Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Financial statements for the year ended 31 December 2012 1 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Directors’ report for the year ended 31 December 2012 The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2012. Principal activities The principal activities of the Company are property development, building construction, investment holding and property investment. The principal activities of the subsidiaries are stated in Note 7 to the financial statements. There has been no significant change in the nature of these activities during the financial year. Results Group RM Profit for the year attributable to owners of the Company 27,251,450 Company RM 43,555,236 Reserves and provisions There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed in the financial statements. Dividend Since the end of the previous financial year, the Company paid a first and final dividend of 5% per ordinary share less 25% tax totalling RM7,154,242 in respect of the year ended 31 December 2011 on 6 September 2012. The Directors recommend a first and final dividend of 5% less 25% tax totalling RM7,154,242 in respect of the year ended 31 December 2012, which is subject to the approval of shareholders at the forthcoming Annual General Meeting of the Company. Company No. 94528 - T 2 Directors of the Company Directors who served since the date of the last report are : Chan Leong Foon Dato’ Chan Fook Sing Chan Fook Sun Chan Fook Hean Diong Chin Teck Moo Shiew Ming Teoh Choo Ee - Executive Chairman Managing Director Executive Director Executive Director In accordance with Article 93 of the Company’s Articles of Association, Mr Chan Fook Sun retires by rotation from the Board at the forthcoming Annual General Meeting and, being eligible offer himself for re-election. In accordance with Section 129 (6) of the Companies Act, 1965, Messrs. Chan Leong Foon, Diong Chin Teck and Moo Shiew Ming retire at the forthcoming Annual General Meeting and, offer themselves for re-election as Directors of the Company until the conclusion of the next Annual General Meeting. Directors’ interests The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at financial year end (including the interests of the spouses or children of the Directors) as recorded in the Register of Directors’ Shareholdings are as follows : Company Number of ordinary shares of RM1 each Balance at Balance at 1.1.2012 Bought Sold 31.12.2012 Chan Leong Foon : Direct interest : - own Deemed interest : - own - others * 211,000 - - 211,000 78,467,610 374,400 74,000 - 78,467,610 448,400 244,300 64,000 - 308,300 - - 78,467,610 Dato’ Chan Fook Sing : Direct interest : - own Deemed interest : - own 78,467,610 Company No. 94528 - T 3 Directors’ interests (continued) Number of ordinary shares of RM1 each Balance at Balance at 1.1.2012 Bought Sold 31.12.2012 Chan Fook Sun : Direct interest : - own Deemed interest : - own 55,000 10,000 - 65,000 78,467,610 - - 78,467,610 22,000 - - 22,000 78,467,610 - - 78,467,610 20,000 - - 20,000 10,000 - - 10,000 5,000 - - 5,000 2 - - 2 Chan Fook Hean : Direct interest : - own Deemed interest : - own Diong Chin Teck : Direct interest : - own Moo Shiew Ming : Direct interest : - own Teoh Choo Ee : Direct interest : - own Subsidiary - Asas Land Development Sdn. Bhd. Chan Leong Foon : Direct interest : - own * these are shares held in the name of the spouse and children in accordance with Section 134(12)(c) of the Companies Act, 1965. Company No. 94528 - T 4 Directors’ interests (continued) By virtue of their interests of more than 15% in the shares of the Company, Mr. Chan Leong Foon, Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean are also deemed to have interests in the shares of all its subsidiaries to the extent the Company has an interest. Directors’ benefits Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related company 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 transactions entered in the ordinary course of business between certain companies in the Group and companies in which certain Directors have substantial financial interests as disclosed in Note 27 to the financial statements. There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares and debentures There were no changes in the authorised, issued and paid-up capital of the Company during the financial year. There were no debentures in issue 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. Company No. 94528 - T 5 Other statutory information Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that: i) all known bad debts have been written off and adequate provision made for doubtful debts, and ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading. At the date of this report, there does not exist : i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year. No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, except for those disclosed in the financial statements, the financial performance of the Group and of the Company for the financial year ended 31 December 2012 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. Company No. 94528 - T Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors : …………………………… Chan Leong Foon …………………………… Dato’ Chan Fook Sing Penang, Date : 10 April 2013 6 7 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of financial position as at 31 December 2012 Note 2012 RM 2011 RM 3 4 5 6 14 8,525,580 1,441,116 219,889,683 2,445,345 834,000 8,627,510 1,441,116 217,459,418 2,627,878 132,000 233,135,724 230,287,922 62,770,625 33,996,406 67,537,724 4,912,723 19,882,132 84,295,697 24,746,041 74,551,510 1,645,233 9,051,149 Total current assets 189,099,610 194,289,630 Total assets 422,235,334 424,577,552 Assets Property, plant and equipment Intangible assets Land held for property development Investment properties Deferred tax assets Total non-current assets Property development costs Receivables, deposits and prepayments Inventories Current tax assets Cash and cash equivalents 8 9 10 11 Company No. 94528 - T 8 Consolidated statement of financial position as at 31 December 2012 (continued) Note 2012 RM 2011 RM 191,595,776 213,279,001 191,595,776 193,267,982 12 404,874,777 384,863,758 13 14 41,000 8,628,599 41,000 41,000 8,669,599 17,319,557 5,777,393 1,840,450 23,426,352 Total current liabilities 17,319,557 31,044,195 Total liabilities 17,360,557 39,713,794 422,235,334 424,577,552 Equity Share capital Reserves Total equity Liabilities Borrowings Deferred tax liabilities Total non-current liabilities Borrowings Provisions Trade and other payables Total equity and liabilities 13 15 16 The notes on pages 20 to 76 are an integral part of these financial statements. 