Notes To The Financial Statements - Announcements - Bursa Malaysia

www.klb.my 

KONSORTIUM LOGISTIK BERHAD (89243-A) Annual Report 2012 

CONTINUED EXCELLENCE 

FOR GENERATIONS 

Annual Report 2012

Our Mission 

We Provide Our Customers With A Competitive 

Advantage Through The Delivery Of Superior Logistics 

Services. 

Our Guiding Principles 

• INTEGRITY • QUALITY 

• DISCIPLINE • COMMITMENT 

• TEAMWORK • INITIATIVE 

Cover Rationale 

The Stopwatch symbolizes our commitments to fulfill our 

pledge to our customers ie. “Delivering Quality with Speed”. 

As a logistics service provider, we strive to continuously 

improve ourselves in delivering our services on a timely and 

efficient manner in order to achieve “Continued Excellence 

for Generations”. 

We Accomplish Our Mission By 

• Accumulating in-depth knowledge of our customers, interaction 

with their business partners and their industry to better service their 

needs 

• Recruiting, training, empowering and rewarding talented and 

motivated people 

• Selecting and developing a network of effective and reliable 

affiliates 

• Applying proven enabling technologies, techniques and tools for 

developing and executing innovative logistics solutions 

• Improving the value of our service by continuosly reassessing 

current solutions and jointly developing new capabilities with our 

customers 

• Ensuring that the environment in which we operate is safe, healthy 

and secure.

PERFORMANCE REVIEW 

2012 Total Revenue 

LSO Auto 

RM96.501m 

LSO Project 

RM24.200m 

LSO Energy and 

Infrastructure 

(Formerly known as 

Oil and Gas Logistic) 

RM3.044m 

LSO DISTRIBUTION 

RM6.821m 

IAO Transport 

RM104.559m 

IAO Value Added 

Services 

RM33.502m 

LSO Auto 

IAO Transport 

LSO Project 

LSO Energy & Infrastructure 1% 

9% 

LSO Value Added Services 12% 

LSO Distribution 

3% 

36% 

39% 

Contents 

CORPORATE 1 Performance Review 

2 Group’s Five-Year Financial Highlights 

3 Our Business Model 

4 Corporate Information 

5 Corporate Structure 

6 Global Presence 

7 Board of Directors 

8 Directors’ Profile 

13 Executive Management 

14 Our Management 

REPORT 15 Chairman’s Statement 

21 Review of Operations 

28 Corporate Social Responsibility 

COMPLIANCE 31 Corporate Governance Statement 

& VOLUNTARY 51 Statement on Risk Management and 

Internal Control 

56 Audit Committee Report 

FINANCIALS 64 Directors’ Report 

73 Statement by Directors 

74 Statutory Declaration 

75 Independent Auditors’ Report 

78 Statements of Comprehensive Income 

80 Statements of Financial Position 

82 Statements of Changes in Equity 

86 Statements of Cash Flow 

90 Notes to the Financial Statements 

OTHERS 231 Group Properties 

233 Analysis of Shareholdings 

238 Notice of Annual General Meeting 

Form of Proxy 

Konsortium Logistik Berhad (89243-A) 

Annual Report 2012 

Delivering Quality with Speed 

1

2 

Group’s Five-Year Financial Highlights 

STATISTICAL INFORMATION 

Revenue (RM’000) 

RM268,627 

Profit/(loss) from 

ordinary activities 

after tax and minority 

interest (RM’000) 

RM16,573 

2008 

2009 

2010 

2011 

2012 

2010 

239,135 

2008 

2009 

260,368 

294,410 

258,723 

(26,512) 

2011 

2012 

21,319 

23,274 

268,627 

25,953 

16,573 

Profit/(loss) from 

ordinary activities 

before tax (RM’000) 

RM22,072 

Staff Strength 

1,520 

2010 

2008 

2009 

2010 

2011 

2012 

2008 

2009 

(18,216) 

2011 

2012 

1,219 

28,661 

1,155 

31,855 

1,356 

32,716 

1,330 

22,072 

1,520 

2008 2009 2010 2011 2012 

Revenue (RM’000) 260,368 239,135 294,410 258,723 268,627 

Profit/(loss) from ordinary activities before tax (RM’000) 28,661 31,855 (18,216) 32,716 22,072 

Profit/(loss) from ordinary activities after tax and minority interest (RM’000) 21,319 23,274 (26,512) 25,953 16,573 

Net profit/(loss) attributable to shareholders 22,188 24,979 (26,364) 25,953 16,573 

Shareholders’ funds 307,512 318,164 253,303 204,339 195,611 

Net earnings/(loss) per share (sen) 9.42 10.90 (11.14) 10.97 6.57 

Net tangible assets per share (RM) 1.31 1.31 1.02 0.76 0.73 

Dividend rate (%) 8.08 11.04 19.50 45.70 10.00

Our Business Model 

Logistics Service 

Organisation ( LSO ) 

LSO comprises the key market segments 

that we serve. Each team within the 

segments market their customised logistics 

solutions to their specific set of customers. 

Once accepted, the team implements the 

logistics solution by using the logistics 

components of our internal and external 

affiliates. The major market segments are: 

Automotive 

Logistics 

Supply Chain 

Logistics 

Energy and 

Infrastructure 

(Previously known as 

Oil and Gas Logistics) 

Project 

Logistics 

Internal and External 

Affiliate Organisations 

(IAO and EAO) 

IAO and EAO comprise logistics 

components that we own and manage as 

well as those of our partners. 

Haulage Service 

Value Added 

Services 

• Port and Customs 

Clearance 

• Free Commercial 

Zone 

• Insurance 

• Bonded and 

Conventional 

Warehouse 




Shared Services 

Organisation (SSO) 

SSO provides common support to both the LSO, 

IAO and EAO. These services include: 

Finance 

Business 

Process 

& IT 

Corporate 

Communications 

Human 

Resource 

Internal Audit 

& Risk 

Management 

Legal & 

Secretarial 

Services 

3

4 

Corporate Information 

BOARD OF DIRECTORS 

Haji Ismett Azyze bin Hamad Abbdul Azyze 

Independent Non-Executive Director and 

Chairman 

Zulkifli bin Sarkam 

Executive Director 

Mohd Aminudin bin Mustapha 

Independent Non-Executive Director 

Dato‘ Rosli bin Sharif 


Dato’ Seri Talaat bin Husain 

Non-Independent Non-Executive Director 

Dato’ Abdul Rahman bin Ahmad 


Nik Johaan bin Nik Hashim 


AUDIT COMMITTEE 

Dato‘ Rosli bin Sharif (Chairman) 





REMUNERATION COMMITTEE 

Dato‘ Rosli bin Sharif (Chairman) 





NOMINATION COMMITTEE 

Haji Ismett Azyze bin Hamad Abbdul Azyze (Chairman) 


Dato‘ Rosli bin Sharif 



COMPANY SECRETARIES 

Leong Oi Wah (MAICSA 7023802) 

Lim Siau Cheng (MAICSA 7060871) 

AUDITORS 

Messrs PricewaterhouseCoopers (AF 1146) 

10th Floor, 1 Sentral, Jalan Travers 

Kuala Lumpur Sentral 

50706 Kuala Lumpur 

Malaysia 

Tel : (603) 2173 1188 

Fax : (603) 2173 1288 

SHARE REGISTRAR 

Symphony Share Registrars Sdn Bhd (378993-D) 

Level 6, Symphony House 

Pusat Dagangan Dana 1, Jalan PJU 1A/46 

47301 Petaling Jaya, Selangor Darul Ehsan 


Tel : (603) 7841 8000 

Fax : (603) 7841 8008 

REGISTERED OFFICE 

Lot 22202, Jalan Gambus 33/4 

Off Jalan Bukit Kemuning, Batu 8.5 

40350 Shah Alam, Selangor Darul Ehsan 


Tel : (603) 5121 9988 

Fax : (603) 5122 9898 

E-mail : enquiry@klb.my 

PRINCIPAL BANKERS 

Ambank (M) Berhad (8515-D) 

CIMB Bank Berhad (13491-P) 

Malayan Banking Berhad (3813-K) 

Standard Chartered Saadiq Berhad (823437-K) 

STOCK EXCHANGE LISTING 

Main Market of 

Bursa Malaysia Securities Berhad, Malaysia 

Stock Name : KONSORT 

Stock Code : 6157 

WEBSITE 

www.klb.my

Corporate Structure 

100% 

100% 

North Terminal Sdn. Bhd. 

100% 

100% 

Diperdana Selatan 

Sdn. Bhd. 

Diperdana Terminal 

Services Sdn. Bhd. 

100% 

100% 

Asia Pacific Freight 

System Sdn. Bhd. 

100% 

100% 

100% 

Kaypi Southern 

Terminal Sdn. Bhd. 

100% 

KP Distribution 

Services Sdn. Bhd. 

KP Asia Auto 

Logistics Sdn. Bhd. 

Pengangkutan 

Aspacs Sdn. Bhd. 

Diperdana Utara 

Sdn. Bhd. 

Kaypi Logistics 

Depot Sdn. Bhd. 

49% 

100% 

35% 

Westport Distripark (M) 

Sdn. Bhd. 

100% 

KPB Sadao ICD 

Co. Ltd. 

100% 

100% 

100% 

100% 

Cougar Logistics 

(Malaysia) Sdn. Bhd. 

Aman Freight 

(Malaysia) Sdn. Bhd. 

PNSL Berhad 

Diperdana Kontena 

Sdn. Bhd 

Malaysian Shipping 

Agencies Sdn. Bhd. 

Chong Fui Shipping & 

Forwarding Sdn. Bhd. 




100% 

100% 

100% 

Maya Perkasa 

(M) Sdn. Bhd. 

100% 

100% 

100% Konsortium 

Logistik 

(Sarawak) 

Sdn. Bhd. 

Aman Freight 

Services 

Sdn. Bhd. 

Parcel Tankers 


Sdn. Bhd. 

PNSL Risk 

Management 

Sdn. Bhd. 

Konsortium 

Logistik 

(Sabah) 

Sdn. Bhd. 

5

6 

Global Presence 

01 

02 

03 

04 05 

01. LOS ANGELES, USA 

Express Une Corporation Inc Usa 

02. HOUSTON, USA 

Express Une Corporation Inc Usa 

03. NEW ORLEANS, USA 

Express Line Corp, USA 

10 

08 

09 

06 

07 

11 

15 

13 

12 

17 

16 

18 

21 

04. QUEBEC, CANADA 

Express Line (USA) 

05. LONDON, UK 

KRL 

06. ROTTERDAM, NETHERLANDS 

Mark VII 

19 

20 

22 

07. ITALY 

Mark VII 

08. HAMBURG, GERMANY 

Mark VII 

09. BREMEN, GERMANY 

Mark VII 

10 . STOCKHOLM, SWEDEN 

Mark VII 

11. JOHANNESBURG, SOUTH AFRICA 

Deugro S.A 

12. SADAO, THAILAND 

KPB Sadao ICD Co Ltd 

13. BANGKOK, THAILAND 

Cargo Express Service 

14. SINGAPORE 

Titan Logistics Pte Ltd 

15. JAKARTA, INDONESIA 

PT Niaga Trans Buana/Entebe Logistic 

16. HONG KONG, CHINA 

Speedy Aircargo 

17. SHANGHAI, CHINA 


18. SEOUL, KOREA 

Sun & Moon Logistics 

19. TAIWAN 


20. MANILA, PHILIPPINES 

Jugro Air Freight 

21. TOKYO, JAPAN Shine Express 

22. SYDNEY, AUSTRALIA 

Bright Logistics Pty Ltd 

23. NORTH SHORE CITY, NEW ZEALAND 

DCB International

Board of Directors 

From left to right: 

1. Haji Ismett Azyze bin Hamad Abbdul Azyze 2. Zulkifli bin Sarkam 3. Dato’ Abdul Rahman bin Ahmad 

Independent Non-Executive Director and Chairman Executive Director Non-Independent Non-Executive Director 

4. Nik Johaan bin Nik Hashim 5. Dato’ Rosli bin Sharif 6. Dato’ Seri Talaat bin Husain 

Non-Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director 

7. Mohd Aminudin bin Mustapha 





1 2 3 4 5 6 7 

7

8 

Directors’ Profile 

Haji Ismett Azyze bin Hamad Abbdul Azyze, a Malaysian aged 

68, was appointed as an Independent Non-Executive Director 

of Konsortium Logistik Berhad on 25 September 2007 and was 

subsequently appointed as the Chairman on 30 November 2007. 

He holds a Masters Degree in Education Technology from Brighton 

University, England. 

He served as the Regional Liaison Officer Brighton for Malaysian 

students in United Kingdom and Eire (for Southern England and 

Wales) from 1985 to 1989. Thereafter, he returned to Malaysia to 

take up the position of Special Aide to the Director General of the 

Ministry of Education until 1992. He was then posted again to the 

United Kingdom to serve as the Regional Liaison Officer Glasgow 

for Malaysian students in United Kingdom and Eire (for Scotland 

and Northern England) until 1995. 

In 1996, he was appointed the Principal Private Secretary to the 

Deputy Minister of the Ministry of Education up until 2000 when 

ZULKIFLI BIN SARKAM 

• Executive Director 

Zulkifli bin Sarkam, a Malaysian aged 55, was appointed as an 

Executive Director of Konsortium Logistik Berhad on 12 June 2007. 

He holds an Advanced Diploma in Business Administration 

(Transport) from Universiti Technologi MARA (UiTM). 

He joined PNSL Berhad as an Executive in 1982 and was promoted 

to the position of General Manager of PNSL Berhad before joining 

HAJI ISMETT AZYZE BIN 

HAMAD ABBDUL AZYZE 

• Independent Non-Executive 

Director and Chairman 

• Chairman of Nomination 

Committee 

• Member of Audit Committee 

• Member of Remuneration 

Committee 

he was made the Education Advisor for the Institute Technology 

Tun Abdul Razak. During this period until his retirement from public 

service in 2002, he was also the Special Adviser to the Chairman 

and Chief Executive Officer of KUB Malaysia. 

He has no family relationship with any Director and/or major 

shareholder, nor any conflict of interest with Konsortium Logistik 

Berhad. He has no convictions for any offences within the past 10 

years other than traffic offences, if any. 

Malaysian Shipping Agencies Sdn Bhd, a wholly-owned subsidiary 

of Konsortium Logistik Berhad in 1998. 

Currently, as an Executive Director of Konsortium Logistik Berhad, he 

is responsible in overseeing the Sea Logistics division and assisting 

the Project Logistics (Private & Government business sectors). He 

also sits on the Board of Directors of several subsidiary companies 

in the Group. 




years other than traffic offences, if any.

Directors’ Profile (cont’d) 

Mohd Aminudin bin Mustapha, a Malaysian aged 43, was appointed 

as an Independent Non-Executive Director of Konsortium Logistik 

Berhad on 26 June 2007. He was re-designated as Non-Independent 

Non-Executive Director on 8 August 2007 and was subsequently 

re-designated as an Independent Non-Executive Director on 16 May 

2012. 

He holds a Bachelor of Economics (Finance) from the International 

Islamic University Malaysia. 

He started his career as the Executive Director of Precision Portal Sdn 

Bhd (“PPSB”) in 2005. During his service with PPSB, the company has 

grown to become one of the renowned System Integrator company 

in Malaysia, securing several Government Mega IT projects. He left 

PPSB in 2008 and thereafter served as the Advisor to PPSB from 

2009. 

He was appointed as the Special Advisor to the Information Bureau 

for the Exco Pemuda UMNO Malaysia from 2004 to 2008. He is 

also instrumental in introducing the electric-car technologies to the 

country by assisting PROTON to partner with Detroit Electric, USA. 

MOHD AMINUDIN BIN 

MUSTAPHA 

• Independent Non-Executive 

Director 


• Member of Nomination Committee 

• Member of Remuneration Committee 




Currently, he is a director of Mozzpower Sdn Bhd (“MPB”) since 

2010. MPSB is a mechanical and electrical contractor company 

which undertakes many Government projects. He is also a director 

of a property investment company since 2006. 





9

10 


Dato’ Rosli bin Sharif, a Malaysian aged 59, was appointed as an 

Independent Non-Executive Director of Konsortium Logistik Berhad 

on 23 February 2011. 

He is a Certified Public Accountant and a member of the Malaysian 

Institute of Accountants. He has attended the Senior Executive 

Development Programme at Banff School of Advanced Management, 

(BSAM) Canada. 

He has served the Government of Malaysia in various capacities 

at the Treasury Department of the Accountant General’s Office, 

Accountant at the Department of Civil Aviation and as the State 

Treasurer of Negeri Sembilan from 1980 to 1982. Since then, he has 

served as a director in several private limited companies involved in 

construction and property development. 

He joined Cement Industries of Malaysia Berhad (“CIMA”) in 1988 

as the Group Finance Manager and was subsequently promoted 

to General Manager, then Chief Operating Officer and Managing 

Director in 2002. Between 1998 to 2005, he led CIMA to grow its 

business and in particular involved to acquire and restructure Negeri 

Sembilan Cement Industries Sdn Bhd, which resulted in CIMA 

expanding its production capacity and market share especially 

in Singapore. He was the Chairman of the Cement and Concrete 

Association of Malaysia from 1998 to 2000. 

DATO’ ROSLI BIN SHARIF 

• Independent Non-Executive Director 

• Chairman of Audit Committee 

• Chairman of Remuneration Committee 


In 2006, he was appointed as the Senior Director to head International 

Business West Asia at UEM Group Berhad and from 2009 to 2011, 

he was Senior Director, Corporate Services of the UEM Group. 

Currently, he is the Managing Director of Seloga Holdings Berhad 

and sits on the board of several companies of the Group. 






Dato’ Seri Talaat bin Husain, a Malaysian aged 62, was appointed 

as an Independent Non-Executive Director of Konsortium Logistik 

Berhad on 16 August 2007. He was subsequently re-designated as 

a Non-Independent Non-Executive Director on 26 February 2013. 

He had his early education at Anglo-Chinese School, Sitiawan and 

later at The Malay College Kuala Kangsar. He holds a Bachelor of 

Social Sciences (Hons) Degree in Political Science from University 

of Science, Malaysia and a Master’s Degree in Professional Studies 

(International Planning) from Cornell University, United States 

of America. He has also attended the Senior Executive Program 

at London Business School, United Kingdom and the Advanced 

Management Program at Harvard Business School, United States 

of America. 

He started his civil service career in 1973 as Assistant State Secretary 

in Penang and since then held several key positions in the Prime 

Minister’s Department, Socio-Economics Research Unit, National 

Institute for Public Administration, National Palace and the Ministry 

of Education. He served as the Mayor of Ipoh, Perak from 1998 to 

2002. He then served as Secretary-General of the Ministry of Youth 

and Sports and the Ministry of Domestic Trade and Consumer Affairs 

before his retirement from public service in January 2007. 

DATO’ SERI TALAAT BIN HUSAIN 

• Non-Independent Non-Executive 

Director 







Thereafter, he served as the Chairman of the Companies Commission 

of Malaysia and as Board member of the Sepang International 

Circuit, Malaysian Intellectual Property Corporation and Malaysian 

Communication and Multimedia Corporation. 

Currently, he sits on the Board of Shell Refining Company (Federation 

of Malaya) Berhad, Silver Bird Group Berhad and Mizuho Corporate 

Bank (Malaysia) Berhad. He also sits on the Board/Council of the 

Outward Bound Trust of Malaysia. 





11

12 


Dato’ Abdul Rahman bin Ahmad, a Malaysian aged 44, was 

appointed as a Non-Independent Non-Executive Director of 

Konsortium Logistik Berhad on 26 February 2013. 

He holds a Master in Economics from University of Cambridge, 

United Kingdom and is a member of the Institute of Chartered 

Accountants, England & Wales. 

Dato’ Abdul Rahman began his career at Arthur Andersen, London 

and later served as Special Assistant to the Executive Chairman 

of Trenergy (M) Berhad/Turnaround Managers Inc (M) Sdn Bhd. He 

subsequently joined Pengurusan Danaharta Nasional Berhad, the 

country’s national asset management company, as Unit Head and 

later went to become an Executive Director of SSR Associates Sdn 

Bhd. 

Dato’ Abdul Rahman was the Group Managing Director/Chief 

Executive Officer of Malaysian Resources Corporation Berhad 

(“MRCB”) and subsequently Media Prima Berhad, a leading integrated 

media investment group in Malaysia. He is currently a Director and 

NIK JOHAAN BIN NIK HASHIM 

• Non-Independent Non-Executive 

Director 




Nik Johaan bin Nik Hashim, a Malaysian aged 43, was appointed as 

a Non-Independent Non-Executive Director of Konsortium Logistik 

Berhad on 23 December 2010. 

He graduated from the University of Leicester, United Kingdom 

with a Bachelor of Arts Degree in Economics. He later obtained a 

Master’s Degree in International Banking & Financial Services from 

the University of Reading, United Kingdom. 

DATO’ ABDUL RAHMAN 

BIN AHMAD 

• Non-Independent Non-Executive Director 

the Chief Executive Officer of Ekuiti Nasional Berhad and also sits 

on the Board of MRCB, Axiata Group Berhad and M+S Pte Ltd, a 

joint venture company between Khazanah Nasional Berhad and 

Temasek Holdings. 





He started his career in CIMB Investment Bank Berhad and has over 

18 years of experience primarily in Investment Banking where he led 

and managed debt capital market transactions, loan syndications, 

IPOs, project advisory and debt restructuring exercises. During his 

tenure there, he also served three years in CIMB Bank as Regional 

Director for consumer and business banking sales. His last position 

in CIMB Bank was Director and Head, Multinational Corporations 

and Government Relations. 

Currently, he is a Senior Director, Investment/Stakeholder 

Management of Ekuiti Nasional Berhad and represents the company 

on the boards of its investee companies which also include 

Lyndarahim Ventures Sdn Bhd and Awana Setia Sdn Bhd. 





Executive Management 

from left to right: 



Zarihi bin Hashim 

Chief Operating Officer 

Eddie Thoo W’y-Kit 

Chief Financial Officer 




13

14 

Our Management 

From left to right 

Francis Choong Swee Sang 

VP, Head of Distribution Logistics 

Shahrilnizam Shahrum 

VP, Head of Southern Regio 

Palaniayah Suppiah 

VP, Head of Central Region 

Mohd Jailani Ibrahim 

VP, Head of Northern Region 

From left to right 

Shanice Lim Company Secretary 

Rosli Man VP, Head of Group 

QHSSE & Facilities 

Siti Noor Yaakub VP, Head 

of Internal Audit & Risk 

Management 

From left to right : 

Pauline Tee 

SVP, Value Added Services 

Syed Kamal Said Ali 

SVP, Group Human Resource 

Nasruddin Hj Ismail 

VP, Head of Automotive Logistics 

Mohamad Azim Tan Azlan Tan 

VP, Head of Energy & Infrastructure 

Ahmad Munawir Mohammed 

VP, Head of Project Logistics 

From left to right : 

Abd Haris Abu Bakar 

VP, Head of Business Process & IT 

Tan Hoe Boon 

VP, Head of Group Procument 

Wong Inn Lai 

VP, Credit Control

Chairman’s Statement 

Dear Shareholders, 

On behalf of the Board of Directors, I am 

pleased to present to you the Annual Report 

and financial results of Konsortium Logistik 

Berhad for the financial year ended 

31 December 2012. 

HAJI ISMETT AZYZE BIN 

HAMAD ABBDUL AZYZE 

Chairman 




15

16 

Chairman’s Statement (cont’d) 

BUSINESS AND ECONOMY OVERVIEW 

The Malaysian economy remained resilient in 

2012, driven largely by domestic consumptions 

and government driven investments. 

The local logistics industry is expected to grow 

by 10.3% to RM129.93 billion in 2012 against an 

estimated RM117.8 billion last year, on strong 

government support for logistics-related 

development and growth fuelled by foreign 

investments. 

Government Transformation Programme and 

the Economic Transformation Programme 

(ETP), have created a conducive business 

environment for growth in the logistics market. 

Malaysia’s strategic location and its focus 

on enhancing supply-chain efficiency would 

continue to spur expansion in the logistics 

industry here. 

The country’s total cargo volume reached 545.13 

million tonnes in 2012, a jump of 10.1% over the 

495.29 million tonnes recorded last year. 

Going forward, the Malaysian logistics industry 

is projected to expand at a compound annual 

growth rate of 11.6% to touch RM203.71 billion in 

2016. 

As Konsortium Logistik Berhad (“KLB”) aspires 

to be a market leader and a pioneer in the 

logistics industry, we continue to reinvent 

ourselves through various innovative strategies 

in pursuance to our mission over the years 

– to provide our customers with a competitive 

advantage through the delivery of superior 

logistics services. This requires advanced 

solutions that deliver real value for our customers. 

Every business has its unique supply chain 

needs and challenges. Our customers’ logistics 

requirements are ever changing and are 

always challenging. At KLB, we work with our 

customers to ensure optimal supply chains 

that provide maximum benefits to customers. 

On the business development, I am pleased 

with the team’s efforts to expand our 

businesses. KLB has been appointed as one 

of the panellists for both Mass Rapid Transit 

Corporation Sdn. Bhd. (“MRT Corp”) and 

Petronas Carigali Sdn. Bhd. in August 2012. 

These significant appointments are expected 

to lead the way for KLB to penetrate into the 

Energy and Infrastructure sectors. With the 

increasing business opportunities arising in 

these sectors, KLB is poised to achieve better 

financial results in the coming financial year.


FINANCIAL PERFORMANCE 

As a result of our focused efforts, the Group recorded a commendable 

set of results for the year ended 31 December 2012. 

Revenue 

During the year, the revenue increased 3.8% to RM268.6 milIon in 2012 

compared to RM258.7 million recorded in 2011. 

Profit 

The Group registered a net profit of RM16.6 million in 2012 as compared 

to RM26.0 million in 2011. 

Dividend 

The Board of Directors (“Board”) has recommended the payment of 

Interim Tax Exempt Dividend of 10.0 sen per ordinary share in respect of 

the financial year ended 31 December 2012. 

HUMAN CAPITAL & SYSTEMS DEVELOPMENT 




We continuously look for opportunities to strengthen our capabilities. 

The Management seeks to develop our core competencies in order to 

provide significant values to our customers. 

Our capabilities and competencies lie significantly with our people and 

systems. We strive to create an enviroment that nurtures, challenges and 

reward our people through performance linked incentive programme. 

This creates a strong employee value proposition and continuous 

improvement culture. 

17

18 


CORPORATE GOVERNANCE 

The Board has a long-standing commitment 

to corporate governance and protection of 

shareholder value, which has been integral 

to the Group’s achievements and strong 

financial profile to date. The Group’s corporate 

governance structure is a fundamental part 

of the Board’s responsibility to protect and 

to enhance long-term shareholder value 

and the financial performance of the Group, 

whilst taking into account the interests of all 

stakeholders. 

CORPORATE SOCIAL RESPONSIBILITY 

KLB actively supported important initiatives in 

those communities where our employees live 

and work throughout the nation. The Group has 

made several corporate charitable programs and 

activities during the year. 

The Group recognizes the importance of giving 

back to the employees, business partners and 

the community as part of the business feasibility. 

KLB endeavours to undertake a regular and 

sustainable Corporate Social Responsibility 

programme towards this objective.


MOVING FORWARD 

Coping with an environment of rising prices and an increasingly 

competitive market, we continuously explore new opportunities to 

reduce our cost structure and streamline processes in order to remain 

competitive. 

KLB’s extensive logistics industry experience and knowledge has 

enabled us to continue to deliver solutions to our customers that are 

practical, highly logical, totally effective and simple to install and operate 

on a day-to-day basis. Committed to continue evolving and carving 

a niche for ourselves as a leader in strategic logistics solutions, we 

remained focused on our goal to become an organisation that strives to 

deliver quality, efficiency and to continuously enhance our operational 

excellence throughout. 




19

20 


WARM APPRECIATION 

On behalf of the Board, I would like to acknowledge and thank all our 

valued employees whose hard work, dedication and commitments have 

contributed to the Group’s positive performance. 

The Board would also like to thank YBhg Datuk Che Azizuddin Che 

Ismail, fomer Chief Executive Officer and Executive Director of KLB, for 

his contribution throughout the past 17 years. 

I also wish to thank my distinguished colleagues on the Board for their 

invaluable support and contribution during the year. Their vital external 

input provides better strategic decisions for the Group. 

Last but not least, my heartfelt thanks to all our shareholders, customers, 

business partners and all other stakeholders for their absolute and 

steady confidence in supporting us to make KLB a company we can all 

be proud of. 

HAJI ISMETT AZYZE BIN HAMAD ABBDUL AZYZE

Review of Operations 

LSO 

AUTOMOTIVE 

LOGISTICS 


RM96.5 million 

The Total Industry Volume (“TIV”) for 2012 

surged to all-time high of 627,753 units as 

compared to the preceding recorded period 

of 605,156 units. This recorded volume 

had surpassed Malaysia Automotive 

Association’s TIV forecast of 615,000 

units. 

In comparison to 2012, the registration of 

new motor vehicles for 2012 increased 

significantly by 27,630 units to record a 

growth of 4.6%. 

Financially, Automotive Logistics Division 

had registered a 10.5% shortfall in revenue 

of RM96.5 million in comparison with 

RM107.8 million in 2011. This decrease 

in revenue was related to reduce export 

logistics services to one of our key 

customers. However, Konsortium Logistik 

Berhad (“KLB”) has partially mitigated the 

reduced revenue from higher local logistics 

activity from other current customers. 

Percentage decrease 

from 2011 

10.5% 




Percentage contribution 

to Group’s total revenue 

36% 

KLB has maintained its position as 

Logistics Service provider to all three local 

car manufacturers in Malaysia i.e Perodua, 

Proton and Naza. Perodua remained as 

market leader with a market share of 

34.25% in 2012 as compared to 33.63% in 

2011. Introduction of Proton Preve model 

during Quarter 3 in 2012 resulted in a slight 

decrease to 25.55% in 2012 as compared 

to 29.64% in 2011. Naza saw a reduction of 

market share to 1.44% in 2012 as compared 

to 1.75% in 2011. 

21

22 

Review of Operations (cont’d) 

LSO 

PROJECT 

LOGISTICS 



Percentage increase 

from 2011 

50% 



9% 

Through an efficient delivery system and decades of global logistics experience with 

excellent track records, our Project Logistics Division works closely with our customers 

to ensure that every project is planned, delivered and completed on a timely basis, 

fulfilling all the expectations of the customers. 

SEA LOGISTICS DIVISION 

Through an extensive network and multiple carrier partnerships, our Sea Logistics arm 

is able to provide clients with a reliable, cost effective and efficient solutions for all 

their ocean freight requirements. 

Our main emphasis and success in ocean freight services is based on our network 

of partners placed at strategic locations around the region. Our experienced team, 

coupled with the ability to handle all challenging demands of our customers, makes it 

a key value proposition that keeps generating the results as the years roll on. 

In May 2012, the Division was awarded a new three years Contract of Affreightment 

to add to its existing contracts for transporting bulk coal from ports of loading in 

Indonesia, South Africa and Australia. The division has also managed to secure several 

spot shipments to add to its contracted business in 2012. 

In the second half of 2102, the Division ventured into time chartered contract of one 

aframex tanker for a contractual period of one year with an option for extension for 

another two years. 

PRIVATE PROJECT LOGISTICS DIVISION 

As an MTO and the panelist for Tenaga Nasional 

Bhd, the Division has managed to secure several 

contracts that saw its revenue increase to RM3.3 

million as compared to RM1.0 million in 2011. 

The Division has also secured new appointment 

from Tenaga Nasional Bhd in December 2012 

for a period of 3 years for its air freight services 

movements. This means that the Division can 

now participate in tender contracts for both air 

and sea freighting movements.


GOVERNMENT PROJECT LOGISTICS DIVISION 

The Division continues to tap into the various opportunities in the 

Government sectors. The following were some key achievements 

in 2012. 

Lembaga Peperiksaan Malaysia 

Handling the cargo shipment delivery of Sijil Pelajaran Malaysia 

(SPM) Examination Papers nationwide. 

Majlis Peperiksaan Malaysia 

Handling the cargo shipment delivery of Sijil Tinggi Pelajaran 

Malaysia (STPM) Examination Papers nationwide. 




Lembaga Tabung Haji 

Delivery of cargo shipment, for medical and computer part devices for 

the Haj season from Tabung Haji Store in Petaling Jaya to Mecca. 

MRT Corp 

MSA has been appointed as a panel of forwarding agent for KVMRT 

Sungai Buloh – Kajang Line. 

Royal Malaysian Air Force (RMAF) 

Handling the delivery of Aircraft Parts including Propellers and Engines 

for Sukhoi Moscow and Hindustan Aeronautics Limited India. 

23

24 


LSO 

DISTRIBUTION 


RM6.8 million 


from 2011 

126.8% 



3% 

For the year under review, the Division doubled its total revenue 

amounting to RM6.8 million, from its RM3 million in the year 

before. This was achieved through the acquisition of 2 top 

FMCG International brands in 2012. The focus and aim remains 

on capturing the fair share of the markets through aggressive 

marketing initiatives and quality delivery of our services. 

KLB continues to strive and enhance marketing, market 

development and business expansion in the fast moving 

consumer goods industries focusing on upstream and downstream 

opportunities to align with our strategic direction. 

We are excited and encouraged with the positive results where we 

are able to string all our services under the umbrella of KLB in port 

customs clearance, haulage, air freight, sea freight, warehousing, 

distribution services and valued added services. 

Halalan-Toyyiban compliance is another new business channel 

in providing “Halal Supply Chain Solution” to penetrate the fast 

expanding demand in Islamic ways for transportation and storage 

of goods. 

KLB shall continue to accelerate and sharpen our business growth 

in selected sectors with competitive edge and solution based 

mentality to deliver strong financial returns.


