WCT-Page 30 to ProxyForm (2.4MB).pdf - Announcements - Bursa ...

30 

WCT Berhad (66538-K) 

annual report 2011 

MANAGEMENT 

COMMITTEE 

1 

5 

1 Goh Chin Liong 

Deputy Managing Director & 

Chairman of the Management Committee 

2 Choe Kai Keong 

Executive Director 

- Property 

3 Liang Kai Chong 

Executive Director 

- Engineering & Construction 

4 Dato’ Teo Tong Kooi 

Chief Executive Officer 

- Vietnam & China Operations 

5 Ng Eng Keat 

General Manager 

2 

6 

9 

7 

10 

3 

6 Young Pey Feei 


- Property 

7 Khor Loke Yew 

Head - Legal Affairs & Secretarial 

8 Chong Kian Fah 

Head of Corporate & Finance/Company Secretary 

9 Wong Lim Fong 

Senior Manager 

- Human Resource & Administration 

10 Wong Pooi Cheong 

Company Secretary 

4 

8

1 

4 

1 2 

Engineering & Construction Division 

3 

5 

1 Ng Eng Keat 


2 Mohd Roslan bin Sarip 

Project Director 

3 Saw Aik Hock 


4 

2 

3 

Property Division 

6 

4 James Andrew Chai 


5 Elina Abdul Aziz 

Regional General Manager, 

Middle East 

1 Young Pey Feei 


- Property 

2 Dato’ Teo Tong Kooi 

Chief Executive Officer 

- Vietnam & China 

Operations 



7 

6 Lim Swee Hock 

Senior Project Manager 

7 Ong Ka Thiam 

Head of Technical 

3 Goh Tong Kiat 


4 Stewart Tew Peng Eng 


- Sales & Marketing 

31 

SENIOR 

MANAGEMENT

32 



CORPORATE SOCIAL 

RESPONSIBILITY STATEMENT 

At WCT, we strongly believe in harmonising our CSR efforts with our businesses 

and are ever mindful of our social obligations towards the marketplace, 

environment, communities and employees. Towards achieving our CSR 

objectives, WCT has internalised in our businesses, elements to ensure 

delivery of long-term sustainable values to our stakeholders. 

MARKETPLACE 

The Group recognises the importance of market 

perception and confidence on the sustainability of 

our businesses. As such, various standards, policies, 

best practices and procedures on quality, health and 

safety, good corporate governance and stakeholder 

engagement have been adopted. Details of the 

Group’s corporate governance and investor relations 

practices are set out in the Statement on Corporate 

Governance. 

The Group’s corporate culture and Core Values of 

“Winning through Commitment and Teamwork built 

upon the foundation of Humility and Respect” ensure 

delivery of satisfactory results to our stakeholders. WCT 

continuously evaluates and develops work processes 

and quality management systems conforming to ISO 

9001:2008 standards which are subject to annual 

independent audits. In addition, major stakeholders 

such as sub-contractors and suppliers are expected 

to conform to the relevant standards practised by the 

Group. 

ENVIRONMENT 

The Group is mindful of the direct impact our businesses 

have on the environment. Various environmental best 

practices and preservation initiatives are continually 

being introduced and carried out at our project sites. 

Through the adoption of internationally recognized 

construction methodology and practices, the Group 

continues to operate in a responsible manner by 

optimizing our resources and reducing the generation 

of waste. 

Our construction plants and machineries are 

stringently maintained to ensure minimal emission of 

pollution and smoke. They undergo annual assessment 

and independent audit to ensure conformation to 

the standards of ISO 9001:2008. Regular trainings to 

promote awareness and responsible environmental 

practices among our people are conducted regularly.

WORKPLACE 

WCT recognizes that our people are our key assets 

and acknowledges their invaluable contribution to 

the Group’s growth. We uphold basic human rights 

and support workplace diversity. The Group practises 

non-prejudicial policies in respect of any race, gender, 

age or minorities. 

Human Capital Development 

The Group organises various trainings, seminars 

and workshops to upgrade and enhance the skills 

and knowledge of our employees. The training 

programmes range from job-related technical 

trainings to soft skills, management and administrative 

courses. 

Safety and Health 

The safety and health of our people are of paramount 

importance to us. Besides having appropriate plans 

to deal with emergencies, concerted effort is made 

to prevent accidents and injuries at our workplace. To 

create a fair working environment for our employees, 

the following procedures have been adopted and 

diligently enforced:- 

(i) At every project site, the Project Team will ensure 

that a Project Safety Plan is in place before the 

commencement of any construction work to 

ensure that the highest standards of occupational 

safety and health are maintained. 

(ii) The Group’s safety and health systems and 

practices for both corporate offices and project 

sites are annually assessed based on the OHSAS 

18001: 2007 Standards. 

In addition to placing sign boards and notices at 

strategic locations throughout all project sites, safety 

and health inspections are also carried out on a 

weekly basis. 



CORPORATE SOCIAL RESPONSIBILITY STATEMENT 

cont’d 

At our hotel operations, health and safety 

committees comprising employees from every 

department of Première Hotel have been formed 

to ensure compliance with all the requirements and 

legislations related to the various safety and health 

issues in the hotel. 

Work-Life Balance 

To promote work-life balance and a healthy lifestyle, 

our people are encouraged to engage themselves in 

various sporting and leisure activities. 

The WCT Sports & Recreation Committee (SRC) was 

established in December 2011 with the objective 

of promoting staff unity and teamwork across the 

Group. The SRC is represented by employees from 

all business units and project sites within the Group. 

The SRC has planned for a range of activities for the 

benefit of the employees. 

Employee Welfare 

The Group bears the cost of outpatient medical 

attention, dental and annual physical examination 

fees of our staff. Employees are insured under the 

Group’s Hospitalisation and Surgical Scheme for 

hospitalisation and critical illnesses and are also 

covered by the Group’s personal accident insurance 

scheme. 

COMMUNITY 

WCT Group has been actively pursuing socially 

responsible practices in places where we operate to 

ensure the well-being of the local communities. Our 

focus areas include:- 

• Community events; 

• Sports; 

• Education; and 

• Practical trainings. 

33

34 




cont’d 

Festivities for the kids 

23 August 2011 

In the spirit of Ramadan, our Première Hotel held its 

first-ever “Majlis Berbuka Puasa 1Malaysia”, attended 

by 43 children from Persatuan Kebajikan Anak Yatim & 

Miskin Al-Munirah at the Hotel’s grand ballroom. 

In addition to the sumptuous buffet spread of 

wholesome kampung fare and ever-green favourities, 

the young guests also received duit raya. The hotel 

also gives the gift of literacy by donating books and 

learning materials to help to stock their soon-to-open 

library facilities. 

Blood Donation Drive 

15 September 2011 

In collaboration with the Malaysian Red Crescent 

Society (Chapter Klang) VAD 14, a blood donation 

drive was organised at one of the Studio Room in 

Première Hotel. 

Hotel guests and associates from WCT and the hotel 

participated in the first annual blood donation drive. 

The event attracted 74 people and helped in 

collection of 50 blood units. 

Breast Cancer Awareness Campaign 

1-31 October 2011 

As part of its 1st Anniversary Celebration, Première 

Hotel was showing its support for Breast Cancer 

Awareness Month throughout October with 

“Passionately Pink” – to raise both awareness and 

funds. 

Première Hotel encouraged its guests to add an 

optional RM1 donation onto their room and food and 

beverage bills and RM10 onto their banquet bills, and 

the Hotel doubled the donation with a matching 

contribution ringgit for ringgit. 

Healthy Jog and Family Day 

at Bandar Parklands, Klang 

19 November 2011 

Healthy Jog and Family Fun Day was organised by WCT 

Land Sdn Bhd in support of healthy family lifestyle 

among the community and less fortunate children. 

The healthy jog and family day was a runaway success 

with almost 400 participants who included 75 kids 

from Good Samaritan Homes, St Barnabas Home and 

Pusat Jagaan Anak-Anak Yatim Waja homes who each 

received a gift of a dictionary.

“Adopts” Children from 

Good Samaritan Home 

1 November 2011 

Good Samaritan Home (GSH) in Klang, a shelter home 

for 36 children ranging from 4 months to 21 years old 

from under privileged backgrounds is Première 

Hotel’s First adopted children home as part of the its 

corporate social responsibility. 

A Christmas to treasure with Good 

Samaritan Home’s Children 

21 December 2011 

In the true spirit of the season, Première Hotel hosted 

a Children Christmas Party Celebration for 36 children 

from Good Samaritan Home, Klang. 

At the event, the children also received a backpack 

filled with basic school supplies. This effort will relieve 

the home’s expenses on school supplies and provide 

the children with tools so they can focus on their 

education. 



35 


cont’d

36 




cont’d 

WCT Sports Competitions 2011 

To promote work-life balance, healthy lifestyle and 

team building, the Sports & Recreation Committee of 

WCT had organised 3 sports competitions in the 

month of December 2011:- 

(i) Futsal – 4 December 2011 

(ii) Bowling – 11 December 2011 

(iii) Badminton – 18 December 2011



37 

STATEMENT ON 

CORPORATE GOVERNANCE 

The Board of Directors of WCT Berhad (“the Company”) fully supports and is committed to the principles and best practices 

set out in Parts 1 and 2 of the Malaysian Code on Corporate Governance (“the Code”) respectively to ensure that the highest 

standards of corporate governance are practised throughout the Group. 

This statement outlines how the Group has applied the principles laid down in the Code. Except for matters specifically 

identified, the Board of Directors has complied with the best practices set out in the Code. 

DIRECTORS 

The Board 

The Group is led by a sound and experienced Board which plays an important role in the stewardship of its direction and 

operations. It focuses mainly on strategies, financial performance and critical business issues, including the following specific 

areas to ensure that the governance of the Group is firmly in its hands:- 

• Business plan and direction of the Group 

• The Group strategic action plans 

• Financial performance 

• Acquisition and divestment policy 

• Major investment decisions 

• Internal control system 

The Board also has a well-defined framework on the various categories of matters that require the Board’s approval, 

endorsement or notation as the case may be. The Board is ably supported by the Management Committee, whose 

responsibility is to implement the Group’s strategy. The Statement on Internal Control as disclosed in this Annual Report sets 

out the membership, functions, roles and responsibilities of the Management Committee. 

The Board meets at least four (4) times a year, with additional meetings to be convened as necessary. Issues deliberated at 

such meetings and the relevant decisions made are duly minuted. During the financial year ended 31 December 2011, five 

(5) meetings were held. Details of the attendance of the Directors at the Board Meetings are as follows: 

Directors No. of meetings attended 

Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid 5/5 

Taing Kim Hwa 5/5 

Goh Chin Liong 5/5 

Choe Kai Keong 5/5 

Loh Siew Choh (resigned on 9 July 2011) 3/3 

Liang Kai Chong 5/5 

Cheah Hon Kuen 5/5 

Choo Tak Woh 5/5 

In the intervals between Board meetings, for exceptional matters requiring urgent Board decisions, Board approvals 

are sought via circular resolutions which are attached with sufficient and relevant information required for an informed 

decision to be made. Where a potential conflict arises in the Group’s investment, projects or any transactions involving 

Director’s interest, such Director is required to declare his interest and abstain from further discussion and the decision 

making process.

38 



STATEMENT ON CORPORATE GOVERNANCE 

cont’d 

Board Balance 

As at 31 December 2011, the Board comprises seven (7) members, four (4) of whom are Executive Directors and the 

remaining three (3) are Independent Non-Executive Directors. Each Director’s brief profile is presented under the section 

titled “Profiles of Directors” of this Annual Report. 

There is a clear division of responsibility between the Chairman and the Managing Director of the Group in order to provide 

for balance of power and authority. The Chairman is an Independent Non-Executive Director and has not held any executive 

positions in the Group. He is responsible for ensuring the Board’s effectiveness and conduct as well as facilitating constructive 

deliberation of all matters presented. 

The Managing Director has overall responsibility for the operating units, organisational effectiveness and implementation 

of the Board’s policies and decisions. 

Although all the Executive Directors have an equal responsibility for the Group’s operations, the presence of the Independent 

Non-Executive Directors on the Board fulfils an important role in ensuring corporate accountability, as they provide unbiased 

and independent views, advice, opinions and judgments to take into account the interests, not only of the Group but also 

of the shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business. 

The Board is satisfied that the current Board composition fairly reflects the interest of the minority shareholders of the 

Company. 

The Independent Non-Executive Directors are actively involved in the various Board Committees and visit the Group’s project 

sites both local and overseas in getting a first hand assessment. They provide broader views, independent assessments and 

opinions on management proposals. 

On 17 November 2011, the Board has appointed Mr Choo Tak Woh as the Senior Independent Non-Executive Director to 

whom concerns may be conveyed. 

The Board has reviewed and is satisfied that its current size and composition provides an effective blend of entrepreneurship, 

business and professional expertise in general management, finance and technical areas of the industries the Group is 

involved in. The mixture of skills and experience is vital for the continued success and direction of the Group. A key strength 

of this structure has been the speed of decision-making on critical matters. 

Board Committees 

Where appropriate, matters have been delegated to Board Committees, all of which have written terms of reference to assist 

the Board in discharging its duties and responsibilities. The Board receives the reports of their proceedings and deliberations 

at its scheduled Board meetings. 

(1) Audit Committee 

The composition of the Audit Committee is in compliance with the Listing Requirements of Bursa Malaysia Securities 

Berhad (“Bursa Securities”), including the requirement that all its members are non-executive directors with independent 

non-executive directors forming the majority and one of the members being a qualified accountant. 

The primary objective of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities relating 

to the Group’s financial reporting and internal control systems. Details of the Audit Committee’s terms of reference and 

activities during the financial year are disclosed in the Audit Committee Report. 

The Audit Committee is able to obtain external professional advice and where necessary, invite outsiders with relevant 

experience to attend its meeting to seek opinions, viewpoints and clarifications.

(2) Nomination & Remuneration Committee 



The Nomination & Remuneration Committee (“NRC”) comprises entirely of Independent Non-Executive Directors and 

its members are:- 

(i) Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid (Chairman); 

(ii) Cheah Hon Kuen; 

(iii) Choo Tak Woh; and 

(iv) Andrew Lim Cheong Seng (appointed on 23 February 2012) 

The terms of reference, duties and responsibilities of the NRC are summarised below:- 

(a) Establish a formal and transparent procedure for the appointment of new directors to the Board; 

(b) Review the terms and conditions of employment and remuneration of the Executive Directors; 

(c) Consider, assess and recommend new nominees to the Board as well as committees of the Board; 

(d) Review and approve the remuneration packages (including annual increments and bonuses) of the Executive 

Directors; 

(e) Assess the effectiveness of the Board as a whole, the committees of the Board as well as the contribution of each 

individual director through an annual evaluation process; 

(f) Review annually the required mix of skills, experience and other qualities including core competencies which 

each director should bring to the Board; and 

(g) Ensure that all reviews, assessments and evaluations are properly documented. 

The NRC meets at least once a year and whenever required. In 2011, four (4) meetings were held and attended by all 

the members. 

During the financial year, the NRC reviewed the re-election of three (3) directors retiring by rotation at the 30th Annual 

General Meeting, the annual increment and bonuses of all executive directors, the annual assessment and evaluation 

of the Board, committees of the Board and the individual directors as well as the annual review of the Board in respect 

of its size and the required mix of skills and experience. All recommendations of the NRC are subject to endorsements 

by the Board. 

(3) Options Committee 

The Options Committee is established to administer the Company’s Employees’ Share Options Scheme (2002/2012) 

in accordance with the objectives and regulations thereof and to determine participation eligibility, option offers 

and share allocations and to attend to such other matters as may be required. The current members of the Options 

Committee are as follows:- 

(i) Cheah Hon Kuen (Chairman); 

(ii) Taing Kim Hwa; and 

(iii) Goh Chin Liong. 

The Options Committee meets as and when required and in 2011, one (1) meeting was held. 


cont’d 

39

40 




cont’d 

Supply of information 

All scheduled meetings held during the financial year were preceded with a formal agenda issued by the Company Secretary 

in consultation with the Chairman of the Meeting. The agenda for each of the meetings were accompanied by the minutes of 

preceding meetings of the Board and Board Committees, reports on group financial performance, operational performance 

of its business units including overall quality and delivery of products and services, market analyses, quarterly results for 

announcements, updates on material litigations (if any) and other relevant information. The Board papers are comprehensive 

and encompass all aspects of the matters being considered, enabling the Board to look at both quantitative and qualitative 

factors so that informed decisions may be made. 

The Directors have access to the advice and services of the Company Secretary and all necessary external professional 

advice, when required, at the Company’s expense. 

Appointments and re-elections to the Board 

The NRC is responsible for making recommendations for any appointments to the Board. In making these recommendations, 

the NRC considers the required mix of skills and experience which the Directors should bring to the Board. 

As part of the process of appointing new Directors, the Board ensures that the new Directors are provided with an orientation 

programme. For the re-election of Directors, the Company’s Articles of Association requires that the number of Directors 

nearest to, but not greater than one third retire by rotation each year and seek re-election at the Annual General Meeting. 

The Directors required to retire are those who have been longest in office since their last election. 

A retiring director is eligible for re-election. This provides an opportunity for shareholders to renew mandates. The election 

of each director is voted on separately. To assist shareholders in their decision, sufficient information such as personal profile 

and the shareholdings in the Group of each director standing for election will be furnished in the Annual Report. 

DIRECTORS’ REMUNERATION 

The objective of the Group’s Remuneration Policy is to attract and retain the Directors required to lead and control the Group 

effectively. Generally, the remuneration of each Director reflects the level of responsibility and commitment that goes with 

his Board and/or Board Committee memberships. 

In the case of Executive Directors, the Group aims to strike a balance between a level of remuneration which is sufficient to act 

as an incentive to the Executive Directors while at the same time challenging them to drive the growth of the Group’s business 

and to maximize the return to shareholders. There are three (3) components to the Executive Directors’ remuneration:- 

• Basic salary and benefits; 

• Annual bonus which is a percentage of salary and is linked to individual and corporate performance; and 

• Long-term incentives. 

Generally, salaries are established in accordance with each Executive Director’s level of responsibility and experience, having 

taken into account the remuneration and employment conditions within the construction and property industries. Longterm 

incentives are implemented through share-based schemes to align the Executive Directors’ interest more closely to 

those of the shareholders.



The NRC also reviews and recommends for the Board’s approval all other Directors’ fees. In addition, the Company 

reimburses reasonable expenses incurred by these Directors in the course of their duties as Directors. Besides meeting 

attendance allowance, Independent Non-Executive Directors who are members of Board Committees are also paid committee 

fees. 

In Accordance with Article 72 of the Company’s Articles of Association, the shareholders had on 18 October 2001 approved 

in advance an annual payment of Directors’ fees of an aggregate amount not exceeding RM300,000/- to be divided amongst 

the Directors in such manner as they may determine for the financial year ended 31 January 2002 and for each financial year 

thereafter. 

At the Company level, the total Directors’ fees for the financial year ended 31 December 2011 was RM258,258/-. The Board 

will seek shareholders’ approval when there is a need to revise the said aggregate amount. 

Disclosure 

The Board has considered disclosure of details of the remuneration of each Director. The Board is of the view that the 

transparency and accountability aspects of corporate governance as applicable to Directors’ Remuneration are appropriately 

served by the “band disclosure” as required by the Listing Requirements of Bursa Securities. 

(1) Aggregate remuneration of Directors of the Company comprising remuneration received and/or receivable from the 

Company and/or subsidiaries during the financial year ended 31 December 2011 are as follows:- 

Directors’ 

Fees 

Salaries, 

Allowance 

& Other 

Emoluments 

Benefitsin-kind 

& 

Perquisites EPF Total 

(RM) (RM) (RM) (RM) (RM) 

Executive Directors 114,258 7,588,110 554,957 674,544 8,931,869 

Non-Executive Directors 144,000 130,000 119,925 - 393,925 

Total 258,258 7,718,110 674,882 674,544 9,325,794 

(2) The number of Directors of the Company whose total remuneration received and/or receivable from the Company 

and/or subsidiaries during the financial year falls within the following bands:- 

Range of remuneration Number of Directors 

Executive Non-Executive 

RM100,001 to RM150,000 - 2 

RM150,001 to RM200,000 - 1 

RM900,001 to RM950,000 2 - 

RM1,000,001 to RM1,050,000 1 - 



Total 5* 3 

* One (1) Executive Director resigned on 9 July 2011. 


cont’d 

41

42 




cont’d 

DIRECTORS’ TRAINING 

All the Directors have attended the Mandatory Accreditation Programme (“MAP”) organised by Bursa Malaysia Securities 

Berhad. The Directors will continue to undergo other appropriate training programmes to further enhance their professionalism 

and knowledge as directors of a public listed company. 

During the year, the following in-house training and lectures were organised for the Directors and senior management:- 

(A) CSR Strategy Development & Sustainability (19 July 2011); 

(B) Introduction to Key Performance Indicator (4 October 2011); and 

(C) Talent Identification and Management (2 November 2011). 

The Directors’ attendance last year was as follows:- 

Directors Attendance 

(A) (B) (C) 

1 Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid* - √ - 

2 Taing Kim Hwa √ √ √ 

3 Goh Chin Liong √ √ √ 

4 Choe Kai Keong √ √ √ 

5 Liang Kai Chong - √ - 

6 Cheah Hon Kuen* √ √ √ 

7 Choo Tak Woh* √ √ √ 

In addition to the above in-house trainings, the following Executive Director and Independent Directors also attended the 

following external seminars/conferences:- 

Liang Kai Chong 

• Corporate Directors’ Training Programme (13 December 2011) 

Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid* 

• The Securities Commission’s New Corporate Governance Blueprint – What does it mean to your Company (10 August 

2011) 

Cheah Hon Kuen* 

• Comprehensive Overview of Standards - convergence with IFRS (30 November – 1 December 2011) 

Choo Tak Woh* 

• Comprehensive Overview of Standards - convergence with IFRS (30 November – 1 December 2011) 

* Denotes a member of the Audit Committee

COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONS 

Dialogue between the Company and Investors 



The Group values and strongly believes in the importance of good communication with shareholders, potential investors and 

the public. This is to ensure that all shareholders, both institutional and individual investors, have full access to the information 

disclosed by the Company. It does this through the Annual Report, Annual General Meeting, the Company’s website 

(www.wct.com.my) and timely release of all corporate announcements and financial results, thus providing shareholders 

and the investing public with an overview of the Group’s performance and operations. All enquiries made are dealt with as 

promptly as practicable. 

The Annual Report remains the Company’s main source of information for investors while the website, which has a dedicated 

investor relations section, is intended to provide comprehensive information about the Group to a wider segment of the 

investing public. 

Another important channel of communication with shareholders, investors and the general investment community, both locally 

and internationally, is the Group’s investor relations activities. The Company conducts regular briefings with financial analysts 

and fund managers from time to time as a means of maintaining and improving investor relationship. At least two (2) analyst 

briefings are held each year, usually to coincide with the release of the Group’s half-year and year-end financial results to explain 

the results achieved and the Group’s strategic business plans with the aim of fostering better understanding of the Group’s 

objectives. Additional engagements with analysts and fund managers may be held via teleconferencing as and when required. 

A press conference is normally held after the Annual General Meeting or any Extraordinary General Meeting of the Company. 

In these exchanges, presentations based on permissible disclosures are made to explain the Group’s performance and major 

development programmes. Price-sensitive and information that may be regarded as undisclosed material information about 

the Group is, however, not disclosed until after the prescribed announcement to Bursa Securities has been made. 

Investors Service 

The Group’s website (www.wct.com.my) has a section dedicated to investor relations and provides up-to-date information 

on the Group’s business and operations. Presentations made to analysts and fund managers are posted on this section of 

the website. Further enquiries may be directed to Mr Kenny Wong on all investor related matters:- 

Mr Kenny Wong 

Manager – Corporate Affairs 

Tel : +603 7805 2266 Ext 213 

Email : kenny.wong@wct.com.my 

Investor Relations Activities in 2011 

Below is a summary of the investor relations activities undertaken in the financial year 2011:- 


cont’d 

Meetings/Conference Calls with investors, analysts and fund managers 44 

Investors briefings 5 

Regional investors road shows/conferences 9 

Press conferences/interviews 3 

Total 

43

44 




cont’d 

The Annual General Meeting 

The Company has over the years used the Annual General Meeting as a forum of communication with its shareholders. 

The Board encourages participation from shareholders by having a question and answer session during the Annual General 

Meeting whereby the Directors are available to discuss aspects of the Group’s performance and its business activities. Each 

item of special business included in the notice of the meeting is accompanied by a full explanation of the effects of a 

proposed resolution. Separate resolutions are proposed for substantially separate issues at the meeting and the Chairman 

declares the number of proxy votes received, both for and against each separate resolution where appropriate. 

ACCOUNTABILITY AND AUDIT 

Financial Reporting 

The Board continually strives to provide and present a balanced and meaningful assessment of the Group’s financial 

performance and prospects at the end of the financial year, primarily through the annual financial statements, quarterly 

announcements of results to shareholders as well as the Chairman’s statement and review of operations in the annual 

report. 

In preparing the financial statements, the Group has used appropriate accounting policies, consistently applied and supported 

by reasonable and prudent judgements and estimates. All accounting standards that the Board considers to be applicable 

have been followed if required. 

The Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of its 

financial reporting. 

Statement of Directors’ Responsibility in Relation to the Financial Statements 

The Directors are required to prepare financial statements which give a true and fair view of the state of affairs of the Group 

and the Company as at the end of each financial year and of their results and their cash flows for that year then ended. 

The Directors consider that in preparing the financial statements, 

• the Group and the Company have used appropriate accounting policies and are consistently applied; 

• reasonable and prudent judgements and estimates were made; and 

• all applicable approved accounting standards in Malaysia have been followed. 

The Directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable 

accuracy the financial position of the Group and the Company, and which will enable them to ensure that the Financial 

Statements comply with the Companies Act 1965. 

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets 

of the Group, and to prevent and detect fraud and other irregularities. 

Internal Control 

Information on the Group’s internal control system during the year is presented in the Statement on Internal Control set out 

in this Annual Report.

Relationship with Auditors 




cont’d 

Through the Audit Committee, the Group has established a transparent and appropriate relationship with the Group’s 

auditors, both external and internal in seeking professional advice and ensuring compliance with the accounting standards 

in Malaysia. 

The role of the Audit Committee in relation to the external auditors can be found in the Audit Committee Report set out in 

this Annual Report. 

(This Statement on Corporate Governance has been approved by the Board of Directors via a resolution dated 12 April 

2012. 

45

46 



OTHER 

DISCLOSURES 

The following disclosures in respect of the financial year ended 31 December 2011 are provided for shareholders’ information 

and in accordance with the requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”):- 

1. Utilisation of Proceeds raised from the Issuance of Bonds with Warrants 2011/2016 

Total Proceeds Received RM601,401,943.00 

Less: Utilisation as at 30 March 2012 

1. Repayment of Company’s Borrowings RM350,000,000.00 

2. Working Capital RM249,381,652.00 

3. Expenses relating to the Proposals RM 2,020,291.00 

2. Share Buy-back 

Balance : RM Nil 

The Company did not undertake any share buy-back during the financial year and does not hold any treasury shares. 

3. Exercise of Options, Warrants and Irredeemable Convertible Preference Shares 

During the financial year ended 31 December 2011, the following quantum were exercised or converted into ordinary 

shares:- 

(i) 1,785,525 ordinary shares of RM0.50 each were issued arising from the conversion of 8,927,627 Irredeemable 

Convertible Preference Shares of RM0.10 each; 

(ii) 22,374 ordinary shares of RM0.50 each were issued arising from the exercise of 22,374 Warrants 2008/2013; 

(ii) 723,432 ordinary shares of RM0.50 each were issued arising from the exercise of 723,432 Warrants 2011/2016; 

(iii) 15,734,960 ordinary shares of RM0.50 each were issued arising from the exercise of 15,734,960 options granted 

to employees pursuant to the Employees Share Options Scheme. 

4. Options Granted to and Exercised by Non-Executive Directors 

No new options were granted to the Non-Executive Directors in 2011. The table below sets out the outstanding 

options of the Non-Executive Directors as at 31 December 2011:- 

Name of Director 

Options over Ordinary Shares of RM0.50 each 

Balance 

as at 

1.1.2011 

Number 

of Options 

Exercised 

Balance 

as at 

31.12.2011 

Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid 101,332 51,000 50,332 

Cheah Hon Kuen 50,666 26,000 24,666 

Choo Tak Woh 52,332 26,000 26,332

5. Information in relation to Employees’ Share Scheme 



47 

OTHER DISCLOSURES 

cont’d 

(i) The Employees’ Share Options Scheme (2002/2012) (“ESOS”) is the only share scheme of the Company in 

existence during the financial year ended 31 December 2011 (“FYE 2011”) and has expired on 12 April 2012. 

(ii) The total number of options granted, exercised and outstanding (as adjusted and based on par value of RM0.50 

per ordinary share) under the ESOS since its commencement up to 31 December 2011 are as set out in the table 

below:- 

Description 

Number of Options 

(Since commencement 

up to 31 December 2011) 

Grand Total Directors 

(a) Granted *122,350,000 26,687,000 

(b) Exercised 77,782,802 26,240,338 

(c) Outstanding 31,229,712 222,662 

* including forfeited options 

(iii) Percentages of options applicable to Directors and Senior Management under the ESOS:- 

Directors and Senior Management 2011 

Since commencement 

up to 31 December 2011 

(a) Aggregate maximum allocation 0.82% 35.20% 

(b) Actual granted 0.82% 31.46% 

6. Imposition of Sanctions/Penalties 

There were no sanctions or penalties imposed by the relevant regulatory bodies on the Company or its subsidiaries, 

directors or management during the financial year. 

7. Non-Audit fees 

There was no non-audit fees paid or payable to the external auditors by the Company and its subsidiaries in 2011. 

8. Material Contracts Involving Directors and/or Major Shareholders 

There are no material contracts (not being contracts entered into in the ordinary course of business) which involved the 

interest of directors and/or major shareholders, either still subsisting at the end of the financial year or entered into by 

the Group since the end of the previous financial year. 

Other material contracts involving directors and/or major shareholders which are still subsisting at the end of the 

financial year on 31 December 2011 are described in Note 43 (a) to the Financial Statements. 

9. Recurrent Related Party Transactions of A Revenue Nature 

The aggregate amount of the recurrent related party transactions between WCT Berhad Group and the related party as 

mandated by the shareholders at the Annual General Meeting held on 18 May 2011 amounted to RM440,100/- during 

the financial year under review.

48 



STATEMENT ON 

INTERNAL CONTROL 

The Board of Directors (“Board”) acknowledges its responsibility for maintaining a sound system of internal controls to 

safeguard the shareholders’ investment and the Group’s assets. 

The Board reviews the adequacy and integrity of the Group’s internal control system and management information system 

as well as the process of reviewing their effectiveness and operational efficiency. 

The Group’s system of internal controls covers risk management, internal financial controls as well as those of operational 

and compliance nature. Due to limitations that are inherent in any system of internal controls, the system adopted by the 

Group is designed to manage rather than to eliminate the risks that may impede the attainment of the Group’s business 

objectives. Thus, the system only provides reasonable but not absolute assurance against any material misstatement, loss 

or fraud. 

RISK MANAGEMENT 

The Board acknowledges that risk management is a key discipline within the system of internal controls, to ensure that risks 

which may affect the Group’s business objectives are identified and managed in a timely and effective manner. 

The Risk Management Committee (“RMC”), which comprises an Independent Non-Executive Director (as Advisor) and key 

management personnel from various departments, adopts an ongoing risk management process in identifying, documenting, 

evaluating, monitoring and managing risks. The Risk Management Policy, Project Risk Management Manual/Guideline and 

Project Risk Management Process provide a structured and focused approach to managing risks. 

In the financial year under review, the RMC held six (6) meetings to review risk reports and assessed the adequacy and 

effectiveness of identified mitigation controls. Summaries of significant risks duly deliberated at the RMC meetings are then 

escalated to the Management Committee. 

INTERNAL AUDIT FUNCTION 

The Group Internal Audit Department (“GIA”) was set up by the Board to provide independent assessment on the adequacy 

and effectiveness of the Group’s internal control system. 

The GIA reports to the Audit Committee (“AC”) and its activities are guided by the Internal Audit Charter and based on the 

respective Annual Audit Plans approved by the AC. 

The GIA carries out regular reviews of business processes to assess the adequacy and effectiveness of internal controls, 

compliance with regulations and the Group’s policies and procedures. The relevant findings and management responses are 

highlighted to the AC via audit reports. 

The GIA also performs ad-hoc audits and investigations as and when requested by the management, the Board or the AC.

AUDIT COMMITTEE 

The AC receives reports from both the internal and external auditors on a regular basis. 



AC meetings are held regularly to deliberate on the adequacy of internal audit resources, audit findings, management 

responses, adequacy of audit coverage, corrective actions, and to monitor actions taken by the management in the areas 

with significant or high risks. The AC also reviews Follow-Up Reports from the GIA on the adequacy and effectiveness of 

corrective actions taken by the management on the significant issues highlighted. 

The external auditors provide assurance in the form of their annual statutory audit of the financial statements of the Group. 

Any areas for improvement identified during the course of their audit are brought to the attention of the AC through 

management letters, or are articulated at AC meetings. 

OTHER KEY INTERNAL CONTROL FEATURES 

• Clearly defined operating structure, lines of responsibilities and delegated authority. Various Board and Management 

Committees have been established to assist the Board in discharging its duties. These include the following:- 

� Audit Committee; 

� Nomination & Remuneration Committee; 

� Options Committee; 

� Management Committee; and 

� Risk Management Committee. 

WCT Berhad Oversight Structure 

Note: 

Management Committee is chaired by the Deputy Managing Director and the members consists of Executive Directors, Heads of 

Divisions and Departments. 

• Internal controls have been established in business units through clearly defined lines of responsibilities, segregation 

of duties, and authority limits for capital and operating expenditures, awarding of contracts and other significant 

transactions. 

• Policies, operational procedures and guidelines are documented to provide guidance to all levels of employees. These 

policies and procedures are being reviewed and updated as and when necessary. 

49 

STATEMENT ON INTERNAL CONTROL 

cont’d

50 



STATEMENT ON INTERNAL CONTROL 

cont’d 

• An Integrated Management System (comprising ISO 9001:2008 – Quality Management System, OHSAS 18001:2007 

– OHSAS Management System, and ISO 14001:2004 – Environmental Management System) is continually updated to 

uphold the quality of our products, the health and safety of our people and the adoption of responsible environmental 

practices. 

• Comprehensive financial and operational information are presented to the management and the Board in a timely 

manner. 

• Proper guidelines on the hiring, termination and appraisal of staff are in place. 

• Training and development programmes are identified and scheduled for employees to acquire the necessary knowledge 

and competency to meet their job requirements. 

• Regular visits by Senior Management, AC members and Internal Auditors to project sites and other operating units to 

obtain updated and latest status on progress of projects and other operational / financial issues. 

• In respect of associate company, representatives of the Group sit on the Board of the associate company and that 

periodic financial and operational information of the associate company is provided to the management of the 

Group. 

• In respect of any joint venture entered into by the Group, the management of the joint venture (which comprises 

representatives from the Group and the joint venture partner) is responsible for overseeing the administration, 

operation and executive management of the joint venture. Financial and operational information of the joint venture 

is regularly provided to the management of the Group. 

The Board is of the view that a sound system of internal controls has been implemented throughout the Group which is being 

continually reviewed to ensure its adequacy and effectiveness. All internal control weaknesses identified during the financial 

year under review have been or are being addressed. There were no significant internal control problems and no material 

losses were incurred during the financial year as a result of weaknesses in internal control.

A. MEMBERSHIP 

The Audit Committee comprises the following members:- 



51 

AUDIT COMMITTEE 

REPORT 

Chairman : Cheah Hon Kuen (Independent Non-Executive Director) 

Members : Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid (Independent Non-Executive Director) 

B. TERMS OF REFERENCE 

I. COMPOSITION 

Choo Tak Woh (Independent Non-Executive Director) 

Andrew Lim Cheong Seng (Independent Non-Executive Director, 

appointed on 3 January 2012) 

The Committee shall be appointed by the Board of Directors amongst the Directors of the Company which fulfils 

the following requirements:- 

(1) the Committee must be composed of no fewer than three (3) members; 

(2) all the Committee members must be non-executive directors with a majority of them being independent 

directors; and 

(3) at least one (1) member of the Committee:- 

(a) must be a member of the Malaysian Institute of Accountants; or 

(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ 

working experience; and 

(i) he must have passed the examinations specified in Part I and of the First Schedule of the 

Accountants Act 1967; or 

(ii) he must be a member of one of the association of accountants specified in Part II of the First 

Schedule of the Accountants Act 1967; or 

(c) fulfils such other requirements as prescribed or approved by Bursa Securities. 

The members of the Committee shall elect a Chairman from among themselves who shall be an independent 

director. No alternate director should be appointed as a member of the Committee. 

In the event of any vacancy in the Committee resulting in the non-compliance of the Listing Requirements of 

Bursa Securities pertaining to the composition of the audit committee, the Board of Directors shall within three 

months of that event fill the vacancy.

52 



AUDIT COMMITTEE REPORT 

cont’d 

The terms of office and performance of the Committee and each of its members must be reviewed by the Board of Directors 

at least once every three (3) years to determine whether the Committee and its members have carried out their duties in 

accordance with their terms of reference. 

II. MEETINGS 

Frequency 

Meetings shall be held not less than four (4) times a year, with additional meetings convened as and when necessary. 

Upon the request of the external auditor, the Chairman of the Committee shall convene a meeting of the Committee to 

consider any matter the external auditor believes should be brought to the attention of the Directors or shareholders. 

In the interval between Audit Committee meetings, for exceptional matters requiring urgent decisions, Audit Committee 

approvals are sought via circular resolutions which are attached with sufficient information required for an informed 

decision. 