9 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of comprehensive income for the year ended 31 December 2012 Note 2012 RM 2011 RM Revenue 17 135,874,831 112,047,186 Cost of sales 18 (83,054,250) (66,618,515) 52,820,581 45,428,671 (14,960,385) (11,031,133) (2,925,084) (2,489,403) 1,726,024 978,549 Continuing operations Gross profit Administrative expenses Selling and marketing expenses Other income Operating profit 19 36,661,136 32,886,684 Finance costs 22 (513,322) (716,982) 36,147,814 32,169,702 (8,896,364) (8,627,828) 27,251,450 23,541,874 14.28 12.34 Profit before tax Income tax expense 23 Profit and total comprehensive income for the year attributable to owners of the Company Earnings per ordinary share 24 The notes on pages 20 to 76 are an integral part of these financial statements. 10 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of changes in equity for the year ended 31 December 2012 Share capital RM At 1 January 2011 191,595,776 Share premium RM 15,960,000 Attributable to owners of the Company Non-distributable Distributable Asset revaluation Capital Treasury Retained reserve reserve shares earnings RM RM RM RM 818,502 500,000 (781,600) 160,386,185 Total equity RM 368,478,863 Profit and total comprehensive income for the year - - - - - 23,541,874 23,541,874 Total transactions with owners of the Company - Dividend paid to owners of the Company (Note 26) - - - - - (7,156,979) (7,156,979) 818,502 500,000 At 31 December 2011 191,595,776 15,960,000 (781,600) 176,771,080 384,863,758 Company No. 94528 - T 11 Consolidated statement of changes in equity for the year ended 31 December 2012 (continued) Share capital RM At 1 January 2012 Profit and total comprehensive income for the year Treasury shares acquired Dividend paid to owners of the Company (Note 26) Total transactions with owners of the Company At 31 December 2012 191,595,776 Share premium RM 15,960,000 Attributable to owners of the Company Non-distributable Distributable Asset revaluation Capital Treasury Retained reserve reserve shares earnings RM RM RM RM 818,502 500,000 - - - - - - - - - - - - - - - - 818,502 500,000 191,595,776 15,960,000 The notes on pages 20 to 76 are an integral part of these financial statements. (781,600) 176,771,080 - (86,189) - (86,189) 27,251,450 - Total equity RM 384,863,758 27,251,450 (86,189) (7,154,242) (7,154,242) (7,154,242) (7,240,431) (867,789) 196,868,288 404,874,777 12 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of cash flows for the year ended 31 December 2012 Note 2012 RM 2011 RM Cash flows from operating activities Profit before tax from continuing operations Adjustments for : Depreciation - property, plant and equipment - investment properties Interest expense Interest income Plant and equipment written off Reversal of provisions Gain on disposal of : - land held for property development - property, plant and equipment - investment property Operating profit before changes in working capital Changes in working capital : Property development costs Receivables, deposits and prepayments Inventories Trade and other payables Cash generated from operations Tax paid Net cash from operating activities 3 6 22 36,147,814 32,169,702 895,185 17,389 513,322 (554,097) 3,307 (1,840,450) 758,317 18,251 716,982 (265,217) (153,225) (11,810,029) (118,307) (114,856) (816,985) (86,297) - 23,139,278 32,341,528 9,873,144 (9,250,365) 16,288,218 (6,106,795) (19,499,322) (10,845,560) 19,080,906 7,733,092 33,943,480 28,810,644 (12,865,854) (10,038,620) 21,077,626 18,772,024 Company No. 94528 - T 13 Consolidated statement of cash flows for the year ended 31 December 2012 (continued) Note 2012 RM 2011 RM Cash flows from investing activities Interest received Proceeds from disposal of : - investment property - land held for property development - property, plant and equipment Addition of land held for property development Purchase of property, plant and equipment 5 Net cash from/(used in) investing activities 554,097 265,217 280,000 16,279,178 124,900 (4,521,918) (803,155) 1,185,157 86,300 (9,780,684) (2,014,497) 11,913,102 (10,258,507) (7,154,242) (513,322) (13,824,263) (571,432) (10,297) (86,189) (7,156,979) (716,982) (2,195,664) (5,000,000) (571,428) (41,191) - (22,159,745) (15,682,244) 10,830,983 (7,168,727) 9,051,149 16,219,876 19,882,132 9,051,149 Cash flows from financing activities Dividend paid to owners of the Company Interest paid Repayment of term loan, net Repayment of revolving credit Repayment of BBA-TF Repayment of finance lease liabilities Repurchase of treasury shares Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December 26 NOTES Cash and cash equivalents Cash and cash equivalents included in the consolidated statement of cash flows are as shown in Note 11 to the financial statements. The notes on pages 20 to 76 are an integral part of these financial statements. 