ANNUAL REPORT 2012 - Wawasan TKH Holdings Berhad

WAWASAN TKH HOLDINGS BERHAD (540218-A) | ANNUAL REPORT 2012 

WAWASAN TKH HOLDINGS BERHAD 

(540218-A) 

Wisma TKH, Lot 6, Jalan Teknologi, 

Taman Sains Selangor 1, Kota Damansara, 

47810 Petaling Jaya, Selangor Darul Ehsan. 

Tel : 03 6286 0888 Fax : 03 6286 0997 ANNUAL REPORT 2012

CONTENTS 

2 

3 

5 

6 

9 

10 

15 

17 

19 

101 

102 

103 

Corporate Information 

Chairman’s Statement 

5-Year Financial Highlights 

Directors’ Profile 

Corporate Structure 

Statement on Corporate Governance 

Statement on Risk Management 

& Internal Control 

Audit Committee Report 

Financial Statements 

Properties of the Group 

Statement of Directors’ Shareholdings 

Statistics on Shares 

Notice of Annual General Meeting 

• Proxy Form

002 

CORPORATE INFORMATION 

BOARD 

OF DIRECTORS 

Dato’ Tan Kim Hor 

Executive Chairman 

Dato’ Tan Boon Pun 

Dato’ Tan Hoe Pin 

Executive Director 

Dr. Tan Ban Leong 


Michael Lim Hee Kiang 

Independent Non-Executive Director 

YAM Datuk Seri Tengku Ahmad Shah Al-Haj 

Ibni Almarhum Sultan Salahuddin Abdul 

Aziz Shah Al-Haj 


Geh Cheng Hooi 


AUDIT 

COMMITTEE 

Geh Cheng Hooi (Chairman) 








COMPANY 

SECRETARIES 

Ng Yen Hoong 

(LS 008016) 

REGISTERED 

OFFICE 

SHARE 

REGISTRAR 

PRINCIPAL PLACE 

OF BUSINESS 

Wong Peir Chyun 

(MAICSA 7018710) 

Level 18, The Gardens North Tower 

Mid Valley City, Lingkaran Syed Putra 

59200 Kuala Lumpur 

T 03 – 2264 8888 

F 03 – 2282 2733 

Tricor Investor Services Sdn. Bhd. 

Level 17,The Gardens North Tower 

Mid Valley City, Lingkaran Syed Putra 


T 03 – 2264 3883 

F 03 – 2282 1886 

Wisma TKH, Lot 6, Jalan Teknologi 

Taman Sains Selangor 1,Kota Damansara 

47810 Petaling Jaya, Selangor Darul Ehsan 

T 03 – 6286 0888 

F 03 – 6286 0997 

REMUNERATION 

COMMITTEE 

Michael Lim Hee Kiang (Chairman) 






NOMINATION 

COMMITTEE 

Michael Lim Hee Kiang (Chairman) 






AUDITORS 

BDO (AF 0206) 

Chartered Accountants 

12th Floor Menara Uni.Asia 

1008 Jalan Sultan Ismail 

50250 Kuala Lumpur Malaysia 

T 03 – 2616 2888 

F 03 – 2616 3190, 2616 3191 

PRINCIPAL 

BANKERS 

Malayan Banking Berhad 

Public Bank Berhad 

Hong Leong Bank Berhad 

AmBank (M) Berhad 

STOCK EXCHANGE LISTING 

Main Market of 

Bursa Malaysia Securities Berhad

CHAIRMAN’S STATEMENT 

003 

Dear Shareholders, 

On behalf of the Board of Directors, it gives me great pleasure to present the 

Annual Report of Wawasan TKH Holdings Berhad for the financial year ended 

31 December 2012. 

BUSINESS AND FINANCIAL REVIEW 

Year 2012 was another challenging year for 

Wawasan TKH Holdings Berhad amid increased 

global uncertainty and the ongoing Euro zone 

debt crises. The prevailing volatility in foreign 

currency exchange rates, escalating crude 

oil prices and energy cost continue to pose a 

threat to the Group’s business and bottom line. 

For the financial year ended 31 December 

2012, the Group recorded revenue of RM54.4 

million as compared to the revenue of RM70.3 

million registered in the preceding financial year. 

On the back of the lower revenue, the Group 

recorded a lower loss before taxation of RM10.5 

million vis-a-vis loss before taxation of RM15.1 

million incurred in the preceding financial year. 

Disposable foodwares business remains the 

main contributor to the Group’s turnover. The 

business continues to operate in a challenging 

environment impacted by escalating prices of 

petrochemical resin materials, rising fuel and 

energy cost. Turnover for the financial year 

ended 31 December 2012 was RM41.7 million 

as opposed to RM57.5 million achieved in the 

preceding financial year. The lower sales were 

confined by production constraints. Nonetheless, 

stronger sales were registered in the last quarter 

of the financial year ended 31 December 2012 

as a result of higher productivity pursuant to the 

renewal program for its machineries and moulds. 

Loss before taxation registered for the financial 

year ended 31 December 2012 was RM9.9 million 

and is higher than the loss before taxation for 

the preceding financial year of RM8.3 million, 

mainly contributed by repeated breakdown 

of production facilities especially in the first 

half of the financial year ended 31 December 

2012. The division recorded a lower pretax loss 

towards second half of the financial year ended 

31 December 2012 in tandem with the ongoing 

cost rationalisation exercise and machineries 

and moulds renewal programs. It is very 

encouraging to see that the ongoing initiatives 

implemented had led to a lower cost, higher 

productivity and improved efficiency environment. 

The kaolin mining business recorded a 

marginally lower turnover of RM12.7 million 

in the financial year ended 31 December 

2012 as compared to a turnover of RM12.8 

million achieved in the preceding financial 

year. In spite of lower sales, pretax loss for 

the financial year ended 31 December 2012 

of RM1.9 million was lower than the preceding 

financial year, demonstrating an improvement 

of RM0.8 million from pretax loss of RM2.7 

million recorded in the preceding financial year. 

The continuous effort of cost rationalisation and 

the operation of the new plant in the financial 

year ended 31 December 2012 had resulted in 

higher productivity and lower cost of production 

amid the threat of higher fuel and energy costs. 

A new kaolin product mix was introduced in 

the third quarter of financial year ended 31 

December 2012 which carries a higher margin 

despite a lower selling price and had received 

encouraging response from the market. The 

production process was temporarily disrupted 

in the last quarter of the financial year ended 

31 December 2012 as a result of unexpected 

breakdown of production equipment. Necessary 

actions were taken to rectify the disruption and 

production activity has since been operating 

normally. 

DIVIDEND 

No dividend was paid since the end of the 

previous financial year. The Board of Directors 

did not recommend any dividend for the 

financial year ended 31 December 2012. 

CORPORATE DEVELOPMENT 

On 24 April 2012 and 14 December 2012, 

Wawasan TKH Sdn. Bhd., a major shareholder 

of the Company exercised 5 million and 

11 million detachable warrants 2008/2013 

respectively at exercise price of RM0.21 

per warrant on the basis of one (1) new 

ordinary share for every one (1) warrant 

exercised pursuant to the Deed Poll dated 

24 July 2008. The new ordinary shares of 

RM0.10 each rank pari passu in all respect 

with the existing shares of the Company.

004 

CHAIRMAN’S STATEMENT (cont’d) 

CORPORATE SOCIAL RESPONSIBILITY 

The Group recognises the importance of 

Corporate Social Responsibility in the process of 

pursuing its business objectives. Subsequent to 

the introduction of JASA Eco in year 2010, the 

disposable foodwares division namely Greatpac 

Sdn. Bhd., had further expanded the range of 

environment friendly products. In addition to 

the starch based biodegradable and bio-based 

products, we have expanded into additive based 

foam and plastic products which are 100% 

biodegradable and blended starch with poly 

lactic acid (PLA) range of compostable products. 

The continuous innovation efforts have enabled 

the division to produce new products which are 

recyclable and environment friendly. 

The Group provides and maintains a safe and 

healthy workplace for its employees and visitors. 

Continuous staff development efforts are being 

taken to equip employees with the necessary 

skills and knowledge to create a highly efficient 

and productive work force. Compliance with the 

food safety management system (FSMS) and 

hazard analysis critical control point (HACCP) 

with the accreditation of ISO 22000:2005 

provide assurance of our continuous commitment 

to product quality. 

ACKNOWLEDGEMENT 

I wish to express my sincere gratitude and 

appreciation to my fellow Board members for 

their invaluable contribution and wisdom in 

steering the Group towards achievement of 

our objectives. 

On behalf of the Board, I wish to express 

our gratitude and appreciation to all our 

shareholders for your continued support 

and confidence in our business and the 

management. I would also like to thank the 

management and staff for their unwavering 

dedications and commitments. 

Finally, I would like to extend my appreciation 

to the Government, Bursa Malaysia, Securities 

Commission, our customers, suppliers, bankers, 

auditors, advisors, business associates for their 

continuous support and trust to the Group. 



FUTURE PROSPECTS 

The Group expects to gain a bigger share of the 

export market with the introduction of more 

environmental friendly products range for its 

disposable foodwares division. The JASA Eco 

products had received favorable response in the 

market and the Group anticipates penetration 

of more market segment moving forward. 

With the recent upgrading of the production 

capacity, operation of a new plant, cost 

rationalisation and introduction of new products, 

the kaolin mining business is expected to achieve 

a higher productivity and turnover in the coming 

months. 

The prolonged uncertainties of the global 

economic environment and prevalent volatile raw 

material prices and energy costs are significant 

factors that could impact the performance of the 

Group in the coming years. Nevertheless, the 

Group will continue to enhance its competitive 

edge, productivity and also strategic marketing 

efforts to increase its market share with the 

ultimate view to turn the business around.

FIVE-YEAR FINANCIAL HIGHLIGHTS 

005 

2012 

2011 

2010 

2009 

2008 

RM'000 

RM'000 

RM'000 

RM'000 

RM'000 

Revenue 

54,407 

70,340 

69,574 

82,796 

91,586 

Loss before tax 

(10,538) 

(15,129) 

(17,554) 

(28,860) 

(24,462) 

- continuing operations 

(10,538) 

(15,129) 

(17,554) 

(28,860) 

(30,725) 

- discoutinued operations 

- 

- 

- 

- 

6,263 

Net loss attributable to 

owners of the parent 

(10,245) 

(14,784) 

(16,576) 

(28,527) 

(24,372) 


(10,245) 

(14,784) 

(16,576) 

(28,527) 

(30,635) 

- discoutinued operations 

- 

- 

- 

- 

6,263 

Shareholders' equity 

15,356 

22,236 

20,863 

21,763 

50,375 

Basic (loss)/earnings per share (sen) 


(2.27) 

(3.56) 

(5.75) 

(9.89) 

(15.44) 

- discontinued operations 

- 

- 

- 

- 

3.16 

Net assets per share (RM) 

0.03 

0.05 

0.07 

0.08 

0.17 

54,407 

REVENUE RM’000 

70,340 69,574 

82,796 91,586 

LOSS BEFORE TAX RM’000 

2012 2011 2010 2009 2008 

(10,538) 

(15,129) 

(17,554) 

(28,860) 

(24,462) 

2012 2011 2010 2009 2008

006 

DIRECTORS' PROFILE ___________________________________ 

DATO’ TAN KIM HOR 


Dato’ Tan Kim Hor, a Malaysian, aged 90, is the 

Executive Chairman of the Company and was 

appointed to the Board on 3 May 2006. He is 

the co-founder of Tan Chong Motor Group which 

includes Tan Chong International Limited, Tan 

Chong Motor Holdings Berhad, APM Automotive 

Holdings Berhad and Warisan TC Berhad. 

His leadership has seen the expansion and 

development through several significant phases 

of the Tan Chong Motor Group’s growth and 

history, developed from a humble startup to a 

prominent Malaysian conglomerate. 

In recognition for his entrepreneurship 

achievements and contributions to the nation, 

he was awarded the title JP and also KMN by the 

Yang di-Pertuan Agong in 1976. He was further 

honoured with the DPMS title from the Sultan of 

Selangor on 8 March 1981. 

As an entrepreneur with over 7 decades of 

extensive experience, and after his departure 

from Tan Chong Group, he founded Wawasan 

TKH Sdn. Bhd. in 2004. Dato’ Tan is also greatly 

involved in community work and philanthropy 

and is currently serving on boards of many 

educational and charitable organisations. 

Dato’ Tan is the father of Dato’ Tan Boon Pun, 

Dato’ Tan Hoe Pin and Dr. Tan Ban Leong and 

is a substantial shareholder of the Company. 

Dato’ Tan attended all of the 5 Board of 

Directors’ meetings held during the financial 

year ended 31 December 2012. He has never 

been convicted for any offence within the past 

10 years. 

DATO’ TAN BOON PUN 

Executive Director / Chief Executive Officer 

Dato’ Tan Boon Pun, a Malaysian, aged 56, 

is the Executive Director and Chief Executive 

Officer of the Company and was appointed to 

the Board on 30 August 2005. He graduated 

from the University of Warwick, United Kingdom 

with a Bachelor of Science (Honours) Degree in 

Management Science. 

Dato’ Tan is widely regarded as a prominent 

personality in the motor assembly, cosmetic, 

lingerie, and tour businesses. In recognition 

for his outstanding entrepreneurship and 

contribution to the society at large, he was 

being conferred Darjah Dato’ Paduka Tuanku 

Ja’afar (D.P.T.J) by the Yang di-Pertuan Besar of 

Negeri Sembilan on 19 July 2005. 

Dato’ Tan is the son of Dato’ Tan Kim Hor and 

the brother of Dato’ Tan Hoe Pin and Dr. Tan Ban 

Leong. Dato’ Tan attended all of the 5 Board of 

Directors’ meetings held during the financial year 

ended 31 December 2012. He is a substantial 

shareholder of the Company and has never been 

convicted for any offence within the past 10 

years. 

DATO’ TAN HOE PIN 


Dato’ Tan Hoe Pin, a Malaysian, aged 55, is the 

Executive Director of the Company and was 

appointed to the Board on 5 September 2005. 

He holds a Bachelor of Arts (Honours) Degree 

in Management Science with Computing from 

the University of Kent at Canterbury, United 

Kingdom. 

Dato’ Tan has more than 20 years experience 

in the automotive industry beginning in 1980 

when he joined Tan Chong Motor Holdings 

Bhd in Malaysia before transferring to its 

subsidiary in Singapore, Tan Chong & Sons 

Motor Co (Singapore) Pte. Ltd. He returned to 

Tan Chong Malaysia in 1986 as the Marketing 

Director and was subsequently appointed as 

the Deputy Managing Director. In 2003, Dato’ 

Tan joined DaimlerChrysler Malaysia as Vice 

President, Mitsubishi Operation. Following this, 

he was appointed as Advisor to DaimlerChrysler 

Malaysia in June 2004 for a year. 

Dato’ Tan began his career in 1978 in Tan Chong 

Group and had served in several capacities 

within the Tan Chong Group of Companies 

for over 25 years. During his tenure in the 

Tan Chong Group, he had spearheaded the 

automotive assembly business in his capacity 

as Managing Director of Tan Chong Motor 

Assemblies Sdn. Bhd.. In addition, he was 

instrumental in building the cosmetic, lingerie 

and tour businesses into prominent market 

leaders in their respective industry in the Tan 

Chong Group.

__________________________________ DIRECTORS' PROFILE 

007 

Dato’ Tan is widely regarded as a prominent 

personality in the automotive industry in the 

country. In recognition of his achievement and 

contribution to society at large, he was conferred 

Darjah Setia Pangkuan Negeri (D.S.P.N.) by the 

Yang di-Pertua Negeri Pulau Pinang on 8 July 

2006. 

Dato’ Tan is the son of Dato’ Tan Kim Hor and 

the brother of Dato’ Tan Boon Pun and Dr. Tan 

Ban Leong. Dato’ Tan attended all the 5 Board of 

Directors’ meetings held during the financial year 

ended 31 December 2012. He is a substantial 

shareholder of the Company and has never been 

convicted for any offence within the past 10 

years. 

In 2005, he joined a new group of companies 

comprising of TKH Auto Parts Sdn Bhd., TKH 

Manufacturing Sdn. Bhd., Automotive Design 

Services Sdn. Bhd. and Automotive Seat 

Assembly Sdn. Bhd. focusing on automotive seat 

manufacture, supplying passenger vehicle seats 

to local car assemblers and commercial vehicle 

seats for both domestic and export markets. 

Dr. Tan is the son of Dato’ Tan Kim Hor and the 

brother of Dato’ Tan Boon Pun and Dato’ Tan Hoe 

Pin. Dr. Tan attended all 5 Board of Directors 

meetings held during the financial year ended 31 

December 2012. He is a substantial shareholder 

of the Company and has never been convicted 

for any offence within the past 10 years. 

DR. TAN BAN LEONG 


Dr. Tan Ban Leong, a Malaysian, aged 52, is 

the Executive Director of the Company and was 

appointed to the Board on 5 September 2005. He 

holds a Bachelor of Dental Surgery (1983) from 

the University of Dundee, Scotland and received 

the Master of Science (Children’s Dentistry) from 

University of London in 1986. 

Dr. Tan has more than 20 years of extensive 

experience in the automotive industry. He 

started his career in the automotive industry in 

1988 as Operations Manager with Motor Image 

Enterprises Pte. Ltd., the sole distributor for 

Subaru cars, in Singapore. From 1994 to 1998, 

he held several senior positions at Motor Ultima 

Pte. Ltd. and Auto GTI Pte. Ltd. (sole distributor 

of Audi and Volkswagen in Singapore), including 

serving as the Deputy General Manager and 

subsequently as the General Manager. 

In 1998, he returned to Malaysia to join 

the Automotive Parts Manufacturer (‘APM’) 

Group as the General Manager for Auto Parts 

Manufacturers Co. Sdn. Bhd.. 

MICHAEL LIM HEE KIANG 


Michael Lim Hee Kiang, a Malaysian, aged 65, 

is the Independent Non-Executive Director of 

the Company and was appointed to the Board 

on 30 August 2005. He holds a LLB Degree with 

Honours and LLM Degree with Distinction from 

Victoria University of Wellington, New Zealand 

in 1972/1973. 

Mr. Lim was admitted as a Barrister and Solicitor 

to the Supreme Court of New Zealand in 1973. 

Upon returning to Malaysia in 1974, he was 

admitted to the High Court of Sarawak and 

Brunei and subsequently to the High Court of 

Malaya in 1978. He was a lecturer at the Law 

Faculty of the University of Malaya from 1975 to 

1977. 

Mr. Lim was a partner and then a consultant 

of Shearn Delamore & Co , a leading law firm, 

for 30 years. Mr. Lim is presently a consultant 

to Jeff Leong, Poon and Wong, another leading 

law firm in Malaysia. He also sits on the Boards 

of Selangor Properties Berhad, DKSH Holdings 

(Malaysia) Berhad, Major Team Holdings Berhad 

and Paragon Union Berhad, all of which are listed 

on Bursa Malaysia Securities Berhad. 

Mr. Lim is the Chairman of the Remuneration 

and Nomination Committee and is a member 

of the Audit Committee of the Company. Mr. 

Lim attended all of the 5 Board of Directors’ 

meetings held during the financial year ended 

31 December 2012. 

He has no family relationship with any Directors 

or major shareholders of the Company. He has 

never been convicted for any offence within the 

past ten (10) years.

008 

DIRECTORS' PROFILE (cont’d) 

Y.A.M DATUK SERI TENGKU AHMAD 

SHAH AL-HAJ IBNI ALMARHUM 

SULTAN SALAHUDDIN ABDUL AZIZ 

SHAH AL-HAJ 


YAM Datuk Seri Tengku Ahmad Shah Ibni 

Almarhum Sultan Salahuddin Abdul Aziz Shah, 

a Malaysian, aged 58, is the Independent 

Non-Executive Director of the Company and 

was appointed to the Board on 15 February 

2006. He completed his Diploma in Business 

Administration from University Teknologi MARA 

in 1974. 

YAM Datuk Seri Tengku Ahmad Shah started 

his career in Charles Bradburne (1930) Sdn. 

Bhd. as a broker from 1974 to 1981. He was a 

Director of TTDI Development Sdn. Bhd. from 

1978 to 2000 and a Director of Sime UEP Berhad 

from 1983 to 1987. In 1987, he was appointed 

as a Chairman of Sime Darby Medical Centre 

Subang Jaya, a position which he is still holding 

until now. 

Currently, YAM Datuk Seri Tengku Ahmad Shah 

also sits on the Boards of Global Oriental Berhad 

(formerly known as Equine Capital Berhad), 

Melewar Industrial Group Berhad and Dutaland 

Berhad, all of which are listed on Bursa Malaysia 

Securities Berhad. He is a member of the Board 

of Directors of Sime Darby Property Berhad, 

Sime Darby Healthcare Sdn. Bhd. and Recycle 

Energy Sdn. Bhd.. He is also involved in welfare 

organisations and is a member of the Board 

of Trustees of the Cancer Research Initiatives 

Foundation (CARIF). 

GEH CHENG HOOI 


Geh Cheng Hooi, a Malaysian, aged 78, is the 

Independent Non-Executive Director of the 

Company and was appointed to the Board on 12 

June 2007. He is a Certified Public Accountant 

and a Fellow of the Institute of Chartered 

Accountants of England and Wales. 