Quorum 

A quorum of the Committee shall be at least two (2) members and consist of a majority of independent directors. 

Secretary 

The Company Secretary shall be the Secretary of the Committee or in his absence, another person authorised by the 

Chairman of the Committee. 

Reporting Procedure 

The minutes of each meeting shall be circulated to the Committee members and to all members of the Board. 

Attendance 

The Head of Corporate & Finance, the Head of Internal Audit and the representative of the external auditor (if required) 

shall normally attend the meetings. Other directors and employees may attend any particular meeting only at the Audit 

Committee’s invitation, specific to the relevant meeting. 

At least twice a year, the Committee shall meet with the external auditor without any executive directors present. For 

the financial year ended 31 December 2011, a total of five (5) Audit Committee Meetings were held, details of the 

attendance of the members are as follows:- 

Name 

Number of 

meetings attended 

Cheah Hon Kuen 5/5 

Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid 5/5 

Choo Tak Woh 5/5

III. RIGHTS AND AUTHORITY 



(1) The Audit Committee is authorised by the Board of Directors to investigate into any activities within its terms of 

reference. It is authorised to seek any information it requires from any employee and all employees are directed 

to cooperate on any request made by the Audit Committee. 

(2) The Audit Committee is authorised by the Board to obtain outside legal or other independent professional advice 

and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. 

(3) The Audit Committee is empowered to convene meetings with the external auditors, the internal auditors or 

both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary. 

(4) The Audit Committee has direct communication channels with the external auditor and person(s) carrying out 

the internal audit function or activity. 

IV. FUNCTIONS, DUTIES AND RESPONSIBILITIES 

The functions, duties and responsibilities of the Audit Committee are as follows:- 

(1) To recommend the nomination of person or persons as the external auditor, the audit fee and any questions of 

suitability for re-appointment, resignation or dismissal; 

(2) To review the following and report the same to the Board of Directors:- 

(a) the quarterly results and year-end financial statements of the Group and the Company, focusing particularly 

on any changes in or implementation of major accounting policies and procedures, significant and unusual 

events, significant adjustments arising from the audit, the going concern assumption and compliance with 

applicable approved accounting standards and other legal and regulatory requirements; 

(b) the audit plan, with the external auditor, before the audit commences, the nature and scope of audit, and 

ensure co-ordination where more than one audit firm is involved; 

(c) the external auditor’s evaluation of the Group’s system of internal controls; 

(d) the external auditor’s Report to the Audit Committee and management’s response; 

(e) the problems and reservations arising from any interim and final audit, and any matter the external auditor 

may wish to discuss (in the absence of management where necessary); 

(f) the assistance given by employees of the Group to the external auditor; and 

(g) any related party transactions and conflict of interest situation that may arise within the Group including 

any transaction, procedure or course of conduct that raises questions of management integrity; 

53 


cont’d

54 




cont’d 

(3) To review the following in respect of the internal audit function:- 

(a) the adequacy of the scope, functions, competency and resources of the internal audit functions, and that it 

has the necessary authority to carry out its works; 

(b) the internal audit programme and results of the internal audit process and where necessary ensure that 

appropriate action is taken on the recommendations of the internal audit function; 

(c) any appraisal or assessment of the performance of members of the internal audit function; 

(d) any appointment or termination of senior staff members of the internal audit function and to provide the 

opportunity for the resigning staff member to submit his reasons for resigning; and 

(e) the major findings of internal investigations and the management’s response. 

(4) To promptly report to Bursa Securities on matters reported by it to the Board that have not been satisfactorily 

resolved resulting in a breach of the Listing Requirements of Bursa Securities; 

(5) To review and verify annually that options allocated and granted are in accordance with the approved allocation 

criteria; and 

(6) To undertake such other functions as may be authorised by the Board. 

C. SUMMARY OF ACTIVITIES 

During the financial year ended 31 December 2011, the Audit Committee:- 

(1) Reviewed the quarterly unaudited Financial Statements of the Group and recommended the same to the Board 

of Directors for approval and for release to Bursa Securities; 

(2) Reviewed the external auditors’ report on their audit plan, scope of work and the audit procedures to be adopted 

in the annual audit; 

(3) Held two (2) discussions with the external auditors without the presence of management and executive 

directors; 

(4) Reviewed the annual financial statements together with the external auditors to ensure compliance with:- 

(a) Provisions of the Companies Act, 1965; 

(b) Listing Requirements of Bursa Securities; 

(c) Applicable approved accounting standards in Malaysia; and 

(d) Other legal and regulatory requirements; 

(5) Discussed with the internal auditors on their scope of work, adequacy of resources and co-ordination with the 

external auditors;



(6) Deliberated on the significant audit findings and management responses in the internal audit reports and the 

follow-up action taken on the respective audit recommendations; 

(7) Reviewed twenty four (24) internal audit reports on operational and financial audit of local and overseas projects, 

toll concession operation, investigation and compliance; 

(8) Discussed and approved thirty (30) internal audits planned for the year 2012 covering local and overseas projects 

and key processes of the Construction and Property Divisions; 

(9) Visited, together with the Manager-Internal Audit, eight (8) on-going local and overseas projects and operations 

as well as the Group’s stock of residential and commercial properties located in Selangor and Kuala Lumpur; 

(10) Met with the external auditor of the Group’s operations in Qatar; 

(11) Reviewed the recurrent related party transactions entered into by the Company and its subsidiaries; and 

(12) Reviewed and verified that options allocated and granted during the year under the Company’s Employees Share 

Option Scheme (“ESOS”) were in accordance with the allocation criteria approved by the Options Committee and 

in compliance with the By-Laws of the ESOS. 

D. INTERNAL AUDIT FUNCTION 

The internal audit function of the Group is carried out by the in-house Group Internal Audit Department (“GIA”), which 

reports directly to the Audit Committee. The Internal Audit Charter sets out the purposes, authority, responsibilities 

and audit methodology of the GIA whose role is to provide independent and objective reports on the organisation’s 

management records, accounting policies and controls to the Audit Committee. The GIA has adopted the Institute of 

Internal Auditors Malaysia “Code of Ethics” which is observed by all GIA staff. The total cost incurred in respect of the 

Group’s internal audit function for the financial year ended 31 December 2011 was approximately RM548,166/=. 

A risk-based approach is used to ensure that the high risk activities in each auditable area are audited annually. 

Audits are prioritised according to an assessment of the potential risk exposures and are based on processes by which 

significant risks are identified, assessed and managed. Such audits also ensure instituted controls are appropriate and 

are effectively applied to achieve acceptable risks exposure. 

The scope of the internal audit function covers the review and evaluation of the risks exposure relating to the Group’s 

governance, operations and information system as follows:- 

(a) Effectiveness and efficiency of operations; 

(b) Safeguarding of assets; 

(c) Reliability and integrity of financial and operational information; 

(d) Compliance with policies and procedures, laws, regulations and contracts; and 

(e) Recommend appropriate controls to overcome deficiencies and to enhance operations. 

The GIA carries out its activities according to the audit plan approved by the Audit Committee. It also conducts followup 

reviews to monitor and ensure that audit recommendations are effectively implemented. The internal audit reports 

which include action plans as agreed with the operational level management, are circulated to Senior Management 

and tabled at the Audit Committee meetings. 

55 


cont’d

56 




cont’d 

E. ACTIVITIES OF THE INTERNAL AUDIT FUNCTION IN 2011 

GIA conducts regular reviews and appraisal of the Group’s system of internal control to provide assurance to the Board 

on the efficiency and effectiveness of the system. For year 2011, reviews and appraisals conducted by GIA are based 

on the Internal Audit Plan for year 2011 as approved by the Audit Committee. Following the opening of the Group’s first 

hotel, namely Première Hotel in Klang, the number of Internal Audit staff has been increased from three (3) in 2010 

to six (6) in 2011 to undertake additional and expanded audit reviews. GIA currently has five (5) staff including one (1) 

manager, one (1) senior executive, two (2) executives and one (1) officer. 

For joint venture projects/operation, the review and appraisal of internal control system for each project will be jointly 

conducted with the respective internal audit department of the joint venture partner (if any). 

The main activities of the GIA include:- 

(1) Performing operational audit on the following areas:- 

(a) On-going projects and other businesses of the Group. 

(b) System administration and support service. 

(c) Reviewing compliance with the policies, procedures and applicable laws and regulations. 

In 2011, GIA completed twenty three (23) audit reviews on the following and one (1) investigation 

No. Type of Review 

No. of Completed 

Reviews 

1 On-going construction projects 4 

2 JV project/operations 3 

3 Compliance 1 

4 Property development projects 2 

5 Tolled highway maintenance operation 1 

6 Department & process operation 7 

7 New businesses/operations 5 

23 

8 Investigation 1 

Total: 24 

(2) Follow-up on Outstanding Audit Recommendation 

On periodic basis, GIA conducted follow-up on all issues raised during each audit to ensure timeliness of 

implementation of agreed responses/action plan by the Management and to assess the effectiveness of the 

implementation process. Status of such implementation is presented to the Audit Committee during the periodic 

Audit Committee Meeting.

(3) Visits with Audit Committee Members 



For year 2011, Manager-Internal Audit accompanied the members of the Audit Committee and visited the 

following local and overseas projects:- 

(i) Government Administrative Building, Doha, Qatar; 

(ii) New Doha International Airport, Doha, Qatar; 

(iii) WCT Machinery Sdn Bhd – Bukit Beruntung Workshop; 

(iv) LCCT Package EW/01, Sepang, Selangor; 

(v) Federal Government Administrative Buildings (Lots 4G8 & 4G9), Putrajaya; 

(vi) The Paradigm Development Project, Petaling Jaya, Selangor; 

(vii) Première Hotel, Klang, Selangor; 

(viii) WCT Land Sdn Bhd – Property Division; and 

(ix) The Group’s stock of residential and commercial properties located in Selangor and Kuala Lumpur. 

(4) Review of Internal Control System of New Business 

In 2011, GIA assessed the integrity, adequacy, effectiveness and efficiency of the system of internal control of the 

Group’s first hotel, namely Première Hotel, Klang, Selangor, which was opened in October 2010. The new areas 

covered are as follows:- 

• Purchasing Process 

• Payment to Supplier Process 

• Store Operation 

• Sales, Debtors & Collection Process 

• Finance Department 

57 


cont’d

financial 

statements 

Directors’ Report • 

Statement by Directors • 

Statutory Declaration • 

Independent Auditors‘ Report • 

Statements of Financial Position • 

Income Statements • 

Statements of Comprehensive Income • 

Consolidated Statements of Changes in Equity • 

Statements of Changes in Equity • 

Statements of Cash Flows • 

Notes to the Financial Statements • 

Supplementary Information • 

60 - 67 

68 

68 

69 - 70 

71 - 72 

73 

74 

75 - 76 

77 

78 - 80 

81 - 201 

202

60 



DIRECTORS' 

REPORT 

The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of 

the Company for the financial year ended 31 December 2011. 

PRINCIPAL ACTIVITIES 

The principal activities of the Company are that of civil engineering works specialising in earthworks, construction of highway, 

building and related infrastructure works, investment and property holding and provision of management services to the 

subsidiaries. 

The principal activities of the subsidiaries, associates and jointly controlled entities are disclosed in Notes 7, 8 and 9 to the 

financial statements respectively. 

There have been no significant changes in the nature of these principal activities during the financial year. 

RESULTS 

Group Company 

RM'000 RM'000 

Profit after taxation 162,929 80,047 

Attributable to: 

Equity holders of the Company 162,423 80,047 

Non-controlling interest 506 - 

162,929 80,047 

There were no material transfers to or from reserves and provisions during the financial year other than as disclosed in 

statements of changes in equity. 

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year 

were not substantially affected by any item, transaction or event of a material and unusual nature other than of the event 

disclosed in Note 51 to the financial statements. 

DIVIDENDS 

The amount of dividends paid by the Company since 31 December 2010 were as follows: 

In respect of the financial year ended 31 December 2010 as approved by the shareholders: 

RM'000 

Final dividend of 5.0 sen per share less tax at 25% on 798,546,603 ordinary shares of RM0.50 each, paid 

on 6 June 2011 29,945

DIVIDENDS cont’d 

In respect of the financial year ended 31 December 2011 as approved by the shareholders: 



61 

DIRECTORS' REPORT 

cont’d 

RM'000 

Dividend of 1.35 sen per share on 18,211,455 Irredeemable Convertible Preference Shares ("ICPS") of 

RM0.10 each, paid on 5 August 2011 246 

Interim dividend of 5.0 sen per share less tax at 25% on 804,344,872 ordinary shares of RM0.50 each, 

paid on 19 September 2011 30,163 

60,354 

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2011 of 

3.0 sen per ordinary share of RM0.50 each less tax at 25% and a final tax exempt dividend of 1.5 sen per ordinary share of 

RM0.50 each will be proposed for shareholders' approval. The total net final dividend as recommended will be 3.75 sen per 

ordinary share of RM0.50 each (2010: total net final dividend of 3.75 sen per ordinary share of RM0.50 each). 

The financial statements for the current financial year do not reflect these proposed dividends. Such dividends, if approved 

by the shareholders, will be accounted for in the shareholders' equity as an appropriation of retained profits in the next 

financial year ending 31 December 2012. 

DIRECTORS 

The Directors of the Company in office since the date of the last report and at the date of this report are: 

Dato' Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid 

Taing Kim Hwa 

Goh Chin Liong 

Choe Kai Keong 


Cheah Hon Kuen 

Choo Tak Woh 

Andrew Lim Cheong Seng (Appointed on 3 January 2012) 

Loh Siew Choh (Resigned on 9 July 2011) 

DIRECTORS' BENEFITS 

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the 

Company was a party, whereby the Directors might acquire benefits by means of the acquisition of shares in or debentures 

of the Company or any other body corporate, other than those arising from the share options granted under the Employee 

Share Options Scheme ("ESOS") and warrants. 

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than 

benefits included in the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary 

of a full-time employee of the Company as shown in Note 39(c) to the financial statements) by reason of a contract made by 

the Company or a related corporation with any 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, except as disclosed in Note 43 to the financial statements.

62 




cont’d 

DIRECTORS' INTERESTS 

According to the register of Directors' shareholdings, the interests of Directors in office at the end of the financial year in 

ordinary shares, Warrants 2008/2013, Warrants 2011/2016 and options over shares in the Company during the financial 

year were as follows: 

WCT Berhad 

No. of ordinary shares of RM0.50 each 

1 January 

31 December 

2011 Acquired (Disposed) 2011 


- direct 1,177,000 51,000 - 1,228,000 

- indirect (child) 20,000 12,000 (10,000) 22,000 

Taing Kim Hwa 

- direct 2,007,245 141,000 (1,800) 2,146,445 

- indirect 161,633,794 - - 161,633,794 


- direct 5,368,701 109,332 - 5,478,033 


- direct 2,369,975 58,000 - 2,427,975 


- direct 2,532,730 544,664 - 3,077,394 

- indirect (spouse) 203,498 - - 203,498 


- direct 847,206 26,000 (150,000) 723,206 

Choo Tak Woh 

- direct 280,780 26,000 (306,780) - 

- indirect (spouse) - 316,780 (30,000) 286,780

DIRECTORS' INTERESTS cont’d 

Taing Kim Hwa 




Number of Warrants 2008/2013 

1 January 

2011 Acquired (Disposed) 

63 


cont’d 

31 December 

2011 

- direct 1,607,863 - - 1,607,863 

- indirect 33,238,999 - (680,400) 32,558,599 


- direct 803,000 - - 803,000 


- direct 526,400 - - 526,400 


- direct 54,000 - - 54,000 

Choo Tak Woh 

- direct 37,000 - (37,000) - 

The terms and conditions of Warrants 2008/2013 are disclosed in Note 29(c) to the financial statements.

64 




cont’d 

DIRECTORS' INTERESTS cont’d 



Number of Warrants 2011/2016 

1 January 

2011 Acquired (Disposed) 

31 December 

2011 

- direct - 235,400 (135,400) 100,000 

- indirect (child) - 4,000 (4,000) - 

Taing Kim Hwa 

- direct - 601,000 - 601,000 

- indirect - 38,505,958 - 38,505,958 


- direct - 1,100,000 - 1,100,000 


- direct - 493,100 - 493,100 


- direct - 506,545 - 506,545 

- indirect (spouse) - 40,699 - 40,699 


- direct - 130,000 (80,000) 50,000 

The terms and conditions of Warrants 2011/2016 are disclosed in Note 29(d) to the financial statements. 

Number of share options over ordinary shares of RM0.50 

each pursuant to WCT Berhad's ESOS 

1 January 

2011 Granted (Exercised) 

31 December 

2011 

Dato' Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid 101,332 - (51,000) 50,332 

Taing Kim Hwa 121,000 - (121,000) - 

Goh Chin Liong 109,332 - (109,332) - 

Choe Kai Keong 116,332 - (58,000) 58,332 

Liang Kai Chong 607,664 - (544,664) 63,000 

Cheah Hon Kuen 50,666 - (26,000) 24,666 

Choo Tak Woh 52,332 - (26,000) 26,332 

Further information of the ESOS are disclosed in Note 29(b) to the financial statements.

ISSUE OF SHARES 

Ordinary shares 



During the financial year, the Company increased its issued and paid-up ordinary share capital from RM393,470,957 to 

RM402,604,102, comprising 805,208,204 ordinary shares of RM0.50 each, by way of: 

(i) issuance of 15,734,960 ordinary shares of RM0.50 each for cash pursuant to the Company’s ESOS at exercise price 

ranging from RM0.61 to RM2.73 per ordinary share. 

(ii) issuance of 1,785,525 ordinary shares of RM0.50 each pursuant to the conversion of 8,927,627 ICPS of RM0.10 which 

was satisfied by surrendering 5 ICPS for each new ordinary share. 

(iii) issuance of 22,374 ordinary shares of RM0.50 each pursuant to the conversion of Warrants 2008/2013 at an exercise 

price of RM2.50 per ordinary share for cash. 

(iv) issuance of 723,432 ordinary shares of RM0.50 each pursuant to the conversion of Warrants 2011/2016 at an exercise 

price of RM2.75 per ordinary share for cash. 

The new ordinary shares rank pari passu in all respects with the existing ordinary shares. 

Irredeemable Convertible Preference Shares ("ICPS") 

As mentioned in (ii) above, 8,927,627 ICPS of RM0.10 each were converted into 1,785,525 new ordinary shares of RM0.50 

each during the financial year. 

Employees' Share Option Scheme ("ESOS") 

Details of the ESOS and options granted and not exercised as at 31 December 2011 are set out in Note 29(b) to the financial 

statements. 

The Company has been granted exemption by the Companies Commission of Malaysia under Section 169(11) of the 

Companies Act, 1965 from having to disclose the names of option holders who held less than 304,000 options. 

Those employees of the Group whose share options entitlements are equal to or more than 304,000 share options in the 

Company pursuant to the ESOS are as follows: 

Number of share options over ordinary shares of RM0.50 

each pursuant to WCT Berhad's ESOS 

1 January 

31 December 

2011 Granted (Exercised) 2011 

Ng Eng Keat 671,666 - (118,666) 553,000 

Saw Aik Hock 446,000 - - 446,000 

Ling Nguok Kiew 386,332 86,000 (109,332) 363,000 

Elina Binti Abdul Aziz 236,000 108,000 - 344,000 

Beh Chye Meng 326,332 - - 326,332 

Choo Kam Foo 336,000 81,000 (113,000) 304,000 

65 


cont’d

66 




cont’d 

WARRANTS 2008/2013 

Pursuant to the issuance of the RM300 million nominal value of Islamic Serial Redeemable Bonds ("SUKUK"), 139,887,452 

detachable warrants rights were allotted and listed on the Main Board of Bursa Malaysia Securities Berhad on 28 April 2008. 

The salient features of the Warrants 2008/2013 are disclosed in Note 29(c) to the financial statements. 

The exercise price of Warrants 2008/2013 is adjusted from RM3.00 per ordinary share to RM2.50 per ordinary share in 

accordance with the provision of Deed Poll dated 12 March 2008 to ensure that the status of the holders of Warrants 

2008/2013 is not prejudiced as a result of the issuance of Warrants 2011/2016. 

During the financial year, 22,374 warrants were converted into 22,374 new ordinary shares of RM0.50 each at an exercise price 

of RM2.50 per ordinary share for cash. As at the year end of the financial year, 139,350,803 warrants remain unexercised. 

WARRANTS 2011/2016 

Pursuant to the issuance of the RM600 million nominal value of Serial Fixed Rate Bonds of up to 5 years, 157,935,129 

detachable warrants rights were allotted and listed on the Main Board of Bursa Malaysia Securities Berhad on 18 March 

2011. The salient features of the Warrants 2011/2016 are disclosed in Note 29(d) to the financial statements. 

During the financial year, 723,432 warrants were converted into 723,432 new ordinary shares of RM0.50 each at an exercise price 

of RM2.75 per ordinary share for cash. As at the year end of the financial year, 157,211,697 warrants remain unexercised. 

OTHER STATUTORY INFORMATION 

(a) Before the statements of financial position, income statements and the statements of comprehensive income of the 

Group and of the Company were made out, the Directors took reasonable steps: 

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of 

provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that 

adequate provision had been made for doubtful debts; and 

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in 

the ordinary course of business had been written down to an amount which they might be expected so to realise. 

(b) At the date of this report, the Directors are not aware of any circumstances which would render: 

(i) if necessary to write off any bad debts or the amount written off for bad debts or the amount of the provision for 

doubtful debts inadequate to any substantial extent; and 

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading. 

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render 

adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or 

inappropriate. 

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report 

or financial statements of the Group and of the Company which would render any amount stated in the financial 

statements misleading.

OTHER STATUTORY INFORMATION cont’d 

(e) As at the date of this report, there does not exist: 



(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year 

which secures the liabilities of any other person; or 

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year. 

(f) In the opinion of the Directors: 

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period 

of twelve months after the end of the financial year which will or may affect the ability of the Group or of the 

Company to meet their obligations as and when they fall due; and 

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the 

financial year and the date of this report which is likely to affect substantially the results of the operations of the 

Group or of the Company for the financial year in which this report is made. 

SIGNIFICANT EVENTS 

Details of significant events are disclosed in Note 49 to the financial statements. 

SUBSEQUENT EVENTS 

Details of subsequent events are disclosed in Note 50 to the financial statements. 

AUDITORS 

The auditors, Ernst & Young, have expressed their willingness to continue in office. 

Signed on behalf of the Board in accordance with a resolution of the Directors dated 12 April 2012. 

TAING KIM HWA GOH CHIN LIONG 

Managing Director Deputy Managing Director 

67 


cont’d

68 



STATEMENT BY DIRECTORS 

Pursuant to Section 169(15) of the Companies Act, 1965 

We, Taing Kim Hwa and Goh Chin Liong, being two of the Directors of WCT Berhad, do hereby state that, in the opinion of the 

Directors, the accompanying financial statements set out on pages 71 to 201 are drawn up in accordance with the provisions 

of the Companies Act, 1965 and Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial 

position of the Group and of the Company as at 31 December 2011 and of their financial performance and the cash flows of 

the Group and of the Company for the financial year then ended. 

The information set out in Note 53 to the financial statements have been prepared in accordance with the Guidance on 

Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to 

Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. 

Signed on behalf of the Board in accordance with a resolution of the Directors dated 12 April 2012. 

TAING KIM HWA GOH CHIN LIONG 

Managing Director Deputy Managing Director 

STATUTORY DECLARATION 

Pursuant to Section 169(16) of the Companies Act, 1965 

I, Chong Kian Fah, being the Officer primarily responsible for the financial management of WCT Berhad, do solemnly and 

sincerely declare that the accompanying financial statements set out on pages 71 to 201 are in my opinion correct, and I 

make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory 

Declarations Act, 1960. 

Subscribed and solemnly declared by 

the abovenamed Chong Kian Fah at 

Kuala Lumpur in the Federal Territory 

on 12 April 2012 CHONG KIAN FAH 

Before me, 

R.Vasugi Ammal, PJK (No: W480) 

Commissioner for Oath

REPORT ON THE FINANCIAL STATEMENTS 



INDEPENDENT AUDITORS' REPORT 

to the Members of WCT Berhad 

We have audited the financial statements of WCT Berhad, which comprise the statements of financial position as at 31 

December 2011 of the Group and of the Company, the income statements, statements of comprehensive income, statements 

of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary 

of significant accounting policies and other explanatory notes, as set out on pages 71 to 201. 

Directors’ responsibility for the financial statements 

The directors 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. This responsibility includes: 

designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial 

statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate 

accounting policies; and making accounting estimates that are reasonable in the circumstances. 

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 whether the financial statements are free 

from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial 

statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement 

of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control 

relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures 

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 

entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the 

reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial 

statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

Opinion 

In our opinion, the financial statements have been properly 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 at 31 December 2011 and of their financial performance and cash flows for the year then ended. 

Emphasis of matter 

Without qualifying our opinion, we draw attention to Note 3.1(d) and Note 51 to the financial statements which describe a 

contract dispute which is subject to arbitration proceedings. The probable outcome of the subject matter of arbitration cannot 

presently be determined and no provision for any liability that may result has been made in the financial statements. 

69

70 



INDEPENDENT AUDITORS' REPORT 

to the Members of WCT Berhad 

cont’d 

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 

In accordance with the requirements of the Companies Act, 1965 in Malaysia (the "Act"), 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 financial statements and the auditors’ reports of all the subsidiaries of which we have not 

acted as auditors, which are indicated in Note 7 to the financial statements, being financial statements that have been 

included in the consolidated financial statements. 

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial 

statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the 

consolidated financial statements and we have received satisfactory information and explanations required by us for 

those purposes. 

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to 

the consolidated financial statements and did not include any comment required to be made under Section 174(3) of 

the Act. 

OTHER MATTERS 

The supplementary information set out in Note 53 on pages 202 is disclosed to meet the requirement of Bursa Malaysia 

Securities Berhad. The directors are responsible for the preparation of the supplementary information in accordance with 

Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure 

Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants 

("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information 

is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities 

Berhad. 

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. 

ERNST & YOUNG LEE SENG HUAT 

AF: 0039 No. 2518/12/13 (J) 

Chartered Accountants Chartered Accountant 

Kuala Lumpur, Malaysia 

12 April 2012

Non-current assets 



STATEMENTS OF FINANCIAL POSITION 

as at 31 December 2011 

Group Company 

(Restated) 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Property, plant and equipment 4 270,250 292,163 23,623 21,092 

Land held for property development 5(a) 266,438 220,761 - - 

Investment properties 6 814,023 614,266 - - 

Investment in subsidiaries 7 - - 504,647 497,255 

Investment in associates 8 159,529 176,966 520 520 

Investment in jointly controlled entities 9 - - 134 134 

Other investments 10 9,750 9,804 - - 

Concession assets 11 129,732 - - - 

Trade receivables 13 374,640 389,324 47,886 39,467 

Other receivables 14 261,584 233,966 6,462 - 

Deferred tax assets 34 23,624 7,219 389 - 

2,309,570 1,944,469 583,661 558,468 

Current assets 

Property development costs 5(b) 289,564 228,783 - - 

Inventories 12 51,431 74,393 10,853 14,925 

Trade receivables 13 634,062 854,594 265,528 186,880 

Other receivables 14 468,676 272,147 72,468 6,540 

Due from related parties 15 1,012 4,223 988,736 744,133 

Tax recoverable 11,234 12,468 2,953 2,967 

Cash and cash equivalents 16 804,003 1,162,407 477,100 936,854 

2,259,982 2,609,015 1,817,638 1,892,299 

Current liabilities 

Trade payables 18 562,346 802,505 15,616 15,547 

Other payables 19 396,443 228,353 210,917 45,355 

Due to related parties 15 - - 164,951 312,538 

Borrowings 20 466,059 505,439 153,120 334,899 

Tax payable 6,718 1,136 - - 

1,431,566 1,537,433 544,604 708,339 

Net current assets 828,416 1,071,582 1,273,034 1,183,960 

3,137,986 3,016,051 1,856,695 1,742,428 

71

72 



STATEMENTS OF FINANCIAL POSITION 

as at 31 December 2011 

cont’d 

Financed by: 

Capital and reserves 

Group Company 

(Restated) 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Share capital 29 402,604 393,471 402,604 393,471 

Irredeemable Convertible Preference Shares 30 1,176 2,069 1,176 2,069 

Share premium 31 414,206 379,869 414,206 379,869 

Reserves 32 643,528 480,969 163,978 90,760 

1,461,514 1,256,378 981,964 866,169 

Non-controlling interest 33 282,586 275,150 - - 

Total equity 1,744,100 1,531,528 981,964 866,169 

Non-current liabilities 

Trade payables 18 89,732 105,176 3,834 - 

Other payables 19 336,109 226,541 84,971 - 

Due to related parties 15 - - 30,973 - 

Borrowings 20 917,740 1,127,422 754,953 875,894 

Deferred tax liabilities 34 50,305 25,384 - 365 

1,393,886 1,484,523 874,731 876,259 

3,137,986 3,016,051 1,856,695 1,742,428 

The accompanying notes form an integral part of the financial statements.



INCOME STATEMENTS 

for the financial year ended 31 December 2011 

The accompanying notes form an integral part of the financial statements. 

Group Company 

(Restated) 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Revenue 35 1,538,589 1,708,501 700,696 905,286 

Cost of sales 36 (1,241,613) (1,378,637) (621,905) (777,661) 

Gross profit 296,976 329,864 78,791 127,625 

Other operating income/(loss) 37 69,449 61,625 81,400 (5,349) 

Administration expenses (74,049) (69,342) (21,220) (21,106) 

Other expenses (34,927) (22,009) (595) (37,689) 

Operating profit 257,449 300,138 138,376 63,481 

Finance costs 38 (66,661) (50,360) (50,965) (33,854) 

Share of results of associates 16,750 16,993 - - 

Profit before taxation 39 207,538 266,771 87,411 29,627 

Taxation 40 (44,609) (47,949) (7,364) (11,996) 

Profit after taxation 162,929 218,822 80,047 17,631 

Attributable to: 

Equity holders of the Company 162,423 150,331 80,047 17,631 

Non-controlling interest 33 506 68,491 - - 

Earning per share attributable to equity holders of 

the Company (sen) 

- Basic 41 (i) 20.23 19.08 

- Fully diluted 41 (ii) 19.59 18.91 

162,929 218,822 80,047 17,631 

73

74 



STATEMENTS OF COMPREHENSIVE INCOME 


Group Company 

(Restated) 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Profit after taxation 162,929 218,822 80,047 17,631 

Other comprehensive income/(loss) :- 

Currency translation differences arising from consolidation 3,230 (86,845) - - 

Revaluation increase of freehold land and buildings 11,843 1,525 - 1,000 

Transfer from general reserve in respect of a foreign entity (1,178) - - - 

Other comprehensive income/(loss) for the year, 

net of tax 13,895 (85,320) - 1,000 

Total comprehensive income for the year 176,824 133,502 80,047 18,631 

Total comprehensive income for the year attributable to : 

Equity holders of the Company 169,388 91,364 80,047 18,631 

Non-controlling interest 7,436 42,138 - - 


176,824 133,502 80,047 18,631

Group 



CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 


Share 

capital 

(Note 29) 

Preference 

share 

(Note 30) 

Share 

premium 

(Note 31) 

Warrant 

reserve 

(Note 32) 

Attributable to equity holders of the Company 

Revaluation 

reserve 

(Note 32) 

Non-Distributable Distributable 

Other 

reserve 

(Note 32) 

Capital 

reserve 

(Note 32) 

Equity 

compensation Exchange 

reserve reserve 

(Note 32) (Note 32) 

General Retained 

reserve profits 

(Note 32) (Note 32) Total 

Non- 

controlling 

interest 

(Note 33) 

Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 

At 1 January 2010 

- as previously stated 388,856 3,718 369,256 34,689 6,440 535 2,846 8,117 (25,238) 2,616 462,129 1,253,964 233,012 1,486,976 

- effect of adopting, FRS 139 

- effect of adopting, IC 

- - - - - - - - - - (43,357) (43,357) - (43,357) 

Interpretation 12 

At 1 January 2010, as 

2.2 - - - - - - - - - - (8,177) (8,177) - (8,177) 

restated 388,856 3,718 369,256 34,689 6,440 535 2,846 8,117 (25,238) 2,616 410,595 1,202,430 233,012 1,435,442 

Profit for the financial year 

Other comprehensive 

- - - - - - - - - - 150,331 150,331 68,491 218,822 

income/(loss) 

Total comprehensive 

income/(loss) for the 

- - - - 1,525 - - - (60,492) - - (58,967) (26,353) (85,320) 

year - - - - 1,525 - - - (60,492) - 150,331 91,364 42,138 133,502 

Dividends 

Share options vested under 

42 - - - - - - - - - - (59,071) (59,071) - (59,071) 

ESOS 

Arising from share options 

39(b) - - - - - - - 10,959 - - - 10,959 - 10,959 

exercised 

Arising from conversion 

29 & 31 2,965 - 7,756 - - - - - - - - 10,721 - 10,721 

of ICPS 

Arising from conversion of 

30 1,649 (1,649) - - - - - - - - - - - - 

warrants 

Transfer within reserve for 

29 & 31 1 - 4 - - - - - - - - 5 - 5 

ESOS exercised 


31 - - 2,852 - - - - (2,852) - - - - - - 

warrants exercised 31 - - 1 (1) - - - - - - - - - - 

Transfer within reserve - - - - (30) (59) - - - - 59 (30) - (30) 

At 31 December 2010 393,471 2,069 379,869 34,688 7,935 476 2,846 16,224 (85,730) 2,616 501,914 1,256,378 275,150 1,531,528 

75 

Total 

equity

76 



CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 


cont’d 

Share 

capital 

(Note 29) 

Preference 

share 

(Note 30) 

Share 

premium 

(Note 31) 

Warrant 

reserve 

(Note 32) 

Attributable to equity holders of the Company 

Revaluation 

reserve 

(Note 32) 


Other 

reserve 

(Note 32) 

Capital 

reserve 

(Note 32) 

Equity 

compensation Exchange 

reserve reserve 

(Note 32) (Note 32) 

General Retained 

reserve profits 

(Note 32) (Note 32) Total 

Non- 

controlling 

interest 

(Note 33) 

Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 


- as previously stated 

- effect of adopting, IC 

393,471 2,069 379,869 34,688 7,935 476 2,846 16,224 (85,730) 2,616 500,914 1,255,378 275,150 1,530,528 

Interpretation 12 

At 1 January 2011, as 

2.2 - - - - - - - - - - 1,000 1,000 - 1,000 

restated 393,471 2,069 379,869 34,688 7,935 476 2,846 16,224 (85,730) 2,616 501,914 1,256,378 275,150 1,531,528 

Profit for the financial year 

Other comprehensive 

- - - - - - - - - - 162,423 162,423 506 162,929 

income/(loss) 

Total comprehensive 

income/(loss) for the 

- - - - 12,718 - - - (4,575) (1,178) - 6,965 6,930 13,895 

year - - - - 12,718 - - - (4,575) (1,178) 162,423 169,388 7,436 176,824 

Dividends 

Share options vested under 

42 - - - - - - - - - - (60,354) (60,354) - (60,354) 

ESOS 

Arising from share options 

39(b) - - - - - - - 10,090 - - - 10,090 - 10,090 

exercised 

Arising from conversion 

29 & 31 7,867 - 22,756 - - - - - - - - 30,623 - 30,623 

of ICPS 

Arising from conversion of 

30 893 (893) - - - - - - - - - - - - 

warrants 

Arising from issuance of 

29 & 31 373 - 1,673 - - - - - - - - 2,046 - 2,046 

warrants 


- - - 53,343 - - - - - - - 53,343 - 53,343 

ESOS exercised 


31 - - 9,659 - - - - (9,659) - - - - - - 

warrants exercised 31 - - 249 (249) - - - - - - - - - - 

At 31 December 2011 402,604 1,176 414,206 87,782 20,653 476 2,846 16,655 (90,305) 1,438 603,983 1,461,514 282,586 1,744,100 


Total 

equity

Company 



STATEMENTS OF CHANGES IN EQUITY 



Share Preference Share 

Equity 

Warrant Revaluation compensation 

capital share premium reserve reserve reserve 

Note (Note 29) (Note 30) (Note 31) (Note 32) (Note 32) (Note 32) 

Retained 

profits 

(Note 32) 

77 

Total 

equity 

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 


- as previously stated 388,856 3,718 369,256 34,689 1,446 8,117 82,235 888,317 

- effect of adopting, FRS 139 - - - - - - (3,208) (3,208) 

At 1 January 2010, as restated 388,856 3,718 369,256 34,689 1,446 8,117 79,027 885,109 

Profit for the financial year - - - - - - 17,631 17,631 

Other comprehensive income - - - - 1,000 - - 1,000 

Total comprehensive income for the year - - - - 1,000 - 17,631 18,631 

Dividends 42 - - - - - - (59,071) (59,071) 

Share options vested under ESOS 39(b) - - - - - 3,175 - 3,175 

Share options vested under ESOS included in investment in subsidiaries 7 - - - - - 7,784 - 7,784 

Arising from share options exercised 29 & 31 2,965 - 7,756 - - - - 10,721 

Arising from conversion of ICPS 30 1,649 (1,649) - - - - - - 

Arising from conversion of warrants 29 & 31 1 - 4 - - - - 5 

Transfer within reserve for ESOS exercised 31 - - 2,852 - - (2,852) - - 

Transfer within reserve for warrants exercised 31 - - 1 (1) - - - - 

Transfer of reserve - - - - (30) - (155) (185) 