14 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Statement of financial position as at 31 December 2012 Note 2012 RM 2011 RM 3 5 6 7 14 7,505,107 192,619,139 2,445,345 22,346,659 338,000 7,573,772 189,844,666 2,462,447 22,346,659 132,000 225,254,250 222,359,544 51,482,186 38,666,720 49,563,388 3,710,423 18,207,526 77,770,085 33,643,812 54,394,944 762,849 8,526,397 Total current assets 161,630,243 175,098,087 Total assets 386,884,493 397,457,631 Assets Property, plant and equipment Land held for property development Investment properties Investments in subsidiaries Deferred tax assets Total non-current assets Property development costs Receivables, deposits and prepayments Inventories Current tax assets Cash and cash equivalents 8 9 10 11 Company No. 94528 - T 15 Statement of financial position as at 31 December 2012 (continued) Note 2012 RM 2011 RM 191,595,776 165,721,495 191,595,776 129,406,690 357,317,271 321,002,466 Equity Share capital Reserves Total equity 12 Liabilities Borrowings 13 - 8,628,599 - 8,628,599 29,567,222 5,777,393 1,840,450 60,208,723 Total current liabilities 29,567,222 67,826,566 Total liabilities 29,567,222 76,455,165 386,884,493 397,457,631 Total non-current liabilities Borrowings Provisions Trade and other payables Total equity and liabilities 13 15 16 The notes on pages 20 to 76 are an integral part of these financial statements. 16 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Statement of comprehensive income for the year ended 31 December 2012 Note 2012 RM 2011 RM Revenue 17 155,172,537 106,906,727 Cost of sales 18 (84,091,609) (68,507,126) 71,080,928 38,399,601 (10,775,033) (9,035,403) (2,738,010) (2,387,218) 1,047,806 829,639 Continuing operations Gross profit Administrative expenses Selling and marketing expenses Other income Operating profit 19 58,615,691 27,806,619 Finance costs 22 (513,322) (716,982) 58,102,369 27,089,637 (14,547,133) (7,291,914) 43,555,236 19,797,723 Profit before tax Income tax expense Profit and total comprehensive income for the year attributable to owners of the Company 23 The notes on pages 20 to 76 are an integral part of these financial statements. 17 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Statement of changes in equity for the year ended 31 December 2012 Share capital RM At 1 January 2011 191,595,776 Attributable to owners of the Company Non-distributable Distributable Asset Share revaluation Treasury Retained premium reserve shares earnings RM RM RM RM 15,960,000 818,502 (781,600) 100,769,044 Total equity RM 308,361,722 Profit and total comprehensive income for the year - - - - 19,797,723 19,797,723 Total transactions with owners of the Company - Dividend paid to owners of the Company (Note 26) - - - - (7,156,979) (7,156,979) At 31 December 2011/1 January 2012 191,595,776 15,960,000 818,502 Profit and total comprehensive income for the year - - - Treasury shares acquired Dividend paid to owners of the Company (Note 26) - - - Total transactions with owners of the Company - - - At 31 December 2012 191,595,776 15,960,000 The notes on pages 20 to 76 are an integral part of these financial statements. 818,502 (781,600) 113,409,788 - 321,002,466 43,555,236 43,555,236 (86,189) - (7,154,242) (86,189) (7,154,242) (86,189) (7,154,242) (7,240,431) (867,789) 149,810,782 357,317,271 18 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Statement of cash flows for the year ended 31 December 2012 Note 2012 RM 2011 RM Cash flows from operating activities Profit before tax from continuing operations Adjustments for : Depreciation - property, plant and equipment - investment properties Dividend income from subsidiaries Interest expense Interest income Plant and equipment written off Reversal of provisions Gain on disposal of : - land held for property development - property, plant and equipment Operating profit before changes in working capital Changes in working capital : Property development costs Receivables, deposits and prepayments Inventories Trade and other payables Cash generated from operations Tax paid Dividend received Net cash from operating activities 3 6 17 22 58,102,369 27,089,637 621,756 17,102 (33,500,443) 513,322 (552,729) 3,307 (1,840,450) 539,316 17,102 (600,000) 716,982 (264,199) (153,225) (8,673,097) (118,592) (816,985) (86,297) 14,572,545 26,442,331 15,637,439 (5,022,908) 14,130,363 (30,641,501) (18,163,410) (6,663,339) 18,052,910 3,503,879 8,675,938 23,172,371 (9,325,597) 25,125,333 (8,558,332) 450,000 24,475,674 15,064,039 Company No. 94528 - T 19 Statement of cash flows for the year ended 31 December 2012 (continued) Note 2012 RM 2011 RM Cash flows from investing activities Interest received Proceeds from disposal of : - land held for property development - property, plant and equipment Additions of land held for property development Purchase of property, plant and equipment 552,729 264,199 12,743,096 118,600 (5,492,819) (556,406) 1,185,157 86,300 (6,867,713) (1,519,631) 7,365,200 (6,851,688) (7,154,242) (513,322) (13,824,263) (571,432) (10,297) (86,189) (7,156,979) (716,982) (2,195,664) (5,000,000) (571,428) (41,191) - (22,159,745) (15,682,244) Net increase/(decrease) in cash and cash equivalents 9,681,129 (7,469,893) Cash and cash equivalents at 1 January 8,526,397 15,996,290 18,207,526 8,526,397 5 Net cash from/(used in) investing activities Cash flows from financing activities Dividend paid to owners of the Company Interest paid Repayment of term loan, net Repayment of revolving credit Repayment of BBA-TF Repayment of finance lease liabilities Repurchase of treasury shares Net cash used in financing activities Cash and cash equivalents at 31 December 26 NOTES Cash and cash equivalents included in the statement of cash flows are as shown in Note 11 to the financial statements. The notes on pages 20 to 76 are an integral part of these financial statements. 20 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Notes to the financial statements Asas Dunia Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The address of its registered office and principal place of business is as follows : Wisma Asas No. 228-B Lebuh Chulia 10200 Penang The consolidated financial statements of the Company as at and for the financial year ended 31 December 2012 comprise the Company and its subsidiaries (together referred to as the Group and individually referred to as “Group entities”). The principal activities of the Company are property development, building construction, investment holding and property investment. The principal activities of its subsidiaries are set out in Note 7 to the financial statements. These financial statements were authorised for issue by the Board of Directors on 10 April 2013. 