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Federal Territory Mosque

CONTENTS
2 Notice of Annual General Meeting
5 Statement Accompanying
Notice of Annual General Meeting
6 Corporate Information
7 Corporate Structure
8 5-Year Financial Highlights
12 Directors’ Profile
22 Statement of Internal Control
24 Corporate Governance Statement
32 Statement of Directors’ Responsibilities
in Preparing the Financial Statements
33 Report of the Audit Committee
36 Other Information
38 Quality, Health, Safety and Environment
40 Chairman’s Statement / Penyata Pengerusi
48 Review of Operations
52 Calendar of Events
55 Financial Statements
153 Analysis of Shareholdings
156 List of Properties
Proxy Form
Notice of
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 15th Annual General Meeting of the Company will be held at Dillenia & Eugenia Room,
Ground Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday, 19 June 2012 at 10:00
am for the following purposes:-

AGENDA

As Ordinary Business:

1. To receive the Audited Financial Statements of the Company for the year ended 31 December 2011
together with the Reports of the Directors and Auditors thereon. (Please refer to Note A)

2. To approve the payment of Directors’ fees for the year ended 31 December 2011. (Resolution 1)

3. To re-elect the following Directors retiring under the provisions of the Articles of Association of the
Company:-

(i) Raja Dato’ Seri Aman Bin Raja Haji Ahmad (Resolution 2)
(ii) Dato’ Haji Ismail @ Mansor Bin Said (Resolution 3)
(iii) Datuk (Prof.) A Rahman @ Omar Bin Abdullah (Resolution 4)

4. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fix their
remuneration. (Resolution 5)

As Special Business:-

To consider and if thought fit, to pass the following resolutions as ordinary resolutions with or without
modifications:

5. Ordinary Resolution
Authority to Directors to Allot and Issue Shares (Resolution 6)

“THAT, subject to the Companies Act, 1965, the Articles of Association of the Company and the
approvals from Bursa Malaysia Securities Berhad and other relevant governmental/regulatory
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.”

2 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notice of Annual General Meeting (cont’d)

6. Ordinary Resolution
Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transaction of a
Revenue or Trading in Nature (Resolution 7)

“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of
the Company and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval
be and is hereby given to the Company, its subsidiaries or any of them to enter into any of the
transactions falling within the types of the Recurrent Related Party Transactions, particularly of which
are set out in the Circular to Shareholders dated 28 May 2012 with the Related Parties as described in
the said Circular, provided that such transactions are of revenue or trading nature, which are necessary
for the day-to-day operations of the Company and/or its subsidiaries, in the ordinary course of business
and are on terms not more favourable to the related parties than those generally available to the
public and not to the detriment of the minority shareholders and that such transactions are made on
the arm’s length basis and on normal commercial terms.

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

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company (being the 16th
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 16th 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.”

By Order of the Board

Haji Bahari Bin Johari (LS 0008773)


Seuhailey binti Shamsudin (MAICSA 7046575)
Wong Maw Chuan (MIA 7413)
Secretaries

Kuala Lumpur
28 May 2012

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 3


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 who is entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies, (but not exceeding two (2) proxies), to
attend and vote in his stead.

2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each
proxy.

3. 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.

4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect
of each securities account it holds with ordinary shares of the Company standing to the credit of the securities account.

5. Where the Form of Proxy is executed by a corporation, it must be executed under its seal or under the hand of its attorney.

6. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or
authority, must, to be valid, be deposited at the office of the Company’s Registrars, Mega Corporate Services Sdn Bhd, 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.

7. Only a depositor whose name appears on the Record of Depositors as at 12 June 2012 shall be entitled to attend the said meeting or appoint a proxy or proxies
to attend, speak and/or vote on his/her behalf.

Explanatory Notes on Special Business

Resolution 6

The proposed ordinary resolution 6, 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 purpose of this general mandate is for possible fund raising exercises including but not limited to further placement of shares for the purpose of
repayment of bank borrowings and for general working capital.

Resolution 7

Please refer to the Circular to Shareholders dated 28 May 2012 which is despatched together with the Annual Report of the Company for the financial year
ended 31 December 2011.

The purpose of this general mandate will enable the Company to enter into recurrent related party transactions pursuant to Paragraph 10.09 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.

4 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Statement accompanying notice of
ANNUAL GENERAL MEETING

1. Board Meetings held in the financial year ended 31 December 2011

There were nine (9) Board Meetings held during the financial year ended 31 December 2011. 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 9/9 100%
Dato’ Wan Zakariah bin Haji Wan Muda 8/9 89%
Dato’ Haji Mustaffa bin Mohamad 9/9 100%
Dato’ W Zulkifli bin Haji W Muda 9/9 100%

Non-Executive Directors
Raja Dato’ Seri Aman bin Raja Haji Ahmad 9/9 100%
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 9/9 100%
Datuk (Prof.) A Rahman @ Omar Bin Abdullah 7/9 78%
Dato’ Haji Ismail @ Mansor bin Said 7/9 78%

2. Place, date and time of Meeting

The 15th Annual General Meeting of the Company will be held at Dillenia & Eugenia Room, Ground Floor,
Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1A, 60000 Kuala Lumpur on Tuesday, 19 June 2012 at
10:00 am.

3. Directors who are seeking for re-election or re-appointments of the 15th 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) Raja Dato’ Seri Aman bin Raja Haji Ahmad


(ii) Datuk (Prof) A Rahman @ Omar bin Abdullah
(iii) Dato’ Haji Ismail @ Mansor bin Said

Details of Directors are set out on pages 12 to 19 of this Annual Report and their securities holdings in the
Company are set out in the Analysis of Shareholdings on page 153.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 5


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. Dato’ Haji Mustaffa Bin Mohamad (Executive Director)
5. Dato’ W Zulkifli Bin Haji W Muda (Executive Director)
6. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Independent Non-Executive Director)
7. Datuk (Prof.) A Rahman @ Omar Bin Abdullah (Independent Non-Executive Director)
8. Dato’ Haji Ismail @ Mansor Bin Said (Independent Non-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


No. 6, Jalan Bangsar Utama 9, Alliance Bank Berhad
Bangsar Utama, 59000 Kuala Lumpur United Overseas Bank Berhad
Tel: 03-2287 6833 CIMB Bank Berhad
Fax: 03-2287 1032 OCBC Bank (Malaysia) Berhad

REGISTRAR AUDITORS
Mega Corporate Services Sdn Bhd KPMG
Level 15-2, Bangunan Faber Imperial Court KPMG Tower, 10 First Avenue
Jalan Sultan Ismail, 50250 Kuala Lumpur Bandar Utama
Tel: 03-2692 4271 47800 Petaling Jaya, Selangor
Fax: 03-2732 5388
STOCK EXCHANGE
Bursa Malaysia Securities Berhad

6 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Corporate
STRUCTURE

CONSTRUCTION
1. AHMAD ZAKI SDN BHD 100%
2. AZSB MACHINERIES SDN BHD 100%
3. UNGGUL ENERGY & CONSTRUCTION SDN BHD 100%

CONCESSION
1. EKVE SDN BHD 100%
2. PENINSULAR MEDICAL SDN BHD 100%

PROPERTY DEVELOPMENT
1. KEMAMAN TECHNOLOGY & INDUSTRIAL PARK 60%
SDN BHD
2. AZRB PROPERTIES SDN BHD 100%
3. TREND VISTA DEVELOPMENT SDN BHD 100%

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%

OTHERS
1. MAXI HERITAGE SDN BHD 20%
2. FASA TIMUR SDN BHD 50%

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 7


5-Year
FINANCIAL HIGHLIGHTS
Year Ended 31 December
2007 2008 2009 2010 2011
Group Five Year Summary RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 525,771 662,677 459,400 430,713 534,868


Profit/(Loss) before taxation 42,400 28,868 32,429 (49,914) 24,429
Profit/(Loss) attributable to owners of the Company 26,187 15,644 20,765 (61,630) 11,860
Paid up Capital 69,132 138,266 138,318 138,348 138,382
Shareholders’ funds 182,978 235,275 251,570 181,455 191,373
Net tangible assets per share (sen) 259 84 90 64 68

SHAREHOLDERS’
REVENUE FUNDS
RM534.9 million RM191.4 million

NET TANGIBLE
ASSETS
PER SHARE
68.0 sen

PROFIT/(LOSS)
BEFORE
TAXATION
RM24.4 million

8 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Tuanku Mizan Mosque, Putrajaya
Directors’
PROFILE

RAJA DATO' SERI AMAN BIN RAJA


HAJI AHMAD
SPMP, DPMP, PJK, AMN

A Malaysian, aged 66, was appointed


Chairman and Independent Non-Executive
Director and member of Audit Committee
on 26 February 2004 and subsequently
assumed the Chairmanship of the Audit
Committee on 8 April 2004. He is also the
Chairman of Board Risk Committee and sits
on the Remuneration and Nomination
Committees as an ordinary member.

He is a Fellow of the Institute of Chartered


Accountants in England and Wales and also
a member of Malaysian Institute of
Accountants and Malaysia and Malaysian
Institute of Certified Public Accountant. He
held various positions in Maybank Group
from 1974 to 1985 prior to joining Affin
Bank Berhad in 1985 as Executive
Director/CEO. He left Affin Bank Berhad
(formerly known as Perwira Habib Bank
Malaysia Berhad) in 1992 to join
Perbadanan Usahawan Nasional Berhad as
Chief Executive Officer. He was
reappointed as Chief Executive Officer of
Affin Bank Berhad in 1995 and retired in
2003.

Raja Dato’ Seri Aman is also an Independent


Non-Executive Director of Affin Holdings
Berhad, Tomei Consolidated Berhad and
Affin Investment Bank Berhad.

During the financial year ended 31


December 2011, he attended 9 out of 9
Board meetings held.

12 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Directors’ Profile (cont’d)

DATO’ SRI HAJI WAN ZAKI BIN


HAJI WAN MUDA
SSAP, SIMP, DPMT, PPN, PJK

A Malaysian, aged 63, was appointed the


Executive Vice Chairman of AZRB on 24
March 1999. He subsequently held the post
of Executive Chairman from 1 March 2000
and was redesignated as Executive Vice
Chairman of AZRB on 26 February 2004. He
is presently the Chairman of Remuneration
Committee and an ordinary member of the
Board Risk Committee.

He is the founder member of Ahmad Zaki


Sdn Bhd (‘AZSB’). Dato' Sri Haji Wan Zaki
began his working career in 1971 as a
Financial Assistant with Syarikat
Permodalan Pahang Bhd, a Pahang state-
owned company. In 1973, he joined
Perkayuan Pahang Sdn Bhd as a Financial
Assistant and Marketing Officer and
subsequently rose to the position of
Marketing Manager. He left Perkayuan
Pahang Sdn Bhd in 1977 to join Pesaka
Terengganu Bhd as its Operation Manager
where he served until 1979 prior to joining
Pesama Timber Corporation Sdn Bhd as
Managing Director. He left Pesama Timber
Corporation Sdn Bhd in 1984 to start AZSB.

Dato' Sri Haji Wan Zaki is also the Chairman


of Chuan Huat Resources Bhd and sits on
the boards of directors of several private
limited companies.

During the financial year ended 31


December 2011, he attended 9 out of 9
Board meetings held.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 13


Directors’ Profile (cont’d)

DATO’ WAN ZAKARIAH BIN HAJI


WAN MUDA
DSAP, DSSA

A Malaysian, aged 52, joined the board of


the Company as an Executive Director on
24 March 1999 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 Remuneration
Committee.

He also sits on the boards of directors of


several private limited companies.

He obtained a Bachelor of Science degree in


Quantity Surveying from the Thames
Polytechnic, United Kingdom in 1986. He
started his career as Quantity Surveyor with
the construction subsidiary AZSB and in
1996 was promoted to the post of
Managing Director of AZSB until 2003.

During the financial year ended 31


December 2011, he attended 8 out of 9
Board meetings held.

Notes:
FAMILY RELATIONSHIP
Except for Dato’ Sri Haji Wan Zaki bin Haji Wan Muda, Dato’ Wan
Zakariah bin Haji Wan Muda and Dato’ W Zulkifli bin Haji W Muda
who are brothers, none of the other Directors are related to one
another, nor with any substantial shareholders.

CONFLICT OF INTEREST
Save as disclosed in the related party transactions on pages 145 to
146 (note 36) of this Annual Report, none of the other Directors
have any conflict of interest with the Company during the
financial year.

CONVICTIONS FOR OFFENCES


None of the Directors have been convicted of any offence
(excluding traffic offences) within the last 10 years.

14 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Directors’ Profile (cont’d)

DATO' HAJI MUSTAFFA BIN


MOHAMAD
DPMT, PJK

A Malaysian, aged 61, was appointed an


Executive Director of the Company on 24
March 1999 and is an ordinary member of
the Establishment Committee.

He graduated with a Bachelor of Laws (Hon)


degree from the University of London in
1976. He was called to the English Bar at
Lincoln’s Inn, UK in 1981, and was admitted
as Advocate & Solicitor in the High Courts
of Malaya in 1994. He also holds a Post
Graduate Diploma in Port and Shipping
Administration from University of Wales,
Institute of Science and Technology, Cardiff
(1985); and been a member of the
Chartered Institute of Logistic and
Transport, UK since 1986. In 1985 he was
awarded a Diploma in Syariah Law and
Practice by the International Islamic
University, Malaysia.

Currently he sits on the boards of directors


of several private limited companies.

During the financial year ended 31


December 2011, he attended 9 out of 9
Board meetings held.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 15


Directors’ Profile (cont’d)

DATO' W ZULKIFLI BIN HAJI W


MUDA
DIMP

A Malaysian, aged 50, was appointed a


Non-Executive Director on 2 January 1999
and subsequently redesignated as the
Executive Director with effect from 1 March
2003. He sits on the Establishment
Committee as an ordinary member.

He holds a Bachelor of Science (Civil


Engineering) degree, which he obtained in
1985 from the University of Southern
Illinois, United States of America. He began
his career with Ahmad Zaki Sdn Bhd
(‘AZSB’) as a Project Engineer in 1985. He
was promoted to the position of Project
Manager and later Executive Director
(Operations) of AZSB in 1996 and
subsequently became the Managing
Director of AZSB effective from 7 February
2003.

Dato’ W Zulkifli does not hold directorship


in any other public companies but sits on
the board of directors of several private
limited companies.

During the financial year ended 31


December 2011, he attended 9 out of 9
Board meetings held.

16 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Directors’ Profile (cont’d)

TAN SRI DATO’ LAU YIN PIN @


LAU YEN BENG
A Malaysian, aged 63, was appointed as an
independent Non-Executive Director of the
Company on 15 November 2010. He was
appointed as a member of the Board Risk
Committee and Audit Committee on 29
November 2010 and 1 March 2011
respectively. Tan Sri Dato’ Lau obtained his
Diploma in Commerce with distinction from
Tunku Abdul Rahman College, Malaysia in
1974.

Tan Sri Dato’ Lau has been a member of the


Malaysian Institute of Accountants since
1979. He was made a fellow of the
Association of Chartered Certified
Accountants, United Kingdom in 1981 and
became a graduate member of the Institute
of Chartered Secretaries and
Administrators, United Kingdom in 1987.
He was 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.

Tan Sri Dato’ Lau had served as Independent


Non-Executive Director of Nanyang Press
Holdings Berhad, Tenaga Nasional Berhad
and Chairman of Star Publication (Malaysia)
Berhad. As an Independent Non-Executive
Director of Tenaga Nasional Berhad, Tan Sri
also chaired the Board Audit Committee
and sat on the Board Tender Committee.

Tan Sri Dato’ Lau is currently an


Independent Non-Executive Director of YTL
Power International Berhad, a listed
company in Malaysia and Media Chinese
International Limited, a company listed in
Malaysia and Hong Kong.

During the financial year ended 31


December 2011, he attended 9 out of 9
Board meeting held since appointment.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 17


Directors’ Profile (cont’d)

DATUK (PROF.) A RAHMAN @


OMAR BIN ABDULLAH
PJN, DPMT, JSM, SMT, AMN

A Malaysian, aged 67, was appointed an


Independent Non-Executive Director on 1
January 2003. Effective from 29 November
2007, he was appointed as an ordinary
member of the Audit Committee. He sits on
the Audit Committee, Remuneration and
Nomination Committee as an ordinary
member.

He holds a Diploma in Quantity Surveying


from Thames Polytechnic, London, United
Kingdom, and an MSc in Construction
Management from the Herriot-Watt
University, Scotland. He also holds fellowships
with The Royal Institute of Chartered
Surveyors (UK) and the Institute of Surveyors
Malaysia, as well as Professional Membership
with The Chartered Institute of Building of
United Kingdom.

Datuk (Prof.) A Rahman was the founding


Chief Executive Officer of the Construction
Industry Development Board (‘CIDB’)
Malaysia, a post which he held from 1995 to
the year 2002, after which he held the post of
Chairman of CIDB until December 2006. Prior
to CIDB, Datuk A Rahman started his career in
the Public Works Department (‘PWD’) where
he served for 25 years. His last post in the
department was the Deputy Director General
of PWD. In 1992, he was accorded as an
Honorary Professor by the University Teknologi
Malaysia. Among other appointments, he is
the past President of the Institution of
Surveyors Malaysia, the past President of the
Board of Quantity Surveyors Malaysia and
currently he is a Fellow of the Academy of
Sciences Malaysia.

He does not hold directorship in any other


public companies but sits on the boards of
directors of several private limited companies.

During the financial year ended 31 December


2011, he attended 7 out of 9 Board meetings
held.

18 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Directors’ Profile (cont’d)

DATO’ HAJI ISMAIL @ MANSOR


BIN SAID
DPMT, AMN

A Malaysian, aged 63, was appointed a


Non-Executive Director on 26 May 1997
and subsequently assumed the
responsibility as an Independent Director.
He presently sits on the Audit Committee,
Board Risk Committee and Remuneration
Committee as an ordinary member and is
the Chairman of the Nomination
Committee.

He holds a Bachelor of Economics degree


from the University of Malaya. He was a
Member of Parliament from 1978-1995,
Parliamentary Secretary of the Ministry of
Youth and Sports (1990-1995) and the
Chairman of MARA from 1987 to 1990. He
was also appointed by Parliament as the
Chairman of the Public Accounts
Committee where he served from 1985 to
1990. He was also a Director of Sistem
Televisyen Malaysia Berhad from 1995 to
2000 and the President of Institut
Usahawan Bumiputera from 1988 to 2002.

Dato’ Haji Ismail is also a director of Lion


Diversified Holdings Berhad and sits on the
board of directors of two private limited
companies.

During the financial year ended 31


December 2011, he attended 7 out of 9
Board meetings held.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 19


Statement of
INTERNAL CONTROL
The Board of Directors is responsible for the Group’s system of internal control and for reviewing its integrity and
adequacy. The system of internal control covers, inter alia, internal audit, financial, operational and compliance controls
including risk management. The system is designed to monitor, identify and manage risks in the pursuit of the Group’s
business objectives, safeguard shareholder’s investments and the Group’s assets.

However, it should be noted that any system can only provide reasonable and not absolute assurance against material
misstatement or loss. The concept of reasonable assurance recognises that the cost of control procedures is not to
exceed the expected benefits.

RISK MANAGEMENT

Pursuant to Best Practice AAI of the Malaysian Code on Corporate Governance, the Board is expected, in the discharging
of its stewardship responsibilities, to identify principal risks and ensure implementation of appropriate systems to
manage these risks.

Enterprise Risk Management (‘ERM’) is a structured and disciplined approach aligning strategy, processes, people,
technology and knowledge with the purpose of evaluating and managing the uncertainties the Group faces as it creates
value.

The following are the key principles of the Group’s ERM framework:

• To facilitate a systematic and consistent identification of key business risks for AZRB and its principal subsidiaries;

• To facilitate an objective assessment of key controls in managing the relevant businesses 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 within
the companies for managing risks.

The Group held a Risk Awareness Workshop on 2 December 2011 to improve the understanding of ERM processes by
the Group’s top management and key staff.

In addition, various meetings were held by the Risk Executive Committee (‘REC’) to evaluate and monitor key business
risks.