LSO 

ENERGY AND INFRASTRUCTURE 

(Formerly known as Oil and Gas) 


RM3 million 


from 2011 

107.1% 



1% 

The Division made significant inroads to the oil and gas sector by securing the appointment to the panelist for Petronas Carigali Sdn. 

Bhd. in August 2012. This enables the division to secure businesses directly from the source rather than being a sub-contractor. Since 

the appointment as a panellist, the division has won several projects being tendered out. 

The Division’s revenue increased to RM3 million from RM1.5 million achieved in 2011. 




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26 


INTERNAL AND 

EXTERNAL AFFILIATE 

ORGANISATION 

(IAO AND EAO) 

KLB MARKET SHARE AND VOLUME 

Region Market Containers 

Share Handled 

(%) (Units) 

Central 7.4% 92,278 

Northern 5.6% 57,830 

Southern 10% 49,113 

Source : 

Northern 

Penang Port Sdn Bhd. 

North Butterworth Container Terminal (New Port) 

Butterworh Container Terminal (Old Port) 

Central 

Klang Container Terminal Berhad 

Klang Multi-Terminal Berhad 

Port Management Berhad 

Southern 

Johor Port Container Terminal 



The Division maintained its top position 

as number one haulier in the Central and 

Southern regions with strong growth in 

the containers handled due to successful 

market penetration strategies and 

expanding markets in these regions. In 

2012, the Division saw an increase of 7.5% 

revenue to RM104.6 million as compared to 

RM97.3 million registered in 2011. 

Nevertheless, the key challenges for the 

Division is to maintain its costs structure 


from 2011 

7.5% 



39% 

as the staff costs and other operations 

costs are expected to increase due to the 

implementation of the minimum wage 

policy on 1 January 2013. The Division 

aims to mitigate the increase in costs by 

increasing the assets and staff productivity. 

The implementation of the new Haulage 

Management Systems will also aid in the 

improvement of the processes.


IAO VALUE 

ADDED 

SERVICES 



Percentage in 

crease from 2011 

2.4% 

PORT CUSTOMS CLEARANCE (“PCC”) & SHIPPING AGENCIES (“SA”) 

For the year under review, PCC registered revenue of RM16 million, 

an increase of 5% as compared to 2011. Our freight forwarding 

services, port & custom clearance for both import & export continued 

to handle substantial volume of shipments. The shipping agency 

services registered a total of 511 ship calls in 2012, which were 

mainly bulk cargo shipments. 

FREE COMMERCIAL ZONE WAREHOUSE IN WESTPORT 

The Division recorded RM14.5 million in revenue with a growth of 

17% over the previous year. During 2012, the Division has managed 

to secure a major global customer for its storage facility which 

includes provision of other value added services. 

The Division in support of the Corporate initiatives in the provision 

of Halal Logistics, aim to utilise its strategic facilities to be a Regional 

Halal Logistics Hub for Asia and international players that requires 

PCC, haulage, duty exempted cargos, etc. 

Located within the Free Commercial Zone of Westport in Port Klang, 

our unique warehouse facility serves as a distribution hub that 

enables customers to centralise their distribution of finished goods, 

pieces and parts to multi manufacturing locations across the region. 

Potential customers include manufacturers wishing to set up their 

own Distribution centres; mega-carriers wishing to further penetrate 

the logistic chain; as well as global logistics service providers and 

exporters seeking to create an export hub with the capability to play 

a vital role in making Westport an attractive regional transhipment 

and distribution hub. 



12% 

COUGAR LOGISTICS AT NORTH PORT 




Cougar is a partial bond and de-bond customised designed 

warehouse located at North Port. Its proximity to the port, unique 

storage and yard facilities attracted various SME and logistics 

players to collaborate with us. 

Services rendered are general warehousing, bonded warehouse 

storage, cross-docking and temporary bonded yard storage for 

imported goods and others. 

27

28 

Corporate Social Responsibility 

Konsortium Logistik Berhad (“KLB”) develops and maintains 

policies and practices that promote a positive and sustainable 

environment and social contribution to the communities in which 

we operate. 

KLB’s business philosophy emphasises this commitment to legal 

compliance, continuous innovation and social responsibility. 

COMMITMENT TO ORGANISATION AND COMMUNITY 

The Management of KLB takes pride with the fact that while it still 

cares about contributing to the community nothing can be more 

significant than touching the lives of our own employees. With 

that in mind, KLB continues to generate programmes that improve 

the quality of life of our employees and opening up educational 

opportunities for their children. 

The Company organises a sporting event annually where teams 

from all Divisions participate in friendly competitive games such 

as futsal, netball, volleyball, sepak takraw, bowling, badminton and 

table tennis. 

The Company also introduced subsidised meals for its employees. 

In-house cafeterias are established to provide staff with a clean and 

convenient environment for them to have their meals and at the 

same time to promote greater interaction and closer rapport among 

its people. 

The Company actively supports important initiatives in those 

communities where our employees live and work throughout the 

nation. Amongst other activities KLB has organised in the past 

included the Blood Donation Drive, Gotong Royong at “Rumah 

Seri Kenangan” Cheras for old folk home, Career Fair organised by 

Penang and Tapah labour office, Majlis Berkhatan and programme 

“Anak Angkat for our Prime Mover’s Driver”. 

COMMITMENT TO THE ENVIRONMENT 

The Company strives for the health and safety of all individuals 

affected by our activities, including our employees, contractors and 

the public. Our management and employees are responsible and 

accountable for contributing towards a safe working environment 

including fostering safe working attitudes and operating in an 

environmentally friendly manner. 

The Company continues to support the Earth Hour Campaign and 

be a corporate social citizen of the environment on a daily basis by 

switching off lights and air-conditioning throughout the lunch hour.

Corporate Social Responsibility (cont’d) 

HEALTHY, SAFETY & ENVIRONMENTAL 

The Quality Health, Safety, Security and Environment management 

systems in KLB was further strengthen in 2012. With the inclusion of 

the Security compliance, the Division is now known as Group QHSE & 

Security. (QHSSE) In short, QHSSE focuses on leadership, commitment, 

and a management system process that is integrated into our business 

planning. All efforts in this regard are geared towards ensuring the 

health and safety of our employees and host communities on one 

hand, and the effective elimination, curtailment and management of 

the environmental impact of our operations as follows: 

Quality Assurance (QA) 

KLB has been certified with ISO 9001:2008 since 1995. In overall, QA 

was responsible for: 

• Quality Operations: 

Ensuring a day to day business process operations and services 

are according to registered KLB Corporate Quality Policy & 

Operations Procedures in meeting the needs of our Customers and 

Stakeholders. 

• ISO System & Documentation 

Our QMS documentation hierarchy comprise of 4 Level of 

Documents covering all areas as required by the Standard. 

Quality Awareness Training has proven to be the best practices thus 

far to the whole KLB Group of employees in fulfilling the customers 

& stakeholders requirements. 

• The Compliance 

An external audit for ISO 9001:2008 by the 3rd Party Certification 

Auditor, NQA (UK based company) was carried out in a regularly 

basis to ensure compliance throughout the KLB organization. 

Health, Safety & Environment 




• Strictly adhered to DOSH Regulation 

KLB as a company is responsible to provide a conducive, safe 

and healthy working environment to all employees in accordance 

to Section 30 of the Occupational Safety & Health Act with the 

objective to reduce the Hazards in the work area. 

• Promote Consultation & Co-operation in Safety & Health 

To promote and enhance a two way communication, interest, 

motivation, consultation & co-operation between the management 

& employees in upgrading and dissemination of information of the 

Safety & Health at work place. 

• Investigation of Complaint 

KLB to provide, manage and maintain a high standard of reporting 

system in handling all incidences according to Occupational Safety 

& Health business process & Operations Procedures to protect the 

interest of customers and stakeholders. 

• Embark for OHSAS 18001: 2007 Certification 

KLB has planned to implement, maintain & continually improve the 

OS&H Policy and their Management System (OHSMS) by seeking 

certification of OHSAS 18001:2007 from SIRIM. 

29

30 

Corporate Social Responsibility (cont’d) 

Amongst the objectives are to comply with the laws & legal activities, reduce risks, improve performances, reduced costs and to strengthen 

the road safety & preventive measures. 

Security Compliance 

• Embark for Supply Chain – Security Management System ISO 28001: 2007 Certification 

KLB has planned to implement, maintain & continually improve the Security Policy by seeking certification of ISO 28001:2007 from a 

recognised Certification Body. 

• Risk of Operations 

KLB to ensure that the current risks of operations and the claim on security, defining and encountering the abnormalities is fully taken care of. 

• Reporting of Security Incident 

Understand and address via proper security system at the point of detecting and knowing the actions needed to be done to protect the 

customers’ and stakeholders’ interest. 

• Security Awareness Training 

KLB is to: 

• Educate user on current & future security risks and concerns. 

• Familiarize with the terminology associated with the security awareness. 

• Understanding of possible security hazards. 

• Roles & responsibilities in protecting company assets.

Corporate Governance Statement 

The Board of Directors (“Board”) of Konsortium Logistik Berhad (“KLB” or “the Company”) recognises that the exercise of good corporate governance in 

conducting the affairs of the Company and its subsidiaries (“the Group”) with integrity, transparency and professionalism are the key components for the 

Group’s continuing progress and success as these would not only safeguard and enhance shareholders’ value but also provide some assurance that 

the interests of the other stakeholders are preserved. 

The Board of KLB is committed to comply with the principles and recommendation embodied in the Malaysian Code on Corporate Governance 2012 

(“Code”) in order to meet the highest standard of corporate governance. It strives to adopt the substance and not merely the form of the Code. 

In addition to the Code, the Group’s own corporate governance practices have always been guided by its “Mission” framework whereby responsible and 

balanced commercial success is to be achieved by addressing the interest of all stakeholders encompassing our customers, shareholders, employees, 

business associates, nation and the operating environment. There was in place a set of guiding principles that guide the employees at all levels in the 

conduct and management of the business and affairs of the Group. 

The Board of KLB is pleased to present the following reports on the application of the principles as set out in the Code and the extent to which the Group 

has complied with the best practices of the Code during the financial year ended 31 December 2012: 

DIRECTORS 

1) The Board 




The Board is the ultimate body which takes full responsibility for the overall performance and governance of the Group. It resolves key business 

matters and corporate policies except those reserved for shareholders as provided in the Articles of Association (“the Articles”) of the Company, 

the Companies Act 1965 (“the Act”) and other regulatory requirements. The Board establishes the vision and strategic objectives of the Group, 

directing policies, strategic action plans and stewardship of the Group’s resources towards realising the Group’s mission. 

The Board members exercise due diligence and care in discharging their duties and responsibilities to ensure that high ethical standards are 

applied, through compliance with the relevant rules and regulations, directives and guidelines in addition to adopting the best practices in the 

Code and act in the best interest of the Group and shareholders. 

31

32 

Corporate Governance Statement (cont’d) 

2) Board Charter 

The Board has adopted a formal Charter which is available in the Company’s corporate website. The Board Charter was set up to assist the 

Board to provide strategic guidance to the Company and effective oversight of its Management, for the benefits of the shareholders and other 

stakeholders. The Board is guided by the Charter which provides reference for Directors in relation to the Board’s role, powers, duties and functions. 

It adopts principles of good governance and is designed to maximise the Company’s compliance with best practice requirements. The Board will 

review the Charter as and when necessary to ensure it remains consistent with the Board’s objectives and responsibilities, and all the relevant 

standards of corporate governance. 

3) Board Composition and Balance 

The Board’s composition was recently changed with the appointment of Dato’ Abdul Rahman bin Ahmad as a Non-Independent Non-Executive 

Director on 26 February 2013, following the resignation of Tuan Syed Yasir Arafat bin Syed Abd Kadir, a Non-Independent Non-Executive Director 

of the Company. In addition to this, Dato’ Seri Talaat bin Husain (previously the Independent Non-Executive Director) was re-designated to the role 

of Non-Independent Non-Executive Director of the Company. Subsequently, on 12 March 2013, Datuk Che Azizuddin bin Che Ismail resigned as 

an Executive Director and Chief Executive Officer of the Company. 

As at the date of this Statement, the Board of KLB currently consists of seven (7) members of whom one (1) of the Board members is an Executive 

Director, three (3) are Non-Independent Non-Executive Directors and three (3) are Independent Non-Executive Directors. The Board composition 

complies with the Main Market Listing Requirements (“the Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) that 

requires at least two (2) or one-third (¼) of the Board, whichever is the higher are independent directors. The Board has maintained its mix of 

Directors from diverse professional background with a wide range of experience and expertise in the field of business, logistics, information 

technology, economics, finance and accounting. In view of the size of the Group and its business complexity, the Board is of the opinion that its 

current composition and size remains optimum and conducive for effective deliberations at Board meetings. 

The Executive Director, Chief Operating Officer and Chief Financial Officer are responsible for the day-to-day management of operational and 

financial matters of the Group, implementation of the Group’s policies and the Board’s decisions, development and implementation of the 

business and corporate strategies. They are assisted by the Executive Committee, Senior Management and the respective Heads of the operating 

divisions. 

There is a clear segregation of roles and responsibilities between the Chairman and the Executive Director cum Chief Executive Officer. Their 

respective roles and responsibilities are clearly defined in the Board Charter. The role of the Chairman is held by an Independent Non-Executive 

Director of the Company, to ensure a balance of power and authority and a strong independent element on the Board. The Chairman is also the 

Senior Independent Non-Executive Director of the Company to whom concerns may be conveyed.


4) Independence 

The Independent Non-Executive Directors are independent of management and free from any business relationship which could materially 

interfere with their independent and objective judgement. Their presence ensures that issues of strategies, performance and resources proposed 

by the Management are objectively evaluated and thus provide a capable check and balance for the Executive Directors. 

The Board has adopted a Policy on Independence of Directors that describe how the Board will assess the independence of each Director. In 

determining the independence of individual Directors, the Board will consider all relevant information, facts and circumstances and the assessment 

of the independence of its Independent Directors is undertaken annually. Each Director is required to immediately disclose to the Board if they 

have an interest or relationship which is likely to impact on their independence or if a Director believes he may no longer be independent. 

From the recent assessment of the independence of the Independent Directors, the Board was satisfied that Tuan Haji Ismett Azyze bin Hamad 

Abbdul Azyze, Encik Mohd Aminuddin bin Mustapha and Dato’ Rosli bin Sharif are suitable and qualified to act as an Independent Directors of the 

Company. None of the Independent Non-Executive Directors of the Company, has exceeded the tenure of a cumulative term of nine (9) years in 

the Board. 

5) Directors’ Code of Ethics 

The Directors, in discharging its responsibilities, continue to adhere to the adopted Code of Ethics for Company Directors. The Code of Ethics is 

based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility and is formulated to enhance the standard of 

corporate governance and corporate behavior. 

6) Duties and Responsibilities of the Board 




In carrying out their duties and responsibilities, the Board exercises great care to ensure that high ethical standards and corporate behavior are 

upheld. To enhance accountability, the Board has specific functions reserved for the Board and those delegated to Management. The Board 

members are constantly mindful that the interests of the Group’s stakeholders are always being protected. 

Among the duties and responsibilities of the Board in accordance with the Board Charter, the principal responsibilities of the Board in discharging 

its fiduciary and leadership functions include the following: 

33

34 


(a) ensuring the Group’s objectives and goals are well established with a view to maximise the shareholders’ value, and that strategies are in 

place for achieving them; 

(b) reviewing and adopting strategic plan for the Company; 

(c) monitoring corporate performance and implementation of strategy plan and policy; 

(d) overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed; 

(e) identifying principal risks faced by the Group and ensuring the implementation of appropriate internal controls and mitigating measures to 

manage such risks; 

(f) reviewing the adequacy and integrity of the Group’s internal control and management information systems, including systems for compliance 

with applicable laws, regulations, rules, directives and guidelines; 

(g) considering Management’s recommendations on key issues including acquisitions and divestments, restructuring, funding and significant 

capital expenditure; and 

(h) ensuring that succession planning of the Senior Management are in place. 

The Board is cognisant of the importance of business sustainability and, in conducting the Group’s business, the impact on the environment, 

social and governance shall be taken into consideration. 

The Directors of the Company recognise the importance to devote sufficient time and efforts to carry out their duties and responsibilities and 

has committed to this requirement at the time of their appointment. The Director is at liberty to accept other Board appointments so long as the 

appointment is not in conflict with the business of the Company and does not affect his performance as a Director. None of the Directors of the 

Company is holding more than 5 directorships in public listed companies and it is the policy of the Company for Directors to ensure that the 

number of their directorships is in compliance with the Listing Requirements before accepting any new directorship. 

7) Board Meetings 

The Board meets at least once every quarter and additional meetings are convened as and when necessary. Meetings are scheduled in advance 

before the start of each financial year to enable the Directors to plan their schedules accordingly. Board meetings are conducted in accordance to 

a structured agenda. Board members are provided with the structured agenda together with the relevant documents and information in advance 

of each Board meeting. 

Minutes of the Board meeting are circulated to all Directors for their perusal prior to the confirmation of the minutes at the following Board meeting. 

The Directors may request for further clarification or raise comments on the minutes prior to the confirmation of the minutes as a correct record of 

the proceedings at the Board meeting.


During the financial year ended 31 December 2012, a total of six (6) Board meetings were held and the respective Director’s attendance is shown 

in the following table: 

Name of Directors No. of Meetings Attended/Held Percentage of Attendance 

(%) 

Haji Ismett Azyze bin Hamad Abbdul Azyze 6/6 100 

Zulkifli bin Sarkam 6/6 100 

Mohd Aminudin bin Mustapha 6/6 100 

Dato’ Seri Talaat bin Husain 6/6 100 

Nik Johaan bin Nik Hashim 6/6 100 

Dato’ Rosli bin Sharif 5/6 83 

Syed Yasir Arafat bin Syed Abd Kadir (Resigned on 26 February 2013) 5/6 83 

Datuk Che Azizuddin bin Che Ismail (Resigned on 12 March 2013) 6/6 100 

Dato’ Abdul Rahman bin Ahmad (Appointed on 26 February 2013) Not Applicable Not Applicable 

All the Directors have complied with the minimum of 50% attendance requirements in respect of Board meetings as stipulated in the Listing 

Requirements. 

8) Supply of Information 




Each Director is provided with an agenda and a complete set of Board papers containing the quantitative and qualitative information prior to 

each Board meeting with the aim of enabling the Directors to make informed decisions and seek clarifications that they may require from the 

Management well ahead of the meeting date. The relevant member of the Management team is invited to attend the Board meetings to advise or 

report to the Board on the matters relating to their areas of responsibility when necessary for effective discussion and decision making. 

The Board has direct access to the Senior Management on information relating to the Company’s business and affairs in the discharge of their 

duties. The Directors also have access to the advices and services of the Company Secretaries and all information in relation to the Group 

whether as a full Board or in their individual capacity to assist them in furtherance of their duties. From time to time, the Directors are regularly 

updated by the Company Secretaries on any latest development in the statutory requirements relating to their duties and responsibilities. The 

Company Secretaries attend all the Board meetings and ensure all the proceedings, deliberations and resolutions passed are properly recorded 

and maintained. 

The Directors may also seek the independent advices from independent professional advisers at the Company’s expense, if necessary. 

35

36 


9) Appointments to the Board 

The appointment of new Board members are considered, evaluated and assessed by the Nomination Committee in accordance with criteria set 

up in the Board Charter prior to the recommendation to the Board for approval. The actual decision as to who should be nominated shall be the 

responsibility of the Board after considering the recommendations from the Nomination Committee. The Company Secretaries will ensure that all 

the appointments are properly made in accordance with the relevant regulatory requirements. 

10) Board Nomination and Election Process 

The appointment, re-appointment and annual assessment of the Directors are set up in a policy, the primary responsibility of which has been 

delegated to the Nomination Committee. The Nomination Committee proposes nominees for appointment to the Board, and recommends to the 

Board on the appointment, re-appointment and assessment of the Directors of the Group for approval. 

The Board has established a clear and transparent nomination process for the appointment of Director of the Company. The nomination process 

involves the following stages: 

(a) Identification of candidates; 

(b) Evaluation of the suitability of candidates based on the criteria set; 

(c) Final deliberation by the Nomination Committee; 

(d) Recommendation to the Board; and 

(e) Final decision by the Board. 

11) Board Diversity 

The Board considers that diversity includes differences that relate to gender, age, ethnicity and cultural background. It also includes differences in 

background and life experience, communication styles, interpersonal skills, education, functional expertise and problem solving skills. As part of 

the Board’s routine considerations regarding Board renewal, it will continue its focus on diversity as it has in recent years, to ensure that there is 

an appropriate mix of diversity, skills, experience and expertise represented on the Board.


12) Re-election of Directors 

The Articles of the Company provides that at every Annual General Meeting of the Company, one-third (¼) of the Directors for the time being and 

those appointed during the financial year shall retire from office and shall be eligible for re-election. The Articles further provides that all Directors 

shall retire from office at least once every three (3) years but shall be eligible for re-election. 

The Nomination Committee will review and assess annually the retiring Directors who seek for re-election at the Annual General Meeting of the 

Company and thereafter submit its recommendation to the Board on the proposed re-election of Directors for consideration before tabling the 

same for shareholders’ approval. 

At the forthcoming 27th Annual General Meeting, Encik Zulkifli bin Sarkam and Encik Nik Johaan bin Nik Hashim are due for retirement pursuant 

to Article 82(1) of the Articles of the Company, whilst Dato’ Abdul Rahman bin Ahmad is due for retirement pursuant to Article 82(5) of the 

Company’s Articles. All of them have offered themselves for re-election. 

13) Directors’ Training 

The Board acknowledges that continuous education is vital for its Board members to gain insight into the state of the economy, technological 

advances, latest regulatory developments and management strategies. The Nomination Committee assesses from time to time the training needs 

of the Directors and ensures the fulfillment of such training deemed appropriate. The Board members are also encouraged to attend training 

programmes and seminars to keep abreast with developments in the market place as well as to enhance their professionalism and knowledge. 

All the existing Directors of the Company have attended and completed the Mandatory Accreditation Programme as prescribed by Bursa Securities. 

During the financial year under review, the particulars of training programmes attended by the Directors are as follows: 

Name of Directors Training Programmes Attended 




1. Haji Ismett Azyze bin Hamad Abbdul Azyze - Is The Global Economy Still Slowing Down (Half Day) 

- Forensic Accounting (Half Day) 

2. Zulkifli bin Sarkam - Is The Global Economy Still Slowing Down (Half Day) 

3. 


Mohd Aminudin bin Mustapha - Is The Global Economy Still Slowing Down (Half Day) 


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38 


Name of Directors Training Programmes Attended 

4. Dato’ Seri Talaat bin Husain - Corporate Security and Personal Safety (2 Days) 

5. Nik Johaan bin Nik Hashim - Is The Global Economy Still Slowing Down (Half Day) 


6. Dato’ Rosli bin Sharif - Forensic Accounting (Half Day) 

7. Syed Yasir Arafat bin Syed Abd Kadir (Resigned on 26 February 2013) - Is The Global Economy Still Slowing Down (Half Day) 


8. Datuk Che Azizuddin bin Che Ismail (Resigned on 12 March 2013) - Is The Global Economy Still Slowing Down (Half Day) 


9. Dato’ Abdul Rahman bin Ahmad (Appointed on 26 February 2013) Not Applicable 

In addition to the above, a briefing on the latest Code was given by the Company Secretary to the Directors to keep them abreast with new and 

relevant developments pertaining to legislation, regulations and the market place. The external auditors also briefed the Board members on 

changes to the Malaysian Financial Reporting Standards that affect the Group’s financial statements during the year. 

The Directors will continue to undergo other relevant training, programmes and seminars as and when necessary to ensure they remain well 

equipped with the relevant knowledge to discharge their duties effectively. 

BOARD COMMITTEES 

To enable the Board to discharge their duties efficiently and effectively, the Board has delegated certain responsibilities to the Board Committees, 

all of which operate within defined terms of reference that have been approved by the Board to assist the Board in the execution of its duties and 

responsibilities. The Board Committees include the Audit Committee, Nomination Committee, Remuneration Committee and Employees’ Share Option 

Scheme (“ESOS”) Options Committee. 

The respective Board Committees will report their deliberations and recommendations to the Board and all the deliberations and decisions taken will 

then be approved by the Board.


A) Audit Committee 

The summary terms of reference of the Audit Committee are set out under the Audit Committee Report. The terms of reference are in compliance 

with the Listing Requirements and the best practices as set out in the Code. 

B) Nomination Committee 

The Nomination Committee comprises exclusively of Non-Executive Directors, a majority of whom are independent. The Chairman of the 

Nomination Committee is the Senior Independent Non-Executive Director identified by the Board. The members of the Nomination Committee 

are as follows: 

Name of Nomination Committee members 




Haji Ismett Azyze bin Hamad Abbdul Azyze Chairman 


Dato’ Rosli bin Sharif Member 


Dato’ Seri Talaat bin Husain Member 


Syed Yasir Arafat bin Syed Abd Kadir (Ceased on 26 February 2013) Member 


Nik Johaan bin Nik Hashim (Appointed on 26 February 2013) Member 


Mohd Aminudin bin Mustapha (Appointed on 26 February 2013) Member 


The Nomination Committee met once during the financial year ended 31 December 2012 and the meeting was attended by all the members of the 

Nomination Committee. The duties and responsibilities of the Nomination Committee amongst others are as follows: 

a) To annually review the composition of the Board and Board Committees in terms of the appropriate size and required mix of skills and to 

ensure there is a balance between Executive Directors, Non-Executive Directors and Independent Directors such that no individual or small 

group of individuals can dominate the Board’s decision making; 

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b) To review the succession planning of the Board and to recommend to the Board for approval on the appointment and re-appointment of 

Directors after assessment. The Nomination Committee will consider, review and assess the individual’s skills, knowledge, experience, 

qualification, core competencies, time commitment, directorships and attributes of the candidate before recommending him/her to the 

Board for consideration and approval; 

c) To carry out annual assessment of the performance and effectiveness of the Board as a whole and the Board Committees and to evaluate 

the performance of individual Directors, Chief Executive Officer and Chief Financial Officer in terms of their contribution, competencies and 

commitment to the Company; 

d) To annually assess the independence of the Independent Directors based on the independence criteria and materiality thresholds set up in 

the Policy on Independence of Directors. This is to ensure that the Independent Directors can continue to bring independent and objective 

judgement to Board deliberations; and 

e) To review the training and development programmes for Directors. 

Upon the recent annual review and assessment, the Nomination Committee having considered the aspects of succession planning and 

boardroom diversity is satisfied that the size of the Board and Board Committees is optimum and there is an appropriate mix of skills, knowledge 

and competencies in the Board’s composition which is corresponding to the Board’s oversight duties and responsibilities. The Nomination 

Committee is satisfied that all Directors are suitable and qualified to hold their positions in view of their competency, qualifications and 

experiences. The Nomination Committee also assessed the Chief Executive Officer and Chief Financial Officer and found that they possess the 

required competencies and experiences to continue to discharge their roles efficiently. 

From the assessment of the independence of the Independent Non-Executive Directors, the Nomination Committee is satisfied that all Independent 

Non-Executive Directors of the Company have fulfilled the established criteria set for Independent Director. The Nomination Committee has also 

assessed the training needs of the Directors and has made arrangements for trainings to be conducted in-house. 

All the assessments and evaluations carried out by the Nomination Committee are properly documented and minuted.


C) Remuneration Committee 

The Remuneration Committee comprises exclusively of Non-Executive Directors, a majority of whom are independent. The members of the 

Remuneration Committee are as follows: 

Name of Remuneration Committee members 




Dato’ Rosli bin Sharif Chairman 


Haji Ismett Azyze bin Hamad Abbdul Azyze Member 


Dato’ Seri Talaat bin Husain Member 


Syed Yasir Arafat bin Syed Abd Kadir (Ceased on 26 February 2013) Member 


Nik Johaan bin Nik Hashim (Appointed on 26 February 2013) Member 


Mohd Aminudin bin Mustapha (Appointed on 26 February 2013) Member 


The Remuneration Committee met once during the financial year ended 31 December 2012 and the meeting was attended by all the members of 

the Remuneration Committee. The duties and responsibilities of the Remuneration Committee amongst others are as follows: 

a) To recommend remuneration packages for Executive Directors and key Senior Management, drawing from external advice where necessary; 

and 

b) To annually review the performance of the Executive Directors and key Senior Management based on the Key Performance Indicators 

(“KPIs”) set. 

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The Remuneration Committee recommends to the Board the reward framework to allow the Company to attract and retain its Executive Directors 

and key Senior Management giving due regard to the financial and commercial health of the Company. The Remuneration Committee’s approach 

reflects the Company’s overall philosophy that all employees should be appropriately rewarded so as to attract and retain high caliber persons to 

run and manage the Company successfully. 

The levels of remuneration for Executive Directors are determined based on the corporate and individual’s performance whilst the level of 

remuneration for Non-Executive Directors would reflect the experience and level of responsibilities undertaken by the particular Non-Executive 

Director. The Company aims to align the interests of its Executive Directors as closely as possible with the interests of shareholders in promoting 

the Group’s strategies. Total remuneration comprises basic salaries, performance related bonus, benefit-in-kind and emoluments. Salaries and 

benefits are competitive and reviewed annually. The salaries of the Executive Directors is set by the Remuneration Committee and reviewed 

annually after consideration of the Company’s performance, market conditions, the level of increase awarded to employees throughout the 

business and the need to reward individual performance. 

The procedures for approving the Executive Directors’ remuneration are as follows: 

a) Remuneration Committee to determine the KPIs for each Executive Director based on the revenue, profit, return on equity, human capital 

management, stakeholders management and etc; 

b) Remuneration Committee to review and assess the performance achieved by each Executive Director based on the KPIs set; and 

c) Remuneration Committee to make recommendation of the remuneration package for the Executive Directors to the Board for approval.


D) ESOS Options Committee 

The ESOS Options Committee was set up to ensure the ESOS is fairly and properly administered in accordance with its approved By-Laws and 

other applicable rules and regulations. The ESOS Options Committee comprises of the following members: 

Name of ESOS Options Committee members 

Dato’ Seri Talaat bin Husain Chairman 


Zulkifli bin Sarkam Member 


Eddie Thoo W’y-Kit Member 

Chief Financial Officer 

Siti Zauwiyah binti Othman (Ceased on 3 August 2012) Member 

Group Human Resource 

Syed Kamal bin Said Ali (Appointed on 3 August 2012) Member 

Head of Group Human Resource 

Datuk Che Azizuddin bin Che Ismail (Ceased on 12 March 2013) Member 

Executive Director and Chief Executive Officer 

The ESOS Options Committee meets quarterly to discuss on the offer of the ESOS to the eligible employees. The duties and responsibilities of 

the ESOS Options Committee amongst others, are as follows: 

a) to determine the eligibility of the person for participation in the ESOS; 

b) to decide on the number of shares to be offered to the eligible persons, the subscription price for the shares and such other terms in relation 

to the offer; 

c) to monitor the progress of the ESOS; 

d) to enter into any transactions, agreements, deeds, documents or arrangements, and make rules, regulations or impose terms and conditions 

or delegate part of its power relating to the ESOS subject to the provisions of the ESOS By-Laws; and 

e) to take all other actions within the purview of the ESOS Options Committee pursuant to the ESOS By-Laws, for the necessary and effective 

implementation and administration of the ESOS. 

The Company only has one share option scheme and it expired on the 6 April 2013. 




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DIRECTORS’ REMUNERATION 

The Company has adopted a Board Remuneration Policy in determining the remuneration of the Directors so as to ensure that the Company attracts, 

retains and motivates the Directors needed to manage the Group successfully. 

The Remuneration Committee reviews the remuneration packages of the Executive Directors annually to ensure that they are awarded appropriately for 

their contributions to the Group’s growth and profitability. The Remuneration Committee recommends to the Board the remuneration packages of the 

Executive Directors and the Board approves the remuneration packages with the particular Executive Director abstaining from deliberation and voting 

on the relevant resolution. 

The Non-Executive Directors’ fees are determined by the Board as a whole and are subject to the shareholders’ approval at the general meeting. The 

review of the Non-Executive Directors’ fees are taking into account the fee levels, the trends of similar positions in the market and any additional 

responsibilities undertaken such as acting as Chairman of the Board or Board Committees. 

The details on the aggregate remuneration of the Directors for the financial year ended 31 December 2012 are as follows: 

*Other Benefits 

Fees Salaries emoluments -in-kind Total 

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

Executive Directors** - 1,065,000 256,388 29,900 1,351,288 

Non-Executive Directors 331,000 - 25,000 8,800 364,800 

* Other emoluments include bonuses, allowances and statutory contributions. 

** Include a Director who resigned on 12 March 2013.


The number of Directors whose total remuneration falls within the respective bands is as follows: 

Range of remuneration Number of Directors 

Executive Directors** Non-Executive Directors 

Less than RM50,000 - - 

RM50,001 to RM100,000 - 3 

RM100,001 to RM150,000 - 1 

RM500,001 to RM550,000 1 - 

RM800,001 to RM850,000 1 - 

** Include a Director who resigned on 12 March 2013. 

Notes: 

Tuan Syed Yasir Arafat bin Syed Abd Kadir (resigned on 26 February 2013) and Encik Nik Johaan bin Nik Hashim, being nominees of the holding 

company, Bendahara 1 Sdn Bhd, have waived their entitlement to the Directors’ fees. 

STAKEHOLDERS 

1) Communication with Shareholders and Investors 




The Board recognises the importance of transparency and accountability in communication and dissemination of clear, relevant and comprehensive 

information on the Group’s business activities to shareholders, investors and other stakeholders. To this effect, the Board has maintained an 

effective Corporate Disclosure Policy that enables both Management and the Board to communicate effectively with the shareholders and 

investors. In formulating the Corporate Disclosure Policy, the Board is guided by best practices and disclosure requirements as set out in the 

Listing Requirements. 