1. Basis of preparation (a) Statement of compliance These financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (FRS), generally accepted accounting principles and the requirements of the Companies Act, 1965 in Malaysia. The following are accounting standards, amendments and interpretations of the FRS framework that have been issued by the Malaysian Accounting Standards Board (MASB) but have not been adopted by the Group and the Company : FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2012 Amendments to FRS 101, Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income Company No. 94528 - T 1. Basis of preparation (continued) (a) Statement of compliance (continued) FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013 FRS 10, Consolidated Financial Statements FRS 11, Joint Arrangements FRS 12, Disclosure of Interests in Other Entities FRS 13, Fair Value Measurement FRS 119, Employee Benefits (2011) * FRS 127, Separate Financial Statements (2011) FRS 128, Investments in Associates and Joint Ventures (2011) * IC Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine* Amendments to FRS 7, Financial Instruments : Disclosures - Offsetting Financial Assets and Financial Liabilities Amendments to FRS 1, First-time Adoption of Financial Reporting Standards Government Loans Amendments to FRS 1, First-time Adoption of Financial Reporting Standards (Annual Improvements 2009-2011 Cycle) Amendments to FRS 101, Presentation of Financial Statement (Annual Improvements 2009-2011 Cycle) Amendments to FRS 116, Property, Plant and Equipment (Annual Improvements 2009-2011 Cycle) Amendments to FRS 132, Financial Instruments: Presentation (Annual Improvements 2009-2011 Cycle) Amendments to FRS 134, Interim Financial Reporting (Annual Improvements 2009-2011 Cycle) Amendments to FRS 10, Consolidated Financial Statements: Transition Guidance Amendments to FRS 11, Joint Arrangements: Transition Guidance Amendments to FRS 12, Disclosure of Interests in Other Entities: Transition Guidance FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014 Amendments to FRS 10, Consolidated Financial Statements: Investment Entities Amendments to FRS 12, Disclosure of Interests in Other Entities: Investment Entities Amendments to FRS 127, Separate Financial Statements (2011): Investment Entities Amendments to FRS 132, Financial Instruments : Presentation – Offsetting Financial Assets and Financial Liabilities FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2015 FRS 9, Financial Instruments (2009) FRS 9, Financial Instrument (2010) Amendments to FRS 7, Financial Instruments : Disclosures - Mandatory Date of FRS 9 and Transition Disclosures 21 Company No. 94528 - T 22 1. Basis of preparation (continued) (a) Statement of compliance (continued) The Group and the Company plan to apply the abovementioned standards, amendments and interpretations from the annual period beginning 1 January 2013 for those standards, amendments or interpretations that are effective for annual periods beginning on or after 1 July 2012 and 1 January 2013, except for those marked “ * ” which are not applicable to the Group and the Company from the annual period beginning on 1 January 2013. The initial application of a standard, an amendment or an interpretation, which will be applied prospectively or which requires extended disclosures, is not expected to have any financial impacts to the current and prior periods financial statements upon their first adoption. The initial applications of the other standards, amendments and interpretations are not expected to have any material impact on the financial statements of the Group and the Company. The Group’s and the Company’s financial statements for annual period beginning on 1 January 2014 will be prepared in accordance with the Malaysian Financial Reporting Standards (MFRS) issued by the MASB and International Financial Reporting Standards (IFRS). As a result, the Group and the Company will not be adopting the above FRSs, Interpretations and amendments that are effective for annual periods beginning on or after 1 January 2014. (b) Basis of measurement The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2. (c) Functional and presentation currency These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. (d) Use of estimates and judgements The preparation of the financial statements is conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Company No. 94528 - T 23 1. Basis of preparation (continued) (d) Use of estimates and judgements (continued) The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below : (i) Property development The Group recognises property development revenue and expenses in profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Significant judgement is required in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development revenue and costs, as well as the recoverability of the development projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists. (ii) Inventories The Directors are of the opinion that no further write down is required for the unsold units of the Group’s completed development properties as they are confident of realising those units at a price which is higher than the carrying amount. (iii) Measurement of recoverable amounts of cash generating units - goodwill For the purpose of impairment testing, goodwill is allocated to the Group’s CashGenerating Units (“CGUs”) identified. 