AR2016
AR2016
AR2016
5 Corporate Information
6 Corporate Profile
7 Vision and Mission
8 Corporate Structure
10 5-Year Financial Highlights
11 Calendar of Events
16 Awards and Accolades
GOVERNANCE
20 Directors’ Profile
32 Key Senior Management Profile
37 Statement on Risk Management and Internal Control
41 Corporate Governance Statement
50 Statement of Directors’ Responsibilities in Preparing
the Financial Statements
51 Report of the Audit and Risk Committee
55 Additional Compliance Information
PERFORMANCE
58 Chairman’s Statement
64 Management Discussion and Analysis
FINANCIAL REPORT
76 Financial Statements
Additional Information
• Form of Proxy
4
overview
CORPORATE information
WEBSITE
www.azrb.com
6
corporate profile
VISION
Trusted Industry Leader in
Delivering Commitment with
Excellence and Value
Mission
• Smart Partnership with Customers, Employees
and Stakeholder
• Institutionalise the Virtues of Honesty and Trust
• Setting and Maintaining High Standards; Striving
for Superior Performance in All Undertakings
• Pro-Active through Continuous Research and
Development in Meeting Challenges
8
CORPORATE structure
PROPERTY
EXPRESSWAY
PLANTATION
Group Five-Year Summary 2012 2013 2014 2015 2016
364.9
338.8
Revenue Shareholders’
328.7
(RM million)
Funds
715.0
214.1
207.7
(RM million)
674.7
662.4
RM 1,201.3 RM 364.9
594.2
million million
12
13
14
15
16
12
13
14
15
16
20
20
20
20
20
20
20
20
20
20
75
72
50.5
69
37.8
64
64
32.1
RM 50.5 64
sen
million
12
13
14
15
16
12
13
14
15
16
20
20
20
20
20
20
20
20
20
20
Ahmad Zaki Resources Berhad
Annual Report 2016 11
calendar of events
January 2016
9 January
Town Hall Session
12 January
Site Visit to the Student Accommodation Complex at Universiti Teknologi Malaysia, Kuala Lumpur by YBhg.
Dato’ Sri Zohari bin Haji Akob, Secretary General of Ministry of Works
16 January
AZRB Fun Drive Hunt
12
February 2016
22 February
Signing Ceremony for the Development Rights Agreement with Kwasa Land Sdn Bhd for Plot R3-4 Kwasa Damansara
March 2016
17 March
EKVE project site visit by YBhg. Dato’ Ir. Ismail bin Md. Salleh, Director General of Malaysian Highway Authority
June 2016
1 June
19th Annual General Meeting
Ahmad Zaki Resources Berhad
Annual Report 2016 13
June 2016
21 June
Buka Puasa Event for staff at Dewan Perdana Felda, Kuala Lumpur
July 2016
20 July
Opening Ceremony of IIUM Medical Centre by KDYMM Sultan Pahang, Sultan Haji Ahmad Shah Al-Musta’in
Billah Ibni Al-Marhum Sultan Abu Bakar Ri’ayatuddin Al-Mu’adzam Shah
22 July
Hari Raya Open House at Saloma Restaurant, Kuala Lumpur
14
July 2016
31 July
EKVE Hari Raya Celebration
August 2016
20 August
Teambuilding at Lembah Pangsun
October 2016
8 October 19 – 20 October
Best Student Award Ceremony Participation in Corporate Career Exposure, Universiti
Teknologi Petronas, Perak
Ahmad Zaki Resources Berhad
Annual Report 2016 15
November 2016
1 November
Ground Breaking Ceremony of Tanjung Lumpur Bridge by The Regent of Pahang, KDYTM Tengku Abdullah
Al-Haj Ibni Sultan Haji Ahmad Shah Al-Musta’in Billah
28 – 30 November
Directors’ Retreat at Tok Aman Bali Beach Resort, Kelantan
16
• The Malaysian Construction Industry Excellence Awards (MCIEA) 2016: The Prominent Player Award
(for Datuk (Prof.) Sr Abdul Rahman Abdullah of Ahmad Zaki Sdn Bhd)
• Green Building Index Platinum Rating Certification for Menara Kerja Raya
• PAM Awards 2015: Commercial High-Rise Category (Menara Kerja Raya)
• The Malaysian Construction Industry Excellence Awards 2013: The Best Project Award – Building
Project Medium (Menara AZRB)
• PAM Awards 2013: Gold Winner - Commercial High-Rise Office Category (Menara AZRB)
• The Malaysian Construction Industry Excellence Awards 2011: CEO of The Year
• The Malaysian Construction Industry Excellence Awards 2011: Special Mention Award (Environment)
- Environmental Best Practices Award
• Bumiputera Entrepreneur Award 2010: Construction Cluster Award (Infrastructure)
• Frost & Sullivan South East Asia Industrial Technologies Awards 2009: Excellence in Competitive
Strategy for Malaysia Construction Industry
• The Malaysian Construction Industry Excellence Award 2008: Contractor Award Grade G7
• Environmental Management System ISO 14001:2004 Certification to Ahmad Zaki Resources Berhad /
Ahmad Zaki Sdn Bhd
• National Occupational Safety and Health Excellence 2007: Silver Award
• The Malaysian Construction Industry Excellence Awards 2007: Contractor Award G7 (Project value
exceeding RM 100 million)
• The Malaysian Construction Industry Excellence Awards 2006: Builder of the Year Award
• PAM 2006 Awards: Public and Civil Building Project Category (Universiti Teknologi Petronas)
• National Occupational Safety and Health Excellence Awards 2006: Gold Winner - Construction Sector
• The Brand Laureate Grammy Awards 2006: Best Brands in Construction
• PAM Architectural Steel Award 2005 (Auditorium Kompleks, Perbadanan Putrajaya)
• The Malaysian Construction Industry Excellence Awards 2004: Major Scale Project - Building Category
(University Technology Petronas)
• NIOSH Certification OHSAS 18001:1999 to Ahmad Zaki Resources Berhad / Ahmad Zaki Sdn Bhd
• The Malaysian Construction Industry Awards 2001: Special Project Award (Formula One Racing Circuit
in Sepang)
• The Malaysian Construction Industry Awards 2001: Large Scale Project Category (Federal Territory
Mosque, Kuala Lumpur)
• The Malaysian Construction Industry Awards 2000: Builder of The Year Award
• Quality Management System Registration for MS ISO 9001:2000 Certification to Ahmad Zaki
Resources Berhad / Ahmad Zaki Sdn Bhd
• Quality Management System MS ISO 9002:1994 Certification
Ahmad Zaki Resources Berhad
Annual Report 2016 17
governance
board of directors
Ahmad Zaki Resources Berhad
Annual Report 2016 19
directors’ profile
Raja Tan Sri Dato’ Seri Aman was appointed Chairman and Independent Non-Executive Director and member
of Audit and Risk Committee 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 Committee and Nomination Committee
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 2016, he attended 5 out of 5 Board meetings held.
Ahmad Zaki Resources Berhad
Annual Report 2016 21
Dato’ Sri Haji Wan Zaki 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”). Prior to venturing into business, he
served in various positions in state-owned companies of which his last position was the Managing Director
of Pesama Timber Corporation Sdn Bhd (“Pesama”), a Terengganu state-owned company. He left Pesama in
1984 to focus on expanding the engineering and construction business of 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 and listed issuers.
During the financial year ended 31 December 2016, he attended 4 out of 5 Board meetings held.
22
Dato’ Sri Wan Zakariah 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 and Employees’ Share Scheme Committee and a member of the
Remuneration Committee.
Dato’ Sri 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 moving through various posts in the Company
until he was promoted to be the Managing Director of AZSB in 1996.
Dato’ Sri Wan Zakariah also sits on the board of directors of several private limited companies and has no
directorship in other public companies and listed issuers.
During the financial year ended 31 December 2016, he attended 4 out of 5 Board meetings held.
Ahmad Zaki Resources Berhad
Annual Report 2016 23
Dato’ Haji Mustaffa was appointed an Executive Director of the Company on 24 March 1999 and is an ordinary
member of the Establishment Committee and Employees’ Share Scheme 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 has 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 and listed issuers.
During the financial year ended 31 December 2016, he attended 5 out of 5 Board meetings held.
24
Dato’ W Zulkifli was appointed a Non-Executive Director on 2 January 1999 and subsequently redesignated as
the Executive Director with effect from 1 March 2003. He sits on the Establishment Committee and Employees’
Share Scheme Committee as an ordinary member.
Dato’ W Zulkifli holds a Bachelor of Science (Civil Engineering) degree, which he obtained in 1985 from the
University of Southern Illinois, United States of America. He began his career with AZSB as a Project Engineer
in 1985. He was promoted to the position of Project Manager and later as the Executive Director (Operations)
of AZSB in 1996 and subsequently became the Managing Director of AZSB effective from 7 February 2003.
Dato’ W Zulkifli does not hold directorship in any other public companies and listed issuers but sits on the
board of directors of several private limited companies.
During the financial year ended 31 December 2016, he attended 3 out of 5 Board meetings held.
Ahmad Zaki Resources Berhad
Annual Report 2016 25
Dato’ Haji Roslan 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’ Haji 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”).
He started his career at PricewaterhouseCoopers in 1999 and was promoted to Associate Director in 2008
specialising in Infrastructure, Government and Utilities sector. Dato’ Haji Roslan joined the Company in 2010
as Chief Operating Officer and was appointed as an Executive Director of AZSB in the same year.
Dato’ Haji Roslan does not hold directorship in any other public companies and listed issuers but sits on the
board of directors of several private limited companies.
During the financial year ended 31 December 2016, he attended 5 out of 5 Board meetings held.
26
Tan Sri Dato’ Lau was appointed as an Independent Non-Executive Director of the Company on 15 November
2010. He was appointed as a member of the Audit and Risk Committee 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. He 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, Senior Independent
Non-Executive Director of MCT 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 an Independent Non-Executive Director of YTL Power International Berhad.
During the financial year ended 31 December 2016, he attended 5 out of 5 Board meetings held.
Ahmad Zaki Resources Berhad
Annual Report 2016 27
Datuk (Prof.) A. Rahman was appointed an Independent Non-Executive Director on 1 January 2003. He was
redesignated and appointed as Chairman of the Nomination Committee on 24 March 2016. He also sits on the
Audit and Risk Committee and Remuneration Committee as an ordinary member.
Datuk (Prof.) A. Rahman holds a Diploma in Quantity Surveying from Thames Polytechnic, London, United Kingdom,
and an MSc in Construction Management from the Herriot-Watt University, Scotland. He also holds fellowships with The
Royal Institute of Chartered Surveyors (UK) and the Royal Institution of Surveyors Malaysia, as well as Professional
Membership with The Chartered Institute of Building of United Kingdom.
Datuk (Prof.) A. Rahman was the founding Chief Executive Officer of the Construction Industry Development
Board (“CIDB”) Malaysia, a post which he held from 1995 to 2002, after which he held the post of Chairman of
CIDB until December 2006. Prior to CIDB, Datuk A. Rahman started his career in the Public Works Department
(“PWD”) where he served for 25 years. His last post in PWD was the Deputy Director General of PWD. In 1992,
he was accorded as an Honorary Professor by University Teknologi Malaysia. Among other appointments, he
is the past President of the Royal Institution of Surveyors Malaysia, the past President of the Board of Quantity
Surveyors Malaysia and currently he is a Fellow of the Academy of Sciences Malaysia.
Datuk (Prof.) A. Rahman does not hold directorship in any other public companies and listed issuers but sits
on the board of directors of several private limited companies.
During the financial year ended 31 December 2016, he attended 5 out of 5 Board meetings held.
28
Dato’ Sr. Abdull Manaf was appointed as an Independent Non-Executive Director of the Company on 1 July
2016.
Dato’ Sr. Abdull Manaf holds a Bachelor in Quantity Surveying from Universiti Teknologi Malaysia.
He started his career as a Quantity Surveyor in the Education Unit of the Quantity Surveying Branch at Jabatan
Kerja Raya (“JKR”) Headquarters Malaysia and has served in JKR for 38 years, rising through the ranks until
his last post as the Deputy Director General of JKR, Malaysia.
He was also the Deputy President of the Royal Institution of Surveyors Malaysia (“RISM”) for the session
2011/2012 and the President of RISM for the session 2012/2013.
Dato’ Sr. Abdull Manaf has served as the President of the Board of Quantity Surveyors since 2007 and four
(4) terms subsequently including the current term for the session 2015/2017. Currently, Dato’ Sr. Abdull Manaf
is a Director (Special Interest) of Lembaga Lebuhraya Malaysia for a 2-year period from 3 October 2016 to 2
October 2018.
Dato’ Sr. Abdull Manaf does not hold directorship in any other public companies and listed issuers.
During the financial year ended 31 December 2016, he attended 1 out of 2 Board meetings held since his
appointment.
Ahmad Zaki Resources Berhad
Annual Report 2016 29
NOTES:
FAMILY RELATIONSHIP
Except for Dato’ Sri Haji Wan Zaki Bin Haji Wan Muda, Dato’ Sri Wan Zakariah Bin Haji Wan
Muda and Dato’ W Zulkifli Bin Haji W Muda who are siblings, and Dato’ Haji Roslan Bin Tan Sri
Jaffar who is the son-in-law of Dato’ Sri Haji Wan Zaki, none of the other Directors are related
to one another, nor with any major shareholder.
CONFLICT OF INTEREST
Save as dislosed in the related party transactions on page No.181 to 182 (Note No. 41) of
this Annual Report, none of the other Directors have any conflict of interest with the Company
during the financial year.
CONVICTIONS OF OFFENCES
None of the Directors have been convicted of any offences within the past five (5) years and
no public sanction or penalty has been imposed by the relevant regulatory bodies during the
financial year of 2016.
30
5. MOHAMAD RAZI BIN ZAKARIA Executive Director, Group Legal & Contract
Aged 56, Malaysian, Male
8. WAN FAKHRUL ANWAR BIN WAN ZAKARIA Senior General Manager, Group Strategy
Aged 40, Malaysian, Male
10. HAJI MOHD KHALID BIN MOHAMED Senior General Manager, Expressway
Aged 62, Malaysian, Male
11. MOHAMMAD FAUZI BIN HAJI AHMAD Head, Special Projects & Facilities Management
Aged 51, Malaysian, Male
14. JULIAN FRANCIS CLARKE General Manager, Engineering & Technical Services
Aged 54, British, Male
NOTES:
Save as disclosed, the above Key Senior Management members have no directorship in public companies
and listed issuers, have no family relationship with any Director and/or major shareholder of AZRB, have no
conflict of interest with AZRB, have not been convicted of any offences within the past five (5) years and no
public sanction or penalty has been imposed by the relevant regulatory bodies during the financial year 2016.
Ahmad Zaki Resources Berhad
Annual Report 2016 37
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
38
and not absolute assurance against any material impacting the Group and to review and approve
losses, frauds, misstatements or violations of laws or risk management policies and risk tolerance
regulations in achieving the Group’s objectives. limits.
In carrying out the risk assessment process, each Business Plan and Budget
Department Head has conducted several discussions
• Annual business plan and budget are prepared by
to identify, analyse, evaluate and prioritise risks. All
the Group’s major subsidiaries, and are reviewed
identified risks are documented in a risk register.
and approved by the Board. The performance of
The risk register is reported and deliberated at the
each major subsidiary is assessed against budget
Board meeting of key subsidiaries. This is to ensure
by the Chief Financial Officer with explanation on
that adequate actions are being taken to address the
significant variances presented to the Board on a
risks.
quarterly basis.
Internal Audit Function
Documented Policies and Procedures
• The Internal Audit function of the Group
• Policies and procedures of business processes
is performed in-house by its Internal Audit
are documented and set out in a series of Standard
Department. The Internal Audit Department
Operating Procedures (“SOP”) or Integrated
reports directly to the Audit and Risk Committee.
Management System (“IMS”) and implemented
The Internal Audit adopts risk-based audit
throughout the Group. These policies and
approach when executing each audit assignment
procedures are subject to reviews, updates and
which is carried out in accordance with the
improvements to reflect the changing business
annual audit plan. The annual audit plan covers
risks and operational needs.
the major subsidiaries of the Group.
• The principal role of the Internal Audit is to
Human Resource Policy
provide independent and objective reports on the
effectiveness of the system of internal controls • The Group has in place, a Human Resource
within the major subsidiaries of the Group. The Policy which is approved by the Establishment
audit findings were discussed with Management Committee. The Human Resource Policy sets
of respective entities for their corrective actions the tone of compliance with the Group’s rules and
and presented to the Audit and Risk Committee. regulations and employee conduct as set out in
• The total cost incurred for the internal audit the Employee Handbook.
function for the financial year ended 31 December
2016 was RM 931,614.55. Performance Management
• A summary of the Internal Audit activities during
• Performance appraisals are carried out annually
the financial year under review is as follows:
in a Performance Management System to gauge
i. Performed 22 audit reviews on major
the employee’s performance for any promotion,
subsidiaries of the Group to ascertain the
bonus payment and annual increment exercise.
adequacy and compliance with the system of
• In order to nurture the quality and competencies
internal controls and made recommendations
of employees, training and development
for improvement where weaknesses were
programmes are established.
found.
ii. Conducted 6 follow-up audits to determine
Business Ethics
the adequacy, effectiveness and timeliness
of action taken by the Management on audit • The Standing Instruction on Business Ethics
recommendations and provided updates on (“the Code”) is communicated to all employees
their status to the Audit and Risk Committee. 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.
40
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
2016 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 30 March 2017.
Ahmad Zaki Resources Berhad
Annual Report 2016 41
CORPORATE GOVERNANCE
STATEMENT
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 2012 (“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 throughout the financial year ended 31 December 2016.
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 nine (9)
members comprising five (5) Executive Directors and four (4) Independent Non-Executive
42
Directors. The Board is composed of members strategies adopted by the Board. The Board exercises
with experience in business, construction, legal its responsibilities collectively.
and finance, required for effective and independent
decision-making at the Board level. The Board All Directors have given their undertaking to comply
considers its current size adequate given the present with the Main Market Listing Requirements of Bursa
scope and nature of the Group’s business operations. Malaysia Securities Berhad (“Listing Requirements”).
A brief description on the background of each Director
is presented on pages 20 to 28 of the Annual Report. Roles and Responsibilities
The Board recognises its roles and responsibilities in
The four (4) Independent Non-Executive Directors
discharging its fiduciary and leadership functions. The
do not participate in the day-to-day management
Board is also firmly committed to ensuring the highest
or in the daily business of the Company or Group.
standards of corporate governance and corporate
They shall provide unbiased, independent views
conduct are adhered to. The Board delegates the day-
and judgment in the decision-making process at the
to-day management of the Company to the Executive
Board level and ensure that the interests of minority
Directors but reserves for its consideration pertaining
shareholders are safeguarded.
to significant matters, amongst others as follows:-
The MCCG has recommended that the tenure of an
(a) Reviewing and adopting a strategic plan for the
independent director should not exceed a cumulative
Company and for the Group;
term of nine (9) years. Based on the independent
assessment made, the independence of Raja Tan (b) Overseeing the conduct of the Company and the
Sri Dato’ Seri Aman bin Raja Haji Ahmad and Datuk Group’s businesses and to evaluate whether the
(Prof.) A. Rahman @ Omar bin Abdullah who have businesses are being properly managed;
served as Independent Non-Executive Directors of
(c) Identifying principal risks affecting the Company
the Company for a cumulative term of more than nine
and the Group and ensuring the implementation
(9) years each, remain objective and independent-
of appropriate internal controls and mitigation
minded in their participation in deliberations and
measures;
decision-making of the Board and Audit and Risk
Committee. The length of their service does not in (d) To approve succession planning, including appointing,
any way interfere with their exercise of independent training, fixing the compensation of and where
judgment. Hence, the Board has recommended to appropriate, replacing senior management;
retain those independent directors whose tenure has (e) Overseeing the development and implementation
exceeded nine (9) years and shall seek shareholders’ of a shareholder and stakeholder communications
approval at the forthcoming Annual General Meeting policy for the Company and the Group;
(“AGM”).
(f) Reviewing the adequacy and the integrity of the
The positions of the Chairman and the Group Managing management information and internal control
Director are held by two (2) different individuals. There systems of the Company including systems for
is a clear division of responsibilities between the compliance with applicable laws, regulations,
Chairman and the Group Managing Director, which will rules, directives and guidelines;
ensure a balance of power and authority. Generally, (g) Preparing financial statements for each financial
the Chairman is responsible for the orderly conduct year which give a true and fair view of the state
and working of the Board while the Group Managing of affairs of the Company and of the Group and
Director is responsible for the day-to-day management of the income statement for the year then ended.
of the Group as well as to implement policies and Ensuring that the Company has used appropriate
Ahmad Zaki Resources Berhad
Annual Report 2016 43
accounting policies, consistently applied and the Group but also to address major investment decisions
supported with reasonable and prudent judgments as well as operational issues and problems encountered
and estimates, and all accounting standards which by the Group.
are applicable to the Company.