At 31 December 2010 393,471 2,069 379,869 34,688 2,416 16,224 37,432 866,169 

At 1 January 2011 393,471 2,069 379,869 34,688 2,416 16,224 37,432 866,169 

Profit for the financial year - - - - - - 80,047 80,047 

Other comprehensive income - - - - - - - - 

Total comprehensive income for the year - - - - - - 80,047 80,047 

Dividends 42 - - - - - - (60,354) (60,354) 

Share options vested under ESOS 39(b) - - - - - 2,748 - 2,748 

Share options vested under ESOS included in investment in subsidiaries 7 - - - - - 7,342 - 7,342 

Arising from share options exercised 29 & 31 7,867 - 22,756 - - - - 30,623 

Arising from conversion of ICPS 30 893 (893) - - - - - - 

Arising from conversion of warrants 29 & 31 373 - 1,673 - - - - 2,046 

Arising from issuance of warrants - - - 53,343 - - - 53,343 

Transfer within reserve for ESOS exercised 31 - - 9,659 - - (9,659) - - 

Transfer within reserve for warrants exercised 31 - - 249 (249) - - - - 

At 31 December 2011 402,604 1,176 414,206 87,782 2,416 16,655 57,125 981,964 


78 



STATEMENTS OF CASH FLOWS 


Cash flows from operating activities 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Profit before taxation 207,538 266,771 87,411 29,627 

Adjustments for: 

Interest income (22,545) (10,356) (36,676) (24,497) 

Dividend income - - (33,405) (86,175) 

Interest expense 66,661 50,360 50,965 33,854 

Net unrealised foreign exchange (gains)/losses (29,035) 13,038 (28,614) 25,207 

Provision for building maintenance - 82 - - 

Provision for doubtful debts 

- third parties 4,844 228 - - 

Property, plant and equipment 

- depreciation 9,104 16,329 1,149 1,466 

- gain on disposal (811) (110) (174) (430) 

- written off - 31 - - 

Bad debts written off 114 - - 50 

Write back of provision for doubtful debts (7,551) (184) (6,735) - 

Gain on disposal of investment properties (495) (300) - - 

Write down in value of properties stock - 903 - 903 

Share options granted under ESOS 10,090 10,959 2,748 3,175 

Share of results in associates (16,750) (16,993) - - 

Provision of foreseeable losses for 

- contract work in progress 795 21,147 - - 

Impairment loss on 

- other investment 54 - - - 

Finance (income)/expense from loan and receivables (9,310) (11,317) 1,796 1,275 

Revaluation deficit on property, plant and equipment - 200 - - 

Revaluation adjustment - 155 - - 

Fair value gain on investment properties (14,260) (46,793) - - 

Operating profit/(loss) before working capital changes 198,443 294,150 38,465 (15,545) 

Development expenditure (103,544) (33,935) - - 

Related parties 3,211 1,029 (361,217) 178,161 

Inventories 22,962 38,413 4,072 448 

Receivables 81,148 357,675 (123,188) (137,217) 

Payables 22,238 (610,950) 254,619 15,594 

Cash flows generated from/(used in) operations 224,458 46,382 (187,249) 41,441 

Interest paid (50,720) (41,794) (32,110) (25,288) 

Interest received 22,545 10,356 36,676 24,497 

Taxation paid (32,768) (13,827) (8,104) (9,514) 

Net cash generated from/(used in) operating activities 163,515 1,117 (190,787) 31,136

Cash flows from investing activities 



Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Dividend received - - 33,405 86,175 

Purchase of property, plant and equipment (15,523) (37,975) (7,294) (8,929) 

Purchase of investment properties (186,409) (67,150) - - 

Concession assets (129,732) - - - 

Investments in 

- subsidiary companies - - (50) - 

Refund of share application monies from associates 20,882 - - - 

Withdrawal/(placement) in 

- FSRA account 21 (615) 21 (615) 

- redemption account 119 407 - - 

Proceeds from disposal of 

- property, plant and equipment 23,612 34,524 2,071 706 

- investment properties 1,407 15,600 - - 

Net cash (used in)/generated from investing activities (285,623) (55,209) 28,153 77,337 

Cash flows from financing activities 



cont’d 

Dividends paid (60,354) (59,071) (60,354) (59,071) 

Proceeds from term loans 128,888 79,855 - - 

Proceeds from Islamic MTN - 100,000 - 100,000 

Proceeds from Bonds - 547,704 - 547,704 

Proceeds from share options exercised 30,623 10,721 30,623 10,721 

Proceeds from conversion of warrants 2,046 5 2,046 5 

Proceeds from issuance of warrants 53,698 - 53,698 - 

Payments to hire purchase payables (14,491) (15,779) (317) (373) 

Proceeds from/(repayment of) bankers acceptance and 

revolving credits 6,159 254 5,139 (1,217) 

Repayment of term loans (69,073) (69,560) - - 

Repayment of Islamic MTN (200,000) - (200,000) - 

Repayment of BAIDS (30,000) (30,000) (30,000) (30,000) 

Repayment of SUKUK (100,000) - (100,000) - 

Incidental costs of issuance of warrants (355) - (355) - 

Incidental costs of issuance of Bonds - (1,849) - (1,849) 

Net cash (used in)/generated from financing activities (252,859) 562,280 (299,520) 565,920 

79

80 





cont’d 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Net (decrease)/increase in cash and cash equivalents (374,967) 508,188 (462,154) 674,393 

Exchange differences 13,953 (55,472) (549) 905 

Cash and cash equivalents at beginning of the financial 

year 1,149,694 696,978 932,916 257,618 

Cash and cash equivalents at end of the financial year 788,680 1,149,694 470,213 932,916 

For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at the statements of 

financial position date: 

Group Company 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Deposits with licensed discount houses 16 3,001 2,918 3,001 2,918 

Deposits with licensed banks 16 515,428 932,664 440,046 889,902 

Cash held under Housing Development Accounts 17 129,357 62,127 - - 

Cash and bank balances 17 151,530 159,871 30,136 40,096 

Bank overdrafts 22 (10,636) (7,886) (2,970) - 

788,680 1,149,694 470,213 932,916 

The cash held under Housing Development Accounts are amounts held pursuant to section 7A of the Housing Development 

(Control and Licensing) Act, 1966 and are therefore restricted from use in other operations. 

Deposits with licensed bank of the Group and of the Company amounting to RM22,729,130 (2010: RM18,887,678) and 

RM14,090,283 (2010: RM13,778,290) respectively are pledged to banks to secure banking facilities. 


1. CORPORATION INFORMATION 



NOTES TO THE FINANCIAL STATEMENTS 


WCT Berhad (the "Company") is a public limited company, incorporated and domiciled in Malaysia, and listed on the 

Main Market of the Bursa Malaysia Securities Berhad ("Bursa Securities"). The registered office of the Company is 

located at No. 12, Jalan Majistret U1/26, Seksyen U1, Lot 44, Hicom-Glenmarie Industrial Park, 40150 Shah Alam, 

Selangor Darul Ehsan. 

The principal activities of the Company are that of civil engineering works specialising in earthworks, construction of 

highway, building and related infrastructure works, investment and property holding and provision of management 

services to its subsidiaries. The principal activities of the subsidiaries, associates and jointly controlled entities are 

disclosed in Notes 7, 8 and 9 to the financial statements respectively. 

There have been no significant changes in the nature of these activities during the financial year. 

The financial statements were authorised for issue in accordance with a resolution of the Directors on 12 April 2012. 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

2.1 Basis of preparation 

The financial statements of the Group and of the Company have been prepared in accordance with Financial 

Reporting Standards and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the 

Group and the Company adopted new and revised FRS which are mandatory for financial periods beginning on or 

after 1 January 2011 as described fully in Note 2.2. 

The financial statements have been prepared on the historical cost basis except as disclosed in the accounting 

policies below. 

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest 

thousand (RM’000) except when otherwise indicated. 

2.2 Changes in accounting policies 

The accounting policies adopted are consistent with those of the previous financial year except as follows: 

On 1 January 2011, the Group and the Company adopted the following new and amended FRS and IC 

Interpretations mandatory for annual financial periods beginning on or after 1 January 2011. 

• FRS 1: First-time Adoption of Financial Reporting Standards 

• FRS 3: Business Combinations (revised) 

• Amendments to FRS 1: Additional Exemption for First-time Adoption 

• Amendments to FRS 1: Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters 

• Amendments to FRS 2: Share-based Payment 

• Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions 

• Amendments to FRS 5: Non-current Assets Held for Sale and Discontinued Operations 

• Amendments to FRS 127: Consolidated and Separate Financial Statements 

• Amendments to FRS 132: Classification of Rights Issues 

81

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cont’d 

2.2 Changes in accounting policies cont’d 

• Amendments to FRS 138: Intangible Assets 

• Amendments to FRS 7: Improving Disclosures about Financial Instruments 

• Amendments to IC Interpretation 9: Reassessment of Embedded Derivatives 

• IC Interpretation 4: Determining whether an Arrangement contains a Lease 

• IC Interpretation 12: Service Concession Arrangements 

• IC Interpretation 16: Hedges of a Net Investment in a Foreign Operation 

• IC Interpretation 17: Distributions of Non-cash Assets to Owners 

• IC Interpretation 18: Transfers of Assets from Customers 

• Improvements to FRSs issued in 2010 

• TR i-4: Syariah Compliant Sale Contracts 

Adoption of the above standards and interpretations did not have any effect on the financial performance or 

position of the Group and the Company except for those discussed below: 

Revised FRS 3: Business Combination 

The revised standards are effective for annual periods beginning on or after 1 July 2010. The revised FRS 3 

introduces a number of changes in accounting for business combinations occurring after 1 July 2010. These 

changes impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, 

and future reported results. 

The revised FRS 3 continues to apply the acquisition method to business combinations but with some significant 

changes. All payments to purchase a business are recorded at fair value at the acquisition date, with contingent 

payments classified as debt subsequently remeasured through the statements of comprehensive income. There 

is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either 

at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisitionrelated 

costs are expensed. 

The revised FRS 3 requires goodwill to be determined only at the acquisition date of controlling interest rather 

than at the previous stages. The determination of goodwill includes the previously held equity interest to be 

adjusted to fair value, with any gain or loss recorded in the income statements. 

The adoption of the revised FRS 3 does not have any impact on the Group’s consolidated financial statements. 

FRS 127 : Consolidated and Separate Financial Statements 

This Standard supersedes the existing FRS 127 and replaces the current term 'minority interest' with a new 

term 'non-controlling interest' which is defined as the equity in a subsidiary that is not indirectly, to a parent. 

Accordingly, total comprehensive income shall be attributed to the owners of the parent attributable, directly and 

or to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. 

Changes in the Group's ownership interest in a subsidiary that do not result in a loss of control are accounted 

for as equity transactions. If the Group losses control of a subsidiary, any gains or losses are recognised in profit 

or loss and any investment retained in the former subsidiary shall be measured at its fair value at the date when 

control is lost.



FRS 127 : Consolidated and Separate Financial Statements cont’d 



The Group rephrased its minority interests as non-controlling interests and remeasured the non-controlling 

interests prospectively in accordance with the transitional provisions of the revised FRS 127. 

The adoption of the revised FRS 127 does not have any impact on the Group’s consolidated financial 

statements. 

Amendments to FRS 7: Improving Disclosures about Financial Instruments 

The amended standard requires enhanced disclosure about fair value measurement and liquidity risk. Fair value 

measurements related to items recorded at fair value are to be disclosed by source of inputs using a three level 

fair value hierarchy (Level 1, Level 2 and Level 3), by class, for all financial instruments recognised at fair value. 

A reconciliation between the beginning and ending balance for Level 3 fair value measurements is required. Any 

significant transfers between levels of the fair value hierarchy and the reasons for those transfers need to be 

disclosed. The amendments also clarify the requirements for liquidity risk disclosures with respect to derivative 

transactions and assets used for liquidity management. The liquidity risk disclosures are not significantly impacted 

by the amendments and are presented in Note 47(d). 

IC Interpretation 12: Service Concession Arrangements 

The new IC Interpretation 12 applies to service concession operators and explains how to account for the 

obligations undertaken and rights received in service concession arrangements. Consideration given by the 

grantor to the operator may be rights to a financial asset or an intangible asset. The operator shall recognise a 

financial asset model to the extent that it has unconditional right to receive cash or another financial asset from 

or at the discretion of the grantor for the construction services. The operator shall recognise an intangible asset 

to the extent that it receives a right (a licence) to charge users of the public service. 

For financial asset model, the amount due from grantor is accounted as receivable under FRS 139, and requires 

interest calculated using the effective interest method to be recognised in profit or loss. Intangible asset with a 

finite useful life shall be amortised on a systematic basis over its useful life. 

Where the operator has contractual obligations to maintain and restore infrastructure that it must fulfill as a 

condition of its licence, these obligations are recognised and measured at the best estimate of the expenditure 

that would be required to settle the present obligation at the end of the reporting period. 

Pursuant to IC Interpretation 12, the Group has applied the Interpretation retrospectively. 

83 



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cont’d 



IC Interpretation 12: Service Concession Arrangements cont’d 

The following are effects arising from the above changes in accounting policies: 

Consolidated statements of financial position 

Group 

Increase/ 

(decrease) 

2011 

RM'000 

Investment in associates 419 

Retained profits 419 

Consolidated statements of comprehensive income 

Share of results of associates (581) 

Profit before tax (581) 

Profit for the year (581) 

The following comparatives have been restated: 

Consolidated statements of financial position 

As 

previously 

stated Adjustments 

As 

restated 

RM'000 RM'000 RM'000 


Investment in associates 175,966 1,000 176,966 

Retained profits 500,914 1,000 501,914 

1 January 2010 

Investment in associates 181,113 (8,177) 172,936 

Retained profits 418,772 (8,177) 410,595 

Consolidated statements of comprehensive income 

Share of results of associates 7,816 9,177 16,993 

Profit before tax 257,594 9,177 266,771 

Profit for the year 209,645 9,177 218,822 

Profit attributable to equity holders of the Company 141,154 9,177 150,331


2.3 Standards issued but not yet effective 



The Group has not adopted the following standards and interpretations that have been issued but not yet 

effective: 

Description 

Effective for annual periods 

beginning on or after 

• IC Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments 1 July 2011 

• Amendments to IC Interpretation 14: Prepayment of a Minimum Funding 

Requirement 

1 July 2011 

• FRS 124: Related Party Disclosures (Revised) 1 January 2012 

• Amendments to FRS 1: Severe Hyperinflation and Removal of Fixed Dates for 

First-time Adopters 


• Amendments to FRS 7: Disclosure - Transfers of Financial Assets 1 January 2012 

• Amendments to FRS 112: Deferred Tax Recovery of Underlying Assets 1 January 2012 

• Amendments to FRS 101: Presentation of Items of Other Comprehensive 

Income 


• FRS 9: Financial Instruments (IFRS 9 issued by IASB in Nov 2009) 1 January 2013 

• FRS 9: Financial Instruments (IFRS 9 issued by IASB in Oct 2010) 1 January 2013 

• FRS 10: Consolidate Financial Statements 1 January 2013 

• FRS 11: Joint Arrangements 1 January 2013 

• FRS 12: Disclosure of Interest in Other Entities 1 January 2013 

• FRS 13: Fair Value Measurement 1 January 2013 

• FRS 119: Employee Benefits (Revised) 1 January 2013 

• FRS 127: Separate Financial Statements (Revised) 1 January 2013 

• FRS 128: Investment in Associates and Joint Ventures (Revised) 1 January 2013 

• IC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine 1 January 2013 

• Amendments to FRS 7: Disclosures - Offsetting Financial Assets and Financial 

Liabilities 


• Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014 

• FRS 9: Financial Instruments 1 January 2015 

85 



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cont’d 


2.3 Standards issued but not yet effective cont’d 

The Directors expect that the adoption of the standards and interpretations above will have no material impact 

on the financial statements in the period of initial application, except as disclosed below: 

Amendments to FRS 7: Transfers of Financial Assets 

The amendments require additional disclosure about financial assets that have been transferred but not 

derecognised to enable the user of the Group’s financial statements to understand the relationship with those 

assets that have not been derecognised and their associated liabilities. In addition, the amendments requires 

disclosures about continuing involvement in derecognised assets to enable the user to evaluate the nature of, 

and risks associated with, the entity’s continuing involvement in those derecognised assets. The amendment 

affects disclosure only and has no impact on the Group’s financial position or performance. 

Amendments to FRS 112: Deferred Tax: Recovery of Underlying Assets 

The amendments clarified the determination of deferred tax on investment property measured at fair value. The 

amendment introduces a rebuttable presumption that deferred tax on investment property measured using the 

fair value model in FRS 140 should be determined on the basis that its carrying amount will be recovered through 

sale. Furthermore, it introduces the requirement that deferred tax on non-depreciable assets that are measured 

using the revaluation model in FRS 116 to be always measured on a sale basis of that asset. 

FRS 9: Financial Instruments 

FRS 9 reflects the first phase of work on the replacement of FRS 139 and applies to classification and measurement 

of financial assets and financial liabilities as defined in FRS 139. The adoption of this first phase of FRS 9 will have 

an effect on the classification and measurement of the Group’s financial assets but will potentially have no impact 

on classification and measurements of financial liabilities. The Group is in the process of making an assessment 

of the impact of adoption of FRS 9. 

FRS 10: Consolidated financial statements 

FRS 10 replaces the portion of FRS 127 Consolidated and Separate Financial Statements that addresses the 

accounting for consolidated financial statements. FRS 10 establishes a single control model that applies to all 

entities including special purpose entities. The changes introduced by FRS 10 will require management to exercise 

significant judgement to determine which entities are controlled, and therefore, are required to be consolidated 

by a parent, compared with the requirements that were in FRS 127. 

FRS 11: Joint Arrangements 

FRS 11 replaces FRS 131 Interests in Joint Ventures and IC Interpretation 113 Jointly-controlled Entities – Nonmonetary 

Contributions by Venturers. 

FRS 11 removes the option to account for jointly controlled entities (“JCE”) using proportionate consolidation. 

Instead, JCE that meet the definition of a joint venture must be accounted for using the equity method. 

The application of this new standard will impact the financial position of the Group. This is due to the cessation 

of proportionate consolidation of Segi Astana Sdn. Bhd.. This investment will be equity accounted for.



FRS 12: Disclosure of Interests in Other Entities 



FRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and 

structured entities. A number of new disclosures are required. This standard affects disclosures only and has no 

impact on the Group’s financial position or performance. 

FRS 13: Fair Value Measurement 

FRS 13 establishes a single source of guidance under FRS for all fair value measurements. FRS 13 does not change 

when an entity is required to use fair value, but rather provides guidance on how to measure fair value under FRS 

when fair value is required or permitted. The Group is currently assessing the impact of adoption of FRS 13. 

FRS 127: Separate Financial Statements 

As a consequence of the new FRS 10 and FRS 12, FRS 127 is limited to accounting for subsidiaries, jointly controlled 

entities and associates in separate financial statements. 

FRS 128: Investments in Associates and Joint Ventures 

As a consequence of the new FRS 11 and FRS 12, FRS 128 is renamed as FRS 128 Investments in Associates and 

Joint Ventures. This new standard describes the application of the equity method to investments in joint ventures 

in addition to associates. 

Amendments to FRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities 

The amendments require additional information to be disclosed to enable users of financial statements to evaluate 

the effect or potential effect of netting arrangements, including rights of set-off associated with the entity's 

recognised financial assets and recognised financial liabilities, on the entity's financial position. The amendment 

affects disclosure only and has no impact on the Group's financial position or performance. 

Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities 

The amendments to FRS 132 clarified that a legally enforceable right to set-off is a right of set-off that must not 

be contingent on a future event; and must be legally enforceable in the normal course of business, the event of 

default and the event of insolvency or bankruptcy of the entity and all of the counterparties. The amendments 

further clarified that an entity will meet the net settlement criterion as provided in FRS 132 if the entity can settle 

amounts in a manner that the outcome is, in effect, equivalent to net settlement. 

87 



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cont’d 



Malaysian Financial Reporting Standards (MFRS Framework) 

On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved 

accounting framework, the Malaysian Financial Reporting Standards (MFRS Framework). The MFRS Framework 

comprises Standards as issued by the International Accounting Standards Board (IASB) that are effective on 

1 January 2012. It also comprises new/revised Standards that will be effective after 1 January 2012. All other 

Standards under the FRS framework where no new/revised Standards that will be effective after 1 January 2012 

will transition to MFRS framework with no further amendments. 

The MFRS Framework is to be applied to all entities other than private entities with the exception of entities 

that are within the scope of MFRS 141 Agriculture and IC Interpretation 15 Agreements for Construction of Real 

Estates. IC Interpretation 15 which was suppose to be effective for periods beginning on or after 1 January 2012 

was withdrawn. 

Transitioning Entities will be allowed to defer adoption of the new MFRS Framework for an additional one year. 

Consequently, adoption of the MFRS Framework by Transitioning Entities will be mandatory for annual periods 

beginning on or after 1 January 2013. 

The Group falls within the scope definition of Transitioning Entities and have opted to defer adoption of the 

new MFRS Framework. Accordingly, the Group will be required to prepare financial statements using the MFRS 

Framework in its first MFRS financial statements for the year ending 31 December 2013. In presenting its first 

MFRS financial statements, the Group will be required to restate the comparative financial statements to amounts 

reflecting the application of MFRS Framework. The majority of the adjustments required on transition will be 

made, retrospectively, against opening retained profits. 

The Group considers that it is achieving its scheduled milestones and expects to be in a position to fully comply 

with the requirements of the MFRS Framework for the financial year ending 31 December 2013. 

2.4 Basis of consolidation 

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as 

at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated 

financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are 

applied to like transactions and events in similar circumstances. 

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group 

transactions are eliminated in full. 

Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and 

liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values 

at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a 

revaluation and recognised in other comprehensive income. The cost of a business combination is measured as 

the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and 

equity instruments issued, plus any costs directly attributable to the business combination.


2.4 Basis of consolidation cont’d 



Any excess of the cost of business combination over the Group’s share in the net fair value of the acquired 

subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statements of 

financial position. Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifiable 

assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in profit 

or loss on the date of acquisition. 

When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are 

reassessed on acquisition unless the business combination results in a change in the terms of the contract that 

significantly modifies the cash flows that would otherwise be required under the contract. 

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, 

and continue to be consolidated until the date that such control ceases. 

2.5 Transactions with non-controlling interest 

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of 

the Company, and is presented separately in the consolidated statements of comprehensive income and within 

equity in the consolidated statements of financial position, separately from equity attributable to owners of the 

Company. 

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are 

accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and noncontrolling 

interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference 

between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid 

or received is recognised directly in equity and attributed to owners of the parent. 

2.6 Foreign currency 

(a) Functional and presentation currency 

The individual financial statements of each entity in the Group are measured using the currency of the primary 

economic environment in which the entity operates (“the functional currency”). The consolidated financial 

statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency. 

(b) Foreign currency transactions 

Transactions in foreign currencies are measured in the respective functional currencies of the Company 

and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates 

approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in 

foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items 

denominated in foreign currencies that are measured at historical cost are translated using the exchange rates 

as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured 

at fair value are translated using the exchange rates at the date when the fair value was determined. 

89 



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cont’d 


2.6 Foreign currency cont’d 

(b) Foreign currency transactions cont’d 

Exchange differences arising on the settlement of monetary items or on translating monetary items at the 

reporting date are recognised in profit or loss except for exchange differences arising on monetary items 

that form part of the Group’s net investment in foreign operations, which are recognised initially in other 

comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign 

currency translation reserve is reclassified from equity to profit or loss of the Group on disposal of the 

foreign operation. 

Exchange differences arising on the translation of non-monetary items carried at fair value are included in 

profit or loss for the period except for the differences arising on the translation of non-monetary items in 

respect of which gains and losses are recognised directly in equity. Exchange differences arising from such 

non-monetary items are also recognised directly in equity. 

(c) Foreign operations 

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the 

reporting date and income and expenses are translated at exchange rates at the dates of the transactions. 

The exchange differences arising on the translation are taken directly to other comprehensive income. 

On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income 

and accumulated in equity under foreign currency translation reserve relating to that particular foreign 

operation is recognised in the profit or loss. 

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets 

and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations 

and translated at the closing rate at the reporting date. 

2.7 Property, plant and equipment 

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and 

equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the 

item will flow to the Group and the cost of the item can be measured reliably. 

Subsequent to recognition, plant and equipment and furniture and fixtures are measured at cost less accumulated 

depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are 

required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful 

lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the 

carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other 

repair and maintenance costs are recognised in profit or loss as incurred. Freehold buildings are measured at 

fair value less accumulated depreciation on buildings and impairment losses recognised after the date of the 

revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does not 

differ materially from the fair value of the freehold land and buildings at the reporting date.


2.7 Property, plant and equipment cont’d 



Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the asset 

revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously 

recognised in profit or loss, in which case the increase is recognised in profit or loss. A revaluation deficit is 

recognised in profit or loss, except to the extent that it offsets an existing surplus on the same asset carried in the 

asset revaluation reserve. 

Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the 

asset and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in 

the asset revaluation reserve in respect of an asset is transferred directly to retained earnings on retirement or 

disposal of the asset. 

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is computed on a 

straight-line basis over the estimated useful lives of the assets as follows: 

- Buildings : 50 years - Furniture and fittings : 5 to 10 years 

- Plant and machinery : 2 to 11 years - Marine plant, tug and barges : 5 years 

- Motor vehicles : 3 to 7 years - Renovations : 6 to 7 years 

- Office equipment : 2 to 10 years 

Assets under construction included in plant and equipment are not depreciated as these assets are not yet 

available for use. 

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in 

circumstances indicate that the carrying value may not be recoverable. 

The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted 

prospectively, if appropriate. 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits 

are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or 

loss in the year the asset is derecognised. 

2.8 Investment properties 

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, 

investment properties are measured at fair value which reflects market conditions at the reporting date. Fair 

value is arrived at by reference to market evidence of transaction prices for similar properties and is performed by 

registered independent valuer having an appropriate recognised professional qualification and recent experience 

in the location and category of the properties being valued. Gains or losses arising from changes in the fair values 

of investment properties are included in profit or loss in the year in which they arise. 

A property interest under an operating lease is classified and accounted for as an investment property on a 

property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such 

property interest under an operating lease classified as an investment property is carried at fair value. 

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2.8 Investment properties cont’d 

Investment properties are derecognised when either they have been disposed of or when the investment property 

is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss 

on the retirement or disposal of an investment property is recognised in profit or loss in the year of retirement or 

disposal. 

Transfers are made to or from investment property only when there is a change in use. For a transfer from 

investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at 

the date of change in use. For a transfer from owner-occupied property to investment property, the property is 

accounted for in accordance with the accounting policy for property, plant and equipment set out in Note 2.7 up 

to the date of change in use. 

Investment property under construction ("IPUC") is measured at fair value (when the fair value is reliably 

determinable). When assessing whether the fair value of IPUC can be determined reliably the Company considers, 

among other things: 

1. Construction of the asset in a developed liquid market. 

2. Signing of a construction contract with the contractor. 

3. Obtaining the required building and letting permits. 

4. The percentage of rentable area that has been pre-leased to tenants. 

IPUC for which fair value cannot be determined reliably is measured at cost less impairment. 

The fair value of IPUC were determined at the end of the reporting period based on the opinion of a qualified 

independent valuer and valuations were performed using either the residual method approach or disclosed cash 

flow approach, as deemed appropriate by the valuer. Each IPUC is individually assessed. 

The estimated value of future assets is based on the expected future income from the project, using risk adjusted 

yields that are higher than the current yields of similar completed property. The remaining expected costs of 

completion plus margin are deducted from the estimated future assets value. 

2.9 Impairment of non-financial assets 

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any 

such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an 

estimate of the asset’s recoverable amount. 

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For 

the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately 

identifiable cash flows (cash-generating units (“CGU”)).


2.9 Impairment of non-financial assets cont’d 



In assessing value in use, the estimated future cash flows expected to be generated by the asset 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. Where the carrying amount of an asset exceeds its recoverable amount, 

the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups 

of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units 

and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis. 

Impairment losses are recognised in profit or loss except for assets that are previously revalued where the 

revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other 

comprehensive income up to the amount of any previous revaluation. 

An assessment is made at each reporting date as to whether there is any indication that previously recognised 

impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is 

reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount 

since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to 

its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net 

of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss 

unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. 

Impairment loss on goodwill is not reversed in a subsequent period. 

2.10 Subsidiaries 

A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as 

to obtain benefits from its activities. 

In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less 

impairment losses. 

2.11 Associates 

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An 

associate is equity accounted for from the date the Group obtains significant influence until the date the Group 

ceases to have significant influence over the associate. 

The Group’s investments in associates are accounted for using the equity method. Under the equity method, the 

investment in associates is measured in the statements of financial position at cost plus post-acquisition changes 

in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying 

amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable 

assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount 

of the investment and is instead included as income in the determination of the Group’s share of the associate’s 

profit or loss for the period in which the investment is acquired. 

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does 

not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. 

93 



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cont’d 


2.11 Associates cont’d 

After application of the equity method, the Group determines whether it is necessary to recognise an additional 

impairment loss on the Group’s investment in its associates. The Group determines at each reporting date 

whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the 

Group calculates the amount of impairment as the difference between the recoverable amount of the associate 

and its carrying value and recognises the amount in profit or loss. 

The financial statements of the associates are prepared as of the same reporting date as the Company. Where 

necessary, adjustments are made to bring the accounting policies in line with those of the Group. 

In the Company’s separate financial statements, investments in associates are stated at cost less impairment 

losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts 

is included in profit or loss. 

2.12 Jointly controlled entities 

Jointly controlled entities are contractual arrangements whereby two or more parties undertake an economic 

activity that is subject to joint control, where the strategic financial and operating decisions relating to the activity 

require the unanimous consent of the parties sharing control. The Group recognises its interest in jointly controlled 

entities using proportionate consolidation. The Group combines its share of each of the assets, liabilities, income 

and expenses of the jointly controlled entities with the similar items, line by line, in its consolidated financial 

statements. The jointly controlled entities are proportionately consolidated from the date the Group obtains joint 

control until the date the Group ceases to have joint control over the jointly controlled entities. 

Adjustments are made in the Group's consolidated financial statements to eliminate the Group's share of intragroup 

balances, income and expenses and unrealised gains and losses on transactions between the Group and its 

jointly controlled entities. 

The financial statements of the jointly controlled entities are prepared as of the same reporting date as the Company. 

Where necessary, adjustments are made to bring the accounting policies into line with those of the Group. 

In the Company’s separate financial statements, its investment in jointly controlled entities are stated at cost 

less impairment losses. On disposal of such investment, the difference between net disposal proceeds and the 

carrying amount is included in profit or loss. 

2.13 Other non-current investments 

Non-current investments other than investments in subsidiaries, associates and jointly controlled entities are 

stated at cost less impairment losses. On disposal of a non-current investment, the difference between net 

disposal proceeds and its carrying amount is recognised in profit or loss.


2.14 Intangible assets 



Intangible assets represent cost incurred by the Group to obtain the Concession, which includes the construction 

of the Integrated Complex and cost paid to obtain the right to use the land for the Concession. 

Upon the completion of Integrated Complex, the total cost capitalised will be amortised over the remaining 

period of the Concession and assessed for impairment whenever there is an indication that the intangible assets 

may be impaired. The amortisation expense on the intangible assets is recognised in the profit and loss. 

2.15 Service concession arrangements 

The Group recognises revenue from the construction and upgrading of the infrastructure in accordance with 

its accounting policy for construction contracts set out in Note 2.19. Where the Group performs more than one 

service under the arrangement, consideration received or receivable is allocated to the components by reference 

to the relative fair values of the services delivered, when the amounts are separately identifiable. 

The Group recognises the consideration received or receivable as a financial asset to the extent that it has an 

unconditional right to receive cash or another financial asset for the construction services. Financial assets are 

accounted for in accordance with the accounting policy set out in Note 2.16. 

The Group recognises the consideration receivable as an intangible asset to the extent that it receives a right to 

charge users of the public service. Intangible assets are accounted for in accordance with the accounting policy 

set out in Note 2.14. 

Subsequent costs and expenditures related to infrastructure and equipment arising from the Group’s commitments 

to the concession contracts or that increase future revenue are recognised as additions to the intangible asset and 

are stated at cost. Capital expenditures necessary to support the Group’s operation as a whole are recognised as 

property and equipment, and accounted for in accordance with the policy stated under property and equipment 

in Note 2.7. When the Group has contractual obligations that it must fulfill as a condition of its license to: a) 

maintain the infrastructure to a specified standard or, b) to restore the infrastructure when the infrastructure has 

deteriorated below a specified condition, it recognises and measures these contractual obligations in accordance 

with the accounting policy for provisions in Note 2.22. Repairs and maintenance and other expenses that are 

routine in nature are expensed and recognised in the profit or loss as incurred. 

2.16 Financial assets 

Financial assets are recognised in the statements of financial position when, and only when, the Group and the 

Company become a party to the contractual provisions of the financial instrument. 

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets 

not at fair value through profit or loss, directly attributable transaction costs. 

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cont’d 


2.16 Financial assets cont’d 

The Group and the Company determine the classification of their financial assets at initial recognition, and the 

categories include financial assets at fair value through profit or loss, loans and receivables, held-to-maturity 

investments and available-for-sale financial assets. 

(a) Financial assets at fair value through profit or loss 

Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading 

or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including 

separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the 

near term. 

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair 

value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net 

losses on financial assets at fair value through profit or loss do not include exchange differences, interest 

and dividend incomes. Exchange differences, interest and dividend incomes on financial assets at fair value 

through profit or loss are recognised separately in profit or loss as part of other losses or other income. 

Financial assets at fair value through profit or loss could be presented as current or non-current. Financial 

assets that is held primarily for trading purposes are presented as current whereas financial assets that is 

not held primarily for trading purposes are presented as current or non-current based on the settlement 

date. 

(b) Loans and receivables 

Financial assets with fixed or determinable payments that are not quoted in an active market are classified 

as loans and receivables. 

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective 

interest method. Gains and losses are recognised in profit or loss when the loans and receivables are 

derecognised or impaired, and through the amortisation process. 

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 

months after the reporting date which are classified as non-current. 

(c) Held-to-maturity investments 

Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity 

investments when the Group has the positive intention and ability to hold the investment to maturity. 

Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using 

the effective interest method. Gains and losses are recognised in profit or loss when the held-to-maturity 

investments are derecognised or impaired, and through the amortisation process. 

Held-to-maturity investments are classified as non-current assets, except for those having maturity within 

12 months after the reporting date which are classified as current.


2.16 Financial assets cont’d 

(d) Available-for-sale financial assets 



Available-for-sale are financial assets that are designated as available for sale or are not classified in any of 

the three preceding categories. 

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses 

from changes in fair value of the financial asset are recognised in other comprehensive income, except that 

impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated 

using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously 

recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification 

adjustment when the financial asset is derecognised. Interest income calculated using the effective interest 

method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised 

in profit or loss when the Group's and the Company's right to receive payment is established. 

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less 

impairment loss. 

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised 

within 12 months after the reporting date. 

A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On 

derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the 

consideration received and any cumulative gain or loss that had been recognised in other comprehensive income 

is recognised in profit or loss. 

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the 

period generally established by regulation or convention in the marketplace concerned. All regular way purchases 

and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and 

the Company commit to purchase or sell the asset. 

2.17 Impairment of financial assets 

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial 

asset is impaired. 

(a) Trade and other receivables and other financial assets carried at amortised cost 

To determine whether there is objective evidence that an impairment loss on financial assets has been 

incurred, the Group and the Company consider factors such as the probability of insolvency or significant 

financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial 

assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently 

assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of 

impairment for a portfolio of receivables could include the Group’s and the Company's past experience 

of collecting payments, an increase in the number of delayed payments in the portfolio past the average 

credit period and observable changes in national or local economic conditions that correlate with default on 

receivables. 

97 



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cont’d 


2.17 Impairment of financial assets cont’d 

(a) Trade and other receivables and other financial assets carried at amortised cost cont’d 

If any such evidence exists, the amount of impairment loss is measured as the difference between the 

asset’s carrying amount and the present value of estimated future cash flows discounted at the financial 

asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets 

with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance 

account. When a trade receivable becomes uncollectible, it is written off against the allowance account. 

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related 

objectively to an event occurring after the impairment was recognised, the previously recognised impairment 

loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the 

reversal date. The amount of reversal is recognised in profit or loss. 

(b) Unquoted equity securities carried at cost 

If there is objective evidence (such as significant adverse changes in the business environment where 

the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an 

impairment loss on a financial asset carried at cost has been incurred, the amount of the loss is measured 

as the difference between the 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. Such impairment losses are not 

reversed in subsequent periods. 

(c) Available-for-sale financial assets 

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or 

obligor, and the disappearance of an active trading market are considerations to determine whether there is 

objective evidence that investment securities classified as available-for-sale financial assets are impaired. 

If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net 

of any principal payment and amortisation) and its current fair value, less any impairment loss previously 

recognised in profit or loss, is transferred from equity to profit or loss. 

Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent 

periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive 

income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or 

loss if an increase in the fair value of the investment can be objectively related to an event occurring after 

the recognition of the impairment loss in profit or loss. 

2.18 Cash and cash equivalents 

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid 

investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of 

changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management.


2.19 Construction contracts 



Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs 

are recognised as revenue and expenses respectively by using the stage of completion method. The stage of 

completion is measured by reference to the proportion of contract costs incurred for work performed to date to 

the estimated total contract costs. 

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the 

extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the 

period in which they are incurred. 

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as 

an expense immediately. 

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, 

claims and incentive payments to the extent that it is probable that they will result in revenue and they are 

capable of being reliably measured. 

When the total of costs incurred on construction contracts plus recognised profits (less recognised losses) exceeds 

progress billings, the balance is classified as amount due from customers on contracts. When progress billings 

exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to 

customers on contracts. 