Prior to his current appointment, Mr. Geh was 

a partner in KPMG Peat Marwick, Kuala Lumpur 

from 1964 to 1989 when he retired as the 

Senior Partner. He had also served as Chairman 

and member of several Malaysian Institute of 

Certified Public Accountants’ committees. He 

was the Chairman of the technical committee 

at the time of and was actively involved in the 

introduction of the International Accounting 

Standards (IAS) in Malaysia. 

Mr. Geh also sits on the Boards of Malayan 

Flour Mills Berhad and Paramount Corporation 

Berhad, all of which are listed on Bursa Malaysia 

Securities Berhad. 

Mr. Geh is the Chairman of the Audit Committee 

of the Company. He attended all the 5 Board 

of Directors’ meetings held during the financial 

year ended 31 December 2012. He has no 

family relationship with any Directors or major 

shareholders of the Company. He has never 


10 years. 

YAM Datuk Seri Tengku Ahmad Shah is a 

member of the Audit Committee as well as the 

Remuneration and Nomination Committee of the 

Company. He attended all of the 5 Board of 

Directors meetings held during the financial 

year ended 31 December 2012. He has no 

family relationship with any Directors or major 

shareholders of the Company. He has never 


10 years.

CORPORATE STRUCTURE 

009 


(540218-A) 

DISPOSABLE FOODWARES 

DIVISION 

KAOLIN 

DIVISION 

100% 

Greatpac Sdn. Bhd. 

100% 

Associated Kaolin 

Industries Sdn. Bhd. 

{ 

100% 

Greatpac (S) 

Pte. Ltd. 

100% 

Greatpac Trading 

Sdn. Bhd.

010 STATEMENT ON CORPORATE GOVERNANCE 

The Board of Directors (“the Board”) of Wawasan TKH Holdings Berhad continues its dedication and 

commitment to high standards of corporate governance within the Company and its subsidiaries (“the 

Group”).The Board vows to continue with its primary objectives of enhancing shareholders’ value, 

in addition to safeguarding the interests of all. It is the aim of the Board to maintain and uphold the 

Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (“the MCCG 

2012”). 

The Board is pleased to report its commitment on the corporate governance practices applied throughout 

the financial year under review. 

THE BOARD OF DIRECTORS 

Roles and Responsibilities of the Board 

The Board is spearheaded by experienced and capable Directors who are responsible for determining the 

Group’s visions and business strategy whilst maintaining the highest level of business conduct. The Board’s 

duties and responsibilities include the followings, amongst others: 

• Review and adoption of long term objectives and business strategies 

• Review the adequacy and integrity of the internal control system 

• Succession planning for Senior Management 

• Approve annual budget and financial results 

• Ensuring the Group has sufficient resources to meet its objectives 

• Approve the appointment and remuneration of Directors 

Appointment and Re-election of Directors 

The process for the appointment and re-election of Directors to the Board are strict and transparent. The 

appointments of Directors are firstly considered by the Nomination and Remuneration Committee. The 

Committee undertakes to evaluate and scrutinise the candidates’ credibility, ability, expertise and industry 

knowledge that can further fortify the composition of the Board. The Board is constantly looking out for 

suitable candidates to join the Board regardless of one’s gender. 

During the financial year under review, five (5) Board meetings were held and the record of attendance 

for the Directors who held office during the financial year is set out below: 

Directors 

Number of 

Meetings Held 

During Director’s 

Tenure In Office 

Number of 

Meetings 

Attended 

Percentage 

of 

Attendance 


5 

5 

100% 


5 

5 

100% 


5 

5 

100% 


5 

5 

100% 


5 

5 

100% 

YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni 

Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj 

5 

5 

100% 


5 

5 

100% 

BOARD BALANCE AND COMPOSITION 

The Board currently has seven (7) members, comprising three (3) Independent Non-Executive Directors 

and four (4) Executive Directors (including the Chairman). The number of Independent Directors mentioned 

above complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa 

Securities”) which requires at least two (2) directors or one-third of the Board, whichever is higher, to 

comprise of independent directors. 

The Board comprises members with broad spectrum of knowledge, skills and experiences in engineering, 

marketing, management, administration, legal practice and finance. Their industry specific knowledge 

plus broad business and commercial experience, provide unbiased, fully balanced and independent views, 

advice and judgement to many aspects of the Group’s strategy to provide clear and effective leadership 

to the Group and to ensure highest standard of conduct and integrity within the Board. A brief profile of 

each Director is presented on pages 6 to 8 of this Annual Report.

STATEMENT ON CORPORATE GOVERNANCE (cont’d) 

011 

There is also a clear division of responsibility between the Chairman and Chief Executive Officer to ensure a 

proper balance of power and authority. The Chairman is responsible for the orderly conduct and working of 

the Board and the Chief Executive Officer is responsible for the running of the business, implementation of 

policies and strategies adopted by the Board. Decisions made by the Board are communicated through the 

Chief Executive Officer to the senior management team. 

The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate governance 

accountability, as they provide unbiased and independent views and advice in ensuring that the strategies 

proposed by the management are fully deliberated and examined in the long-term interests of the Group, 

as well as the shareholders, employees, customers, suppliers and the many communities in which the 

Group conducts its business. 

The Nomination Committee will conduct an annual assessment on the Independent Non-Executive Directors 

to determine whether the Board has an appropriate number of Independent Non-Executive Directors as well 

as fitting balance of expertise, skills and competencies. 

The three Independent Non-Executive Directors continue to display their independence through their 

continuous commitments in meetings and formulating practical solutions adopted by the Board. 

Michael Lim Hee Kiang, the Senior Independent Non-Executive Director is the Referral Director to whom 

all shareholders’ concerns may be conveyed. 

SUPPLY OF INFORMATION 

The Directors have full and unrestricted access to all information pertaining to the Group’s business and 

affairs, whether as a full Board or in their individual capacity, in furtherance of their duties. All Directors are 

provided with agenda, minutes of previous meeting and a set of Board papers prior to Board meetings to 

enable the Directors to obtain further information or explanations to facilitate informed decision-making. 

The Board papers include reports on the Group’s financial, operational and corporate developments. 

The minutes of Board meetings are circulated to the Directors to be confirmed and noted at the following 

meeting. All minutes of Board meetings are kept in the Minutes Book at the Registered Office of the 

Company. 

All directors have full access to the advice and services of the Company Secretary who will be responsible 

to ensure that Board procedures are adhered to at all time during meetings and to advise the Board on 

matters including corporate governance issues and directors’ responsibilities in complying with relevant 

legislations and regulations. 

DIRECTORS’ TRAINING 

All Directors have attended and successfully completed the Mandatory Accreditation Programme. The Board 

recognizes the importance for the Directors to be provided with regular training and keep abreast with 

the latest development. As at the date of the Statement, the Directors have attended various trainings 

including the annual in-house directors’ training arranged by the Company on Green Technology Awareness 

Programme and the Malaysian Financial Reporting Standards (MFRSs) training. The Directors believe that 

continuous update, learning and effective training are crucial elements to further enhancing their skills and 

knowledge that will complement their services to the Group. 

RE-ELECTION AND RE-APPOINTMENT OF DIRECTORS 

In accordance with the Company’s Articles of Association, one third (1/3) of the Board members shall retire 

from office and be eligible for re-election. The Directors shall retire from office at least once in every three 

years. 

Pursuant to Section 129 of the Companies Act, 1965, Directors who are over the age of seventy (70) years 

are required to retire from office at every Annual General Meeting (“AGM”) and may offer themselves for 

re-appointment and to hold office until the conclusion of the next AGM.

012 


DIRECTORS’ REMUNERATION 

The benchmark for the remuneration of the Executive and Non-Executive Directors is aligned with the 

market practice. The remuneration package of the Executive Directors includes basic salary, incentive 

and other benefits. Non-Executive Directors’ remuneration is based on standard fixed fees and meeting 

allowances for each Board and Committee meeting they attend. 

The aggregate remuneration of Directors received from the Company and the subsidiaries for the financial 

year ended 31 December 2012 is as follows: 

Fees 

Salaries, Bonuses & EPF 

Allowances 

Executive Directors 

RM 

- 

- 

- 

Non-Executive Directors 

RM 

90,000 

- 

26,500 

The number of Directors of the Company whose total remuneration falls within the following bands is as 

follows: 

Range of remuneration Executive Directors Non-Executive Directors 

Below RM50,000 

RM50,001 – RM100,000 

RM100,001 – RM150,000 

RM300,001 – RM350,000 

RM500,001 – RM550,000 

- 

- 

- 

- 

- 

3 

- 

- 

- 

- 

BOARD COMMITTEES 

The Board has delegated specific responsibilities to three (3) committees, which operate within approved 

terms of reference, to assist in the Board in carrying out its duties and responsibilities. Notwithstanding 

the above, the ultimate responsibility for the final decision lies with the full Board. 

NOMINATION COMMITTEE 

Duties and Responsibilities 

The role of the Nomination Committee is to identify and nominating suitable candidates with balance mix of 

qualifications, skills and experience to the Board. In addition to that, the Nomination Committee also carries 

out annual evaluation on the effectiveness of the Board as a whole, the various Committees of the Board 

and each individual Director’s contribution to the effectiveness of the Board’s decision making process. 

The members of the Nomination Committee are: 

• Michael Lim Hee Kiang (Chairman of Committee) 

• YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj 

REMUNERATION COMMITTEE 

The Remuneration Committee is tasked at reviewing, assessing and recommending remuneration packages 

of the Executive Directors with the independent professional advice when such need arises. 

The members of the Remuneration Committee are: 

• Michael Lim Hee Kiang (Chairman of Committee) 


AUDIT COMMITTEE 

The duties and responsibilities as reflected in the terms of reference of the Committee as well as the 

members of the Committee are set out on pages 17 to 18 of this Annual Report.


013 

RELATIONS WITH SHAREHOLDERS AND INVESTORS 

The Board maintains a good rapport with shareholders and recognises the importance of proper and timely 

dissemination of information to the shareholders and investors. The distribution of annual reports, the 

release of financial results on a quarterly basis and announcement to Bursa Securities provides shareholders 

and the investing public with an overview of the Group’s performance and operations. 

The Annual General Meeting (“AGM”) is the principal forum for dialogue with public shareholders. The 

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

AGM whereby Directors are available to discuss aspects of the Group’s performance and its business 

activities. 

The Company's website, www.wwtkh.com, serves as an additional and useful medium for communication 

and as a source of updated information to our shareholders and the general public. Together with links to 

the subsidiaries’ websites, all relevant information on the Group is now easily accessible. 

ACCOUNTABILITY AND AUDIT 

Relationship with the Auditors 

Through the Audit Committee, the Company has established a transparent and appropriate relationship 

with the Group’s external auditors in seeking their professional advice towards ensuring compliance with 

the relevant accounting standards. 

The role of the Audit Committee in relation to external auditors is stated under the terms of reference of 

the Audit Committee on pages 17 to 18 of this Annual Report. 

Statement on Risk Management and Internal Control 

The Board acknowledges its overall responsibility for maintaining a consistent system of risk management 

and internal control to manage principal risks and to safeguard shareholders’ investment and the Group’s 

assets. The Board’s Statement on Risk Management and Internal Control is as set out in pages 15 to 16 of 

this Annual Report. 

Financial Reporting and Directors’ Responsibilities Statement 

The Directors are responsible for ensuring that financial statements are drawn up in accordance with 

Malaysian Financial Reporting Standards, International Financial Reporting standards and the provisions of 

the Companies Act, 1965 in Malaysia. In presenting the financial statements that gives a true and fair view 

of the financial positions of the Company and of the Group, the Board has used appropriate accounting 

policies, consistently applied and supported by reasonable and prudent judgements and estimates. 

The Directors also strive to ensure that financial reporting present a fair and understandable assessment of 

the Group’s and the Company’s position and prospects. Quarterly financial statements were reviewed by the 

Audit Committee and approved by the Board prior to the release to the Bursa Securities. The statement by 

Directors made pursuant to Section 169 of the Companies Act, 1965 in Malaysia is set out on page 25 of 

this Annual Report.

014 


OTHER INFORMATION 

Non-audit fees 

The non-audit fees paid to external auditors by the Company and its subsidiaries during the financial year 

ended 31 December 2012 amounted to RM22,000. 

Share Buy-Back 

During the financial year, the Company did not enter into any share buyback transactions. 

Depository Receipt (“DR”) Programme 

During the financial year, the Company did not sponsor any DR Programme. 

Sanctions and / or Penalties 

There were no sanctions or penalties imposed on the Company by the relevant regulatory bodies during 

the financial year. 

Variation in Results 

There was no variance between the results for the financial year and the unaudited results announced. 

Profit Guarantee 

During the financial year, there was no profit guarantee given by the Company 

Material Contracts or Loans 

There was no material contract entered into by the Company and/or its subsidiaries involving Directors’ 

and major shareholders’ interests during the financial year. 

Recurrent Related Party Transactions (“RRPT”) 

The information on RRPT for the financial year is presented in the Audited Financial Statements in the 

Annual Report.

STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL 

015 

INTRODUCTION 

Pursuant to paragraph 15.26(b) of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad 

(“Bursa Securities”), the Board of Directors of public listed companies shall include in its annual reports a 

statement about the risk management and internal control of the Company prepared in accordance with 

the guidelines on Statement on Risk Management and Internal Control: Guidelines for Directors of Listed 

Issuers. 

RESPONSIBILITIES OF THE BOARD 

The Board is responsible and committed to fulfill its responsibility to maintain a sound system of risk 

management and internal control in compliance with the Malaysian Code on Corporate Governance 2012 

to safeguard the interest of the shareholders and the assets of the Group. 

Risk management and internal control form the integral part of the overall management process. In view 

of the limitations inherent in any system of risk management and internal controls, the system is designed 

to identify, assess and respond to risk to achieve the Group’s objectives rather than to eliminate risk in 

totality. Therefore the system can only provide reasonable but not absolute assurance against the likelihood 

of material misstatement, fraud and loss. 

The Board has established an ongoing process to continuously identify, evaluate and manage the 

significant risks faced by the Group. This process has been in place for the year under review and up to 

the date of approval of this statement. In addition, the Board regularly reviews the adequacy, integrity 

and effectiveness of the Group’s system of risk management and internal control. 

RISK MANAGEMENT 

The Board is committed to ensure that the implementation of appropriate processes to effectively identify, 

evaluate and manage practical risks of the Group and to mitigate the effects of the key risks on the Group’s 

business and corporate objectives. 

Whilst the Board has established key risk management and internal control policies and maintains ultimate 

control over risk and control matters, the implementation of the risk management and internal control 

system within the established framework has been delegated to the executive management. The Board is 

being assisted by the Audit Committee in reviewing the adequacy and effectiveness of the risk management 

and internal control system. 

INTERNAL AUDIT FUNCTION 

The Group’s internal audit function has been outsourced to an independent professional firm, who reports 

directly to the Audit Committee and administratively to the Management. 

The internal auditors carried out periodic internal audit on the internal control system and reported the 

findings to the Audit Committee. Significant non-compliances and internal control weaknesses noted 

during the audit were reported to the Audit Committee. This will ensure the business processes and 

internal controls of the Group are continuously assessed and evaluated for statutory compliance and data 

integrity in addition to ensure compliance with applicable laws and regulations. The Audit Committee 

reports to the Board on significant audit findings and recommends the necessary rectification actions. 

The total cost incurred for the internal audit function of the Group for the financial year ended 31 December 

2012 amounted to RM24,000.

016 

STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL 

INTERNAL CONTROL 

The key elements of the Group’s system of internal controls are elaborated below: 

(a) Authority and responsibility 

There is a properly defined management structure with formally defined lines of responsibility and 

delegation of authority for all aspect of the Group’s activities including the delegation of responsibilities 

to the committees of the Board, the management and the operating units. Assessment of the 

effectiveness of the structure is carried out on a continuous basis. 

(b) Policies and procedures 

Written policies and procedures are being established and properly disseminated. Regular reviews are 

carried out to update the policies and procedures with changing operating and risk environment. 

(c) Regular review by management 

Management conducts review of subsidiaries’ results and performances via management meetings 

on an ongoing basis where key areas of concern will be highlighted to the Board. 

(d) Internal audit 

Review by internal auditors of the internal control system of the Group in managing the key risks 

identified and also to ensure compliance with the policies and procedures of the Group. 

(e) Planning, monitoring and reporting 

The Audit Committee comprises all independent non-executive directors of the Board and is 

responsible for reviewing quarterly announcement, statutory annual financial statements prior to 

submission for Board’s approval, internal and external audit reports and also ensure legal updates 

are highlighted and followed through. The Audit Committee has unrestricted access to both the 

internal and external auditors to discuss the areas of concern in discharging their responsibilities. 

ASSURANCE TO THE BOARD 

Pursuant to the requirement of the guidelines, the Board has obtained assurance from the Chief Executive 

Officer and Chief Financial Officer that the risk management and internal control system of the Group is 

operating adequately and satisfactory, in all material aspects, to meet the Group’s objectives during the 

financial year. 

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS 

Pursuant to paragraph 15.23 of the Main Market Listing Requirement of Bursa Securities, this statement has 

been reviewed by the external auditors for the inclusion in the annual report of the Group for the financial 

year ended 31 December 2012. 

CONCLUSION 

The Board is of the opinion that the risk management and internal control system is sufficient to provide a 

reasonable assurance that the system is adequate and satisfactory and have not resulted in any material 

losses, fraud or misstatement that would require disclosure in the annual report of the Group. As the 

development of an effective and efficient risk management and internal control system is an ongoing 

process, the Board reaffirmed their commitments to take the necessary measures to strengthen the risk 

management and internal control environment of the Group. 

This statement is made in accordance with the resolution of the Board of Directors dated 25 April 2013.

AUDIT COMMITTEE REPORT 

017 

MEMBERS OF THE AUDIT COMMITTEE 

The Committee currently has three (3) members, all of whom are Independent Non-Executive Directors as 

follows: 

• Geh Cheng Hooi 

Chairman / Independent Non-Executive Director 

• Michael Lim Hee Kiang 

Member / Independent Non-Executive Director 


Member / Independent Non-Executive Director 

Responsibility 

The Committee is to serve as a focal point for communication between non-Committee Directors, the 

external auditors, internal auditors and the Management on matters in connection with the financial 

accounting, reporting and controls. The Committee is to assist the Board in fulfilling its fiduciary 

responsibility as to accounting policies and reporting practices of the Company and all subsidiaries 

and the sufficiency of auditing relative thereto. It is to be the Board’s principal agent in assuring the 

independence of the Company’s external auditors, the integrity of the management and the adequacy 

of disclosures to shareholders. 

If the Committee is of the view that a matter reported to the Board has not been satisfactorily resolved 

resulting in breach of the Main Market Listing Requirements of Bursa Securities, the Committee shall 

promptly report such matter to Bursa Securities. 

Functions of the Committee 

The functions of the Committee are as follows: 

(1) to review with the external auditors, their audit plan; 

(2) to review with the external auditors, their evaluation of the system of internal controls; 

(3) to review the assistance given by the Company’s officers to the external auditors; 

(4) to review the adequacy of the scope, functions, competency and resources of the internal audit 

functions and that it has the necessary authority to carry out its work; 

(5) to review the internal audit programme, processes, the results of the internal audit programme, 

processes or investigation undertaken and whether or not appropriate action is taken on the 

recommendations of the internal audit functions; 

(6) to review the quarterly results and year end financial statements, prior to the approval by the Board, 

focusing particularly on: 

(a) changes in or implementation of major accounting policy changes; 

(b) significant and unusual events; and 

(c) compliance with accounting standards and other legal requirements; 

(7) to review 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; 

(8) to consider the nomination, appointment and re-appointment of external auditors, their audit fees 

and any resignation or removal and in the case of re-appointment, whether there is reason (supported 

by grounds) to believe that the external auditors is not suitable for re-appointment; 

(9) to review any appraisal or assessment of the performance of members of the internal audit function; 

(10) to approve any appointment or termination of senior staff members of the internal audit function; 

and 

(11) to take cognisance of resignations of internal audit staff members and provide the resigning staff 

member an opportunity to submit his reasons for resigning.

018 

AUDIT COMMITTEE REPORT (cont’d) 

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE 

During the financial year ended 31 December 2012, the Committee held six (6) meetings. The followings 

are the details of attendance by individual Committee members: 

Name of Committee Members 

Total Meetings in 

Financial Year 

During Committee 

Member’s Tenure 

Number of 

Meetings 

Attended 

Percentage 

of 

Attendance 


6 

6 

100% 


6 

6 

100% 

YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni 

Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj 

6 

6 

100% 

In line with the terms of reference of the Committee, the following activities were carried out by the 

Committee during the year: 

• Reviewed the quarterly and annual financial statements prior to submission to the Board for 

consideration and approval; 

• Reviewed the audit report for the Group prepared by external auditors and internal auditors, their 

findings and Management’s responses thereto; 

• Reviewed the audit plans for the Group prepared by both external auditors and internal auditors; 

• Reviewed related party transactions entered into by the Group; and 

• Reviewed and approved minutes of the Committee’s meetings. 

INTERNAL AUDIT FUNCTION 

In discharging its duties, the Committee is strongly supported by the internal audit function undertaken by 

the firm engaged to provide outsourced internal audit services to the Group. 

The internal audit function is independent of the activities or operations of the Group. The principal role 

of the function is to independently review and assess the effectiveness of the Group’s systems of internal 

controls so as to provide reasonable assurance that such systems continue to operate satisfactorily and 

effectively to manage the key business risks of the Group. 