The Company’s Annual Report remains a key channel of communication with the Group’s stakeholders. The Annual Report provides corporate 

information, executive summary, performance review of the Company of a financial year, the Group’s five-year financial highlights and other 

activities in order to facilitate shareholders’ easy access to such key information. The contents of the Annual Report are continually improved and 

enhanced to ensure shareholders are provided with clear and accurate information of the Company. 

In addition to that, the Company also makes timely, complete and accurate disclosures and announcements to Bursa Securities, including 

financial results on a quarterly basis to provide the shareholders and the investing public an updated overview of the Group’s performance and 

operations. 

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The other modes of communication with shareholders and investors include the Circular, press releases, press conference and KLB’s website at 

www.klb.my. 

Any enquiries or information regarding the Group may be conveyed through the following personnel: 

Name : Puan Rofiza binti Mohd Akhir 

Position : AVP, Corporate Communications 

Telephone : 603 – 5121 9988 (Ext 678) 

E-mail : enquiry@klb.my 

2) The Annual General Meeting 

The Annual General Meeting is the principal forum for the Board to meet with the shareholders. At the Annual General Meeting, a presentation 

on the Company’s operational and financial performance will be shown to all attendees. The shareholders are encouraged to attend the Annual 

General Meeting and raise questions pertaining to the business activities of the Group and the Board will respond to shareholders’ questions 

during the meeting. At the commencement of the general meeting, the shareholders will be informed of their right to demand a poll vote. 

3) Employees’ Code of Ethics 

The Company’s Employees’ Code of Ethics ensures that all employees observe and maintain high ethical business standards of honesty and 

integrity in all aspects of the Company’s operations. The Code of Ethics highlights key issues to help employees perform their duties in line with 

the Company’s standards such as ensuring a safe working environment, effectively managing the Company’s assets and property, safeguarding 

confidential information as well as dealing with external parties such as customers, investee companies, vendors, media, competitors and 

government agencies. 

4) Service Provider Code of Conduct 

The Company believes that relationships with service providers should be based on the principles of good governance in terms of integrity, 

honesty, accountability and strongly opposes any form of bribery or corruption. The Service Provider Code of Conduct requires all major service 

providers including advisors, consultants, contractors and key suppliers to adhere to this Service Provider Code of Conduct when conducting 

business with the Company. The Service Provider Code of Conduct will be constantly revised to capture changes in law, reputational demands 

and changes in the business as appropriate.


5) Fraud Prevention and Whistle Blowing Manual 

With the objective of preventing fraud and to ensure an impartial and transparent platform is provided for employees to report fraud or any 

fraudulent activity, the Company has adopted a Fraud Prevention and Whistle Blowing Manual. The Group’s employees are strongly encouraged 

to speak up and raise any suspicion of wrong-doing, malpractice or impropriety in the management of the Group’s business. 

The manual outlines when, how and to whom a particular concern may be properly raised and allow the whistleblower to raise a concern beyond 

their reporting line. These procedures enable employees to make their concerns known without fear of retaliation and in the knowledge that 

procedures are in place, where their complaints are acted upon and their identity is kept confidential. Any concerns raised are investigated by an 

Investigation Team where reports and updates are provided to the Board, through the Audit Committee. 

ACCOUNTABILITY AND AUDIT 

1) Financial Reporting 

The Board strives to ensure that the Company’s financial reporting to its stakeholders, in particular, the shareholders, investors and regulatory 

authorities by means of the annual financial statements and quarterly announcements, represents a clear, balanced and comprehensive 

assessment of the Group’s financial performance and prospects at the end of the financial year. 

The Audit Committee assists the Board in ensuring the accuracy, adequacy and quality of the financial reporting prior to recommendation to the 

Board for approval and submission to Bursa Securities within the prescribed period. 

2) Directors’ Responsibility Statement in preparing the Annual Audited Financial Statements 

The Board of KLB is fully accountable to ensure that the financial statements are drawn up in accordance with the Act and the applicable approved 

financial reporting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and the Company as at the end of the 

financial year and of the results and cash flows of the Group and the Company for the financial year. 

In the preparation of the financial statements, the Directors have: 




a) applied relevant and appropriate accounting policies consistently and in accordance with applicable approved financial reporting standards; 

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b) made judgments and estimates that are prudent and reasonable; and 

c) prepared the financial statements on a going concern basis. 

The Directors are responsible for ensuring that proper accounting records are kept in accordance with the Act. The Directors also have overall 

responsibility in taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other 

irregularities. 

3) Risk Management and Internal Control 

The Board recognising the importance of risk management and internal controls and has established a structured risk management framework 

to identity, evaluate, control, monitor and report the principal business risks faced by the Group on an on-going basis to safeguard shareholders’ 

investment and the Group’s assets. 

The Board has also established internal control policies and procedures and monitors to ensure that such internal control system is implemented 

and effectively carried out by the Management team. The Statement on Risk Management and Internal Control set out in this Annual Report 

provides an overview of the state of risk management and internal control within the Group. 

4) Relationship with Auditors 

The Board has established a formal and transparent working relationship with the Group’s auditors, both internal and external that enables the 

Board to seek their professional advice and ensure compliance with accounting standards and regulatory requirements. The Audit Committee 

met with the external auditors at least twice in a year to review and discuss the scope and adequacy of the Company’s audit plan, audit findings 

and annual financial statements . 

The Audit Committee is tasked with authority from the Board to review any matters concerning the appointment and re-appointment, audit fee, 

resignation or dismissal of external auditors and to assess the independence of the external auditors based on the External Auditors Appointment 

and Independence Policy to ensure they have been independent throughout the conduct of the audit engagement with the Group.


ADDITIONAL COMPLIANCE INFORMATION 

1) Utilisation of Proceeds Raised from Corporate Proposals 

There were no proceeds raised from corporate proposals during the financial year. 

2) Share Buy-Back 

The Company does not have a scheme to buy back its own shares during the financial year ended 31 December 2012. The Board of the Company 

has on 26 February 2013, announced that the Company proposed to seek for the shareholders’ mandate to allow the Directors to exercise the 

power of the Company to purchase its own shares up to 10% of the issued and paid-up share capital of the Company (“Proposed Share Buy-Back”) 

at the forthcoming 27th Annual General Meeting. 

3) Options or Convertible Securities 

The Company has only one ESOS for a period of five (5) years up to 6 April 2013. During the financial year ended 31 December 2012, there were 

452,000 options granted to the employees of the Company. The total number of options exercised by the employees during the financial year 

was 26,000 and 183,000 options were forfeited. There is a total of 2,444,000 options still outstanding to be exercised by the employees as at 

31 December 2012. Further details on the ESOS are available in the Directors’ Report to the Financial Statement for the financial year ended 31 

December 2012. 

The aggregate maximum allocation of options under the ESOS to the Directors and Senior Management was 50%. Since commencement of the 

ESOS, a total of 26% of the options have been granted to the Directors and Senior Management and no option was granted to any Director, Chief 

Executive Officer and Senior Management during the financial year. 

The Company did not issue any convertible securities during the financial year ended 31 December 2012. 

4) Depository Receipt Programme 

During the financial year under review, the Company did not sponsor any depository receipt programme. 




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5) Sanctions and/or Penalties 

There was no sanction and/or penalty imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies 

during the financial year. 

6) Non-Audit Fees 

The amount of non-audit fees payable to the external auditors by the Company for the financial year ended 31 December 2012 amounted to 

RM4,000. 

7) Variation in Results 

There was no deviation of 10% or more between the unaudited financial results announced and the audited financial results of the Group for the 

financial year ended 31 December 2012. 

The Group did not release any profit estimate, forecast or projections during the financial year. 

8) Profit Guarantee 

During the financial year under review, there was no profit guarantee given by the Group. 

9) Material Contracts 

There is no material contract, not being contract entered into in the ordinary course of business of the Company and its subsidiaries, involving 

the interest of the Directors and major shareholders of the Company, either still subsisting at the end of the financial year or entered into since 

the end of the previous financial year.

Statement on Risk Management and Internal Control 

INTRODUCTION 

The Board of Directors (“Board”) is pleased to present this Statement on Risk Management and Internal Control (“this/the Statement”) pursuant to 

paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). To prepare this Statement, the 

Board has been guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by The Institute of 

Internal Auditors Malaysia with the endorsement of Bursa Securities. 

BOARD RESPONSIBILITY 

The Board acknowledges their responsibility for the Group’s system of internal control, and for reviewing the adequacy and integrity of this system. 

However, in view of the limitations inherent in any system, it should be noted that such system of internal control is designed to manage, rather than to 

eliminate the risks of failure to achieve the Group’s objectives. Accordingly, it can only provide reasonable but not absolute assurance against material 

misstatements, frauds, losses or breaches of laws and regulations. 

The Board has established an on-going process for identifying, evaluating and managing the significant risks faced by the Group. The Management 

assists the Board in the implementation of the Board’s policies and procedures on risks and controls by identifying and assessing the risks faced, and in 

the design, operation and monitoring of suitable internal controls to mitigate and control these risks. This process has been in place for the financial year 

under review and up to the date of approval of this Statement, and is regularly reviewed by the Board through its Audit Committee which is supported 

by the Internal Audit function. 

RISK MANAGEMENT 

Risk Management Framework 




A Risk Management Framework was developed to help ensure that risks are managed effectively, efficiently and coherently across the Group. Detailed 

risk events were identified, evaluated, discussed and with the approval of the Board, appropriate measures were taken to control and mitigate these 

risks. The key risks affecting the achievement of the Group strategic and operational objectives identified by each business division are categorized into 

five broad types, namely: 

• Market Risk; 

• Operational Risk; 

• Information Technology Risk; 

• Insurance & Legal, Contracts and Reputational Risk; and 

• Credit & Liquidity Risk. 

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Statement on Risk Management and Internal Control (cont’d) 

These risks are evaluated to determine the appropriate risk treatment and are managed through, among others: 

• On-going monitoring of key economic changes, industry outlook and regulatory developments; 

• Putting in place policies and standard operating procedures; 

• Documented limits of authority; 

• Setting and monitoring of key performance indicators and scorecards; and 

• Regular operational and financial reporting. 

Reviewing of key risks are performed on a quarterly basis, in which the Group risk profiles and rating, newly registered risks, corresponding risk mitigating 

actions identified and their progress are discussed and presented to the Board through the Audit Committee. 

INTERNAL CONTROL 

The Board recognizes the importance of maintaining a sound system of internal control to safeguard shareholders’ investments and the Group’s assets. 

The key elements of the Group’s system of internal control are described as follows: 

1) Audit Committee 

The Audit Committee is wholly comprised of Non-Executive Board members and has full access to both internal and external auditors. It meets 

with the external auditors without the Management present at least twice a year or where necessary. The Internal Audit and Risk Management 

Department, which is the Internal Audit function for the Group, reports directly to the Audit Committee. The activities undertaken by the Audit 

Committee during the financial year under review are set out in the Audit Committee Report. 

2) Board Committees 

Besides the Audit Committee, the Company also has Nomination Committee, Remuneration Committee and ESOS Options Committee. These 

Board Committees are established to assist the Board in providing independent oversight of the Group’s management with responsibilities and 

authorities clearly specified in their respective terms of reference.


3) Internal Audit Function 

The internal audit activities are directed towards selected risk areas of the operations, and carried out in accordance with the internal audit plan 

approved by the Audit Committee. Internal audit activities updates are submitted to the Audit Committee on a quarterly basis. 

To provide independence, the Head of Internal Audit function reports directly to the Audit Committee and the Audit Committee determines the 

remit of the Internal Audit function. 

4) Organisational Structure with Defined Responsibilities 

Properly defined organisation structure with clear reporting lines, formalized responsibilities and delegation of authority has been established as 

a control mechanism in terms of lines of reporting and accountability. 

5) Documented Limits of Authority 

Approved limits of authority are imposed on the Management in respect of the day to day operations, acquisitions and disposal of assets as a 

control to minimise any risk of abuse of authority. 

6) Budgeting Process and Financial Reporting 

Each business division undertakes yearly comprehensive budgeting and forecasting process. The heads of business divisions conduct periodic 

reviews of the financial performance of the individual business divisions against financial budget, and key performance indicators. Major variances 

are highlighted to the Executive Committee (“EXCO”) with corrective actions taken to resolve these issues. The EXCO chaired by the CEO, is 

comprised of at least five (5) members, with at least two (2) members representing the immediate holding company. 

7) Policy and Standard Operating Procedure (SOP) Framework 




A Policy and SOP Framework was developed to ensure key processes within the Group are properly documented, communicated and implemented 

by the Management. The objective of the written policies and procedures is to ensure that internal control principles and mechanisms are 

embedded in the Group’s operations. 

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8) Code of Ethics 

The Board and Senior Management set the tone at the top for corporate behavior and corporate governance. The Code of Ethics has been 

formalized and adopted for the Directors and employees of the Group to encourage high standards of conduct that are associated with ethical 

business practices. It is a requirement for all Directors and employees of the Group to understand their respective Codes, and to acknowledge 

and sign off on the declaration form. 

9) Service Provider Code of Conduct 

The Group believes that relationships with service providers should be based on the principles of integrity, honesty, accountability and compliance 

with laws and regulations. With this objective, the Service Provider Code of Conduct requires all major service providers, which include suppliers, 

contractors, professional advisors, consultants and other business associates, to adhere to this Code when conducting business with the Group. 

The Group may take the necessary action for breaches of the Code which includes but not limited to termination and preclusion from proposing 

any work for the Group for a pre-determined period. 

10) Fraud Prevention and Whistle Blowing Manual 

The manual is built into the Group’s culture towards zero tolerance to fraud and promote overall transparency. It also promotes an open environment 

for fraud reporting within the Company. 

11) Communication Policy 

The Communication Policy is in place to ensure that communications across the Group, to the general public and stakeholders are effectively 

managed, ensuring a consistent image of the Company. The policy includes Corporate Disclosure Policy developed to ensure information directed 

to shareholders, stakeholders and the general public fairly and accurately represents the Company. Hence investors and potential investors can 

make properly informed investment decisions, and others can have a balanced understanding of the Company and its objectives. 

ADEQUACY OF RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM 

The Board has been assured by the Executive Director (who is responsible in the absence of a CEO) and the CFO that the Group’s risk management and 

internal control system is operating adequately and effectively for the financial year under review and up to the date of approval of this Statement.


CONCLUSION 

The Board believes that the development of a sound system of risk management and internal control is an on-going process and hence has taken steps 

to improve the system throughout the financial year under review and will continuously do so. During the financial year under review, some areas for 

improvement in the system were identified. The Management has been responsive to the issues raised and has taken the necessary actions to address 

the areas for improvement highlighted. The Board is of the view that the system of risk management and internal control in place is adequate for the 

financial year under review and up to the date of approval of this Statement. 

This Statement is made in accordance with a resolution of the Board dated 27 March 2013. 

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS 




This Statement on Risk Management and Internal Control has been reviewed by the external auditors for the inclusion in the annual report for the 

financial year ended 31 December 2012 as required by paragraph 15.23 of the Listing Requirements of Bursa Securities. Based on their review, the 

external auditors have reported to the Board that nothing had come to their attention that causes them to believe that the Statement is inconsistent 

with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of risk management and internal 

control. Their review was performed in accordance with Recommended Practice Guide (“RPG”) 5 issued by the Malaysian Institute of Accountants. RPG 

5 does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk Management and internal control system of 

the Company. 

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Audit Committee Report 

The Board of Directors (“Board”) of Konsortium Logistik Berhad (“KLB” or “the Company”) is pleased to present the following report of the Audit 

Committee for the financial year ended 31 December 2012: 

Membership and Meeting 

The Audit Committee comprises wholly of Non-Executive Directors with a majority of them being Independent Non-Executive Directors, including the 

Audit Committee Chairman. On 26 February 2013, Tuan Syed Yasir Arafat bin Syed Abd Kadir (Non-Independent Non-Executive Director) had ceased 

as a member of the Audit Committee following his resignation as a Director of the Company and Encik Nik Johaan bin Nik Hashim (Non-Independent 

Non-Executive Director) was appointed as the new member. In addition to this, Dato’ Seri Talaat bin Husain (previously the Chairman of the Audit 

Committee) was re-designated to the role of member while Dato’ Rosli bin Sharif (previously the member of the Audit Committee) was re-designated 

to the role of Chairman. At the same time, En Mohd Aminudin bin Mustapha was appointed as an additional member of the Audit Committee. 

The Chairman of the Audit Committee, namely, Dato’ Rosli bin Sharif, is a qualified Chartered Accountant and a member of the Malaysian Institute of 

Accountants. Accordingly, the composition of the Audit Committee complies with the Main Market Listing Requirements (“Listing Requirements”) of 

Bursa Malaysia Securities Berhad (“Bursa Securities”). 

The Audit Committee meetings are appropriately structured through the use of agenda. Minutes of the Audit Committee meetings, financial results, 

internal audit reports and risk management reports are circulated to all members before the meeting for discussion. Significant issues discussed at 

the Audit Committee meetings are highlighted by the Audit Committee Chairman to the Board for further discussion and deliberation. 

During the financial year ended 31 December 2012, a total of six (6) Audit Committee meetings were held and the respective member’s attendance is 

shown in the following table: 

Name of Audit Committee members No. of Meetings Attended/Held Percentage of Attendance 

(%) 

Dato’ Rosli bin Sharif (Chairman) 



5/6 83 



6/6 100 

Non-Independent Non-Executive Director 6/6 100

Audit Committee Report (cont’d) 

Name of Audit Committee members No. of Meetings Attended/Held Percentage of Attendance 

(%) 

Syed Yasir Arafat bin Syed Abd Kadir (Ceased on 26 February 2013) 5/6 83 


Nik Johaan bin Nik Hashim (Appointed on 26 February 2013) Not Applicable Not Applicable 


Mohd Aminudin bin Mustapha (Appointed on 26 February 2013) Not Applicable Not Applicable 


The Heads of Finance, Internal Audit and Risk Management and Chief Executive Officer are in attendance at each of the Audit Committee meetings to 

brief the Committee on specific issues as and when required. The representatives of the external auditors and the external consultants are also invited 

to attend the Audit Committee meetings, when necessary. 

In respect of the audit for the financial year 2012, the Audit Committee met with the external auditors, Messrs PricewaterhouseCoopers once for 

private discussion, without the presence of the Management. 

Authority of the Audit Committee 

In performance of its duty, the Audit Committee shall in accordance with the same procedures adopted by the Board and at the cost of the Group: 

a) have authority to investigate any activity within its terms of reference; 

b) have access to resources required to perform its duties; 




c) have full and unrestricted access to any employee and information pertaining to the Group and all documents of the Group shall be made 

accessible to the Audit Committee; 

d) have direct communication channels with external auditors and persons carrying out the internal audit function or activity for the Group; 

e) have authority to direct the internal audit functions in its activities, including approval of appointments of senior executives and budgets in these 

functions; 

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f) have authority to engage independent professional advisers or other advisers and to secure attendance of outsiders with relevant experience and 

expertise if it considers this necessary; and 

g) be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other Directors and employees 

of the Company, whenever deemed necessary. 

Duties and Responsibilities of the Audit Committee 

The duties and responsibilities of the Audit Committee are: 

1) Evaluate the standards of internal control and financial reporting 

a) Assess the quality and effectiveness of the system of internal controls and the efficiency of the Group’s operations, particularly those 

relating to areas of significant risks. Evaluate the process of the Group has in place for assessing and continuously improving internal 

controls. 

b) Assess the internal process for determining and managing key risks. 

c) Review the scope of internal and external auditors’ review of internal control over the Group. 

d) Review internal audit reports (including those of the Group) and Management’s response and ensure that appropriate action is taken in 

respect of these and Audit Committee resolutions. Where action is not taken by Management within adequate timeframe set by the Audit 

Committee, the Audit Committee will report to the Board for its action. 

e) Review external audit reports and Management’s response and ensure that appropriate action is taken in respect of these reports and Audit 

Committee resolutions. 

f) Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management’s investigation 

and follow-up (including disciplinary action) of any instances of non-compliance. 

g) Review the findings of any examinations by regulatory authorities.


h) Obtain regular updates from Management and internal audit regarding compliance matters, and remedial action taken in respect of findings, 

if any, of examinations by regulatory authorities. 

2) Review of financial statements 

a) Review and recommend acceptance or otherwise of major accounting policies, principles and practices. 

b) Review the quarterly results and annual financial statements of the Company and the Group before submission to the Board for approval. 

The review should focus primarily on: 

i) any changes in or implementation of major accounting policy changes; 

ii) major judgemental areas, significant and unusual events; 

iii) significant adjustments resulting from audit; 

iv) compliance with accounting standards; and 

v) compliance with the Listing Requirements and other legal requirements. 

c) Review with the Management on any legal matter that could have a significant impact on the organisation’s financial statements. 

3) Oversee all matters relating to external and internal audit 

a) Review with the Management and the external auditors, the results of the audit, including any difficulties encountered. 

b) Review the adequacy of the scope, functions, competency and resources of the internal audit functions and that the Audit Committee has 

the necessary authority and resources to carry out its work. 

c) Approve the appointments and resignations of the Head and staff of internal audit department. 

d) Conduct and prepare appraisal report on the Head of internal audit, and review the appraisals or assessments of members of the internal 

audit functions. 

e) Direct any special investigations to be carried out by internal audit. 




59

60 


f) Review external audit plans and scope of work before the audit commences. 

g) Discuss problems and reservations arising out from external audit, including assistance given by the employees and any matters the 

auditors may wish to discuss, in the absence of Management or Executive Directors, where necessary. 

h) Nominate the external auditors together with such other functions as may be agreed to by the Audit Committee and the Board and 

recommend for approval of the Board on the external audit fee, and consider any questions of resignation or dismissal, experience, resources 

and capability. 

i) Review and reassess, with the assistance of the Management, the external auditors and legal counsel, the adequacy of the terms of reference 

of the Audit Committee where necessary. 

4) Additional duties and responsibilities 

a) Review on any related party transaction and conflict of interest situation that may arise within the Company or the Group including any 

transaction, procedure or course of conduct that raises questions of Management integrity. 

b) Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved, resulting in a breach 

of the Listing Requirements, the Audit Committee must promptly report such matters to the Bursa Securities. 

c) Perform other duties as directed by the Board. 

d) Be able to obtain independent professional or other advice.


Summary of activities of the Audit Committee during the year 

During the financial year, the Audit Committee carried out its duties as set out in the terms of reference, particularly on: 

a) review of the quarterly business risk assessment and risk management reports to identify and manage key business risks as well as to monitor 

the status of the risk mitigating measures; 

b) review of the annual proposed internal audit plan and internal audit reports; 

c) review of the audit plan for the Group and discussion of the audit issues as highlighted by the external auditors; 

d) review and deliberate on the audit reports, issues and recommendations from the external and internal auditors in relation to the audit conducted 

during the year; 

e) review of the adequacy of the scope, functions and resources of the internal audit function; 

f) review of the competency and performance of members of the internal audit function; 

g) review and approve the appointment of new Head of Internal Audit and Risk Management (“IARM”) department; 

h) review of the Audit Committee report and Statement on Internal Control for insertion into the annual report; 

i) review of the performance and fees of the external auditors and consider the change of external auditors; 




j) review the corporate governance framework on the Directors’ Code of Ethic, Board Charter, Corporate Disclosure Policy, Policy on Independence 

of Directors, and External Auditors Appointment and Independence Policy, for adoption by the Company prior to submission to the Board for 

approval; 

k) review of the quarterly financial results and annual audited financial statements to ensure compliance with the applicable financial reporting 

standards; and 

l) review of revised Internal Audit Charter, revised Risk Management Framework, revised terms of reference of Audit Committee, and Policy and 

Standard Operating Procedure (“SOP”) Framework Initiatives Status Updates. 

61

62 


Internal Audit Function 

The internal audit function of the Group is performed in-house by IARM. The Head of IARM reports directly to the Audit Committee and administratively 

to the Chief Executive Officer. The activities of IARM are guided by the Internal Audit Charter and the department is independent of the activities or 

operations of other operating units. Its principal role is to undertake independent, regular and systematic review and appraisal of the Group’s risk 

management, control and governance processes designed and represented by the Management, so as to determine whether they are adequate and 

functioning in an appropriate manner. 

During the financial year under review, IARM carried out various risk-based operational audits in accordance with the approved annual audit plan covering 

automotive logistics division, freight forwarding division and haulage division, and a few ad-hoc audit assignments requested by Senior Management. 

The corresponding reports of the audit reviews performed were presented to the Audit Committee and forwarded to the Management for their attention 

and corrective actions. The Management is responsible for ensuring that the recommended corrective actions are taken within the required timeframe. 

Other initiatives carried out by IARM during the financial year under review include facilitating enterprise-wide risk management process for Senior 

Management, Policy and SOP Framework initiatives status updates to the Board through the Audit Committee, and consultative drafting of Directors’ 

Code of Ethic, Policy on Independence of Directors, External Auditors Appointment and Independence Policy, Board Charter, Corporate Disclosure 

Policy, and Policy and Procedure Manual for Procurement and Physical Inventory Count. 

During the financial year under review, the personnel of IARM attended training in order to enhance their skills and knowledge, and continuously provide 

value added services to the Group, in line with the requirement of the Internal Audit Charter. 

For the financial year ended 31 December 2012, the Company incurred a total cost of RM265,000 for its internal audit function. 

This report is made in accordance with a resolution of the Board dated 27 March 2013. 

Statement on Employees’ Share Option Scheme (“ESOS”) 

The Audit Committee has reviewed and verified that during the financial year ended 31 December 2012, the allocation of share options pursuant to the 

ESOS to eligible employees of KLB Group had been made in accordance with the eligibility and entitlement criteria determined by the ESOS Options 

Committee and the share options have been granted in accordance with the By-Laws.

FINANCIAL STATEMENTS 

64 Directors’ Report 

73 Statement by Directors 

74 Statutory Declaration 

75 Independent Auditors’ Report 

78 Statements of Comprehensive Income 

80 Statements of Financial Position 

82 Statements of Changes in Equity 

86 Statements of Cash Flows 

90 Notes to the Financial Statements

64 

Directors’ Report 

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

year ended 31 December 2012. 

Principal Activities 

The Group and the Company are principally engaged in the provision of total logistics services and inventory solutions, which include the provision of 

container haulage services, freight forwarding, shipping agency and chartering services, warehousing and distribution services and insurance agency. 

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

Financial Results 

Profit/(loss) for the financial year 

Attributable to: 

Owners of the Parent 

Group 

RM’000 

16,573 

16,573 

Company 

RM’000 

(51,624) 

(51,624)

Directors’ Report (cont’d) 

Dividends 

Dividends on ordinary shares paid or declared by the Company since the end of the previous financial year were as follows: 

In respect of the financial year ended 31 December 2011: 

1st interim tax exempt dividend of 8.00 sen per ordinary share, 

paid on 26 January 2012 

Special dividend of 37.70 sen per ordinary share, of which 12.15 sen 

per ordinary share is tax exempt and 25.55 sen per ordinary share, 

less tax at 25% (19.16 sen net per ordinary share), 


In respect of the financial year ended 31 December 2012: 

Interim tax exempt dividend of 10.00 sen per ordinary shares, 


25,232 

124,414 

There is no final dividend recommended in respect of the financial year ended 31 December 2012. 




Company 

RM’000 

20,183 

78,999 

65

66 


Reserves And Provisions 

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

notes to the financial statements. 

Issue Of Shares And Debentures 

During the financial year, the Company issued 26,000 new ordinary share of RM1.00 each for cash pursuant to the exercise of options under the 

Employees’ Share Option Scheme. 

The newly issued ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company. 

There was no issue of debenture by the Company during the financial year. 

Options Granted Over Unissued Shares 

No options were granted to any person to take up unissued ordinary shares of the Company during the financial year apart from the issue of options 

pursuant to the Employees’ Share Option Scheme (“ESOS”). 

The ESOS of the Company was established on 7 April 2008 and was previously known as Executives’ Share Option Scheme. The ESOS shall be in 

force for a period of five (5) years until 6 April 2013 (‘the option period’). On 2 June 2011, the Company obtained approval from its shareholders during the 

Extraordinary General Meeting to amend the By-Laws of the Company’s share option scheme from an Executives’ Share Option Scheme to Employees’ 

Share Option Scheme. 

The main features of the ESOS are as follows: 

(a) Eligible Directors and employees are those who are confirmed employees of the Group and have served full time for at least a period of one (1) year 

of continuous services before the date of offer;


Options Granted Over Unissued Shares (Continued) 

The main features of the ESOS are as follows: (continued) 

(b) The maximum number of options to be offered under the ESOS shall not exceed in aggregate 15% of the total issued and paid-up share capital of 

the Company at any point in time during the existence of the Scheme. In addition, not more than fifty percentum (50%) of the total number of shares 

available under the Scheme shall be allocated, in aggregate, to Directors and senior management of the Group and not more than ten percentum 

(10%) of the total number of shares available under the Scheme shall be allocated to any Eligible Persons, who either singly or collectively through 

persons connected with them, holds twenty percentum (20%) or more of the issued and paid-up share capital of the Company; 

(c) The options granted may be exercised any time within the option period from the date of offer; 




(d) The option price of a new ordinary share under the ESOS shall be the five (5) days weighted average market price of the shares as quoted in the 

Daily Official List issued by Bursa Malaysia Securities Berhad immediately preceding the date of offer, with a discount of not more than 10%, or at 

the par value of the ordinary shares of RM1.00 each, whichever is higher; 

(e) The options granted are not entitled to dividends or voting rights. Upon exercise of the options, the shares issued rank pari passu in all respect with 

the then existing ordinary shares of the Company; and 

(f) The Directors and employees to whom the options have been granted have no right to participate, by the virtue of these options, in any ordinary 

share issue of any other company. 

67

68 


Options Granted Over Unissued Shares (Continued) 

The movements of the options over the unissued ordinary shares of RM1.00 each in the Company granted under the ESOS during the financial year 


Date of offer 

16.8.2011 

18.8.2011 

29.11.2011 

23.2.2012 

16.5.2012 

28.8.2012 

19.11.2012 

Option price 

RM 

1.15 

1.15 

1.38 

1.13 

1.01 

1.00 

1.00 

Outstanding as at 

1.1.2012 

‘000 

Number of options over ordinary shares of RM1.00 each 

The Company has been granted exemption by the Companies Commission of Malaysia (“CCM”) from having to comply with Section 169(11) of the 

Companies Act, 1965 to disclose the list of option holders who are granted options during the financial year to subscribe for less than 400,000 ordinary 

shares in the Company. 

During the financial year, no options more than 400,000 ordinary shares have been granted to a single individual. 

1,977 

98 

126 

- 

- 

- 

- 

2,201 

Granted 

‘000 

- 

- 

- 

109 

44 

200 

99 

452 

Exercised 

‘000 

(6) 

- 

- 

- 

- 

(20) 

- 

(26) 

Forfeited 

‘000 

(181) 

- 

- 

- 

- 

(2) 

- 

(183) 

Outstanding as at 

31.12.2012 

‘000 

1,790 

98 

126 

109 

44 

178 

99 

2,444 

Exercisable as at 

31.12.2012 

‘000 

1,790 

98 

126 

109 

44 

178 

99 

2,444


Directors 


Mohd Aminuddin bin Mustapha 




Dato’ Rosli bin Sharif 

Dato’ Abdul Rahman bin Ahmad (Appointed on 26 February 2013) 

Syed Yasir Arafat bin Syed Abd Kadir (Resigned on 26 February 2013) 

Datuk Che Azizuddin bin Che Ismail (Resigned on 12 March 2013) 

Directors’ Interests 

The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares and options over ordinary shares of the 

Company and of its related corporations during the financial year ended 31 December 2012 as recorded in Register of Directors’ Shareholdings kept by 

the Company under Section 134 of the Companies Act, 1965 were as follows: 

Shares in the Company 

Direct interests: 

Datuk Che Azizuddin bin Che Ismail 


Shares in the Company 

Indirect interests: 

Mohd Aminuddin bin Mustapha 

Balance as at 

1.1.2012 

6,460,516 

2,802,554 

7,178,542 

Number of ordinary shares of RM1.00 each 

Balance as at 

Bought 

Sold 

31.12.2012 

70,200 

- 

None of the other Directors holding office at the end of the financial year held any interest in ordinary shares and options over ordinary shares in the 

Company or ordinary shares, options over ordinary shares and debentures of its related corporations during the financial year. 

- 




- 

- 

(7,178,542) 

6,530,716 

2,802,554 

- 

69

70 


Directors’ Benefits 

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects 

of enabling the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body 

corporate. 

Since the date of last report, no Director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related 

corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest 

other than the Directors’ fees and other emoluments as disclosed in Note 8(b). 

Statutory Information On The Financial Statements 

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

(a) to ascertain that proper action had been taken in relation to the writing off of impaired receivables and the making of impairment of receivables 

and satisfied themselves that all known impaired receivables have been written off and that adequate impairment had been made for impaired 

receivables; and 

(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the 

accounting records of the Group and the Company had been written down to an amount which they might be expected so to realise. 

At the date of this report, the Directors are not aware of any circumstances: 

(a) which would render the amounts written off for impaired receivables or the amount of the impairment of receivables in the financial statements of 

the Group and of the Company inadequate to any substantial extent; or 

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or 

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading 

or inappropriate.


Statutory Information On The Financial Statements (Continued) 

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve (12) months after the end of the 

financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations 

when they fall due. 

At the date of this report, there does not exist: 

(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liability of any 

other person; or 

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

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would 

render any amount stated in the financial statements misleading. 

In the opinion of the Directors: 




(a) the results of the Group’s and the Company’s operations during the financial year were not substantially affected by any item, transaction or event 

of a material and unusual nature other than the reversal of impairment in respect of an associate and the impairment of subsidiaries as disclosed 

in the statements of comprehensive income and Note 8 to the financial statements; and 

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and 

unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report 

is made. 