2.20 Land held for property development and property development costs 

(i) Land held for property development 

Land held for property development consists of land where no development activities have been carried 

out or where development activities are not expected to be completed within the normal operating cycle. 

Such land is classified within non-current assets and is stated at cost less any accumulated impairment 

losses. 

Land held for property development is reclassified as property development costs at the point when 

development activities have commenced and where it can be demonstrated that the development activities 

can be completed within the normal operating cycle. 

(ii) 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. 

When the financial outcome of a development activity can be reliably estimated, property development 

revenue and expenses are recognised in profit or loss by using the stage of completion method. The stage of 

completion is determined by the proportion that property development costs incurred for work performed 

to date bear to the estimated total property development costs. 

99 



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100 





cont’d 


2.20 Land held for property development and property development costs cont’d 

(ii) Property development costs cont’d 

2.21 Inventories 

Where the financial outcome of a 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 properties 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 as an expense immediately. 

Property development costs not recognised as an expense are recognised as an asset, which is measured at 

the lower of cost and net realisable value. 

The excess of revenue recognised in the profit or loss over billings to purchasers is classified as accrued 

billings within trade receivables and the excess of billings to purchasers over revenue recognised in profit or 

loss is classified as progress billings within trade payables. 

Inventories comprising properties held for sale and consumable stocks are stated at lower of cost and net 

realisable value. 

Cost of property stocks is determined on the specific identification basis and comprises cost associated with the 

acquiring of land, direct construction cost and appropriate proportions of common cost. 

Cost of consumable stocks is determined using the first in, first out method and comprises the cost of purchase 

plus the cost of bringing the goods to its present condition. 

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of 

completion and the estimated costs necessary to make the sale. 

2.22 Provisions 

Provisions for liabilities are recognised when the Group has a present obligation (legal or constructive) as a result 

of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and 

the amount of the obligation can be estimated reliably. 

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no 

longer probable that an outflow of economic resources will be required to settle the obligation, the provision is 

reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax 

rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in 

the provision due to the passage of time is recognised as a finance cost.


2.23 Financial liabilities 



Financial liabilities are classified according to the substance of the contractual arrangements entered into and the 

definitions of a financial liability. 

Financial liabilities, within the scope of FRS 139, are recognised in the statements of financial position when, and only 

when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial 

liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. 

(a) Financial liabilities at fair value through profit or loss 

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial 

liabilities designated upon initial recognition as at fair value through profit or loss. 

(b) Other financial liabilities 

The Group’s and the Company's other financial liabilities include trade payables, other payables, loans and 

borrowings. 

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and 

subsequently measured at amortised cost using the effective interest method. 

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and 

subsequently measured at amortised cost using the effective interest method. Borrowings are classified as 

current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 

12 months after the reporting date. 

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are 

derecognised, and through the amortisation process. 

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing 

financial liability is replaced by another financial liability from the same lender on substantially different terms, 

or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a 

derecognition of the original liability and the recognition of a new liability, and the difference in the respective 

carrying amounts is recognised in profit or loss. 

2.24 Financial guarantee contracts 

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the 

holder for a loss it incurs because a specified debtor fails to make payment when due. 

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent 

to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of 

the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the 

Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the 

higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and 

the amount initially recognised less cumulative amortisation. 

101 



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cont’d 


2.25 Borrowing costs 

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the 

acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the 

activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing 

costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended 

use or sale. 

All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of 

interest and other costs that the Group and the Company incurred in connection with the borrowing of funds. 

2.26 Bai Bithaman Ajil Islamic Debt Securities ("BAIDS") 

The BAIDS are bonds issued in accordance with the Islamic finance concept of Bai Bithaman Ajil. In accordance 

with such concept, the Group and the Company sold certain assets to a trustee, and repurchased them at the 

same price together with an agreed profit margin. The payment of the purchase price is deferred in accordance 

with the maturities of the BAIDS, whilst the profit element is paid half-yearly. 

The BAIDS are initially recognised at cost, being the fair value of the consideration received. After initial recognition, 

the profit element attributable to the BAIDS in each period is recognised as an expense at a constant rate to the 

maturity of each series respectively. Further details of the BAIDS in issue are disclosed in Note 25. 

2.27 Islamic Serial Redeemable Bonds ("SUKUK") 

The SUKUK are issued in accordance with the Islamic finance concept of Musyarakah. In accordance with such 

concept, the Company and the Sukukholder entered into a joint venture established pursuant to the terms 

of Musyarakah Agreement. The Musyarakah Venture is to participate directly into the general business of 

the Company. The primary subscriber as the initial Sukukholder contributed RM300 million to the capital of 

Musyarakah Venture. As a complement to the contribution made by the primary subscriber, the Company grants 

warrants rights which were detached from the SUKUK upon issuance and offered to the entitled shareholders of 

the Company. The total proceeds arising from the warrants were channelled to the Musyarakah Venture as part 

of the Sukukholders capital contribution. 

The proceed from the issue of warrants, net of issue costs, will be credited to a warrants reserve account which 

is non-distributable. Warrants reserve will be transferred to the share premium accounts upon the exercise of 

warrants and the warrants reserve in relation to the unexercised warrants on the expiry date of the exercise 

period will be transferred to retained earnings. 

The SUKUK is initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent 

periods, SUKUK is stated at amortised cost using the effective yield method; any difference between proceeds 

(net of transaction costs) and the redemption value is recognised in the income statements over the period of the 

borrowings. 

Further details of the SUKUK in issue are disclosed in Note 26 to the financial statements.


2.28 Islamic Medium Term Notes ("IMTN") 



The IMTNs were issued in accordance with the Islamic financing concept of Musyarakah. In accordance with such 

concept, IMTNs are initially recognised at the fair value of the consideration received less direct attributable 

transaction costs. 

2.29 Bonds with Warrants ("Bonds") 

The Bonds were issued in accordance with a subscription agreement entered into between the Company and the 

Primary Subscribers. Subsequently, the provisional rights to allotment of the warrants were detached from the 

Bonds where the Primary Subscribers will undertake a private placement of the Bonds (without the warrants) 

to secondary investors. The Primary Subscribers will then undertake an offer for sale of the provisional rights to 

allotment of the warrants. 

The Bonds is initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent 

periods, the Bonds is stated at amortised cost using the effective yield method; any difference between proceeds 

(net of transaction costs) and the redemption value is recognised in the income statements over the life of the 

Bonds. 

2.30 Employee benefits 

(a) Short term benefits 

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in 

which the associated services are rendered by employees. Short term accumulating compensated absences 

such as paid annual leave are recognised when services are rendered by employees that increase their 

entitlement to future compensated absences, and short term non-accumulating compensated absences 

such as sick leave are recognised when the absences occur. 

(b) Defined contribution plans 

The Group participates in the national pension scheme as defined by the laws of the countries in which it 

has operations. The Malaysian companies in the Group make contributions to the Employee Provident Fund 

in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension scheme 

are recognised as an expense in the period in which the related service is performed. 

The Group contributes to the pensions scheme for Gulf Cooperation Council. This is a defined contribution 

pension plan and the Group's contributions are charged to the income statements in the year to which they 

relate. Expatriate employees of the Group are paid leaving indemnity in accordance with the provisions of 

the Gulf Cooperation Council Law. The Group accrues for its liability as and when it occurs. 

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cont’d 


2.30 Employee benefits cont’d 

(c) Share-based compensation 

2.31 Leases 

Employees of the Group receive remuneration in the form of share options as consideration for services 

rendered. The cost of these equity-settled transactions with employees is measured by reference to the 

fair value of the options at the date on which the options are granted. This cost is recognised in profit or 

loss, with a corresponding increase in the employee share option reserve over the vesting period. The 

cumulative expense recognised at each reporting date until the vesting date reflects the extent to which 

the vesting period has expired and the Group’s best estimate of the number of options that will ultimately 

vest. The charge or credit to profit or loss for a period represents the movement in cumulative expense 

recognised at the beginning and end of that period. 

No expense is recognised for options that do not ultimately vest, except for options where vesting is 

conditional upon a market or non-vesting condition, which are treated as vested irrespective of whether 

or not the market or non-vesting condition is satisfied, provided that all other performance and/or service 

conditions are satisfied. The employee share option reserve is transferred to retained earnings upon expiry 

of the share options. When the options are exercised, the employee share option reserve is transferred to 

share capital if new shares are issued, or to treasury shares if the options are satisfied by the reissuance of 

treasury shares. 

The proceeds received net of any directly attributable transaction costs are credited to share capital and 

share premium when the options are exercised. 

(a) As lessee 

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership 

of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if 

lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the 

amount capitalised. Lease payments are apportioned between the finance charges and reduction of the 

lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance 

charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in 

which they are incurred. 

Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable 

certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over 

the shorter of the estimated useful life and the lease term. 

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the 

lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental 

expense over the lease term on a straight-line basis.


2.31 Leases cont’d 

(b) As lessor 

2.32 Revenue 



Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified 

as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying 

amount of the leased asset and recognised over the lease term on the same bases as rental income. The 

accounting policy for rental income is set out in Note 2.32(g). 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the 

revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable. 

(a) Sale of goods 

Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership of 

the goods to the customer. Revenue is not recognised to the extent where there are significant uncertainties 

regarding recovery of the consideration due, associated costs or the possible return of goods. 

(b) Sale of properties 

Revenue from sale of properties is accounted for by the stage of completion method as described in Note 

2.20(ii). 

(c) Construction contracts 

Revenue from construction contracts is accounted for by the stage of completion method as described in 

Note 2.19. 

(d) Interest income 

Interest income is recognised using the effective interest method. 

(e) Management fees 

Management fees are recognised when services are rendered. 

(f) Dividend income 

Dividend income is recognised when the Group’s right to receive payment is established. 

(g) Rental income 

Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives 

provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line 

basis. 

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cont’d 


2.32 Revenue cont’d 

(h) Hiring of machineries 

Rental income from hiring of machineries is recognised on an accruals basis when the rights to receive 

payments are established. 

(i) Car park income 

Car park income is recognised on an accruals basis upon completion of usage of car park spaces. 

(j) Hotel income 

2.33 Income taxes 

Room income is recognised based on an accruals basis unless collection is in doubt, in which case it is 

recognised based on receipt basis. 

Revenue from the sales of food and beverage is recognised based on invoiced value of goods sold. 

(a) Current tax 

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the 

taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or 

substantively enacted by the reporting date. 

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised 

outside profit or loss, either in other comprehensive income or directly in equity. 

(b) Deferred tax 

Deferred tax is provided using the liability method on temporary differences at the reporting date between 

the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. 

Deferred tax liabilities are recognised for all temporary differences, except: 

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability 

in a transaction that is not a business combination and, at the time of the transaction, affects neither 

the accounting profit nor taxable profit or loss; and 

- in respect of taxable temporary differences associated with investments in subsidiaries, associates 

and interests in joint ventures, where the timing of the reversal of the temporary differences can 

be controlled and it is probable that the temporary differences will not reverse in the foreseeable 

future.


2.33 Income taxes cont’d 

(b) Deferred tax cont’d 



Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax 

credits and unused tax losses, to the extent that it is probable that taxable profit will be available against 

which the deductible temporary differences, and the carry forward of unused tax credits and unused tax 

losses can be utilised except: 

- where the deferred tax asset relating to the deductible temporary difference arises from the initial 

recognition of an asset or liability in a transaction that is not a business combination and, at the time 

of the transaction, affects neither the accounting profit nor taxable profit or loss; and 

- in respect of deductible temporary differences associated with investments in subsidiaries, associates 

and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable 

that the temporary differences will reverse in the foreseeable future and taxable profit will be available 

against which the temporary differences can be utilised. 

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent 

that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred 

tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are 

recognised to the extent that it has become probable that future taxable profit will allow the deferred tax 

assets to be utilised. 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when 

the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or 

substantively enacted at the reporting date. 

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred 

tax items are recognised in correlation to the underlying transaction either in other comprehensive income 

or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on 

acquisition. 

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current 

tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the 

same taxation authority. 

2.34 Segment reporting 

For management purposes, the Group is organised into operating segments based on their products and services 

which are independently managed by the respective segment managers responsible for the performance of 

the respective segments under their charge. The segment managers report directly to the management of the 

Company who regularly review the segment results in order to allocate resources to the segments and to assess 

the segment performance. Additional disclosures on each of these segments are shown in Note 52, including the 

factors used to identify the reportable segments and the measurement basis of segment information. 

107 



cont’d

108 





cont’d 


2.35 Equity instrument 

(a) Share capital and share issuance expenses 

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the 

Company after deducting all of its liabilities. Ordinary shares are equity instruments. 

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction 

costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the 

period in which they are declared. 

(b) Preference shares 

2.36 Contingencies 

Preference shares are recorded at the amount of proceeds received, net of transaction costs. Preference 

shares are classified as equity if they are non-redeemable and dividends are discretionary at the option of 

the issuer. Preference shares are classified as liability if they are redeemable on a specific date or at the 

option of the shareholders and dividends thereon are recognised in the income statements as interest 

expense. Preference shares that are compound instruments are split into liability and equity components. 

Each component is accounted for separately. 

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence 

will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the 

control of the Group. 

Contingent liabilities and assets are not recognised in the statements of financial position of the Group. 

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 

The preparation of the Group's financial statements requires management to make judgements, estimates and 

assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of 

contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result 

in outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future. 

3.1 Critical judgements made in applying accounting policies 

In the process of applying the Group’s accounting policies, management has made the following judgements, 

apart from those involving estimations, which have the most significant effect on the amounts recognised in the 

financial statements: 

(a) Classification between investment properties and property, plant and equipment 

The Group has developed certain criteria based on FRS 140 in making judgement whether a property 

qualifies as an investment property. Investment property is a property held to earn rentals or for capital 

appreciation or both.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS cont’d 

3.1 Critical judgements made in applying accounting policies cont’d 



(a) Classification between investment properties and property, plant and equipment cont’d 

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another 

portion that is held for use in the production or supply of goods or services or for administrative purposes. 

If these portions could be sold separately (or leased out separately under a finance lease), the Group 

would account for the portions separately. If the portions could not be sold separately, the property is an 

investment property only if an insignificant portion is held for use in the production or supply of goods or 

services or for administrative purposes. Judgement is made on an individual property basis to determine 

whether ancillary services are so significant that a property does not qualify as investment property. 

(b) Contract variations 

Contract variations are recognised as revenue to the extent that it is probable that they will result in revenue 

which can be reliably measured. This requires the exercise of judgement by management based on prior 

experience, application of contract terms and relationship with the contract owners. 

(c) Percentage-of-completion 

The Group uses the percentage-of-completion method in accounting for its construction contract services. 

The use of the percentage-of-completion method requires the Group to estimate the proportion of work 

performed to date as a proportion of the total work to be performed and it is management's judgement 

that the use of costs to date in proportion to total estimated costs provides the most appropriate measure 

percentage-of-completion. 

(d) Arbitration proceedings 

Note 51 describes a contract dispute that is currently in process between a jointly controlled entity in 

which the Company, through its Dubai Branch, has a 50% share (the "Arabtec-WCT Joint Venture") and the 

contract owner. The calling of the Performance Security and its encashment, including the claim presented, 

raises questions about the accounting treatment for the transaction. In light of the contract dispute arising, 

the directors consider the amount of the encashed Performance Security as amounts receivable from the 

contract owner pending resolution of the dispute. 

In making this judgement, the Directors considered the criteria in The Framework for the Preparation and 

Presentation of Financial Statements and in conjunction with FRS 137 Provisions, Contingent Liabilities and 

Contingent Assets in considering whether the amounts payable can be recognised as an asset to the Group. 

In particular, consideration was given to whether the calling of the Performance Security indicated that the 

Group had a present legal obligation as a result of a past event, and whether it is probable that recognition 

of the asset will result in future economic benefits flowing to the Group. 

In the view of the Directors, the contract termination and call on the Performance Securities were not 

justified, and following receipt of legal opinion on the arbitration proceedings initiated by the Arabtec- 

WCT Joint Venture, the Directors believe that the outcome of the proceedings will be favorable and had 

recognised the amount of the Performance Security as a receivable, and not as an expense on the basis of 

the probability that any losses or additional costs to be borne by the Joint Venture is minimal and the Joint 

Venture has a contractual right to recoup the Performance Securities. 

109 



cont’d

110 





cont’d 


3.1 Critical judgements made in applying accounting policies cont’d 

(e) Construction costs estimate 

The Group uses internal quantity surveyors together with project managers to estimate the costs to 

complete construction contracts. Factors such as escalation of material prices, labour costs and other costs 

are included in the construction cost based on estimates. 

(f) Allowance for slow-moving inventories 

Inventories are stated at the lower of cost or market value. Adjustments to reduce cost of inventory to net 

realisable value, if required are made at the product level for estimated excess, obsolescence or impaired 

balances. Factors influencing these adjustments include change in demand, physical deterioration and 

quality issues. The net realisable value of the inventories is disclosed in Note 12. 

(g) Impairment of loans and receivables 

The Group recognises an allowance for doubtful debts when there is objective evidence that the Group will 

not be able to collect all amounts due according to the original term of receivables. 

Significant judgement is required in the assessment of the recoverability of receivables. To the extent that 

actual recoveries deviate from management’s estimates, such variances may have a material impact on 

the income statements. Based on management’s assessment, management believes that the current level 

of allowance for doubtful debts is adequate. In addition, management is also rigorously monitoring the 

recoverability of these receivables. 

(h) Operating lease commitments - the Group as lessor 

The Group has entered into commercial property leases on its investment property portfolio. The Group has 

determined that it retains all the significant risks and rewards of ownership of these properties which are 

leased out on operating leases. 

(i) Expected losses on construction contracts 

The Group recognises expected losses from a construction contract when it is probable that total contract 

costs exceed total revenue. In determining expected losses, the Group engages professional valuer to 

determine the total expected cost of a particular project (including total cost to complete) as well as the 

total revenue from the project (including any probable variation orders).


3.2 Key sources of estimation and uncertainty 



The key assumptions concerning the future and other key sources of estimation and uncertainty at the statements 

of financial position, that have a significant risk of causing a material adjustment to the carrying amounts of 

assets and liabilities within the next financial year are discussed below: 

(a) Construction contracts and property development 

The Group recognises construction contracts and property development revenue and expenses in the 

income statements by using the stage of completion method. The stage of completion is determined by 

the proportion that construction contracts and property development costs incurred for work performed 

to date bear to the estimated total construction contracts and property development costs, respectively or 

by reference to percentage of physical stage of completion. 

Significant judgement is required in determining the stage of completion, the extent of the construction 

contracts and property development costs incurred, the estimated total construction contracts and property 

development revenue and costs, the percentage of physical completion, as well as the recoverability of the 

construction contracts and development projects. In making the judgement, the Directors evaluate based 

on past experience and by relying on the work of specialists. 

The carrying amounts of the Group's construction contracts and property development activities are 

disclosed in Note 13(b) and Note 5(b) respectively. 

(b) Deferred tax assets 

Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent 

that it is probable that taxable profit will be available against which the losses and capital allowances can 

be utilised. Significant management judgement is required to determine the amount of deferred tax assets 

that can be recognised, based upon the likely timing and level of future taxable profits together with future 

tax planning strategies. 

(c) Impairment of investments 

The Directors determine whether the carrying amounts of its investments are impaired at statements of 

financial position. This involves measuring the recoverable amounts which include fair value less costs to 

sell and valuation techniques. Valuation techniques include amongst others, discounted cash flows analysis 

and in some cases, based on published analysts' reports and current market indicators and estimates that 

provide reasonable approximations to the detailed computation. 

For the investment with the indication of impairment, the management perform discounted cash flow 

analysis. The discount rates and growth rates used reflect, amongst others, the maturity of the business 

development cycle as well as the industry growth potential. The discount rates applied to the respective 

cash flow projections range between 5% to 7% (2010: 5% to 7%). The growth rates used to forecast the 

projected cash flows for the following financial year approximate the performances of the respective 

investments based on the latest available management accounts. 

111 



cont’d

112 





cont’d 


3.2 Key sources of estimation and uncertainty cont’d 

(c) Impairment of investments cont’d 

Based on the opinion of the Directors, adequate impairment loss has been recognised in the income 

statements and the management's assessments have provided reasonable assumptions that the carrying 

amount of investments at the statements of financial position are not impaired. 

(d) Employee share options 

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of 

the employee share options at the date at which they are granted. Judgement is required in determining the 

most appropriate valuation model for the share options granted, depending on the terms and conditions 

of the grant. Management is also required to use judgement in determining the most appropriate inputs to 

the valuation model including volatility and dividend yield. The assumptions and model used are disclosed 

in Note 29(b).

4. PROPERTY, PLANT AND EQUIPMENT 

Freehold 

land Buildings 

Plant and 

machinery 

Motor 

vehicles 

Renovations, 

office 

equipment, 

furniture and 

fittings 



Marine 

plant, 

tug and 

barges 

Building 

work in 

progress Total 

Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 

As at 31 December 2011 

Cost/valuation 

At 1 January 2011 30,038 62,780 344,747 58,018 57,621 - - 553,204 

Additions - - 12,439 6,621 4,130 - - 23,190 

Reclassification - 8,687 6,713 - (15,400) - - - 

Disposals - - (65,260) (10,644) (4,059) - - (79,963) 

Revaluation surplus 3,802 11,532 - - - - - 15,334 

Exchange differences 485 260 4,238 327 467 - - 5,777 

At 31 December 2011 34,325 83,259 302,877 54,322 42,759 - - 517,542 

Accumulated 

depreciation and 

impairment 

At 1 January 2011 - 1,329 200,484 28,870 30,358 - - 261,041 

Depreciation charge for 

the financial year - 1,047 29,932 4,582 4,657 - - 40,218 

Reclassification - 1,962 1,085 - (3,047) - - - 

Disposals - - (46,229) (7,753) (3,180) - - (57,162) 

Exchange differences - 17 2,641 182 355 - - 3,195 

At 31 December 2011 - 4,355 187,913 25,881 29,143 - - 247,292 

Net carrying amount 

At 31 December 2011 34,325 78,904 114,964 28,441 13,616 - - 270,250 

113 



cont’d

114 





cont’d 

4. PROPERTY, PLANT AND EQUIPMENT cont’d 

Freehold 

land 

Buildings 

Plant and 

machinery 


vehicles 

Renovations, 

office 

equipment, 

furniture and 

fittings 

Marine 

plant, 

tug and 

barges 

Building 

work in 

progress Total 

Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 



At 1 January 2010 28,423 10,889 413,514 60,083 35,366 16,941 120,220 685,436 

Additions 2,093 20,833 26,070 6,170 24,908 1,579 - 81,653 

Transferred to investment 

properties (Note 6) - - - - - - (88,180) (88,180) 

Transferred to buildings - 32,040 - - - - (32,040) - 

Disposals - - (67,102) (5,918) (563) (17,637) - (91,220) 

Written off - - - (144) - - - (144) 

Revaluation surplus 1,325 - - - - - - 1,325 

Elimination of accumulated 

depreciation on 

revaluation - (300) - - - - - (300) 

Exchange differences (1,803) (682) (27,735) (2,173) (2,090) (883) - (35,366) 

At 31 December 2010 30,038 62,780 344,747 58,018 57,621 - - 553,204 

Accumulated depreciation 

and impairment 

At 1 January 2010 - 458 209,461 27,465 23,154 9,654 - 270,192 


the financial year - 1,030 47,888 5,920 8,998 1,004 - 64,840 

Disposals - - (42,775) (3,434) (442) (10,155) - (56,806) 

Written off - - - (113) - - - (113) 



revaluation - (115) - - - - - (115) 

Exchange differences - (44) (14,090) (968) (1,352) (503) - (16,957) 

At 31 December 2010 - 1,329 200,484 28,870 30,358 - - 261,041 


At 31 December 2010 30,038 61,451 144,263 29,148 27,263 - - 292,163


Freehold 


Plant and 

machinery 


vehicles 



Renovations, 

office 

equipment, 

furniture and 

fittings Total 

Company RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 



At 1 January 2011 4,400 3,800 6,098 8,078 6,306 28,682 

Additions - - 4,663 1,356 1,725 7,744 

Disposals - - (1,210) (1,658) (661) (3,529) 

Exchange differences - - 551 71 57 679 

At 31 December 2011 4,400 3,800 10,102 7,847 7,427 33,576 



At 1 January 2011 - - 256 3,071 4,263 7,590 


the financial year - 76 2,116 729 944 3,865 

Disposals - - (17) (1,067) (548) (1,632) 

Exchange differences - - 112 9 9 130 

At 31 December 2011 - 76 2,467 2,742 4,668 9,953 


At 31 December 2011 4,400 3,724 7,635 5,105 2,759 23,623 

115 



cont’d

116 





cont’d 


Freehold 


Plant and 

machinery 


vehicles 

Renovations, 

office 

equipment, 

furniture and 

fittings Total 

Company RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 



At 1 January 2010 3,400 4,100 197 6,998 5,857 20,552 

Additions - - 6,657 1,832 676 9,165 

Disposals - - (45) (551) (125) (721) 

Revaluation surplus 1,000 - - - - 1,000 



revaluation - (300) - - - (300) 

Exchange differences - - (711) (201) (102) (1,014) 

At 31 December 2010 4,400 3,800 6,098 8,078 6,306 28,682 



At 1 January 2010 - 82 197 2,884 3,630 6,793 


the financial year - 33 80 609 744 1,466 

Disposals - - - (379) (66) (445) 



revaluation - (115) - - - (115) 

Exchange differences - - (21) (43) (45) (109) 

At 31 December 2010 - - 256 3,071 4,263 7,590 


At 31 December 2010 4,400 3,800 5,842 5,007 2,043 21,092




(a) Freehold land is carried at valuation. Freehold buildings are carried at valuation less accumulated depreciation. 

All other categories of property, plant and equipment are carried at costs less accumulated depreciation. Certain 

freehold land and buildings in Malaysia were revalued on 31 December 2010 by the Directors based on the 

valuation performed by Henry Butcher, Malaysia (SEL.) Sdn. Bhd., members of the Institution of Surveyors, 

Malaysia. Freehold land and buildings in Bahrain were revalued on 31 December 2011 by Directors based on 

valuation performed by Carlton Real Estate. Valuations were made using comparison method on the basis of 

open market value. 

The Directors do not foresee the fair value of other freehold land and buildings in Malaysia to be materially 

different from the valuation done on 31 December 2010. 

If the freehold land and buildings were measured using the cost model, the carrying amounts as at 31 December 

2011 would have been as follows: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Freehold land and buildings 

Cost 32,310 32,310 7,178 7,178 

Accumulated depreciation (2,214) (1,713) (1,662) (1,558) 

Net book value 30,096 30,597 5,516 5,620 

Analysis of valuation of freehold land and buildings is as follows: 

Freehold land Buildings 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Group 

Valuation 35,928 32,126 84,090 63,871 

Accumulated depreciation - - (4,691) (1,682) 

Exchange difference (1,603) (2,088) (495) (738) 

34,325 30,038 78,904 61,451 

Company 

Valuation 4,400 4,400 3,800 3,800 

Accumulated depreciation - - (76) - 

4,400 4,400 3,724 3,800 

117 



cont’d

118 





cont’d 


(b) During the financial year, the Group and the Company acquired property, plant and equipment by way of the 

following: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Cash 15,523 37,975 7,294 8,929 

Hire purchase 7,667 19,324 450 236 

Payables - 24,354 - - 

23,190 81,653 7,744 9,165 

Net carrying amounts of the property, plant and equipment held under hire purchase are as follows: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Machineries 27,997 31,567 - - 

Motor vehicles 11,802 13,344 1,527 1,436 

39,799 44,911 1,527 1,436 

(c) The freehold land and buildings with an aggregate carrying amount of RM78,180,000 (2010: RM56,192,269) are 

pledged to a financial institution for term loan obtained as disclosed in Note 24. 

5. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS 

(a) Land held for property development 

Group 

Cost 

Freehold 

land 

Leasehold 

land Development 

costs Total 

RM'000 RM'000 RM'000 RM'000 


Transferred (to)/from property development 

84,220 21,127 81,930 187,277 

costs (Note 5(b)) (18,257) 3,018 (4,210) (19,449) 

Transferred to investment properties (Note 6) - - (1,682) (1,682) 

Additions 43,300 - 11,315 54,615 

At 31 December 2010 

Transferred to property development costs 

109,263 24,145 87,353 220,761 

(Note 5(b)) (31,853) - (27,496) (59,349) 

Additions 53,026 5,000 47,000 105,026 

At 31 December 2011 130,436 29,145 106,857 266,438

5. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS cont’d 

(b) Property development costs 

Group 


Cumulative property development costs 

Freehold 

land 

Leasehold 

land 



Development 

costs Total 

RM'000 RM'000 RM'000 RM'000 

At 1 January 2011 91,902 70,582 285,280 447,764 

Cost incurred during the financial year 878 2,812 189,553 193,243 

Transferred from land held for property 

development (Note 5(a)) 31,853 - 27,496 59,349 

Reversal of completed projects (15,498) - (117,973) (133,471) 

Reclassification (50) - 50 - 

At 31 December 2011 109,085 73,394 384,406 566,885 

Cumulative costs recognised in income 

statements 

At 1 January 2011 (46,088) (17,735) (155,158) (218,981) 

Recognised during the financial year (Note 36) (20,386) (34,764) (136,661) (191,811) 

Reversal of completed projects 15,498 - 117,973 133,471 

Reclassification 50 - (50) - 

At 31 December 2011 (50,926) (52,499) (173,896) (277,321) 

Property development costs as at 

31 December 2011 58,159 20,895 210,510 289,564 

119 



cont’d

120 





cont’d 

5. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS cont’d 

(b) Property development costs cont’d 

Group 


Cumulative property development costs 

Freehold 

land 

Leasehold 

land 

Development 

costs Total 

RM'000 RM'000 RM'000 RM'000 

At 1 January 2010 90,614 73,600 207,328 371,542 

Cost incurred during the financial year 

Transferred from/(to) land held for property 

- - 121,940 121,940 

development (Note 5(a)) 18,257 (3,018) 4,210 19,449 

Reversal of completed projects 

Unsold completed units transferred to 

(6,546) - (57,791) (64,337) 

inventories - - (830) (830) 

Reclassification (10,423) - 10,423 - 

At 31 December 2010 91,902 70,582 285,280 447,764 

Cumulative costs recognised in income 

statements 

At 1 January 2010 (8,999) (6,148) (126,381) (141,528) 

Recognised during the financial year (Note 36) (35,635) (11,587) (94,568) (141,790) 

Reversal of completed projects 6,546 - 57,791 64,337 

Reclassification (8,000) - 8,000 - 

At 31 December 2010 (46,088) (17,735) (155,158) (218,981) 

Property development costs as at 

31 December 2010 45,814 52,847 130,122 228,783 

Finance costs of RM2,913,538 (2010: RM2,355,247) were capitalised within development cost during the financial 

year as disclosed in Note 38. 

The freehold and leasehold land held for property development and property development costs with an 

aggregate carrying amount of RM183,840,183 (2010: RM107,950,099) are pledged to a financial institution for 

term loan and bank guarantee facilities obtained as disclosed in Note 24.

6. INVESTMENT PROPERTIES 



Group 

2011 2010 

RM'000 RM'000 

At fair value 

At 1 January 614,266 425,761 

Additions 186,409 67,150 

Disposal (912) (15,300) 

Transferred from property, plant and equipment (Note 4) - 88,180 

Transferred from land held for property development (Note 5(a)) - 1,682 

Gain from fair value adjustment (Note 37) 14,260 46,793 

At 31 December 814,023 614,266 

Investment properties with an aggregate carrying value of RM428,042,772 (2010: RM242,426,057) are held under 

lease terms. 

Investment properties are stated at their fair value as at 31 December 2011. Valuations were performed by Henry 

Butcher Malaysia (SEL.) Sdn. Bhd. and PA International Consultants (KL) Sdn. Bhd., professional independent valuers in 

accordance with International Valuation Standards using Cost Method and Investment Method. 

Investment properties with an aggregate carrying value of RM771,598,890 (2010: RM568,930,093) are pledged as 

securities for borrowings as disclosed in Note 24. 

In the current financial year finance costs capitalised in investment properties of the Group amounted to RM4,753,668 

(2010: RM3,230,185) as disclosed in Note 38. 

121 



cont’d

122 





cont’d 

7. INVESTMENT IN SUBSIDIARIES 

Company 

2011 2010 

RM'000 RM'000 

At cost 

Unquoted shares 489,453 489,403 

Arising from ESOS granted to subsidiaries' employees 21,892 14,550 

511,345 503,953 

Less: Accumulated impairment losses (6,698) (6,698) 

504,647 497,255 

In the previous financial years, the Company recognised an impairment loss of RM6,697,713 in respect of its investment 

in WCT Construction Sdn. Bhd.. The impairment loss represents the write down of the investment to its recoverable 

value and has been recognised in the income statement. The recoverable amount was based on value in use and 

determined at the level of the cash generating units ("CGU"). 

(a) Acquisition of new subsidiaries 

(i) On 25 January 2011, the Company acquired 2 ordinary shares of RM1.00 each at par representing the entire 

issued and paid-up share capital of the following companies: 

(a) WCT Green Sdn. Bhd. 

(b) WCT Group Sdn. Bhd. 

(c) WCT Holdings Sdn. Bhd. 

And on even date, the Company’s wholly-owned subsidiary, WCT Land Sdn. Bhd. (“WCTL”), acquired 2 

ordinary shares of RM1.00 each at par representing the entire issued and paid-up share capital of WCT 

Assets Sdn. Bhd.. 

These subsidiary companies are incorporated in Malaysia, each has an authorised share capital of 

RM100,000 and an issued and paid-up share capital of RM2.00 divided into 2 ordinary shares of RM1.00 

each respectively. 

(ii) On 24 February 2011, WCTL has acquired 2 ordinary shares of RM1.00 each at par representing the entire 

issued and paid-up share capital of WCT Realty Sdn. Bhd. ("WCTRSB") for a total cash consideration of 

RM2.00. WCTRSB, a company incorporated in Malaysia, has an authorised share capital of RM100,000 and 

an issued and paid-up share capital of RM2.00 divided into 2 ordinary shares of RM1.00 each. 

(iii) On 14 July 2011, WCTL has acquired 2 ordinary shares of RM1.00 each at par representing the entire issued 

and paid-up share capital of Pioneer Acres Sdn. Bhd. ("PASB") for a total cash consideration of RM2.00. 

PASB, a company incorporated in Malaysia, has an authorised share capital of RM100,000 and an issued and 

paid-up share capital of RM2.00 divided into 2 ordinary shares of RM1.00 each.

7. INVESTMENT IN SUBSIDIARIES cont’d 

(a) Acquisition of new subsidiaries cont’d 



(iv) On 25 August 2011, WCTL has acquired 2 ordinary shares of RM1.00 each at par representing the entire 

issued and paid-up share capital of WCT Acres Sdn. Bhd. ("WCTASB") for a total cash consideration of 

RM2.00. WCTASB, a company incorporated in Malaysia, has an authorised share capital of RM100,000 and 

an issued and paid-up share capital of RM2.00 divided into 2 ordinary shares of RM1.00 each. 

(v) On 5 September 2011, WCT Management (Beijing) Limited (“WCT Beijing”), a wholly foreign owned 

enterprise in Beijing, China has been incorporated, following the issuance of the Business License by the 

Beijing Administration of Industry & Commerce on 26 August 2011 which was received on 5 September 

2011. The Registered Capital of WCT Beijing is RMB4,000,000 (approximately RM1.9 million) and is a wholly 

owned subsidiary of WCTL. 

(vi) On 10 October 2011, WCTL has acquired 2 ordinary shares of RM1.00 each at par representing the entire 

issued and paid-up share capital of Jubilant Courtyard Sdn. Bhd. ("JCSB") for a total cash consideration of 

RM2.00. JCSB, a company incorporated in Malaysia, has an authorised share capital of RM100,000 and an 

issued and paid-up share capital of RM2.00 divided into 2 ordinary shares of RM1.00 each. 

(vii) On 14 November 2011, WCTL has acquired 2 ordinary shares of RM1.00 each at par representing the entire 

issued and paid-up share capital of WCT Hartanah Jaya Sdn. Bhd. ("WCTH") for a total cash consideration of 

RM2.00. WCTH, a company incorporated in Malaysia, has an authorised share capital of RM100,000 and an 

issued and paid-up share capital of RM2.00 divided into 2 ordinary shares of RM1.00 each. 

(viii) Concurrent with the issuance and award of the Investment Certificate to the Company’s wholly-owned 

subsidiary, WCT (S) Pte. Ltd. on 24 December 2011, the People’s Committee of HCMC has also approved 

the establishment of a limited liability company namely, WCT-DPN Company Limited (“WCT-DPN”), a 

70%-owned subsidiary of the Company. The remaining 30% equity of WCT-DPN will be held by Southern 

Land Corporation (“SLC”), a joint stock company duly established under the Laws of Socialist Republic of 

Vietnam on 26 March 2001. WCT-DPN’s initial chartered capital is USD25,151,580.00. Its principal business 

activity is the development and management of residential and commercial properties on a piece of land 

measuring approximately 46,577 square meter in New Urban Development Area of Saigon South, Binh 

Hung Commune, Binh Chanh District, Ho Chi Minh City, Vietnam. 

The acquisition of these subsidiaries has no material effect on the financial position and financial performance of 

the Group. 

(b) Changes in the composition of the subsidiaries 

On 6 July 2011, the Company transferred the 2 ordinary shares of RM1.00 each at par representing 100% of the 

issued and paid-up share capital of Iris Green Sdn. Bhd. ("IGSB") for a cash consideration of RM2.00 to WCTL. 

