Professional Documents
Culture Documents
AR2015
AR2015
NOTICE IS HEREBY GIVEN THAT the 19th Annual General Meeting of the Company will be held at the Banquet
Hall, First Floor, Kuala Lumpur Golf & Country Club, 10 Jalan 1/170D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur
on Wednesday, 1 June 2016 at 10.00 a.m. for the following purposes:-
AGENDA
Ordinary Business
1. To receive the Audited Financial Statements of the Company for the financial year ended Please refer to Note A
31 December 2015 together with the Reports of the Directors and Auditors thereon.
2. To approve the payment of Directors’ fees for the financial year ended 31 December 2015. Resolution 1
3. To re-elect the following Directors retiring in accordance with Article 80 of the Company’s
Articles of Association:
(i) Dato’ Sri Haji Wan Zaki bin Haji Wan Muda Resolution 2
(ii) Dato’ Haji Mustaffa bin Mohamad Resolution 3
4. To consider and if thought fit, to pass the following ordinary resolutions in accordance with
Section 129 of the Companies Act, 1965:
(i) “THAT Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad, retiring pursuant to Section Resolution 4
129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the
Company to hold office until the next Annual General Meeting.”
(ii) “THAT Datuk (Prof.) A Rahman @ Omar bin Abdullah, retiring pursuant to Section Resolution 5
129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the
Company to hold office until the next Annual General Meeting.”
5. To re-appoint Messrs Deloitte as auditors of the Company for the ensuing year and to Resolution 6
authorise the Directors to fix their remuneration.
Special Business
To consider and if thought fit, to pass with or without modifications, the following resolutions:-
Ordinary Resolutions
6. Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
“THAT, subject to the Companies Act, 1965, the Articles of Association of the Company Resolution 7
and the approval from the relevant authorities, where such approval is necessary, the
Directors be and are hereby authorised, pursuant to Section 132D of the Companies Act,
1965, to issue and allot shares in the Company at any time until the conclusion of the next
Annual General Meeting and upon such terms and conditions and for such purposes as the
Directors may, in their absolute discretion, deem fit provided that the aggregate number of
shares to be issued does not exceed 10% of the issued share capital of the Company for
the time being AND THAT the Directors be and are also empowered to obtain the approval
from Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of and quotation
for the additional shares so issued.”
7. Proposed Renewal of Existing Shareholders’ Mandate and New Shareholders’ Mandate for
Recurrent Related Party Transaction of a Revenue or Trading Nature
“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of Resolution 8
the Company and the Main Market Listing Requirements of Bursa Securities, approval be and is
hereby given to the Company, its subsidiaries or any of them to enter into any of the transactions
falling within the types of the Recurrent Related Party Transactions, particularly of which are set
out in the Circular to Shareholders dated 29 April 2016 with the Related Parties as described in the
said Circular, provided that such transactions are of revenue or trading nature, which are necessary
for the day-to-day operations of the Company and/or its subsidiaries, in the ordinary course of
business and are on terms not more favourable to the related parties than those generally available
to the public and not to the detriment of the minority shareholders and that such transactions are
made on the arm’s length basis and on normal commercial terms.
AND THAT such approval shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company (being the 20th
AGM of the Company), at which time the said authority will lapse, unless by a resolution
passed at a general meeting whereby the authority is renewed;
(ii) the expiration of the period within which the next AGM of the Company (being the 20th AGM of
the Company) is required to be held pursuant to Section 143(1) of the Act (but shall not extend
to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is the earliest,
AND THAT the Directors of the Company be authorised to complete and do all such acts and things
as they may consider expedient or necessary to give effect to the transactions contemplated and/
or authorised by this Ordinary Resolution.”
Notes:
A. This Agenda item is meant for discussion only as the provision 7. Resolution 8 - Proposed Renewal of Existing Shareholders’
of Section 169(1) of the Companies Act, 1965 does not require Mandate and New Shareholders’ Mandate for Recurrent
a formal approval of the shareholders and hence, is not put Related Party Transactions of a Revenue or Trading Nature
forward for voting. The ordinary resolution proposed under item 7, if passed
1. A member of the Company shall not be entitled to appoint more will enable the Company and its subsidiaries to enter into
than two (2) proxies to attend and vote at the same meeting recurrent related party transactions of a revenue or trading
and where the member appoints two (2) proxies to attend and nature pursuant to Paragraph 10.09 of the Main Market Listing
vote at the same meeting, such appointment shall be invalid Requirements of Bursa Securities.
unless the member specifies the proportion of his/her holdings 8. Resolutions 9 and 10 - Authority to Continue in Office as
to be represented by each proxy. A proxy may but need not be Independent Non-Executive Director
a member of the Company and the provision of Section 149(1)
(b) of the Companies Act, 1965 shall not apply to the Company. In line with the Malaysian Code on Corporate Governance
2012, the Board of Directors has assessed the independence
2. Where a member of the Company is an exempt authorised of Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad and Datuk
nominee which holds ordinary shares in the Company for (Prof.) A. Rahman @ Omar bin Abdullah, who have served as
multiple beneficial owners in one securities account (“omnibus Independent Non-Executive Directors of the Company for a
account”) as defined under the Securities Industry (Central cumulative term of more than nine (9) years and the Board has
Depositories) Act 1991, there is no limit to the number of recommended them to continue to act as Independent Non-
proxies which the exempt authorised nominee may appoint in Executive Directors of the Company based on the following
respect of each omnibus account it holds. justifications:-
3. The instrument appointing a proxy shall be in writing under the (i) Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad and
hand of the appointer or of his/her attorney duly authorised Datuk (Prof.) A. Rahman @ Omar bin Abdullah have
in writing or, if the appointer is a corporation, either under its fulfilled the criteria under the definition of Independent
Common Seal or under the hand of an officer or attorney duly Director as stated in the Main Market Listing Requirements
authorised. of Bursa Securities, and hence, they would be able to
4. The instrument appointing a proxy must be completed, signed provide an element of objectivity, independent judgement
and deposited at the office of the Share Registrar, Mega and balance to the Board;
Corporate Services Sdn Bhd at Level 15-2, Bangunan Faber (ii) Their length of services on the Board of more than nine
Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, not (9) years does not in any way interfere with their exercise
less than forty-eight (48) hours before the time set for the of objective judgement or their ability to act in the best
meeting or at any adjournment thereof. interests of the Company and Group. In fact, Raja Tan Sri
5. In respect of deposited securities, only members whose names Dato’ Seri Aman bin Raja Haji Ahmad and Datuk (Prof.)
appear on the Record of Depositors as at 25 May 2016 shall be A. Rahman @ Omar bin Abdullah, having been with the
eligible to attend, speak and vote at the 19th Annual General Company for more than nine (9) years, are familiar with the
Meeting or appoint proxy(ies) to attend and/or vote on his/her Group’s business operations and have devoted sufficient
behalf. time and commitment to their role and responsibilities as
Explanatory Notes on Special Business: an Independent Director for informed and balance decision
making; and
6. Resolution 7 - Authority to Allot and Issue Shares pursuant
to Section 132D of the Companies Act, 1965 (iii) They have exercised due care during their tenures as
Independent Director of the Company and have discharged
The ordinary resolution proposed under item 6, if passed will their duties with reasonable skill and competence, bringing
give powers to the Directors to issue shares in the Company independent judgement and depth into the Board’s
up to an amount not exceeding in total ten per centum (10%) decision making in the interest of the Company and its
of the issued share capital of the Company for such purposes shareholders.
as the Directors would consider in the best interest of the
Company. The approval is sought to avoid any delay and cost 9. Statement Accompanying the Notice of Annual General
involved in convening a general meeting for such issuance of Meeting
shares. This authority, unless revoked or varied at a general Pursuant to paragraph 8.27(2) of the Main Marketing Listing
meeting will expire at the next Annual General Meeting of the Requirements of Bursa Securities, the Notice convening an
Company. Annual General Meeting is to be accompanied by a statement
The general mandate for issue of shares will provide flexibility to furnishing details of individuals who are standing for election
the Company for any possible fund raising activities, including as directors. This requirement excludes directors who are
but not limited to further placement of shares for the purpose of standing for re-election.
repayment of bank borrowings, funding future investment and No individual is standing for election as a Director at the 19th
working capital. Annual General Meeting of the Company.
www.azrb.com
PROPERTY
PLANTATION
EXPRESSWAY
Profit attributable to owners of the Company 11,860 18,679 5,526 13,508 22,877
Revenue
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Raja Tan Sri Dato’ Seri Aman, a Malaysian, aged 70, was appointed Chairman and
Independent Non-Executive Director and member of Audit Committee (now known
as the Audit and Risk Committee following the integration of the Audit Committee and
Board Risk Committee on 24 March 2016) on 26 February 2004. Subsequently, he
assumed the Chairmanship of the Audit and Risk Committee on 8 April 2004. He also
sits on the Remuneration and Nomination Committees as an ordinary member.
Raja Tan Sri Dato’ Seri Aman is a Fellow of the Institute of Chartered Accountants
in England and Wales and also a member of Malaysian Institute of Accountants
and Malaysian Institute of Certified Public Accountants. He held various positions in
Maybank Group from 1974 to 1985 prior to joining Affin Bank Berhad (formerly known
as Perwira Habib Bank Malaysia Berhad) in 1985 as Executive Director/CEO. He left
Affin Bank Berhad in 1992 to join Perbadanan Usahawan Nasional Berhad as Chief
Executive Officer. He was re-appointed as Chief Executive Officer of Affin Bank Berhad
in 1995 and retired in 2003.
Raja Tan Sri Dato’ Seri Aman is also an Independent Non-Executive Director of Affin
Holdings Berhad, Tomei Consolidated Berhad and Affin Hwang Investment Bank
Berhad, and sits on the Government Consultative Committee ‘Pemudah’.
During the financial year ended 31 December 2015, he attended 15 out of 15 Board
meetings held.
Dato’ Sri Haji Wan Zaki, a Malaysian, aged 67, was appointed the Executive Vice
Chairman of the Company on 24 March 1999. Subsequently, he held the post of
Executive Chairman from 1 March 2000 and was redesignated as Executive Vice
Chairman of the Company on 26 February 2004. He is presently the Chairman of
Remuneration Committee.
Dato’ Sri Haji Wan Zaki is the founder of Ahmad Zaki Sdn Bhd (“AZSB”). He began
his working career in 1971 as a Financial Assistant with Syarikat Permodalan Pahang
Bhd, a Pahang state-owned company. In 1973, he joined Perkayuan Pahang Sdn Bhd
as a Financial Assistant and Marketing Officer and subsequently rose to the position
of Marketing Manager. He left Perkayuan Pahang Sdn Bhd in 1977 to join Pesaka
Terengganu Bhd as its Operation Manager where he served until 1979 prior to joining
Pesama Timber Corporation Sdn Bhd as Managing Director. He left Pesama Timber
Corporation Sdn Bhd in 1984 to focus on AZSB.
Dato’ Sri Haji Wan Zaki had served as the Chairman of Chuan Huat Resources Bhd
from 2002 until 2013. He sits on the board of directors of several private limited
companies and has no directorship in other public companies.
During the financial year ended 31 December 2015, he attended 15 out of 15 Board
meetings held.
Dato’ Wan Zakariah, a Malaysian, aged 56, joined the board of the Company as an
Executive Director on 24 March 1999 and subsequently was appointed to the post
of Group Managing Director on 1 January 2003. He is presently the Chairman of the
Establishment Committee, Employees’ Share Scheme Committee and a member of
the Remuneration Committee.
Dato’ Wan Zakariah obtained a Bachelor of Science degree in Quantity Surveying from
the Thames Polytechnic, United Kingdom (now known as University of Greenwich) in
1986. He started his career in the same year as Quantity Surveyor with the construction
subsidiary, AZSB and in 1996 was promoted to the post of Managing Director of AZSB
until 2003.
Dato’ Wan Zakariah also sits on the board of directors of several private limited
companies and has no directorship in other public companies.
During the financial year ended 31 December 2015, he attended 15 out of 15 Board
meetings held.
Dato’ Haji Mustaffa, a Malaysian, aged 65, was appointed an Executive Director of
the Company on 24 March 1999 and is an ordinary member of the Establishment
Committee.
Dato’ Haji Mustaffa graduated with a Bachelor of Laws (Hon) degree from the University
of London in 1976. He was called to the English Bar at Lincoln’s Inn, UK in 1981, and
was admitted as an Advocate & Solicitor in the High Courts of Malaya in 1994. He also
holds a Post Graduate Diploma in Port and Shipping Administration from University
of Wales, Institute of Science and Technology, Cardiff (1985); and been a member
of the Chartered Institute of Logistic and Transport, UK since 1986. In 1985 he was
awarded a Diploma in Syariah Law and Practice by the International Islamic University,
Malaysia.
Currently, Dato’ Haji Mustaffa sits on the board of directors of several private limited
companies and has no directorship in other public companies.
During the financial year ended 31 December 2015, he attended 14 out of 15 Board
meetings held.
DATO’ W ZULKIFLI
BIN HAJI W MUDA
DSAP, DIMP
Dato’ W Zulkifli does not hold directorship in any other public companies but sits on the
board of directors of several private limited companies.
During the financial year ended 31 December 2015, he attended 13 out of 15 Board
meetings held.
Dato’ Roslan, a Malaysian, aged 40, was appointed an Executive Director of the
Company on 8 January 2015. He sits on the Establishment Committee and Employees’
Share Scheme Committee as an ordinary member.
Dato’ Roslan holds a Bachelor in Mechanical Engineering degree from Imperial College
London, United Kingdom and is a Fellow of the Association of Chartered Certified
Accountants (“ACCA”).
Dato’ Roslan does not hold directorship in any other public companies but sits on the
board of directors of several private limited companies.
During the financial year ended 31 December 2015, he attended 15 out of 15 Board
meetings held.
Tan Sri Dato’ Lau, a Malaysian, aged 67, was appointed as an Independent Non-
Executive Director of the Company on 15 November 2010. He was appointed as a
member of the Audit Committee (now known as the Audit and Risk Committee following
the integration of the Audit Committee and Board Risk Committee on 24 March 2016)
and Nomination Committee on 1 March 2011 and 24 March 2016 respectively.
Tan Sri Dato’ Lau obtained his Diploma in Commerce with distinction from Tunku Abdul
Rahman College, Malaysia in 1974.
Tan Sri Dato’ Lau has been a member of the Malaysian Institute of Accountants since
1979. He was made a fellow of the Association of Chartered Certified Accountants,
United Kingdom in 1981 and became a graduate member of the Institute of Chartered
Secretaries and Administrators, United Kingdom in 1987. He was formerly a Senator of
Dewan Negara, appointed by Seri Paduka Baginda Yang diPertuan Agong, Malaysia.