The Board has set out agreed procedures for the
(h) Keeping proper accounting records which disclose
Directors to take independent professional advice at the
with reasonable accuracy at any time the financial
Company’s expense, if necessary.
position of the Company and enable them to
ensure that the financial statements comply with the
All Directors have access to the advice and services
Companies Act 2016;
of the Company Secretary who ensures compliance
(i) Disclosing in the Annual Report the following on procedural and regulatory requirements such as
statements:- statutory obligations, Listing Requirements or other
regulatory requirements. The Company Secretary plays
(i) Statement of Corporate Governance in
an important role in supporting the Board by ensuring
compliance with the Malaysian Code on
adherence to Board policies and procedures. The
Corporate Governance and in accordance with
removal of the Company Secretary shall be a matter for
the provisions of the Listing Requirements;
the Board as a whole.
(ii) Statement of Board’s responsibility for preparing
the financial statements; and Besides the Audit and Risk Committee, which was
(iii) Statement on Risk Management and set up on 24 March 1999, several Board committees
Internal Control with regards to the state of were established subsequently to assist the Board in
risk management and internal control of the discharging its duties and responsibilities. All committees
Company as a group. have written terms of reference and procedures duly
endorsed by the Board to examine a particular issue
(j) Reviewing monthly/quarterly budget reports/other and report back to the Board with a recommendation.
reports presented by Management, including Chairman of the committee concerned will report to the
quarterly results prior to submission to Bursa Malaysia Board on matters dealt by the said committee which will
Securities Berhad (“Bursa Malaysia”). be incorporated as part of the Board minutes.
The Board has laid down a formal schedule of matters
specifically reserved to it for decision to ensure that the Board Appointment Process
direction and control of the Group is firmly in its hands. In previous years, the process of assessing existing
The Board delegates and confers some of the Board’s Directors and identifying, recruiting, nominating,
authorities and discretion on the Executive Vice Chairman appointing and orientating new directors are performed
as well as Group Managing Director. The Group by the Board. In compliance with the best practices
Managing Director is also responsible to ensure that the recommended under the MCCG, these functions have
Management adheres to the guidelines and policies set been delegated to the Nomination Committee with effect
by the Board. from 16 January 2002.
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 2016, five (5) Board meetings were held. The Directors’ attendance
of each Board meeting held are as follows:-
Total Meetings % of
Executive Directors Attended Attendance
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 4/5 80%
Dato’ Sri Wan Zakariah bin Haji Wan Muda 4/5 80%
Dato’ Haji Mustaffa bin Mohamad 5/5 100%
Dato’ W Zulkifli bin Haji W Muda 3/5 60%
Dato’ Haji Roslan bin Tan Sri Jaffar 5/5 100%
Non-Executive Directors
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad 5/5 100%
Datuk (Prof) A. Rahman @ Omar bin Abdullah 5/5 100%
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 5/5 100%
Dato’ Sr. Abdull Manaf bin Hj Hashim 1/2 50%
(Appointed w.e.f. 1 July 2016)
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 Company and the Group
are as follows: -
Benefits-in-
Salaries* Allowances Fees Bonuses Total
kind
RM RM RM RM RM
RM
Received from the Company
Executive Directors 3,432,223 326,000 - 1,128,377 226,424 5,113,024
Non-Executive Directors - 42,600 540,000 - 60,328 642,928
Received from the Group
Executive Directors 5,408,303 695,600 574,000 1,649,411 403,047 8,730,861
Non-Executive Directors - 50,000 540,000 - 60,328 650,328
* The salaries are inclusive of statutory employer contributions to the Employees’ Provident Fund and SOCSO.
Ahmad Zaki Resources Berhad
Annual Report 2016 45
The number of Directors whose remuneration falls into the following bands:-
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 2016 included the following areas:
shareholders, which are factored into the Group’s ACCOUNTABILITY AND AUDIT
business decision.
Financial Reporting
The Board values its dialogue with shareholders,
The Board, which is assisted by the Audit and
public, media, authorities and private investors and
Risk Committee aims to present a balanced
recognises that equal and timely dissemination of
and understandable assessment of the Group’s
relevant information be provided to them.
position and prospect through the annual financial
statements and quarterly announcements of
The AGM serves as an important means for
results to Bursa Malaysia.
shareholders communication. Notice of the AGM
and Annual Reports are sent to shareholders at
The Directors are responsible to ensure the
least twenty one (21) days prior to the meeting.
annual financial statements are prepared in
At each AGM, the Board provides shareholders
accordance with the provisions of the Companies
with the opportunity to raise questions pertaining
Act, 1965 and applicable approved accounting
to the Group. The AGM is also an avenue for the
standards in Malaysia.
Chairman and the Board to respond personally to
all queries and undertake to provide clarification on
A statement by the Directors of their
issues and concerns raised by the shareholders.
responsibilities in preparing the financial
statements is set out separately on page 50 of
The Board has ensured each item of special
this Annual Report.
business included in the Notice of AGM will be
accompanied by an explanatory statement on the
Internal Control and Risk Management
effects of the proposed resolution.
The Statement on Risk Management and Internal
Other mediums of communication used by Control furnished on pages 37 to 40 of this
the Group to communicate information on the Annual Report provides an overview on the state
operations, activities and performance of the of internal controls and risk management within
Group to the shareholders, stakeholders and the the Group.
public are as follows:-
Relationship with the External Auditors
(a) the Annual Report, which contains the
Through the Audit and Risk Committee, the
financial and operational review of the
Board has established formal and transparent
Group’s business, corporate information,
arrangements for maintaining an appropriate
financial statements, and information on Audit
relationship with the Group’s external auditors.
and Risk Committee and Board of Directors;
The role of the Audit and Risk Committee in
(b) various announcements made to Bursa relation to the external auditors is stated in the
Malaysia, which includes announcements Audit and Risk Committee Report.
on quarterly results; and
This Corporate Governance Statement is made
(c) the Company’s website at http://www.azrb.com.
in accordance with the resolution of the Board
dated 30 March 2017.
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.
50
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN PREPARING THE
FINANCIAL STATEMENTS
The Directors acknowledged their responsibilities as required by the Companies Act, 1965 to
prepare the financial statements for each financial year which have been made out in accordance
with applicable Financial Reporting Standards (FRSs), the requirements of the Companies Act,
1965, and the Main Market Listing Requirements.
The Directors are responsible to ensure that the financial statements give a true and fair view of
the state of affairs of the Group and of the Company at the end of the financial year, and of the
results and cash flows of the Group and of the Company for the financial year.
In preparing the financial statements, the Directors have:
• adopted suitable accounting policies and applied them consistently;
• made judgments and estimates that are reasonable and prudent;
• ensured that applicable approved accounting standards have been complied with; and
• prepared the financial statement 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 30 March 2017.
Ahmad Zaki Resources Berhad
Annual Report 2016 51
MEMBERSHIP
The present members of the Audit and Risk Committee of the Company all of whom are
independent, are as follows:-
1. Raja Tan Sri 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)
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 of whom must be Non-Executive Directors,
with a majority of them being Independent Directors.
52
2. At least one (1) member of the Committee matter the external auditors believe should
must be: be brought to the attention of the Directors or
shareholders.
• a member of the Malaysian Institute of
Accountants (“MIA”); or
Quorum
• if he is not a member of the MIA, he must
have at least three (3) years’ working The quorum shall be at least two (2) persons,
experience; and both of whom are to be Independent Directors.
i. he must have passed the examinations
specified in Part I of the First Schedule Secretary
of the Accountants Act 1967; or
The Company Secretary shall act as secretary of
ii. he must be a member of one (1) of the
the Audit and Risk Committee.
associations of accountants specified
in Part II of the First Schedule of the
Reporting Procedure
Accountants Act 1967.
The Audit and Risk Committee regulates its own
3. In the event of any vacancy in the Committee procedures:-
resulting in the non-compliance with
1. the notice to be given of such meetings;
Paragraph 15.10 of the Listing Requirements
of Bursa Malaysia, the Board shall appoint a 2. the voting and proceedings of such meetings;
new member within three (3) months. 3. the keeping of minutes; and
4. the custody, protection and inspection of such
4. The Board of Directors must review the term minutes.
of office and performance of the Committee
and each of its members at least once in Minutes of the meetings were tabled for
every three (3) years. confirmation at the following Audit and Risk
Committee meeting. In 2016, the Chairman
5. No alternate Director shall be appointed as a presented the recommendations of the
member of the Committee. Committee to the Board for approval of the annual
and quarterly financial statements. The Chairman
Meetings also conveyed to the Board matters of significant
concern as and when raised by the external or
1. Meetings shall be held at least four (4) times internal auditors.
a year.
Duties and Responsibilities
2. The Audit and Risk Committee may require
the attendance of any management staff from The duties and responsibilities of the Audit and
the Finance/Accounts Department or other Risk Committee shall include the following:-
departments deemed necessary. 1. to consider the appointment of the external
auditor, the audit fee and any questions of
3. The Committee shall meet with the external resignation or dismissal;
auditors at least once a year without Executive 2. to discuss with the external auditors before
Board members present. Upon the request the audit commences, the nature and scope
of the external auditors, the Chairman of the of the audit;
Audit and Risk Committee shall convene a 3. to discuss with the external auditors on the
meeting of the committee to consider any evolution of the system of internal controls
Ahmad Zaki Resources Berhad
Annual Report 2016 53
and the assistance given by the employees to the 9. to consider any related party transactions that
external auditors; may arise within the Company or the Group;
4. to review and report to the Board if there is reason 10. to consider the major findings of internal
(supported by grounds) to believe that the external investigations and the Management’s response;
auditors is not suitable for reappointment; 11. to ensure of an effective functioning of an
5. to review the quarterly and year-end financial integrated risk management function within the
statements of the Board, focusing particularly on: organisation;
• any changes in the accounting policies and 12. to oversee and monitor the overall risks impacting
practices; the Group as well as to review and approve risk
• significant adjustments arising from the audit; management policies and risk tolerance limits;
• the going concern assumption; and and
• compliance with accounting standards and 13. to consider other topics as defined by the Board.
other legal requirements.
6. to discuss problems and reservations arising from Authority
the interim and final audits, and any matter the
In carrying out their duties and responsibilities, the
auditors may wish to discuss (in the absence of the
Audit and Risk Committee shall:-
Management where necessary);
7. to review the external auditor’s Management 1. have authority to investigate any matter within its
letter and the Management’s response; terms of reference;
8. to do the following where there is an internal audit 2. have the resources which are required to perform
function: its duties;
• review the adequacy of the scope, functions 3. have full and unrestricted access to any
and resources of the internal audit function, information pertaining to the Company;
and that it has the necessary authority to carry 4. have direct communication channels with the
out its work; external and internal auditors;
• review the internal audit program and results 5. be able to obtain independent, professional or
of the internal audit process and where other advice; and
necessary ensure that appropriate action is 6. be able to convene meetings with the external
taken on the recommendations of the internal auditors, excluding the attendance of the
audit function; executive members of the committee, whenever
• review any appraisal or assessment of the deemed necessary.
performance of members of the internal audit
function;
Review
• approve any appointment or termination of
senior staff members of the internal audit The Nomination Committee ensures that the term of
function; and office and performance of the Audit and Risk Committee
• inform itself of resignations of internal audit and each of its members are being reviewed annually
staff members and provide the resigning staff to determine whether the Audit and Risk Committee
member an opportunity to submit his reasons and its members have carried out their duties in
for resigning. accordance with their terms of reference.
54
The details of attendance of each member at the Committee meetings held during the financial year ended 31
December 2016 are as follows:-
Total
Name of Members Meetings Attendance
23.2 14.3 31.3 26.5 26.8 20.10 29.11
Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad √ √ √ √ √ √ √ 7/7 (100%)
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng √ √ √ √ √ √ √ 7/7 (100%)
Datuk (Prof) A. Rahman @ Omar bin Abdullah √ √ √ √ √ √ √ 7/7 (100%)
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 submission to the
Board for approval;
2. the Group’s quarterly financial results presented by the Management prior to 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 and recurrent 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;
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;
7. the Risk Management Policy and Procedures of Ahmad Zaki Sdn Bhd;
8. the Corporate Governance Statement prior to submission to the Board for approval;
9. the Directors’ Responsibility Statement for the Audited Financial Statements prior to submission to the
Board for approval;
10. the Statement on Risk Management and Internal Control prior to submission to the Board for approval;
11. the risk management activities undertaken by Ahmad Zaki Sdn Bhd; and
12. the Terms of Reference of the Audit and Risk Committee prior to submission to the Board for approval.
Ahmad Zaki Resources Berhad
Annual Report 2016 55
ADDITIONAL COMPLIANCE
INFORMATION
performance
chairman’s statement
Overview
The year under review has been a year of tremendous 2016 Revenue :
RM1.2 Billion
growth for the Group. It was a year where the
Construction Division helped propel the Group to
reach a significant mark and milestone in the Group’s
financial history. For once, both the Group and the
Construction Division passed the billion ringgit mark in
terms of revenue with a recorded revenue of RM1,201.3
million (2015: RM714.97 million). Meanwhile, the Year-End Order Book Balance :
RM3.9 Billion
Construction Division also reached another significant
milestone when the construction order book balance
crossed RM4 billion during the year. With a year-end
balance construction order book of RM3.9 billion the
future bodes well for the Group.
Construction Division’s year of achievement started off Construction and Completion of Viaduct Guideway
with the award by the International Islamic University of and Other Associated Works from Persiaran Dagang
Malaysia (“IIUM”) for the supply of additional medical to Jinjang’ for a total value of RM1.44 billion. This
equipment under Group 2 and 3 for the IIUM Medical was the first main package to have been awarded
Centre in Kuantan, Pahang. In the meantime, the by MRT Corp for the Mass Rapid Transit (“MRT”)
Construction Division, successfully completed the Sungai Buloh – Serdang – Putrajaya (“SSP”)
construction of the IIUM Medical Centre, for which Line. The award was made following a rigorous
the Group received formal acceptance from IIUM on competitive pre-qualified tender process conducted
9 May 2016. This marked the successful completion by MRT Corp. We are heartened to note that not
of the first stage of our first Private Finance Initiative only were we successful due to having the lowest
(“PFI”) concession and the Group will now stand to tendered price, but also that we had emerged best in
benefit from the continuous income and cash flow of the technical evaluation process. Our participation
this concession for the next 21 ½ years. in the tender was helped by the fact that we already
had experience in the construction of Package V6
The Construction Division had better news to report on for the MRT Sungai Buloh – Kajang (“SBK”) Line. It
4 April 2016, when it received the letter of acceptance is always good to note whenever due recognition is
from Mass Rapid Transit Corporation Sdn Bhd given for our proven capability and delivery.
(“MRT Corp”) for a project known as ‘Package V202:
Designed as a resort-themed condominium that is During the year, the Plantation Division embarked to
strategically located on the main park of the Kwasa build its first Palm Oil Mill (“the Mill”). Construction
Damansara development, we are confident that our of the Mill, which has a production capacity of
188 unit Rimbun Damansara will be the preferred 60MT/Hr, began in February 2016 and was
choice amongst discerning buyers. completed in January 2017 and commissioned into
use in February 2017. We are pleased to report
We are also happy to report that during the year, that as at the date of this report, all fruits produced
our development at Puncak Temala, Terengganu by our estate in Kalimantan Barat is now wholly
had entered into an agreement with Perumahan processed by our own mill. In addition, due to the
Penjawat Awam 1 Malaysia (“PPA1M”) for the offer
Aerial view of the Palm Oil Mill which was commissioned into use
in February 2017
62
strategic location of the Mill, we are able to attract Hess Operating Company (“CHOC”) to mainly cater
many external fruits into the Mill thereby giving us to the crew boat activities. We are confident of many
the necessary scale and efficiency very early on in its other PSC customers opting for TBSB as their main
production life. Based on the performance so far, we base of operations over the next few months and
are confident that the Mill will be able to deliver the years. We look forward to the contribution of TBSB
desired results that our Plantation Division has been to the Group results from 2017 onwards.
looking for and is capable of achieving.
Looking Ahead
Finally, on 31 December 2016, our Oil and Gas
The Group is excited by the many groundbreaking
Division completed its acquisition of Matrix Reservoir
events that took place over the year. Of particular
Sdn Bhd, the owner and operator of Tok Bali
interest is the agreement by Malaysia and Singapore
Supply Base (“TBSB”) in Kelantan. As described
to develop a High Speed Rail (“HSR”) Line linking
in the previous Annual Report, TBSB is strategically
Kuala Lumpur and Singapore. Another exciting
located and enjoys a significant captive market. It’s
development is the proposed East Coast Rail Line
poised to offer significant savings to the oil and gas
(“ECRL”) linking Kuala Lumpur with Kelantan via
companies operating in the North Malay Basin, in
Terengganu and Pahang. Both HSR and ECRL are
particular those under the Malaysia-Thailand Joint
anticipated to create many opportunities particularly
Development Area. Following a year of building up
for our Construction Division. We believe we have
the necessary facilities including amongst others;
the right credentials based on our impeccable track
Liquid Mud Plant, Warehouses, Fuel Bunkering and
record and look forward to participate in the tenders
Potable Water facilities and Customs, Immigration
as they are rolled out.
and Quarantine facilities, TBSB is now operational
and ready to receive customers. In March 2017,
The proposed ECRL has also given us reason
TBSB welcomed Hess Corporation as its maiden
to be excited where it has been announced that a
Production Sharing Contract (“PSC”) customer. A
passenger and cargo terminal will be built in Tok
service agreement has also been inked with Carigali
Bali. Not only will this help the development of the Tok Bali area in general but will further spur interest and
connectivity to TBSB which is poised to be the primary port for Kelantan and Northern Terengganu. We are
very excited at the prospects such a rail link will give to the Tok Bali area.
Early 2017 saw oil and gas prices react positively to oil production cuts announced by the Organisation of
Petroleum Exporting Countries (“OPEC”) as well as a recovery in crude palm oil (“CPO”) prices. The timing
of both increases has coincided nicely with the start of operations of the TBSB and commissioning of the Mill.
Despite a fall in oil prices recently, we expect both CPO and oil prices to remain within range and therefore
allow both our Plantation and Oil and Gas Divisions to be on a better footing this year.
Acknowledgement
I would like to welcome on board, Y.Bhg Dato’ Sr. Abdull Manaf Bin Hj Hashim, who joined the Board of Directors
of AZRB on 1 July 2016 as an Independent and Non-Executive Director. Prior to joining AZRB, Dato’ Sr. Abdull
Manaf was the Deputy Director General of the Public Works Department / Jabatan Kerja Raya (“JKR”). Dato’
Sr. Abdull Manaf retired from JKR after 38 years of dedicated service. Dato’ Sr. Abdull Manaf graduated as a
Bachelor of Quantity Surveying from Universiti Teknologi Malaysia and started his career in JKR as a Quantity
Surveyor. Amongst his achievements include five terms as President of the Board of Quantity Surveyors
Malaysia and President of the Royal Institution of Surveyors Malaysia for one session.
Y.Bhg Dato’ Sr. Abdull Manaf carries with him a vast wealth of knowledge and experience accumulated over his
many years of service and the Group looks forward to his counsel, advice and sharing for the years to come.
Appreciation
On behalf of the Board, I wish to express my sincerest gratitude and appreciation to the shareholders, various
government agencies, clients, consultants, suppliers 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 member of the Board, both at 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
64
Management
Discussion and
Analysis
Dear Shareholders,
On behalf of the Senior Management of Ahmad Zaki Resources
Berhad (“AZRB” of “the Group”) I am delighted to present an
outstanding report card for the financial year ended 31 December
2016 (“FY2016”), as we build upon our solid foundation and sound
expertise to emerge stronger across all our business divisions. It is
important to note that this performance was attained against a very
challenging year in the domestic economy, where the remarkable
finish in FY2016 testifies to our tenacity and focus on delivery.
Ahmad Zaki Resources Berhad
Annual Report 2016 65
Financial Review
We are pleased to announce that group revenue in
2016 exceeded the billion Ringgit mark to achieve SEGMENTAL REVENUE AND
record-high topline of RM1.2 billion (2015: RM715.0 OPERATING MARGIN
million). We also enhanced our overall bottomline, CONSTRUCTION
with pre-tax profit of RM50.5 million (2015: RM32.1
million) and net profit attributable to shareholders of 1,117.9
2016
RM27.2 million (2015: RM22.9 million). The strong 65.4
double-digit growth figures clearly demonstrate the 644.2
effectiveness of the Group’s expansion strategies, 2015 52.1
with revenue jumping 68% year-on-year, and pre-tax 601.7
and net profits increasing 57% and 19% respectively. 2014 52.6
Correspondingly, earnings per share increased to 5.6
sen (2015: 4.7 sen). PROPERTY
strength. 47.6
2015 14.1
Another notable feather in the division’s cap was The new contract wins in the year under review
the RM152.3 million contract to build the Tanjung propelled AZRB’s balance order book to RM3.9
Lumpur Bridge in Kuantan, Pahang, which is to billion as at 31 December 2016, to be recognised
be built over a 3-year period. The new bridge, over the next five years.
connecting the upcoming Bandar Putra, Tanjung
Lumpur to the thriving Kuantan City, would be Securing these new wins did not distract us from
a crucial conduit to the rapid developments of delivering on and making sturdy progress in our
Kuantan, facilitating the flow of resources including ongoing projects in the year. These included
manpower and goods to enable the state to reach handing over the IIUM Medical Centre in May
its full economic potential. 2016, fulfilling the supply of additional medical
equipment under Group 2 and
3 for the IIUM Medical Centre in
December 2016. We also made
great strides with our jobs in hand,
including the construction of the
4-block Student Accommodation
Complex in the heart of the
capital city, building the office
and residential high-rise towers
under the mixed development
project in Kampung Baru, Kuala
Lumpur, and going full speed
ahead into the construction of
the PNB Hotel and Office Towers
(formerly the Malaysia Airlines
building) in Jalan Sultan Ismail,
Kuala Lumpur.