This risk management exercise is ongoing and continuously evolves as the Group expands into new projects and
business ventures.

22 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Statement of Internal Control (cont’d)

CONTROL ACTIVITIES AND PROCEDURES

Being part of the control tools, the Board reviews and approves annual budget prepared by the management. The
budgets are then compared to the actual performance of the Group and any material variances will be addressed in
detail by the Board and delivered to management for immediate actions.

Performance appraisals are being carried out annually to gauge the employee’s performance for any confirmation,
promotion, transfer and annual increment exercise. Policies and procedures with regards to employee’s code of
conducts and benefits are properly set out in the employee handbook for employees to adhere. A Committee has also
been established by the Board to look after employees welfare, grievances and any disciplinary matters.

In line with the adopted risk based internal auditing, the Audit Committee had approved the Group’s internal audit
plan for the year 2011. The audit plan was derived by the Group’s in-house Internal Auditors after evaluating the
effectiveness of the Group’s system of internal control and mitigation of risks including financial, operational and
compliance risks. The audit plan was directed to focus in areas of significant risks to the Group. The plan was formulated
in order of priority, areas of high and significant risk critical to the Group’s performance and conducts independent risk
based audits to ensure that the system of internal controls developed to mitigate those risks identified are effective and
working satisfactorily. This yearly audit plan will give the opportunity to structure the audit plan in accordance with the
changes in risks the Group may be exposed to, given the fact that the Group’s objectives, the industry and the
organisation itself are continuously evolving.

INFORMATION AND COMMUNICATION

The Board has received and approved periodic financial and operational progress reports detailing the overview
performance of divisions within the Group including the material related parties’ transactions. The Board also received
progressive reports from the Business Development Committee (‘BDC’) which studies and makes proposals on any viable
business opportunities the Group intends to undertake. Major corporate proposals are tabled and deliberated at REC
and Board Risk Committee before such proposals are being endorsed by the Board for implementation.

MONITORING

The Board places importance on maintaining a sound system of internal control and is responsible for reviewing the
effectiveness of the system. The need for proper risk assessment, which is a critical component of a sound internal
control system, is essential. This is achieved through the reports by the Audit Committee at periodic Board meetings.
The Audit Committee, which is chaired by an independent non-executive director, reviews the internal control system
findings of the internal auditors and external auditors and accordingly endorses the appropriate remedial action.

In addition, follow up reviews are carried out by the Group’s Internal Auditors to ensure implementation of corrective
actions agreed by the management.

The Board remains committed to ensure that appropriate remedial measures are taken to address any control
weaknesses that become evident, and that every effort is put into place to further strengthen the internal control
system to protect the interests of its shareholders.

This statement of internal control is made in accordance with the resolution of the Board of Directors dated 21 May
2012.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 23


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 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 complied with the Best Practices set out in Part 2 of the Code throughout the financial year unless otherwise noted.

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.

SECTION 1: DIRECTORS

(a) Composition of the Board

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 and the Independent Directors have confirmed
their independence in writing.

(b) Board Responsibilities and Supply of Information

The Board recognises its responsibilities, which amongst others includes the six principal responsibilities set out in
Best Practice AAI of the Code in discharging its stewardship role for its shareholders.

The Board has laid down 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.

24 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Corporate Governance Statement (cont’d)

SECTION 1: DIRECTORS (CONT’D)

(b) Board Responsibilities and Supply of Information (cont’d)

The Board has also 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 with
statutory obligations, Rules of the Bursa Malaysia or other regulatory requirements. 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.

The additional committees set up are Nomination Committee, Remuneration Committee, Establishment
Committee and the Board Risk Committee having the following primary functions and members:

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 Mandatory Accreditation Programme (‘MAP’) & Continuous Education Programme (‘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:

i. Dato’ Haji Ismail @ Mansor bin Said ( Chairman)


ii. Raja Dato Seri Aman bin Raja Haji Ahmad ( Member)
iii. Datuk (Prof.) A Rahman @ Omar Bin Abdullah (Member)

The Company Secretary is the secretary of the Nomination Committee.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 25


Corporate Governance Statement (cont’d)

REMUNERATION COMMITTEE

Primary function

The Remuneration Committee was established on 20 August 2001. Its primary function is to set the policy
framework and recommend to the Board on remuneration packages and benefits extended to the Directors,
drawing from outside advice as necessary to ensure that the remuneration is sufficient to attract and retain the
Directors needed to run the Company successfully.

The determination of the remuneration package for Non-Executive Directors shall be a matter for the Board as a
whole. The Director concerned shall abstain from deliberations and voting on decisions in respect of his individual
remuneration package.

Member

The present members of the Remuneration Committee of the Company are:

i. Dato’ Sri Haji Wan Zaki bin Haji Wan Muda (Chairman)
ii. Raja Dato Seri Aman bin Raja Haji Ahmad (Member)
iii. Dato’ Wan Zakariah bin Haji Wan Muda (Member)
iv. Datuk (Prof.) A Rahman @ Omar bin Abdullah (Member)
v. Dato’ Haji Ismail @ Mansor bin Said (Member)

The Company Secretary is the secretary of the Remuneration Committee.

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:

i. Dato’ Wan Zakariah bin Haji Wan Muda (Chairman)


ii. Dato’ Haji Mustaffa bin Mohamad (Member)
iii. Dato’ W Zulkifli bin Haji W Muda (Member)
iv. Dato’ Haji Roslan bin Tan Sri Jaffar (Member)

The Senior Manager, Human Resource and Administration Department is the secretary of the Establishment
Committee.

26 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Corporate Governance Statement (cont’d)

BOARD RISK COMMITTEE

Primary Function

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 organization. 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.

The members of the Committee are as follows:

i. Raja Dato’ Seri Aman bin Raja Haji Ahmad (Chairman)


ii. Dato’ Sri Haji Wan Zaki bin Haji Wan Muda (Member)
iii. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Member)
iv. Dato’ Haji Ismail @ Mansor bin Said (Member)

(c) Board Meetings

During the financial year ended 31 December 2011, nine (9) meetings were held. The date and details of
attendance of each Board meeting held are as follows:-

Attendance by Directors
(Percentage Attendance)
Total Board Non
Date of meeting Venue Members Independent Independent

24 February 2011 4th Floor, Meeting Room 8 4 (100%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

24 March 2011 Boardroom Meeting Room 8 4 (100%) 4 (100%)


Level 3 Sheraton Imperial
Hotel Kuala Lumpur

28 April 2011 4th Floor, Meeting Room 8 3 (75%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

18 May 2011 4th Floor, Meeting Room 8 3 (75%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 27


Corporate Governance Statement (cont’d)

(c) Board Meetings (cont’d)

Attendance by Directors
(Percentage Attendance)
Total Board Non
Date of meeting Venue Members Independent Independent

30 May 2011 4th Floor, Meeting Room 8 3 (75%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

9 June 2011 4th Floor, Meeting Room 8 4 (100%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

23 August 2011 4th Floor, Meeting Room 8 4 (100%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

11 November 2011 4th Floor, Meeting Room 8 4 (100%) 3 (75%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

30 November 2011 4th Floor, Meeting Room 8 3 (75%) 4 (100%)


Ahmad Zaki Resources Berhad
No 88, Jalan Gombak
53000 Kuala Lumpur

The details of attendance of each Board member in the Board meetings held during the financial year ended 31
December 2011 is set out in the Statement Accompanying Notice of AGM on page 5 of this Annual Report.

(d) Appointment to the Board

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.

28 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Corporate Governance Statement (cont’d)

(e) 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 3,043,626 46,000 367,340 388,840 166,920 4,012,726


Non-Executive Directors – 35,100 589,000 – 53,960 678,060

* Salaries inclusive of statutory employer contributions to the Employees’ Provident Fund.

The number of Directors whose remuneration falls into the following bands:-

Range 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 – RM800,000 – –
RM800,001 – RM850,000 1 –
RM850,001 – RM900,000 – –
RM900,001 – RM950,000 2 –
RM950,001 – RM1,300,000 – –
RM1,300,001 – RM1,350,000 1 –

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 29


Corporate Governance Statement (cont’d)

(f) 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 Bursa
Malaysia from time to time. The Company also provides briefings for new recruits to the Board, to ensure they have
a comprehensive understanding on the operations of the Group and the Company.

All Directors have attended the MAP and CEP prescribed by the Bursa Malaysia from time to time.

During the financial year, the Directors had attended various seminars and programmes to strengthen their skills
sets and knowledge in order to effectively discharge their responsibilities.

The following are some of the in-house and external trainings/seminars attended by the members of the Board
during the financial year:-

1. Updates on 2011 New and Revised Financial Reporting Standards


2. Updated on New Bursa Listing Requirements
3. Recent Tax Development
4. Reinforcing High Performance Culture
5. Risk Management Framework
6. Economic Outlook and Implications on Financial and Banking Industry
7. Economic Outlook of the Banking Sector, Competition Act 2010 and Personal Data Protection 2010
8. 2 Days Programme Workshop on Business Registration
9. Building Audit Committee for Tomorrow
10. Common Offences Committed by Company Directors Under The Companies Act, 1965

(g) Re-election of Directors

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.

SECTION 2: RELATIONSHIP WITH SHAREHOLDERS

The Board maintained an effective communications policy 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.

30 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Corporate Governance Statement (cont’d)

SECTION 2: RELATIONSHIP WITH SHAREHOLDERS (CONT’D)

The Board communicates information on the operations, activities and performance of the Group to the shareholders,
stakeholders and the public through the following:-

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 announcement on quarterly results; and
iii. The Company website at http: //www.azrb.com.

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
Chairman and the Board will respond to the questions raised by the shareholders during the AGM.

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.

SECTION 3: ACCOUNTABILITY AND AUDIT

(a) Financial Reporting

The Board which is assisted by 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 32 of this Annual Report.

SECTION 3: ACCOUNTABILITY AND AUDIT

(b) Internal Control and Risk Management

The Statement of Internal Control is set out on pages 22 to 23 of this Annual Report.

(c) 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
21 May 2012.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 31


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 21 May 2012.

32 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Report of the
AUDIT COMMITTEE
COMPOSITION OF THE AUDIT COMMITTEE / MEMBERSHIP

The present members of the Audit Committee of the Company are:

i. Raja Dato Seri Aman bin Raja Haji Ahmad (Chairman)


ii. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng (Member)
iii. Datuk (Prof.) A Rahman @ Omar Bin Abdullah (Member)
iv. Dato’ Haji Ismail @ Mansor bin Said (Member)

TERMS OF REFERENCE OF AUDIT COMMITTEE

Terms of Membership

The Committee shall be appointed by the Board of Directors amongst its members and consist of at least three
members, of whom majority are Independent Directors.

i. The Committee shall include one member who is a member of the Malaysian Institute of Accountants ("MIA"); or
if he is not a member of the MIA, he must have at least 3 years' working experience and he must have passed the
examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or he must be a member of one
of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967.
ii. 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 months.
iii. The Board of Directors shall review the term of office and the performance of the Committee and each of its
members at least once in every three years.
iv. No alternate Director shall be appointed as a member of the Committee.

Meetings and Quorum of the Audit Committee

i. The Committee shall meet at least 4 times a year and the quorum shall be at least two persons with majority being
Independent Directors. The details of the attendance of the meetings are disclosed under the heading ‘Attendance
of Audit Committee Meetings’ on page 35 of this Annual Report.
ii. The Company Secretary shall act as secretary of the Committee.
iii. The Audit Committee may require the attendance of any management staff from the Finance/Accounts
Department or other departments deemed necessary together with a representative or representatives from the
external auditors.
iv. 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.

Functions of the Audit Committee

The duties and responsibilities of the Audit Committee shall include the following:-

i. To consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal;
ii. To discuss with the external auditors before the audit commences, the nature and scope of the audit;
iii. 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;

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 33


Report of the Audit Comittee (cont’d)

Functions of the Audit Committee (cont’d)

The duties and responsibilities of the Audit Committee shall include the following:- (cont’d)

iv. 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;
v. To review the quarterly and year-end financial statements of the Board, focusing particularly on:
• Any changes in the accounting policies and practices;
• Significant adjustments arising from the audit;
• The going concern assumption; and
• Compliance with accounting standards and other legal requirements.
vi. 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);
vii. To review the external auditor’s management letter and the management’s response;
viii. 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.
ix. To consider any related party transactions that may arise within the Company or the Group;
x. To consider the major findings of internal investigations and the management’s response;
xi. To consider other topics as defined by the Board.

Rights of the Audit Committee

The Audit Committee has ensured that, wherever necessary and reasonable for the performance of its duties, in
accordance with a procedure determined by the Board:-

i. have authority to investigate any matter within its terms of reference;


ii. have the resources which are required to perform its duties;
iii. have full and unrestricted access to any information pertaining to the Company;
iv. have direct communication channels with the external auditors and person(s) carrying out the internal audit
function or activity (if any);
v. be able to obtain independent professional or other advice; and
vi. be able to convene meetings with the external auditors, excluding the attendance of the executive members of
the committee, whenever deemed necessary.

Procedures of Audit Committee

The Audit Committee regulates its own procedures:-

i. the notice to be given of such meetings;


ii. the voting and proceedings of such meetings;
iii. the keeping of minutes; and
iv. the custody, protection and inspection of such minutes

34 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Report of the Audit Comittee (cont’d)

Review of the Audit Committee

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 years to determine whether the Audit Committee and
members have carried out their duties in accordance with their terms of reference.

Attendance of Audit Committee Meetings

The details of attendance of each Audit Committee meeting held during the financial year ended 31 December
2011 are as follows:-

Date of meeting Total committee members Attendance by committee members


(Percentage attendance)

24 February 2011 3 3 (100%)


28 April 2011 4 3 (75%)
18 May 2011 4 3 (75%)
30 May 2011 4 3 (75%)
9 June 2011 4 4 (100%)
23 August 2011 4 4 (100%)
30 November 2011 4 3(75%)

The details of attendance of each Audit Committee member in the Audit Committee meetings held during the
financial year ended 31 December 2011 are as follows:-

Total meetings attended by


Name of Audit Committee member Audit Committee member % of Attendance

Raja Dato’ Seri Aman bin Raja Haji Ahmad 7/7 100%
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 6/6 100%
Datuk (Prof.) A Rahman @ Omar Bin Abdullah 5/7 71%
Dato’ Haji Ismail @ Mansor bin Said 5/7 71%

Activities Undertaken By Audit Committee

The activities of the Audit Committee during the financial year ended 31 December 2011 include the following:-

i. review the Group’s year end audited financial statements presented by the external auditors and recommend
the same to the Board for approval;
ii. review the quarterly financial result announcements;
iii. review audit plan of external auditors;
iv. review related party transactions within the Group;
v. review of 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 35


Other
INFORMATION
SHARE BUY BACK

During the financial year, there was no share by back transacted, resale or cancellation of treasury shares. As at 31
December 2011, 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 16 of the Notes to the Financial Statements in page 113, there were no other exercises of options during
the financial year ended 31 December 2011.

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
2011.

STATEMENT OF VALUATION POLICY ON LANDED PROPERTIES

Landed properties held for long term investment purpose.

NON AUDIT FEES

There were no non-audit fees paid to the external auditors by the Company and its subsidiaries for the financial
year ended 31 December 2011.

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 2011.

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 ans its subsidiaries involved Directors’ and major
shareholders’ interests either subsisting at the end of the financial year ended 31 December 2011 or entered into
since the end of previous financial year.

36 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Other Information (cont’d)

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 2011 of Year 2011
RM’000 RM’000

a) Purchase of building materials from


subsidiaries of CHRB
i. Chuan Huat Industrial marketing Sdn Bhd AZSB 12,748 20,472
ii. Chuan Huat Hardware Sdn Bhd AZSB 116 150

b) Purchase of building materials from-


subsidiaries of ZHSB
i. Kemaman Quarry Sdn Bhd AZSB 315 587
ii. QMC Sdn Bhd AZSB 492 904

c) Insurance premium paid/payable to ZHSB AZRB, AZSB, 503 369


ICSB, AMSB

d) Administrative charges paid/payable to ZHSB AZSB 60 60

e) Rental of premise paid to AZSB 18 18


Dato’ Sri Haji Wan Zaki bin Haji Wan Muda

f) Accomodation charges paid/payable to RIM AZSB 5 21

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 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

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 37


Quality, Health,
SAFETY AND ENVIRONMENT

Our strong commitment


towards Quality,
Health, Safety and
Environment (‘QHSE’) is supported
through the maintenance of our ISO
9001, OHSAS 18001 and ISO 14001
accredited certification by SIRIM QAS
International and the continuous
commitment by our line managers to
improve QHSE performance.

QHSE PERFORMANCE

This reporting period saw AZRB actively promote


environmental awareness amongst those working on our
behalf on the importance of minimising the impact of
our construction activities on the environment. Specific
actions taken include:

a) 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 CIDB, KLCC
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 are aimed at preventing pollution through
compliance with our wholly owned subsidiary
Ahmad Zaki Sdn Berhad’s (‘AZSB’) Integrated
Management System (‘IMS’) procedures, including
complying with legal and other requirements; and

38 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Quality, Health, Safety and Environment (cont’d)

d) Participation in CIDB’s Malaysian Construction Industry Excellence


Awards (‘MCIEA’) Special Award (Environmental Best Practices). This
award recognises local contractors who have demonstrated efforts
in adopting environmental best practices so as to ensure the level
of impact of their work on their surroundings are minimised.

This reporting period also saw an improvement in our health and safety
performance by reducing our Lost Time Injury rate. AZRB recorded one
million (1,000,000) man hours without lost time due to work related
injuries. This was accomplished through:

a) Providing one thousand (1,000) hours of training and awareness


programmes for those working for AZRB. This includes training
related to scaffolding, train-the-trainer and first aid programmes;

b) The carrying out of QHSE internal audits at all project sites to


ensure compliance with our ISO 9001, ISO 14001 and OHSAS 18001
management processes and procedures;

c) Successfully conducting a Health, Safety and Environment


performance campaign at the Waterfront project at Putrajaya. This
campaign recognised the HSE performance of those working on
our behalf; and

d) Participation in the National Occupational, Safety and Health


(‘OSH’) Award and the Safety & Health Assessment System in
Construction (‘SHASSIC’) Assessment in order to evaluate our
systems from a different point of view. The sites that participated
in this program were awarded with at least 4 stars..

CONTINUOUS IMPROVEMENT

This coming reporting period will see a complete review of our QHSE
management system to more systematically bring together the QHSE
standards into one AZSB IMS, improve its integration into our day to day
to business and work practices and include sustainability principles in all
that we do.

Even with our high level of QHSE performance, AZRB will undertake
continuous improvement of our QHSE management system with the aid
of reviews such as internal audits, employee surveys and other inputs.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 39


Chairman’s
STATEMENT

DEAR
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 2011.

40 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Chairman’s Statement (cont’d)

Overview

The year under review has been a landmark year for the Group. It is the year where we signed our first major concession agreement for
the design, build, lease, maintain and transfer of a teaching hospital for the International Islamic University Malaysia (‘IIUM’) in Kuantan,
Pahang Darul Makmur. This teaching hospital project for IIUM (‘IIUM Hospital’) is also the first hospital in Malaysia to be awarded based
on Private Finance Initiative (‘PFI’) through an open tender by the Government. The Group, which already has an established track record
in building hospitals and medical facilities, is confident of our ability to undertake a project of such significance.

Towards the end of year under review, the Group had also participated in tenders for the various Klang Valley My Rapid Transit
(‘KVMRT’) Project packages rolled out by Mass Rapid Transit Corporation Sdn Bhd (‘MRT Corp’) for the proposed Sungai Buloh – Kajang
line. Our efforts, strength and competitiveness during the tenders culminated in the Group being awarded Package V6: Construction and
Completion of Viaduct Guideway and Other Associated Works From Plaza Phoenix to Bandar Tun Hussein Onn Station (‘MRT Package V6’)
at end of January 2012. We are very honoured to have been entrusted with such a strategic project for the nation and look forward to
our greater participation in the KVMRT Project.

