AR2012

CONTENTS
2 Notice of Annual General Meeting 36 Report of the Audit Committee

5 Statement Accompanying 40 Other Information
Notice of Annual General Meeting 42 Quality, Health, Safety and Environment
6 Corporate Information 44 Chairman’s Statement / Penyata Pengerusi
7 Corporate Structure 54 Review of Operations
8 5-Year Financial Highlights 58 Calendar of Events
12 Directors’ Profile 65 Financial Statements
22 Statement on Risk Management 170 Analysis of Shareholdings
and Internal Control
173 List of Properties
26 Corporate Governance Statement
Proxy Form
35 Statement of Directors’ Responsibilities
in Preparing the Financial Statements
Notice of
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 16th Annual General Meeting of the Company will be held at Tun Sri Lanang 1 & 2, Ground Floor,
The Royale Chulan Kuala Lumpur, 5, Jalan Conlay, 50450 Kuala Lumpur on Thursday, 27 June 2013 at 10:00 am for the following purposes:-
AGENDA
Ordinary Business
1. To receive the Audited Financial Statements of the Company for the year ended 31 December 2012 together with Please refer
the Reports of the Directors and Auditors thereon. to Note A
2. To approve the payment of Directors’ fees for the year ended 31 December 2012. Resolution 1
3. To re-elect the following Directors retiring under the provisions of the Articles of Association of the Company:-
(i) Dato’ Sri Haji Wan Zaki Bin Haji Wan Muda Resolution 2
(ii) Dato’ Wan Zakariah Bin Haji Wan Muda Resolution 3
(iii) Dato’ Haji Mustaffa Bin Mohamad Resolution 4

4. To re-appoint Messrs KPMG as Auditors of the Company for the ensuing year and to authorise the Directors to fix Resolution 5
their remuneration.
Special Business
To consider and if thought fit, to pass with or without modifications, the following resolutions:-
Ordinary Resolutions
5. Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
“THAT, subject to the Companies Act, 1965, the Articles of Association of the Company and the approval from the Resolution 6
relevant authorities, where such approval is necessary, the Directors be and are hereby authorised, pursuant to Section
132D of the Companies Act, 1965, to issue and allot shares in the Company at any time until the conclusion of the
next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in
their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10% of
the issued share capital of the Company for the time being AND THAT the Directors be and are also empowered to
obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so
issued.”
6. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transaction of a Revenue or Trading
Nature
“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of the Company Resolution 7
and the Main Market Listing Requirements of Bursa Malaysia, approval be and is hereby given to the Company, its
2 subsidiaries or any of them to enter into any of the transactions falling within the types of the Recurrent Related Party
Transactions, particularly of which are set out in the Circular to Shareholders dated 4 June 2013 with the Related Parties
as described in the said Circular, provided that such transactions are of revenue or trading nature, which are necessary
for the day to day operations of the Company and/or its subsidiaries, in the ordinary course of business and are on terms
not more favourable to the related parties than those generally available to the public and not to the detriment of the
minority shareholders and that such transactions are made on the arm’s length basis and on normal commercial terms.
AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Notice of Annual General Meeting (cont’d)
AND THAT such approval shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company (being the 17th AGM of the
Company), at which time the said authority will lapse, unless by a resolution passed at a general meeting
whereby the authority is renewed;
(ii) the expiration of the period within which the next AGM of the Company (being the 17th AGM of the Company)
is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is the earliest,
AND THAT the Directors of the Company be authorised to complete and do all such acts and things as they may
consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Ordinary
Resolution.”
7. Authority to Continue in Office as Independent Non-Executive Director
“THAT authority be and is hereby given to the following Directors who have served as Independent Non-Executive
Directors of the Company for a cumulative term of more than nine years, to continue to act as Independent Non-
Executive Directors of the Company:”
(i) Raja Dato’ Seri Aman Bin Raja Haji Ahmad Resolution 8
(ii) Datuk (Prof.) A Rahman @ Omar Bin Abdullah Resolution 9
(iii) Dato’ Haji Ismail @ Mansor Bin Said Resolution 10
Special Resolution
8. Proposed Amendments to the Articles of Association of the Company
“THAT the proposed amendments to the Articles of Association of the Company as set out in Appendix I of the Circular Resolution 11
to Shareholders dated 4 June 2013 (the “Proposed Amendments”) be and are hereby approved and adopted.”
AND THAT the Board of Directors be and is hereby authorised to do all such acts, deeds and things as are necessary
and/or expedient in order to give full effect to the Proposed Amendments with full powers to assent to any conditions,
modifications and/or amendments as may be required by any relevant authorities. ”
By Order of the Board
Haji Bahari bin Johari (LS 0008773)

3
Seuhailey binti Shamsudin (MAICSA 7046575)
Wong Maw Chuan (MIA 7413)
Company Secretaries
Kuala Lumpur
4 June 2013

Notice of Annual General Meeting (cont’d)
Notes:
A. This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of the shareholders and
hence, is not put forward for voting.
1. A member of the Company shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting and where the member appoints two (2)
proxies to attend and vote at the same meeting, such appointment shall be invalid unless the member specifies the proportion of his/her holdings to be presented by each
proxy. A proxy may but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company.
2. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account
(“omnibus account”) as defined under the Securities Industry (Central Depositories) Act 1991, there is no limit to the number of proxies which the exempt authorised
nominee may appoint in respect of each omnibus account it holds.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation,
either under its Common Seal or under the hand of an officer or attorney duly authorised.
4. The instrument appointing a proxy must be completed, signed and deposited at the office of the Share Registrar, Mega Corporate Services Sdn Bhd at Level 15-2, Bangunan
Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, not less than forty-eight (48) hours before the time set for the meeting or at any adjournment thereof.
5. In respect of deposited securities, only members whose names appear on the Record of Depositors as at 20 June 2013 shall be eligible to attend, speak and vote at the
16th Annual General Meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.
Explanatory Notes on Special Business:
6. Resolution 6 - Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965
The ordinary resolution proposed under item 5, if passed will give powers to the Directors to issue shares in the Company up to an amount not exceeding in total ten per
centum (10%) of the issued share capital of the Company for such purposes as the Directors would consider in the best interest of the Company. The approval is sought
to avoid any delay and cost involved in convening a general meeting for such issuance of shares. This authority, unless revoked or varied at a general meeting will expire
at the next Annual General Meeting of the Company.
The general mandate for issue of shares will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placement of
shares for the purpose of repayment of bank borrowings, funding future investment and working capital.
7. Resolution 7 - Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
The ordinary resolution proposed under item 6, if passed will enable the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or
trading nature pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
8. Resolutions 8 to 10 – Authority to Continue in Office as Independent Non-Executive Director
In line with the Malaysian Code on Corporate Governance 2012, the Board of Directors has assessed the independence of Raja Dato’ Seri Aman Bin Raja Haji Ahmad,
Datuk (Prof.) A Rahman @ Omar Bin Abdullah and Dato’ Haji Ismail @ Mansor Bin Said, who have served as Independent Non-Executive Directors of the Company for
a cumulative term of more than nine years and the Board has recommended them to continue to act as Independent Non-Executive Directors of the Company based on
the following justifications:-
(i) Raja Dato’ Seri Aman Bin Raja Haji Ahmad, Datuk (Prof.) A Rahman @ Omar Bin Abdullah and Dato’ Haji Ismail @ Mansor Bin Said have fulfilled the criteria under
the definition of Independent Director as stated in the Listing Requirements of Bursa Securities, and hence, they would be able to provide an element of objectivity,
independent judgement and balance to the Board;
(ii) Their length of services on the Board of more than nine years does not in any way interfere with their exercise of objective judgement or their ability to act in the best
interests of the Company and Group. In fact, Raja Dato’ Seri Aman Bin Raja Haji Ahmad, Datuk (Prof.) A Rahman @ Omar Bin Abdullah and Dato’ Haji Ismail @
Mansor Bin Said, having been with the Company for more than nine years, are familiar with the Group’s business operations and have devoted sufficient times and
commitments to their role and responsibilities as an Independent Director for informed and balance decision making; and
4 (iii) They have exercised due care during their tenures as Independent Director of the Company and have discharged their duties with reasonable skill and competence,
bringing independent judgement and depth into the Board’s decision making in the interest of the Company and its shareholders.
9. Resolution 11 - Proposed Amendments to the Articles of Association of the Company
The Special Resolution proposed under item 8 is to amend the Articles of Association of the Company to be in line with the recent amendments to the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad. The details of the Proposed Amendments are as set out in Appendix I of the Circular to Shareholders dated
4 June 2013.

Statement Accompanying Notice of
ANNUAL GENERAL MEETING
1. Board Meetings held in the financial year ended 31 December 2012
There were eight (8) Board Meetings held during the financial year ended 31 December 2012. Details of the attendance
of the Directors are as follows:-
Executive Directors Total Meeting Attended % of Attendence
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 8/8 100%
Dato’ Wan Zakariah bin Haji Wan Muda 8/8 100%
Dato’ Haji Mustaffa bin Mohamad 7/8 87%
Dato’ W Zulkifli bin Haji W Muda 6/8 75%
Non-Executive Directors
Raja Dato’ Seri Aman bin Raja Haji Ahmad 8/8 100%
Datuk (Prof.) A Rahman @ Omar bin Abdullah 5/8 62%
Dato’ Haji Ismail @ Mansor bin Said 8/8 100%
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 8/8 100%
2. Place, date and time of Meeting
The 16th Annual General Meeting of the Company will be held at Tun Sri Lanang 1 & 2, Ground Floor, The Royale
Chulan Kuala Lumpur, 5, Jalan Conlay, 50450 Kuala Lumpur on Thursday, 27 June 2013 at 10:00 am.
3. Directors who are seeking for re-election or re-appointments of the 16th Annual General Meeting of the Company
The Directors who are offering themselves for re-election at the Annual General Meeting of the Company are as
follows:-
(i) Dato’ Sri Haji Wan Zaki bin Haji Wan Muda
(ii) Dato’ Wan Zakariah bin Haji Wan Muda
(iii) Dato’ Haji Mustaffa bin Mohamad
Details of Directors are set out on pages 12 to 19 of this Annual Report and their securities holdings in the Company 5
are set out in the Analysis of Shareholdings on page 170.

Corporate
INFORMATION
BOARD OF DIRECTORS
1. Raja Dato’ Seri Aman Bin Raja Haji Ahmad (Independent Non-Executive Chairman)
2. Dato’ Sri Haji Wan Zaki Bin Haji Wan Muda (Executive Vice Chairman)
3. Dato’ Wan Zakariah Bin Haji Wan Muda (Managing Director)
4. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Independent Non-Executive Director)
5. Datuk (Prof.) A Rahman @ Omar Bin Abdullah (Independent Non-Executive Director)
6. Dato’ Haji Ismail @ Mansor Bin Said (Independent Non-Executive Director)
7. Dato’ Haji Mustaffa Bin Mohamad (Executive Director)
8. Dato’ W Zulkifli Bin Haji W Muda (Executive Director)
AUDIT COMMITTEE
1. Raja Dato’ Seri Aman Bin Raja Haji Ahmad (Chairman)
2. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Member)
3. Datuk (Prof.) A Rahman @ Omar Bin Abdullah (Member)
4. Dato’ Haji Ismail @ Mansor Bin Said (Member)
COMPANY SECRETARIES
1. Haji Bahari bin Johari (LS 0008773)
2. Seuhailey binti Shamsudin @ Azraain (MAICSA 7046575)
3. Wong Maw Chuan (MIA 7413)
REGISTERED OFFICE PRINCIPAL BANKERS

Level 2, Tower 1, Avenue 5, United Overseas Bank (Malaysia) Bhd
Bangsar South City, 59200 Kuala Lumpur Alliance Bank Berhad
Tel : 03-2283 6050 AmBank Group
Fax : 03-2283 6072 OCBC Bank (Malaysia) Bhd
Malayan Banking Berhad
REGISTRAR
Mega Corporate Services Sdn Bhd AUDITORS
Level 15-2, Bangunan Faber Imperial Court KPMG
Jalan Sultan Ismail, 50250 Kuala Lumpur KPMG Tower, 8 First Avenue, Bandar Utama
Tel : 03-2692 4271 47800 Petaling Jaya, Selangor
6
Fax : 03-2732 5388
STOCK EXCHANGE
Main Board of Bursa Malaysia Securities Berhad

Corporate
STRUCTURE
ENGINEERING AND CONSTRUCTION

1. AHMAD ZAKI SDN BHD 100%
2. AZSB MACHINERIES SDN BHD 100%
3. UNGGUL ENERGY & CONSTRUCTION SDN BHD 100%
CONCESSION
1. PENINSULAR MEDICAL SDN BHD 100%
EXPRESSWAYS
1. EKVE SDN BHD 100%
PROPERTY DEVELOPMENT
1. KEMAMAN TECHNOLOGY & INDUSTRIAL PARK SDN BHD 60%
2. AZRB PROPERTIES SDN BHD 100%
3. TREND VISTA DEVELOPMENT SDN BHD 100%
4. TEMALA DEVELOPMENT SDN BHD 70%
5. BETANAZ PROPERTIES SDN BHD 51%
OIL & GAS

1. INTER-CENTURY SDN BHD 100%
2. ASTRAL FAR EAST SDN BHD 100%
PLANTATION
1. PT ICHTIAR GUSTI PUDI 95%
OVERSEAS INVESTMENT
1. AZRB CONSTRUCTION (INDIA) PVT LTD 100%
2. AZRB INTERNATIONAL VENTURES SDN BHD 100%
3. AHMAD ZAKI SAUDI ARABIA CO LTD 100%
QUARRY OPERATION
1. TADOK GRANITE MANUFACTURING SDN BHD 100%
PROJECT MANAGEMENT
1. PENINSULAR PROKONSULT SDN BHD 100%
7
INVESTMENT
1. MAXI HERITAGE SDN BHD 20%
2. FASA TIMUR SDN BHD 50%

5 - Year
FINANCIAL HIGHLIGHTS
Year ended 31 December

2008 2009 2010 2011 2012
Group Five Year Summary RM'000 RM'000 RM'000 RM'000 RM'000
Revenue 662,677 459,400 430,713 534,868 674,650
Profit/(Loss) before taxation 28,868 32,429 (49,914) 24,429 37,775
Profit/(Loss) attributable to owners of the Company 15,644 20,765 (61,630) 11,860 18,679
Paid up Capital 138,266 138,318 138,348 138,382 138,471
Shareholders' Fund 235,275 251,570 181,455 191,373 207,704
Net tangible assets per share (sen) 84 90 64 68 74
REVENUE SHAREHOLDERS’ FUNDS

RM674.7 million RM207.8 million
700 300
600
500
200
674,650
662,677
400
251,570
235,275
534,868
207,704
459,400
191,373
430,713
181,455
300
100
200
100
0 0
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
PROFIT/(LOSS) BEFORE TAXATION NET TANGIBLE ASSET PER SHARE
RM37.8 million 74 sen
50 100
40
30 75
37,775
32,429
28,868
24,429
20
50
90
10
84
74
68
64
0 25
(49,914)
8 0
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012

Menara AZRB, Office Area
Menara AZRB, Reflection of KL City Skyline
SCALING
GREATER HEIGHTS
Directors’
PROFILE
RAJA DATO’ SERI AMAN

BIN RAJA HAJI AHMAD
SPMP, DPMP, PJK, AMN
Raja Dato’ Seri Aman, a Malaysian, aged 67, was appointed Bank Berhad (then known as Perwira Habib Bank Malaysia
Chairman and Independent Non-Executive Director and Berhad) in 1985 as Executive Director/CEO. He left Affin
member of the Audit Committee on 26 February 2004 Bank Berhad in 1992 to join Perbadanan Usahawan Nasional
and subsequently assumed the Chairmanship of the Audit Berhad as Chief Executive Officer. He was reappointed as
Committee on 8 April 2004. He is also the Chairman of Chief Executive Officer of Affin Bank Berhad in 1995 and
Board Risk Committee and sits on the Remuneration and retired in 2003.
Nomination Committees as an ordinary member.
Raja Dato’ Seri Aman is also an Independent Non-Executive
Raja Dato’ Seri Aman is a Fellow of the Institute of Chartered Director of Affin Holdings Berhad, Tomei Consolidated
Accountants in England and Wales and also a member of Berhad and Affin Investment Bank Berhad.
Malaysian Institute of Accountants and Malaysian Institute
of Certified Public Accountants. He held various positions During the financial year ended 31 December 2012, he
in Maybank Group from 1974 to 1985 prior to joining Affin attended 8 out of 8 Board meetings held.
12

Directors’ Profile (cont’d)
DATO’ SRI HAJI WAN ZAKI

BIN HAJI WAN MUDA
SSAP, SIMP, DPMT, PPN, PJK
Dato’ Sri Haji Wan Zaki, a Malaysian, aged 64, was appointed and Marketing Officer and subsequently rose to the position
the Executive Vice Chairman of AZRB on 24 March 1999. of Marketing Manager. He left Perkayuan Pahang Sdn Bhd in
He subsequently held the post of Executive Chairman from 1977 to join Pesaka Terengganu Bhd as its Operation Manager
1 March 2000 and was redesignated as Executive Vice where he served until 1979 prior to joining Pesama Timber
Chairman of AZRB on 26 February 2004. He is presently the Corporation Sdn Bhd as Managing Director. He left Pesama
Chairman of the Remuneration Committee and an ordinary Timber Corporation Sdn Bhd in 1984 to focus on AZSB.
member of the Board Risk Committee.
Dato’ Sri Haji Wan Zaki is also the Chairman of Chuan Huat
Dato’ Sri Haji Wan Zaki is the founder of Ahmad Zaki Sdn Bhd Resources Bhd and sits on the boards of directors of several
(“AZSB”). Dato’ Sri Haji Wan Zaki began his working career private limited companies.
in 1971 as a Financial Assistant with Syarikat Permodalan
Pahang Bhd, a Pahang state-owned company. In 1973, he During the financial year ended 31 December 2012, he
joined Perkayuan Pahang Sdn Bhd as a Financial Assistant attended 8 out of 8 Board meetings held.
13

DATO’ WAN ZAKARIAH

BIN HAJI WAN MUDA
DSAP, DSSA
Dato’ Wan Zakariah, a Malaysian, aged 53, joined the board During the financial year ended 31 December 2012, he
of the Company as an Executive Director on 24 March 1999 attended 8 out of 8 Board meetings held.
and subsequently was appointed to the post of Managing
Director on 1 January 2003. He is presently the Chairman
of the Establishment Committee and sits as a member of the
Notes:
Remuneration Committee.
FAMILY RELATIONSHIP
Except for Dato’ Sri Haji Wan Zaki bin Haji Wan Muda, Dato’ Wan
Dato’ Wan Zakariah also sits on the boards of directors of Zakariah bin Haji Wan Muda and Dato’ W Zulkifli bin Haji W Muda
several private limited companies. who are brothers, none of the other Directors are related to one another,
nor with any substantial shareholders.
Dato’ Wan Zakariah obtained a Bachelor of Science degree CONFLICT OF INTEREST

Save as disclosed in the related party transactions on page 162 to 163
in Quantity Surveying from the Thames Polytechnic, United
(note 38) of this Annual Report, none of the other Directors have any
Kingdom (currently known as University of Greenwich) in conflict of interest with the Company during the financial year.
14
1986. He started his career as Quantity Surveyor with the
CONVICTIONS FOR OFFENCES
construction subsidiary AZSB and in 1996 was promoted to None of the Directors have been convicted of any offence (excluding
the post of Managing Director of AZSB until 2003. traffic offences) within the last 10 years.

TAN SRI DATO’ LAU YIN PIN

@ LAU YEN BENG
PSM, DPMT, ASM, JP
Tan Sri Dato’ Lau, a Malaysian, aged 64, was appointed as an Tan Sri Dato’ Lau had served as an Independent Non-Executive
independent Non-Executive Director of the Company on 15 Director of Nanyang Press Holdings Berhad, Tenaga Nasional
November 2010. He was appointed as a member of the Board Berhad and Chairman of Star Publication (Malaysia) Berhad.
Risk Committee and Audit Committee on 29 November 2010 As an Independent Non-Executive Director of Tenaga Nasional
and 1 March 2011 respectively. Berhad, Tan Sri also chaired the Board Audit Committee and
sat on the Board Tender Committee.
Tan Sri Dato’ Lau obtained his Diploma in Commerce with
distinction from Tunku Abdul Rahman College, Malaysia in Tan Sri Dato’ Lau is currently an Independent Non-Executive
1974. Director of YTL Power International Berhad, a listed company
in Malaysia and Media Chinese International Limited, a
Tan Sri Dato’ Lau has been a member of the Malaysian company listed in Malaysia and Hong Kong.
Institute of Accountants since 1979. He was made a fellow
of the Association of Chartered Certified Accountants, United During the financial year ended 31 December 2012, he
Kingdom in 1981 and became a graduate member of the attended 8 out of 8 Board meetings held.
15
Institute of Chartered Secretaries and Administrators, United
Kingdom in 1987. He was appointed as Senator of Dewan
Negara for a three-year term commencing 25 November 2002
by Seri Paduka Baginda Yang di-Pertuan Agong, Malaysia
until his voluntary resignation in March 2004.

DATUK (PROF.) A RAHMAN

@ OMAR BIN ABDULLAH
PJN, DPMT, JSM, SMT, AMN
Datuk (Prof.) A Rahman, a Malaysian, aged 68, was appointed started his career in the Public Works Department (“PWD”)
an Independent Non-Executive Director on 1 January where he served for 25 years. His last post in the department
2003. He sits on the Audit Committee, Remuneration and was the Deputy Director General of PWD. In 1992, he
Nomination Committee as an ordinary member. was accorded as an Honorary Professor by the University
Teknologi Malaysia. Among other appointments, he is the past
Datuk (Prof.) A Rahman holds a Diploma in Quantity Surveying President of the Royal Institution of Surveyors Malaysia, the
from Thames Polytechnic, London, United Kingdom, and an past President of the Board of Quantity Surveyors Malaysia
MSc in Construction Management from the Herriot-Watt and currently he is a Fellow of the Academy of Sciences
University, Scotland. He also holds fellowships with The Royal Malaysia.
Institute of Chartered Surveyors (UK) and the Royal Institution
of Surveyors Malaysia, as well as Professional Membership Datuk (Prof.) A Rahman does not hold directorship in any
with The Chartered Institute of Building of United Kingdom. other public companies but sits on the boards of directors of
several private limited companies.
Datuk (Prof.) A Rahman was the founding Chief Executive
16
Officer of the Construction Industry Development Board During the financial year ended 31 December 2012, he
(“CIDB”) Malaysia, a post which he held from 1995 to the attended 5 out of 8 Board meetings held.
year 2002, after which he held the post of Chairman of CIDB
until December 2006. Prior to CIDB, Datuk (Prof.) A Rahman

DATO’ HAJI ISMAIL

@ MANSOR BIN SAID
DPMT, AMN
Dato’ Haji Ismail, a Malaysian, aged 64, was appointed a he served from 1985 to 1990. He was also a Director of
Non-Executive Director on 26 May 1997 and subsequently Sistem Televisyen Malaysia Berhad from 1995 to 2000 and
assumed the responsibility as an Independent Director. He the President of Institut Usahawan Bumiputera from 1988 to
presently sits on the Audit Committee, Board Risk Committee 2002.
and Remuneration Committee as an ordinary member and is
the Chairman of the Nomination Committee. Dato’ Haji Ismail was appointed as an Independent Non-
Executive Director of Lion Diversified Holdings Berhad and
Dato’ Haji Ismail holds a Bachelor of Economics degree from resigned on 30 December 2012. Currently, he sits on the
the University of Malaya. He was a Member of Parliament boards of directors of two private limited companies.
from 1978-1995, Parliamentary Secretary of the Ministry of
Youth and Sports (1990-1995) and the Chairman of MARA During the financial year ended 31 December 2012, he
from 1987 to 1990. He was also appointed by Parliament attended 8 out of 8 Board meetings held.
as the Chairman of the Public Accounts Committee where
17

DATO’ HAJI MUSTAFFA

BIN MOHAMAD
DPMT, PJK
Dato’ Haji Mustaffa, a Malaysian, aged 62, was appointed an a member of the Chartered Institute of Logistic and Transport,
Executive Director of the Company on 24 March 1999 and is UK since 1986. In 1985 he was awarded a Diploma in Syariah
an ordinary member of the Establishment Committee. Law and Practice by the International Islamic University,
Malaysia.
Dato’ Haji Mustaffa graduated with a Bachelor of Laws (Hon)
degree from the University of London in 1976. He was called Currently, Dato’ Haji Mustaffa sits on the boards of directors
to the English Bar at Lincoln’s Inn, UK in 1981, and was of several private limited companies.
admitted as an Advocate & Solicitor in the High Courts of
Malaya in 1994. He also holds a Post Graduate Diploma in During the financial year ended 31 December 2012, he
Port and Shipping Administration from University of Wales, attended 7 out of 8 Board meetings held.
Institute of Science and Technology, Cardiff (1985); and been
18

DATO’ W ZULKIFLI
BIN HAJI W MUDA
DIMP
Dato’ W Zulkifli, a Malaysian, aged 51, was appointed a of Project Manager and later Executive Director (Operations)
Non-Executive Director on 2 January 1999 and subsequently of AZSB in 1996 and subsequently became the Managing
redesignated as the Executive Director with effect from 1 Director of AZSB effective from 7 February 2003.
March 2003. He sits on the Establishment Committee as an
ordinary member. Dato’ W Zulkifli does not hold directorship in any other
public companies but sits on the boards of directors of
Dato’ W Zulkifli holds a Bachelor of Science (Civil several private limited companies.
Engineering) degree, which he obtained in 1985 from the
University of Southern Illinois, United States of America. He During the financial year ended 31 December 2012, he
began his career with Ahmad Zaki Sdn Bhd (“AZSB”) as a attended 6 out of 8 Board meetings held.
Project Engineer in 1985. He was promoted to the position
19

Menara AZRB, Chairman’s Room
PERFORMANCE
BEYOND LIMITS
Statement on Risk Management
AND INTERNAL CONTROL
Pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of
Directors of listed companies is required to include in its Company’s Annual Report a statement about the state of its internal
control as a group.
The Board is pleased to provide the following statement that was prepared in accordance with the revised guideline, called
the Statement on Risk Management and Internal Control - Guidelines for Directors of Public Listed Issuers which outline the
nature and scope of risk management and internal control of the Group during the financial year under review.
A. RESPONSIBILITY
The Board affirms its overall responsibility for the Group’s system of risk management and internal controls, and for
reviewing the adequacy and integrity of the systems to safeguard the shareholders’ interest and the Group’s assets. It
should however be noted that such systems are only designed to manage rather than totally eliminate the risk of failure to
achieve business objectives. Accordingly, these systems can only provide reasonable but not absolute assurance against
material losses, fraud, misstatements or breaches of laws or regulations.
The Board and Management acknowledge that a sound internal controls system helps to ensure effective and efficient
operation, provide reliable and relevant reporting, and compliance with the applicable laws and regulations.
The Group has in place a control structure and process for identifying, evaluating and managing significant risks pertinent
to the achievement of the Group’s overall corporate objectives.
B. CONTROL ENVIRONMENT AND ACTIVITIES
The Group’s control environment comprises of the following components which have been in place throughout the
financial year:
Enterprise Risk Management Policy
The Board has an established Enterprise Risk Management Policy (“ERMP”) to ensure that business risks are identified,
assessed and managed. The risk management process requires Management to identify and assess all types of risks in
terms of likelihood and magnitude of impact as well as to evaluate the adequacy of mechanisms in place to manage
these risks.
The following are the key objectives of the Group’s ERMP:
• To facilitate identification of key business risks for AZRB and its principal subsidiaries;
22
• To facilitate assessment of key controls in managing the relevant key business risks identified;
• To enhance the documentation and communication of risks and promote awareness of risk management; and
• To develop a framework to monitor and report risks and controls, with the assignment of responsibilities among the
companies within the Group for managing risks.