68
Aerial view of the completed Student Accommodation Complex for Universiti Teknologi Malaysia,
Kuala Lumpur.
It is imperative to note that most of our include iconic and nation-building undertakings
ongoing projects are situated in the highly- such as the East Coast Rail Link (“ECRL”), the
congested city centre, which added to the KVMRT Line 3 and the Kuala Lumpur-Singapore
potential complications and sensitivities High Speed Rail, amongst other projects.
particularly in traffic management during the
construction period. It is part of our credo to Besides this, we plan to leverage on our core
place great emphasis in this aspect, and always expertise gained from previous successful
endeavoured to develop optimal solutions to projections to bid for building jobs such as
uphold the safety and smooth journey of existing hospitals, universities, mosques, sports facilities
users. As such, we are pleased that our track and others. We believe that our suite of integrated
record of timely delivery remains untainted services from innovative design to construction,
despite these potential complications; marking coupled with our competitive pricing, stands us
our strength as a people-conscious construction in good stead in securing such building projects.
player.
We want to ensure a good product mix of
Even so, we are not resting on our laurels, and infrastructure and commercial projects, in order
fully intend to seek further growth by aggressively to mitigate cyclical sector risks and continue
tendering for more infrastructure projects. These strengthening our track record.
Ahmad Zaki Resources Berhad
Annual Report 2016 69
• Oil and Gas (‘O&G Division’) Cognisant of these positive prospects, the Group
wasted no time in ensuring that its facilities were
The Group’s O&G Division held up relatively well prepared and ready to serve the varying needs of
amidst a challenging year, what with the incessant the PSCs. Efforts to this end included constructing
global concerns on oversupply and waning an office block, the liquid mud plant and marine
demand for fossil fuels. Still, it is noteworthy that tower, warehouses with amenities, customs and
the management made the best of the situation immigration complex, weighbridge, and bonded
and kept its focus trained on the future prospects. holding area in 2016. We are heartened that our
This stance led to the Group’s ownership of a initiatives to fully equip Tok Bali Supply Base to
majority stake in the operator of Tok Bali Supply better serve potential clientele have borne fruit, as
Base: one of the three supply base license aptly demonstrated by our increasing customer
holders in Malaysia, and the only one situated base, including notable oil and gas player Carigali
in Kelantan, and therefore in prime position to Hess Operating Company (“CHOC”) who has
be the sole Malaysia-based service provider for signed a service agreement for its crew boat
Product Sharing Contractors (“PSCs”) operating activities for a period of two years. In addition
in the North Malay Basin, Malaysia-Thailand Joint to Carigali Hess being a new client, HESS
Development Area and Commercial Arrangement Exploration & Production Malaysia B.V. (“HESS”)
Area between Malaysia and Vietnam. has been a client at Tok Bali Supply Base since
September 2015.
AZRB intends to continue growing our property value of lands and bring about important multiplier
development division well into the future, with effects to the said locations. We will continue to
RM1.1 billion new launches in the pipeline. Of this, be on the lookout for such opportunities to extend
we plan to launch the 67-acre RM217.7 million our growth potential further.
mixed development of Puncak Temala in Marang,
Terengganu in early 2017, features 349 units of Our facilities management segment made a
double-storey link houses offered at a discount good start in 2016 with the completion of the
to eligible civil servants under the Perumahan IIUM Medical Centre. Our subsidiary Peninsular
Penjawat Awam 1 Malaysia (“PPA1M”) scheme. Medical Sdn Bhd is tasked to provide facility
With close to 20% approval rate under PPA1M and equipment maintenance as well as building
to date, we are optimistic that Puncak Temala management services for the hospital for the
would be well-received; putting our first step into remaining 21½ year concession period, which
developing a critical mass population. would further boost the Group’s recurring income
stream.
Of particular note in the Group’s pipeline launches
is the RM257.4 million residential project of • Plantation
Rimbun Damansara in Kwasa Damansara,
Sungai Buloh, Kuala Lumpur, slated for launch We are delighted to announce that as at 31
in early 2018. In early 2016, we secured the December 2016, the Plantation Division spanned
competitive tender to be the development partner a sizable 8,200 hectare oil palm plantation in
for Kwasa Land Sdn Bhd, the subsidiary of West Kalimantan, Indonesia, with a balanced
master developer Kwasa Damansara, paving the tree profile of 52% new trees under 4 years, and
way for our first property development project in 48% matured trees of between 4 to 10 years.
the Klang Valley.
We believe that FY2017 will be the turning point
In all this, AZRB intends to maintain an asset-light for our Plantation Division. We want to maintain
balance sheet for its Property Division by entering our growth momentum in the planting of new trees
into joint ventures with land owners to unlock the to increase total planted area to 10,000 hectares
by end-2017, and have set aside RM10.5 million
in capital expenditure for planting and upkeep of
the trees. With this, the Plantation Division would
have a healthy tree profile where approximately
60% of the plantation would comprise of young to
prime aged trees by the year 2021, with a target
to produce 200,000 metric tonne (“MT”) of our
own FFB.
timely manner. The mill is capable of producing one to two within this year, and intend to embark
both crude palm oil (“CPO”) and crushed palm on continuous improvements to run the mill at
kernel, and has recorded encouraging response high efficiency to be the benchmark against
from third-party plantations within the vicinity industry standards.
in the first quarter of 2017. Currently, all fruits
produced in our plantation are processed in- With enhanced cost savings for our own
house in our own mill, lending itself to greater plantation, together with revenue contributions
yields, and improved operations efficiency in our from third party processing, the mill would be
plantations operations. instrumental in inducing a turnaround for the
Plantation Division in FY2017. Coupled with
Within our first year of operations of the mill, we gradually increasing prices of CPO and our
target to process 180,000 MT of FFB, with 60,000 ongoing strategies to extract better yields, the
MT from our own plantation and the balance Division is targeted to contribute positively to the
120,000 MT from external parties. We foresee Group hereon.
increasing the number of production shifts from
All these developments point to a bright outlook going forward. Therefore, we intend to place ourselves in the
most optimum position to ensure that the Group would effectively capture the opportunities presented.
Looking ahead
All said, AZRB stands at the cusp of a new beginning, with all our business divisions equipped and ready to
launch into the next phase of growth. The latter point is reflected in our expected CAPEX of about RM400
million earmarked to carry out the various initiatives planned across our diverse divisions and depicts the
determination of Ahmad Zaki Resources Berhad in scaling greater heights going forward.
We have every confidence that each division is helmed by visionary leaders supported by their strong-calibre
management team and staff force, who are not only equipped with the capabilities to deliver strong growth, but
also aspiring to achieve greater things in the constant pursuit of excellence. A solid foundation we have built
to launch ourselves well into the future, and we look forward to celebrating many more milestones together.
Appreciation
As we have illustrated, 2017 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 RM400 million scheduled to be spent
in 2017. As the Group grows, the importance of Group oversight over its businesses is paramount. The people
of AZRB are fully committed to grow and develop the Group for the benefit of all stakeholders. Therefore, 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, we would like to celebrate and
express our deepest gratitude to all the people in the Group for their continued efforts, dedication, commitment
and sacrifice on behalf of the Group.
Finally, we wish to express our sincerest gratitude and appreciation to the shareholders, various government
agencies, clients, consultants, suppliers and business partners who have contributed significantly to our
success and for their continuous support and confidence in the AZRB Group.
Thank you.
financial
Report
76 Directors’ Report
DirectorS’ report
For the Year Ended 31 December 2016
DIRECTORS’ REPORT
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 2016.
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 of the Financial
Statements. There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Group Company
RM‘000 RM‘000
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
2016 on 15 August 2016.
The Directors do not recommend any final dividend to be paid for the current financial year.
There were no debentures and warrants issued during the financial the year.
Ahmad Zaki Resources Berhad
Annual Report 2016 77
Directors’ Report
For the Year Ended 31 December 2016 (Cont’d)
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 until 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.
(i) Eligible employees are those full time employees whose employment with the Group have been confirmed
while eligible Directors are those Directors including non-executive and/or independent Directors of the
Group. The maximum allocation of ESS Shares Award and ESS Options (“Awards”) to the Directors has
been approved by the shareholders of the Company at the EGM.
(ii) The aggregate maximum new number of shares to be issued under the ESS shall not exceed 15% of the
issued and paid-up share capital of the Company (excluding treasury shares) at any time throughout the
duration of the ESS.
The ESS shall be valid for a period of 5 years and may be further extended for a maximum period of 5
years and such extension shall not in aggregate exceed the duration of 10 years from the Effective Date.
(iii) The exercise price of each share comprised in the ESS Options shall be the higher of the following:-
(a) At a discount (as determined by the ESS Committee) of not more than 10% to the 5 market days
volume weighted average market price of the underlying shares preceding the award date of the ESS
Options; or
(b) The par value of the Company’s shares.
78
Directors’ Report
For the Year Ended 31 December 2016 (Cont’d)
(iv) The allocation of ESS Options to any individual eligible employee or Director who either singly or
collectively through persons connected with them, holds twenty percent (20%) or more of the issued and
paid-up share capital of the Company (excluding treasury shares), shall not exceed ten percent (10%)
of the new shares of the Company to be issued pursuant to the ESS.
(v) The actual number of shares which may be awarded under the ESS Shares Award shall be at the
discretion of the ESS Committee. The ESS Committee may stipulate any terms and conditions it deems
appropriate in an ESS Shares Award and the terms and conditions may differ.
(vi) If the ESS Shares Award is not accepted in the manner as set out in the By-law, the ESS Shares Award
shall automatically lapse upon the expiry and be null and void.
(vii) The ESS Committee shall, as and when it deems practicable and necessary, reviews and determines
at its own discretion the vesting conditions in respect of an ESS Shares Award which includes, amongst
others, the following:-
(viii) The new shares to be allotted and issued under the ESS shall rank pari passu in all respects with the then
existing shares of the Company except that the new shares shall not be entitled to any dividends, rights,
allotments and/or distributions that may be declared, made or paid to the shareholders, the entitlement
date of which is prior to the date of the allotment of the new shares.
TREASURY SHARES
There was no repurchase of the Company’s shares during the financial year under review.
As at 31 December 2016, 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 30 to the Financial Statements.
(i) proper action had been taken in relation to the writing-off of bad debts and the making of allowance for
doubtful debts, and had satisfied themselves that all known bad debts had been written-off and adequate
allowance had been made for doubtful debts; and
(ii) any current assets which were unlikely to be realised in the ordinary course of business had been written
down to an amount which they might be expected so to realise.
Ahmad Zaki Resources Berhad
Annual Report 2016 79
Directors’ Report
For the Year Ended 31 December 2016 (Cont’d)
At the date of this report, the Directors are not aware of any circumstances:
(i) that would render the amount written-off for bad debts, or the amount of the allowance for doubtful debts
in the Group and in the Company inadequate to any substantial extent; or
(ii) that would render the value attributed to the current assets in the financial statements of the Group and of
the Company misleading; or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate; or
(iv) not otherwise dealt with in this report or the financial statements that would render any amount stated in
the financial statements of the Group and of the Company misleading.
(i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial
year and which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the
financial year.
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 2016 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’ Sri 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’ Sr. Abdull Manaf bin Hj Hashim (appointed on 1 July 2016)
80
Directors’ Report
For the Year Ended 31 December 2016 (Cont’d)
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:
Directors’ Report
For the Year Ended 31 December 2016 (Cont’d)
Warrants 2014/2024
At At
01.01.2016 Bought Sold 31.12.2016
Direct interest in the Company
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 876,157 - - 876,157
Dato’ Sri 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 1,543,336 148,200 - 1,691,536
Dato’ Haji Roslan bin Tan Sri Jaffar 123,750 - - 123,750
Datuk (Prof.) A Rahman 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 of 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 2016 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 Note 9 to 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
82
Directors’ Report
For the Year Ended 31 December 2016 (Cont’d)
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 41 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 PLT have indicated their willingness to accept re-appointment.
RAJA TAN SRI DATO’ SERI AMAN BIN RAJA HAJI AHMAD
Kuala Lumpur,
30 March 2017
Ahmad Zaki Resources Berhad
Annual Report 2016 83
Opinion
We have audited the financial statements of AHMAD ZAKI RESOURCES BERHAD, which comprise the
statements of financial position of the Group and of the Company as at 31 December 2016, and the statements
of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows
for the year then ended, and notes to the financial statements, including a summary of significant accounting
policies, as set out on pages 89 to 184.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Group and of the Company as at 31 December 2016, 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.
The Group recognises contract revenue and costs in profit or loss by using the percentage of completion
method. The percentage of completion is determined by the proportion that contract costs incurred for
work performed to date bear to the estimated total contract costs.
The construction contract revenue and construction contract cost recognised in the profit or loss are
disclosed in Notes 4 and 5 to the financial statements respectively.
• Tested the relevant key internal controls over revenue and cost and budgeting process for projects.
• Selected a sample of management-prepared budgets for construction projects. We tested whether the
budgets were updated based on the latest reports from engineers and architects. We also checked that
the budgets are regularly reviewed and sighted the latest evidence of signoff by the management.
• Selected a sample of actual costs incurred to test the appropriateness of actual costs incurred and that
they are recorded in the correct accounting period.
• Recomputed the revenue and cost recognised based on the percentage of completion.
• Obtained a sample of the cost to complete as prepared by management. Tested the subsequent
realisation of expenses by checking to architect certificates and progress payments.
• Conducted site visits at dates close to 31 December 2016 to sight and assess the physical completion
status of the projects.
Ahmad Zaki Resources Berhad
Annual Report 2016 85
Included in the financial statements of the Group and of the Company are other receivables amounting
to RM92,758,000 and RM47,592,000, respectively.
This amount arose from an arbitration award which the Group is currently in the process of recovery as
detailed in Note 24(b) to the financial statements.
Significant management judgement is required in assessing the recoverability of the other receivables
and its expected timing of recovery.
Our audit performed and responses thereon • Assessed the competency, independence and
objectivity of the external legal counsel that
We have performed the following procedures: represents the Group in the legal recovery of the
said amount.
• Discussed and evaluated management’s
assessment of the recovery of the said • Recomputed the carrying amount of the said
outstanding amount and its eventual expected other receivables to ensure it is being computed
timing of recovery. in accordance with the amortised cost basis.
• Obtained written confirmation from the external • Considered the appropriateness of the
legal counsel on the status of the enforcement of classification of the said other receivables as a
the arbitration award. non-current asset.
Information Other than the Financial Statements and Auditors’ Report Thereon
The directors of the Company are responsible for the other information. The other information comprises the
information included in the annual report but does not include the financial statements of the Group and of the
Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this
auditors’ report, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
86
Responsibilities of the Directors for the Financial Standards on Auditing, we exercise professional
Statements judgment and maintain professional scepticism
throughout the audit. We also:
The Directors of the Company are responsible for
the preparation of financial statements of the Group
• Identify and assess the risks of material
and the Company that give a true and fair view in
misstatement of the financial statements of the
accordance with Financial Reporting Standards
Group and of the Company, whether due to fraud
and the requirements of the Companies Act, 1965
or error, design and perform audit procedures
in Malaysia. The Directors are also responsible for
responsive to those risks, and obtain audit
such internal control as the Directors determine is
evidence that is sufficient and appropriate to
necessary to enable the preparation of financial
provide a basis for our opinion. The risk of not
statements of the Group and of the Company that are
detecting a material misstatement resulting from
free from material misstatement, whether due to fraud
fraud is higher than for one resulting from error,
or error.
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
In preparing the financial statements of the Group
internal control.
and of the Company, the Directors are responsible for
assessing the Group’s and the Company’s ability to
• Obtain an understanding of internal control relevant
continue as a going concern, disclosing, as applicable,
to the audit in order to design audit procedures
matters related to going concern and using the going
that are appropriate in the circumstances, but not
concern basis of accounting unless the directors
for the purpose of expressing an opinion on the
either intends to liquidate the Group or the Company
effectiveness of the Group’s and the Company’s
or to cease operations, or have no realistic alternative
internal control.
but to do so.
• Evaluate the appropriateness of accounting
Auditors’ Responsibilities for the Audit of the Financial
policies used and the reasonableness of
Statements
accounting estimates and related disclosures
Our objectives are to obtain reasonable assurance made by the directors.
about whether the financial statements of the Group
and of the Company as a whole are free from material • Conclude on the appropriateness of the directors’
misstatement, whether due to fraud or error, and to use of the going concern basis of accounting and,
issue an auditors’ report that includes our opinion. based on the audit evidence obtained, whether
Reasonable assurance is a high level of assurance, a material uncertainty exists related to events or
but is not a guarantee that an audit conducted in conditions that may cast significant doubt on the
accordance with approved standards on auditing in Group’s or the Company’s ability to continue as
Malaysia and International Standards on Auditing a going concern. If we conclude that a material
will always detect a material misstatement when it uncertainty exists, we are required to draw attention
exists. Misstatements can arise from fraud or error in our auditors’ report to the related disclosures in
and are considered material if, individually or in the the financial statements of the Group and of the
aggregate, they could reasonably be expected to Company or, if such disclosures are inadequate,
influence the economic decisions of users taken on to modify our opinion. Our conclusions are based
the basis of the financial statements of the Group and on the audit evidence obtained up to the date of
of the Company. our auditors’ report. However, future events or
conditions may cause the Group or the Company
As part of an audit in accordance with approved to cease to continue as a going concern.
standards on auditing in Malaysia and International
Ahmad Zaki Resources Berhad
Annual Report 2016 87
• Evaluate the overall presentation, structure and (a) in our opinion, the accounting and other records
content of the financial statements of the Group and the registers required by the Act to be kept
and of the Company, including the disclosures, by the Company and its subsidiaries of which we
and whether the financial statements of the Group have acted as auditors have been properly kept in
and of the Company represent the underlying accordance with the provisions of the Act;
transactions and events in a manner that achieves
fair presentation. (b) we have considered the accounts and the auditors’
reports of all the subsidiaries of which we have not
• Obtain sufficient appropriate audit evidence acted as auditors, which are indicated in Note 19
regarding the financial information of the entities or to the financial statements, being accounts that
business activities within the Group to express an have been included in the financial statements of
opinion on the financial statements of the Group. the Group;
We are responsible for the direction, supervision
and performance of the group audit. We remain (c) we are satisfied that the accounts of the
solely responsible for our audit opinion. subsidiaries that have been consolidated with
the financial statements of the Company are
We communicate with the directors regarding, among in form and content appropriate and proper for
other matters, the planned scope and timing of the the purposes of the preparation of the financial
audit and significant audit findings, including any statements of the Group, and we have received
significant deficiencies in internal control that we satisfactory information and explanations as
identify during our audit. required by us for those purposes; and
We also provide the directors with a statement that (d) the auditors’ reports on the accounts of the
we have complied with relevant ethical requirements subsidiaries did not contain any qualification or
regarding independence, and to communicate with any adverse comment made under sub-section
them all relationships and other matters that may (3) of Section 174 of the Act.
reasonably be thought to bear on our independence,
and where applicable, related safeguards. Other Reporting Responsibilities
The supplementary information set out on page
From the matters communicated with the directors,
185 to the financial statements is disclosed to
we determine those matters that were of most
meet the requirement of Bursa Malaysia Securities
significance in the audit of the financial statements of
Berhad and is not part of the financial statements.
the Group and of the Company of the current year
The directors are responsible for the preparation of
and are therefore the key audit matters. We describe
the supplementary information in accordance with
these matters in our auditors’ report unless law or
Guidance on Special Matter No. 1 “Determination of
regulation precludes public disclosure about the
Realised and Unrealised Profits and Losses in the
matter or when, in extremely rare circumstances, we
Context of Disclosures Pursuant to Bursa Malaysia
determine that a matter should not be communicated
Securities Berhad Listing Requirements” as issued
in our report because the adverse consequences of
by the Malaysian Institute of Accountants (“MIA
doing so would reasonably be expected to outweigh
Guidance”) and the directive of Bursa Malaysia
the public interest benefits of such communication.