Tan Sri Dato’ Lau had served as a Non-Independent Non-Executive Director and
Chairman of the Board of Directors of Nanyang Press Holdings Berhad and Star
Publications (Malaysia) Berhad and as an Independent Non-Executive Director of
Media Chinese International Limited, a company listed in Malaysia and Hong Kong. He
also served on the Board of Directors of Tenaga Nasional Berhad in various capacities,
as Chairman of Audit Committee, Member of Board Disciplinary Committee, Board
Tender Committee and Board Member of several subsidiary companies.
Tan Sri Dato’ Lau is currently a Senior Independent Non-Executive Director of MCT
Berhad and an Independent Non-Executive Director of YTL Power International
Berhad.
During the financial year ended 31 December 2015, he attended 12 out of 15 Board
meetings held.
Seated:
Dato’ Haji Mustaffa bin Mohamad
Managing Director, Oil & Gas
Dato’ W Zulkifli bin Haji W Muda
Managing Director, Engineering & Construction
Dato’ Wan Zakariah bin Haji Wan Muda
Group Managing Director
Dato’ Haji Roslan bin Tan Sri Jaffar
Group Chief Operating Officer
Abdul Halim bin Ashari
Executive Commissioner, Plantation
STATEMENT ON
RISK MANAGEMENT AND INTERNAL CONTROL
In compliance with the Main Market Listing Requirements Paragraph 15.26(b), which requires inclusion of a
statement about the state of internal control of the listed issuer as a group and fulfilling the revised guideline
requirement, the Board is pleased to provide the Statement on Risk Management and Internal Control for the
financial year under review.
RESPONSIBILITY
The Board is fully committed to its responsibility in establishing a sound risk management and internal control system
for the Group with few main objectives such as to promote good governance practices, enhancing transparency, proper
management of Group’s assets and ultimately to safeguard shareholders’ interest.
Nevertheless, due to the inherent limitations of any risk management approach and internal control system, the actions
taken in managing the risks and implementing internal control system throughout the business activities could only
provide reasonable and not absolute assurance against any material losses, frauds, misstatements or violations of laws or
regulations in achieving the Group’s objectives.
The Group has a structure which outlines accountability, authority and responsibility to the Board, its Committees and
operating units. Key processes have been established in reviewing the adequacy and effectiveness of the risk management
and internal control including the following:
Board of Directors
• The Board maintains the overall responsibility for risk oversight, mirroring its overall responsibility for strategy.
• The Board meets quarterly at a minimum, and more frequently when required, to review and evaluate the Group’s
operations and performance to address key issues.
• The pre-requisite to decisions made in the meeting is the deliberation and discussion by the Board, together with
recommendations and feedbacks from Management. In addition to quarterly financial results, project tender status and
progress reports on business operations are also tabled at the Board’s quarterly meetings.
• The Audit and Risk Committee comprises three (3) Independent Non-Executive Directors. The Audit and Risk
Committee has full access to both Internal Auditors and External Auditors and has the right to convene meetings with
auditors without the presence of Executive Directors and Senior Management.
• The Audit and Risk Committee reviews the reports of the Internal Auditors, their findings and recommendations to
ensure that it obtains the necessary level of assurance in respect to the adequacy of the internal controls.
• The Audit and Risk Committee is responsible in ensuring for the effectiveness of an integrated risk management
function within the organisation as well as overseeing and monitoring the overall risk impacting the Group and to review
and approve risk management policies and risk tolerance limits.
Board of Directors-Subsidiary
• The Board of Directors-Subsidiary will review the entity’s portfolio of risk and be informed of the most significant risk
whether Management is responding appropriately.
• The Risk Management Committee-Subsidiary will review the risk management procedures and report to the Board of
Directors-Subsidiary on the risk management activities and bring to the attention of the Board of Directors-Subsidiary
on critical risks as well as recommendations to manage the risks.
Risk Management
The Group has continued with its Risk Management Policy (“RMP”) in implementing the Enterprise Risk Management
(“ERM”) and Project Risk Management (“PRM”) in its major subsidiaries.
• To ensure risks which may have a significant impact are identified in a manner which would result in its expeditious
treatment;
• To provide reasonable assurance to stakeholders that the probability of attaining its objectives would be enhanced by
the establishment of RMP;
• To manage risks by adopting the best practice methodologies for the identification, analysis, evaluation, reporting,
treatment and monitoring of risks; and
• To provide an assurance regarding the extent of its compliance with regulatory requirements and the policies and
procedures contained within this document.
The Group has on-going process for identifying, evaluating and managing significant risks. Functionally, all Executive
Directors and Senior Management regularly identify and manage the risks faced by the Group. This function is embedded
and carried out as part of the Group’s operating and business management processes.
In carrying out the risk assessment process, all Department Heads have conducted several discussions to identify,
analyse, evaluate and prioritise risks. All identified risks are documented in a risk register. The risk register is reported and
deliberated in the Board meeting of key subsidiaries. This is to ensure that adequate actions are taken to address the risks.
• The Internal Audit function of the Group is performed in-house by its Internal Audit Department. The Internal Audit
Department reports directly to the Audit and Risk Committee. The Internal Audit adopts risk-based audit approach when
executing each audit assignment which is carried out in accordance with the annual audit plan. The annual audit plan
covers the major subsidiaries of the Group.
• The principal role of the Internal Audit is to provide independent and objective reports on the effectiveness of the system
of internal controls within the major subsidiaries of the Group. The audit findings were discussed with Management of
respective entities for their corrective actions and presented to the Audit and Risk Committee.
• The total cost incurred for the internal audit function for the financial year ended 31 December 2015 was RM668,042.
• A summary of the Internal Audit activities during the financial year under review is as follows:
i. Performed 16 audit reviews on major subsidiaries of the Group to ascertain the adequacy and compliance with the
system of internal controls and made recommendations for improvement where weaknesses were found.
ii. Conducted 4 follow-up audits to determine the adequacy, effectiveness and timeliness of action taken by the
Management on audit recommendations and provided updates on their status to the Audit and Risk Committee.
• Annual business plan and budget are prepared by the Group’s major subsidiaries, and are reviewed and approved by
the Board. The performance of each major subsidiary is assessed against budget by the Chief Financial Officer with
explanation on significant variances presented to the Board on a quarterly basis.
• Policies and procedures of business processes are documented and set out in a series of Standard Operating
Procedures (“SOP”) or Integrated Management System (“IMS”) and implemented throughout the Group. These
policies and procedures are subject to reviews, updates and improvements to reflect the changing business risks and
operational needs.
• The Group has in place, a Human Resource Policy which is approved by the Establishment Committee. The Human
Resource Policy sets the tone of compliance with the Group’s rules and regulations and employee conduct as set out
in the Employee Handbook.
Performance Management
• Performance appraisals are carried out annually in a Performance Management System to gauge the employee’s
performance for any promotion, bonus payment and annual increment exercise.
• In order to nurture the quality and competencies of employees, training and development programmes are established.
Business Ethics
• The Standing Instruction on Business Ethics (“the Code”) is communicated to all employees and compliance to the
Code is mandatory. The Code provides guidance and serves as the main source of reference to assist employees to
live up to ethical business standards and explains how business and duties should be conducted.
The external auditors, Deloitte, have reviewed this Statement on Risk Management and Internal Control for inclusion in
the Annual Report for the financial year ended 31 December 2015, in compliance with Paragraph 15.23 of the Listing
Requirements, and reported to the Board that nothing has come to their attention that causes them to believe that the
statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and
integrity of the system of internal controls.
CONCLUSION
The Board believes that the development of the internal control system is an on-going process. The Board has received
assurances from the Group Managing Director and Chief Financial Officer that the Group’s risk management and internal
control system are operating adequately and effectively.
The Board is satisfied with the risk management and internal control system implemented throughout the Group.
Nonetheless, the Board shall continue to review and monitor the effectiveness of the Group’s risk management and internal
control system in ensuring continuous and acceptable level of assurance in conducting daily business activities.
Based on the assessment of the Group’s risk management and internal control system for the financial year under review
and up to the approval date of this statement, there were no significant control failures or weaknesses that would result in
material losses, contingencies or uncertainties requiring separate disclosure in the Group’s Annual Report.
This statement, prepared for inclusion in the Annual Report of the Company for the year ended 31 December 2015 has
been reviewed by the Audit and Risk Committee prior to their recommendation to the Board for approval.
This statement is made on the recommendation of the Audit and Risk Committee to the Board of Directors and as per the
Board’s resolution dated 31 March 2016.
The Board of Directors of Ahmad Zaki Resources Berhad (“AZRB”) is committed towards the adoption of principles and best
practices as enshrined in the Malaysian Code of Corporate Governance (“MCCG”) throughout the Group. It is recognised
that the adoption of the highest standards of governance is imperative for the enhancement of stakeholders’ value. The
Group has adopted and complied with the principles and Best Practices set out in MCCG 2012 throughout the financial
year ended 31 December 2015.
The Board is pleased to present the following report on the application of principles and compliance with best practices as
set out in the MCCG.
BOARD OF DIRECTORS
Board Composition
The Board is currently led by an Independent Non-Executive Chairman and has eight (8) members comprising five
(5) Executive Directors and three (3) Independent Non-Executive Directors. The Board is composed of members with
experience in business, construction, legal and finance, required for effective and independent decision-making at the
Board level. The Board considers its current size adequate given the present scope and nature of the Group’s business
operations. A brief description on the background of each Director is presented on pages 10 to 17 of the Annual Report.
The three (3) Independent Non-Executive Directors do not participate in the day-to-day management or in the daily
business of the Company or Group. They shall provide unbiased, independent views and judgment in the decision-making
process at the Board level and ensure that the interests of minority shareholders are safeguarded.
The MCCG 2012 has recommended that the tenure of an independent director should not exceed a cumulative term of
nine (9) years. Based on the independent assessment made, the independence of Raja Tan Sri Dato’ Seri Aman bin Raja
Haji Ahmad and Datuk (Prof.) A Rahman @ Omar bin Abdullah who have served as Independent Non-Executive Directors
of the Company for a cumulative term of more than nine (9) years each, remain objective and independent-minded in their
participation in deliberations and decision making of the Board and Audit and Risk Committee. The length of their service
does not in any way interfere with their exercise of independent judgment. Hence, the Board has recommended to retain
those independent directors whose tenure has exceeded nine (9) years and shall seek shareholders’ approval at the
forthcoming Annual General Meeting (“AGM”).
The positions of the Chairman and the Group Managing Director are held by two (2) different individuals. There is a clear
division of responsibilities between the Chairman and the Group Managing Director, which will ensure a balance of power
and authority. Generally, the Chairman is responsible for the orderly conduct and working of the Board while the Group
Managing Director is responsible for the day-to-day management of the Group as well as to implement policies and
strategies adopted by the Board. The Board exercises its responsibilities collectively.
All the Directors have given their undertaking to comply with the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (“Listing Requirements”).
(b) Overseeing the conduct of the Company and the Group’s businesses and to evaluate whether the businesses are
being properly managed;
(c) Identifying principal risks affecting the Company and the Group and ensuring the implementation of appropriate
internal controls and mitigation measures;
(d) To approve succession planning, including appointing, training, fixing the compensation of and where appropriate,
replacing senior management;
(e) Overseeing the development and implementation of a shareholder and stakeholder communications policy for
the Company and the Group;
(f) Reviewing the adequacy and the integrity of the management information and internal control systems of the
Company including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
(g) Preparing financial statements for each financial year which give a true and fair view of the state of affairs of the
Company and of the Group and of the income statement for the year then ended. Ensuring that the Company
has used appropriate accounting policies, consistently applied and supported with reasonable and prudent
judgements and estimates, and all accounting standards which are applicable to the Company.
(h) Keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the financial statements comply with the Companies Act 1965;
(i) Disclosing in the Annual Report the following statements:-
(i) Statement of Corporate Governance in compliance with the Malaysian Code on Corporate Governance and
in accordance with the provisions of the Listing Requirements;
(ii) Statement of Board’s responsibility in preparing the financial statements; and
(iii) Statement of Risk Management and Internal Control with regards to the state of risk management and
internal control of the Company as a group.
(j) Reviewing monthly/quarterly budget reports/other reports presented by Management, including quarterly results
prior to submission to Bursa Malaysia Securities Berhad (“Bursa Malaysia”).
The Board has laid down a formal schedule of matters specifically reserved to it for decision to ensure that the direction and
control of the Group is firmly in its hands. The Board delegates and confers some of the Board’s authorities and discretion
on the Executive Vice Chairman as well as Group Managing Director. The Group Managing Director is also responsible to
ensure that the Management adheres to the guidelines and policies set by the Board.
The Directors have full access to information pertaining to all matters requiring the Board’s decision. Prior to any Board
meeting, all Directors shall be furnished with proper board papers which contains the necessary information for each of
the meeting agenda in advance to enable each Director to obtain further explanations, where necessary, in order to be
briefed properly before the meeting. Matters to be discussed are not limited to financial performance of the Group but also
to address major investment decisions as well as operational issues and problems encountered by the Group.
The Board has set out agreed procedures for the Directors to take independent professional advice at the Company’s
expense, if necessary.
All Directors have access to the advice and services of the Company Secretary who ensures compliance on procedural
and regulatory requirements such as statutory obligations, Listing Requirements or other regulatory requirements.
The Company Secretary plays an important role in supporting the Board by ensuring adherence to Board policies and
procedures. The removal of the Company Secretary shall be a matter for the Board as a whole.
Besides the Audit Committee, which was set up on 24 March 1999, and now known as the Audit and Risk Committee
following the integration of the Audit Committee and Board Risk Committee on 24 March 2016, several Board committees
were established subsequently to assist the Board in discharging its duties and responsibilities. All committees have
written terms of reference and procedures duly endorsed by the Board to examine a particular issue and report back to the
Board with a recommendation. Chairman of the committee concerned will report to the Board on matters dealt by the said
committee which will be incorporated as part of the Board minutes.
Directors’ Re-election
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors, including Group Managing
Director, shall retire from office by rotation each year and all Directors are subject to retire at least once in every three (3)
years. Retiring Directors may offer themselves for re-election at the AGM. Any Director who is appointed by the Board
during the year is also required to retire and seek re-election by shareholders at the following AGM held following his
appointment. Any Director of or over seventy (70) years of age is required to submit himself for re-appointment annually in
accordance with Section 129(6) of the Companies Act, 1965.