123 



cont’d

124 





cont’d 


Details of the subsidiaries are as follows: 

Name of Company 

Country of 

incorporation Principal activities 

Proportion 

of ownership 

interest 

WCT Construction Sdn. Bhd. Malaysia Civil engineering and 

construction works 

100 100 

WCT Land Sdn. Bhd. Malaysia Investment holding 100 100 

WCT Overseas Sdn. Bhd. Malaysia Investment holding 100 100 

WCT Equity Sdn. Bhd. Malaysia Dormant 100 100 

WCT Plantations Sdn. Bhd. Malaysia Dormant 100 100 

Iris Green Sdn. Bhd. Malaysia Property development - 100 

WCT Green Sdn. Bhd. Malaysia Dormant 100 - 

WCT Group Sdn. Bhd. Malaysia Dormant 100 - 

WCT Holdings Sdn. Bhd. Malaysia Dormant 100 - 

WCT (Bahrain) W.L.L. (2) Kingdom of Bahrain Provision of project 

management services 

100 100 

Cebarco-WCT W.L.L. (1) Kingdom of Bahrain Construction works 50 50 

WCT Engineering Vietnam Company 

Limited (1) 

Vietnam Dormant 100 100 

BSC-WCT Company Limited (1) Vietnam Dormant 67 67 

WCT (S) Pte. Ltd. (1) Singapore Investment holding 100 100 

Allied WCT L.L.C. (1) Sultanate of Oman Dormant 70 70 

Held by WCT (S) Pte. Ltd.: 

WCT-DPN Company Limited Vietnam Development and management 70 - 

Held by WCT Construction Sdn. Bhd.: 

WCT Machinery Sdn. Bhd. Malaysia Hiring and repair of machineries 100 100 

WCT Products Sdn. Bhd. Malaysia Trading of building materials 100 100 

Intraxis Engineering Sdn. Bhd. Malaysia Construction work 60 60 

2011 

(%) 

2010 

(%)


Details of the subsidiaries are as follows: cont’d 


Held by WCT Land Sdn. Bhd.: 

Country of 




Proportion 

of ownership 

interest 

Gemilang Waras Sdn. Bhd. Malaysia Property development 100 100 

WCT Properties Sdn. Bhd. Malaysia Property investment and 

trading in properties 

100 100 

Gabungan Efektif Sdn. Bhd. Malaysia Property development 100 100 

Labur Bina Sdn. Bhd. Malaysia Property development 100 100 

Jelas Puri Sdn. Bhd. Malaysia Property investment and 

development 

100 100 

WCT Land Resources Sdn. Bhd. Malaysia Investment holding 100 100 

Camellia Tropicana Sdn. Bhd. Malaysia Property development 100 100 

Atlanta Villa Sdn. Bhd. Malaysia Property development 100 100 

WCT Hotel & Facilities Management 

Sdn. Bhd. 

Malaysia Property investment 100 100 

WCT Property Management Sdn. Bhd. Malaysia Property management 100 100 

Urban Courtyard Sdn. Bhd. Malaysia Property development 100 100 

Segi Astana Sdn. Bhd. Malaysia Property development - 100 

Platinum Meadow Sdn. Bhd. Malaysia Property development 100 100 

Iris Green Sdn. Bhd. Malaysia Property development 100 - 

WCT Assets Sdn. Bhd. Malaysia Dormant 100 - 

WCT Realty Sdn. Bhd. Malaysia Dormant 100 - 

Pioneer Acres Sdn. Bhd. Malaysia Dormant 100 - 

WCT Acres Sdn. Bhd. Malaysia Dormant 100 - 

Jubilant Courtyard Sdn. Bhd. Malaysia Dormant 100 - 

WCT Hartanah Jaya Sdn. Bhd. Malaysia Dormant 100 - 

WCT Management (Beijing) Limited China Dormant 100 - 

Held by Labur Bina Sdn. Bhd.: 

Labur Bina Management Sdn. Bhd. Malaysia Maintenance and management 

services on developed property 

2011 

(%) 

2010 

(%) 

100 100 

125 



cont’d

126 





cont’d 


Details of the subsidiaries are as follows: cont’d 


Held by WCT Land Resources Sdn. 

Bhd.: 

Country of 


Proportion 

of ownership 

interest 

BBT Mall Sdn. Bhd. Malaysia Building management in 

investment properties 

100 100 

BBT Hotel Sdn. Bhd. Malaysia Investment in hotel 100 100 

Held by WCT Overseas Sdn. Bhd.: 

WCT (International) Private Limited Republic of 

Mauritius 

Held by WCT (International) Private 

Limited: 

WCT (Offshore) Private Limited (1) Republic of 

Mauritius 

Held by WCT (Offshore) Private 

Limited: 

2011 

(%) 

2010 

(%) 

Investment holding 100 100 

Investment holding 100 100 

IWM Constructions Private Limited (1) India Engineering, procurement and 

construction 

61.9 61.9 

WCT Infrastructure (India) Private 

Limited (1) 

India Investment holding 99.9 99.9 

Subsidiaries are audited by Ernst & Young Malaysia except for: 

(1) Audited by firms other than Ernst & Young. 

(2) Audited by member firms of Ernst & Young Global.

8. INVESTMENT IN ASSOCIATES 



Group Company 

(Restated) 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Unquoted shares, at cost 68,856 68,856 520 520 

Group's share of post acquisition profit and reserves 68,475 51,725 - - 

137,331 120,581 520 520 

Share application monies 61,207 82,089 - - 

Exchange difference (39,009) (25,704) - - 

Represented by: 

159,529 176,966 520 520 

Group's share of net identifiable assets 159,529 176,966 - - 

During the previous financial year, certain of the Group's associates issued redeemable and non-convertible debentures 

to repay their existing term loan facilities. The debentures are secured by way of first charge in favour of the debenture 

trustee on the moveable assets of the associates, both present and future. The associates must maintain escrow 

account and liquidity reserve account until all the debentures are fully redeemed. The debentures are subject to certain 

financial covenants, which include requirements to maintain debt equity ratio of 1:1 and debt service coverage ratio 

of 1.2 times. The debentures are redeemable in nine instalments over five years based on scheduled maturity dates 

commencing from 12 months after the date of allotment. 

The 42,500,000 ordinary shares held by the Group in Swarna Tollway Private Limited are pledged in favour of lenders 

of Swarna Tollway Private Limited. 

127 



cont’d

128 





cont’d 

8. INVESTMENT IN ASSOCIATES cont’d 

Details of the associates are as follows: 

Name of associates 

Country of 


Proportion of 

ownership 

interest 

Khalid Abdulrahim Group WCT W.L.L. Bahrain Construction work 50 50 

Held by WCT (International) Private Limited: 

Gamuda-WCT (Offshore) Private Limited and its 

subsidiary 

Republic of 

Mauritius 

- Mapex Infrastructure Private Limited India Highway 

concessionaire 

Suria Holding (Offshore) Private Limited and its 

subsidiary 

Republic of 

Mauritius 

- Emas Expressway Private Limited India Highway 


Held by WCT (Offshore) Private Limited: 

2011 

(%) 

2010 

(%) 

Investment holding 30 30 

30 30 

Investment holding 30 30 

Gamuda-WCT (India) Private Limited India Engineering, 

procurement and 

construction works 

Swarna Tollway Private Limited India Highway 


Held by WCT Infrastructure (India) Private 

Limited: 



21.6 21.6 

Perdana Highway Operations Private Limited India Investment holding 50 50 

All the associated companies have financial year end of 31 March, other than those incorporated in Republic of 

Mauritius, which have financial year end of 31 July and those incorporated in Bahrain, which have financial year end of 

31 December. For the purpose of applying the equity method of accounting for associated companies with financial year 

end of 31 March and 31 July, the last audited financial statements available and the management financial statements 

to the end of the accounting period of the associated companies have been used.

8. INVESTMENT IN ASSOCIATES cont’d 



The Group's contingent liabilities in respect of its investment in associates are disclosed in the Note 46(d). 

The summarised assets and liabilities of the associates are as follows: 

Assets and liabilities 

(Restated) 

2011 2010 

RM'000 RM'000 

Current assets 390,866 471,205 

Non-current assets 940,610 1,148,693 

Current liabilities (102,406) (125,945) 

Non-current liabilities (506,869) (685,355) 

Net Assets 722,201 808,598 

The summarised results of the associates adjusted for the proportion of ownership interest held by the Group, are as 

follows: 

Results 

2011 

(Restated) 

2010 

RM'000 RM'000 

Revenue 24,228 20,304 

Finance income 25,427 28,892 

Profit after taxation 16,750 16,993 

9. INVESTMENT IN JOINTLY CONTROLLED ENTITIES 

Company 

2011 2010 

RM'000 RM'000 

Capital contribution 15,380 15,380 

Impairment of capital contribution (15,246) (15,246) 

134 134 

129 



cont’d

130 





cont’d 

9. INVESTMENT IN JOINTLY CONTROLLED ENTITIES cont’d 

Details of the incorporated/unincorporated jointly controlled entities are as follows: 

Name of jointly controlled 

entities 

Malaysia - China Hydro Joint 

Venture 

Gamuda Berhad - WCT 

Engineering Berhad Joint 

Venture 

Sinohydro Corporation - Gamuda 

Berhad - WCT Engineering 

Berhad Joint Venture 

Gamuda - WCT (Bahrain) Joint 

Venture 

Country of 

operation Principal activities 

Proportion of 

ownership 

interest 

2011 

(%) 

Malaysia Construction work 7.7 7.7 

2010 

(%) 

Qatar Engineering and construction of a new 

highway from the town of Shahaniya to 

the existing Zekreet interchange near 

the Dukhan Industrial area in the state 

of Qatar 

49 49 

Qatar Design and construction of the airfield 

facilities, tunnel and detention pond of 

the New Doha International Airport in 

the state of Qatar 

49 49 

Bahrain Trading of building materials - 49 

AES - WCT Joint Venture Emirate of Dubai Engineering and construction of 50 50 

Arabtec Construction L.L.C. - 

WCT Engineering Joint Venture 

Emirate of Dubai 

infrastructure works 

Construction work 50 50 

AES - WCT Contracting L.L.C. Emirate of Dubai Road, bridges and dam contracting 49 49 

Held by WCT Land Sdn. Bhd.: 

One Medini Sdn. Bhd. Malaysia Property development 70 70 

Segi Astana Sdn. Bhd. Malaysia Concession holder of an integrated 

complex 

70 - 

Segi Astana Sdn. Bhd. (“SASB”) was incorporated on 1 October 2010 in Malaysia with authorised share capital of 

RM100,000 and issued and paid-up share capital of RM2.00. On 30 September 2011, SASB became a jointly controlled 

entity of WCT Land Sdn. Bhd. and Malaysia Airports Holdings Berhad, with respective equity shareholdings of 70% and 

30%. 

Gamuda - WCT (Bahrain) Joint Venture has been dissolved on 31 March 2011. The contribution from this jointly 

controlled entity is not material to the Group's consolidated financial statements. As such the dissolution of this jointly 

controlled entity has no material financial impact to the Group's consolidated financial statements. 

All jointly controlled entities are unincorporated except for AES - WCT Contracting L.L.C., One Medini Sdn. Bhd. and Segi 

Astana Sdn. Bhd..

9. INVESTMENT IN JOINTLY CONTROLLED ENTITIES cont’d 



The Group's aggregate share of the current assets, non-current assets, current liabilities, non-current liabilities, income 

and expenses of the jointly controlled entities are as follows: 

Assets and liabilities 

2011 2010 

RM'000 RM'000 

Current assets 207,645 136,252 

Non-current assets 756,592 648,902 

964,237 785,154 

Current liabilities (716,382) (652,002) 

Non-current liabilities (277,144) (272,258) 

(993,526) (924,260) 

(29,289) (139,106) 

Results 

Revenue 110,552 229,155 

Expenses (123,119) (271,329) 

Other income 139,241 2,795 

Profit/(loss) before tax 126,674 (39,379) 

Taxation 216 149 

Profit/(loss) after tax 126,890 (39,230) 

131 



cont’d

132 





cont’d 

10. OTHER INVESTMENTS 

At cost 

Group 

2011 2010 

Note RM'000 RM'000 

Unquoted ordinary shares (a) 1,534 1,534 

Unquoted preference shares (b) 8,964 8,964 

10,498 10,498 

Less: Impairment loss (748) (694) 

9,750 9,804 

(a) The Article of Association of this investee company restricts the shareholders from selling the share of the investee 

company in parts. 

(b) Unquoted Redeemable Preference Shares of RM1.00 each ("RPS") with carrying amounts of RM8,963,719 (2010: 

RM8,963,719), of which the rights attached are as follows: 

(i) The RPS shall not confer any rights to receive any dividend or other income from the investee company 

unless otherwise recommended by the directors of the investee company; 

(ii) The RPS shall rank in priority to the ordinary shares in the investee company with regards to return of 

capital; 

(iii) The RPS shall confer rights of voting at general meetings of the investee company and receipt of notices of 

meetings of the investee company; and 

(iv) The RPS shall at the option of the investee company be redeemed at the issue price at any time by notice in 

writing to the holders.

11. CONCESSION ASSETS 



Group 

2011 2010 

RM'000 RM'000 

Intangible assets 

Cost 

At 1 January - - 

Additions 129,732 - 

At 31 December 129,732 - 

On 22 September 2011, the Company entered into a concession agreement with Malaysia Airports Holdings Berhad 

and Segi Astana Sdn. Bhd. ("SASB" or "Concession Company") for the privatisation of the construction, development 

and financing of the Integrated Complex ("Integrated Complex") at KLIA2 on a build-operate-transfer model ("the 

Project"). The concession is for a period of up to twenty-five (25) years and may be extended for a futher period of ten 

(10) years at the option of the Concession Company. The commencement date of the concession was 1 August 2011. 

Upon the expiry of the concession period, SASB shall transfer the Integrated Complex including the building, fittings 

and relevant documents at no cost to Malaysia Airports Holdings Berhad. 

Further information on the concession assets are disclosed in Note 49(c). 

12. INVENTORIES 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Consumable stocks, at cost 4,558 14,424 - - 

Properties held for sale, at cost 38,427 48,351 5,008 6,748 

Properties held for sale, at net realisable value 8,446 11,618 5,845 8,177 

51,431 74,393 10,853 14,925 

The Group and the Company wrote-down cost of properties of RM Nil (2010: RM902,705) and RM Nil (2010: RM902,705) 

respectively during the financial year. 

The costs of inventories recognised as an expense inclusive of the write-down mentioned above, are disclosed in 

Note 39. 

133 



cont’d

134 





cont’d 

13. TRADE RECEIVABLES 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Current 

Trade receivables 

Retention sum on contracts receivable due 

423,068 560,157 224,348 170,059 

within one year 185,130 263,338 27,941 26,474 

Due from contract customers 35,863 43,805 16,765 608 

644,061 867,300 269,054 197,141 

Less: Provision for doubtful debts (9,999) (12,706) (3,526) (10,261) 

634,062 854,594 265,528 186,880 

Non-current 


Retention sum on contracts receivable due 

14,896 21,548 - - 

after one year 139,581 162,242 47,886 39,467 

Due from contract customers 220,163 205,534 - - 

374,640 389,324 47,886 39,467 

Total 1,008,702 1,243,918 313,414 226,347 

Details of the Group's trade receivables subject to arbitration proceedings are disclosed in Note 51. 

(a) Credit risk 

The Group’s primary exposure to credit risk arises through its trade receivables. The normal credit term ranges 

from 30 to 90 days (2010: 30 to 90 days). Other credit terms are assessed and approved on a case-by-case basis. 

The Group seeks to maintain strict control over its outstanding receivables and has a credit control department 

to minimise credit risk. Overdue balances are reviewed regularly by senior management. Trade receivables are 

non-interest bearing. 

In determining the recoverability of a contract and trade receivables, the Group considers any change in the credit 

quality of the contract and trade receivables from the date the credit was initially granted up to the reporting 

date. At the reporting date, management has taken the current market conditions into account when assessing 

the credit quality of contract and trade receivables. The project directors also hold regular meetings with contract 

customers to renegotiate payment terms and to ensure the credit-worthiness of the ultimate end-users. 

In view of the aforementioned and the fact that the Group's and the Company's trade receivables are unrelated 

and in large number, there is no significant concentration of credit risk except as discussed below and in Note 51. 

Accordingly, after taking all pertinent considerations, the Directors believe that no further provision is required in 

excess of the provision for doubtful debts already made.

13. TRADE RECEIVABLES cont’d 

(a) Credit risk cont’d 

The ageing of receivables as at the end of the financial year was: 

Group 

2011 

Gross 

Individual 

impairment 



Collective 

impairment Net 

RM'000 RM'000 RM'000 RM'000 

Not past due 595,791 - - 595,791 

Past due 0-30 days 19,568 - - 19,568 

Past due 31-120 days 40,142 - - 40,142 

Past due more than 120 days 107,174 (9,999) - 97,175 

762,675 (9,999) - 752,676 

2010 

Not past due 876,696 - - 876,696 

Past due 0-30 days 43,902 (3) - 43,899 

Past due 31-120 days 24,402 (3) - 24,399 


1,007,285 (12,706) - 994,579 

Company 

2011 

Not past due 253,626 - - 253,626 


Past due 31-120 days 20,428 - - 20,428 


300,175 (3,526) - 296,649 

2010 

Not past due 180,856 - - 180,856 


Past due 31-120 days 1,000 - - 1,000 

Past due more than 120 days 12,568 (10,261) - 2,307 

236,000 (10,261) - 225,739 

135 



cont’d

136 





cont’d 


(a) Credit risk cont’d 

Movement of the allowance accounts are as follows: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

At 1 January 12,706 12,540 10,261 10,261 

Impairment loss recognised 4,844 181 - - 

Impairment loss reversed (7,551) (15) (6,735) - 

At 31 December 9,999 12,706 3,526 10,261 

Receivables that are neither past due nor impaired are creditworthy debtors with good payment records with 

the Group and the Company. None of the Group's and the Company’s receivables that are neither past due nor 

impaired have been renegotiated during the financial year. 

Receivables that are past due but not impaired are related to customers with good track records with the Group 

or those with ongoing transactions or progressive payments. 

(b) Due from contract customers 

Details of the amounts due from and due to contract customers are as follows: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Aggregate costs incurred to date 16,318,388 16,303,087 3,099,525 2,452,377 

Add: Attributable profits 1,022,029 899,955 209,691 171,838 

Less: Foreseeable losses (315) (9,135) - - 

Less: FRS 139 adjustments (13,881) (21,672) - - 

17,326,221 17,172,235 3,309,216 2,624,215 

Less: Progress billings (17,115,132) (17,048,874) (3,296,473) (2,634,544) 

211,089 123,361 12,743 (10,329) 

Represented by: 

Due from contract customers 256,026 249,339 16,765 608 

Due to contract customers (Note 18) (44,937) (125,978) (4,022) (10,937) 

211,089 123,361 12,743 (10,329) 

Contract revenue recognised during the 

financial year (Note 35) 

Contract cost recognised during the financial 

1,124,717 1,395,466 655,631 813,165 

year (Note 36) 951,720 1,155,132 620,221 777,369


(b) Due from contract customers cont’d 



The costs incurred to date on construction contracts include the following charges made during the financial year: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Wages and salaries 

- direct 61,027 41,396 13,918 - 

- seconded 22,106 16,847 - - 

Hiring of machineries 35,477 40,270 170 - 

Rent of premises 980 864 - - 

Depreciation of property, plant and equipment 31,114 48,511 2,716 - 

14. OTHER RECEIVABLES 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Current 

Sundry receivables 63,839 72,975 27,249 7,946 

Deposits 20,261 12,242 1,536 1,321 

Advances to sub-contractors 141,958 114,564 46,393 428 

Prepayments 

Advances to joint venture partners of jointly 

4,470 4,385 622 327 

controlled entities 

Advance profit distribution to non-controlling interest 

65,338 2,732 - 7 

of a foreign subsidiary company 178,418 73,597 - - 

474,284 280,495 75,800 10,029 

Less: Provision for doubtful debts (5,608) (8,348) (3,332) (3,489) 

Non-current 

468,676 272,147 72,468 6,540 

Deposits 11,320 4,929 6,462 - 

Sundry receivables 13,981 13,403 - - 

Advances to sub-contractors 55,520 51,708 - - 

Performance security deposit (Note 51) 180,763 163,926 - - 

261,584 233,966 6,462 - 

730,260 506,113 78,930 6,540 

137 



cont’d

138 





cont’d 

14. OTHER RECEIVABLES cont’d 

At the reporting date, the Group's and the Company's maximum exposure to credit risk is represented by the carrying 

amount of each class of financial assets recognised in the statements of financial position. 

Outstanding advances to sub-contractors in excess of one year as at 31 December 2011 amounted to RM17,232,241 

(2010: RM19,975,533). The Directors, having considered all available information, are of the opinion that these debts 

are collectible in full and require no further provision for doubtful debts. These advances will be recouped through 

deduction from work to be performed by sub-contractors. 

As allowed by the laws of the foreign country, the foreign subsidiary has paid advance profit distribution which will be 

set-off against dividends to be declared in the future. 

Details of sundry receivables of the Group subject to arbitration proceedings are disclosed in Note 51. 

15. DUE FROM/(TO) RELATED PARTIES 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Due from: 

Subsidiaries 

- trade accounts - - 74,423 334 

- current accounts - - 493,620 327,783 

Associates 1,012 4,223 - - 

Jointly controlled entities - - 420,693 536,264 

1,012 4,223 988,736 864,381 

Less: Provision for doubtful debts - - - (120,248) 

1,012 4,223 988,736 744,133 

Due to: 

Current 

Subsidiaries 

- trade accounts - - - (214,462) 

- current accounts - - (164,951) (73,310) 

Jointly controlled entities - - - (24,766) 

Non-current 

Subsidiaries 

- - (164,951) (312,538) 

- trade accounts - - (30,973) - 

- - (195,924) (312,538)

15. DUE FROM/(TO) RELATED PARTIES cont’d 



Further details on related party transactions and information on financial risks are disclosed in Notes 43 and 47 

respectively. 

Balances with related parties are unsecured, bear interest at 5.013% (2010: 5.52%) per annum during the financial 

year, payable on demand and are to be settled in cash. 

16. CASH AND CASH EQUIVALENTS 

Group Company 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Deposits: 

With licensed discount houses 3,001 2,918 3,001 2,918 

With licensed banks 

With a licensed bank held under Finance 

515,428 932,664 440,046 889,902 

Service Reserve Account (a) 3,917 3,938 3,917 3,938 

With licensed banks (restricted) (b) 770 770 - - 

523,116 940,290 446,964 896,758 

Cash and bank balances 17 280,887 222,117 30,136 40,096 

Total cash and cash equivalents 804,003 1,162,407 477,100 936,854 

(a) Designated for the payment of profit element of the unsecured BAIDS as disclosed in Note 25. 

(b) This is negotiable certificate of deposit which has been placed with a licensed bank for bank guarantee facilities 

extended to a joint venture company. 

Deposits with licensed banks of the Group and of the Company amounting to RM22,729,130 (2010: RM18,887,678) 

and RM14,090,283 (2010: RM13,778,290) respectively are pledged to secure banking facilities. 

139 



cont’d

140 





cont’d 

17. CASH AND BANK BALANCES 

Group Company 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Cash and bank balances 151,530 159,871 30,136 40,096 

Cash held under Housing Development 

Accounts (a) 129,357 62,127 - - 

Redemption Account - 119 - - 

280,887 222,117 30,136 40,096 

(a) The cash held under Housing Development Accounts are amounts held pursuant to Section 7A of the Housing 

Developers (Control and Licensing) Act, 1966 and are therefore restricted from use in other operations. 

Other information on financial risks of cash and bank balances are disclosed in Note 47. 

18. TRADE PAYABLES 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Current 

Trade payables 381,681 521,229 9,730 2,844 

Retention sum payable within one year 135,728 155,298 1,864 1,766 

Due to contract customers (Note 13(b)) 44,937 125,978 4,022 10,937 

562,346 802,505 15,616 15,547 

Non-current 

Trade payables 4,066 3,795 - - 

Retention sum payable after one year 85,666 101,381 3,834 - 

89,732 105,176 3,834 - 

Total 652,078 907,681 19,450 15,547 

Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to 90 

days (2010: 30 to 90 days). 

Details of trade payables subject to arbitration proceedings are disclosed in Note 51.

19. OTHER PAYABLES 



Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Current 

Sundry payables 37,535 27,489 3,049 530 

Accruals 49,057 61,129 5,260 8,510 

Provision for foreseeable losses 44,704 44,704 35,767 35,767 

Advances received from customers on contracts 195,708 24,488 166,476 - 

Advances from a minority shareholder of a subsidiary 

Advances from shareholders of jointly controlled 

19,056 19,209 - - 

entities 35,135 37,865 - - 

Others 15,248 13,469 365 548 

396,443 228,353 210,917 45,355 

Non-current 

Sundry payables 195,618 174,710 - - 

Advances received from customers on contracts 140,491 51,831 84,971 - 

336,109 226,541 84,971 - 

732,552 454,894 295,888 45,355 

All amounts due under other payables are unsecured, non-interest bearing and are repayable on demand. All 

amounts are to be settled in cash except for the advances on contracts which will be set off against progress billings to 

customers. 

Details of other payables subject to arbitration proceedings are disclosed in Note 51. 

141 



cont’d

142 





cont’d 

20. BORROWINGS 

Current 

Group Company 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Secured: 

Hire purchase payables 21 13,574 13,523 372 224 

Revolving credits 23 70,000 70,000 - - 

Term loans 24 208,149 66,453 - - 

291,723 149,976 372 224 

Unsecured: 

Bank overdrafts 22 10,636 7,886 2,970 - 

Bankers' acceptances 

Bai Bithaman Ajil Islamic Debt Securities 

23 24,395 18,236 10,473 5,334 

("BAIDS") 25 40,000 30,000 40,000 30,000 

Islamic Serial Redeemable Bonds ("SUKUK") 26 99,305 99,341 99,305 99,341 

Islamic Medium Term Notes ("IMTN") 27 - 200,000 - 200,000 

Non-current 

174,336 355,463 152,748 334,675 

466,059 505,439 153,120 334,899 

Secured: 


Term loans 24 158,363 240,244 - - 

163,053 251,809 266 281 

Unsecured: 

Islamic Medium Term Notes ("IMTN") 

Bai Bithaman Ajil Islamic Debt Securities 

27 100,000 100,000 100,000 100,000 

("BAIDS") 25 - 40,000 - 40,000 

Islamic Serial Redeemable Bonds ("SUKUK") 26 96,194 189,622 96,194 189,622 

Serial Fixed Rate Bonds ("Bonds") 28 558,493 545,991 558,493 545,991 

754,687 875,613 754,687 875,613 

917,740 1,127,422 754,953 875,894

20. BORROWINGS cont’d 

Total borrowings 



Group Company 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 


Bank overdrafts 22 10,636 7,886 2,970 - 

Bankers' acceptances 23 24,395 18,236 10,473 5,334 

Revolving credits 23 70,000 70,000 - - 

Term loans 24 366,512 306,697 - - 

Islamic Medium Term Notes ("IMTN") 27 100,000 300,000 100,000 300,000 

Bai Bithaman Ajil Islamic Debt Securities ("BAIDS") 25 40,000 70,000 40,000 70,000 

Islamic Serial Redeemable Bonds ("SUKUK") 26 195,499 288,963 195,499 288,963 

Serial Fixed Rate Bonds ("Bonds") 28 558,493 545,991 558,493 545,991 

Other information on the borrowings are disclosed in Note 47. 

21. HIRE PURCHASE PAYABLES 

Future minimum lease payments: 

1,383,799 1,632,861 908,073 1,210,793 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Not later than 1 year 14,178 14,476 399 250 

Later than 1 year and not later than 2 years 3,033 11,514 221 236 

Later than 2 years and not later than 5 years 1,868 369 55 58 

Total future minimum lease payments 19,079 26,359 675 544 

Less: Future finance charges (815) (1,271) (37) (39) 

Present value of finance lease liabilities 18,264 25,088 638 505 

143 



cont’d

144 





cont’d 

21. HIRE PURCHASE PAYABLES cont’d 

Analysis of present value of hire purchase payables: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Not later than 1 year 13,574 13,523 372 224 

Later than 1 year and not later than 2 years 2,860 11,203 212 224 

Later than 2 years and not later than 5 years 1,830 362 54 57 

18,264 25,088 638 505 

Less: Amount due within 12 months (13,574) (13,523) (372) (224) 

Amount due after 12 months 4,690 11,565 266 281 

Other information on the hire purchase payables are disclosed in Note 47. 

22. BANK OVERDRAFTS 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Unsecured 10,636 7,886 2,970 - 

The unsecured bank overdrafts of the subsidiary companies are guaranteed by the Company. 

Other information on the bank overdrafts are disclosed in Note 47. 

23. REVOLVING CREDITS AND BANKERS' ACCEPTANCES 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Secured 

Revolving credits 

Unsecured 

70,000 70,000 - - 

Bankers' acceptances 24,395 18,236 10,473 5,334 

94,395 88,236 10,473 5,334 

The revolving credits are secured on the same terms with Term loan I as mentioned in Note 24 and bear interest of 1% 

per annum over the bank's cost of funds. 

Other information on the revolving credits are disclosed in Note 47.

24. TERM LOANS 

Secured 



145 



cont’d 

Group 

2011 2010 

RM'000 RM'000 

Term loan I 117,083 128,156 

Term loan II 199,429 178,541 

Term loan III 50,000 - 

The term loans are repayable as follows: 

366,512 306,697 

Not later than 1 year 208,149 66,453 

Later than 1 year and not later than 2 years 9,454 129,261 

Later than 2 years and not later than 5 years 39,517 31,120 

Later than 5 years 109,392 79,863 

366,512 306,697 

Less: Amount due within 12 months (208,149) (66,453) 

Amount due after 12 months 158,363 240,244 

Term loan I together with the revolving credits as mentioned in Note 23 are secured by way of a fixed charge over the 

freehold land of a subsidiary company and third party debenture on the investment property owned by a subsidiary 

company (the "Mall") as disclosed in Notes 5 and 6. The term loan is also secured by third party legal assignment of all 

the rights, title and benefits of the agreement to lease and the lease agreement of the Mall by the owner of the Mall 

which is a subsidiary company, legal assignment of the lease payment received account, operating account of the Mall 

and car park collection. The subsidiary company must maintain a minimum security cover ratio of 1.43 times of the 

market value of the freehold land and the Mall. The term loan is repayable in monthly instalments over ten years based 

on scheduled repayment commencing from the month after completion of the building in November 2007. This loan 

bears interest of 6.75% (2010: 6.75%) per annum. 

Term loan II is secured by way of a fixed charge over land held for development and investment properties as disclosed 

in Notes 5 and 6. Interest is charged at 0.75% (2010: 0.75%) per annum over the bank's cost of funds. The remaining 

outstanding amount of Term loan II is payable upon issuance of Redeemable Secured Loan Stock. 

Term loan III is secured by way of legal assignment over the hotel. The loan bears interest of 5.75% per annum and 1st 

repayment is to commence on 18 April 2014.

146 





cont’d 

25. BAI BITHAMAN AJIL ISLAMIC DEBT SECURITIES �"BAIDS"� 

The BAIDS are repayable as follows: 

Group/Company 

2011 2010 

RM'000 RM'000 

Not later than 1 year 40,000 30,000 

Later than 1 year and not later than 2 years - 40,000 

40,000 70,000 

The BAIDS are constituted by a Trust Deed dated 11 August 2005 between the Company and the Trustee for the holders 

of the BAIDS. 

The Company issued RM100 million of BAIDS on 29 August 2005. The BAIDS are negotiable non-interest bearing 

secured Primary Bonds together with non-detachable Secondary Bonds. The Primary Bonds were issued in 3 series, 

with maturities commencing from 2010 to 2012. 

Each series of the BAIDS is divided into a specific number of Primary Bonds with face value of RM1,000 each to which 

shall be attached an appropriate number of Secondary Bonds, the face value of which represents the semi-annual 

profit of the bonds. The Secondary Bonds are redeemable every six months commencing six months after the issue 

date. The face value of the Secondary Bonds are computed based on the profit rates specified for each series of the 

Primary Bonds, i.e. from 6.30% to 6.90% per annum. 

The terms of the BAIDS contain various covenants, including the following: 

(i) The Company must maintain a Finance Service Reserve Account ("FSRA") at any time during the tenure of the 

BAIDS which has a minimum balance equivalent to the next 6 months' finance service due under the BAIDS. The 

amount therein may be withdrawn to meet any payment under the BAIDS, provided that the Company shall 

transfer monies into such account within 14 days from such withdrawal to maintain the minimum balance as 

disclosed in Note 16(a). 

(ii) The Company must maintain a Maintenance Reserve Account ("MRA") for an amount equivalent to 50% of the 

principal amount no later than 3 months prior to the respective due dates and an amount equivalent to 100% of 

the principal amount due no later than 1 month from the respective due dates. 

The terms of the Trust Deed prescribed that in the event of default, the outstanding amount of the Primary Bonds and 

the profit element next due will become immediately due and payable. 

26. ISLAMIC SERIAL REDEEMABLE BONDS �"SUKUK"� 

The Islamic Serial Redeemable Bonds ("SUKUK") are constituted by a Trust Deed dated 12 March 2008 between the 

Company and the Trustee for the holders of the SUKUK.

26. ISLAMIC SERIAL REDEEMABLE BONDS �"SUKUK"� cont’d 



The Company issued RM300 million of SUKUK on 26 March 2008 under the Islamic financial principles of Musyarakah 

in 3 series and have tenures of 3, 4 and 5 years with 139,887,452 rights to allotment of warrants on bought deal 

basis to the Primary Subscriber. All the SUKUK were issued in one lump sum at a discount to their nominal value and 

redemption is at the nominal value of SUKUK. 

Upon issuance, the Primary Subscriber detached the provisional rights to allotment of warrants and placed out only 

the SUKUK to secondary investors. The Primary Subscriber or the Offerer offered the provisional rights to the allotment 

of the warrants for sale to the existing shareholders of the Company on the basis of 1 provisional right allotment to 1 

warrant for every 5 WCT shares held on at an offer price of RM0.25 per warrant. 

The profit is 2% per annum and payable semi-annually in arrears commencing 6 months after the issue date. The yield 

to maturity was in the range of 4.90% to 5.20%. The SUKUK are direct, unconditional, unsecured and unsubordinated. 

27. ISLAMIC MEDIUM TERM NOTES �"IMTN"� 

The IMTN are repayable as follows: 

Group/Company 

2011 2010 

RM'000 RM'000 

Not later than 1 year - 200,000 

Later than 1 year and not later than 2 years 100,000 - 

Later than 2 years and not later than 5 years - 100,000 

The IMTN are constituted by a Trust Deed dated 2 April 2008. 

100,000 300,000 

The issuance of the IMTN Programme of up to RM300 million are under the financing principle of Musyarakah. 

The IMTN Programme has a tenure of up to 7 years from the date of the first issuance. IMTN have maturity days of 

more than 1 year and up to 7 years. 

The IMTN may be non-profit bearing or bear profit at a rate determined at the point of issuance. IMTN's profit is 

payable semi-annually in arrears from the date of issue of the IMTN with the last profit payment due on maturity 

dates. 

The IMTN contains a financial covenant to maintain a net gearing ratio of 1.75 times. 

The terms of the Trust Deed prescribe that in the event of default, the outstanding amount of the IMTN and the profit 

element next due will become immediately due and payable. 

147 



cont’d

148 





cont’d 

27. ISLAMIC MEDIUM TERM NOTES �"IMTN"� cont’d 

On 15 April 2008, the Company drawn down RM200 million of the IMTN under the IMTN Programme with the tenure 

of 3 years from issue date. The maturity date of the IMTN is 16 April 2011 and the yield to maturity at issuance date 

was 4.95%. 

On 30 June 2010, the Company drawn down RM100 million of the IMTN under the IMTN Programme with the tenure 

of 3 years from issue date. The maturity date of the IMTN is 28 June 2013 and yield to maturity at issuance date was 

5.10%. 

The IMTN shall have a limit of RM300 million in nominal value and shall be made available to the Issuer based on the 

Islamic principles of Musyarakah. 

28. SERIAL FIXED RATE BONDS �"BONDS"� 

The Bonds are repayable as follows: 

Group/Company 

2011 2010 

RM'000 RM'000 

Later than 1 year and not later than 2 years 293,878 - 

Later than 2 years and not later than 5 years 264,615 545,991 

558,493 545,991 

The Company issued RM600 million of Bonds in December 2010 in 2 series and have tenures of 3 and 5 years with 

157,935,129 rights to allotment of warrants on a bought deal basis to the Primary Subscriber. All the Bonds were issued 

in one lump sum at a discount to their nominal value and redemption is at nominal value of Bonds. 

Upon issuance, the Primary Subscriber detached the provisional rights to allotment of warrants and placed out only 

the Bonds to secondary investors. The Primary Subscriber or the Offeror offered the provisional rights to the allotment 

of the warrants for sale to the existing shareholders of the Company on the basis of 1 provisional right allotment to 1 

warrant for every 5 WCT shares held on at an offer price of RM0.34 per warrant. 

The coupon is 2.5% per annum and payable semi-annually in arrears commencing 6 months after the issue date. The yield 

to maturity was in the range of 4.90% to 5.10%. The Bonds are direct, unconditional, unsecured and unsubordinated.

29. SHARE CAPITAL 



Group/Company 

Number of ordinary 

shares of RM0.50 each Amount 

2011 2010 2011 2010 

'000 '000 RM'000 RM'000 

Authorised: 

At 1 January/31 December 1,400,000 1,400,000 700,000 700,000 

Issued and fully paid: 

At 1 January 786,942 777,712 393,471 388,856 

Share options exercised 15,735 5,931 7,867 2,965 

Conversion of ICPS (Note 30) 1,786 3,297 893 1,649 

Conversion of Warrants 2008/2013 (Note 29(c)) 22 2 11 1 

Conversion of Warrants 2011/2016 (Note 29(d)) 723 - 362 - 

At 31 December 805,208 786,942 402,604 393,471 

(a) Issue of shares 

During the financial year, the Company increased its issued and paid-up ordinary share capital from RM393,470,957 

to RM402,604,102, comprising 805,208,204 ordinary shares of RM0.50 each, by way of: 

(i) issuance of 15,734,960 ordinary shares of RM0.50 each for cash pursuant to the Company’s ESOS at exercise 

price ranging from RM0.61 to RM2.73 per ordinary share. 