Statement on Risk Management and Internal Control (cont’d)
Internal Audit Function
• The Internal Audit function of the Group is performed in-house by its Internal Audit Department. The Internal Audit
Department reports directly to the Audit Committee. The Internal Audit Department adopts a risk-based audit
approach when preparing its annual audit plan which is approved by the Audit Committee. The annual audit plan
covers the business units and projects of the Group.
• The principle role of the Internal Audit Department is to provide independent and objective reports on the
effectiveness of the system of internal controls within the business units and projects of the Group. During the
year, the Internal Audit Department has undertaken audit assignment on business units and projects of the Group
in accordance with the approved annual audit plan. The resultant audit reports were presented to the Audit
Committee for deliberation and forwarded to the Management for the necessary corrective actions to be taken.
• A summary of the Internal Audit activities during the financial year is as follows:
i. performed operational audits on business units and projects of the Group to ascertain the adequacy and
compliance with the system of internal controls and made recommendations for improvement where
weaknesses were found;
ii. conducted follow-up reviews to determine the adequacy, effectiveness and timeliness of action taken by the
Management on audit recommendations and provided updates on their status to the Audit Committee.
Board of Directors
• The Board meets quarterly at a minimum, and more frequently when required, to review and evaluate the Group’s
operations and performance and to address key issues.
• The prerequisite to decisions made in the meeting is the deliberation and discussion by the Board, together with
recommendations and feedback from Management. In addition to quarterly financial results, project tender status
and progress reports on business operations are also tabled at the Board’s quarterly meetings.
Independence of the Audit Committee
• The Audit Committee comprises four (4) Independent Non-Executive Directors. The Audit Committee have full
access to both the Internal and External Auditors and has the right to convene meetings with the auditors without
the presence of Executive Directors and Management.
• The Audit Committee reviews the reports of the Internal Auditors, their findings and recommendations to ensure
23
that it obtains the necessary level of assurance with respect to the adequacy of the internal controls.

Business Plan and Budget
• Annual business plans and budgets are prepared by the Group’s major business units, and are reviewed and
approved by the Board. The performance of each business unit is assessed against the approved budget by the
Chief Financial Officer with explanation on significant variances provided to the Board on a quarterly basis.
Documented Policies and Procedures
• Policies and procedures of business processes are documented and set out in a series of Standard Operating
Manuals and implemented throughout the Group. These policies and procedures are subject to reviews, updates
and improvements to reflect the changing business risks and operational needs.
• Policies and procedures developed and implemented during the year are Crisis Management Plan, Public Service
Announcement & Advertorial and Guidelines on Usage of Engineering Equipment.
Human Resource Policy
• The Group has in place, a Human Resource Policy approved by the Establishment Committee that sets the tone of
compliance with the Group’s rules and regulations and employee conduct.
• The Group has also in place a Performance Management System, which is linked to and guided by Key Performance
Indicators (“KPI”).
Performance Management
• In order to nurture the quality and competencies of employees, training and development programs are
established.
• Performance appraisals are being carried out annually to gauge the employee’s performance for any promotion,
bonus payment and annual increment exercise. Policies and procedures with regards to employee’s code of
conduct and benefits are properly set out in the employee handbook for employees adherence. The Establishment
Committee looks after employees welfare, grievances and any disciplinary matters.
Business Ethics
• The Standing Instruction on Business Ethics (“the Code”) is communicated to all employees and compliance with
the Code is mandatory. The Code serves as a guide and reference to assist employees to live up to ethical business
standards, and it provides guidance on the way business and duties should be conducted.
24
The Board believes that the development of the system of internal controls is an on-going process. Based on internal
audit recommendations, there are continuous improvements on the internal controls.

The Board has received assurance from the Group Managing Director and Chief Financial Officer that the Group’s risk
management and internal controls system are operating adequately and effectively in all material aspects, based on the
risk management and internal controls system of the Group.
The Board is satisfied with the risk management and internal controls system in place. Based on the assessment of the
Group’s risk management and internal controls system for the year under review and up to date of approval of this
statement, no significant control failures or weaknesses that would result in material loss, contingency or uncertainty
requiring disclosure in the Group’s annual report were noted.
Where exceptions were noted, they were not material in the context of this report and corrective actions have been
taken. This statement, prepared for inclusion in the Annual Report of the Company for the year ended 31 December
2012 has been reviewed by the Audit Committee prior to their recommendation to the Board for approval.
This statement is made on the recommendation of the Audit Committee to the Board of Directors and as per the Board’s
resolution dated 17 May 2013.
25

Corporate
GOVERNANCE STATEMENT
The Board of Directors of Ahmad Zaki Resources Berhad is committed towards the adoption of principles and best practices
as enshrined in the Malaysian Code of Corporate Governance (“MCCG”) throughout the Group. It is recognised that the
adoption of the highest standards of governance is imperative for the enhancement of stakeholders’ value. The Group has
adopted and complied with the principles and Best Practices set out in MCCG 2012 throughout the financial year ended
31 December 2012.
The Board is pleased to present the following report on the application of principles and compliance with best practices as
set out in the Malaysian Code of Corporate Governance.
BOARD OF DIRECTORS
Board Composition
The Board is currently led by an Independent Non Executive Chairman and has eight (8) members comprising four (4) Executive
Directors and four (4) Independent Non-Executive Directors. The Board is composed of members with experience in business,
construction and finance, required for effective and independent decision making at the Board level. The Board considers
its current size adequate given the present scope and nature of the Group’s business operations. A brief description on the
background of each Director is presented on pages 12 to 19 of the Annual Report.
The presence of four (4) Independent Directors shall provide unbiased and independent views and judgment in the decision
making process at the Board level and ensure that no significant decisions and policies are made by any individual and that
the interest of minority shareholders are safeguarded.
The positions of the Chairman and the Managing Director are held by two individuals. There is a clear division of responsibilities
between the Chairman and the Managing Director which will ensure a balance of power and authority. Generally, the Chairman
is responsible for the orderly conduct and working of the Board while the Managing Director is responsible for the day to
day management of the Group as well as to implement policies and strategies adopted by the Board. The Board exercises its
responsibilities collectively.
All the Directors have given their undertaking to comply with the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Malaysia”) Listing Requirements.
Roles and Responsibilities
The Board recognises its roles and responsibilities in discharging its fiduciary and leadership functions, which amongst
others includes the following principal responsibilities, to ensure that obligations to shareholders and other stakeholders are
understood and met:-
26 (i) Reviewing and adopting a strategic plan for the AZRB Group;
(ii) Overseeing the conduct of the AZRB Group’s business;
(iii) Identifying principal risks faced by AZRB Group and ensuring the implementation of appropriate internal controls and
mitigation measures to address such risks;
(iv) Succession planning by ensuring that all candidates appointed to senior management positions are of sufficient caliber;
(v) Overseeing the development and implementation of a shareholder communications policy for AZRB Group; and
(vi) Reviewing the adequacy and the integrity of the management information controls and regulatory compliance

Corporate Governance Statement (cont’d)
The Board has laid down a formal schedule of matters specifically reserved to it for decision to ensure that the direction and
control of the Group is firmly in its hands. The Managing Director is responsible to ensure that the management adheres to the
guidelines and policies set by the Board.
The Directors have full access to information pertaining to all matters requiring the Board’s decision. Prior to any Board
meeting, all Directors shall be furnished with proper board papers which contains the necessary information for each of the
meeting agenda in advance to enable the Director to obtain further explanations, where necessary, in order to be briefed
properly before the meeting. Matters to be discussed are not limited to financial performance of the Group but also to address
major investment decisions as well as operational issues and problems encountered by the Group.
The Board has set out agreed procedures for the Directors to take independent professional advice at the Company’s expense,
if necessary.
All Directors have access to the advice and services of the Company Secretary who ensures compliance on procedural and
regulatory requirements such as statutory obligations, Bursa Malaysia Listing Requirements or other regulatory requirements.
The Company Secretary plays an important role in supporting the Board by ensuring adherence to Board policies and
procedures. The removal of the Company Secretary shall be a matter for the Board as a whole.
Besides the Audit Committee, which was set up on 24 March 1999, several Board committees were established subsequently
to assist the Board in discharging its duties and responsibilities. All committees have written terms of reference and procedures
duly endorsed by the Board to examine a particular issue and report back to the Board with a recommendation. Chairman of
the committee concerned will report to the Board on matters dealt by the said committee which will be incorporated as part
of the Board minutes.
Board Appointment Process
In previous years, the process of assessing existing Directors and identifying, recruiting, nominating, appointing and orientating
new directors are performed by the Board. In compliance with the best practices recommended by the Code, these functions
have been delegated to Nomination Committee with effect from 16 January 2002.
Directors’ Re-election
In accordance with the Company’s Articles of Association, one-third of the Directors, including Managing Director, shall retire
from office by rotation each year and all Directors are subject to retire at least once in every three years. Retiring Directors may
offer themselves for re-election at the AGM. Director who is appointed by the Board during the year is required to retire and
seek re-election by shareholders at the following AGM held following his appointment. Director 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.
27

Board Meetings
During the financial year ended 31 December 2012, eight (8) meetings were held. The date and details of attendance of each
Board meeting held are as follows:-
Attendance by Directors
Date of Total Board (Percentage Attendance)
Venue
meeting Members
Independent Non Independent
28 February 4th Floor, Meeting Room, 8 4 (100%) 4 (100%)

2012 Ahmad Zaki Resources Berhad, No. 88,
Jalan Gombak, 53000 Kuala Lumpur
8 3 (75%) 3 (75%)
27 April 4th Floor, Meeting Room,
8 4 (100%) 3 (75%)
19 May VIP Room 3, Conoisseurs Lounge Restaurant,
2012 1st Floor, East Wing, Kuala Lumpur Golf &
Country Club, No. 10, Jalan 1/70D,
Off Jalan Bukit Kiara, 60000 Kuala Lumpur
8 4 (100%) 4 (100%)
31 May 4th Floor, Meeting Room,
8 2 (50%) 4 (100%)
10 August 4th Floor, Meeting Room,
8 4 (100%) 4 (100%)
29 August 4th Floor, Meeting Room,
8 4 (100%) 3 (75%)
22 Nov Kit Kat Lounge, 2nd Floor,
2012 Sheraton Imperial Hotel Kuala Lumpur,
Jalan Sultan Ismail, 50250 Kuala Lumpur
8 4 (100%) 4 (100%)
27 Nov 4th Floor, Meeting Room,
28
The details of attendance of each Board member in the Board meetings held during the financial year ended 31 December
2012 is set out in the Statement Accompanying Notice of AGM on page 5 of this Annual Report.

Directors’ Remuneration
Prior to the establishment of Remuneration Committee on 20 August 2001, the remuneration of each Director, are determined
by the Board, as a whole. The Directors do not participate in discussion and decision of their own remuneration.
Fees payable to Directors by the Company are approved by the shareholders at the AGM, based on the recommendation of
the Board.
The details of the remuneration of the Directors of the Company received from the Group are as follows:
Benefits-
Salaries* Allowances Fees Bonuses in-kind Total
RM RM RM RM RM RM
Executive Directors 3,302,598 36,800 419,000 440,875 159,720 4,358,993
Non-Executive Directors - 32,900 578,250 - 66,350 677,500
* Salaries inclusive of statutory employer contributions to the Employees’ Provident Fund.
The number of Directors whose remuneration falls into the following bands:-
Range Of Remuneration Executive Directors Non-Executive Directors
Below RM50,000 - 1
RM50,001 – RM100,000 - 1
RM100,001 – RM200,000 - -
RM200,001 – RM250,000 - 1
RM250,001 – RM300,000 - -
RM300,001 – RM350,000 - 1
RM350,001 – RM850,000 - -
RM850,001 – RM900,000 1 -
RM900,001 – RM950,000 - -
RM950,001 – RM1,000,000 1 -
RM1,000,001 – RM1,050,000 - - 29
RM1,050,001 – RM1,100,000 1 -
RM1,100,001 – RM1,450,000 - -
RM1,450,001 – RM1,500,000 1 -

Tenure of Independent Directors
The Board has recommended to retain those independent directors whose tenure has exceeded nine years and shall seek
shareholders’ approval at the forthcoming AGM.
Directors’ Training
Every Director of the Company undergoes continuous training to equip himself to effectively discharge his duties as a Director
and for that purpose he ensures that he attends such training program as prescribed by the Bursa Malaysia 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.
All Directors have attended the Mandatory Accreditation Programme (“MAP”) and have been attaining Continuous Education
Programme (“CEP”) prescribed by the Bursa Malaysia from time to time.
Conferences, seminars and training programmes attended by Directors in 2012 included the following areas:
Board Leadership • Board Effectiveness – What Works Best

• MAICSA Annual Conference 2012 – Moving Forward: Changing Perspectives
• Hot Topics for Directors – PSI & other
• The Financial Institution Directors’ Education Elective Program: Nomination/
Remuneration Committee Program
• PNB Nominee Directors’ Convention 2012
Technology & • International Rubber Technology and Economic Congress 2012

Sustainability • International Sustainable Energy Summit 2012
• Bursa Malaysia Sustainability Training for Directors and Practitioners
Risk Management • Managing the Risks Fraud

• General Risk Management
• The Financial Institution Directors’ Education Elective Program: Risk Management
Committee – Bank Program
• Politics Decoded – Implications on Financial Markets
Corporate • Bursa Malaysia’s Half Day Governance Programme Series on “Role of the Audit
Governance Committee in Assuring Audit Quality”
• Key Amendments to Listing Requirements 2011
• Key Recommendations from Malaysian Code on Corporate Governance
30 • Bursa Malaysia’s Governance Advocacy Session on “Making the most of the Chief
Financial Officer Role: Everyone’s Responsibility?”
• Bursa Malaysia’s Half Day Governance Programme on “The key components of
establishing and maintaining world-class audit committee reporting capabilities” and
“What keeps an audit committee up at night”

Finance & Taxation • Tax Updates

• Islamic Banking
Others • Malaysian Media Conference 2012 – Digital Disclosures
Board Charter
The Board Charter was established in year 2002 to set out the strategic intent and outlines the Board’s structure and procedures,
roles and responsibilities and relationship of the Board to Management in accordance with MCCG. The Board recognises the
importance of the Board Charter thus, will take steps to enhance the Board Charter as recommended by MCCG 2012.
BOARD COMMITTEES
1. NOMINATION COMMITTEE
Primary function
The Nomination Committee was established on 16 January 2002. The Nomination Committee is primarily responsible
for constantly assessing the overall effectiveness of the Board and Board committees and make recommendation to the
Board for any new candidate as Board member or Board committee member. In addition, the Nomination Committee
also performs introduction briefing for the new Board members with regards to the overall operations and corporate
objectives of the Group and continues to ensure that the Board members undergo the necessary MAP and CEP prescribed
by the Bursa Malaysia.
The actual decision as to who shall be nominated should be the responsibility of the full Board after considering the
recommendations of the Nomination Committee.
Member
The present members of the Nomination Committee of the Company are:
• Dato’ Haji Ismail @ Mansor bin Said ( Chairman)

• Raja Dato’ Seri Aman bin Raja Haji Ahmad ( Member)
• Datuk (Prof.) A Rahman @ Omar bin Abdullah (Member)
The Company Secretary is the secretary of the Nomination Committee.
2. REMUNERATION COMMITTEE
31
Primary function
The Remuneration Committee was established on 20th August 2001. Its primary function is to set the policy framework
and recommend to the Board on remuneration packages and benefits extended to the Directors, drawing from outside
advice as necessary to ensure that the remuneration is sufficient to attract and retain the Directors needed to run the
Company successfully.

The determination of the remuneration package for Non-Executive Directors shall be a matter for the Board as a
whole. The Director concerned shall abstain from deliberations and voting on decisions in respect of his individual
remuneration package.
Member
The present members of the Remuneration Committee of the Company are:
• Dato’ Sri Haji Wan Zaki bin Haji Wan Muda (Chairman)
• Raja Dato’ Seri Aman bin Raja Haji Ahmad (Member)
• Dato’ Wan Zakariah bin Haji Wan Muda (Member)
• Dato’ Haji Ismail @ Mansor bin Said (Member)
The Company Secretary is the secretary of the Remuneration Committee.
3. ESTABLISHMENT COMMITTEE
Primary function
The Establishment Committee was established on 16 January 2002. The main purpose for setting up this committee is to
formulate policies and execution of the whole spectrum of Human Resource Management for the Group on behalf of
the Board as well as to formulate and implement Employee Share Option Scheme (“ESOS”) under the direction of the
Board, in accordance with the rules and regulations determined by the authorities.
Member

The present members of the Establishment Committee of the Company are:
• Dato’ Wan Zakariah bin Haji Wan Muda ( Chairman)

• Dato’ Haji Mustaffa bin Mohamad ( Member)
• Dato’ W Zulkifli bin Haji W Muda ( Member)
• Dato’ Haji Roslan bin Tan Sri Jaffar (Member)
The Human Resource and Administration Department is the secretary of the Establishment Committee.
4. BOARD RISK COMMITTEE
Primary Function
32
The Board Risk Committee (“BRC”) was established on 18th August 2004 with the primary responsibility of ensuring an
effective functioning of the integrated risk management function within the organisation. The BRC oversees and monitor
the overall risks impacting the Group. It is being chaired by the Group Chairman who is also an Independent Director
to ensure independence from management as it is the BRC that reviews and approves risk management policies and risk
tolerance limits.

The BRC specifically is to define, sponsor and support all risk management activities within AZRB Group inclusive of
its associated companies, significant joint ventures and where management responsibility is vested to AZRB. Apart from
setting and approving the Group’s Risk Management Strategy, Policy and Guidelines, the BRC also receives and review
reports such as Statement on Internal Control on risk management issues to ensure that critical and significant risks are
being addressed and mitigated by proper action plans.
Member
The members of the Committee are as follows:
• Raja Dato’ Seri Aman bin Raja Haji Ahmad (Chairman)

• Dato’ Sri Haji Wan Zaki bin Haji Wan Muda (Member)
• Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Member)
EFFECTIVE COMMUNICATION WITH SHAREHOLDERS
The Board maintains effective communications that enables both the Board and the management to communicate effectively
with its shareholders, stakeholders and the public. The policy effectively interprets the operations of the Group to the
shareholders and accommodates feedback from shareholders, which are factored into the Group’s business decision.
The Board values its dialogue with shareholders, public, media, authorities and private investors and recognises that equal and
timely dissemination of relevant information be provided to them.
The AGM serves as an important means for shareholders communication. Notice of the AGM and Annual Reports are sent
to shareholders twenty one [21] days prior to the meeting. At each AGM, the Board presents the performance and progress
of the Group and provides shareholders with the opportunity to raise questions pertaining to the Group. The AGM is also an
avenue for the Chairman and the Board to respond personally to all queries and undertake to provide clarification on issues
and concerns raised by the shareholders.
The Board has ensured each item of special business included in the notice of meeting will be accompanied by an explanatory
statement on the effects of the proposed resolution.
Other mediums of communication used by the Group to communicate information on the operations, activities and
performance of the Group to the shareholders, stakeholders and the public are as follows:-
i. the Annual Report, which contains the financial and operational review of the Group’s business, corporate information,
financial statements, and information on audit committee and Board of Directors;
ii. various announcements made to the Bursa Malaysia, which includes announcements on quarterly results; and 33
iii. the Company website at http://www.azrb.com.
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 statement as well as the Annual Report.

ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board, which is assisted by the Audit Committee aims to present a balanced and understandable assessment of the Group’s
position and prospect through the annual financial statements and quarterly announcements of results to the Bursa Malaysia.
The Directors are responsible to ensure the annual financial statements are prepared in accordance with the provisions of the
Companies Act, 1965 and applicable approved accounting standards in Malaysia.
A statement by the Directors of their responsibilities in preparing the financial statements is set out separately on page 35 of
this Annual Report.
Internal Control and Risk Management
The Statement on Risk Management and Internal Control furnished on pages 22 of this Annual Report provides an overview
on the state of internal controls within the Group.
Relationship with the External Auditors
Through the Audit Committee of the Board, the Board has established formal and transparent arrangements for maintaining an
appropriate relationship with the Group’s external auditors. The role of the Audit Committee in relation to the external auditors
is stated in the Audit Committee Report.
This Statement of Corporate Governance is made in accordance with the resolution of the Board of Directors dated 17 May 2013.
34

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 so as to give a true and fair view of the state of affairs of the Group and the Company as at end of the
financial year and of the results and cash flow of the Group and the Company for the financial year then ended.
In the preparation of the financial statements, the Directors have:
• adopted suitable accounting policies and applied them consistently;

• made 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
17 May 2013.
35

Report of the
AUDIT COMMITTEE
Membership
The present members of the Audit Committee of the Company are:
• Raja Dato’ Seri Aman bin Raja Haji Ahmad (Chairman)

• Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (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 whom must be a Non-Executive Directors, with a majority of them being Independent Directors.
2.
At least one (1) member of the Committee must be:
• a member of the Malaysian Institute of Accountants (“MIA”); or
• if he is not a member of the MIA, he must have at least three (3) years’ working experience; and
i. he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967;
or
ii. he must be a member of one (1) of the associations of accountants specified in Part II of the First Schedule of
the Accountants Act 1967.
3. In the event of any vacancy in the Committee resulting in the non-compliance with Paragraph 15.10 of the Listing
Requirements of Bursa Malaysia, the Board shall appoint a new member within three (3) months.
4. The Board of Directors must review the term of office and performance of the Committee and each of its members at
least once in every three (3) years.
5. No alternate Director shall be appointed as a member of the Committee.
Meetings
1. Meetings shall be held at least four (4) times a year. The details of the attendance of the meetings are disclosed under the
heading ‘Attendance of Audit Committee Meetings’ on page 39 of this Annual Report.
36
2. The Audit Committee may require the attendance of any management staff from the Finance/Accounts Department or
other departments deemed necessary.
3. The Committee shall meet with the external auditors at least once a year without Executive Board members present. Upon
the request of the external auditors, the Chairman of the Audit Committee shall convene a meeting of the committee to
consider any matter the external auditors believe should be brought to the attention of the Directors or shareholders.

Report of the Audit Committee (cont’d)
Quorum
The quorum shall be at least two (2) persons, both of whom are to be Independent Directors.
Secretary
The Company Secretary shall act as secretary of the Committee.
Reporting Procedure
The Audit Committee regulates its own procedures:-
• the notice to be given of such meetings;

• the voting and proceedings of such meetings;
• the keeping of minutes; and
• the custody, protection and inspection of such minutes.
Minutes of the meetings were tabled for confirmation at the following Audit Committee meeting. In 2012, the Chairman
presented the recommendations of the Committee to the Board for approval of the annual and quarterly financial statements.
The Chairman also conveyed to the Board matters of significant concern as and when raised by the external or internal
auditors.
Duties and Responsibilities
The duties and responsibilities of the Audit Committee shall include the following:-
1. to consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal;
2. to discuss with the external auditors before the audit commences, the nature and scope of the audit;
3. to discuss with the external auditors on the evolution of the system of internal controls and the assistance given by the
employees to the external auditors;
4. to review and report to the Board if there is reason (supported by grounds) to believe that the external auditors is not
suitable for reappointment;
5. to review the quarterly and year-end financial statements of the Board, focusing particularly on:
• any changes in the accounting policies and practices;
37
• significant adjustments arising from the audit;
• the going concern assumption; and
• compliance with accounting standards and other legal requirements.
6. to discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to
discuss (in the absence of the management where necessary);

7. to review the external auditor’s management letter and the management’s response;
8. to do the following where there is an internal audit function:

• review the adequacy of the scope, functions and resources of the internal audit function, and that it has the
necessary authority to carry out its work;
• review the internal audit program and results of the internal audit process and where necessary ensure that
appropriate action is taken on the recommendations of the internal audit function;
• review any appraisal or assessment of the performance of members of the internal audit function;
• approve any appointment or termination of senior staff members of the internal audit function; and
• inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity
to submit his reasons for resigning.
9. to consider any related party transactions that may arise within the Company or the Group;
10. to consider the major findings of internal investigations and the management’s response; and
11. to consider other topics as defined by the Board.
Authority
In carrying out their duties and responsibilities, the Audit Committee shall:
1. have authority to investigate any matter within its terms of reference;

2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company;
4. have direct communication channels with the external and internal auditors (if any);
5. be able to obtain independent professional or other advice; and
6. be able to convene meetings with the external auditors, excluding the attendance of the executive members of the
committee, whenever deemed necessary.
Review
The Board of Directors has ensured that the term of office and performance of the Audit Committee and each of its members
are being reviewed at least once in every three (3) years to determine whether the Audit Committee and members have carried
out their duties in accordance with their terms of reference.
38

ATTENDANCE OF AUDIT COMMITTEE MEETINGS
The details of attendance of each member at the Committee meetings held during the financial year ended 31 December 2012
are as follows:
Meetings Total
Name of Directors
19.1 28.2 27.4 31.5 10.8 29.8 3.10 27.11 Attendance
Raja Dato’ Seri Aman

√ √ √ √ √ √ √ √ 8/8 (100%)
bin Raja Haji Ahmad
Tan Sri Dato’ Lau Yin Pin

√ √ √ √ √ √ √ √ 8/8 (100%)
@ Lau Yen Beng
Datuk (Prof.) A. Rahman

√ √ X √ √ √ √ X 6/8 (75%)
@ Omar bin Abdullah
Dato’ Haji Ismail @ Mansor bin Said √ √ √ √ √ √ √ √ 8/8 (100%)
SUMMARY OF ACTIVITIES
During the financial year, the Audit Committee met eight (8) 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 submission to the Board for
approval;
2. the Group’s quarterly financial results presented by the management prior 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
members of the Group;
5. related party transactions within the Group pursuant to Bursa Malaysia Listing Requirements prior to submission for the
Board’s consideration and, where appropriate, shareholders’ approval; and
39
6. internal audit reports on findings and recommendations in relation to weaknesses in the internal control system presented
by the internal auditors and discussed with management on corrective actions to be taken.

Other
INFORMATION
SHARE BUY BACK
During the financial year, there was no share buy back transacted, resale or cancellation of treasury shares. As at 31 December
2012, the treasury shares stood at 1,478,100. The purchased shares are being held as treasury shares in accordance with
Section 67A of the Companies Act, 1965.
OPTION, WARRANTS OR CONVENTIONAL SECURITIES
Save for the exercise of options pursuant to the Employees’ Share Option Scheme, the amount of which is disclosed in Note 18
of the Notes to the Financial Statements, there were no other exercises of options during the financial year ended 31 December
2012.
During the financial year, the Company did not implement any Warrants or Convertible Securities.
AMERICAN DEPOSITORY RECEIPT (“ADR”)/ GLOBAL DEPOSITORY RECEIPTS (“GDR”)
During the financial year, the Company did not sponsor any ADR/ GDR programme.
SANCTIONS AND/ PENALTIES
Since the end of the previous financial year, there was no material sanction or penalty imposed by Company and its subsidiaries,
directors or management by the relevant regulatory bodies.
PROFIT GUARANTEE
The Company did not implement any corporate proposals to raise funds for the financial year ended 31 December 2012.
STATEMENT OF VALUATION POLICY ON LANDED PROPERTIES
Landed properties held for long term investment purpose.
AUDIT FEES
The amount of audit fees and non-audit fees paid to the external auditors and their affiliated companies by the Group for the
financial year ended 31 December 2012 are as follows:-
KPMG Non KPMG

Audit fees 416,000 63,030
Non audit fees 40,000 -
40
VARIATION IN RESULTS
There is no significant difference between the Audited and Unaudited Results released to the Bursa Malaysia in respect of the
financial year ended 31 December 2012.