Board Meetings
During the financial year ended 31 December 2015, fifteen (15) Board meetings were held. The Directors’ attendance of
each Board meeting held are as follows:-
Non-Executive Directors
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad 15/15 100%
Datuk (Prof.) A Rahman @ Omar bin Abdullah 15/15 100%
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 12/15 80%
Dato’ Haji Ismail @ Mansor bin Said 9/9 100%
(Retired on 16.6.2015)
Dato’ Wan Ahmad Farid bin Haji Wan Salleh 12/14 86%
(Resigned w.e.f 1.12.2015)
Directors’ Remuneration
The Board believes that the level of remuneration offered by the Company is sufficient to attract and retain Directors
needed to run the Company. The component part of remuneration has been structured to link rewards to corporate and
individual performance for Executive Directors, whilst Non-Executive Directors’ remuneration reflects their experience and
level of responsibilities.
The details of the remuneration of the Directors of the Company received from the Group are as follows:
* The salaries are inclusive of statutory employer contributions to the Employees’ Provident Fund
The number of Directors whose remuneration falls into the following bands:-
Below RM50,000 - -
RM50,001 – RM100,000 - 2
RM100,001 – RM200,000 - 1
RM200,001 – RM250,000 - 1
RM250,001 – RM300,000 - 1
RM300,001- RM900,000 - -
RM900,001- RM950,000 1 -
RM950,001 – RM1,100,000 - -
RM1,100,001 – RM1,150,000 1 -
RM1,150,001 – RM1,200,000 - -
RM1,200,001 – RM1,250,000 1 -
RM1,250,001 – RM1,300,000 - -
RM1,300,001 – RM1,350,000 1 -
RM1,350,001 – RM1,750,000 - -
RM1,750,001 – RM1,800,000 1 -
Directors’ Training
Every Director of the Company undergoes continuous training as an on-going process to equip himself to effectively
discharge his duties as a Director. For that purpose, he ensures that he attends such training programs to continually
develop and update himself from time to time. The Company also provides briefings for new members of the Board, to
ensure that they have a comprehensive understanding on the operations of the Group and the Company.
Conferences, seminars and training programmes attended by Directors in 2015 included the following areas:
Board Leadership • Board’s Strategic Leadership: Innovation & Growth in Uncertain Times
• Leadership Roles in Innovation and Change Management
• Crisis Management & Leadership During a Disaster
• YTL Leadership Conference 2015
Corporate Governance • Beyond Compliance to Growth: Board’s Strategy in Cultivating Real Growth within
a Conducive Governance Environment
Finance & Taxation • Economic and Financial Services Sector: Trends and Challenges Moving Forward
• Economic Talk
• The Shaking Foundations of Finance
• Audit Oversight Board Conversation with Audit Committees
Board Charter
The Board Charter was established in year 2002 to set out the strategic intent and outlines the Board’s structure and
procedures, roles and responsibilities and relationship of the Board to Management. The Board has assessed the current
Board Charter and its conformity in accordance with MCCG 2012. The Board is of the opinion that the Board Charter
conforms in all material aspects to the MCCG 2012. Nevertheless, the Board recognises the importance of the Board
Charter thus, will take steps to enhance the Board Charter to bridge any gaps that may arise out of the MCCG 2012 so as
to ensure its continuous relevance in the corporate governance of the Group.
BOARD COMMITTEES
1. NOMINATION COMMITTEE
Primary function
The Nomination Committee was established on 16 January 2002 and operates within clearly defined terms of
reference. The Nomination Committee is primarily responsible for constantly assessing the overall effectiveness of
the Board and Board committees and make recommendations to the Board for any new candidate as Board member
or Board committee member, including assessing the eligibility of Independent Non-Executive Directors who have
served more than 9 years as well as re-appointment of Directors pursuant to Section 129 of the Companies Act,
1965. Due consideration is given to the required mix of skills, expertise and experience of the new candidate to
meet the needs and complement the Board, having due regard for the benefits of diversity on the Board, including
gender, ethnicity and age, and recommends for appointment to the Board. In addition, the Nomination Committee
also performs introduction briefing for the new Board members with regards to the overall operations and corporate
objectives of the Group and continues to ensure that new Board member undergoes the necessary Mandatory
Accreditation Programme (“MAP”) prescribed by Bursa Malaysia.
The decision as to who shall be appointed as Board member will be the responsibility of the full Board after considering
the recommendations of the Nomination Committee. The Nomination Committee has developed criteria used for
evaluating the suitability of the Board members inter alia the competency, contribution, commitment, experience and
integrity.
The Board aspires to increase the aspect of diversity, including gender, ethnicity and age of Directors in order to bring
a diversity of skills, experience and perspective of the Group. The Board recognises that the evolution of the mix of
skills, experience and diversity is a long-term process and weighs the various factors relevant to Board balance when
vacancies arise.
During the financial year, two (2) meetings were held and attended by all members where the Nomination Committee
has approved the appointment of Dato’ Haji Roslan bin Tan Sri Jaffar as a new Executive Director of the Company
and recommended the same to the Board for approval as well as assessed the performance of the retiring Directors
and to consider their eligibility for election at the next Annual General Meeting.
Member
The present members of the Nomination Committee who are the Independent Non-Executive Directors of the
Company are as follows:
• Datuk (Prof.) A Rahman @ Omar bin Abdullah (Chairman)
• Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad
• Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
2. REMUNERATION COMMITTEE
Primary function
The Remuneration Committee was established on 20 August 2001. Its primary function is to set the policy framework
and recommend to the Board on remuneration packages and benefits extended to the Directors, drawing from
outside advice as necessary to ensure that the remuneration is sufficient to attract and retain the Directors needed
to run the Company successfully.
The determination of the remuneration package for Non-Executive Directors shall be a matter for the Board as a
whole. The Director concerned shall abstain from deliberations and voting on decisions in respect of his individual
remuneration package.
Member
The present members of the Remuneration Committee of the Company are as follows:
• Dato’ Sri Haji Wan Zaki bin Haji Wan Muda (Chairman)
• Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad
• Dato’ Wan Zakariah bin Haji Wan Muda
• Datuk (Prof.) A Rahman @ Omar bin Abdullah
3. ESTABLISHMENT COMMITTEE
Primary function
The Establishment Committee was established on 16 January 2002. The main purpose for setting up this committee
is to assist the Board in formulating the Group’s policy and procedures with regard to employees’ benefits and the
execution of the whole spectrum of Human Resource Management for the Group as well as to administer Employees’
Shares Scheme (“ESS”) launched by the Company within the jurisdiction of the ESS By-laws.
Member
The present members of the Establishment Committee of the Company are as follows:
• Dato’ Wan Zakariah bin Haji Wan Muda (Chairman)
• Dato’ Haji Mustaffa bin Mohamad
• Dato’ W Zulkifli bin Haji W Muda
• Dato’ Haji Roslan bin Tan Sri Jaffar
The Director of Human Capital and Corporate Services is the secretary of the Establishment Committee.
Primary Function
The Employees’ Share Scheme Committee (“ESSC”) was established on 18 August 2014 with the primary
responsibility of formulating, implementing and administering the Employees’ Share Scheme (“ESS”) in accordance
with the By-Laws as approved by the Board and shareholders of AZRB.
Member
The present members of the ESSC are as follows:
• Dato’ Wan Zakariah bin Haji Wan Muda (Chairman)
• Dato’ Haji Roslan bin Tan Sri Jaffar
• En Khairudin bin Haji Mohd Ali
• En Mohd Zaki bin Hamdan
• Pn Seuhailey binti Shamsudin
The Director of Human Capital and Corporate Services is the secretary of the ESSC.
The Board values its dialogue with shareholders, public, media, authorities and private investors and recognises that equal
and timely dissemination of relevant information be provided to them.
The AGM serves as an important means for shareholders communication. Notice of the AGM and Annual Reports are sent
to shareholders at least twenty one (21) days prior to the meeting. At each AGM, the Board provides shareholders with
the opportunity to raise questions pertaining to the Group. The AGM is also an avenue for the Chairman and the Board to
respond personally to all queries and undertake to provide clarification on issues and concerns raised by the shareholders.
The Board has ensured each item of special business included in the Notice of AGM will be accompanied by an explanatory
statement on the effects of the proposed resolution.
Other mediums of communication used by the Group to communicate information on the operations, activities and
performance of the Group to the shareholders, stakeholders and the public are as follows:-
(a) the Annual Report, which contains the financial and operational review of the Group’s business, corporate information,
financial statements, and information on Audit and Risk Committee and Board of Directors;
(b) various announcements made to Bursa Malaysia, which includes announcements on quarterly results; and
The Board is fully committed in providing and presenting a true and fair view of the financial performances and future
prospects in the industry. This is provided through the quarterly, half yearly and annual financial statements as well as the
Annual Report.
Financial Reporting
The Board, which is assisted by the Audit and Risk Committee aims to present a balanced and understandable assessment
of the Group’s position and prospect through the annual financial statements and quarterly announcements of results to
Bursa Malaysia.
The Directors are responsible to ensure the annual financial statements are prepared in accordance with the provisions of
the Companies Act, 1965 and applicable approved accounting standards in Malaysia.
A statement by the Directors of their responsibilities in preparing the financial statements is set out separately on page 34
of this Annual Report.
The Statement on Risk Management and Internal Control furnished on pages 20 to 22 of this Annual Report provides an
overview on the state of internal controls and risk management within the Group.
This Corporate Governance Statement is made in accordance with the resolution of the Board dated 31 March 2016.
The Directors acknowledged their responsibilities as required by the Companies Act, 1965 to prepare the financial
statements for each financial year so as to give a true and fair view of the state of affairs of the Group and the Company
as at end of the financial year and of the results and cash flows of the Group and the Company for the financial year then
ended.
In the preparation of the financial statements, the Directors have:
• adopted suitable accounting policies and applied them consistently;
• made judgements and estimates that are reasonable and prudent;
• ensured that applicable approved accounting standards have been complied with; and
• prepared the financial statements on the going concern basis unless it is no longer appropriate to presume that the
Company will continue in business due to unavailable resources.
The Directors are responsible for ensuring that proper accounting and other records are kept, which disclose with reasonable
accuracy at any time the financial position of the Group and the Company and to enable them to ensure that the financial
statements comply with the Companies Act, 1965. The Directors are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for prevention and detection of fraud and other irregularities.
This Statement of Directors’ Responsibilities is made in accordance with the resolution of the Board of Directors dated 31
March 2016.
MEMBERSHIP
The present members of the Audit and Risk Committee of the Company are:
1. Raja Dato’ Seri Aman bin Raja Haji Ahmad (Chairman)
2. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Member)
3. Datuk (Prof.) A Rahman @ Omar bin Abdullah (Member)
4. Dato’ Haji Ismail @ Mansor bin Said (Retired on 16.6.2015)
TERMS OF REFERENCE
Membership
1. The Committee shall be appointed by the Board of Directors amongst its members and consist of at least three (3)
members, all whom must be a Non-Executive Directors, with a majority of them being Independent Directors.
2. At least one (1) member of the Committee must be:
• a member of the Malaysian Institute of Accountants (“MIA”); or
• if he is not a member of the MIA, he must have at least three (3) years’ working experience; and
i. he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
ii. he must be a member of one (1) of the associations of accountants specified in Part II of the First Schedule of
the Accountants Act 1967.
3. In the event of any vacancy in the Committee resulting in the non-compliance with Paragraph 15.10 of the Listing
Requirements of Bursa Malaysia, the Board shall appoint a new member within three (3) months.
4. The Board of Directors must review the term of office and performance of the Committee and each of its members at
least once in every three (3) years.
5. No alternate Director shall be appointed as a member of the Committee.
Meetings
1. Meetings shall be held at least four (4) times a year.
2. The Audit and Risk Committee may require the attendance of any management staff from the Finance/Accounts
Department or other departments deemed necessary.
3. The Committee shall meet with the external auditors at least once a year without Executive Board members present.
Upon the request of the external auditors, the Chairman of the Audit and Risk Committee shall convene a meeting of
the committee to consider any matter the external auditors believe should be brought to the attention of the Directors
or shareholders.
Quorum
The quorum shall be at least two (2) persons, both of whom are to be Independent Directors.
Secretary
The Company Secretary shall act as secretary of the Audit and Risk Committee.
Reporting Procedure
The Audit and Risk Committee regulates its own procedures:-
1. the notice to be given of such meetings;
2. the voting and proceedings of such meetings;
3. the keeping of minutes; and
4. the custody, protection and inspection of such minutes
Minutes of the meetings were tabled for confirmation at the following Audit and Risk Committee meeting. In 2014, the
Chairman presented the recommendations of the Committee to the Board for approval of the annual and quarterly financial
statements. The Chairman also conveyed to the Board matters of significant concern as and when raised by the external
or internal auditors.
Authority
In carrying out their duties and responsibilities, the Audit and Risk Committee shall:
1. have authority to investigate any matter within its terms of reference;
2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company;
4. have direct communication channels with the external and internal auditors;
5. be able to obtain independent professional or other advice; and
6. be able to convene meetings with the external auditors, excluding the attendance of the executive members of the
committee, whenever deemed necessary.
Review
The Board of Directors has ensured that the term of office and performance of the Audit and Risk Committee and each of
its members are being reviewed at least once in every three (3) years to determine whether the Audit and Risk Committee
and members have carried out their duties in accordance with their terms of reference.
SUMMARY OF ACTIVITIES
During the financial year, the Audit and Risk Committee met seven (7) times. Activities carried out by the Committee
included the deliberation and review of:
1. the Group’s year end audited financial results presented by the external auditors prior to the submission to the Board
for approval;
2. the Group’s quarterly financial results presented by the Management prior to the submission to the Board for approval;
3. the Audit Planning Memorandum of the external auditors in a meeting to discuss their audit strategy, audit focus and
resources prior to commencement of their annual audit;
4. matters arising from the audit of the Group in a meeting with the external auditors without the presence of any Executive
Directors or members of the Group’s Management;
5. related party transactions within the Group pursuant to Bursa Malaysia Listing Requirements prior to submission for the
Board’s consideration and, where appropriate, shareholders’ approval; and
6. the internal audit plan, consider the major findings of internal audit reports and recommendations in relation to
weaknesses in the internal control and discussed with Management on corrective actions to be taken.
PROFIT GUARANTEE
There was no profit guarantees given or received by the Company during the financial year.
AUDIT FEES
The amount of audit fees and non-audit fees paid to the external auditors and their affiliated companies by the Group for
the financial year ended 31 December 2015 are as follows:-
Deloitte Non Deloitte
RM ’000 RM ’000
Audit fees 434 73
Non-audit fees 153 -
VARIATION IN RESULTS
There is no significant difference between the Audited and Unaudited Results released to Bursa Malaysia in respect of
financial year ended 31 December 2015.