(ii) issuance of 1,785,525 ordinary shares of RM0.50 each pursuant to the conversion of 8,927,627 ICPS of 

RM0.10 which was satisfied by surrendering 5 ICPS for each new ordinary share. 

(iii) issuance of 22,374 ordinary shares of RM0.50 each pursuant to the conversion of Warrants 2008/2013 at 

an exercise price of RM2.50 per ordinary share for cash. 

(iv) issuance of 723,432 ordinary shares of RM0.50 each pursuant to the conversion of Warrants 2011/2016 at 

an exercise price of RM2.75 per ordinary share for cash. 


(b) Employee share options scheme ("ESOS") 

The Company's ESOS is governed by the By-Laws which was approved by the shareholders at the Extraordinary 

General Meeting held on 13 March 2002. 

The proposed amendments to the By-Laws of existing ESOS was approved by the shareholders at the Extraordinary 

General Meeting held on 19 October 2005. 

149 



cont’d

150 





cont’d 

29. SHARE CAPITAL cont’d 

(b) Employee share options scheme ("ESOS") cont’d 

The salient features of the ESOS are as follows: 

(i) Subject to the ESOS By-Laws, the maximum number of options granted under the ESOS shall not exceed 

15% of the total issued and paid-up share capital comprising ordinary shares of the Company at any time 

throughout the duration of the scheme which shall be in force for a period of 10 years commencing from 12 

April 2002 (“ESOS Option Period”). 

(ii) Any employee and Directors of the Group shall be eligible to participate in the ESOS if, as at the date of the 

ESOS offer, the employee: 

(aa) has attained the age of 18 years; 

(bb) is employed by and on the payroll of a company within the Group; and 

(cc) has been in the employment of the Group for a period of at least 1 year of continuous service prior to 

and up to the offer date, including service during the probation period, and is confirmed in service. 

The Options Committee may with its power under the ESOS By-Laws, nominate any employee (including 

Executive Directors) of the Group to be an Eligible Employee notwithstanding that the eligibility criteria as 

stated in (b) (ii) (cc) above is not met. 

Subject to the fulfillment of additional eligibility criteria under the ESOS By-Laws, no employee shall 

participate at anytime in more than 1 employee share option scheme implemented by any company within 

the Group. 

(iii) Not more than 50% of the Options available under the ESOS shall be allocated, in aggregate, to Directors 

and Senior Management of the Group. 

(iv) Not more than 10% of the Options available under the ESOS shall be allocated, to any individual Director or 

Eligible Employee who, either individually or collectively through persons connected with the Directors or 

employees, holds 20% or more in the issued and paid-up share capital of the Company. 

(v) The option price for subscription of each share shall be at a discount of not more than 10% from the 

weighted average market price of the Company's shares traded on Bursa Malaysia Securities Berhad for the 

5 market days preceding the date of offer, or the par value of the shares of the Company of RM0.50 each, 

whichever is the higher. 

(vi) Subject to any adjustments that may be made under the ESOS By-Laws, no options shall be granted for less 

than 1,000 shares of the Company but not more than the maximum allowable allotment as set out in the 

ESOS By-Laws. 

(vii) Subject to the ESOS By-Laws, the Options Committee may with its power under the ESOS By-Laws, at any 

time and from time to time, before or after an ESOS Option is granted, limit the exercise of the ESOS Option 

to a maximum number of new shares of the Company and/or such percentage of the total new shares of 

the Company comprised in the ESOS Option during such periods within the ESOS Option Period and impose 

any other terms and/or conditions deemed appropriate by the Options Committee in its sole discretion 

including amending/varying any terms and conditions imposed earlier.





(viii) An ESOS offer may be made upon such terms and conditions as the Options Committee may decide from 

time to time. Each ESOS offer shall be made in writing and is personal to the Eligible Employee and cannot 

be assigned, transferred, encumbered or otherwise disposed off in any manner whatsoever. 

(ix) Subject to the ESOS By-Laws, an ESOS Option can be exercised by the Grantee, by notice in writing to the 

Company in the form prescribed by the Options Committee during the ESOS Option Period in respect of all 

or any parts of the new shares in the ESOS Option. 

The following table illustrates the number and weighted average exercise prices ("WAEP") of, and movements in, 

share options during the financial year: 

Outstanding 

at 

Number of Share Options 

Movement 

During the Year Outstanding at Exercisable at 

1 January Granted (Exercised) (Forfeited) 31 December 31 December 

2011 '000 '000 '000 '000 '000 '000 

Grant date 

Exercise 

Price (1) 

RM 

12 April 2002 1.04 534 - (476) - 57 57 

30 June 2004 1.05 95 - (74) - 21 21 

13 June 2005 0.61 955 - (882) - 73 73 

6 March 2006 0.75 814 - (590) - 224 224 

6 March 2007 1.45 1,341 - (964) - 377 377 

11 June 2007 2.06 848 - (848) - - - 

17 March 2008 2.44 6,731 - (2,405) (144) 4,182 4,182 

5 March 2010 2.00 25,838 - (9,152) (1,153) 15,533 15,533 

10 March 2011 2.73 - 12,305 (343) (1,199) 10,763 10,763 

37,156 12,305 (15,734) (2,496) 31,230 31,230 

WAEP (RM) 2.37 2.73 1.95 2.38 2.29 2.29 

151 



cont’d

152 





cont’d 



The following table illustrates the number and weighted average exercise prices ("WAEP") of, and movements in, 

share options during the financial year: cont’d 

Outstanding 

at 

Number of Share Options 

Movement 

During the Year Outstanding at Exercisable at 

1 January Granted (Exercised) (Forfeited) 31 December 31 December 

2010 '000 '000 '000 '000 '000 '000 

Grant date 

Exercise 

Price 

RM 

12 April 2002 1.24 639 - (105) - 534 534 

30 June 2004 1.25 198 - (103) - 95 95 

13 June 2005 0.73 2,020 - (1,061) (4) 955 396 

6 March 2006 0.89 1,305 - (491) - 814 365 

6 March 2007 1.73 2,451 - (1,100) (10) 1,341 847 

11 June 2007 2.47 848 - - - 848 392 

17 March 2008 2.92 7,209 - (14) (464) 6,731 5,240 

5 March 2010 2.39 - 30,304 (3,057) (1,409) 25,838 4,660 

14,670 30,304 (5,931) (1,887) 37,156 12,529 

WAEP (RM) 2.12 2.39 1.81 2.51 2.37 2.42 

(1) Adjustment to option price following completion of the issuance of Warrants 2011/2016 in accordance with By-Laws.



(i) Details of share options outstanding at the end of the financial year: 



WAEP Exercise period 

RM 

2011 

Date granted 

12 April 2002 1.04 12.04.2002 - 11.04.2012 

30 June 2004 1.05 30.06.2004 - 11.04.2012 

13 June 2005 0.61 13.06.2005 - 11.04.2012 

6 March 2006 0.75 06.03.2006 - 11.04.2012 

6 March 2007 1.45 06.03.2007 - 11.04.2012 

11 June 2007 2.06 11.06.2007 - 11.04.2012 

17 March 2008 2.44 17.03.2008 - 11.04.2012 

05 March 2010 2.00 05.03.2010 - 11.04.2012 

10 March 2011 2.73 10.03.2011 - 11.04.2012 

2010 

Date granted 

12 April 2002 1.24 12.04.2002 - 11.04.2012 

30 June 2004 1.25 30.06.2004 - 11.04.2012 

13 June 2005 0.73 13.06.2005 - 11.04.2012 

6 March 2006 0.89 06.03.2006 - 11.04.2012 

6 March 2007 1.73 06.03.2007 - 11.04.2012 

11 June 2007 2.47 11.06.2007 - 11.04.2012 

17 March 2008 2.92 17.03.2008 - 11.04.2012 

05 March 2010 2.39 05.03.2010 - 11.04.2012 

At 31 December 2011, there are 31,229,712 options exercisable at the WAEP of RM2.29 each. The exercise 

and vesting period is from 12 April 2002 to 11 April 2012. 

(ii) Share options exercised during the financial year 

As disclosed in Note 29(a) options exercised during the financial year resulted in the issuance of 15,734,960 

ordinary shares of RM0.50 each (2010: 5,391,430 ordinary shares of RM0.50 each) at an average share price 

of RM1.95 (2010: RM1.81). The related weighted average share price at the date of exercise was RM3.11 

(2010: RM2.91). 

153 



cont’d

154 





cont’d 



(iii) Fair value of share options granted during the financial year 

The fair value of share options granted during the financial year was estimated using a binomial model, 

taking into account the terms and conditions upon which the options were granted. The fair value of share 

options measured at grant date and the assumptions are as follows: 

10 March 

2011 

5 March 

2010 

17 March 

2008 

11 June 

2007 

6 March 

2007 

6 March 

2006 

13 June 

2005 

Fair value of share options 

at grant date (RM) 0.47 0.79 0.90 3.42 1.90 2.79 2.14 

Weighted average share 

price (RM) 3.08 2.79 3.12 7.40 4.90 3.17 3.43 

Weighted average exercise 

price (RM) 2.73 2.39 2.92 6.57 4.61 2.35 2.69 

Expected volatility (%) 24.88% 44.15% 34.62% 52.51% 52.51% 24.86% 24.86% 

Expected life (years) 1.00 2.10 4.10 4.84 5.10 6.10 6.82 

Risk free rate (%) 2.83% 2.95% 3.41% 3.37% 3.44% 3.67% 3.87% 

Expected dividend yield (%) 3.20% 3.52% 2.34% 1.47% 3.50% 3.80% 4.92% 

The expected life of the share options is based on historical data and is not necessarily indicative of exercise 

patterns that may occur. The expected volatility reflects the assumption that the historical volatility is 

indicative of future trends, which may not necessarily be the actual outcome. No other features of the 

option was incorporated into the measurement of fair value. 

(c) Warrants 2008/2013 

The movement in the warrants during the financial year to take up new ordinary shares of RM0.50 each in the 

Company was as follows: 

Number of 

warrants 

'000 

At 1 January 2010 139,374 

Converted to ordinary shares (2) 

At 31 December 2010 139,372 


At 31 December 2011 139,350


(c) Warrants 2008/2013 cont’d 

The salient terms of the warrants are as follows: 



(i) The warrants was be issued in registered form and constituted by a Deed Poll. For the purpose of trading 

of the warrants on Bursa Securities, a board lot of warrants shall be 100 warrants carrying the right to 

subscribe for 100 ordinary shares of RM0.50 each of the Company; 

(ii) The exercise price of warrants is adjusted from RM3.00 per ordinary share to RM2.50 per ordinary share in 

accordance with the provision of deed poll dated 12 March 2008 to ensure that the status of the holders of 

warrants is not prejudiced as a result of the issuance of Warrants 2011/2016; 

(iii) The exercise price is RM2.50 per ordinary share of RM0.50 each of the Company and each warrant will 

entitle the registered holder to subscribe for 1 new ordinary share of the Company during the exercise 

period; 

(iv) The exercise period is for a period of 5 years commencing on and including the date of allotment of the 

warrants. Warrants not exercised during the exercise period will thereafter lapse and cease to be valid; 

(v) The new ordinary shares to be issued pursuant to the exercise of the warrants will, upon allotment and 

issue, rank pari passu in all respects with the then existing ordinary shares of the Company, save and except 

that the holders of the new ordinary shares of the Company shall not be entitled to any dividends, rights, 

allotments and/or other distributions, the entitlement date of which is on or before the date of allotment 

of the ordinary shares of the Company pursuant to the exercise of the warrants; 

(vi) The warrants are constituted under a Deed Poll executed on 12 March 2008; 

(vii) In the case of a members’ voluntarily winding up, or a compromise or arrangement between the Company 

and its members or any class of them (whether or not in connection with a scheme for reconstruction or 

amalgamation), every warrant holder as evidenced in the Record of Depositors shall be treated as having 

the right to subscribe for new ordinary shares of the Company in accordance with the terms and conditions 

of the Deed Poll, at any time within 6 weeks after passing of such resolution for a members’ voluntarily 

winding up of the Company, or within 6 weeks after the granting of the court order in respect of the 

compromise or arrangement; and 

(viii) The warrant holders are not entitled to any voting rights or to participate in any distribution and/or offer 

of further securities in the Company until and unless such warrant holders exercise their warrants for new 

ordinary shares of the Company. 

155 



cont’d

156 





cont’d 


(d) Warrants 2011/2016 

The movement in the warrants during the financial year to take up new ordinary shares of RM0.50 each in the 

Company was as follows: 

Number of 

warrants 

'000 

At 1 January 2011 - 

Allotted during the year 157,935 


At 31 December 2011 157,212 


(i) The warrants was issued in registered form and constituted by a Deed Poll. For the purpose of trading of the 

warrants on Bursa Securities, a board lot of warrants shall be 100 warrants carrying the right to subscribe 

for 100 ordinary shares of RM0.50 each of the Company; 

(ii) The exercise price is RM2.75 per ordinary share of RM0.50 each of the Company and each warrant will 


period; 

(iii) The exercise period is for a period of 5 years commencing on and including the date of allotment of the 


(iv) The new ordinary shares to be issued pursuant to the exercise of the warrants will, upon allotment and 



allotments and/or other distributions, the entitlement date of which is on or before the date of allotment 

of the ordinary shares of the Company pursuant to the exercise of the warrants; 

(v) The warrants are constituted under a Deed Poll executed on 13 December 2010; 

(vi) In the case of a members’ voluntarily winding up, or a compromise or arrangement between the Company 







(vii) The warrant holders are not entitled to any voting rights or to participate in any distribution and/or offer 


ordinary shares of the Company.

30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES �"ICPS"� 



Group/Company 

Number of preference 

shares of RM0.10 each Amount 

2011 2010 2011 2010 

'000 '000 RM'000 RM'000 

Authorised: 

At 1 January/31 December 1,000,000 1,000,000 100,000 100,000 

Issued and fully paid: 

At 1 January 20,692 37,176 2,069 3,718 

Converted to ordinary shares (Note 29) (8,928) (16,484) (893) (1,649) 

At 31 December 11,764 20,692 1,176 2,069 

A total of 504,657,950 5 years 13.5% non-cumulative ICPS of RM0.10 each at an issue price of RM0.30 per ICPS have 

been issued and listed on Bursa Securities on 9 August 2007. 

The main features of the ICPS are as follows: 

(a) ICPS was issued in registered form and denominated in multiples of RM0.10 each; 

(b) ICPS have a tenure of 5 years commencing from and inclusive of the date of issue; 

(c) ICPS carry non-cumulative preferential dividend rate of 13.5% (gross) per annum calculated based on the nominal 

value of RM0.10 per ICPS. Payment of dividend is at the option of the Company; 

(d) ICPS dividend is payable on the market day immediately before the ICPS anniversary date and if such anniversary 

date falls on a date which is not a market day, then the next market day. Market day is defined as any day on 

which Bursa Securities are open for trading of securities; 

(e) The registered holder of the ICPS has the right to convert the ICPS at the conversion price into new ordinary 

shares of the Company at any time from the date of listing up to and including the maturity date of the ICPS; 

(f) The conversion price shall be satisfied by surrendering 10 ICPS for each new ordinary shares of the Company; 

(g) The ICPS are unsecured and shall rank pari passu amongst all ICPS in all respects and without discrimination or 

preference. The ICPS shall rank in priority to the ordinary shares of the Company in the event of the winding-up/ 

liquidation of the Company of which each ICPS confers upon its holders upon a winding-up/liquidation: 

(i) the right to payment in cash of the capital then paid-up on it, in priority to any other class of shares in the 

capital of the Company; and 

(ii) the right (in priority to payment of any dividend to any other class of shares in the capital of the Company) 

to any declared and unpaid dividend in respect of the ICPS prior to the issue of a court order to wind up the 

Company. 

157 



cont’d

158 





cont’d 

30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES �"ICPS"� cont’d 

(h) ICPS shall carry no right to vote at any general meeting of the Company except for the following matters: 

(i) reducing the Company’s share capital; 

(ii) winding-up the Company or during the winding-up of the Company; or 

(iii) sanctioning a disposal of the whole of the Company’s property, business and undertaking; or 

(iv) where any resolution to be submitted to the meeting directly affects their rights and privileges; or 

(v) when the dividend or part of the dividend on the ICPS is in arrears for more than 6 months. 

(i) The ICPS is non-redeemable and unless previously converted, all ICPS will be mandatorily converted by the 

Company into new ordinary shares of the Company at the conversion price on the maturity date of the ICPS; 

(j) The new ordinary shares to be issued upon conversion of the ICPS will upon allotment and issue, rank pari passu 

in all respects with the existing ordinary shares of the Company; and 

(k) Subsequent to the share split of the Company, the conversion price shall be satisfied by surrendering 5 ICPS for 

each new ordinary share of the Company. 

31. SHARE PREMIUM 

Group/Company 

2011 2010 

RM'000 RM'000 

Non-distributable 

At 1 January 379,869 369,256 

Arising from share options exercised 22,756 7,756 

Arising from conversion of warrants 1,673 4 

Transfer within reserve arising from ESOS exercised 9,659 2,852 

Transfer within reserve arising from warrants exercised 249 1 

At 31 December 414,206 379,869

32. RESERVES 



Group 

(Restated) 

Company 

2011 2010 2011 2010 

Note RM'000 RM'000 RM'000 RM'000 

Non-distributable 

Revaluation reserve (a) 20,653 7,935 2,416 2,416 

Other reserve 476 476 - - 

Capital reserve (b) 2,846 2,846 - - 

Equity compensation reserve (c) 16,655 16,224 16,655 16,224 

Exchange reserve (d) (90,305) (85,730) - - 

Warrants reserve (e) 87,782 34,688 87,782 34,688 

38,107 (23,561) 106,853 53,328 

Distributable 

General reserve (f) 1,438 2,616 - - 

Retained profits (g) 603,983 501,914 57,125 37,432 

The nature and purpose of each category of reserves are as follows: 

(a) Revaluation reserve 

605,421 504,530 57,125 37,432 

643,528 480,969 163,978 90,760 

The revaluation reserve of the Group and of the Company is used to record changes in fair values of certain 

freehold land and buildings. 

(b) Capital reserve 

Capital reserve of the Group arose from bonus issue of subsidiaries. 

(c) Equity compensation reserve 

The equity compensation reserve of the Group and of the Company represents the equity-settled share options 

granted to employees. This reserve is made up of the cumulative value of services received from employees 

recorded on grant of share options. 

(d) Exchange reserve 

The exchange reserve is used to record exchange differences arising from the translation of the financial statements 

of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It 

is also used to record the exchange differences arising from monetary items which form part of the Group’s net 

investment in foreign operations, where the monetary item is denominated in either the functional currency of 

the reporting entity or the foreign operation. 

159 



cont’d

160 





cont’d 

32. RESERVES cont’d 

(e) Warrant reserve 

The proceeds from the issue of warrants, net of issue costs, were credited to warrant reserve account which 

is non-distributable. Warrant reserve will be transferred to the share premium accounts upon the exercise of 

warrants and the warrant reserve in relation to the unexercised warrants on the expiry date of the exercise period 

will be transferred to retained earnings. 

(f) General reserve 

(i) Under the provisions of the Bahrain Commercial Companies Law, a statutory reserve equivalent to 10% of 

the subsidiary's net profit before appropriations is required to be transferred to a non-distributable reserve 

account until no less than 50% of the share capital. 

(ii) Under the provisions of the India Companies Act, 1956, a statutory reserve equivalent to a certain percentage 

of the subsidiary's net profit before appropriation is required to be transferred to a non-distributable reserve 

account before any dividend can be declared or paid. 

(g) Retained profits 

Proposed dividend Amount to be transferred to statutory reserve 

~ Exceeds 10% but less than 12.5% of paid-up capital Not less than 2.5% of current profits 

~ Exceeds 12.5% but less than 15% of paid-up capital Not less than 5% of current profits 

~ Exceeds 15% but less than 20% of paid-up capital Not less than 7.5% of current profits 

~ Exceeds 20% of paid-up capital Not less than 10% of current profits 

Prior to 1 January 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance 

Act, 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend 

paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of 

the shareholders ("single tier system"). However, there will be a transitional period of 6 years, expiring on 31 

December 2013, to allow companies to pay franked dividends to their shareholders under limited circumstances. 

Companies also have an irrevocable option to disregard the Section 108 balance and opt to pay dividends under 

the single tier system. The change in the tax legislation also provides for the Section 108 balance to be locked-in 

as at 31 December 2007, in accordance with Section 39 of the Finance Act, 2007. 

The Company did not elect for the irrevocable option to disregard the Section 108 balance. Accordingly, during 

the transitional period, the Company can utilise the credit in the Section 108 balance as at 31 December 2007, to 

distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act, 2007. 

As at 31 December 2010, the Company has sufficient credit in the Section 108 balance to frank dividends out of 

its entire retained earnings. 

The Company's Section 108 balance as at 31 December 2011 of RM8,230,858 will be utilised for the proposed 

final dividend payment of 3.0 sen per ordinary share of RM0.50 each less tax at 25%. The Company will elect 

for the irrevocable option to disregard the remaining Section 108 balance subsequent to the declaration and 

payment of final dividend for the financial year ended 31 December 2011. 

The Company may distribute dividends out of its entire retained earnings as at 31 December 2011 under the 

single tier system.

33. NON�CONTROLLING INTEREST 



Group 

2011 2010 

RM'000 RM'000 

At 1 January 275,150 233,012 

Share of profit for the financial year 506 68,491 

Revaluation decrease of freehold land and building (875) - 

Exchange differences 7,805 (26,353) 

At 31 December 282,586 275,150 

34. DEFERRED TAXATION 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

At 1 January 18,165 (10,059) 365 (1,638) 

Recognised in the income statement (Note 40) 5,025 28,224 (754) 2,003 

Recognised in equity 3,491 - - - 

At 31 December 26,681 18,165 (389) 365 

Presented after appropriate offsetting as follows: 

Deferred tax assets (23,624) (7,219) (389) - 

Deferred tax liabilities 50,305 25,384 - 365 

26,681 18,165 (389) 365 

161 



cont’d

162 





cont’d 

34. DEFERRED TAXATION cont’d 

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are 

as follows: 

Deferred tax liabilities of the Group: 

Land held for 

property 

development 

and property 

development 

costs Revaluation 

Accelerated 

capital 

allowances Total 

RM'000 RM'000 RM'000 RM'000 

At 1 January 2010 (1,416) (1,998) 15,937 12,523 

Recognised in the income statement 1,112 11,700 8,640 21,452 

At 31 December 2010 (304) 9,702 24,577 33,975 


Recognised in equity - 3,491 - 3,491 

At 31 December 2011 834 16,458 27,712 45,004 

Deferred tax assets of the Group: 

Provision for 

foreseeable 

losses 

Other 

payables 

Unused tax 

losses and 

unabsorbed 

capital 

allowances Total 

RM'000 RM'000 RM'000 RM'000 

At 1 January 2010 (2,260) (4,622) (15,701) (22,583) 


At 31 December 2010 (1,077) (2,723) (12,010) (15,810) 

Recognised in the income statement 999 (1,745) (1,767) (2,513) 

At 31 December 2011 (78) (4,468) (13,777) (18,323)

34. DEFERRED TAXATION cont’d 



The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are 

as follows: cont’d 

Deferred tax liabilities of the Company: 

163 

Accelerated 

capital 

allowances 

RM'000 

At 1 January 2010 91 

Recognised in the income statement 274 

At 31 December 2010 365 

Recognised in the income statement (134) 

At 31 December 2011 231 

Deferred tax assets of the Company: 



cont’d 

Unused tax 

losses and 

unabsorbed 

capital 

allowances 

Other 

payables Total 

RM'000 RM'000 RM'000 

At 1 January 2010 (1,073) (656) (1,729) 

Recognised in the income statement 1,073 656 1,729 

At 31 December 2010 - - - 

Reversed in the income statement - (620) (620) 

At 31 December 2011 - (620) (620)

164 





cont’d 

35. REVENUE 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Contract revenue on civil engineering and road 

construction works (Note 13(b)) 1,124,717 1,395,466 655,631 813,165 

Dividend income - - 33,405 86,175 

Management fees 335 1,424 11,660 5,946 

Sale of development properties 266,800 195,781 - - 

Sale of goods 81,762 45,970 - - 

Sale of properties held for sale 12,664 35,264 - - 

Sale of stock properties 999 1,074 - - 

Rental income 26,077 26,935 - - 

Car park income 4,139 3,940 - - 

Hotel income 21,096 2,647 - - 

36. COST OF SALES 

1,538,589 1,708,501 700,696 905,286 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Construction contract costs (Note 13(b)) 951,720 1,155,132 620,221 777,369 

Cost of development properties sold (Note 5(b)) 191,811 141,790 - - 

Cost of goods sold 77,703 45,177 - - 

Cost of properties held for sale 9,025 20,393 - - 

Cost of maintenance of investment properties 2,885 3,081 - - 

Cost of services provided 1,684 292 1,684 292 

Cost incurred on car park operation 2,191 1,954 - - 

Share of defaulting partners loss of MCH JV - 10,207 - - 

Cost of sales - hotel 4,594 611 - - 

1,241,613 1,378,637 621,905 777,661

37. OTHER OPERATING INCOME/�LOSS� 



Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Interest 22,545 10,356 36,676 24,497 

Unrealised gain/(loss) on foreign exchange 29,035 (13,038) 28,614 (25,207) 

Rental 1,890 1,946 - - 

Gain on disposal of property, plant and equipment 811 110 174 430 

Gain on disposal of investment properties 495 300 - - 

Gain on disposal of stock properties 1,452 408 1,452 408 

Realised loss on foreign exchange (23,625) (19,171) (17,612) (18,993) 

Fair value gain on investment properties (Note 6) 14,260 46,793 - - 

Finance income/(expense) from loan and receivables 9,310 11,317 (1,796) (1,275) 

Sale of scaffolding 152 1,179 - - 

Insurance claim 943 4,743 1 3 

Write back of provision for doubtful debts 7,551 184 6,735 - 

Gain on dissolution of a jointly controlled entity - - 26,965 - 

Others 4,630 16,498 191 14,788 

69,449 61,625 81,400 (5,349) 

165 



cont’d

166 





cont’d 

38. FINANCE COSTS 

Interest expense 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

- term loans 

- less: Amount capitalised under property 

18,316 15,511 - - 

development costs 

- less: Amount capitalised under investment 

(2,914) (2,355) - - 

properties (4,754) (3,230) - - 

10,648 9,926 - - 

-profit on BAIDS 4,069 5,998 4,069 5,998 

- interest on Bonds 14,959 164 14,959 164 

- bank overdrafts 328 347 104 166 

- bankers' acceptances 1,008 632 - - 

- revolving credits 3,054 2,881 - - 

- hire purchase 1,078 1,693 42 34 

-profit on IMTN 7,941 12,471 7,941 12,471 

- accretion of profit on SUKUK 6,537 8,430 6,537 8,430 

- accretion of interest on Bonds 12,318 136 12,318 136 

-profit on SUKUK 4,452 6,000 4,452 6,000 

- others 269 1,682 543 455 

66,661 50,360 50,965 33,854

39. PROFIT BEFORE TAXATION 

(a) The following amounts have been included in 

arriving at profit before taxation: 

Auditors' remuneration 



Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

- statutory 549 573 217 106 

- under/(over) provision in prior years 69 (13) 57 (20) 

- others - 66 - 6 

Rental of premises and motor vehicles 1,816 1,853 817 704 

Depreciation of property, plant and equipment 9,104 16,329 1,149 1,466 

Bad debts written off 

Provision for doubtful debts 

114 - - 50 

- third parties 4,844 228 - - 

Property, plant and equipment written off - 31 - - 

Write down in value of properties stock (Note 12) 

Impairment loss on 

- 903 - 903 

- other investment 

Revaluation deficit on property, plant and 

54 - - - 

equipment 

Direct expenses (including repair and 

maintenance) attributable to 

- 200 - - 

- income generating investment properties 

Provision for foreseeable losses for contract work 

4,360 3,700 - - 

in progress 795 21,147 - - 

Provision for building maintenance - 82 - - 

167 



cont’d

168 





cont’d 

39. PROFIT BEFORE TAXATION cont’d 

(b) Employee benefits expense 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Staff costs (excluding Directors) 

- wages and salaries 34,061 31,611 4,294 4,116 

Social security costs 366 317 12 13 

Employees' Provident Fund 4,441 3,715 459 359 

Bonus and ex-gratia 6,193 3,421 533 121 

ESOS expenses 10,090 10,959 2,748 3,175 

Other staff related expenses 6,312 14,859 2,534 7,802 

(c) Directors' remuneration 

In respect of Company's Directors: 

61,463 64,882 10,580 15,586 

Executive 

Salaries and other emoluments 4,046 3,780 4,046 3,780 

Fees 114 120 54 60 

Bonus 3,542 1,115 3,542 1,115 

Employees' Provident Fund 675 588 675 588 

Perquisite ESOS/Staff discount 384 96 384 96 

Benefits-in-kind 171 211 163 203 

8,932 5,910 8,864 5,842 

Non-executive 

Salaries and other emoluments 130 128 130 128 

Fees 144 144 144 144 

Perquisite ESOS/Staff discount 100 - 100 - 

Benefits-in-kind 20 31 20 31 

394 303 394 303 

Total 9,326 6,213 9,258 6,145


(c) Directors' remuneration cont’d 

In respect of subsidiaries' Directors: 

Executive 



Group 

2011 2010 

RM'000 RM'000 

Salaries and other emoluments 1,469 1,525 

Fees 75 84 

Bonus 442 390 

Employees' Provident Fund 230 230 

Perquisite ESOS/Staff discount 175 25 

Benefits-in-kind 84 79 

2,475 2,333 

Non-executive 

Fees 12 12 

Total 2,487 2,345 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Analysis of Company's Directors' remuneration 

excluding benefits-in-kind: 

Executive Directors' remuneration 8,761 5,699 8,701 5,639 

Non-executive Directors' remuneration 374 272 374 272 

Total Directors' remuneration 9,135 5,971 9,075 5,911 

169 



cont’d

170 





cont’d 


(c) Directors' remuneration cont’d 

The number of Directors of the Company whose total remuneration during the financial year fell within the 

following bands is analysed below: 


Executive 

directors 

Group Company 

Non- 

executive 


Executive 


Non- 

executive 


RM100,001 - RM150,000 - 2 - 2 

RM150,001 - RM200,000 - 1 - 1 

RM850,001 - RM900,000 - - 1 - 

RM900,001 - RM950,000 2 - 1 - 

RM1,000,001 - RM1,050,000 1 - 1 - 

RM1,550,001 - RM1,600,000 1 - 1 - 

RM4,400,001 - RM4,450,000 - - 1 - 

RM4,450,001 - RM4,500,000 1 - - - 


5 3 5 3 

RM50,001 - RM100,000 - 2 - 2 

RM100,001 - RM150,000 - 1 - 1 

RM650,001 - RM700,000 1 - 1 - 

RM750,001 - RM800,000 1 - 1 - 

RM1,000,001 - RM1,050,000 1 - 1 - 

RM1,300,001 - RM1,350,000 1 - 1 - 

RM1,850,001 - RM1,900,000 - - 1 - 

RM1,900,001 - RM1,950,000 1 - - - 

5 3 5 3

40. TAXATION 

Tax expense for the year 



Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

- Malaysian income tax 37,992 19,599 7,697 9,847 

Under provided in prior years 

- Malaysian income tax 1,592 126 421 146 

Deferred taxation (Note 34) 

39,584 19,725 8,118 9,993 

Relating to origination and reversal of temporary 

differences 6,697 27,407 55 1,239 

(Over)/Underprovided in prior years (1,672) 817 (809) 764 

5,025 28,224 (754) 2,003 

44,609 47,949 7,364 11,996 

Domestic current income tax is calculated at the statutory tax rate of 25% (2010: 25%) of the estimated assessable 

profit for the financial year. 

Taxation expenses for other jurisdictions are calculated at the rates prevailing in the respective jurisdictions. 

171 



cont’d

172 





cont’d 

40. TAXATION cont’d 

A reconciliation of income tax expenses applicable to profit before taxation at the statutory income tax rate to income 

tax expense at the effective income tax rate of the Group and of the Company respectively are as follows: 

Group 

2011 2010 

RM'000 RM'000 

Profit before taxation 207,538 266,771 

Taxation at Malaysian statutory tax rate of 25% (2010: 25%) 51,885 66,693 

Effect of zero tax rates in foreign countries (2,448) (33,485) 

Effect of share of results of associates (4,111) (3,974) 

Income not subject to tax (16,628) (11,181) 

Expenses not deductible for tax purposes 15,991 22,574 

Deferred tax assets not recognised during the year - 6,379 

(Over)/Underprovision of deferred tax in prior years (1,672) 817 

Underprovision of income tax in prior years 1,592 126 

Tax expense for the financial year 44,609 47,949 

Company 

Profit before taxation 87,411 29,627 

Taxation at Malaysian statutory tax rate of 25% (2010: 25%) 21,853 7,407 

Effect of zero tax rates in foreign branches (1,326) (5,732) 

Income not subject to tax (18,805) (14,251) 

Expenses not deductible for tax purposes 6,030 23,662 

(Over)/Underprovision of deferred tax in prior years (809) 764 

Underprovision of income tax in prior years 421 146 

Tax expense for the financial year 7,364 11,996

41. EARNINGS PER SHARE 

(i) Basic 



Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of 

the Company by the weighted average number of ordinary shares in issue during the financial year. 

Group 

(Restated) 

2011 2010 

RM'000 RM'000 

Profit attributable to ordinary equity holders of the Company 162,423 150,331 

Weighted average number of ordinary shares in issue 802,692 787,915 

Basic earnings per share (sen) 20.23 19.08 

(ii) Fully diluted 

For the purpose of calculating diluted earnings per share, the profit for the financial year attributable to ordinary 

equity holders of the Company and the weighted average number of ordinary shares in issue during the financial 

year which have been adjusted for the dilutive effects of the share options granted to employees and warrants. 

Group 

(Restated) 

2011 2010 

RM'000 RM'000 

Profit attributable to ordinary equity holders of the Company 162,423 150,331 

Weighted average number of shares in issue and issuable 

Effect of dilution: 

802,692 787,915 

Shares options 7,424 7,188 

Warrants 18,857 - 

Adjusted weighted average number of ordinary shares in issue and issuable 828,973 795,103 

Diluted earnings per share (sen) 19.59 18.91 

For year 2010, the conversion of Warrants 2008/2013 (conversion price pre-determined at RM3.00 per ordinary 

share) into ordinary shares is anti-dilutive, and hence excluded in the calculation of diluted earnings per share. 

The calculation also excludes the dilution effects from the issuance of the new Warrants 2011/2016 attached with 

the RM600 million serial fixed rate bonds. 

173 



cont’d

174 





cont’d 

41. EARNINGS PER SHARE cont’d 

(ii) Fully diluted cont’d 

42. DIVIDENDS 

There have been no other transactions involving ordinary shares between reporting date and the date of 

completion of these financial statements except for the new ordinary shares issued as detailed in Note 50 (i). 

Recognised during the year: 

Dividends in respect of year 

Dividends 

recognised in year 

2011 2010 2009 2011 2010 

RM'000 RM'000 RM'000 RM'000 RM'000 

Final dividend of 5.0 sen per share less 

25% tax, on 783,034,420 ordinary 

shares of RM0.50 each (3.75 sen per 

ordinary share) paid on 1 June 2010 - - 29,364 - 29,364 

Dividend of 13.5% per ICPS on 

22,732,916 ICPS of RM0.10 each 

paid on 6 August 2010 - 307 - - 307 

Interim dividend of 5.0 sen per share 

less 25% tax, on 783,999,941 

ordinary shares of RM0.50 each 

(3.75 sen per ordinary share) paid 

on 23 September 2010 - 29,400 - - 29,400 

Final dividend of 5.0 sen per share less 

25% tax, on 798,546,603 ordinary 

shares of RM0.50 each (3.75 sen per 

ordinary share) paid on 6 June 2011 - 29,945 - 29,945 - 

Dividend of 13.5% per ICPS on 

18,211,455 ICPS of RM0.10 each 

paid on 5 August 2011 246 - - 246 -

42. DIVIDENDS cont’d 

Recognised during the year: cont’d 

Dividends in respect of year 



Dividends 

recognised in year 

2011 2010 2009 2011 2010 

RM'000 RM'000 RM'000 RM'000 RM'000 

Interim dividend of 5.0 sen per share 

less 25% tax, on 804,344,872 

ordinary shares of RM0.50 each 

(3.75 sen per ordinary share) paid 

on 19 September 2011 30,163 - - 30,163 - 

Proposed for approval at AGM (not 

recognised as at 31 December): 

Final dividend for 2011: 3.0 sen per 

share less 25% tax and tax exempt 

dividend of 1.5 sen per share on 

805,208,204 ordinary shares of 

RM0.50 each (3.75 sen per ordinary 

share) 30,195 - - - - 

60,604 59,652 29,364 60,354 59,071 

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2011 

of 3.0 sen per ordinary share of RM0.50 each less tax at 25% and a final tax exempt dividend of 1.5 sen per ordinary 

share of RM0.50 each will be proposed for shareholders' approval. The total net final dividend as recommended will 

be 3.75 sen per ordinary share of RM0.50 each (2010: total net final dividend of 3.75 sen per ordinary share of RM0.50 

each). 