71

72 


Holding Companies 

The Directors regard Bendahara 1 Sdn. Bhd., E-Cap (Internal) One Sdn. Bhd., Ekuinas Capital Sdn. Bhd. and Yayasan Ekuiti Nasional, all of which are 

incorporated in Malaysia, as the immediate, intermediate, penultimate and ultimate holding companies/entity of the Company respectively. 

Auditors 

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. 

Signed on behalf of the Board of Directors in accordance with their resolution. 

DATO’ ROSLI BIN SHARIF ZULKIFLI BIN SARKAM 

DIRECTOR DIRECTOR 

Kuala Lumpur 

18 April 2013


Statement By Directors 

Pursuant To Section 169 (15) of The Companies Act, 1965 

We, Dato’ Rosli bin Sharif and Zulkifli bin Sarkam, being two of the Directors of Konsortium Logistik Berhad, state that, in the opinion of the Directors, 

the financial statements set out on pages 78 to 229 have been properly drawn up so as to give a true and fair view of the financial position of the Group 

and of the Company as at 31 December 2012 and of the financial performance and cash flows of the Group and of Company for the financial year ended 

on that date in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the provisions of Companies 

Act, 1965 in Malaysia. 

The supplementary information set out in Note 38 page 230 have been prepared in accordance with the Guidance on Special Matter No. 1, Determination 

of Realised and Unrealised Profits and 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. 

Signed on behalf of the Board of Directors in accordance with their resolution. 

DATO’ ROSLI BIN SHARIF ZULKIFLI BIN SARKAM 

DIRECTOR DIRECTOR 

Kuala Lumpur 

18 April 2013 




73

74 


Statutory Declaration 

Pursuant To Section 169 (16) of The Companies Act, 1965 

I, Thoo W’y-Kit, being the officer primarily responsible for the financial management of Konsortium Logistik Berhad, do solemnly and sincerely declare 

that the financial statements set out on pages 78 to 229 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. 

THOO W’Y-KIT 

Subscribed and solemnly declared by the above named Thoo W’y-Kit at Kuala Lumpur before me, on 18 April 2013. 

COMMISSIONER FOR OATHS

INDEPENDENT ADITORS’ REPORT 

TO THE MEMBERS OF KONSORTIUM LOGISTIK BERHAD 

(Company No: 89243-A) 

(Incorporated In Malaysia) 

REPORT ON THE FINANCIAL STATEMENTS 

We have audited the financial statements of Konsortium Logistik Berhad on pages 78 to 229 which comprise the statements of financial position as at 

31 December 2012 of the Group and of the Company, and the statements of comprehensive income, changes in equity and cash flows of the Group and 

of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on Notes 1 

to 37. 

Directors’ Responsibility for the Financial Statements 

The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian 

Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 and for such internal control as the Directors 

determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved 

standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable 

assurance about whether the financial statements are free from material misstatement. 

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

selected depend on our judgment, 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 Company’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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 

accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. 

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




75

76 

INDEPENDENT AUDITORS’ REPORT 




REPORT ON THE FINANCIAL STATEMENTS (CONTINUED) 

Opinion 

In our opinion, the financial statements have been properly drawn up in accordance with Malaysian Financial Reporting Standards, International Financial 

Reporting Standards and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as of 31 

December 2012 and of their financial performance and cash flows for the financial year then ended. 

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: 

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we 

have acted as auditors have been properly kept in accordance with the provisions of the Act. 

(b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form 

and content appropriate and proper for the purposes of the preparation of financial statements of the Group and we have received satisfactory 

information and explanations required by us for those purposes. 

(c) The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to 

be made under Section 174(3) of the Act. 

OTHER REPORTING RESPONSIBILITIES 

The supplementary information set out in Note 38 on page 230 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part 

of the financial statements. 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 and 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.

INDEPENDENT AUDITORS’ REPORT 




OTHER MATTERS 

1 As stated in Note 3 to the financial statements, Konsortium Logistik Berhad adopted Malaysian Financial Reporting Standards on 1 January 

2012 with a transition date of 1 January 2011. These standards were applied retrospectively by the Directors to the comparative information 

in these financial statements, including the statements of financial position as at 31 December 2011 and 1 January 2011, and the statements of 

comprehensive income, statements of changes in equity and statements of cash flows for the financial year ended 31 December 2011 and related 

disclosures. We were not engaged to report on the restated comparative information and it is unaudited. Our responsibilities as part of our 

audit of the financial statements of the Group and of the Company for the financial year ended 31 December 2012 have, in these circumstances, 

included obtaining sufficient appropriate audit evidence that the opening balances as at 1 January 2012 do not contain misstatements that 

materially affect the financial position as at 31 December 2012 and financial performance and cash flows for the financial year then ended. 

2 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. 

PRICEWATERHOUSECOOPERS ERIC OOI LIP AUN 

(No. AF: 1146) (No. 1517/06/14 (J)) 

Chartered Accountants Chartered Accountant 

Kuala Lumpur 

18 April 2013 




77

78 

Statements Of Comprehensive Income 

For The Financial Year Ended 31 December 2012 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Revenue 7 268,627 258,723 115,795 102,647 

Direct operating costs (209,708) (183,425) (94,358) (81,843) 

Gross profit 58,919 75,298 21,437 20,804 

Other income 2,621 15,401 58,366 20,299 

Selling and marketing expenses (2,726) (2,331) (1,843) (1,322) 

Administrative expenses (39,137) (41,442) (24,154) (23,652) 

Other expenses (7,232) (7,034) (118,578) (2,243) 

Finance costs (3,706) (4,515) (3,030) (3,698) 

Share of results of associates (3,396) (2,661) - - 

Reversal of impairment 

in respect of an associate 16,729 - 16,729 - 

Profit/(loss) before tax 8 22,072 32,716 (51,073) 10,188 

Tax expense 9 (5,499) (6,763) (551) (1,901) 

Profit/(loss) for the financial year 

Other comprehensive income: 

16,573 25,953 (51,624) 8,287 

Foreign currency translations 

Adjustment on disposal of 

(139) 1,457 - - 

financial assets available-for-sale 

Other comprehensive (loss)/income, 

- (610) - (610) 

net of tax (139) 847 - (610) 

Total comprehensive income/(loss) 

Profit/(loss) attributable to: 

16,434 26,800 (51,624) 7,677 

- Owners of the Parent 16,573 25,953 (51,624) 8,287

Statements Of Comprehensive Income 

Total comprehensive 

income/(loss) attributable to: 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

- Owners of the Parent 16,434 26,800 (51,624) 7,677 

Earnings per ordinary share 

attributable to equity holders of 

the Company (sen): 

- Basic 10 6.57 10.97 

- Diluted 10 6.57 10.96 




79 

For The Financial Year Ended 31 December 2012 (continued)

80 

Statements Of Financial Position 

ASSETS NON- 

CURRENT ASSETS 

As at 31 December 2012 

Group Company 

Note 2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Property, plant and equipment 12 168,194 162,350 209,044 124,230 135,717 144,351 

Investment property 13 - - 15,000 - - 15,000 

Prepaid lease payments for land 14 25,748 26,392 27,037 18,381 18,578 18,775 

Goodwill on consolidation 15 10,907 11,883 11,883 - - - 

Investments in subsidiaries 16 - - - 307,627 421,972 421,624 

Interest in associates 17 11,552 15,046 18,057 29,349 11,493 11,684 

Other investments 18 1,560 827 13,400 1,254 521 13,094 

Deferred tax assets 19 612 1,297 2,130 - - 486 

218,573 217,795 296,551 480,841 588,281 625,014 

CURRENT ASSETS 

Consumable stores 165 106 67 165 106 67 

Trade and other receivables 20 88,485 87,173 90,292 33,204 31,369 21,293 

Amounts due from subsidiaries 21 - - - 3,762 2,100 7,505 

Advances to subsidiaries 22 - - - 20,816 36,905 22,703 

Tax recoverable 5,002 7,711 3,625 693 701 467 

Cash and bank balances 23 31,616 110,835 73,451 9,667 90,079 23,116 

125,268 205,825 167,435 68,307 161,260 75,151 

Non-current assets held for sale 24 324 324 475 - - 151 

TOTAL ASSETS 344,165 423,944 464,461 549,148 749,541 700,316

Statements Of Financial Position 

EQUITY AND LIABILITIES 

EQUITY ATTRIBUTABLE 

As at 31 December 2012 (continued) 




Group Company 

Note 2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

TO OWNERS OF THE PARENT 

Share capital 25 252,319 252,293 240,719 252,319 252,293 240,719 

Reserves 26 (56,708) (47,954) 12,584 123,414 200,226 279,887 

TOTAL EQUITY 

LIABILITIES 

195,611 204,339 253,303 375,733 452,519 520,606 

NON-CURRENT LIABILITIES 

Borrowings 27 15,268 21,965 36,003 15,268 21,965 36,003 

Retirement benefits obligations 28 2,121 2,003 1,856 1,829 1,669 1,541 

Deferred tax liabilities 19 3,304 2,640 3,148 2,111 1,649 - 

Advances from subsidiaries 22 - - - - - 51,055 

CURRENT LIABILITIES 

20,693 26,608 41,007 19,208 25,283 88,599 

Trade and other payables 29 60,322 62,744 96,225 22,518 23,003 26,498 

Amounts due to subsidiaries 21 - - - 107 268 2,810 

Advances from subsidiaries 22 - - - 76,156 125,297 - 

Borrowings 27 42,194 28,989 43,727 30,194 23,989 31,727 

Tax payable 113 2,082 123 - - - 

Dividends payable 11 25,232 99,182 30,076 25,232 99,182 30,076 

127,861 192,997 170,151 154,207 271,739 91,111 

TOTAL LIABILITIES 148,554 219,605 211,158 173,415 297,022 179,710 

TOTAL EQUITY AND LIABILITIES 344,165 423,944 464,461 549,148 749,541 700,316 

81

82 

Statements Of Changes In Equity 

Group 

Share Share 

Availablefor-sale 

Exchange 

translation Treasury Capital 

Share 

options Accumulated 

Total 

attributable 

to owners Total 

Note capital premium reserve reserve shares reserve reserve losses of parent equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

As at 1 January 2011 240,719 51,923 610 (1,457) (5,436) - - (33,056) 253,303 253,303 

Profit for the financial year - - - - - - - 25,953 25,953 25,953 

Disposal of a subsidiary - - - 1,457 - - - - 1,457 1,457 

Adjustment on disposal of 

financial assets, available- 


-for-sale - - (610) - - - - - (610) (610) 

Total comprehensive income - - (610) 1,457 - - - 25,953 26,800 26,800 

Transactions with owners 

Cancellation of treasury 

shares 

Ordinary shares issued 

26(b) (4,828) (5,436) - - 5,436 4,828 - - - - 

pursuant to ESOS 

Share options granted 

25(b) 16,402 4,317 - - - - - - 20,719 20,719 

under ESOS - - - - - - 2,699 - 2,699 2,699 

Exercise of ESOS - 2,385 - - - - (2,385) - - - 

Dividends 11 - - - - - - - (99,182) (99,182) (99,182) 

Total transactions with owners 11,574 1,266 - - 5,436 4,828 314 (99,182) (75,764) (75,764) 

Balance as at 31 December 2011 252,293 53,189 - - - 4,828 314 (106,285) 204,339 204,339


Share Share 

Exchange 

translation Capital 




For The Financial Year Ended 31 December 2012 (continued) 

Share 

options Accumulated 


attributable 

to owners Total 

Note capital premium reserve reserve reserve losses of parent equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Group 

As at 1 January 2012 252,293 53,189 - 4,828 314 (106,285) 204,339 204,339 

Profit for the financial year - - - - - 16,573 16,573 16,573 

Foreign currency translations - - (139) - - - (139) (139) 

Total comprehensive income - - (139) - - 16,573 16,434 16,434 


Ordinary shares issued pursuant 

to ESOS 

Share options granted under 

25(b) 26 - - - - - 26 26 

ESOS - - - - 44 - 44 44 

Exercise of ESOS - 3 - - (3) - - - 

Cancellation of ESOS - - - - (25) 25 - - 

Dividends 11 - - - - - (25,232) (25,232) (25,232) 

Total transactions with owners 26 3 - - 16 (25,207) (25,162) (25,162) 

As at 31 December 2012 252,319 53,192 (139) 4,828 330 (114,919) 195,611 195,611 

83

84 


Company 

Available- Share 

Share Share for-sale Treasury Capital options Retained Total 

Note capital premium reserve shares reserve reserve earnings equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

As at 1 January 2011 240,719 51,923 610 (5,436) - - 232,790 520,606 

Profit for the financial year - - - - - - 8,287 8,287 

Adjustment on disposal 

of financial assets, 

available-for-sale - - (610) - - - - (610) 

Total comprehensive income 


- - (610) - - - 8,287 7,677 


Cancellation of treasury 

shares 


26(b) (4,828) (5,436) - 5,436 4,828 - - - 



25(b) 16,402 4,317 - - - - - 20,719 

under ESOS - - - - - 2,699 - 2,699 

Exercise of ESOS - 2,385 - - - (2,385) - - 

Dividends 11 - - - - - - (99,182) (99,182) 

Total transactions with owners 11,574 1,266 - 5,436 4,828 314 (99,182) (75,764) 

As at 31 December 2011 252,293 53,189 - - 4,828 314 141,895 452,519


Company 





Share Share Capital Share options Retained Total 

Note capital premium reserve reserve earnings equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

As at 1 January 2012 252,293 53,189 4,828 314 141,895 452,519 

Loss for the financial year - - - - (51,624) (51,624) 

Total comprehensive loss - - - - (51,624) (51,624) 





25(b) 26 - - - - 26 

under ESOS - - - 44 - 44 

Exercise of ESOS - 3 - (3) - - 

Cancellation of ESOS - - - (25) 25 - 

Dividends 11 - - - - (25,232) (25,232) 

Total transactions with owners 26 3 - 16 (25,207) (25,162) 

As at 31 December 2012 252,319 53,192 4,828 330 65,064 375,733 

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86 

Statements Of Cash Flows 

CASH FLOWS FROM OPERATING 

ACTIVITIES 


Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Profit/(loss) before tax 22,072 32,716 (51,073) 10,188 

Adjustments for: 

Amortisation of prepaid lease payments of land 

Bad debts written off: 

14 644 645 197 197 

- trade receivables 60 - 9 - 

- subsidiary - - 8 - 

Depreciation of property, plant and equipment 

Dividend income received from: 

12 20,232 19,160 14,768 12,259 

- other investments - (2) - (2) 

- subsidiaries - - (50,000) (6,615) 

- associate - - - (350) 

Expenses for retirement benefits 

Gain on disposal of: 

28 246 262 235 236 

- an associate (890) - (988) - 


- investment property - (4,451) - (4,451) 

- non-current assets held for sale - (178) - (178) 

- property, plant and equipment 

Impairment losses on: 

(358) (8,047) (65) (1,244) 

- investments in subsidiaries - - 114,345 - 

- interest in associates - - - 191 

- trade and other receivables 1,767 2,064 1,289 163 

- other investments 135 - 135 - 

Fair value loss on available-for-sale investment 1,910 - 1,910 - 

Interest expense 3,706 4,515 3,030 3,698 

Interest income (328) (551) (310) (210)


CASH FLOWS FROM OPERATING 

ACTIVITIES (CONTINUED) 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Property, plant and equipment written off 12 412 1,283 362 1,241 

Reversal of impairment losses on: 





- trade and other receivables (2,983) (3,186) (2,533) (1,633) 

- interest in associate (16,729) - (16,729) - 

Share of results of associates 3,396 2,661 - - 

Share option expenses 44 2,699 44 2,351 

Unrealised (gain)/loss on foreign exchange (177) 9 - - 

Impairment of goodwill on consolidation 15 976 - - - 

Operating profit before working capital changes 34,135 49,004 14,634 15,246 

Increase in consumable stores (59) (39) (59) (39) 

(Increase)/decrease in trade and other receivables (2,912) 5,689 (3,378) (8,606) 

Decrease in trade and other payables (2,735) (32,670) (485) (3,439) 

(Increase)/decrease in amounts due from subsidiaries - - (1,670) 5,405 

Decrease in amounts due to subsidiaries - - (161) (2,542) 

Cash generated from operations 28,429 21,984 8,881 6,025 

Interest expense paid (3,706) (4,515) (3,030) (3,698) 

Retirement benefits paid 28 (128) (115) (75) (108) 

Tax paid (3,410) (8,565) (81) - 

(7,244) (13,195) (3,111) (3,806) 

Net cash generated from operating activities 21,185 8,789 5,695 2,219 

87

88 



Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

CASH FLOWS FROM INVESTING ACTIVITIES 

Investment in associate (817) - (817) - 

Interest income received 328 551 310 210 

Dividend received from an associate - 350 - 350 

Dividend received from other investments 8 - 2 - 2 

Purchase of property, plant and equipment (10,174) (15,064) (5,183) (12,805) 

Disposal of a subsidiary 

Proceeds from disposal of: 

35 - (257) - - 

- property, plant and equipment 1,919 48,864 1,487 9,183 

- investment property - 19,451 - 19,451 

- non-current assets held for sale - 329 - 329 

- other investments - 12,558 - 12,558 

- an associate 988 - 988 - 

Payments to associates - (56) (310) (56) 

Repayments by/(payment to) subsidiaries - - 16,089 (14,202) 

Net cash (used in)/ generated from investing activities (7,756) 66,728 12,564 15,020


Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

CASH FLOWS FROM FINANCING ACTIVITIES 

Dividends paid (99,182) (30,076) (99,182) (30,076) 

Proceeds from other borrowings 24,230 - 17,230 - 

Proceeds from exercise of ESOS 26 20,719 26 20,719 

Repayments of hire-purchase liabilities (10,127) (9,179) (10,127) (9,179) 

Repayments of term loans and other borrowings (7,595) (19,597) (7,595) (12,597) 

Withdrawals of deposits pledged with licensed bank 501 7,465 501 - 

Advances from subsidiaries - - 977 80,857 

Net cash (used in)/generated from financing activities (92,147) (30,668) (98,170) 49,724 

Net (decrease)/ increase in cash and cash equivalents (78,718) 44,849 (79,911) 66,963 

Cash and cash equivalents at beginning of financial year 109,379 64,530 88,815 21,852 

Cash and cash equivalents at end of financial year 23 30,661 109,379 8,904 88,815 

The principal non-cash transaction during the financial year comprise of the following: 

(a) Non-cash dividend payment 





The subsidiary of the Company had declared a total dividend of RM50,000,000 (2011: RM6,615,000) to the Company. The dividend was offset 

against the advances from the subsidiaries to the Company. 

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90 

Notes To The Financial Statements 

1 GENERAL INFORMATION 

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities 

Berhad. 

The registered office and the principal place of business of the Company is located at Lot 22202, Jalan Gambus 33/4, Off Jalan Bukit Kemuning Bt 8.5, 40350 

Shah Alam, Selangor Darul Ehsan, Malaysia. 

The Directors regard Bendahara 1 Sdn. Bhd., E-Cap (Internal) One Sdn. Bhd., Ekuinas Capital Sdn. Bhd. and Yayasan Ekuiti Nasional, all of which are incorporated 

in Malaysia, as the immediate, intermediate, penultimate and ultimate holding companies/entity respectively. 

The financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency. All financial information presented in RM 

has been rounded to the nearest thousand, unless otherwise stated. 

The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 18 April 2013. 

2 PRINCIPAL ACTIVITIES 

The Group and the Company are principally engaged in the provision of total logistics services and inventory solutions, which include the provision of container 

haulage services, freight forwarding, shipping agency and chartering services, warehousing and distribution services and insurance agency. There have been 

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

3 BASIS OF PREPARATION AND TRANSITION FROM FRS TO MFRS 


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

Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.


3 BASIS OF PREPARATION AND TRANSITION FROM FRS TO MFRS (continued) 

The financial statements of the Group and of the Company for the financial year ended 31 December 2012 are the first set of financial statements prepared in 

accordance with the MFRS, including MFRS 1, ‘First-time Adoption of Malaysian Financial Reporting Standards’.The Group and the Company have consistently 

applied the same accounting policies in its opening MFRS statements of financial position at 1 January 2011 (transition date) and throughout all years presented, 

as if these policies had always been in effect. These changes did not affect the comparative figures for 2011 in these financial statements. Subsequent to 

the transition in the financial reporting framework to MFRS on 1 January 2012, the comparative information has not been audited under MFRS. However, the 

comparative statements of financial position as at 31 December 2011, comparative statements of income, comprehensive income, changes in equity and cash 

flows for the financial year then ended have been audited under the previous financial reporting framework, Financial Reporting Standards in Malaysia. 

4 SIGNIFICANT ACCOUNTING POLICIES 

4.1 Basis of accounting 





The financial statements of the Group and of the Company have been prepared under the historical cost convention except as otherwise stated in the financial 

statements and on a going concern basis. 

As at 31 December 2012, the Company’s current liabilities exceeded its current assets by RM85,900,000 (2011: RM110,479,000). However, the Group and the 

Company have sufficient credit facilities in place to meet their operational requirements. In addition, the Group and the Company carry out monthly cash flows 

review for the next twelve (12) months to ensure that the business operations have sufficient funds available to operate as a going concern. Historical results 

of the treasury management show that the Group and the Company have the ability to meet their obligations as and when they fall due, the Group and the 

Company have not defaulted on any obligations due or payable to financial institutions or creditors. 

The Directors are of the opinion that the Group and the Company will be able to operate profitably in the foreseeable future, obtain continuing financial 

support from the lenders and therefore continue as a going concern and accordingly, realise their assets and discharge their liabilities in the normal course of 

business. 

In view of the foregoing, the Directors consider that it is appropriate to prepare the financial statements of the Group and of the Company on a going concern 

basis, and accordingly, the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or 

to amounts and classification of liabilities that may be necessary should the going concern basis for the preparation of the financial statements of the Group 

and of the Company be not appropriate. 

91

92 


4 SIGNIFICANT ACCOUNTING POLICIES (continued) 

4.1 Basis of accounting (continued) 

The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect the 

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts 

of revenues and expenses during the reported period. It also requires Directors to exercise their judgment in the process of applying the Group and the 

Company’s accounting policies. Although these estimates and judgment are based on the Directors’ best knowledge of current events and actions, actual 

results may differ. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial 

statements are disclosed in Note 6 to the financial statements. 

4.2 Basis of consolidation 


The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries made up to the end of the financial year. 

Subsidiaries are entities (including special purposes entities) over which the Company has the power to govern the financial operating policies, generally 

accompanied by a shareholding giving rise to the majority of the voting rights, as to obtain benefits from their activities. 

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. 

Intragroup balances, transactions, income and expenses are eliminated on consolidation. Unrealised gains arising from transactions with associates and 

joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as 

unrealised gains, but only to the extent that there is no impairment. 

The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company, using consistent accounting policies. Where 

necessary, accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the other entities in the Group. 

Non-controlling interests represent the equity in subsidiaries that are not attributable, directly or indirectly, to owners of the Company, and is presented 

separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from 

equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent 

and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests 

having a deficit balance.



4.2 Basis of consolidation (continued) 

Components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net 

assets in the event of liquidation may be initially measured at either fair value or at the present ownership instruments’ proportionate share in the recognised 

amounts of the acquiree’s identifiable net assets. All other components of non-controlling interests shall be measured at their acquisition-date fair values, 

unless another measurement basis is required by MFRS. The choice of measurement basis is made on an combination-by-combination basis. Subsequent 

to initial recognition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ 

share of subsequent changes in equity. 

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 non-controlling 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 consideration paid or received is 

recognised directly in equity and attributed to owners of the parent. 

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between: 


(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest; and 

(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. 




Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred 

directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investments 

retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under MFRS 139 

Financial Instruments: Recognition and Measurement or, where applicable, the cost on initial recognition of an investment in associate or jointly controlled 

entity. 

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94 




. 

4.2.1 Business combinations 

Business combinations are accounted for by applying the acquisition method of accounting. 


Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition 

date, except that; 

(a) deferred tax assets or liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition 

date; 

(b) liabilities or equity instruments related to share-based payment transactions of the acquire or the replacement by the Group of an acquiree’s 

share-based payment transactions are measured in accordance with MFRS 2 “Share-based Payment” at the acquisition date; and 

(c) assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 “Non-current Assets Held for Sale and Discontinued 

Operations” are measured in accordance with that Standard. 

Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. 

Any contingent consideration payable is recognised at fair value at the acquisition date. Measurement period adjustments to contingent 

consideration are dealt with as follows: 

(a) If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity; and 

(b) Subsequent changes to contingent consideration classified as an asset or liability that is a financial instrument within the scope of MFRS 

139 are recognised either in profit or loss or in other comprehensive income in accordance with MFRS 139. All other subsequent changes are 

recognised in profit or loss. 

In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured to fair value at the acquisition date 

and any corresponding gain or loss is recognised in profits or loss. 

The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition 

date at fair value, or at the non-controlling interest’s proportionate share of the acquired net identifiable assets.




4.2.1 Business combinations (continued) 

Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in 

the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s 

identifiable assets and liabilities is recorded as goodwill in the consolidated statement of financial position. The accounting policy for goodwill is 

set out in Note 4.8. In instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain purchase in profit or 

loss on the acquisition date. 

4.3 Property, plant and equipment 

All items of property, plant and equipment are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset. 

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is 

probable that future economic benefits associated with the cost will flow to the Group and the cost of the asset can be measured reliably. The carrying amount 

of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. 

Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to 

incur when the asset is acquired, if applicable. 

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and which has a different useful life, 

is depreciated separately. 

After initial recognition, property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and any accumulated 

impairment losses. 

Depreciation is calculated to write off the cost of the assets to their residual values on the straight-line basis over their estimated useful lives. Leased assets 

are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by end of the lease 

term. The principal depreciation rates are as follows: 

Freehold and leasehold buildings 2% 

Structure and renovation 2% - 15% 

Furniture, fittings and office equipment 10% - 33 1/3% 

Vehicles and mechanical equipment 5% - 13% 

Freehold land is not depreciated as it has an indefinite life. 





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96 



4.3 Property, plant and equipment (continued) 

At the end of each reporting period, the carrying amount of an item of property, plant and equipment is assessed for impairment when events or changes in 

circumstances indicate that its carrying amount may not be recoverable. A write-down is made if the carrying amount exceeds the recoverable amount (see 

Note 4.9 to the financial statements on impairment of non-financial assets). 

The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to ensure that the amount, method and period 

of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of 

property, plant and equipment. If expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate. The Group 

anticipates that the residual values of its property, plant and equipment will not be significant. 

The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use 

or disposal. The difference between the net disposal proceeds, if any, and the carrying amount is included in profit or loss and the revaluation surplus related 

to those assets, if any, is transferred directly to retained earnings. 

4.4 Borrowings and borrowing costs 

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference 

between initial recognised amount and the redemption value are recognised in profit or loss over the period of the borrowings using the effective interest 

method. 

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily 

take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially 

ready for their intended use or sale. 

All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 


Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will 

be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility 

will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.



4.5 Leases and hire-purchase 

(a) Finance leases and hire-purchase 

Assets acquired under finance leases and hire-purchase which transfer substantially all the risks and rewards of ownership to the Group are recognised 

initially at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments, each determined at the 

inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the leases, 

if this is practicable to determine; if not, the Group’s incremental borrowing rate is used. Any initial direct costs incurred by the Group are added to the 

amount recognised as an asset. The assets are capitalised as property, plant and equipment and the corresponding obligations are treated as liabilities. 

The property, plant and equipment capitalised are depreciated on the same basis as owned assets. 

The minimum lease payments are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges are 

recognised in profit or loss over the period of the lease term so as to produce a constant periodic rate of interest on the remaining lease and hire-purchase 

liabilities. 

(b) Operating leases 

A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. 

Lease payments under operating leases are recognised as an expense on the straight-line basis over the period of lease term. 

(c) Lease of land and buildings 





For leases of land and buildings, the land and buildings elements are considered separately for the purpose of lease classification and these leases are 

classified as operating or finance leases in the same ways as leases of other assets. 

The minimum lease payments including any lump-sum of upfront payments made to acquire the interest in the land and buildings are allocated between 

the land and the buildings elements in proportion to the relative fair values of the leasehold interests in the land element and the buildings element of the 

lease at the inception of the lease. 

97

98 



4.5 Leases and hire-purchase (continued) 

(c) Lease of land and buildings (continued) 

Leasehold land that normally has an indefinite economic life and where the lease does not transfer substantially all the risks and rewards incidental to 

ownership is treated as an operating lease. The lump-sum upfront lease payments made on entering into or acquiring leasehold land are accounted as 

prepaid lease payments and are amortised over the lease term ranging from 30 to 99 years on the straight-line basis. 

The buildings element is classified as a finance or operating lease in accordance with Note 4.5(a) and Note 4.5(b) to the financial statements. If the lease 

payment cannot be allocated reliably between leasehold land and building, the entire lease is classified as a finance lease, unless it is clear that both 

elements are operating leases, in which case the entire lease is classified as an operating lease. 

For a lease of land and buildings in which the amount that would initially be recognised for the land element is immaterial, the land and buildings are 

treated as a single unit for the purpose of lease classification and is accordingly classified as a finance or operating lease. In such a case, the economic 

life of the building is regarded as the economic life of the entire leased asset. 

4.6 Investment properties 


Investment properties are properties which are held for a long term to earn rental yields or for capital appreciation or for both, and are not occupied by the 

Group. 

Investment properties comprise freehold properties and are stated at cost less any accumulated depreciation and impairment losses. Investment properties 

that consist of freehold land are not depreciated as it has an infinite life. 

Investment properties are derecognised when either they have been disposed of or when they are permanently withdrawn from use and no future economic 

benefit is expected from them. The gains or losses arising from the retirement or disposal of an investment property is determined as the difference between 

the net disposal proceeds, if any, and the carrying amount of the asset and is recognised in profit or loss in the period of the retirement or disposal.



4.7 Investments 

(a) Subsidiaries 

A subsidiary is an entity in which the Group has power to control the financial and operating policies so as to obtain benefits from its activities. The 

existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such 

power over another entity. 

The Group also assesses the existence of control where it does not have more than 50% of the voting power but is able to govern the financial and 

operating policies by virtue of de-facto control. De-facto control may arise in circumstances where the size of the Group’s voting rights relative to the size 

and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies. 

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control 

ceases. 

(i) Changes in ownership interests in subsidiaries without change of control 

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with 

the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying 

value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. 

(ii) Disposal of subsidiaries 





When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the 

change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for 

the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income 

in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts 

previously recognised in other comprehensive income are reclassified to profit or loss. 

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100 



4.7 Investments (continued) 

(b) Associates 


Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 

50% of the voting rights. Interest in associates are accounted for using the equity method of accounting. Under the equity method, the investment is 

initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of profit or loss of the investee after the 

date of acquisition. The Group’s investment in associates includes goodwill identified on acquisition. 

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised 

in other comprehensive income is reclassified to profit or loss where appropriate. Dilution gains and losses arising in interest in associates are recognised 

in profit or loss. 

The Group’s share of post-acquisition profit or loss is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive 

income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s 

share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise 

further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. 

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 adjacent to ‘share of profit/(loss) of an associate’ in profit or loss. 

Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial 

statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence 

of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies 

adopted by the Group. 

The most recent available financial statements of the associate are used by the Group in applying the equity method. When the end of the reporting 

periods of the financial statements are not coterminous, the share of results is arrived at using the latest financial statements for which the difference in 

end of the reporting periods is no more than three (3) months. Adjustments are made for the effects of any significant transactions or events that occur 

between the intervening periods.



4.7 Investments (continued) 

(c) Investments in subsidiaries and associates 

In the Company’s separate financial statements, investments in subsidiaries and associates are carried at cost less accumulated impairment losses. 

On disposal of investments in subsidiaries and associates, the difference between disposal proceeds and the carrying amounts of the investments are 

recognised in profit or loss. 

4.8 Goodwill on consolidation 

Goodwill recognised in a business combination is recognised as an asset at the acquisition date and is initially measured at cost being the excess of the 

fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held 

equity interest (if any) in the entity over net of the acquisition-date amounts of fair value of the identifiable assets acquired and the liabilities assumed. If, after 

reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of 

any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) the excess is recognised 

immediately in profit or loss as a bargain purchase gain. 

Goodwill arising on acquisition of an associate is the excess of the cost of investment over the Group’s share of the fair value of net assets of the associates’ 

identifiable assets, liabilities and contingent liabilities at the date of acquisition. 

Goodwill relating to the associate is included in the carrying amount of the investment and is not amortised. The excess of the Group’s share of the net fair 

value of the associate’s identifiable assets and liabilities over the cost of investment is included as income in the determination of the Group’s share of the 

associate’s profit or loss in the period in which the investment is acquired. 

After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any. 





Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying 

value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised 

immediately as an expense and is not subsequently reversed. 

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4.8 Goodwill on consolidation (continued) 

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (“CGUs”), or groups of 

CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest 

level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level. 

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. 

4.9 Impairment of non-financial assets 

The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries and associates), inventories, deferred tax assets and noncurrent 

assets held for sale, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication 

exists, the asset’s recoverable amount is estimated. 

Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate that the goodwill might be impaired. 

The recoverable amount of an asset is estimated for an individual asset. Where it is not possible to estimate the recoverable amount of the individual asset, 

the impairment test is carried out on the cash-generating unit (“CGU”) to which the asset belongs. Goodwill acquired in a business combination is from the 

acquisition date, allocated to each of the Group’s CGU or groups of CGU that are expected to benefit from the synergies of the combination giving rise to the 

goodwill irrespective of whether other assets or liabilities of the acquired are assigned to those units or groups of units. 

Goodwill acquired in a business combination shall be tested for impairment as part of the impairment testing of CGU to which it relates. The CGU to which 

goodwill is allocated shall represent the lowest level within the Group at which the goodwill is monitored for internal management purposes and not larger 

than an operating segment determined in accordance with MFRS 8. 