Nature of the transactions Entered by Period covered from Period covered from
with related party 1 January to 30 June 1 July to 31 December
of Year 2015 of Year 2015
RM’000 RM’000
i) Chuan Huat Resources Berhad (“CHRB”) Chuan Huat Resources Berhad, a company in which Dato’ Sri
Haji Wan Zaki bin Haji Wan Muda has substantial financial interest.
ii) Zaki Holdings (M) Sdn Bhd (“ZHSB”) Holding company of Ahmad Zaki Resources Berhad
Residential Development on 3.91 acres land identified as plantation in Kalbar. The Mill is being designed as a 60MT/
R3-4 of the Kwasa Damansara Township. This award was Hr mill and is scheduled to be commissioned by early
further formalised on 22 February 2016 when the Group 2017. Once the Mill is completed, this will enable the
via its wholly owned subsidiary AZ Land & Properties division to complete its financial turn around and contribute
Sdn Bhd (formerly known as AZRB Properties Sdn Bhd) positively to the Group’s earnings from 2017 onwards.
signed the Development Rights Agreement with Kwasa The Group intends to invest up to about RM70 million in
Development (3) Sdn Bhd, a wholly owned subsidiary developing and constructing the Mill at Kalbar. Despite
of Kwasa Land Sdn Bhd which sets out in detail the the hefty investment cost, the Mill will contribute positively
development partnership. The division has since decided immediately upon commissioning and will help the division
to name the development as “Rimbun Damansara” with a contribute positively to the Group, and therefore will add
formal launch targeted by early 2017 at the latest. to the Group’s profitability. The Group remains committed
to its plantation division and look forward to its positive
In terms of our core Engineering and Construction
contribution in the years ahead.
Division, the division successfully procured two major
projects in 2015 worth RM500 million. The first was for
the Proposed Construction and Completion of the KPC Financial Performance
Port Link Road in Kuantan Port City, Pahang for ECERDC
The year under review saw the Group surpassing the
Package 3A worth RM113 million and the second was for
results of 2014 both in terms of revenue and profitability.
the Proposed Mixed Development for UDA Legasi Sdn
For 2015, the Group recorded a revenue of RM715 million
Bhd worth RM387 million. Another notable milestone for
(2014: RM662.4 million), a profit before tax of RM32.1
the division was the commencement of construction for
million (2014: RM25.7 million) and a profit for the year of
the Group’s East Klang Valley Expressway (“EKVE”) on 10
RM21.6 million (2014: RM12.3 million). In terms of growth,
September 2015. With the start of construction of EKVE,
the Group recorded an encouraging year on year growth
the division will be undertaking its largest contract to date,
of about 8% in terms of revenue and 25% in terms profit
worth RM1.551 billion. The division continues to look for
before tax. In terms of contribution, the Engineering and
construction opportunities in 2016 and is confident of
Construction Division continues to be the main driver for the
securing sizeable contracts to replenish its balance order
Group with revenues of RM644.2 million (2014: RM601.7
book which currently stands at RM3.295 billion as at 31
million) representing 90% of total Group consolidated
December 2015.
revenue. Meanwhile, profit before tax for the Engineering
Also making progress in 2015 was the Group’s Plantation and Construction Division for the year was RM52.1 million
Division. As at 31 December 2015, the division had planted (2014: RM52.6 million). Results for the division remained
up to 7,043 ha at its oil palm plantation in Kalimantan Barat largely flat as compared to previous year reflecting the
(“Kalbar”). More significantly was the division commencing similar volume of work during the period.
the construction of its first palm oil mill (“the Mill”) at its
Looking Ahead
Whilst the year 2015 was a year for expansion, the year these two major undertakings will result in increased and
2016 will be a year of consolidation and delivery. Having stronger contributions from both the Plantation and Oil
invested quite a fair bit over the last few years, the Board is and Gas Divisions. Finally, the focus will be on the Group’s
looking forward to the Group delivering on some of these Engineering and Construction Division to deliver on the
investments. First to deliver will be the IIUM Teaching East Klang Valley Expressway (“EKVE”), which is slated
Hospital, which the Group has successfully completed for completion in 2019. The Board has been waiting for
and handed over to the International Islamic University this highway since 2008 and now that most of the legal
Malaysia for operations. The Group will be responsible and regulatory hurdles have been resolved, the ball
for the maintenance and management of the facilities for is finally in our court to deliver on the construction. The
the next 21.5 years. The Board is also expecting for the EKVE project as well as the other construction projects
Property Division to start delivering with at least 2 launches being undertaken by the division will hopefully propel the
of residential property phases in Terengganu. One will be Group to record its highest revenue in its history in 2016.
at the Group’s development in Tiara Paka, near Kertih
Naturally, the Group will not be averse for expansion
and Dungun. The other will be at Puncak Temala near Ajil.
should the right opportunity arise. In particular, the
With an estimated total GDV of RM1.4 billion across all the
Group’s Property Division is constantly on the lookout
Group’s property parcels, the Board and I are excited to
for smart partnership opportunities in terms of property
see this GDV being realised progressively through various
development. Also, the Group’s Plantation Division is
launches.
constantly evaluating potential new areas for expansion
Also set for delivery in 2016 will be the key facilities at and these include greenfield areas as well as mature
TBSB as well as the first palm oil mill in the Group’s plantations available at the right valuation and condition.
estate in Kalbar in Indonesia. Successful completion of
Acknowledgement
I would like to put on record my sincere gratitude to two
directors of the Group who stepped down in 2015. Y.Bhg
Dato’ Haji Ismail @ Mansor bin Said retired at the last
Annual General Meeting on 16 June 2015 after electing
not to seek re-election as an independent non-executive
director of the Group. Dato’ Ismail had served the Group
as an independent non-executive director since 26 May
1997 and his presence will certainly be missed. I wish
Dato’ Ismail a happy retirement.
YA Dato’ Wan Ahmad Farid bin Haji Wan Salleh had
stepped down as an independent non-executive director
of the Group on 1 December 2015. Consequently, he
was appointed as the Shah Alam High Court Judicial
Commissioner on 16 December 2015. Dato’ Wan Farid
was appointed to the Board on 12 July 2013 and the Group
had greatly benefited from his wise counsel, particularly
on legal matters during his tenure on the Board. Please
join me in wishing Dato’ Wan Farid a successful career
ahead in the Judiciary.
Note of Appreciation
On behalf of the Board, I wish to express my sincerest
gratitude and appreciation to the shareholders, various
government agencies, clients, consultants, supplier and
business partners who have contributed significantly to our
success and for the continuous support and confidence in
the AZRB Group.
I would also like to register my deepest gratitude to all
the people at AZRB and its Group of Companies for their
dedication and commitment to the Group’s cause.
Finally, I wish to place on record my deepest appreciation
to my fellow members of the Board, both at the Group level
as well as the various subsidiaries, for their wise counsel,
guidance and invaluable contributions.
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad
Chairman
Oil and Gas Division (“O&G Division”) Development Area (“MTJDA”) and the Malaysia/Vietnam
Commercial Arrangement Area (“CAA”) respectively,
The O&G Division performed well, delivering steady
whilst KSB currently serves the Malaysian oil and gas
results, as compared to the previous year, in the face of
fields in the North Malay Basin. With savings of up to 60%
significant challenges impacting the oil and gas industry in
in terms of steaming time between platform and supply
general. In a year where the industry has seen significant
base, TBSB stands to provide significant cost savings to
downturn and cutbacks impacting both big players and
its customers.
smaller companies alike, the ability of the division to deliver
the same level of revenue and profitability to the Group is The Group also considered the growth opportunity
quite an achievement. As at the provided by the acquisition of
date of this report, the outlook for MRSB. As part of the acquisition
the oil and gas industry remains of MRSB, the Group will have
uncertain although there is an over 200 acres of land it will
expectation of some level of use to develop the supply base
recovery towards the end of itself with further access to about
2016. 1,000 acres of land, subject to
acquisition, which has been
Given the severe downturn
gazetted by the state government
affecting the industry, the Group
to be land for industrial port
took the opportunity to expand
use. This will enable the Group
its presence in the industry
to develop TBSB not only into
by acquiring 51% shareholding
an oil and gas supply base
stake in Matrix Reservoir Sdn
of choice but also into a
Bhd (“MRSB”). MRSB is the
major industrial hub and port
owner of the Tok Bali Supply
serving Kelantan and Northern
Base in Tok Bali, Kelantan. This
Terengganu. Together with the
represents a return to the oil
commercial and residential
and gas supply base business
requirements associated with
for the Group, having owned a
the port, the Group will have
21.57% stake in Eastern Pacific
the opportunity to have its E&C
Industrial Corporation Berhad
Division and Property Division
(“EPIC”) between October 2007
involved in the overall TBSB
and December 2010. EPIC is the
master plan.
owner and operator of Kemaman
Supply Base (“KSB”), which The last main consideration for
together with TBSB and the the Group was the nature of
Asian Supply Base in Labuan are business and expertise required.
the only three gazetted oil and It must be noted that the Group
gas supply bases in Malaysia. has been involved in the supply
The opportunity to own and operate a strategically located
base bunkering business at KSB for over 20 years.
supply base was too good to ignore even in the current
Bunkering is one of the major activities and services
depressed climate faced by the oil and gas industry.
provided at supply bases. Therefore, the nature of business
In coming to its decision to acquire MRSB, the Group took is complementary to the division’s existing activities. Of
into account its strategic location, being much closer to greater note is that the Managing Director and Head of
the oil and gas fields of the North Malay Basin than any of
the O&G Division, Y.Bhg Dato’ Haji Mustaffa bin Mohamad
the current supply bases serving the region, namely KSB,
was the person originally responsible for the building,
Songkhla and Vung Tau. The supply bases at Songkhla
development and operation of KSB prior to him joining the
and Vung Tau serves the Malaysia-Thailand Joint
Group as an Executive Director. In this regard, the Group Group’s hospitality and facilities management businesses.
has the right expertise within its Senior Management to The Group’s hospitality business currently operates one
lead and subsequently manage the acquisition. Following hotel, the Residence Inn Cherating whilst the Group’s
the signing of the agreement to acquire MRSB on 25 facilities management business will commence in 2016
November 2015, MRSB appointed Dato’ Mustaffa to be with the maintenance and facilities management of
the IIUM Teaching Hospital, for which the Group has a
the Managing Director of MRSB Group.
concession with the Ministry of Higher Education for the
The Group is very positive on its acquisition of MRSB. next 21.5 years.
Dato’ Mustaffa and his team has embarked on the first
For the Group’s property development business, 2015
phase of their plan for MRSB to equip TBSB with all
was a truly momentous year. During the year, the Property
the basic infrastructure and services for TBSB to be a
Division recorded two significant achievements. The
fully operational 24 hour supply base. The first phase is
first, was the acquisition of 67 acres of land near Ajil,
expected to incur capital expenditure of RM50 million with Terengganu, which the division intends to developed into
completion by 3rd quarter 2016. The Group looks forward a new integrated township, named Puncak Temala, with
to increased contribution from the O&G Division from 2017 a gross development value (“GDV”) of RM218 million.
onwards. The division intends to launch the first phase consisting of
residential units in the second half of 2016.
PROPERTY DIVISION
The second achievement was the receipt of a letter of
In the 2014 Annual Report, our Chairman noted in his award from Kwasa Land Sdn Bhd, the master developer
statement that the Group was looking to elevate its property for 2,330 acres Kwasa Damansara township, appointing
development business into a full-fledged business division. the Group as a development partner for the residential
I am pleased to report that during the year under review, parcel R3-4 at Kwasa Damansara. The award was a result
the Group successfully executed its plans to establish a of a successful tender put in by the Group, which entails
new Property Division to not only encompass the property the development of a unit high rise residential project with
development business of the Group but also to include the 188 units on 3.91 acres of land. It provides the Group with
a prominent development opportunity in the mature Klang Group will also launch the first residential phase at its
Valley market at a strategic location in the prestigious Tiara Paka development in Paka, Terengganu. The first
Kwasa Damansara township. Kwasa Damansara is a phase consists of 63 units of single storey terrace houses
2,330 acre iconic township nestled in between the highly and 20 units of affordable town houses is planned for
sought after Kota Damansara township and Subang launch by 2nd quarter 2016. Tiara Paka is the residential
Airport. The Kwasa Damansara development will include precinct of the overall Taman Industry Paka that is also
various residential projects catering to various income developed by the Group. Located just north of Kertih, it is
groups as well as full fledge commercial development poised to take advantage of the continuing development
that includes offices, retail and in Kertih, especially at the Kertih
commercial complexes. It will be Polymer Park, which in turn
connected to other main economic is a development initiative by
centres in the Klang Valley via a ECERDC.
network of highways as well as
by the Klang Valley Mass Rapid The Group also has additional
Transit (“MRT”) system. development parcels in Pahang,
which the division plans to
The Group has subsequent to the develop in 2017 or 2018. Overall,
letter of award, signed a formal the balance GDV of all the
Development Rights Agreement property development parcels
with Kwasa Land Sdn Bhd for the under the Group’s control
development of R3-4, which will stands at RM1.4 billion as at 31
now permit the Group to do the December 2015. The Group is
necessary submission of plans excited at the Property Division’s
to both the master developer Artist Impression, Rimbun Damansara. prospects and is confident of the
and local authorities. The Group future contribution of the division
has named the development as to the Group.
Rimbun Damansara and it will
feature a mix of 162 units of high PLANTATION DIVISION
rise units of various sizes and 26
The year under review saw
units of garden villas. All units in
improvements at the Group’s
the development will have a prime
Plantation Division. Although,
view of the 42 acres urban park
losses at the division widened
being developed by the master
as compared to the previous
developer, which will include
year, production and yield saw
sporting facilities like playing fields,
good improvement from the
tennis courts, jogging and cycling
previous year. Unfortunately, the
tracks as well as an 18 acre recreational lake. Located
dampened palm oil prices and unfavourable exchange rates
right on the park itself, Rimbun Damansara will have direct
impacted greatly on the division’s financial performance.
access into the park thereby adding to the resort-themed
The division is hopeful that 2016 will be a better year, with
green ambience of our development. With an estimated
yields expected to more than double and with improving
GDV of RM257 million, and launching planned by early
sentiments in the palm oil market should see losses at the
2017 at the latest, Rimbun Damansara is the perfect
division narrowing significantly barring, further exchange
development to act as an anchor to the Group’s property
rate erosion versus the US Dollar. The real turnaround
development ambitions.
is only expected in 2017 with the commissioning of the
The Group will brand all its residential and commercial division’s first palm oil mill at its estate in Kalimantan Barat.
developments under the AZ Land & Properties branding.