Other Information (cont’d)
MATERIALS CONTRACTS OR LOANS WITH RELATED PARTIES
Save as those disclosed in the following recurrent related parties transactions of a revenue in nature, there were no material
contracts or loans entered by the Company and its subsidiaries involved Directors’ and major shareholders’ interests either
subsisting at the end of the financial year ended 31 December 2012 or entered into since the end of previous financial year.
RECURRENT RELATED PARTY TRANSACTIONS
The value of related party transactions entered by the Company and its subsidiaries during the financial year which have
acquired the shareholder’s mandate in the previous AGM are qualified as follows:-
Nature of the transactions Entered by Period covered from Period covered from
with related party 1 January to 30 June 1 July to 31 December
of Year 2012 of Year 2012
RM’000 RM’000
• Purchase of building materials from subsidiaries of CHRB

i. Chuan Huat Industrial Marketing Sdn Bhd AZSB 13,611 5,342
ii. Chuan Huat Hardware Sdn Bhd AZSB - 1,232
• Purchase of building materials from subsidiaries of ZHSB

iii. Kemaman Quarry Sdn Bhd AZSB 462 255
iv. QMC Sdn Bhd AZSB 476 1,199
• Insurance premium paid/payable to ZHSB AZRB, AZSB, 514 342

ICSB, AMSB
• Administrative charges paid/payable to ZHSB AZSB 60 60
• Rental of premise paid to Dato’ Sri Haji Wan Zaki AZSB 27 9

bin Haji Wan Muda
• Accomodation charges paid/payable to RIM AZSB 22 24
Relationship of the related parties:
i. Chuan Huat Resources Berhad (“CHRB”) Chuan Huat Resources Berhad, a company in which Dato’ Sri
Haji Wan Zaki bin Haji Wan Muda has substantial financial 41
interest and is also a director
ii. Residance Inn & Motels Sdn Bhd (“RIM”) A subsidiary to Zaki Holdings (M) Sdn Bhd
iii. Zaki Holdings (M) Sdn Bhd (“ZHSB”) Holding company of Ahmad Zaki Resources Berhad

Quality, Health,
SAFETY AND ENVIRONMENT
The Managing Director of the Engineering and Construction Division, Dato’ W Zulkifli bin Haji W Muda,
continued to demonstrate management’s ongoing commitment to QHSE during the year by his attendance
at a number of Health Safety and Environment (“HSE”) related functions including those related to Project
Safety and Awareness and through his continued interest in our QHSE performance. His support for
improving our management systems by integrating them into a single system and maintaining our ISO
9001, OHSAS 18001 and ISO 14001 accredited certification by SIRIM QAS and the commitment by our
line managers to improve QHSE performance was also evident.
QHSE Performance
The Group’s commitment to improve our performance in quality, health, safety and
environment in this reporting period included a complete revision of our Management
System in order to make it easier to use and increase operational efficiency. This was
accomplished by integrating our three (quality, safety and health and environment)
existing systems into a single QSHE management system. The new Integrated Management
System (“IMS”) was launched by our Group Managing Director on 12 October 2012 at
Vistana Hotel, Kuala Lumpur and supported by a series of tours to the project sites by our
Executive Director, Engineering and Construction Division in order to brief operational
staff on the new system and the revised QHSE policies.
In furthering our quest for operational efficiency we actively promoted environmental

awareness in order to improve the knowledge and create awareness amongst those
working on our behalf in the importance of minimising the impact of our construction
activities on the environment. This was considered especially important with respect to
projects like the KVMRT where the concerns of our interested parties such as the local
community become paramount. Specific actions taken included:
a. Improved identification of project related activities and their associated

environmental aspects and impacts in order to implement effective controls to
prevent environmental harm.
b. Participation by our Environmental Officers in various training courses conducted by Construction Industry Development
Board Malaysia (“CIDB”), KLCC Projects Sdn Bhd (“KLCC”), Malaysian Stormwater Management (“MSO”) and other
organisations to enhance their knowledge and skills.
c. Providing environmental awareness briefings for site personnel to ensure the activities carried out at each site were aimed
42 at preventing pollution through compliance with IMS procedures, including complying with legal and other requirements.
d. The conduct of independent inspections by the Quality, Health, Safety and

Environment Management Representative (“QHSEMR”) at project sites in order to
ensure site activities complied with legal and other requirement in support of visits
from our clients and regulatory authorities.

Quality, Health, Safety and Environment (cont’d)
In 2012, the Engineering and Construction Division

achieved 700,000 man hours without any lost time due
to work related injuries. This achievement spanned across
all projects and included subcontractors working on both
east coast and central region projects for AZRB. This was
accomplished through:
a) Providing as a minimum one training event for each

employee per year. These training events include
toolbox meetings to proactively discuss QSHE matters
and emergency response and awareness training.
b. Participation in the Occupational Safety and Health

(“OSH”) national award for the following project sites
in order to evaluate our system from a different point
of view:
i. Kompleks Kerja Raya 2
ii. 8C1 commercial building
Our commitment to improving our performance was

recognised by our receiving 5 stars in Safety and Health
Assessment System in Construction (“SHASSIC”) assessment
for KVMRT V6 Project on 19 & 20 December 2012.
We are pleased to report that we achieved a zero

environmental pollution incident rate across all our work
sites.
Although our primary concern has been to promote the

health, safety and environment in our daily operation, we
have not neglected the need to meet our client’s expectations
with respect to the quality of our products and services.
This was recognised by our achieving a 4 STAR rating in the
Contractor’s Capacity and Capability Evaluation (“SCORE”)
Program conducted by CIDB during this reporting period.
43

Chairman’s
STATEMENT
Dear Valued
SHAREHOLDERS,
On behalf of the Board of Directors
(‘the Board’), it is my pleasure and
privilege to present the Annual
Report and Financial Statements
of Ahmad Zaki Resources Berhad
(‘AZRB’ or ‘the Group’) for the year
ended 31 December 2012.
44

Chairman’s Statement (cont’d)
Overview
The year under review was a year of celebration, reflection and

achievement. The Group celebrated its 30th year anniversary in
2012 with celebrations to mark the 30 years of growth, progress
and achievements as well as 30 years of endeavour, enterprise and
excellence. The year of celebration culminated in the Group moving its
headquarters’ operations and functions into a new modern architectural
marvel that is Menara AZRB in December 2012. The move or migration
into a new office building was a watershed moment for the Group. The
new office not only symbolised the Group’s ‘coming of age’ but also
laid down the marker for future aspirations, expectations and purpose
for the Group. In essence, the move to Menara AZRB was a celebration
of the future of the Group.
The celebrations of 2012 also included celebrations of successful

tenders and achievement of significant milestones. As reported
previously, the Group had secured the Package V6 of the Klang Valley
Mass Rapid Transit (“KVMRT”) Project in January 2012. The Group
also added Package S6 during the year to our list of KVMRT projects.
On 2 October 2012, the Group’s Engineering and Construction
Division received the Letter of Award for the development of a 50
storey hotel tower and refurbishment of the existing 35 storey office
tower, previously known as Bangunan MAS, on Lot 1194, Jalan
Sultan Ismail, Kuala Lumpur for Permodalan Nasional Berhad (“PNB
Building Project”). We are certainly proud to have been entrusted by a
prestigious organisation such as Permodalan Nasional Berhad (“PNB”)
on what would be a prominent addition to the Kuala Lumpur skyline.
The PNB Building Project was awarded through a competitive pre-
qualified tender process, and this signifies the confidence by the client
in our abilities to undertake a massive and prestigious project. At 50
storeys, the PNB Building Project will be the highest ever building
project undertaken by the Group, thus far, surpassing the 37 storeys
Kompleks Kerja Raya 2 presently being built by the Group.
The addition of the PNB Building Project and the KVMRT Projects
to our order book, helped push our order book balance above the
RM2 billion mark for the first time in our 30 year history. This and
the other projects on the Group’s order book will put our Engineering
and Construction Division in very good stead and will help sustain 45
the Group for the next few years. The Group’s key challenge will be
to continuously replenish and improve on the order book in the years
ahead with quality projects that will continue to put the Group at the
forefront of the local as well as international construction scene.

Financial Highlights
The year in review saw the Group improve its overall performance compared to the previous year. For 2012, the Group
posted a consolidated revenue of RM674.6 million (2011: RM534.9 million), a profit before tax of RM37.8 million (2011:
RM24.4 million) and comprehensive income for the year of RM16.1 million (2011: RM15.8 million). Our Engineering and
Construction Division continues to be the main driver and contributor to the Group results having posted a revenue in
2012 of RM597 million (2011: RM443.5 million) or 88.5% of the total Group consolidated revenue. The Engineering and
Construction Division also contributed a profit before tax in 2012 of RM42.8 million (2011: RM16.5 million).
The Oil and Gas Division continues to contribute significantly to the overall Group
results. For 2012, the Oil and Gas Division recorded a revenue of RM69.5 million
(2011: RM54 million) and a profit before tax of RM20.3 million (2011: RM19.5
million). Both the Engineering and Construction Division and Oil and Gas Division
had sterling performances with improvements in contributions from both divisions as
compared to the previous year. We remain confident that both divisions will continue
to contribute strongly in the near to medium term.
The Plantation Division in 2012 recognised revenue of RM2.5 million and a loss before
taxation of RM12.4 million. As the plantation is still in the early part of its maturity cycle,
the Group remains confident that the Plantation Division will improve progressively
and the Group has undertaken steps to ensure such improvements take place.
Iconic Projects and New Frontiers
After having secured a landmark deal for the IIUM Teaching Hospital (“IIUM Hospital”) under
the Private Finance Initiative (“PFI”) model with the International Islamic University Malaysia
(“IIUM”) and Ministry of Higher Education, Malaysia in 2011, the Group duly followed up the
concession agreement and secured financing worth RM458.35 million from a consortium of
banks on 11 July 2012. With the financing secured, the Group’s wholly owned subsidiary, Peninsular
Medical Sdn Bhd (“PMSB”), achieved financial close for the IIUM Hospital concession and was thus
able to commence construction of the hospital complex as per the concession agreement. Completion
of the IIUM Hospital is scheduled for January 2016, which from thereon, PMSB will earn income from
IIUM for the next twenty one and a half years.
As mentioned earlier, the year 2012 saw the Group securing another landmark project that will allow
the Group to further contribute to the ever changing Kuala Lumpur skyline. The award for the PNB
Building Project gives the Group a unique opportunity to showcase its skills in undertaking another
complex yet iconic skyscraper.
The PNB Building Project entails the demolition of the existing podium building; the construction of a 6 level basement car
46 park; the construction of a new 50 storey hotel tower; the construction of a new rear podium building housing a car park,
a new power substation and hotel facilities; all of which is to be linked to the existing 35 storey office tower, which will be
fully refurbished. The PNB Building Project will present us with a unique set of challenges, including confined space, deep
basement and nearby skyscrapers. Nevertheless, we very much welcome the challenge as this would give the Group the
necessary credentials and experience to bid and undertake future projects of a similar nature. The PNB Building project is
valued at RM673 million and the proposed date of completion shall be 28 October 2017.

Another significant win for the Group in 2012 was Package S6 for the KVMRT Project. The project valued at RM174.6
million forms part of the KVMRT Package V6 that the Group secured in January 2012. Package S6 entails the construction
and completion of elevated stations and other associated works at Taman Suntex, Taman Cuepecs and Bandar Tun Hussein
Onn in Kuala Lumpur.
Finally, I am pleased to inform the shareholders that the Group had, on 13 February 2013, entered into a concession
agreement (“CA”) with the Government of Malaysia via the Ministry of Works for the proposed design, construction,
completion, operation, management and maintenance of the East Klang Valley Expressway (“EKVE”). The signing of the CA
for the EKVE project marked the culmination of 6 years of hard work in proposing and designing of what promises to be a
vital urban artery of the future.
The Group had originally participated in a selective tender of the EKVE project in 2007 whereby it gained success against
some fierce and established competition by submitting a compelling proposal that met the requirements set by the 47
Government of Malaysia via the Malaysian Highway Authority.
The EKVE highway totalling a distance of 36km will stretch from Sungai Long, near Kajang, to the Middle Ring Road 2
(“MRR2”) at Kampung Pasir / Ukay Perdana. It will have 5 interchanges along its alignment thus giving road users an alternate
route along the eastern section of Greater Kuala Lumpur.

For many residents or workers living or working along the Melawati, Ampang and Pandan Corridor, there is at present only
one choice of road and that is the MRR2. All present users of the MRR2 have had to endure daily congestion and delays that
can only get worse as the city of Kuala Lumpur and nation continue to grow.
EKVE not only provides relief to the already over congested MRR2 but also provide alternative routes to other congested
urban arteries through its superb connectivity with other major road networks in the Greater Kuala Lumpur.
Aside from the many benefits that EKVE will bring to many road users in the future, the EKVE project will also bring about
new frontiers for the AZRB Group. Firstly, with a construction cost of RM1.551 billion, it is a sizeable project that promises
to keep our Engineering and Construction Division fully occupied for the next few years. Secondly, it promises to be a
long term revenue driver for the Group, thereby allowing the Group to further reduce its reliance on its Engineering and
Construction Division whose contribution is subject to the cyclical forces of the macro economy of the country. Together
with the other businesses of the Group, this highway concession stands to put the Group on a stronger and better footing
for many years to come.
Builder of Distinction, Diversified Businesses and Team work
As we progress into the future, we’re proud of our achievements thus far but at the same time, we’re cognisant of the need
for continuous improvement whilst aiming for bigger and better projects. Being a builder of distinction is just one aspect
of our overall strategy going forward. We have over the last few years set things in motion that will allow us to diversify
our earnings in the future. The concession agreements for the IIUM Hospital and EKVE are part and parcel of that strategy.
Our foray into the plantation business was another aspect of the same strategy. Although, the
Plantation Division has yet to yield the results desired by the Group, we have taken many
decisive changes over the last few months to help bring about the required results in the future.
We have already mapped out our medium and long term strategy for the division, which
includes new plantings and expansion. We are in the midst of finalising a financing agreement
with a prominent regional bank to enable the division to fulfil the strategic plans that have been
mapped out. We hope to report further to the shareholders upon finalisation of the financing
agreement.
As with many other successful organisations, the success of the Group

is dependent on many factors and stakeholders, not least of which, are
our dedicated and loyal workforce. As part of our 30 years celebrations,
we held a group wide ‘Staff Retreat and Annual Dinner’ or ‘STRAND’
at Bukit Gambang Resort City. STRAND included several team
building activities, a town hall session and a themed annual dinner
with performances by the staff and management. By all accounts the
event was a great success. It was certainly gratifying to see directors,
management and staff mingling freely with each other with the
48 realisation and recognition that together we are a team. What was even
better to see was that the spirit of camaraderie and teamwork evidenced
on the fields of Bukit Gambang being carried forward to the work space.
Based on that success, I would encourage the management to consider
more of such events in the future in the quest of uniting the team and
lifting the morale and spirits of all members of the AZRB family.

A Royal Visit to Mark New Beginnings and Greater Prosperity
For the Group, the 2012 calendar year reached its climax when we moved our headquarters to our pride and joy that is
Menara AZRB. I’m sure I speak on behalf of everyone in the Group, that such a move has been long coming and that it was
definitely well worth the wait. The sense of pride I see in every one’s faces is evident and so is the awe and admiration that
I see in our visitors. It truly is a different world compared to our previous premises. The Board and I would once again like
to express our heartfelt thanks to KDYTM Tengku Mahkota Pahang, Tengku Abdullah Al-Haj Ibni Sultan Haji Ahmad Shah
Al-Musta’in Billah for graciously officiating Menara AZRB on 4 February 2013. We are truly honoured by the visit of His
Royal Highness to our humble office and it will certainly be remembered as a momentous event for many years to come.
The move to the new Menara AZRB marked a new beginning for our Group. We hope that the new Menara AZRB will
inspire and propel us to greater prosperity and better future. The Menara AZRB will challenge us to live up to its symbolism
but it is a challenge we readily accept and eager to conquer.
Note of Appreciation
On behalf of the Board, I wish to express my sincerest gratitude and appreciation to the shareholders, various government
agencies, clients, consultants, financiers, contractors, 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 of AZRB and its Group of Companies for their dedication
and commitment to the Group’s cause.
Finally, I wish to place on record my deepest appreciation to my fellow members of the Board for their wise counsel,
guidance and invaluable contributions.
RAJA DATO’ SERI AMAN BIN RAJA HAJI AHMAD

Chairman 49

Penyata
PENGERUSI
Para Pemegang Saham Yang Dihormati,

Bagi pihak Lembaga Pengarah (“Lembaga”), saya dengan sukacitanya membentangkan Laporan
Tahunan dan Penyata Kewangan Ahmad Zaki Resources Berhad (“AZRB” atau “Kumpulan”) bagi
tahun kewangan berakhir 31 Disember 2012.
Gambaran Keseluruhan
Tahun ini merupakan tahun keraian, renungan dan pencapaian. Kumpulan telah meraikan Ulang Tahun ke-
30 pada tahun 2012 dengan keraian-keraian untuk menandakan pertumbuhan, kemajuan, pencapaian serta
daya usaha dan kecemerlangan selama 30 tahun. Puncak keraian adalah Kumpulan telah memindahkan
operasi dan fungsi ibu pejabat ke Menara AZRB yang mempunyai senireka baru dan moden pada Disember
2012. Perpindahan atau penghijrahan ke bangunan pejabat baru ini merupakan titik perubahan kepada
Kumpulan. Ibu pejabat baru ini bukan hanya melambangkan ‘coming of age’ tetapi juga melambangkan
aspirasi, jangkaan dan tujuan masa hadapan bagi Kumpulan. Secara intipatinya, perpindahan ke Menara
AZRB merupakan perayaan untuk masa hadapan Kumpulan.
Perayaan dalam tahun 2012 termasuk keraian terhadap kejayaan bidaan dan pencapaian dalam peristiwa-
peristiwa penting. Sepertimana yang telah dilaporkan sebelum ini, Kumpulan telah memperoleh Pakej V6 untuk
Projek Klang Valley Mass Rapid Transit (“KVMRT”) dalam bulan Januari 2012. Kumpulan turut memperoleh
Pakej S6 dalam tahun ini. Pada 2 Oktober 2012, Bahagian Kejuruteraan dan Pembinaan telah menerima Surat
Penganugerahan bagi pembangunan sebuah menara hotel setinggi 50 tingkat dan pembaikpulihan sebuah
menara pejabat setinggi 35 tingkat yang sebelum ini dikenali sebagai Bangunan MAS di atas Lot 1194, Jalan
Sultan Ismail, Kuala Lumpur untuk Permodalan Nasional Berhad (“Projek Bangunan PNB”’). Kami amat
berbangga kerana telah diberi kepercayaan oleh sebuah institusi yang berprestij seperti Permodalan Nasional
Berhad (“PNB”) untuk menambah sebuah lagi mercu tanda kepada latar langit Kuala Lumpur.
Projek Bangunan PNB telah dianugerahkan melalui proses bidaan yang kompetitif dan ini menunjukkan
keyakinan pelanggan terhadap kebolehan kami untuk menjalankan projek yang besar dan berprestij.
Pada ketinggian 50 tingkat, Projek Bangunan PNB akan menjadi projek bangunan tertinggi yang akan
dijalankan oleh Kumpulan, melepasi ketinggian Kompleks Kerja Raya 2 setinggi 37 tingkat yang ketika
ini sedang giat dibina oleh Kumpulan.
Pertambahan Projek Bangunan PNB dan Projek-projek KVMRT telah membantu dalam meningkatkan
baki ‘order book’ melepasi RM2 billion untuk pertama kalinya dalam sejarah selama 30 tahun. Projek-
projek ini berserta dengan projek-projek lain akan memastikan bahawa Bahagian Kejuruteraan dan
Pembinaan akan membantu dalam mengekalkan Kumpulan untuk beberapa tahun lagi. Cabaran utama
Kumpulan ialah untuk menambah ‘order book’ pada masa hadapan dengan projek-projek berkualiti
yang akan meletakkan Kumpulan di hadapan tabir pembinaan tempatan dan antarabangsa.
Sorotan Kewangan
50 Tahun ini menyaksikan peningkatan keseluruhan prestasi Kumpulan berbanding dengan tahun sebelumnya. Pada 2012, Kumpulan
telah mencatatkan hasil disatukan sebanyak RM674.6 juta (2011 : RM534.9 juta), keuntungan sebelum cukai sebanyak RM37.8
juta (2011 : RM24.4 juta) dan pendapatan komprehensif sebanyak RM16.1 juta (2011: RM15.8 juta). Bahagian Kejuruteraan dan
Pembinaan terus kekal sebagai penyumbang utama pendapatan Kumpulan dengan catatan pendapatan sebanyak RM597 juta
dalam tahun 2012 (2011 : 443.5 juta) atau 88.5% daripada jumlah pendapatan Kumpulan yang disatukan. Bahagian Kejuruteraan
dan Pembinaan turut menyumbang keuntungan sebelum cukai sebanyak RM42.8 juta dalam tahun 2012 (2011 : RM16.5 juta).

Penyata Pengerusi (samb.)
Bahagian Minyak dan Gas telah menyumbang secara kukuh kepada keputusan Kumpulan secara keseluruhannya. Pada tahun
2012, Bahagian Minyak dan Gas telah mencatatkan jumlah pendapatan sebanyak RM69.5 juta (2011 : RM54 juta) dan keuntungan
sebelum cukai sebanyak RM20.3 juta (2011 : RM19.5 juta). Bahagian Kejuruteraan dan Pembinaan serta Bahagian Minyak dan
Gas telah menunjukkan prestasi yang cemerlang dalam peningkatan sumbangan berbanding dengan tahun sebelumnya. Kami
kekal yakin bahawa kedua-dua bahagian ini akan terus menyumbang secara kukuh dalam jangka masa terdekat dan sederhana.
Bahagian Perladangan telah memperakui hasil sebanyak RM2.5 juta dan rugi sebelum cukai sebanyak RM12.4 juta dalam tahun
2012. Memandangkan ladang tersebut masih dalam peringkat awal tempoh matang, Kumpulan yakin bahawa Bahagian Perladangan
akan bertambah baik dan Kumpulan telah mengambil langkah-langkah untuk memastikan penambahbaikan tersebut berlaku.
Projek Ikon Dan Sempadan Baru
Setelah memperoleh projek mercu tanda Hospital Pengajar IIUM menerusi model Inisiatif Pembiayaan Swasta (“PFI”) (“Hospital
IIUM”) dengan Universiti Islam Antarabangsa Malaysia (“IIUM”) dan Kementerian Pengajian Tinggi, Malaysia pada 2011, Kumpulan
telah memperoleh pembiayaan bernilai RM458.35 juta daripada sebuah konsortium bank pada 11 Julai 2012. Dengan pembiayaan
tersebut, anak syarikat milik penuh Kumpulan iaitu Peninsular Medical Sdn Bhd (“PMSB”) telah mencapai ‘financial close’ untuk
konsesi Hospital IIUM serta telah memulakan pembinaan kompleks hospital tersebut sepertimana yang telah diperuntukkan dalam
perjanjian konsesi. Hospital IIUM ini dijangka akan siap pada bulan Januari 2016 dan PMSB akan menerima pendapatan daripada
IIUM untuk jangka masa selama dua puluh satu tahun setengah.
Sepertimana yang telah dimaklumkan, tahun 2012 menyaksikan Kumpulan memperoleh satu lagi projek mercutanda yang akan
membantu Kumpulan menyumbang kepada perubahan latar langit Kuala Lumpur. Penganugerahan Projek Bangunan PNB memberi
peluang yang unik kepada Kumpulan untuk mempamerkan kemahiran dalam membina sebuah lagi ikon pencakar langit yang
kompleks.
Projek Bangunan PNB melibatkan perobohon podium bangunan sediada; pembinaan 6 aras besmen tempat letak kereta; pembinaan
menara hotel yang baru setinggi 50 tingkat; pembinaan podium belakang baru yang menempatkan tempat letak kereta, substesen
janakuasa baru dan kemudahan-kemudahan hotel; kesemuanya disambungkan kepada menara pejabat setinggi 35 tingkat, yang
mana akan dibaikpulih.
Projek Bangunan PNB akan memberi cabaran-cabaran unik

termasuk kawasan terbatas, besmen yang dalam dan pencakar-
pencakar langit berhampiran. Namun begitu kami amat mengalu-
alukan cabaran tersebut kerana ini akan memberikan Kumpulan
pengalaman dan bukti kelayakan untuk membida dan menjalankan
projek-projek seperti ini pada masa hadapan. Projek Bangunan
PNB ini bernilai RM673 juta dan cadangan tarikh siap ialah pada
28 Oktober 2017.
Satu lagi kemenangan penting untuk Kumpulan dalam tahun 2012

adalah Pakej S6 untuk Projek KVMRT. Projek ini bernilai RM174.6
juta dan merupakan sebahagian daripada Pakej V6 KVMRT yang
telah diperoleh oleh Kumpulan pada Januari 2012. Pakej S6 51
melibatkan pembinaan dan penyiapan stesen-stesen serta kerja-
kerja berkaitan di Taman Suntex, Taman Cuepacs dan Bandar Tun
Hussien Onn di Kuala Lumpur.

Akhir kata, dengan sukacitanya saya maklumkan kepada para pemegang saham bahawa Kumpulan telah memeterai perjanjian
konsesi (“CA”) dengan Kerajaan Malaysia menerusi Kementerian Kerja Raya pada 13 Februari 2013 bagi cadangan rekabentuk,
bina, siap, operasi, pengurusan dan penyelenggaraan East Klang Valley Expressway (“EKVE”).
Pemeteraian CA untuk Projek EKVE adalah kemuncak bagi kerja keras selama 6 tahun dalam mencadang dan merekabentuk
sesuatu yang dijanjikan akan menjadi arteri ‘urban’ penting pada masa hadapan. Kumpulan telah menyertai bidaan terpilih untuk
Projek EKVE pada tahun 2007 di mana ia telah memperoleh kejayaan dengan memajukan cadangan yang menambat perhatian
serta memenuhi keperluan-keperluan yang telah ditetapkan oleh Kerajaan Malaysia menerusi Lembaga Lebuhraya Malaysia
meskipun dalam persaingan yang mantap.
Jarak Lebuhraya EKVE adalah sejauh 36km dari Sungai Long,

berdekatan Kajang, ke Jalan Lingkaran Tengah 2 (“MRR2”) di
Kampung Pasir / Ukay Perdana. Ia akan mempunyai 5 persimpangan
di sepanjang jajaran dan memberi jalan alternatif kepada para
pengguna di sepanjang bahagian timur Greater Kuala Lumpur.
Ketika ini, hanya terdapat satu pilihan kepada para penduduk dan
para pekerja yang tinggal atau bekerja di sepanjang koridor Melawati,
Ampang dan Pandan, iaitu MRR2. Setiap hari, para pengguna MRR2
terpaksa mengalami kesesakan dan kelewatan yang hanya akan
menjadi lebih teruk apabila bandaraya Kuala Lumpur dan Negara
berkembang dengan lebih pesat.
EKVE bukan hanya menyuraikan kesesakan di MRR2 tetapi juga memberi jalan alternatif kepada arteri ‘urban’ yang sesak menerusi
sambungan yang mengagumkan dengan jaringan jalanraya utama dalam Greater Kuala Lumpur.
Selain daripada manafaat-manafaat yang akan dibawa oleh EKVE kepada para pengguna jalanraya pada masa hadapan, Projek
EKVE juga akan membawa sempadan baru kepada Kumpulan AZRB. Pertama, dengan kos pembinaan berjumlah RM1.551 billion,
ia merupakan sebuah projek besar yang menjanjikan kelangsungan Bahagian Kejuruteraan dan Pembinaan kami untuk beberapa
tahun lagi. Kedua, ia menjanjikan hasil jangka panjang kepada Kumpulan serta membenarkan Kumpulan untuk mengurangkan
kebergantungan kepada Bahagian Kejuruteraan dan Pembinaan yang mana sumbangannya tertakluk kepada keadaan makro ekonomi
Negara. Bersama-sama dengan perniagaan-perniagaan lain dalam Kumpulan, konsesi lebuhraya ini akan meletakkan Kumpulan di
atas kedudukan yang lebih kuat dan kukuh untuk tahun-tahun yang akan datang.
Pembina yang Cemerlang, Kepelbagaian Perniagaan Dan Kerja Berkumpulan
Sementelahan kami membangun untuk masa hadapan, kami turut berbangga dengan kejayaan-kejayaan yang kami capai tetapi
pada masa yang sama, kami sedar akan keperluan untuk penambahbaikan berterusan bagi mensasarkan projek-projek yang lebih
besar dan baik. Menjadi pembina yang cemerlang adalah merupakan salah satu aspek dalam keseluruhan strategi masa hadapan
kami. Sejak beberapa tahun yang lalu, kami telah berusaha untuk mempelbagaikan pendapatan kami pada masa hadapan.
Perjanjian-perjanjian konsesi Hospital IIUM dan EKVE adalah sebahagian daripada strategi tersebut. Penglibatan kami dalam
perniagaan perladangan merupakan aspek lain dalam strategi yang sama. Namun begitu, Bahagian Perladangan masih lagi belum
membuahkan hasil sepertimana yang diharapkan oleh Kumpulan dan kami telah membuat beberapa perubahan sejak beberapa
52
bulan yang lalu bagi memastikan keberhasilan pada masa hadapan.
Kami telah merangka strategi jangka sederhana dan jangka panjang untuk bahagian ini, termasuk penanaman baru dan pertambahan
ladang. Ketika ini, kami sedang menyelesaikan peringkat akhir perjanjian pembiayaan dengan sebuah bank utama serantau bagi
membolehkan bahagian ini mencapai pelan strategi yang telah dirangka. Kami berharap akan dapat memaklumkan kepada para
pemegang saham setelah selesainya perjanjian pembiayaan tersebut.