The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its value in use. 


In estimating value in use, the estimated future cash inflows and outflows to be derived from continuing use of the asset and from its ultimate disposal 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. An impairment loss is recognised in profit or loss when the carrying amount of the asset or the CGU, including the allocated goodwill, exceeds 

the recoverable amount of the asset or the CGU. The total impairment loss is allocated, first, to reduce the carrying amount of any goodwill allocated to the 

CGU and then to the other assets of the CGU on a pro-rata basis considering the relative carrying amounts of each asset in the CGU. The impairment loss is 

recognised in profit or loss immediately.



4.9 Impairment of non-financial assets (continued) 

An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss on other asset is reversed if, and only if, there has been a change 

in the estimates used to determine the assets’ recoverable amount since the last impairment loss was recognised. 

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, 

net of depreciation or amortisation, if no impairment loss had been recognised. Such reversals are recognised as income immediately in profit or loss. 

4.10 Consumable stores 

Consumable stores comprise fuel, lubricant and stores and are stated at the lower of cost and net realisable value. Cost is determined using the weighted 

average cost basis. The cost of consumables and stores comprises all costs of purchase plus the cost of bringing the inventories to their present location and 

condition. 

4.11 Financial instruments 





A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. 

A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual right to receive cash or another financial asset from another 

enterprise, or a contractual right to exchange financial assets or financial liabilities with another enterprise under conditions that are potentially favourable to 

the Group. 

A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or a contractual obligation to 

exchange financial assets or financial liabilities with another enterprise under conditions that are potentially unfavourable to the Group. 

Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instrument. 

At initial recognition, a financial instrument is recognised at fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction 

costs that are directly attributable to the acquisition or issuance of the financial instrument. 

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Notes To The Financial Statements (cont’d) 



4.11 Financial instruments (continued) 

An embedded derivative is separated from the host contract and accounted for as a derivative if, and only if the economic characteristics and risks of the 

embedded derivative is not closely related to the economic characteristics and risks of the host contract, a separate instrument with the same terms as the 

embedded derivative meets the definition of a derivative, and the hybrid instrument is not measured at fair value through profit or loss. 

Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets 

carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed off in profit or loss. 

Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives, directly attributable transaction costs. 

(a) Financial assets 

A financial asset is classified into the following categories after initial recognition for the purpose of subsequent measurement: 

(i) Loans and receivables 

Financial assets classified as loans and receivables comprise non-derivative financial assets with fixed or determinable payments that are not 

quoted in an active market. 

Subsequent to initial recognition, financial assets classified as loans and receivables are measured at amortised cost using the effective interest 

method. Gains or losses on financial assets classified as loans and receivables are recognised in profit or loss when the financial assets are 

derecognised or impaired, and through the amortisation process. 

(ii) Available-for-sale financial assets 

Financial assets classified as available-for-sale comprise non-derivative financial assets that are designated as available-for-sale or are not classified 

as loans and receivable, held-to-maturity investments or financial assets at fair value through profit or loss.




(a) Financial assets (continued) 

(ii) Available-for-sale financial assets (continued) 

Subsequent to initial recognition, financial assets classified as available-for-sale are measured at fair value. Any gains or losses arising from changes 

in the fair value of financial assets classified as available-for-sale are recognised directly in other comprehensive income, except for impairment 

losses and foreign exchange gains and losses, until the financial asset is derecognised, at which time the cumulative gains or losses previously 

recognised in other comprehensive income are recognised in profit or loss. However, interest calculated using the effective interest method is recognised 

in profit or loss whilst dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive 

payment is established. 

Cash and cash equivalents include cash and bank balances, bank overdrafts, deposits and other short term, highly liquid investments with original 

maturities of three (3) months or less, which are readily convertible to cash and are subject to insignificant risk of changes in value. 

A financial asset is derecognised when the contractual right to receive cash flows from the financial asset has expired. On derecognition of a financial 

asset in its entirety, the difference between the carrying amount and the sum of consideration received (including any new asset obtained less any new 

liability assumed) and any cumulative gain or loss that has been recognised directly in other comprehensive income shall be recognised in profit or 

loss. 

(b) Financial liabilities 

Financial instruments are classified as financial liabilities or equity in accordance with the substance of the contractual arrangement. 

(i) Financial liabilities at fair value through profit or loss 





Financial liabilities at fair value through profit or loss comprise financial liabilities that are held for trading, derivatives (both, freestanding and embedded) 

and financial liabilities that were specifically designated into this classification upon initial recognition. 

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Notes To The Financial Statements (cont’d) 




(b) Financial liabilities (continued) 

(i) Financial liabilities at fair value through profit or loss (continued) 

Subsequent to initial recognition, financial liabilities classified as at fair value through profit or loss are measured at fair value. Any gains or losses 

arising from changes in the fair value of financial liabilities classified as at fair value through profit or loss are recognised in profit or loss. Net gains or 

losses on financial liabilities classified as at fair value through profit or loss exclude foreign exchange gains and losses, interest and dividend income. 

Such income is recognised separately in profit or loss as components of other income or other operating losses. 

(ii) Other financial liabilities 

Financial liabilities classified as other financial liabilities comprise non-derivative financial liabilities that are neither held for trading nor initially 

designated as at fair value through profit or loss. 

Subsequent to initial recognition, other financial liabilities are measured at amortised cost using the effective interest method. Gains or losses on 

other financial liabilities are recognised in profit or loss when the financial liabilities are derecognised and through the amortisation process. 

A financial liability is derecognised when, and only when, it is extinguished, i.e., when the obligation specified in the contract is discharged or cancelled 

or expired. An exchange between an existing borrower and lender of debt instruments with substantially different terms are accounted for as an 

extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an 

existing financial liability is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The 

difference between the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid, including any 

non-cash assets transferred or liabilities assumed, is recognised in profit or loss. 

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 payments when due in accordance with the original or modified terms of a debt instrument. 

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value 

and subsequently at the higher of the amount determined in accordance with MFRS 137 “Provisions, Contingent Liabilities and Contingent Assets” 

and the amount initially recognised less cumulative amortisation, where appropriate.




(b) Financial liabilities (continued) 

(ii) Other financial liabilities (continued) 

(c) Equity 





The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the contractual payments under 

the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party 

for assuming the obligations. 

Where financial guarantees in relation to loans or payables of subsidiaries are provided by the Company for no compensation, the fair values are 

accounted for as contributions and recognised as part of the cost of investment in subsidiaries. 

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. 

Ordinary shares are classified as equity instruments. Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of 

share issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as equity. Transaction costs of an equity 

transaction are accounted for as a deduction from equity, net of any related income tax benefit. Otherwise, they are charged to profit or loss. 

Interim dividends to shareholders are recognised in equity in the period in which they are declared. Final dividends are recognised upon the approval of 

shareholders in a general meeting. 

The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Company at fair value of the assets to be distributed. The 

carrying amount of the dividend is remeasured at the end of each reporting period and at the settlement date, with any changes recognised directly in 

equity as adjustments to the amount of the distribution. On settlement of the transaction, the Company recognises the difference, if any, between the 

carrying amounts of the assets distributed and the carrying amount of the liability in profit or loss. 

If the Company reacquires its own equity instruments, the consideration paid including any attributable transaction costs is deducted from equity as 

treasury shares until they are cancelled. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own 

equity instruments. 

Where treasury shares are distributed as share dividends, the cost of the treasury shares shall be applied in the reduction of the share premium account 

or the distribution reserves, or both. Where such shares are issued by resale, the difference between the sales consideration and the carrying amount is 

shown as a movement in equity. 

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4.12 Impairment of financial assets 

The Group assesses whether there is any objective evidence that a financial asset is impaired at the end of each reporting period. 

(a) Loans and receivables 

The Group collectively considers factors such as probability of bankruptcy or significant financial difficulties of the receivable or investee, and default or 

significant delay in payments to determine whether there is objective evidence that an impairment loss on loans and receivables has occurred. Other 

objective evidence of impairment include historical collection rates determined on an individual basis and observable changes in national or local 

economic conditions that are directly correlated with the historical default rates of receivables. 

If any such objective evidence exists, the amount of impairment loss is measured as the difference between the financial 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 loans and receivables are reduced through the use of an allowance account. 

If in a subsequent period, the amount of the impairment loss decrease and it objectively relates 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 impairment reversed is recognised in profit or loss. 

(b) Available-for-sale financial assets 


The Group collectively considers factors such as 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 as objective evidence that available-for-sale financial assets are impaired. 

If any such objective evidence exists, an amount comprising the difference between the financial asset’s cost (net of any principal payment and 

amortisation) and 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 to profit or loss in subsequent periods. Instead, any increase in the fair value 

subsequent to the impairment loss is recognised in other comprehensive income.



4.13 Non-current assets held for sale 





Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing 

use. For this to be the case, the assets must be available for immediate sale in their present condition subject only to terms that are usual and customary for 

sales of such assets and their sale must be highly probable. The probability of shareholders’ approval (if required in the jurisdiction) is considered as part of 

the assessment of whether the sale is highly probable. 

The sale is expected to qualify for recognition as a completed sale within one (1) year from the date of classification. However, an extension of the period 

required to complete the sale does not preclude the assets from being classified as held for sale if the delay is caused by events or circumstances beyond the 

control of the Group and there is sufficient evidence that the Group remains committed to its plan to sell the assets. 

Immediately before the initial classification as held for sale, the carrying amounts of the non-current assets are measured in accordance with applicable 

MFRSs. On initial classification as held for sale, non-current assets or disposal groups (other than deferred tax assets and financial assets carried at fair 

value) are measured at the lower of carrying amount before the initial classification as held for sale and fair value less costs to sell. The differences, if any, are 

recognised in profit or loss as impairment loss. 

The Group measures a non-current asset classified as held for distribution to owners at the lower of its carrying amount and fair value less costs to 

distribute. 

Non-current assets held for sale are classified as current assets (and current liabilities directly attributable to non-current assets held for sale) in the statements of 

financial position and are stated at the lower of carrying amount immediately before initial classification and fair value less costs to sell and are not depreciated. 

Any cumulative income or expense recognised directly in equity relating to the non-current asset classified as held for sale is presented separately. 

If the Group has classified an asset as held for sale but subsequently the criteria for classification is no longer met, the Group ceases to classify the assets as 

held for sale. The Company measures a non-current asset that ceases to be classified as held for sale at the lower of: 

(i) its carrying amount before the asset was classified as held for sale, adjusted for any depreciation, amortisation or revaluations that would have been 

recognised had the asset not been classified as held for sale; and 

(ii) its recoverable amount at the date of the subsequent decision not to sell. 

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110 



4.14 Provisions 

Provisions are recognised when there is a present obligation, legal or constructive, as result of a past event, when it is probable that an outflow of resources 

embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 

Where the effect of the time value of money is material, the amount of a provision will be discounted to its present value at a pre-tax rate that reflects current 

market assessment of the time value of money and the risks specific to the liability. 

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of 

resources embodying economic benefits will be required to settle the obligation, the provision will be reversed. 

Provisions are not recognised for future operating losses. If the Group has a contract that is onerous, the present obligation under the contract shall be 

recognised and measured as a provision. 

4.15 Contingent liabilities and contingent assets 


A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one 

or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of 

resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised 

because it cannot be measured reliably. However, contingent liabilities do not include financial guarantee contracts. The Group does not recognise a contingent 

liability but discloses its existence in the financial statements. 

A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more 

uncertain future events beyond the control of the Group. The Group does not recognise a contingent asset but discloses its existence where the inflows of 

economic benefits are probable, but not virtually certain. 

In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed are measured initially at their fair value at the 

acquisition date, irrespective of the extent of any non-controlling interest.



4.16 Revenue recognition 

Revenue is measured at the fair value of the consideration received or receivable net of discounts and rebates. 

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group, and the amount of 

revenue and the cost incurred or to be incurred in respect of the transaction can be reliably measured and specific recognition criteria have been met for the 

Group’s activities as follows: 

(a) Provision of total logistics services and inventory solutions 

(i) Shipping agency fees 

Income is recognised on completion of shipping operation. 

(ii) Cargo commission and forwarding related income 

Income from transportation of goods is recognised upon delivery of goods at the receiving point. 

(iii) Warehousing and distribution income 

Income from the provisions of handling and related activities is recognised upon the performance of services. 

(b) Provisions of transport and storage services 

(i) Haulage income 

Income from haulage and related activities is recognised upon performance of services, net of discounts. 

(ii) Rental income 

Rental income is recognised on the straight-line basis over the term of an ongoing lease. 





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4.16 Revenue recognition (continued) 

(b) Provisions of transport and storage services (continued) 

(iii) Insurance agency commission income 

(c) Interest income 

Commission income is recognised on the date of acceptance of insurance policies sold. 

Interest income is recognised as it accrues, using the effective interest method. 

(d) Dividend income 

Dividend income is recognised when the right to receive payment is established. 

4.17 Employee benefits 

4.17.1 Short term employee benefits 

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the 

financial year when employees have rendered their services to the Group. 

Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such payments, as a result of past events and when 

a reliable estimate can be made of the amount of the obligation. 

4.17.2 Defined contribution plan 


The Company and its subsidiaries incorporated in Malaysia make contributions to a statutory provident fund and foreign subsidiaries make contributions to 

their respective countries’ statutory pension schemes. The contributions are recognised as a liability after deducting any contributions already paid and as an 

expense in the period in which the employees render their services.



4.17 Employee benefits (continued) 

4.17.3 Defined benefit plan 

The Group operates are unfunded defined benefit plan for eligible employees of the Group. The amount recognised as a liability in respect of the defined 

benefit plan is the present value of the defined benefit obligations at the end of the reporting period adjusted for unrecognised actuarial gains and losses 

and unrecognised past service cost minus the fair value at the end of the reporting period of plan assets out of which the obligations are to be settled 

directly. 

If the amount calculated results in an asset, the Group measures the resulting asset at the lower of the amount calculated and the net total of any cumulative 

unrecognised actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or 

reductions in future contributions of the plan. 

The Group determines the present value of the defined benefit obligations and the fair value of the plan assets with sufficient regularity such that the 

amounts recognised in the financial statements do not differ materially from the amounts that would be determined at the end of the reporting period. 

The present value of the defined benefit obligations and the related current service cost and past service cost is determined using the projected unit credit 

method. The rate used to discount the obligations is based on market yields at the end of the reporting period of government securities which have currency 

and terms consistent with the currency and estimated terms of the obligations. 

Actuarial gains and losses may result from changes in the present value of the plan assets. They are recognised as income or expense over the expected 

average remaining working lives of the employees participating in that plan when the net cumulative unrecognised actuarial gains and losses at the end of 

the previous reporting period exceeded the higher of: 

(a) 10% of the present value of the defined benefit obligations at that date (before deducting plan assets); and 

(b) 10% of the fair value of any plan assets at that date. 





In measuring its defined benefit liability, the Group recognises past service cost as an expense on the straight-line basis over the average period until the 

benefits become vested. To the extent that the benefits are already vested immediately following the introduction of, or changes to, the defined plan, the 

Group recognises past service cost immediately in profit or loss. 

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(cont’d) 



4.17 Employee benefits (continued) 

4.17.4 Share-based payments 

The Group operates an equity-settled share-based compensation plan, allowing the employees of the Group to acquire ordinary shares of the Company at 

predetermined prices. The total fair value of share options granted to employees is recognised as an expense with a corresponding increase in the share 

option reserve within equity over the vesting period and taking into account the probability that the options will vest. 

The fair value of share options is measured at grant date, taking into account, if any, the market vesting conditions upon which the options were granted but 

excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that 

are expected to become exercisable on the vesting date. 

At the end of each reporting period, the Group revises its estimates of the number of options that are expected to become exercisable on vesting date. It 

recognises the impact of the revision of the original estimates, if any, in profit or loss, and a corresponding adjustment to equity over the remaining vesting 

period. The equity amount is recognised in the share option reserve until the options are exercised, upon which it will be transferred to share premium, or 

until the options expires, upon which it will be transferred directly to retain earnings. 

The proceeds received net of any directly attributable transaction costs are credited to equity when the options are exercised. 

4.18 Income taxes 

Income taxes include all domestic and foreign taxes on taxable profit. Income taxes also include other taxes, such as withholding taxes, which are payable 

by foreign subsidiaries or associates on distributions to the Group and the Company, and real property gains taxes payable on disposal of properties. 

Taxes in the statements of comprehensive income comprise current tax and deferred tax. 

(a) Current tax 

Current tax is the amount of income taxes payable or receivable in respect of the taxable profit or loss for a period. 

Current tax for the current and prior periods is measured at the amount expected to be recovered from or payable to the taxation authorities. The tax rates 

and tax laws used to compute the amount are those that have been enacted or substantively enacted by the end of the reporting period.



4.18 Income taxes (continued) 

(b) Deferred tax 





Deferred tax is recognised in full using the liability method on temporary differences arising between the carrying amount of an asset or liability in the 

statements of financial position and its tax base. 

Deferred tax is recognised for all temporary differences, unless it arises from goodwill or the initial recognition of an asset or liability in a transaction which 

is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. 

A deferred tax asset is recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, 

unused tax losses and unused tax credits can be utilised. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period. If 

it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be realised, the carrying 

amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available, such reductions will 

be reversed to the extent of the taxable profit. 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the 

deferred income taxes relate to the same taxation authority on either: 

(i) the same taxable entity; or 

(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities 

simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 

Deferred tax will be recognised as income or expense and included in profit or loss for the period unless the tax relates to items that are credited or 

charged, in the same or a different period, directly to equity, in which case the deferred tax will be charged or credited directly to equity. 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the financial 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 by the reporting period. 

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4.19 Foreign currencies 

4.19.1 Functional and presentation currency 

Items included in the financial statements of the Group’s entities 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, which is the Company’s functional and 

presentation currency. 

4.19.2 Transactions and balances 

Transactions in foreign currencies are converted into the functional currency of the Company at rates of exchange ruling at the transaction dates. Monetary 

assets and liabilities in foreign currencies at the end of the financial reporting period are translated into their functional currencies at rates of exchange ruling 

at that date. All exchange differences arising from the settlement of foreign currency transactions and from the translation of foreign currency monetary 

assets and liabilities are included in profit or loss in the period. Non-monetary items initially denominated in foreign currencies, which are carried at historical 

cost are translated using the historical rate as the date of acquisition, and non-monetary items which are carried at fair value are translated using the 

exchange rate that existed when the values were determined for presentation currency purposes. 

4.19.3 Foreign operations 


Financial statements of foreign operations are translated at end of the reporting period exchange rates with respect to their assets and liabilities, and at 

exchange rates at the dates of the transactions with respect to the statements of comprehensive income. All resulting translation differences are recognised 

as a separate component of equity. 

In the consolidated financial statements, exchange differences arising from the translation of net investment in foreign operations are taken to equity. When 

a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in profit or loss as part of the gain or 

loss on disposal. 

Exchange differences arising on a monetary item that forms of the net investment of the Company in a foreign operation shall be recognised in profit or 

loss in the separate financial statements of the Company or the foreign operation, as appropriate. In the consolidated financial statements, such exchange 

differences shall recognised initially as a separate component of equity and recognised in profit or loss upon disposal of the net investment. 

Goodwill and fair value adjustments to the assets and liabilities arising from the acquisition of a foreign operation are treated as assets and liabilities of the 

acquired entity and translated at the exchange rate ruling at the end of the reporting period.



4.20 Earnings per share 

(a) Basic 

Basic earnings per ordinary share for the financial year is calculated by dividing profit or loss attributable to ordinary equity holders of the parent by the 

weighted average number of ordinary shares outstanding during the financial year. 

(b) Diluted 

Diluted earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable to equity holders of the parent 

by the weighted average number of ordinary shares outstanding during the financial year adjusted for the effects of dilutive potential ordinary shares. 

4.21 Segment reporting 

Operating segments are defined as components of the Group that: 

(a) engage in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other 

components of the Group); 

(b) whose operating results are regularly reviewed by the Group’s chief operating decision maker (i.e., the Group’s Executive Committee which comprises 

certain members of the Board of Directors, Chief Executive Officer, Chief Financial Officer and other members of senior management) in making decisions 

about resources to be allocated to the segment and assessing its performance; and 

(c) for which discrete financial information is available. 

An operating segment may engage in business activities for which it has yet to earn revenues. 





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4.21 Segment reporting (continued) 

The Group reports separately information about each operating segment that meets any of the following quantitative thresholds: 

(a) Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten (10) percent or more of the combined revenue, 

internal and external, of all operating segments. 

(b) The absolute amount of its reported profit or loss is ten (10) percent or more of the greater, in absolute amount of: 

(i) the combined reported profit of all operating segments that did not report a loss; and 

(ii) the combined reported loss of all operating segments that reported a loss. 

(c) Its assets are ten (10) percent or more of the combined assets of all operating segments. 

Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and separately disclosed, if the management 

believes that information about the segment would be useful to users of the financial statements. 

Total external revenue reported by operating segments shall constitute at least seventy five (75) percent of the Group’s revenue. Operating segments 

identified as reportable segments in the current financial year in accordance with the quantitative thresholds, if any, would result in a restatement of prior 

period segment data for comparative purposes. 

5 ADOPTION OF NEW STANDARDS AND IC INTERPRETATION AND TRANSITION FROM FRS TO MFRS 

5.1 Adoption of new standards and IC interpretation 

(a) Standards early adopted by the Group 

There were no standards early adopted by the Group and the Company. 



5 ADOPTION OF NEW STANDARDS AND IC INTERPRETATION AND TRANSITION FROM FRS TO MFRS (continued) 

5.1 Adoption of new standards and IC interpretation (continued) 

(b) Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet effective 

The Group will apply the new standards, amendments to standards and interpretations in the following period: 

(i) Financial year beginning on/after 1 January 2013 





• MFRS 10 “Consolidated Financial Statements” (effective from 1 January 2013) changes the definition of control. An investor controls an investee 

when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through 

its power over the investee. It establishes control as the basis for determining which entities are consolidated in the consolidated financial 

statements and sets out the accounting requirements for the preparation of consolidated financial statements. It replaces all the guidance on 

control and consolidation in MFRS 127 “Consolidated and separate financial statements” and IC Interpretation 112 “Consolidation – Special 

Purpose Entities”. 

• MFRS 12 “Disclosures of Interests in Other Entities” (effective from 1 January 2013) sets out the required disclosures for entities reporting under 

the two new standards, MFRS 10 and MFRS 11, and replaces the disclosure requirements currently found in MFRS 128 “Interest in Associates”. It 

requires entities to disclose information that helps financial statement readers to evaluate the nature, risks and financial effects associated with 

the entity’s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. 

• MFRS 13 “Fair Value Measurement” (effective from 1 January 2013) aims to improve consistency and reduce complexity by providing a precise 

definition of fair value and a single source of fair value measurement and disclosure requirements for use across MFRSs. The requirements 

do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted 

by other standards. The enhanced disclosure requirements are similar to those in MFRS 7 “Financial Instruments: Disclosures”, but apply to all 

assets and liabilities measured at fair value, not just financial ones. 

• The revised MFRS 127 “Separate Financial Statements” (effective from 1 January 2013) includes the provisions on separate financial statements 

that are left after the control provisions of MFRS 127 have been included in the new MFRS 10. 

• The revised MFRS 128 “Investments in Associates and Joint Ventures”(effective from 1 January 2013) includes the requirements for joint ventures, 

as well as associates, to be equity accounted following the issue of MFRS 11. 

119

120 




(b) Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet effective (continued) 

(i) Financial year beginning on/after 1 January 2013 (continued) 

• Amendment to MFRS 101 “Presentation of Items of Other Comprehensive Income” (effective from 1 July 2012) requires entities to separate items 

presented in ‘other comprehensive income’ (OCI) in the statements of comprehensive income into two groups, based on whether or not they 

may be recycled to profit or loss in the future. The amendments do not address which items are presented in OCI. 

• Amendment to MFRS 119 “Employee Benefits” (effective from 1 January 2013) makes significant changes to the recognition and measurement 

of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. Actuarial gains and losses will no 

longer be deferred using the corridor approach. MFRS 119 shall be withdrawn on application of this amendment. 

• Amendment to MFRS 7 “Financial Instruments: Disclosures” (effective from 1 January 2013) requires more extensive disclosures focusing on 

quantitative information about recognised financial instruments that are offset in the statements of financial position and those that are subject 

to master netting or similar arrangements irrespective of whether they are offset. 

(ii) Financial year beginning on/after 1 January 2014 

• Amendment to MFRS 132 “Financial Instruments: Presentation” (effective from 1 January 2014) does not change the current offsetting model 

in MFRS 132. It clarifies the meaning of ‘currently has a legally enforceable right of set-off’ that the right of set-off must be available today 

(not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross 

settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the MFRS 132 offsetting criteria. 

(iii) Financial year beginning on/after 1 January 2015 


• MFRS 9 “Financial Instruments - Classification and Measurement of Financial Assets and Financial Liabilities” (effective from 1 January 2015) 

replaces the multiple classification and measurement models in MFRS 139 with a single model that has only two classification categories: 

amortised cost and fair value. The basis of classification depends on the entity’s business model for managing the financial assets and the 

contractual cash flow characteristics of the financial asset.




(b) Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet effective (continued) 

(iii) Financial year beginning on/after 1 January 2015 (continued) 

The accounting and presentation for financial liabilities and for derecognising financial instruments has been relocated from MFRS 139, without 

change, except for financial liabilities that are designated at fair value through profit or loss (“FVTPL”). Entities with financial liabilities designated 

at FVTPL recognise changes in the fair value due to changes in the liability’s credit risk directly in other comprehensive income (OCI). There is no 

subsequent recycling of the amounts in OCI to profit or loss, but accumulated gains or losses may be transferred within equity. 

The guidance in MFRS 139 on impairment of financial assets and hedge accounting continues to apply. 

MFRS 7 requires disclosures on transition from MFRS 139 to MFRS 9. 

The above standards, amendments to published standards and interpretations to existing standards are not anticipated to have any significant impact 

on the financial statements of the Group and of the Company in the year of initial adoption. 

5.2 Transition from FRS to MFRS 

MFRS 1 requires an entity to reconcile equity, total comprehensive income and cash flows for prior years. However, the transition from FRS to MFRS have had 

no effect on the previously reported equity, total comprehensive income and cash flows of the Group and of the Company and thus, no reconciliation of equity, 

total comprehensive income and statements of cash flows are needed. 

6 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS 

6.1 Critical judgments made in applying accounting policies 





The following are judgments made by management in the process of applying the Group’s accounting policies that have a significant effect on the amounts 

recognised in the financial statements. 

121

122 


6 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (continued) 

6.1 Critical judgments made in applying accounting policies(continued) 

(a) Classification of leasehold land 

The classification of leasehold land as a finance lease or an operating lease required the use of judgment in determining the extent to which risks and 

rewards incidental to its ownership lie. Due to the fact that there will be no transfer of ownership by the end of the lease term and that the lease term does 

not constitute the major part of the indefinite economic life of the land, management had determined that the leasehold land lease does not transfer 

substantially all the risks and rewards to the Group and hence it is classified as an operating lease. 

(b) Classification between investment properties and property, plant and equipment 

The Group has developed certain criteria based on MFRS 140 “Investment Property” in making judgment whether a property qualifies as an investment 

property. Investment property is a property held to earn rentals or for capital appreciation or both. 

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 goods of 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. Judgment is made on an individual property basis 

to determine whether ancillary services are so significant that a property does not qualify as investment property, as disclosed in Note 13 to the financial 

statements. 

(c) Contingent liabilities 

The determination and treatment of contingent liabilities is based on management’s view of the expected outcome of the contingencies for matters in the 

ordinary course of business. 

6.2 Sources of estimation uncertainty 


The following are key assumptions concerning the future and key sources of estimation uncertainty at the end of the reporting period that have a significant 

risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.



6.2 Sources of estimation uncertainty (continued) 

(a) Impairment of goodwill on consolidation 

The Group tests goodwill for impairment at least annually in accordance with its accounting policy. See accounting policy Note 4.8 to the financial 

statements on impairment of goodwill. 

For the purposes of assessing impairment, goodwill is allocated to cash-generating units that are expected to benefit from the synergies of the business 

combination in which the goodwill arose. 

Significant judgment is required in the estimation of the present value of future cash flows generated by the cash-generating units, which involve 

uncertainties and are significantly affected by assumptions used and judgment made regarding estimates of future cash flows and discount rates. 

Changes in assumptions could significantly affect the results of the Group’s tests for impairment of goodwill. The key assumptions used and sensitivity 

are disclosed in Note 15 to the financial statements. 

As a result of the impairment assessment, the Group has recognised an impairment loss of RM976,000 (2011: Nil) which is recorded as impairment loss 

against goodwill on consolidation in statements of comprehensive income. 

(b) Impairment of receivables 

The Group makes impairment of receivables based on an assessment of the recoverability of receivables. Impairments are applied to receivables 

where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The management specifically analyses historical 

bad debts, receivable concentration, receivable creditworthiness, current economic trends and changes in receivables payment terms when making a 

judgment to evaluate the adequacy of impairment of receivables. Where expectations differ from the original estimates, the differences will impact the 

carrying value of receivables. 

(c) Impairment of investments in subsidiaries and amounts owing by subsidiaries 





The Directors review the material investments in subsidiaries for impairment when there is an indication of impairment and assess the impairment of 

receivables on the amounts owing by subsidiaries when the receivables are long outstanding. 

The recoverable amounts of the investments in subsidiaries and amounts owing by subsidiaries are assessed by reference to the value in use of the 

respective subsidiaries. 

123

124 



6.2 Sources of estimation uncertainty (continued) 

(c) Impairment of investments in subsidiaries and amounts owing by subsidiaries (continued) 

7 REVENUE 


The value in use is the net present value of the projected future cash flows derived from the business operations of the respective subsidiaries discounted 

at an appropriate discount rate. The discounted cash flow method involves the use of estimated future results and a set of assumptions to reflect their 

income and cash flows judgment has been used to determine the discount rate for the cash flows and the future growth of the businesses of the 

subsidiaries as disclosed in Note 16 to the financial statements. 

As a result of the impairment assessment, the Company has recognised an impairment loss on investment in subsidiaries of RM114,345,000 (2011: Nil) in 

the statements of comprehensive income. 

The sensitivity of the carrying amount to the key assumptions used are also disclosed in Note 16 to the financial statements. 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Provision of total logistics services and inventory solutions 130,948 128,449 838 653 

Provision of transport and storage services 137,679 130,274 114,957 101,994 

268,627 258,723 115,795 102,647


8 PROFIT/(LOSS) BEFORE TAX 

Profit/(loss) before tax is arrived at after charging: 

Auditors’ remuneration: 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

- statutory audit 350 335 150 139 

Bad debts written off: 

- trade receivables 60 - 9 - 

- subsidiary - - 8 - 

Contract wages 3,074 5,462 - 25 

Employee benefits 8(a) 55,242 57,411 37,941 33,401 

Impairment losses on: 

- trade receivables 20(c) 1,767 2,064 1,289 163 

- investments in subsidiaries 16 - - 114,345 - 

- interest in associates - - - 191 

- goodwill on consolidation 15 976 - - - 

- other investment 18 135 - 135 - 

Fair value loss on available 

-for-sale investment 18 1,910 - 1,910 - 

Interest expense: 





- term loans 1,289 1,511 1,289 1,422 

- overdrafts 2 10 2 5 

- hire-purchase 1,074 1,416 1,074 1,377 

- revolving credits 1,341 1,578 665 894 

125

126 


8 PROFIT/(LOSS) BEFORE TAX (continued) 

Profit/(loss) before tax is arrived at after charging: (continued) 

Loss on disposal of: 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

- property, plant and equipment 7 141 - 128 

Loss on foreign exchange: 

- realised 68 - 19 26 

- unrealised - 9 - - 

Management fee payable to a subsidiary - - 472 312 

Prepaid lease payments for land: 

- amortisation 14 644 645 197 197 

Professional and consultation fees 2,698 1,769 993 1,351 

Property, plant and equipment: 

- depreciation 12 20,232 19,160 14,768 12,259 

- written off 12 412 1,283 362 1,241 

Rental of land and buildings: 

- subsidiaries - - 563 81 

- others 33,964 32,749 630 764 

Rental of vehicles and equipment: 

- subsidiary - - 1,275 2,112 

- others 14,205 4,727 1,748 1,588 

Repair and maintenance of vehicles and mechanical equipment 12,303 9,885 11,395 8,927 

Vehicle operating expenses comprising 


diesel, tyres, tubes and toll charges 32,173 28,835 30,664 28,539 

Transportation charges 28,068 23,993 - -



And crediting: 

Bad debt recovered: 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

- trade receivables - (25) - (25) 

Gain on disposal of: 

- property, plant and equipment (365) (8,188) (65) (1,372) 

- investment property - (4,451) - (4,451) 

- non-current assets held for sale - (178) - (178) 


- an associate (890) - (988) - 

Gain on foreign exchange: 

- realised (335) (91) - - 

- unrealised (177) - - - 

Gross dividend received from: 


- associate - - - (350) 

- subsidiary* - - (50,000) (6,615) 

Interest income (328) (551) (310) (210) 

Management fees receivable from subsidiaries - - (804) (804) 

Rental of premises: 

- subsidiaries - - (5,186) (4,522) 

- third parties (169) (755) (169) (464) 

Rental income on vehicles and equipment receivable from subsidiaries - - - (411) 

Reversal of impairment losses on: 





- trade receivables 20(c) (2,983) (2,563) (2,533) (1,010) 

- other receivables 20(e) - (623) - (623) 

- interest in associate 17 (16,729) - (16,729) - 

* During the financial year, the subsidiary of the Company had declared a total dividend of RM50,000,000 (2011: RM6,615,000) to the Company. Total 

dividend declared amounting to RM50,000,000 (2011: RM6,615,000) was offset against the advances from the subsidiaries to the Company. 