The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved 

by the shareholders, will be accounted for in the shareholders' equity as an appropriation of retained profits in the next 

financial year ending 31 December 2012. 

175 



cont’d

176 





cont’d 

43. RELATED PARTY DISCLOSURES 

(a) The Group and the Company had the following transactions with related parties during the financial year: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Contract revenue from a subsidiary - - - 1,790 

Contract cost payable to a subsidiary 

Purchase of property, plant and equipment 

- - 436,182 741,944 

from a subsidiary 

Purchase of property, plant and equipment 

- - 1,141 6,816 

from a jointly controlled entity 

Rent expense payable to a company related to a 

- 865 - - 

Director of the Company 440 412 - - 

Management fee receivable from subsidiaries - - 10,990 3,097 

Gross dividend receivable from subsidiaries - - 33,405 86,175 

Interest receivable from subsidiaries - - 18,807 17,482 

Repayment from jointly controlled entities - - 90,805 140,337 

The above transactions were transacted at terms and conditions similar to those which were offered to/(by) 

unrelated parties except for management fees which were mutually agreed between the parties concerned. 

Balances due from/(to) these parties are detailed in Note 15 to the financial statements. 

(b) Compensation of key management personnel 

The Company defines key management personnel as its Directors whose remunerations are detailed in Note 

39(c) to the financial statements. 

44. OPERATING LEASE ARRANGEMENTS 

(a) The Group as lessee 

The Group has entered into non-cancellable operating lease agreements for the use of land and buildings. These 

leases have an average life of between 1 and 3 years with no renewal or purchase option included in the contracts. 

There are no restrictions placed upon the Group by entering into these leases.

44. OPERATING LEASE ARRANGEMENTS cont’d 

(a) The Group as lessee cont’d 



The future aggregate minimum lease payments under non-cancellable operating leases contracted for as at the 

statements of financial position but not recognised as liabilities, are as follows: 

Future minimum rental payments: 

Group 

2011 2010 

RM'000 RM'000 


Later than 1 year and not later than 5 years 873 410 

2,165 1,576 

The lease payments and rent capitalised under construction contracts during the financial year are disclosed in 

Note 13(b). 

(b) The Group as lessor 

The Group has entered into non-cancellable operating lease agreements on its investment properties portfolio. 

These leases have remaining non-cancellable lease terms of between 1 and 26 years. Certain leases have auto 

renewal option of 2 years included in the contracts. 

The future minimum lease payments receivable under non-cancellable operating leases contracted for as at the 

statements of financial position but not recognised as receivables, are as follows: 

Future minimum rental receivables: 

Group 

2011 2010 

RM'000 RM'000 


Later than 1 year and not later than 5 years 196,022 98,028 

Later than 5 years 24,157 47,713 

279,810 172,922 

Rental income earned from these investment properties, including contingent rent recognised in the consolidated 

income statement during the financial year is disclosed in Notes 35 and 37. 

177 



cont’d

178 





cont’d 

45. COMMITMENT 

Approved and not contracted for: 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Property, plant and equipment - 74,242 - - 

Approved and contracted for: 

Property, plant and equipment 16,649 70,516 - - 

Land 86,081 - - - 

Investment 

Share of capital commitment of jointly controlled 

540,252 42,531 - - 

entities 37,871 37,871 37,871 37,871 

46. CONTINGENT LIABILITIES 

680,853 225,160 37,871 37,871 

Company 

2011 2010 

RM'000 RM'000 

(a) (i) Corporate guarantees given to trade suppliers and financial institutions for 

credit facilities granted to subsidiaries: 

- trade suppliers 57,500 58,200 

- financial institutions 757,732 558,869 

815,232 617,069 

(ii) Other guarantees 15,400 15,880 

830,632 632,949 

As at reporting date, no values are ascribed on these guarantees provided by the Company to secure 

banking facilities described above as the directors regard the value of the credit enhancement provided 

by these guarantees as minimal and the probability of default, based on historical track records of the 

parties receiving the guarantees are remote. 

Other guarantees refer to guarantees given to a partner of jointly controlled entity and a contract 

customer to secure the performance of the Company's obligation for the joint venture work, including 

the obligation to repay any funding requirements.

46. CONTINGENT LIABILITIES cont’d 



Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

(b) Performance, advance payment and tender 

guarantee granted to: 

- clients 606,301 731,255 606,301 656,236 

- clients of subsidiaries 

- clients of unincorporated jointly controlled 

150,852 26,566 17,484 26,566 

entities 159,469 267,392 159,469 267,392 

- others 6,884 5,715 - - 

923,506 1,030,928 783,254 950,194 

As at reporting date, no values are ascribed on these guarantees provided by the Company for the purpose described 

above as the directors regard the value of the credit enhancement provided by these guarantees as minimal and the 

probability of default, based on historical track records of the parties receiving the guarantees are remote. 

(c) Letters of credit utilised by 

- subsidiaries - 1,020 - - 

(d) Tax matters under appeal by 

- a subsidiary 3,509 2,940 - - 

- an associate - 2,775 - - 

3,509 5,715 - - 

(e) On 4 March 2010, Bahrain Asphalt Establishment B.S.C. (Closed) (known hereinafter as BAE) served a Request for 

Arbitration against Gamuda Berhad ("Gamuda") (as the 1st Respondent), WCT Berhad (as the 2nd Respondent) 

and Gamuda-WCT Joint Venture, Qatar (the "Gamuda-WCT JV") (as the 3rd Respondent) to refer certain alleged 

disputes to arbitration. The Gamuda-WCT JV entered into a subcontract with BAE on 21 February 2006 (the "subcontractors") 

whereby BAE was appointed as the sub-contractor for works known as the granular sub-base and 

flexible pavement works (“Subcontract Works”) for the JV’s project known as “Dukhan Highway From Shahaniya 

to Zekreet" which involved the construction of a 43km new highway from Shahaniya to Zekreet, in Qatar, the 

construction of which has already been completed. 

By its Statement of Claim, BAE is claiming from the Respondents jointly and severally, a total quantified sum of 

approximately QAR144.7 million (or approximately RM122.5 million) in respect of alleged prolongation, escalation 

and delays to the Subcontract Works, compensation for additional costs in respect of the prohibition of use of 

materials, damages in alleged non-compliant materials supplied as well as further unquantified sums including 

for legal costs, arbitration costs and interests (collectively referred to as “Claims”). 

On 5 February 2012, the respective parties claims were amended, total quantified sum of BAE claims increased 

to QAR148 million (or approximately RM125.8 million) and the respondents counterclaim were revised to QAR63 

million (or approximately RM53.6 million). 

179 



cont’d

180 





cont’d 

46. CONTINGENT LIABILITIES cont’d 

(e) The Arbitration Tribunal to resolve the dispute above has been duly constituted with the appointment of the 

Tribunal Chairman and the respective Co-Arbitrators by the International Chamber of Commerce (“ICC”) and 

the evidentiary hearing has now been concluded and is now pending the issuance of the Tribunal’s decision and 

award. 

47. FINANCIAL INSTRUMENTS 

(a) Financial risk management objectives and policies 

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for 

the development of the Group’s businesses whilst managing its interest rate risks (both fair value and cash flow), 

foreign currency risk, liquidity risk and credit risk. The Board reviews and agrees policies for managing each of 

these risks and they are summarised below. 

(b) Interest rate risk 

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of 

changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will 

fluctuate due to changes in market interest rates. The Group’s income and operating cash flows are substantially 

independent of changes in market interest rates. The Group’s interest-bearing financial assets are mainly short 

term in nature and have been mostly placed in fixed deposits. 

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates 

expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value 

interest rate risk. The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate 

borrowings. 

Sensitivity analysis for interest rate risk 

At the reporting date, if interest rates had been 10 basis points higher/lower, with all other variables held constant, 

the Group’s profit net of tax would have been RM304,460 lower/higher, arising mainly as a result of higher/lower 

interest expense on floating rate loans, borrowings and higher/lower interest income.

47. FINANCIAL INSTRUMENTS cont’d 

(b) Interest rate risk cont’d 



The following tables set out the carrying amounts, the weighted average effective interest rates ("WAEIR") as 

at the statements of financial position and the remaining maturities of the Group’s and the Company’s financial 

instruments that are exposed to interest rate risk: 

At 31 December 

2011 

Group 

Note 

WAEIR 

% 

Within 1 

Year 

1-2 

Years 

2-3 

Years 

3-4 

Years 

4-5 

Years 

More 

than 5 

Years Total 

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 

Fixed rate 

Deposits 

Hire purchase 

16 2.62 523,116 - - - - - 523,116 

creditors 21 5.24 (13,574) (2,860) (1,830) - - - (18,264) 

Term loans 24 6.49 (8,720) (9,454) (12,128) (13,108) (14,281) (109,392) (167,083) 

IMTN 27 5.10 - (100,000) - - - - (100,000) 

BAIDS 25 6.65 (40,000) - - - - - (40,000) 

SUKUK 26 5.13 (99,305) (96,194) - - - - (195,499) 

Bonds 28 4.90 - (293,878) - (264,615) - - (558,493) 

Floating rate 

Bank overdrafts 22 7.42 (10,636) - - - - - (10,636) 

Bankers' 

acceptances 23 3.64 (24,395) - - - - - (24,395) 

Revolving credits 23 4.37 (70,000) - - - - - (70,000) 

Term loans 24 4.13 (199,429) - - - - - (199,429) 

181 



cont’d

182 





cont’d 




2011 

Company 

Note 

WAEIR 

% 

Within 1 

Year 

1-2 

Years 

2-3 

Years 

3-4 

Years 

4-5 

Years 

More 

than 5 

Years Total 


Fixed rate 

Deposits 

Hire purchase 

16 2.62 446,964 - - - - - 446,964 

creditors 21 5.55 (372) (212) (54) - - - (638) 

IMTN 27 5.10 - (100,000) - - - - (100,000) 

BAIDS 25 6.65 (40,000) - - - - - (40,000) 

SUKUK 26 5.13 (99,305) (96,194) - - - - (195,499) 

Bonds 28 4.90 - (293,878) - (264,615) - - (558,493) 

Floating rate 

Bank overdrafts 22 7.50 (2,970) - - - - - (2,970) 

Bankers' 

acceptances 23 3.85 (10,473) - - - - - (10,473)




2010 

Group 

Note 

WAEIR 

% 

Within 1 

Year 

1-2 

Years 

2-3 

Years 

3-4 

Years 



4-5 

Years 

More 

than 5 

Years Total 


Fixed rate 

Deposits 

Hire purchase 

16 2.21 940,290 - - - - - 940,290 

creditors 21 5.32 (13,523) (11,203) (362) - - - (25,088) 

Term loans 24 6.75 (8,453) (8,720) (9,454) (10,598) (11,068) (79,863) (128,156) 

IMTN 27 5.00 (200,000) - (100,000) - - - (300,000) 

BAIDS 25 6.65 (30,000) (40,000) - - - - (70,000) 

SUKUK 26 5.07 (99,341) (96,354) (93,268) - - - (288,963) 

Bonds 28 4.90 - - (280,867) - (265,124) - (545,991) 

Floating rate 

Bank overdrafts 

Bankers' 

22 7.13 (7,886) - - - - - (7,886) 

acceptances 23 3.07 (18,236) - - - - - (18,236) 

Revolving credits 23 4.16 (70,000) - - - - - (70,000) 

Term loans 24 3.65 (58,000) (120,541) - - - - (178,541) 

183 



cont’d

184 





cont’d 




2010 

Company 

Note 

WAEIR 

% 

Within 1 

Year 

1-2 

Years 

2-3 

Years 

3-4 

Years 

4-5 

Years 

More 

than 5 

Years Total 


Fixed rate 

Deposits 

Hire purchase 

16 2.07 896,758 - - - - - 896,758 

creditors 21 5.30 (224) (224) (57) - - - (505) 

IMTN 27 5.00 (200,000) - (100,000) - - - (300,000) 

BAIDS 25 6.65 (30,000) (40,000) - - - - (70,000) 

SUKUK 26 5.07 (99,341) (96,354) (93,268) - - - (288,963) 

Bonds 28 4.90 - - (280,867) - (265,124) - (545,991) 

Floating rate 

Bankers' 

acceptances 23 3.39 (5,334) - - - - - (5,334) 

Interest on financial instruments at fixed rates are fixed until the maturity of the instrument. The other financial 

instruments of the Group and of the Company that are not included in the above tables are not subject to interest 

rate risk. 

(c) Foreign currency risk 

The Group is exposed to transactional currency risk primarily through sales and purchases that are denominated 

in a currency other than the functional currency of the operations to which they relate. The currencies giving 

rise to this risk are primarily United States Dollars (USD), UAE Dirhams (AED), Bahrain Dinars (BHD), Qatari Riyals 

(QAR) and Indian Rupees (INR). Foreign exchange exposures in transactional currencies other than functional 

currencies of the operating entities are kept to an acceptable level.


(c) Foreign currency risk cont’d 



The Group maintains a natural hedge, whenever possible, by borrowing in the currency which is pegged with the 

currency of the country in which the property or investment is located or by borrowing in currencies that match 

the future revenue stream to be generated from its investments. 

Sensitivity analysis for foreign currency risk 

The following table demonstrates the sensitivity of the Group's profit net of tax to a reasonably possible change 

in AED, QAR, BHD and USD against the respective functional currencies of the Group's entities, with all variables 

held constant. 

Group Company 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Profit net of tax Profit net of tax Profit net of tax Profit net of tax 

AED/RM - Strengthen 3% 7,834 8,892 2,357 1,056 

Weakened 3% (7,834) (8,892) (2,357) (1,056) 

QAR/RM - Strengthen 3% 1,535 6,052 1,535 6,052 

Weakened 3% (1,535) (6,052) (1,535) (6,052) 

BHD/RM - Strengthen 3% (1,263) (1,329) - - 

Weakened 3% 1,263 1,329 - - 

USD/RM - Strengthen 3% 506 488 506 488 

Weakened 3% (506) (488) (506) (488) 

185 



cont’d

186 





cont’d 


(c) Foreign currency risk cont’d 

The net unhedged financial assets and liabilities of the Group's companies that are not denominated in their 

functional currencies are as follows: 

Functional Currency of 

Group's Companies 

Ringgit 

Malaysia 

Net financial assets/(liabilities) held in non-functional currencies 

United 

States 

Dollars 

Bahrain 

Dinars Euro 

UAE 

Dirhams 

Indian 

Rupees 

British 

Pound Total 

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 


Ringgit Malaysia - 16,602 154 - 84 - - 16,840 

Bahrain Dinars - 6 - 78 1,516 - - 1,600 

Qatari Riyal (4,951) 49 - - - - - (4,902) 

United States Dollars - - - - - 51,543 - 51,543 

UAE Dirhams - - - 1,968 - - - 1,968 

Vietnamese Dong - 113 - - - - - 113 

(4,951) 16,770 154 2,046 1,600 51,543 - 67,162 


Ringgit Malaysia - 215 7,922 - 842 - - 8,979 

Bahrain Dinars 148 16 - (1,082) (3,132) - 228 (3,822) 

Qatari Riyal (14,623) 350 - - - - - (14,273) 

United States Dollars - - - - - 67,109 - 67,109 

UAE Dirhams - - (4,055) 1,032 - - - (3,023) 

Vietnamese Dong - 150 - - - - - 150 

(14,475) 731 3,867 (50) (2,290) 67,109 228 55,120


(d) Liquidity risk 



Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due 

to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches 

of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a 

balance between continuity of funding and flexibility through the use of stand-by bank borrowings. 

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting 

date based on contractual undiscounted repayment obligations. 

Group 


Less than 1 2 - 5 

On demand year years Total 

RM'000 RM'000 RM'000 RM'000 

Trade and other payables - 958,193 435,091 1,393,284 

Loans and borrowings - 466,754 963,053 1,429,807 

Company 


- 1,424,947 1,398,144 2,823,091 

Trade and other payables - 226,534 89,360 315,894 

Due to related companies 164,950 - 33,741 198,691 

Loans and borrowings - 153,815 800,266 954,081 

(e) Credit risk 

164,950 380,349 923,367 1,468,666 

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and 

creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject 

to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the 

Group’s exposure to bad debts is not significant. 

The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents arises from default 

of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets. 

The Group's significant concentration of credit risk is disclosed in Notes 13(a). 

187 



cont’d

188 





cont’d 


(e) Credit risk cont’d 

The exposure of credit risk for trade receivables as at the end of the reporting period by geographic region are as 

follows: 

Group 

2011 2010 

RM'000 RM'000 

Malaysia 459,240 481,904 

Middle East 549,462 762,014 

(f) Fair values 

1,008,702 1,243,918 

The carrying amounts of financial assets and liabilities of the Group's and of the Company's at the statements of 

financial position date approximate their fair values except for the following: 


Financial assets 

Note 

Group Company 

Carrying 

amount Fair value 

Carrying 


RM'000 RM'000 RM'000 RM'000 

Non-current unquoted shares 10 9,750 * - - 

Financial liabilities 


Term loans 24 366,512 320,508 - - 

IMTN 27 100,000 99,786 100,000 99,786 

BAIDS 25 40,000 39,546 40,000 39,546 

SUKUK 26 195,499 191,057 195,499 191,057 

Bonds 28 558,493 551,438 558,493 551,438 

1,278,768 1,219,796 894,630 882,310


(f) Fair values cont’d 



The carrying amounts of financial assets and liabilities of the Group's and of the Company's at the statement of 

financial position date approximate their fair values except for the following: cont’d 



Note 

Group Company 

Carrying 


Carrying 


RM'000 RM'000 RM'000 RM'000 

Non-current unquoted shares 10 9,804 * - - 



Term loans 24 306,697 269,077 - - 

IMTN 27 300,000 299,013 300,000 299,013 

BAIDS 25 70,000 68,492 70,000 68,492 

SUKUK 26 288,963 282,686 288,963 282,686 

Bonds 28 545,991 536,988 545,991 536,988 

1,536,739 1,481,063 1,205,459 1,187,662 

* It is not practical to estimate the fair value of the Group's non-current unquoted shares because of the lack 

of quoted market prices and the inability to estimate the fair value without incurring excessive costs. 

The following methods and assumptions are used to estimate fair values of the following classes of financial 

instruments: 

(i) Current receivables, cash and bank balances and current payables 

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, 

either due to their short-term nature or that they are floating rate instruments that are re-priced to market 

interest rates on or near the reporting date. 

189 



cont’d

190 





cont’d 


(f) Fair values cont’d 

(ii) Current borrowings 

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair 

values due to the insignificant impact of discounting. 

(iii) Non-current receivables and non-current borrowings 

The fair value of these financial instruments are estimated by discounting expected future cash flows at 

market incremental lending rate for similar types of lending or borrowing arrangements at the reporting 

date. 

In respect of IMTN, BAIDS, SUKUK and Bonds, fair values are estimated by discounting expected future cash 

flows using the indicative market rates available for each of the series. 

(g) Categories of financial instruments 

The table below provides an analysis of financial instruments categorised as follows: 

(i) Loans and receivables ("L&R") 

(ii) Available-for-sale financial assets ("AFS") 

(iii) Other liabilities ("OL") 


Carrying 

amount L&R OL AFS 

Note RM'000 RM'000 RM'000 RM'000 

Group 


Other investments 10 9,750 - - 9,750 

Trade receivables 13 1,008,702 1,008,702 - - 

Other receivables 14 730,260 730,260 - - 

Due from related parties 15 1,012 1,012 - - 

Cash and cash equivalents 16 804,003 804,003 - - 

2,553,727 2,543,977 - 9,750 


Trade payables 18 (652,078) - (652,078) - 

Other payables 19 (732,552) - (732,552) - 

Borrowings 20 (1,383,799) - (1,383,799) - 

(2,768,429) - (2,768,429) -


(g) Categories of financial instruments cont’d 




Carrying 


Note RM'000 RM'000 RM'000 RM'000 

Company 


Trade receivables 13 313,414 313,414 - - 

Other receivables 14 78,930 78,930 - - 



1,858,180 1,858,180 - - 


Due to related parties 15 (164,951) - (164,951) - 



Borrowings 20 (908,073) - (908,073) - 

(1,388,362) - (1,388,362) - 


Group 


Other investments 10 9,804 - - 9,804 

Trade receivables 13 1,243,918 1,243,918 - - 

Other receivables 14 506,113 506,113 - - 


Cash and cash equivalents 16 1,162,407 1,162,407 - - 

2,926,465 2,916,661 - 9,804 




Borrowings 20 (1,632,861) - (1,632,861) - 

(2,995,436) - (2,995,436) - 

191 



cont’d

192 





cont’d 


(g) Categories of financial instruments cont’d 


Carrying 


Note RM'000 RM'000 RM'000 RM'000 

Company 


Trade receivables 13 226,347 226,347 - - 

Other receivables 14 6,540 6,540 - - 



1,913,874 1,913,874 - - 


Due to related parties 15 (312,538) - (312,538) - 



Borrowings 20 (1,210,793) - (1,210,793) - 

48. CAPITAL MANAGEMENT 

(1,584,233) - (1,584,233) - 

The Group's objectives when managing capital is to maintain a strong capital base so as to maintain investor, creditor 

and market confidence and to ensure optimal returns to shareholders, while maintaining flexibility in respect of future 

capital expenditure and acquisitions. The Board of Directors monitors and is determined to maintain an optimal debt 

to equity ratio which complies with debt covenants and regulatory requirements.

49. SIGNIFICANT EVENTS 

During the financial year: 

(a) Issuance of Warrants 2011/2016 



Pursuant to the issuance of the Bonds, 157,935,129 warrants were allotted and issued on 11 March 2011. On 18 

March 2011, the warrants were listed on the Main Board of Bursa Malaysia Securities Berhad. 


(i) The warrants was issued in registered form and constituted by a Deed Poll. For the purpose of trading of the 

warrants on Bursa Securities, a board lot of warrants shall be 100 warrants carrying the right to subscribe 

for 100 ordinary shares of RM0.50 each of the Company; 

(ii) The exercise price is RM2.75 per ordinary share of RM0.50 each of the Company and each warrant will 


period; 

(iii) The exercise period is for a period of 5 years commencing on and including the date of allotment of the 


(iv) The new ordinary shares to be issued pursuant to the exercise of the warrants will, upon allotment and 



allotment and/or other distributions, the entitlement date of which is on or before the date of allotment of 

the ordinary shares of the Company pursuant to the exercise of the warrants; 

(v) The warrants are constituted under a Deed Poll executed on 13 December 2010; 

(vi) In the case of a members’ voluntarily winding up, or a compromise or arrangement between the Company 







(vii) The warrant holders are not entitled to any voting rights or to participate in any distribution and/or offer 


ordinary shares of the Company. 

(b) Adjustment of exercise prices of the options granted pursuant to the ESOS 

Pursuant to Clause 14.7(k) of the ESOS By-Laws which allows the Options Committee to make any adjustments 

on a different basis notwithstanding that no such adjustment formula has been explicitly set out in the By-Laws, 

and by applying the formula used in the adjustment of the exercise price of the existing Warrants 2008/2013 from 

RM3.00 to RM2.50 per ordinary share pursuant to Clause II (12) of the Memorandum to the Deed Poll dated 12 

March 2008 exercise prices of the unexercised Options was adjusted and took effect from 18 February 2011. 

Detail of the exercise prices adjustment is disclosed in Note 29(b). 

193 



cont’d

194 





cont’d 

49. SIGNIFICANT EVENTS cont’d 

(c) Concession Agreement for Integrated Complex at KLIA2 

On 22 September 2011, the Company entered into a concession agreement (“Concession Agreement”) with 

Malaysia Airports Holdings Berhad (“MAHB”) and Segi Astana Sdn Bhd (“SASB” or “Concession Company”) for the 

privatisation of the construction, development and financing of the Integrated Complex (“Integrated Complex”) 

at KLIA2 on a build-operate-transfer model (“the Project”). The construction cost of the Project is approximately 

RM530.3 million. The concession is for a period of up to twenty-five (25) years and may be extended for a further 

period of ten (10) years at the option of the Concession Company. The commencement date of the concession 

was 1 August 2011. Upon the expiry of the concession period, SASB shall transfer the Integrated Complex including 

the building, fittings and relevant documents at no cost to MAHB. 

On even date, WCTL, MAHB and SASB have also entered into the Shareholders Agreement to govern the 

relationship of WCTL and MAHB in respect of the Project and as shareholders of SASB. WCTL's and MAHB's equity 

interest in SASB is in the proportion of 70% and 30% respectively. 

(d) Issuance of RM470 Million Guaranteed Medium Term Notes (MTN Programme) 

(i) The MTN are constituted by a Trust Deed dated 24 November 2011. 

(ii) The MTN which is guaranteed by Danajamin Nasional Berhad ("Danajamin") has been assigned a rating of 

AAA(fg) by Malaysia Rating Corporation Berhad. 

(iii) Each Series/Tranch of the MTNs is secured by a Financial Guarantee Insurance Policy issued by Danajamin 

in favour of the Trustee to guarantee all principal and one interest payment obligations of SASB. 

(iv) The issuance of the MTN Programme of up to RM470 million has tenure of up to 14 years from the date of 

the first issuance. MTN have maturity days of more than 1 year and up to 14 years. 

(v) The MTN contains a financial covenant to maintain minimum debt service coverage ratio of 1.25 times 

commencing from the third year of commercial operations and maximum debts to equity ratio of 4 times. 

(vi) The terms of the Trust Deed prescribe that in the event of default, the outstanding amount of the MTN and 

the profit element next due will become immediately due and payable. 

50. SUBSEQUENT EVENTS 

(i) Issuance of ordinary share capital 

Between the reporting date and the date of completion of these financial statements, the issued and fully paidup 

ordinary share capital of the Company was increased from RM402,604,102 to RM408,673,777 comprising 

817,347,553 ordinary shares of RM0.50 each by way of: 

(i) issuance of 12,034,652 ordinary shares of RM0.50 each for cash pursuant to the Company’s ESOS at exercise 

price ranging from RM0.61 to RM2.44 per ordinary share.

50. SUBSEQUENT EVENTS cont’d 

(i) Issuance of ordinary share capital cont’d 



(ii) issuance of 103,151 ordinary shares of RM0.50 each pursuant to the conversion of 515,755 ICPS of RM0.10 

which was satisfied by surrendering 5 ICPS for each new ordinary share. 

(iii) issuance of 800 ordinary shares of RM0.50 each pursuant to the conversion of Warrants 2008/2013 at an 

exercise price of RM2.50 per ordinary share for cash. 

(iv) issuance of 746 ordinary shares of RM0.50 each pursuant to the conversion of Warrants 2011/2016 at an 

exercise price of RM2.75 per ordinary share for cash. 


(ii) Acquisition of a subsidiary 

On 14 March 2012, Iris Green Sdn. Bhd., a wholly-owned subsidiary of WCTL, which in turn is a wholly-owned 

subsidiary of the Company, has entered into a conditional share sale agreement with Eng Lian Enterprise Sdn. 

Bhd., Shen & Sons Sdn. Bhd. and AMC Sdn. Bhd. (collectively referred to as “Vendors”) for the acquisition of 

1,850,000 ordinary shares of RM1.00 each in Timor Barat Properties Sdn. Bhd. (“Timor Barat”), representing 

100% of the issued and paid-up share capital of Timor Barat, from the Vendors for a total cash consideration of 

RM450,000,000 (“Proposed Acquisition”). 

The Proposed Acquisition is conditional upon the following approvals: 

(a) the shareholders of the Company for the Proposed Acquisition at an extraordinary general meeting to be 

convened; and 

(b) any other relevant authorities/parties, if required. 

(iii) Share sale agreement 

On 28 March 2012, WCTL entered into a share sale agreement with Medini Land Sdn. Bhd. to acquire 1,500,000 

ordinary share of RM1.00 each at par representing the remaining 30% equity interest in One Medini Sdn. Bhd. for 

a purchase consideration of RM1,825,000. 

(iv) New employee share options scheme 

On 24 February 2012, the Company proposed to establish and implement a new ESOS of up to ten percent (10%) 

of the issued and paid-up ordinary share capital of the Company (excluding treasury shares) at any point in time 

during the existence of the Proposed ESOS, after the expiry of the existing employee share options scheme on 12 

April 2012. 

195 



cont’d

196 





cont’d 

51. CONTRACT DISPUTE 

Pursuant to the cancellation of the contract (previously awarded to WCT (Dubai Branch) and Arabtec in a 50:50 

joint venture (“the Joint Venture”) for the construction works in relation to the Nad Al Sheba Racecourse Project 

(“Contract”) in which the Joint Venture was the main contractor and pursuant further to Meydan’s subsequent call on 

the Joint Venture’s bank guarantees, the Company, on 11 January 2009, jointly with Arabtec, commenced an arbitration 

proceeding against Meydan in the Dubai International Arbitration Centre for breach of contract and to enforce the Joint 

Venture’s rights and remedies including the recovery of all amounts due under the Contract as well as damages. 

The Joint Venture’s bank guarantees that were called comprised the Performance Security amounting to AED461.3 

million (Group's share: AED230.65 million or approximately RM193.5 million) and the Advance Payment Guarantee 

amounting to AED77.3 million (Group's share: AED38.6 million or approximately RM32.4 million). Management has 

accrued the amount payable on the Performance Security in the Group's consolidated financial statements, and has 

simultaneously recorded a receivable for the same amount from Meydan, pending resolution of the arbitration. Please 

refer to Note 3.1(d) on critical judgements for the arbitration proceedings. 

The following balances relating to the above contract are in the Group's consolidated financial statements: 

(Group's 50% share) 

2011 2010 

RM'000 RM'000 

Statements of financial position 

Non-current assets 

Property, plant and equipment 


18 52 

Contract receivables (1) 14,895 12,660 

Amounts due from customer for contract work (1) 220,163 205,534 

Retention sum receivable (1) Other receivables 

36,834 34,386 

Advance paid to suppliers and sub-contractors (1) 55,520 52,995 

Performance security deposits 180,763 163,926 

Others 36,722 26,584 

544,915 496,137 

Current assets 

Other receivables 

Sundry receivables 4 6 

Advance paid to suppliers and sub-contractors 4,032 3,890 

Cash and bank balances - 2,482 

4,036 6,378 

Total assets 548,951 502,515

51. CONTRACT DISPUTE cont’d 

Statements of financial position cont’d 

Non-current liabilities 



(Group's 50% share) 

2011 2010 

RM'000 RM'000 

Trade payables (2) 4,066 3,795 

Retention sum payable (2) 2,373 2,215 

Other payables (2) 187,145 174,711 

Performance security payable to related party 194,958 176,408 

Advance received from customer (2) 55,520 51,831 

Amounts due to related parties 130,808 98,458 

574,870 507,418 

Current liabilities 

Trade payables 989 981 

Other payables 8,276 8,105 

Retention payable - current portion 3,908 3,802 

Advance received from customer 6,574 6,384 

19,747 19,272 

Total liabilities 594,617 526,690 

Exchange reserve 2,326 (3,620) 

Net liabilities (45,666) (24,175) 

Deficit (43,340) (27,795) 

(1) Include receivables of RM265 million (2010: RM257 million) in respect of the Nominated Sub-contractors of the Nad Al Sheba 

Racecourse project. 

(2) Include payables of RM265 million (2010: RM257 million) in respect of the Nominated Sub-contractors of the Nad Al Sheba 

Racecourse project. 

The Joint Venture has from time to time submitted revised claims against Meydan and the Group's share of the current 

revised claims is in excess of AED800 million (or approximately RM671.3 million). As to-date, the arbitration process 

is still ongoing and the management believes, based on a preliminary legal opinion they have received, that the 

prospects of success in the arbitration are favourable and that no additional provisions for the dispute are required at 

the statements of financial position. 

197 



cont’d

198 





cont’d 

51. CONTRACT DISPUTE cont’d 

In accordance with the Group's accounting policy relating to contracts where the outcome cannot be estimated reliably, 

revenue has been recognised only to the extent of contract costs incurred to date, which management considers is 

not doubtful of recovery and therefore no provision has been made against the amounts due from the customer for 

contract work. No profit has been taken up on the contract to date pending the outcome of the Group's claims and 

conclusion of the arbitration proceedings. 

52. SEGMENT INFORMATION 

(a) Reporting format 

The Group has 3 reportable segments as described below, which are the Group's strategic business units. 

Management monitors the operating results of its business segments for the purpose of decision making. 

Segment performance is evaluated based on profitability and is measured consistently with operating profit in 

the consolidated financial statements. However, Group's financing and income taxes are managed on a group 

basis and are not allocated to operating segments. 

(b) Business segments 

The following are the main business segments: 

(i) civil engineering and construction - civil engineering works specialising in earthworks, highway construction 

and related infrastructure works; 

(ii) property development - the development of residential and commercial properties; and 

(iii) property investment - holding of assets for capital appreciation and rental income. 

(c) Geographical segments 

The Group’s geographical segments are based on the location of the Group’s assets. Sales to external customers 

disclosed in geographical segments are based on the geographical location of its customers. The Group’s business 

segments operate in four main geographical areas: 

(i) Malaysia - the operations in this area are principally civil engineering and constructions, property 

development, trading, property investment and investment holding; 

(ii) Middle East - the operations in this area are principally through the construction of a government 

administration building in Doha, Qatar a shopping mall in Kingdom of Bahrain, construction and design of 

highway and airport in Qatar, construction of sewerage and racecourse in Dubai and the construction of F1 

Circuit in Abu Dhabi; 

(iii) Others - primarily investment holding companies in Mauritius and Vietnam; and 

(iv) India - the operations in this area are principally the construction of highway and concessionaires. 

(d) Allocation basis and transfer pricing 

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be 

allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, liabilities and expenses. 

Segment revenue, expenses and results include transfers between business segments. These transfers are 

eliminated on consolidation.

52. SEGMENT INFORMATION cont’d 

Business segments 



The following table provides an analysis of the Group's revenue, results, assets and liabilities by business segment: 


Civil 

engineering 

and 

construction 

Property 

development 

Property 

investment Unallocated Eliminations Consolidated 

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 

Revenue 

Revenue from external 

customers 1,206,814 279,464 52,311 - - 1,538,589 

Inter-segment revenue 744,506 25,000 - - (769,506) - 

Total revenue 1,951,320 304,464 52,311 - (769,506) 1,538,589 

Result 

Profit from operations 163,500 54,933 39,016 - - 257,449 

Finance costs - - - - - (66,661) 

Share of profit of associates - - - 16,750 - 16,750 

Taxation - - - - - (44,609) 

Profit after taxation 162,929 

Assets 

Segment assets 2,402,703 967,544 1,015,581 - - 4,385,828 

Unallocated assets - - - 571 - 571 

Share of associates assets - - - 159,529 - 159,529 

Deferred tax 389 22,894 341 - - 23,624 

Consolidated total assets 4,569,552 

Liabilities 

Segment liabilities 2,215,672 557,799 1,609 - - 2,775,080 

Unallocated liabilities - - - 67 - 67 

Deferred tax 5,747 44,558 - - - 50,305 

Consolidated total liabilities 2,825,452 

199 



cont’d

200 





cont’d 


Business segments cont’d 


Civil 

engineering 

and 

construction 

Property 

development 

Property 

investment Unallocated Eliminations Consolidated 

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 

Revenue 

Revenue from external 

customers 1,442,860 231,045 34,596 - - 1,708,501 

Inter-segment revenue 936,987 28,320 - - (965,307) - 

Total revenue 2,379,847 259,365 34,596 - (965,307) 1,708,501 

Result 

Profit from operations 195,410 42,003 62,725 - - 300,138 

Finance costs 

Share of profit of 

- - - - - (50,360) 

associates - - - 16,993 - 16,993 

Taxation - - - - - (47,949) 

Profit after taxation 218,822 

Assets 

Segment assets 3,006,370 566,412 794,538 - - 4,367,320 

Unallocated assets - - - 1,979 - 1,979 

Share of associates assets - - - 176,966 - 176,966 

Deferred tax 5,572 1,593 54 - - 7,219 

Consolidated total assets 4,553,484 

Liabilities 

Segment liabilities 2,510,020 484,933 1,562 - - 2,996,515 

Unallocated liabilities - - - 57 - 57 

Deferred tax 4,940 20,444 - - - 25,384 

Consolidated total 

liabilities 3,021,956


Geographical segments 



The following table provides an analysis of the Group's revenue and assets, analysed by geographical segments: 

Total revenue from 

external customers Segment assets 

2011 2010 2011 2010 

RM'000 RM'000 RM'000 RM'000 

Malaysia 1,165,973 1,195,130 2,974,783 2,950,255 

Middle East 372,616 513,371 1,403,579 1,414,131 

India - - 175,331 173,384 

Others - - 15,859 15,714 

Consolidated 1,538,589 1,708,501 4,569,552 4,553,484 

201 



cont’d

202 



SUPPLEMENTARY INFORMATION 

53. REALISED AND UNREALISED PROFIT 

The following analysis is prepared in accordance with Guidance on Special Matter No.1, Determination of Realised 

and Unrealised Profits or Losses in the Context of disclosure pursuant to Bursa Malaysia Securities Berhad Listing 

Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia 

Securities Berhad. 