Securities Berhad. In our opinion, the supplementary
information is prepared, in all material respects, in
Report on Other Legal and Regulatory Requirements
accordance with the MIA Guidance and the directive
In accordance with the requirements of the Companies of Bursa Malaysia Securities Berhad.
Act, 1965 in Malaysia, we also report that:
88
Other Matter
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.
30 March 2017
Ahmad Zaki Resources Berhad
Annual Report 2016 89
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Revenue 4 1,201,273 714,972 23,941 20,415
Cost of sales 5 (1,072,870) (588,319) (3,099) (494)
Gross profit 128,403 126,653 20,842 19,921
Other operating income 9,602 18,224 28,558 17,767
Administrative expenses (82,826) (63,589) (20,538) (17,548)
Other operating expenses (3,449) (8,466) (293) (98)
Profit from operating
activities 51,730 72,822 28,569 20,042
Finance income 6 47,697 3,170 2,826 830
Finance costs 7 (52,566) (46,566) (4,859) (8,173)
Net finance costs (4,869) (43,396) (2,033) (7,343)
Share of profit of joint
ventures, net of tax 21 3,601 2,656 - -
Profit before tax 8 50,462 32,082 26,536 12,699
Income tax (expense)/credit 10 (25,845) (10,502) 150 (493)
Profit for the year 24,617 21,580 26,686 12,206
90
Statements of Profit or Loss and Other Comprehensive Income for the Financial Year Ended
31 December 2016 (Cont’d)
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Other comprehensive
income/(loss), net of tax
Item that may be reclassified
subsequently to profit or loss
Foreign currency translation
differences for foreign operations 8,586 (3,571) (105) (1,259)
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
ASSETS
Property, plant and equipment 12 285,064 114,671 2,301 2,102
Prepaid lease payments 13 20,860 7,800 - -
Land held for development 14 38,630 24,228 - -
Biological assets 15 173,055 140,457 - -
Intangible assets 16 41,060 - - -
Concession service assets 17 398,071 39,920 - -
Goodwill 18 36,490 6,158 - -
Investments in subsidiaries 19 - - 263,808 89,003
Investments in associates 20 165 165 - -
Interests in joint ventures 21 34 3,104 34 34
Available-for-sale investments 22 116 116 68 68
Deferred tax assets 23 22,712 31,517 - -
Trade and other receivables 24 704,236 108,306 47,592 43,106
Total non-current assets 1,720,493 476,442 313,803 134,313
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Equity
Share capital 29 120,885 120,885 120,885 120,885
Reserves 30 244,031 217,900 33,582 16,642
liabilities
Loans and borrowings 31 2,000,353 690,662 64,701 1,225
Employee benefits 32 2,836 2,324 - -
Deferred tax liabilities 23 75,097 56,291 26 1,503
Trade and other payables 33 57,800 - - -
Loans and borrowings 31 187,424 159,149 25,571 467
Trade and other payables 33 852,127 457,442 323,524 227,996
Current tax liabilities 304 5,160 - -
comprehensive income
for the year - - - - 8,586 - (23) 8,563 (1) 8,562
Profit/(Loss) for the year - - - - - - 27,209 27,209 (2,592) 24,617
Total comprehensive
(loss)/income for the year - - - - 8,586 - 27,186 35,772 (2,593) 33,179
Changes in ownership
interests in subsidiary - - - - - - - - 23,700 23,700
Total transactions with
non-controlling interests - - - - - - - - 23,700 23,700
At 31 December 2016 120,885 21,889 7,667 27,891 8,753 (1,026) 178,857 364,916 23,431 388,347
Annual Report 2016
Ahmad Zaki Resources Berhad
93
94
At 1 January 2015 120,885 21,889 7,667 27,891 3,366 (1,026) 148,076 328,748 3,994 332,742
Foreign currency
translation differences
for foreign operations - - - - (3,199) - - (3,199) (372) (3,571)
At 31 December 2015 120,885 21,889 7,667 27,891 167 (1,026) 161,312 338,785 2,324 341,109
Attributable to owners of the Company
Non-distributable
Foreign
exchange
Share Share Capital Warrant translation Treasury Accumulated
capital premium reserve reserve reserve shares losses Total
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2016 120,885 21,889 7,667 27,891 (1,027) (1,026) (38,752) 137,527
Foreign currency
translation differences
for foreign operations - - - - (105) - - (105)
Total other comprehensive
loss for year - - - - (105) - - (105)
At 31 December 2016 120,885 21,889 7,667 27,891 (1,132) (1,026) (21,707) 154,467
Annual Report 2016
Ahmad Zaki Resources Berhad
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2016
(Cont’d)
95
96
Attributable to owners of the Company
Non-distributable
Foreign (Cont’d)
exchange
Share Share Capital Warrant translation Treasury Accumulated
capital premium reserve reserve reserve shares losses Total
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2015 120,885 21,889 7,667 27,891 232 (1,026) (41,317) 136,221
Foreign currency
translation differences
for foreign operations - - - - (1,259) - - (1,259)
Total other comprehensive
loss for year - - - - (1,259) - - (1,259)
Profit for the year - - - - - - 12,206 12,206
Total comprehensive
income/(loss) for the year - - - - (1,259) - 12,206 10,947
Dividends to owners of
the Company (Note 34) - - - - - - (9,641) (9,641)
Total distribution from
owners of the Company - - - - - - (9,641) (9,641)
At 31 December 2015 120,885 21,889 7,667 27,891 (1,027) (1,026) (38,752) 137,527
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2016
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM/(USED IN)
OPERATING ACTIVITIES
Profit before tax 50,462 32,082 26,536 12,699
Adjustments for:-
Amortisation of prepaid lease payments 13 681 442 - -
Depreciation of property, plant and equipment 12 11,140 8,803 690 671
Amortisation of land application costs - 65 - -
Amortisation of biological assets 15 6,154 5,300 - -
Accretion of fair value and amortised
cost adjustment on non-current
receivables-net (45,635) 6,190 (2,693) 2,586
Bad debts written-off - 19 - 19
Property, plant and equipment written-off 16 82 - -
Interest expense 7 45,248 38,068 4,827 3,141
Gain on foreign exchange-unrealised (3,369) (3,439) (1,792) (8,562)
Biological assets written-off - 550 - -
Employee retirement benefits provision 32 316 385 - -
Gain on disposal of property, plant
and equipment-net (368) (12,184) (299) (86)
Amortisation of transaction costs 1,455 1,084 - -
Interest income (2,062) (3,170) (133) (830)
Gain on disposal of investment in joint venture (3,330) - - -
Gain on disposal of subsidiary - - (20,500) -
Share of profit of joint ventures, net of tax (3,601) (2,656) - -
Operating profit before working capital changes 57,107 71,621 6,636 9,638
98
Statements of Cash Flows for the Financial Year Ended 31 December 2016
(Cont’d)
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Operating profit before working capital changes
(cont’d) 57,107 71,621 6,636 9,638
Changes in working capital:
Decrease/(Increase) in inventories 1,228 (273) - -
Increase in amount due from contract
customers (208,348) (346,681) - -
Decrease/(Increase) in property development costs 4,107 (11,531) - -
Increase in concession service assets 17 (358,151) (23,510) - -
(Increase)/Decrease in amount due to
contract customers (13,030) 11,069 - -
Increase in trade and other receivables (186,841) (47,753) (39,777) (27,821)
Increase in trade and other payables 392,570 118,186 108,636 5,439
Net Cash (Used In)/From Operating Activities (370,459) (268,225) 68,247 (15,058)
Ahmad Zaki Resources Berhad
Annual Report 2016 99
Statements of Cash Flows for the Financial Year Ended 31 December 2016
(Cont’d)
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
CASH FLOWS (USED IN)/FROM
FINANCING ACTIVITIES
Increase in pledged fixed deposits (11,698) (9) (88) (81)
Dividend paid 34 (9,641) (9,641) (9,641) (9,641)
Repayments of finance lease liabilities (6,281) (4,898) (180) (591)
Proceeds from drawdown of loans and
borrowings 511,062 384,355 88,400 -
Repayments of loans and borrowings (137,507) (34,744) - -
Proceeds from issuance of Sukuk 1,000,000 - - -
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS 19,463 13,579 (7,264) (27,650)
Effects of exchange rate fluctuations
on cash held 5,926 3,625 (105) (1,576)
During the financial year, the Group and the Company acquired property, plant and equipment with aggregate
costs of RM107,818,427 (2015: RM29,509,266) and RM872,167 (2015: RM1,535,843) respectively, which
were satisfied as follows:
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Statements of Cash Flows for the Financial Year Ended 31 December 2016
(Cont’d)
Cash and cash equivalents included in the statements of cash flows comprise the following statements of
financial position amounts:
Group Company
2016 2015 2016 2015
Note RM’000 RM’000 RM’000 RM’000
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
2016 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
2016 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 30 March 2017.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards (“FRS”) and the Companies Act, 1965 in Malaysia.
On 19 November 2011, the MASB issued a new MASB approved accounting framework, the Malaysian
Financial Reporting Standards Framework (“MFRS Framework”), a fully-IFRS compliant framework.
Entities other than private entities should apply the MFRS Framework for annual periods beginning
on or after 1 January 2012, with the exception of Transitioning Entities.
Transitioning Entities, being entities within the scope of MFRS 141 Agriculture and/or IC Interpretation
15: Agreements for the Construction of Real Estate, including its parents, significant investors and
ventures were allowed to defer the adoption of the MFRS Framework until such time as mandated
by the MASB. On 2 September 2014, with the issuance of MFRS 15 Revenue from Contracts with
Customers and Amendments to MFRS 116 and MFRS 141 Agriculture: Bearer Plants, the MASB
announced that Transitioning Entities which have chosen to continue with the FRS Framework shall
adopt the MFRS Framework latest by 1 January 2017. On 8 September 2015, MASB confirmed that
the effective date of MFRS will be deferred to annual periods beginning on or after 1 January 2018
and the effective date for Transitioning Entities to apply the MFRS Framework will be deferred to the
same date.
102
The Group falls within the scope definition of Transitioning Entities and has availed itself of this
transitional arrangement and will continue to apply FRSs in the preparation of its financial statements.
Accordingly, the Group will be required to apply MFRS 1 First-time Adoption of Malaysian Financial
Reporting Standards in its financial statements for the financial year ending 31 December 2018,
being the first set of financial statements prepared in accordance with the new MFRS Framework.
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.
On 1 January 2016, the Group and the Company adopted the following new and amended FRSs
mandatory for annual financial periods beginning on or after 1 January 2016.
The application of the above new standard and amendments had no material impact on the disclosures
or on the amount recognised in the financial statements of the Group and the Company.
The standards and interpretations that are issued but not yet effective up to the date of issuance
of the Group’s and the Company’s financial statements are disclosed below. The Group and the
Company intend to adopt these standards, if applicable, when they become effective.
Ahmad Zaki Resources Berhad
Annual Report 2016 103
Amendments to FRSs effective for annual periods beginning on or after 1 January 2017
The Directors anticipate that the abovementioned Standards will be adopted in the annual financial
statements of the Group and of the Company when they become effective and that the adoption of
these Standards will have no material impact on the financial statements of the Group and of the
Company in the period of initial application except as disclosed below:
FRS 9 (IFRS 9 issued by IASB in November 2009) introduced new requirements for the classification
and measurement of financial assets. FRS 9 (IFRS 9 issued by IASB in October 2010) includes
requirements for the classification and measurement of financial liabilities and for de-recognition,
and in February 2015, the new requirements for general hedge accounting was issued by MASB.
Another revised version of FRS 9 was issued by MASB -FRS 9 (IFRS 9 issued by IASB in July 2015)
mainly to include (a) impairment requirements for financial assets and (b) limited amendments to the
classification and measurement requirements by introducing a ‘fair value through other comprehensive
income’ (FVTOCI) measurement category for certain simple debt instruments.
(a) All recognised financial assets that are within the scope of FRS 139 Financial Instruments:
Recognition and Measurement are required to be subsequently measured at amortised cost or
fair value. Specifically, debt investments that are held within a business model whose objective
is to collect the contractual cash flows, and that have contractual cash flows that are solely
payments of principal and interest on the principal outstanding are generally measured at
amortised cost at the end of subsequent accounting periods. Debt instruments that are held
within a business model whose objective is achieved both by collecting contractual cash flows
and selling financial assets, and that have contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding, are measured at FVTOCI. All other debt investments and equity
investments are measured at their fair value at the end of subsequent accounting periods. In
addition, under FRS 9, entities may make an irrevocable election to present subsequent changes
in the fair value of an equity investment (that is not held for trading) in other comprehensive
income, with only dividend income generally recognised in profit or loss.
104
(b) With regard to the measurement of financial liabilities designated as at fair value through profit
or loss, FRS 9 requires that the amount of change in the fair value of the financial liability that
is attributable to changes in the credit risk of that liability is presented in other comprehensive
income, unless the recognition of the effects of changes in the liability’s credit risk in other
comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes
in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit
or loss. Under FRS 139, the entire amount of the change in the fair value of the financial liability
designated as fair value through profit or loss is presented in profit or loss.
(c) In relation to the impairment of financial assets, FRS 9 requires an expected credit loss model,
as opposed to an incurred credit loss model under FRS 139. The expected credit loss model
requires an entity to account for expected credit losses and changes in those expected credit
losses at each reporting date to reflect changes in credit risk since initial recognition. In other
words, it is no longer necessary for a credit event to have occurred before credit losses are
recognised.
(d) The new general hedge accounting requirements retain the three types of hedge accounting
mechanisms currently available in FRS 139. Under FRS 9, greater flexibility has been introduced
to the types of transactions eligible for hedge accounting, specifically broadening the types of
instruments that qualify for hedging instruments and the types of risk components of non-
financial items that are eligible for hedge accounting. In addition, the effectiveness test has
been overhauled and replaced with the principle of an ‘economic relationship’. Retrospective
assessment of hedge effectiveness is also no longer required.
Enhanced disclosure requirements about an entity’s risk management activities have also
been introduced.
The Directors do not anticipate that the application of FRS 9 in the future to have a material impact
on amounts reported in respect of the Group’s and the Company’s financial assets and financial
liabilities. However, it is not practicable to provide a reasonable estimate of the effect of FRS 9 until
the Group completes a detailed review.
The new and amended standards (which are applicable upon adoption of MFRS Framework) that are
issued but not yet effective up to the date of issuance of the Group’s and of the Company’s financial
statements are disclosed below :
MFRS 141 prescribes the accounting treatment, financial statement presentation and disclosures
related to agricultural activity. It requires measurement of fair value less costs to sell, from initial
recognition of biological assets up to the point of harvest.
Ahmad Zaki Resources Berhad
Annual Report 2016 105
On 2 September 2014, the amendments to MFRS 116 Property, Plant and MFRS 141 Agriculture:
Bearer Plants introduce a new category of biological assets i.e. bearer plants. A bearer plant is a living
plant that is used in the production and supply of agricultural produce, is expected to bear produce for
more than one period, and has remote likelihood of being sold as agriculture produce. Bearer plants
are accounted for under MFRS 116 as an item of property, plant and equipment. Agricultural produce
growing on bearer plants continue to be measured at fair value less costs to sell under MFRS 141,
with fair value changes recognised in profit or loss as the produce grows.
MFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising
from contracts with customers. MFRS 15 will supersede the current revenue recognition guidance
including MFRS 118 Revenue, MFRS 111 Construction Contracts and the related Interpretations
when it becomes effective.
The core principle of MFRS 15 is that an entity should recognise revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard
introduces a 5-step approach to revenue recognition:
Under MFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e.
when ‘control’ of the goods or services underlying the particular performance obligation is transferred
to the customer. Far more prescriptive guidance has been added in MFRS 15 to deal with specific
scenarios. Furthermore, extensive disclosures are required by MFRS 15.
MFRS 16 Leases
MFRS 16 Leases supersedes MFRS 117 Leases and the related interpretations. Under MFRS 16, a
lease is a contract (or part of a contract) that conveys the right to control the use of an identified asset
for a period of time in exchange for consideration.
MFRS 16 eliminates the classification of leases by the lessee as either finance leases (on balance
sheet) or operating leases (off balance sheet). MFRS 16 requires a lessee to recognise a “right-of-
use” of the underlying assets and lease liability reflecting future lease payments for most leases.
The right-of-use asset is depreciated in accordance with the principle in MFRS 116 Property, Plant
and Equipment and the lease liability is accreted over time with interest expense recognised in the
income statement.
106
For lessors, MFRS 16 retains most of the requirements in MFRS 117. Lessors continue to classify all
leases as either operating leases or finance leases, and account for them differently.
A lessee can choose to apply the standard using either a full retrospective or a modified retrospective
transition approach. MFRS 16 is effective for annual periods beginning on or after 1 January 2019,
with early application permitted, but not before an entity applies MFRS 15.
The Group is in the process of assessing the impact on the financial statements arising from the
above standards and the transition from FRSs to MFRSs.
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 and the Company 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, which is the Company’s functional
currency. All financial information is presented in RM unless otherwise stated.
Ahmad Zaki Resources Berhad
Annual Report 2016 107
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 judgments in applying accounting
policies that have significant effect on the amounts recognised in the financial statements other than
those disclosed in the following notes:
(i) Subsidiaries
Subsidiaries are entities, including structured entities, controlled by the Company. The financial
statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases.
• Control exists when the Company is exposed, or has rights, to variable returns from its
involvement with the entity and has the ability to affect those returns through its power over
the entity.
• Potential voting rights are considered when assessing control only when such rights are
substantive.
108
• The Company considers it has de facto power over an investee when, despite not having the
majority of voting rights, it has the current ability to direct the activities of the investee that
significantly affect the investee’s return.
Investments in subsidiaries are measured in the Company’s statement of financial position at cost
less any impairment losses, unless the investment is classified as held for sale or distribution.
The cost of investments includes transaction costs.
The accounting policies of subsidiaries are changed when necessary to align them with the
policies adopted by the Group.
Business combinations are accounted for using the acquisition method from the acquisition date,
which is the date on which control is transferred to the Group.
For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:
• if the business combination is achieved in stages, the fair value of the existing equity interest
in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and
liabilities assumed.
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.
Ahmad Zaki Resources Berhad
Annual Report 2016 109
When the Group’s share of losses exceeds its interest in an associate, the carrying amount
of that interest including any long-term investments is reduced to zero, and the recognition of
further losses is discontinued except to the extent that the Group has an obligation or has made
payments on behalf of the associate.
When the Group ceases to have significant influence over an associate, any retained interest in
the former associate at the date when significant influence is lost is measured at fair value and
this amount is regarded as the initial carrying amount of a financial asset. The difference between
the fair value of any retained interest plus proceeds from the interest disposed of and the carrying
amount of the investment at the date when equity method is discontinued is recognised in the
profit or loss.
When the Group’s interest in an associate decreases but does not result in a loss of significant
influence, any retained interest is not remeasured. Any gain or loss arising from the decrease
in interest is recognised in profit or loss. Any gains or losses previously recognised in other
comprehensive income are also reclassified proportionately to the profit or loss if that gain or
loss would be required to be reclassified to profit or loss on the disposal of the related assets or
liabilities.
Investments in associates are measured in the Company’s statement of financial position at cost
less any impairment losses unless the investment is classified as held for sale or distribution. The
cost of the investments includes transaction costs.
Joint arrangements are arrangements of which the Group has joint control, established by
contracts requiring unanimous consent for decisions about the activities that significantly affect
the arrangements’ returns.
• A joint arrangement is classified as “joint operation” when the Group or the Company has
rights to the assets and obligations for the liabilities relating to an arrangement. The Group
and the Company account for each of its share of the assets, liabilities and transactions,
including its share of those held or incurred jointly with the other investors, in relation to the
joint operation.
• A joint arrangement is classified as “joint venture” when the Group has rights only to the net
assets of the arrangements. The Group accounts for its interest in the joint venture using the
equity method.
110
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary
not attributable directly or indirectly to the equity holders of the Company, are presented in the
consolidated statement of financial position and statement of changes in equity within equity,
separately from equity attributable to the owners of the Company. Non-controlling interests in
the results of the Group is presented in the consolidated statement of profit or loss and other
comprehensive income as an allocation of the profit or loss and the comprehensive income for
the year between non-controlling interests and the owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-
controlling interests even if doing so causes the non-controlling interests to have a deficit balance.
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity-accounted associates and joint ventures
are eliminated against the investment to the extent of the Group’s interest in the investees.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that
there is no evidence of impairment.
Transactions in foreign currencies are translated to the respective functional currencies of Group
entities at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting
period are retranslated to the functional currency at the exchange rate at that date. Non-
monetary assets and liabilities denominated in foreign currencies are not retranslated at the end
of the reporting date except for those that are measured at fair value that are retranslated to the
functional currency at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except
for differences arising on the retranslation of available-for-sale equity instruments, which are
recognised in other comprehensive income.