127

128 



(a) Employee benefits, including remuneration of Executive Directors, are as follows: 

Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Wages, salaries and bonuses 44,190 43,265 30,974 25,714 

Defined contribution plan 5,383 4,871 3,780 2,905 

Defined benefit retirement plan 28 246 262 235 236 

Share option expenses 33 2,699 33 2,351 

Other employees benefits 5,390 6,314 2,919 2,195 

(b) Directors’ remuneration 

55,242 57,411 37,941 33,401 

The aggregate amount of emoluments received/receivable by the Directors of the Company during the financial year was as follows: 

Non-executive Directors: 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

- fees and allowances 356 391 356 391 

- estimated monetary value of benefits-in-kind 9 - 9 - 

Executive Directors: 


- salaries and other emoluments 1,155 1,217 1,155 1,217 

- defined contribution plan 166 177 166 177 

- estimated monetary value of benefits-in-kind 30 36 30 36 

1,716 1,821 1,716 1,821


9 TAX EXPENSE 

Current tax 





Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

- Current tax on profits for the year 4,692 6,195 78 40 

- (Over)/under provision in respect 

of prior years (542) 243 11 (274) 

Deferred tax 

- Origination and reversal of 

4,150 6,438 89 (234) 

temporary differences 19 1,349 325 462 2,135 

5,499 6,763 551 1,901 

129

130 


9 TAX EXPENSE (continued) 

The numerical reconciliation between the average effective tax rate and the applicable tax rate of the Group and of the Company are as follows: 

Group Company 

2012 2011 2012 2011 

% % % % 

Applicable tax rate 25 25 (25.0) (25.0) 

Tax effects of: 


- expenses not deductible for tax purposes 14.1 12.2 57.5 10.3 

- tax exempt income - (12.1) (24.5) (17.1) 

- income not subject to tax (21.6) (6.7) (8.7) (11.9) 

- deferred tax assets not recognised 5.7 - - - 

- utilisation of deferred tax assets previously not recognised - (0.8) - - 

- under/(over) provision in prior years 1.7 3.1 1.8 12.4 

Average effective tax rate 24.9 20.7 1.1 18.7 

Malaysian income tax is calculated at the statutory tax rate of 25% (2011: 25%) of the estimated assessable profit for the financial year. Deferred tax is 

calculated on temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. 

The amount of tax savings arising from the utilisation of previously unrecognised tax losses of the Group in the previous financial year ended 31 

December 2011 amounted to approximately RM312,000.


10 EARNINGS PER ORDINARY SHARE 

(a) Basic 

Basic earnings per ordinary share of the Group is calculated by dividing the profit attributable to equity holders of the parent for the financial 

year by the weighted average number of ordinary shares in issue during the financial year. 

Profit attributable to equity holders of the parent (RM’000) 

Weighted average number of ordinary shares in issue 

(adjusted for the effect of cancellation of treasury shares and 

employee share options in financial year 2011) (’000) 

Basic earnings per ordinary share (sen) 





2012 

16,573 

252,297 

6.57 

Group 

2011 

25,953 

236,649 

10.97 

131

132 


10 EARNINGS PER ORDINARY SHARE (continued) 

(b) Diluted 

Diluted earnings per ordinary share for the financial year is calculated by dividing the profit/loss for the financial year attributable to equity holders 

of the parent by the weighted average number of ordinary shares outstanding during the financial year adjusted for the effects of dilutive ordinary 

shares. 

Group 

2012 2011 

Profit attributable to equity holders of the parent (RM’000) 16,573 25,953 

Weighted average number of ordinary shares in issue (’000) 252,297 236,649 

Effect of dilution: 

- employee’s share options (’000) 2 124 

Adjusted weighted average number of ordinary shares 


applicable to diluted earnings per ordinary share (’000) 252,299 236,773 

Diluted earnings per ordinary share (sen) 6.57 10.96


11 DIVIDENDS 

Dividends declared or paid in respect of ordinary shares for the financial year are as follows: 

1st interim tax exempt dividend of 8.00 sen per ordinary share, 

Group and Company 

2012 2011 

RM’000 RM’000 

in respect of financial year 2011, to be paid on 26 January 2012 - 20,183 

Special dividend of 37.70 sen per ordinary share, of which 12.15 

sen per ordinary share is tax exempt and 25.55 sen per ordinary 

share, less tax at 25% (19.16 sen net per ordinary share) in respect 

of financial year 2011, to be paid on 26 January 2012 - 78,999 

Interim tax exempt dividend of 10.00 sen per ordinary share, 

in respect of financial year 2012, to be paid on 28 January 2013 25,232 - 

There is no final dividend that has been recommended for the financial year ended 31 December 2012. 





25,232 99,182 

Group Company 

2012 2011 2012 2011 

Dividend per ordinary share in respect of the financial year - gross (sen) 10.00 45.70 10.00 45..70 

133

134 


12 PROPERTY, PLANT AND EQUIPMENT 

Group 

Freehold 

land 

Freehold 

buildings 

Leasehold 

buildings 

Structure and 

renovation 

Furniture, 

fittings and Vehicles and 

office 

equipment 

mechanical 

equipment Total 

2012 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Net book value 

At 1 January 350 - 38,577 13,895 5,237 104,291 162,350 

Additions - - - 3,803 3,303 3,068 10,174 

Acquisition of assets (Note 12(c)) 12,480 5,308 - - - - 17,788 

Disposals - - - - - (1,561) (1,561) 

Depreciation charge for the financial year - (632) (2,006) (1,554) (2,247) (13,793) (20,232) 

Exchange 62 25 - - - - 87 

Write-offs - - - - (4) (408) (412) 

At 31 December 12,892 4,701 36,571 16,144 6,289 91,597 168,194 

At 31 December 


Cost 13,671 16,969 62,773 29,257 34,830 218,531 376,031 

Accumulated depreciation - (12,268) (26,202) (13,108) (28,533) (124,197) (204,308) 

Accumulated impairment losses (779) - - (5) (8) (2,737) (3,529) 

Net book value 12,892 4,701 36,571 16,144 6,289 91,597 168,194


12 PROPERTY, PLANT AND EQUIPMENT (continued) 

Group 

Freehold 

land 

Freehold 

buildings 

Leasehold 

buildings 

Structure and 

renovation 

Furniture, 


office 

equipment 

mechanical 

equipment Total 



At 1 January 15,180 19,083 38,815 16,010 5,605 114,351 209,044 

Additions - - - 267 1,995 12,802 15,064 

Disposals (14,830) (17,317) - (512) (172) (7,986) (40,817) 

Depreciation charge for the financial year - - (2,004) (863) (2,011) (14,282) (19,160) 

Disposal of a subsidiary (Note 35) - - - - (3) (495) (498) 

Reclassification - (1,766) 1,766 - - - - 

Write-offs - - - (1,007) (177) (99) (1,283) 

At 31 December 350 - 38,577 13,895 5,237 104,291 162,350 






Cost 593 - 62,773 25,598 31,615 242,852 363,431 

Accumulated depreciation - - (24,196) (11,679) (26,370) (138,465) (200,710) 

Accumulated impairment losses (243) - - (24) (8) (96) (371) 

Net book value 350 - 38,577 13,895 5,237 104,291 162,350 

135

136 



Furniture, 


Freehold Leasehold Structure and office mechanical 

Company land buildings renovation equipment equipment Total 

2012 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


At 1 January 350 35,913 6,771 834 91,849 135,717 

Additions - - 924 2,690 1,569 5,183 

Disposals - - - - (1,422) (1,422) 

Depreciation charge for the financial year - (1,891) (634) (751) (11,492) (14,768) 

Transfer - - - 4 (122) (118) 

Write-offs - - - (2) (360) (362) 

At 31 December 350 34,022 7,061 2,775 80,022 124,230 



Cost 593 59,247 11,234 23,388 176,749 271,211 

Accumulated depreciation - (25,225) (4,173) (20,613) (94,770) (144,781) 

Accumulated impairment losses (243) - - - (1,957) (2,200) 

Net book value 350 34,022 7,061 2,775 80,022 124,230



Furniture, 


Company Freehold Freehold Leasehold Structure and office mechanical 

land buildings buildings renovation equipment equipment Total 







At 1 January 350 1,766 36,037 8,363 489 97,346 144,351 

Additions - - - - 921 11,884 12,805 

Disposals - - - - - (7,939) (7,939) 

Depreciation charge for the financial 

year 

- - (1,890) (627) (399) (9,343) (12,259) 

Reclassification - (1,766) 1,766 - - - - 

Write-offs - - - (965) (177) (99) (1,241) 

At 31 December 350 - 35,913 6,771 834 91,849 135,717 


Cost 593 - 59,247 10,310 20,833 199,419 290,402 

Accumulated depreciation - - (23,334) (3,539) (19,999) (107,570) (154,442) 

Accumulated impairment losses (243) - - - - - (243) 

Net book value 350 - 35,913 6,771 834 91,849 135,717 

137

138 



(a) The net carrying amounts of property, plant and equipment of the Group and of the Company pledged as security for banking facilities 

granted to the Group (as disclosed in Note 27 to the financial statements) are as follows: 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Freehold land - - 14,830 - - - 

Freehold buildings - - 17,318 - - - 

Vehicles and mechanical equipment 43,097 33,429 36,551 43,097 33,429 36,551 

At 31 December 43,097 33,429 68,699 43,097 33,429 36,551 

(b) The net carrying amounts of assets under hire-purchase and loan arrangements are as follows: 


Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Vehicles and mechanical equipment 69,541 67,782 88,320 69,541 67,782 88,320 

Details on the minimum lease payments for hire-purchase liabilities and term loans of the Group and of the Company are disclosed in Note 

27 to the financial statements.



(c) During the financial year, the Company entered into an agreement with the other shareholder of KPB Sadao ICD Co. Ltd (“KPB Sadao”) to 

purchase additional 9% interest in KPB Sadao for a purchase consideration of RM817,000. 

The Company has fully accounted for the assets and liabilities of KPB Sadao by virtue of having effective economic interest and beneficial 

control over KPB Sadao. 

Details of net assets fully accounted for at the Group are as follows: 

RM’000 

Fair value of freehold land and buildings 17,788 

Other net assets 68 

Purchase consideration 17,856 

Settled by: 





- cost of investment (Note 17) 8,819 

- amount due from KPB Sadao (Note 17) 9,037 

Due to the above transactions, the Company reversed the impairments on investment in associates and amount due from associate amounting 

to RM8,002,000 and RM8,727,000 respectively. 

(d) During the financial year, additional depreciation of RM2,648,000 and RM1,957,000 were made against a group of vehicles and mechanical 

equipment of the Group and the Company as a result of the change in estimation of their residual values. 

17,856 

139

140 


13 INVESTMENT PROPERTY 



2012 2011 

RM’000 RM’000 

Freehold land, at cost 

At 1 January - 22,991 

Disposal - (22,991) 

At 31 December - - 

Accumulated impairment losses 

At 1 January - (7,991) 

Charge during the financial year - 

Disposal - 7,991 


Carrying amount 


At 1 January - 15,000 

In the previous financial year, the Company entered into a sale and purchase agreement to dispose its investment property to a third party, 

for a net consideration of RM19,451,000 and recorded a gain on disposal amounting to RM4,451,000. The disposal was completed on 29 

November 2011.


14 PREPAID LEASE PAYMENTS FOR LAND 





Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Cost 

At 1 January/ 31 December 

Amortisation 

34,485 34,485 20,415 20,415 

At 1 January 8,093 7,448 1,837 1,640 

Amortisation charge for the financial year 644 645 197 197 

At 31 December 8,737 8,093 2,034 1,837 


At 31 December 25,748 26,392 18,381 18,578 

At 1 January 26,392 27,037 18,578 18,775 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Analysed as: 

Short term lease (unexpired 

period less than 50 years) 

Long term leasehold (unexpired 

2,562 2,781 3,001 - - - 

period more than 50 years) 23,186 23,611 24,036 18,381 18,578 18,775 

25,748 26,392 27,037 18,381 18,578 18,775 

As at the end of the reporting period, the title deed for a piece of leasehold land of the Company with a net carrying amount of RM18,381,000 

(2011: RM18,578,000; 1.1.2011: RM18,775,000) is still in the process of being transferred and registered in the Company’s name. 

141

142 


15 GOODWILL ON CONSOLIDATION 

Cost 

Group 

2012 2011 

RM’000 RM’000 

At 1 January/31 December 12,826 12,826 


At 1 January (943) (943) 

Impairment charged during the financial year (Note 8) (976) - 

At 31 December (1,919) (943) 


At 31 December 10,907 11,883 

At 1 January 11,883 11,883 

(a) The carrying amounts of goodwill allocated to the Group’s cash-generating units (‘CGUs’) are as follows: 


2012 2011 

Group 

1.1.2011 

RM’000 RM’000 RM’000 

Automotive division 10,907 10,907 10,907 

Air freight division - 976 976 

10,907 11,883 11,883


15 GOODWILL ON CONSOLIDATION (continued) 

(b) Recoverable amount on value in use 

For the purpose of impairment testing, the recoverable amount of a CGU is determined based on value in use calculation. These calculations 

use pre-tax cash flow projections based on recent financial budgets prepared by management, which were approved by the Directors 

covering a five (5) year budget period and applying a terminal value multiple using long term sustainable growth rates stated below. 

The key assumptions used in the value in use calculations are as follows: 

Growth rate for projected period of five (5) years 3 

Terminal long term growth rate 3 

Discount rate 9 

The Directors have determined the budgeted gross margins based on the current year’s rates and past performance of the businesses. 

The Directors have forecast cash flows based on past performance and its expectations of market conditions. The discount rate used is 

pre-tax and reflects specific risks relating to the relevant segments. 

As a result of the impairment assessment, the Group recognised an impairment loss of RM976,000 (2011: Nil) against goodwill on 

consolidation of the air freight division in the consolidated statement of comprehensive income. 

(c) Sensitivity to changes in assumptions 


Had the growth rate for projected period of five (5) years been lower by 1% or the terminal long term growth rate been lower by 1% or the 

discount rate been higher by 1%, there would still not be any additional impairment loss to be recognised as at 31 December 2012. 

% 




143

144 


16 INVESTMENTS IN SUBSIDIARIES 


Company 

2012 2011 

RM’000 RM’000 

Unquoted shares, at cost 

At 1 January 705,796 719,787 


At 31 December 705,796 705,796 

Less: Accumulated impairment loss 

At 1 January 284,172 298,163 


Impairment charged during the financial year (Note 8) 114,345 - 


Add: Equity contribution to subsidiaries pursuant to ESOS 

398,517 284,172 

As at 1 January 348 - 

Addition - 348 

At 31 December 348 348 

Carrying value of investment: 

At 31 December 307,627 421,972 

At 1 January 2011 421,972 421,624


16 INVESTMENTS IN SUBSIDIARIES (continued) 

At 31 December 2012, the Company’s investments in certain subsidiaries were tested for impairment due to impairment indicators noted where 

carrying amount of investment costs are higher as compared to net assets of certain subsidiaries. 

For the purpose of impairment testing, the recoverable amounts of certain subsidiaries were determined based on value in use (“VIU”) 

computation. These computations use pre tax cash flow projections based on recent financial budgets prepared by management, which were 

approved by the Directors covering a five (5) year period and applying a terminal value multiple using a terminal growth rate as stated below. 

The key assumptions used in the VIU computation of a subsidiary that accounted for virtually all the impairment loss are as follows: 

% 

Growth rate 3-12 

Terminal growth rate 6 

Discount rate 9 

The Directors have determined the budgeted gross margin based on the current year’s rate and past performance of the business for the 

subsidiary. The Directors have forecast cash flows based on past performance and their expectations of market development. The discount 

rate used reflects specific risks relating to the businesses of the subsidiary. 

Sensitivity to changes in assumptions: 





(a) Had the discount rate been 1% higher than the discount rate of 9% as mentioned above, the additional impairment charge would be 

approximately RM62,527,000. 

(b) Had the terminal growth rate been 1% lower than the terminal growth rate of 6% as mentioned above, the additional impairment charge 

would be approximately RM55,222,000. 

145

146 



The details of the subsidiaries are as follows: 

Name of companies Group’s interest 

Direct subsidiaries 

Aman Freight (Malaysia) 

Sdn. Bhd. 

Asia Pacific Freight System 

Sdn. Bhd. 

Cougar Logistics (Malaysia) 

Sdn. Bhd. 

KP Asia Auto Logistics 

Sdn. Bhd. 

Malaysian Shipping Agencies 

Sdn. Bhd. 

2012 2011 1.1. 2011 

% % % 


Country of 

incorporation Principal activities 

100 100 100 Malaysia Freight and 

forwarding agency 

100 100 100 Malaysia Freight and 


100 100 100 Malaysia Shipping agencies, 

forwarding, warehousing and other 

related services 

100 100 100 Malaysia Forwarding, shipping, warehousing 

and transport agent 

100 100 100 Malaysia Shipping agencies, 

forwarding, warehousing and related 

services 

PNSL Berhad 100 100 100 Malaysia Chartering and ship operators 

Pengangkutan Aspacs Sdn. Bhd. 100 100 100 Malaysia Freight and 


Westport Distripark (M) Sdn. Bhd. 100 100 100 Malaysia All business of a distribution park 

Diperdana Kontena Sdn. Bhd. 100 100 100 Malaysia Logistics and 

. related services



Name of companies Group’ interest 

Direct subsidiaries (continued) 

2012 2011 1.1. 2011 

% % % 


Country of 


Diperdana Selatan Sdn. Bhd. 100 100 100 Malaysia Logistics and related services 

Diperdana Utara Sdn. Bhd. 100 100 100 Malaysia Logistics and related services 

Kaypi Southern Terminal Sdn. Bhd. 100 100 100 Malaysia Inland container depot services 

KP Distribution Services Sdn. Bhd. 100 100 100 Malaysia Distribution services 

Diperdana Terminal Services Sdn. Bhd. 100 100 100 Malaysia Dormant 

Kaypi Logistics Depot Sdn. Bhd. 100 100 100 Malaysia Dormant 

North Terminal Sdn. Bhd. 100 100 100 Malaysia Dormant 




P.T. Kay Pi Transmalindo - - 70 Indonesia Inland container depot and 

container haulage services 

147

148 




Indirect subsidiaries 

Held through PNSL Berhad 

2012 2011 1.1. 2011 

% % % 

Country of 


PNSL Risk Management Sdn. Bhd. 100 100 100 Malaysia Insurance agency 

Transworld Enterprise Limited @ - 100 100 Liberia Dormant 

Parcel Tankers Malaysia Sdn. Bhd. 100 100 100 Malaysia Dormant 

Held through Malaysian Shipping Agencies Sdn. Bhd. 


Konsortium Logistik (Sabah) Sdn. Bhd 100 100 100 Malaysia Shipping agency, 

. forwarding and related services 

Konsortium Logistik (Sarawak) Sdn. Bhd. 100 100 100 Malaysia Dormant




Country of 


2012 2011 1.1. 2011 

% % % 

Indirect subsidiaries 

Held through Aman 

Freight (Malaysia) Sdn. Bhd. 

Aman Freight Services Sdn. Bhd. 100 100 100 Malaysia Dormant 

Maya Perkasa (M) Sdn. Bhd. 100 100 100 Malaysia Dormant 

@ Subsidiary was struck off during the financial year. 

17 INTEREST IN ASSOCIATES 





2012 2011 

RM’000 RM’000 

Group 


At 1 January 23,495 23,495 

Disposal (Note 17(a)) (4,000) - 

Reversal (Note 17(b)) (8,002) - 

At 31 December 11,493 23,495 

149

150 


17 INTEREST IN ASSOCIATES (continued) 

2012 2011 

RM’000 RM’000 

Share of post acquisition profits/(losses) 

At 1 January (8,449) (5,438) 

Share of results (3,396) (2,661) 

Disposal (Note 17(a)) 3,902 - 

Reversal (Note 17(b)) 8,002 - 

Impairment loss - (350) 

At 31 December 59 (8,449) 



At 31 December 11,552 15,046 

At 1 January 15,046 18,057



Company 

2012 2011 

RM’000 RM’000 


At 1 January 23,495 23,495 

Disposal (Note 17(a)) (4,000) - 

Addition during the year 817 - 

At 31 December 20,312 23,495 


At 1 January (12,002) (11,811) 

Impairment loss charged - (191) 

Disposal (Note 17(a)) 4,000 - 

Reversal of impairment (Note 17(b)) 8,002 - 

At 31 December - (12,002) 






At 31 December 20,312 11,493 

At 1 January 11,493 11,684 

151

152 



Amount due from KPB Sadao ICD Co. Ltd. (“KPB Sadao”): 

2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Non-current 

Amount due from an associate 46,675 46,365 46,365 

Less: Impairment loss on amount due from an associate (37,638) (46,365) (46,365) 

9,037 - - 

Movement of impairment loss: 

At 1 January (46,365) (46,365) 

Reversal of impairment loss 8,727 - 

At 31 December (37,638) (46,365) 

Total carrying amount of interest in associates: 


Non-current 

Unquoted shares 

Amount due from an associate, 

20,312 11,493 11,684 

treated as quasi investment 9,037 - - 

29,349 11,493 11,684



The summarised financial information of the associate is as follows: 





2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Results 

Revenue 12,455 14,861 43,161 

Loss after tax (2,425) (3,010) (1,130) 

Assets and liabilities 

Non-current assets 39,699 68,126 55,157 

Current assets 19,468 20,542 15,898 

Current liabilities (20,366) (23,149) (14,236) 

Non-current liabilities (739) (47,852) (4,809) 

Net assets 38,062 17,667 52,010 

(a) During the financial year, the Company completed the disposal of the entire 50% equity interest in KP Integrated Sdn. Bhd. for a total 

consideration of RM988,000. As a result, KP Integrated Sdn. Bhd. ceased to be the Company’s associate. 

(b) During the financial year, the Company acquired additional interest of 9% in KPB Sadao and reversed the impairment loss for investment 

in associates amounting to RM8,002,000 as set out in Note 12(c) to the financial statements. 

(c) During the financial year, the Company made a reversal of impairment for amount due from KPB Sadao amounting to RM8,727,000. The 

details of the transactions are disclosed in Note 12(c) to the financial statements. The amount due from an associate is unsecured, interestfree 

and are repayable on demand in cash and cash equivalents. 

153

154 



The details of the associates are as follows: 

Country of 

Name of companies Group’s interest incorporation Principal activities 

2012 2011 1.1. 2011 

% % % 

Chong Fui Shipping & 35 35 35 Malaysia Shipping and 

Forwarding Sdn. Bhd.* shipping related services 

KP Integrated Sdn. Bhd. @ - 50 50 Malaysia Inland container depot, 

haulage and warehousing 

KPB Sadao ICD Co. Ltd.* 49 40 40 Thailand Inland container depot and 

haulage services 

Investment held by KP Integrated Sdn. Bhd. 

KPI Warehouse Holdings Inc. @ - 45 45 Philippines Investment holding 

* Audited by firms other than PricewaterhouseCoopers, Malaysia. 

@ Associates was disposed off during the financial year. 


The above associates’ financial statements used for equity accounting are co-terminous with that of the Group, which is 31 December, except for 

Chong Fui Shipping & Forwarding Sdn. Bhd., which is based on the latest management accounts available.



Group 

2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Unrecognised amounts of the Group’s share 

of losses of associates: 

- for the financial year - (2,605) (675) 

- cumulative - (14,208) (11,603) 

The details of the associate disposed of are as follows: 





Equity Cash Gain on disposal 

interest consideration Group Company 

% RM’000 RM’000 RM’000 

KP Integrated Sdn. Bhd. 50 988 890 988 

155

156 


18 OTHER INVESTMENTS 

2012 

Financial assets, available- for-sale 

Group Company 

Market Market 

value of value of 

Carrying quoted Carrying quoted 

amount investment amount investment 

RM’000 RM’000 RM’000 RM’000 

Quoted shares in Malaysia 868 868 868 868 

Membership in clubs, unquoted 692 386 

Total non-current other investments 1,560 1,254 

2011 

Financial assets, available- for-sale 


Unquoted shares in Malaysia 135 135 


Total non-current other investments 827 521


18 OTHER INVESTMENTS (continued) 

1.1.2011 

Financial assets, available-for-sale 


Group Company 

Market Market 

value of value of 

Carrying quoted Carrying quoted 

amount investments amount investments 

RM’000 RM’000 RM’000 RM’000 

Quoted shares in Malaysia 12,573 12,573 12,573 12,573 

Unquoted shares in Malaysia 135 135 


Total non-current other investments 13,400 13,094 




157

158 


18 OTHER INVESTMENTS (continued) 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

As at 1 January 827 13,400 521 13,094 

Addition 2,778 - 2,778 - 

Disposal - (12,573) - (12,573) 

Impairment losses (135) - (135) - 

Fair value loss (1,910) - (1,910) - 

As at 31 December 1,560 827 1,254 521 

(a) Non-cash purchase of quoted shares during the financial year 

The Group and Company have acquired ordinary shares of 2,777,562 of RM1.00 each in Lion Group Berhad, a company listed on the Main 

Market of Bursa Malaysia Securities Berhad at a purchase price of RM2,777,562 as part of share plus cash settlement agreement for a long 

outstanding balance of RM3,471,952 with a receivable, the subsidiary of Lion Group Berhad. The cash settlement is at RM694,390. 

(b) In the previous financial year 2011, the Group and the Company entered into a call and put option agreement with a third party to dispose 

its investment in quoted shares of a company listed on the Main Market of Bursa Malaysia Securities Berhad to the later for a total 

consideration of RM12,493,000. The disposal was completed on 2 December 2011. In addition, the Group and the Company also disposed 

of its other investment in quoted shares for a total consideration of RM65,000 during the financial year. 

(c) Information on the fair value hierarchy is disclosed in Note 33(e) to the financial statements. 



19 DEFERRED TAX 

Recognised deferred tax assets and liabilities 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities 

and when the deferred taxes relate to the same taxation authority. 

The following amounts, determined after appropriate offsetting, are shown in the statements of financial position: 





Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Deferred tax assets 612 1,297 2,130 - - 486 

Deferred tax liabilities (3,304) (2,640) (3,148) (2,111) (1,649) - 

159

160 


19 DEFERRED TAX (continued) 

Recognised deferred tax assets and liabilities (continued) 

(a) Movements in temporary differences during the financial year are as follows: 


Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

As at 1 January (1,343) (1,018) (1,649) 486 

Recognised in 

profit or loss: 9 

- Property, plant and equipment 348 (240) 27 (1,930) 

- Unused tax losses (615) 133 - - 

- Provisions (843) (338) (489) (205) 

- Others (239) 120 - - 

(1,349) (325) (462) (2,135) 

As at 31 December (2,692) (1,343) (2,111) (1,649)



(b) The components of deferred tax assets and liabilities at the end of the financial year comprise tax effects of: 

Deferred tax assets (before offsetting): 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Provisions 1,253 2,096 2,434 985 1,474 1,679 

Unused tax losses 525 1,140 1,007 - - - 

1,778 3,236 3,441 985 1,474 1,679 

Offsetting (1,166) (1,939) (1,311) (985) (1,474) (1,193) 

Deferred tax assets (after offsetting) 612 1,297 2,130 - - 486 

Deferred tax liabilities (before offsetting): 





Property, plant and equipment (4,176) (4,524) (4,284) (3,096) (3,123) (1,193) 

Other taxable temporary differences (294) (55) (175) - - - 

(4,470) (4,579) (4,459) (3,096) (3,123) (1,193) 

Offsetting 1,166 1,939 1,311 985 1,474 1,193 

Deferred tax liabilities (after offsetting) (3,304) (2,640) (3,148) (2,111) (1,649) - 

161

162 



(c) Unrecognised deferred tax assets 

The amounts of temporary differences for which no deferred tax assets have been recognised in the statements of financial position are 

as follows: 

Group 

2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Deductible temporary differences 4,128 4,057 3,862 

Unused tax losses 21,681 17,233 18,479 

25,809 21,290 22,341 

Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that taxable profit will 

be available against which the deductible temporary differences can be utilised. 

The deductible temporary differences do not expire under the current tax legislation. 



20 TRADE AND OTHER RECEIVABLES 





Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Trade receivables 78,350 77,046 88,626 30,708 29,765 22,940 

Less: Impairment loss (5,956) (8,824) (14,795) (3,183) (5,850) (7,172) 

72,394 68,222 73,831 27,525 23,915 15,768 

Other receivables 15,519 17,755 16,914 15,385 17,410 15,984 

Less: Impairment loss (14,856) (14,856) (15,479) (14,856) (14,856) (15,479) 

663 2,899 1,435 529 2,554 505 

Sundry deposits 10,124 10,612 9,226 875 620 559 

Prepayments 5,304 5,440 5,800 4,275 4,280 4,461 

88,485 87,173 90,292 33,204 31,369 21,293 

163

164 


20 TRADE AND OTHER RECEIVABLES (continued) 

(a) Trade and other receivabiies are denominated in the following curencies: 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Ringgit Malaysia 86,256 83,627 80,687 32,911 31,310 21,278 

US Dollar 2,200 3,541 9,580 293 59 15 

Others 29 5 25 - - 

(b) The ageing analysis of trade receivables of the Group and of the Company are as follows: 


88,485 87,173 90,292 33,204 31,369 21,293 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Performing 46,348 55,026 60,631 12,129 18,138 14,382 

Past due but not impaired 

31 to 180 days 24,380 10,000 10,753 15,249 3,100 1,386 

181 to 360 days 1,315 519 2,055 - - - 

More than 360 days 351 2,677 - 147 2,677 - 

26,046 13,196 12,808 15,396 5,777 1,386 

Past due and impaired 5,956 8,824 15,187 3,183 5,850 7,172 

78,350 77,046 88,626 30,708 29,765 22,940



(c) Trade receivables can be categorised as follows: 

(i) Receivables that are performing 

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group and 

the Company. These customers also maintain a long working relationship with the Group and the Company. None of the trade 

receivables of the Group and of the Company that are neither past due nor impaired have been renegotiated during the financial 

year. 

(ii) Receivables that are past due but not impaired 





Trade receivables that are past due but not impaired relates to creditworthy debtors who have maintained a long working relationship 

with the Group and the Company. These customers are consistent revenue contributors to the Group and the Company coupled 

with consistent payment records and maintain minimal debts exceeding their credit period. 

165

166 



(c) Trade receivables can be categorised as follows (continued): 

(iii) Receivables that are past due and impaired 


Trade receivables of the Group and the Company that are past due and impaired at the end of the reporting period are as follows: 

2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Group 

Trade receivables, gross 5,956 5,437 5,829 

Less: Impairment loss (5,956) (2,760) (5,437) 

- 2,677* 392 

Company 

Trade receivables, gross 3,183 5,437 5,437 

Less: Impairment loss (3,183) (2,760) (5,437) 

- 2,677* - 

* Represent trade receivables that have been outstanding more than 360 days but not fully impaired as the Company had entered into a settlement scheme with 

this debtor subsequent to the end of the reporting period to recover the long outstanding debts. Management is of the opinion that the amount not impaired 

could be recovered through the settlement scheme.



(c) Trade receivables can be categorised as follows (continued): 

(iii) Receivables that are past due and impaired (continued) 

The reconciliation of movements in the impairment loss for trade receivables are as follows: 





Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

At 1 January 8,824 14,795 5,850 7,172 

Charge for the financial year (Note 8) 1,767 2,064 1,289 163 

Written off (2,217) (5,472) (1,423) (475) 

Reversal of impairment loss (Note 8) (2,983) (2,563) (2,533) (1,010) 

Others 565 - - - 

At 31 December 5,956 8,824 3,183 5,850 

Trade receivables that are individually determined to be impaired at the end of the reporting period relate to those debtors that 

had defaulted on payment and where collectability is assessed as doubtful. These receivables are not secured by any collateral or 

credit enhancements. 

167

168 



(d) Bad debts written off against impairment loss for trade receivables during the financial year amounted to RM2,058,000 (2011: RM5,473,000; 

1.1.2011: RM631,000) and RM1,423,000 (2011: RM476,000; 1.1.2011: Nil) for the Group and the Company respectively. 

(e) The impairment loss in respect of other receivables is mainly in respect of a long outstanding receivable for which payment has been 

defaulted. 

The reconciliation of movements in the impairment loss for other receivables are as follows: 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

At 1 January 14,856 15,479 14,856 15,479 

Reversal of impairment loss (Note 8) - (623) - (623) 

At 31 December 14,856 14,856 14,856 14,856 

21 AMOUNTS DUE FROM/(TO) SUBSIDIARIES 


The amounts due from/(to) subsidiaries are trade in nature, unsecured, interest free and repayable upon demand in cash and cash 

equivalents.


22 ADVANCES TO/(FROM) SUBSIDIARIES 





Company 

2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Current assets 

Advances to subsidiaries 21,706 37,795 23,593 

Less: Impairment loss (890) (890) (890) 

20,816 36,905 22,703 

Non-current liabilities 

Advances from subsidiaries - - (51,055) 

Current liabilities 

Advances from subsidiaries (76,156) (125,297) - 

The advances to/(from) subsidiaries are unsecured, interest free (2011: interest free; 1.1.2011: 5.6% per annum) and are repayable upon demand in 

cash and cash equivalents (2011: upon demand in cash and cash equivalents; 1.1.2011: not repayable in the next twelve (12) months). 

169

170 


23 CASH AND BANK BALANCES 


Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Deposits with licensed banks 5,138 61,450 8,921 1,263 61,258 1,264 

Cash and bank balances 26,478 49,385 64,530 8,404 28,821 21,852 

As reported in the statements of financial position 31,616 110,835 73,451 9,667 90,079 23,116 

Less: Deposits pledged with licensed banks (955) (1,456) (8,921) (763) (1,264) (1,264) 

As reported in statements of cash flows 30,661 109,379 64,530 8,904 88,815 21,852 

(a) Deposits pledged with licensed banks of the Group is to secure performance guarantees on contracts entered into by the Group with third 

parties and banking facilities granted to certain subsidiaries as disclosed in Note 27 to the financial statements.