Sepertimana kebanyakan organisasi lain yang berjaya, kejayaan Kumpulan bergantung kepada banyak faktor terutamanya tenaga
kerja kami yang setia dan berdedikasi. Bersempena dengan perayaan 30 tahun, kami telah mengadakan ‘Staff Retreat and Annual
Dinner’ atau ‘STRAND’ di Bukit Gambang Resort City. STRAND mencakupi aktiviti-aktiviti berpasukan, sesi ‘town hall’ dan makan
malam tahunan bertema dengan persembahan oleh pihak pengurusan dan kakitangan. Secara keseluruhannya, acara ini amat
berjaya. Saya amat berpuas hati melihat para pengarah, pihak pengurusan dan kakitangan bermesra antara satu sama lain dan
memperakui secara bersama bahawa kami adalah satu pasukan. Apa yang lebih baik untuk dilihat adalah semangat setiakawan
dan berpasukan yang telah diterapkan dalam padang di Bukit Gambang di bawa bersama ke tempat kerja. Berdasarkan kepada
kejayaan ini, saya ingin menggalakkan agar pihak pengurusan mempertimbangkan acara-acara seperti ini pada masa akan datang
untuk menyatukan dan menaikkan moral serta semangat kesemua ahli keluarga AZRB.
Lawatan Diraja Sebagai Tanda Permulaan Baru Dan Kemakmuran Yang Lebih Besar
Bagi Kumpulan, tahun 2012 mencapai kemuncaknya apabila kami berpindah ke ibupejabat kami
yang dibanggakan iaitu Menara AZRB. Saya pasti bahawa sebagai wakil kepada semua dalam
Kumpulan, perpindahan ini sudah lama ditunggu dan merupakan penantian yang amat bernilai.
Perasaan bangga terpancar pada setiap wajah yang saya tatap begitu juga dengan perasaan kagum
oleh para pelawat. Ia sememangnya satu dunia yang amat berbeza berbanding dengan premis
kami yang sebelumnya. Pihak Lembaga dan saya ingin sekali lagi merakamkan ucapan terima kasih
kepada KDYTM Tengku Mahkota Pahang, Tengku Abdullah Al-Haj Ibni Sultan Haji Ahmad Shah Al-
Musta’in Billah kerana telah sudi bercemar duli untuk merasmikan Menara AZRB pada 4 Februari
2013. Kami rasa amat terhormat dengan lawatan Ke Bawah Duli Yang Teramat Mulia Tuanku ke
pejabat kami dan ia semestinya akan sentiasa diingati sebagai acara yang penuh bermakna untuk
tahun-tahun yang akan datang.
Perpindahan ke Menara AZRB yang baru menandakan permulaan baru kepada Kumpulan. Kami
berharap agar Menara AZRB akan memberi inspirasi dan menggerakkan kami ke arah kemakmuran
dan masa hadapan yang lebih baik. Menara AZRB akan mencabar kami untuk menghayati
simboliknya tetapi cabaran tersebut telah kami terima dan hayati.
Penghargaan
Bagi pihak Lembaga, saya menyampaikan penghargaan dan ucapan terima kasih kepada para pemegang saham, agensi-agensi
kerajaan yang berkaitan, pelanggan, perunding, ahli kewangan, kontraktor, pembekal dan rakan niaga yang telah menyumbang
kepada kejayaan kami serta sokongan dan keyakinan mereka yang berterusan kepada Kumpulan AZRB.
Saya juga merakamkan ucapan terima kasih kepada semua kakitangan kumpulan AZRB dan anak syarikatnya atas dedikasi dan
komitmen mereka untuk Kumpulan.
Akhir kata, saya mengucapkan terima kasih kepada ahli-ahli Lembaga di atas nasihat, panduan dan sumbangan berharga yang
telah mereka berikan.
53
RAJA DATO’ SERI AMAN BIN RAJA HAJI AHMAD
Pengerusi

Review of
OPERATIONS
The year 2012 marked another successful year for the Group particularly for the
Engineering and Construction (“E&C”) Division. The E&C Division managed
to secure a number of notable projects during the year namely the
Klang Valley Mass Rapid Transit (“KVMRT”) Project, awarded by
Mass Rapid Transit Corporation Sdn Bhd (“MRT Corp”) and
the PNB Building Project to develop a 50 storey hotel
tower and refurbish the existing 35 storey office tower,
previously known as Bangunan MAS, on Lot 1194,
Jalan Sultan Ismail, Kuala Lumpur awarded by
Permodalan Nasional Berhad (“PNB”).
Together, these projects have boosted
our order book above the
RM2 billion ringgit mark.
54

Review of Operations (cont’d)
ENGINEERING AND CONSTRUCTION DIVISION
The E&C Division continued to be the major contributor to the

Group’s results by recording revenue of RM597 million [2011:
RM443.5 million]; an improvement of 35% over the previous year.
The profit before tax also increased to RM42.8 million [2011:
RM16.5 million] backed by the higher revenue during the year.
In 2012, landmark projects secured by the Group; namely the

KVMRT Packages V6 and S6 as well as the PNB Building Project
with a combined contract value worth RM1.4 billion, are expected
to contribute positively to the Group for years to come. With the
Groups’ continued participation in tenders of high impact and large
scale projects, both in public and private sectors, the E&C Division
is in a prime position to take advantage of Malaysia’s continued
economic growth and its aspirations to become a fully developed
nation by the year 2020.
Furthermore, in 13 February 2013, the Group inked the concession agreement with the Government Malaysia, via the Ministry of
Works, for the proposed design, construction, completion, operation, management and maintenance of the East Klang Valley
Expressway (”EKVE”). EKVE entails the building and operation of an expressway totalling 36km along the eastern corridor of
Klang Valley from Sungai Long in Kajang to Ukay Perdana in Ampang. The building of the expressway will be spearheaded by
the E&C Division, which should keep the Division busy over the next few years.
55

The existing ongoing contracts include:
Balance of
Contract Value Contract Value
No. Project Name (as at 30 April 2013) Type of Work (RM’ million) (RM’ million)
1. KVMRT Package V6 & S6 Infrastructure – Viaduct / 765 708

Building – Stations
2. PNB Hotel & Office Towers, Jalan Sultan Ismail Building – High Rise 673 662
Hotel and Office
3. IIUM Teaching Hospital, Kuantan Building – Hospital 413 369
4. Kompleks Kerja Raya 2, Kuala Lumpur Building – Highrise office 309 77
5. University Darul Iman Malaysia (“UDM”), Besut Building – Campus 225 38
6. East Coast Expressway - Package 2 Infrastructure – Roads 145 106
7. Public Housing Scheme, Chabang Tiga, Building – Highrise 125 27

Kuala Terengganu residential
8. Maternity Hospital, Kuala Terengganu Building – Hospital 115 9
OIL & GAS DIVISION
The Oil & Gas Division improved its revenue and profit before tax results for the
year 2012 compared to the previous year. For 2012, revenue was RM69.5 million,
an increased of 28.7% from the RM54 million recorded in 2011. The Division
continues to contribute significantly to the bottom line of the Group. Profit before
tax contribution was RM20.3 million [2011: RM19.5 million].
The performance of the Division was a result of higher volume of diesel sales as
well as throughput direct bunkering activities.
The market remains positive by virtue of the increased activities in the oil and gas fields on the east coast of Peninsular Malaysia.
Furthermore, the continuing implementation of Economic Transformation Programme (“ETP”) has given rise to additional
opportunities in Malaysia’s oil and gas sector, which is expected to carry over to the next financial year and beyond.
56
PLANTATION DIVISION
The Division contributed revenue of RM2.5 million and a loss before taxation of RM12.4 million. This was expected due to
most of the planted areas still being in the early part of its maturity cycle. We are confident that the contributions from this
Division will improve over the next few years as the trees become more mature.

Going forward the Group has plans to more than double the size of the planted area
from the present area of approximately 5,000 ha. The plan also includes the building
of a mill to produce our own crude palm oil, which will further enhance the value
chain of the Division in the future. Presently, the Group is in the midst of finalising a
financing agreement with a major regional bank to help the Division realise its plans for
the future.
The Division will continue to implement various measures to increase productivity via
adopting high quality estate management practices that encompasses good manpower
management and focusing on operational efficiency. In addition, the Group is committed
to adopt sustainable best practice in oil palm plantations to be environmentally responsible
for future generations. Together with the plans currently being put in place, the Group
believes that the Division will be a significant contributor to the Group’s results in the
years ahead.
PROPERTY DEVELOPMENT DIVISION
The Group, via its subsidiary, Kemaman Technology & Industrial Park Sdn Bhd
(“KTIP”) has continued to develop Paka Industrial Park in Terengganu as the
preferred choice for local and international oil & gas and petrochemical companies
to set up their offices and facilities.
In 2012, revenue for the Property Development Division saw a decrease of 36% from RM9 million in 2011 to RM5.6 million
in 2012. In tandem with the lower revenue, profit before tax also decreased to RM1.3 million [2011: RM3 million]. The
revenue is expected to bounce back in 2013 with the completion of the current phases that were launched in 2011.
We opine that this Division will give sizeable contribution to the Group’s results with the increase in housing demand in the
future. Aside from the present Paka Industrial Park, the Group is actively looking at other opportunities for the Division to embark
on. We believe that this Division can be developed into a major Division of the Group, that is synergistic with the current core
expertise of the Group.
OTHER BUSINESSES AND DEVELOPMENTS
As stated earlier, the Group had, on 13 February 2013, entered into a 50 year Concession Agreement (“CA”) with the
Government of Malaysia for the development of the East Klang Valley Expressway (“EKVE”) via the Build, Operate and Transfer
(“BOT”) model. The CA entails the design and construction of an expressway totalling 36km starting from the SILK Highway
at Sungai Long, Kajang to the Middle Ring Road 2 interchange at Ukay Perdana. Following the completion of EKVE, the CA
shall give the G roup the right to operate and maintain the expressway for the remaining period of the concession. The Group’s 57
wholly owned subsidiary, EKVE Sdn Bhd shall be fully responsible in the management and operation of EKVE.
The Group will be working hard over the next few months to secure and finalise the financial close for the project. The Group
believes that with this concession in hand, the Group will break new frontiers and secure itself an exciting future ahead. The
Group is continuously on the lookout for opportunities that will not only enhance the Group’s earnings potential but also bring
about better value to all our shareholders.

Calendar of
EVENTS
CORPORATE EVENTS
Staff Gathering at IIUM Teaching Hospital’s Project Office
28 January 2012
Media Briefing on Klang Valley Mass Rapid Transit (“KVMRT”) Project

9 March 2012
Stakeholder Engagement for KVMRT V6 Project with JKKK Kg. Sg. Raya, Batu 9, Cheras
12 May 2012
58

Calendar of Events (cont’d)
Ceremony to Mark The Completion of The Final Topping Up Work For ‘Kompleks Kerja Raya 2’
14 May 2012
AZRB 15th Annual General Meeting

19 June 2012
Signing Ceremony of the Agreement on The Hospital Facilities Management Services For IIUM Teaching Hospital
Between Peninsular Medical Sdn Bhd and Advance Pact Sdn Bhd
16 July 2012
59

CORPORATE EVENTS
AZRB Staff Breaking Fast 2012 at The Royale Chulan Kuala Lumpur
9 August 2012
AZRB Hari Raya Open House 2012 at Saloma Bistro Kuala Lumpur
9 September 2012
Launching of Intergrated Management System

12 October 2012
60

First Day Gathering at Menara AZRB

3 December 2012
Ceremony to Mark The Laying of The Foundation Stone of the IIUM Teaching Hospital, Kuantan, Pahang
12 December 2012
Directors & Management Retreat 2012 at Sutera Habour, Kota Kinabalu, Sabah
22-24 December 2012
61

CORPORATE SOCIAL RESPONSIBILITIES (“CSR”) EVENTS

‘Baju Raya’ Shopping with the orphanages
11 August 2012
Tuition Class with the children of Rumah Baitul Ummah

11 August 2012
Breaking Fast with the Children of Rumah Silaturrahim Nurul Qanaah

13 August 2012
62

Breaking Fast with the Children of Rumah Baitul Ummah

14 August 2012
AZRB RECREATIONAL & SPORTS CLUB EVENTS

Walk with Kelab Sukan & Rekreasi (“KSR”)
7 July 2012
Staff Retreat & Annual Dinner

2-3 November 2012
63

AZRB RECREATIONAL & SPORTS CLUB EVENTS

Mount Kinabalu Expedition (22-25 June 2012)
64

FINANCIAL
STATEMENTS
66 Directors’ Report
72 Statements of Financial Position
74 Statements of Profit or Loss and
other Comprehensive Income
76 Statements of Changes in Equity
79 Statements of Cash Flows
82 Notes to the Financial Statements
166 Statement by Directors
166 Statutory Declaration
167 Independent Auditors’ Report
Directors’
REPORT
For the year ended 31 December 2012
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 2012.
Principal activities
The Company is principally engaged in investment holding, providing management services and as contractors of
civil and structural works, whilst the principal activities of the subsidiaries are as stated in Note 10 to the financial
statements. There have been no significant changes in the nature of these activities during the financial year.
Results
Group Company
RM RM
Profit for the year attributable to:

Owners of the Company 18,678,564 10,391,260
Non-controlling interests (91,485) –
18,587,079 10,391,260
Reserves and provisions
There were no material transfers to or from reserves and provisions during the financial year under review except as
disclosed in the financial statements.
Dividend
No dividend was paid during the financial year and the Directors do not recommend the payment of any dividend
for the financial year under review.
Directors of the Company
Directors who served since the date of the last report are:
Raja Dato’ Seri Aman bin Raja Haji Ahmad

Dato’ Sri Haji Wan Zaki bin Haji Wan Muda
66 Dato’ Wan Zakariah bin Haji Wan Muda
Dato’ Haji Mustaffa bin Mohamad
Dato’ W Zulkifli bin Haji W Muda
Datuk (Prof.) A Rahman @ Omar bin Abdullah
Dato’ Haji Ismail @ Mansor bin Said
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng

Directors’ Report (cont’d)
Directors’ interests in shares
The interests and deemed interests in the ordinary shares 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:
Number of ordinary shares of RM0.50 each

At At
1.1.2012 Bought (Sold) 31.12.2012
Direct interest in the Company:

Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 2,066,760 – – 2,066,760
Dato’ Wan Zakariah bin Haji Wan Muda 2,101,096 – – 2,101,096
Dato’ Haji Mustaffa bin Mohamad 2,177,148 – (240,000) 1,937,148
Dato’ W Zulkifli bin Haji W Muda 2,552,696 90,000 – 2,642,696
Datuk (Prof.) A Rahman @ Omar Bin Abdullah 1,200,000 – – 1,200,000
Dato’ Haji Ismail @ Mansor bin Said 102 – – 102
Indirect interest in the Company:

Dato’ Sri Haji Wan Zaki bin Haji Wan Muda* 163,061,136 – – 163,061,136
Dato’ Haji Mustaffa bin Mohamad** 1,050,000 – – 1,050,000
Dato’ Haji Ismail @ Mansor bin Said** 10,000 – – 10,000
Number of ordinary shares of RM1.00 each

At At
1.1.2012 Bought (Sold) 31.12.2012
Direct interest in the ultimate holding company:

Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 500,001 – – 500,001
Dato’ Wan Zakariah bin Haji Wan Muda 100,000 – – 100,000
Dato’ W Zulkifli bin Haji W Muda 100,000 – – 100,000
* Shares held through Zaki Holdings (M) Sdn. Bhd.

** Shares held through person connected to the Director
By virtue of his interests in the shares of the ultimate holding company, Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 67
is also deemed to have an interest in the shares of the Company and its subsidiaries during the financial year to the
extent that the Company has an interest.
None of the other Directors holding office at 31 December 2012 had any interest in the ordinary shares of the
Company and of its related corporations during the financial year.

Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to
receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and
receivable by Directors as shown in the financial statements of the Company or of related corporations) by
reason of a contract made by the Company or a related corporation with the Director or with a firm of which the
Director is a member, or with a company in which the Director has a substantial financial interest, other than certain
Directors who have significant financial interests in companies which traded with certain companies in the Group in
the ordinary course of business as disclosed in Note 38 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 apart from the Employees Share Option Scheme.
Issue of shares and debentures
During the financial year, the Company issued 178,747 new ordinary shares of RM0.50 each for cash arising from
the exercise of employees’ share options at a weighted average exercise price of RM0.56 per ordinary share.
There were no other changes in the authorised, issued and paid-up capital of the Company during the financial year.
There were no debentures issued during the financial year.
Options granted over unissued shares
No options were granted to any person to take up unissued shares of the Company during the financial year apart
from the issue of options pursuant to the Employees Share Option Scheme (“ESOS”).
At the Annual General Meeting and Extraordinary General Meeting held on 20 June 2002 and 21 November
2007 respectively, the Company’s shareholders approved the establishment of an ESOS and the subsequent
amendments to the ESOS to eligible Directors and employees of the Group. The ESOS was in force for a duration
of ten (10) years from 26 July 2002 and expired on 25 July 2012.
The salient features of the ESOS were inter-alia as follows:
(a) eligible persons are full time employees with confirmed employment within the Group (including executive
Directors of the Group and non-executive Directors of the Company) other than a company which is dormant.
The Date of Offer is the date when an offer in writing is made to eligible employees to participate in the ESOS.
The eligibility for participation in the ESOS shall be at the discretion of the Option Committee appointed by
the Board of Directors;
68
(b) the number of ordinary shares of RM0.50 each in the Company (“AZRB Shares”) allocated, in the aggregate,
to the Directors and senior management of the Group shall not exceed fifty percent (50%) of the total AZRB
Shares available under the ESOS;

Options granted over unissued shares (continued)
(c) the aggregate number of shares to be allocated and issued under the ESOS shall not exceed fifteen percent
(15%) of the total enlarged issued and paid-up ordinary share capital of the Company at the time of the offer
or at any per centum in accordance with any guidelines, rules and regulations of the relevant authorities
governing the ESOS during the existence of the ESOS;
(d) the exercise price for each share shall be set at a discount of not more than ten percent (10%) from the
weighted average market price of the AZRB Shares as shown in the Daily Official List of Bursa Malaysia for
the five (5) Market Days immediately proceeding the Date of Offer;
(e) the number of AZRB Shares allocated to any individual Director or employee who either singly or collectively
through persons connected holds twenty percent (20%) or more in the issued and paid-up capital of the
Company shall not exceed ten percent (10%) of the total AZRB Shares available under the ESOS; and
(f) new shares issued under the ESOS shall rank pari passu in all respect with the existing ordinary shares
save and except that the new shares shall not be entitled to any dividends, rights, allotments and/or other
distributions, the entitlement date of which precedes the date of the allotment of the new shares.
On 14 December 2007, the Company adjusted the exercise price and the number of share options pursuant to the
sub-division of every 1 existing ordinary share of RM1.00 each into 2 ordinary shares of RM0.50 each.
During the financial year, the number of ESOS options exercised and lapsed is as follows:
Number of options over ordinary shares of RM0.50 each

Exercise At At
Date of offer price 1.1.2012 Granted (Exercised) (Lapsed) 31.12.2012
26 July 2002 RM0.56 320,173 – (178,747) (141,426) –
ESOS options lapsed due to expiry of ESOS on 25 July 2012.
Treasury shares
There was no repurchase of Company’s shares during the financial year under review.
As at 31 December 2012, the Company held as treasury shares a total of 1,478,100 of its 276,942,189 issued and
paid-up ordinary shares. Such treasury shares are held at carrying amount of RM1,025,787 and further relevant
details are disclosed in Note 19 to the financial statements.
69

Other statutory information
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable
steps to ascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business have been written
down to an amount which they might be expected so to realise.
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 provision 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.
At the date of this report, there does not exist:
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, the financial performance of the Group and of the Company for the financial year
ended 31 December 2012 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.
70
Significant events during the year
Significant events during the year are disclosed in Note 40 to the financial statements.

Subsequent events after the year end
Subsequent events after the year end are disclosed in Note 41 to the financial statements.
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 KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Raja Dato’ Seri Aman bin Raja Haji Ahmad Dato’ Wan Zakariah bin Haji Wan Muda
Kuala Lumpur
Date: 26 April 2013
71

Statements of
FINANCIAL POSITION
As at 31 December 2012
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Assets
Property, plant and equipment 3 86,113,177 64,655,721 2,413,563 2,256,325

Prepaid lease payments 4 9,190,342 9,904,474 – –
Land held for development 5 8,657,433 – – –
Biological assets 6 125,585,877 120,766,265 – –
Investment property 7 18,000,000 18,500,000 – –
Intangible assets 8 5,002,546 – – –
Goodwill 9 3,747,557 3,744,605 – –
Investments in subsidiaries 10 – – 97,536,689 82,461,179
Investments in associates 11 159,115 160,656 – –
Interests in joint ventures 12 (288,352) (288,352) – –
Available-for-sale investments 13 115,500 115,500 68,000 68,000
Deferred tax assets 21 2,976,412 – – –
Trade and other receivables 14 8,722,322 – – –
Total non-current assets 267,981,929 217,558,869 100,018,252 84,785,504
Inventories 15 14,654,961 9,951,810 – –

Property development costs 16 8,823,623 6,279,038 – –
Current tax assets 4,899,797 5,843,289 11,117,852 5,132,787
Trade and other receivables 14 330,080,809 309,099,188 247,897,181 215,753,787
Cash and cash equivalents 17 98,101,075 116,196,724 3,995,049 13,598,492
Total current assets 456,560,265 447,370,049 263,010,082 234,485,066
Total assets 724,542,194 664,928,918 363,028,334 319,270,570
72

Statements of Financial Position (cont’d)
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Equity
Share capital 18 138,471,095 138,381,722 138,471,095 138,381,722

Reserves 19 69,232,762 52,991,448 (62,250,938) (72,733,650)
Equity attributable to owners of the
Company 207,703,857 191,373,170 76,220,157 65,648,072
Non-controlling interests 5,345,872 5,903,135 – –
Total equity 213,049,729 197,276,305 76,220,157 65,648,072
Liabilities
Loans and borrowings 20 145,959,332 107,138,275 1,414,774 1,344,174

Deferred tax liabilities 21 13,460,425 8,014,475 4,613,348 4,546,169
Total non-current liabilities 159,419,757 115,152,750 6,028,122 5,890,343
Loans and borrowings 20 39,484,173 46,325,406 608,583 568,740

Trade and other payables 22 304,052,901 301,087,583 280,171,472 247,163,415
Current tax liabilities 8,535,634 5,086,874 – –
Total current liabilities 352,072,708 352,499,863 280,780,055 247,732,155
Total liabilities 511,492,465 467,652,613 286,808,177 253,622,498
Total equity and liabilities 724,542,194 664,928,918 363,028,334 319,270,570
73
The notes on pages 82 to 164 are an integral part of these financial statements.