It is the responsibility of the internal audit function to provide the Committee with independent and 

objective reports on the state on internal control of various operating units within the Group and the 

extent of compliance of the units with the Group’s policies and procedures.

FINANCIAL 

STATEMENTS 

20 

25 

25 

26 

28 

31 

32 

33 

37 

39 

DIRECTORS’ REPORT 

STATEMENT BY DIRECTORS 

STATUTORY DECLARATION 

INDEPENDENT AUDITORS’ REPORT 

CONSOLIDATED STATEMENTS OF 

FINANCIAL POSITION 

INCOME STATEMENTS 

STATEMENTS OF COMPREHENSIVE INCOME 

STATEMENTS OF CHANGES IN EQUITY 

STATEMENTS OF CASH FLOWS 

NOTES TO THE FINANCIAL STATEMENTS

020 

WAWASAN TKH HOLDINGS BERHAD (540218-A) 

ANNUAL REPORT 2012 

DIRECTORS’ REPORT 

The Directors hereby submit their report and the audited financial statements of the Group and of the Company 

for the financial year ended 31 December 2012. 

PRINCIPAL ACTIVITIES 

The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries 

are set out in Note 9 to the financial statements. There have been no significant changes in the nature of these 

activities during the financial year. 

RESULTS 

Loss for the financial year attributable to owners of the parent 

Group 

RM’000 

(10,245) 

Company 

RM’000 

(3,334) 

DIVIDEND 

No dividend has been paid, declared or proposed by the Company since the end of the previous financial year. 

The Directors do not recommend any dividend in respect of the financial year ended 31 December 2012. 

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. 

ISSUE OF SHARES AND DEBENTURES 

During the current financial year, the Company increased its issued and paid-up share capital by issuance 

of 16 million new ordinary shares of RM0.10 each for cash via the exercise of 16 million detachable warrants 

2008/2013 (‘Warrants’) at exercise price of RM0.21 per Warrant on the basis of one (1) new ordinary share 

for every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 2008. 

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

no other issues of shares during the financial year. 

There were no issues of debentures during the financial year. 

OPTIONS GRANTED OVER UNISSUED SHARES 

No options were granted to any person to take up unissued shares of the Company during the financial year. 

DIRECTORS 

The Directors who have held for office since the date of the last report are: 





YAM Datuk Seri Tengku Ahmad Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj 


Geh Cheng Hooi


ANNUAL REPORT 2012 021 

DIRECTORS’ REPORT (cont’d) 

DIRECTORS’ INTERESTS 

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

options over ordinary shares in the Company and of its related corporations during the financial year ended 31 

December 2012 as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 

134 of the Companies Act, 1965 were as follows: 

Shares in the Company 

Balance 

as at 

1.1.2012 

Number of ordinary shares of RM0.10 each 

Bought 

Sold 

Balance 

as at 


Shareholdings in which Directors 

have direct interests 





95,792,743 

37,950,344 

27,690,543 

30,149,999 

- 

500,000 

- 

- 

- 

- 

- 

- 

95,792,743 

38,450,344 

27,690,543 

30,149,999 

Shareholdings in which Directors 

have indirect interests 





136,627,871 

136,627,871 

136,627,871 

136,627,871 

16,000,000 

16,000,000 

16,000,000 

16,000,000 

- 

- 

- 

- 

152,627,871 

152,627,871 

152,627,871 

152,627,871 

The Company 

Balance 

as at 


Number of warrants* of RM0.21 each 

Bought 

Sold 

Balance 

as at 






9,238,095 

5,811,905 

5,761,905 

7,908,333 

- 

- 

- 

- 

- 

- 

- 

- 

9,238,095 

5,811,905 

5,761,905 

7,908,333 

* Issuance of warrants pursuant to the renounceable rights issue of 143,713,530 new ordinary shares of the 

Company on 29 August 2008 on the basis of two (2) new ordinary shares together with one (1) free warrant 

for every two (2) existing ordinary shares held. 

By virtue of their interests in the ordinary shares of the Company, Dato’ Tan Kim Hor, Dato’ Tan Boon Pun, 

Dato’ Tan Hoe Pin and Dr. Tan Ban Leong are also deemed to be interested in the ordinary shares of all the 

subsidiaries to the extent that the Company has an interest. 

None of the other Directors holding office at the end of the financial year held any interest in the 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.

022 



DIRECTORS’ REPORT (cont‘d) 

DIRECTORS’ BENEFITS 

Since the end of the previous financial year, none of the Directors has received or become entitled to receive any 

benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by 

the Directors as shown in the financial statements) 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 those remunerations received by certain Directors as 

directors/executives of the subsidiaries and those transactions entered into in the ordinary course of business 

with companies in which certain Directors of the Company have substantial interests as disclosed in Note 24(b) 

to the financial statements. 

There were no arrangements during and at the end of the financial year, to which the Company is a party, which 

had the object of enabling Directors to acquire benefits by means of the acquisition of shares in or debentures 

of the Company or any other body corporate except for the warrants issued as disclosed in Note 14.2(b) to the 

financial statements. 

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY 

(I) AS AT THE END OF THE FINANCIAL YEAR 

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

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

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

making of provision for doubtful debts and satisfied themselves that there are no known bad debts 

and that provision need not be made for doubtful debts; and 

(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values 

in the ordinary course of business had been written down to their estimated realisable values. 

(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during 

the financial year have not been substantially affected by any item, transaction or event of a material and 

unusual nature except for: 

(i) the effects arising from impairment loss on investments in subsidiaries resulting in an increase in 

the Company’s loss for the financial year by RM4,700,000 as disclosed in Note 9 to the financial 

statements; and 

(ii) the effects arising from waiver of amount owing to and interest charged by a related party resulting 

in a decrease in the Group’s and the Company’s loss for the financial year by RM2,000,000 and 

RM2,429,000 respectively as disclosed in Note 15 to the financial statements. 

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT 

(c) The Directors are not aware of any circumstances: 

(i) which would necessitate the writing off of bad debts or the making of provision for doubtful debts in 

the financial statements of the Group and of the Company; and 

(ii) which would render the values attributed to current assets in the financial statements of the Group 

and of the Company misleading; and 

(iii) which have arisen which would render adherence to the existing method of valuation of assets or 

liabilities of the Group and of the Company misleading or inappropriate. 

(d) In the opinion of the Directors: 

(i) there has not arisen 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; and 

(ii) 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 will or may affect the ability 

of the Group or of the Company to meet their obligations as and when they fall due.



023 

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (cont’d) 

(III) AS AT THE DATE OF THIS REPORT 

(e) 

There are no charges on the assets of the Group and of the Company which have arisen since 

the end of the financial year to secure the liabilities of any other person. 

(f) 

There are no contingent liabilities of the Group and of the Company which have arisen since the 

end of the financial year. 

(g) 

The Directors are not aware of any circumstances not otherwise dealt with in the report or financial 

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

the Company misleading. 

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 

(a) 

(b) 

On 24 April 2012, a major shareholder of the Company, namely Wawasan TKH Sdn. Bhd. (‘WTKHSB’), 

exercised 5 million detachable warrants 2008/2013 (‘Warrants’) at exercise price of RM0.21 per Warrant 

on the basis of one (1) new ordinary share for every one (1) Warrant exercised pursuant to the Deed 

Poll dated 24 July 2008. The new ordinary shares of RM0.10 each rank pari passu in all respects with 

the existing shares of the Company. 

On 14 December 2012, a major shareholder of the Company, namely WTKHSB, exercised 11 million 

detachable warrants 2008/2013 (‘Warrants’) at exercise price of RM0.21 per Warrant on the basis of 

one (1) new ordinary share for every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 

2008. The new ordinary shares of RM0.10 each rank pari passu in all respects with the existing shares 

of the Company.

024 



AUDITORS 

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

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

......................................... ......................................... 



Director 

Director 

Petaling Jaya, Selangor 

25 April 2013



025 

STATEMENT BY DIRECTORS AND STATUTORY DECLARATION 

STATEMENT BY DIRECTORS 

In the opinion of the Directors, the financial statements set out on pages 28 to 99 have been drawn up in 

accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards, and 

the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position 

of the Group and of the Company as at 31 December 2012 and of their financial performance and cash flows 

for the financial year then ended. 

In the opinion of the Directors, the information set out in Note 32 on page 100 to the financial statements 

has been compiled in accordance with the Guidance on Special Matter No.1, Determination of Realised 

and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad 

Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format 

prescribed by Bursa Malaysia Securities Berhad. 

On behalf of the Board, 

......................................... ......................................... 



Director 

Director 

Petaling Jaya, Selangor 

25 April 2013 

STATUTORY DECLARATION 

We, Dato’ Tan Boon Pun and Ooi Chin Guan, being the respective Director and Officer primarily responsible 

for the financial management of Wawasan TKH Holdings Berhad, do solemnly and sincerely declare that the 

financial statements set out on pages 28 to 100 are, to the best of our knowledge and belief, correct and we 

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

the Statutory Declarations Act, 1960. 

Subscribed and solemnly ......................................... 

declared by the abovenamed at 


Kuala Lumpur this 

25 April 2013 

Before me: 

......................................... 

Ooi Chin Guan

026 




TO THE MEMBERS OF WAWASAN TKH HOLDINGS BERHAD 

Report on the Financial Statements 

We have audited the financial statements of Wawasan TKH Holdings Berhad, which comprise statements 

of financial position as at 31 December 2012 of the Group and of the Company, and income statements, 

statements of comprehensive income, statements of changes in equity and statements of cash flows of 

the Group and of the Company for the financial year then ended, and a summary of significant accounting 

policies and other explanatory information, as set out on pages 28 to 99. 

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 requirements of the Companies Act, 1965 in Malaysia. The Directors are also responsible for 

such internal control as the Directors determine is necessary to enable the preparation of financial statements 

that are free from material misstatement, whether due to fraud or error. 

Auditors’ Responsibility 

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

audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply 

with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 

financial statements are free from material misstatement. 

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

the financial statements. The procedures selected depend on our judgement, including the assessment of 

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk 

assessments, we consider internal control relevant to the entity’s preparation of the financial statements that 

give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but 

not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also 

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting 

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

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

audit opinion. 

Opinion 

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the 

Company as of 31 December 2012 and of their financial performance and cash flows for the financial year then 

ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards 

and the requirements of the Companies Act, 1965 in Malaysia. 

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) 

(b) 

(c) 

(d) 

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. 

We have considered the financial statements and auditors’ report of a subsidiary of which we have not acted 

as auditors, which is indicated in Note 9 to the financial statements. 

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 the financial statements of the Group and we have received satisfactory information and 

explanations required by us for those purposes. 

The audit reports on the financial statements of the subsidiaries did not contain any qualification or any 

adverse comment made under Section 174(3) of the Act.



027 


TO THE MEMBERS OF WAWASAN TKH HOLDINGS BERHAD 

(cont’d) 

Other Reporting Responsibilities 

The supplementary information set out in Note 32 to the financial statements 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 or Losses in the Context of Disclosure Pursuant 

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

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

information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of 

Bursa Malaysia Securities Berhad. 

Other Matters 

As stated in Note 3 to the financial statements, Wawasan TKH Holdings Berhad adopted Malaysian Financial 

Reporting Standards on 1 January 2012 with a transition date of 1 January 2011. These Standards were 

applied retrospectively by 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 income statement, 

statement of comprehensive income, statement of changes in equity and statement of cash flows for the 

financial year then 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 of 31 December 

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

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. 

BDO 

AF: 0206 

Chartered Accountants 

Tang Seng Choon 

2011/12/13 (J) 

Chartered Accountant 

Kuala Lumpur 

25 April 2013

028 



CONSOLIDATED STATEMENT OF FINANCIAL POSITION 

AS AT 31 DECEMBER 2012 

Note 


RM’000 

Group 

31.12.2011 

RM’000 

1.1.2011 

RM’000 

ASSETS 

Non-current assets 

Property, plant and equipment 

Intangible assets 

Trade and other receivables 

7 

8 

11 

84,524 

11,062 

1,419 

88,623 

11,062 

1,502 

104,365 

11,062 

584 

97,005 

101,187 

116,011 

Current assets 

Inventories 


Derivative assets 

Current tax assets 

Cash and cash equivalents 

10 

11 

12 

13 

9,039 

7,716 

- 

18 

750 

9,563 

12,941 

14 

918 

2,151 

8,414 

10,520 

44 

1,170 

1,862 

17,523 

25,587 

22,010 

TOTAL ASSETS 

114,528 

126,774 

138,021 

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



029 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 

AS AT 31 DECEMBER 2012 (cont’d) 

EQUITY AND LIABILITIES 

Note 


RM’000 

Group 

31.12.2011 

RM’000 

1.1.2011 

RM’000 

Equity attributable to owners 

of the parent 

Share capital 

Reserves 

Accumulated losses 

14 

14 

14 

46,444 

9,411 

(40,499) 

44,844 

7,646 

(30,254) 

57,688 

7,595 

(44,314) 

TOTAL EQUITY 

15,356 

22,236 

20,969 

LIABILITIES 

Non-current liabilities 

Trade and other payables 

Borrowings 

Deferred tax liabilities 

15 

16 

17 

38,996 

25,644 

6,770 

39,735 

22,834 

7,063 

33,552 

27,903 

7,355 

71,410 

69,632 

68,810 

Current liabilities 


Derivative liabilities 

Borrowings 

Current tax liabilities 

15 

12 

16 

13,917 

23 

13,810 

12 

17,776 

46 

17,071 

13 

29,793 

1 

18,434 

14 

27,762 

34,906 

48,242 

TOTAL LIABILITIES 

99,172 

104,538 

117,052 

TOTAL EQUITY AND 

LIABILITIES 

114,528 

126,774 

138,021 


030 



STATEMENT OF FINANCIAL POSITION 

AS AT 31 DECEMBER 2012 (cont’d) 

Note 


RM’000 

Company 

31.12.2011 

RM’000 

1.1.2011 

RM’000 

ASSETS 


Investments in subsidiaries 

9 

67,388 

72,088 

73,588 





11 

13 

9,650 

- 

11 

5,626 

904 

10 

8,260 

1,163 

14 

9,661 

6,540 

9,437 

TOTAL ASSETS 

77,049 

78,628 

83,025 



of the parent 

Share capital 

Reserves 


14 

14 

14 

46,444 

9,452 

(18,187) 

44,844 

7,692 

(14,853) 

57,688 

7,692 

(38,404) 

TOTAL EQUITY 

37,709 

37,683 

26,976 

LIABILITIES 



15 

38,996 

39,735 

33,552 



15 

344 

1,210 

22,497 


39,340 

40,945 

56,049 


LIABILITIES 

77,049 

78,628 

83,025 




031 

INCOME STATEMENTS 

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 

Note 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Revenue 

54,407 

70,340 

374 

614 

Cost of sales 

18 

(59,467) 

(75,647) 

- 

- 

Gross (loss)/profit 

(5,060) 

(5,307) 

374 

614 

Other operating income 

3,553 

7,336 

2,000 

- 

Administrative expenses 

(3,959) 

(5,393) 

(947) 

(1,830) 

Marketing expenses 

(1,818) 

(2,327) 

- 

- 

Other operating expenses 

(403) 

(3,939) 

(4,700) 

(1,766) 

Interest income 

17 

17 

159 

312 

Finance costs 

19 

(2,868) 

(5,516) 

(220) 

(2,676) 


20 

(10,538) 

(15,129) 

(3,334) 

(5,346) 

Taxation 

21 

293 

345 

- 

53 

Loss for the financial year 

(10,245) 

(14,784) 

(3,334) 

(5,293) 

Attributable to: 

Owners of the parent 

(10,245) 

(14,784) 

(3,334) 

(5,293) 

Basic and diluted loss per ordinary share attributable to equity holders of the Company (sen): 

Loss for the financial year 22 (2.27) (3.56) 


032 



STATEMENTS OF COMPREHENSIVE INCOME 


Group 


RM’000 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 


(10,245) 

(14,784) 

(3,334) 

(5,293) 

Other comprehensive income: 

Foreign currency translations 

5 

51 

- 

- 

Other comprehensive income, 

net of tax 

5 

51 

- 

- 

Total comprehensive loss 

(10,240) 

(14,733) 

(3,334) 

(5,293) 

Attributable to: 

Owners of the parent 

(10,240) 

(14,733) 

(3,334) 

(5,293) 




033 



Group 

Note 

Share 

capital 

RM’000 

|---------------------------- Non-distributable------------------------------| 

Capital 

reserve 

RM’000 

Warrant 

reserve 

RM’000 

Exchange 

translation 

reserve 

RM’000 

Revaluation 

reserve 

RM’000 

Balance as at 1 January 2011 

57,688 

- 7,692 

(97) 24,736 

Effect of adoption of MFRS 1 

31 - 

- 

- 

- (24,736) 

Restated balance as at 1 January 2011 

57,688 

- 7,692 

(97) 

- 



- 

- 

- 

- 

- 

- 

- 

51 

- 

- 


- 

- 

- 

51 

- 

Transactions with owners 

Par value reduction 

Issuance of ordinary shares 

14 

14 

(28,844) 

16,000 

28,844 

- 

- 

- 

- 

- 

- 

- 

Total transactions with owners 

(12,844) 28, 844 

- 

- 

- 

Elimination of accumulated losses 14 - (28,844) 

- 

- 

- 

Balance as at 31 December 2011 

44,844 

- 7,692 

(46) 

- 

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

Accumulated 

losses 

RM’000 

(69,155) 

24,841 

(44,314) 

(14,784) 

- 

(14,784) 

- 

- 

- 

28,844 

(30,254) 

Total 

equity 

RM’000 

20,864 

105 

20,969 

(14,784) 

51 

(14,733) 

- 

16,000 

16,000 

- 

22,236

034 




FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 (cont’d) 

Group 

Note 

Share 

capital 

RM’000 

|---------------------------- Non-distributable------------------------------| 

Capital 

reserve 

RM’000 

Warrant 

reserve 

RM’000 

Exchange 

translation 

reserve 

RM’000 

Revaluation 

reserve 

RM’000 


44,844 

- 7,692 

(46) 

- 



- 

- 

- 

- 

- 

- 

- 

5 

- 

- 


- 

- 

- 

5 

- 


Exercise of warrants 

14 

1,600 

3,472 

(1,712) 

- 

- 


1,600 3,472 (1,712) 

- 

- 

Balance as at 31 December 2012 

46,444 3,472 5,980 

(41) 

- 


Accumulated 

losses 

RM’000 

(30,254) 

(10,245) 

- 

(10,245) 

- 

- 

(40,499) 

Total 

equity 

RM’000 

22,236 

(10,245) 

5 

(10,240) 

3,360 

3,360 

15,356



035 



Company 

Note 

Balance as at 1 January 2011 

Effect of adoption of MFRS 1 

31 

Restated balance as at 1 January 2011 





Issuance of ordinary shares 

14 

14 


Elimination of accumulated losses 

14 



Share 

capital 

RM’000 

57,688 

- 

57,688 

- 

- 

- 

(28,844) 

16,000 

(12,844) 

- 

44,844 

|-------- Non-distributable-------| 

Capital 

reserve 

RM’000 

Warrant 

reserve 

RM’000 

- 

7,692 

- 

- 

- 

7,692 

- 

- 

- 

- 

- 

- 

28,844 

- 

- 

- 

28, 844 

- 

(28,844) 

- 

- 

7,692 

Accumulated 

losses 

RM’000 

(38,404) 

- 

(38,404) 

(5,293) 

(5,293) 

- 

- 

- 

28,844 

(14,853) 

Total 

equity 

RM’000 

26,976 

- 

26,976 

(5,293) 

(5,293) 

- 

16,000 

16,000 

- 

37,683

036 





Company 

Note 





Exercise of warrants 

14 


Balance as at 31 December 2012 


Share 

capital 

RM’000 

44,844 

- 

- 

1,600 

1,600 

46,444 

|-------- Non-distributable-------| 

Capital 

reserve 

RM’000 

Warrant 

reserve 

RM’000 

- 

7,692 

- 

- 

- 

- 

3,472 

(1,712) 

3,472 

(1,712) 

3,472 

5,980 

Accumulated 

losses 

RM’000 

(14,853) 

(3,334) 

(3,334) 

- 

- 

(18,187) 

Total 

equity 

RM’000 

37,683 

(3,334) 

(3,334) 

3,360 

3,360 

37,709



037 



CASH FLOWS FROM 

OPERATING ACTIVITIES 

Note 

Group 


RM’000 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 


(10,538) 

(15,129) 

(3,334) 

(5,346) 

Adjustments for: 

Depreciation of property, plant and 

equipment 

Fair value adjustments on 

derivative instruments 

Gain on disposal of property, plant 

and equipment 

Impairment losses on: 

- investments in subsidiaries 

- other receivables 

- property, plant and equipment 

- trade receivables 

Interest expense 


Inventories written down 

Reversal of inventories written 

down 

Inventories written off 


written off 

Reversal of impairment loss on 

trade receivables 

Unrealised foreign exchange gain 

Waiver of amount owing to a 

related party 

Operating (loss)/profit before 

changes in working capital 

7 

12 

20 

9 

7 

11 

19 

10 

10 

10 

7 

11 

15 

8,156 

(9) 

(62) 

- 

- 

- 

- 

2,868 

(17) 

- 

(167) 

- 

- 

(87) 

(42) 

(2,000) 

(1,898) 

8,850 

74 

(2,472) 

- 

6 

2,000 

88 

5,516 

(17) 

408 

- 

1,400 

2 

(18) 

(101) 

- 

607 

- 

- 

- 

4,700 

- 

- 

- 

220 

(159) 

- 

- 

- 

- 

- 

- 

(2,000) 

(573) 

- 

- 

- 

1,500 

- 

- 

- 

2,676 

(312) 

- 

- 

- 

- 

- 

- 

- 

(1,482) 

Decrease/(Increase) in inventories 

Decrease/(Increase) in trade and 

other receivables 

(Decrease)/Increase in trade and 

other payables 

691 

5,452 

(4,095) 

(2,956) 

(2,224) 

3,825 

- 

- 

(255) 

- 

103 

(1,303) 

Cash generated from/(used in) 

operations 

150 

(748) 

(828) 

(2,682) 

Interest paid 

Tax paid 

Tax refunded 

(386) 

(5) 

904 

(371) 

(8) 

312 

- 

- 

904 

- 

- 

312 

Net cash from/(used in) operating 

activities 

663 

(815) 

76 

(2,370) 


038 






INVESTING ACTIVITIES 

Note 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Advances from a related party 

Advances to subsidiaries 

Interest received 

Proceeds from disposal of property, 

plant and equipment 

Purchase of property, plant and 

equipment 

Rentals paid in advance 

24 

24 

7 

1,104 

- 

17 

208 

(2,065) 

- 

3,670 

- 

17 

9,984 

(2,492) 

(1,000) 

1,104 

(4,540) 

1 

- 

- 

- 

3,670 

(1,304) 

- 

- 

- 

- 

Net cash (used in)/from investing 

activities 

(736) 

10,179 

(3,435) 

2,366 


FINANCING ACTIVITIES 

Increase in deposits pledged with 

licensed banks 

Interest paid 

Proceeds from exercise of warrants 

(Repayments of)/Drawdowns of: 

- bankers’ acceptances 

- bank loans 

- hire purchase 

(15) 

(2,324) 

3,360 

(1,757) 

911 

(1,619) 

(15) 

(2,632) 

- 

388 

(3,804) 

(2,934) 

- 

- 

3,360 

- 

- 

- 

- 

- 

- 

- 

- 

- 

Net cash (used in)/from financing 

activities 

(1,444) 

(8,997) 

3,360 

- 

Net (decrease)/increase in cash and 

cash equivalents 

(1,517) 

367 

1 

(4) 

Effects of exchange rate changes on 

cash and cash equivalents 

6 

70 

- 

- 

Cash and cash equivalents at 

beginning of financial year 

(1,881) 

(2,318) 

10 

14 

Cash and cash equivalents at 

end of financial year 

13 

(3,392) 

(1,881) 

11 

10 




039 

NOTES TO THE FINANCIAL STATEMENTS 

31 DECEMBER 2012 

1. CORPORATE 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 of the Company is located at Level 18, The Gardens North Tower, Mid Valley City, 

Lingkaran Syed Putra, 59200 Kuala Lumpur. 