The Group’s success in obtaining the awards for both IIUM Hospital and MRT Package V6 has put the Group in very good stead and will
contribute positively to the Group’s earnings for the next three to four years. In addition to the potential earnings, the projects will
enhance the Group’s stature to better enable the Group to compete for future tenders.

Financial Highlights

The year in review saw the Group return to positive territory in terms of profitability after the write downs made in year 2010. For 2011,
the Group recorded a consolidated revenue of RM534.9 million (2010: RM430.7 million), a profit before tax of RM24.4 million (2010: Loss
before tax of RM49.9 million) and comprehensive income for the year of RM15.8 million (2010: Comprehensive loss for the year of RM62.6
million). Our Engineering and Construction Division continues to be the Group’s primary contributor having recorded a revenue of
RM443.5 million (2010: RM372.7 million) or 82.9% (2010: 86.5%) of total Group consolidated revenue. The Engineering and Construction
Division also contributed a profit before tax of RM16.5 million (2010: Loss before tax of RM69.4 million).

The Oil and Gas Division continues to contribute strongly to our overall Group results. For 2011, the Oil and Gas Division recorded a total
revenue of RM54 million (2010: RM55.6 million) and profit before tax of RM19.5 million (2010: RM27.3 million). The slight decrease in
results as compared to 2010 was mainly due to a lower volume of sales in 2011. However, despite the lower volume, the market remains
resilient with high level of activity with respect to offshore marine services provided to the oil and gas fields off the east coast of

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 41


Chairman’s Statement (cont’d)

Peninsular Malaysia. We remain confident that our Oil and Gas


Division will continue to be a strong contributor to the Group’s
results in years to come.

The year 2011, also saw the Group recognised its first harvest from
its Plantation Division. The first planting for the Group to reach
maturity contributed RM1.7 million over 3 months from maturity.
As more planted areas reaches maturity in the coming years, the
Group will enjoy the benefits of the fruits with Plantation Division
poised to be a major contributor to the Group’s revenue and
profits in years to come.

Landmark Deals and Increased Activities

On 21 September 2011, the Group’s wholly owned subsidiary,


Peninsular Medical Sdn Bhd (‘PenMedic’) entered into a
concession agreement (‘CA’) with IIUM and Ministry of Higher
Education, Malaysia for the design, build, lease, maintain and
transfer of a 300 bed teaching hospital to be located at Kuantan,
Pahang Darul Makmur. The CA entails the design and construction of the IIUM Hospital over a three and a half year period, which after
completion, will be maintained by PenMedic for the next twenty one and a half years, after which the IIUM Hospital shall be transferred
over fully to IIUM. The total period of twenty five years, including the construction period, is referred to as the ‘Concession Period’. The
IIUM Hospital with a construction cost of RM412.6 million will be fully funded by PenMedic using the PFI model. PenMedic will then earn
income from IIUM for the effective use of the hospital upon completion for the remaining twenty one and a half years Concession Period
during which time, PenMedic will be obligated to maintain and upkeep the hospital complex in accordance to the agreed terms of the
CA.

The award for the IIUM Hospital was the result of an intense and robust open tender process led by the Public Private Partnership Unit
of the Prime Ministers Department and involved the active participation of IIUM and many other Government agencies and ministries.
The Government’s selection of AZRB to be one of the pioneers of PFI model projects, certainly with respect to teaching hospitals, speaks
well of our ability and competency. We are very humbled to have been given the trust to undertake a project of such stature and
importance.

The year 2011 also saw the Government officially launching the KVMRT Project that would see the Greater Kuala Lumpur (‘Greater KL’)
area equipped with a modern mass rapid rail network that will be integrated with the existing public transport system. The KVMRT
Project is not only aimed at alleviating the daily traffic congestion seen in Greater KL but also spur economic development along its many
corridors. AZRB through its engineering and construction division and subsidiary, Ahmad Zaki Sdn Bhd (‘AZSB’), was amongst the 28 firms
shortlisted and pre-qualified to undertake the main works packages for the KVMRT Project. The categories for which AZSB were
shortlisted in include main elevated civil works; stations; and depots; both in the open and Bumiputera categories. Following the launch
of the KVMRT Project in July 2011, the Government via its special purpose vehicle, MRT Corp issued tenders for the various works for the
KVMRT Project. Amongst the tenders issued in 2011 were the elevated civil works packages V5 and V6. We are pleased to note that AZSB,
in January 2012, was successful in procuring the MRT Package V6 with a total contract value of RM764.9 million and a contract period of
43 months. We are also pleased to note that as of the date of this report, AZSB has commenced work on the MRT Package V6 and the
project is progressing smoothly.

Our success in procuring the MRT Package V6 is a testimony of our ability and competitiveness. With the award of MRT Package V6, our
balance construction order book reached a high of RM1.8 billion, which is the most the Group has had in its 30 year history thus far. This

42 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Chairman’s Statement (cont’d)

is the result of the tremendous effort over the last few years, both by the Board and the Management, in changing, improving, equipping
and positioning the Group to undertake larger scale projects. This continues to be an ongoing process and our aim is for the Group to
emerge as one of the best builders in the industry delivering value and excellence to our clients. Our goal is to grow the order book
significantly in months and years to come. In this regard, we will continue to participate in the tenders for the remaining packages for
the KVMRT Project as well as other large scale and impactful projects so as to carve our name as a pre-eminent builder of distinction.

30 Years Old and Growing Stronger

The year 2012 will be a very significant year for AZRB Group for this will be the year we celebrate our 30th year anniversary. From its
humble beginnings in Kemaman, Terengganu in 1982, the 30 years since has seen much growth, progress, achievements and challenges.
Although we have progressed far from what we were three decades ago, we remain committed to our vision of being a ‘Trusted Industry
Leader in Delivering Commitment with Excellence and Value’.

Growth and Progress can only come with continuous improvement and change. Over the past 30 years, the Group has continuously
changed and improved itself to better meet new challenges and take on better opportunities. From a sub-contracting entity to a main
contractor of distinction, from the local scene to international forays and from construction to other businesses, the Group has shown it
can change, innovate and improve.

The Group aims to grow even stronger, not just as a construction entity but as that of a diversified group with robust and profitable
business activities. We are currently working on a new strategy on our plantation business that we hope will culminate in the doubling
of our planted area, even as the initial plantings begin to mature. We hope to tap
further into concession businesses to add to the IIUM Hospital Project which we
secured in 2011. Finally, we hope to leverage further on our construction expertise
to bring about better value to all our stakeholders. The Board and I are quite excited
for the Group and the potential it offers. As we celebrate our 30th year anniversary
and all its past achievements, we look forward for a stronger, bigger and better
AZRB for many years to come.

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, 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 heartfelt 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

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 43


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 2011.

GAMBARAN KESELURUHAN

Tahun ini merupakan tahun yang


penuh bermakna untuk Kumpulan.
Buat julung kalinya, kita telah
menandatangani perjanjian konsesi
untuk merekabentuk, membina,
memajak, menyelenggara dan
memindah sebuah hospital
pengajar untuk Universiti Islam
Antarabangsa Malaysia (‘UIAM’) di
Kuantan, Pahang Darul Makmur.

Hospital Pengajar untuk UIAM


(‘Hospital UIAM’) merupakan
hospital pertama di Malaysia yang
dianugerahkan oleh pihak Kerajaan
melalui tender terbuka
berdasarkan Inisiatif Pembiayaan
Swasta (‘PFI’). Kumpulan amat
yakin dengan kemampuan kami
untuk melaksanakan projek yang amat penting ini berdasarkan kepada rekod cemerlang kami dalam pembinaan hospital-
hospital dan kemudahan-kemudahan perubatan.

Menjelang akhir tahun, Kumpulan telah menyertai beberapa tender yang dikeluarkan oleh Mass Rapid Transit Corporation Sdn
Bhd (‘MRT Corp’) untuk pelbagai pakej Projek My Rapid Transit Lembah Klang (‘KVMRT’) bagi jajaran Sungai Buloh – Kajang.
Pada hujung bulan Januari 2012, Kumpulan telah dianugerahkan dengan Pakej V6: Pembinaan dan Penyiapan ‘Viaduct
Guideway’ dan Kerja-Kerja Berkaitan dari Plaza Phoenix ke Stesen Bandar Tun Hussien Onn (‘MRT Pakej V6’) berdasarkan kepada
usaha, kekuatan and dayasaing bidaan kami dalam tender tersebut.

Kami amat berbangga kerana telah diberi kepercayaan untuk melaksanakan projek ini yang amat strategik kepada Negara serta
berharap penyertaan yang lebih besar dalam projek KVMRT ini.

Kejayaan Kumpulan dalam penganugerahan projek Hospital UIAM dan MRT Pakej V6 telah meletakkan Kumpulan di atas
landasan yang kukuh dan akan menyumbang secara positif kepada pendapatan Kumpulan untuk tiga hingga empat tahun yang
akan datang. Tambahan pula, projek-projek ini akan meningkatkan kedudukan Kumpulan dalam saingan tender-tender pada
masa hadapan.

44 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Penyata Pengerusi (samb)

SOROTAN KEWANGAN

Tahun ini menyaksikan Kumpulan kembali positif dari segi keuntungan setelah hapuskira dibuat dalam tahun 2010. Pada tahun
2011, Kumpulan telah mencatatkan hasil disatukan sebanyak RM534.9 juta (2010 : RM430.7 juta), keuntungan sebelum cukai
sebanyak RM24.4 juta (2010 : Kerugian sebelum cukai sebanyak RM49.9 juta) dan pendapatan komprehensif sebanyak RM15.8
juta (2010 : Kerugian komprehensif sebanyak RM62.6 juta).

Bahagian Kejuruteraan dan Pembinaan terus kekal sebagai penyumbang utama pendapatan Kumpulan dengan catatan
pendapatan sebanyak RM443.5 juta (2010: RM372.7 juta) atau 82.9% (2010: 86.5%) daripada jumlah pendapatan Kumpulan
yang disatukan. Bahagian Kejuruteraan dan Pembinaan turut menyumbang keuntungan sebelum cukai sebanyak RM16.5 juta
(2010: Kerugian sebelum cukai sebanyak RM69.4 juta).

Bahagian Minyak dan Gas telah menyumbang secara kukuh kepada keputusan Kumpulan secara keseluruhannya. Pada tahun
2011, Bahagian Minyak dan Gas telah mencatatkan jumlah pendapatan sebanyak RM54 juta (2010: RM55.6 juta) dan
keuntungan sebelum cukai sebanyak RM19.5 juta (2010: RM27.3 juta). Berbanding dengan tahun 2010, perbezaan ini
disebabkan oleh jumlah jualan yang lebih rendah dalam tahun 2011. Walaubagaimanapun, pasaran kekal kukuh hasil
peningkatan dalam aktiviti perkhidmatan kapal luar pesisir di medan-medan minyak dan gas di perairan pantai timur
Semenanjung Malaysia. Kami kekal yakin bahawa Bahagian Minyak dan Gas akan terus memberi sumbangan kukuh kepada
kedudukan Kumpulan untuk tahun-tahun yang akan datang.

Pada tahun 2011, Kumpulan turut memperakui tuaian pertama dari Bahagian Perladangan. Tanaman matang yang pertama
telah menyumbang sebanyak RM1.7 juta selama lebih 3 bulan dari tempoh matang. Dengan lebih banyak kawasan tanaman
dijangka mencapai tempoh matang dalam masa akan datang, Bahagian Perladangan dijangka akan menjadi penyumbang
utama kepada pendapatan dan keuntungan Kumpulan pada masa hadapan.

URUSNIAGA UTAMA DAN PENINGKATAN AKTIVITI

Pada 21 September 2011, subsidiari milik penuh Kumpulan,


Peninsular Medical Sdn Bhd (‘PenMedic’) telah memeterai
perjanjian konsesi dengan UIAM dan Kementerian Pengajian
Tinggi, Malaysia untuk merekabentuk, membina, memajak,
menyelenggara dan memindah sebuah hospital pengajar dengan
kapasiti 300 buah katil di Kuantan, Pahang Darul Makmur.
Perjanjian konsesi ini meliputi rekabentuk dan pembinaan Hospital
UIAM selama tiga tahun setengah dan apabila siap kelak akan
diselenggara oleh PenMedic selama dua puluh satu tahun setengah
serta dipindahkan sepenuhnya kepada UIAM setelah berakhirnya
tempoh tersebut. Jangkasama keseluruhan konsesi termasuk
jangkamasa pembinaan adalah selama dua puluh lima tahun. Kos
pembinaan Hospital UIAM ini berjumlah RM412.6 juta dan akan
dibiayai sepenuhnya oleh PenMedic menerusi model PFI. PenMedic
akan menerima pendapatan daripada UIAM bagi penggunaan
efektif hospital tersebut setelah siap selama baki dua puluh satu
tahun setengah yang mana PenMedic telah diwajibkan untuk
menyelenggara hospital tersebut berdasarkan kepada terma-terma
yang telah dipersetujui dalam perjanjian konsesi.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 45


Penyata Pengerusi (samb)

Penganugerahan projek Hospital UIAM adalah hasil daripada persaingan sengit dalam proses tender terbuka yang diketuai oleh
Unit Kerjasama Awam Swasta, Jabatan Perdana Menteri dan melibatkan penyertaan aktif daripada UIAM dan banyak lagi
agensi Kerajaan dan kementerian-kementerian. Pemilihan AZRB sebagai antara pelopor projek hospital pengajar secara PFI oleh
pihak Kerajaan merupakan bukti kepada kebolehan dan kemampuan AZRB. Kami amat rendah hati dengan kepercayaan yang
telah diberikan untuk melaksanakan projek yang penting ini.

Tahun 2011 turut menyaksikan pihak Kerajaan dengan secara rasminya melancarkan Projek KVMRT yang akan menyediakan
kawasan Greater Kuala Lumpur (‘Greater KL’) dengan jaringan rel ‘mass rapid’ yang moden dan akan disepadukan dengan
sistem kenderaan awam sedia ada. Projek KVMRT bukan hanya bertujuan untuk mengurangkan kesesakan trafik di dalam
Greater KL tetapi juga merangsang pembangunan ekonomi di sepanjang koridornya. AZRB melalui Bahagian Kejuruteraan dan
Pembinaan dan subsidiarinya, Ahmad Zaki Sdn Bhd (‘AZSB’), adalah di antara 28 buah firma yang telah disenaraipendek dan
dipra-layak untuk melaksanakan pakej-pakej kerja utama untuk Projek KVMRT. AZRB telah pra-layak dalam kategori
kejuruteraan awam bertingkat utama, stesen dan depoh; dalam kedua-dua kategori terbuka dan Bumiputera. Dengan
pelancaran Projek KVMRT dalam bulan Julai 2011, pihak Kerajaan melalui ‘special purpose vehicle’, MRT Corp telah
mengeluarkan tender-tender untuk pelbagai kerja untuk Projek KVMRT. Antara tender-tender yang dikeluarkan dalam tahun
2011 adalah pakej-pakej kejuruteraan awam bertingkat V5 dan V6. Kami amat gembira dengan AZSB yang mana dalam bulan
Januari 2012 telah berjaya memperoleh MRT Pakej V6 dengan nilai kontrak berjumlah RM764.9 juta dan jangkamasa kontrak
selama 43 bulan. Kami juga amat gembira untuk menyatakan bahawa AZSB telah memulakan kerja MRT Pakej V6 dan projek
ini sedang berjalan dengan lancar.

Kejayaan kami dalam memperoleh MRT Pakej


V6 merupakan bukti terhadap kebolehan dan
dayasaing kami. Dengan penganugerahan
MRT Pakej V6, baki ‘construction order book’
mencapai RM1.8 billion yang merupakan
angka tertinggi dalam sejarah Kumpulan
selama 30 tahun. Ini merupakan hasil
daripada usaha gigih oleh Lembaga dan pihak
Pengurusan sejak beberapa tahun yang lalu
dalam menambahbaik, meningkatkan serta
melengkapkan Kumpulan untuk
melaksanakan projek berskala lebih besar.
Proses ini akan berkesinambungan dan
adalah menjadi sasaran Kumpulan untuk
muncul sebagai salah sebuah pembina yang
terbaik di dalam industri menerusi
penyampaian nilai dan kecemerlangan
kepada pelanggan-pelanggan. Matlamat
kami adalah untuk meningkatkan ‘order
book’ secara ketara dalam bulan-bulan dan
tahun-tahun yang akan datang. Justeru itu,
kami akan terus menyertai tender tender
untuk baki pakej-pakej Projek KVMRT serta
projek-projek berskala besar yang berimpak
tinggi supaya kami dapat mengukir nama
kami sebagai pembina yang cemerlang.

46 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Penyata Pengerusi (samb)

30 TAHUN DAN SEMAKIN KUKUH

Tahun 2012 merupakan tahun yang penuh bermakna bagi Kumpulan AZRB di
mana kami akan meraikan ulangtahun kami yang ke-30. Bermula di Kemaman,
Terengganu dalam tahun 1982, tempoh 30 tahun tersebut telah menyaksikan
pertumbuhan, perkembangan, pencapaian dan cabaran yang diperoleh dan
dihadapi oleh Kumpulan AZRB. Meskipun kami telah berkembang jauh sejak 3
dekad yang lalu, kami tetap komited kepada visi kami sebagai ‘Peneraju Industri
Yang Dipercayai Dalam Menyampaikan Komitmen Dengan Kecemerlangan dan
Nilai’.

Pertumbuhan dan perkembangan akan hanya dicapai dengan penambahbaikan


yang berterusan serta perubahan. Sejak 30 tahun yang lalu, Kumpulan telah
melalui perubahan dan penambahbaikan untuk menghadapi cabaran baru dan
mengambil peluang-peluang yang lebih baik. Daripada entiti sub-kontraktor
kepada kontraktor utama yang unggul, daripada penglibatan tempatan ke luar
Negara dan daripada pembinaan ke perniagaan perniagaan lain, Kumpulan telah menunjukkan bahawa ia boleh berubah,
melalui pembaharuan dan penambahbaikan.

Kumpulan mensasarkan pertumbuhan yang lebih kukuh bukan hanya sebagai sebuah entiti pembinaan tetapi juga sebagai
Kumpulan yang pelbagai dengan aktiviti-aktiviti perniagaan yang memberi keuntungan dan kukuh. Kami sedang merangka
satu strategi baru bagi perniagaan perladangan kami yang mana kami berharap akan melipatgandakan kawasan tanaman
kami, walaupun tanaman awal mulai mencapai tempoh matang. Kami berharap agar perniagaan konsesi akan dapat
dikembangkan bagi menambah kepada projek Hospital UIAM yang diperoleh dalam tahun 2011. Akhirnya, kami berharap
untuk menggunakan kemahiran pembinaan kami bagi memberi lebih nilai kepada ‘stakeholders’ kami. Saya dan Lembaga
berasa teruja dengan potensi Kumpulan. Sambil meraikan ulangtahun kami yang ke-30 dan kesemua pencapaian masa lalu,
kami melihat bahawa AZRB akan menjadi lebih kukuh, lebih besar dan lebih baik untuk tahun-tahun yang akan datang.

PENGHARGAAN

Bagi pihak Lembaga, saya menyampaikan penghargaan dan ucapan terima kasih kepada para pemegang saham, agensi-agensi
kerajaan yang berkaitan, pelanggan, perunding, 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.

RAJA DATO’ SERI AMAN BIN RAJA HAJI AHMAD


Pengerusi

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 47


Review of
OPERATIONS

The year 2011 under review was a good year particularly for the
Construction Division. Buoyed by the various high impact projects
announced by the Government to spur the nation’s economic
growth especially the Klang Valley My Rapid Transit (‘KVMRT’)
project by Mass Rapid Transit Corporation Sdn Bhd (‘MRT Corp’), the
Construction Division fared very well in 2011.

48 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Review of Operations (cont’d)

CONSTRUCTION DIVISION

In 2011, the Construction Division continued to


contribute positively to the Group’s results by
recording revenue of RM443 million [2010: RM408
million]; an improvement of 9% over the previous
year. However, profit before tax was lower at RM23
million [2010: RM31 million] mainly due to projects
during the year which yielded lower margins.