Statements of Profit or Loss and other
COMPREHENSIVE INCOME
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Revenue 23 674,649,586 534,867,574 31,099,167 56,733,079

Cost of sales 24 (575,885,215) (453,653,423) (3,574,448) (25,328,466)
Gross profit 98,764,371 81,214,151 27,524,719 31,404,613
Other operating income 1,027,038 1,042,160 52,000 –
Administrative expenses (43,086,796) (44,187,022) (11,492,089) (11,680,469)
Other operating expenses (7,345,899) (5,243,153) (787,337) (139,306)
Results from operating activities 49,358,714 32,826,136 15,297,293 19,584,838
Finance income 25 1,946,763 2,728,088 84,451 283,700
Finance costs 26 (13,529,167) (11,123,376) (4,739,096) (7,054,876)
Net finance costs (11,582,404) (8,395,288) (4,654,645) (6,771,176)
Share of loss of equity-accounted
investees, net of tax (1,541) (2,044) – –
Profit before tax 27 37,774,769 24,428,804 10,642,648 12,813,662
Income tax expense 29 (19,187,690) (11,821,103) (251,388) (6,704,635)
Profit for the year 18,587,079 12,607,701 10,391,260 6,109,027
Other comprehensive income, net of tax

Items that may be reclassified
subsequently to profit or loss
Foreign currency translation differences
for foreign operations (2,488,778) 3,182,211 80,726 181,522
Total other comprehensive (loss)/
income for the year (2,488,778) 3,182,211 80,726 181,522
Total comprehensive income for the year 16,098,301 15,789,912 10,471,986 6,290,549
74

Statements of Profit or Loss and other Comprehensive Income (cont’d)
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Profit attributable to:

Owners of the Company 18,678,564 11,859,790 10,391,260 6,109,027
Non-controlling interests (91,485) 747,911 – –
Total comprehensive income

attributable to:
Owners of the Company 16,230,588 15,041,488 10,471,986 6,290,549
Non-controlling interests (132,287) 748,424 – –
Total comprehensive income for the year 16,098,301 15,789,912 10,471,986 6,290,549
Basic earnings per ordinary share (sen) 30 6.75 4.29
Diluted earnings per ordinary share (sen) 30 – 4.28
75

76
Attributable to owners of the Company
Non-distributable Distributable
Foreign
exchange Non-
Share Share Capital translation Treasury Retained controlling Total
Note capital premium reserve reserve shares earnings Total interests equity
Statements of
RM RM RM RM RM RM RM RM RM
Group
CHANGES
At 1 January 2011 138,347,702 9,828 – (2,015,812) (1,025,787) 46,139,259 181,455,190 5,154,711 186,609,901
Foreign currency translation
differences for foreign
operations – – – 3,181,698 – – 3,181,698 513 3,182,211
Total other comprehensive

income for the year – – – 3,181,698 – – 3,181,698 513 3,182,211
Profit for the year – – – – – 11,859,790 11,859,790 747,911 12,607,701
for the year – – – 3,181,698 – 11,859,790 15,041,488 748,424 15,789,912
IN EQUITY
Share-based payment
transactions 34,020 – – – – – 34,020 – 34,020
Dividends to owners of the
Company 31 – – – – – (5,161,610) (5,161,610) – (5,161,610)
Total contribution from/
distribution to owners of
the Company 34,020 – – – – (5,161,610) (5,127,590) – (5,127,590)
Transfer to share premium
for share options exercised – 4,082 – – – – 4,082 – 4,082

At 31 December 2011 138,381,722 13,910 – 1,165,886 (1,025,787) 52,837,439 191,373,170 5,903,135 197,276,305
Non-distributable Distributable
Foreign
exchange Non-
Share Share Capital translation Treasury Retained controlling Total
Note capital premium reserve reserve shares earnings Total interests equity
RM RM RM RM RM RM RM RM RM
Group
At 1 January 2012 138,381,722 13,910 – 1,165,886 (1,025,787) 52,837,439 191,373,170 5,903,135 197,276,305
differences for foreign
operations – – – (2,447,976) – – (2,447,976) (40,802) (2,488,778)
Total other comprehensive
loss for the year – – – (2,447,976) – – (2,447,976) (40,802) (2,488,778)
Profit for the year – – – – – 18,678,564 18,678,564 (91,485) 18,587,079
for the year – – – (2,447,976) – 18,678,564 16,230,588 (132,287) 16,098,301
Changes in ownership interests
in subsidiaries – – – – – – – 149,224 149,224
Dividend paid by subsidiary – – – – – – – (574,200) (574,200)
Total transactions with non
controlling interests – – – – – – – (424,976) (424,976)
Share-based payment
transactions 89,373 – – – – – 89,373 – 89,373
Total contribution from/

distribution to owners of
the Company 89,373 – – – – – 89,373 – 89,373
Transfer to share premium for
share options exercised – 10,726 – – – – 10,726 – 10,726
At 31 December 2012 138,471,095 24,636 – (1,282,090) (1,025,787) 71,516,003 207,703,857 5,345,872 213,049,729
Statements of Changes in Equity (cont’d)
77
Statements of Changes in Equity (cont’d)

Non-distributable
Foreign
exchange
Share Share translation Treasury (Accumulated Total
Capital premium reserve shares losses) equity
Note RM RM RM RM RM RM
Company
At 1 January 2011 138,347,702 9,828 56,479 (1,025,787) (72,907,191) 64,481,031

differences for foreign operations – – 181,522 – – 181,522
Total other comprehensive income
for the year – – 181,522 – – 181,522
Profit for the year – – – – 6,109,027 6,109,027
for the year – – 181,522 – 6,109,027 6,290,549
Share-based payment transactions 34,020 – – – – 34,020
Dividends to owners of the Company 31 – – – – (5,161,610) (5,161,610)
Total contribution from/distribution
to owners of the Company 34,020 – – – (5,161,610) (5,127,590)
share options exercised – 4,082 – – – 4,082
At 31 December 2011/1 January 2012 138,381,722 13,910 238,001 (1,025,787) (71,959,774) 65,648,072
Foreign currency translation differences
for foreign operations – – 80,726 – – 80,726
Total other comprehensive income
for the year – – 80,726 – – 80,726
Profit for the year – – – – 10,391,260 10,391,260
for the year – – 80,726 – 10,391,260 10,471,986
Share-based payment transactions 89,373 – – – – 89,373
Total contribution from/distribution
to owners of the Company 89,373 – – – – 89,373
78 share options exercised – 10,726 – – – 10,726
At 31 December 2012 138,471,095 24,636 318,727 (1,025,787) (61,568,514) 76,220,157

Statements of
CASH FLOWS
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Cash flows from operating activities

Profit before tax 37,774,769 24,428,804 10,642,648 12,813,662
Adjustments for:-
Amortisation of prepaid lease payments 205,540 6,945 – –
Depreciation of property, plant and
equipment 9,913,158 8,590,697 762,653 795,821
Amortisation of biological assets 5,349,434 492,871 – –
Bad debts written off 26,733 1,755,835 – –
Property, plant and equipment written off 10,845 – – –
Interest expense 26 9,385,557 8,726,665 4,738,407 7,054,876
Loss/(Gain) on foreign exchange -
unrealised 411,834 (23,285) 411,848 (24,592)
Change in fair value of investment
property 500,000 – – –
Dividend income (3,900) – (25,000,110) (28,000,120)
(Gain)/Loss on disposal of property,
plant and equipment - net (423,317) (1,027,495) (52,000) 21,680
Interest income 25 (1,946,763) (2,728,088) (84,451) (283,700)
Share of loss of equity-accounted
investees, net of tax 1,541 2,044 – –
Operating profit/(loss) before working

capital changes 61,205,431 40,224,993 (8,581,005) (7,622,373)
Changes in working capital:
Increase in inventories (4,703,151) (3,449,005) – –
(Increase)/Decrease in amount due from
contract customers (29,576,587) (34,618,608) (3,897,907) 1,489,025
Increase in property development
expenditures (2,544,585) (1,150,489) – –
Increase in intangible asset (5,002,546) – – –
Decrease in amount due to contract
customers (2,089,640) (15,470,441) – –
(Increase)/Decrease in trade and other 79
receivables (89,452) 5,072,553 9,203,753 (2,878,292)
Increase in trade and other payables 3,832,613 6,119,690 40,896 2,450,475
Cash generated from/(used in) operations 21,032,083 (3,271,307) (3,234,263) (6,561,165)

Statements of Cash Flows (cont’d)
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Cash generated from/(used in) operations

(cont’d) 21,032,083 (3,271,307) (3,234,263) (6,561,165)
Interest paid (8,632,807) (9,969,869) (4,738,407) (8,376,016)
Interest received 1,613,139 2,852,808 81,409 408,420
Income tax paid (12,476,696) (12,976,174) (6,169,274) (6,729,975)
Net cash from/(used in) operating activities 1,535,719 (23,364,542) (14,060,535) (21,258,736)
Cash flows from investing activities

Effect of acquisition of subsidiaries,
net of cash received 39 150,489 – (350,512) (275,000)
Proceeds from disposal of investment in
associate – 51,541,043 – 51,541,043
Dividend received 3,900 – – 28,000,120
New planting expenditure incurred (9,907,216) (14,199,782) – –
Purchase of land held for development 5 (8,657,433) – – –
Increase of investments in subsidiaries 10 – – (14,724,998) –
Proceeds from disposal of property,
plant and equipment 484,662 3,202,968 52,000 120,000
Acquisition of property, plant and
equipment (i) (26,438,551) (17,600,461) (219,926) (29,936)
Net cash (used in)/from investing activities (44,364,149) 22,943,768 (15,243,436) 79,356,227
Cash flows from financing activities

(Repayments to)/Advances from
holding company (241,686) (160,024) 1,276 (25,364)
Advances from/(Repayments to) affiliated
companies 181,419 851 24 (12)
Advances from subsidiaries – – 20,107,917 36,782,806
Decrease/(Increase) in pledged fixed
deposits 3,342,062 (5,766,059) (65,764) 36,674
Dividend paid 31 – (5,161,610) – (5,161,610)
Dividend paid by subsidiary (191,400) – – –
Repayments of finance lease liabilities (5,505,456) (5,187,741) (589,557) (668,160)
80 Proceeds from drawdown of loans and
borrowings 67,231,578 129,393,907 – –
Repayments of loans and borrowings (39,866,820) (133,470,962) – (80,020,000)
Proceeds from issuance of shares 100,099 38,102 100,099 38,102
Net cash from/(used in) financing
activities 25,049,796 (20,313,536) 19,553,995 (49,017,564)

Statements of Cash Flows (cont’d)
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Net (decrease)/increase in cash and cash

equivalents (17,778,634) (20,734,310) (9,749,976) 9,079,927
Effects of exchange rate fluctuations
on cash held (1,565,275) 2,932,157 80,769 181,717
Cash and cash equivalents at beginning
of the year 35,290,862 53,093,015 10,842,672 1,581,028
Cash and cash equivalents at end
of the year (ii) 15,946,953 35,290,862 1,173,465 10,842,672
(i) Acquisition of property, plant and equipment
During the financial year, the Group and the Company acquired property, plant and equipment with aggregate
costs of RM31,968,751 (2011: RM22,743,191) and RM919,926 (2011: RM269,936) respectively, which were
satisfied as follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
Finance lease liabilities 5,530,200 5,142,730 700,000 240,000

Cash payments 26,438,551 17,600,461 219,926 29,936
31,968,751 22,743,191 919,926 269,936
(ii) Cash and cash equivalents
Cash and cash equivalents included in the statements of cash flows comprise the following statements of
financial position amounts:
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Deposits placed with licensed banks 17 70,153,424 87,516,239 2,826,590 6,619,248

Cash and bank balances 17 27,947,651 28,680,485 1,168,459 6,979,244
98,101,075 116,196,724 3,995,049 13,598,492 81
Less: Bank overdrafts 20 (19,310,739) (14,720,417) – –
Pledged deposits 17 (62,843,383) (66,185,445) (2,821,584) (2,755,820)
15,946,953 35,290,862 1,173,465 10,842,672

Notes to the
FINANCIAL STATEMENTS
Ahmad Zaki Resources Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is
listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and
registered office of the Company are as follows:
Principal place of business

Menara AZRB
No. 71, Persiaran Jalan Gurney
54000 Kuala Lumpur
Registered office
Level 2, Tower 1, Avenue 5
Bangsar South City
59200 Kuala Lumpur
The consolidated financial statements of the Company as at and for the year ended 31 December 2012 comprise 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 jointly-controlled assets and operations. The financial statements of the
Company as at and for the year ended 31 December 2012 do not include other entities.
The Company is principally engaged in investment holding, providing management services and as contractors of
civil and structural works, whilst the principal activities of the subsidiaries are as stated in Note 10 to the financial
statements. There have been no significant changes in the nature of these activities during the financial year.
The Directors regard Zaki Holdings (M) Sdn. Bhd., a company incorporated and domiciled in Malaysia, as the
ultimate holding company of the Company.
These financial statements were authorised for issue by the Board of Directors on 26 April 2013.
1. Basis of preparation
(a) Statement of compliance
The financial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards (“FRSs”) and the requirements of the Companies Act, 1965 in Malaysia.
The Company has early adopted the amendments to FRS 101, Presentation of Financial Statements
which are effective for annual periods beginning on or after 1 July 2012. The early adoption of the
amendments to FRS 101 has no impact on the financial statements other than the presentation format
of the statements of profit or loss and other comprehensive income.
Malaysian Accounting Standards Board (“MASB”), in furtherance with its objective of converging the
82 accounting framework for entities other than private entities in Malaysia with International Financial
Reporting Standards, announced on 19 November 2011 the issuance of Malaysian Financial Reporting
Standards (“MFRSs”). Entities other than private entities shall apply the MFRS framework for annual
periods beginning on or after 1 January 2012, with the exception of entities subject to the application
of MFRS 141, Agriculture and/or IC Interpretation 15, Agreements for the Construction of Real Estate.

Notes to the Financial Statements (cont’d)
1. Basis of preparation (cont’d)
(a) Statement of compliance (cont’d)
An entity subject to the application of MFRS 141 and/or IC Interpretation 15, and the entity that
consolidates or equity accounts the first-mentioned entity, may continue to apply FRSs as their financial
reporting framework for annual reporting periods beginning on or after 1 January 2012. These entities,
also known as transitioning entities, shall comply with the MFRS framework for annual periods
beginning on or after 1 January 2014. The Group is a transitioning entity.
The following are accounting standards, amendments and interpretations that have been issued by the
MASB but have not been adopted as these are not yet effective for the Group and the Company:
FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013
• FRS 10, Consolidated Financial Statements

• FRS 11, Joint Arrangements
• FRS 12, Disclosure of Interests in Other Entities
• FRS 13, Fair Value Measurement
• FRS 119, Employee Benefits (2011)
• FRS 127, Separate Financial Statements (2011)
• FRS 128, Investments in Associates and Joint Ventures (2011)
• IC Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine
• Amendments to FRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets and
Financial Liabilities
• Amendments to FRS 1, First-time Adoption of Financial Reporting Standards – Government
Loans
• Amendments to FRS 1, First-time Adoption of Financial Reporting Standards (Annual
Improvements 2009-2011 Cycle)
• Amendments to FRS 101, Presentation of Financial Statements (Annual Improvements 2009-
2011 Cycle)
• Amendments to FRS 116, Property, Plant and Equipment (Annual Improvements 2009-2011
Cycle)
• Amendments to FRS 132, Financial Instruments: Presentation (Annual Improvements 2009-2011
Cycle)
• Amendments to FRS 134, Interim Financial Reporting (Annual Improvements 2009-2011 Cycle) 83
• Amendments to FRS 10, Consolidated Financial Statements: Transition Guidance
• Amendments to FRS 11, Joint Arrangements: Transition Guidance
• Amendments to FRS 12, Disclosure of Interests in Other Entities: Transition Guidance

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January
2014
• Amendments to FRS 10, Consolidated Financial Statements: Investment Entities

• Amendments to FRS 12, Disclosure of Interests in Other Entities: Investment Entities
• Amendments to FRS 127, Separate Financial Statements (2011): Investment Entities
• Amendments to FRS 132, Financial Instruments: Presentation – Offsetting Financial Assets and
Financial Liabilities
FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January
2015

• FRS 9, Financial Instruments (2009)
• FRS 9, Financial Instruments (2010)
• Amendments to FRS 7, Financial Instruments: Disclosures - Mandatory Date of FRS 9 and
Transition Disclosures
The Group and the Company will be migrating to the MFRS framework with effect from 1 January
2014 and will not be adopting the FRS standards, amendments and interpretations listed above that are
effective for annual periods beginning on or after 1 January 2014.
The Group plans to apply the abovementioned standards, amendments or that are effective for annual
periods beginning on 1 January 2013, except for IC Interpretation 20 which is not applicable to the
Group, from the annual period beginning on 1 January 2013.
Potential impacts of initial application of those FRS standard, an amendment or an interpretation,

which will be applied retrospectively, are discussed below:
(i) FRS 10, Consolidated Financial Statements
FRS 10 introduces a new single control model to determine which investees should be
consolidated. FRS 10 supersedes FRS 127, Consolidated and Separate Financial Statements and
IC Interpretation 112, Consolidation – Special Purpose Entities. There are three elements to the
definition of control in FRS 10: (i) power by investor over an investee, (ii) exposure, or rights, to
variable returns from investor’s involvement with the investee, and (iii) investor’s ability to affect
those returns through its power over the investee.
84

(ii) FRS 11, Joint Arrangements
FRS 11 establishes the principles for classification and accounting for joint arrangements and
supersedes FRS 131, Interests in Joint Ventures. Under FRS 11, a joint arrangement may be
classified as joint venture or joint operation. Interest in joint venture will be accounted for using
the equity method whilst interest in joint operation will be accounted for using the applicable
FRSs relating to the underlying assets, liabilities, income and expense items arising from the
joint operations.
(iii) Amendments to FRS 116, Property, Plant and Equipment (Annual Improvements 2009-2011 Cycle)
The amendments to FRS 116 clarify that items such as spare parts, stand-by equipment and
servicing equipment shall be recognised as property, plant and equipment when they meet the
definition of property, plant and equipment. Otherwise, such items are classified as inventory.
The Group is in the midst of assessing the potential impacts arising from the adoption of the aforesaid
standards and amendments.
The initial application of the other FRS standards, amendments and interpretations is not expected to
have any material financial impact on the financial statements of the Group.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis other than as disclosed in Note
2.
As at 31 December 2012, the Company’s current liabilities exceeded its current assets by
RM17,769,973 arising from amount due to subsidiaries. The Directors believe that the Group has the
ability to provide the necessary liquidity to enable the Company to meet its obligations as and when
they fall due.
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional
currency. All financial information is presented in RM unless otherwise stated.
(d) Use of estimates and judgements
The preparation of the financial statements in conformity with FRSs requires management to make 85
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.

(d) Use of estimates and judgements (cont’d)
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised and in any future periods
affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have significant effect on the amounts recognised in the financial statements other than
those disclosed in the following notes:
l Note 2(h)(ii) - valuation of investment property

l Note 2(n) - impairment of financial and other assets
l Note 2(r)(ii) - revenue
2. Significant accounting policies
The accounting policies set out below have been applied consistently to the periods presented in these
financial statements, and have been applied consistently by the Group entities. The accounting policies
adopted during the year are Notes 2(e)(i) As lessor, 2(f) and 2(i)(i).
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities, including unincorporated entities, controlled by the Group. 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
Group has the ability to exercise its power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. In assessing control, potential voting rights that
presently are exercisable are taken into account.
Investments in subsidiaries are measured in the Company’s statement of financial position at

cost less any impairment losses, unless the investment is 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.
(ii) Accounting for business combinations

86
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.
From 1 January 2011, the Group has applied FRS 3, Business Combinations (revised)
in accounting for business combinations. The change in accounting policy was applied
prospectively in accordance with the transitional provisions provided by the standard.

2. Significant accounting policies (cont’d)
(a) Basis of consolidation (cont’d)
(ii) Accounting for business combinations (cont’d)
Acquisitions on or after 1 January 2011
For acquisitions on or after 1 January 2011, the Group measures the cost of goodwill at the
acquisition date as:
l the fair value of the consideration transferred; plus
l the recognised amount of any non-controlling interests in the acquiree; plus
l if the business combination is achieved in stages, the fair value of the existing equity
interest in the acquiree; less
l 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.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in profit or loss.
Costs related to the acquisition, 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.
Any contingent consideration payable is recognised at fair value at the acquisition date. If
the contingent consideration is classified as equity, it is not remeasured and settlement is
accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent
consideration are recognised in profit or loss.
When share-based payment awards (replacement awards) are required to be exchanged for
awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then
all or a portion of the amount of the acquirer’s replacement awards is included in measuring
the consideration transferred in the business combination. This determination is based on the
market-based value of the replacement awards compared with the market-based value of the
acquiree’s awards and the extent to which the replacement awards relate to past and/or future
service. 87

(ii) Accounting for business combinations (cont’d)
Acquisitions between 1 January 2006 and 1 January 2011
For acquisitions between 1 January 2006 and 1 January 2011, goodwill represents the excess of
the cost of acquisition over the Group’s interest in the recognised amount (generally fair value)
of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess
was negative, a bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the
Group incurred in connection with business combinations were capitalised as part of the cost of
acquisition.
Acquisitions prior to 1 January 2006
For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the
acquisition over the Group’s interest in the fair values of the net identifiable assets and liabilities.
(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 equity-accounted 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.
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 investee.
Investments in associates are measured in the Company’s statement of financial position at cost
less any impairment losses unless it is classified as held for sale or distribution. The cost of the
investments includes transaction costs.
88

(iv) Joint ventures
(i) Jointly-controlled entities
Joint ventures are those entities over whose activities the Group has joint control,
established by contractual agreement and requiring unanimous consent for strategic
financial and operating decisions.
Joint ventures are accounted for in the consolidated financial statements using the equity
method, unless it is classified as held for sale (or included in a disposal group that is
classified as held for sale). The consolidated financial statements include the Group’s
share of the profit or loss and other comprehensive income of the equity- accounted
joint ventures, after adjustments, if any, to align the accounting policies with those of
the Group, from the date that joint control commences until the date that joint control
ceases.
When the Group’s share of losses exceeds its interest in an equity- accounted joint
venture, the carrying amount of that interest (including any long-term investments) is
reduced to nil 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 joint venture.
Investments in joint ventures are stated 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.
(ii) Jointly-controlled operation and assets
The interest of the Company or of the Group in unincorporated joint ventures and jointly-
controlled assets are brought to account by recognising in the financial statements the
assets it controls and the liabilities that it incurs, and the expenses it incurs and its share
of income that it earns from the sale of goods or services by the joint venture.
(v) Non-controlling interests
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 comprehensive income 89
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.

(vi) Transactions eliminated on consolidation
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 are eliminated
against the investment to the extent of the Group’s interest in the associates. Unrealised losses
are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
(b) Foreign currency
(i) Foreign currency transactions
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 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 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
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.
Foreign currency differences are recognised in other comprehensive income and accumulated in
90 the foreign currency translation reserve (“FCTR”) in equity. When a foreign operation is disposed
of, such that control, significant influence or joint control is lost, the cumulative amount in the
FCTR related to that foreign operation is reclassified to profit or loss as part of the profit or loss
on disposal.

(b) Foreign currency (cont’d)
(ii) Operations denominated in functional currencies other than Ringgit Malaysia (cont’d)
When the Group disposes of only part of its interest in a subsidiary that includes a foreign
operation while retaining control, 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 FCTR in equity.
(c) Financial instruments
(i) Initial recognition and measurement
A financial asset or a financial liability is recognised in the statement of financial position when,
and only when, the Group or the Company 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.
(ii) Financial instrument categories and subsequent measurement
The Group and the Company categorise financial instruments as follows:
Financial assets
(a) Loans and receivables
Loans and receivables category comprises debt instruments that are not quoted in an
active market.
Financial assets categorised as loans and receivables are subsequently measured at 91

amortised cost using the effective interest method.
(b) Available-for-sale financial assets
Available-for-sale category comprises investment in equity and debt securities instruments

that are not held for trading.

(c) Financial instruments (cont’d)
(ii) Financial instrument categories and subsequent measurement (cont’d)
Financial asset (cont’d)
(b) Available-for-sale financial assets (cont’d)
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 2(n)(i)).
Financial liabilities
All financial liabilities are subsequently measured at amortised cost.
(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.
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.
92

(d) Property, plant and equipment
(i) Recognition and measurement
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.
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.
(ii) Subsequent costs
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.
(iii) Depreciation
Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other
amount substituted for cost, less its residual value.
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. 93
Property, plant and equipment under construction are not depreciated until the assets are ready
for their intended use.

(d) Property, plant and equipment (cont’d)
(iii) Depreciation (cont’d)
The estimated useful lives for the current and comparative periods are as follows:
• 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, and adjusted as appropriate
at the end of the reporting period.
(e) Leased assets
(i) Finance leases
As lessee
Leases in terms of which the Group or the Company assumes 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.
94 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.

(e) Leased assets (cont’d)
(i) Finance leases (cont’d)
As lessor (cont’d)
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.
(ii) Operating leases
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.
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.
(f) Land held for development
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
Group’s normal operating cycle of between two (2) to three (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 normal operating cycle of between two (2) to three (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.
95

(g) Biological assets
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.
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.
(h) Investment property
(i) Investment property carried at fair value
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, 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.
An investment property is derecognised on its disposal, or when it is permanently withdrawn

from use and no future economic benefits are expected from its disposal. The difference between
the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in
which the item is derecognised.
(ii) Determination of fair value
An external, independent valuation firm, having appropriate recognised professional

qualifications and recent experience in the location and category of property being valued,
values the Group’s investment property portfolio every year.
96 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.

(i) Intangible assets
(i) Concession asset
Concession asset comprising costs incurred in connection with highway concession is stated at
cost less any accumulated amortisation and any impairment losses.
Highway concession cost include expenditure that is directly incurred in the design and
construction of the East Klang Valley Expressway. Subsequent costs are included in the carrying
amount, only when it is probable that future economic benefits associated with these costs will
flow to the Group and the costs can be measured reliably. All other repair and maintenance
costs are charged to profit or loss during the financial year in which they are incurred.
The highway concession cost will be amortised when it is ready for its intended use or when toll
collection starts, whichever is earlier.
(ii) Goodwill
Goodwill that arose on business combinations is measured at cost less any accumulated
impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill
is included in the carrying amount of the investment and an impairment loss on such an
investment is not allocated to any asset, including goodwill, that forms part of the carrying
amount of the equity-accounted investees.
(j) Inventories
(i) Marine fuels and lubricants
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.
(ii) Completed properties held for 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 97
of common costs attributable to developing the properties to completion.

(k) Construction work-in-progress
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 statements 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 in the statements of
financial position.
(l) Property development costs
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 statement of comprehensive income by reference to the stage of
development activities 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.
An expected loss on a development project is recognised as an expense immediately.
Property development costs not recognised as an expense is recognised as an asset, which is measured
at the lower of cost and net realisable value.
Accrued billings as current assets represent the excess of revenue recognised in the statements of
comprehensive income over billings to purchasers. Progress billings as current liabilities represent the
excess of billings to purchasers over revenue recognised in the statements of comprehensive income.
(m) Cash and cash equivalents
98 Cash and cash equivalents consist of cash in hand, balances and deposits placed with licensed banks.
For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank
overdrafts and pledged deposits.

(n) Impairment
(i) Financial assets
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 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
financial asset’s recoverable amount is estimated.
For the determination of impairment on receivables, the Group and the Company assess
individually each receivable 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.
An impairment loss in respect of available-for-sale financial assets is recognised in profit or

loss and is measured as the difference between the asset’s acquisition cost (net of any
principal repayment and amortisation) and the asset’s current fair value, less any impairment
loss previously recognised. Where a decline in the fair value of an available-for-sale financial
asset has been recognised in other comprehensive income, the cumulative loss in other
comprehensive income is reclassified from equity to profit or loss.
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.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified
as available-for-sale is not reversed through profit or loss.
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.
(ii) Other assets 99

The carrying amounts of other assets (except for inventories, 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.

(n) Impairment (cont’d)
(ii) Other assets (cont’d)
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. The goodwill acquired in a business
combination, for the purpose of impairment testing, is allocated to cash-generating units that are
expected to benefit from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use
and its fair value less costs to sell. 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.
(o) Equity instruments
Instruments classified as equity are measured at cost on initial recognition and are not remeasured
subsequently.
100 (i) Issue expenses
Costs directly attributable to issue of instruments classified as equity are recognised as a

deduction from equity.

(o) Equity instruments (cont’d)
(ii) Ordinary shares
Ordinary shares are classified as equity.
(iii) Repurchase, disposal and reissue of share capital
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
and are presented as a deduction from total equity.
When treasury shares are distributed as share dividends, the cost of the treasury shares is applied
in the reduction of the share premium account or distributable reserves, or both.
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, and the resulting surplus or deficit on the transaction is presented in share
premium.
(p) Employee benefits
(i) Short term employee benefits
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.
(ii) State plans
The Group’s contributions to statutory pension funds are charged to profit or loss in the financial
year to which they relate. Once the contributions have been paid, the Group has no further
payment obligations.
101

(p) Employee benefits (cont’d)
(iii) Shared-based payment transactions
The ESOS allows the Group’s employees to acquire shares of the Company. The fair value
of share options granted to employees is recognised as an expense in the statement of
comprehensive income over the vesting periods of the grants, with a corresponding increase in
equity. The total amount to be recognised as compensation expense is determined by reference
to the fair value of the share option at the date of the grant and the number of share options
to be vested by the vesting date taking into account, if any, the market vesting condition upon
which the options were granted but excluding the impact of any non-market vesting conditions.
At the statement of financial position date, the Group revises its estimate of the number of share
options that are expected to vest by the vesting date. Any revision of this estimates is included
in the statement of comprehensive income and a corresponding adjustment to equity over the
remaining vesting period.
(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.
(i) Warranties
A provision for warranties is recognised when the underlying products or services are sold. The
provision is based on historical warranty data and a weighting of all possible outcomes against
their associated probabilities.
(ii) Performance guarantees and bonds
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.
(iii) Onerous contracts
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
102 provision is established, the Group recognises any impairment loss on the assets associated with
that contract.

(q) Provisions (cont’d)
(iv) Contingent liabilities
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.
(r) Revenue and other income
(i) Goods sold
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 discount 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.
(ii) Construction contracts
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.
(iii) Property development 103

Revenue from property development activities is recognised based on the stage of completion
measured by reference to the proportion that property development costs incurred for work
performed to-date bear to the estimated total property development costs.

(r) Revenue and other income (cont’d)
(iii) Property development (cont’d)
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
development 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.
(iv) Rental income
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.
(v) Dividend 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.
(vi) Interest income
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.
(s) 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.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are capitalised as part of the cost of those assets.
104
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.