The principal place of business of the Company is located at Wisma TKH, Lot 6, Jalan Teknologi, Taman Sains 

Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan. 

The consolidated financial statements for the financial year ended 31 December 2012 comprise the Company 

and its subsidiaries. These 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 25 April 2013. 

2. PRINCIPAL ACTIVITIES 

The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries 

are as stated in Note 9 to the financial statements. There have been no significant changes in the nature of 

these activities during the financial year. 

3. BASIS OF PREPARATION 

The financial statements of the Group and of the Company set out on pages 28 to 99 have been prepared 

in accordance with Malaysian Financial Reporting Standards (‘MFRSs’), International Financial Reporting 

Standards (‘IFRSs’) and the provisions of the Companies Act, 1965 in Malaysia. 

These are the Group’s and the Company’s first financial statements prepared in accordance with MFRSs, 

and MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards has been applied. In the previous 

financial years, the financial statements of the Group and of the Company were prepared in accordance with 

Financial Reporting Standards (‘FRSs’) in Malaysia. 

The Group and Company have consistently applied the same accounting policies in its opening MFRS 

statements of financial position as at 1 January 2011 and throughout all financial years presented, as if these 

policies had always been in effect. Comparative figures for the financial year ended 2011 in these financial 

statements have been restated to give effect to these changes, and Note 31 to the financial statements 

discloses the impact of the transition to MFRS on the Group’s and the Company’s reported financial position, 

financial performance and cash flows for the financial year then ended. 

However, Note 32 to the financial statements set out on page 100 has been prepared in accordance with 

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

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

Institute of Accountants (‘MIA Guidance’) and the directive of Bursa Malaysia Securities Berhad.

040 




31 DECEMBER 2012(cont’d) 

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 the basis of accounting 

principles applicable to a going concern. 

The Group and the Company have incurred net loss of RM10,245,000 and RM3,334,000 respectively 

during the financial year ended 31 December 2012, and as of that date, the current liabilities of the 

Group exceeded the current assets by RM10,239,000. These conditions indicate the existence of a 

material uncertainty, which may cast significant doubts about the Group’s and the Company’s ability 

to achieve profitable operations in the foreseeable future, to meet their obligations as and when they 

fall due and to continue operations as going concerns. 

The continuation of the Group and of the Company as going concerns is dependent upon the Group’s 

and the Company’s ability to operate profitably in the foreseeable future and to receive continuous 

financial support from its corporate shareholder, Wawasan TKH Sdn. Bhd. (‘WTKHSB’). 

The Group will continue to pursue initiatives to increase revenue and margins progressively towards 

recovery. In relation to this, the Directors are of the view that the disposable foodwares unit will continue 

to invest in new machines and moulds, which would result in an increase in productivity and lower 

maintenance cost, while extending its product range and market reach towards improving gross margin. 

The mining unit is expected to introduce new improved products, while containing its operational cost 

through cost rationalisation. This will improve the results of the Group in the foreseeable future. 

In addition to the above, WTKHSB has agreed to provide the necessary continuous financial support 

to the Group and to the Company and it has also agreed to the Company’s request to subordinate the 

advances due to WTKHSB amounting to RM38,996,000 (2011: RM39,735,000) for the next twelve (12) 

months from the date of this report. 

WTKHSB had waived RM2,000,000 of the advances and RM2,429,000 of the interest charged during the 

current financial year. It has also committed to waive further amount of up to RM5,000,000 of the above 

advances as and when required to support the Group. 

During the current financial year, WTKHSB exercised 16 million detachable warrants 2008/2013 

(‘Warrants’) at exercise price of RM0.21 per Warrant on the basis of one (1) new ordinary share for 

every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 2008. 

Based on the latest financial position of WTKHSB, the Directors confirmed that WTKHSB is able to 

provide the necessary financial support to the Group and the Company to continue operations as 

going concerns in the next twelve (12) months from the date of this report. 

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 assets amounts, 

or to amounts or classification of liabilities that may be necessary if the going concern basis of preparing 

the financial statements of the Group and of the Company is not appropriate. 

The preparation of financial statements in conformity with MFRSs requires the Directors to make 

estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses 

and disclosure of contingent assets and contingent liabilities. In addition, the Directors are also required 

to exercise their judgement in the process of applying the accounting policies. The areas involving such 

judgements, estimates and assumptions are disclosed in Note 6 to the financial statements. Although 

these estimates and assumptions are based on the Directors’ best knowledge of events and actions, 

actual results could differ from those estimates.



041 



4. SIGNIFICANT ACCOUNTING POLICIES (cont’d) 

4.2 Basis of consolidation 

The consolidated financial statements incorporate the financial statements of the Company and all its 

subsidiaries. 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. 

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 are initially 

measured 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 MFRSs. The choice of 

measurement basis is made on a 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.

042 






4.3 Business combinations 

Business combinations from 1 January 2011 onwards 

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 values at the acquisition date, except that: 

(a) Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements 

are recognised and measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee 

Benefits respectively; 

(b) Liabilities or equity instruments related to share-based payment transactions of the acquiree or 

the replacements 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. 

(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 

remeasured 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 acquiree’s net identifiable assets. 

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 statements of financial position. The accounting policy for goodwill 

is set out in Note 4.7(a) to the financial statements. 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. 

Business combinations before 1 January 2011 

As part of its transition to MFRSs, the Group elected not to restate those business combinations that 

occurred before the date of transition to MFRSs, i.e. 1 January 2011. Goodwill represents the amount 

recognised under the previous FRS Framework in respect of acquisitions prior to 1 January 2011.



043 




4.4 Property, plant and equipment and depreciation 

All items of property, plant and equipment are initially measured at cost less any accumulated 

depreciation and any accumulated impairment losses. 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 the future economic benefits 

associated with the asset 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 different useful life, is depreciated separately. 

After initial recognition, property, plant and equipment except for freehold land are stated at cost less 

any accumulated depreciation and any accumulated impairment losses. 

Depreciation is calculated to write off the cost of the assets to their residual values on a straight line 

basis over their estimated useful lives. The estimated useful lives are as follows: 

Buildings 

Short term leasehold land 

Furniture, fittings and office equipment 

Motor vehicles 

Plant and machinery, tools and factory equipment, roads and 

bridges, mould and electrical installation 

25 - 50 years 

25 - 30 years 

2 - 10 years 

5 years 

10 - 16.67 years 

Freehold land has unlimited useful life and is not depreciated. 

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 4.8 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 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. 

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.

044 




31 DECEMBER 2012 (cont’d) 


4.5 Leases and hire purchase (cont’d) 

(a) Finance leases and hire purchase (cont’d) 

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 a straight-line basis over 

the lease term. 

(c) Leases 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 way as leases of other assets. 

The minimum lease payments including any lump-sum 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 interest in the land element and the buildings element of the 

lease at the inception of the 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 buildings is regarded as the economic life of the entire leased asset. 

4.6 Investments in subsidiaries 

A subsidiary is an entity in which the Group and the Company have 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. 

An investment in subsidiary, which is eliminated on consolidation, is stated in the Company’s separate 

financial statements at cost less impairment losses. Put options written over non-controlling interests on 

the acquisition of subsidiary shall be included as part of the cost of investment in the Company’s separate 

financial statements. Subsequent changes in the fair value of the written put options over non-controlling 

interests shall be recognised in profit or loss. Investments accounted for at cost shall be accounted for in 

accordance with MFRS 5 Non-current Assets Held for Sale and Discontinued Operations when they are 

classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance 

with MFRS 5. 

When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the Group 

would derecognise all assets, liabilities and non-controlling interests at their carrying amounts and to 

recognise the fair value of the consideration received. Any retained interest in the former subsidiary is 

recognised at its fair value at the date control is lost. The resulting difference is recognised as a gain or 

loss in profit or loss.



045 




4.7 Intangible assets 

(a) Goodwill 

Goodwill recognised in a business combination is an asset at the acquisition date and is initially 

measured at cost being the excess of 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 (if any) in the entity over net of the acquisition-date amounts 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. 

After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any. 

Goodwill is not amortised but instead tested for impairment annually or more frequently if events or 

changes in circumstances indicate that the carrying amount could be impaired. Objective events 

that would trigger a more frequent impairment review include adverse industry or economic trends, 

significant restructuring actions, significantly lowered projections of profitability, or a sustained 

decline in the acquiree’s market capitalisation. Gains and losses on the disposal of an entity include 

the carrying amount of goodwill relating to the entity sold. 

(b) Intangible assets 

Intangible assets are recognised only when the identifiability, control and future economic benefit 

probability criteria are met. 

Intangible assets, other than goodwill, that are acquired by the Group are stated at cost less any 

accumulated impairment loss. 

Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the 

future economic benefits embodied in the specific asset to which it relates. All other expenditures 

are expensed as incurred. 

An intangible asset has an indefinite useful life when based on the analysis of all the relevant factors; 

there is no foreseeable limit to the period over which the asset is expected to generate net cash 

inflows to the Group. Intangible assets with indefinite useful lives are tested for impairment annually 

and wherever there is an indication that the carrying amount may be impaired. Such intangible 

assets are not amortised. Their useful lives are reviewed each period to determine whether events 

and circumstances continue to support the indefinite useful life assessment for the asset. If they do 

not, the change in the useful life assessment from indefinite to finite is accounted for as a change 

in accounting estimate in accordance with MFRS 108 Accounting Policies, Changes in Accounting 

Estimates and Errors. Intangible assets with indefinite useful life of the Group are trademarks. 

An intangible asset is derecognised on disposal or when no future economic benefits are expected 

from its use. The gain or loss arising from the derecognition determined as the difference between 

the net disposal proceeds, if any, and the carrying amount of the asset is recognised in profit or loss 

when the asset is derecognised. 

4.8 Impairment of non-financial assets 

The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries) and 

inventories, 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 and intangible assets that have an indefinite useful life are tested annually for impairment or 

more frequently if events or changes in circumstances indicate that the goodwill or intangible asset 

might be impaired.

046 






4.8 Impairment of non-financial assets (cont’d) 

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 acquiree 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 Operating Segments. 

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 the 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 values 

using a pre-tax discount rate that reflects current market assessments of the time value of money 

and the risks specific to the asset for which the future cash flow estimates have not been adjusted. 

An impairment loss is recognised in profit or loss when the carrying amount of the asset or the CGU, 

including the goodwill or intangible asset, 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 of the carrying amount of 

each asset in the CGU. 

The impairment loss is recognised in profit or loss immediately. 

An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for other 

assets is reversed if, and only if, there has been a change in the estimates used to determine the 

assets’ recoverable amounts 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. 

4.9 Inventories 

Inventories are stated at the lower of cost and net realisable value. 

Cost is based on the weighted average cost and standard costing principle, which approximates actual 

cost. The cost of raw materials comprises all costs of purchase, cost of conversion plus other costs 

incurred in bringing the inventories to their present location and condition. The cost of work-in-progress 

and finished goods includes the cost of raw materials, direct labour, other direct cost and a proportion 

of production overheads based on normal operating capacity of the production facilities. 

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated 

costs of completion and the estimated costs necessary to make the sale. 

4.10 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.



047 




4.10 Financial instruments (cont’d) 

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 on 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. 

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. 

(a) 

Financial assets 

A financial asset is classified into the following four (4) categories after initial recognition for the 

purpose of subsequent measurement: 

(i) 

Financial assets at fair value through profit or loss 

Financial assets at fair value through profit or loss comprise financial assets that are held for 

trading (i.e. financial assets acquired principally for the purpose of resale in the near term), 

derivatives (both, freestanding and embedded) and financial assets that were specifically 

designated into this classification upon initial recognition. 

Subsequent to initial recognition, financial assets 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 assets classified as at fair value through profit or loss are recognised in profit or loss. 

Net gains or losses on financial assets 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. 

However, derivatives that is linked to and must be settled by delivery of unquoted equity 

instruments that do not have a quoted market price in an active market are recognised at 

cost. 

(ii) 

Held-to-maturity investments 

Financial assets classified as held-to-maturity comprise non-derivative financial assets with 

fixed or determinable payments and fixed maturity that the Group has the positive intention 

and ability to hold to maturity. 

Subsequent to initial recognition, financial assets classified as held-to-maturity are measured at 

amortised cost using the effective interest method. Gains or losses on financial assets classified 

as held-to-maturity are recognised in profit or loss when the financial assets are derecognised 

or impaired, and through the amortisation process. 

(iii) 

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.

048 







(a) Financial assets (cont’d) 

(iv) 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 receivables, 

held-to-maturity investments or financial assets at fair value through profit or loss. 

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, fixed deposit 

pledged to financial institutions, 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 had been recognised 

directly in other comprehensive income shall be recognised in profit or loss. 

A regular way of purchase or sale is a purchase or sale of a financial asset under a contract whose 

terms require delivery of the asset within the time frame established generally by regulation or 

marketplace convention. 

A regular way purchase or sale of financial assets shall be recognised and derecognised, as 

applicable, using trade date accounting. 

(b) Financial liabilities 

Financial instruments are classified as liabilities or equity in accordance with the substance of 

the contractual arrangement. A financial liability is classified into the following two (2) categories 

after initial recognition for the purpose of subsequent measurement: 

(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. 

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.



049 





(b) Financial liabilities (cont’d) 

(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 expires. 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. 

Any 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 payment 

when due in accordance with the original or modified terms of a debt instrument. 

The Group designates corporate guarantees given to banks for credit facilities granted to 

subsidiaries as insurance contracts as defined in MFRS 4 Insurance Contracts. The Group 

recognises these insurance contracts as recognised insurance liabilities when there is a 

present obligation, legal or constructive, as a result of a past event, when it is probable that an 

outflow of resources embodying economic benefits would be required to settle the obligation 

and a reliable estimate can be made of the amount of the obligation. 

At the end of every reporting period, the Group assesses whether its recognised insurance 

liabilities are adequate, using current estimates of future cash flows under its insurance 

contracts. If this assessment shows that the carrying amount of the insurance liabilities is 

inadequate, the entire deficiency shall be recognised in profit or loss. 

Recognised insurance liabilities are only removed from the statements of financial position 

when, and only when, it is extinguished via a discharge, cancellation or expiration. 

(b) Equity 

An equity instrument is any contract that evidences a residual interest in the assets of the Group 

and the Company after deducting all of its liabilities. Ordinary shares are classified as equity 

instruments. 

Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value 

of shares 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.

050 







(c) Equity (cont’d) 

The Group measures a liability to distribute non-cash assets as a dividend to the owners of the 

Company at the fair value of the assets to be distributed. The carrying amount of the dividend is 

remeasured at each reporting date 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 

Group recognises the difference, if any, between the carrying amount of the assets distributed and 

the carrying amount of the liability in profit or loss. 

When the Group repurchases its own shares, the shares repurchased would be accounted for using 

the treasury stock method. 

Where the treasury stock method is applied, the shares repurchased and held as treasury shares shall 

be measured and carried at the cost of repurchase on initial recognition and subsequently. It shall not 

be revalued for subsequent changes in the fair value or market price of the shares. 

The carrying amount of the treasury shares shall be offset against equity in the statement of financial 

position. To the extent that the carrying amount of the treasury shares exceeds the share premium 

account, it shall be considered as a reduction of any other reserves as may be permitted by the Main 

Market Listing Requirements. 

No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the own 

equity instruments of the Company. If such shares are issued by resale, any difference between the 

sales consideration and the carrying amount is shown as a movement in equity. 

4.11 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 the probability of bankruptcy or significant financial 

difficulties of the receivables, and default or significant delay in payments by the receivables 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 amounts of loans and receivables are reduced through the use of an allowance account. 

If in a subsequent period, the amount of the impairment loss decreases 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.



051 




4.12 Borrowing costs 

Borrowing costs that are directly attributable to the acquisition or production of a qualified asset 

is capitalised as part of the cost of the asset until when substantially all the activities necessary to 

prepare the asset for its intended use or sale are complete, after which such expense is charged to 

profit or loss. A qualifying asset is an asset that necessarily takes a substantial period of time to get 

ready for its intended use or sale. Capitalisation of borrowing cost is suspended during extended 

periods in which active development is interrupted. 

The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on 

the borrowing during the period less any investment income on the temporary investment of the 

borrowing. 

All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 

4.13 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 a foreign subsidiary on distributions 

to the Group and Company, and real property gains taxes payable on disposal of properties. 

Taxes in the income statements and statements of comprehensive income comprise current tax and 

deferred tax. 

(a) Current tax 

Current tax expenses are determined according to the tax laws of each jurisdiction in which the 

Group operates and include all taxes based upon the taxable profits (including withholding taxes 

payable by a foreign subsidiary on distribution of retained earnings to companies in the Group), 

and real property gains taxes payable on disposal of properties. 

(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 statement of financial position and 

its tax base. 

Deferred tax is recognised for all temporary differences, unless the deferred tax 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 transaction, affects neither accounting profit nor taxable profit. 

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits 

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 profits will be 

available to allow the benefit of part or that entire deferred tax asset to be utilised, 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 profits. 

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 would 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 to 

the year when the asset is realised or the liability is settled, based on the announcement of tax 

rates and tax laws by the Government in the annual budgets which have the substantial effect 

of actual enactment by the end of the reporting period.

052 






4.14 Provisions 

Provisions are recognised when there is a present obligation, legal or constructive, as a result of a 

past event, when it is probable that an outflow of resources embodying economic benefits would be 

required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 

Where the Group expects a provision to be reimbursed (for example, under an insurance contract), the 

reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. 

If the effect of the time value of money is material, the amount of a provision would be discounted to its 

present value at a pre-tax rate that reflects current market assessments of the time value of money and 

the risk 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 would 

be required to settle the obligation, the provision would 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 would 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. 

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 would be confirmed 

by the occurrence or non-occurrence of one or more uncertain future event beyond the control of the 

Group. The Group does not recognise contingent asset but discloses its existence where 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. 

4.16 Employee benefits 

4.16.1 

Short term employee benefits 

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and 

non-monetary benefits are measured on an undiscounted basis and are expensed when employees 

rendered their services to the Group. 

Short term accumulating compensated absences such as paid annual leave are recognised as an 

expense when employees render services that increase their entitlement to future compensated 

absences. Short term non-accumulating compensated absences such as sick leave are recognised 

when the absences occur and they lapse if the current period’s entitlement is not used in full and do 

not entitle employees to a cash payment for unused entitlement on leaving 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. 

4.16 2 

Defined contribution plans 

The Company and its subsidiaries incorporated in Malaysia make contributions to a statutory 

provident fund and foreign subsidiary makes contribution to its country’s statutory pension scheme. 

The contributions are recognised as a liability after deducting any contribution already paid and as an 

expense in the period in which the employees render their services. 