The Construction Division managed to turnaround its


results for the current year. Profit before tax for 2011
of RM17 million [2010: Loss before tax of RM69
million] represents a 125% improvement in results as
compared to the previous year. The loss in 2010 was
due to a one-off full write off of excess costs which
was associated with the Al Faisal University project in
Saudi Arabia. The write off in 2010 has enabled the
Construction Division to concentrate on its core
competencies, with several initiatives undertaken to
enable the division to improve as a whole and be on a
stronger financial footing moving forward.

Landmark projects secured by the Group; namely the


International Islamic University Malaysia (‘IIUM’)
teaching hospital and the KVMRT Package V6 projects,
with a combined contract value worth RM1.2 billion,
are expected to contribute positively to the Group for
years to come. With the Groups’ continued
participation in tenders for the Government’s high
impact and large scale projects, the Construction
Division is in a prime position to take advantage of
Malaysia’s continued economic growth and
aspirations to become a fully developed nation by the
year 2020.

Moving forward, we are confident that the


Construction Division will continue to deliver stellar
performance in the coming years particularly with the
abundance of large scale projects to be implemented
under the Economic Transformation Programme
(‘ETP’) and 10th Malaysia Plan.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 49


Review of Operations (cont’d)

The existing ongoing contracts include:-

No. Project Name (as at 30 April 2012) Type of Work Contract Balance of
Value Contract Value
(RM' million) (RM' million)

1 KVMRT Package V6 Infrastructure – Viaduct 765 765


2 IIUM teaching hospital Building – Hospital 413 400
3 Kompleks Kerja Raya 2 Building – Highrise office 309 179
4 University Darul Iman Malaysia (‘UDM’) Building – Campus 225 133
5 East Coast Expressway - Package 5A Infrastructure – Roads 148 20
6 East Coast Expressway - Package 2 Infrastructure – Roads 145 134
7 Public Housing Scheme, Chabang Tiga Building – Highrise residential 125 80
8 Maternity Hospital Building – Hospital 115 36
9 Kertih Polymer Park Infrastructure – Real estate 78 51
10 Lot 8C1, Putrajaya Building – Commercial 60 26

OIL and GAS DIVISION

The Oil and Gas Division continues to be the strongest


contributor to the bottom line of the Group in 2011.
Profit before tax contribution was RM20 million [2010:
RM27 million] on the back of revenue of RM54 million
[2010: RM55 million]. The slight decrease in revenue
was a result of lower volume of diesel sales as well as
throughput bunkering activities.

The prospect for the Oil and Gas Division remains


strong by virtue of the increased activities in the oil and
gas fields particularly in the east coast of Peninsular
Malaysia. In November 2011, PETRONAS Carigali Sdn
Bhd (‘PCSB’) and ExxonMobil Exploration and
Production Malaysia Inc. (‘EMEPMI’) announced an
investment of RM10 billion for Tapis Enhanced Oil
Recovery (‘EOR’) project. The Tapis EOR project is one
of several upstream investments made under ETP to
ensure reliable and sustainable energy supplies for
Malaysia.

We believe that our Oil and Gas Division will continue


to contribute positively to our results for the next
financial year and beyond.

50 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Review of Operations (cont’d)

PLANTATION DIVISION

2011 represents a significant milestone in the


development of the Plantation Division, with P.T.
Ichtiar Gusti Pudi (‘PTIGP’) recognising the first
harvest from its recently matured plantation.
PTIGP’s planted area in West Kalimantan totalled
close to 5,000 ha, of which almost 22% percent
matured in the current year.

Although revenue and profit contributions of the


division in 2011 were not significant to the Group
as a whole, going forward it is expected that the
division will play a major role both in terms of top
and bottom line results of the Group as more and
more areas are reaching maturity.

In view of the expected increase in yield of the planted areas, 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.

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 2011, revenue for the Property Development Division improved significantly by 289% to RM9 million [2010: RM2
million] in tandem with profit before tax which also improved by 184% to RM3 million [2010: RM1 million]. This
was achieved on the back of higher sales of commercial units in 2011, consisted of shop offices, light industrial units
and factory lots.

Going forward, as investments in the East Coast continues apace, partly driven by the various initiatives by the East
Coast Economic Region Development Council (‘ECERDC’), major opportunities present itself for considerable
growth in both commercial as well as residential developments. Via having a strong foothold in this area, the long-
term business potential for the Property Development Division remains bright.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 51


Calendar of
EVENTS

2011

AZRB as the Gold Sponsor for the AZRB Recreational & Sport Club AZRB staff participated in the
Public Private Partnership (‘PPP’) Paintball Tournament World Road Association - PIARC
Workshop Series organised by Unit International Seminar
Kerjasama Awam Swasta (‘UKAS’)

AZRB Recreational & Sport Club ‘Buka Puasa’ for AZRB staff at Contribution of new clothing to
Bowling Tournament Dewan Perdana Felda orphanage children

52 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Calendar of Events (cont’d)

‘Buka Puasa’ with the Signing Ceremony of the Concession Hari Raya Open House at
orphanage children from Agreement for the development of a Saloma Bistro
Rumah Nurul Qanaah, Teaching Hospital for International Islamic
University of Malaysia (‘IIUM’), between
Selangor
the Ministry of Higher Education, IIUM and
Peninsular Medical Sdn Bhd,
a member of AZRB
Contribution to the Yayasan The Malaysian Construction
Peneraju Pendidikan Bumiputera Directors & Management Retreat Industry Excellence Awards
(‘YPPB’) at Awana Genting Highlands (‘MCIEA’) 2012 – CEO of The Year

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 53


Auditorium Putrajaya
FINANCIAL
STATEMENTS
56 Directors’ Report

62 Statements of Financial Position

64 Statements of Comprehensive Income

66 Statements of Changes in Equity

69 Statements of Cash Flows

72 Notes to the Financial Statements

149 Statement by Directors

149 Statutory Declaration

150 Independent Auditors’ Report


Directors’
REPORT
for the year ended 31 December 2011

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of
the Company for the year ended 31 December 2011.

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 7 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 11,859,790 6,109,027
Non-controlling interests 747,911 –

12,607,701 6,109,027

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.

DIVIDENDS

Since the end of the previous financial year, the Company paid an interim ordinary dividend of 2.50 sen per ordinary
share less tax at 25% totalling RM5,161,610 (1.88 sen net per ordinary share) in respect of the year ended 31
December 2011 on 15 August 2011.

The Directors do not recommend the payment of any final 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
Dato’ Wan Zakariah Bin Haji Wan Muda
Dato’ Haji Mustaffa Bin Mohamad
Dato’ W Zulkifli Bin Haji W Muda
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
Datuk (Prof.) A Rahman @ Omar Bin Abdullah
Dato’ Haji Ismail @ Mansor Bin Said

56 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


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 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
1.1.2011 Bought (Sold) 31.12.2011

Direct interest in the Company:


Dato' Sri Haji Wan Zaki bin Haji Wan Muda 3,916,760 – (1,850,000) 2,066,760
Dato' Wan Zakariah bin Haji Wan Muda 2,301,096 – (200,000) 2,101,096
Dato' Haji Mustaffa bin Mohamad 2,177,148 – – 2,177,148
Dato' W Zulkifli bin Haji W Muda 2,737,696 – (185,000) 2,552,696
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

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
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 2011 had any interest in the ordinary shares of the
Company and of its related corporations during the financial year.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 57


Directors Report (cont’d)

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 or the fixed salary of a full time employee 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.

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 68,040 new ordinary shares of RM0.50 each for cash arising from
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 shall be in force for a duration of ten (10)
years commencing from 26 July 2002 and expiring on 25 July 2012.

The salient features of the ESOS are 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;

58 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Directors Report (cont’d)

OPTIONS GRANTED OVER UNISSUED SHARES (CONT’D)

(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;

(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 option over ordinary shares or RM0.50 each


Date of Exercise At At
offer price 1.1.2011 Granted (Exercised) (Lapsed) 31.12.2011

26 July 2002 RM0.56 499,698 – (68,040) (111,485) 320,173

ESOS options lapsed due to no subscription of shares and resignation of employees.

TREASURY SHARES

There is no repurchase of Company’s shares during the financial year under review.

As at 31 December 2011, the Company held as treasury shares a total of 1,478,100 of its 276,763,442 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 17 to the financial statements.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 59


Directors Report (cont’d)

OTHER STATUTORY INFORMATION

Before the statements of financial position and statements of comprehensive income 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 2011 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.

60 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Directors Report (cont’d)

SIGNIFICANT EVENTS DURING THE YEAR

Significant events arising during the year are disclosed in Note 38 to the financial statements.

SUBSEQUENT EVENTS AFTER THE YEAR END

Subsequent events arising after the year end are disclosed in Note 39 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-appoinment.

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 : 27 April 2012

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 61


Statements of
FINANCIAL POSITION
as at 31 December 2011

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Assets

Property, plant and equipment 3 64,655,721 53,361,982 2,256,325 2,924,085


Prepaid lease payments 4 9,904,474 10,208,340 – –
Investment property 5 18,500,000 18,500,000 – –
Goodwill 6 3,744,605 3,744,605 – –
Investments in subsidiaries 7 – – 82,461,179 84,212,429
Investments in associates 8 160,656 162,700 – –
Interests in joint ventures 9 (288,352) (288,352) – –
Biological assets 10 120,766,265 105,437,701 – –
Available-for-sale investments 11 115,500 115,500 68,000 68,000

Total non-current assets 217,558,869 191,242,476 84,785,504 87,204,514

Inventories 12 9,951,810 6,502,805 – –


Property development costs 13 6,279,038 5,128,549 – –
Current tax assets 5,843,289 5,287,491 5,132,787 5,137,278
Trade and other receivables 14 309,099,188 332,905,818 215,753,787 246,357,706
Cash and cash equivalents 15 116,196,724 115,915,364 13,598,492 4,373,522

Total current assets 447,370,049 465,740,027 234,485,066 255,868,506

Total assets 664,928,918 656,982,503 319,270,570 343,073,020

62 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Statements of Financial Position (cont’d)

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Equity

Share capital 16 138,381,722 138,347,702 138,381,722 138,347,702


Reserves 17 52,991,448 43,107,488 (72,733,650) (73,866,671)

Total equity attributable to


owners of the Company 191,373,170 181,455,190 65,648,072 64,481,031

Non-controlling interests 5,903,135 5,154,711 – –

Total equity 197,276,305 186,609,901 65,648,072 64,481,031

Liabilities

Loans and borrowings 18 107,138,275 93,581,276 1,344,174 47,768,080


Deferred tax liabilities 19 8,014,475 8,641,320 4,546,169 4,576,000

Total non-current liabilities 115,152,750 102,222,596 5,890,343 52,344,080

Loans and borrowings 18 46,325,406 51,687,017 568,740 34,592,994


Trade and other payables 20 301,087,583 311,795,083 247,163,415 191,654,915
Current tax liabilities 5,086,874 4,667,906 – –

Total current liabilities 352,499,863 368,150,006 247,732,155 226,247,909

Total liabilities 467,652,613 470,372,602 253,622,498 278,591,989

Total equity and liabilities 664,928,918 656,982,503 319,270,570 343,073,020

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 63


Statements of
COMPREHENSIVE INCOME
for the year ended 31 December 2011

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Revenue 21 534,867,574 430,713,482 56,733,079 60,019,586


Cost of sales 22 (453,653,423) (442,671,363) (25,328,466) (29,549,453)

Gross profit/(loss) 81,214,151 (11,957,881) 31,404,613 30,470,133

Other operating income 1,042,160 9,484,518 – 26,533,681


Administrative expenses (44,187,022) (37,216,160) (11,680,469) (7,534,989)
Other operating expenses (5,243,153) (10,237,374) (139,306) (127,538,935)

Results from operating activities 32,826,136 (49,926,897) 19,584,838 (78,070,110)

Finance income 23 2,728,088 2,338,540 283,700 490,424


Finance costs 24 (11,123,376) (12,430,618) (7,054,876) (8,430,196)

Net finance costs (8,395,288) (10,092,078) (6,771,176) (7,939,772)

Share of profit of joint ventures – 245,424 – –


Share of (loss)/profit of equity-accounted
investees, net of tax (2,044) 9,859,241 – –

Profit/(Loss) before tax 25 24,428,804 (49,914,310) 12,813,662 (86,009,882)

Tax expense 27 (11,821,103) (11,451,057) (6,704,635) (2,734,056)

Profit/(Loss) for the year 12,607,701 (61,365,367) 6,109,027 (88,743,938)

Other comprehensive income/


(loss), net of tax

Capital reserve – (67,951) – –


Foreign currency translation differences
for foreign operations 3,182,211 (1,204,644) 181,522 (25,095)

Total other comprehensive income/


(loss) for the year 3,182,211 (1,272,595) 181,522 (25,095)

Total comprehensive income/


(loss) for the year 15,789,912 (62,637,962) 6,290,549 (88,769,033)

64 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Statements of Comprehensive Income (cont’d)

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Profit/(Loss) attributable to:

Owners of the Company 11,859,790 (61,630,104) 6,109,027 (88,743,938)


Non-controlling interests 747,911 264,737 – –

Profit/(Loss) for the year 12,607,701 (61,365,367) 6,109,027 (88,743,938)

Total comprehensive income/(loss)


attributable to:

Owners of the Company 15,041,488 (62,902,699) 6,290,549 (88,769,033)


Non-controlling interests 748,424 264,737 – –

Total comprehensive income/(loss)


for the year 15,789,912 (62,637,962) 6,290,549 (88,769,033)

Basic earnings/(loss) per ordinary


share (sen) 28 4.29 (22.27)

Diluted earnings per ordinary


share (sen) 28 4.28 –

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 65


Attributable to owners of the Company

66
Non-distributable Distributable
Foreign
exchange Non-
Share Share Capital translation Treasury Retained controlling Total
Group Note capital premium reserve reserve shares earnings Total interests equity
RM RM RM RM RM RM RM RM RM

At 1 January 2010 138,317,965 6,260 67,951 (811,168) (1,004,622) 114,993,575 251,569,961 5,119,654 256,689,615

Foreign currency
translation differences
for foreign operations – – – (1,204,644) – – (1,204,644) – (1,204,644)

Capital reserve – – (67,951) – – – (67,951) – (67,951)


Statements of

AHMAD ZAKI RESOURCES BERHAD


for the year ended 31 December 2011

Total other comprehensive


loss for the year – – (67,951) (1,204,644) – – (1,272,595) – (1,272,595)

Loss for the year – – – – – (61,630,104) (61,630,104) 264,737 (61,365,367)

Annual Report
Total comprehensive
loss for the year – – (67,951) (1,204,644) – (61,630,104) (62,902,699) 264,737 (62,637,962)

2011
Own shares acquired 17 – – – – (21,165) – (21,165) – (21,165)
Share-based payment
transactions 29,737 – – – – – 29,737 – 29,737

Dividends to owners
CHANGES IN EQUITY

of the Company 29 – – – – – (7,224,212) (7,224,212) (229,680) (7,453,892)

Total contribution
from/distribution to
owners of the Company 29,737 – – – (21,165) (7,224,212) (7,215,640) (229,680) (7,445,320)
Transfer to share
premium for share
options exercised – 3,568 – – – – 3,568 – 3,568

At 31 December 2010 138,347,702 9,828 – (2,015,812) (1,025,787) 46,139,259 181,455,190 5,154,711 186,609,901
Attributable to owners of the Company
Non-distributable Distributable
Foreign
exchange Non-
Share Share Capital translation Treasury Retained controlling Total
Group Note capital premium reserve reserve shares earnings Total interests equity
RM RM RM RM RM RM RM RM RM

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

Total comprehensive
income for the year – – – 3,181,698 – 11,859,790 15,041,488 748,424 15,789,912

Share-based payment
transactions 34,020 – – – – – 34,020 – 34,020

Dividends to owners
of the Company 29 – – – – – (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)

AHMAD ZAKI RESOURCES BERHAD


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

Annual Report
2011
Statements of Changes In Equity (cont’d)

67
Attributable to owners of the Company
Non-distributable Distributable

68
Retained Foreign
exchange earnings/
Share Share translation Treasury (Accumulated Total
Company Note capital premium reserve shares losses) equity
RM RM RM RM RM RM

At 1 January 2010 138,317,965 6,260 81,574 (1,004,622) 23,060,959 160,462,136

Foreign currency translation


differences for
foreign operations – – (25,095) – – (25,095)
Total other comprehensive
loss for the year – – (25,095) – – (25,095)
Loss for the year – – – – (88,743,938) (88,743,938)

Total comprehensive
loss for the year – – (25,095) – (88,743,938) (88,769,033)

AHMAD ZAKI RESOURCES BERHAD


Own shares acquired – – – (21,165) – (21,165)
Share-based payment
transactions 29,737 – – – – 29,737
Dividends to owners
Statements of Changes In Equity (cont’d)

of the Company 29 – – – – (7,224,212) (7,224,212)


Total contribution

Annual Report
from/distribution to
owners of the Company 29,737 – – (21,165) (7,224,212) (7,215,640)
Transfer to share premium

2011
for share options exercised – 3,568 – – – 3,568

At 31 December 2010/1 January 2011 138,347,702 9,828 56,479 (1,025,787) (72,907,191) 64,481,031

Foreign currency translation


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

Total comprehensive income 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 29 – – – – (5,161,610) (5,161,610)


Total contribution from/distribution to
owners of the Company 34,020 – – – (5,161,610) (5,127,590)

Transfer to share premium for share


options exercised – 4,082 – – – 4,082

At 31 December 2011 138,381,722 13,910 238,001 (1,025,787) (71,959,774) 65,648,072


Statements of
CASH FLOWS
for the year ended 31 December 2011

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Cash flows from operating activities


Profit/(Loss) before tax 24,428,804 (49,914,310) 12,813,662 (86,009,882)
Adjustments for:
Amortisation of prepaid lease payments 6,945 6,946 – –
Depreciation of property, plant and equipment 8,590,697 8,973,909 795,821 678,816
Amortisation of biological assets 492,871 – – –
Bad debts written off 1,755,835 67,053 – 124,284,148
Property, plant and equipment written off – 1,911 – 1,911
Interest expense 24 8,726,665 10,542,065 7,054,876 8,408,911
(Gain)/Loss on foreign exchange - unrealised (23,285) 453,493 (24,592) 452,397
Impairment loss on investment
in unquoted shares – 2,500,000 – 2,500,000
Change in fair value of investment property – 1,000,000 – –
Dividend income – – (28,000,120) (25,798,588)
(Gain)/Loss on disposal of property, plant and
equipment (1,027,495) (184,174) 21,680 23,833
Gain on disposal of investment in associate – (7,704,647) – (26,020,526)
Interest income 23 (2,728,088) (2,338,540) (283,700) (490,424)
Share of loss/(profit) of equity-accounted
investees, net of tax 2,044 (9,859,241) – –
Share of profit in joint ventures – (245,424) – –

Operating profit/(loss) before working


capital changes 40,224,993 (46,700,959) (7,622,373) (1,969,404)

Changes in working capital:


(Increase)/Decrease in inventories (3,449,005) 5,542,642 – –
(Increase)/Decrease in amount due from
contract customers (34,618,608) 77,387,003 1,489,025 21,843,579
Increase in property development expenditures (1,150,489) (3,669,014) – –
(Decrease)/Increase in amount due to
contract customers (15,470,441) 22,391,346 – –
Decrease/(Increase) in trade and other receivables 5,072,553 20,088,893 (2,878,292) 8,313,420
Increase/(Decrease) in trade and other payables 6,119,690 10,348,724 2,450,475 (16,634,391)

Cash (used in)/generated from operations (3,271,307) 85,388,635 (6,561,165) 11,553,204

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 69


Statements of Cash Flows (cont’d)

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Cash (used in)/generated from


operations (cont’d) (3,271,307) 85,388,635 (6,561,165) 11,553,204
Interest paid (9,969,869) (11,377,582) (8,376,016) (9,244,428)
Interest received 2,852,808 2,260,476 408,420 476,364
Income tax paid (12,976,174) (8,820,768) (6,729,975) 111,597