(s) Borrowing costs (cont’d)
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.
(t) Income tax
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 statements 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. 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 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.
105

(u) Earnings per ordinary share
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 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 share options granted to employees.
(v) Operating segments
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. An operating segment’s 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.
106

3. Property, plant and equipment
Buildings Machinery Furniture, Building

Freehold and and Motor fittings and under
Group land renovation equipment vehicles equipment construction Total
RM RM RM RM RM RM RM
Cost
At 1 January 2011 11,731,241 9,707,988 40,857,089 31,868,536 5,320,443 8,774,383 108,259,680
Additions – 320,909 1,792,303 4,781,172 159,070 15,689,737 22,743,191
Disposals – – (6,020,499) (4,317,898) (46,461) – (10,384,858)
Effect of movements in
exchange rates – 218,682 678,746 80,576 46,355 – 1,024,359
At 31 December 2011/
1 January 2012 11,731,241 10,247,579 37,307,639 32,412,386 5,479,407 24,464,120 121,642,372
Additions – – 2,012,306 5,150,108 1,219,876 23,586,461 31,968,751
Disposals – – (85,000) (1,283,227) – – (1,368,227)
Written off – – – – (41,908) – (41,908)
Transfer to/(from) – 48,050,581 – – – (48,050,581) –
exchange rates – (408,762) (517,207) (99,268) (76,131) – (1,101,368)
At 31 December 2012 11,731,241 57,889,398 38,717,738 36,179,999 6,581,244 – 151,099,620

107
108
3. Property, plant and equipment (cont’d)
Buildings Machinery Furniture, Building

Freehold and and Motor fittings and under
Group land renovation equipment vehicles equipment construction Total
RM RM RM RM RM RM RM
Accumulated depreciation
At 1 January 2011 – 3,629,793 28,505,135 18,683,623 4,079,147 – 54,897,698
Depreciation for the year – 646,281 5,101,984 3,527,595 480,158 – 9,756,018
Disposals – – (4,132,992) (4,037,460) (38,933) – (8,209,385)
exchange rates – 23,991 448,178 47,194 22,957 – 542,320
1 January 2012 – 4,300,065 29,922,305 18,220,952 4,543,329 – 56,986,651
Depreciation for the year – 547,697 5,023,563 3,905,196 451,316 – 9,927,772
Disposals – – (65,167) (1,241,715) – – (1,306,882)
Written off – – – – (31,063) – (31,063)

exchange rates – (99,304) (392,986) (42,937) (54,808) – (590,035)
At 31 December 2012 – 4,748,458 34,487,715 20,841,496 4,908,774 – 64,986,443
Carrying amounts
At 1 January 2011 11,731,241 6,078,195 12,351,954 13,184,913 1,241,296 8,774,383 53,361,982

1 January 2012 11,731,241 5,947,514 7,385,334 14,191,434 936,078 24,464,120 64,655,721
At 31 December 2012 11,731,241 53,140,940 4,230,023 15,338,503 1,672,470 – 86,113,177

Machinery Furniture,
and Motor fittings and
Company equipment vehicles equipment Total
RM RM RM RM
Cost
At 1 January 2011 54,039 4,309,853 367,505 4,731,397
Additions – 269,936 – 269,936
Disposals – (274,220) – (274,220)
Effect of movements in exchange rates (6,717) – (4,869) (11,586)
At 31 December 2011/ 1 January 2012 47,322 4,305,569 362,636 4,715,527
Additions – 919,926 – 919,926
Disposals – (264,973) – (264,973)
At 31 December 2012 45,315 4,960,522 361,181 5,367,018
Accumulated depreciation
At 1 January 2011 50,811 1,457,925 298,576 1,807,312
Depreciation for the year 3,256 744,793 47,772 795,821
Disposals – (132,540) – (132,540)
At 31 December 2011/ 1 January 2012 47,322 2,070,178 341,702 2,459,202
Depreciation for the year – 751,928 10,725 762,653
Disposals – (264,973) – (264,973)
At 31 December 2012 45,315 2,557,133 351,007 2,953,455
Carrying amounts
At 1 January 2011 3,228 2,851,928 68,929 2,924,085
At 31 December 2011/ 1 January 2012 – 2,235,391 20,934 2,256,325

109
At 31 December 2012 – 2,403,389 10,174 2,413,563

Included in property, plant and equipment are:
(i) the cost and the net carrying amount of property, plant and equipment under finance lease
arrangements are as follows:
Machinery
and Motor
Group equipment vehicles Total
RM RM RM
2012
Cost 10,294,578 19,117,146 29,411,724
Net carrying amount 3,802,792 12,019,298 15,822,090
2011
Cost 12,452,844 18,273,334 30,726,178
Net carrying amount 5,310,543 10,680,792 15,991,335
Company
2012
Cost – 3,836,779 3,836,779
Net carrying amount – 2,403,383 2,403,383
2011
Cost – 3,836,080 3,836,080
Net carrying amount – 2,235,388 2,235,388
(ii) freehold land and buildings and building under construction of the Group with total net carrying
amounts of RM59,638,403 and RM Nil (2011: RM12,320,188 and RM24,464,120) respectively are
charged to financial institutions as securities for banking facilities granted to its subsidiaries as disclosed
in Note 20(a)(ii).
110

4. Prepaid lease payments
Group
2012 2011
RM RM
Cost
At 1 January 12,289,552 12,130,141
Effect of movements in exchange rates (275,035) 159,411
At 31 December 12,014,517 12,289,552
Accumulated amortisation
At 1 January 2,385,078 1,921,801
Amortisation during the year 452,756 463,277
Effect of movements in exchange rates (13,659) –
At 31 December 2,824,175 2,385,078
Carrying amount
At 31 December 9,190,342 9,904,474
Analysed as follows:
Short term leasehold land 9,190,342 9,904,474
The short term leasehold land of the Group has an unexpired lease period of less than fifty (50) years.
5. Land held for development
The land held for development represents freehold land that was acquired during the year and earmarked for
future commercial development. It is pledged to the lender bank for the term loan facility as disclosed in Note
20(a)(vi).
Group
Freehold land
2012 2011
RM RM 111
At 1 January – –
Addition 8,657,433 –
At 31 December 8,657,433 –

6. Biological assets
Group
2012 2011
RM RM
Cost
At 1 January 121,259,136 105,437,701
Additions 10,169,046 15,821,435
At 31 December 131,428,182 121,259,136
Accumulated amortisation
At 1 January 492,871 –
Amortisation during the year 5,349,434 492,871
At 31 December 5,842,305 492,871
Carrying amount
At 31 December 125,585,877 120,766,265
This is in respect of expenditure incurred by a subsidiary on new planting of oil palm in a plantation located
in the Republic of Indonesia.
Included in biological assets (before amortisation) for the year are:
Group
2012 2011
RM RM
Amortisation of prepaid lease payments 247,216 456,332

Depreciation of property, plant and equipment 14,614 1,165,321
Staff costs 1,751,832 8,348,241
112

7. Investment property
Group
2012 2011
RM RM
At fair value
At 1 January 18,500,000 18,500,000
Change in fair value recognised in profit or loss (500,000) –
At 31 December 18,000,000 18,500,000
Included in the above are:
Hotel property
Freehold land 793,912 793,912
Hotel building 17,206,088 17,706,088
At 31 December 18,000,000 18,500,000
Investment property comprises a hotel property that is leased to a third party. The lease contains an initial
non-cancellable period of ten (10) years. Subsequent renewals are negotiated with the lessee and on average
renewal periods are for three (3) years. The lease has a minimum base rental and a contingent rental based on
an agreed percentage of the net profit of the lessee. The fair value of investment property is determined based
on market value.
The following are recognised in profit or loss in respect of investment property:
Group
2012 2011
RM RM
Rental income (172,365) (24,000)

Direct operating expenses 1,499,815 155,933
The hotel property is charged to financial institutions as security for facilities granted to a subsidiary as
disclosed in Note 20(c).
113

8. Intangible assets
Group
Highway concession
2012 2011
RM RM
Cost
At 1 January – –
Additions 5,002,546 –
At 31 December 5,002,546 –
This represents the expenditure incurred to procure the concession rights (license) for collection 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 pursuant to the Concession Agreement signed on 13 February 2013.
9. Goodwill
Group
2012 2011
RM RM
At cost
At 1 January 3,744,605 3,744,605
Addition arising from acquisition of new subsidiary 2,952 –
At 31 December 3,747,557 3,744,605
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.
114

9. Goodwill (cont’d)
The aggregate carrying amounts of goodwill allocated to each unit are as follows:
Group
2012 2011
RM RM
Malaysian quarry business 2,893,983 2,893,983

Multiple business units without significant goodwill 853,574 850,622
3,747,557 3,744,605
The recoverable amount of the Malaysian quarry business unit is calculated using value in use that is based
on an approved business plan for which a five year cash flows projection is made.
Value in use was determined by discounting the future cash flows to be generated from the continuing use of
the business unit and was based on the following key assumptions:
l Cash flows were projected based on the approved annual business plan.
l The anticipated annual revenue growth included in cash flows projections was 5% for the years from
2013 to 2017.
l There is no expected increase in selling price over the 5 years.
l A pre-tax discount rate of 10% (2011: 10%) was applied in determining the recoverable amount of the
unit.
The values assigned to the key assumptions represent management’s assessment of future trends in the quarry
business and are based on both external sources and internal sources.
Sensitivity analysis has been performed on the key assumptions on the basis that all other variables remain
constant. The results of the sensitivity analysis does not have any significant impact on the carrying amount of
goodwill on consolidation.
115

10. Investments in subsidiaries
Company
Note 2012 2011
RM RM
Unquoted shares, at cost

At 1 January 82,461,179 84,212,429
Addition of new subsidiary 39 350,512 275,000
Capital injection for existing subsidiaries 14,724,998 –
Disposal – (2,026,250)
At 31 December 97,536,689 82,461,179
The details of the subsidiaries are as follows:
Effective ownership
Country of interest
Name of subsidiary Principal activities incorporation 2012 2011
% %
Ahmad Zaki Sdn. Bhd. Contractors of civil and Malaysia 100 100
structural contract works
Inter-Century Sdn. Bhd. Dealer of marine fuels and Malaysia 100 100
lubricants
Tadok Granite Dormant Malaysia 100 100

Manufacturing Sdn. Bhd.
AZRB International Investment holding Malaysia 100 100

Ventures Sdn. Bhd.
Trend Vista Development Dormant Malaysia 100 100

Sdn. Bhd.
P.T. Ichtiar Gusti Pudi** Oil palm cultivation Republic of 95 95

Indonesia
116
Ahmad Zaki Saudi Arabia Contractors of civil and Kingdom of 95 95
Co. Ltd.**@ structural contract works Saudi Arabia

10. Investments in subsidiaries (cont’d)
Effective ownership
Country of interest
% %
Peninsular Medical Undertake design, Malaysia 100 100

Sdn. Bhd. development and the
construction of a teaching
hospital as well as to carry
out the related
maintenance services
subsequent to the
completion of teaching
hospital
AZRB Properties Dormant Malaysia 100 100

Sdn. Bhd.
EKVE Sdn. Bhd. Engaged in the business Malaysia 100 100

of construction,
establishment, operation,
maintenance and
management of highway
Unggul Energy & Dormant Malaysia 100 100

Construction Sdn. Bhd.
Temala Development Dormant Malaysia 70 –

Sdn. Bhd.#
Betanaz Properties Property development Malaysia 51 –

Sdn. Bhd.
Peninsular Prokonsult Dormant Malaysia 100 –

Sdn. Bhd.#
Held through Ahmad Zaki

Sdn. Bhd.
117
Kemaman Technology & Property development Malaysia 60 60
Industrial Park Sdn. Bhd.*
AZSB Machineries Rental of machineries Malaysia 100 100

Sdn. Bhd.

10. Investments in subsidiaries (cont’d)
Effective ownership
Country of interest
% %
Held through
Inter-Century Sdn. Bhd.
Astral Far East Sdn. Bhd. Dealer of lubricants and Malaysia 100 100
petroleum-based products
Held through
AZRB International
Ventures Sdn. Bhd.
AZRB Construction (India) Dormant India 100 100

Pvt. Ltd.**
Ahmad Zaki Saudi Arabia Contractors of civil and Kingdom of 5 5

Co. Ltd.**@ structural contract works Saudi Arabia
* Not audited by KPMG Malaysia.
** Not audited by member firms of KPMG International.
@ Wholly owned subsidiary of the Group. The disposal in prior year was in respect of transfer of 5,000 shares of Saudi
Riyal 500 each in Ahmad Zaki Saudi Arabia Co. Ltd. to its wholly owned subsidiary, AZRB International Ventures Sdn.
Bhd. The transfer of shares is still in progress.
# Consolidated based on management accounts as these companies were recently incorporated and did not require to
be audited.
11. Investments in associates
Group
2012 2011
RM RM
118 Unquoted shares, at cost

At 1 January/31 December 110,000 110,000
Share of post-acquisition reserves 49,115 50,656
159,115 160,656

11. Investments in associates (cont’d)
Goodwill included within the Group’s carrying amount of investments in associated companies is as follows:
Group
2012 2011
RM RM
Goodwill on acquisition
At 1 January/31 December 8,056 8,056

The details of the associates, all incorporated in Malaysia, are as follows:
Effective ownership
interest
Name of associate Principal activities 2012 2011
% %
Held through Ahmad Zaki Sdn. Bhd.
Fasatimur Sdn. Bhd. Project management 50 50
Maxi Heritage Sdn. Bhd. General contractor 20 20
Summary financial information for associates, not adjusted for the percentage ownership held by the Group:
Effective Total Total

Country of ownership Revenue Loss assets liabilities
incorporation interest (100%) (100%) (100%) (100%)
RM RM RM RM
2012
Fasatimur Sdn. Bhd. Malaysia 50% – 3,082 590,317 (302,185)
Maxi Heritage Sdn. Bhd. Malaysia 20% – – 119,408 (84,400)
2011
Fasatimur Sdn. Bhd. Malaysia 50% – 3,628 594,000 (302,785)
Maxi Heritage Sdn. Bhd. Malaysia 20% – 1,100 119,408 (84,400) 119

12. Interests in joint ventures
Group
2012 2011
RM RM
Share of post-acquisition results in joint ventures

At 1 January/31 December (288,352) (288,352)
The Group has a 50% and 70% interest in the jointly-controlled entities as mentioned in (i) and (ii)
respectively:
(i) BumiHiway - Ahmad Zaki Joint Venture which undertakes the contract for realignment of the route
from Putrajaya to Cyberjaya, Selangor; and
(ii) Ahmad Zaki - Jasa Bakti Joint Venture which undertakes the design and build of “Sekolah Menengah
Sains Hulu Terengganu” in Terengganu.
(a) The Group’s share of assets, liabilities, revenue and expenses of the joint ventures are as follows:
(i) Share of the assets and liabilities
Group
2012 2011
RM RM
Current assets
Other receivables, deposits and prepayments 7,860 7,860
Cash and cash equivalents 1,294,646 1,294,646
1,302,506 1,302,506
Current liabilities
Trade payables 1,575,072 1,575,072
Other payables and accruals 15,786 15,786
1,590,858 1,590,858
Share of net liabilities of the joint ventures (288,352) (288,352)
120

12. Interests in joint ventures (cont’d)
(a) The Group’s share of assets, liabilities, revenue and expenses of the joint ventures are as follows
(cont’d):
(ii) Share of the revenue and expenses
Group
2012 2011
RM RM
Attributable contract revenue – –

Attributable contract costs – –
Share of profit for the year – –
All the projects under the joint ventures have been completed in previous years and currently pending
finalisation of the joint ventures accounts.
13. Available-for-sale investments
Group Company
2012 2011 2012 2011
RM RM RM RM
Unquoted shares in Malaysia, at cost

At 1 January 8,547,500 8,547,500 8,500,000 8,500,000
Less: Impairment losses (8,500,000) (8,500,000) (8,500,000) (8,500,000)
At 31 December 47,500 47,500 – –
Club membership 68,000 68,000 68,000 68,000
115,500 115,500 68,000 68,000
The club membership is in respect of transferable golf club corporate membership.
121

14. Trade and other receivables
Group
Note 2012 2011
RM RM
Non-current
Trade receivable 8,722,322 –
The amount consists of capital expenditure incurred on behalf of a customer for the construction of a teaching
hospital under the Private Financing Initiative that are only due for payment upon completion of the teaching
hospital which is expected to be in Year 2016.
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Current
Trade
External parties a 33,006,846 37,642,844 6,467,823 9,943,538
Amount due from contract
customers b 242,593,781 213,017,194 23,593,367 19,695,460
Amount due from a joint venture c 49,773 49,773 – –
275,650,400 250,709,811 30,061,190 29,638,998
Non-trade
Amount due from:
Ultimate holding company d 206,020 – 134,718 135,994
Subsidiaries d – – 150,475,347 137,616,103
Associate e 20,000 20,000 – –
Affiliates f 420,536 483,709 3,697 3,721
646,556 503,709 150,613,762 137,755,818
Other receivables g 47,988,468 51,655,561 64,099,781 45,330,200
Deposits 1,726,293 2,152,479 49,066 54,125
122
Prepayments 4,069,092 4,077,628 3,073,382 2,974,646
330,080,809 309,099,188 247,897,181 215,753,787
Included in the trade and non-trade receivables above are the following amounts that are currently under
dispute with a particular contract customer pertaining to the development of a university campus in Saudi
Arabia.

14. Trade and other receivables (cont’d)
Group Company
Note 2012 2011 2012 2011
RM’million RM’million RM’million RM’million
External parties 7.7 7.7 – –

customers 45.5 45.5 – –
Other receivables g 44.7 44.7 44.7 44.7
97.9 97.9 44.7 44.7
As disclosed in Note 40 (iv) to the financial statements, the Group has initiated arbitration proceedings against
the said contract customer for the recovery of these amounts.
Note a
The Group’s and the Company’s normal credit term ranges from 60 to 90 days (2011: 60 to 90 days).
Included in trade receivables from external parties at 31 December 2012 are retention sums of the Group
and of the Company of RM17,576,840 (2011: RM17,417,960) and RM2,822,831 (2011: RM2,822,831)
respectively relating to construction work-in- progress.
Retention sums are unsecured, interest-free and are expected to be collected within the normal operating
cycle as analysed below:
Group Company
2012 2011 2012 2011
RM RM RM RM
Within 1 year 2,822,831 2,822,831 2,822,831 2,822,831

1 - 2 years 2,999,450 – – –
2 - 3 years – 2,312,237 – –
3 - 4 years 10,056,963 12,282,892 – –
More than 5 years 1,697,596 – – –
17,576,840 17,417,960 2,822,831 2,822,831
123

Note b
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Aggregate costs incurred to-date 2,940,493,421 2,601,045,000 423,439,032 422,729,130

Add: Attributable profits 259,025,006 197,641,911 31,623,115 31,880,404
Less: Foreseeable lossess (210,556) – – –
3,199,307,871 2,798,686,911 455,062,147 454,609,534
Less: Progress billings (2,978,279,002) (2,609,324,269) (431,468,780) (434,914,074)
221,028,869 189,362,642 23,593,367 19,695,460

customers 242,593,781 213,017,194 23,593,367 19,695,460
Amount due to contract
customers 22 (21,564,912) (23,654,552) – –
221,028,869 189,362,642 23,593,367 19,695,460
Included in additions to aggregate cost incurred to-date are the following amounts charged during the year:
Group Company
2012 2011 2012 2011
RM RM RM RM
Staff cost expenses 19,919,052 18,378,734 – –

Rental of premises 723,785 369,755 – –
Running cost of machinery 19,101,021 9,788,153 – –
Rental of motor vehicles 22,330 37,045 – –
Depreciation of plant and equipment – 2,673 – 2,673
Note c
124 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 is due from Maxi Heritage Sdn. Bhd. 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.
Note g
Included in other receivables are performance and advance payments bonds amounting to RM44.7 million
(2011: RM44.7 million) which were called upon by one of the Group’s contract customers during the financial
year ended 31 December 2010. This amount has been included in the claim made by the Group which will
be subject to the outcome of the arbitration proceedings as disclosed in Note 40 (iv).
15. Inventories
Group
2012 2011
RM RM
At cost:
Completed properties 2,840,963 1,266,940
Marine fuels and lubricants 11,213,915 8,684,870
Consumable goods 600,083 –
14,654,961 9,951,810
Recognised in profit or loss:

Inventories recognised as cost of sales 76,079,296 60,990,898
Write-down to net realisable value – 90,783
125

16. Property development costs
Group
2012 2011
RM RM
Development costs:
At 1 January 14,873,143 9,624,669
Cost incurred during the year 7,246,052 5,248,474
At 31 December 22,119,195 14,873,143
Cost recognised in profit or loss

- prior years (8,594,105) (4,496,120)
- current year (2,021,943) (4,097,985)
(10,616,048) (8,594,105)
11,503,147 6,279,038
Transfer to inventories of completed units (2,679,524) –
At 31 December 8,823,623 6,279,038
17. Cash and Cash equivalents
Group Company
2012 2011 2012 2011
RM RM RM RM
Deposits placed with licensed banks 70,153,424 87,516,239 2,826,590 6,619,248

Cash and bank balances 27,947,651 28,680,485 1,168,459 6,979,244
98,101,075 116,196,724 3,995,049 13,598,492
Included in deposits placed with licensed banks of the Group are deposits of RM62,843,383 (2011:
RM66,185,445) which have been pledged to financial institutions as security for bank guarantee and credit
facilities granted to the Group as disclosed in Note 20.
Included in deposits placed with licensed banks of the Company are deposits of RM2,821,584 (2011:
126 RM2,755,820) which have been pledged to financial institutions as security for the overdraft facility granted to
its subsidiary as disclosed in Note 20(c).
The deposits placed with licensed banks of the Group and of the Company bear effective interest rates ranging
from 2.55% to 3.50% (2011: 2.30% to 3.30%) and 2.55% to 3.05% (2011: 2.55% to 2.95%) per annum
respectively.

18. Share capital
Group and Company

Number Number
Amount of shares Amount of shares
2012 2012 2011 2011
RM RM
Authorised:
Ordinary shares of RM0.50 each
At 1 January/31 December 500,000,000 1,000,000,000 500,000,000 1,000,000,000
Issued and fully paid-up:

At 1 January 138,381,722 276,763,442 138,347,702 276,695,402
Issue of shares under ESOS Scheme 89,373 178,747 34,020 68,040
At 31 December 138,471,095 276,942,189 138,381,722 276,763,442
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 and rank equally with regard to the Company’s residual
assets.
19. Reserves
Group Company
2012 2011 2012 2011
RM RM RM RM
Non-distributable:
Share premium 24,636 13,910 24,636 13,910
Foreign exchange translation reserve (1,282,090) 1,165,886 318,727 238,001
(1,257,454) 1,179,796 343,363 251,911
Treasury shares (1,025,787) (1,025,787) (1,025,787) (1,025,787)
Retained earnings/(Accumulated losses) 71,516,003 52,837,439 (61,568,514) (71,959,774)

127
69,232,762 52,991,448 (62,250,938) (72,733,650)
The movement of each category of the reserves are disclosed in the statements of changes in equity.

19. Reserves (cont’d)
Share premium
Share premium arose from the issuance of shares at a premium.
Foreign exchange translation reserve
The foreign exchange translation reserve comprises all foreign currency differences arising from the translation
of the financial statements of the Group entities with functional currencies other than RM.
Treasury shares
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists
of the acquisition costs of treasury shares net of the proceeds received on their subsequent sale or issuance.
There was no repurchase of the Company’s shares during the financial year.
Any repurchase transactions will be financed by internally generated funds and shall be held as treasury
shares in accordance with Section 67A of the Companies Act, 1965.
Of the total 276,942,189 (2011: 276,763,442) issued and fully paid-up ordinary shares as at 31 December
2012, 1,478,100 (2011: 1,478,100) shares are held as treasury shares by the Company. As at 31 December
2012, the number of outstanding ordinary shares in issue after the set off is therefore 275,464,089 (2011:
275,285,342) ordinary shares of RM0.50 each.
20. Loans and borrowings
Group Company
2012 2011 2012 2011
Note RM RM RM RM
Non-current
Term loans a 136,389,293 97,947,849 – –
Finance lease liabilities b 9,570,039 9,190,426 1,414,774 1,344,174
145,959,332 107,138,275 1,414,774 1,344,174
Current
Term loans a 14,968,364 14,968,364 – –
128 Finance lease liabilities b 4,792,089 5,146,958 608,583 568,740
Bank overdrafts c 19,310,739 14,720,417 – –
Trust receipts d 412,981 11,489,667 – –
39,484,173 46,325,406 608,583 568,740
185,443,505 153,463,681 2,023,357 1,912,914

20. Loans and borrowings (cont’d)
Note a
Group
2012 2011
Note RM RM
Term loan - I (i) 4,855,944 –

Term loan - II (ii) 17,353,636 18,472,213
Term loan - III (iii) 86,110,000 94,444,000
Term loan - IV (iv) 28,639,982 –
Term loan - V (v) 7,602,735 –
Term loan - VI (vi) 6,795,360 –
151,357,657 112,916,213
The term loans of the Group comprise the followings:
(i) Term loan I is denominated in USD which bears interest at 5.52% (2011: nil) per annum. 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 6.7% (2011: 5.15%) per annum. The term loan is repayable on a quarterly
basis by 21 installments which commenced in February 2012 and is secured and supported by:
(a) first legal charge on land and buildings of its subsidiary as disclosed in Note 3; and
(b) corporate guarantee from the Company.
(iii) Term loan III bears interest at 5.04% (2011: 5.09%) 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,
(b) memorandum of charge on the shares of a subsidiary.
(iv) Term loan IV bears interest ranging from 5.40% - 5.72% (2011: nil) per annum is repayable on
quarterly basis by 44 installments commencing on the 51st month from the first date of loan
disbursement in July 2012. 129

Note a (cont’d)
(v) Term loan V bears interest ranging from 5.40% - 5.72% (2011: nil) per annum 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 contract customer, whichever is earlier.
Both Term loan IV and V 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.
(vi) Term loan VI was drawndown during the financial year to finance the acquisition of land held for
development as disclosed in Note 5. The term loan is repayable on semi-annually basis by sixteen (16)
installments commencing in May 2015.
The above term loan is secured by way of:
(a) a first party legal charge over the land as disclosed in Note 5,
(b) legal assignment of rights in rental proceeds to be derived from the future commercial
development on the land, and
(c) corporate guarantee from the Company.
130

Note b
Finance lease liabilities are payable as follows:
Present Present
Future value of Future value of
minimum minimum minimum minimum
lease lease lease lease
payments Interest payments payments Interest payments
2012 2012 2012 2011 2011 2011
RM RM RM RM RM RM
Group
Less than one year 5,418,748 (626,659) 4,792,089 5,813,992 (667,034) 5,146,958
Between one and
five years 10,295,733 (725,694) 9,570,039 9,895,654 (705,228) 9,190,426
15,714,481 (1,352,353) 14,362,128 15,709,646 (1,372,262) 14,337,384
Company
Less than one year 693,212 (84,629) 608,583 653,425 (84,685) 568,740
Between one and
five years 1,503,293 (88,519) 1,414,774 1,442,383 (98,209) 1,344,174
2,196,505 (173,148) 2,023,357 2,095,808 (182,894) 1,912,914
Note c
The bank overdraft facilities are repayable on demand and bear interest ranging from 6.65% - 7.85% (2011:
7.60% - 8.10%) per annum. These facilities are secured and supported by:
(i) freehold land and hotel buildings as disclosed in Note 7,
(ii) deposits placed with licensed banks by the Company and a subsidiary; and
(iii) corporate guarantee from the Company.
Note d
131
The trust receipts of the Group are repayable within 120 - 180 days and bear interest at 7.6% (2011: 7.60% -
7.85%) per annum. These facilities are secured and supported by:
(i) deposits placed with licensed banks of a subsidiary; and
(ii) corporate guarantee from the Company.