A subsidiary of the Group also pays fixed contributions based on the terms and conditions stipulated 

in the Collective Agreement with Non-Metallic Mineral Products Manufacturing Employees’ Union 

(‘NMPME’).



053 




4.17 Foreign currencies 

4.17.1 Functional and presentation currency 

Items included in the financial statements of each 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. 

4.17.2 Foreign currency translations and balances 

Transactions in foreign currencies are converted into functional currency at rates of exchange ruling at 

the transaction dates. Monetary assets and liabilities in foreign currencies at the end of the reporting 

period are translated into functional currency at rates of exchange ruling at that date unless hedged 

by forward foreign exchange contracts, in which case the rates specified in such forward contracts 

are used. 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 in which they arise. Non-monetary items initially denominated in foreign currencies, which 

are carried at historical cost are translated using the historical rate as of 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. 

4.17.3 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 into 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 part 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 be 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. 

4.18 Revenue recognition 

Revenue is measured at the fair value of the consideration received or receivables, 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 each of the Group’s activities as follows:

054 






4.18 Revenue recognition (cont’d) 

(a) Sale of goods 

Revenue from sale of goods is recognised when significant risks and rewards of ownership of 

the goods has been transferred to the customer and where the Group retains neither continuing 

managerial involvement over the goods, which coincides with delivery of goods and acceptance by 

customers. 

(b) Dividend income 

Dividend income is recognised when the right to receive payment is established. 

(c) Interest income 

Interest income is recognised as it accrues, using the effective interest method. 

(d) Management fees 

Management fees are recognised on an accrual basis. 

(e) Rental income 

Rental income is accounted for on a straight line basis over the lease term of an ongoing lease. 

4.19 Warrant reserves 

Where the Company received a lump sum payment (“proceeds”) from the issuance of new ordinary 

shares with warrants, the proceeds received shall be assigned to the ordinary shares and warrants 

based on their respective fair values. 

The value of the warrants ascertained shall be allocated to warrant reserves from other equity items. 

Warrant reserve is transferred to the capital reserve account upon the exercise of warrants and the 

warrant reserve in relation to the unexercised warrants shall remain in equity until the warrants lapsed. 

4.20 Operating segments 

Operating segments are defined as components of the Group that: 

(a) engage in business activities from which it could 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 chief operating decision maker of the Group 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. 

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) per cent or more of the combined revenue, internal and external, of all operating 

segments.



055 




4.20 Operating segments (cont’d) 

(b) 

the absolute amount of its reported profit or loss is ten (10) per cent 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) per cent 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 would result in a restatement of prior period segment 

data for comparative purpose. 

4.21 Earnings per share 

(a) 

Basic 

Basic 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. 

(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.

056 





5. ADOPTION OF NEW MFRSs AND AMENDMENT TO MFRSs 

5.1 New MFRSs adopted during the current financial year 

The Group and Company adopted the following Standards of the MFRS Framework that were issued 

by the Malaysian Accounting Standards Board (‘MASB’) during the financial year. 

Title 

MFRS 1 First-time Adoption of Financial Reporting Standards 

MFRS 2 Share-based Payment 

MFRS 3 Business Combinations 

MFRS 4 Insurance Contracts 

MFRS 5 Non-current Assets Held for Sale and Discontinued Operations 

MFRS 6 Exploration for and Evaluation of Mineral Resources 

MFRS 7 Financial Instruments: Disclosures 

MFRS 8 Operating Segments 

MFRS 101 Presentation of Financial Statements 

MFRS 102 Inventories 

MFRS 107 Statement of Cash Flows 

MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors 

MFRS 110 Events After the Reporting Period 

MFRS 111 Construction Contracts 

MFRS 112 Income Taxes 

MFRS 116 Property, Plant and Equipment 

MFRS 117 Leases 

MFRS 118 Revenue 

MFRS 119 Employee Benefits 

MFRS 120 Accounting for Government Grants and Disclosure of Government 

Assistance 

MFRS 121 The Effects of Changes in Foreign Exchange Rates 

MFRS 123 Borrowing Costs 

MFRS 124 Related Party Disclosures 

MFRS 126 Accounting and Reporting by Retirement Benefit Plans 

MFRS 127 Consolidated and Separate Financial Statements 

MFRS 128 Investments in Associates 

MFRS 129 Financial Reporting in Hyperinflationary Economies 

MFRS 131 Interests in Joint Ventures 

MFRS 132 Financial Instruments: Presentation 

MFRS 133 Earnings Per Share 

MFRS 134 Interim Financial Reporting 

MFRS 136 Impairment of Assets 

MFRS 137 Provisions, Contingent Liabilities and Contingent Assets 

MFRS 138 Intangible Assets 

MFRS 139 Financial Instruments: Recognition and Measurement 

MFRS 140 Investment Property 

MFRS 141 Agriculture 

Improvements to MFRSs (2008) 



IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar 

Liabilities 

IC Interpretation 2 Members’ Shares in Co-operative Entities and Similar Instruments 

IC Interpretation 4 Determining Whether an Arrangement Contains a Lease 

IC Interpretation 5 Rights to Interests Arising from Decommissioning, Restoration and 

Environmental Rehabilitation Funds 

Effective Date 

1 January 2012 











































1 January 2012



057 



5. ADOPTION OF NEW MFRSs AND AMENDMENT TO MFRSs (cont’d) 

5.1 New MFRSs adopted during the current financial year (cont’d) 

Title 

IC Interpretation 6 Liabilities Arising from Participating in a Specific Market-Waste 

Electrical and Electronic Equipment 

IC Interpretation 7 Applying the Restatement Approach under MFRS 129 Financial 

Reporting in Hyper inflationary Economies 

IC Interpretation 9 Reassessment of Embedded Derivatives 

IC Interpretation 10 Interim Financial Reporting and Impairment 

IC Interpretation 12 Service Concession Arrangements 

IC Interpretation 13 Customer Loyalty Programmes 

IC Interpretation 14 MFRS 119 – The Limit on a Defined Benefit Asset, Minimum 

Funding Requirements and their Interaction 

IC Interpretation 15 Agreements for the Construction of Real Estate 

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

IC Interpretation 17 Distributions of Non-cash Assets to Owners 

IC Interpretation 18 Transfers of Assets from Customers 

IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments 

IC Interpretation 107 Introduction of the Euro 

IC Interpretation 110 Government Assistance – No Specific Relation to Operating 

Activities 

IC Interpretation 112 Consolidation – Special Purpose Entities 

IC Interpretation 113 Jointly Controlled Entities – Non-Monetary Contributions by 

Venturers 

IC Interpretation 115 Operating Leases – Incentives 

IC Interpretation 125 Income Taxes – Changes in the Tax Status of an Entity or its 

Shareholders 

IC Interpretation 127 Evaluating the Substance of Transactions Involving the Legal 

Form of a Lease 

IC Interpretation 129 Service Concession Arrangements: Disclosures 

IC Interpretation 131 Revenue – Barter Transactions Involving Advertising Services 

IC Interpretation 132 Intangible Assets – Web Site Costs 
























(a) 

(b) 

Amendments to MFRS 101 Clarification of the Requirements for Comparative Information are 

mandatory for annual periods beginning on or after 1 January 2013. 

The Group has early adopted Amendments to MFRS 101 Clarification of the Requirements for 

Comparative Information in conjunction with the application of MFRS 101. These Amendments 

clarify that the third statement of financial position is required only if a retrospective application, 

retrospective restatement or reclassification has a material effect on the information in the statement 

of financial position at the beginning of the preceding period. If the third statement of financial 

position is presented, these Amendments clarify that the related notes to the opening statement 

of financial position need not be disclosed. Accordingly, there are no related notes disclosed in 

relation to the opening statement of financial position as at 1 January 2011. 

Amendments to MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards are 

mandatory for annual periods beginning on or after 1 January 2013. 

The Group has early adopted Amendments to MFRS 1 First-time Adoption of Malaysian Financial 

Reporting Standards in conjunction with the application of MFRS 1. These Amendments clarify that 

the first MFRS financial statements shall include at least three statements of financial position, two 

statements of profit or loss and other comprehensive income, two separate statements of profit 

or loss (if presented), two statements of cash flows and two statements of changes in equity and 

related notes, including comparative information for all statements presented.

058 





5. ADOPTION OF NEW MFRSs AND AMENDMENTS TO MFRSs (cont’d) 

5.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 

1 January 2013 

The following are accounting standards, amendments and interpretations of the MFRS Framework that 

have been issued by the Malaysian Accounting Standards Board (‘MASB’) but have not been adopted 

by the Group and the Company. 

Title 

Amendments to MFRS 101 Presentation of Items of Other Comprehensive Income 

MFRS 10 Consolidated Financial Statements 

MFRS 11 Joint Arrangements 

MFRS 12 Disclosure of Interests in Other Entities 

MFRS 13 Fair Value Measurement 

MFRS 119 Employee Benefits (revised) 

MFRS 127 Separate Financial Statements 

MFRS 128 Investments in Associates and Joint Ventures 

Amendments to MFRS 1 Government Loans 

Amendments to MFRS 7 Disclosures - Offsetting Financial Assets and Financial 

Liabilities 

Amendments to MFRSs Annual Improvements 2009 - 2011 Cycle 

Amendments to MFRS 10, MFRS 11 and MFRS 12 Consolidated Financial 

Statements, Joint Arrangements and Disclosure of Interests in Other Entities: 

Transition Guidance 

IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine 

Amendments to MFRS 132 Offsetting Financial Assets and Financial Liabilities 

Mandatory Effective Date of MFRS 9 and Transition Disclosures 

MFRS 9 Financial Instruments 


1 July 2012 
















The Group is in the process of assessing the impact of implementing these accounting standards, 

amendments and interpretations, since the effects would only be observable for the future financial 

years. 

6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS 

6.1 Changes in estimates 

Estimates are continually evaluated and are based on historical experience and other factors, including 

expectations of future events that are believed to be reasonable under the circumstances. 

The Directors are of the opinion that there are no changes in estimates at the end of the reporting period. 

6.2 Critical judgements made in applying accounting policies 

The following are judgements made by management in the process of applying the Group’s accounting 

policies that have the most significant effect on the amounts recognised in the financial statements. 

(a) Classification of leasehold land 

The Group has assessed and classified land use rights of the Group as finance leases based on the 

extent to which risks and rewards incidental to ownership of the land resides with the Group arising 

from the lease term. Consequently, the Group has classified the unamortised upfront payment for 

land use rights as finance leases in accordance with MFRS 117 Leases.



059 



6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d) 

6.2 Critical judgements made in applying accounting policies (cont’d) 

(b) Classification of non-current bank borrowings 

Term loan agreements entered into by the Group include repayment on demand clauses at the 

discretion of financial institutions. The Group believes that in the absence of a default being 

committed by the Group, these financial institutions are not entitled to exercise its right to demand 

for repayment. Accordingly, the carrying amount of the term loans have been classified between 

current and non-current liabilities based on their repayment period. 

(c) Contingent liabilities 

The determination of treatment of contingent liabilities is based on management’s view of the 

expected outcome of the contingencies for matters arising in the ordinary course of the business. 

(d) Contingent liabilities on corporate guarantees 

The Directors are of the view that the chances of the financial institutions to call upon the corporate 

guarantees are remote. 

6.3 Key sources of estimation uncertainty 

The following are key assumptions concerning the future and other key sources of estimation uncertaity 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. 

(a) Impairment of goodwill on consolidation 

The Group determines whether goodwill on consolidation is impaired at least on an annual basis. 

This requires an estimation of the value in use of the subsidiaries to which goodwill is allocated. 

Estimating a value in use amount requires management to make an estimate of the expected future 

cash flows from the subsidiaries and also to choose a suitable discount rate in order to calculate 

the present value of those cash flows. 

Value in use of mining unit is based on the key assumptions as stated in Note 8 to the financial 

statements. 

(b) Impairment of property, plant and equipment 

The Group determines whether property, plant and equipment is impaired at the end of each 

reporting period. If an indication of impairment exists, the recoverable amount is estimated. 

Recoverable amount of an asset or cash generating unit (‘CGU’) is the higher of its fair value less 

cost to sell and its value in use. 

Estimating a value in use requires management to make an estimate of the expected future cash 

flows to be derived from continuing use of the asset and from its ultimate disposal, expectations 

about possible variations in the amount, timing of those cash flows, the time value of money, price 

for inherent uncertainty risk and other relevant factors. 

As at 31 December 2012, management assessed that the recoverable amounts of property, plant 

and equipment of mining unit, based on value in use calculations, exceeded their carrying amounts 

of RM5,970,000 and thus, no impairment is required. 

Management also assessed that the recoverable amounts of land and buildings and plant and 

machineries of the disposable foodwares unit, based on valuations performed by independent 

professional valuers, exceeded their carrying amounts of RM77,843,000 and thus, no impairment 

is required. 

As for the Group’s other property, plant and equipment, the Directors are of the view that the 

recoverable amounts of these assets are equal or higher than their carrying amounts as all these 

assets are currently in use.

060 





6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d) 

6.3 Key sources of estimation uncertainty (cont’d) 

(c) Depreciation of property, plant and equipment 

The cost of property, plant and equipment is depreciated on a straight-line basis over the assets’ 

useful lives. Management estimates the useful lives of these property, plant and equipment as 

disclosed in Note 4.4 to the financial statements. The useful lives are based on the Group’s historical 

experience with similar assets and taking into accounting anticipate technological changes. The 

depreciation charge for future period is adjusted if there are significant changes from previous 

estimates. 

(d) Impairment of receivables 

The Group makes impairment of receivables based on an assessment of the recoverability of 

receivables. Impairment is applied to receivables where events or changes in circumstances 

indicate that the carrying amounts may not be recoverable. Management specifically analyses 

historical bad debt, customer concentration, customer creditworthiness, current economic trends 

and changes in customer payment terms when making a judgement to evaluate the adequacy of 

impairment of receivables. Where expectations differ from the original estimates, the differences 

would impact the carrying amount of receivables. 

(e) Write down for obsolete or slow moving inventories 

The Group writes down its obsolete or slow moving inventories based on assessment of their 

estimated net selling price. Inventories are written down when events or changes in circumstances 

indicate that the carrying amounts may not be recoverable. Management specifically analyses sales 

trend and current economic conditions when making a judgement in evaluating the adequacy of 

the write down for obsolete or slow moving inventories. Where expectations differ from the original 

estimates, the differences would impact the carrying amount of inventories. 

(f) Income taxes 

Significant judgement is required in determining the capital allowances, deductibility of certain 

expenses and taxability of certain income during the estimation of the provision for income taxes. 

There are transactions during the ordinary course of business for which the ultimate tax determination 

is uncertain. The Group recognises tax liabilities based on estimates of whether additional taxes 

will be due. Where the final tax outcome is different from the amounts that were initially recorded, 

such differences will impact the income tax and deferred tax provisions in the period in which such 

determination is made. 

(g) Fair values of borrowings 

The fair values of borrowings are estimated by discounting future contractual cash flows at the current 

market interest rates available to the Group for similar financial instruments. Sensitivity analysis of the 

effects of interest rate risk has been disclosed in Note 27 to the financial statements. 

(h) Impairment of investments in subsidiaries 

Management reviews the material investments in subsidiaries for impairment when there is an 

indication of impairment. 

The recoverable amounts of the investments in subsidiaries are assessed by reference to the higher 

of its fair value less cost to sell and its value in use of the respective subsidiaries. 

Estimating a value in use requires management to make an estimate of the expected future cash 

flows to be derived from continuing use of the asset and from its ultimate disposal, expectations 

about possible variations in the amount, timing of those cash flows, the time value of money, price 

for inherent uncertainty risk and other relevant factors. 

As at 31 December 2012, management assessed that the recoverable amounts of investments in 

subsidiaries, based on fair value less cost to sell, were lower than their carrying amounts and thus, 

an impairment loss of RM4,700,000 is recognised in profit or loss as disclosed in Note 9 to the 

financial statements.



061 



7. PROPERTY, PLANT AND EQUIPMENT 

Group 

Balance 

as at 


RM’000 

Additions 

RM’000 

Disposals 

RM’000 

Depreciation 

charge for 

the financial 

year 

RM’000 

Adjustment* 

RM’000 

Balance 

as at 


RM’000 

Carrying amount 


Buildings 



Plant and machinery, tools and factory equipment, roads 

and bridges, mould and electrical installation 

32,432 

34,448 

1,188 

170 

20,385 

- 

117 

86 

- 

4,149 

- 

(22) 

(124) 

- 

- 

(1,346) 

(1,485) 

(311) 

(58) 

(4,956) 

(149) 

- 

- 

- 

- 

31,086 

33,080 

963 

90 

19,305 

88,623 4,352 (146) (8,156) 

(149) 84,524 

|------------------------------------------ At 31.12.2012 ---------------------------------------------------------| 

Cost 

RM’000 

Accumulated 

depreciation 

RM’000 

Accumulated 

impairment 

RM’000 


RM’000 


Buildings 





42,344 

36,993 

4,675 

1,351 

99,649 

(11,258) 

(2,938) 

(3,712) 

(1,261) 

(79,130) 

- 

(975) 

(1,214) 

- 

- 

31,086 

33,080 

963 

90 

19,305 

185,012 

(98,299) 

(2,189) 

84,524 

* Relates to the adjustment for the plant and machinery that were held on behalf of a third party.

062 





7. PROPERTY, PLANT AND EQUIPMENT (cont’d) 

Group 

Balance 

as at 

1.1.2011 

RM’000 

Additions 

RM’000 


Freehold land 


Buildings 

Furniture, fittings and office 

equipment 


Plant and machinery, tools and 

factory equipment, roads and 

bridges, mould and electrical 

installation 

3,100 

33,600 

40,492 

1,322 

178 

25,673 

- 

171 

446 

383 

66 

1,485 

104,365 

2,551 


Buildings 





Disposals 

RM’000 

Written off 

RM’000 

Foreign 

currency 

translation 

differences 

RM’000 

Depreciation 

charge for 

the financial 

year 

RM’000 

Impairment 

loss 

RM’000 

Balance 

as at 

31.12.2011 

RM’000 

(3,100) 

- 

(4,233) 

- 

- 

- 

- 

- 

67 

- 

(1,339) 

(1,524) 

- 

- 

(800) 

- 

32,432 

34,448 

(179) 

- 

(2) 

- 

4 

- 

(340) 

(74) 

- 

- 

1,188 

170 

- 

- 

- (5,573) (1,200) 20,385 

(7,512) 

(2) 

71 (8,850) (2,000) 88,623 

|------------------------------------------ At 31.12.2011 ---------------------------------------------------------| 

Cost 

RM’000 

Accumulated 

depreciation 

RM’000 

Accumulated 

impairment 

RM’000 


RM’000 

42,344 

36,877 

4,593 

1,458 

(9,912) 

(1,454) 

(3,405) 

(1,288) 

- 

(975) 

- 

- 

32,432 

34,448 

1,188 

170 

97,004 

(75,405) 

(1,214) 

20,385 

182,276 

(91,464) 

(2,189) 

88,623



063 



7. PROPERTY, PLANT AND EQUIPMENT (cont’d) 

(a) Acquisition of property, plant and equipment 

During the financial year, the Group made the following cash payments to purchase property, plant and 

equipment: 

Purchase of property, plant and equipment 

Acquired under hire purchase arrangements 

Unsettled and remained as other payables 

Cash payments on purchase of property, plant and 

equipment 

(b) Assets under hire purchase 

Included in the carrying amount of property, plant and equipment are machineries and motor vehicles 

of RM2,984,000 (2011: RM7,105,000) acquired under hire purchase agreements. 

(c) Security 

At 31 December 2012, property, plant and equipment with carrying amounts of RM61,739,000 (2011: 

RM64,366,000) are charged to financial institutions for credit facilities granted to the Group (Note 16). 

(d) Disposal of assets 

During the current financial year, property, plant and equipment with carrying amounts of RM146,000 

(2011: RM7,512,000) were disposed of for a total cash consideration of RM208,000 (2011: RM9,984,000) 

resulting in total gain on disposals of RM62,000 (2011: RM2,472,000). 

(e) Title to a leasehold land 

The title of a piece of kaolin land, which was acquired at a cost of RM3,550,000 is still in the process of 

being transferred to a subsidiary of the Group. The carrying amount of this land is RM Nil (2011: RM Nil). 

(f) Impairment loss of assets 

In the previous financial year, there was an impairment loss of RM2,000,000 recognised in profit or loss 

due to the assets were damaged by fire.

064 





8. INTANGIBLE ASSETS 

Group Goodwill Trademarks Total 

RM ’000 RM ’000 RM ’000 

Cost 

At 1 January 2011/ 31 December 2011 71,968 62 72,030 

At 1 January 2012/ 31 December 2012 71,968 62 72,030 

Accumulated amortisation and 

impairment loss 

At 1 January 2011/ 31 December 2011 60,968 - 60,968 

At 1 January 2012/ 31 December 2012 60,968 - 60,968 

Carrying amounts 

At 31 December 2011 11,000 62 11,062 

At 31 December 2012 11,000 62 11,062 

Impairment testing for cash generating units containing goodwill 

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions, which 

represent the lowest level within the Group at which the goodwill is monitored for internal management 

purposes. The carrying amount of goodwill allocated to each unit is as follows: 

Mining 

As at 31 December 2012, management assessed that the recoverable amount of goodwill of the mining unit, 

based on value in use calculation, exceeded its carrying amount and thus, no impairment is required.