The year 2015 saw a significant addition to the division’s
Aside from Rimbun Damansara and Puncak Temala, the
senior management line up when we welcomed on board,
Encik Abdul Halim Ashari as Executive Commissioner our plantation has a planted area of 7,043 ha with a
of the division. Pak Halim, as he is known internally, matured area of 4,243 ha. We have plans to plant up to
carved a stellar career as the former President Director 10,000 ha at the existing estate. In addition to the existing
of Eagle High Plantations. Having joined Eagle High planting, the division is also looking to acquire new areas,
Plantations, then known as BW Plantation in 2002, he was for future expansion. Also under consideration for potential
instrumental in bringing BW Plantation to listing in 2009 acquisition will be existing planted plantations of the right
and later overseeing the effective sale of the company to valuation and condition.
the Rajawali Group in 2014. With nearly 40 years in the
industry, including careers at Kulim Berhad and Boustead
Plantations, Pak Halim brings with him a wealth of
experience and expertise that will help propel the division
to the next level. The Group is very fortunate to have a
person of such high calibre leading the Plantation Division.
Moving Forward
As I have illustrated, 2016 will be a busy year for each and every business division of the Group. It also entails
significant capital expenditure for the whole group, with close to RM200 million scheduled to be spent in 2016 and
2017. The Group sees these as necessary investments for which the returns will be both sizeable and of added
value to the Group. As the Group grows, the importance of Group oversight over its businesses is paramount. I am
fortunate to have an able group of Senior Management members assisting me on managing and overseeing the
various group businesses. Each business division has an Executive Committee (“Exco”) that meets regularly to
deliberate and decide upon the divisions operations. Additionally, each division is anchored by a board of directors
with an independent chairman or president commissioner chairing the meetings. The Group has always made it
a practice to invite independent persons to sit on its subsidiary board of directors in the interest of strengthening
corporate governance.
This year, the Group has deliberately chosen people as its main theme for the Annual Report. Regardless of
the value of projects and amount we will spend on capital expenditures, the people of the Group will be the true
determinant of the Group’s success. Without the right expertise at all levels of the Group, the Group will not be
able to function well as a business. We are very much dependent on the efforts of our people to deliver on all our
promises and dreams. In this regard, I would like to celebrate and express my deepest gratitude to all the people
in the Group for their continued efforts, dedication, commitment and sacrifice on behalf of the Group. The people of
AZRB are fully committed to grow and develop the Group for the benefit of all stakeholders. That is both our promise
and aspiration.
Signing of Sub-Lease and Throughput Agreement between Tok Bali Supply Base Sdn Bhd and Astral Far East Sdn Bhd (21 January)
Professional Visit by MBA Program Students from Universiti Malaysia Terengganu (22 May)
AZRB Hari Raya Open House at D’Saji Restaurant Kuala Lumpur (2 August)
Signing Ceremony for Mix Development Project in Marang, Terengganu between Terengganu State Government and
Temala Development Sdn Bhd (10 September)
AZRB CSR Program with children of Rahoma Darul Fakir (31 October)
Signing Ceremony on the Acquisition Agreement between Matrix Reservoir Sdn Bhd and Ahmad Zaki Resources Berhad
(25 November)
Directors & Senior Management Retreat at Holiday Inn Resort Phuket, Patong, Thailand (26 – 29 November)
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2015.
Principal activities
The Company is principally engaged in investment holding, providing management services and as contractor of
civil and structural works, whilst the principal activities of the subsidiaries are as stated in Note 19 to the Financial
Statements. There have been no significant changes in the nature of these activities during the financial year
Results
Group Company
RM RM
21,579,473 12,206,209
Dividends
Since the end of the previous financial year, the Company paid a single tier interim dividend of 2.0 sen per ordinary
share of RM0.25 each, totalling RM9,641,243 in respect of the financial year ended 31 December 2015 on 14 August
2015.
The Directors do not recommend any final dividend to be paid for the financial year under review.
Warrants
The warrants are constituted by a Deed Poll dated 18 March 2014. Each warrant entitles the registered holder
to subscribe for 1 new ordinary share in the Company at any time on or after 14 May 2014 till 13 May 2024 at an
exercise price of RM0.70 per ordinary share for every warrant held in accordance with the provisions in the Deed
Poll. Any warrants not exercised at the date of maturity will lapse and cease to be valid for any purpose.
Treasury shares
There was no repurchase of the Company’s shares during the financial year under review.
As at 31 December 2015, the Company held a total of 1,478,100 ordinary shares as treasury shares out of its issued
and paid-up share capital of 483,540,255 ordinary shares. Such treasury shares are held at carrying amount of
RM1,025,787 and further relevant details are disclosed in Note 28 to the Financial Statements.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors,
will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when
they fall due.
In the opinion of the Directors, other than as disclosed in the financial statements, the financial performance of the
Group and of the Company for the financial year ended 31 December 2015 have not been substantially affected by
any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred
in the interval between the end of that financial year and the date of this report.
Directors
Directors who served on the Board of the Company since the date of the last report are:
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda
Dato’ Wan Zakariah bin Haji Wan Muda
Dato’ Haji Mustaffa bin Mohamad
Dato’ W Zulkifli bin Haji W Muda
Dato’ Haji Roslan bin Tan Sri Jaffar
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
Datuk (Prof.) A Rahman @ Omar bin Abdullah
Dato’ Haji Ismail @ Mansor bin Said (retired on 16 June 2015)
Dato’ Wan Ahmad Farid bin Haji Wan Salleh (resigned on 1 December 2015)
Directors’ interests
The interests and deemed interests in the ordinary shares and warrants of the Company and of its related corporations
(other than wholly-owned subsidiaries) of those who were Directors at financial year end (including the interests of
the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the
Register of Directors’ Shareholdings are as follows:
Ordinary Shares of RM0.25 each
At At
01.01.2015 Bought Sold 31.12.2015
Direct interest in the Company
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 3,821,975 - - 3,821,975
Dato’ Wan Zakariah bin Haji Wan Muda 4,114,418 - - 4,114,418
Dato’ Haji Mustaffa bin Mohamad 3,300,009 - - 3,300,009
Dato’ W Zulkifli bin Haji W Muda 6,670,968 - - 6,670,968
Dato’ Haji Roslan bin Tan Sri Jaffar 577,500 15,000 - 592,500
Datuk (Prof.) A Rahman @ Omar bin Abdullah 2,100,000 - - 2,100,000
Warrants 2014/2024
At At
01.01.2015 Bought Sold 31.12.2015
Direct interest in the Company
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 876,157 - - 876,157
Dato’ Wan Zakariah bin Haji Wan Muda 881,661 - - 881,661
Dato’ Haji Mustaffa bin Mohamad 681,430 - - 681,430
Dato’ W Zulkifli bin Haji W Muda 1,486,636 56,700 - 1,543,336
Dato’ Haji Roslan bin Tan Sri Jaffar 123,750 - - 123,750
Datuk (Prof.) A Rahman @ Omar bin Abdullah 450,000 - - 450,000
* Deemed interest in securities held through persons connected with the Director.
By virtue of the directors’ interests in the shares of the ultimate holding company, the above mentioned directors are
also deemed interested in the shares of the Company and its subsidiaries during the financial year to the extent that
the Company has an interest.
None of the other Directors holding office at 31 December 2015 had any interest in the ordinary shares and warrants
of the Company and of its related corporations during the financial year.
Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive
any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable
by Directors as shown in the financial statements of the Company or of related corporations) by reason of a contract
made by the Company or a related corporation with the Director or with a firm of which the Director is a member,
or with a company in which the Director has a substantial financial interest other than certain Directors who have
significant financial interests in companies which traded with certain companies in the Group in the ordinary course
of business as disclosed in Note 40 to the financial statements.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors
of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any
other body corporate.
Holding company
The Directors regard Zaki Holdings (M) Sdn. Bhd., a company incorporated and domiciled in Malaysia, as the
ultimate holding company of the Company.
Auditors
The auditors, Messrs Deloitte, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad Dato’ Wan Zakariah bin Haji Wan Muda
Kuala Lumpur,
31 March 2016
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditors consider internal control relevant to the entity’s preparation of financial statements that give a true and
fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors,
as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the
Company as of 31 December 2015 and of their financial performance and cash flows for the year then ended in
accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of
the Company are in form and content appropriate and proper for the purposes of the preparation of the financial
statements of the Group, and we have received satisfactory information and explanations as required by us for
those purposes; and
(d) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification and did not include
any adverse comment made under sub-section (3) of Section 174 of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility towards any other
person for the contents of this report.
DELOITTE
AF 0080
Chartered Accountants
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
Revenue 4 714,972,361 662,358,562 20,415,000 10,883,668
Cost of sales 5 (588,318,518) (547,843,355) (494,439) -
Gross profit 126,653,843 114,515,207 19,920,561 10,883,668
Other operating income 18,223,270 4,708,942 17,767,091 3,063
Administrative expenses (63,588,970) (55,620,242) (17,547,661) (13,514,096)
Other operating expenses (8,466,442) (20,076,965) (97,995) (2,755,408)
Results from operating activities 72,821,701 43,526,942 20,041,996 (5,382,773)
Finance income 6 3,170,024 3,457,227 829,698 1,174,529
Finance costs 7 (46,566,278) (21,692,322) (8,172,234) (3,649,623)
Net finance costs (43,396,254) (18,235,095) (7,342,536) (2,475,094)
Share of profit of joint ventures 21 2,656,298 371,877 - -
Share of gain of equity-accounted
investees, net of tax - 4,120 - -
Profit/(Loss) before tax 8 32,081,745 25,667,844 12,699,460 (7,857,867)
Income tax (expense)/credit 10 (10,502,272) (13,411,298) (493,251) 1,294,230
Profit/(Loss) for the year 21,579,473 12,256,546 12,206,209 (6,563,637)
Other comprehensive loss, net of tax
Items that may be reclassified
subsequently to profit or loss
Foreign currency translation differences
for foreign operations (3,570,046) (216,295) (1,259,018) (277,681)
Items that will not be subsequently
reclassified to profit or loss
Actuarial loss from employee benefits - (117,734) - -
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
Profit/(Loss) attributable to:
Owners of the Company 22,876,507 13,508,221 12,206,209 (6,563,637)
Non-controlling interests (1,297,034) (1,251,675) - -
Profit/(Loss) for the year 21,579,473 12,256,546 12,206,209 (6,563,637)
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
Assets
Property, plant and equipment 12 114,671,381 96,273,850 2,102,255 1,259,378
Prepaid lease payments 13 7,799,965 8,045,685 - -
Land held for development 14 24,228,215 8,958,539 - -
Biological assets 15 140,456,739 124,968,527 - -
Investment property 16 - - - -
Intangible assets 17 39,919,750 16,409,759 - -
Goodwill 18 6,158,155 6,158,155 - -
Investments in subsidiaries 19 - - 89,002,747 87,002,077
Investments in associates 20 165,005 165,005 - -
Interests in joint ventures 21 3,103,823 447,525 34,000 34,000
Available-for-sale investments 22 115,500 115,500 68,000 68,000
Deferred tax assets 31 31,516,565 24,694,953 - -
Trade and other receivables 23 108,305,524 87,591,176 43,105,993 37,130,333
Total non-current assets 476,440,622 373,828,674 134,312,995 125,493,788
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
Equity
Share capital 27 120,885,064 120,885,064 120,885,064 120,885,064
Reserves 28 217,899,399 207,862,683 16,642,138 15,336,190
Equity attributable to owners
of the Company 338,784,463 328,747,747 137,527,202 136,221,254
Non-controlling interests 2,324,196 3,993,522 - -
Total equity 341,108,659 332,741,269 137,527,202 136,221,254
Liabilities
Loans and borrowings 29 690,663,068 403,809,897 1,224,639 565,042
Employee benefits 30 2,324,382 1,720,862 - -
Deferred tax liabilities 31 56,290,606 45,854,278 1,502,576 1,216,749
Total non-current liabilities 749,278,056 451,385,037 2,727,215 1,781,791
At 1 January 2015 120,885,064 21,888,800 7,667,033 27,890,739 3,366,111 (1,025,787) 148,075,787 328,747,747 3,993,522 332,741,269
Total comprehensive
(loss)/income for the year - - - - (3,198,548) - 22,876,507 19,677,959 (1,668,532) 18,009,427
At 31 December 2015 120,885,064 21,888,800 7,667,033 27,890,739 167,563 (1,025,787) 161,311,051 338,784,463 2,324,196 341,108,659
Attributable to owners of the Company
Non-distributable Distributable
Foreign
exchange Non-
Share Share Capital Warrant translation Treasury Retained controlling Total
Group Note(s) capital premium reserve reserve reserve shares earnings Total interests equity
RM RM RM RM RM RM RM RM RM RM
At 1 January 2014 138,471,095 24,636 - - 3,506,815 (1,025,787) 73,110,899 214,087,658 5,326,675 219,414,333
Total comprehensive
(loss)/income for the year - - - - (140,704) - 13,396,374 13,255,670 (1,333,153) 11,922,517
Right issue with free warrants 18&19 51,649,516 23,758,778 - 27,890,739 - - - 103,299,033 - 103,299,033
At 31 December 2014 120,885,064 21,888,800 7,667,033 27,890,739 3,366,111 (1,025,787) 148,075,787 328,747,747 3,993,522 332,741,269
73
74
Annual Report 2015
Attributable to owners of the Company
Non-distributable
Foreign
exchange
Share Share Capital Warrant translation Treasury (Accumulated Total
Company Note(s) capital premium reserve reserve reserve shares losses) equity
RM RM RM RM RM RM RM RM
At 1 January 2015 120,885,064 21,888,800 7,667,033 27,890,739 232,426 (1,025,787) (41,317,021) 136,221,254
At 31 December 2015 120,885,064 21,888,800 7,667,033 27,890,739 (1,026,592) (1,025,787) (38,752,055) 137,527,202
Total contribution from owners of the Company (17,586,031) 23,758,778 7,667,033 27,890,739 - - 61,568,514 103,299,033
At 31 December 2014 120,885,064 21,888,800 7,667,033 27,890,739 232,426 (1,025,787) (41,317,021) 136,221,254
75
STATEMENTS OF CASH FLOWS
for the year ended 31 December 2015
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
Cash flows from operating activities
Profit/(Loss) before tax 32,081,745 25,667,844 12,699,460 (7,857,867)
Adjustments for:-
Amortisation of prepaid lease payments 13 441,713 436,406 - -
Depreciation of property, plant and equipment 12 8,802,520 8,883,411 671,146 841,256
Amortisation of land application costs 65,054 61,661 - -
Amortisation of biological assets 15 5,299,620 4,587,074 - -
Accretion of fair value and amortised cost on
non-current receivables - net 6,189,851 8,468,207 2,586,351 4,589,142
Bad debts written off 19,119 1,002,845 19,119 1,000,000
Property, plant and equipment written off 81,615 28 - -
Interest expense 7 38,068,468 20,735,534 3,140,683 3,649,623
Gain on foreign exchange - unrealised (3,439,321) (307,721) (8,562,011) (2,481,738)
Biological assets written off 15 550,034 4,567,887 - -
Employee retirement benefits provision 30 385,601 356,621 - -
Gain on disposal of property, plant and
equipment - net (12,181,754) (288,540) (86,048) (3,063)
Amortisation of transaction costs 1,084,410 120,098 - -
Interest income 6 (3,170,024) (3,457,227) (829,698) (1,174,529)
Share of profit of joint ventures 21 (2,656,298) (371,877) - -
Share of gain of equity-accounted
investees, net of tax - (4,120) - -
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
Cash (used in)/generated from operations (226,903,138) (208,684,724) (12,673,761) 80,536
(Cont’d)
Interest paid (35,435,391) (18,458,117) (3,140,683) (3,649,623)
Interest received 3,170,024 3,463,102 827,411 1,184,306
Income tax (paid)/refund (7,087,950) (12,424,486) - 2,380,969
Net cash flows used in operating activities (226,256,455) (236,104,225) (14,987,033) (3,812)
Cash and cash equivalents at end of the year (ii) 89,900,783 72,695,787 9,462,387 38,688,083
Group Company
2015 2014 2015 2014
RM RM RM RM
Finance lease liabilities 2,671,242 1,002,000 1,150,000 -
Cash payments 26,838,024 3,405,350 385,843 -
29,509,266 4,407,350 1,535,843 -
1. General Information
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main
Market of Bursa Malaysia Securities Berhad.