21. Deferred tax assets/(liabilities)
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
At 1 January 8,014,475 8,641,320 4,546,169 4,576,000

Recognised in profit or loss:
- Origination and reversal of
temporary differences 29 2,128,292 (185,065) 66,323 9,659
- Under/(Over) provision in prior
year 29 246,529 (441,780) 856 (39,490)
exchange rates 94,717 – – –
At 31 December 10,484,013 8,014,475 4,613,348 4,546,169
Recognised deferred tax assets/(liabilities)
Assets Liabilities Net

2012 2011 2012 2011 2012 2011
Group RM RM RM RM RM RM
Tax loss carry-forward 2,976,412 – – – 2,976,412 –

Taxable temporary
differences – – (5,637,892) – (5,637,892) –
Property, plant and
equipment 319,993 43,511 (447,929) (338,389) (127,936) (294,878)
Fair value adjustment of
investment property – – (494,140) (519,140) (494,140) (519,140)
Fair value adjustment in
respect of acquisition of
subsidiary company – – (2,610,777) (2,610,777) (2,610,777) (2,610,777)
Derecognition of results of
joint venture in MCHJV – – (4,589,680) (4,589,680) (4,589,680) (4,589,680)
Tax assets/(liabilities) 3,296,405 43,511 (13,780,418) (8,057,986) (10,484,013) (8,014,475)
132 Set off of tax (319,993) (43,511) 319,993 43,511 – –
Net tax assets/(liabilities) 2,976,412 – (13,460,425) (8,014,475) (10,484,013) (8,014,475)


21. Deferred tax assets/(liabilities) (cont’d)
Recognised deferred tax assets/(liabilities) (cont’d)
Assets Liabilities Net

2012 2011 2012 2011 2012 2011
Company RM RM RM RM RM RM
Property, plant and

equipment – 43,511 (23,668) – (23,668) 43,511
Derecognition of results of
joint venture in MCHJV – – (4,589,680) (4,589,680) (4,589,680) (4,589,680)
Net tax assets/(liabilities) – 43,511 (4,613,348) (4,589,680) (4,613,348) (4,546,169)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items (stated at gross):
Group and Company

2012 2011
RM RM
Unabsorbed capital allowances 5,962,960 5,886,783

Tax loss carry-forward 8,259,799 1,812,766
14,222,759 7,699,549
Deferred tax assets have not been recognised in respect of these items because it is not probable that sufficient
future taxable profit will be available, against which the Company can utilise the benefits there from.
The unabsorbed capital allowances and tax loss carry-forward do not expire under current tax legislation.
133

22. Trade and other payables
Group Company
Note 2012 2011 2012 2011
RM RM RM RM
Trade
External parties a 228,524,209 216,522,624 630 630
Amount due to contract
customers 14 21,564,912 23,654,552 – –
Advance payments received b 47,496,001 54,625,539 – –
297,585,122 294,802,715 630 630
Non-trade
Amount due to:
Holding company c – 35,666 – –
Subsidiaries c – – 278,944,728 245,765,225
Associate c 53,089 53,089 – –
Affiliates d 164,725 46,479 – –
217,814 135,234 278,944,728 245,765,225
Accruals and other payables e 6,249,965 6,149,634 1,226,114 1,397,560

6,467,779 6,284,868 280,170,842 247,162,785
304,052,901 301,087,583 280,171,472 247,163,415
Note a
The normal credit term granted by the suppliers of the Group and of the Company ranges from 30 to 90 days
(2011: 30 to 90 days).
Included in trade payables of the Group are:
i) retention sums of RM73,882,543 (2011: RM64,608,602).
134

22. Trade and other payables (cont’d)
Note a (cont’d)
ii) amount due to affiliates as follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
Amount due to subsidiaries of Chuan

Huat Resources Berhad, a company
in which Dato’ Sri Haji Wan Zaki
bin Haji Wan Muda has a
substantial financial interest and
also a Director
- Chuan Huat Industrial Marketing
Sdn. Bhd. 798,246 4,053,667 – –
- Chuan Huat Hardware Sdn. Bhd. 332,405 26,280 – –
The amount due to affiliates is subject to normal credit term.
Note b
Advance payments received are in respect of interest free advances received by the Company for mobilisation
of its construction contracts. These advances are to be set off against the Company’s progress billings on the
related contracts.
Note c
These amounts are unsecured, interest-free and repayable on demand.
Note d
Affiliates are companies which have common Directors and shareholders as that of the Company. The amount
is unsecured, interest free and repayable on demand.
Note e
Included in accruals of the Group is interest on borrowings amounting to RM731,433 (2011: RM77,936).
135

23. Revenue
Group Company
2012 2011 2012 2011
RM RM RM RM
Management fees – – 2,200,000 2,195,000

Dividend income – – 25,000,110 28,000,120
Attributable contract revenue 596,987,181 469,978,102 3,899,057 26,537,959
Sale of goods 69,505,668 54,029,391 – –
Sale of properties 5,624,397 9,148,434 – –
Sale of fresh fruit bunches 2,472,340 1,670,226 – –
Others 60,000 41,421 – –
674,649,586 534,867,574 31,099,167 56,733,079
24. Cost of sales
Group Company
2012 2011 2012 2011
RM RM RM RM
Attributable contract costs 499,510,535 392,662,525 3,574,448 25,328,466

Cost of goods sold 57,198,535 52,806,121 – –
Costs of development properties 3,629,103 6,161,862 – –
Direct operating costs-plantation 15,547,042 2,022,915 – –
575,885,215 453,653,423 3,574,448 25,328,466
136

25. Finance income
Recognised in the profit or loss:
Group Company
2012 2011 2012 2011
RM RM RM RM
Interest income of financial assets that are

not at fair value through profit or loss 1,946,763 2,728,088 84,451 283,700

26. Finance costs
Recognised in the profit or loss:
Group Company
2012 2011 2012 2011
RM RM RM RM
Interest expense of financial liabilities that

are not at fair value through profit or loss:
- overdrafts 1,079,786 152,137 – –
- term loans 6,585,621 7,198,064 – 2,362,927
- other borrowings 1,720,150 1,376,464 4,738,407 4,691,949
9,385,557 8,726,665 4,738,407 7,054,876
- other finance costs 4,143,610 2,396,711 689 –
13,529,167 11,123,376 4,739,096 7,054,876
137

27. Profit before tax
Profit before tax is arrived at after charging and (crediting):
Group Company
2012 2011 2012 2011
RM RM RM RM
Auditors’ remuneration
Audit fees
KPMG Malaysia 416,000 322,000 150,000 120,000
Other auditors 63,030 58,703 4,052 –
Non-audit fees
KPMG Malaysia 40,000 90,000 30,000 90,000
Amortisation of prepaid lease payments 205,540 6,945 – –
Amortisation of planting expenditures 5,349,434 492,871 – –
Bad debts written off 26,733 1,755,835 – –
Change in fair value of investment property 500,000 – – –
Depreciation of property, plant and
equipment 9,913,158 8,590,697 762,653 795,821
Interest expense 9,385,557 8,726,665 4,738,407 7,054,876
Loss/(Gain) on foreign exchange
- unrealised 411,834 (23,285) 411,848 (24,592)
Property, plant and equipment written off 10,845 – – –
Rental of motor vehicles 90,719 65,038 – –
Rental of premises 1,091,972 2,155,746 5,180 5,000
Rental and running cost of machinery and
equipment 19,101,021 11,508,645 – –
Employee benefits expense 47,250,872 42,561,391 6,934,322 5,455,332
Dividend income
- unquoted shares (3,900) – (25,000,110) (28,000,120)
(Gain)/Loss on disposal of property,
plant and equipment - net (423,317) (1,027,495) (52,000) 21,680
138
Interest income (1,946,763) (2,728,088) (84,451) (283,700)
Rental income (178,765) (31,600) – –

27. Profit before tax (cont’d)
Included in employee benefits expense is:
Group Company
2012 2011 2012 2011
RM RM RM RM
Contributions to defined contribution plan 5,602,846 5,098,097 885,989 662,612
Included in employee benefit expense of the Group and of the Company are executive Directors’
remuneration amounting to RM4,199,273 (2011: RM3,845,806) and RM2,088,305 (2011: RM1,843,775)
respectively as further disclosed in Note 28.
28. Key management personnel compensation
The key management personnel compensation is as follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
Executive Directors
- fees 419,000 367,340 – –
- emoluments 3,780,273 3,478,466 2,088,305 1,843,775
Total remuneration (excluding
benefit-in-kind) 4,199,273 3,845,806 2,088,305 1,843,775
Estimated monetary value of
benefit-in-kind 159,720 166,920 80,600 62,800
4,358,993 4,012,726 2,168,905 1,906,575
Non-Executive Directors
- fees 560,250 571,000 560,250 571,000
- emoluments 32,900 35,100 31,100 29,100
Total remuneration (excluding
benefit-in-kind) 593,150 606,100 591,350 600,100
139
Estimated monetary value of
benefit-in-kind 66,350 53,960 35,200 35,200
Total remuneration (including
benefit-in-kind) 659,500 660,060 626,550 635,300

29. Income tax expense
Group Company
2012 2011 2012 2011
Note RM RM RM RM
Recognised in profit or loss

Current tax expense
Malaysia
- current year 16,295,879 12,711,807 – 6,815,821
- under/(over) provision in prior
year 516,990 (257,919) 184,209 (75,415)
16,812,869 12,453,888 184,209 6,740,406
Overseas
- over provision in prior year – (5,940) – (5,940)
– (5,940) – (5,940)
Total current year tax recognised
in profit or loss 16,812,869 12,447,948 184,209 6,734,466
Deferred tax expense
- origination and reversal of
temporary differences 21 2,128,292 (185,065) 66,323 9,659
- under/(over) provision in prior
year 21 246,529 (441,780) 856 (39,490)
Total income tax expense 19,187,690 11,821,103 251,388 6,704,635
140

29. Income tax expense (cont’d)
Reconciliation of tax expense
Group Company
2012 2011 2012 2011
Note RM RM RM RM

Total income tax expense 19,187,690 11,821,103 251,388 6,704,635
Profit excluding tax 37,774,769 24,428,804 10,642,648 12,813,662
Income tax calculated using

Malaysian tax rate of 25%
(2011: 25%) 9,443,692 6,107,201 2,660,662 3,203,416
Non-taxable income – – (6,250,028) –
Non-deductible expenses 6,093,457 6,011,682 2,159,096 3,214,205
Deferred tax assets not
recognised 2,887,022 407,859 1,496,593 407,859
Under/(Over) provision of current
tax in prior year 516,990 (263,859) 184,209 (81,355)
Under/(Over) provision
of deferred tax in prior year 246,529 (441,780) 856 (39,490)
Tax income tax expense 19,187,690 11,821,103 251,388 6,704,635
30. Earnings per ordinary share
Basic earnings per ordinary share
The calculation of basic earnings per ordinary share at 31 December 2012 was based on the profit for the
year attributable to ordinary shareholders of RM18,678,564 (2011: RM11,859,790) and weighted average
number of ordinary shares outstanding during the year of 276,880,222 (2011: 276,763,442).
Weighted average number of ordinary shares
Group
2012 2011 141
Issued ordinary shares at 1 January 276,763,442 276,695,402

Effect of ordinary shares issued during the year 116,780 68,040
Weighted average number of ordinary shares at 31 December 276,880,222 276,763,442

30. Earnings per ordinary share (cont’d)
Diluted earnings per ordinary share
There was no dilutive potential ordinary shares as at 31 December 2012.
The calculation of diluted earnings per ordinary share at 31 December 2011 was based on profit attributable
to ordinary shareholders of RM11,859,790 and a weighted average number of ordinary shares outstanding
after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
Weighted average number of ordinary shares (diluted)
Group
2011
Weighted average number of ordinary shares (basic) 276,763,442

Effect of share options on issue 320,173
Weighted average number of ordinary shares (diluted) at 31 December 277,083,615
The outstanding employee share options are assumed to be exercised at the beginning of the year. The profit
for the year had not been adjusted as the effect arising from the exercise of the employee share options is not
material.
31. Dividends
No dividend is declared or recommended by the Company for the current year. Dividends recognised in the
prior year by the Company was:
Sen per share Amount Date of payment

(net of tax) RM
2011
Interim dividend 1.88 5,161,610 15 August 2011
142

32. Operating segments
The Group has three 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 (as 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:
(i) Construction - civil and structural construction works.

(ii) Trading in oil and gas and other - dealing in marine fuels, lubricants and petroleum based
related products products.
(iii) Cultivation - oil palm.
Inter-segment transactions 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 as included in the internal management reports
that are reviewed by the Managing Director (chief operating decision maker). Segment profit 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) 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 of assets of each segment.
Segment liabilities
Segment liabilities information is neither included in the internal management reports nor provided regularly
to the Board. Hence, no disclosure is made on segment liabilities.
Segment capital expenditure
Segment capital expenditure is the total cost incurred during the year by each operating segment to acquire
property, plant and equipment, and intangible assets other than goodwill.
Geographical segments
The Group operates in four principal geographical areas of the world:
(i) Malaysia - civil and structural construction works, dealing in marine fuels, 143
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 construction works.
(iv) Kingdom of Saudi Arabia - civil and structural construction works.

144
32. Operating segments (cont’d)
Major segment by activity
Trading In
Oil & Gas &
Other Related Other
Construction Products Cultivation Operations Eliminations Consolidated
2012
Revenue
External revenue 596,987,181 69,505,668 2,472,340 5,684,397 – 674,649,586
Inter-segment revenue – 15,374,138 – 2,200,000 (17,574,138) –
Total revenue 596,987,181 84,879,806 2,472,340 7,884,397 (17,574,138) 674,649,586
Results
Segment results 42,785,706 20,263,812 (12,377,640) 12,231,841 (25,128,950) 37,774,769
Interest income 1,585,245 201,631 1,613 158,274 – 1,946,763

Interest expenses (4,524,516) (73,979) (28,222) (4,758,840) – (9,385,557)
Share of results
in joint ventures – – – – – –
Share of loss
of associates (1,541) – – – – (1,541)

Other non-cash
expenses (i) 911,420 26,733 5,548,029 7,359 – 6,493,541
Depreciation 7,095,303 968,000 1,024,870 824,985 – 9,913,158
Other Information
Segment assets 431,952,259 11,271,321 146,300,047 141,588,587 (6,570,020) 724,542,194
Additions to
non-current assets (ii) 29,280,826 1,756,846 10,175,031 925,094 – 42,137,797
Investments in
associates 159,115 – – – – 159,115
Major segment by activity (cont’d)
Trading In
Oil & Gas &
Other Related Other
Construction Products Cultivation Operations Eliminations Consolidated
2011
Revenue
External revenue 443,481,564 54,029,391 1,670,226 35,686,393 – 534,867,574
Inter-segment revenue – 24,437,484 – 2,195,000 (26,632,484) –
Total revenue 443,481,564 78,466,875 1,670,226 37,881,393 (26,632,484) 534,867,574
Results
Segment results 16,495,573 19,538,571 (437,051) 16,458,759 (27,627,048) 24,428,804
Interest income 2,015,044 341,289 7,870 363,885 – 2,728,088
Interest expense (1,520,938) (55,086) (92,231) (7,058,410) – (8,726,665)
Share of loss of joint
ventures – – – – – –
Share of loss of
associates (2,044) – – – – (2,044)

Other non-cash
expenses (i) 1,755,835 – 492,871 6,945 – 2,255,651
Depreciation 6,984,788 769,106 – 836,803 – 8,590,697
Other Information
Segment assets 380,137,057 35,414,514 140,051,991 109,325,356 – 664,928,918
Additions to
non-current assets (ii) 20,418,380 1,393,084 16,311,078 442,084 – 38,564,626
Investments in
associates 160,656 – – – – 160,656
145
146
Major segment by geographical area
Republic of Kingdom of
Malaysia Indonesia India Saudi Arabia Eliminations Consolidated
2012
Total revenue from
external customers 680,833,089 2,472,340 – (6,455,843) (2,200,000) 674,649,586
Segment assets 516,504,102 146,300,047 7,937,969 60,370,096 (6,570,020) 724,542,194

Additions to non-current
assets (ii) 31,968,751 10,169,046 – – – 42,137,797
Investments in associates 159,115 – – – – 159,115
2011
Total revenue from

external customers 534,777,691 1,670,224 – 614,659 (2,195,000) 534,867,574
Segment assets 443,153,264 140,051,990 8,407,250 73,316,414 – 664,928,918

Additions to non-current
assets (ii) 22,253,548 16,311,078 – – – 38,564,626
Investments in associates 160,656 – – – – 160,656

(i) Other non-cash expenses consist of the following items as presented in the respective notes to the
financial statements:
Group
2012 2011
RM RM
Bad debts written off 26,733 1,755,835

Amortisation of planting expenditures 5,349,434 492,871
Amortisation of prepaid lease payments 205,540 6,945
Change in fair value of investment property 500,000 –
Loss on foreign exchange
- unrealised 411,834 –
6,493,541 2,255,651
(ii) Additions to non-current assets consist of the following items:
Group
2012 2011
RM RM
Property, plant and equipment 31,968,751 22,743,191

Planting expenditure incurred 10,169,046 15,821,435
42,137,797 38,564,626
33. Financial instruments
33.1 Categories of financial instruments
The table below provides an analysis of financial instruments categorised as follows:
(a) Loans and receivables (“L&R”);
(b) Available-for-sale financial assets (“AFS”); and

147
(c) Financial liabilities measured at amortised cost (“FL”).

148
33. Financial instruments (cont’d)
33.1 Categories of financial instruments (cont’d)
Group Company
Carrying Carrying
amount L&R/(FL) AFS amount L&R/(FL) AFS
RM RM RM RM RM RM
2012
Financial assets
Club membership & unquoted shares 115,500 – 115,500 68,000 – 68,000
Trade and other receivables # 235,600,915 235,600,915 – 197,070,778 197,070,778 –
Cash and cash equivalents 98,101,075 98,101,075 – 3,995,049 3,995,049 –
333,817,490 333,701,990 115,500 201,133,827 201,065,827 68,000
2011
Financial assets
Club membership & unquoted shares 115,500 – 115,500 68,000 – 68,000
Trade and other receivables # 207,188,679 207,188,679 – 165,124,856 165,124,856 –

Cash and cash equivalents 116,196,724 116,196,724 – 13,598,492 13,598,492 –
323,500,903 323,385,403 115,500 178,791,348 178,723,348 68,000
2012
Trade and other payables (304,052,901) (304,052,901) – (280,171,472) (280,171,472) –

Loans and borrowings (185,443,505) (185,443,505) – (2,023,357) (2,023,357) –
(489,496,406) (489,496,406) – (282,194,829) (282,194,829) –
2011
Trade and other payables (301,087,583) (301,087,583) – (247,163,415) (247,163,415) –
Loans and borrowings (153,463,681) (153,463,681) – (1,912,914) (1,912,914) –
(454,551,264) (454,551,264) – (249,076,329) (249,076,329) –
# Excluded the amounts owing by a contract customer which are under dispute as disclosed in Note 14 to the financial statements
and prepayments.
33.2 Net gains and losses arising from financial instruments
Group Company
2012 2011 2012 2011
RM RM RM RM
Net gains/(losses) arising on:

Loans and receivables (1,030,082) 972,253 84,451 283,700
Financial liabilities measured at
amortised costs 9,385,557 8,726,665 4,738,407 7,054,876
8,355,475 9,698,918 4,822,858 7,338,576
33.3 Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
33.4 Credit risk
Credit risk is the risk of a financial loss to the Group and the Company 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 receivables, balances and deposits maintained with licensed banks,
amount due from contract customers and joint venture, and advances to holding company, associate
and affiliates while the Company’s exposure to credit risk arises principally from trade receivables,
balances and deposits maintained with licensed banks, amount due from contract customers 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.
Exposure to credit risk, credit quality and collateral
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is 149
represented by the carrying amounts in the statements 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.

33.4 Credit risk (cont’d)
Receivables (cont’d)
Impairment losses
The ageing of trade receivables (current and non-current), excluding an amount owing by a contract
customer which is under dispute, as disclosed in Note 14 as at the end of the reporting period was:
Individual
Gross impairment Net
Group RM RM RM
2012
Not past due 23,077,726 – 23,077,726
Past due 0 – 30 days 4,185,212 – 4,185,212
Past due 31– 120 days 976,881 – 976,881
Past due more than 120 days 6,074,664 – 6,074,664
34,314,483 – 34,314,483
2011
Not past due 11,416,099 – 11,416,099
Past due 0 – 30 days 6,684,521 – 6,684,521
Past due 31– 120 days 5,127,219 – 5,127,219
29,967,939 – 29,967,939
Company
2012
Not past due 2,822,831 – 2,822,831
Past due 0 – 30 days – – –
Past due 31– 120 days – – –
6,467,823 – 6,467,823
2011
150 Not past due 2,822,832 – 2,822,832
Past due 0 – 30 days 3,314,253 – 3,314,253
Past due 31– 120 days – – –
9,943,538 – 9,943,538
There is no allowance made for impairment losses of trade receivables for the Group and the Company
during the financial year.

33.4 Credit risk (cont’d)

Inter-company balances
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 the ultimate holding company, associate, joint
ventures and affiliates which are not material.
Exposure to credit risk, credit quality and collateral
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 14.
Impairment losses
As at the end of the reporting period, there was no indication that the amounts due from the ultimate
holding company, subsidiaries, associate, joint ventures and affiliates are not recoverable.
33.5 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when
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.
151

152
33.5 Liquidity risk (cont’d)
Maturity analysis
The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities as at the end of
the reporting period based on undiscounted contractual payments:
Carrying Contractual Contractual Under 1 to 2 2 to 5 More than

amount interest rate/ cash flows 1 year years years 5 years
Group RM coupon RM RM RM RM RM
2012
Trade and other payables 304,052,901 – 304,052,901 304,052,901 – – –
Bank overdrafts 19,310,739 6.65% – 8.10% 20,715,528 20,715,528 – – –
Trust receipts 412,981 7.60% 414,528 414,528 – – –
Finance lease liabilities 14,362,128 2.15% – 6.98% 15,714,481 5,418,748 4,390,934 5,904,799 –
Term loans 151,357,657 4.80% – 6.70% 174,913,981 22,565,508 21,421,118 57,548,679 73,378,676
489,496,406 515,811,419 353,167,213 25,812,052 63,453,478 73,378,676
2011

Bank overdrafts 14,720,417 7.60% – 8.10% 15,765,582 15,765,582 – – –
Trust receipts 11,489,667 7.60% – 7.85% 11,867,123 11,867,123 – – –
Finance lease liabilities 14,337,384 4.55% – 6.09% 15,709,646 5,813,992 4,137,503 5,758,151 –
Term loans 112,916,213 4.85% – 5.15% 135,384,471 20,312,931 19,548,728 53,258,348 42,264,464
454,551,264 479,814,405 354,847,211 23,686,231 59,016,499 42,264,464
33.5 Liquidity risk (cont’d)
Maturity analysis (cont’d)
The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities as at the end of
the reporting period based on undiscounted contractual payments (cont’d):
Carrying Contractual Contractual Under 1 to 2 2 to 5 More than

amount interest rate/ cash flows 1 year years years 5 years
Company RM coupon RM RM RM RM RM
2012
Finance lease liabilities 2,023,357 2.15% – 3.50% 2,196,505 693,212 676,522 826,771 –
282,194,829 282,367,977 280,864,684 676,522 826,771 –
2011
Finance lease liabilities 1,912,914 2.15% – 3.50% 2,095,808 653,425 537,168 905,215 –
249,076,329 249,259,223 247,816,840 537,168 905,215 –

153
33.6 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and
other prices will affect the Group’s financial position or cash flows.
33.6.1 Currency risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in a
currency other than the respective functional currencies of Group entities. The currencies giving
rise to this risk are primarily US Dollar (“USD”).
The Group presently does not hedge its foreign currency exposures. Nevertheless, the
management regularly monitor its exposure and keep this policy under review.
Exposure to foreign currency risk
The Group’s exposure to foreign currency (a currency other than the respective functional
currencies of Group entities) risk, based on carrying amounts as at the end of the reporting
period was:
2012 2011
USD USD
Group
In RM
Bank borrowing (4,855,944) –
Exposure in the statement of financial position (4,855,944) –
Currency risk sensitivity analysis
A 10% (2011: 10%) strengthening of the RM against the following currencies 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 interest rates,
remained constant and ignores any impact of forecasted sales and purchases.
154

33.6 Market risk (cont’d)
33.6.1 Currency risk (cont’d)
Currency risk sensitivity analysis (cont’d)
2012 2011
Profit or Profit or
Equity loss Equity loss
USD (364,196) (364,196) – –
A 10% (2011: 10%) weakening of RM against the above currencies at the end of the reporting
period would have had equal but opposite effect on the above currencies to the amounts shown
above, on the basis that all other variables remained constant.
33.6.2 Interest rate risk
The Group’s fixed rate borrowings are exposed to a risk of change in their fair value due to
changes in interest rates. The Group’s variable rate borrowings are exposed to a risk of change
in cash flows due to changes in interest rates. Short term receivables and payables are not
significantly exposed to interest rate risk.
The Group’s excess cash is invested in fixed deposits with tenure of less than a year, hence
exposure to risk of change in their fair values due to changes in interest rates is not significant.
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.
155

33.6.2 Interest rate risk (cont’d)

Exposure to interest rate risk
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
2012 2011 2012 2011
RM RM RM RM
Fixed rate instruments

Financial assets 70,153,424 87,516,239 2,826,590 6,619,248
Financial liabilities (14,775,109) (25,827,051) (2,023,357) (1,912,914)
55,378,315 61,689,188 803,233 4,706,334
Floating rate instruments

Financial liabilities 170,668,396 127,636,630 – –
Interest rate risk sensitivity analysis
(a) Fair value sensitivity analysis for fixed rate instruments
The Group only has fixed-rate deposits placed with licensed banks with tenure of less
than twelve (12) months. The Group does not account for fixed rate financial assets and
liabilities at fair value through profit or loss. Therefore, a change in interest rates at the
end of the reporting period would not affect profit or loss.
156

33.6.2 Interest rate risk (cont’d)
Interest rate risk sensitivity analysis (cont’d)
(b) Cash flow sensitivity analysis for variable rate instruments
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.
Equity Profit or loss

1% 1% 1% 1%
increase decrease increase decrease
RM RM RM RM
2012
Floating rate
instruments
Term loans (1,135,183) 1,135,183 (1,135,183) 1,135,183
Bank overdrafts (144,830) 144,830 (144,830) 144,830
Cash flow sensitivity
(net) (1,280,013) 1,280,013 (1,280,013) 1,280,013
2011
Floating rate
instruments
Term loans (846,871) 846,871 (846,871) 846,871
Bank overdrafts (110,403) 110,403 (110,403) 110,403
Cash flow sensitivity
(net) (957,274) 957,274 (957,274) 957,274
33.7 Fair value of financial instruments
The carrying amounts of cash and cash equivalents, short term receivables and payables and short 157
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 market prices and the inability to estimate fair value without incurring
excessive costs.

33.7 Fair value of financial instruments (cont’d)
The fair values of other financial assets and liabilities, together with the carrying amounts shown in the
statements of financial position, are as follows:
2012 2011
Carrying Carrying
amount Fair value amount Fair value
Group RM RM RM RM
Financial asset
Club membership 68,000 68,000 68,000 68,000
Term loans 151,357,657 151,113,519 112,916,213 110,341,828
Finance lease liabilities 14,362,128 14,326,237 14,337,384 14,338,847
2012 2011
Carrying Carrying
amount Fair value amount Fair value
Company RM RM RM RM
Financial asset
Club membership 68,000 68,000 68,000 68,000
Finance lease liabilities 2,023,357 2,030,373 1,912,914 1,922,074
The following summarises the methods used in determining the fair value of financial instruments
reflected in the above table.
Non-derivative financial liabilities
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 finance leases, the market rate of interest is determined by reference to similar
158 lease agreements.