065 



8. INTANGIBLE ASSETS (cont’d) 

Value in use was determined by discounting the future cash flows generated from the continuing use of the 

unit and was based on the following key assumptions: 

(i) Cash flows of mining unit was projected based on financial budgets and plans approved by the Directors. 

These budgets and plans covered a five (5) year period based on the Directors’ estimation of the 

remaining available mineral reserves, extraction rate of those mineral reserves during the remaining 

lease period and the estimated useful life of the machineries for the mining unit. 

(ii) The anticipated annual revenue growth rates used in the cash flow budgets and plans of the mining unit 

are 54% in financial year 2013, 6% in financial year 2014, 7% for financial years 2015 and 2016 and 5% 

in financial year 2017. The management does not foresee any difficulties in obtaining approval for its 

new land application as planned. 

(iii) The anticipated gross profit margins used in the cash flow forecast/projections of the mining unit are 8% 

in financial year 2013, 7% in financial year 2014, 10% in financial year 2015, 13% in financial year 2016 and 

14% in financial year 2017; where it was assumed that various cost-cutting measures will be successfully 

implemented as planned. 

(iv) A pre-tax discount rate of 8.10% per annum has been applied in determining the recoverable amount of 

the mining unit. The discount rate was estimated based on an adjusted weighted average cost of capital. 

The values assigned to the key assumptions represent the management’s assessment of future trends in 

the mining industry and are based on both internal sources (historical data) and external sources where 

appropriate. 

Based on the sensitivity analysis performed by management, a 1% increase in the discount rate used 

and a 4% decrease in sales volume would result in a trivial difference in the impairment test outcome.

066 





9. INVESTMENTS IN SUBSIDIARIES 

Redeemable 

Company Ordinary preference 

shares shares Total 

RM ’000 RM ’000 RM ’000 

At cost 

Unquoted shares in Malaysia 

At 1 January 2011/ 31 December 2011 127,243 55,000 182,243 

At 1 January 2012/ 31 December 2012 127,243 55,000 182,243 

Accumulated impairment loss 

At 1 January 2011 108,655 - 108,655 

Impairment loss (Note 20) 1,500 - 1,500 

At 31 December 2011 110,155 - 110,155 

At 1 January 2012 110,155 - 110,155 

Impairment loss (Note 20) 4,700 - 4,700 

At 31 December 2012 114,855 - 114,855 

Carrying amounts 

At 31 December 2011 17,088 55,000 72,088 

At 31 December 2012 12,388 55,000 67,388 

The details of the subsidiaries are as follows: 

Name of subsidiary 

Country of 

incorporation 

Interest in equity 

held by the 

Company 

2012 2011 

% % 

Principal activities 

Associated Kaolin 

Industries Sdn. Bhd.^ 

Malaysia 100 100 Production and sale of refined 

kaolin 

Greatpac Sdn. Bhd. ^ Malaysia 100 100 Manufacturing and trading of 

disposable foodwares products 

(Subsidiaries of 

Greatpac Sdn. Bhd.) 

Greatpac (S) Pte. Ltd.* Singapore 100 100 Dormant 

Greatpac Trading 

Sdn. Bhd.^ Malaysia 100 100 Dormant 

* Audited by BDO Member Firm. 

^ Audited by BDO in Malaysia. 

During the current financial year, the Company recognised impairment loss of RM4,700,000 (2011: 

RM1,500,000) in respect of investments in subsidiaries due to the recoverable amounts are less than their 

carrying amounts.



067 



10. INVENTORIES 

At cost 

Raw materials 

Finished goods 

At net realisable value 

Raw materials 

Work-in-progress 

Finished goods 


RM’000 

1,697 

144 

1,841 

- 

4,658 

2,540 

7,198 

9,039 

Group 

2011 

RM’000 

1,245 

846 

2,091 

804 

3,077 

3,591 

7,472 

9,563 

During the current financial year, the Group reversed RM167,000 (2011: RM Nil) in respect of inventories 

previously written down as the Group was able to sell these inventories above their carrying amounts. The 

amount is included in the cost of sales. 

In the previous financial year, the Group wrote down the inventories by RM408,000 to their net realisable 

values. The Group also wrote off inventories of RM1,400,000, which were mainly due to damages caused by 

fire. Both amounts written down and written off were included in cost of sales and other operating expenses. 

11. TRADE AND OTHER RECEIVABLES 

Non-current 

Deposits and prepayments 

Prepayments 

Group 


RM’000 

1,419 

2011 

RM’000 

1,502 


RM’000 

Company 

- 

2011 

RM’000 

- 

Current 

Trade receivables 

Third parties 

Less: Impairment loss 

8,084 

(1,535) 

9,853 

(1,595) 

- 

- 

- 

- 

6,549 

8,258 

- 

- 

Other receivables 

Amounts owing by subsidiaries 

Other receivables 

- 

1,534 

- 

4,521 

9,650 

1,066 

5,626 

1,066 


1,534 

(1,066) 

4,521 

(1,066) 

10,716 

(1,066) 

6,692 

(1,066) 

468 

3,455 

9,650 

5,626 

Loans and receivables 

7,017 

11,713 

9,650 

5,626

068 





11. TRADE AND OTHER RECEIVABLES (cont’d) 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Deposits and prepayments 

Deposits 

Prepayments 


270 

429 

699 

- 

448 

964 

1,412 

(184) 

- 

- 

- 

- 

- 

- 

- 

- 

699 

1,228 

- 

- 

7,716 

12,941 

9,650 

5,626 

9,135 

14,443 

9,650 

5,626 

Non-current 

(a) Prepayments 

Prepayments represent rentals paid by the Group for a tenancy agreement with a third party. Pursuant 

to the tenancy agreement, the Group is granted full and exclusive right to mine all kaolin deposits of the 

land. 

Current 

(a) Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group 

range from one (1) month to three (3) months. They are recognised at their original invoice amounts, 

which represent their fair values on initial recognition. 

(b) Amounts owing by subsidiaries represent mainly payments made on behalf, management fees and 

advances, that are unsecured, interest-free other than an amount of RM4,200,000 (2011: RM650,000), 

which bears interest at rate of 8.10% (2011: ranging from 7.80% to 8.10%) per annum and payable upon 

demand in cash and cash equivalents. The interest charged on part of the above advances had been 

waived by the Company during the current financial year. 

(c) Information on the financial risk of trade and other receivables is disclosed in Note 27 to the financial 

statements. 

(d) The currency exposure profiles of receivables are as follows: 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Ringgit Malaysia 

Singapore Dollar 

US Dollar 

Euro 

Australian Dollar 

5,858 

177 

2,959 

- 

141 

10,454 

199 

2,576 

1,074 

140 

9,650 

- 

- 

- 

- 

5,626 

- 

- 

- 

- 

9,135 

14,443 

9,650 

5,626



069 




(e) The ageing analysis of trade receivables of the Group are as follows: 

Neither past due nor impaired 

Past due, not impaired 

1 to 30 days 

31 to 60 days 

61 to 90 days 

91 to 120 days 

121 to 150 days 

151 to 180 days 

More than 181 days 

Past due and impaired 

Receivables that are neither past due nor impaired 


RM’000 

3,986 

2,021 

364 

38 

10 

18 

16 

96 

2,563 

1,535 

8,084 

Group 

2011 

RM’000 

4,082 

2,314 

752 

812 

215 

3 

7 

73 

4,176 

1,595 

9,853 

Trade receivables that are neither past due nor impaired are creditworthy receivables with good payment 

records with the Group. 

None of the trade receivables of the Group that are neither past due nor impaired have been renegotiated 

during the financial year. 

Receivables that are past due but not impaired 

Trade receivables that are past due but not impaired mainly arose from active corporate clients with 

healthy business relationship, in which the management is of the view that the amounts are recoverable 

based on past payments history. 

The trade receivables of the Group that are past due but not impaired are unsecured in nature. 

Receivables that are past due and impaired 

Trade receivables of the Group that are past due and impaired at the end of the reporting period are as 

follows: 

Group 

Individually impaired 


2011 

RM’000 RM’000 

Trade receivables, gross 


1,535 

(1,535) 

- 

1,595 

(1,595) 

-

070 






(f) The reconciliation of movements in the impairment loss on trade receivables are as follows: 

At 1 January 

Charge for the financial year (Note 20) 

Reversal of impairment loss (Note 20) 

Exchange differences 

At 31 December 


RM’000 

1,595 

- 

(87) 

27 

1,535 

Group 

2011 

RM’000 

1,504 

88 

(18) 

21 

1,595 

Trade receivables that are individually determined to be impaired at the end of the reporting period relate 

to those receivables that exhibit significant financial difficulties and have defaulted on payments. These 

receivables are not secured by any collateral or credit enhancements. 

(g) The reconciliation of movements in the impairment loss on deposits and prepayments are as follows: 

At 1 January 

Written off 



RM’000 

184 

(184) 

- 

Group 

2011 

RM’000 

184 

- 

184 

12. DERIVATIVE FINANCIAL INSTRUMENTS 

Group 

Contract/ 

Notional 

amount 

RM’000 


Assets 

RM’000 

Liabilities 

RM’000 

Contract/ 

Notional 

amount 

RM’000 

2011 

Assets 

RM’000 

Liabilities 

RM’000 

Forward currency 

contracts 

1,851 

- 

23 

3,365 

14 

46 

Forward currency contracts have been entered into for hedging forecast sales denominated in foreign 

currencies that are expected to occur at various dates within six (6) months from the end of the reporting 

period. The forward currency contracts have maturity dates that coincide with the expected occurrence of 

these transactions. The fair values of these components have been determined based on the differences 

between the quarterly future rates and the strike rates, discounted at the convenience yield of the instruments 

involved. 

During the financial year, the Group recognised total gains of RM9,000 (2011: total losses of RM74,000) 

arising from fair value changes of derivative instruments. The fair value changes are attributable to changes 

in foreign exchange spot and forward foreign exchange rates. The methods and assumptions applied in 

determining the fair values of derivatives are disclosed in Note 26 to the financial statements.



071 



13. CASH AND CASH EQUIVALENTS 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Cash and bank balances 

Deposits placed with licensed 

banks 

206 

544 

1,622 

529 

11 

- 

10 

- 

750 

2,151 

11 

10 

(a) Included in the deposits placed with licensed banks is RM544,000 (2011: RM529,000) pledged for bank 

facilities granted to subsidiaries. 

(b) Information on the financial risk of cash and cash equivalents is disclosed in Note 27 to the financial 

statements. 

(c) The currency exposure profiles of cash and cash equivalents are as follows: 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 



US Dollar 

707 

13 

30 

641 

1,226 

284 

11 

- 

- 

10 

- 

- 

750 

2,151 

11 

10 

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

the end of the reporting period: 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Cash and bank balances 

Deposits placed with 

licensed banks 

Bank overdrafts 

included in borrowings 

(Note 16) 

206 

544 

(3,598) 

1,622 

529 

(3,503) 

11 

- 

- 

10 

- 

- 

Less: Deposits pledged 

with licensed 

banks 

(2,848) 

(544) 

(1,352) 

(529) 

11 

- 

10 

- 

(3,392) 

(1,881) 

11 

10

072 





14. SHARE CAPITAL, RESERVES AND ACCUMULATED LOSSES 

14.1 Share capital 

Ordinary shares of 

RM0.10 each: 

Number 

of shares 

’000 

Group and Company 


Number 

of shares 

RM’000 ’000 

RM’000 

Authorised 

5,000,000 

500,000 

5,000,000 

500,000 

Issued and fully paid: 

Balance as at 1 January 


Issuance during the 

financial year 

Balance as at 31 

December 

448,438 

- 

16,000 

464,438 

44,844 

- 

1,600 

46,444 

288,438 

- 

160,000 

448,438 

57,688 

(28,844) 

16,000 

44,844 

During the current financial year, the Company increased its issued and paid-up share capital by issuance 

of 16 million new ordinary shares of RM0.10 each for cash via the exercise of 16 million detachable warrants 

2008/2013 (‘Warrants’) at exercise price of RM0.21 per Warrant on the basis of one (1) new ordinary share 

for every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 2008. 

In the previous financial year, the Company undertook the following: 

(i) reduced the issued and paid-up share capital of the Company via cancellation of RM0.10 from the 

par value of every existing ordinary share of RM0.20 each in the Company pursuant to Section 64 of the 

Companies Act, 1965 in Malaysia; and 

(ii) increased its issued and paid-up share capital by issuance of 160 million new ordinary shares of RM0.10 

each via a private placement to its major shareholder, namely WTKHSB or its assignee(s)/renouncee(s) 

by way of the conversion of an existing debt amounting to RM16 million owing by the Company to 

WTKHSB. 

The owners of the parent are entitled to receive dividends as and when declared by the Company and are 

entitled to one (1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu 

with regard to the Company’s residual assets. 

14.2 Reserves and accumulated losses 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Non-distributable: 

Capital reserve 

Warrant reserve 

Exchange translation 

reserve 

3,472 

5,980 

(41) 

- 

7,692 

(46) 

3,472 

5,980 

- 

- 

7,692 

- 


9,411 

(40,499) 

7,646 

(30,254) 

9,452 

(18,187) 

7,692 

(14,853) 

(31,088) 

(22,608) 

(8,735) 

(7,161)



073 



14. SHARE CAPITAL, RESERVES AND ACCUMULATED LOSSES (cont’d) 

14.2 Reserves and accumulated losses (cont’d) 

(a) Capital reserve 

The capital reserve arose from the exercise of warrants during the financial year ended 31 December 

2012. The reserve could be utilised, upon approval by the relevant authorities, to offset accumulated 

losses of the Group and the Company. 

The capital reserve arose from the Par Value Reduction in the previous financial year as disclosed in 

Note 14.1(i) to the financial statements had enabled the Company to eliminate RM28,844,000 of its 

accumulated losses, which was within the threshold approved by the Court Order dated 28 February 

2011 of RM28,844,000. 

(b) Warrant reserve 

The Warrants of 71,856,764 issued pursuant to the Rights Issue exercise of the Company were 

constituted by a Deed Poll dated 24 July 2008 (“Deed Poll”). The Warrants were listed on Main Market 

of Bursa Malaysia Securities Berhad on 29 August 2008. The main features of the Warrants are as 

follows: 

(i) Each Warrant will entitle its registered holder during the exercise period to subscribe for one (1) new 

ordinary share at the exercise price, subject to adjustment in accordance with the provision of the 

Deed Poll. 

(ii) The exercise price of each Warrant has been fixed at RM0.21, subject to adjustments under certain 

circumstances in accordance with the provision of the Deed Poll. 

th 

(iii) The expiry date of Warrants shall be the day falling on the fifth (5 ) anniversary of the date of issue 

of the Warrants, whereupon any warrant, which has not been exercised will lapse and cease 

thereafter to be valid for any purpose. 

(iv) The ordinary shares of RM0.10 each to be issued pursuant to the exercise of the Warrants will rank 

pari passu in all respect with the existing issued ordinary share of the Company. 

During the current financial year, 16,000,000 warrants had been exercised and the balance of warrants 

that remain unexercised are 55,856,764 units (2011: 71,856,764 units). 

(c) Exchange translation reserve 

The exchange translation reserve is used to record foreign currency exchange differences arising from 

the translation of the financial statements of a foreign operation whose functional currency is different 

from that of the Group’s presentation currency. It is also used to record the exchange differences arising 

from monetary items which form part of the Group’s net investment in a foreign operation, where the 

monetary item is denominated in either the functional currency of the reporting entity or the foreign 

operation.

074 





15. TRADE AND OTHER PAYABLES 

Non-current 

Other payables 

Amount owing to a related party 


RM’000 

38,996 

Group 

2011 

RM’000 

39,735 


RM’000 

38,996 

Company 

2011 

RM’000 

39,735 

Current 

Trade payables 

Third parties 

5,940 

8,953 

- 

- 


Amount owing to a subsidiary 

Amounts owing to related parties 


Accruals 

- 

247 

2,925 

4,805 

- 

27 

2,891 

5,905 

- 

21 

73 

250 

986 

21 

17 

186 

13,917 

17,776 

344 

1,210 

52,913 

57,511 

39,340 

40,945 

Non-current 

Amount owing to a related party, WTKHSB, a substantial corporate shareholder of the Company relates to 

advances received, which are unsecured and bear interest at rate of 8.10% (2011: ranging from 7.80% to 

8.10%) per annum. The amount is not repayable in the next twelve (12) months. 

On 31 December 2012, WTKHSB has formalised the repayment terms in respect of the amount owing by the 

Company amounting to RM38,996,000 (2011: RM39,735,000). The said outstanding amount bears interest at 

8.10% (2011: 8.10%) per annum. 

Term and repayment schedule 

Group and 

Company 


Year of 

maturity 

Carrying 

amount 

RM’000 

Under 

1 year 

RM’000 

1 - 2 

years 

RM’000 

2 - 5 

years 

RM’000 

Over 

5 years 

RM’000 

Amount owing to a 

related party 

2021 

38,996 

- 

3,613 

12,764 

22,619 

2011 

Amount owing to a 

related party 

2020 

39,735 

- 

3,681 

13,006 

23,048 

WTKHSB has agreed to the Company’s request to subordinate the advances due to WTKHSB amounting to 

RM38,996,000 (2011: RM39,735,000) for the next twelve (12) months from the date of this report. WTKHSB 

had also waived RM2,000,000 of the above advances and RM2,429,000 of the interest charged during the 

current financial year.



075 



15. TRADE AND OTHER PAYABLES (cont’d) 

Current 

(a) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range 

from one (1) month to three (3) months. 

(b) Amounts owing to a subsidiary and related parties are mainly in respect of payments made on behalf and 

advances, which are unsecured, interest-free and payable upon demand in cash and cash equivalents. 

(c) Included in accruals of the Group is an amount of RM512,000 (2011: RM704,000) in relation to the 

contributions payable under the terms and conditions of the Collective Agreement with NMPME. 

(d) Information on the financial risk of trade and other payables is disclosed in Note 27 to the financial 

statements. 

(e) The currency exposure profiles of payables are as follows: 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 



US Dollar 

52,359 

10 

544 

54,370 

318 

2,823 

39,340 

- 

- 

40,945 

- 

- 

52,913 

57,511 

39,340 

40,945 

16. BORROWINGS 



RM’000 

Group 

2011 

RM’000 

Secured bank loans 

Hire purchase liabilities 



Secured bankers’ acceptances 

Secured bank overdrafts 

Unsecured bankers’ acceptances 


Total borrowings 


Secured bankers’ acceptances 

Secured bank overdrafts 

Unsecured bankers’ acceptances 


24,045 

1,599 

25,644 

2,133 

4,410 

3,598 

3,155 

514 

13,810 

26,178 

4,410 

3,598 

3,155 

2,113 

39,454 

22,611 

223 

22,834 

2,656 

4,327 

3,503 

4,995 

1,590 

17,071 

25,267 

4,327 

3,503 

4,995 

1,813 

39,905

076 





15. BORROWINGS (cont’d) 

(a) The bank loans, bankers’ acceptances and bank overdrafts facilities are secured against the following: 

(i) first legal charge over the leasehold land and buildings with carrying amounts of RM61,739,000 

(2011: RM64,366,000) (Note 7); 

(ii) fixed deposits of RM377,000 (2011: RM366,000); 

(iii) debenture over all present and future fixed and floating assets of certain subsidiaries; and 

(iv) corporate guarantee by the Company. 

(b) Terms and repayment schedule 

Group 


Year of 

maturity 

Carrying 

amount 

RM’000 

Under 

1 year 

RM’000 

1 - 2 

years 

RM’000 

2 - 5 

years 

RM’000 

Over 

5 years 

RM’000 


Secured bankers’ 

acceptances 

Secured bank 

overdrafts 

Unsecured 

bankers’ 

acceptances 

Hire purchase 

liabilities 

2022 

2013 

2013 

2013 

2017 

26,178 

4,410 

3,598 

3,155 

2,113 

2,133 

4,410 

3,598 

3,155 

514 

2,137 

- 

- 

- 

421 

7,447 

- 

- 

- 

1,178 

14,461 

- 

- 

- 

- 

39,454 

13,810 

2,558 

8,625 

14,461 

Group 

2011 

Year of 

maturity 

Carrying 

amount 

RM’000 

Under 

1 year 

RM’000 

1 - 2 

years 

RM’000 

2 - 5 

years 

RM’000 

Over 

5 years 

RM’000 


Secured bankers’ 

acceptances 

Secured bank 

overdrafts 

Unsecured 

bankers’ 

acceptances 

Hire purchase 

liabilities 

2022 




2016 

25,267 

4,327 

3,503 

4,995 

1,813 

2,656 

4,327 

3,503 

4,995 

1,590 

1,777 

- 

- 

- 

156 

5,678 

- 

- 

- 

67 

15,156 

- 

- 

- 

- 

39,905 

17,071 

1,933 

5,745 

15,156 

(c) Hire purchase liabilities are payable as follows: 

Group 

Less than 

one year 

Between one 

and five years 

[----------------------2012--------------------] [----------------------2011---------------------] 

Minimum 

Minimum 

lease 

lease 

payments Interest Principal payments Interest Principal 

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

651 

1,816 

137 

217 

514 

1,599 

1,645 

238 

55 

15 

1,590 

223 

2,467 

354 

2,113 

1,883 

70 

1,813 

(d) Information on financial risk of borrowings is disclosed in Note 27 to the financial statements. 

(e) All borrowings are denominated in Ringgit Malaysia.