The consolidated financial statements of the Company as at and for the financial year ended 31 December 2015
comprise financial statements of the Company and its subsidiaries (together referred to as the “Group” and individually
referred to as “Group entities”) and the Group’s interest in associates and joint ventures. The financial statements of
the Company as at and for the financial year ended 31 December 2015 do not include other entities.
The Company is principally engaged in investment holding, providing management services and as contractor of civil
and structural works, whilst the principal activities of the subsidiaries are as stated in Note 19. There has been no
significant change in the nature of these activities during the financial year.
The Company’s registered office and principal place of business is located at Menara AZRB, No. 71, Persiaran Gurney,
54000 Kuala Lumpur.
These financial statements were authorised for issue by the Board of Directors on 31 March 2016.
2. Basis of Preparation
The financial statements of the Group have been prepared in accordance with Financial Reporting Standards
(“FRSs”) and the provision of the Companies Act, 1965 in Malaysia.
The Group include transitioning entities and has elected to continue to apply FRS during the financial year. The
Group will be adopting the new IFRS-compliant framework, Malaysian Financial Reporting Standards (“MFRS”) for
annual period beginning on 1 January 2018. In adopting the new framework, the Group will be applying MFRS 1
“First-time adoption of MFRS”.
The Group is currently assessing the impact of adoption of MFRS 1, including identification of the differences in
existing accounting policies as compared to the new MFRSs and the use of optional exemptions as provided for in
MFRS 1. At the date of authorisation for issue of these financial statements, accounting policy decisions or elections
have not been finalised. Thus, the impact of adopting the new MFRS Framework on the Group’s first set of financial
statements prepared in accordance with the MFRS Framework cannot be determined and estimated reliably until
the process is complete.
The Group has applied the following amendments for the first time for the financial year beginning on 1 January
2015:
• Annual Improvements to FRSs 2010 – 2012 Cycle
• Annual Improvements to FRSs 2011 – 2013 Cycle
• Amendments to FRS 119 “Defined Benefit Plans: Employees Contributions”
The adoption of the Annual Improvements to FRSs 2010 – 2012 Cycle has required additional disclosures about
the aggregation of segments. Other than that, the adoption of these amendments did not have any impact on the
current or any prior year and are not likely to affect future periods.
At the date of authorisation for issue of these financial statements, the relevant new and revised Standards and
Amendments which were in issue but not yet effective and not early adopted by the Group are listed below.
• Amendment to FRS 11 ‘Accounting for Acquisitions of Interests in Joint Operations’ (effective from 1 January
2016) requires an investor to apply the principles of FRS 3 ‘Business Combination’ when it acquires an interest
in a joint operation that constitutes a business. The amendments are applicable to both the acquisition of the
initial interest in a joint operation and the acquisition of additional interest in the same joint operation. However,
a previously held interest is not re-measured when the acquisition of an additional interest in the same joint
operation results in retaining joint control.
• Annual Improvements to FRSs 2012-2014 (effective from 1 January 2016).
• FRS 9 ‘Financial Instruments’ (effective from 1 January 2018) will replace FRS 139 “Financial Instruments:
Recognition and Measurement”.
FRS 9 retains but simplifies the mixed measurement model in FRS 139 and establishes three primary
measurement categories for financial assets: amortised cost, fair value through profit or loss and fair value
through other comprehensive income (“OCI”). The basis of classification depends on the entity’s business model
and the cash flow characteristics of the financial asset. Investments in equity instruments are always measured
at fair value through profit or loss with an irrevocable option at inception to present changes in fair value in OCI
(provided the instrument is not held for trading). A debt instrument is measured at amortised cost only if the entity
is holding it to collect contractual cash flows and the cash flows represent principal and interest.
For liabilities, the standard retains most of the FRS 139 requirements. These include amortised cost accounting
for most financial liabilities, with bifurcation of embedded derivatives. The main change is that, in cases where
the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own
credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an
accounting mismatch.
FRS 9 introduces an expected credit loss model on impairment that replaces the incurred loss impairment model
used in FRS 139. The expected credit loss model is forward-looking and eliminates the need for a trigger event
to have occurred before credit losses are recognised.
The Group is currently assessing the impact of adoption of the above new standards and amendments.
The financial statements of the Group have been prepared under the historical cost convention. Historical cost is
generally based on the fair value of the consideration given in exchange for assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group take
into account the characteristics of the asset or liability if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis,
except for share-based payment transactions that are within the scope of FRS 2, leasing transactions that are within
the scope of FRS 117, and measurements that have some similarities to fair value but are not fair value, such as net
realisable value in FRS 102 or value in use in FRS 136.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on
the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to
the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or
liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional currency.
All financial information is presented in RM unless otherwise stated.
The preparation of the financial statements in conformity with FRSs requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies
that have significant effect on the amounts recognised in the financial statements other than those disclosed in the
following notes:
• Note 3 (h)(ii) - valuation of investment property
• Note 3 (i)(ii) - goodwill
• Note 3 (n) - impairment of financial and other assets
• Note 3 (r)(ii) - construction contracts revenue
• Note 3 (t) - recognition of deferred tax assets
The accounting policies set out below have been applied consistently to the periods presented in these financial
statements, and have been applied consistently by the Group entities.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the
acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets at the
acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs
in connection with a business combination are expensed as incurred.
(iii) Associates
Associates are entities, including unincorporated entities, in which the Group has significant influence, but not
control, over the financial and operating policies.
Investments in associates are accounted for in the consolidated financial statements using the equity method
less any impairment losses. The cost of the investment includes transaction costs. The consolidated financial
statements include the Group’s share of the profit or loss and other comprehensive income of the associates,
after adjustments, if any, to align the accounting policies with those of the Group, from the date that significant
influence commences until the date that significant influence ceases.
As lessor
The Group shall recognise assets held under a finance lease in its statement of financial position and present
them as a receivable at an amount equal to the net investment in the lease.
Under a finance lease substantially all the risks and rewards incidental to legal ownership are transferred
by the Group, and thus the lease payment receivable is treated by the Group as repayment of principal and
finance income to reimburse and reward the Group for its investment and services.
Initial direct costs are often incurred by the Group and include amounts such as commissions, legal fees and
internal costs that are incremental and directly attributable to negotiating and arranging a lease. These costs
are included in the initial measurement of the finance lease receivable and reduce the amount of income rec-
ognised over the lease term.
(j) Inventories
(n) Impairment
(q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation.
4. Revenue
Group Company
2015 2014 2015 2014
RM RM RM RM
5. Cost of Sales
Group Company
2015 2014 2015 2014
RM RM RM RM
6. Finance Income
Group Company
2015 2014 2015 2014
RM RM RM RM
Interest income of
financial assets other than at
fair value through profit or loss 3,170,024 3,457,227 829,698 1,174,529
7. Finance Costs
Group Company
2015 2014 2015 2014
RM RM RM RM
Interest expense of
financial liabilities other than
at fair value through profit or loss:
- term loans 27,844,471 17,409,670 - -
- overdrafts 1,823,784 1,356,475 - -
- other borrowings 8,400,213 1,969,389 3,140,683 3,649,623
38,068,468 20,735,534 3,140,683 3,649,623
- other finance costs 8,497,810 956,788 5,031,551 -
Included in employee benefits expense of the Group and of the Company are Executive Directors’ remuneration
amounting to RM6,005,700 (2014: RM4,895,302) and RM3,515,882 (2014: RM2,577,675) respectively as further
disclosed in Note 9.
Non-Executive Directors
- fees 644,000 608,000 644,000 608,000
- emoluments 83,200 40,700 77,300 37,100
Total remuneration (excluding benefit-in-kind) 727,200 648,700 721,300 645,100
Estimated monetary value of benefit-in-kind 57,288 32,000 26,138 18,300
Total remuneration (including benefit-in-kind) 784,488 680,700 747,438 663,400
103
Notes To The Financial Statements (Cont’d)
Accumulated Depreciation
At 1 January 2014 42,371 2,443,157 359,568 2,845,096
Depreciation for the year - 841,256 - 841,256
Disposals - (75,238) - (75,238)
Effect of movements in exchange rates 1,581 - 1,166 2,747
(i) the cost and the net carrying amount of property, plant and equipment under finance lease arrangements as follows:
Machinery Furniture,
and Motor fittings and
equipment vehicles equipment Total
Group RM RM RM RM
2015
Cost 4,150,955 19,798,413 - 23,949,368
2014
Cost 6,362,405 19,636,939 54,123 26,053,467
Machinery Furniture,
and Motor fittings and
equipment vehicles equipment Total
Company RM RM RM RM
2015
Cost - 3,237,368 - 3,237,368
2014
Cost - 3,665,877 - 3,665,877
(ii) freehold land and buildings of the Group with total net carrying amounts of RM62,263,783 (2014: RM76,757,122)
are charged to financial institutions as securities for banking facilities granted to its subsidiaries as disclosed in Note
29(a)(viii) and Note 29(c).
Group
2015 2014
RM RM
Cost
At 1 January 11,720,545 11,622,635
Effect of movements in exchange rates 246,782 97,910
At 31 December 11,967,327 11,720,545
Accumulated amortisation
At 1 January 3,674,860 3,223,684
Amortisation during the year 441,713 436,406
Effect of movements in exchange rates 50,789 14,770
At 31 December 4,167,362 3,674,860
Carrying amount
At 31 December 7,799,965 8,045,685
Analysed as follows:
Short-term leasehold land 7,799,965 8,045,685
The short-term leasehold land of the Group has an unexpired lease period of less than fifty (50) years.
Group
2015 2014
RM RM
Cost
At 1 January 8,958,539 8,958,539
Additions 15,269,676 -
24,228,215 8,958,539
Biological assets are in respect of expenditure incurred by a subsidiary on new planting of oil palm in a plantation
located in the Republic of Indonesia.
Group
2015 2014
RM RM
Cost
At 1 January 144,407,057 137,530,755
Additions 26,062,404 14,858,718
Reversal to Mitra recoverable account (Note a) (3,244,708) (9,947,408)
Written off during the year (Note a) (550,034) (4,567,887)
Effect of movements in exchange rates 625,622 6,532,879
Accumulated amortisation
At 1 January 19,438,530 14,279,181
Amortisation during the year 5,299,620 4,587,074
Effect of movements in exchange rates 2,105,452 572,275
Carrying amount
At 31 December 140,456,739 124,968,527
Included in the additions of biological assets (before amortisation) for the year are:
Group
2015 2014
RM RM
Staff costs 1,291,435 922,831
Note a
In accordance with the Plantation Law of Republic of Indonesia, oil palm companies that develop plantations are
required to have certain portion of their plantation areas to be developed and thereafter to be transferred to small land
owners for their management under the supervision of the Subsidiary Company. Such assistance to local owners is
known as “Mitra” program. Excess costs incurred on the Mitra development was written off during the year.
At 31 December - -
This represents the expenditure incurred to procure the concession rights (license) for collection of toll over a
concession period of fifty (50) years from the Government of Malaysia in exchange for services to be rendered in
connection with the design, construction, completion, operation, management and maintenance of the East Klang
Valley Expressway (“EKVE”) pursuant to the Concession Agreement signed on 13 February 2013. The total estimated
construction costs of EKVE project is approximately RM1,551,130,000.
18. Goodwill
Group
2015 2014
RM RM
At 1 January 6,158,155 3,747,557
Addition arising from acquisition of new
subsidiary during the year - 2,410,598
For the purpose of impairment testing, goodwill is allocated to the subsidiaries which represent the lowest level within
the Group at which the goodwill is monitored for internal management purposes.
The aggregate carrying amounts of goodwill allocated to each subsidiary are as follows:
Group
2015 2014
RM RM
6,158,155 6,158,155
The recoverable amount of the Malaysian quarry business unit is calculated at fair value less costs of disposal using
the quarry land held as basis. The fair value less costs of disposal is estimated based on the bid price of other quarry
land within the vicinity of where the Group’s quarry land is located.
The recoverable amount of the Malaysian hotel operator unit is determined based on value in use calculation which
uses cash flow projections based on financial budgets approved by the Directors covering a five (5) year period with
a pre-tax discount rate of 6% per annum.
Company
2015 2014
RM RM
Unquoted shares, at cost
At 1 January 99,036,687 98,036,687
Addition of new subsidiary 2,000,670 1,000,000
Proportion of ownership
interest and voting power
Country hold by the Group
Name of subsidiary Principal activities of incorporation 2015 2014
% %
Ahmad Zaki Sdn. Bhd. Contractors of civil and structural Malaysia 100 100
construction works
Inter-Century Sdn. Bhd. Dealer of marine fuels Malaysia 100 100
Tadok Granite Manufacturing Dormant Malaysia 100 100
Sdn. Bhd.
AZRB International Investment holding Malaysia 100 100
Ventures Sdn. Bhd.
Trend Vista Property Development Malaysia 100 100
Development Sdn. Bhd.
P.T. Ichtiar Gusti Pudi*^ Oil palm cultivation Republic of 95 95
Indonesia
Ahmad Zaki Saudi Arabia Contractors of civil Kingdom 95 95
Co. Ltd.*@ and structural works of Saudi Arabia
Peninsular Medical Sdn. Bhd Undertake design, development Malaysia 100 100
and the construction of a
teaching hospital as well as
to carry out the related
maintenance services
subsequent to the completion
of teaching hospital
AZ Land & Properties Property development Malaysia 100 100
Sdn. Bhd.