(ii) Operations denominated in functional currencies other than Ringgit Malaysia (“RM”)
The assets and liabilities of operations denominated in functional currencies other than RM,
including goodwill and fair value adjustments arising on acquisition, are translated to RM at
exchange rates at the end of the reporting period, except for goodwill and fair value adjustments
arising from business combinations before 1 January 2006 which are reported using the
exchange rates at the dates of the acquisitions. The income and expenses of foreign operations,
are translated to RM at exchange rates at the dates of the transactions.
Ahmad Zaki Resources Berhad
Annual Report 2016 111
(ii) Operations denominated in functional currencies other than Ringgit Malaysia (“RM”) (cont’d)
Foreign currency differences are recognised in other comprehensive income and accumulated
in the foreign exchange translation reserve (“FETR”) in equity. When a foreign operation is
disposed of, such that control, significant influence or joint control is lost, the cumulative amount
in the FETR related to that foreign operation is reclassified to profit or loss as part of the profit or
loss on disposal.
When the Group disposes of only part of its interest in a subsidiary that includes a foreign
operation, the relevant proportion of the cumulative amount is reattributed to non-controlling
interests.
When the Group disposes of only part of its investment in an associate or joint venture that
includes a foreign operation while retaining significant influence or joint control, the relevant
proportion of the cumulative amount is reclassified to profit or loss.
In the consolidated financial statements, when settlement of a monetary item receivable from
or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign
exchange gains and losses arising from such a monetary item are considered to form part of a
net investment in a foreign operation and are recognised in other comprehensive income, and
are presented in the FETR in equity.
A financial asset or a financial liability is recognised in the statement of financial position when,
and only when, the Group becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial
instrument not at fair value through profit or loss, transaction costs that are directly attributable to
the acquisition or issue of the financial instrument.
Financial assets
Loans and receivables category comprises debt instruments with fixed and determinable
payment that are not quoted in an active market.
Investments in equity instruments that do not have a quoted market price in an active
market and whose fair value cannot be reliably measured are measured at cost. Other
financial assets categorised as available-for-sale are subsequently measured at their
fair values with the gain or loss recognised in other comprehensive income, except for
impairment losses, foreign exchange gains and losses arising from monetary items which
are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in
other comprehensive income is reclassified from equity into profit or loss. Interest calculated
for a debt instrument using the effective interest method is recognised in profit or loss.
All financial assets are subject to review for impairment (see note 3 (n)(i)).
Financial liabilities
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity
after deducting all of its liabilities. Equity instruments issued by the Group and the Company are
recognised at the proceeds received, net of direct issue costs. Ordinary shares and warrants are
equity instruments.
Ordinary shares are recorded at the proceeds received, net of direct attributable
transactions costs. Ordinary shares are classified as equity. Dividends on ordinary shares
are recognised in equity in the period which they are declared.
(b) Warrants
Warrants are classified as equity instruments. The issuance of ordinary shares upon
exercise of the warrants is treated as new subscription of ordinary shares for a consideration
equivalent to the exercise price of the warrants.
(iii) Derecognition
A financial asset or a part of it is derecognised when, and only when the contractual rights to the
cash flows from the financial asset expire or the financial asset is transferred to another party
without retaining control or substantially all risks and rewards of the asset. On derecognition of
a financial asset, the difference between the carrying amount and the sum of the consideration
received (including any new asset obtained less any new liability assumed) and any cumulative
gain or loss that had been recognised in equity is recognised in profit or loss.
Ahmad Zaki Resources Berhad
Annual Report 2016 113
A financial liability or a part of it is derecognised when, and only when, the obligation specified
in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the
difference between the carrying amount of the financial liability extinguished or transferred to
another party and the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss.
Items of property, plant and equipment are measured at cost less any accumulated depreciation
and any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any
other costs directly attributable to bringing the asset to working condition for its intended use, and
the costs of dismantling and removing the items and restoring the site on which they are located.
The cost of self-constructed assets also includes the cost of materials and direct labour. For
qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on
borrowing costs. Purchased software that is integral to the functionality of the related equipment
is capitalised as part of that equipment.
The cost of property, plant and equipment recognised as a result of a business combination is
based on fair value at acquisition date. The fair value of property is the estimated amount for
which a property could be exchanged between knowledgeable willing parties in an arm’s length
transaction after proper marketing wherein the parties had each acted knowledgeably, prudently
and without compulsion. The fair value of other items of plant and equipment is based on the
quoted market prices for similar items when available and replacement cost when appropriate.
When significant parts of an item of property, plant and equipment have different useful lives,
they are accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by
comparing the proceeds from disposal with the carrying amount of property, plant and equipment
and is recognised net within “other operating income” and “other operating expenses” respectively
in profit or loss.
The cost of replacing a component of an item of property, plant and equipment is recognised in
the carrying amount of the item if it is probable that the future economic benefits embodied within
the component will flow to the Group or the Company, and its cost can be measured reliably. The
carrying amount of the replaced component is derecognised to profit or loss. The costs of the
day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
114
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components
of individual assets are assessed, and if a component has a useful life that is different from the
remainder of that asset, then that component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives
of each component of an item of property, plant and equipment. Leased assets are depreciated
over the shorter of the lease term and their useful lives unless it is reasonably certain that the
Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.
Property, plant and equipment under construction are not depreciated until the assets are ready
for their intended use.
The estimated useful lives for the current and comparative periods are at the following annual
rates:
• Building 2%
• Renovation 20%
• Machinery and equipment 10% - 33.3%
• Motor vehicles 20% - 33.3%
• Furniture, fittings and equipment 6.7% - 20%
Depreciation methods, useful lives and residual values are reviewed at the end of the reporting
period, and adjusted as appropriate.
As lessee
Leases in terms of which the Group assume substantially all the risks and rewards of ownership
are classified as finance leases. Upon initial recognition, the leased asset is measured at an
amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting
policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance
expense and the reduction of the outstanding liability. The finance expense is allocated to each
period during the lease term so as to produce a constant periodic rate of interest on the remaining
balance of the liability. Contingent lease payments are accounted for by revising the minimum
lease payments over the remaining term of the lease when the lease adjustment is confirmed.
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.
Ahmad Zaki Resources Berhad
Annual Report 2016 115
As lessor (cont’d)
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 recognised over the lease term.
Leases, where the Group or the Company does not assume substantially all the risks and
rewards of ownership are classified as operating leases and, except for property interest held
under operating lease, the leased assets are not recognised in the statement of financial position.
Property interest held under an operating lease, which is held to earn rental income or for capital
appreciation or both, is classified as investment property and measured using fair value model.
Payments made under operating leases are recognised in profit or loss on a straight-line basis
over the term of the lease. Lease incentives received are recognised in profit or loss as an integral
part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit
or loss in the reporting period in which they are incurred. Leasehold land which in substance is
an operating lease is classified as prepaid lease payments.
Land held for development consists of land or such portions thereof on which no development activity
has been carried out or where development activities are not expected to be completed within the
Company’s operating cycle of 2 to 3 years. Such land is classified as non-current asset and is stated
at cost less any accumulated impairment losses.
Land held for development is classified as development costs at the point when development
activities have commenced and where it can be demonstrated that the development activities can be
completed within the Group’s operating cycle of 2 to 3 years.
Cost associated with the acquisition of land includes the purchase price of the land, professional fees,
stamp duties, commissions, conversion fees and other relevant levies.
New planting expenditure incurred on land clearing and upkeep of trees to maturity is capitalised at
cost as biological assets and is not amortised. Replanting expenditure is charged to profit or loss in
the financial year in which the expenditure is incurred.
116
However, the capitalised costs will be amortised to profit or loss if the land on which the trees are
planted is on a lease term. The amortisation is on a straight-line basis over the economic useful lives
of the trees, or the remaining period of the lease, whichever is shorter.
Investment property is property which is owned or held under a leasehold interest to earn rental
income or for capital appreciation or for both, but not for sale in the ordinary course of business
or, use in the production or supply of goods or services or for administrative purposes.
Investment property is measured initially at cost and subsequently at fair value with any change
therein recognised in profit or loss for the period in which they arise. Where the fair value of the
investment property under construction is not reliably determinable, the investment property
under construction is measured at cost until either its fair value becomes reliably determinable
or construction is complete, whichever is earlier.
Cost includes expenditure that is directly attributable to the acquisition of the investment property.
The cost of self-constructed investment property includes the cost of materials and direct labour,
any other costs directly attributable to bringing the investment property to a working condition for
their intended use and capitalised borrowing costs.
The fair values are based on market values, being the estimated amount for which a property
could be exchanged on the date of the valuation between a willing buyer and a willing seller
in an arm’s length transaction after proper marketing wherein the parties had each acted
knowledgeably.
Concession asset comprising highway concession is stated at cost less any accumulated
amortisation and any impairment losses.
Ahmad Zaki Resources Berhad
Annual Report 2016 117
Highway concession cost includes expenditure that is directly incurred in the design and
construction of the East Klang Valley Expressway. Subsequent costs are included in the asset’s
carrying amount, only when it is probable that future economic benefits associated with the item
will flow to the Group and the cost can be measured reliably. All other repair and maintenance
are charged to profit or loss during the financial year in which they are incurred.
The highway concession cost will be amortised when the highway is ready for its intended use
or when toll collection starts whichever is earlier.
At each reporting date, the Group assesses whether there is any indication of impairment. If
such indications exist, the carrying amount of the highway concession is assessed and written
down immediately to its recoverable amount. Accounting policy on the impairment of other
assets is as stated in Note 3 (n)(ii).
In order to determine the construction revenue to be recognised, the directors have estimated
and recognised a construction margin in the construction of the infrastructure asset. The
estimated margin is based on relative comparison with general industry trend although actual
margins may differ.
Other intangible asset comprises of contractual customer relationship. The contractual customer
relationship will be amortised based on the contract period with customer.
At each reporting date, the Group assesses whether there is any indication of impairment. If
such indications exist, the carrying amount of the contractual customer relationship is assessed
and written down immediately to its recoverable amount. Accounting policy on the impairment
of other assets is as stated in Note 3 (n)(ii).
(iii) Goodwill
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-
generating units (or groups of cash-generating units) that is expected to benefit from the
synergies of the combination.
118
A cash-generating unit to which goodwill has been allocated is tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss
recognised for goodwill is not reversed in the subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included
in the determination of the profit or loss on disposal.
(j) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories is measured based on the weighted average cost formula, and includes
expenditure incurred in acquiring the inventories and other costs incurred in bringing them to
their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs necessary to make the sale.
Completed properties held for sale are stated at the lower of cost and net realisable value. Cost
consists of costs associated with the acquisition of land, direct costs and appropriate proportion
of common costs attributable to developing the properties to completion.
Construction work-in-progress represents the gross unbilled amount expected to be collected from
customers for contract work performed to-date. It is measured at cost plus profit recognised to-date
less progress billings and recognised losses. Cost includes all expenditure related directly to specific
projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities
based on normal operating capacity.
Construction work-in-progress is presented as part of trade and other receivables as amount due from
contract customers in the statement of financial position for all contracts in which costs incurred plus
recognised profits exceed progress billings. If progress billings exceed costs incurred plus recognised
profits, then the difference is presented as amount due to contract customers which is part of the
deferred income in the statement of financial position.
Ahmad Zaki Resources Berhad
Annual Report 2016 119
Property development costs comprise all costs that are directly attributable to development
activities or that can be allocated on a reasonable basis to such activities. Costs consist of land
and construction costs and other development costs including related overheads and capitalised
borrowing costs.
When the financial outcome of a development activity can be reliably estimated, development
revenue and costs are recognised in the profit or loss by reference to the stage of development
activity at the reporting date.
When the financial outcome of a development activity cannot be reliably estimated, development
revenue is recognised only to the extent of development costs incurred that is probable will be
recoverable, and development costs on properties sold are recognised as an expense in the period
in which they are incurred.
Accrued billings as current assets represent the excess of revenue recognised in the profit or loss
over billings to purchasers. Progress billings as current liabilities represent the excess of billings to
purchasers over revenue recognised in the profit or loss.
Cash and cash equivalents consist of cash on hand, balances and deposits placed with licensed
banks. For the purpose of the statement of cash flows, cash and cash equivalents are presented
net of bank overdrafts and pledged deposits.
(n) Impairment
All financial assets (except for investments in subsidiaries, investments in associates and
joint ventures) are assessed at each reporting date whether there is any objective evidence of
impairment as a result of one or more events having an impact on the estimated future cash
flows of the asset. Losses expected as a result of future events, no matter how likely, are not
recognised. For an investment in an equity instrument, a significant or prolonged decline in the
fair value below its cost is an objective evidence of impairment. If any such objective evidence
exists, then the impairment loss of the financial asset is estimated.
For the determination of impairment on receivables, the Group assesses individually each
receivables whether objective evidence of impairment exists at the end of each reporting
period. An impairment loss in respect of loans and receivables is recognised in profit or loss
and is measured as the difference between the asset’s carrying amount and the present value
of estimated future cash flows discounted at the asset’s original effective interest rate. The
carrying amount of the asset is reduced through the use of an allowance account.
120
An impairment loss in respect of loans and receivables is recognised in profit or loss and
is measured as the difference between the asset’s carrying amount and the present value
of estimated future cash flows discounted at the asset’s original effective interest rate. The
carrying amount of the asset is reduced through the use of an allowance account.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised
in profit or loss and is measured as the difference between the financial asset’s carrying
amount and the present value of estimated future cash flows discounted at the current market
rate of return for a similar financial asset.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can
be objectively related to an event occurring after the impairment loss was recognised in profit
or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not
exceed what the carrying amount would have been had the impairment not been recognised at
the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.
The carrying amounts of other assets (except for inventories, amount due from contract
customers, deferred tax assets and investment property measured at fair value) are reviewed
at the end of each reporting period to determine whether there is any indication of impairment.
If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill
and intangible assets with indefinite useful lives and intangible assets not yet available for use
are tested for impairment and at least annually, and whenever there is an indication that the
asset may be impaired.
For the purpose of impairment testing, assets are grouped together into the smallest group
of assets that generates cash inflows from continuing use that are largely independent of
the cash inflows of other assets or cash-generating units. Subject to an operating segment
ceiling test, for the purpose of goodwill impairment testing, cash-generating units to which
goodwill has been allocated are aggregated so that the level at which impairment testing
is performed reflects the lowest level at which goodwill is monitored for internal reporting
purposes. The goodwill acquired in a business combination, for the purpose of impairment
testing, is allocated to the group of cash-generating units that are expected to benefit from the
synergies of the combination.
Ahmad Zaki Resources Berhad
Annual Report 2016 121
The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use
and its fair value less costs of disposal. In assessing value-in-use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or cash-
generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-
generating unit exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect
of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit (group of cash-generating units) and then to reduce the
carrying amounts of the other assets in the cash-generating unit (groups of cash-generating
units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed at the end of each reporting period for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount since
the last impairment loss was recognised. An impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Reversals of impairment losses are credited to profit or loss in the financial year in which the
reversals are recognised.
Instruments classified as equity are measured at cost on initial recognition and are not remeasured
subsequently.
Costs directly attributable to the issue of instruments classified as equity are recognised as a
deduction from equity.
When share capital recognised as equity is repurchased, the amount of the consideration paid,
including directly attributable costs, net of any tax effects, is recognised as a deduction from
equity. Repurchased shares that are not subsequently cancelled are classified as treasury
shares in the statement of changes in equity.
122
(iii) Repurchase, disposal and reissue of share capital (treasury shares) (cont’d)
Where treasury shares are sold or reissued subsequently, the difference between the sales
consideration net of directly attributable costs and the carrying amount of the treasury shares
is recognised in equity.
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual
leave and sick leave are measured on an undiscounted basis and are expensed as the related
service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus
or profit-sharing plans if the Group has a present legal or constructive obligation to pay
this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
The Group’s contributions to statutory pension funds are charged to profit or loss in the financial
year to which they relate. Prepaid contributions are recognised as an asset to the extent that
a cash refund or a reduction in future payments is available.
The Group’s net obligation in respect of defined benefit plan of an overseas subsidiary’s is
calculated by estimating the amount of future benefit that employees have earned in the
current and prior periods and discounting that amount.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses
are recognised immediately in other comprehensive income. The Group determines the net
interest expense or income on the net defined liability for the period by applying the discount
rate used to measure the defined benefit obligation at the beginning of the annual period to
the then net defined benefit liability, taking into account any changes in the net defined benefit
liability during the period as a result of contributions and benefit payments, if any.
Net interest expense and other expenses relating to defined benefit plans are recognised in
profit or loss.
Ahmad Zaki Resources Berhad
Annual Report 2016 123
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in
benefit that relates to past service or the gain or loss on curtailment is recognised immediately
in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit
plan when the settlement occurs.
Termination benefits are expensed at the earlier of when the Group can no longer withdraw
the offer of those benefits and when the Group recognises costs for a restructuring. If benefits
are not expected to be settled wholly within 12 months of the end of the reporting period, then
they are discounted.
(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.
Provisions for performance guarantees and bonds are recognised when crytallisation is
probable. When crytallisation is possible, the performance guarantees and bonds are disclosed
as contingent liabilities.
A provision for onerous contracts is recognised when the expected benefits to be derived by
the Group from a contract are lower than the unavoidable cost of meeting its obligations under
the contract. The provision is measured at the present value of the lower of the expected cost
of terminating the contract and the expected net cost of continuing with the contract. Before a
provision is established, the Group recognises any impairment loss on the assets associated
with that contract.
Revenue from the sale of goods in the course of ordinary activities is measured at fair value of
the consideration received or receivable, net of returns and allowances, trade discounts and
volume rebates. Revenue is recognised when the significant risks and rewards of ownership
have been transferred to the customer, recovery of the consideration is probable, the associated
costs and possible return of goods can be estimated reliably, and there is no continuing
management involvement with the goods, and the amount of revenue can be measured reliably.
If it is probable that discounts will be granted and the amount can be measured reliably, then the
discount is recognised as a reduction of revenue as the sales are recognised.
124
Contract revenue includes the initial amount agreed in the contract plus any variations in
contract work, claims and incentive payments, to the extent that it is probable that they will
result in revenue and can be measured reliably. As soon as the outcome of a construction
contract can be estimated reliably, contract revenue and contract cost are recognised in
profit or loss in proportion to the stage of completion of the contract. Contract expenses are
recognised as incurred unless they create an asset related to future contract activity. The
stage of completion is assessed by reference to the proportion that contract costs incurred
for work performed to-date bear to the estimated total contract costs.
When the outcome of a construction contract cannot be estimated reliably, contract revenue
is recognised only to the extent of contract costs incurred that are likely to be recoverable. An
expected loss on a contract is recognised immediately in profit or loss. Significant judgement
is exercised in determining the percentage of completion, the extent of the costs incurred, the
estimated total contract value and costs, as well as the recoverability of the contract projects.
Where the financial outcome of a property development activity cannot be reliably estimated,
property development revenue is recognised only to the extent of property development
costs incurred that is probable will be recoverable, and property development costs on the
developed units sold are recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects
liability period, is recognised immediately in profit or loss.
Revenue from sale of completed properties is recognised upon the finalisation of sale and purchase
agreements and when the risks and rewards of ownership have been passed to the customers.
Rental income from investment property is recognised in profit or loss on a straight-line basis
over the term of the lease. Lease incentives granted are recognised as an integral part of
the total rental income, over the term of the lease. Rental income from subleased property is
recognised as other income.
Dividend income is recognised in profit or loss on the date that the Group’s or the Company’s
right to receive payment is established, which in the case of quoted securities is the ex-
dividend date.
Ahmad Zaki Resources Berhad
Annual Report 2016 125
Interest income is recognised as it accrues using the effective interest method in profit or loss
except for interest income arising from temporary investment of borrowings taken specifically
for the purpose of obtaining a qualifying asset which is accounted for in accordance with the
accounting policy on borrowing costs.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss using the effective interest method.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when
expenditure for the asset is being incurred, borrowing costs are being incurred and activities that
are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of
borrowing costs is suspended or ceases when substantially all the activities necessary to prepare
the qualifying asset for its intended use or sale are interrupted or completed.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised
in profit or loss except to the extent that it relates to a business combination or items recognised
directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted by the end of the reporting period, and any
adjustment to tax payable in respect of previous financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the
carrying amounts of assets and liabilities in the statement of financial position and their tax bases.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill,
the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are
expected to be applied to the temporary differences when they reverse, based on the laws that have
been enacted or substantively enacted by the end of the reporting period.
126
When investment properties are carried at their fair value in accordance with the accounting policy
set out in note 3(h), the amount of deferred tax recognised is measured using the tax rates that
would apply on sale of those assets at their carrying value at the reporting date unless the property
is depreciable and is held with the objective to consume substantially all of the economic benefits
embodied in the property over time, rather than through sale. In all other cases, the amount of
deferred tax recognised is measured based on the expected manner of realisation or settlement of
the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted
at the reporting date. Deferred tax assets and liabilities are not discounted.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current
tax liabilities and assets, and when they relate to income taxes levied by the same tax authority on
the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets are reviewed
at the end of each reporting period and are reduced to the extent that it is no longer probable that
the related tax benefit will be realised.
Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not
a tax base of an asset, is recognised as a deferred tax asset to the extent that it is probable that
the future taxable profits will be available against which the unutilised tax incentive can be utilised.
The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the period,
adjusted for own shares held.
Diluted EPS, if any, is determined by adjusting the profit or loss attributable to ordinary shareholders
and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for
the effects of all dilutive potential ordinary shares, which comprise of warrants.
An operating segment is a component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Group’s other components. All operating segments’ operating results
are reviewed regularly by the chief operating decision-maker, which in this case is the Managing
Director of the Group, to make decisions about resources to be allocated to the segment and to
assess its performance, and for which discrete financial information is available.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot
be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of
outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed
by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent
liabilities unless the probability of outflow of economic benefits is remote.
Ahmad Zaki Resources Berhad
Annual Report 2016 127
4. REVENUE
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Dividend income - - 10,000 12,000
Attributable contract revenue 1,135,695 644,021 3,262 -
Sale of goods 35,618 47,608 - -
Property development revenue 7,550 10,513 - -
Sale of completed properties 590 860 - -
Sale of fresh fruit bunches 16,492 7,981 - -
Income from hotel operation, and food
and beverages 4,768 3,793 - -
Management fees 560 196 10,679 8,415
1,201,273 714,972 23,941 20,415
5. COST OF SALES
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Attributable contract costs 1,025,800 526,458 3,099 494
Cost of goods sold 18,806 27,411 - -
Costs of developed properties 5,289 7,654 - -
Direct operating costs-plantation 22,087 25,183 - -
Cost of operating hotel, and food
and beverages 888 1,613 - -
1,072,870 588,319 3,099 494
6. FINANCE INCOME
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Accretion of fair value on
non-current receivables 45,635 - 2,693 -
Interest income 2,062 3,170 133 830
7. FINANCE COSTS
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Interest expense of financial liabilities other
than at fair value through profit or loss:
- term loans 38,048 27,844 2,344 -
- overdrafts 1,581 1,824 - -
- other borrowings 5,619 8,400 2,483 3,141
45,248 38,068 4,827 3,141
Other finance costs 7,318 8,498 32 5,032
52,566 46,566 4,859 8,173
Ahmad Zaki Resources Berhad
Annual Report 2016 129
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Auditors’ remuneration:
Audit fees:
- Auditors of the Company 536 434 155 150
- Other auditors 55 73 - -
Non-audit fees 218 153 - -
Amortisation of prepaid lease payments 13 681 442 - -
Amortisation of biological assets 15 6,154 5,300 - -
Accretion of fair value and amortised
cost adjustments on non-current
receivables (45,635) 6,190 (2,693) 2,586
Amortisation of transaction cost 1,455 1,084 - -
Bad debts written-off - 19 - 19
Depreciation of property, plant and
equipment 12 11,140 8,803 690 671
Interest expense 7 45,248 38,068 4,827 3,141
Unrealised gain on foreign exchange (3,369) (3,439) (1,792) (8,562)
Property, plant and equipment written-off 16 82 - -
Rental of motor vehicles 17 17 1 -
Rental of land and premises 4,510 6,560 1,854 1,785
Rental of machinery and equipment 78 223 8 2
Employee benefits expense 82,191 67,699 12,418 10,865
Gain on disposal of property, plant and
equipment - net (368) (12,184) (299) (86)
Gain on disposal of joint venture (3,300) - - -
Gain on disposal of subsidiary - - (20,500) -
Interest income (2,062) (3,170) (133) (830)
Biological assets written-off - 550 - -
Amortisation of land application costs - 65 - -
130
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Included in employee benefits expense of the Group and of the Company are Executive Directors’
remuneration amounting to RM8,327,000 (2015: RM6,005,700) and RM4,887,000 (2015: RM3,515,882)
respectively as further disclosed in Note 9.
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Executive Directors
- fees 574 314 - -
- emoluments 7,753 5,692 4,887 3,516
Non-Executive Directors
- fees 540 644 540 644
- emoluments 50 83 43 77
Total remuneration (excluding benefit-in-kind) 590 727 583 721
Estimated monetary value of benefit-in-kind 60 57 60 26
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Estimated tax payable:
- current year 5,161 4,701 506 207
- under/(over) provision in prior years 1,021 (138) 821 -
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
The calculation of basic earnings per ordinary share at 31 December 2016 was based on the profit
attributable to ordinary shareholders of RM27,209,000 (2015: RM22,877,000) and weighted average
number of ordinary shares outstanding during the year of 483,540,255 (2015: 483,540,255).
Group
2016 2015
‘000 ‘000
Weighted average number of ordinary
shares at 1 January / 31 December 483,540 483,540
Ahmad Zaki Resources Berhad
Annual Report 2016 133
Group
2016 2015
‘000 ‘000
Weighted average number of ordinary
shares (basic) at 31 December 483,540 483,540
Effect of warrants issue -* -*
Weighted average number of ordinary
shares (diluted) at 31 December 483,540 483,540
There was no dilutive potential ordinary share as at 31 December 2016 and 31 December 2015.
* The effects of potential ordinary shares arising from the exercise of warrant is anti-dilutive and
accordingly is excluded from the diluted earnings per share computation above.
134
Machinery Furniture,
and Motor fittings and
equipment vehicles equipment Total
Company RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2015 45 4,468 361 4,874
Additions - 1,536 - 1,536
Disposals - (398) - (398)
Effect of movements in exchange rates 8 - 6 14
At 31 December 2015/1 January 2016 53 5,606 367 6,026
Additions - 872 - 872
Disposals - (1,617) - (1,617)
Effect of movements in exchange rates - 42 - 42
(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’000 RM’000 RM’000 RM’000
2016
Cost 3,102 35,152 - 38,254
Carrying amounts 1,921 16,383 - 18,304
2015
Cost 4,151 19,798 - 23,949
Carrying amounts 1,204 7,314 - 8,518
Company
2016
Cost - 4,861 - 4,861
Carrying amounts - 2,300 - 2,300
2015
Cost - 5,606 - 5,606
Carrying amounts - 2,101 - 2,101
(ii) freehold land and buildings of the Group with total net carrying amounts of RM54,399,363 (2015:
RM62,263,783) are charged to financial institutions as securities for banking facilities granted to its
subsidiaries as disclosed in Note 31(a)(vii) and Note 31(d).
138
Group
2016 2015
RM’000 RM’000
Cost
At 1 January 11,968 11,721
Additions 12,286 -
Effect of movements in exchange rates 1,554 247
At 31 December 25,808 11,968
Accumulated Amortisation
At 1 January 4,168 3,675
Amortisation during the year (Note 8) 681 442
Effect of movements in exchange rates 99 51
Carrying Amount
At 31 December 20,860 7,800
The leasehold land of the Group has an unexpired lease period of less than fifty (50) years.
The land held for development represents land that are earmarked for future commercial development.
Freehold land with carrying amount of RM8,958,539 (2015: RM8,958,539) is pledged to a bank for the
term loan facility granted to the Group as disclosed in Note 31(a)(v).
Group
2016 2015
RM’000 RM’000
Cost
At 1 January 24,228 8,958
Additions 2,500 15,270
Transfer from property development costs (Note 26) 11,902 -
38,630 24,228
Ahmad Zaki Resources Berhad
Annual Report 2016 139
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
2016 2015
RM’000 RM’000
Cost
At 1 January 167,300 144,407
Additions 38,407 26,062
Reversal to Mitra recoverable account (Note a) - (3,245)
Written-off during the year (Note a) - (550)
Effect of movements in exchange rates 3,030 626
At 31 December 208,737 167,300
Accumulated Amortisation
At 1 January 26,843 19,439
Amortisation during the year 6,154 5,300
Effect of movements in exchange rates 2,685 2,104
At 31 December 35,682 26,843
Carrying Amount
At 31 December 173,055 140,457
Included in the additions of biological assets (before amortisation) for the year are:
Group
2016 2015
RM’000 RM’000
Interest capitalised 5,916 2,280
Staff costs 1,764 1,291
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 in 2015.
140
Group
2016 2015
RM’000 RM’000
At 1 January - -
Addition arising from acquisition of new subsidiary during the year 41,060 -
At 31 December 41,060 -
This represents the contractual right to provide usage of facilities and supply base services to a major
customer for a number of years as well as right over the usage of the land.
Group
Highway concession
2016 2015
RM’000 RM’000
At 1 January 39,920 16,410
Additions 358,151 23,510
At 31 December 398,071 39,920
This represents the project costs incurred on the construction of a highway undertaken by the Group
pursuant to a concession agreement with the Government of Malaysia signed on 13 February 2013.
The concession agreement gives right to the Group 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.
Net interest cost capitalised in concession service assets is RM5,870,748 (2015: Nil)
18. GOODWILL
Group
Note 2016 2015
RM’000 RM’000
At 1 January 6,158 6,158
Addition arising from acquisition of new
subsidiary during the year 19 30,332 -
At 31 December 36,490 6,158
Ahmad Zaki Resources Berhad
Annual Report 2016 141
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
2016 2015
RM’000 RM’000
Malaysian quarry business unit 2,894 2,894
Malaysian hotel operator unit 2,410 2,410
Multiple business units without significant goodwill 854 854
Malaysian supply base operation 30,332 -
36,490 6,158
The recoverable amount of the Malaysian quarry business unit is calculated at fair value less costs of
disposal using the quarry land(s) 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 and Malaysian supply base operation are
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
2016 2015
RM’000 RM’000
Unquoted shares, at cost
At 1 January 101,038 99,037
Addition of equity in subsidiary/new subsidiaries 176,805 2,001
Disposal of subsidiary (2,000) -
At 31 December, at cost 275,843 101,038
Less: Allowance for impairment loss (12,035) (12,035)
Net 263,808 89,003
During the financial year, the Company subscribed additional ordinary shares in EKVE Sdn. Bhd.
amounted to RM58,405,075 and preference shares amounted to RM63,400,000.
142
During the financial year, the Company acquired 51% equity interest in Matrix Reservoir Sdn. Bhd.
(“MRSB Group”) comprising a total of 500,000 ordinary shares of RM1.00 each for a total consideration
of RM55,000,000.
* An amount of RM10 million was paid subsequent to the end of the financial year.
Group
2016
RM’000
Cash and cash equivalent balances acquired 14,413
Less: Consideration paid in cash as at 31 December 2016 (12,500)
1,913
Note Group
2016
RM’000
(i) The asset and liabilities arising from the acquisition were as follows:
Group
2016
RM’000
Goodwill arose in the acquisition of MRSB Group because of revenue growth and the future market
development of MRSB Group. These benefits were not recognised separately from goodwill because they
do not meet the recognition criteria for identifiable intangible assets.
None of the goodwill arising on this acquisition was expected to be deductible for tax purposes.
Summarised financial information in respect of the Group’s subsidiaries that have material non-controlling
interests are set out below. The summarised financial information below represents amounts before
intragroup eliminations.
Group
2016
RM’000
Non-current assets 70,151
Current assets 21,439
Group
2016 2015
RM’000 RM’000
Unquoted shares, at cost:
At 1 January/31 December 110 110
Share of post-acquisition reserves 55 55
165 165
Goodwill included within the Group’s carrying amount of investments in associates is as follows:
Group
2016 2015
RM’000 RM’000
Goodwill on acquisition:
At 1 January/31 December 8 8
Summarised financial information of associates, not adjusted for the percentage ownership held by the Group:
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Investment cost:
At 1 January 364 364 34 34
Disposal (300) - - -
At 31 December 64 364 34 34
Share of post-acquisition
results in joint ventures:
At 1 January 2,740 84 - -
Share of profit of joint
ventures during the year 3,601 2,656 - -
Disposal during the year (6,371) - - -
At 31 December (30) 2,740 - -
34 3,104 34 34
The details of the joint ventures, all incorporated in Malaysia, are as follows:
Proportion of
ownership interest
and voting power
held by the Group
Name Project or Principal activities 2016 2015
% %
i) BumiHiway - Ahmad Zaki Joint Realignment of the route from Putrajaya 50 50
Venture to Cyberjaya, Selangor
ii) Ahmad Zaki - Jasa Bakti Joint Design and building of “Sekolah Menengah 70 70
Venture Sains Hulu Terengganu” in Terengganu
iii) Peninsular IFM Sdn. Bhd. Integrated facilities management services 34 34
iv) Salcon MMCB AZSB JV Langat 2 water treatment plant and - 30
Sdn. Bhd.* water reticulation system in Selangor
Darul Ehsan/Wilayah Persekutuan Kuala
Lumpur
v) Salcon MMCES AZSB JV Langat 2 water treatment plant and - 30
Sdn. Bhd. water reticulation system in Selangor
Darul Ehsan/Wilayah Persekutuan Kuala
Lumpur
* The investment in Salcon MMCB AZSB JV Sdn. Bhd. had been reclassified as available-for-sale
investments.
148
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Deferred tax assets were not recognised in respect of the following items (stated at gross):
Group
2016 2015
RM’000 RM’000
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.
Group Company
2016 2015 2016 2015
Note RM’000 RM’000 RM’000 RM’000
Non-current
Trade receivables (a) - 14,561 - -
Other receivables (b) 92,758 93,745 47,592 43,106
Concession service receivable (c) 611,478 - - -
(a) Trade receivable of the Group in 2015 consisted of capital expenditure incurred on behalf of a
customer for the construction of a teaching hospital under the Private Financing Initiative (“PFI”)
that is only due for payment upon completion of the teaching hospital. The teaching hospital was
completed in 2016 and the receivable is due in 2017.
(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 2018.
(c) Concession service receivable of the Group represents fair value of long term receivable from the
Government of Malaysia over a concession period of 21½ years upon completion of the International
Islamic University Malaysia Medical Centre in 2016 under the PFI which granted the Group to
undertake the design, build, lease and maintenance of the teaching hospital.
152
Group Company
2016 2015 2016 2015
Note RM’000 RM’000 RM’000 RM’000
Current Trade
External parties a 153,067 51,148 3,458 -
Amount due from contract customers b 544,907 948,038 1,924 1,918
Amount due from a joint venture c 65 1,524 13 -
698,039 1,000,710 5,395 1,918
Non-trade
Amount due from:
Ultimate holding company d 792 843 3 171
Subsidiaries d - - 210,804 191,848
Associate e 20 20 - -
Affiliates f 620 3,184 369 4
Note a
The Group’s and the Company’s normal credit term granted to customers ranges from 60 to 90 days
(2015: 60 to 90 days).
Included in trade receivables from external parties at 31 December 2016 are retention sums of the Group
of RM38,965,317 (2015: 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
2016 2015
RM’000 RM’000
38,965 26,516
Ahmad Zaki Resources Berhad
Annual Report 2016 153
Note b
Note Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Represented by:
Amount due from contract customers 544,907 948,038 1,924 1,918
Amount due to contract customers 33 - (13,031) - -
544,907 935,007 1,924 1,918
Included in additions to aggregate costs incurred to-date are the following amounts charged during
the year:
Group
2016 2015
RM’000 RM’000
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 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.
154
25. INVENTORIES
Group
2016 2015
RM’000 RM’000
At cost:
Completed properties 5,963 8,076
Marine fuels and lubricants 3,510 5,000
Consumable goods 2,749 374
12,222 13,450
Recognised in profit or loss:
Inventories recognised as cost of sales 32,765 39,083
Group
2016 2015
RM’000 RM’000
Group
2016 2015
RM’000 RM’000
Current
Financial assets at fair value through profit or loss
- Unit trusts in Malaysia 823,856 -
Unit trusts are funds invested mainly in money market and fixed income instruments and are managed by
investment management companies.
Ahmad Zaki Resources Berhad
Annual Report 2016 155
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Included in deposits placed with licensed banks of the Group are deposits of RM49,935,186 (2015:
RM38,236,831) which have been pledged to financial institutions as security for bank guarantee and
credit facilities granted to the Group as disclosed in Note 31. Also included in deposits placed with
licensed banks of the Company are deposits of RM3,139,205 (2015: RM3,050,854) which have been
pledged to financial institutions as securities for the overdraft facility granted to its subsidiary as disclosed
in Note 31(d).
The deposits placed with licensed banks of the Group and of the Company bear interest at effective
interest rates ranging from 2.50% to 4.10% (2015: 2.55% to 4.00%) and 2.61% to 3.20% (2015: 2.55%
to 3.30%) 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.
156
30. RESERVES
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Non-distributable:
Share premium 21,889 21,889 21,889 21,889
Capital reserve 7,667 7,667 7,667 7,667
Warrant reserve 27,891 27,891 27,891 27,891
Foreign exchange translation reserve 8,753 167 (1,132) (1,027)
Distributable:
Retained earnings/(Accumulated losses) 178,857 161,312 (21,707) (38,752)
The movements in each category of the reserves are disclosed in the Statements of Changes in Equity.
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.
Ahmad Zaki Resources Berhad
Annual Report 2016 157
Of the total 483,540,255 (2015: 483,540,255) issued and fully paid-up ordinary shares as at 31 December
2016, 1,478,100 (2015: 1,478,100) shares are held as treasury shares by the Company. As at 31 December
2016, the number of outstanding ordinary shares in issue after the set-off is therefore 482,062,155 (2015:
482,062,155) ordinary shares of RM0.25 (2015: RM0.25) each.
Group Company
2016 2015 2016 2015
Note RM’000 RM’000 RM’000 RM’000
Non-current
Term loans a 972,642 685,907 63,400 -
Finance lease liabilities b 12,046 4,755 1,301 1,225
Sukuk c 1,015,665 - - -
2,000,353 690,662 64,701 1,225
Current
Term loans a 43,505 14,655 - -
Finance lease liabilities b 5,742 2,900 571 467
Bank overdrafts d 24,828 24,959 - -
Trust receipts e 15,771 13,058 - -
Revolving credits and Murabahah
facilities f 97,578 103,577 25,000 -
187,424 159,149 25,571 467
Note a
Group Company
2016 2015 2016 2015
Note RM’000 RM’000 RM’000 RM’000
Term loan - I (i) 280,876 151,016 - -
Term loan - II (ii) 37,594 52,774 - -
Term loan – III (iii) 428,493 416,686 - -
Term loan – IV (iv) 12,322 11,546 - -
Term loan – V (v) 4,573 5,684 - -
Term loan – VI (vi) 281 681 - -
Term loan – VII (vii) 44,642 18,860 - -
Term loan – VIII (viii) 90,949 43,315 - -
Term loan – IX (ix) 63,400 - 63,400 -
Term loan – X (x) 16,669 - - -
Term loan – XI (xi) 28,153 - - -
Term loan – XII (xii) 8,195 - - -
1,016,147 700,562 63,400 -
158
(i) Term loan I is denominated in IDR and USD and bears interest at 10.25% and 7.14% (2015:
11.25% and 4.64%) per annum respectively. The term loan is repayable within a period of 108
months upon full disbursement and is secured by corporate guarantee from the Company.
(ii) Term loan II bears interest at 5.39% (2015: 5.35%) per annum. The term loan is repayable in equal
quarterly installments over 9 years which commenced from September 2011 and is secured and
supported by:
(a) corporate guarantee from the Company; and
(b) memorandum of charge on the shares of a subsidiary.
(iii) Term loan III bears interest at rates ranging from 6.15% to 6.26% (2015: 5.77% to 6.10%) per
annum and is repayable on quarterly basis by 44 installments commencing on the 51st month from
the first date of loan disbursement in July 2012.
(iv) Term loan IV bears interest at rates ranging from 5.77% to 6.06% (2015: 5.77% to 6.06%) is
repayable on lump-sum basis either on the 60th month from the first date of loan disbursement in
July 2012 or upon receipt of reimbursable cost from a contract customer, whichever is earlier. The
tenure for term loan Tranche 2 is 5 years.
Both Terms loan III and IV are secured and supported by:
(a) fixed and floating charges over all present and future assets of a subsidiary;
(b) legal assignment over designated bank accounts and rights, titles, interests and benefits
under applicable insurance policies; and
(c) corporate guarantee from the Company until the expiry of the defect liability period of the
project.
(v) Term loan V bears interest at 5.36% (2015: 5.08%) per annum. The term loan is repayable on
semi-annual basis by sixteen (16) installments commencing from May 2015.
(vi) Term loan VI is interest-free and repayable by sixty (60) monthly installments commencing from
July 2015.
(vii) Term loan VII bears interest at 5.14% per annum. The term loan is secured and supported over
land and building as disclosed in Note 12 and corporate guarantee by the Company.
(viii) Term loan VIII is a Government Support Loan which bears fixed interest at 4% (2015: 4%) per
annum. The term loan is secured and supported by corporate guarantee by the Company, and is
repayable over 29 years commencing year 2020. It is secured by the economic benefits arising
from the Concession Agreement with the Government of Malaysia.
Ahmad Zaki Resources Berhad
Annual Report 2016 159
(ix) Term loan IX bears interest at 6.41% per annum. The term loan is repayable in six (6) years
commencing April 2020.