077 



17. DEFERRED TAX LIABILITIES 

(a) Deferred tax liabilities are attributable to the following: 


RM’000 

Group 

2011 

RM’000 


6,770 

7,063 

(b) The movements of deferred tax liabilities during the financial year are as follows: 


RM’000 

Group 

2011 

RM’000 

At 1 January 

Recognised in profit or loss (Note 21) 


7,063 

(293) 

6,770 

7,355 

(292) 

7,063 

(c) The amounts of temporary differences for which no deferred tax assets have been recognised in the 

statements of financial position are as follows: 

Group 


RM’000 RM’000 

Unabsorbed capital allowances 

Unused tax losses 

Provisions 

At 25% (2011: 25%) 

21,204 

51,522 

678 

73,404 

18,351 

15,388 

47,650 

889 

63,927 

15,982 

Deferred tax assets have not been recognised in respect of these items as it is not probable that future 

taxable profit would be available against which the deductible temporary differences can be utilised. 

The deductible temporary differences do not expire under the current tax legislation. 

18. REVENUE 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Sales 

Management fees 

54,407 

- 

70,340 

- 

- 

374 

- 

614 

54,407 

70,340 

374 

614

078 





19. FINANCE COSTS 

Interest expense on: 

-advances 

-bankers’ acceptances 

-bank loans 

-bank overdrafts 

-hire purchase 

-others 


RM’000 

158 

384 

1,873 

219 

67 

167 

Group 

2011 

RM’000 

2,513 

409 

2,005 

205 

218 

166 


RM’000 

220 

- 

- 

- 

- 

- 

Company 

2011 

RM’000 

2,676 

- 

- 

- 

- 

- 

2,868 

5,516 

220 

2,676 

20. LOSS BEFORE TAX 

Loss before tax is 

arrived at after charging: 

Note 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Auditors’ remuneration 

- statutory audit 

- other services 

Depreciation of property, 


Directors’ remuneration 

- fees 

- other emoluments 



Impairment losses on: 

- investments in 

subsidiaries 

- other receivables 

- property, plant and 

equipment 

- trade receivables 

Interest expense 

Inventories written down 

Inventories written off 

Property, plant and 

equipment written off 

Rental expenses on 

- mining lease 

- office equipment 

- property leases 

- forklift 

Royalty 

7 

12 

9 

7 

11 

19 

10 

10 

7 

122 

22 

8,156 

105 

27 

- 

- 

- 

- 

- 

2,868 

- 

- 

- 

129 

- 

- 

40 

732 

113 

11 

8,850 

105 

1,058 

74 

- 

6 

2,000 

88 

5,516 

408 

1,400 

2 

129 

21 

41 

- 

418 

50 

16 

- 

90 

27 

- 

4,700 

- 

- 

- 

220 

- 

- 

- 

- 

- 

- 

- 

- 

42 

8 

- 

90 

924 

- 

1,500 

- 

- 

- 

2,676 

- 

- 

- 

- 

- 

- 

- 

- 

and after crediting: 



Gain on disposal of 

property, plant and 

equipment 

Insurance compensation 


Net foreign exchange gain 

Rental income 

Waiver of amount owing to a 

related party 

Reversal of inventories written 

down 

Reversal of impairment loss 

on trade receivables 

12 

7 

15 

10 

11 

9 

62 

- 

17 

723 

449 

2,000 

167 

87 

- 

2,472 

3,919 

17 

704 

10 

- 

- 

18 

- 

- 

- 

159 

- 

- 

2,000 

- 

- 

- 

- 

- 

312 

- 

- 

- 

- 

-



079 



21. TAXATION 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Current taxation based on 

loss for the financial year 

Over provision in prior years 

- 

- 

- 

(53) 

- 

- 

(53) 

Deferred tax (Note 17): 

Relating to origination 

and reversal of temporary differences 

- 

(293) 

(53) 

(292) 

- 

- 

(53) 

- 

(293) 

(345) 

- 

(53) 

The Malaysian income tax is calculated at the statutory tax rate of 25% (2011: 25%) of the estimated taxable 

profit for the fiscal year. 

Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions. 

The numerical reconciliations between the tax income and the product of accounting loss multiplied by the 

applicable tax rate of the Group and of the Company are as follows: 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 


(10,538) 

(15,129) 

(3,334) 

(5,346) 

Tax at Malaysia tax rate of 

25% (2011: 25%) 

(2,634) 

(3,783) 

(834) 

(1,336) 

Non-taxable income 

Non-allowable expenses 

Deferred tax assets 

not recognised 

Differences of tax rate in 

foreign jurisdiction 

(549) 

535 

2,369 

(14) 

(1,641) 

2,299 

2,887 

(54) 

(500) 

1,334 

- 

- 

- 

1,336 

- 

- 

Over provision of tax 

expense in prior years 

(293) 

- 

(292) 

(53) 

- 

- 

- 

(53) 

(293) 

(345) 

- 

(53)

080 





22. LOSS PER SHARE 

(a) Basic 

Basic loss per ordinary share for the financial year is calculated by dividing the 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. 

Loss for the year attributable to equity holders of 

the parent 


RM’000 

(10,245) 

Group 

2011 

RM’000 

(14,748) 

Weighted average number of ordinary shares in issue 

(‘000 unit) 

Basic loss per ordinary share (sen) 

(b) Diluted 


451,870 

(2.27) 

Group 

2011 

415,123 

(3.56) 

The diluted loss per ordinary share is the same as the basic loss per ordinary share because the effect 

of the assumed conversion of warrants outstanding will be anti dilutive and the Company has no other 

dilutive potential ordinary share in issue as at end of the reporting period. 

23. EMPLOYEE BENEFITS 


RM’000 

Group 

2011 

RM’000 


RM’000 

Company 

2011 

RM’000 

Salaries, wages, overtime and allowance 

Contributions to Employee Provident Fund 

Contributions to NMPME Union Fund 

Other employee benefits 

8,513 

629 

(192) 

347 

11,395 

817 

60 

417 

452 

54 

- 

29 

1,353 

146 

- 

26 

9,297 

12,689 

535 

1,525 

Included in the employee benefits of the Group and of the Company are Executive Directors’ remunerations 

amounting to RM27,000 (2011: RM1,058,000) and RM27,000 (2011: RM924,000) respectively.



081 



24. RELATED PARTY DISCLOSURES 

(a) Identities of related parties 

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, 

to control the party or exercise significant influence over the party in making financial and operating 

decisions, or vice versa, or where the Group and the party are subject to common control or common 

significant influence. Related parties may be individuals or other parties. 

The Company has controlling related party relationship with its direct and indirect subsidiaries. 

The related parties and their relationships with the Group as at 31 December 2012 are as follows: 

Name of related parties 

Wawasan TKH Sdn. Bhd. 

Relationship 

Corporate shareholder and a company in 

which certain Directors of the Company 

have substantial financial interests. 

Asia Experience Sdn. Bhd. ) Companies in which certain Directors of the 

Clear Expertise Sdn. Bhd. ) Company have substantial financial interests. 

PST Travel Services Sdn. Bhd. ) 

TKH Manufacturing Sdn. Bhd. ) 

Xilouette Manufacturer Sdn. Bhd. ) 

Xixili Intima Sdn. Bhd. ) 

(b) In addition to the transactions and balances detailed elsewhere in the financial statements, the Group 

and the Company had the following transactions with related parties during the financial year: 

Subsidiaries 

Advances to 

Interest receivable 

Interest payable 

Management fees 

receivable 


RM’000 

- 

- 

- 

- 

Group 

2011 

RM’000 

- 

- 

- 

- 


RM’000 

4,540 

158 

62 

374 

Company 

2011 

RM’000 

1,304 

312 

163 

614 

Related parties 

Advances from 

Interest payable 

Waiver of advances owing to 

Insurance brokerage commission 

Flight tickets paid or payable 

Sale of raw materials 

Rental income 

Purchase of motor vehicle 

Sale of office equipment 

1,104 

158 

2,000 

78 

55 

- 

449 

- 

- 

3,670 

2,513 

- 

64 

49 

217 

10 

66 

2 

1,104 

158 

2,000 

- 

- 

- 

- 

- 

- 

3,670 

2,513 

- 

- 

- 

- 

- 

- 

The Directors are of the opinion that the terms and conditions and prices of the above transactions are 

not materially different from those obtainable from transactions with unrelated parties.

082 





24. RELATED PARTY DISCLOSURES (cont’d) 

(c) Compensation of key management personnel 

Key management personnel are those persons having the authority and responsibility for planning, 

directing and controlling the activities of the entity, directly and indirectly, including any Director (whether 

executive or otherwise) of the Group and the Company. 

The remunerations of Directors and other key management personnel during the financial year are as 

follows: 

Group 

Company 



RM’000 RM’000 RM’000 RM’000 

Directors’ remuneration 

- fees 

- other emoluments 

105 

27 

105 

1,058 

90 

27 

90 

923 

Other key management personnel 

- short term employee benefits 

132 

1,690 

1,163 

2,002 

117 

466 

1,013 

532 

1,822 

3,165 

583 

1,545 

25. OPERATING SEGMENTS 

The Group has arrived at three (3) reportable segments that are organised and managed separately 

according to the nature of products and services, specific expertise and technologies requirements, which 

requires different business and marketing strategies. The reportable segments are summarised as follows: 

(i) 

Investment holding 

(ii) Manufacturing disposable foodwares 

(iii) Mining 

The Group’s chief operating decision maker monitors the operating results of its business units separately 

for the purpose of making decisions on resource allocation and performance assessment. 

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 excluding non-recurring losses such as restructuring costs and goodwill impairment. 

Inter-segment revenue is priced on an arm’s length basis and is eliminated in the consolidated financial 

statements. These policies have been applied consistently throughout the current and previous financial 

years. 

Segment assets exclude tax assets. 

Segment liabilities exclude tax liabilities and deferred tax liabilities. Even though loans and borrowings arise 

from financing activities rather than operating activities, they are allocated to the segments based on funding 

requirements. Details are provided in the reconciliations from segment assets and liabilities to the position of 

the Group.



083 



25. OPERATING SEGMENTS (cont’d) 


Investment 

holding 

RM’000 

Manufacturing 

disposable 

foodwares 

RM’000 

Mining 

RM’000 

Total 

RM’000 

Revenue 

Total revenue 

Inter-segment revenue 

Revenue from external 

customers 

374 

(374) 

- 

41,729 

- 

41,729 

12,678 

- 

12,678 

54,781 

(374) 

54,407 


Finance costs 

2 

(220) 

10 

(2,520) 

5 

(128) 

17 

(2,868) 

Net finance expense 

(218) 

(2,510) 

(123) 

(2,851) 

Segment loss before tax 

(3,492) 

(9,857) 

(1,889) 

(15,238) 

Taxation 

- 

268 

25 

293 

Other material non-cash items: 

- Depreciation 

- Waiver of amount owing to 

a related party 

- Gain on disposal of property, 


- Reversal of inventories 

written down 

2,000 

- 

- 

- 

(7,676) 

- 

62 

- 

(480) 

- 

- 

167 

(8,156) 

2,000 

62 

167 

Segment assets 

41 

89,816 

24,653 

114,510 

Segment liabilities 

39,340 

46,235 

6,815 

92,390

084 






2011 

Investment 

holding 

RM’000 

Manufacturing 

disposable 

foodwares 

RM’000 

Mining 

RM’000 

Total 

RM’000 

Revenue 

Total revenue 

Inter-segment revenue 

Revenue from external 

customers 

614 

(614) 

- 

57,522 

- 

57,522 

12,818 

- 

12,818 

70,954 

(614) 

70,340 


Finance costs 

- 

(2,676) 

12 

(2,736) 

5 

(104) 

17 

(5,516) 

Net finance expense 

(2,676) 

(2,724) 

(99) 

(5,499) 

Segment loss before tax 

(5,657) 

(8,322) 

(2,650) 

(16,629) 

Taxation 

53 

269 

23 

345 

Other material non-cash items: 

- Depreciation 

- Gain on disposal of property, 


- Impairment loss on property, 


- Impairment loss on trade and 

other receivables 

- Inventories written down 

- Inventories written off 

- 

- 

- 

- 

- 

- 

(8,286) 

2,472 

(2,000) 

(79) 

(114) 

(1,400) 

(564) 

- 

- 

(15) 

(294) 

- 

(8,850) 

2,472 

(2,000) 

(94) 

(408) 

(1,400) 

Segment assets 

40 

100,805 

25,011 

125,856 

Segment liabilities 

39,958 

50,036 

7,468 

97,462 

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to the Group’s 

corresponding amounts are as follows: 


RM’000 RM’000 

Revenue 

Total revenue for reportable segments 

Elimination of inter-segment revenue 

54,781 

(374) 

70,954 

(614) 

Group’s revenue per consolidated income statements 


Total loss for reportable segments 

Impairment loss on investments in subsidiaries 


Taxation 

Loss for the financial year per consolidated income 

statements 

54,407 

(15,238) 

4,700 

(10,538) 

293 

(10,245) 

70,340 

(16,629) 

1,500 

(15,129) 

345 

(14,784)



085 




Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to the Group’s 

corresponding amounts are as follows: (cont’d) 

Assets 

Total assets for reportable segments 


Group’s assets per consolidated statement of 

financial position 

Liabilities 

Total liabilities for reportable segments 

Current tax liabilities 


Group’s liabilities per consolidated statement of 

financial position 


RM’000 

114,510 

18 

114,528 

92,390 

12 

6,770 

99,172 

2011 

M’000 

125,856 

918 

126,774 

97,462 

13 

7,063 

104,538 

Geographical information 

The Group’s manufacturing facilities and sales offices are mainly based in Malaysia and Singapore. 

In presenting information on the basis of geographical areas, segment revenue is based on the geographical 

location from which the sale transactions originated. 

Segment assets are based on the geographical location of the Group’s assets. The non-current assets do 

not include financial instruments and deferred tax assets. 

Revenue from external customers 

Malaysia 

Singapore 


Malaysia 


RM’000 

54,407 

- 

54,407 


RM’000 

97,005 

2011 

RM’000 

69,202 

1,138 

70,340 

2011 

RM’000 

101,187 

Major customers 

The Group does not have major customers with revenue equal to or more than 10 percent of the revenue of 

the Group.

086 





26. 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 financial year 

ended 31 December 2011. 

The Group manages its capital structure and makes adjustments to it, in light of changes in economic 

conditions. The dividend payment or capital to shareholders may be adjusted or new shares may be 

issued in order to maintain or adjust the capital structure. No changes were made in the objectives, 

policies or processes during the financial years ended 31 December 2012 and 31 December 2011. 

The Group is not subject to any externally imposed capital requirements. 

Under the requirement of Bursa Malaysia Practice Note 17, the Group is required to maintain a 

consolidated shareholders’ equity equal to not less than 25 percent of the issued and paid up capital 

(excluding treasury shares, if any) and such shareholders’ equity is not less than RM40 million. 

The Group has complied with this requirement for the financial year ended 31 December 2012. 

The Group monitors capital using a gearing ratio, which is net debts divided by total capital plus net 

debts. Net debts of the Group include loans and borrowings, trade and other payables, less cash and 

bank balances. Capital represents equity attributable to the owners of the parent. In relation to this, 

the Group requires financial support from its corporate shareholder, WTKHSB to finance the Group’s 

operations and meet its obligations as and when they fall due. 

(b) Categories of financial instruments 

Group 


Loans and 

receivables 

RM’000 

Total 

RM’000 


Trade and other receivables, net of 

deposits and prepayments 


7,017 

750 

7,767 

7,017 

750 

7,767 

Financial liabilities 

Borrowings 



Other financial 

liabilities 

RM’000 

39,454 

52,913 

- 

Fair value through 

profit or loss 

RM’000 

- 

- 

23 

Total 

RM’000 

39,454 

52,913 

23 

92,367 

23 

92,390 

Company 


Loans and 

receivables 

RM’000 





9,650 

11 

9,661 




liabilities 

RM’000 

39,340



087 



26. FINANCIAL INSTRUMENTS (cont’d) 

(b) Categories of financial instruments (cont’d) 

Group 

2011 

Loans and 

receivables 

RM’000 

Fair value 

through 


RM’000 

Total 

RM’000 






11,713 

- 

2,151 

- 

14 

- 

11,713 

14 

2,151 

13,864 

14 

13,878 


Borrowings 



Other 

financial 

liabilities 

RM’000 

39,905 

57,511 

- 

Fair value 

through 


RM’000 

- 

- 

46 

Total 

RM’000 

39,905 

57,511 

46 

97,416 

46 

97,462 

Company 

2011 

Loans and 

receivables 

RM’000 





5,626 

10 

5,636 




liabilities 

RM’000 

40,945 

(c) Fair values of financial instruments 

The fair values of financial instruments that are not carried at fair values and whose carrying amounts do 

not approximate their fair values are as follows: 


Notes 

Carrying 

amounts 

RM’000 

Group 

Fair 

values 

RM’000 

Recognised 



16 

2,113 

2,115 

2011 

Recognised 



16 

1,813 

1,849

088 





26. FINANCIAL INSTRUMENTS (cont’d) 

(d) Methods and assumptions used to estimate fair values 

The fair values of financial assets and financial liabilities are determined as follows: 

(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 financial liabilities, such as trade and other receivables, 

trade and other payables and borrowings, 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. 

(ii) Obligations under finance lease 

The fair values of these financial instruments are estimated by discounting expected future cash flows 

at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at 

the end of the reporting period. 

(iii) Derivatives 

The fair value of a forward foreign exchange contract is the amount that would be payable or 

receivable upon termination of the outstanding position arising and is determined by reference 

to the difference between the contracted rate and the forward exchange rate as at the end of the 

reporting period applied to a contract of similar amount and maturity profile. 

(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 Levels 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 (i.e. as prices) or indirectly (i.e. derived 

from prices). 

Level 3 fair value measurements are those derived from inputs for the asset or liability that are not based 

on observable market data (unobservable inputs). 

As at 31 December 2012, the Group held the following financial instruments carried at fair value on the 

statement of financial position: 

Liabilities measured at fair values 

Financial liabilities at fair value 

through profit or loss 

- Forward currency contracts 

Total 

RM’000 

23 

Level 1 

RM’000 

As at 31 December 2011, the Group held the following financial instruments carried at fair value on the 

statement of financial position: 

- 

Level 2 

RM’000 

23 

Level 3 

RM’000 

- 

Assets measured at fair values 

Financial assets at fair value 



Total 

RM’000 

14 

Level 1 

RM’000 

- 

Level 2 

RM’000 

14 

Level 3 

RM’000 

- 

Liabilities measured at fair values 

Financial liabilities at fair value 



Total 

RM’000 

46 

Level 1 

RM’000 

- 

Level 2 

RM’000 

46 

Level 3 

RM’000 

- 

There were no transfers between Level 1 and Level 2 fair value measurements during the financial years 

ended 31 December 2012 and 31 December 2011.



089 



27. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 

The Group’s financial risk management objective is to optimise value creation for shareholders whilst 

minimising the potential adverse impact arising from fluctuations in foreign currency exchange and interest 

rates and the unpredictability of the financial markets. 

The Group is exposed mainly to credit risk, liquidity and cash flow risk, interest rate risk and foreign currency 

risk. Information on the management of the related exposures is detailed below: 

(i) Credit risk 

Cash deposits and trade receivables may give rise to credit 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. 

The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s trading 

terms with its customers are mainly on credit, except for new customers, where deposits in advance are 

normally required. The credit period is generally for a period of one (1) month, extending up to three (3) 

months for major customers. Informal credit evaluations are performed on all customers requiring credit 

over a certain amount. The Group seeks to maintain strict control over its outstanding receivables and 

overdue balances are reviewed regularly by senior management. 

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, including derivatives with positive fair values. 

Information regarding credit enhancements for trade and other receivables is disclosed in Note 11 to 

the financial statements. 

Credit risk concentration profile 

The Group determines concentration of credit risk by monitoring the sales segment and industry sector 

profiles of its trade receivables on an ongoing basis. The credit risk concentration profiles of the Group’s 

trade receivables at the end of the reporting period are as follows: 

By sales segment 

Domestic 

Overseas 


RM’000 % of total 

3,238 

3,311 

49 

51 

Group 

2011 

RM’000 % of total 

4,412 

3,846 

53 

47 

6,549 

100 

8,258 

100 

By industry sectors 

Trading 

Manufacturing 

4,765 

1,784 

73 

27 

5,309 

2,949 

64 

36 

6,549 

100 

8,258 

100 

Financial assets that are neither past due nor impaired 

Information regarding credit enhancements for trade and other receivables is disclosed in Note 11 to the 

financial statements. Deposits with banks and other financial institutions and derivatives that are neither 

past due nor impaired are placed with or entered into with reputable financial institutions with high credit 

ratings and no history of default. 

Financial assets that are either past due or impaired 

Information regarding financial assets that are either past due or impaired is disclosed in Note 11 to the 

financial statements.

090 





27. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) 

(ii) Liquidity and cash flow risk 

Prudent liquidity and cash flow risk management implies maintaining sufficient cash and marketable 

securities, the availability of funding through an adequate amount of committed credit facilities. The 

Group actively manages their cash flows and the availability of funding so as to ensure all operating, 

investing and financing needs are met. To mitigate liquidity risk, the Group requires financial support 

from its corporate shareholder, WTKHSB to finance the Group’s operations and meet its obligations 

as and when they fall due. 

The Group monitors liquidity risk of its loans and borrowings (including overdrafts) that should mature 

in the next one year period to maintain sufficient liquid financial assets and stand-by credit facilities with 

different banks. 

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. 