23 CASH AND BANK BALANCES (continued) 

(b) Cash and bank balances are denominated in the following currencies: 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


US Dollar 6,057 1,872 12,014 - - - 

31,616 110,835 73,451 9,667 90,079 23,116 

(c) The weighted average interest rate per annum of deposits that was effective as at the end of the reporting period is as follows: 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

% % % % % % 

Deposits with licensed banks 2.92 2.82 2.32 2.92 2.85 2.32 

(d) Deposits of the Group and of the Company have an average maturity period of 30 to 365 days (2011: 30 to 365 days; 1.1.2011: 30 to 365 

days). Bank balances are deposits held at call with banks. 

Information on financial risks of cash and bank balances are disclosed in Note 34 to the financial statements. 





171

172 


24 NON-CURRENT ASSETS HELD FOR SALE 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Residential apartment 324 324 475 - - 151 

25 SHARE CAPITAL 



2012 2011 1.1.2011 

Number Nominal Number Nominal Number Nominal 

of shares value of shares value of shares value 

‘000 ,000 ‘000 ‘000 ‘000 ‘000 

Authorised ordinary shares 

of RM1.00 each 

At 1 January/31 December 300,000 300,000 300,000 300,000 300,000 300,000 

Issued and fully paid ordinary 

shares of RM1.00 each 

At 1 January 252,293 252,293 240,719 240,719 240,719 240,719 

Issued for cash pursuant to ESOS (Note 25(b)) 

Transfer to capital reserve 

arising from cancellation of 

26 26 16,402 16,402 - - 

treasury shares (Note 26(b)) - - (4,828) (4,828) - - 

At 31 December 252,319 252,319 252,293 252,293 240,719 240,719


25 SHARE CAPITAL (continued) 

(a) The owners of ordinary shares are entitled to receive dividends as and when declared by the Company and are entitled to one (1) vote per 

share at meetings of the Company. All ordinary shares rank pari passu with regard to the Company’s residual assets. 

(b) Employees’ Share Option Scheme (‘ESOS’) 

The ESOS of the Company was established on 7 April 2008 and was previously known as Executives’ Share Option Scheme. The 

ESOS shall be in force for a period of five (5) years until 6 April 2013 (‘the option period’). On 2 June 2011, the Company obtained approval 

from its shareholders during the Extraordinary General Meeting to amend the By-Laws of the Company’s share option scheme from an 

Executives’ Share Option Scheme to Employees’ Share Option Scheme. 

The main features of the ESOS are as follows: 

(i) Eligible Directors and employees are those who are confirmed employees of the Group and have served full time for at least a 

period of one (1) year of continuous services before the date of offer; 

(ii) The maximum number of options to be offered under the ESOS shall not exceed in aggregate 15% of the total issued and paid-up 

share capital of the Company at any point in time during the existence of the Scheme. In addition, not more than fifty percentum 

(50%) of the total number of shares available under the Scheme shall be allocated, in aggregate, to Directors and senior management 

of the Group and not more than ten percentum (10%) of the total number of shares available under the Scheme shall be allocated to 

any Eligible Persons, who either singly or collectively through person connected with them, holds twenty percentum (20%) or more 

of the issued and paid-up share capital of the Company; 

(iii) The options granted may be exercised any time within the option period from the date of offer; 





(iv) The option price of a new ordinary share under the ESOS shall be the five (5) days weighted average market price of the shares as 

quoted in the Daily Official List issued by Bursa Malaysia Securities Berhad immediately preceding the date of offer, with a discount 

of not more than 10%, or at the par value of the ordinary shares of RM1.00 each, whichever is higher; 

(v) The options granted are not entitled to dividends or voting rights. Upon exercise of the options, the shares issued rank pari passu 

in all respects with the then existing ordinary shares of the Company; and 

(vi) The Directors and employees to whom the options have been granted have no right to participate, by virtue of these options, in any 

ordinary shares issue of any other company. 

173

174 



(b) Employees’ Share Option Scheme (‘ESOS’) (continued) 


The movements of the options over the unissued ordinary shares of RM1.00 each in the Company granted under the ESOS during the 

financial year are as follows: 


Outstanding Outstanding Exercisable 

as at as at as at 

Date of offer 1.1.2012 Granted Exercisable Forfeited 31.12.2012 31.12.2012 

‘000 ‘000 ‘000 ‘000 ‘000 ‘000 

31.12.2012 

16.8.2011 1,977 - (6) (181) 1,790 1,790 

18.8.2011 98 - - - 98 98 

29.11.2011 126 - - - 126 126 

23.2.2012 - 109 - (2) 107 107 

16.5.2012 - 44 - - 44 44 

28.8.2012 - 200 (20) - 180 180 

19.11.2012 - 99 - - 99 99 

2,201 452 (26) (183) 2,444 2,444 

Weighted average exercise prices (RM) 1.16 1.03 1.03 1.15 1.14 1.14 

Weighted average remaining contractual life (months) 3








The movements of the options over the unissued ordinary shares of RM1.00 each in the Company granted under the ESOS during the 

financial year are as follows: 


Outstanding Outstanding Exercisable 

as at as at as at 

Date of offer 1.1.2011 Granted Exercisable Forfeited 31.12.2011 31.12.2011 

‘000 ‘000 ‘000 ‘000 ‘000 ‘000 

31.12.2011 

16.8.2011 - 9,062 (7,085) - 1,977 1,977 

18.8.2011 - 132 (34) - 98 98 

1.11.2011 - 9,283 (9,283) - - - 

29.11.2011 - 126 - - 126 126 

-* 18,603 (16,402) - 2,201 2,201 

* No outstanding balance of options as at 1.1.2011 as there were no options issued and granted to Directors or any other Eligible Person(s) pursuant to the By-Laws of ESOS prior 

to financial year 2011. 

Weighted average exercise prices (RM) - 1.25 1.26 - 1.16 1.16 

Weighted average remaining contractual life (months) 15 

175

176 




The fair values of share options measured at grant date and the assumptions are as follows: 


Granted on 

23.2.2012 16.5.2012 28.8.2012 19.11.2012 

2012 

Fair value of share options at the grant dates (RM): 0.12 0.07 0.10 0.08 

Weighted average share price (RM) 1.13 0.99 1.01 1.02 

Weighted average exercise price (RM) 1.13 1.01 1.00 1.00 

Expected volatility (%) 40.73 33.08 42.44 39.47 

Expected life (days) 409 326 221 138 

Risk free rate (%) 2.79 3.08 3.07 3.07 

Expected dividend yield (%) 14.29 14.29 14.29 14.29 

Granted on 

16.8.2011 18.8.2011 1.11.2011 29.11.2011 

2011 

Fair value of share options at the grant dates (RM): 0.14 0.14 0.15 0.22 

Weighted average share price (RM) 1.14 1.14 1.35 1.54 

Weighted average exercise price (RM) 1.15 1.15 1.35 1.38 

Expected volatility (%) 44.01 44.01 41.68 41.52 

Expected life (days) 600 598 523 495 

Risk free rate (%) 3.11 3.11 2.96 2.84 

Expected dividend yield (%) 14.29 14.29 14.29 14.29


26 RESERVES 





Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Non-distributable: 

Share premium 

Exchange translation reserve: 

- arising from the translation 

53,192 53,189 51,923 53,192 53,189 51,923 

of the financial statements of foreign operations (139) - (1,457) - - - 

Treasury shares, at cost - - (5,436) - - (5,436) 

Available-for-sale reserve - - 610 - - 610 

Capital reserve 4,828 4,828 - 4,828 4,828 - 

Share options reserve 330 314 - 330 314 - 

Distributable: 

58,211 58,331 45,640 58,350 58,331 47,097 

(Accumulated losses)/ Retained earnings (114,919) (106,285) (33,056) 65,064 141,895 232,790 

(56,708) (47,954) 12,584 123,414 200,226 279,887 

177

178 


26 RESERVES (continued) 

(a) Exchange translation reserve 

The exchange translation reserve was used to record foreign currency exchange differences arising from the translation of the financial 

statements of foreign operations whose functional currencies were different from that of the Group’s presentation currency. It was 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 was denominated in the functional currency of the foreign operation. 

(b) Treasury shares 

The shareholders of the Company, by a special resolution passed at the Extraordinary General Meeting held on 31 March 2008, authorised 

the Company’s plan to purchase its own shares. The authority granted by the shareholders was not renewed during the Annual General 

Meeting of the Company, which was held on 2 June 2011. 

The Company did not repurchase any ordinary shares of RM1.00 each of its issued share capital from the open market during the 

current financial year. On 26 January 2011, the Company cancelled all its accumulated 4,828,471 treasury shares with carrying amount 

of RM5,435,816 or at an average price of RM1.13 per ordinary share of RM1.00 each. The share capital cancelled was transferred to capital 

reserve and the consideration paid for the ordinary shares cancelled was set off against the share premium in accordance with the 

requirement of Section 67A of the Companies Act, 1965 in Malaysia. 

There was no treasury share held by the Company as at the end of the financial year. 

(c) Share options reserve 


The share options reserve 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 the grant date of share options.


26 RESERVES (CONTINUED) 

(d) Capital reserve 

The capital reserve arises from the cancellation of treasury shares in the previous year. 

(e) Available-for-sale reserve 

Fair value gains or losses arising on financial assets classified as available-for-sale. 

(f) Retained earnings 





Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section 108 credits are 

exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits to pay single-tier dividends 

under the special transitional provisions of the Finance Act, 2007. As at 31 December 2012, subject to agreement with the tax authorities, 

the Company has sufficient Section 108 tax credits to pay franked dividends amounting to RM2,192,000 out of its retained earnings 

(2011: RM50,547,000; 1.1.2011: RM80,623,000). If the balance of the retained earnings of RM62,872,000 (2011: RM91,348,000; 1.1.2011: 

RM152,167,000) were to be distributed as dividends, the Company may distribute exempt dividends under tax exempt account. 

179

180 


27 BORROWINGS 

Current: 


Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Secured 

Term loans 7,596 7,595 7,595 7,596 7,595 7,595 

Revolving credits - 10,000 22,000 - 5,000 10,000 

Hire-purchase liabilities 7,598 6,394 9,132 7,598 6,394 9,132 

15,194 23,989 38,727 15,194 18,989 26,727 

Unsecured 

Term loans - - - - - - 

Revolving credits 27,000 5,000 5,000 15,000 5,000 5,000 

27,000 5,000 5,000 15,000 5,000 5,000 

Total current portion 42,194 28,989 43,727 30,194 23,989 31,727 

Non-current: 

Secured 

Term loans 3,643 11,239 18,836 3,643 11,239 18,836 


Total non-current portion 15,268 21,965 36,003 15,268 21,965 36,003 

Total borrowings 57,462 50,954 79,730 45,462 45,954 67,730


27 BORROWINGS (continued) 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Secured 

Term loans 11,239 18,834 26,431 11,239 18,834 26,431 

Revolving credits - 10,000 22,000 - 5,000 10,000 


30,462 45,954 74,730 30,462 40,954 62,730 

Unsecured 

Term loans - - - - - - 

Revolving credits 27,000 5,000 5,000 15,000 5,000 5,000 

Total borrowings 57,462 50,954 79,730 45,462 45,954 67,730 

27.1 Term loans 

Term loans of the Group and of the Company are secured by way of: 

(i) fixed charges over certain property, plant and equipment of the Group and of the Company as disclosed in Note 12 to the financial 

statements; and 

(ii) deposit pledged with licensed banks as disclosed in Note 23 to the financial statements. 





The term loans of the Group and of the Company bear interest at rates ranging from 5.70% to 7.00 % (2011: 5.70% to 7.00%; 1.1.2011: 5.70% to 

7.00%) per annum. 

181

182 



27.1 Term loans (continued) 

The term loans are repayable by installments of varying amounts over the following periods: 



2012 2011 1.1.2011 

RM’000 RM’000 RM’000 

Not later than 1 year 7,596 7,595 7,595 

1 – 2 years 3,297 7,595 7,596 

2 – 3 years 346 3,297 7,596 

3 – 4 years - 347 3,297 

4 – 5 years - - 347 

11,239 18,834 26,431 

Significant covenant for the secured term loans of RM11,239,000 (2011: RM18,834,000; 1.1.2011: RM26,431,000) of the Company is as follows: 

Leverage ratio of the Company shall not exceed 2:1 throughout the tenure of the loans. Leverage ratio is a function of total borrowings net of 

cash and bank balances over total equity. 

Information on financial risks and their remaining maturity of term loans are disclosed in Note 34 to the financial statements.



27.2 Revolving credits 

Revolving credits of the Group and of the Company are secured by way of: 

(i) fixed charges over certain property, plant and equipment of the Group and of the Company as disclosed in Note 12 to the financial 

statements; and 

(ii) deposit pledged with licensed banks as disclosed in Note 23 to the financial statements. 

In addition the revolving credits of the Group are supported by corporate guarantee by the Company. 

The revolving credits of the Group and of the Company bear interest at rates ranging from 5.33% to 5.85% (2011: 5.14% to 6.40%; 1.1.2011; 5.14% to 

6.40%) per annum. 

Information on financial risks of revolving credits are disclosed in Note 34 to the financial statements. 





183

184 



27.3 Hire-purchase liabilities 

Hire-purchase liabilities are effectively secured and the right to the leased assets revert to the lessor in the event of default. The minimum lease 

payments for hire-purchase liabilities of the Group and of the Company at the end of the reporting period are as follows: 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Not later than one (1) year 8,458 7,280 10,548 8,458 7,280 10,548 

Later than 1 year and not later than five (5) years 12,428 11,426 18,705 12,428 11,426 18,705 

20,886 18,706 29,253 20,886 18,706 29,253 

Future finance charges (1,663) (1,586) (2,954) (1,663) (1,586) (2,954) 

Present value of hire-purchase liabilities 19,223 17,120 26,299 19,223 17,120 26,299 

Current 7,598 6,394 9,132 7,598 6,394 9,132 

Non-current 11,625 10,726 17,167 11,625 10,726 17,167 

19,223 17,120 26,299 19,223 17,120 26,299 

Hire-purchase liabilities bear fixed interest at rates ranging from 4.93% to 6.85% (2011: 5.39% to 6.85%; 1.1.2011: 5.39% to 6.85%) per annum. 

Information on financial risks of hire-purchase liabilities are disclosed in Note 34(ii) to the financial statements. 



28 RETIREMENT BENEFITS OBLIGATIONS 

The Group and the Company operate an unfunded defined benefit plan for its unionised employees in Malaysia under the terms and conditions 

of a Collective Agreement. In the previous financial year, an actuarial valuation of the plan was carried out on 21 March 2011. 

The amounts recognised in the statements of financial position are determined as follows: 

Group Company 

Note 2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Present value of unfunded obligations 2,156 2,195 2,079 1,857 1,917 1,813 

Unrecognised actuarial losses (35) (192) (223) (28) (248) (272) 

Liability in the statements 

of financial position 2,121 2,003 1,856 1,829 1,669 1,541 

The total expenses recognised in the statements of comprehensive income are analysed as follows: 





Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Current service cost 142 154 140 142 

Interest cost 104 108 95 94 

Expenses recognised in statements of 

comprehensive income 8 246 262 235 236 

185

186 


28 RETIREMENT BENEFITS OBLIGATIONS (continued) 


The movement during the financial year in the amount recognised in the statements of financial position in respect of the defined benefit plans 


Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

As at 1 January 2,003 1,856 1,669 1,541 

Amounts recognised in the statements of comprehensive income 246 262 235 236 

Payments made during the financial year (128) (115) (75) (108) 

As at 31 December 2,121 2,003 1,829 1,669 

The principal actuarial assumptions used in respect of the Group’s and the Company’s defined benefit plans were as follows: 

2012 2011 1.1.2011 

% % % 

Discount rate 5.6 5.6 5.6 

Expected rate of salary increases 3.0 3.0 3.0


28 RETIREMENT BENEFITS OBLIGATIONS (continued) 

The Projected Unit Credit Cost Method is used to determine the present value of the defined benefit obligation and the related current service 

cost. Under this method, a “projected accrued benefit” is calculated based upon service as of the date of valuation, but when the benefit formula 

is based on future compensation and social security levels, using assumptions about the growth of those amounts projected to the age at which 

the employee is assumed to leave active service. In normal circumstances the “projected accrued benefit” is based upon the Plan’s accrual 

formula. However, where the Plan’s accrual formula is not uniform, the “projected accrued benefit” may be calculated by attributing benefits on 

the straight-line basis over the relevant period. 

29 TRADE AND OTHER PAYABLES 





Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Trade payables 31,817 28,117 44,551 14,003 9,340 9,412 

Other payables 16,056 18,377 37,726 1,918 4,107 7,923 

Accruals 12,449 16,250 13,948 6,597 9,556 9,163 

28,505 34,627 51,674 8,515 13,663 17,086 

60,322 62,744 96,225 22,518 23,003 26,498 

187

188 


29 TRADE AND OTHER PAYABLES (continued) 

(a) Payables are denominated in the following currencies: 


Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


US Dollar 6,443 5,814 12,991 - - - 

Singapore Dollar 79 250 441 78 150 381 

Others 221 30 733 95 - - 

60,322 62,744 96,225 22,518 23,003 26,498 

(b) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group and the Company are 30 days from date 

of invoice (2011: 30 days; 1.1.2011: 30 days). 

(c) Information on financial risks of trade and other payables are disclosed in Note 34(ii) to the financial statements.


30 COMMITMENTS 

(a) Operating lease commitments 

The Group as lessee 

The Group has entered into non-cancellable lease agreements for land and warehouses, which are renewable at the end of the lease 

period subject to an increase clause. 

The Group has aggregate future minimum lease commitments as at the end of the reporting period as follows: 





Group 

2012 2011 

RM’000 RM’000 

Future minimum lease payments: 

Not later than one (1) year 28,622 25,617 

Later than one (1) year and not later than two (2) years 24,675 25,617 

Between two (2) to five (5) years 33,598 39,222 

Later than five (5) years 10,821 16,731 

97,716 107,187 

189

190 


30 COMMITMENTS (continued) 

(b) Capital commitments 

Capital expenditure in respect of purchase of property, plant 

and equipment: 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Contracted but not provided for - 2,718 - 1,938 

Approved but not contracted for 7,767 23,174 3,551 17,635 

31 RELATED PARTY DISCLOSURES 

(a) Identities of related parties 

7,767 25,892 3,551 19,573 

The Company has related party relationships with its immediate, intermediate, penultimate and ultimate holding companies/entity. 

Related parties of the Group also include: 

(i) direct and indirect subsidiaries as disclosed in Note 16 to the financial statements; 

(ii) associates as disclosed in Note 17 to the financial statements; and 


(iii) key management personnel which comprises persons (including the Directors of the Company) having authority and responsibility 

for planning, directing and controlling the activities of the Group directly or indirectly.


31 RELATED PARTY DISCLOSURES (continued) 

(b) In addition to transactions detailed elsewhere in the financial statements, the Company had the following transactions with subsidiaries 

during the financial year: 

Logistic services rendered: 





Company 

2012 2011 

RM’000 RM’000 

- Aman Freight (Malaysia) Sdn. Bhd. (2,990) (3,084) 

- KP Asia Auto Logistics Sdn. Bhd. (1,402) (5,757) 

- Malaysian Shipping Agencies Sdn. Bhd. (625) - 

- Cougar Logistics (Malaysia) Sdn. Bhd. (391) - 

- Westport Distripark (M) Sdn. Bhd. (2,537) (147) 

- KP Distribution Services Sdn. Bhd. (51) - 

Services received: 

- Aman Freight (Malaysia) Sdn. Bhd. 69 - 

- Cougar Logistics (Malaysia) Sdn. Bhd. 18 - 

- Westport Distripark (M) Sdn. Bhd. 213 - 

- Konsortium Logistik (Sabah) Sdn. Bhd. 7 - 

- Malaysian Shipping Agencies Sdn. Bhd. 6 - 

191

192 




during the financial year: (continued) 

Rental income on land and buildings receivables from: 


Company 

2012 2011 

RM’000 RM’000 

- Westport Distripark (M) Sdn. Bhd. (5,076) (4,512) 

- Cougar Logistics (Malaysia) Sdn. Bhd. (6) (10) 

- KP Asia Auto Logistics Sdn. Bhd. (22) - 

- Aman Freight (Malaysia) Sdn. Bhd. (22) - 

- KP Distribution Services Sdn. Bhd. (17) - 

- Malaysian Shipping Agencies Sdn. Bhd. (22) - 

Rental income on vehicles and equipment receivables from: 

- KP Asia Auto Logistics Sdn. Bhd. - (45) 

- Diperdana Utara Sdn. Bhd. - (366) 

Management fee receivable from: 

- KP Asia Auto Logistics Sdn. Bhd. (264) (264) 

- PNSL Berhad (540) (540) 

Dividend income received from: 

- KP Asia Auto Logistics Sdn. Bhd. (50,000) - 

- PNSL Berhad - (6,615)








during the financial year: (continued) 

Company 

2012 2011 

RM’000 RM’000 

Management fee payable to: 

- PNSL Risk Management Sdn. Bhd. 472 312 

Rental on land and buildings payable to: 

- KP Asia Auto Logistics Sdn. Bhd. - 81 

- Kaypi Southern Terminal Sdn. Bhd. 223 223 

- Diperdana Kontena Sdn. Bhd. 340 340 

Rental on vehicles and equipment payable to: 

- Diperdana Kontena Sdn. Bhd. 1,276 1,523 

- Diperdana Selatan Sdn. Bhd. 1 1 

- Diperdana Utara Sdn. Bhd. - 11 

- KP Asia Auto Logistics Sdn. Bhd. - 14 

The related party transactions described above were carried out based on negotiated terms and conditions and mutually agreed with the 

respective related parties. 

Information regarding outstanding balances arising from related party transactions as at 31 December 2012 are disclosed in Notes 21 and 

22 to the financial statements. 

193

194 



(c) Compensation of key management personnel 

The remuneration of key management personnel during the financial year was as follows: 

Directors of the Company 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Short term employee benefit 2,420 1,930 2,089 1,150 

Contributions to defined contribution plan 258 275 219 168 

Share option expenses - 1,456 - 1,031 

Estimated monetary value of benefits-in-kind 241 165 197 87 

d) Transactions with other related parties 

2,919 3,826 2,505 2,436 

Ekuinas Capital Sdn. Bhd. is the penultimate holding company of the Company. Yayasan Ekuiti Nasional (“YEN”), the ultimate holding 

foundation of the Company through its 100% ownership in Ekuinas Capital Sdn. Bhd., is a foundation formed by the Government of 

Malaysia. 

Apart from the transactions as disclosed in Note 31(b) to the financial statements, the Group and the Company have entered into 

transactions that are not individually significant with other government-related entities. These transactions include revenue from the 

provision of total logistics services and inventory solutions. They are conducted in the ordinary course of the Group’s business on terms 

consistently applied in accordance with the Group’s internal policies and processes. 



32 SEGMENT INFORMATION 

Management has determined the operating segments based on the reports reviewed by the Executive Committee (“Exco”) that are used to make 

strategic decisions. The Exco comprises certain members of the Board of Directors, Chief Executive Officer, Chief Financial Officer and other 

members of senior management. 

The Group has two (2) reportable segments that are organised and managed separately according to the nature of products and services and 

specific expertise which requires different business and marketing strategies. Segment analysis by geographical location is not presented, as the 

Group’s operations are located mainly in Malaysia. The reportable segments are summarised as follows: 

(i) Logistics Service Organisation (“LSO”): 

- Provides total logistics services and inventory solutions. 

(ii) Internal and External Affiliate Organisation (“IAO/EAO”): 

- Provides transport, storage and value added services. 

The Group also identified another segment which is not an operating segment as follows: 





Shared Services Organisation (“SSO”): 

- Provides common support to both LSO and IAO/EAO, which mainly includes finance, human resource and administration, business process 

and information technology, insurance, corporate communications and internal audit. 

The accounting policies of operating segments are the same as those described in the summary of significant accounting policies. 

The Group evaluates performance on the basis of profit or loss from operations before tax not including non-recurring losses, such as restructuring 

costs. The segment results are profit before interest and tax but after depreciation and amortisation. 

Inter-segment revenue is priced on a negotiated basis along the same lines as sales to external customers and is eliminated in the consolidated 

financial statements. These policies have been applied consistently throughout the current and previous financial years. 

195

196 


32 SEGMENT INFORMATION (continued) 

Segment assets exclude tax assets and assets used primarily for corporate purposes. 


Segment liabilities exclude tax liabilities and retirement benefit obligations. Even though loans and borrowings arise from financing activities 

rather than operating activities, they are allocated to the segment based on relevant factors (e.g. funding requirements). Details are provided in 

the reconciliations from segment assets and liabilities to the position of the Group. 

The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by operating segments: 


LSO IAO/EAO Segments SSO Group 

RM’000 RM’000 RM’000 RM’000 RM’000 

2012 

Revenue from external customers 130,566 138,061 268,627 - 268,627 

Inter-segment revenue - 11,969 11,969 - 11,969 

130,566 150,030 280,596 - 280,596 

Segment results 11,597 12,090 23,687 5,159 28,846 

Interest income - - - 328 328 

Finance costs - (2,354) (2,354) (1,352) (3,706) 

Share of results of associates (3,396) 

Profit before tax 22,072 

Tax expense (5,499) 

Profit for the financial year 16,573




(continued) 



RM’000 RM’000 RM’000 RM’000 RM’000 

2012 





Assets 

Segment assets 65,218 202,266 267,484 59,515 326,999 

Interest in associates 11,552 

Total assets 338,551 

Liabilities 

Segment liabilities 36,522 61,290 97,812 45,204 143,016 

Other material non-cash items: 

- Capital expenditure (1,278) (8,319) (9,597) (577) (10,174) 

- Depreciation of property, plant and equipment (1,673) (15,651) (17,324) (2,908) (20,232) 

- Amortisation of prepaid lease payments for land - (644) (644) - (644) 

- Net gain on disposal of property, plant and equipment 4 - 4 361 365 

- Gain on disposal of associate - - - 890 890 

- Impairment of goodwill on consolidation 976 - - - 976 

- Reversal of impairment in respect of interest in associates - - - - 16,729 

- Impairment losses on trade receivables (344) (1,423) (1,767) - (1,767) 

- Reversal of impairment losses on trade receivables 450 2,533 2,983 - 2,983 

- Share option expenses - - - (33) (33) 

- Property, plant and equipment written off - (24) (24) (388) (412) 

197

198 





(continued) 



RM’000 RM’000 RM’000 RM’000 RM’000 

2011 

Revenue from external customers 128,449 130,274 258,723 - 258,723 

Inter-segment revenue - 10,284 10,284 - 10,284 

128,449 140,558 269,007 - 269,007 

Segment results 24,626 16,763 41,389 (2,048) 39,341 

Interest income 332 8 340 211 551 

Finance costs - (2,897) (2,897) (1,618) (4,515) 

Share of results of associates (2,661) 

Profit before tax 32,716 

Tax expense (6,763) 

Profit for the financial year 25,953 

Assets 

Segment assets 80,832 210,349 291,181 108,709 399,890 

Interest in associates 15,046 

Total assets 414,936




(continued) 



RM’000 RM’000 RM’000 RM’000 RM’000 

2011 





Liabilities 

Segment liabilities 30,802 67,381 98,183 114,697 212,880 

Other material non-cash items: 

- Capital expenditure (1,116) (12,810) (13,926) (1,138) (15,064) 

- Depreciation of property, plant and equipment (2,171) (14,525) (16,696) (2,464) (19,160) 

- Amortisation of prepaid lease payments for land - (645) (645) - (645) 

- Net gain on disposal of property, plant and equipment - 473 473 7,574 8,047 

- Net gain on disposal of investment property - - - 4,451 4,451 

- Net gain on disposal of assets classified as held for sale - - - 178 178 

- Gain on disposal of other investments - - - 595 595 

- Impairment losses on trade receivables - (2,064) (2,064) - (2,064) 

- Share option expenses (156) (270) (426) (2,273) (2,699) 

- Property, plant and equipment written off - - - (1,283) (1,283) 

199

200 




Reconciliation of reportable segment revenue, assets and liabilities to the Group’s corresponding amounts are as follows: 

2012 2011 

RM’000 RM’000 

Revenue 

Total revenue for reportable segments 280,596 269,007 

Elimination of inter-segment revenue (11,969) (10,284) 

Group’s revenue per consolidated 268,627 258,723 

Assets 

Total assets for reportable segments 338,551 414,936 

Tax assets 5,614 9,008 

Group’s assets 344,165 423,944 

Liabilities 

Total liabilities for reportable segments 143,016 212,880 

Tax liabilities 3,417 4,722 

Retirement benefit obligations 2,121 2,003 

Group’s liabilities 148,554 219,605 

Revenue transactions of RM27,458,000, RM25,507,000 and RM24,723,000 (2011: RM25,697,000, RM28,766,000 and RM30,024,000) are 

derived from three external customers. These revenues are attributable to the LSO segment.


33 FINANCIAL INSTRUMENTS 

(a) Capital management 





The primary objective of the Group’s capital management is to ensure that entities of the Group would be able to continue as going 

concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. The overall strategy of the 

Group remains unchanged from previous financial years. 

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust 

the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No 

changes were made to the objectives, policies or processes of the Group and the Company during the financial year. 

During the financial year, the Group’s strategy remained unchanged from previous financial year, which is to maintain the leverage ratio at 

the lower end range within 0.2:1 to 0.7:1. The leverage ratios are as follows: 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Total borrowings (Note 27) 57,462 50,954 45,462 45,954 

Less: Cash and bank balances (Note 23) (31,616) (110,835) (9,667) (90,079) 

Net debt 25,846 (59,881) 35,795 (44,125) 

Total equity 195,611 204,339 375,733 452,519 

Leverage ratio 0.13 N/A 0.10 N/A 

The Company is also required to maintain a maximum leverage ratio of 2:1 to comply with a bank loan covenant, failing which, the bank 

may call an event of default. 

201

202 


33 FINANCIAL INSTRUMENTS (continued) 

(b) Financial instruments 

(i) Categories of financial instruments 

Group 


Loans and Available 

receivables -for-sale Total 

RM’000 RM’000 RM’000 

2012 

Financial assets 

Other investments - 1,560 1,560 

Trade and other receivables, excluding prepayments 83,181 - 83,181 

Cash and bank balances 31,616 - 31,616 

114,797 1,560 116,357 

Other 

financial 

liabilities Total 

RM’000 RM’000 

Group 

2012 

Financial liabilities 

Borrowings 57,462 57,462 

Trade and other payables 60,322 60,322 

Dividend payable 25,232 25,232 

143,016 143,016



(b) Financial instruments (continued) 

(i) Categories of financial instruments (continued) 

Group 







RM’000 RM’000 RM’000 

2011 


Other investments - 827 827 



192,568 827 193,395 

Other 

financial 


RM’000 RM’000 

Group 

2011 





212,880 212,880 

203

204 





Group 




RM’000 RM’000 RM’000 

1.1.2011 





157,943 13,400 171,343 

Other 

financial 


RM’000 RM’000 

Group 

1.1.2011 





206,031 206,031





Company 







RM’000 RM’000 RM’000 

2012 


Amounts due from subsidiaries 3,762 - 3,762 

Advances to subsidiaries 20,816 - 20,816 




63,174 1,254 64,428 

205

206 





Company 


Other 

financial 


RM’000 RM’000 

2012 




Amounts due to subsidiaries 107 107 

Advances from subsidiaries 76,156 76,156 


169,475 169,475





Company 







RM’000 RM’000 RM’000 

2011 


Amounts due from subsidiaries 2,100 - 2,100 


Other investments - 521 521 



156,173 521 156,694 

207

208 





Company 


Other 

financial 


RM’000 RM’000 

2011 




Amounts due to subsidiaries 268 268 

Advances from subsidiaries 125,297 125,297 


293,704 293,704





Company 







RM’000 RM’000 RM’000 

1.1.2011 


Amount due from subsidiaries 7,505 - 7,505 





70,156 13,094 83,250 

209

210 


33 FINANCIAL INSTRUMENTS (CONTINUED) 



Company 


Other 

financial 


RM’000 RM’000 

1.1.2011 




Amount due to subsidiaries 2,810 2,810 


127,114 127,114



(c) Fair value of financial instruments 

The fair values of financial instruments that are not carried at fair value are as follows: 





2012 2011 

Carrying Fair Carrying Fair 

Note amount value amount value 

RM’000 RM’000 RM’000 RM’000 


Group 

Recognised 

Other investments 18 

- unquoted shares - - 135 135 

Term loans 27 (11,239) (11,054) (18,834) (18,106) 

Hire-purchase liabilities 27 (19,223) (18,353) (17,120) (16,430) 

Company 

Recognised 

Other investments 18 

- unquoted shares - - 135 135 

Term loans 27 (11,239) (11,054) (18,834) (18,106) 

Hire-purchase liabilities 27 (19,223) (18,353) (17,120) (16,430) 

The Company provides guarantees to banks for credit facilities extended to certain subsidiaries. The fair value of such financial guarantees 

is negligible as the probability of the subsidiaries defaulting on the credit lines is remote. 

211

212 



(d) Determination of fair values 

Methods and assumptions used to estimate fair values 

(i) Financial instruments that are not carried at fair values and whose carrying amounts are a reasonable approximation of fair 

values 

The carrying amounts of financial assets and liabilities, such as trade and other receivables, trade and other payables, short term 

borrowings, amounts due from/(to) subsidiaries and advances to/(from) subsidiaries 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 end of the reporting period. 

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair values due to the 

insignificant impact of discounting. 

The fair values of these borrowings have been determined using discounted cash flows techniques. The discount rates used are 

based on the current market information and rates applicable to financial instruments with similar yield, credit quality and maturity 

characteristics. 