(formerly known as AZRB
Properties Sdn. Bhd.)
- 31,344
- 2,410,598
165,005 165,005
Goodwill included within the Group’s carrying amount of investments in associates is as follows:
Group
2015 2014
RM RM
Goodwill on acquisition
At 1 January/31 December 8,056 8,056
Proportion of ownership
interest and voting power
hold by the Group
Name of associate Principal activities 2015 2014
% %
Held through Ahmad Zaki Sdn. Bhd.
Summarised financial information of associates, not adjusted for the percentage ownership held by the Group:
2014
Fasatimur Sdn. Bhd. 50% - 8,240 595,585 (295,674)
Maxi Heritage Sdn. Bhd. 20% - - 119,408 (84,400)
The details of the joint ventures, all incorporated in Malaysia, are as follows:
Proportion of ownership
interest and voting power
hold by the Group
Name Project or Principal activities 2015 2014
% %
ii) Ahmad Zaki - Jasa Bakti Joint Venture Design and building of 70 70
“Sekolah Menengah Sains
Hulu Terengganu” in Terengganu
iv) Salcon MMCB AZSB JV Sdn. Bhd. Langat 2 water treatment plant 30 30
and water reticulation system in
Selangor Darul Ehsan/
Wilayah Persekutuan Kuala Lumpur
(a) The Group’s share of assets, liabilities, revenue and expenses of the joint ventures are as follows:
All the projects under the joint ventures (i) and (ii) have been completed in previous years and are currently pending
finalisation of the joint ventures accounts.
(a) Trade receivable of the Group consists of capital expenditure incurred on behalf of a customer for the construction
of a teaching hospital under the Private Financing Initiative that are only due for payment upon completion of the
teaching hospital which is expected to be in year 2016.
(b) Other receivables of the Group and of the Company consist of the award issued by the sole arbitrator of the
International Court of Arbitration under the International Chamber of Commerce in 2013 pertaining to the arbitration
initiated by the Group in year 2011 against a particular contract customer in respect of the development of a
university campus in Saudi Arabia. The Group, through its external legal counsels in Saudi Arabia, had filed the
arbitrator award with the local Saudi court on 2 February 2014 in order to obtain an enforcement order. Based on
the advice from its external legal counsels, the whole process of obtaining an enforcement order and recovering the
award will approximately be completed on or before 31 December 2017.
Group Company
Note 2015 2014 2015 2014
Current RM RM RM RM
Trade
External parties a 51,148,278 35,243,658 - -
Amount due from contract customers b 948,037,563 601,356,176 1,917,823 1,917,823
Amount due from a joint venture c 1,523,588 2,749,773 - -
Non-trade
Amount due from:
Ultimate holding company d 843,228 641,563 171,146 171,145
Subsidiaries d - - 191,847,519 172,017,537
Associate e 20,000 20,000 - -
Affiliates f 3,184,148 244,750 3,697 3,709
Note a
The Group’s and the Company’s normal credit term granted to customers ranges from 60 to 90 days (2014: 60 to 90
days).
Included in trade receivables from external parties at 31 December 2015 are retention sums of the Group of
RM26,539,380 (2014: RM26,516,184) relating to construction work-in-progress.
Retention sums are unsecured, interest-free and are expected to be collected within the normal operating cycle of the
Group as analysed below:
Group
2015 2014
RM RM
Within 1 year 1,499,725 1,499,725
1 - 2 years - -
2 - 3 years 3,166,849 -
3 - 4 years 21,440,350 111,021
More than 5 years 432,456 24,905,438
26,539,380 26,516,184
Note b
Group Company
2015 2014 2015 2014
Note RM RM RM RM
Aggregate costs incurred to-date 5,675,311,346 3,813,724,172 352,149,160 352,149,160
Add: Attributable profits 795,332,973 393,829,684 28,643,330 28,643,330
6,470,644,319 4,207,553,856 380,792,490 380,792,490
Less: Progress billings (5,535,637,564) (3,608,159,550) (378,874,667) (378,874,667)
935,006,755 599,394,306 1,917,823 1,917,823
Represented by:
Amount due from contract customers 948,037,563 601,356,176 1,917,823 1,917,823
Amount due to contract customers 32 (13,030,808) (1,961,870) - -
Included in additions to aggregate costs incurred to-date are the following amounts charged during the year:
Group
2015 2014
RM RM
Interest/finance costs capitalised 4,792,496 710,680
Staff costs 24,329,315 22,046,522
Rental of premises and land 301,400 707,286
Running cost of machinery 9,843,188 13,049,682
Rental of motor vehicles 450 3,570
Note c
The amount is unsecured, interest-free and repayable on demand.
Note d
These amounts are non-trade in nature, unsecured, interest-free and repayable on demand.
Note e
The amount, which is due from Maxi Heritage Sdn. Bhd. is unsecured, interest-free and repayable on demand.
Note f
Affiliates are companies which have common Directors and shareholders as that of the Company. The amount is
unsecured, interest-free and repayable on demand.
Note g
Included in the deposits during the financial year is the deposit of RM10 million made in relation to the acquisition of
Matrix Reservoir.
24. Inventories
Group
2015 2014
At cost:
Completed properties 8,075,663 6,193,096
Marine fuels and lubricants 5,000,176 6,207,808
Consumable goods 373,978 775,515
13,449,817 13,176,419
Recognised in profit or loss:
Inventories recognised as cost of sales 39,082,654 55,854,233
Included in deposits placed with licensed banks of the Group are deposits of RM38,236,831 (2014: RM38,227,484)
which have been pledged to financial institutions as security for bank guarantee and credit facilities granted to the
Group as disclosed in Note 29. Also included in deposits placed with licensed banks of the Company are deposits of
RM3,050,854 (2014: RM2,969,852) which have been pledged to financial institutions as securities for the overdraft
facility granted to its subsidiary as disclosed in Note 29(c).
The deposits placed with licensed banks of the Group and of the Company bear interest at effective interest rates
ranging from 2.55% to 4.00% (2014: 2.50% to 3.68%) and 2.55% to 3.30% (2014: 2.55% to 3.05%) per annum,
respectively.
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one
vote per share at meetings of the Company.
28. Reserves
Group Company
2015 2014 2015 2014
RM RM RM RM
Non-distributable:
Share premium 21,888,800 21,888,800 21,888,800 21,888,800
Capital reserve 7,667,033 7,667,033 7,667,033 7,667,033
Warrant reserve 27,890,739 27,890,739 27,890,739 27,890,739
Foreign exchange translation reserve 167,563 3,366,111 (1,026,592) 232,426
Distributable:
Retained earnings/(Accumulated losses) 161,311,051 148,075,787 (38,752,055) (41,317,021)
The movements in each category of the reserves are disclosed in the statements of changes in equity.
Share premium
Capital reserve
Capital reserve represents the credit surplus arising from the cancellation of par value of RM0.25 each amounting to
RM69,235,547 after setting off the Company‘s accumulated losses of RM61,568,514 as at 31 December 2012.
The foreign exchange translation reserve comprises all foreign currency differences arising from the translation of the
financial statements of foreign operations.
Warrant reserve
Warrant reserve relates to the fair value of warrants in relation to the right shares issued in 2014. In financial year 2014,
the Company issued 103,299,033 new detachable warrants (“Warrant(s)”) pursuant to the rights shares issued in 2014.
The fair value of the warrant has been determined based on its quoted price at the issuance date.
Treasury shares
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of the
acquisition costs of treasury shares net of the proceeds received on their subsequent sale or issuance.
There was no repurchase of the Company’s shares during the financial year.
Any repurchase transactions will be financed by internally generated funds and shall be held as treasury shares in
accordance with Section 67A of the Companies Act, 1965.
Of the total 483,540,255 (2014: 483,540,255) issued and fully paid-up ordinary shares as at 31 December 2015,
1,478,100 (2014: 1,478,100) shares are held as treasury shares by the Company. As at 31 December 2015, the number
of outstanding ordinary shares in issue after the set off is therefore 482,062,155 (2014: 482,062,155) ordinary shares
of RM0.25 (2014: RM0.25) each.
Note a
Group
Note 2015 2014
RM RM
Term loan - I (i) 151,016,113 69,535,236
Term loan - II (ii) - 22,113,967
Term loan - III (iii) 52,774,000 63,886,000
Term loan - IV (iv) 416,685,520 239,483,034
Term loan - V (v) 11,545,994 11,545,994
Term loan - VI (vi) 5,684,235 6,795,360
Term loan - VII (vii) 681,406 1,081,402
Term loan - VIII (viii) 18,860,240 -
Term loan - IX (ix) 43,315,197 -
700,562,705 414,440,993
Note c
The bank overdraft facilities are repayable on demand and bear interest at rates ranging from 7.85% to 8.10% (2014:
7.80% to 8.35%) per annum. Bank overdraft facilities are secured by deposits placed with licensed banks of the
Company and a subsidiary; freehold land and building as disclosed in Note 12; and a corporate guarantee from the
Company.
Note d
The trust receipts of the Group are repayable within 120 to 180 days (2014:120 to 180 days) and bear interest at 7.60%
(2014: 8.10%) per annum. These facilities are secured and supported by:
Note e
The revolving credits and murabahah facilities are repayable on demand and bear profit at rates ranging from 5.61%
to 6.19% (2014: 5.62% to 6.02%) per annum. These facilities are secured by corporate guarantee from the Company
and assignment of projects proceeds of a subsidiary.
Retirement benefits
Group
2015 2014
RM RM
Net defined benefit liability 2,324,382 1,720,862
The Group’s subsidiary in Indonesia makes provision for non-contributory defined benefit plan that provides pension
benefits for employees upon retirement, death, disability and voluntary resignation as required under Labour Law No.
13/2003 of the Republic of Indonesia. The plan entitles an employee to receive payment according to the years of
service.
The defined benefit plan exposes the Group to actuarial risks, such as longevity risk, currency risk and interest rate risk.
385,601 356,623
217,919 183,946
Post-employee benefits obligations as per 31 December 2015 and 2014 are calculated by Padma Radya Aktuaria, an
independent actuary based on report dated 23 March 2016, using the Project Unit Credit method.
Group Company
Note 2015 2014 2015 2014
RM RM RM RM
At 1 January 21,159,325 12,751,821 1,216,749 2,510,979
Recognised in profit or loss:
- Origination and reversal of
temporary differences 30 6,555,119 8,965,495 285,827 -
- Over provision in prior years 30 (616,360) (23,150) - (1,294,230)
Effect of movements in exchange rates (2,324,043) (534,841) - -
Deferred tax assets were not recognised in respect of the following items (stated at gross):
Group
2015 2014
RM RM
Tax losses carry forward 12,092,575 -
12,092,575 -
Deferred tax assets were not recognised in respect of those items because it was not probable that sufficient future
taxable profit would be available against which the Group could utilise the benefits therefrom. The tax losses carry-
forward do not expire under current tax legislation.
Note a
The normal credit term granted by suppliers of the Group and of the Company ranges from 30 to 90 days (2014: 30
to 90 days).
Included in trade payables of the Group are:
i) retention sums of RM78,717,434 (2014: RM84,845,883).
ii) amount due to affiliates as follows:
Group
2015 2014
RM RM
Amount due to subsidiaries of Chuan Huat
Resources Berhad, a company in which
Dato’ Sri Haji Wan Zaki bin Haji Wan
Muda has a substantial financial
interest and is also a Director
- Chuan Huat Industrial Marketing Sdn. Bhd. 738,001 1,074,229
- Chuan Huat Hardware Sdn. Bhd. 17,405 129,991
Affiliates are companies which have common Directors and shareholders as that of the subsidiaries. The amount is
unsecured, interest free and repayable on demand. The amount due to affiliates is subject to normal credit terms.
Note b
Advance payments received are in respect of interest free advances received by the subsidiaries for mobilisation of
its construction contracts. These advances are to be set off against the subsidiaries progress billings on the related
contracts.
Note c
This amount is unsecured, interest-free and repayable on demand.
Note d
Included in accruals and other payables of the Group is interest on borrowings amounting to RM6,458,278 (2014:
RM3,689,837).
33. Dividends
Dividend recognised and paid by the Company during the financial year was:
Sen per share Amount Date of payment
(net of tax) RM
2015
Interim dividend 2.00 9,641,243 14 August 2015
2014
Interim dividend - - -
The Group has four reportable segments, as described below, which are the Group’s strategic business units. The
strategic business units offer different products and services, and are managed separately because they require
different business strategies. For each of the strategic business units, the Managing Director (the chief operating
decision maker) reviews internal management reports at least on a quarterly basis. The following summary describes
the operations in each of the Group’s reportable segments:
Segment assets
The total of segment assets is measured based on all assets (including goodwill) of a segment, as included in the
internal management reports that are reviewed by the Group Managing Director. Segment total asset is used to
measure the return on assets of each segment.
Segment liabilities
The total of segment liabilities is measured based on all liabilities of a segment, as included in the internal management
reports that are reviewed by the Group Managing Director. Segment total liability is used to measure the gearing ratio
of each segment.
Geographical segments
The Group operates in four principal geographical areas of the world:
(i) Malaysia - civil and structural works, dealing in marine fuels, lubricants and petroleum based
products, property development, investment holding and provision of management
services.