Group 

On demand 

or within 

one year 

RM’000 

One to five 

years 

RM’000 

Over five 

years 

RM’000 

Total 

RM’000 

Financial liabilities: 


Borrowings 

Derivatives 

13,917 

15,820 

23 

26,557 

17,241 

- 

26,557 

17,020 

- 

67,031 

50,081 

23 

Total undiscounted financial liabilities 

29,760 

43,798 

43,577 

117,135 

Company 



344 

26,557 

26,557 

53,458 


344 

26,557 

26,557 

53,458 

Group 

On demand 

or within 

one year 

RM’000 

2011 

One to five 

years 

RM’000 

Over five 

years 

RM’000 

Total 

RM’000 



Borrowings 

Derivatives 

17,776 

19,211 

46 

27,060 

13,393 

- 

27,059 

18,698 

- 

71,895 

51,302 

46 


37,033 

40,453 

45,757 

123,243 

Company 



1,211 

27,060 

27,059 

55,330 


1,211 

27,060 

27,059 

55,330



091 




(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 would fluctuate because of changes in market interest rates. 

The Group’s primary interest rate risk relates to interest-earning deposits and interest-bearing borrowings 

from financial institutions. The Group’s fixed-rate deposits and borrowings are not exposed to risk of 

changes in their fair values due to changes in interest rates. The Group’s floating rate borrowings are 

exposed to risk of changes in cash flows due to changes in interest rates. Short term receivables and 

payables are not exposed to interest rate risk. There is no formal hedging policy with respect to interest 

rate exposure. 

Sensitivity analysis for interest rate risk 

As at 31 December 2012, if interest rates at the date had been 100 basis points lower with all other 

variables held constant, the Group’s and the Company’s loss after tax for the year would have been 

lower by approximately RM397,000 (2011: RM749,000) and RM21,000 (2011: RM325,000) respectively, 

arising mainly as a result of lower interest expenses on borrowings and amount owing to a related party. 

If interest rates had been 100 basis points higher with all other variables held constant, the Group’s and 

the Company’s loss after tax for the year would have been higher by approximately RM400,000 (2011: 

RM756,000) and RM21,000 (2011: RM325,000) respectively, arising mainly as a result of higher interest 

expenses on borrowings and amount owing to a related party. The assumed movement in basis point 

for interest rate sensitivity analysis is based on currently observable market environment.

092 






(iii) Interest rate risk (cont’d) 

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:



093 




(iii) Interest rate risk (cont’d)

094 






(iv) Foreign currency 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 foreign exchange risk on sales and purchases that are denominated in 

currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily US Dollar 

(‘USD’), Euro, Australian Dollar (‘AUD’) and Singapore Dollar (‘SGD’). 

Derivative financing instruments are used to reduce exposure to fluctuations in foreign exchange rates. 

The Group reviews, monitors and controls the hedging of transactions. USD and SGD bank accounts 

are being set up to facilitate natural hedging against any fluctuation in USD and SGD. 

The Group is also exposed to foreign currency risk in respect of the foreign subsidiary. The Group does 

not hedge this exposure with foreign currency borrowings. 

During the financial year, the Group entered into foreign currency forward contracts to manage exposures 

to currency risk for receivables, which are denominated in a currency other than the functional currencies 

of the Group. 

The notional amounts and maturity dates of the forward foreign exchange contracts outstanding as at 

31 December 2012 are as follows: 

Contract 

Sales contracts used 

to hedge trade 

receivables 

The notional amounts and maturity dates of the forward foreign exchange contracts outstanding as at 

31 December 2011 were as follows: 

Contract 

Sales contracts used 

to hedge trade 

receivables 

Sensitivity analysis for foreign currency risk 

No sensitivity analysis for foreign currency risk is prepared at the end of the reporting period as the Group 

does not have significant exposure to foreign currency risk. 

28. COMMITMENTS 

(a) Capital commitments 

Capital expenditure in respect of purchase of property, 

plant and equipment: 

Contracted but not provided for



095 



28. COMMITMENTS (cont’d) 

(b) Operating lease commitments 

(i) The Group as lessor 

The Group has entered into non-cancellable lease arrangements on certain properties for a term 

of three (3) years. The leases include a clause to enable upward revision of the rental charge on an 

annual basis depending on prevailing market conditions. 

Not later than one (1) year 

Later than one (1) year and not later than five (5) years 

29. CONTINGENCIES 

The Directors are of the opinion that provisions are not required in respect of these matters, as it is not 

probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable 

measurement. 

(a) Guarantees 

The Company has provided corporate guarantees for 

credit facilities of certain subsidiaries 

The Directors are of the view that the chances of the banks to call upon the corporate guarantees are 

remote. Accordingly, the fair values of the above corporate guarantees given to the subsidiaries for 

banking facilities are negligible. 

(b) Filling and leveling obligations (unsecured) 

As highlighted in the previous financial years, AKI has contingent liabilities, which are not readily 

ascertainable in respect of filling and leveling obligations stipulated in the Mining Enactment F.M.S. 

Chapter 147 (‘the Enactment’). 

The Board of Directors is of the view that there are no contingent liabilities in respect of filling and leveling 

obligations on these mining leases as AKI has fulfilled its obligations as stipulated in the Enactment. 

Moreover, the leases on these leasehold mining lands have expired and are currently awaiting the 

extension from the Mineral and Geosciences Department. As for the mining on the third party land, there 

are no obligation stipulated in the respective agreement in respect of filling and leveling. 

30. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 

(a) On 24 April 2012, a major shareholder of the Company, namely WTKHSB, exercised 5 million detachable 

warrants 2008/2013 (‘Warrants’) at exercise price of RM0.21 per Warrant on the basis of one (1) new 

ordinary share for every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 2008. The new 

ordinary shares of RM0.10 each rank pari passu in all respect with the existing shares of the Company. 

(b) On 14 December 2012, a major shareholder of the Company, namely WTKHSB, exercised 11 million 

detachable warrants 2008/2013 (‘Warrants’) at exercise price of RM0.21 per Warrant on the basis of 

one (1) new ordinary share for every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 

2008. The new ordinary shares of RM0.10 each rank pari passu in all respect with the existing shares 

of the Company

096 





31. EXPLANATION OF TRANSITION TO MFRSs 

The Group and the Company are non-transitioning entities as defined by the MASB, and has adopted the 

MFRS Framework during the financial year ended 31 December 2012. Accordingly, these are the first financial 

statements of the Group and of the Company prepared in accordance with MFRSs. 

The accounting policies set out in Note 4 to the financial statements have been applied in preparing the 

financial statements of the Group and of the Company for the financial year ended 31 December 2012, as 

well as comparative information presented in these financial statements for the financial year ended 31 

December 2011 and in the preparation of the opening MFRS statements of financial position at 1 January 

2011 (the date of transition of the Group to MFRSs). 

The Group has adjusted amounts previously reported in financial statements that were prepared in 

accordance with the previous FRS Framework. In preparing the opening statements of financial position 

at 1 January 2011, an explanation on the impact arising from the transition from FRSs to MFRSs on the 

Group’s financial position and financial performance is set out as follows: 

(a) Reconciliation of financial position as at 1 January 2011: 

Group 

ASSETS 

Note 

Previously 

reported 

under FRSs 

RM’000 

Effect on 

adoption 

of MFRSs 

RM’000 

Restated 

under 

MFRSs 

RM’000 





31(d)(i) 

104,224 

11,062 

584 

141 

-- 

104,365 

11,062 

584 


Inventories 





115.870 

8,414 

10,520 

44 

1,170 

1,862 

141 

- 

- 

- 

- 

- 

116,011 

8,414 

10,520 

44 

1,170 

1,862 

22,010 

- 

22,010 

TOTAL ASSETS 

137,880 

141 

138,021 



of the parent 

Share capital 

Reserves 


31(d)(iii) 

57,688 

32,331 

(69,155) 

- 

(24,736) 

24,841 

57,688 

7,595 

(44,314) 

TOTAL EQUITY 

20,864 

105 

20,969 

LIABILITIES 



Borrowings 


31(d)(ii) 

33,552 

27,903 

7,319 

- 

- 

36 

33,552 

27,903 

7,355 




Borrowings 

Current tax iabilities 

68,774 

29,793 

1 

18,434 

14 

36 

- 

- 

- 

- 

68,810 

29,793 

1 

18,434 

14 

48,242 

- 

48,242 


117,016 

36 

117,052 


LIABILITIES 

137,880 

141 

138,021 

There is no impact to the Company’s opening statement of financial position as at 1 January 2011 arising 

from the transition from FRSs to MFRSs.



097 



31. EXPLANATION OF TRANSITION TO MFRSs (cont’d) 

(b) Reconciliation of financial position as at 31 December 2011: 

Group 

ASSETS 

Note 

Previously 

reported 

under FRSs 

RM’000 

Effect on 

adoption 

of MFRSs 

RM’000 

Restated 

under 

MFRSs 

RM’000 





31(d)(i) 

88,435 

11,062 

1,502 

188 

-- 

88,623 

11,062 

1,502 


Inventories 





100,999 

9,563 

12,941 

14 

918 

2,151 

188 

- 

- 

- 

- 

- 

101,187 

9,563 

12,941 

14 

918 

2,151 

25,587 

- 

25,587 

TOTAL ASSETS 

126,586 

188 

126,774 



of the parent 

Share capital 

Reserves 


31(d)(iii) 

44,844 

28,378 

(51,139) 

- 

(20,732) 

20,885 

44,844 

7,646 

(30,254) 

TOTAL EQUITY 

22,083 

153 

22,236 

LIABILITIES 



Borrowings 


31(d)(ii) 

39,735 

22,834 

7,028 

- 

- 

35 

39,735 

22,834 

7,063 




Borrowings 

Current tax iabilities 

69,597 

17,776 

46 

17,071 

13 

35 

- 

- 

- 

- 

69,632 

17,776 

46 

17,071 

13 

34,906 

- 

34,906 


104,503 

35 

104,538 


LIABILITIES 

126,586 

188 

126,774 

There is no impact to the Company’s statement of financial position as at 31 December 2011 arising 

from the transition from FRSs to MFRSs.

098 


ANNUAL REPORT 2012



099

100 




31 DECEMBER 2012 (cont’d)



101 

PROPERTIES OF THE GROUP 

AS AT 31 DECEMBER 2012 

Registered 

Owner 

Location/ 

Title 

Description 

of Property 

Existing Use 

Land 

Area 

Tenure 

Age of 

Building 

Net Book 

Value 

(RM) 

Greatpac 

Sdn. Bhd. 

Lot 6, Jalan 

Teknologi, 

Taman Sains 

Selangor 1, 

Kota 

Damansara, 

47810 

Petaling Jaya, 

Selangor 

Land and 

Building 

Office, 

Warehouse 

and Factory 

6.34 

acres 

Leasehold 

expiring in 

2036 

6 Years 32,354,664 

Greatpac 

Sdn. Bhd. 

Lot 10, 

Jalan 

Teknologi, 

Taman 

Sains 

Selangor 1, 

Kota 

Damansara, 

47810 

Petaling 

Jaya, 

Selangor 

Land and 

Building 

Office, 

Warehouse 

and Factory 

6.52 

acres 

Leasehold 

expiring in 

2036 

6 Years 29,384,732 

Associated 

Kaolin 

Industries 

Sdn. Bhd. 

37-38 

Milestone, 

Tapah/ 

Bidor Road, 

35007 

Tapah, 

Perak 

Land and 

Building 

Factory and 

Administrative 

Office 

10.072 

acres 

Leasehold 

expired in 

2008 

Note (a) 

30 Years 2,426,668 

Kerajaan 

Negeri 

Perak 

Lot 5907 

Mukim of 

Batang 

Padang, 

Perak 

Building 

and Kaolin 

Land 

Mining and 

Factory 

63.21 

acres 

Leasehold 

mining 

land 

expired in 

1993 

Note (b) 

30 Years 1 

Notes: 

(a) Associated Kaolin Industries Sdn. Bhd. has applied for a 30 years extension of the leases and currently 

awaiting approval. 

(b) Associated Kaolin Industries Sdn. Bhd. has applied for a 15 years extension of the leases and is currently 

awaiting approval.

102 





103

104 





105 

STATISTICS ON SHARES 

AS AT 23 ARPIL 2013 (cont’d) 

LIST OF TOP 30 HOLDERS AS AT 23 APRIL 2013 (cont’d) 

(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THE 

SAME REGISTERED HOLDER) (cont’d) 

NO. 

NAME 

17 TAN BOON PUN 3,523,810 0.758 

18 TAN HOE PIN 3,523,810 0.758 

19 JUNE LEW LI LIN 3,382,100 0.728 

20 MALAYSIAN INDUSTRIAL DEVELOPMENT FINANCE BERHAD 2,962,300 0.637 

21 HDM NOMINEES (TEMPATAN) SDN BHD 

PLEDGED SECURITIES ACCOUNT FOR OOI KHENG IM (M01) 2,154,400 0.463 

22 YIP KUM FOOK 1,779,800 0.383 

23 LOW KIM SOI & LOW TIEN SANG 1,637,700 0.352 

24 GAN LI LI 1,500,000 0.322 

25 YAP SENG YEW 1,500,000 0.322 

26 RICHARD TEH LIP HEONG 1,260,000 0.271 

27 LIP SDN BHD 1,110,000 0.238 

28 LOW KOK KONG 1,000,700 0.215 

29 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 

PLEDGED SECURITIES ACCOUNT FOR TAN CHEE 

@ TAN CHOO (REM 157) 

30 WONG CHIN YUE 860,000 0.185 

Total 428,246,800

106 





107

108 



NOTICE OF TWELFTH (12TH) ANNUAL GENERAL MEETING 

NOTICE IS HEREBY GIVEN that the 12th Annual General Meeting of the Company will be held at Ground Floor, 

Wisma TKH, Lot 6, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor 

Darul Ehsan on Wednesday, 12 June 2013 at 10.00 a.m. to transact the following business: 

AGENDA 

Ordinary Business 

1 To receive the Audited Financial Statements for the financial year ended 31 December 

2012 together with the Reports of the Directors and Auditors thereon. 

2. To re-elect Dato’ Tan Boon Pun who retires pursuant to Article 79 of the Company’s 

Articles of Association. 

3. To re-appoint Dato’ Tan Kim Hor as Director of the Company pursuant to Section 129 

of the Companies Act, 1965. 

4. To re-appoint Geh Cheng Hooi as Director of the Company pursuant to Section 129 

of the Companies Act, 1965. 

5. To re-appoint Messrs BDO as Auditors of the Company and to authorise the Directors 

to fix their remuneration. 

(Please refer to 

Explanatory Note 1) 

(Resolution 1) 




Special Business 

To consider and if thought fit, to pass the following resolution, with or without 

modifications, as Ordinary Resolution of the Company: 

6. 

7. 

ORDINARY RESOLUTION 

AUTHORITY TO ISSUE SHARES 

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors of the 

Company be and are hereby empowered to issue shares in the Company at any time and 

upon such terms and conditions and for such purposes as the Directors may in their 

absolute discretion deem fit provided that the aggregate number of shares issued 

pursuant to this resolution does not exceed 10% of the issued share capital of the 

Company for the time being and that the Directors be and are also empowered to obtain 

approval for the listing of and quotation for the additional shares so issued on Bursa 

Malaysia Securities Berhad and that such authority shall continue to be in force until the 

conclusion of the next Annual General Meeting of the Company unless revoked or varied 

by the Company at a general meeting.” 

To consider any other business which due notice shall be given in accordance with the 

Companies Act, 1965. 


By Order of the Board 

NG YEN HOONG (LS 008016) 

WONG PEIR CHYUN (MAICSA 7018710) 

Company Secretaries 

Kuala Lumpur 

21 May 2013



109 

NOTICE OF TWELFTH (12TH) ANNUAL GENERAL MEETING 

(cont’d) 

NOTES:- 

1. Appointment of Proxy 

(a) A member entitled to attend and vote at the Meeting is entitled to appoint proxy(ies) (or in the case of a 

corporation, a duly authorised representative) to attend and vote in his stead. A proxy may but need 

not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to 

the Company. 

(b) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney 

duly authorised in writing or, if the appointor is a corporation, either under the corporation’s Seal or under 

the hand of an officer or attorney duly authorised. 

(c) A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same 

meetings. Where a member appoints two proxies, the member shall specify the proportions of his 

shareholdings to be represented by each proxy. 

(d) Where a member of the Company is an authorised nominee as defined under the Securities Industry 

(Central Depositories) Act, 1991 (“SICDA”), it may appoint at least one proxy in respect of each securities 

account it holds with ordinary shares of the Company standing to the credit of the said securities account. 

(e) Where a member of the company is an exempt authorised nominee as defined under the SICDA 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. 

(f) Where the authorised nominee or an exempt authorised nominee appoints more than one proxy, the 

proportion of the shareholdings to be represented by each proxy must be specified in the instrument 

appointing the proxies. 

(g) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is 

signed or a notarially certified copy of that power or authority shall be deposited at the registered office of 

the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala 

Lumpur, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment 

thereof. 

(h) Only members whose names appear on the Record of Depositors as at 5 June 2013 shall be entitled to 

attend and vote at this meeting or appoint proxy(ies) to attend and vote on their behalf. 

2. Audited Financial Statements for the financial year ended 31 December 2012 

The Audited Financial Statements in Agenda 1 is meant for discussion only as the approval of the 

shareholders is not required pursuant to the provision of Section 169(1) of the Companies Act, 1965. 

Hence, this Agenda is not put forward for voting by shareholders. 

3. Explanatory Notes on Special Business 

Resolution 5 – Authority to Issue Shares 

The Proposed Resolution 5 is proposed for the purpose of granting a renewed general mandate (“General 

Mandate”) and empowering the Directors to issue shares in the Company up to an amount not exceeding 

in total ten per centum (10%) of the Issued Share Capital of the Company for such purposes as the Director 

consider would be in the 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. 

The renewed 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 renewed General Mandate is for possible fund raising 

exercise including but not limited to further placement of shares for purpose of funding current and/or 

future investment projects, working capital, repayment of bank borrowings, acquisition and/or for issuance 

of shares as settlement of purchase consideration. 

As at the date of this Notice, the Company did not issue any shares pursuant to the mandate granted to the 

Directors at the Eleventh Annual General Meeting, because there were no investment(s), acquisition(s) or 

working capital that required fund raising activity.

110 



* This page have been left blank intentionally.

No. of shares held 

CDS Account No. 


(540218-A) 

(Incorporated in Malaysia) 

I/We 

NRIC No. 

of 

being a member/members of the Company hereby appoint 

NRIC No. 

of 

or failing him/her, the Chairman of the Meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the 12th 

Annual General Meeting of the Company, to be held at Ground Floor, Wisma TKH, Lot 6, Jalan Teknologi, Taman Sains 

Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 12 June 2013 at 10.00 a.m. and, 

at every adjournment thereof *for/against the resolution(s) to be proposed thereat 

Item 

AGENDA 

Resolution 

For 

Against 

1. 

2. 

Ordinary Business 

Receive the Audited Financial Statements for the financial year ended 31 December 

2012 together with the Reports of the Directors and Auditors thereon. 

Re-election of Dato’ Tan Boon Pun as Director of the Company pursuant to Article 79 

of the Company’s Articles of Association 

Re-appointment of Dato’ Tan Kim Hor as Director of the Company pursuant to Section 

129 of the Companies Act, 1965. 

Re-appointment of Geh Cheng Hooi as Director of the Company pursuant to Section 

129 of the Companies Act, 1965. 

1 

3. 

2 

4. 

5. 

Re-appointment of Messrs BDO as Auditor. 

3 

4 

6. 

Special Business 

Authority to the Directors to issue shares pursuant to Section 132D of the Companies 

Act, 1965. 

5 

Please indicate with an “X” in the space provided whether you wish your votes to be cast for or against the resolutions. 

In the absence of specific directions, your proxy will vote or abstain as he/she thinks fits. 

As witness my hand, this_______________day of________________ 

*Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit) 

Signature or Common Seal of Member(s) 

Notes: 

(i) A member entitled to attend and vote at the Meeting is entitled to appoint proxy(ies) (or in the case of a corporation, a duly 

authorised representative) to attend and vote in his stead. A proxy may, but need not be a member of the Company and the 

provision of Section 149(1)(b) of the Act shall not apply to the Company. 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

(vii) 

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, 

if the appointor is a corporation, either under the corporation’s Seal or under the hand of an officer or attorney duly authorised. 

A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meetings. Where a member 

appoints two proxies, the member shall specify the proportions of his shareholdings to be represented by each proxy. 

Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 

1991 (“SICDA”), it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company 

standing to the credit of the said securities account. 

Where a member of the company is an exempt authorised nominee as defined under the SICDA 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. 

Where the authorised nominee or an exempt authorised nominee appoints more than one proxy, the proportion of the 

shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. 

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified 

copy of that power or authority shall be deposited at the registered office of the Company at Level 18, The Gardens North Tower, 

Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time for holding the 

meeting or any adjournment thereof. 

(viii) 

Only members whose names appear on the Record of Depositors as at 5 June 2013 shall be entitled to attend and vote at this 

meeting or appoint proxy(ies) to attend and vote on their behalf.

FOLD THIS FLAP FOR SEALING 

FOLD HERE 

Affix 

stamp 

The Company Secretaries 

Wawasan TKH Holdings Berhad (540218-A) 

Level 18, The Gardens North Tower, 

Mid Valley, Lingkaran Syed Putra, 


FOLD HERE

ANNUAL REPORT 2012 - Wawasan TKH Holdings Berhad

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