(x) Term loan X bears interest at 5.39% per annum. The term loan is repayable over 7 years
commencing January 2020 secured and supported by corporate guarantee by the Company.
(xi) Term loan XI bears interest at rates ranging from 6.85% to 6.90% per annum. The term loan is
repayable in installments over 3 years commencing from June 2015, and is secured by:
(a) corporate guarantee by Matrix Reservoir Sdn Bhd (“MRSB”);
(b) debenture incorporating fixed and floating charge over all present and future assets of TB
Supply Base Sdn Bhd (“TBSB”), MRSB and Forlenza Land Sdn Bhd (“FLSB”) with exclusion of
certain assets of TBSB; and
(c) legal assignment of the lease agreement between FLSB as lessor and TB Realty Sdn Bhd as lessee.
(xii) Term loan XII bears interest at 5.14% per annum. The term loan is secured and supported by corporate
guarantee by the Company. The term loan is repayable in 8 years commencing January 2018. It is
secured over building as disclosed in Note 12.
Note b
Less than one year 647 (76) 571 512 (45) 467
Between one and five
years 1,399 (98) 1,301 1,293 (68) 1,225
2,046 (174) 1,872 1,805 (113) 1,692
Note c
The effective profit rate for sukuk is 5.60% per annum. The facility is guaranteed by financial guarantors
and supported by corporate guarantee by the Company and is repayable over 20 years commencing year
2025. It is secured by proceeds of toll collection, income and other revenue arising from the Concession
Agreement with the Government of Malaysia.
160
Note d
The bank overdraft facilities are repayable on demand and bear interest at rates ranging from 2.42% to
8.50% (2015: 7.85% to 8.10%) 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 e
The trust receipts of the Group are repayable within 120 to 180 days (2015: 120 to 180 days) and bear
interest at 7.60% (2015: 7.60%) per annum. These facilities are secured and supported by:
Note f
The revolving credits and murabahah facilities are repayable on demand and bear profit at rates ranging
from 5.61% to 6.19% (2015: 5.61% to 6.19%) per annum. These facilities are secured by corporate
guarantee from the Company and assignment of projects proceeds of a subsidiary.
Retirement benefits
Group
2016 2015
RM’000 RM’000
Net defined benefit liability 2,836 2,324
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.
Ahmad Zaki Resources Berhad
Annual Report 2016 161
Group
2016 2015
RM’000 RM’000
At 1 January 2,324 1,721
316 385
Included in other comprehensive income
Remeasurement loss:
- Actuarial loss arising from experience adjustments 24 -
Effect of movements in exchange rate 172 218
196 218
Less: benefit paid - -
At 31 December 2,836 2,324
Post-employee benefits obligations as per 31 December 2016 and 2015 are calculated by Padma Radya
Aktuaria, an independent actuary based on report dated 20 March 2017, using the Project Unit Credit method.
2016 2015
Discount rate (per annum) 8.25% 9.00%
Future salary/wage increment (% p.a) 5.00% 5.00%
Mortality rate 100% of TMI3 100% of TMI3
Morbidity rate 5% of TMI3 5% of TMI3
Resignation rate
Executive 5% per year until age 34 then 5% per year until age 34
decrease linearly and become then decrease linearly and
0% at age 55 become 0% at age 55
Non-Executive 10% per year until age 34 then 10% per year until age 34
decrease linearly and become then decrease linearly and
0% at age 55 become 0% at age 55
Proportion of early retirement take-up N/A N/A
Proportion of normal retirement take-up 100% 100%
Normal retirement age 55 years 55 years
162
Group Company
Note 2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Non-current
Deferred income a 57,800 - - -
Current
Trade
External parties b 725,133 408,893 - -
Amount due to contract customers 24 - 13,031 - -
Advance payments received c 69,616 19,263 10,000 -
53 53 303,898 224,216
Accruals and other payables e 57,325 16,202 9,626 3,780
Note a
The Group received a loan from the Malaysian Government as per Note 31(a)(viii) at an interest rate
lower than the prevailing market rate. Using the prevailing market rate, the loan amount is adjusted to its
fair value and the difference is treated as deferred income.
Note b
The normal credit term granted by suppliers of the Group and of the Company ranges from 30 to 90 days
(2015: 30 to 90 days).
Note b (cont’d)
Group
2016 2015
RM’000 RM’000
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 c
Advance payments received are in respect of Group’s construction contracts. These advances are to be
set-off against the progress billings on the related contracts.
Note d
Note e
Included in accruals and other payables of the Group is interest on borrowings amounting to RM9.6
million (2015: RM 6.5 million).
34. DIVIDENDS
Dividends recognised and paid by the Company during the financial year was:
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:
Other non-reportable segments comprise investment holding and provision of management services.
Inter-segment transactions, if any, are entered in the ordinary course of business based on terms mutually
agreed upon by the parties concerned.
Performance is measured based on segment profit before tax, interest, depreciation and amortisation
as included in the internal management reports that are reviewed by the Managing Director (the chief
operating decision-maker). Segment profit before tax is used to measure performance as management
believes that such information is the most relevant in evaluating the results of certain segments relative
to other entities that operate within these industries.
Segment assets
The total of segment assets is measured based on all assets (including goodwill and intangible assets) of
a segment, as included in the internal management reports that are reviewed by the 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 Managing Director. Segment total liability is used to
measure the gearing ratio of each segment.
Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant
and equipment and intangible assets other than goodwill.
Geographical segments
(i) Malaysia - civil and structural works, dealing in marine fuels, lubricants and
petroleum-based products, property development, investment
holding and provision of management services.
(ii) Republic of Indonesia - oil palm cultivation.
(iii) India - civil and structural works.
(iv) Kingdom of Saudi Arabia - civil and structural works.
35. OPERATING SEGMENTS (cont’d)
Other
Construction Oil & Gas Plantation Property Operations Eliminations Consolidated
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2016
Revenue
External revenue 1,117,913 34,151 16,492 32,717 - - 1,201,273
Inter-segment
revenue - - - - 20,679 (20,679) -
Total revenue 1,117,913 34,151 16,492 32,717 20,679 (20,679) 1,201,273
Results
Segment results 65,411 5,848 (28,328) 24,726 3,484 (20,679) 50,462
Net additions to
non-current assets 32,366 6,062 99,469 7,333 3,495 - 148,725
Investment in joint ventures 34 - - - - - 34
Investments in associates 165 - - - - - 165
Segment liabilities 2,020,755 162,569 303,641 559,709 129,267 - 3,175,941
Annual Report 2016
2016
Total revenue from external
customers 1,184,781 16,492 - - - 1,201,273
Segment assets 3,359,165 163,760 (6,942) 48,305 - 3,564,288
(i) Other non-cash expenses consist of the following items as presented in the respective notes to the
financial statements:
Group
2016 2015
RM’000 RM’000
Group
2016 2015
RM’000 RM’000
Property, plant and equipment 107,818 29,509
Planting expenditure incurred 38,407 26,062
Land held for development 2,500 15,270
148,725 70,841
Group Company
Carrying Carrying
amount L&R/(OFL) AFS amount L&R/(OFL) AFS
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2016
Financial assets
Club membership and unquoted shares 116 - 116 68 - 68
Trade and other receivables,
excluding prepayments 935,823 935,823 - 290,389 290,389 -
Cash, bank balances and deposits
placed with licensed banks 190,052 190,052 - 5,232 5,232 -
1,125,991 1,125,875 116 295,689 295,621 68
2015
Financial assets
Club membership and unquoted shares 116 - 116 68 - 68
Trade and other receivables,
excluding prepayments 207,739 207,739 - 259,404 259,404 -
Cash, bank balances and deposits
placed with licensed banks 153,096 153,096 - 12,513 12,513 -
360,951 360,835 116 271,985 271,917 68
Annual Report 2016
Ahmad Zaki Resources Berhad
169
Group Company
Carrying Carrying
amount L&R/(OFL) amount L&R/(OFL)
RM’000 RM’000 RM’000 RM’000
2016
Financial liabilities
Trade and other payables (852,127) (852,127) (323,524) (323,524)
Loans and borrowings (2,187,777) (2,187,777) (90,272) (90,272)
(3,039,904) (3,039,904) (413,796) (413,796)
2015
Financial liabilities
Trade and other payables (457,442) (457,442) (227,996) (227,996)
Loans and borrowings (849,811) (849,811) (1,692) (1,692)
(1,307,253) (1,307,253) (229,688) (229,688)
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial
instruments fails to meet its contractual obligations. The Group’s exposure to credit risk arises
principally from its trade and other receivables, bank balances and deposits placed with licensed
banks, amount due from joint venture and advances to ultimate holding company, associate and
affiliates. The Company’s exposure to credit risk arises principally from trade and other receivables,
bank balances and deposits placed with licensed banks and advances to ultimate holding company,
subsidiaries and affiliates.
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.
Ahmad Zaki Resources Berhad
Annual Report 2016 171
Receivables (cont’d)
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables
is represented by the carrying amounts in the statement of financial position.
Management has taken reasonable steps to ensure that trade receivables that are neither past due
nor impaired are stated at their realisable values. A significant portion of these trade receivables are
regular customers that have been transacting with the Group. The Group uses ageing analysis to
monitor the credit quality of the trade receivables.
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
RM’000 RM’000 RM’000
The Group
2016
Not past due 142,929 - 142,929
Past due 0 - 30 days - - -
Past due 31 - 120 days 3,353 - 3,353
Past due more than 120 days 6,785 - 6,785
153,067 - 153,067
2015
Not past due 35,596 - 35,596
Past due 0 - 30 days 5,787 - 5,787
Past due 31 - 120 days 239 - 239
Past due more than 120 days 24,087 - 24,087
65,709 - 65,709
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.
172
As at the end of the reporting period, there was no indication that any subsidiary would default on
repayment.
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.
As at the end of the reporting period, the maximum exposure to credit risk is represented by their
carrying amounts in the statement of financial position as shown in Note 24.
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.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s exposure to liquidity risk arises principally from its various payables, loans and
borrowings.
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 period based on undiscounted contractual payments:
36. FINANCIAL INSTRUMENTS (cont’d)
Group
2016
Financial liabilities
Trade and other payables 852,127 - 852,127 852,127 - - -
Bank overdrafts 24,828 6.65% - 8.60% 24,828 24,828 - - -
Trust receipts 15,771 7.60% 15,771 15,771 - - -
Finance lease liabilities 17,788 1.88% - 7.62% 19,076 7,249 4,387 7,440 -
Revolving credit/Murabahah
facilities 97,578 5.61% - 6.19% 97,578 97,578 - - -
Term loans/Sukuk 2,031,812 0% - 11.50% 5,401,428 203,100 232,114 1,102,543 3,863,671
3,039,904 6,410,808 1,200,653 236,501 1,109,983 3,863,671
2015
Financial liabilities
Trade and other payables 457,442 - 457,442 457,442 - - -
Bank overdrafts 24,959 6.65% - 8.60% 24,959 24,959 - - -
Trust receipts 13,058 7.60% 13,058 13,058 - - -
Finance lease liabilities 7,655 1.88% - 7.62% 8,210 3,191 1,751 3,268 -
Revolving credit/Murabahah
facilities 103,577 5.61% - 6.19% 103,577 103,577 - - -
Term loans 700,562 0% - 11.50% 1,000,804 70,056 80,064 380,305 470,379
Company
2016
Notes to the Financial Statements (Cont’d)
Financial liabilities
Trade and other payables 323,524 - 323,524 323,524 - - -
Finance lease liabilities 1,872 2.29% - 2.65% 2,046 647 490 909 -
Term loan 63,400 6.41% 79,656 4,064 4,064 4,064 67,464
Revolving credit 25,000 6.00% 25,000 25,000 - - -
413,796 430,226 353,235 4,554 4,973 67,464
2015
Financial liabilities
Trade and other payables 227,996 - 227,996 227,996 - - -
Finance lease liabilities 1,692 2.29% - 2.70% 1,858 537 491 830 -
229,688 229,854 228,533 491 830 -
Ahmad Zaki Resources Berhad
Annual Report 2016 175
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest
rates and other prices that 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 the 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 monitors its exposure and keeps 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:
Group
2016 2015
RM’000 RM’000
A 10% (2015: 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 the 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.
176
A 10% (2015: 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 and other investments 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
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Fixed rate instruments
Financial assets 50,795 44,973 3,141 3,056
Financial liabilities (1,124,402) (50,970) (1,872) (1,692)
(1,073,607) (5,997) 1,269 1,364
Ahmad Zaki Resources Berhad
Annual Report 2016 177
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Floating rate instruments
Financial liabilities (1,063,375) (798,841) (88,400) -
The Group only has fixed rate deposits placed with licensed banks with tenure of less than
twelve (12) months for financial assets. 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
RM’000 RM’000 RM’000 RM’000
2016
Floating rate instruments
Term loans (10,161) 10,161 (10,161) 10,161
Bank overdrafts (248) 248 (248) 248
Revolving credits/Murabahah facilities (976) 976 (976) 976
Cash flow sensitivity (net) (11,385) 11,385 (11,385) 11,385
178
Group
Equity Profit or loss
1% 1% 1% 1%
increase decrease increase decrease
RM’000 RM’000 RM’000 RM’000
2015
Floating rate instruments
Term loans (6,999) 6,999 (6,999) 6,999
Bank overdrafts (249) 249 (249) 249
Revolving credits/Murabahah facilities (1,036) 1,036 (1,036) 1,036
Cash flow sensitivity (net) (8,284) 8,284 (8,284) 8,284
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.
Ahmad Zaki Resources Berhad
Annual Report 2016 179
There has been no transfer between Level 1 and 2 fair values during the financial year. (2015: 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
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Finance lease liabilities 17,788 7,311 1,872 1,737
Term loans/Sukuk 2,031,812 693,557 63,400 -
The fair value of finance lease liabilities and term loans are estimated using discounted cash
flows at the following interest rates:
Group Company
2016 2015 2016 2015
% % % %
Finance lease liabilities 3.00 3.00 3.20 3.20
Term loans 4.95 - 6.85 4.95 - 6.85 - -
The carrying amounts of the term loans and finance lease liabilities as per Note 31(a) and 31(b).
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 and other investments over shareholder’s equity. The gearing ratio as at 31
December 2016 is 3.42 times (31 December 2015: 2.23 times).
180
Group
2016 2015
RM’000 RM’000
Less than one year 143 84
Between one and five years 378 171
521 255
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
2016 2015
RM’000 RM’000
Unsecured
Corporate guarantees given to financial institutions and
suppliers in respect of credit facilities granted to subsidiaries 211,368 24,958
Secured
Corporate guarantee given to financial institutions in respect
of credit facilities granted to subsidiaries 2,437,167 1,468,435
2,648,535 1,493,393
Ahmad Zaki Resources Berhad
Annual Report 2016 181
For the purposes of these financial statements, parties are considered to be related to the Group if the
Group or the Company has the ability, directly or indirectly, to control the party or exercise significant
influence over the party in making financial and operating decisions, or vice versa, or where the Group
or the Company and the party are subject to common control or common significant influence. Related
parties may be individuals or other entities.
Related parties also include key management personnel defined as those persons having authority and
responsibility for planning, directing and controlling the activities of the Group either directly or indirectly.
The key management personnel include all the Directors of the Group.
The Group has related party relationship with its holding companies, significant investors, subsidiaries,
associates, joint ventures, affiliates, Directors and key management personnel.
The significant related party transactions of the Group and of the Company, other than key management
personnel compensation (see Note 9), are as follows:
Group Company
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Subsidiaries
Dividend income receivable - - (10,000) (12,000)
Management fees receivable - - (10,679) (8,415)
Corporate guarantee fees receivable - - (5,967) (4,649)
Rental of office payable - - 1,766 1,748
Administrative service payable 238 120 - -
Insurance premium paid or payable 1,075 776 72 68
182
The transactions with the Directors, parties connected to the Directors and companies in which the
Directors have substantial financial interests are as follows:
Group
2016 2015
RM’000 RM’000
The outstanding balances arising from the above transactions have been disclosed in Notes 24 and 33.
(a) On 7 January 2016, AZRB’s wholly-owned subsidiary, EKVE Sdn. Bhd. (“EKVE”), made a lodgment
to the SC under the SC’s new Guidelines on Unlisted Capital Market Products under the Lodge and
Launch Framework (issued by the SC on 9 March 2015 and effective from 15 June 2015) to establish
the proposed guaranteed Islamic Medium Term Notes (“Sukuk Murabahah”) pursuant to an Islamic
Medium Term Notes facility of up to RM1,000 million in nominal value based on the Shariah principle
of Murabahah via Tawarruq arrangement (“Proposed Guaranteed Sukuk Murabahah Facility”).
This was due to the fact that the implementation timeframe for the Proposed Guaranteed Sukuk
Murabahah Facility authorised by the Securities Commission (the “SC”) on 18 December 2013 under
the Guidelines on Sukuk (revised and effective on 28 August 2014), had expired and lapsed.
The Proposed Guaranteed Sukuk Murabahah Facility will have a tenure of up to twenty two (22) years
from the date of issuance of the Sukuk Murabahah. The proceeds from the Proposed Guaranteed
Sukuk Murabahah Facility will be utilised amongst others, to part-finance all costs associated with
the development, design, construction and operations of the East Klang Valley Expressway.
Ahmad Zaki Resources Berhad
Annual Report 2016 183
The Proposed Guaranteed Sukuk Murabahah Facility will be jointly guaranteed by Bank Pembangunan
Malaysia Berhad (“BPMB”) and Maybank Islamic Berhad (“MIB”) and has been accorded a preliminary
long-term rating of AAA(bg) with stable outlook by RAM Rating Services Berhad. The issuance under
the Proposed Guaranteed Sukuk Murabahah Facility shall be made within sixty (60) business days
from the Lodgement Date.
BPMB and Maybank Investment Bank Berhad are the Joint Principal Advisers, Joint Lead Arrangers
and Joint Lead Managers for the Proposed Guaranteed Sukuk Murabahah Facility. The Shariah
Adviser for the Proposed Guaranteed Sukuk Murabahah Facility is MIB.
(b) On 29 January 2016, EKVE completed its issuance of RM1,000 million in nominal value of the
Sukuk Murabahah pursuant to the Guaranteed Sukuk Murabahah Facility. The Sukuk Murabahah
issued has been accorded a long-term rating of AAA(bg) with stable outlook by RAM Rating Services
Berhad. BPMB and MIB are the guarantors for the Guaranteed Sukuk Murabahah Facility.
The proceeds raised from the issuance of the Sukuk Murabahah will be utilised by EKVE to, amongst
others, part-finance and reimburse all costs associated with the development, design, construction
and operations of the East Klang Valley Expressway.
(c) A wholly-owned subsidiary of AZRB, AZ Land & Properties Sdn. Bhd. (“AZLP”) had on 22 February
2016, entered into a Development Rights Agreement (“the Agreement”) with Kwasa Development (3)
Sdn. Bhd. (“KD3”), a wholly-owned subsidiary of Kwasa Land Sdn. Bhd., which in turn is a wholly-
owned subsidiary of the Employees Provident Fund, for the Development.
The Development shall entail the development of 188 units of 162 high rise twin tower condominiums
and 26 units of garden villas on 3.91 acres of land identified as R3-4 located in the new Kwasa
Damansara township (“Kwasa Damansara”) and is expected to have an estimated gross development
value of RM257 million.
In consideration of the development rights, AZLP shall do the following, subject to the terms and
conditions as stipulated in the Agreement:-
(a) Pay to KD3 the Development Rights Value I for the development rights over the Development
totalling RM28,954,332; and
(b) Pay to KD3 the Development Rights Value II for the development rights over the Development
at a sum which is equivalent to 10% of the gross sales value.
(d) On 17 March 2016, Peninsular Medical Sdn. Bhd., a wholly-owned subsidiary of AZRB, received a
Letter of Award from International Islamic University Malaysia (“the Award”) for the proposed supply
of additional equipment under Group 2 and 3 for International Islamic University Malaysia Teaching
Hospital in Kuantan, Pahang (“the Works”). The Award for the Works amounts to a total value of
RM129,005,659.
184
(e) On 1 April 2016, Ahmad Zaki Sdn. Bhd., a wholly-owned subsidiary of AZRB received a Letter of
Acceptance (“LoA”) from Mass Rapid Transit Corporation Sdn. Bhd. (“MRT Corp”) (“the Award”)
for a project known as “Package V202: Construction and Completion of Viaduct Guideway and
Other Associated Works from Persiaran Dagang to Jinjang” (“the Works”). The Award for the Works
amounts to a total value of RM1,439,529,169.
(f) On 24 June 2016, AZRB received a Letter of Award from Jabatan Kerja Raya Malaysia, Kuala Lumpur
(“the Award”) for a project known as “Pembinaan Sebuah Jambatan Baru Merentasi Sungai Kuantan
Menghubungkan Bandar Kuantan ke Bandar Putra, Tanjung Lumpur, Pahang” (“the Works”). The
Award for the Works amounts to a total value of RM152,300,000.