(ii) Unquoted shares and club memberships 

The fair values of the Group’s investments in unquoted shares are estimated by using net asset valuation technique based on the 

individual investees’ latest available financial statements obtained. Management believes that the estimated fair values resulting 

from this valuation technique are reasonable and the most appropriate at the end of the reporting period. 

The fair values of club memberships are determined by reference to comparable market value of similar investments. 

(iii) Hire-purchase liabilities and term loans 


The fair values of borrowings are estimated based on the future contractual cash flows discounted at current market interest rate 

available for similar financial instrument and of the same remaining maturities.



(e) Fair value hierarchy 

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped 

into Level 1 to 3 based on the degree to which the fair value is observable. 

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. 

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the 

asset or liability, either directly (ie. as prices) or indirectly (ie. derived from prices). 

Level 3 fair value measurements are those derived from inputs for the assets or liability that are not based on observable market data 

(unobservable inputs). 

As at 31 December 2012, the Group and the Company held the following financial instruments carried at fair value on the statements of 

financial position: 

Assets measured at fair value 





31 December 

2012 Level 1 Level 2 Level 3 

RM’000 RM’000 RM’000 RM’000 

Group 

Available-for-sale financial assets: 

- Quoted shares 868 868 - - 

- Club memberships 692 - 692 - 

213

214 



(e) Fair value hierarchy (continued) 

Assets measured at fair value (continued) 

Company 


31 December 


RM’000 RM’000 RM’000 RM’000 

- Quoted shares 868 868 - - 

- Club memberships 386 - 386 - 

During the financial year ended 31 December 2012 and 31 December 2011, there were no significant transfers between levels for fair value 

measurement. 

As at 31 December 2011, there were no transfers between Level 1 and Level 3 fair value measurement. 


31 December 


RM’000 RM’000 RM’000 RM’000 

Group 


- Unquoted shares and club memberships 827 - 692 135 

Company 


- Unquoted shares and club memberships 521 - 386 135


34 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 

The Group’s financial risk management objective is to optimise value creation for shareholder whilst minimising the potential adverse impact 

arising from fluctuations in foreign currency exchange, interest rates and the unpredictability of the financial markets. 

The Group operates within an established risk management framework and clearly defined guidelines that are regularly reviewed by the Board 

of Directors and does not trade in derivative financial instruments. Financial risk management is carried out through risk review programmes, 

internal control systems, insurance programmes and adherence to the Group’s financial risk management policies. The Group is exposed mainly 

to credit risk and liquidity, interest rate risk, foreign currency exchange risk, market price risk and cash flow risk. Information on the management 

of the related exposures is detailed below. 

(i) Credit risk 





Cash deposits and trade receivables may give risk which requires the loss to be recognised if a counter party fails to perform as contracted. 

It is the Group’s policy to monitor the financial standing of these counter parties on an ongoing basis to ensure that the Group is exposed 

to minimal credit risk. 

Credit risk refers to the risk that counterparty will default on their contractual obligations resulting in financial loss to the Group. The Group 

seeks to invest cash assets safely and profitably. It also seeks to control credit risk by setting counterparty limits and ensuring that sales of 

services are made to customers with an appropriate credit history. The Group considers the risk of material loss arising in the event of nonperformance 

by a financial counterparty to be unlikely, except when management deems recoverability of specific debtors as doubtful. 

The Group’s primary exposure to credit risk arises through its trade receivables. Each customer has a maximum credit limit and the Group 

seeks to maintain strict control over its outstanding receivables via a credit control department to minimise credit risk. Overdue balances 

are reviewed regularly by senior management. 

As at the end of the reporting period, the Company has significant exposure in respect of amount owing by and advances to subsidiaries 

but there were no significant concentration of credit risk for the Company. 

The Company had guaranteed the bank credit facilities of certain subsidiaries for RM5,000,000 as at 31 December 2012 (2011: 

RM5,000,000) of which the outstanding balance is RM5,000,000 (2011: RM5,000,000). 

The Directors are of the view that the chances of the financial institutions to call upon the corporate guarantees are remote. 

215

216 


34 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) 

(i) Credit risk (continued) 

Exposure to credit risk 

At the end of the reporting period, 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. 

Information regarding credit enhancement for trade and other receivables is disclosed in Note 20 to the financial statements. 

Credit risk concentration profile 

The Group determines concentration of credit risk by monitoring the segment profiles of its trade receivables on an ongoing basis. 

The trade receivables of the Group and of the Company comprise 7 debtors (2011: 3 debtors; 1.1.2011:6 debtors) and 3 debtors (2011: 6 

debtors; 1.1.2011: 2 debtors) respectively that individually represented 4%-14% (2011: 4% -10%; 1.1.2011 4% -10%) of trade receivables. 

The credit risk concentration profile of the Group’s trade receivables at the end of the reporting period is as follows: 

By Segment 


Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

LSO 34,081 37,232 40,248 132 78 917 

IAO 38,313 30,990 33,583 27,393 23,837 14,851 

72,394 68,222 73,831 27,525 23,915 15,768



(ii) Liquidity and cash flow risk 

The Group actively manages its operating cash flows and the availability of funding to ensure all financing, repayment and funding needs 

are met. Due to the dynamic nature of the underlying business, the Group aims at maintaining flexibility in funding by keeping committed 

credit lines available. In liquidity risk management strategy, the Group measures and forecast its cash commitments and maintains a level 

of cash and bank balances deemed adequate to finance the Group’s activities. 

The Company had guaranteed the revolving credit facility of a subsidiary for RM5,000,000 as at 31 December 2012 (2011: RM5,000,000; 

1.1.2011: RM5,000,000) of which the outstanding balance is RM5,000,000 (2011: RM5,000,000; 1.1.2011: RM5,000,000). This financial 

guarantee contract balance is payable on demand. 

The Directors are of the view that the chances of the financial institutions to call upon the corporate guarantees are remote. 

Analysis of financial instruments by remaining contractual maturities 





The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the end of the reporting period based on 

contractual undiscounted repayment obligations. 

On demand 

or within One to five Contractual 

one year years cash flow 

RM’000 RM’000 RM’000 

2012 

Group 

Financial liabilities: 

Trade and other payables 60,322 - 60,322 

Borrowings 43,522 16,174 59,696 

Dividend payable 25,232 - 25,232 

Total undiscounted financial liabilities 129,076 16,174 145,250 

217

218 



(ii) Liquidity and cash flow risk (continued) 

Analysis of financial instruments by remaining contractual maturities (continued) 



contractual undiscounted repayment obligations. (continued) 

On demand 



RM’000 RM’000 RM’000 

Company 



Borrowings 31,522 16,174 47,696 

Amounts due to subsidiaries 107 - 107 

Advances from subsidiaries 76,156 - 76,156 


Financial guarantee contract 5,000 - 5,000 


2011 

Group 



Borrowings 30,820 23,236 54,056 


Total undiscounted financial liabilities 192,746 23,236 215,982











On demand 



RM’000 RM’000 RM’000 

2011 

Company 



Borrowings 25,820 23,236 49,056 


Amounts due to subsidiaries 268 - 268 




1.1.2011 

Group 



Borrowings 43,727 39,056 82,783 



219

220 





The table below summaries the maturity profile of the Group’s and the Company’s liabilities at the end of the reporting period based on 


On demand 



RM’000 RM’000 RM’000 

1.1.2011 

Company 



Borrowings 31,727 39,056 70,783 


Amounts due to subsidiaries 2,810 - 2,810 




(iii) Interest rate risk 


Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate 

because of changes in market interest rate. 

The Group’s and the Company’s exposure to interest rate risk arises primarily from deposits with licensed banks and loans and 

borrowings. 

The Group’s income and operating cash flows are substantially independent of changes in market interest rates. Interest rate exposure 

arises from the Group’s borrowings and is managed through the use of fixed and floating rate borrowings. The Group’s deposits are placed 

at fixed rates and management endeavours to obtain the best rate available in the market.



(iii) Interest rate risk (continued) 

Sensitivity analysis for interest rate risk 

At 31 December 2012, if interest rates at the date had been 50 basis points lower with all other variables held constant, post-tax profit for 

the year would have been RM196,000 (2011: RM39,000; 1.1.2011: RM266,000) higher and vice versa, arising mainly as a result of lower or 

higher interest expense on borrowings and interest income from deposits. 

The following tables set out the carrying amounts, the weighted average effective interest rates as at the end of the reporting period and 

the remaining maturities of the Group’s and the Company’s financial instruments that are exposed to interest rate risk: 

Group 

At 31 December 2012 

Fixed rate instruments 

Weighted 

average 

effective 

interest Total 

rate (per carrying 1-2 2-3 3-4 4-5 >5 

Note annum) amount

222 




Group 



Weighted 

average 

effective 



Note annum) amount




Group 

At 1.1.2011 


Weighted 

average 

effective 



Note annum) amount

224 




Company 



Weighted 

average 

effective 



Note annum) amount




Company 



Weighted 

average 

effective 



Note annum) amount

226 




Company 

At 1.1.2011 


Weighted 

average 

effective 



Note annum) amount



(iv) Foreign currency exchange risk 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign 

exchange rates. 

The Group is exposed to currency risk as a result of the foreign currency transactions in currencies other than its functional currency. The Group 

primarily operates in the domestic sector and has minimal exposure to foreign currency exchange risk. Where the Group transacts in currencies 

other than its functional currency, payments for foreign currency payables are matched against receivables denominated in the same foreign 

currency. The Group does not enter into any forward exchange contracts. 

The Group also hold cash and bank balances denominated in foreign currencies for working capital purposes. At the end of the reporting period, 

such foreign currency balances (in the United States Dollar (“USD”)) amounted to RM6,057,000 (2011: RM1,872,000) for the Group. 

Sensitivity analysis for foreign currency exchange risk 

The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change in the USD exchange rate against 

the respective functional currencies of the Group entities, with all other variables held constant: 

USD/RM 

Group Company 

2012 2011 1.1.2011 2012 2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

net of tax net of tax net of tax net of tax net of tax net of tax 

Strengthened by 2% (2011: 2%) 27 (6) - - - (1) 

Weakened by 2% (2011: 2%) (27) 6 - - - 1 

(v) Market price risk 





Market price risk is the risk that the fair value of future cash flows of the Group’s financial instruments will fluctuate because of changes 

in market prices (other than interest or exchange rates). 

227

228 



(v) Market price risk (continued) 

The Group is exposed to price risks arising from quoted investments held by the Group. They were held for strategic rather than trading 

purposes. The Group does not actively trade these investments. These instruments were classified as financial assets designated as 

available-for-sale. 

35 DISPOSAL OF SUBSIDIARY 

On 11 May 2011, the Company entered into a Share Sale Agreement with a third party to dispose off its 70% equity interest in a subsidiary, P.T. Kay 

Pi Transmalindo (“Transmalindo”) for a cash consideration of RM1.00. The sale of Transmalindo was completed on the same date. The details of 

fair values of the net assets disposed and cash outflow on disposal of the subsidiary are as follows: 

2011 

Note RM’000 

Property, plant and equipment 12 498 

Cash and cash equivalents 257 

Net current liabilities (755) 

Net assets disposed - 

Less: Proceeds from disposal* - 

Gain on disposal of a subsidiary - 

Cash consideration for the disposal * - 

Less: Cash and cash equivalents of subsidiary disposed (257) 

Cash outflow on disposal of a subsidiary (257) 

* Consideration of RM1.00. 



36 SIGNIFICANT EVENT DURING THE FINANCIAL YEAR 

On 3 March 2012, the Company entered into a Share Sale Agreement with a third party to dispose its equity interest in KP Integrated Sdn. Bhd., 

an associate of the Company for a total cash consideration of RM988,000. 

The conditions in the agreement were fulfilled on the same day. 

37 SUBSEQUENT EVENTS 





On 13 March 2013, the Company announced the resignation of its Chief Executive Officer and Executive Director, Datuk Che Azizuddin bin Che 

Ismail on account of his intention to pursue his personal business opportunities. 

Pending the appointment of a new Chief Executive Officer, Syed Yasir Arafat bin Syed Abd Kadir, Managing Partner of Investment at Ekuiti 

Nasional Berhad will chair the Executive Committee of the Company comprising members of the Company’s senior management, including 

Zulkifli bin Sarkam, who remains as the Executive Director of the Company and will oversee the day to day operations of the Company. 

229

230 


38 SUPPLEMENTARY INFORMATION ON REALISED AND UNREALISED PROFITS OR LOSSES 

Supplementary information on realised and unrealised profits or losses. 

The retained earnings of the Group and of the Company are analysed as follows: 

Total retained profits of 


Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Konsortium Logistik Berhad and its subsidiaries: 

- Realised 17,730 178,325 67,175 144,022 

- Unrealised (2,514) (1,353) (2,111) (2,127) 

Total share of accumulated losses from associates: 

15,216 176,972 65,064 141,895 

- Realised 59 (8,449) - - 

15,275 168,523 65,064 141,895 

Less: Consolidation adjustments (130,194) (274,808) - - 

Total Group/Company (accumulated losses)/retained profits as at 31 December (114,919) (106,285) 65,064 141,895

Group Properties 

# REGISTED OWNER Location Land area Existing use 

1 KONSORTIUM 

LOGISTIK 

BERHAD 

2 KONSORTIUM 

LOGISTIK 

BERHAD 

3 KONSORTIUM 

LOGISTIK 

BERHAD 

4 KONSORTIUM 

LOGISTIK 

BERHAD 

5 KONSORTIUM 

LOGISTIK 

BERHAD 

6 DIPERDANA 

KONTENA SDN. BHD. 

Lot No 2523 & 2524 HS(D) 

No. 728 & 729, 

Section 4, Butterworth, 

Daerah Seberang Prai 

Utara, Pulau Pinang 

Lot No. 1-11A, 

Fasa 1, Cheng Industrial 

Estate, Mukim Bertam, 

Melaka, 73250 Melaka 

Lo No. 5628, Pulau Indah, 

42009 Pelabuhan Klang, 

Selangor 

PLO No. 492, Jalan Keluli 

12 Kawasan Perindustrian 

Pasir Gudang, 81700 Pasir 

Gudang, Johor 

Lot 6, Jalan Mohamed 3, 

Bandar Sultan Suleiman, 

42000 Port Klang, 

Selangor 

No. 2001, Mukim 1, 

Lorong Perusahaan 1, 

Prai Industrial Estate, 

13600 Prai, Pulau Pinang 

Build-up 

(approx.age) 

of building Tenure 

0.09 acres Vacant 2,480 sq.ft. 

(21 years) 

4.66 acres Interchange/ 

Transshipment 

35 acres Warehouse 478,000 sq.ft. 

(15 years) 

1.5246 million 

sq.ft. 

- Haulage 

Operations 

Haulage 

Operations 

435,774 sq.ft. Haulage 

Operations 

2,906 sq.ft. 

(20 years) 

104,337 sq.ft. 

(12 years) 

91,337 sq.ft. 

(18 years) 

NBV as 

at 31 Dec 

2012 

(RM’000) 

Date of Last 

Revaluation 

Date of 

Acquisition 

Freehold 350 - 1992 

- Leasehold 1,687 - 1992 

Leasehold 

27 years 

(expiring in 

31/8/2024) 

Leasehold 

30 years 

(expiring in 

11/11/2023, 

option to 

renew) 

Leasehold 

99 years 

(title not issued 

yet) 

Leasehold 

60 years 

(expiring in 

year 2034) 




231 

18,425 - 1998 

1,375 2002 1993 

30,918 2010 2001 

7,283 2008 1995

232 

Group Properties (cont’d) 

# REGISTED OWNER Location Land area Existing use 

7 KAYPI SOUTHERN 

TERMINAL 

SDN. BHD. 

8 KPB SADAO 

ICD CO. LTD 

No. 492, Jalan Keluli 12, 

Kawasan Perindustrian, 

Pasir Gudang, 81700 Pasir 

Gudang, Johor 

No. 153 Village No. 1, 

Kanjanawanich rd, 

Samnakkham, Sadao, 

Songkhla 

9 PNSL BERHAD Plot No. 19, Kawasan 

Padang Lalang, Mukim Air 

Hangat, Daerah Langkawi, 

Kedah 

10 PNSL BERHAD Unit No. LA/16, 4th Floor, 

Main Block, Awana 

Condominium, Genting 

Highlands, Pahang 

11 MALAYSIAN 

SHIPPING AGENCIES 

SDN. BHD. 

12th Floor, Unit No. 13/006 

Casa Mila Tower, Bukit 

Idaman, Batu Caves, 68100 

Selangor 

12.87 acres Haulage 

Operations 

3.501 million 

sq.ft. 

Build-up 

(approx.age) 

of building Tenure 

- Leasehold 

30 years 

(expiring in 

11/11/2023, 

with 30 years 

option to 

renew) 

NBV as 

at 31 Dec 

2012 

(RM’000) 

Date of Last 

Revaluation 

Date of 

Acquisition 

2,562 2002 1993 

Vacant 571,937 sq.ft. Freehold 17,243 - 2012 

1,238 sq.ft. Shophouse 1,238 sq.ft. 

(27 years) 

835 sq.ft. Residental 

apartment 

1,181 sq.ft Residental 

apartment 

835 sq.ft. 

(26 years) 

1,181 sq.ft. 

(18 years) 

Leasehold 70 - 1986 

Leasehold 133 - 1987 

Leasehold 

99 years 

(expiring in 

2094) 

191 - 1995

Analysis of Shareholdings as at 25 April 2013 

Authorised Share Capital : RM300,000,000 

Issued and Paid-up Share Capital : RM252,318,358 

Class of Shares : Ordinary Shares of RM1.00 each 

Voting Rights : One (1) vote per Ordinary Share 

DISTRIBUTION OF SHAREHOLDINGS 

Size of Shareholdings No. of Shareholders % No. of Shares % 

1 – 99 490 8.12 23,390 0.01 

100 – 1,000 320 5.30 191,519 0.08 

1,001 – 10,000 4,240 70.23 13,581,115 5.38 

10,001 – 100,000 916 15.17 23,643,680 9.37 

100,001 to less than 5% of issued shares 68 1.13 36,735,375 14.56 

5% and above of issued shares 3 0.05 178,143,279 70.60 

Total 6,037 100.00 252,318,358 100.00 

DIRECTORS’ SHAREHOLDINGS 

(Based on the Register of Directors’ Shareholdings) 




No. of Shares Held 

Name of Directors Direct Interest % Indirect Interest % 

1. Zulkifli bin Sarkam 2,802,554 1.11 - - 

2. Haji Ismett Azyze bin Hamad Abbdul Azyze - - - - 

3. Mohd Aminudin bin Mustapha - - - - 

4. Dato’ Rosli bin Sharif - - - - 

5. Dato’ Seri Talaat bin Husain - - - - 

6. Dato’ Abdul Rahman bin Ahmad - - - - 

7. Nik Johaan bin Nik Hashim - - - - 

Save as disclosed above, none of the Directors of the Company has any interest, direct or indirect, in the related corporation of Konsortium Logistik Berhad. 

233

234 

Analysis of Shareholdings as at 25 April 2013 (cont’d) 

SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS 

(Based on the Register of Substantial Shareholders) 

No. of Shares Held 

Name of Substantial Shareholders Direct Interest % Indirect Interest % 

1. Lembaga Tabung Haji 22,680,957 8.99 - - 

2. Bendahara 1 Sdn Bhd 155,462,322 61.61 - - 

3. E-Cap (Internal) One Sdn Bhd - - 155,462,322 (1) 61.61 

4. Ekuinas Capital Sdn Bhd - - 155,462,322 (2) 61.61 

5. Yayasan Ekuiti Nasional - - 155,462,322 (3) 61.61 


(1) Deemed interested by virtue of its substantial shareholdings in Bendahara 1 Sdn Bhd. 

(2) Deemed interested by virtue of its substantial shareholdings in E-Cap (Internal) One Sdn Bhd. 

(3) Deemed interested by virtue of its substantial shareholdings in Ekuinas Capital Sdn Bhd. 

LIST OF TOP THIRTY (30) SHAREHOLDERS 

(Based on the Record of Depositors) 

Name of Shareholders No. of Shares % 

1. Amsec Nominees (Tempatan) Sdn Bhd 106,674,423 42.28 

Pledged Securities Account - Ambank (M) Berhad for Bendahara 1 Sdn Bhd 

2 Bendahara 1 Sdn Bhd 48,787,899 19.34 

3 Lembaga Tabung Haji 22,680,957 8.99






4 Amsec Nominees (Tempatan) Sdn Bhd 7,178,508 2.85 

Pledged Securities Account - Ambank (M) Berhad for Peringkat Prestasi (M) Sdn Bhd 


Pledged Securities Account - Ambank (M) Berhad for Che Azizuddin bin Che Ismail (KONSORT) 


Pledged Securities Account - Ambank (M) Berhad for Zulkifli bin Sarkam (KONSORT) 

7 Raja Eleena binti Raja Azlan Shah 1,898,965 0.75 

8 HDM Nominees (Tempatan) Sdn Bhd 1,723,025 0.68 

Pledged Securities Account for Oh Chee Wei (M02) 


Pledged Securities Account - Ambank (M) Berhad for Thoo Wy Kit (KONSORT) 

10 HSBC Nominees (Asing) Sdn Bhd 936,100 0.37 

Exempt An for Credit Suisse (SG BR-TST-Asing) 

11 CIMSEC Nominees (Tempatan) Sdn Bhd 762,300 0.30 

Pledged Securities Account For Leong Kin Mun (Puchong-CL) 


CIMB Bank for Leong Kin Mun (MY1539) 

235

236 



13 Cheah Lam Mooi 637,260 0.25 

14 Thong Weng kin 614,296 0.24 

15 RHB Capital Nominees (Tempatan) Sdn Bhd 566,723 0.22 

Pledged Securities Account for Noor Azman @ Noor Hizam B Mohd Nurdin (CEB) 

16 Tung Yoke Lan 539,200 0.21 


CIMB for Sew Chaw Eng @ Siew Choon Eng (PB) 

18 AllianceGroup Nominees (Tempatan) Sdn Bhd 432,500 0.17 

Pledged Securities Account for Rafidah binti Abdul Aziz (8086276) 

19 Tew Peng Hwee @ Teoh Peng Hwee 400,000 0.16 

20 Foo Loke Weng 380,740 0.15 


CIMB for Tee Ching Chew (PB) 

22 Zulkifli bin Sarkam 352,554 0.14 

23 Public Nominees (Tempatan) Sdn Bhd 323,900 0.13 

Pledged Securities Account for Tan Kong Han (SS2/PIV) 

24 Nik Mohamad Pena bin Nik Mustapha 310,810 0.12 

25 Lee Kook Fong @ Lee Kok Fong 307,573 0.12






26 Yee Hooi Seng 291,274 0.12 

27 Abdul Rahim bin Idris 291,049 0.12 

28 Pan Chen Chiek 282,900 0.11 

29 Ng Swee Seong 275,000 0.11 

30 Tee Ah Ling 251,000 0.10 

Total 208,874,472 82.78 

237

238 

Notice of Annual General Meeting 

NOTICE IS HEREBY GIVEN THAT the 27th Annual General Meeting of Konsortium Logistik Berhad (“KLB” or “the Company”) will be held at Glenmarie 

Ballroom A, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Monday, 17 

June 2013 at 11.00 a.m. for the following purposes: 

As Ordinary Business 

1. To receive the Audited Financial Statements for the financial year ended 31 December 2012 and the Reports 

of the Directors and Auditors thereon. 

2. To approve the payment of Directors’ fees of RM331,000.00 for the financial year ended 31 December 2012. 

3. To re-elect the following Directors who retire by rotation pursuant to Article 82(1) of the Company’s Articles of 

Association: 

(a) Zulkifli bin Sarkam 

(b) Nik Johaan bin Nik Hashim 

4. To re-elect Dato’ Abdul Rahman bin Ahmad as Director who retires pursuant to Article 82(5) of the Company’s 

Articles of Association. 

5. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors 

to fix the Auditors’ remuneration. 

As Special Business 

To consider and if thought fit, to pass the following Ordinary Resolutions: 

6. Authority for Directors to issue shares pursuant to Section 132D of the Companies Act 1965. 

“THAT, pursuant to Section 132D of the Companies Act 1965, the Articles of Association of the Company and 

subject to the approvals of the relevant government and/or regulatory authorities, the Directors be and are 

hereby authorised to issue shares of the Company from time to time upon such terms and conditions for 

(Ordinary Resolution 1) 






(Ordinary Resolution 7)

Notice of Annual General Meeting (cont’d) 

such purposes and to such person or persons whomsoever as the Directors may, in their absolute discretion 

deem fit and expedient in the best interest of the Company, provided that the aggregate number of shares 

to be issued pursuant to this resolution does not exceed 10% of the total issued and paid-up share capital of 

the Company for the time being AND THAT such authority shall continue in force until the conclusion of the 

next Annual General Meeting of the Company.” 

7. Proposed Share Buy-Back of up to 10% of the issued and paid-up share capital of Konsortium Logistik Berhad 

(“Proposed Share Buy-Back”). 

“THAT subject always to the Companies Act 1965, Main Market Listing Requirements of Bursa Malaysia 

Securities Berhad (“Bursa Securities”), Articles of Association of the Company, other applicable laws, 

guidelines, rules and regulations, and the approvals of the relevant government/regulatory authorities, the 

Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the 

Company as may be determined by the Directors from time to time through Bursa Securities, upon such 

terms and conditions as the Directors may deem fit in the interest of the Company provided that: 

(a) the aggregate number of ordinary shares purchased and/or held by the Company as treasury shares 

shall not exceed 10% of the issued and paid-up ordinary share capital of the Company at the time of 

purchase; and 

(b) the maximum funds to be allocated by the Company for the purpose of purchasing its own shares 

shall not exceed the total retained profits and share premium account of the Company at the time of 

purchase; 

AND THAT the Directors of the Company be and are hereby authorised to deal with the shares so purchased 

in their absolute discretion in the following manner: 

(a) cancel the shares so purchased; or 

(b) retain the shares so purchased as treasury shares for distribution as share dividends to the shareholders 

and/or resell on the market of Bursa Securities; or 

(c) retain part of the shares so purchased as treasury shares and cancel the remainder, 





239

240 


AND THAT such authority conferred by this resolution shall continue to be in force until: 

(a) the conclusion of the next Annual General Meeting of the Company following the forthcoming Annual 

General Meeting at which such resolution was passed at which time the said authority will lapse, unless 

renewed by an ordinary resolution passed by the shareholders of the Company at that general meeting, 

either unconditionally or subject to conditions; or 

(b) the expiration of the period within which the next Annual General Meeting is required by law to be held; 

or 

(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in general 

meeting, 

whichever occurs first, 

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 and give full effect to the Proposed Share Buy-Back with full powers to 

assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the 

relevant authorities.” 

8. To transact any other business for which due notice has been given in accordance with the Articles of 

Association of the Company. 

BY ORDER OF THE BOARD 

Leong Oi Wah (MAICSA 7023802) 

Lim Siau Cheng (MAICSA 7060871) 

Company Secretaries 

Selangor Darul Ehsan 

23 May 2013


NOTES: 

1. Appointment of Proxy 




(i) A Member entitled to attend and vote at the meeting is entitled to appoint a proxy but shall not be more than two (2) proxies to attend and 

vote at the same meeting and such appointment shall be invalid unless he specifies the proportions of his holding to be represented by each 

proxy. A proxy may but need not be a Member of the Company and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not 

apply to the Company. 

(ii) Where a Member of the Company is an exempt authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991 

which is exempted from compliance with the provisions of subsection 25A(1) of the Securities Industry (Central Depositories) Act 1991, which 

holds ordinary shares in the company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the 

number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 

(iii) The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under its 

common seal or under the hand of an officer or attorney duly recognised. 

(iv) A proxy appointed to attend a general meeting of the Company shall be entitled to vote on show of hands on any question at any general 

meeting and shall have the same rights as the Member to speak at the general meeting. Where more than one (1) Member appoints the same 

person as their proxy, then the proxy’s vote, on a show of hands will be counted only as one (1) vote. 

(v) If no name is inserted in the space for the name of your proxy or proxies, the Chairman of the Meeting will act as your proxy, provided always 

that the rest of the proxy form, other than the particulars of the proxy have been duly completed by the Member. 

(vi) The Form of Proxy must be lodged at the office of the Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, 

Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the 

time set for holding of the meeting. 

(vii) Only depositors whose names appear in the Record of Depositors as at 11 June 2013 shall be regarded as Member of the Company entitled to 

attend, speak and vote at the 27th Annual General Meeting or appoint a proxy to attend and vote on his behalf. 

241

242 


2. Explanatory Notes on Special Business 

(i) Ordinary Resolution 7 

Authority for Directors to issue shares pursuant to Section 132D of the Companies Act 1965 

The proposed Ordinary Resolution 7, if passed, will give powers to the Directors to issue up to a maximum 10% of the issued share capital of 

the Company for the time being for such purposes as the Directors would consider in the best interest of the Company. This authority, unless 

revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting of the Company. 

The general mandate sought for issue of securities at the 26th Annual General Meeting held on 20 June 2012 was not used and a renewal of 

this general mandate is sought at the 27th Annual General Meeting to be held on 17 June 2013. The renewal of the general mandate is to provide 

flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval 

so as to avoid incurring additional cost and time. The purpose of this general mandate is for possible fund raising exercises including but not 

limited to further placement of shares for purpose of funding current and/or future investment projects, working capital and/or acquisitions. 

(ii) Ordinary Resolution 8 

Proposed Share Buy-Back 

The proposed Ordinary Resolution 8, if passed, will empower the Directors to purchase the Company’s shares up to 10% of the issued and 

paid-up share capital of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next 

Annual General Meeting. 

Please refer to the Circular to Shareholders in relation to the Proposed Share Buy-Back dated 23 May 2013 despatched together with the 

Company’s Annual Report 2012 for further information.

FORM OF PROXY 

Number of Shares Held 

- - 

CDS Account No. 

KONSORTIUM LOGISTIK BERHAD 

(Company No. 89243-A) 

(Incorporated in Malaysia) 

I/We ___________________________________________________________________________________________________________________________ (full name in capital letters) 

NRIC No./Company No ________________________________________________________ of ________________________________________________________________________ 

___________________________________________________________________________________________________________________________________________ (full address) 

being a Member of KONSORTIUM LOGISTIK BERHAD, hereby appoint 

(Proxy A) _______________________________________________________________________________________________________________________ (full name in capital letters) 

NRIC No. ___________________________________________________________________ of _________________________________________________________________________ 

*and/or failing him/her 

(Proxy B) _______________________________________________________________________________________________________________________ (full name in capital letters) 

NRIC No. ___________________________________________________________________ of_______________________________________________________________ (full address) 

and/or failing him/her, *the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the 27th Annual General Meeting of the Company to be 

held at Glenmarie Ballroom A, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Monday, 17 June 

2013 at 11.00 a.m. or any adjournment thereof. 

The proportions of my/our holding to be represented by my/our proxy/proxies are as follows: 

Proxy A % 

Proxy B % 

100 % 

My/our proxy/proxies shall vote as follows: 

(Please indicate with an “X” in the spaces provided below how you wish your votes to be cast. If you do not do so, the proxy/proxies will vote or abstain from voting at his/her discretion.) 

NO. ORDINARY RESOLUTIONS FOR AGAINST 

1. Receipt of Audited Financial Statements for the financial year ended 31 December 2012 and the Reports of the Directors and Auditors thereon 

2. Approval of payment of the Directors’ fees 

3. Re-election of Zulkifli bin Sarkam as Director 

4. Re-election of Nik Johaan bin Nik Hashim as Director 

5. Re-election of Dato’ Abdul Rahman bin Ahmad as Director 

6. Re-appointment of Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix the Auditors’ remuneration 

7. Authority for Directors to issue shares 

8. Proposed Share Buy-Back 

Signed this ____________ day of ____________ , 2013 

_____________________________ 

Signature of Member/Common Seal 

* Strike out whichever not applicable 


(i) A Member entitled to attend and vote at the meeting is entitled to appoint a proxy but shall not be more than two (2) proxies to attend and vote at the same meeting and such appointment shall 

be invalid unless he specifies the proportions of his holding to be represented by each proxy. A proxy may but need not be a Member of the Company and the provisions of Section 149(1)(b) of the 

Companies Act 1965 shall not apply to the Company. 

(ii) Where a Member of the Company is an exempt authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991 which is exempted from compliance with the provisions 

of subsection 25A(1) of the Securities Industry (Central Depositories) Act 1991, which holds ordinary shares in the company for multiple beneficial owners in one securities account (“omnibus account”), 

there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 

(iii) The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under its common seal or under the hand of an officer or attorney 

duly recognised. 

(iv) A proxy appointed to attend a general meeting of the Company shall be entitled to vote on show of hands on any question at any general meeting and shall have the same rights as the Member to 

speak at the general meeting. Where more than one (1) Member appoints the same person as their proxy, then the proxy’s vote, on a show of hands will be counted only as one (1) vote. 

(v) If no name is inserted in the space for the name of your proxy or proxies, the Chairman of the Meeting will act as your proxy, provided always that the rest of the proxy form, other than the particulars 

of the proxy have been duly completed by the Member. 

(vi) The Form of Proxy must be completed and lodged at the office of the Share Registrar, Symphony Share Registrars Sdn Bhd at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 

Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time set for holding of the meeting. 

(vii) Only depositors whose names appear in the Record of Depositors as at 11 June 2013 shall be regarded as Member of the Company entitled to attend, speak and vote at the 27th Annual General 

Meeting or appoint a proxy to attend and vote on his behalf.

Please fold here to seal 

Please fold here 

The Share Registrar 

Symphony Share Registrars Sdn Bhd 

Level 6, Symphony House 

Pusat Dagangan Dana 1 

Jalan PJU 1A/46 

47301 Petaling Jaya 

Selangor Darul Ehsan 


AFFIX 

STAMP

Notes To The Financial Statements - Announcements - Bursa Malaysia

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