Results
Segment results 52,125,390 14,082,754 (39,909,869) 2,438,062 12,689,110 (9,343,702) 32,081,745
Interest income 1,336,372 64,871 889,913 49,168 829,700 - 3,170,024
Interest expense (29,026,107) (149,538) (5,412,591) (9,086) (3,471,146) - (38,068,468)
Share of results
in joint ventures 2,656,298 - - - - 2,656,298
Other non-cash
expenses (i) (2,552,093) (30,881) (16,313,408) - 3,519,271 (3,439,320) (18,816,431)
Depreciation (5,807,089) (1,325,459) (727,447) (271,379) (671,146) - (8,802,520)
Other Information
Segment assets 1,366,555,638 145,118,416 48,918,476 23,907,855 185,759,416 (58,124,049) 1,712,135,752
Additions to non-current
assets (ii) 2,714,963 18,275,245 28,235,541 15,424,835 1,535,844 4,654,917 70,841,345
Investment in joint
ventures 3,103,823 - - - - - 3,103,823
Investments in associates 165,005 - - - - - 165,005
129
130
34. Operating Segments (Cont’d)
Results
Segment results 52,603,237 13,977,275 (33,796,730) 1,131,334 (8,499,127) 251,855 25,667,844
Interest income 2,119,283 113,799 10,397 26,785 26,785 1,186,963 - 3,457,227
Interest expense (14,609,336) (53,007) (2,079,026) (5,516) (3,988,649) - (20,735,534)
Share of results
Notes To The Financial Statements (Cont’d)
Other Information
Segment assets 870,516,557 26,900,832 169,120,222 22,301,062 129,865,541 (20,521,487) 1,198,182,727
Additions to non-current
assets (ii) 2,268,376 483,372 16,263,444 250,875 - - 19,266,067
Investment in joint
ventures 447,525 - - - - - 447,525
Investments in associates 165,005 - - - - - 165,005
Republic of Kingdom of
Malaysia Indonesia India Saudi Arabia Eliminations Consolidated
2015 RM RM RM RM RM RM
Total revenue from
external customers 729,726,499 7,981,086 - - (22,735,224) 714,972,361
2014
Total revenue from
external customers 664,322,292 5,381,270 - - (7,345,000) 662,358,562
131
Notes To The Financial Statements (Cont’d)
(i) Other non-cash expenses consist of the following items as presented in the respective notes to the financial
statements:
Group
2015 2014
RM RM
Bad debts written off 19,119 1,002,845
Amortisation of planting expenditures 5,299,620 4,587,074
Amortisation of prepaid lease payments 441,713 436,406
Amortisation of transaction costs 1,084,410 120,098
Amortised cost adjustment on non-current receivables 11,889,954 9,091,915
Property, plant and equipment written off 81,615 28
18,816,431 15,238,366
Group
2015 2014
RM RM
Property, plant and equipment 29,509,266 4,407,350
Planting expenditure incurred 26,062,404 14,858,717
Land held for development 15,269,676 -
70,841,345 19,266,067
133
Notes To The Financial Statements (Cont’d)
Receivables
Risk management objectives, policies and processes for managing the risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.
Impairment losses
The Group maintains an ageing analysis in respect of trade receivables only. The ageing of trade receivables
(current and non-current) as at the end of the reporting period was:
Individual
Gross impairment Net
Group RM RM RM
2015
Not past due 35,594,627 - 35,594,627
Past due 0 - 30 days 5,787,380 - 5,787,380
Past due 31 - 120 days 239,495 - 239,495
Past due more than 120 days 24,087,463 - 24,087,463
65,708,965 - 65,708,965
There is no allowance made for impairment losses of trade receivables for the Group during the financial year.
Financial guarantees
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to certain
subsidiaries. The Company monitors on an ongoing basis the results of the subsidiaries and repayments made
by the subsidiaries.
Inter-company balances
Risk management objectives, policies and processes for managing the risk
The Company makes payment on behalf of and/or provides advances to its ultimate holding company, subsidiaries,
associate, joint ventures and affiliates. The Company monitors the results of the subsidiaries regularly except for
the amounts due from ultimate holding company, associate, joint ventures and affiliates which are not material.
Impairment losses
As at the end of the reporting period, there was no indication that the amounts due from ultimate holding company,
subsidiaries, associate, joint venture and affiliates are not recoverable, except for an amount due from a subsidiary
of RM3.9 million which has been fully impaired.
The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management
to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
Maturity analysis
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting
2014
Financial liabilities
Trade and other payables 318,245,110 - 318,245,110 318,245,110 - - -
Bank overdrafts 21,081,888 6.65% - 8.60% 22,784,768 22,784,768 - - -
Trust receipts 5,413,874 7.60 - 8.10% 5,614,900 5,614,900 - - -
Finance lease liabilities 8,793,680 2.29% - 7.62% 9,461,553 4,178,009 2,709,899 2,533,881 39,764
Revolving credit/
Murabahah facilities 36,836,347 5.62% - 6.02% 37,276,766 37,276,766 - - -
Term loans 414,440,993 0% - 5.80% 578,003,147 40,767,101 44,108,670 219,818,970 273,308,406
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting
period based on undiscounted contractual payments (Cont’d):
2014
Financial liabilities
Trade and other payables 219,064,444 - 219,064,444 219,576,963 - - -
Finance lease liabilities 1,132,908 2.29% - 3.50% 1,180,169 606,079 233,092 340,998 -
137
Notes To The Financial Statements (Cont’d)
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other
prices will affect the Group’s financial position or cash flows.
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated
in a currency other than the respective functional currencies of Group entities. The currency giving rise to
this risk is primarily US Dollar (“USD”).
Risk management objectives, policies and processes for managing the risk
The Group presently does not hedge its foreign currency exposures. Nevertheless, the management
regularly monitor its exposure and keep this policy under review.
The Group’s exposure to foreign currency (a currency other than the functional currency of Group entities)
risk, based on carrying amounts as at the end of the reporting period was:
2015 2014
Group RM RM
A 10% (2014: 10%) strengthening of RM against the following currency at the end of the reporting period
would have increased/(decreased) equity and post-tax profit or loss by the amounts shown below. This
analysis is based on foreign currency exchange rate variances that Group considered to be reasonably
possible at the end of the reporting period. This analysis assumes that all other variables, in particular
interest rates, remained constant and ignores any impact of forecasted sales and purchases.
A 10% (2014: 10%) weakening of RM against the above currency at the end of the reporting period would
have had equal but opposite effect on the above currency to the amounts shown above, on the basis that
all other variables remained constant.
The Group’s fixed-rate borrowings are exposed to a risk of change in their fair value due to changes in
interest rates. The Group’s variable rate borrowings are exposed to a risk of change in cash flows due to
changes in interest rates. Short- term receivables and payables are not significantly exposed to interest
rate risk.
The Group’s excess cash is invested in fixed deposits with tenure of less than twelve (12) months, hence
exposure to risk of change in their fair values due to changes in interest rates is not significant.
Risk management objectives, policies and processes for managing the risk
The Company does not have a formal policy for managing interest rate risk. The exposure to interest rate
risk is monitored closely by the management.
The interest rate profile of the Group’s and the Company’s significant interest-bearing financial
instruments, based on carrying amounts as at the end of the reporting period was:
Group Company
2015 2014 2015 2014
RM RM RM RM
Fixed rate instruments
Financial assets 44,973,037 47,029,068 3,056,333 2,975,168
Financial liabilities (21,395,228) (15,288,956) (1,691,630) (1,132,908)
The Group only has fixed rate deposits placed with licensed banks with tenure of less than twelve (12)
months. The Group does not account for fixed rate financial assets and liabilities at fair value through profit or
loss. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.
A change of one (1) percent in interest rates at the end of the reporting period would have increased/
(decreased) equity and post-tax profit or loss by the amounts shown below. This analysis assumes that all
other variables, in particular foreign currency rates, remained constant.
Group
Equity Profit or loss
1% 1% 1% 1%
increase decrease increase decrease
2015 RM RM RM RM
Floating rate instruments
Term loans (6,998,813) 6,998,813 (6,998,813) 6,998,813
Bank overdrafts (249,585) 249,585 (249,585) 249,585
Revolving credits/ Murabahah facilities (1,035,769) 1,035,769 (1,035,769) 1,035,769
2014
Floating rate instruments
Term loans (3,102,600) 3,102,600 (3,102,600) 3,102,600
Bank overdrafts (158,114) 158,114 (158,114) 158,114
Revolving credits/Murabahah facilities (276,272) 276,272 (276,272) 276,272
The carrying amounts of cash and cash equivalents, short term receivables and payables and short-term
borrowings approximate fair values due to the relatively short-term nature of these financial instruments.
It was not practicable to estimate the fair value of the Group’s investment in unquoted shares due to the lack of
comparable quoted prices in an active market and the fair value cannot be reliably measured.
The fair value of an asset to be transferred between levels is determined as of the date of the event or change in
circumstances that caused the transfer.
Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical financial assets or
liabilities that the entity can access at the measurement date.
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable
for the financial assets or liabilities, either directly or indirectly.
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period. For
other borrowings, the market rate of interest is determined by reference to similar borrowing arrangements.
There has been no transfer between Level 1 and 2 fair values during the financial year. (2014: no transfer in either
directions)
Level 3 fair value is estimated using unobservable inputs for the financial liabilities. The fair value of finance lease
liabilities and term loans are as follows:
Group Company
2015 2014 2015 2014
RM’000 RM’000 RM’000 RM’000
Finance lease liabilities 7,311 8,700 1,737 1,163
Term loans 693,557 410,892 - -
The fair value of finance lease liabilities and term loans are estimated using discounted cash flows at the following
interest rates:
Group Company
2015 2014 2015 2014
% % % %
Finance lease liabilities 3.00 3.18 3.20 3.18
Term loans 4.95 - 6.85 4.80 - 6.70 - -
The carrying amounts of the finance lease liabilities and term loans as per note 29(a) and 29(b).P
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy
capital ratio in order to support its business and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. There were no changes in the Group’s approach to capital management during the
year.
The Group monitors capital using a gearing ratio, which is computed by using total borrowings net of cash and cash
equivalents over shareholder’s equity. The gearing ratio as at 31 December 2015 is 2.23 times (31 December 2014:
1.07 times).
255,518 394,332
This is in respect of lease rental payable for leasing of office equipment with lease tenure of five (5) years.
Group
The Directors are of the opinion that provisions are not required as at year end in respect of these matters, as it
is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable
measurement.
Company
2015 2014
RM RM
Unsecured
Corporate guarantees given to financial institutions and suppliers
in respect of credit facilities granted to subsidiaries 24,958,233 23,885,679
Secured
Corporate guarantee given to financial institutions in respect of
credit facilities granted to subsidiaries 1,468,434,940 734,691,716
1,493,393,173 758,577,395
The transactions with the Directors, parties connected to the Directors and companies in which the Directors have
substantial financial interests are as follows:
Group
2015 2014
RM RM
The outstanding balances arising from the above transactions have been disclosed in Notes 23 and 32.
43. Supplementary Financial Information On The Breakdown Of Realised And Unrealised Profits Or Losses
The breakdown of the retained earnings and accumulated losses of the Group and of the Company at 31 December,
into realised and unrealised profits or losses, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Securities
Berhad Main Market Listing Requirements, are as follows:
Group Company
2015 2014 2015 2014
RM RM RM RM
Total retained earnings/(accumulated losses)
of the Company and its subsidiaries:
- realised 193,995,996 183,075,647 (37,135,373) (39,986,166)
- unrealised (15,213,719) (14,730,145) (1,616,682) (1,330,855)
The determination of realised and unrealised profits or losses is based on the Guidance of Special Matter No. 1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.
In the opinion of the Directors, the financial statements set out on pages 68 to 148 are drawn up in accordance with
Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair
view of the financial position of the Group and of the Company as of 31 December 2015 and of their financial performance
and cash flows for the financial year then ended.
In the opinion of the Directors, the information set out in Note 43 on page 149 has been properly compiled in accordance
with the Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of
Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors,
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad Dato’ Wan Zakariah bin Haji Wan Muda
Kuala Lumpur,
31 March 2016
STATUTORY DECLARATION
pursuant to Section 169(16) of the Companies Act, 1965
I, Khairudin bin Hj Mohd Ali, the officer primarily responsible for the financial management of AHMAD ZAKI RESOURCES
BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 68 to 149 are, to the best of
my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by
virtue of the provisions of the Statutory Declarations Act, 1960.
Before me:
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad 0 0 0 0
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 3,821,975 0.79 287,958,188* 59.73*
Dato’ Haji Roslan bin Tan Sri Jaffar 592,500 0.12 437,500* 0.09*
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 1,500,001 50.00 0 0
Warrants 2014/2024
The Company
Ahmad Zaki Resources Berhad Direct Interest % Deemed Interest %
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad 0 0 0 0
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 876,157 0.85 61,552,926* 59.59*
Dato’ Haji Roslan bin Tan Sri Jaffar 123,750 0.12 93,750* 0.09*
By virtue of Dato’ Sri Haji Wan Zaki bin Haji Wan Muda having an interest of more than 15% of the shares in Ahmad Zaki
Resources Berhad, he is deemed interested in the shares of its subsidiaries to the extent the Company has an interest.
Other than as disclosed above, none of the Directors held any shares or have any interest in the Company and its related
companies as at 30 March 2016.
DISTRIBUTION OF SHAREHOLDINGS
(1)
excluding 1,478,100 treasury shares
3. DATO’ SRI HAJI WAN ZAKI bin HAJI WAN MUDA 3,821,975 0.79 287,958,188* 59.73*
21. DATO’ WAN ZAKARIAH bin HAJI WAN MUDA 1,735,000 0.36
28. DATO’ SRI HAJI WAN ZAKI bin HAJI WAN MUDA 1,352,315 0.28
The analysis of shareholdings is based on the issued and paid-up capital of the Company after deducting 1,478,100 ordinary shares
bought back by the Company and held as treasury shares as at 30 March 2016.
DISTRIBUTION OF WARRANTHOLDINGS
10. DATO’ SRI HAJI WAN ZAKI bin HAJI WAN MUDA 876,157 0.85
GM372 Lot 981 and 20.01.1994 Menara AZRB Freehold 54,967 sq.ft. 53,235
GM 4708 Lot 985, & (3 years)
Mukim of Setapak, 16.02.1994
Wilayah Persekutuan
Kuala Lumpur.
GM 1012 Lot 22050, 03.08.2007 Menara AZRB, Freehold 12,066.34 sq.ft 1,448
Mukim of Setapak, Car Park
Wilayah Persekutuan
Kuala Lumpur.
EMR 873, Lot 826, 30.10.1993 Land and Freehold 202,815/ 16,672
Mukim of Sungai Karang Hotel buildings (20 years) (64,670)sq.ft.
District of Kuantan,
Pahang Darul Makmur.
Lot PT2100, HSD 722 15.07.2003 Vacant land for Leasehold 20 hectares 63
Mukim Kuala Telemong quarry operation Expiring
District of Hulu Terengganu 18.10.2025
Kuala Terengganu, Terenganu
HS (M) 929 Lot 16343, 24.11.2005 4-storey building Freehold 1,604/ 678
Mukim of Setapak, for own use (17 years) (8,291) sq.ft
Wilayah Persekutuan
Kuala Lumpur.
GM 1754 Lot 167, 8.10.2010 Vacant land Freehold 4.6 hectares 960
Mukim of Sabai,
District of Bentong,
Pahang Darul Makmur.
HS (D) 29915, Lot PT 91677 18.12.2012 Commercial Freehold 12.14 hectares 8,959
Mukim Kuala Kuantan Development
Kuantan,
Pahang Darul Makmur.
GRN 11795, Lot 41184, 20.1.2015 Land held for Freehold 2.529 hectares 4,640
Mukim Kuala Kuantan, Development
Daerah Kuantan,
Pahang Darul Makmur.
Lot 8316, Mukim Bukit 9.10.2015 Land held for Leasehold 66.96 acres 7,500
Payung, Daerah Marang, Development
Terengganu Darul Iman.
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