Net cash (used in)/from operating activities (23,364,542) 67,450,761 (21,258,736) 2,896,737

Cash flows from investing activities


Acquisition of subsidiary 37 – – (275,000) (40,525,000)
Proceeds from disposal of investment in
associate 51,541,043 – 51,541,043 –
Dividend received – 1,573,688 28,000,120 19,573,754
New planting expenditure incurred (14,199,782) (22,026,052) – –
Repurchase of treasury shares – (21,165) – (21,165)
Prepaid lease payments 4 – (2,646,191) – –
Distribution of profits from joint venture 9 – 245,424 – –
Proceeds from disposal of property, plant
and equipment 3,202,968 768,782 120,000 95,003
Acquisition of property, plant and equipment (i) (17,600,461) (9,271,612) (29,936) (367,728)

Net cash from/(used in) investing activities 22,943,768 (31,377,126) 79,356,227 (21,245,136)

Cash flows from financing activities


(Repayments to)/Advances from holding company (160,024) 52,686 (25,364) –
Advances from/(Repayments to) affiliated
companies 851 (165,482) (12) –
Advances from a joint venture – – – 51,558
Advances from subsidiaries – – 36,782,806 95,482,744
(Increase)/Decrease in pledged fixed deposits (5,766,059) 45,557,808 36,674 23,218,934
Dividend paid 29 (5,161,610) (7,453,892) (5,161,610) (7,224,212)
Repayments of finance lease liabilities (5,187,741) (5,840,935) (668,160) (556,267)
Proceeds from drawdown of loans
and borrowings 129,393,907 76,118,330 – 17,000,000
Repayments of loans and borrowings (133,470,962) (121,121,353) (80,020,000) (110,465,957)
Proceeds from issuance of shares 38,102 33,305 38,102 33,305

Net cash (used in)/from financing activities (20,313,536) (12,819,533) (49,017,564) 17,540,105

70 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Statements of Cash Flows (cont’d)

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Net (decrease)/increase in cash and cash


equivalents (20,734,310) 23,254,102 9,079,927 (808,294)
Effects of exchange rate fluctuations on cash
held 2,932,157 (106,974) 181,717 (23,845)
Cash and cash equivalents at beginning
of the year 53,093,015 29,945,887 1,581,028 2,413,167

Cash and cash equivalents at end of the year (ii) 35,290,862 53,093,015 10,842,672 1,581,028

(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 RM22,743,191 (2010: RM15,154,182) and RM269,936 (2010: RM2,049,528) respectively, which were
satisfied as follows:

Group Company
2011 2010 2011 2010
RM RM RM RM

Finance lease liabilities 5,142,730 5,882,570 240,000 1,681,800


Cash payments 17,600,461 9,271,612 29,936 367,728

22,743,191 15,154,182 269,936 2,049,528

(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
2011 2010 2011 2010
Note RM RM RM RM

Deposits placed with licensed banks 15 87,516,239 82,392,767 6,619,248 3,303,371


Cash and bank balances 15 28,680,485 33,522,597 6,979,244 1,070,151
116,196,724 115,915,364 13,598,492 4,373,522
Less: Bank overdrafts 18 (14,720,417) (2,402,963) – –
Less: Pledged deposits 15 (66,185,445) (60,419,386) (2,755,820) (2,792,494)

35,290,862 53,093,015 10,842,672 1,581,028

The notes on pages 72 to 147 are an integral part of these financial statements.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 71


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 respectively, are as follows:

Principal place of business Registered office


No. 88, Jalan Gombak, Setapak No. 6, Jalan Bangsar Utama 9
53000 Kuala Lumpur Bangsar Utama
59000 Kuala Lumpur

The consolidated financial statements of the Company as at and for the year ended 31 December 2011 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 2011 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 7 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 27 April 2012.

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’), generally accepted accounting principles and the Companies Act, 1965 in
Malaysia.

The following are accounting standards, amendments and interpretations of the FRS framework that have
been issued by the Malaysian Accounting Standards Board (‘MASB’) but have not been adopted by the Group
and the Company:

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2011
• IC Interpretation 19, Extinguishing Financial Liabilities with Equity Instruments
• Amendments to IC Interpretation 14, Prepayments of a Minimum Funding Requirement

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2012
• FRS 124, Related Party Disclosures (revised)
• Amendments to FRS 1, First-time Adoption of Financial Reporting Standards - Severe Hyperinflation and
Removal of Fixed Dates for First-time Adopters
• Amendments to FRS 7, Financial Instruments: Disclosures - Transfers of Financial Assets
• Amendments to FRS 112, Income Taxes - Deferred Tax: Recovery of Underlying Assets

72 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

1. BASIS OF PREPARATION (CONT’D)

(a) Statement of compliance (cont’d)

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2012
• Amendments to FRS 101, Presentations of Financial Statements - Presentation of Items of Other
Comprehensive Income

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

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014
• 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

The Group plans to apply the abovementioned standards, amendments and interpretations from the
annual period beginning on 1 January 2012 for those standards, amendments or interpretations that are
effective for annual periods beginning on or after 1 July 2011 and 1 January 2012, except for IC
Interpretation 19 and amendments to IC Interpretation 14 which are not applicable to the Group.

The initial application of a standard and amendments, which will be applied prospectively or which
requires extended disclosures, is not expected to have any financial impacts to the current and prior
periods financial statements upon their first adoption.

MASB, in furtherance with its objective of converging the 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 73


Notes to 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
shall comply with the MFRS framework for annual periods beginning on or after 1 January 2013.

In view of the foregoing, the Group and the Company will be migrating to the MFRS framework from 1
January 2013 and will not be adopting the FRS standards, amendments and interpretations listed earlier
that are effective for annual periods beginning on or after 1 July 2012.

(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 2011, the Company’s current liabilities exceeded its current assets by RM13,247,089.
The Directors believe that the Group has the ability to provide the necessary liquidity to ensure the
Company is able 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
judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised and in any future periods
affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have significant effect on the amounts recognised in the financial statements other than
those disclosed in the following notes:

• Note 2(h)(ii) - valuation of investment property


• Note 2(m) - impairment of financial and other assets
• Note 2(q)(ii) - revenue
• Note 6 - measurement of the recoverable amount of cash-generating unit

74 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

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, unless otherwise stated.

(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

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.

The Group has changed its accounting policy with respect to accounting for business combinations.

From 1 January 2011 the Group has applied FRS 3, Business Combinations (revised) in accounting for
business combinations. The change in accounting policy has been applied prospectively in accordance
with the transitional provisions provided by the standard and does not have impact on earnings per
share.

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:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the existing equity interest in
the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities
assumed.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 75


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Basis of consolidation (cont’d)

Acquisitions on or after 1 January 2011 (cont’d)

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.

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 the 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 the 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.

76 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Basis of consolidation (cont’d)

(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.

(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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 77


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Basis of consolidation (cont’d)

(iv) Joint ventures (cont’d)

(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 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.

Since the beginning of the reporting period, the Group has applied FRS 127, Consolidated and
Separate Financial Statements (revised) where losses applicable to the non-controlling interests in a
subsidiary are allocated to the non-controlling interests even if doing so causes the noncontrolling
interests to have a deficit balance. This change in accounting policy is applied prospectively in
accordance with the transitional provisions of the standard and does not have impact on earnings per
share.

In the previous years, where losses applicable to the non-controlling interests exceed their interests
in the equity of a subsidiary, the excess, and any further losses applicable to the non-controlling
interests, were charged against the Group’s interest except to the extent that the non-controlling
interests had a binding obligation to, and was able to, make additional investment to cover the
losses. If the subsidiary subsequently reported profits, the Group’s interest was allocated with all such
profits until the non-controlling interests’ share of losses previously absorbed by the Group had been
recovered.

(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.

78 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(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 or a financial
instrument designated as a hedge of currency risk, 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 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.

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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 79


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(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 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.

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 and gains and losses of hedged items attributable
to hedge risks of fair value hedges 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(m)(i)).

Financial liabilities

All financial liabilities are subsequently measured at amortised cost.

80 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(c) Financial instruments (cont’d)

(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.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 81


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(d) Property, plant and equipment (cont’d)

(ii) Subsequent costs

The cost of replacing a part 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 part will
flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the
replaced part 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 part of an item of property, plant and equipment. Leased assets are depreciated over the shorter
of the lease term and their useful lives unless it is reasonably certain that the Group will obtain
ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and
equipment under construction are not depreciated until the assets are ready for their intended use.

The estimated useful lives for the current and comparative periods are as follows:

• Building 2%
• Renovation 20%
• Machinery and equipment 10% - 20%
• Motor vehicles 12.5% - 20%
• Furniture, fittings and equipment 10% - 20%

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at
the end of the reporting period.

(e) 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 the profit or loss in the
financial year in which the expenditure is incurred.

However, the capitalised costs will be amortised to the 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.

82 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(f) Leased assets

(i) Finance leases

Leases in terms of which the Group or the Company assumes substantially all the risks and rewards
of ownership are classified as finance leases. On 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.

(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 unless another systematic basis is more representative of the time pattern in
which economic benefits from the leased asset are consumed. 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.

(g) Intangible assets

(i) Goodwill

Goodwill arises 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 83


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(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.

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) 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.

84 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(i) Inventories (cont’d)

(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 of
common costs attributable to developing the properties to completion.

(j) 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 statement of financial position for all contracts in which costs incurred plus
recognised profits exceed progress billings. If progress billings exceed costs incurred plus recognised
profits, then the difference is presented as amount due to contract customers in the statement of financial
position.

(k) 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 statement of
comprehensive income over billings to purchasers. Progress billings as current liabilities represent the
excess of billings to purchasers over revenue recognised in the statement of comprehensive income.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 85


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(l) Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, balances and deposits placed with licensed banks. For
the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank
overdrafts and pledged deposits.

(m) 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.

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.

86 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(m) Impairment (cont’d)

(ii) Other assets

The carrying amounts of other assets (except for inventories, deferred tax asset, investment property
that is measured at fair value) are reviewed at the end of each reporting period to determine
whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.

For 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 groups of assets (the “cash-generating unit”). 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 cash-generating unit
exceeds its 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 or the group of cash-generating units and then to reduce the carrying amount
of the other assets in the unit (or groups of 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 atthe 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 year in which the reversals are recognised.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 87


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(n) Equity instruments

Instruments classified as equity are measured at cost on initial recognition and are not remeasured
subsequently.

(i) Issue expenses

Costs directly attributable to issue of instruments classified as equity are recognised as a deduction
from equity.

(ii) 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.

(o) 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 year to which
they relate. Once the contributions have been paid, the Group has no further payment obligations.

88 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(o) 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.

(p) 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
provision is established, the Group recognises any impairment loss on the assets associated with that
contract.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 89


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(p) 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.

(q) Revenue and other income recognition

(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 persuasive evidence exists, usually in the form of an executed
sales agreement, that 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.

90 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(q) Revenue and other income recognition (cont’d)

(iii) Property development

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.

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 the 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 91


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(r) 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.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when
expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are
necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs
is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its
intended use or sale are interrupted or completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

(s) 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 years.

Deferred tax is recognised using the liability method, providing for temporary differences between the
carrying amounts of assets and liabilities in the statement of financial position and their tax bases.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill,
the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are
expected to be applied to the temporary differences when they reverse, based on the laws that have been
enacted or substantively enacted by the end of the reporting period.

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.

92 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(s) Income tax (cont’d)

A tax incentive that is not a tax base of an asset is recognised as a reduction of tax expense in profit or
loss as and when it is granted and claimed. Any unutilised portion of the tax incentive is recognised as a
deferred tax asset to the extent that it is probable that future taxable profits will be available against
which the unutilised tax incentive can be utilised.

(t) 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.

(u) 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 93


3. PROPERTY, PLANT AND EQUIPMENT

94
Machinery Furniture, Building
Freehold Building & and Motor Fittings & under
Land Renovation equipment Vehicles Equipment construction Total
Group RM RM RM RM RM RM RM

Cost
At 1 January 2010 11,034,341 9,961,013 40,820,365 28,848,491 5,118,334 2,584,964 98,367,508
Additions 696,900 9,801 1,824,046 6,117,839 316,177 6,189,419 15,154,182
Disposals – – (155,609) (2,977,613) – – (3,133,222)
Written off – – – – (22,656) – (22,656)
Effect of movements in
exchange rates – (262,826) (1,631,713) (120,181) (91,412) – (2,106,132)

AHMAD ZAKI RESOURCES BERHAD


At 31 December 2010/
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
Notes to Financial Statements (cont’d)

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

Annual Report
At 31 December 2011 11,731,241 10,247,579 37,307,639 32,412,386 5,479,407 24,464,120 121,642,372

2011
3. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Machinery Furniture, Building


Freehold Building & and Motor Fittings & under
Land Renovation equipment Vehicles Equipment construction Total
Group RM RM RM RM RM RM RM

Accumulated depreciation
At 1 January 2010 – 2,686,329 24,121,414 18,014,254 3,612,804 – 48,434,801
Depreciation for the year – 946,016 5,377,548 3,191,518 525,617 – 10,040,699
Disposals – – (129,831) (2,418,783) – – (2,548,614)
Written off – – – – (20,745) – (20,745)
Effect of movements in
exchange rates – (2,552) (863,996) (103,366) (38,529) – (1,008,443)

At 31 December 2010/
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)
Effect of movements in
exchange rates – 23,991 448,178 47,194 22,957 – 542,320

At 31 December 2011 – 4,300,065 29,922,305 18,220,952 4,543,329 – 56,986,651

Carrying amounts
At 1 January 2010 11,034,341 7,274,684 16,698,951 10,834,237 1,505,530 2,584,964 49,932,707

At 31 December 2010/
1 January 2011 11,731,241 6,078,195 12,351,954 13,184,913 1,241,296 8,774,383 53,361,982

At 31 December 2011 11,731,241 5,947,514 7,385,334 14,191,434 936,078 24,464,120 64,655,721

AHMAD ZAKI RESOURCES BERHAD


Annual Report
2011
Notes to Financial Statements (cont’d)

95
Notes to Financial Statements (cont’d)

3. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Machinery Furniture,
and Motor Fittings &
equipment VehiclesEquipment Total
Company RM RM RM RM

Cost
At 1 January 2010 59,283 3,567,924 393,963 4,021,170
Additions – 2,049,528 – 2,049,528
Disposals – (1,307,599) – (1,307,599)
Written off – – (22,656) (22,656)
Effect of movements in exchange rates (5,244) – (3,802) (9,046)

At 31 December 2010/1 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 47,322 4,305,569 362,636 4,715,527

Accumulated depreciation
At 1 January 2010 43,880 2,053,358 248,542 2,345,780
Depreciation for the year 11,302 593,330 74,184 678,816
Disposals – (1,188,763) – (1,188,763)
Written off – – (20,745) (20,745)
Effect of movements in exchange rates (4,371) – (3,405) (7,776)

At 31 December 2010/1 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)
Effect of movements in exchange rates (6,745) – (4,646) (11,391)

At 31 December 2011 47,322 2,070,178 341,702 2,459,202

Carrying amounts
At 1 January 2010 15,403 1,514,566 145,421 1,675,390

At 31 December 2010/1 January 2011 3,228 2,851,928 68,929 2,924,085

At 31 December 2011 – 2,235,391 20,934 2,256,325

96 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

3. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Included in property, plant and equipment are:

(i) the cost and the net carrying amount of property, plant and equipment under finance lease arrangements
as follows:

Machinery Furniture,
and Motor Fittings &
equipment Vehicles Equipment Total
Group RM RM RM RM

2011
Cost 12,452,844 18,273,334 – 30,726,178

Net carrying amount 5,310,543 10,680,792 – 15,991,335

2010
Cost 8,951,415 16,227,586 89,000 25,268,001

Net carrying amount 5,217,881 9,407,842 26,700 14,652,423

Company

2011
Cost – 3,836,080 – 3,836,080

Net carrying amount – 2,235,388 – 2,235,388

2010
Cost – 3,840,364 – 3,840,364

Net carrying amount – 2,851,926 – 2,851,926

(ii) freehold land and buildings and building under construction of the Group with a total net carrying
amount of RM36,784,308 (2010: RM17,468,923) are charged to financial institutions as securities for
banking facilities granted to its subsidiaries as disclosed in Note 18(a).

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 97


Notes to Financial Statements (cont’d)

4. PREPAID LEASE PAYMENTS

Group
2011 2010
RM RM

Cost
At 1 January 12,130,141 9,483,950
Additions – 2,646,191
Effect of movements in exchange rates 159,411 –

At 31 December 12,289,552 12,130,141

Accumulated amortisation
At 1 January 1,921,801 1,581,847
Amortisation during the year 463,277 339,954
Effect of movements in exchange rates – –

At 31 December 2,385,078 1,921,801

Carrying amount
At 31 December 9,904,474 10,208,340

Analysed as follows:

Short term leasehold land 9,904,474 10,208,340

The short term leasehold land of the Group has an unexpired lease period of less than fifty (50) years.

98 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

5. INVESTMENT PROPERTY

Group
2011 2010
RM RM

At fair value
At 1 January 18,500,000 19,500,000
Change in fair value recognised in
profit or loss – (1,000,000)

At 31 December 18,500,000 18,500,000

Included in the above are:

Hotel property
Freehold land 793,912 793,912
Hotel building 17,706,088 17,706,088

At 31 December 18,500,000 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 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
2011 2010
RM RM

Rental income (24,000) (149,754)


Direct operating expenses 155,933 50,499

The hotel property is charged to financial institutions as security for facilities granted to a subsidiary as
disclosed in Note 18(c).

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 99


Notes to Financial Statements (cont’d)

6. GOODWILL

Group
2011 2010
RM RM

At cost 3,744,605 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.

The aggregate carrying amounts of goodwill allocated to each unit are as follows:

Group
2011 2010
RM RM

Malaysian quarry business 2,893,983 2,893,983


Multiple units without significant goodwill 850,622 850,622

3,744,605 3,744,605

The recoverable amount of a cash-generating unit is calculated using value in use that is based on an approved
business plan for which a five year cash flow projection is made and the assumption of 5% growth rate per
annum.

Value in use was determined by discounting the future cash flows to be generated from the continuing use of
the unit and was based on the following key assumptions:

• Cash flows were projected based on the approved business plan.


• The anticipated annual revenue growth included in cash flows projections was 5% for the years from 2012
to 2016.
• There is no expected increase in selling price over the 5 years.
• A pre-tax discount rate of 10% (2010: 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 result of the sensitivity analysis does not have an impact on the carrying amount of goodwill on
consolidation.

100 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

7. INVESTMENTS IN SUBSIDIARIES

Group
Note 2011 2010
RM RM

Unquoted shares, at cost


As at 1 January 84,212,429 43,687,429
Addition 37 275,000 40,525,000
Disposal (2,026,250) –

At 31 December 82,461,179 84,212,429

The disposal is 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. during the year.

The details of the subsidiaries are as follows:

Effective
ownership
interest
Principal Country of 2011 2012
Name of subsidiary activities incorporation % %

Ahmad Zaki Sdn. Bhd. Contractors of civil Malaysia 100 100


and structural contract
works

Inter-Century Sdn. Bhd. Dealer of marine fuels Malaysia 100 100


and lubricants

Tadok Granite Manufacturing Dormant Malaysia 100 100


Sdn. Bhd.

AZRB International Ventures Investment holding Malaysia 100 100


Sdn. Bhd.

Trend Vista Development Dormant Malaysia 100 100


Sdn. Bhd.

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


Indonesia

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 101


Notes to Financial Statements (cont’d)

7. INVESTMENTS IN SUBSIDIARIES (CONT’D)

ownership
interest
Principal Country of 2011 2010
Name of subsidiary activities incorporation % %

Ahmad Zaki Saudi Arabia Contractors of civil Kingdom of 95 99


Co. Ltd.**@ and structural contract Saudi Arabia
works

Peninsular Medical Sdn. Bhd. Undertake design, Malaysia 100 –


development and
construction of a
teaching hospital for the
purpose of lease back to
International Islamic
University of Malaysia and
carry out the related
maintenance services
subsequent to the
completion of said
hospital via concession
and assets management
agreements

AZRB Properties Sdn. Bhd. Dormant Malaysia 100 100

EKVE Sdn. Bhd. Dormant Malaysia 100 100

Unggul Energy & Dormant Malaysia 100 100


Construction Sdn. Bhd

Held through Ahmad Zaki Sdn. Bhd.