2. Significant accounting policies The accounting policies set out below have been applied consistently to the periods presented in these financial statements, and have been applied consistently by the Group entities, unless otherwise stated. (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Company No. 94528 - T 24 2. Significant accounting policies (continued) (a) Basis of consolidation (continued) (i) Subsidiaries (continued) Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments includes transaction costs. (ii) Business combinations Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group. Acquisitions on or after 1 January 2011 For acquisitions on or after 1 January 2011, the Group measures goodwill at the acquisition date as : the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service. Company No. 94528 - T 25 2. Significant accounting policies (continued) (a) Basis of consolidation (continued) (ii) Business combinations (continued) Acquisitions between 1 January 2006 and 1 January 2011 For acquisitions between 1 January 2006 and 1 January 2011, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition. Acquisitions prior to 1 January 2006 For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair values of the net identifiable assets and liabilities. (iii) Acquisitions of non-controlling interests The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity transactions between the Group and its noncontrolling interest holders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves. (iv) Loss of control Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity accounted investee or as an available-for-sale financial asset depending on the level of influence retained. (v) Non-controlling interests Non-controlling interest at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated statement of comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between noncontrolling interests and the owners of the Company. Company No. 94528 - T 26 2. Significant accounting policies (continued) (a) Basis of consolidation (continued) (v) Non-controlling interests (continued) Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. (vi) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Property, plant and equipment (i) Recognition and measurement Freehold land are measured at cost/valuation. All other property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. The Group has availed itself to the transitional provision when the MASB first adopted IAS 16, Property, Plant and Equipment in 1998. Certain properties were revalued in 1994 and no later valuation has been recorded for these properties. Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged between knowledgeable willing parties in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items when available and replacement cost when appropriate. Company No. 94528 - T 27 2. Significant accounting policies (continued) (b) Property, plant and equipment (continued) (i) Recognition and measurement (continued) When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net within “other income” and “other expenses” respectively in the profit or loss. When revalued assets are sold, the amounts included in the asset revaluation reserve are transferred to retained earnings. (ii) Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to profit or loss. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. (iii) Depreciation Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use. The estimated useful lives for the current and comparative periods are as follows : Buildings Plant and machinery Motor vehicles Renovation Furniture, fittings and equipment 50 years 4 - 5 years 5 years 10 years 2.5 - 12.5 years Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at the end of the reporting period. Company No. 94528 - T 28 2. Significant accounting policies (continued) (c) Leased assets (i) Finance lease Leases in terms of which the Group or the Company assume substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. (ii) Operating lease Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases and, except for property interest held under operating lease, the leased assets are not recognised in the statement of financial position. Payments made under operating leases are recognised in profit or loss on a straightline basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred. (d) Intangible assets Goodwill Goodwill arises on business combinations is measured at cost less any accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity-accounted investee. Goodwill is not amortised but is tested for impairment annually and whenever there is an indication that it may be impaired. Company No. 94528 - T 29 2. Significant accounting policies (continued) (e) Land held for property development Land held for property development consists of land or such portions thereof on which no development activities have been carried out or where development activities are not expected to be completed within the Group’s normal operating cycle of 2 to 3 years. Such land is classified as non-current asset and is measured at cost less accumulated impairment losses. Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the Group’s normal operating cycle of 2 to 3 years. Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies. (f) Investment properties Investment properties are properties which are owned to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment properties are measured at cost less accumulated depreciation and impairment losses, consistent with the accounting policy for property, plant and equipment as stated in accounting policy Note 2(b). Transfers between investment properties, property, plant and equipment and inventories do not change the carrying amount and the cost of the property transferred. Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of 50 years for buildings. Freehold land is not depreciated. The Directors estimate the fair values of the Group’s investment properties without involvement of independent valuers. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. (g) Financial instruments (i) Initial recognition and measurement A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument. Company No. 94528 - T 30 2. Significant accounting policies (continued) (g) Financial instruments (continued) (i) Initial recognition and measurement (continued) A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract. (ii) Financial instrument categories and subsequent measurement The Group and the Company categorise financial instruments as follows: Financial assets (a) Loans and receivables Loans and receivables category comprises debt instruments that are not quoted in an active market. Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method. (b) Available-for-sale financial assets Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss. All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (see Note 2(k)(i)). Company No. 94528 - T 31 2. Significant accounting policies (continued) (g) Financial instruments (continued) (ii) Financial instrument categories and subsequent measurement (continued) Financial liabilities All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are held for trading, derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial liabilities that are specifically designated into this category upon initial recognition. Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost. Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss. (iii) Regular way purchase or sale of financial assets A regular way 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 convention in the marketplace concerned. A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting. Trade date accounting refers to: (a) (b) the recognition of an asset to be received and the liability to pay for it on the trade date, and derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable from the buyer for payment on the trade date. (iv) Derecognition A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss. Company No. 94528 - T 32 2. Significant accounting policies (continued) (g) Financial instruments (continued) (iv) Derecognition (continued) A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. (h) Property development costs Property development costs comprise costs associated with the acquisition of land and all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities, including interest expense incurred during the period of active development. Property development costs not recognised as an expense is recognised as an asset and is stated at the lower of cost and net realisable value. The excess of revenue recognised in profit or loss over billings to purchasers is shown as accrued billings under receivables, deposits and prepayments and the excess of billings to purchasers over revenue recognised in profit or loss is shown as progress billings under trade and other payables. (i) Inventories i) Completed development properties Completed development properties are stated at the lower of cost and net realisable value. Cost is determined on the specific identification basis and includes costs of land, direct building costs and other related development costs. ii) Building materials Building materials are stated at the lower of cost and net realisable value. The cost of building materials is measured based on the first-in first-out principle and comprises the original purchase price plus incidental costs in bringing these inventories to their present location and conditions. 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. The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. Company No. 94528 - T 33 2. Significant accounting policies (continued) (j) Cash and cash equivalents Cash and cash equivalents consist of cash in hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value with original maturities of three months or less (including the accounts maintained pursuant to the Housing Developers (Housing Development Account) (Amendment) Regulations 2002). For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits, if any. (k) Impairment (i) Financial assets All financial assets (except for financial assets categorised as fair value through profit or loss and investments in subsidiaries) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an investment in as equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If any such objective evidence exists, then the financial assets recoverable amount is estimated. An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity to profit or loss. An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale is not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss. Company No. 94528 - T 34 2. Significant accounting policies (continued) (k) Impairment (continued) (ii) Other assets The carrying amounts of other assets (except for inventories and deferred tax assets) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period at the same time. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units. Subject to an operating segment ceiling test, for the purpose of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to group of cash-generating units that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit or the group of cash-generating units and then to reduce the carrying amount of the other assets in the cashgenerating unit (or a group of cash-generating units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised. Company No. 94528 - T 35 2. Significant accounting policies (continued) (l) Equity instruments Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently. (i) Issue expenses Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity. (ii) Ordinary shares Ordinary shares are classified as equity. (iii) Repurchase, disposal and reissue of share capital (treasury share) When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares that are not subsequently cancelled are classified as treasury shares in the statement of changes in equity. Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both. Where treasury shares are sold or reissued subsequently, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity, and the resulting surplus or deficit on the transaction is presented in share premium. (m) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Contingent liabilities Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. Company No. 94528 - T 36 2. Significant accounting policies (continued) (n) Employee benefits Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. The Group’s contribution to statutory pension funds are charged to profit or loss in the financial year to which they relate. Once the contributions have been paid, the Group has no further payment obligations. (o) Revenue and other income (i) Property development Revenue from property development activities is recognised based on the stage of completion measured by reference to the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Where the financial outcome of a property development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that are probable to be recoverable, and property development costs on the development units sold are recognised as an expense in the period in which they are incurred. Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised immediately in profit or loss. (ii) Completed development properties and land Revenue relating to sale of completed development properties and land is recognised net of discounts when transfer of risks and rewards have been completed. (iii) Goods sold Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. Company No. 94528 - T 37 2. Significant accounting policies (continued) (o) Revenue and other income (continued) (iv) Dividend income Dividend income is recognised when the right to receive payment is established. (v) Rental income Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. Rental income from subleased property is recognised as other income. (vi) Interest income Interest income is recognised as it accrues, using the effective interest method in profit or loss. (p) Borrowing costs Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying assets are recognised in profit or loss using the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed. (q) Income tax Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination items recognised directly in equity or other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous financial years. Company No. 94528 - T 38 2. Significant accounting policies (continued) (q) Income tax (continued) Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and tax bases. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, and the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (r) Earnings per ordinary share The Group presents basic earnings per ordinary share data for its ordinary shares (EPS). Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. (s) Operating segments An operating segments is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker, which in this case is the Managing Director of the Group, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Company No. 94528 - T 39 3. Property, plant and equipment Group Total RM Freehold land RM Buildings RM Plant and machinery RM Cost/Valuation At 1 January 2011 Additions Disposals 4,024,771 - 2,352,828 60,876 - 3,596,762 - 3,492,379 1,668,163 (306,252) 215,382 154,516 - 1,800,642 130,942 - 15,482,764 2,014,497 (306,252) At 31 December 2011/ 1 January 2012 4,024,771 2,413,704 3,596,762 4,854,290 369,898 1,931,584 17,191,009 1,407 (186,700) - 572,686 (122,916) (4,724) 138,115 - 90,947 (8,560) - 803,155 (318,176) (4,724) Additions Disposal Written off - - Motor Vehicles RM Furniture, fittings and equipment RM Renovation RM At 31 December 2012 4,024,771 2,413,704 3,411,469 5,299,336 508,013 2,013,971 17,671,264 Representing : - At cost - At valuation 162,771 3,862,000 2,413,704 - 3,411,469 - 5,299,336 - 508,013 - 2,013,971 - 13,809,264 3,862,000 4,024,771 2,413,704 3,411,469 5,299,336 508,013 2,013,971 17,671,264 Company No. 94528 - T 40 3. Property, plant and equipment (continued) Group Freehold land RM Buildings RM Plant and machinery RM Motor Vehicles RM Renovation RM Furniture, fittings and equipment RM Total RM Accumulated depreciation At 1 January 2011 Depreciation for the year Disposal - 661,700 47,258 - 3,524,802 21,998 - 2,129,445 613,968 (306,249) 95,570 25,743 - 1,699,914 49,350 - 8,111,431 758,317 (306,249) At 31 December 2011/ 1 January 2012 - 708,958 3,546,800 2,437,164 121,313 1,749,264 8,563,499 Depreciation for the year Disposal Written off - 48,274 - 21,999 (184,057) - 716,538 (122,913) (1,417) 46,689 - 61,685 (4,613) - 895,185 (311,583) (1,417) At 31 December 2012 - 757,232 3,384,742 3,029,372 168,002 1,806,336 9,145,684 Company No. 94528 - T 41 3. Property, plant and equipment (continued) Group Carrying amounts At 1 January 2011 - At cost - At valuation At 31 December 2011/ 1 January 2012 - At cost - At valuation At 31 December 2012 - At cost - At valuation Motor Vehicles RM Furniture, fittings and equipment RM Freehold land RM Buildings RM Plant and machinery RM 162,771 3,862,000 1,691,128 - 71,960 - 1,362,934 - 119,812 - 100,728 - 3,509,333 3,862,000 4,024,771 1,691,128 71,960 1,362,934 119,812 100,728 7,371,333 162,771 3,862,000 1,704,746 - 49,962 - 2,417,126 - 248,585 - 182,320 - 4,765,510 3,862,000 4,024,771 1,704,746 49,962 2,417,126 248,585 182,320 8,627,510 162,771 3,862,000 1,656,472 - 26,727 - 2,269,964 - 340,011 - 207,635 - 4,663,580 3,862,000 4,024,771 1,656,472 26,727 2,269,964 340,011 207,635 8,525,580 Renovation RM Total RM Company No. 94528 - T 42 3. Property, plant and equipment (continued) Company Total RM Freehold land RM Buildings RM Plant and machinery RM Cost/Valuation At 1 January 2011 Additions Disposal 4,014,200 - 2,123,378 60,876 - 3,298,690 - 2,482,272 1,372,800 (306,252) - 1,637,138 85,955 - 13,555,678 1,519,631 (306,252) At 31 December 2011/ 1 January 2012 4,014,200 2,184,254 3,298,690 3,548,820 - 1,723,093 14,769,057 Additions Disposal Written off - - (175,400) - Motor Vehicles RM Furniture, fittings and equipment RM Renovation RM 488,186 (122,916) (4,724) 27,858 - 40,362 - 556,406 (298,316) (4,724) At 31 December 2012 4,014,200 2,184,254 3,123,290 3,909,366 27,858 1,763,455 15,022,423 Representing : - At cost - At valuation 152,200 3,862,000 2,184,254 - 3,123,290 - 3,909,366 - 27,858 - 1,763,455 - 11,160,423 3,862,000 4,014,200 2,184,254 3,123,290 3,909,366 27,858 1,763,455 15,022,423 Company No. 94528 - T 43 3. Property, plant and