(Restated) 

2011 2010 

RM'000 RM'000 

Total retained profits of the Company and it's subsidiaries:- 

- Realised 1,123,479 1,054,426 

- Unrealised 28,468 (17,991) 

1,151,947 1,036,435 

Total share of retained profits from associated companies:- 

- Realised 68,832 52,970 

- Unrealised (359) (1,245) 

68,473 51,725 

Total share of retained profits from jointly controlled entities:- 

- Realised (53,657) (150,254) 

- Unrealised (1,564) (1,546) 

(55,221) (151,800) 

Less: Consolidation adjustment (561,216) (434,446) 

Total Group retained profits as per consolidated accounts 603,983 501,914

No. Location Description 

1. Master Title Nos. PN34122 

(formerly 112947), PN34120 

(formerly 112948), PN34125 

(formerly 226735), PN34124 

(formerly 112950), 62166 

Section 40 (formerly No. 11), 

62165 Section 40 (formerly 

No.12), 15 Section 40 (formerly 

No. 13) & 17 Section 40 

(formerly No. 15) respectively 

Bandar Petaling Jaya 

State of Selangor 

2. 1, Persiaran Batu Nilam 1/KS 6, 

Bandar Bukit Tinggi 2 

41200 Klang 

Selangor Darul Ehsan 

3. Master Title Nos. Geran 

43530 & Geran 53052, Master 

Lot Nos. 77975 & 67694 

respectively 

Mukim and District of Klang 

State of Selangor Bandar 

Parklands Klang, 


4. Part of the land held under Title 

No. Town Lease 017544866, 

District of Kota Kinabalu, 

Locality of Sembulan, 

State of Sabah 

An on-going 

commercial 

development 

Investment 

properties 

A 6-storey 

shopping mall 

An ongoing 

mixed 

development 

township 

An on-going 

residential 

development 

Land area 

or Built-up 

Area under 

Valuation 



TEN LARGEST 

PROPERTIES OF THE GROUP 

Tenure/ 

Age of 

Building 

(where 

applicable) 

Existing 

Use 

No. 

Of 

Units 

Date of 

Valuation/ 

Acquisition 

NBV as at 31 

December 

2011 

(sq ft = sf) (Years) RM 

12.9 

acres 

12.169 

acres 

426.5715 

acres 

21.5 

acres 

Leasehold 

interest 

99 years 

expiring on 

14 July 2096 

Freehold 

/5 

Property 

Development 

Project 

On-going 

development 

Leased to 

AEON 

Freehold Property 

Development 

Project 

Master 

title: 

Leasehold 

interest 

99 years 

expiring 

on 31 

December 

2091 

Property 

Development 

Project 

- Acquisition: 

March 

2005 

1 Valuation: 

December 

2011 

Acquisition: 

October 

2002 

Acquisition: 

February 

2006 

165,977,711 

361,178,741 

527,156,452 

374,514,322 

188,486,419 

53,679,942 

203

204 



TEN LARGEST PROPERTIES OF THE GROUP 

cont’d 


5. Title No. H.S.(D) 135785, PT 

129227, Mukim Klang, Daerah 

Klang, Negeri Selangor. 

6. Formerly held under Master 

Title Nos. C.T. 26265 & C.T. 

26266, Master Lot Nos. 7725 & 

7726 respectively 


State of Selangor/ 

Bandar Bukit Tinggi, Klang 


Proposed 

mixed 

development 

An ongoing 

mixed 

development 


Unsold units 

of Shop 

apartment 

Unsold units of 

Shop office 


Tower A 


Tower B 

Unsold units 

of Double 

/2½ storey 

semi-detached 

house 

Land area 

or Built-up 

Area under 

Valuation 

Tenure/ 

Age of 

Building 

(where 

applicable) 

Existing 

Use 

No. 

Of 

Units 

Date of 

Valuation/ 

Acquisition 

NBV as at 31 

December 

2011 


56.57 

acres 

1,173 sf to 

1,630 sf 

Total = 

5,861 sf 

216 sf 

Total = 

6,480 sf 

2,577 sf to 

5,146 sf 

Total = 

96,415 sf 

987 sf to 

8,270 sf 

Total = 

65,146 sf 


Development 

Project 


Development 

Project 

Freehold 

/12 

Freehold 

/13 

Freehold 

/4 

Freehold 

/4 

3,231 sf Freehold 

/4 

1 Acquisition: 

December 

2009 


June 1996 

45,615,390 

11,647,697 

Vacant 4 332,351 

Vacant 30 170,899 

Vacant 21 17,193,965 

Vacant 13 13,242,839 

Vacant 1 844,855 

43,432,606


7. Seven (7) parcels of land: 

Geran 44426 Lot 1115 

Geran 45140 Lot 1263 

Geran 45141 Lot 1264 

Geran 37880 Lot 1942 

Geran 51351 Lot 2061 

Geran 51352 Lot 2062 

Geran 46257 Lot 1728 

Mukim of Serendah, 

District of Ulu Selangor, 

State of Selangor 

8. Formerly held under Master 

Title Nos. Geran 50553 & Geran 

24133, Master Lot Nos. 6677 & 

46 respectively 


State of Selangor/ 

Bandar Bukit Tinggi 2, Klang, 


9. Block B,Menara Pandan 

MPAJ Square, 

Jalan Pandan Utama, 

Pandan Indah, 

55100 Kuala Lumpur 

10. Property No. 0013, 

Road No. 52, Block No. 952, 

Raszuwaid 

Kingdom of Bahrain 

Future mixed 

development 

An ongoing 

mixed 

development 


Unsold units 

of Low-cost 

shop 

Unsold units 

of Low-cost 

apartment 

10 storey of 

office suites 

and 2 levels of 

carpark space 

Land area 

or Built-up 

Area under 

Valuation 

Tenure/ 

Age of 

Building 

(where 

applicable) 

Existing 

Use 

No. 

Of 

Units 



Date of 

Valuation/ 

Acquisition 

NBV as at 31 

December 

2011 


467.8 acres 

or 189.3 

hectares 

561.75 

acres 

846 sf each 

Total = 

4,230 sf 

650 sf each 

Total = 

13,000 sf 

435,600 sf 

/299,500 sf 

Freehold Vacant - Acquisition : 

SPA date - 14 

Oct 2011 


Development 

Project 

Freehold 

/5 

Freehold 

/9 

Title has 

not been 

issued by 

the State 

Authority 

/14 

Warehouse/ 151,201.9 sf Freehold 

Labour 

accomodation 

/5 


November 

1999 

40,161,434 

30,457,679 

Vacant 5 - 422,507 

Vacant 20 - 760,000 

Level 9 to level 

17 tenanted to a 

third party 

Warehouse/ 

Labour 

accommodation 

1 Valuation: 

December 

2011 

1 Valuation: 

December 

2008 

31,640,186 

31,000,000 

21,804,580 

205 

TEN LARGEST PROPERTIES OF THE GROUP 

cont’d

206 



ANALYSIS OF SHAREHOLDINGS 

as at 30 March 2012 

Authorised Share Capital : RM800,000,000-00 divided into 1,400,000,000 ordinary shares of RM0.50 each 

as at 30 March 2012 and 1,000,000,000 preference shares of RM0.10 each 

Total Issued Ordinary Shares : 817,347,553 Ordinary Shares of RM0.50 each 

Total Outstanding Preference Shares : 11,248,800 Irredeemable Convertible Preference Shares of RM0.10 each 

Total Issued & Paid-up Share Capital : RM409,798,657.00 

(A) ORDINARY SHARES AS AT 30 MARCH 2012 

Total Issued Ordinary Shares : 817,347,553 Ordinary Shares of RM0.50 each 

Voting rights : One (1) vote per ordinary share of RM0.50 each 

(1) Analysis by size of Shareholdings 

Size of Shareholdings 

No. of 

Shareholders % 

No. of 

Shares % 

Less than 100 1,852 18.59 89,379 0.01 

100 - 1,000 2,187 21.96 1,192,941 0.14 

1,001 - 10,000 4,084 41.00 17,582,255 2.16 

10,001 and 100,000 1,486 14.92 46,510,483 5.69 

100,001 to less than 5% of issued shares 349 3.50 459,837,659 56.26 

5% and above of issued shares 3 0.03 292,134,836 35.74 

Total 9,961 100.00 817,347,553 100.00 

(2) Thirty Largest Shareholders 

No. Names No. of Shares % 

1 WCT Capital Sdn Bhd 152,400,462 18.65 

2 Citigroup Nominees (Tempatan) Sdn Bhd 

(Employees Provident Fund Board) 

94,282,974 11.54 

3 Kumpulan Wang Persaraan (DiPerbankan) 45,451,400 5.56 

4 Lembaga Tabung Haji 38,854,500 4.75 

5 HSBC Nominees (Asing) Sdn Bhd 

(Exempt AN for JPMorgan Chase Bank, National Association (Norges BK Lend)) 

24,163,700 2.96 

6 AmanahRaya Trustees Berhad 

(Amanah Saham Malaysia) 

23,074,500 2.82 

7 Valuecap Sdn Bhd 21,150,000 2.59 


(Amanah Saham Didik) 

16,224,900 1.99 


(Employees Provident Fund Board (PHEIM)) 

13,828,323 1.69 

10 Malaysia Nominees (Tempatan) Sendirian Berhad 

(Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)) 

13,735,900 1.68

(2) Thirty Largest Shareholders cont’d 



No. Names No. of Shares % 


(Amanah Saham Wawasan 2020) 


(Public Islamic Select Treasures Fund) 


(Skim Amanah Saham Bumiputera) 


(Employees Provident Fund Board (KIB)) 

13,588,000 1.66 

11,407,200 1.40 

10,740,000 1.31 

8,358,100 1.02 

15 Ara Holdings Sdn Bhd 6,615,410 0.81 

16 AMMB Nominees (Tempatan) Sdn Bhd 

(AmBank (M) Berhad for WCT Capital Sdn Bhd) 

17 Citigroup Nominees (Asing) Sdn Bhd 

(CBNY for Dimensional Emerging Markets Value Fund) 

6,500,000 0.80 

5,799,900 0.71 

18 Goh Chin Liong 5,478,033 0.67 


(Employees Provident Fund Board (HDBS)) 


(Public Islamic Equity Fund) 

21 Cartaban Nominees (Asing) Sdn Bhd 

(SSBT Fund D26J for Emerging Markets Global Small Capitalization Fund (TEMMUF)) 




(Exempt AN for American International Assurance Berhad) 


(Exempt AN for JPMorgan Chase Bank, National Association (U.S.A)) 




(Exempt AN for JPMorgan Chase Bank, National Association (U.A.E)) 


(Sekim Amanah Saham Nasional) 


(TNTC for the Caravel Fund (International) Ltd) 


(ING Insurance Berhad (INV-IL PAR)) 

30 Mayban Nominees (Tempatan) Sdn Bhd 

(Etiqa Takaful Berhad (Family PRF EQ)) 

5,455,300 0.67 

5,298,000 0.65 

4,996,400 0.61 

4,491,400 0.55 

4,478,400 0.55 

4,334,500 0.53 

4,270,000 0.52 

4,260,000 0.52 

3,944,000 0.48 

3,930,000 0.48 

3,729,500 0.46 

3,689,800 0.45 

564,530,602 69.08 

207 



cont’d

208 





cont’d 

(3) Substantial Shareholders 

(In accordance with the Register maintained pursuant to Section 69L of the Companies Act, 1965) 

Direct Interest Deemed Interest 

Name No. of Shares % No. of Shares % 

Taing Kim Hwa 2,146,445 0.26 161,633,794 1 19.77 

Wong Sewe Wing 669,341 0.08 161,633,794 1 19.77 

WCT Capital Sdn Bhd 161,633,794 19.77 - - 

Cash Carat Sdn Bhd - - 161,633,7942 19.77 

Employees Provident Fund Board 133,484,897 16.33 - - 

Kumpulan Wang Persaraan (Diperbadankan) 50,411,400 6.17 - - 

Lembaga Tabung Haji 42,054,300 5.14 - - 

Oversea-Chinese Banking Corporation Limited 41,092,232 5.03 - - 

Notes to interest in shares:- 

1 Deemed interested by virtue of his 50% interest in Cash Carat Sdn Bhd. 

2 Deemed interested by virtue of its 100% interest in WCT Capital Sdn Bhd. 

(B) IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES (“ICPS”) AS AT 30 MARCH 2012 

Outstanding ICPS : 11,248,800 ICPS of RM0.10 each 

Issue Price : RM0.30 each 

Conversion Price : RM0.50 per ordinary share 

Conversion Ratio : Five (5) units of ICPS are convertible into one (1) new Ordinary Share 

Coupon Rate : 13.5% per annum 

Maturity Date : 6 August 2012 

Voting Rights : One (1) vote per ICPS of RM0.10 each 

(1) Analysis by size of ICPS Holdings 

Size of ICPS Holdings 

No. of ICPS 

Holders % 

No. of 

Outstanding 

ICPS % 

Less than 100 64 8.80 2,242 0.02 

100 - 1,000 52 7.15 27,469 0.24 

1,001 - 10,000 396 54.47 1,984,939 17.64 

10,001 and 100,000 206 28.34 5,265,053 46.82 

100,001 to less than 5% of outstanding ICPS 6 0.83 1,495,465 13.29 

5% and above of outstanding ICPS 3 0.41 2,473,632 21.99 

Total 727 100.00 11,248,800 100.00

(2) Thirty Largest ICPS Holders 



No. Names No. of ICPS % 

1 Universal Trustee (Malaysia) Berhad 

(CIMB-Principal Equity Fund) 

2 Tokio Marine Life Insurance Malaysia Bhd 

(As Beneficial Owner (PF)) 


(ASM Premier Fund) 

1,038,888 9.24 

818,077 7.27 

616,667 5.48 

4 Khoo Loon Im 446,667 3.97 

5 Lim Seng Qwee 311,110 2.77 

6 Ng Kim Neo 304,888 2.71 

7 Long Jin Lek 169,800 1.51 

8 Public Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Yap Kok Keong (E-TSA)) 

9 Amsec Nominees (Tempatan) Sdn Bhd 

(Assar Asset Management Sdn Bhd for Lembaga Kumpulan Wang Kawasan 

Konsesi Hutan (FM-ASSAR-LKW)) 

10 HSBC Nominees (Tempatan) Sdn Bhd 

(HSBC (Malaysia) Trustee Berhad for Amanah Saham Sarawak) 

140,000 1.24 

123,000 1.09 

100,000 0.89 

11 Yeap Soon Teong Sdn Bhd 100,000 0.89 

12 Lok Kok Shing @ Loke Kwok Kheong 94,400 0.84 

13 Chong Khah Shin 89,000 0.79 

14 Wong Thian Soon 85,000 0.76 

15 Chua Eng Kiat 80,900 0.72 

16 Beh Eng Par 77,777 0.69 

17 Teoh Guat Khim 77,200 0.69 

18 Liew Shan Foong 75,000 0.67 

19 Tan Aik Huang 75,000 0.67 

20 HLG Nominees (Asing) Sdn Bhd 

(Pledged Securities Account for Vijay Kumar Raj) 

70,600 0.63 

21 Eu Mui @ Ee Soo Mei 70,000 0.62 

22 Saw Khay Chee 67,200 0.60 

23 Rona Ting Pick Choo 64,000 0.57 

24 Lim Kock Hwa 63,000 0.56 

25 Chew Tin Su 62,222 0.55 


(Assar Asset Management Sdn Bhd for Bintulu Development Authority 

(FM-ASSAR-BDA)) 

62,000 0.55 

209 



cont’d

210 





cont’d 

(2) Thirty Largest ICPS Holders cont’d 

No. Names No. of ICPS % 

27 Lim Teik Seng 61,400 0.55 

28 Chau Mei Lan 60,000 0.53 

29 Kenanga Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Lee Song Jee) 

59,733 0.53 

30 Lo Lip Siang 58,543 0.52 

(C) WARRANTS 2008/2013 (“WARRANTS B”) AS AT 30 MARCH 2012 

Outstanding Warrants : 139,350,003 Warrants 

Issue Price : RM0.25 each 

Exercise Price : RM2.50 per Ordinary Share 

Exercise Ratio : One (1) Warrant is exercisable into one (1) new Ordinary Share 

Expiry Date : 22 April 2013 

Voting Rights : One (1) vote for each Warrant held 

(1) Analysis by size of Warrants Holdings 

Size of Warrants 

No. of 

Warrants 

Holders % 

5,522,072 49.10 

No. of 

Outstanding 

Warrants % 

Less than 100 29 1.28 1,141 0.01 

100 - 1,000 379 16.71 329,863 0.23 

1,001 - 10,000 911 40.17 5,336,458 3.83 

10,001 and 100,000 756 33.33 26,983,806 19.36 

100,001 to less than 5% of outstanding Warrants 192 8.47 76,712,436 55.05 

5% and above of outstanding Warrants 1 0.04 29,986,299 21.52 

Total 2,268 100.00 139,350,003 100.00

(2) Thirty Largest Warrants Holders 

No. Names 



No. of 

Warrants % 


2 Mayban Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Lim Gim Leong) 

5,262,800 3.78 

3 Dushyanthi Perera 4,000,000 2.87 

4 Public Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Lim Gim Leong (E-KLC)) 

3,154,500 2.26 

5 Wong Ah Kum 2,600,000 1.87 

6 Cimsec Nominees (Tempatan) Sdn Bhd 

(CIMB Bank for Chia Kwoon Meng) 

7 Mercsec Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Tiong Nam Logistics Holdings) 

8 JS Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Nazimah Binti Syed Majid) 

9 AIBB Nominees (Tempatan) Sdn Bhd 

(Low Mei Loon) 

2,595,100 1.86 

2,500,000 1.79 

2,393,000 1.72 

1,381,000 0.99 

10 Taing Kim Hwa 1,377,263 0.99 

11 Chrisantha Priyange Richard Perera 1,268,700 0.91 


(CIMB for Lim Beng Leong (PB)) 

1,120,000 0.80 

13 Ngan Kok Hai 1,065,000 0.76 

14 Wang Sze Yao @ Wang Ming Way 1,010,500 0.73 

15 Mercsec Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for TNTT Realty Sdn Bhd) 

970,000 0.70 

16 Wang Sze Yao @ Wang Ming Way 860,000 0.62 

17 Chan Wah Heng 836,500 0.60 

18 Goh Chin Liong 803,000 0.58 

19 Chin Chin Seong 732,000 0.53 


(CIMB Bank for Ong Yoong Nyock) 

650,000 0.47 

21 Chong Hoi Yong 647,000 0.46 

22 Tan Yu Wei 620,000 0.44 

23 RHB Nominees (Tempatan) Sdn Bhd 

(RHB Investment Management Sdn Bhd for Lee Yuen Chak (EPF)) 

24 DB (Malaysia) Nominee (Tempatan) Sendirian Berhad 

(Exempt AN for Kumpulan Sentiasa Cemerlang Sdn Bhd (TSTAC/CLNT)) 

601,300 0.43 

592,133 0.42 

25 Looi Yee Kong 550,000 0.39 

211 



cont’d

212 





cont’d 

(2) Thirty Largest Warrants Holders cont’d 

No. Names 

No. of 

Warrants % 

26 Choe Kai Keong 526,400 0.38 

27 Citigroup Nominees (Asing) Sdn Bhd 

(Exempt AN for OCBC Securities Private Limited (Client A/C-NR)) 

522,666 0.38 

28 Saw Wah Theng 520,000 0.37 

29 HDM Nominees (Tempatan) Sdn Bhd 

(UOB Kay Hian Pte Ltd for Chen Joon Lee) 

30 RHB Capital Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Choong Foong Ming (CEB)) 

(D) WARRANTS 2011/2016 (“WARRANTS C”) AS AT 30 MARCH 2012 

Outstanding Warrants : 157,210,951 Warrants 

Issue Price : RM0.34 each 

Exercise Price : RM2.75 per Ordinary Share 

Exercise Ratio : One (1) Warrant is exercisable into one (1) new Ordinary Share 

Expiry Date : 10 March 2016 

Voting Rights : One (1) vote for each Warrant held 

(1) Analysis by size of Warrants Holdings 

Size of Warrants 

No. of 

Warrants 

Holders % 

500,000 0.36 

500,000 0.36 

70,145,161 50.34 

No. of 

Outstanding 

Warrants % 

Less than 100 13 0.35 300 0.00 

100 - 1,000 1,141 30.47 594,553 0.38 

1,001 - 10,000 1,380 36.85 6,712,159 4.27 

10,001 and 100,000 985 26.30 34,367,571 21.85 

100,001 to less than 5% of outstanding Warrants 225 6.01 75,651,510 48.13 

5% and above of outstanding Warrants 1 0.02 39,884,858 25.37 

Total 3,745 100.00 157,210,951 100.00

(2) Thirty Largest Warrants Holders 

No. Names 



No. of 

Warrants % 


2 Chan Soon Huat 4,123,500 2.62 



4 OSK Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Wong Tow Fock) 

5 RHB Capital Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Gan Wan Koon) 


(CIMB Bank for Tan Seng Kow) 

7 RHB Capital Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Lim Beng Teck (CEB)) 


(CIMB for Teoh Cheng Cheng (PB)) 


(Employees Provident Fund Board) 


(Pledged Securities Account for Chia Kwoon Meng) 

11 Maybank Securities Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Ong Fee Chong) 


(Employees Provident Fund Board (PHEIM)) 

2,319,720 1.48 

1,891,000 1.20 

1,680,000 1.07 

1,647,500 1.05 

1,600,000 1.02 

1,425,200 0.91 

1,387,700 0.88 

1,343,400 0.85 

1,287,700 0.82 

1,161,024 0.74 

13 Goh Chin Liong 1,100,000 0.70 

14 Chan Hing 1,100,000 0.70 


(UOB Kay Hian Pte Ltd for Chen Joon Lee) 

1,000,000 0.64 

16 Tan Kee Huah 1,000,000 0.64 

17 Lim Chin Sean 1,000,000 0.64 

18 Maybank Securities Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Lee Siu Wah) 

865,800 0.55 

19 Ara Holdings Sdn Bhd 850,000 0.54 


(CIMB Bank for Yap Yee Wah) 


(CIMB Bank for Ho Sey Chen (PB)) 

22 Mayban Nominees (Tempatan) Sdn Bhd 

(Pledged Securities Account for Ng See Hien) 

650,000 0.41 

600,000 0.38 

600,000 0.38 

213 



cont’d

214 





cont’d 

(2) Thirty Largest Warrants Holders cont’d 

No. Names 

No. of 

Warrants % 

23 Saw Teng Teng 600,000 0.38 

24 Chung Tze Ye 557,000 0.35 


(Pledged Securities Account for Parmjit Singh a/l Meva Singh) 


(CIMB Bank for Tai Choon Seng) 

550,000 0.35 

547,600 0.35 

27 Lee Ah Beng 529,600 0.34 

28 Lee Phaik Kooi 521,900 0.33 

29 Chong Kian Seng 520,000 0.33 

30 Looi Yee Kong 500,000 0.32 

(E) STATEMENT OF DIRECTORS’ INTERESTS IN THE SECURITIES OF THE COMPANY AS AT 30 MARCH 2012 

(1) Directors’ Interests in Ordinary Shares 

(In accordance with the Register maintained under Section 134 of the Companies Act, 1965) 

72,843,502 46.34 


Director No. of Shares % No. of Shares % 

Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid 1,278,332 0.16 27,0002 0.003 

Taing Kim Hwa 2,146,445 0.26 161,633,7941 19.77 

Goh Chin Liong 5,478,033 0.67 - - 

Choe Kai Keong 2,486,307 0.30 - - 

Liang Kai Chong 3,140,394 0.38 203,4982 0.03 

Cheah Hon Kuen 747,872 0.09 - - 

Choo Tak Woh - - 303,1122 0.04 

Note to interest in shares:- 

1 Deemed interested by virtue of his 50% direct interest in Cash Carat Sdn Bhd, the holding company of WCT Capital Sdn Bhd 

which in turn is a substantial shareholder in WCT Berhad. 

2 Deemed interested through his spouse’s or child’s direct interest in the Company.

(2) Directors’ Interests in Warrants 2008/2013 





Name No. of Warrants % No. of Warrants % 

Taing Kim Hwa 1,607,863 1.15 29,986,2991 21.52 

Goh Chin Liong 803,000 0.58 - - 

Choe Kai Keong 526,400 0.38 - - 

Cheah Hon Kuen 54,000 0.04 - - 

Note to interest in warrants:- 

1 Deemed interested by virtue of his 50% direct interest in Cash Carat Sdn Bhd, the holding company of WCT Capital Sdn Bhd. 

(3) Directors’ Interests in Warrants 2011/2016 



Name No. of Warrants % No. of Warrants % 

Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid 100,000 0.06 - - 

Taing Kim Hwa 601,000 0.38 39,964,8581 25.42 

Goh Chin Liong 1,100,000 0.70 - - 

Choe Kai Keong 493,100 0.31 - - 

Liang Kai Chong 506,545 0.32 40,6992 0.03 

Cheah Hon Kuen 50,000 0.03 - - 

Note to interest in warrants:- 

1 Deemed interested by virtue of his 50% direct interest in Cash Carat Sdn Bhd, the holding company of WCT Capital Sdn Bhd. 

2 Deemed interested through his spouse’s direct interest in the Company. 

215 



cont’d

216 



NOTICE OF 

THIRTY FIRST ANNUAL GENERAL MEETING 

NOTICE IS HEREBY GIVEN THAT the Thirty First Annual General Meeting (“AGM”) of WCT Berhad will be held at 

Ballroom 1, Ground Floor, Première Hotel, Bandar Bukit Tinggi 1/KS6 Jalan Langat, 41200 Klang, Selangor Darul Ehsan, 

Malaysia, on Wednesday, 16 May 2012 at 10.30 a.m. for the following purposes:- 

AGENDA 

1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2011 and the 

Reports of the Directors and Auditors thereon. 

2. To declare a final dividend of 3.0 sen per ordinary share of RM0.50 each less Malaysian Income Tax of 

25% and a final tax exempt dividend of 1.5 sen per ordinary share of RM0.50 each for the year ended 31 

December 2011. 

3. To re-elect Mr Choo Tak Woh who retires in accordance with Article 65 of the Company’s Articles of 

Association. 

4. To re-elect Mr Andrew Lim Cheong Seng who retires in accordance with Article 70 of the Company’s 

Articles of Association. 

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix 

their remuneration. 

6. As Special Business, to consider and, if thought fit, pass the following Resolutions:- 

(i) As Ordinary Resolution - Proposed Renewal of Share Buy-Back Authority 

“THAT, subject to the Companies Act, 1965 (the “Act”), rules, regulations and orders made pursuant 

to the Act (as may be amended, modified or re-enacted from time to time), the provisions of the 

Company's Memorandum and Articles of Association and the Listing Requirements of Bursa Malaysia 

Securities Berhad (“Bursa Securities”) and any other relevant authority, the Company be and is hereby 

authorised to purchase up to 81,000,000 ordinary shares of RM0.50 each in the Company's issued 

and paid-up share capital through Bursa Securities subject further to the following:- 

(i) the number of ordinary shares of RM0.50 each in the Company (“Shares”) which may be 

purchased or held by the Company shall not exceed 10 percent of the issued and paid-up 

share capital for the time being of the Company, subject to a restriction that the issued and 

paid-up share capital of the Company does not fall below the applicable minimum share 

capital requirements of the Listing Requirements of Bursa Securities; 

(ii) the maximum fund to be allocated by the Company for the purpose of purchasing the 

Shares shall not exceed the total retained earnings and share premium account of the 

Company. The audited retained earnings and share premium account of the Company as 

at 31 December 2011 amounted to RM57,124,774/- and RM414,206,021/- respectively; 

(iii) the authority conferred by this resolution will commence immediately upon the passing of 

this ordinary resolution and will continue to be in force until:- 

(a) the conclusion of the next AGM of the Company at which time it shall lapse unless 

by ordinary resolution passed at that meeting, the authority is renewed, either 

unconditionally or subject to conditions; 

Resolution 1 

Resolution 2 

Resolution 3 

Resolution 4 

Resolution 5



217 

NOTICE OF THIRTY FIRST ANNUAL GENERAL MEETING 

cont’d 

(b) the expiration of the period within which the next AGM is required by law to be held; 

or 

(c) revoked or varied by ordinary resolution passed by the shareholders in general 

meeting; 

whichever occurs first, but not so as to prejudice the completion of purchase(s) by the 

Company before the aforesaid expiry date and, in any event, in accordance with the 

provisions of the guidelines issued by Bursa Securities and any prevailing laws, rules, 

regulations, orders, guidelines and requirements issued by any relevant authorities; and 

(iv) upon completion of each purchase of Shares by the Company, the Directors of the Company 

be and are hereby authorised to cancel the Shares so purchased or to retain the Shares 

so purchased as treasury shares which may be distributed as dividend to shareholders 

or resold on Bursa Securities or subsequently cancelled or to retain part of the Shares so 

purchased as treasury shares and cancel the remainder and/ or to deal with the Shares in 

any other manner as may be allowed or prescribed by the Act or any other rules, regulations 

and/or orders made pursuant to the Act and the Listing Requirements of Bursa Securities 

and any other relevant authorities for the time being in force; 

AND THAT the Directors of the Company be and are hereby authorised to take all such steps as 

are necessary or expedient to implement, finalise or to effect the purchase(s) of Shares with full 

powers to assent to any conditions, modifications, resolutions, variations and/or amendments 

(if any) as may be imposed by the relevant authorities and to do all such acts and things as the 

Directors may deem fit and expedient in the best interest of the Company.” 

(ii) As Special Resolution - Proposed Amendments to the Articles of Association of the Company 

"THAT the alterations and modifications to the Articles of Association of the Company as set out 

in Part B of the Statement to Shareholders dated 23 April 2012 be hereby approved." 

GENERAL MEETING RECORD OF DEPOSITORS 

FURTHER NOTICE IS HEREBY GIVEN THAT, for the purpose of determining a member’s eligibility to attend and vote at 

the 31st AGM, the Company shall obtain a General Meeting Record of Depositors as at 9 May 2012 from Bursa Malaysia 

Depository Sdn Bhd in accordance with Article (4) of the Company’s Articles of Association and Section 34(1) of the Securities 

Industry (Central Depositories) Act, 1991. Only depositors whose names appear therein shall be entitled to attend in person 

or appoint proxies to attend and/or vote on their behalf at the AGM. 

NOTICE OF DIVIDEND PAYMENT AND ENTITLEMENT DATE 

Resolution 6 

Special 

Resolution 

NOTICE IS ALSO HEREBY GIVEN that a final dividend of 3.0 sen per ordinary share of RM0.50 each less Malaysian Income 

Tax of 25% and a final tax exempt dividend of 1.5 sen per ordinary share of RM0.50 each for the financial year ended 31 

December 2011, if approved at the forthcoming Annual General Meeting, will be payable on 8 June 2012.

218 



NOTICE OF THIRTY FIRST ANNUAL GENERAL MEETING 

cont’d 

The entitlement date shall be fixed on 23 May 2012 and a Depositor shall qualify for entitlement only in respect of: 

(a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 23 May 2012 in respect of ordinary 

transfers; and 

(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia 

Securities Berhad. 

By Order of the Board 

WONG POOI CHEONG 

Secretary 


23 April 2012 

NOTES: 

A. PROXY 

1. A member entitled to attend and vote at the meeting may appoint one (1) proxy to attend and vote on his/her behalf. A proxy 

may but need not be a member of the Company and if not a member, he/she need not be a qualified legal practitioner, an 

approved company auditor or a person approved by the Registrar. 

2. The instrument appointing a proxy shall be signed by (a) the individual member or (b) the individual member’s attorney duly 

supported by a certified true copy of the power of attorney. 

3. For a corporate member, the instrument appointing a proxy shall be executed under (a) its common seal or (b) the hand 

of a duly authorised officer or attorney. In the case of (b), it shall be supported by a certified true copy of (i) the resolution 

appointing such officer, or (ii) the relevant power of attorney. 

4. In the case of a member who is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) 

Act, 1991, there is no limit as to the number of proxies it may appoint. If more than one (1) proxy is appointed, the Exempt 

Authorised Nominee shall specify the number of shares to be represented by each proxy. 

5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 12, Jalan Majistret 

U1/26, Seksyen U1, Lot 44, Hicom-Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan, not less than forty-eight 

(48) hours before the time fixed for holding the meeting or any adjourned meeting thereof. 

B. DIRECTOR NOT SEEKING RE-ELECTION 

Mr Cheah Hon Kuen, the Independent Non-Executive Director who is retiring pursuant to Article 65 of the Company’s Articles of 

Association, has given notification that he is not seeking re-election and will retire upon the conclusion of the AGM. 

C. EXPLANATORY NOTES ON SPECIAL BUSINESS 

Resolution 6 and Special Resolution 

Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority and Proposed 

Amendments to the Articles of Association of the Company dated 23 April 2012 despatched together with the Company’s 2011 

Annual Report for further information.

Meeting : 31st Annual General Meeting (“AGM”) 

Date : Wednesday, 16 May 2012 



219 

ADMINISTRATIVE 

DETAILS 

PARKING 

There is ample parking space at the designated parking levels in Première Hotel, Klang. Please follow the relevant signage to 

the car parks. Parking is free if the card is duly validated at the machine installed outside Ballroom 1 on the Ground Floor. 

REGISTRATION 

Registration will commence at 9.00 a.m. and will remain open until the conclusion of the AGM or such time as may be 

determined by the Chairman of the meeting. 

Please produce your original Identity Card during registration for verification purposes. 

REFRESHMENTS 

Light refreshment will be served before the commencement of the AGM at the foyer outside Ballroom 1 on the Ground Floor. 

LUNCH 

Upon the conclusion of the AGM and Extraordinary General Meeting (which will convene immediately after the AGM), a 

buffet lunch will be served at the Ballroom 2 on the Ground Floor. 

RECORD OF DEPOSITORS FOR ATTENDANCE AT AGM 

For the purpose of determining a member’s eligibility to attend and vote at the 31st AGM, the Company shall obtain a 

General Meeting Record of Depositors as at 9 May 2012 from Bursa Malaysia Depository Sdn Bhd in accordance with Article 

(4) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991. 

Only depositors whose names appear therein shall be entitled to attend in person or appoint proxies to attend and/or vote 

on their behalf at the AGM. 

LOCATION MAP TO PREMIÈRE HOTEL, , KLANG 

23 April 2012 

Time : 10.30 a.m. 

Venue : Ballroom 1, Ground Floor, Première Hotel, Klang.

220 



This page has been intentionally left blank

I/We 


(Incorporated in Malaysia) 

(Name in full) 

I.C. or Company No. 

of 

CDS Account No. 

(Full address) 

being a member of WCT Berhad, hereby appoint 

(Name in full) 

I.C. No. 

FORM OF PROXY 

of 

(Full address) 

or failing him, the Chairman of the meeting as my/our proxy to attend and vote for me/us on my/our behalf at the Thirty First 

Annual General Meeting of the Company to be held at Ballroom 1, Ground Floor, Première Hotel, Bandar Bukit Tinggi 1/KS6 

Jalan Langat, 41200 Klang, Selangor Darul Ehsan on Wednesday, 16 May 2012 at 10.30 a.m. or at any adjournment thereof. 

This proxy is to vote on the resolutions set out in the Notice of Annual General Meeting as indicated with an "X" in the 

appropriate spaces provided. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy 

will vote or abstain from voting at his/her discretion. 

ORDINARY RESOLUTIONS FOR AGAINST 

1 Adoption of Audited Financial Statements and Reports of the Directors and Auditors for the 

year ended 31 December 2011. 

2 Declaration of a Final Dividend of 3.0 sen per ordinary share less Malaysian Income Tax of 25% 

and a final tax exempt dividend of 1.5 sen per ordinary share. 

3 Re-election of Mr. Choo Tak Woh. 

4 Re-election of Mr Andrew Lim Cheong Seng. 

5 Re-appointment of Messrs Ernst & Young as Auditors of the Company and to authorise the 

Directors to fix their remuneration. 

6 Proposed Renewal of Share Buy-Back Authority. 

SPECIAL RESOLUTION 

Proposed Amendments to the Articles of Association of the Company. 

Dated this day of 2012 

Signature(s)/Common Seal of member(s) 

No. of ordinary shares held 

Notes:- 

1. A member entitled to attend and vote at the meeting may appoint one (1) proxy to attend and vote on his/her behalf. A proxy may 

but need not be a member of the Company and if not a member, he/she need not be a qualified legal practitioner, an approved 

company auditor or a person approved by the Registrar. 

2. The instrument appointing a proxy shall be signed by (a) the individual member or (b) the individual member’s attorney duly supported 

by a certified true copy of the power of attorney. 

3. For a corporate member, the instrument appointing a proxy shall be executed under (a) its common seal or (b) the hand of a duly 

authorised officer or attorney. In the case of (b), it shall be supported by a certified true copy of (i) the resolution appointing such 

officer, or (ii) the relevant power of attorney. 

4. In the case of a member who is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 

1991, there is no limit as to the number of proxies it may appoint. If more than one (1) proxy is appointed, the Exempt Authorised 

nominee shall specify the number of shares to be represented by each proxy. 

5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 12, Jalan Majistret U1/26, 

Seksyen U1, Lot 44, Hicom-Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan, not less than forty-eight (48) hours 

before the time for holding the meeting or any adjourned meeting thereof.

Fold This Flap For Sealing 

Then Fold Here 

1st Fold Here 

THE COMPANY SECRETARY 


No. 12, Jalan Majistret U1/26, Seksyen U1 

Lot 44, Hicom-Glenmarie Industrial Park 

40150 Shah Alam 


Malaysia 

Affix Stamp

IXORA 

CAMELLIA 

Double-storey bungalow 

Phase C10, Bandar Parklands, Klang, Selangor 

Standard land area: 70’ X 97’ 

Standard gross built-up area: from 4,856 sq.ft. 

FERNRIA 

Double-storey semi-detached house 


Standard land area: 40’ X 80’ / 40’ X 82.5’ 


Double-storey cluster house 


Standard land area: 32’ X 65’ ; 34’ X 65’ 


CLIVIA 

Double-storey super-link house 


Standard land area: 24’ X 75’ / 24 X 85’ 


For further enquiries, please contact +603 3324 3255 (Ext. 602-606)


1Medini 

www.1medini.com 

No. 12, Jalan Majistret U1/26, Seksyen U1, 

Hicom-Glenmarie Industrial Park, 40150 Shah Alam, 

Selangor Darul Ehsan, Malaysia. 

T : +603 7805 2266 

F : +603 7804 9877 

E : enquiries@wct.com.my 

www.wct.com.my

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