Kemaman Technology & Property development Malaysia 60 60


Industrial Park Sdn. Bhd.*

AZSB Machineries Sdn. Bhd. Rental of machineries Malaysia 100 100

102 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

7. INVESTMENTS IN SUBSIDIARIES (CONT’D)

Effective
ownership
interest
Principal Country of 2011 2010
Name of subsidiary activities incorporation % %

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 Kingdom of 5 1


Co. Ltd.**@ and structural contract Saudi Arabia
works

* Not audited by KPMG Malaysia.


** Not audited by member firms of KPMG International.
@ Wholly owned subsidiary of the Group.

8. INVESTMENTS IN ASSOCIATES

Group
2011 2010
RM RM

Unquoted shares, at cost


At 1 January/31 December 110,000 110,000

Quoted shares in Malaysia, at cost


At 1 January – 85,486,474
Disposal – (85,486,474)

At 31 December – –
Share of post-acquisition reserves 50,656 52,700

At 31 December 160,656 162,700

Market value of quoted shares in Malaysia – –

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 103


Notes to Financial Statements (cont’d)

8. INVESTMENTS IN ASSOCIATES (CONT’D)

Goodwill included within the Group’s carrying amount of investments in associated companies is as follows:

Group
2011 2010
RM RM

Goodwill on acquisition
At 1 January 8,056 27,644,415
Disposal – (27,636,359)

At 31 December 8,056 8,056

Market value of quoted shares in Malaysia – –

Disposal in 2010 was in respect of the Group’s investment in Eastern Pacific Industrial Corporation Berhad.

The details of the associates, all incorporated in Malaysia, are as follows:

Effective
ownership
interest
2011 2010
Name of associate Principal activities % %

Held through Ahmad Zaki Sdn. Bhd.

Fasatimur Sdn. Bhd. Project management 50 50

Maxi Heritage Sdn. Bhd. General contractor 20 20

104 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

8. INVESTMENTS IN ASSOCIATES (CONT’D)

Summary financial information for associates, not adjusted for the percentage ownership held by the Group:

Total Total
Effective Revenue Loss assest liabilities
Country of ownership (100%) (100%) (100%) (100%)
incorporation Interest RM RM RM RM

2011
Fasatimur Sdn. Bhd. Malaysia 50% - 3,628 594,000 (302,785)
Maxi Heritage Sdn. Bhd. Malaysia 20% - 1,100 119,408 (84,400)

2010
Fasatimur Sdn. Bhd. Malaysia 50% - 3,428 599,228 (304,385)
Maxi Heritage Sdn. Bhd. Malaysia 20% - 855 118,958 ( 82,850)

9. INTERESTS IN JOINT VENTURES

Group
2011 2010
RM RM

Share of post-acquisition results in joint ventures


At 1 January (288,352) (288,352)
Current year’s profit – 245,424
Less: Profit distribution from a joint venture – (245,424)

At 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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 105


Notes to Financial Statements (cont’d)

9. INTERESTS IN JOINT VENTURES (CONT’D)

(a) The Groups’ share of assets, liabilities, revenue and expenses of the joint ventures are as follows:

(i) Share of the assets and liabilities

Group
2011 2010
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)

(ii) Share of the revenue and expenses

Group
2011 2010
RM RM

Attributable contract revenue – 3,408,663


Attributable contract costs – (3,163,239)

Share of profit for the year – 245,424

All the projects under the joint ventures have been completed in previous years and currently
pending finalisation of the joint ventures accounts.

106 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

10. BIOLOGICAL ASSETS

Group
2011 2010
RM RM

Cost
At 1 January 105,437,701 82,011,852
Additions 15,821,435 23,425,849

At 31 December 121,259,136 105,437,701

Accumulated amortisation
At 1 January – –
Amortisation during the year 492,871 –

At 31 December 492,871 –

Carrying amount
At 31 December 120,766,265 105,437,701

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
2011 2010
RM RM

Amortisation of prepaid lease payments 456,332 333,008


Depreciation of property, plant and equipment 1,165,321 1,066,790
Staff costs 8,348,241 7,425,451

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 107


Notes to Financial Statements (cont’d)

11. AVAILABLE-FOR-SALE INVESTMENTS

Group Company
2011 2010 2011 2010
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 transferrable golf club corporate membership.

12. INVENTORIES

Group
2011 2010
At Cost RM RM

Completed properties 1,266,940 2,071,765


Marine fuels and lubricants 8,684,870 4,345,414
Consumable goods – 85,626

9,951,810 6,502,805

Recognised in profit or loss:


Inventories recognised as cost of sales 60,990,898 40,503,144
Write-down to net realisable value 90,783 –

108 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

13. PROPERTY DEVELOPMENT COSTS

Group
2011 2010
RM RM

Development costs:
At 1 January 9,624,669 5,806,268
Cost incurred during the year 5,248,474 3,818,401

At 31 December 14,873,143 9,624,669

Cost recognised in profit or loss


- prior years (4,496,120) (4,346,733)
- current year (4,097,985) (149,387)

(8,594,105) (4,496,120)

At 31 December 6,279,038 5,128,549

14. TRADE AND OTHER RECEIVABLES

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Trade
External parties a 37,642,844 42,346,545 9,943,538 6,741,735
Amount due from contract customers b 213,017,194 178,398,586 19,695,460 21,184,485
Amount due from a joint venture c 49,773 49,773 – –

250,709,811 220,794,904 29,638,998 27,926,220

Non-trade
Amount due from:
Holding company d – – 135,994 110,630
Subsidiaries d – – 137,616,103 117,993,494
Associate e 20,000 20,000 – –
Affiliates f 483,709 438,081 3,721 3,709

503,709 458,081 137,755,818 118,107,833


Other receivables g 51,655,561 107,849,493 45,330,200 100,254,224
Deposits 2,152,479 2,307,079 54,125 49,324
Prepayments 4,077,628 1,496,261 2 ,974,646 20,105

309,099,188 332,905,818 215,753,787 246,357,706

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 109


Notes to Financial Statements (cont’d)

14. TRADE AND OTHER RECEIVABLES (CONT’D)

Included in the trade and non-trade receivables above are the following amounts that are currently under
dispute with a contract customer pertaining to the development of a university campus in Saudi Arabia.

Group Company
2011 2010 2011 2010
Note RM’ million RM’ million RM’ million RM’ million

External parties 7.7 7.3 – –


Amount due from contract customers 45.5 49.9 – –
Other receivables g 44.7 44.7 44.7 44.7

97.9 101.9 44.7 44.7

As disclosed in Note 38 (ii) 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 (2010: 60 to 90 days).

Included in trade receivables to external parties at 31 December 2011 are retention sums of the Group and of
the Company of RM17,417,960 (2010: RM14,980,902) and RM2,822,831 (2010: RM2,842,988) 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
2011 2010 2011 2010
RM RM RM RM

Within 1 year 2,822,831 – 2,822,831 –


1 - 2 years – 2,842,988 – 2,842,988
2 - 3 years 2,312,237 557,283 – –
3 - 4 years 12,282,892 11,580,631 – –

17,417,960 14,980,902 2,822,831 2,842,988

110 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

14. TRADE AND OTHER RECEIVABLES (CONT’D)

Note b

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Aggregate costs incurred to-date 2,601,045,000 2,067,264,924 422,729,130 409,030,857


Add: Attributable profits 197,641,911 253,273,637 31,880,404 30,570,313

2,798,686,911 2,320,538,561 454,609,534 439,601,170


Less: Progress billings (2,609,324,269) (2,181,264,968) (434,914,074) (418,416,685)

189,362,642 139,273,593 19,695,460 21,184,485

Amount due from contract customers 213,017,194 178,398,586 19,695,460 21,184,485


Amount due to contract customers 20 (23,654,552) (39,124,993) – –

189,362,642 139,273,593 19,695,460 21,184,485

Included in additions to aggregate cost incurred to-date are the following amounts charged during the year:

Group Company
2011 2010 2011 2010
RM RM RM RM

Staff cost expenses 18,378,734 22,144,757 – –


Rental of premises 369,755 800,120 – –
Running cost of machinery 9,788,153 12,906,716 – –
Rental of motor vehicles 37,045 43,929 – –
Depreciation of plant and equipment 2,673 18,462 2,673 18,462

Note c
The amount is unsecured, interest-free and repayable on demand.

Note d
These amounts are non-trade in nature, unsecured, interest-free and repayable on demand.

Note e
The amount is due from Maxi Heritage Sdn. Bhd. which is unsecured, interest-free and repayable on demand.

Note f
Affiliates are companies which share common Directors and shareholders as that of the Company. The amount
is unsecured, interest-free and repayable on demand.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 111


Notes to Financial Statements (cont’d)

14. TRADE AND OTHER RECEIVABLES (CONT’D)

Note g
Included in other receivables are performance and advance payments bonds amounting to RM44.7 million
(2010: 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 38 (ii).

15. CASH AND CASH EQUIVALENTS

Group Company
2011 2010 2011 2010
RM RM RM RM

Deposits placed with licensed banks 87,516,239 82,392,767 6,619,248 3,303,371


Cash and bank balances 28,680,485 33,522,597 6,979,244 1,070,151

116,196,724 115,915,364 13,598,492 4,373,522

Included in deposits placed with licensed banks of the Group are deposits of RM66,185,445 (2010:
RM60,419,386) which have been pledged to financial institutions as security for bank guarantee and credit
facilities granted to the Group as disclosed in Note 18.

Included in deposits placed with licensed banks of the Company are deposits of RM2,755,820 (2010:
RM2,792,494) which have been pledged to financial institutions as security for the overdraft facility granted to
its subsidiary as disclosed in Note 18(c).

The deposits placed with licensed banks of the Group and of the Company bear effective interest rates ranging
from 2.30% to 3.30% (2010: 1.85% to 3.30%) and 2.55% to 2.95% (2010: 1.95% to 2.70%) per annum
respectively.

112 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

16. SHARE CAPITAL

Group/Company
Amount Number Amount Number
2011 of shares 2010 of shares
Authorised: RM 2011 RM 2010

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 138,347,702 276,695,402 138,317,965 276,635,928
Issue of shares under ESOS Scheme 34,020 68,040 29,737 59,474

At 31 December 138,381,722 276,763,442 138,347,702 276,695,402

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.

17. RESERVES

Group Company
2011 2010 2011 2010
RM RM RM RM

Non-distributable:
Share premium 13,910 9,828 13,910 9,828
Other comprehensive income:
Foreign exchange translation reserve 1,165,886 (2,015,812) 238,001 56,479

1,179,796 (2,005,984) 251,911 66,307

Treasury shares (1,025,787) (1,025,787) (1,025,787) (1,025,787)

Distributable:
Retained earnings/(Accumulated losses) 52,837,439 46,139,259 (71,959,774) (72,907,191)

52,991,448 43,107,488 (72,733,650) (73,866,671)

The movement of each category of the reserves are disclosed in the statements of changes in equity.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 113


Notes to Financial Statements (cont’d)

17. 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.

The shareholders of the Company, by an ordinary resolution passed in a general meeting held on 13 May 2009,
approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to
enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied
in the best interests of the Company and its shareholders.

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 276,763,442 (2010: 276,695,402) issued and fully paid-up ordinary shares as at 31 December 2011,
1,478,100 (2010: 1,478,100) shares are held as treasury shares by the Company. As at 31 December 2011, the
number of outstanding ordinary shares in issue after the set off is therefore 275,285,342 (2010: 275,217,302)
ordinary shares of RM0.50 each.

114 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

18. LOANS AND BORROWINGS

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Non-current
Term loans a 97,947,849 84,319,146 – 46,000,000
Finance lease liabilities b 9,190,426 9,262,130 1,344,174 1,768,080

107,138,275 93,581,276 1,344,174 47,768,080

Current
Term loans a 14,968,364 20,643,789 – 10,500,000
Finance lease liabilities b 5,146,958 5,120,265 568,740 572,994
Bank overdrafts c 14,720,417 2,402,963 – –
Trust receipts d 11,489,667 – – –
Murabahah facilities e – 23,520,000 – 23,520,000

46,325,406 51,687,017 568,740 34,592,994

153,463,681 145,268,293 1,912,914 82,361,074

Note a
The term loans of the Group bear interest ranging from 4.85% - 5.15% (2010: 4.50% - 7.05%), are secured and
supported as follows:

(i) first legal charge on land and buildings and building under construction of its subsidiary as disclosed in
Note 3;
(ii) corporate guarantees from the Company; and
(iii) memorandum of charge on the shares of its subsidiary.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 115


Notes to Financial Statements (cont’d)

18. LOANS AND BORROWINGS (CONT’D)

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
2011 2011 2011 2010 2010 2010
Group RM RM RM RM RM RM

Less than one year 5,813,992 (667,034) 5,146,958 5,786,601 (666,336) 5,120,265
Between one and five years 9,895,654 (705,228) 9,190,426 9,920,612 (658,482) 9,262,130
More than five years – – – – – –

15,709,646 (1,372,262) 14,337,384 15,707,213 (1,324,818) 14,382,395

Company
Less than one year 653,425 (84,685) 568,740 696,855 (123,861) 572,994
Between one and five years 1,442,383 (98,209) 1,344,174 1,914,615 (146,535) 1,768,080
More than five years – – – – – –

2,095,808 (182,894) 1,912,914 2,611,470 (270,396) 2,341,074

Note c
The bank overdraft facilities are repayable on demand and bear interest ranging from 7.60% - 8.10% (2010:
7.50% - 7.80%) per annum. These facilities are secured and supported by:

(i) freehold land and hotel buildings as disclosed in Note 5;


(ii) deposits placed with licensed banks of the Company and its subsidiary; and
(iii) corporate guarantees from the Company.

Note d
The trust receipts of the Group are repayable within 120 - 180 days and bear interest ranging from 7.60% -
7.85% per annum. These facilities are secured and supported by:

(i) deposits placed with licensed banks of the subsidiary; and


(ii) corporate guarantees from the Company.

Note e
The Murabahah facilities were fully repaid during the year. The facilities had profit share rate ranging from
4.80% - 5.40% per annum.

116 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

19. DEFERRED TAX LIABILITIES

Group Company
2011 2010 2011 2010
Note RM RM RM RM

At 1 January 8,641,320 8,864,357 4,576,000 5,141,287


Recognised in profit or loss:
- Origination and reversal of
temporary differences 27 (185,065) (67,951) 9,659 (546,601)
- Over provision in prior year 27 (441,780) (155,400) (39,490) (19,000)
Effect of movements in
exchange rates – 314 – 314

At 31 December 8,014,475 8,641,320 4,546,169 4,576,000

Recognised deferred tax assets/(liabilities)

Assets Liabilities Net


2011 2010 2011 2010 2011 2010
Group RM RM RM RM RM RM

Property, plant and equipment 43,511 524,097 (338,389) – (294,878) 524,097


Investment property – – (519,140) (1,964,640) (519,140) (1,964,640)
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) (4,590,000) (4,589,680) (4,590,000)

Tax assets/(liabilities) 43,511 524,097 (8,057,986) (9,165,417) (8,014,475) (8,641,320)


Set off of tax (43,511) – 43,511 – – –

Net tax assets/(liabilities) – 524,097 (8,014,475) (9,165,417) (8,014,475) ( 8,641,320)

Company
Property, plant and equipment 43,511 14,000 – – 43,511 14,000
Derecognition of results of joint
venture in MCHJV – – (4,589,680) (4,590,000) (4,589,680) (4,590,000)

Net tax assets/(liabilities) 43,511 14,000 (4,589,680) (4,590,000) (4,546,169) (4,576,000)

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 117


Notes to Financial Statements (cont’d)

19. DEFERRED TAX LIABILITIES (CONT’D)

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items (stated at gross):

Group and Company


2011 2010
At Cost RM RM

Unabsorbed capital allowances 5,886,783 5,631,661


Tax loss carry-forward 1,812,766 –

7,699,549 5,631,661

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 deductible temporary differences and tax loss carry-forward do not expire under current tax legislation.

20. TRADE AND OTHER PAYABLES

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Trade
External parties a 216,522,624 203,121,662 25,514,863 23,556,759
Amount due to contract customers 14 23,654,552 39,124,993 – –
Advance payments received 54,625,539 60,991,046 – –

294,802,715 303,237,701 25,514,863 23,556,759


Non-trade
Amount due to:
Holding company b 35,666 195,690 – –
Subsidiaries b – – 220,250,992 165,871,827
Associate b 53,089 53,089 – –
Affiliates b 46,479 – – –

135,234 248,779 220,250,992 165,871,827


Accruals and other payables c 6,149,634 8,308,603 1,397,560 2,226,329

6,284,868 8,557,382 221,648,552 168,098,156

301,087,583 311,795,083 247,163,415 191,654,915

118 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

20. TRADE AND OTHER PAYABLES (CONT’D)

Note a
The normal credit term granted by the suppliers of the Group and of the Company ranges from 30 to 90 days
(2010: 30 to 90 days).

Included in trade payables of the Group are:

a) retention sums of RM64,608,602 (2010: RM54,288,762).

b) amount due to related parties as follows:

Group Company
2011 2010 2011 2010
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. 4,053,667 4,334,843 – –
- Chuan Huat Hardware Sdn. Bhd. 26,280 – – –

Note b
These amounts are unsecured, interest-free and repayable on demand.

Note c
Included in accruals of the Group and of the Company is interest on borrowing amounting to RM77,936 (2010:
RM1,321,140).

21. REVENUE

Group Company
2011 2010 2011 2010
RM RM RM RM

Management fees – – 2,195,000 2,190,000


Dividend income – – 28,000,120 25,798,588
Attributable contract revenue 469,978,102 372,489,597 26,537,959 32,030,998
Rental of machinery 41,421 240,000 – –
Sale of goods 54,029,391 55,629,556 – –
Sale of properties 9,148,434 2,354,329 – –
Sale of fresh fruit bunches 1,670,226 – – –

534,867,574 430,713,482 56,733,079 60,019,586

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 119


Notes to Financial Statements (cont’d)

22. COST OF SALES

Group Company
2011 2010 2011 2010
RM RM RM RM

Attributable contract costs 392,662,525 402,168,219 25,328,466 29,549,453


Cost of goods sold 52,806,121 39,370,399 – –
Costs of development properties 6,161,862 1,132,745 – –
Direct operating costs-plantation 2,022,915 – – –

453,653,423 442,671,363 25,328,466 29,549,453

23. FINANCE INCOME

Recognised in the profit or loss:

Group Company
2011 2010 2011 2010
RM RM RM RM

Interest income of financial


assets that are not at fair
value through profit or loss 2,728,088 2,338,540 283,700 490,424

24. FINANCE COSTS

Recognised in the profit or loss:

Group Company
2011 2010 2011 2010
RM RM RM RM

Interest expense of financial liabilities


that are not at fair value through profit or loss:
- overdrafts 152,137 512,733 – 393,068
- term loans 7,198,064 8,112,747 2,362,927 7,087,343
- other borrowings 1,376,464 1,916,585 4,691,949 928,500

8,726,665 10,542,065 7,054,876 8,408,911


- other finance costs 2,396,711 1,888,553 – 21,285

11,123,376 12,430,618 7,054,876 8,430,196

120 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

25. PROFIT/(LOSS) BEFORE TAX

Profit/(Loss) before tax is arrived at after charging and (crediting):

Group Company
2011 2010 2011 2010
RM RM RM RM

Auditors’ remuneration
- Statutory audit
KPMG 382,000 – 180,000 –
Other auditors 58,703 240,488 – 61,017
- Over provision in previous year – (5,000) – (5,000)
- Other services 30,000 – 30,000 –
Impairment loss on
investment in unquoted shares – 2,500,000 – 2,500,000
Amortisation of prepaid lease payments 6,945 6,946 – –
Amortisation of planting expenditures 492,871 – – –
Impairment loss on:
- Trade receivables 1,755,835 67,053 – 60,000
- Amount due from a subsidiary – – – 124,224,148
Change in fair value of investment property – 1,000,000 – –
Depreciation of property, plant and equipment 8,590,697 8,973,909 795,821 678,816
Interest expenses 8,726,665 10,542,065 7,054,876 8,408,911
(Gain)/Loss on foreign exchange
- unrealised (23,285) 453,493 (24,592) 452,397
Property, plant and equipment written off – 1,911 – 1,911
Rental of motor vehicles 65,038 58,664 – 230
Rental of premises 2,155,746 2,813,050 5,000 180,294
Rental and running cost of
machinery and equipment 11,508,645 12,806,029 – –
Employee benefits expense 42,561,391 38,676,400 5,455,332 3,809,327
Gain on disposal of investment
in an associate – (7,704,647) – (26,020,526)
Dividend income
- unquoted shares – – (28,000,120) (24,000,088)
- quoted shares – – – (1,798,500)
(Gain)/Loss on disposal of property,
plant and equipment (1,027,495) (184,174) 21,680 23,833
Interest income (2,728,088) (2,338,540) (283,700) (490,424)
Rental income (31,600) (285,069) – –

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 121


Notes to Financial Statements (cont’d)

25. PROFIT/(LOSS) BEFORE TAX (CONT’D)

Included in employee benefits expense is:

Group Company
2011 2010 2011 2010
RM RM RM RM

Contributions to defined contribution plan 5,098,097 4,849,441 662,612 377,869

Included in employee benefit expense of the Group and of the Company are executive Directors’ remuneration
amounting to RM3,845,806 (2010: RM3,043,562) and RM1,843,775 (2010: RM1,396,800) respectively as further
disclosed in Note 26.