33.7 Fair value of financial instruments (cont’d)
Interest rates used to estimate fair value
The interest rates used to discount estimated cash flows, when applicable, are as follows:
2012 2011
Group
Finance lease liabilities 3.18% 3.25%
Term loans 4.80% - 6.70% 5.09% - 5.15%
Company
Finance lease liabilities 3.18% 3.25%
Fair value hierarchy
The Group has no financial instrument measured at fair value. Hence, no further disclosure is required.
34. Capital management
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 total borrowings over shareholder’s equity.
The net debt-to-capital ratio at 31 December 2012 and 2011 were as follows:
2012 2011
Note RM RM
Total borrowings 20 185,443,505 153,463,681

Less: Cash and cash equivalents 17 (98,101,075) (116,196,724) 159
Net debt 87,342,430 37,266,957
Total equity 213,049,729 197,276,305
Debt-to-equity ratio 0.41 0.19

34. Capital management (cont’d)
Under the requirement of Bursa Malaysia Practice No. 17/2005, the Company is required to maintain a
consolidated shareholders’ equity equal or not less than 25% of the issued and paid-up capital (excluding
treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with
this requirement.
35. Operating leases
Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
Group
2012 2011
RM RM
Less than one year 121,720 133,320

Between one and five years 162,330 272,530
More than 5 years – 6,900
284,050 412,750
This is in respect of lease rental payable for leasing of office equipment with lease tenure of five (5) years
which commenced in 2010.
Leases as lessor
The Group leases out its investment property (see note 7). The future minimum lease receivables under non-
cancellable leases are as follows:
Group
2012 2011
RM RM
Less than one year 12,000 24,000

Between one and five years – 12,000
12,000 36,000
160

36. Capital commitments
Group
2012 2011
RM RM
Capital expenditure commitments

Property, plant and equipment
Contracted but not provided for 345,500 9,167,000
37. Contingent liabilities
Group
The Directors are of the opinion that provisions are not required as at the 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.
Contingent liabilities not considered remote

Litigation (unsecured)
The Group is defending a claim of RM15.2 million brought by a joint venture partner in year 2010 against
breaches of a joint venture agreement in Malaysia. The Group has also filed a defence and counterclaim
against the joint venture partner for breach of the joint venture agreement, breach of fiduciary duties and
breach of trust and negligence. In August 2011, the High Court dismissed the application of the Group to
strike out the claim by the joint venture partner. The Group filed an appeal with the Court of Appeal. In
January 2012, the Court of Appeal, by majority, struck out the claims by the joint venture partner. The joint
venture partner has filed an appeal with the Federal Court in February 2012 and the matter is now fixed for
case management on 9 May 2013. The Directors are of the view that, based on the opinion of their external
legal counsel, the Group has a good case and expect the Group to succeed at trial.
Company
2012 2011
RM RM
Unsecured
Corporate guarantees given to financial institutions and suppliers in respect
of credit facilities granted to subsidiaries 423,256,424 313,235,651
161
Secured
Corporate guarantee given together with a pledge of cash deposits of the
Company amounting to RM2,821,584 (2011: RM2,755,820) to a financial
institution in respect of credit facilities granted to subsidiary 106,177,884 118,210,671
529,434,308 431,446,322

38. Related parties
Identity of related parties
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.
Significant related party transactions
The significant related party transactions of the Group and of the Company, other than key management
personnel compensation (see Note 28), are as follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
Subsidiaries
Dividend income receivable – – (25,000,110) (28,000,120)
Management fees receivable – – (2,200,000) (2,195,000)
Holding company
Administrative service payable 120,000 120,000 – –
Insurance premium payable 855,975 871,856 61,429 79,280
162

38. Related parties (CONT’D)
Significant related party transactions (cont’d)
The transactions with the Directors, parties connected to the Directors and companies in which the Directors
have substantial financial interests are as follows:
Group
2012 2011
RM RM
Purchases from subsidiaries of Chuan Huat Resources Berhad, a company

in which Dato’ Sri Haji Wan Zaki bin Haji Wan Muda has
substantial financial interests and is also a Director
- Chuan Huat Industrial Marketing Sdn. Bhd. 18,952,970 33,219,698
- Chuan Huat Hardware Sdn. Bhd. 1,232,130 266,303
Rental of premises paid to a Director, Dato’ Sri Haji Wan Zaki bin Haji
Wan Muda 36,000 36,000
Professional fees paid to a Director, Dato’Ismail @ Mansorbin Said 18,000 18,000
Purchase of materials from other subsidiaries of ultimate holding company 2,391,407 2,298,478
The outstanding balances arising from the above transactions have been disclosed in Note 14 and Note 22 to
the financial statements.
39. Acquisition of subsidiaries
a) On 25 October 2012, the Company acquired one (1) share of RM1 representing 50% of the issued
and paid-up share capital of Temala Development Sdn. Bhd. (“Temala Development”) for a cash
consideration of RM1. Subsequently, the Company has subscribed RM349,999 new shares divided into
349,999 ordinary shares of RM1 each in Temala Development. Following the subscription of the new
shares, Temala Development became a 70% subsidiary of the Company.
b) On 8 November 2012, the Company acquired one (1) share of RM1 representing 50% of the
issued and paid-up share capital of Betanaz Properties Sdn. Bhd. (“Betanaz Properties”) for a cash
consideration of RM1. Subsequently, the Company has subscribed RM509 new shares divided into
509 ordinary shares of RM1 each in Betanaz Properties. Following the subscription of the new shares,
Betanaz Properties became a 51% subsidiary of the Company.
163
c) On 11 December 2012, the Company incorporated a wholly-owned subsidiary known as Peninsular
Prokonsult Sdn. Bhd. (“Prokonsult”). Prokonsult was incorporated with an authorised capital of
RM100,000 divided into 100,000 ordinary shares of RM1.00 each and an issued and paid up capital
of RM2. The 2 ordinary shares of RM1 were issued to the Company for a cash consideration of RM2.
The acquisition of subsidiaries did not have any material impact to the financial statements of the Group.

40. Significant events during the year
The significant events during the financial year are as follows:
(i) On 31 January 2012, one of the Company’s wholly owned subsidiaries was awarded an infrastructure
project, “Projek Mass Rapid Transit Lembah Kelang: Jajaran Sungai Buloh-Kajang” for the Package V6:
‘Construction and Completion of Viaduct Guideway and Other Associated Works from Plaza Phoenix
to Bandar Tun Hussein Onn Station’ from Mass Rapid Transit Corporation Sdn. Bhd. with a total value
of approximately RM765 million.
(ii) On 18 July 2012, the Group acquired a piece of 30 acres land located at Mukim Kuala Kuantan for a
total cash consideration of RM8,494,200. The land is held for future commercial property development
as disclosed in Note 5.
(iii) On 2 October 2012, one of the wholly owned subsidiary was awarded a building project, “Cadangan
Meroboh Bangunan Podium Sediada dan Membina Bangunan Hotel 50 Tingkat Berserta 6 Tingkat
Besmen yang Mengandungi Tempat Letak Kereta dan Servis Mekanikal/Eletrikal, dan 1 Blok Podium 5
Tingkat yang Mengandungi Tempat Letak Kereta, Pencawang Elektrik Utama Tenaga Nasional Berhad
dan Kemudahan Hotel yang Akan Disambungkan Dengan Pejabat Sediada, dan Menaik Taraf Bangunan
Pejabat 35 Tingkat yang Sediada” at Lot 1194 Jalan Sultan Ismail, Seksyen 57, Bandar Kuala Lumpur,
Wilayah Persekutuan with a total value of approximately RM673 million.
(iv) The Group signed a contract agreement with a customer on 28 June 2005 for a development of
university campus - project phases 1 and 2 in Riyadh, Saudi Arabia. Although certain development
work had been completed, the overall progress of the development project was stalled due to various
disputes over the work progress between the Group and the said contract customer. Despite numerous
attempts to resolve the disputes, the Group and the customer failed to reach an amicable solution.
Pursuant to the arbitration clause stated in the contract agreement, the Group has initiated arbitration
proceedings in March 2011 against the said customer by claiming an amount of SAR170.2 million
(equivalent to RM144.2 million). Included in this claim amount is RM53.2 million for contract revenue
recognised in previous years and RM44.7 million in respect of the performance and advance payments
bonds as disclosed in Note 14 to the financial statements.
In January 2012, the Group has submitted its memorial of claims to International Court of Arbitration
under International Chamber of Commerce (“ICC Court”). The sole arbitrator appointed by the ICC
Court has heard the case in May 2012. The Group is still awaiting for the sole arbitrator’s final award
to be issued as this has been postponed since September 2012. Based on the surrounding facts of the
case and advice from their external legal counsels, the Directors are of the view that the Group has a
strong case for this claim. Consequently, the Group has not made any provision for loss of the aforesaid
outstanding amounts.
164
41. Subsequent events after the year end
On 13 February 2013, the Company signed a Concession Agreement with the Government of Malaysia for
the design, construction, completion, operation, management and maintenance of the East Klang Valley
Expressway for a concession period of fifty (50) years. Expenditure incurred in relation to this concession as at
31 December 2012 is disclosed in Note 8.

42. Supplementary information on the breakdown of realised and unrealised

profits or losses
The breakdown of the retained earnings and accumulated losses of the Group and of the Company,
respectively, as at 31 December, into realised and unrealised profits or losses, pursuant to Paragraphs 2.06 and
2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
Total retained earnings/ (accumulated

losses) of the Company and
its subsidiaries:
- realised 116,957,097 86,493,280 (56,543,318) (67,438,197)
- unrealised (4,774,385) 1,441,622 (5,025,196) (4,521,577)
112,182,712 87,934,902 (61,568,514) (71,959,774)
Total share of retained earnings

of associated companies
- realised 49,115 50,646 – –
Total share of accumulated losses of

jointly-controlled entities
- realised (288,352) (288,352) – –
Less: Consolidation adjustments (40,427,472) (34,859,757) – –

Total retained earnings/(accumulated
losses) 71,516,003 52,837,439 (61,568,514) (71,959,774)
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.
165

Statement by
DIRECTORS
pursuant to Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 72 to 164 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 2012 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 42 on page 165 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 Dato’ Seri Aman bin Raja Haji Ahmad Dato’ Wan Zakariah bin Haji Wan Muda
Kuala Lumpur,
Date: 26 April 2013
Statutory
DECLARATION
pursuant to Section 169(16) of the Companies Act, 1965
I, Azlan bin Ash’ari, 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 72 to 165 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 above named in Kuala Lumpur on 26 April 2013.
Before me:
166 )
)
)
)
)
Azlan bin Ash’ari

Independent
AUDITORS’ REPORT
to the Members of Ahmad Zaki Resources Berhad
Report on the Financial Statements
We have audited the financial statements of Ahmad Zaki Resources Berhad, which comprise the statements of
financial position as at 31 December 2012 of the Group and of the Company, and the statements of profit or loss
and other comprehensive income, changes in equity and cash flows of the Group and of the Company for the year
then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages
72 to 164.
Directors’ Responsibility for the Financial Statements
The Directors of the Group and of the Company are responsible for the preparation of financial statements so as to
give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies
Act, 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2012 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.·
167

Independent Auditors’ Report (cont’d)
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 14 and Note 40 (iv) to the financial statements in respect
of amounts owing by a contract customer in relation to a development project in Saudi Arabia which remained
under dispute amounting to RM97.9 million as at 31 December 2012. In January 2012, the Group has submitted its
memorial of claims to International Court of Arbitration under International Chamber of Commerce (“ICC Court”).
The sole arbitrator appointed by the ICC Court has heard the case in May 2012. The Group is still awaiting for the
sole arbitrator’s final award to be issued although this has been postponed since September 2012. Based on the
surrounding facts of the case and advice from their external legal counsels, the Directors are of the view that the
Group has a strong case for this claim. Consequently, the Group has not made any provision for loss of the aforesaid
outstanding amounts.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with
the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted
as auditors, which are indicated in Note 10 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by
us for those purposes.
(d) The audit report on the accounts of the subsidiaries did not contain any qualification or any adverse comment
made under Section 174(3) of the Act.
Other Reporting Responsibilities
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The
information set out in Note 42 on page 165 to the financial statements has been compiled by the Company as
required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required by the Financial Reporting
Standards. We have extended our audit procedures to report on the process of compilation of such information. In
our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance
on 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,
168 and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

Independent Auditors’ Report (cont’d)
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for
the content of this report.
KPMG Johan ldris

Firm Number: AF 0758 Approval Number: 2585/10/14(J)
Chartered Accountants Chartered Accountant
Petaling Jaya, Malaysia
Date: 26 April 2013
169

Analysis of
SHAREHOLDINGS
as at 30 April 2013
Authorised Share Capital: : RM 500,000,000.00

Class of Shares : Ordinary Share of RM0.50 each
Issued and Fully Paid-up Share Capital : RM 138,471,094.50
Voting Rights : One vote per RM0.50 per share
Statement of Director’s Shareholdings
Number of Ordinary shares of RM0.50 each

Direct Deemed
Interest % Interest %
The Company
Ahmad Zaki Resources Berhad
Raja Dato’ Seri Aman bin Raja Haji Ahmad 0 0 0 0
Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 2,066,760 0.75 163,061,136* 59.20*
Dato’ Wan Zakariah bin Haji Wan Muda 2,101,096 0.76 0 0
Dato’ Haji Mustaffa bin Mohamad 1,937,148 0.70 1,050,000 0.38
Dato’ W Zulkifli bin Haji W Muda 3,447,696 1.25 0 0.00
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 0 0 0 0
Datuk (Prof.) A Rahman @ Omar bin Abdullah 1,200,000 0.44 0 0
Dato’ Haji Ismail @ Mansor bin Said 102 0 10,000 0
Ultimate Holding Company

Dato’ Sri Haji Wan Zaki bin Haji Wan Muda 500,001 50.00 0 0
Dato’ Wan Zakariah bin Haji Wan Muda 100,000 10.00 0 0
Dato’ W Zulkifli bin Haji W Muda 100,000 10.00 0 0
* shares held through Zaki Holdings (M) Sdn Bhd
By virtue of Dato’ Sri Haji Wan Zaki bin Haji Wan Muda having an interest of more than 15% of the shares in
Ahmad Zaki Resources Berhad, he is deemed interested in the shares of its subsidiaries to the extent the Company
has an interest.
Other than as disclosed above, none of the Directors held any shares or have any interest in the Company and its
related companies as at 30 April 2013.
170

Analysis of Shareholdings (cont’d)
DISTRIBUTION OF SHAREHOLDINGS
No. Of Shareholders No. Of Shares % Of Shareholdings
Category
Malaysian Foreign Malaysian Foreign Malaysian Foreign
LESS THAN 100 SHARES 145 1 2,760 28 0.00 0.00

100 TO 1000 SHARES 460 2 286,675 2,000 0.10 0.00
1,001 TO 10,000 SHARES 2,566 30 14,635,828 166,540 5.28 0.06
10,001 TO 100,000 SHARES 1,187 25 36,788,738 967,753 13.28 0.35
100,001 TO LESS THAN 5% 124 6 58,875,584 2,155,147 21.26 0.78
OF ISSUED SHARES
5% AND ABOVE OF ISSUED SHARES 3 - 163,061,136 - 58.89 0.00
SUBTOTAL 4,485 64 273,650,721 3,291,468 98.81 1.19
LIST OF SUBSTANTIAL SHAREHOLDERS (5% and above excluding Bare Trustees)

No of Ordinary Shares of RM0.50
Deemed
Direct % Interest %
1. AMMB NOMINEES (TEMPATAN) SDN BHD 27,600,000 10.02 0 0

AMBANK (M) BERHAD FOR ZAKI HOLDINGS (M)
SDN BHD
2. ZAKI HOLDINGS (M) SDN BHD 135,461,136 49.18 0 0
3. DATO’ SRI HAJI WAN ZAKI BIN HAJI WAN MUDA 2,066,760 0.75 163,061,136* 59.20*
* Shares held through Zaki Holdings (M) Sdn Bhd
LIST OF 30 LARGEST SHAREHOLDERS

No. Shareholder SHARES HELD %
1 ZAKI HOLDINGS (M) SDN BHD 97,282,064 35.32

2 ZAKI HOLDINGS (M) SDN BHD 38,179,072 13.86
3 AMMB NOMINEES (TEMPATAN) SDN BHD 27,600,000 10.02
AMBANK (M) BERHAD FOR ZAKI HOLDINGS (M) SDN BHD
4 AMANAHRAYA TRUSTEES BERHAD 6,125,400 2.22 171
PUBLIC ISLAMIC SELECT TREASURES FUND
5 AMANAHRAYA TRUSTEES BERHAD 2,786,100 1.01
PUBLIC ISLAMIC OPPORTUNITIES FUND
6 NG TECK LONG 2,449,600 0.89
7 GEOSAKTI SDN BHD 2,252,900 0.82

Analysis of Shareholdings (cont’d)
LIST OF 30 LARGEST SHAREHOLDERS (Cont’d)

No. Shareholder SHARES HELD %
8 DATO’ WAN ZAKARIAH BIN WAN MUDA 2,101,096 0.76

9 DATO’ SRI HAJI WAN ZAKI BIN WAN MUDA 2,066,760 0.75
10 DATO’ W ZULKIFLI BIN W MUDA 1,919,696 0.70
11 NEOH CHOO EE & COMPANY, SDN. BERHAD 1,850,000 0.67
12 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 1,528,000 0.55
PLEDGED SECURITIES ACCOUNT FOR DATO’ W ZULKIFLI BIN W MUDA
(006111262)
13 NIK MAHANI BINTI NIK MOHD RASHID 1,433,008 0.52
14 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 1,400,500 0.51
EMPLOYEES PROVIDENT FUND BOARD (PHEIM)
15 DATUK (PROF.) A RAHMAN @ OMAR BIN ABDULLAH 1,200,000 0.44
16 AL WAKALAH NOMINEES (TEMPATAN) SDN BHD 1,200,000 0.44
PLEDGED SECURITIES ACCOUNT FOR DATO’ HAJI MUSTAFFA
BIN MOHAMAD
17 AHMAD RIZAL BIN ABDUL RAHMAN 1,055,000 0.38
18 NAIMAH BINTI HASHIM 1,050,000 0.38
19 MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,000,700 0.36
PLEDGED SECURITIES ACCOUNT FOR SU TIING UH
20 LOW CHU MOOI 1,000,000 0.36
21 HSBC NOMINEES (ASING) SDN BHD 911,000 0.33
EXEMPT AN FOR CREDIT SUISSE (SG BR-TST-ASING)
22 CARTABAN NOMINEES (TEMPATAN) SDN BHD 797,600 0.29
AXA AFFIN GENERAL INSURANCE BERHAD
23 DATO’ HAJI MUSTAFFA BIN MOHAMAD 737,148 0.27
24 CITIGROUP NOMINEES (ASING) SDN BHD 658,600 0.24
EXEMPT AN FOR MERRILL LYNCH PIERCE FENNER & SMITH
INCORPORATED (FOREIGN)
25 MAYBANK NOMINEES (TEMPATAN) SDN BHD 631,000 0.23
PLEDGED SECURITIES ACCOUNT FOR ANG PIANG KOK
26 FONG TING WONG 626,000 0.23
27 TAN KIA LAI 596,500 0.22
28 CIMSEC NOMINEES (TEMPATAN) SDN BHD 567,400 0.21
172 CIMB BANK FOR NGO KIN WEE (M73088)
29 ROMINI AZAH BINTI ABDUL RAHMAN 505,000 0.18
30 ABDULL STAR KHAN BIN AMIRULLAH KHAN 500,000 0.18
The analysis of shareholdings is based on the issued and paid up capital of the Company after deducting 1,478,100
ordinary shares bought back by the Company and held as treasury as at 30 April 2013.

List of
PROPERTIES
31 December 2012
Tenure NBV/ Prepaid

Date of Description of property (age of Total land area/ Lease Payment
Title & location of property acquisition (existing use) building) (built up area) RM’000
GM 372 Lot 981 and 20.01.1994 Menara AZRB Freehold 54,967 sq.ft. 56,084
GM 4708 Lot 985, &
Mukim of Setapak, 16.02.1994
Wilayah Persekutuan
Kuala Lumpur.
GM 1012 Lot 22050, 03.08.2007 Menara AZRB, Freehold 12,066.34 sq.ft 1,448
Tempat Riffle Range, Car Park
Mukim of Setapak,
Wilayah Persekutuan
Kuala Lumpur.
EMR 873, Lot 826, 30.10.1993 Land and 1-storey Freehold 202,815/ 18,000
Mukim of Sungai Karang buildings held for rental (17 years) (64,670)sq.ft.
District of Kuantan,
Pahang Darul Makmur.
HS (M) 1038 Lot PT 4782 05.05.1997 Adjoining 5 –storey Freehold 3,498/ 2,150
and HS (M) 1039 Lot PT 4783, buildings for own use (16 years) (20,728) sq.ft.
Mukim of Setapak,
Wilayah Persekutuan
Kuala Lumpur.
HS (M) 994 Lot 16360, 28.09.2000 5-storey building for Freehold 1,581/ 717
Mukim of Setapak, own use (26 years) (10,364)sq.ft.
Wilayah Persekutuan
Kuala Lumpur.
Lot PT2100, HSD 722 15.07.2003 Vacant land for quarry Leasehold 20 hectares 83
Mukim Kuala Telemong operation Expiring
District of Hulu Terengganu 18.10.2025
Kuala Terengganu,
Terenganu.
HS (M) 929 Lot 16343, 24.11.2005 4 storey building Freehold 1,604/ 687
Mukim of Setapak, for own use (14 years) (8,291) sq.ft
Wilayah Persekutuan
173
Kuala Lumpur.

List of Properties (cont’d)
Tenure NBV/ Prepaid

Date of Description of property (age of Total land area/ Lease Payment
Title & location of property acquisition (existing use) building) (built up area) RM’000
HGU No. 5, 31.05.2005 Land for cultivation Leasehold 7,740 hectares 9,107
Desa Amboyo Selatan. expiring
Kecamatan Ngabang, 27.09.2033
Kabuputen Pontianak,
Kalimantan Barat,
Republic of Indonesia.
GM 1754 Lot 167, 8.10.2010 Vacant land Freehold 4.6 hectares 697
Mukim of Sabai,
District of Bentong,
HS (D) 29915, Lot PT 91677 18.12.2012 Commercial Freehold 12.14 hectares 8,657
Mukim Kuala Kuantan development
Kuantan,
174

AHMAD ZAKI RESOURCES BERHAD
(432768-X)
(Incorporated in Malaysia)
FORM OF 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 16th Annual General Meeting of the Company to be held at Tun Sri Lanang 1 & 2, Ground Floor, The Royale
Chulan Kuala Lumpur, 5, Jalan Conlay, 50450 Kuala Lumpur on Thursday, 27 June 2013 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)
*First Proxy (1) % *Second Proxy (2) %
*My/our proxy is to vote as indicated below:-
NO. RESOLUTIONS FOR AGAINST Number of Tel. No/

1. RESOLUTION1 Shares Held Handphone No.
2. RESOLUTION 2
3. RESOLUTION 3 NOTES:
4. RESOLUTION 4 1. A member of the Company shall not be entitled to appoint more
than two (2) proxies to attend and vote at the same meeting and
5. RESOLUTION 5 where the member appoints two (2) proxies to attend and vote at
the same meeting, such appointment shall be invalid unless the
6. RESOLUTION 6 member specifies the proportion of his/her holdings to be presented
by each proxy. A proxy may but need not be a member of the
7. RESOLUTION 7 Company and the provision of Section 149(1) (b) of the Companies
8. RESOLUTION 8 Act, 1965 shall not apply to the Company.
9. RESOLUTION 9 2. Where a member of the Company is an exempt authorised nominee

which holds ordinary shares in the Company for multiple beneficial
10. RESOLUTION 10 owners in one securities account (“omnibus account”) as defined
under the Securities Industry (Central Depositories) Act 1991, there
11. RESOLUTION 11 is no limit to the number of proxies which the exempt authorised
nominee may appoint in respect of each omnibus account it holds.
(Please indicate with an “X” in the appropriate spaces 3. The instrument appointing a proxy shall be in writing under the
provided above as to how you wish your votes to be hand of the appointer or of his/her attorney duly authorised in
cast.If you do not do so, the proxy will vote or abstain writing or, if the appointer is a corporation, either under its Common
Seal or under the hand of an officer or attorney duly authorised.
from voting at *his/her discretion).
4. The instrument appointing a proxy must be completed, signed
and deposited at the office of the Share Registrar, Mega Corporate
This day of 2013 Services Sdn Bhd at Level 15-2, Bangunan Faber Imperial Court,
Jalan Sultan Ismail, 50250 Kuala Lumpur, not less than forty-eight
(48) hours before the time set for the meeting or at any adjournment
thereof.
5. In respect of deposited securities, only members whose names

Signature of member(s)/Seal appear on the Record of Depositors as at 20 June 2013 shall be
(* Delete where inapplicable) eligible to attend, speak and vote at the 16th Annual General
Meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.
Stamp
MEGA CORPORATE SERVICES SDN BHD

Level 15-2, Bangunan Faber Imperial Court
Jalan Sultan Ismail,
50250 Kuala Lumpur.
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CONTENTS

2 Notice of Annual General Meeting 36 Report of the Audit Committee

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

AND THAT such approval shall continue to be in force until:

(iii) revoked or varied by resolution passed by the shareholders in a general meeting,

whichever is the earliest,

7. Authority to Continue in Office as Independent Non-Executive Director

8. Proposed Amendments to the Articles of Association of the Company

By Order of the Board

Haji Bahari bin Johari (LS 0008773)

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Explanatory Notes on Special Business:

8. Resolutions 8 to 10 – Authority to Continue in Office as Independent Non-Executive Director

9. Resolution 11 - Proposed Amendments to the Articles of Association of the Company

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Executive Directors Total Meeting Attended % of Attendence

Dato’ Wan Zakariah bin Haji Wan Muda 8/8 100%

Dato’ Haji Mustaffa bin Mohamad 7/8 87%

Dato’ W Zulkifli bin Haji W Muda 6/8 75%

Datuk (Prof.) A Rahman @ Omar bin Abdullah 5/8 62%

Dato’ Haji Ismail @ Mansor bin Said 8/8 100%

2. Place, date and time of Meeting

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

REGISTERED OFFICE PRINCIPAL BANKERS

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

ENGINEERING AND CONSTRUCTION

OIL & GAS

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Year ended 31 December

REVENUE SHAREHOLDERS’ FUNDS

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

RAJA DATO’ SERI AMAN

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

DATO’ SRI HAJI WAN ZAKI

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

DATO’ WAN ZAKARIAH

Dato’ Wan Zakariah obtained a Bachelor of Science degree CONFLICT OF INTEREST

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

TAN SRI DATO’ LAU YIN PIN

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

DATUK (PROF.) A RAHMAN

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

DATO’ HAJI ISMAIL

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

DATO’ HAJI MUSTAFFA

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

B. CONTROL ENVIRONMENT AND ACTIVITIES

Enterprise Risk Management Policy

The following are the key objectives of the Group’s ERMP:

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Internal Audit Function

Independence of the Audit Committee

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Business Plan and Budget

Documented Policies and Procedures

Human Resource Policy

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Roles and Responsibilities

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

Board Appointment Process

AHMAD ZAKI RESOURCES BERHAD Annual Report 2012

28 February 4th Floor, Meeting Room, 8 4 (100%) 4 (100%)