(g) The Company had earlier on 25 November 2015 entered into the following agreements:-
(i) Share Purchase Agreement with the existing shareholders (“the Sellers”) of Matrix Reservoir
Sdn. Bhd. (“Matrix Resevoir”) relating to the sale and purchase of 10,000 ordinary shares
of RM1.00 each in Matrix Reservoir, representing 1% equity interest in the share capital of
Matrix Reservoir, for a total cash consideration of RM10,000,000/- (“the Proposed Share
Acquisition”);
(ii) Subscription Agreement with Matrix Reservoir for AZRB’s subscription of 500,000 ordinary
shares of RM1.00 each in Matrix Reservoir, representing 50% of the equity interest in Matrix
Reservoir (“Subscription Shares”), at a subscription price of RM45,000,000/- (“the Proposed
Share Subscription”), to be satisfied by:
• Payment of RM22,500,000/- in cash by AZRB to Matrix Reservoir; and
• Transfer of shares in Astral Far East Sdn. Bhd., a wholly-owned subsidiary of AZRB, from
AZRB to Matrix Reservoir, to set off against and towards the amount of monies that AZRB
is required to pay Matrix Reservoir pursuant to the Subscription Shares, equivalent to
RM22,500,000/-; and
(iii) Shareholders’ Agreement with the Sellers and Matrix Reservoir to regulate the affairs of
Matrix Reservoir and the respective rights of AZRB and the Sellers as shareholders of Matrix
Reservoir.
The Acquisition was completed on 31 December 2016 and following the completion, Matrix Reservoir
becomes a 51% owned subsidiary of AZRB.
(a) AZRB has implemented the Employee Share Scheme (“ESS”) with effect from 18 August 2014.
Pursuant to Paragraph 9.19(51) of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, AZRB had on 1 March 2017 made the first offer of 4,597,453 options and award 5,614,943
of new ordinary shares of AZRB under the ESS to eligible employees and Directors.
Ahmad Zaki Resources Berhad
Annual Report 2016 185
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
2016 2015 2016 2015
RM’000 RM’000 RM’000 RM’000
Total retained earnings/(accumulated losses)
of the Company and its subsidiaries:
- realised 264,141 193,996 (17,592) (37,135)
- unrealised (49,848) (15,214) (4,115) (1,617)
214,293 178,782 (21,707) (38,752)
Total share of retained earnings of
associated companies
- realised 55 55 - -
Total share of retained earnings of joint ventures
- realised - 84 - -
Less: Consolidation adjustments (35,491) (17,609) - -
Total retained earnings/(accumulated losses) 178,857 161,312 (21,707) (38,752)
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.
186
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 89 to 184 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 2016 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 44 on page 185 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
Kuala Lumpur,
30 March 2017
Ahmad Zaki Resources Berhad
Annual Report 2016 187
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 89 to 185 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.
Subscribed and solemnly declared by the abovenamed KHAIRUDIN BIN HJ MOHD ALI
at KUALA LUMPUR this 30th day of March, 2017.
Before me,
additional
information
Ahmad Zaki Resources Berhad
Annual Report 2016 191
Warrants 2014/2024
Direct Deemed
Interest % Interest %
The Company
Ahmad Zaki Resources Berhad
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’ Sri Wan Zakariah bin Haji Wan Muda 881,661 0.85 0 0
Dato’ Haji Mustaffa bin Mohamad 231,430 0.22 50* 0 #*
Dato’ W Zulkifli bin Haji W Muda 1,716,536 1.66 0 0
Dato’ Haji Roslan bin Tan Sri Jaffar 123,750 0.12 93,750* 0.09*
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 0 0 0 0
Datuk (Prof.) A. Rahman @ Omar bin Abdullah 0 0 0 0
Dato’ Sr. Abdull Manaf bin Hj Hashim 0 0 0 0
* securities held through person(s) connected with the Director
# neglible
By virtue of Dato’ Sri Haji Wan Zaki bin Haji Wan Muda having an interest of more than 20% 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 31 March 2017.
192
ANALYSIS OF SHAREHOLDINGS
As at 31 March 2017
DISTRIBUTION OF SHAREHOLDINGS
No. of Shareholders No. of Shareholdings % of Shareholdings
Category
Malaysian Foreign Malaysian Foreign Malaysian Foreign
Less than 100 Shares 188 3 4,742 103 0.00 0.00
100 to 1,000 Shares 376 2 220,461 1,500 0.04 0.00
1,001 to 10,000 Shares 1,768 15 9,895,872 99,940 2.05 0.02
10,001 to 100,000 Shares 1,232 33 37,373,522 1,235,219 7.73 0.26
100,001 to Less than 5% 215 8 137,810,838 12,844,870 28.50 2.66
of Issued Shares
5% and Above of Issued 3 0 284,053,188 0 58.74 0.00
Shares
TOTAL 3,782 61 469,358,623 14,181,632 97.06 2.94
Ahmad Zaki Resources Berhad
Annual Report 2016 195
ANALYSIS OF WARRANTHOLDINGS
As at 31 March 2017
DISTRIBUTION OF WARRANTHOLDINGS
No. of Warrantholders No. of Warrantholdings % of Warrantholdings
Category
Malaysian Foreign Malaysian Foreign Malaysian Foreign
Less than 100 Warrants 173 3 8,018 150 0.01 0.00
100 to 1,000 Warrants 231 2 132,563 1,050 0.13 0.00
1,001 to 10,000 Warrants 855 10 3,306,431 52,073 3.20 0.05
10,001 to 100,000 Warrants 327 7 10,257,735 329,850 9.93 0.32
100,001 to Less than 5% 67 2 27,375,083 688,154 26.50 0.67
of Issued Warrants
5% and Above of Issued 1 0 61,147,926 0 59.19 0.00
Warrants
TOTAL 1,654 24 102,227,756 1,071,277 98.96 1.04
LIST OF PROPERTIES
As at 31 December 2016
Title & Location of Property Date of Description Tenure Total Land NBV / Prepaid
Acquisition of Property (Age of Area / (built Lease Payment
(existing use) Building) up area) (RM’000)
EMR 873, Lot 826,
Land and
Mukim of Sungai Karang, Freehold 202,815/
30.10.1993 Hotel 16,672
District of Kuantan, (21 years) (64,670)sq.ft.
buildings
Pahang Darul Makmur.
GM372 Lot 981 and GM 4708
Lot 985, 20.01.1994
Freehold
Mukim of Setapak, & Menara AZRB 54,967 sq.ft. 53,235
(4 years)
Wilayah Persekutuan, 16.02.1994
Kuala Lumpur.
Lot PT2100, HSD 722
Mukim Kuala Telemong, Vacant land Leasehold
District of Hulu Terengganu, 15.07.2003 for quarry Expiring 20 hectares 63
Kuala Terengganu, operation 18.10.2025
Terenganu
HS (M) 929 Lot 16343,
4-storey
Mukim of Setapak, Freehold 1,604/
24.11.2005 building for 678
Wilayah Persekutuan, (18 years) (8,291) sq.ft
own use
Kuala Lumpur.
HGU No. 5,
Desa Amboyo Selatan,
Leasehold
Kecamatan Ngabang, Land for 6,763.89
31.05.2005 expiring 7,861
Kabuputen Pontianak, cultivation hectares
27.09.2033
Kalimantan Barat,
Republic of Indonesia.
GM 1012 Lot 22050,
Menara
Mukim of Setapak, 12,066.34
03.08.2007 AZRB, Freehold 1,448
Wilayah Persekutuan, sq.ft
Car Park
Kuala Lumpur.
GM 1754 Lot 167,
Mukim of Sabai,
8.10.2010 Vacant land Freehold 4.6 hectares 960
District of Bentong,
Pahang Darul Makmur.
HS (D) 29915, Lot PT 91677
Mukim Kuala Kuantan, Commercial 12.14
18.12.2012 Freehold 8,959
Kuantan, Development hectares
Pahang Darul Makmur.
GRN 11795, Lot 41184, 20.1.2015 Land held for Freehold 2.529 4,640
Mukim Kuala Kuantan, Development hectares
Daerah Kuantan,
Pahang Darul Makmur.
198
Title & Location of Property Date of Description Tenure Total Land NBV / Prepaid
Acquisition of Property (Age of Area / (built Lease Payment
(existing use) Building) up area) (RM’000)
GM 2413-GM2451, 1.8.2015 Land held for Freehold 17,777 sq. 3,028
Lot 60011-Lot 60021, Development mtr
Lot 60023-Lot 60050,
Mukim Kemasik,
Tempat Kampung Semayor,
Daerah Kemaman,
Terengganu Darul Iman.
Lot 8316, 9.10.2015 Land held for Leasehold 66.96 acres 7,500
Mukim Bukit Payung, Development
Daerah Marang,
Terengganu Darul Iman.
Geran 26152, Lot 4812, 28.7.2016 Land held for Freehold 772.7 sq.mtr 2,899
Mukim Setapak, Development
Daerah Kuala Lumpur,
Wilayah Persekutuan,
Kuala Lumpur.
GM 1011, Lot 22049, 28.7.2016 Land held for Freehold 278.0 sq.mtr 898
Mukim Setapak, Development
Daerah Kuala Lumpur,
Wilayah Persekutuan,
Kuala Lumpur.
Geran 25668, Lot 4806, 28.7.2016 Land held for Freehold 642.4 sq.mtr 2,074
Mukim Setapak, Development
Daerah Kuala Lumpur,
Wilayah Persekutuan,
Kuala Lumpur.
Geran 25669, Lot 4807, 28.7.2016 Land held for Freehold 460.8 sq.mtr 1,495
Mukim Setapak, Development
Daerah Kuala Lumpur,
Wilayah Persekutuan,
Kuala Lumpur.
Geran 25670, Lot 4808, 28.7.2016 Land held for Freehold 670.0 sq.mtr 2,266
Mukim Setapak, Development
Daerah Kuala Lumpur,
Wilayah Persekutuan,
Kuala Lumpur.
Geran 34944, Lot 4809, 28.7.2016 Land held for Freehold 633.0 sq.mtr 2,254
Mukim Setapak, Development
Daerah Kuala Lumpur,
Wilayah Persekutuan,
Kuala Lumpur.
Ahmad Zaki Resources Berhad
Annual Report 2016 199
NOTICE IS HEREBY GIVEN THAT the 20th Annual General Meeting of the Company will be held at the Banquet Hall,
1st Level, Main Lobby, TPC Kuala Lumpur (formerly known as Kuala Lumpur Golf & Country Club), 10 Jalan 1/170D,
Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Wednesday, 24 May 2017 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 31 Please refer to
December 2016 together with the Reports of the Directors and Auditors thereon. Note A
2. To approve the payment of Directors’ fees and benefits for the financial year ended 31 December 2016. Resolution 1
3. To re-elect the following Directors retiring in accordance with Article 80 of the Company’s
Articles of Association:
(i) Dato’ W Zulkifli bin Haji W Muda Resolution 2
(ii) Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng Resolution 3
4. To re-elect Dato’ Sr. Abdull Manaf bin Hj Hashim who retires in accordance with Article 87 of Resolution 4
the Company’s Articles of Association.
5. To re-appoint Messrs Deloitte PLT as auditors of the Company for the ensuing year and to Resolution 5
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. Re-appointment of Directors
To re-appoint the following Directors retiring under the resolution passed at the last Annual
General Meeting held on 1 June 2016 pursuant to Section 129 of the Companies Act 1965
(which was then in force), to continue to act as Directors of the Company from the date of this
Annual General Meeting:
(i) Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad Resolution 6
(ii) Datuk (Prof.) A Rahman @ Omar bin Abdullah Resolution 7
7. Authority to Allot and Issue Shares pursuant to Section 76 of the Companies Act, 2016
“THAT, subject to the Companies Act, 2016, the Articles of Association of the Company and Resolution 8
the approval from the relevant authorities, where such approval is necessary, the Directors
be and are hereby authorised, pursuant to Section 76 of the Companies Act, 2016, 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.”
200
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.”
9. Authority to Continue in Office as Independent Non-Executive Director
(i) “THAT Raja Tan Sri Dato’ Seri Aman bin Raja Haji Ahmad who has served as an Resolution 10
Independent Non-Executive Director of the Company for a cumulative term of more
than nine (9) years to continue to act as Independent Non-Executive Director of the
Company.”
(ii) “THAT Datuk (Prof.) A. Rahman @ Omar bin Abdullah who has served as an Resolution 11
Independent Non-Executive Director of the Company for a cumulative term of more
than nine (9) years to continue to act as Independent Non-Executive Director of the
Company.”
Kuala Lumpur
28 April 2017
Ahmad Zaki Resources Berhad
Annual Report 2016 201
Notes:
A. This Agenda item is meant for discussion only as 5. In respect of deposited securities, only members
the provision of Section 248(2) of the Companies whose names appear on the Record of Depositors
Act, 2016 does not require a formal approval of as at 17 May 2017 shall be eligible to attend,
the shareholders and hence, is not put forward for participate, speak and vote at the 20th Annual
voting. General Meeting or appoint proxy(ies) to attend and/
or vote on his/her behalf.
1. A member of the Company shall not be entitled
to appoint more than two (2) proxies to attend, Explanatory Notes on Special Business:
participate, speak and vote at the same meeting
and where the member appoints two (2) proxies 6. Resolutions 6 and 7 – Re-appointment of Directors
to attend, participate, speak and vote at the same
meeting, such appointment shall be invalid unless The proposed Ordinary Resolutions under item
the member specifies the proportion of his/her 6 is to seek shareholders’ approval on the re-
holdings to be represented by each proxy. appointment of Raja Tan Sri Dato’ Seri Aman bin
Raja Haji Ahmad and Datuk (Prof.) A Rahman @
2. Where a member of the Company is an exempt Omar bin Abdullah, who had been re-appointed in
authorised nominee which holds ordinary shares in the previous Annual General Meeting held on 1 June
the Company for multiple beneficial owners in one 2016 as Directors under Section 129 of the former
securities account (“omnibus account”) as defined Companies Act, 1965 which was then in force and
under the Securities Industry (Central Depositories) whose term would expire at the conclusion of the
Act 1991, there is no limit to the number of proxies 20th Annual General Meeting, as Directors of the
which the exempt authorised nominee may appoint Company. If passed, the proposed Resolutions 6
in respect of each omnibus account it holds. and 7 will authorise the continuation of Raja Tan Sri
Dato’ Seri Aman bin Raja Haji Ahmad and Datuk
3. The instrument appointing a proxy and the power (Prof.) A Rahman @ Omar bin Abdullah in office
of attorney or other authority, if any, under which from the date of the 20th Annual General Meeting
it is signed or a notarially certified copy of that onwards.
power or authority shall be deposited at the office
of the Share Registrar, Mega Corporate Services 7. Resolution 8 - Authority to Allot and Issue
Sdn Bhd at Level 15-2, Bangunan Faber Imperial Shares pursuant to Section 76 of the
Court, Jalan Sultan Ismail, 50250 Kuala Lumpur Companies Act, 2016
of the Company, or at such other place within
Malaysia is specified for that purpose in the notice The ordinary resolution proposed under item
convening the meeting, not less than forty-eight 7, if passed will give powers to the Directors to
hours before the time for holding the meeting or issue shares in the Company up to an amount
adjourned meeting at which the person named in not exceeding in total ten per centum (10%) of
the instrument proposes to vote, and in default the the issued share capital of the Company for such
instrument of proxy shall not be treated as valid. purposes as the Directors would consider in the
If the appointer is a corporation, either under its best interest of the Company. The approval is
Common Seal (if any) or under the hand of an sought to avoid any delay and cost involved in
officer or attorney duly authorised. convening a general meeting for such issuance
of shares. This authority, unless revoked or varied
4. Pursuant to Paragraph 8.29A(1) of the Main Market at a general meeting will expire at the next Annual
Listing Requirements of Bursa Securities, all the General Meeting of the Company.
resolutions as set out in this Notice will be put to
vote by way of poll. The general mandate for issue of shares will provide
flexibility to the Company for any possible fund
202
raising activities, including but not limited to further provide an element of objectivity, independent
placement of shares for the purpose of repayment judgement and balance to the Board;
of bank borrowings, funding future investment and
working capital. (ii) Their length of services on the Board of
more than nine (9) years does not in any
8. Resolution 9 - Proposed Renewal of Existing way interfere with their exercise of objective
Shareholders’ Mandate for Recurrent Related judgement or their ability to act in the best
Party Transactions of a Revenue or Trading interests of the Company and Group. In fact,
Nature Raja Tan Sri Dato’ Seri Aman bin Raja Haji
Ahmad and Datuk (Prof.) A. Rahman @ Omar
The ordinary resolution proposed under item 8, if bin Abdullah, having been with the Company
passed will enable the Company and its subsidiaries for more than nine (9) years, are familiar with
to enter into recurrent related party transactions of the Group’s business operations and have
a revenue or trading nature pursuant to Paragraph devoted sufficient time and commitment to their
10.09 of the Main Market Listing Requirements of role and responsibilities as an Independent
Bursa Securities. Director for informed and balance decision
making; and
9. Resolutions 10 and 11 - Authority to Continue
in Office as Independent Non-Executive (iii) They have exercised due care during their
Director tenures as Independent Director of the
Company and have discharged their duties
In line with the Malaysian Code on Corporate with reasonable skill and competence, bringing
Governance 2012, the Board of Directors has independent judgement and depth into the
assessed the independence of Raja Tan Sri Dato’ Board’s decision making in the interest of the
Seri Aman bin Raja Haji Ahmad and Datuk (Prof.) Company and its shareholders.
A. Rahman @ Omar bin Abdullah, who have served
as Independent Non-Executive Directors of the 10. Statement Accompanying the Notice of
Company for a cumulative term of more than nine Annual General Meeting
(9) years and the Board has recommended them
to continue to act as Independent Non-Executive Pursuant to paragraph 8.27(2) of the Main Marketing
Directors of the Company based on the following Listing Requirements of Bursa Securities, the
justifications:- Notice convening an Annual General Meeting is to
be accompanied by a statement furnishing details
(i) Raja Tan Sri Dato’ Seri Aman bin Raja Haji of individuals who are standing for election as
Ahmad and Datuk (Prof.) A. Rahman @ Omar directors. This requirement excludes directors who
bin Abdullah have fulfilled the criteria under the are standing for re-election.
definition of Independent Director as stated in
the Main Market Listing Requirements of Bursa No individual is standing for election as a Director at
Securities, and hence, they would be able to the 20th Annual General Meeting of the Company.
Form of
Perforated here
proxy
*I/We, NRIC/Company No.
of
being a *member/members of AHMAD ZAKI RESOURCES BERHAD, hereby appoint
NRIC No.
of
*and/or failing him/her NRIC No.
of
or failing *him/her/both, the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf at the 20th Annual
General Meeting of the Company to be held at the Banquet Hall, 1st Level, Main Lobby, TPC Kuala Lumpur (formerly known
as Kuala Lumpur Golf & Country Club), 10 Jalan 1/170D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Wednesday, 24 May
2017 at 10.00 a.m. and, at every adjournment thereof for/against* the resolution(s) to be proposed thereat.
The proportion of *my/our holding to be represented by *my/our proxies are as follows:-
(The next paragraph should be completed only when two proxies are appointed)
Number of Shareholder’s
Shares Held Contact No.
1. Resolution 1
2. Resolution 2
3. Resolution 3
4. Resolution 4
5. Resolution 5
6. Resolution 6
7. Resolution 7
8. Resolution 8
9. Resolution 9 Signature of member (s)/Seal (if any)
10. Resolution 10
11. Resolution 11
Notes:
1. A member of the Company shall not be entitled to appoint more than two (2) proxies Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur
to attend, participate, speak and vote at the same meeting and where the member of the Company, or at such other place within Malaysia is specified for that purpose in
appoints two (2) proxies to attend, participate, speak and vote at the same meeting, the notice convening the meeting, not less than forty-eight hours before the time for
such appointment shall be invalid unless the member specifies the proportion of his/her holding the meeting or adjourned meeting at which the person named in the instrument
holdings to be represented by each proxy. proposes to vote, and in default the instrument of proxy shall not be treated as valid. If
the appointer is a corporation, either under its Common Seal (if any) or under the hand
2. Where a member of the Company is an exempt authorised nominee which holds of an officer or attorney duly authorised.
ordinary shares in the Company for multiple beneficial owners in one securities account
(“omnibus account”) as defined under the Securities Industry (Central Depositories) Act 4. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa
1991, there is no limit to the number of proxies which the exempt authorised nominee Securities, all the resolutions as set out in this Notice will be put to vote by way of poll.
may appoint in respect of each omnibus account it holds.
5. In respect of deposited securities, only members whose names appear on the Record
3. The instrument appointing a proxy and the power of attorney or other authority, if any, of Depositors as at 17 May 2017 shall be eligible to attend, participate, speak and vote
under which it is signed or a notarially certified copy of that power or authority shall be at the 20th Annual General Meeting or appoint proxy(ies) to attend and/or vote on his/
deposited at the office of the Share Registrar, Mega Corporate Services Sdn Bhd at her behalf.
204
Perforated here
Fold here