26. KEY MANAGEMENT PERSONNEL COMPENSATION

The key management personnel compensations are as follows:

Group Company
2011 2010 2011 2010
RM RM RM RM

Executive Directors
- fees 367,340 342,000 – –
- emoluments 3,478,466 2,701,562 1,843,775 1,396,800

Total remuneration (excluding benefit-in-kind) 3,845,806 3,043,562 1,843,775 1,396,800


Estimated monetary value of benefit-in-kind 166,920 554,600 62,800 220,100

4,012,726 3,598,162 1,906,575 1,616,900

Non-Executive Directors
- fees 571,000 503,500 571,000 503,500
- emoluments 35,100 34,200 29,100 30,600

Total remuneration (excluding benefit-in-kind) 606,100 537,700 600,100 534,100


Estimated monetary value of benefit-in-kind 53,960 24,900 35,200 13,700

Total remuneration (including benefit-in-kind) 660,060 562,600 635,300 547,800

The estimated monetary values of benefits provided to the Directors are not recognised in the statement of
comprehensive income.

122 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

27. TAX EXPENSE

Group Company
2011 2010 2011 2010
Note RM RM RM RM

Recognised in profit or loss


Current tax expense
Malaysia
- current year 12,711,807 13,786,588 6,815,821 5,507,146
- over provision in prior year (257,919) (2,112,180) (75,415) (2,207,489)

12,453,888 11,674,408 6,740,406 3,299,657


Overseas
- over provision in prior year (5,940) – (5,940) –

(5,940) – (5,940) –

Total current year tax recognised in


profit or loss 12,447,948 11,674,408 6,734,466 3,299,657
Deferred tax expense
- origination and reversal of
temporary differences 19 (185,065) (67,951) 9,659 (546,601)
- over provision in prior year 19 (441,780) (155,400) (39,490) (19,000)

Total tax expense 11,821,103 11,451,057 6,704,635 2,734,056

Reconciliation of tax expense

Profit/(Loss) for the year 12,607,701 (61,365,367) 6,109,027 (88,743,938)


Total income tax expense 11,821,103 11,451,057 6,704,635 2,734,056

Profit/(Loss) excluding tax 24,428,804 (49,914,310) 12,813,662 (86,009,882)

Tax calculated using Malaysian


tax rate of 25% (2010: 25%) 6,107,201 (12,478,578) 3,203,416 (21,502,471)
Non-taxable income – (1,943,150) – (6,790,919)
Non-deductible expenses 6,011,682 33,331,845 3 ,214,205 33,253,935
Utilisation of deferred tax assets previously
not recognised – (2,726,670) – –
Deferred tax assets not recognised 407,859 – 407,859 –
Tax effect of share of results of associates – (2,464,810) – –
Over provision of current tax in prior year (263,859) (2,112,180) (81,355) (2,207,489)
Over provision of deferred tax in prior year (441,780) (155,400) (39,490) (19,000)

Tax expense 11,821,103 11,451,057 6,704,635 2,734,056

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 123


Notes to Financial Statements (cont’d)

28. EARNINGS PER ORDINARY SHARE

Basic earnings/(loss) per ordinary share

The calculation of basic earnings per ordinary share at 31 December 2011 was based on the profit for the year
attributable to ordinary shareholders of RM11,859,790 (2010: Loss: RM61,630,104) and weighted average
number of ordinary shares outstanding during the year of 276,763,442 (2010: 276,682,345).

Weighted average number of ordinary shares

Group
2011 2010
RM RM

Issued ordinary shares at 1 January 276,695,402 276,635,929


Effect of ordinary shares issued during the year 68,040 46,416

Weighted average number of ordinary shares at 31 December 276,763,442 276,682,345

Diluted earnings/(loss) per ordinary share

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 2010
RM RM

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 has not been adjusted as the effect arising from the exercise of the employee share options is not
material.

The diluted loss per share of the Group for financial year ended 31 December 2010 is not presented in the
financial statements as the effect of assumed subscriptions for new ordinary shares by ESOS option holders is
anti-dilutive as it decreases the loss per share.

124 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

29. DIVIDENDS

Dividends recognised in the current year by the Company is:

Sen per share Amount Date of payment


(net of tax) RM

2011

Interim dividend 1.88 5,161,610 15 August 2011

2010

Final dividend 2.63 7,224,212 20 July 2010

30. 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 - dealing in marine fuels, lubricants and
other related services petroleum based products.
(iii) Cultivation - oil palm.

Other non-reportable segments comprise operations related to the rental of investment property, investment
holding and provision of management services.

Inter-segment transactions are entered in the ordinary course of business based on terms mutually agreed
upon by the parties concerned.

The accounting policies of the reportable segments are the same as described in Note 2(u).

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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 125


Notes to Financial Statements (cont’d)

30. OPERATING SEGMENTS (CONT’D)

Segment assets

The total of segment asset 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,
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.

126 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


30. OPERATING SEGMENTS (CONT’D)

Major segment by activity

Trading
in Oil
Gas &
Other
Related Other
Construction Services Cultivation Operations Elimination Consolidated
Note RM RM RM RM RM RM

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 expenses (1,520,938) (55,086) (92,231) (7,058,410) – (8,726,665)
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

AHMAD ZAKI RESOURCES BERHAD


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

Annual Report
Investments in
associates 160,656 – – – – 160,656

2011
Notes to Financial Statements (cont’d)

127
30. OPERATING SEGMENTS (CONT’D)

128
Major segment by activity (cont’d)

Trading
in Oil
Gas &
Other
Related Other
Construction Services Cultivation Operations Elimination Consolidated
Note RM RM RM RM RM RM

2010
Revenue
External revenue 372,729,596 55,629 ,556 – 2,354,330 – 430,713,482

AHMAD ZAKI RESOURCES BERHAD


Inter-segment revenue – 25,928 ,972 – – (25,928,972) –

Total revenue 372,729 ,596 81 ,558 ,528 – 2,354,330 (25,928,972) 430,713,482


Notes to Financial Statements (cont’d)

Results

Annual Report
Segment results (69,382,564) 27,282,459 – 36,582, 310 (44,396,515) (49,914,310)

Interest in come 1,607,653 142,092 – 588,795 – 2,338 ,540

2011
Interest expenses (2,099,256) (29,477) – (8,413,332) – (10,542,065)
Share of profit
of joint ventures 245,424 – – – – 245,424
Share of profit
of associates 1,887 9,857,354 – – – 9,859,241
Gain on disposal of
investments
in associate 26,020,526 – – – (18,315,879) 7,704,647
Other non-cash
expenses (i) 1,000,218 1,977 – 3,027,208 – 4,029,403
Depreciation 7,547,475 707,666 – 718,768 – 8,973,909

Other Information
Segment assets 362,305,400 34,027,042 125,550,344 135,099,717 – 656,982,503

Additions to
non-current assets (ii) 11,163,754 1,152,588 26,748,781 2,161,099 – 41,226,222
Investments in associates 162,700 – – – – 162,700
30. OPERATING SEGMENTS (CONT’D)

Major segment by geographical area

Republic of Kingdom of
Malaysia Indonesia India Saudi Arabia Eliminations Consolidated
2011 RM RM RM RM RM RM

Total revenue from


external customers 532,582,691 1,670,224 – 614,659 – 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

2010

Total revenue from


external customers 469,681,597 – (643,178) (38,324,937) – 430,713,482

Segment assets 440,260,830 125,550 ,344 9,221,715 81,94 9,614 – 656,982,503

Additions to
non-current assets (ii) 14,477,441 26,748,781 – – – 41,226,222
Investments in associates 162,700 – – – – 162,700

AHMAD ZAKI RESOURCES BERHAD


Annual Report
2011
Notes to Financial Statements (cont’d)

129
Notes to Financial Statements (cont’d)

30. OPERATING SEGMENTS (CONT’D)

(i) Other non-cash expenses consist of the following items as presented in the respective notes to the
financial statements:

Group
2011 2010
RM RM

Bad debts written off 1,755,835 67,053


Amortisation of planting expenditures 492,871 –
Amortisation of prepaid lease payments 6,945 6,946
Property, plant and equipment written off – 1,911
Impairment loss on investment in unquoted shares – 2,500,000
Change in fair value of investment property – 1,000,000
Loss on foreign exchange
- unrealised – 453,493

2,255,651 4,029,403

(ii) Additions to non-current assets consist of the following items:

Group
2011 2010
RM RM

Property, plant and equipment 22,743,191 15,154,182


Planting expenditure incurred 15,821,435 23,425,849
Prepaid lease payments – 2,646,191

38,564,626 41,226,222

31. FINANCIAL INSTRUMENTS

31.1 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
(c) Other liabilities (‘OL’).

130 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


31. FINANCIAL INSTRUMENTS (CONT’D)

31.1 Categories of financial instruments (cont’d)

Group Company
Carrying Carrying
amount L&R/(OL) AFS amount L&R/(OL) AFS
RM RM RM RM RM RM

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 – 168,099,502 168,099,502 –
Cash and cash equivalents 116,196,724 116,196,724 – 13,598,492 13,598,492 –

323,500,903 323,385,403 115,500 181,765,994 181,697,994 68,000

2010
Financial assets
Club membership & unquoted shares 115,500 – 115,500 68,000 – 68,000
Trade and other receivables # 229,478,926 229,478,926 – 201,657,962 201,657,962 –
Cash and cash equivalents 115,915,364 115,915,364 – 4,373,522 4,373,522 –

345,509,790 345,394,290 115,500 206,099,484 206,031,484 68,000

2011
Financial liabilities
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) –

AHMAD ZAKI RESOURCES BERHAD


2010
Financial liabilities
Trade and other payables (311,795,083) (311,795,083) – (191,654,915) (191,654,915) –

Annual Report
Loans and borrowings (145,268,293) (145,268,293) – (82,361,074) (82,361,074) –

(457,063,376) (457,063,376) – (274,015,989) (274,015,989) –

2011
# Excluded the amounts owing by a customer which are under dispute as disclosed in Note 14 to the financial statements and prepayments.
Notes to Financial Statements (cont’d)

131
Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.2 Net gains and losses arising from financial instruments

Group Company
2011 2010 2011 2010
RM RM RM RM

Net gains/(losses) arising on:


Loans and receivables 972,253 2,271,487 283,700 (123,793,724)
Financial liabilities measured at
amortised costs 8,726,665 10,542,065 7,054,876 8,408,911

9,698,918 12,813,552 7,338,576 (115,384,813)

31.3 Financial risk management

The Group has exposure to the following risks from its use of financial instruments:

• Credit risk
• Liquidity risk
• Market risk

31.4 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 instrument fails to meet its contractual obligations. The Group’s exposure to credit risk arises
principally from its trade receivables, amount due from contract customers and advances to joint venture,
associate and affiliates while the Company’s exposure to credit risk arises principally from 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
represented by the carrying amounts in the statement of financial position.

Management has taken reasonable steps to ensure that trade receivables that are neither past due nor
impaired are stated at their realisable values. A significant portion of these trade receivables are regular
customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit
quality of the trade receivables.

132 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.4 Credit risk (cont’d)

Receivables (cont’d)

Impairment losses

The ageing of trade receivables, excluding an amount owing by a 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

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
Past due more than 120 days 6,740,100 – 6,740,100

29,967,939 – 29,967,939

2010
Not past due 9,931,735 – 9,931,735
Past due 0–30 days 1,190,696 – 1,190,696
Past due 31–120 days 14,938,886 – 14,938,886
Past due more than 120 days 8,945,780 – 8,945,780

35,007,097 – 35,007,097

Company

2011
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 – – –
Past due more than 120 days 3,806,453 – 3,806,453

9,943,538 – 9,943,538

2010
Not past due 2,842,988 – 2,842,988
Past due 0–30 days – – –
Past due 31–120 days – – –
Past due more than 120 days 3,898,747 – 3,898,747

6,741,735 – 6,741,735

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 133


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.4 Credit risk (cont’d)

Inter-company balances

Risk management objectives, policies and processes for managing the risk

The Company makes payment on behalf of and/or provides advances to its ultimate holding company,
subsidiaries, associate, joint ventures and affiliates. The Company monitors the results of the
subsidiaries regularly except for the amounts due from 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.

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.

31.5 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.

134 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.5 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 1 to 2 2 to 5 More than


amount interest rate/ cash flows year years years 5 years
Group RM coupon RM RM RM RM RM

2011
Financial liabilities
Trade and other
payables 301,087,583 – 301,087,583 301,087,583 – – –
Bank overdrafts 14,720,417 7.60% - 8.10% 15,875,663 15,875,663 – – –
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

454,551,264 479,924,486 354,957,292 23,686,231 59,016,499 42,264,464

2010
Financial liabilities
Trade and other
payables 311,795,083 – 311,795,083 311,795,083 – – –
Bank overdrafts 2,402,963 7.50% - 7.80% 2,585,980 2,585,980 – – –
Murabahah
facilities 23,520,000 4.80% - 5.40% 23,802,052 23,802,052 – – –
Finance lease
liabilities 14,382,395 3.80% - 7.94% 15,707,213 5,786,601 4,479,636 5,440,976 –
Term loans 104,962,935 4.50% - 7.05% 117,006,561 27,113,462 64,615,715 25,277,384 –

457,063,376 470,896,889 371,083,178 69,095,351 30,718,360 –

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 135


136
31. FINANCIAL INSTRUMENTS (CONT’D)

31.5 Liquidity risk (cont’d)

Maturity analysis (cont’d)

Carrying Contractual Contractual Under 1 1 to 2 2 to 5


amount interest rate/ cash flows year years years
Company RM coupon RM RM RM RM

2011
Financial liabilities

AHMAD ZAKI RESOURCES BERHAD


Trade and other payables 247,163,415 – 247,163,415 247,163,415 – –
Finance lease liabilities 1,9 12,914 2.15% - 3.50% 2,095,808 653,425 537,168 905,215
Notes to Financial Statements (cont’d)

249,076,329 249,259,223 247,816,840 537,168 905,215

Annual Report
2010
Financial liabilities

2011
Trade and other payables 191,654,915 – 191,654,915 191,654,915 – –
Murabahah facilities 23,520,000 4.80% - 5.40% 23,802,052 23,802,052 – –
Finance lease liabilities 2,3 41,074 3.80% - 7.94% 2,611,470 696,855 643,739 1,270,876
Term loans 56,500,000 4.50% - 4.85% 61,886,706 14,169,956 47,716,750 –

274,015,989 279,955,143 230,323,778 48,360,489 1,270,876


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.6 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.

31.6.1 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 Indian Rupees (‘RS’), Indonesia Rupiah (‘INR’) and Saudi Riyal (‘SAR’).

Risk management objectives, policies and processes for managing the risk

The Group presently does not hedge its foreign currency exposures. Nevertheless, the management
regularly monitor its exposure and keep this policy under review.

Exposure to foreign currency risk

The Group’s exposure to foreign currency (a currency which is other than the currency of the Group
entities) risk, based on carrying amounts as at the end of the reporting period was:

2011 2010
Group RS INR SAR RS INR SAR

In RM
Trade and other
receivables # 5,756,328 4,335,645 18,225,161 6,214,417 4,251,594 17,903,835
Cash and cash
equivalents 746,368 153,402 242,342 923,496 327,638 94,665
Trade and other
payables (563,893) (1,566,399) (17,616,028) (207,149) (4,404,708) (24,426,029)

Exposure in the
statement of
financial position 5,938,803 2,922,648 851,475 6,930,764 174,524 (6,427,529)

# Excluded the amounts owing by a customer which are under dispute as disclosed in Note 14 to the
financial statements.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 137


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.6 Market risk (cont’d)

31.6.1 Currency risk (cont’d)

Currency risk sensitivity analysis

A 10% (2010: 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.

2011 2010
Profit or Profit or
Equity loss Equity loss

RS 445,410 445,410 519,807 519,807


INR 219,199 219,199 13,089 13,089
SAR 63,861 63,861 (482,065) (482,065)

A 10% (2010: 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 variable remained constant.

31.6.2 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 value due to changes in interest rates is not significant.

Risk management objectives, policies and processes for managing the risk

The Group manages interest rate risk by placing such balances on varying maturities and interest rate
terms.

Exposure to interest rate risk

The interest rate profile of the Group’s and the Company’s significant interestbearing financial
instruments, based on carrying amounts as at the end of the reporting period was:

138 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.6 Market risk (cont’d)

31.6.2 Interest rate risk (cont’d)

Exposure to interest rate risk (cont’d)

Group Company
2011 2010 2011 2010
RM RM RM RM

Fixed rate instruments


Financial assets 87,516,239 82,392,767 6,619,248 3,303,371
Financial liabilities (25,827,051) (59,382,395) (1,912,914) (47,341,074)

61,689,188 23,010,372 4,706,334 (44,037,703)

Floating rate instruments


Financial liabilities 127,636,630 85,885,898 – 35,020,000

Interest rate risk sensitivity analysis

(a) Fair value sensitivity analysis for fixed rate instruments

The Group has only fixed-rate deposits placed with licensed banks withtenure 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.

(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.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 139


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.6 Market risk (cont’d)

31.6.2 Interest rate risk (cont’d)

Interest rate risk sensitivity analysis (cont’d)

(b) Cash flow sensitivity analysis for variable rate instruments (cont’d)

Equity Profit or loss


1% 1% 1% 1%
increase decrease increase decrease
RM RM RM RM

2011
Floating rate instruments
Term loans (846,871) 846,871 (846,871) 846,871

Cash flow sensitivity (net) (846,871) 846,871 (846,871) 846,871

2010
Floating rate instruments
Term loans (449,722) 449,722 (449,722) 449,722

Cash flow sensitivity (net) (449,722) 449,722 (449,722) 449,722

31.7 Fair value of financial instruments

The carrying amounts of cash and cash equivalents, short term receivables and payables and short term
borrowings approximate fair values due to the relatively short term nature of these financial
instruments.

It was not practicable to estimate the fair value of the Group’s investment in unquoted shares due to
the lack of comparable quoted market prices and the inability to estimate fair value without incurring
excessive costs.

140 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.7 Fair value of financial instruments (cont’d)

The fair values of other financial assets and liabilities, together with the carrying amounts shown in the
statement of financial position, are as follows:

2011 2010
Carrying Fair Carrying Fair
amount value amount value
RM RM RM RM

Group

Financial asset
Club membership 68,000 68,000 68,000 68,000

Financial liabilities
Term loans 112,916,213 110,341,828 104,962,935 104,672,299
Finance lease liabilities 14,337,384 14,338,847 14,382,395 14,387,945

Company

Financial asset
Club membership 68,000 68,000 68,000 68,000

Financial liabilities
Term loans – – 56,500,000 56,209,365
Finance lease liabilities 1,912,914 1,922,074 2,341,074 2,429,144

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
lease agreements.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 141


Notes to Financial Statements (cont’d)

31. FINANCIAL INSTRUMENTS (CONT’D)

31.7 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:

2011 2010

Group
Finance lease liabilities 3.25% 4.00%
Term loans 5.09% - 5.15% 4.85% - 8.05%

Company
Finance lease liabilities 3.25% 4.00%
Term loans – 7.63% - 8.05%

Fair value hierachy


The Group has only club membership which is carried at fair value. The fair value has been determined
based on inputs which are not based on observable market data (Level 3). No further disclosure is
presented as the amount is not material.

32. 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 adjusted debt-to-capital ratio at 31 December 2011 and 2010 were as follows:

2011 2010
Note RM RM

Total borrowings 18 153,463,681 145,268,293

Total equity 197,276,305 186,609,901

Debt-to-equity ratio 0.78 0.78

142 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

32. 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.

The Group is also required to maintain a maximum debt-to-equity ratio of 1.5 to comply with a bank covenant,
failing which, the bank may request for the full repayment of the loan facilities granted. The Group has
complied with this covenant.

33. OPERATING LEASES

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

Group
2011 2010
RM RM

Payable within 1 year 133,320 99,500


Payable within 1 to 2 years 119,400 92,400
Payable within 2 to 3 years 86,480 80,800
Payable within 3 to 4 years 66,650 43,560
Payable within 4 to 5 years 6,900 –

412,750 316,260

This is in respect of lease rental payable for leasing of office equipment with lease tenure of five (5) years which
commenced in 2010.

34. CAPITAL COMMITMENTS

Group
2011 2010
RM RM

Capital expenditure commitments


Property, plant and equipment
Contracted but not provided for 9,167,000 2,650,018

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 143


Notes to Financial Statements (cont’d)

35. CONTINGENT LIABILITIES

Group

The Directors are of the opinion that provision are not required 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)

(i) The Group is defending a claim of RM9.3 million brought by a third party in year 2006 for negligence which
resulted in damages during the construction works in Malaysia. 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.

(ii) 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 in June 2012. 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.

(iii) A sub-contractor filed a claim against the Group for outstanding progress billings amounted to RM6.4 million
in 2009. The Group has counter filed a suit in the same year against the sub-contractor disputing the amount
claimed. The Directors are of the view that the Group does not have to pay more than the amounts that have
been certified and accrued for in the financial statements.

Company
2011 2010
RM RM

Unsecured
Corporate guarantees given
to financial institutions and suppliers
in respect of credit facilities granted
to subsidiaries 177,701,373 197,478,315

Secured
Corporate guarantees given
to financial institutions and suppliers
in respect of credit facilities granted
to subsidiaries
135,534,278 48,473,892
Corporate guarantee given
together with a pledge of cash deposits
of the Company amounting to
RM2,750,955 (2010: RM2,685,508)
to a financial institution in respect of
credit facilities granted to subsidiary 118,210,671 71,492,561

431,446,322 317,444,768

144 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

36. 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.

Key management personnel are defined as those persons having authority and responsibility for planning,
directing and controlling the activities of the Group either directly or indirectly. Key management personnel
include all the Directors of the Group, and certain members of senior management of the Group.

The significant related party transactions of the Group and of the Company, other than key management
personnel compensation (see Note 26), are as follows:

Group Company
2011 2010 2011 2010
RM RM RM RM

Subsidiaries
Dividend income receivable – – (28,000,120) (24,000,088)
Management fees receivable – – (2,195,000) (2,190,000)
Holding company
Administrative service payable 120,000 120,000 – –
Rental payable – 420,000 – 180,000
Insurance premium payable 871,856 816,156 79,280 96,574

The transactions with the Directors, parties connected to the Directors and companies in which the Directors
have substantial financial interest are as follows:

Group
2011 2010
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. 33,219,698 16,670,086
- Chuan Huat Hardware Sdn. Bhd. 266,303 –

Rental 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 @ Mansor bin Said 18,000 18,000

Purchase of materials from subsidiaries of ultimate holding company 2,298,478 1,156,226

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 145


Notes to Financial Statements (cont’d)

36. RELATED PARTIES (CONT’D)

The Directors of the Company are of the opinion that the above transactions have been entered into in the
normal course of business and have been established under normal trade terms.

The outstanding balances arising from the above transactions have been disclosed in Note 14 and Note 20 to
the financial statements.

37. ACQUISITION OF SUBSIDIARY

On 10 June 2011, the Group acquired 100% of the shareholdings in Peninsular Medical Sdn. Bhd. for total cash
consideration of RM2. Subsequent to that, the Group increased its shareholdings through the subscription of
additional 274,998 ordinary shares of RM1 each for a total cash consideration of RM274,998. The company is
principally engaged to undertake the design, development and construction of a teaching hospital for the
purpose of lease back to International Islamic University Malaya and carries out the related maintenance
services subsequent to the completion of the teaching hospital via concession and assets management
agreements.

The acquisition of subsidiary does not have any material effect to the financial statements.

38. SIGNIFICANT EVENTS DURING THE YEAR

The significant events during the financial year are as follows:

(i) The Group executed a Concession Agreement with the International Islamic University Malaysia (‘IIUM’)
and the Government of Malaysia, which was represented by the Ministry of Higher Education (‘the
Government’) on 21 September 2011.

IIUM grants to the Company on a Private Finance Initiative (‘PFI’) basis, the rights and authority to
undertake the planning, design, development, construction, financing, landscaping, equipping,
installation, completion, testing, commissioning and leasing of a teaching hospital and carry out the
related maintenance services over the concession period of twenty-five (25) years.

(ii) 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 provided 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 already disclosed in Note 14 to the financial statements.

146 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Notes to Financial Statements (cont’d)

38. SIGNIFICANT EVENTS DURING THE YEAR (CONT’D)

In January 2012, the Group has submitted its memorial of claims to International Court of Arbitration under
International Chamber of Commerce (‘ICC Court’). The arbitrator appointed by the ICC Court has determined
to hear the case in May 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.

39. SUBSEQUENT EVENTS AFTER THE YEAR END

On 31 January 2012, one of its 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.

40. COMPARATIVE FIGURES

In previous financial year, the cash and cash equivalents in the statements of cash flows were inadvertently not
presented net of pledged deposits placed with licensed banks.

The above reclassification does not have any impact on the earnings per ordinary shares of the Group.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 147


Notes to Financial Statements (cont’d)

41. SUPPLEMENTARY INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS OR


LOSSES

The breakdown of the retained earnings of the Group and of the Company as at 31 December, into realised
and unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing
Requirements, are as follows:

Group Company
2011 2010 2011 2010
RM RM RM RM

Total retained earnings/


(accumulated losses)
of the Company and
its subsidiaries:
- realised 86,493,280 76,644,334 (67,438,197) (68,317,191)
- unrealised 1,441,622 114,890 (4,521,577) (4,590,000)

87,934,902 76,759,224 (71,959,774) (72,907,191)


Total share of retained earnings
of associated companies
- realised 50,646 54 – –

Total share of accumulated


losses of jointly-controlled
entities
- realised (288,352) (288,352) – –

Less: Consolidation adjustments (34,859,757) (30,331,667) – –

Total retained earnings/


(accumulated losses) 52,837,439 46,139,259 (71,959,774) (72,907,191)

The determination of realised and unrealised profits 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.

148 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


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 62 to 148 are drawn up in accordance with
Financial Reporting Standards and 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 2011 and of their financial performance and
cash flows for the year then ended.

In the opinion of the Directors, the information set out in Note 41 on page 148 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

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 62 to 148, 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 27 April 2012.

before me:

)
)
)
)
)
AZLAN BIN ASH’ARI

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 149


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 statement of
financial position as at 31 December 2011 of the Group and of the Company, and the statements of comprehensive
income, changes in equity and cash flows of the Group and of the Company for the year then ended, and notes,
comprising a summary of significants accounting policies and other explanatory information, as set up on pages 62
to 147.

Directors’ Responsibility for Financial Statements

The Directors of the Group and of the Company are responsible for the preparation of financial statements that
give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in
Malaysia, and 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 to fraud or error. In making those risk assessment, 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 internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimate 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 the of
the Company as at 31 December 2011 and of their financial performance and cash flows for the year then ended
in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia.

150 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Independent Auditors’ Report (cont’d)

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 14 and Note 38 (ii) to the financial statements in respect
of amounts owing by a customer in relation to a development project in Saudi Arabia which is currently under
dispute amounting to RM97.9 million as at 31 December 2011. In January 2012, the Group has submitted its
memorial of claims to International Court of Arbitration under International Chamber of Commerce (‘ICC Court’).
The arbitrator appointed by the ICC Court has determined to hear the case in May 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 THE 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 subsidiaries of which we have not acted as
auditors, which are indicated in Note 7 to the financial statements.

(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial
statement are in form and content appropriate 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 reports on the accounts of the subsidiaries did not contain any qualification ar 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 41 on Page 148 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 and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 151


Independent Auditors’ Report (cont’d)

OTHER MATTERS

The financial statements of the Group and of the Company as at and for the year ended 31 December 2010 were
audited by another firm of auditors whose audit report expressed an unqualified opinion on those financial
statements on 28 April 2011.

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 IDRIS


Firm Number : AF 0758 Approval Number: 2585/10/12/(J)
Chartered Accountants Chartered Accountant

Petaling Jaya, Malaysia

Date : 27 April 2012

152 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Analysis of
SHAREHOLDINGS as at 30 April 2012

Authorised Share Capital : RM 500,000,000.00


Class of Shares : Ordinary Share of RM0.50 each
Issued and Fully Paid-up Share Capital : RM138,407,954.50
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* 58.91*
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 2,770,696 1.00 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


** shares held through person connected

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 as 30 April 2012.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 153


Analysis of Shareholdings (cont’d)

DISTRIBUTION OF SHAREHOLDERS

No. of Shareholders No. of Shares % of Shareholdings


Category Malaysian Foreign Malaysian Foreign Malaysian Foreign

Less than 100 143 1 2,611 28 0.0009 0.0000


100 to 1,000 480 2 303,997 2,000 0.1098 0.0007
1,001 to 10,000 2,596 25 14,535,515 127,540 5.2510 0.0461
10,001 to 100,000 1,076 21 31,966,378 835,653 11.5479 0.3019
100,001 to less than 5% of issued shares 121 6 64,276,904 1,704,147 23.2201 0.6156
5% and above of issued shares 3 0 163,061,136 0 58.9060 0.0000

SUBTOTAL 4,419 55 274,146,541 2,669,368 99.0357 0.9643

LIST OF SUBSTANTIAL (5% and above excluding Bare Trustees)


Deemed
Direct % Interest %

1. ZAKI HOLDINGS (M) SDN BHD 135,461,136 48.94 0 0

2. AMMB NOMINEES (TEMPATAN) SDN BHD 27,600,000 9.97 0 0


AMBANK (M) BERHAD FOR ZAKI HOLDINGS (M) SDN BHD

3. DATO' SRI HAJI WAN ZAKI BIN HAJI WAN MUDA 2,066,760 0.75 163,061,136* 58.91*

* Shares held through Zaki Holdings (M) Sdn Bhd

LIST OF 30 LARGEST SHAREHOLDERS AS AT 30 APRIL 2012


No. Name Shares Held %
1 ZAKI HOLDINGS (M) SDN BHD 97,282,064 35.14
2 ZAKI HOLDINGS (M) SDN BHD 38,179,072 13.79
3 AMMB NOMINEES (TEMPATAN) SDN BHD 27,600,000 9.97
AMBANK (M) BERHAD FOR ZAKI HOLDINGS (M) SDN BHD
4 AMANAHRAYA TRUSTEES BERHAD 6,125,400 2.21
PUBLIC ISLAMIC SELECT TREASURES FUND
5 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 6,054,400 2.19
EMPLOYEES PROVIDENT FUND BOARD (PHEIM)
6 AMANAHRAYA TRUSTEES BERHAD 2,786,100 1.01
PUBLIC ISLAMIC OPPORTUNITIES FUND
7 GEOSAKTI SDN BHD 2,252,900 0.81

154 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


Analysis of Shareholdings (cont’d)

LIST OF 30 LARGEST SHAREHOLDERS AS AT 30 APRIL 2012


No. Name Shares Held %
8 DATO' WAN ZAKARIAH BIN HAJI WAN MUDA 2,101,096 0.76
9 DATO' SRI HAJI WAN ZAKI BIN HAJI WAN MUDA 2,066,760 0.75
10 DATO' HAJI MUSTAFFA BIN MOHAMAD 1,937,148 0.70
11 NEOH CHOO EE & COMPANY, SDN. BERHAD 1,850,000 0.67
12 DATO' W ZULKIFLI BIN HAJI W MUDA 1,642,696 0.59
13 NG TECK LONG 1,612,400 0.58
14 NIK MAHANI BINTI NIK MOHD RASHID 1,611,008 0.58
15 HSBC NOMINEES (TEMPATAN) SDN BHD 1,260,400 0.46
HSBC (M) TRUSTEE BHD FOR HWANG SELECT BALANCED FUND (4405)
16 DATUK (PROF.) A RAHMAN @ OMAR BIN ABDULLAH 1,200,000 0.43
17 HSBC NOMINEES (TEMPATAN) SDN BHD 1,173,500 0.42
HSBC (M) TRUSTEE BHD FOR OSK-UOB SMALL CAP OPPORTUNITY UNIT TRUST (3548)
18 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 1,128,000 0.41
PLEDGED SECURITIES ACCOUNT FOR DATO’ W ZULKIFLI BIN HAJI W MUDA (006111262)
19 HSBC NOMINEES (TEMPATAN) SDN BHD 1,100,000 0.40
HSBC (M) TRUSTEE BHD FOR OSK-UOB GROWTH AND INCOME FOCUS TRUST (4892)
20 NAIMAH BINTI HASHIM 1,050,000 0.38
21 AIBB NOMINEES (TEMPATAN) SDN BHD 930,000 0.34
LOW MEI LOON
22 UOBM NOMINEES (TEMPATAN) SDN BHD 900,000 0.33
UOB-OSK ASSET MANAGEMENT SDN BHD FOR UNI AGGRESSIVE FUND
23 HSBC NOMINEES (TEMPATAN) SDN BHD 879,000 0.32
HSBC (M) TRUSTEE BHD FOR MAAKL AL-FAID (4389)
24 HSBC NOMINEES (ASING) SDN BHD 800,000 0.29
EXEMPT AN FOR CREDIT SUISSE (SG BR-TST-ASING)
25 CARTABAN NOMINEES (TEMPATAN) SDN BHD 797,600 0.29
AXA AFFIN GENERAL INSURANCE BERHAD
26 AHMAD RIZAL BIN ABDUL RAHMAN 755,000 0.27
27 ROSMINI AZAH BINTI ABDUL RAHMAN 745,000 0.27
28 LOW CHU MOOI 650,000 0.23
29 HSBC NOMINEES (TEMPATAN) SDN BHD 600,000 0.22
HSBC (M) TRUSTEE BHD FOR OSK-UOB EMERGING OPPORTUNITY UNIT TRUST (4611)
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 2012.

AHMAD ZAKI RESOURCES BERHAD Annual Report 2011 155


List of
PROPERTIES
31 December 2011

NBV/Prepaid
Date of Description of property Tenure Total land area/ Lease Payment
Title & location of property acquisition (existing use) (age of building) (built up area) RM’000

GM372, Lot 981 and 20.01.1994 Vacant land Freehold 54,967 sq.ft. 8,694
8,694GM 4708, Lot 985, Mukim Setapak &
Daerah Kuala Lumpur and 16.02.1994
Negeri Wilayah Persekutuan
(“Lot 981 and Lot 985”)

EMR 873,Lot 826 30.10.1993 Land and 1-storey and Freehold 202,815/ 18,500
Mukim Sungai Karang 3-storey buildings held (17 years) (64,670) sq.ft.
Kuantan, Pahang (“Lot 826”) for rental

HS (M) 1038, Lot PT4782 05.05.1997 Adjoining 5-storey Freehold 3,498/ 2,195
and HS (M) 1039, Lot PT4783 buildings for own use (16 years) (20,728) sq.ft.
Mukim Setapak, Daerah Kuala Lumpur
and Negeri Wilayah Persekutuan

Daerah Kuala HS (M) 994, Lot PT16360 28.09.2000 5-storey building for Freehold 1,581/ 700
Mukim Setapak, Daerah Kuala Lumpur own use (26years) (10,364) sq.ft.
and Negeri Wilayah Persekutuan
(“Lot PT16360”)

GM 1012, Lot 22050, Tempat Rifle Range 03.08.2007 Vacant land Freehold 12,066.34 sq.ft. 1,448
Mukim Setapak, Daerah Kuala Lumpur
and Negeri Wilayah Persekutuan
(“Lot 22020”)

Lot PT2100, HSD 722 15.07.2003 Vacant land Leasehold expiring 20 hectares 90
Mukim Kuala Telemong 18.10.2025
District of Hulu Terengganu
Kuala Terengganu, Terengganu
(“Lot PT2100”)

HS (M) 929, Lot PT 16343 24.11.2005 4-storey building Freehold 1,604/ 730
Mukim Setapak, Daerah Kuala Lumpur for own use (14 years) (8,291) sq.ft.
and Negeri Wilayah Persekutuan
(“Lot PT 16343”)

HGU No. 5 Desa Amboyo Selatan 31.05.2005 Land for cultivation Leasehold expiring 7,740 hectares 9,814
Kecamatan Ngabang, Kabupaten 27.09.2033
Pontianak Kalimantan Barat,
Republic of Indonesia

GM 1754, Lot 167, Mukim Sabai, 8.10.2010 Vacant land Freehold 4,578 hectares 697
Bentong, Pahang

156 AHMAD ZAKI RESOURCES BERHAD Annual Report 2011


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 15th
Annual General Meeting of the Company to be held at Dillenia & Eugenia Room, Ground Floor, Sime Darby Convention
Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday, 19 June 2012 at 10:00 am 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 Shares Held :

1. RESOLUTION 1 NOTES:
2. RESOLUTION 2
1. A member of the Company who is entitled to attend and vote at the
3. RESOLUTION 3 meeting is entitled to appoint a proxy or proxies, (but not exceeding
two (2) proxies), to attend and vote in his stead.
4. RESOLUTION 4
2. Where a member appoints more than one (1) proxy, the appointment
5. RESOLUTION 5 shall be invalid unless he specifies the proportion of his holdings to
be represented by each proxy.
6. RESOLUTION 6
3. A proxy may but need not be a member of the Company and the
7. RESOLUTION 7 provision of Section 149(1)(b) of the Companies Act, 1965 shall not
apply to the Company.
4. Where a member is an authorised nominee as defined under the
Securities Industry (Central Depositories) Act 1991, it may appoint at
(Please indicate with an “X” in the appropriate spaces provided above as least one proxy in respect of each securities account it holds with
ordinary shares of the Company standing to the credit of the
to how you wish your votes to be cast. If you do not do so, the proxy will
securities account.
vote or abstain from voting at *his/her discretion).
5. Where the Form of Proxy is executed by a corporation, it must be
executed under its seal or under the hand of its attorney.
As Witness my hand this day of 2012
6. The instrument appointing a proxy and the power of attorney or
other authority (if any) under which it is signed, or a notarially
certified copy of that power or authority, must, to be valid, be
deposited at the office of the Company’s Registrars, Mega Corporate
Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan
Sultan Ismail, 50250 Kuala Lumpur, not less than forty-eight (48)
Signature of member(s)/Seal hours before the time set for the meeting or at any adjournment
thereof.
7. Only a depositor whose name appears on the Record of Depositors as
(* Delete where inapplicable) at 12 June 2012 shall be entitled to attend the said meeting or
appoint a proxy or proxies to attend, speak and/or vote on his/her
behalf.

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