equipment (continued) Company Freehold land RM Buildings RM Plant and machinery RM Motor Vehicles RM Renovation RM Furniture, fittings and equipment RM Total RM Accumulated depreciation At 1 January 2011 Depreciation for the year Disposal - 597,025 42,670 - 3,232,090 20,759 - 1,576,751 431,081 (306,249) - 1,556,352 44,806 - 6,962,218 539,316 (306,249) At 31 December 2011/ 1 January 2012 - 639,695 3,252,849 1,701,583 - 1,601,158 7,195,285 Depreciation for the year Disposal Written off - 43,685 - 734 50,414 - 621,756 (298,308) (1,417) At 31 December 2012 - 683,380 734 1,651,572 7,517,316 20,525 (175,395) 3,097,979 506,398 (122,913) (1,417) 2,083,651 - Company No. 94528 - T 44 3. Property, plant and equipment (continued) Company Carrying amounts At 1 January 2011 - At cost - At valuation At 31 December 2011/ 1 January 2012 - At cost - At valuation At 31 December 2012 - At cost - At valuation Motor Vehicles RM Furniture, fittings and equipment RM Freehold land RM Buildings RM Plant and machinery RM 152,200 3,862,000 1,526,353 - 66,600 - 905,521 - - 80,786 - 2,731,460 3,862,000 4,014,200 1,526,353 66,600 905,521 - 80,786 6,593,460 152,200 3,862,000 1,544,559 - 45,841 - 1,847,237 - - 121,935 - 3,711,772 3,862,000 4,014,200 1,544,559 45,841 1,847,237 - 121,935 7,573,772 152,200 3,862,000 1,500,874 - 25,311 - 1,825,715 - 27,124 - 111,883 - 3,643,107 3,862,000 4,014,200 1,500,874 25,311 1,825,715 27,124 111,883 7,505,107 Renovation RM Total RM Company No. 94528 - T 45 3. Property, plant and equipment (continued) 3.1 Assets held in trust Included in property, plant and equipment of the Group and of the Company are motor vehicles with carrying amount of RM1,913,326 (2011 : RM2,245,404) and RM1,469,079 (2011 : RM1,675,516) respectively held in trust by the Directors. 3.2 Property, plant and equipment under the revaluation model The freehold land of the Group and of the Company with carrying amount of RM3,862,000 (2011 : RM3,862,000) was revalued in 1994 based on valuation by an independent professional valuer on an open market value basis. The revaluation surplus arising from the revaluation has been capitalised as asset revaluation reserve. Had the freehold land been carried at historical cost, the carrying amount of the revalued asset that would have been included in the financial statements of the Group and of the Company at the end of the year would be RM1,000,000 (2011 : RM1,000,000). 3.3 Assets under finance lease The carrying amount of plant and machinery acquired under finance lease instalment plans is RMNil (2011 : RM45,496). 4. Intangible assets Goodwill on consolidation Group 2012 RM At 1 January/31 December 4.1 1,441,116 2011 RM 1,441,116 Impairment testing for cash-generating units containing goodwill For the purpose of impairment testing, goodwill is allocated to the Group’s CashGenerating Units (“CGUs”) identified. Goodwill is tested for impairment on an annual basis by comparing the carrying amount with the recoverable amount of the CGUs based on the value-in-use. Value-in-use is determined by discounting the future cash flows generated from the continuing use of the unit and is based on the recent financial projections approved by the Management. A weighted average cost of capital of 7.8% (2011 : 9.0%) has been applied to the cash flow projections. The gross margin used in the projections is based on past experience. Company No. 94528 - T 46 5. Land held for property development Group Company 2012 RM 2011 RM 2012 RM 2011 RM 202,693,802 2,743,553 12,022,063 195,597,218 2,743,553 7,668,303 176,721,689 2,494,623 10,628,354 171,647,351 2,494,623 5,937,915 217,459,418 206,009,074 189,844,666 180,079,889 Cost At 1 January Freehold land Leasehold land Development expenditure Transfer from property development costs (Note 8) Additions Disposal 2,377,496 4,521,918 (4,469,149) 2,037,832 9,780,684 (368,172) 1,351,653 5,492,819 (4,069,999) 3,265,236 6,867,713 (368,172) At 31 December Freehold land Leasehold land Development expenditure 202,633,431 17,256,252 202,693,802 2,743,553 12,022,063 176,769,226 15,849,913 176,721,689 2,494,623 10,628,354 219,889,683 217,459,418 192,619,139 189,844,666 Included in additions of land held for property development cost incurred during the year of the Group and of the Company are rental of plant and machinery of RM2,787,933 (2011 : RM3,454,979). 6. Investment properties Group 2012 RM Company 2011 RM 2012 RM 2011 RM Cost At 1 January Disposal 2,737,380 (172,325) 2,737,380 - 2,565,055 - 2,565,055 - At 31 December 2,565,055 2,737,380 2,565,055 2,565,055 Company No. 94528 - T 47 6. Investment properties (continued) Group Company 2012 RM 2011 RM 2012 RM 2011 RM Accumulated depreciation At 1 January Depreciation for the year Disposal 109,502 17,389 (7,181) 91,251 18,251 - 102,608 17,102 - 85,506 17,102 - At 31 December 119,710 109,502 119,710 102,608 2,445,345 2,627,878 2,445,345 2,462,447 1,709,997 735,348 1,824,880 802,998 1,709,997 735,348 1,709,997 752,450 2,445,345 2,627,878 2,445,345 2,462,447 Carrying amounts Included in the above are : Freehold land Buildings The fair value of investment properties of the Group and of the Company stated at Directors’ estimate amounted to of RM8,800,000 (2011 : RM9,080,000) and RM8,800,000 (2011 : RM8,800,000) respectively. The following are recognised in profit or loss in respect of investment properties : Group Rental income Direct operating expenses : - income generating investment properties - non-income generating investment properties Company 2012 RM 2011 RM 2012 RM 2011 RM 248,760 258,260 248,760 258,260 22,600 23,804 22,456 21,032 7,107 6,663 7,107 6,663 7. Investments in subsidiaries Company 2012 RM 2011 RM 23,499,659 (1,153,000) 23,499,659 (1,153,000) 22,346,659 22,346,659 Unquoted shares At cost Less : Accumulated impairment losses Company No. 94528 - T 48 7. Investments in subsidiaries (continued) The subsidiaries, all of which are incorporated in Malaysia, are as follows : Percentage of Equity Held 2012 2011 % % Name of subsidiary Principal Activities Ultra-Bina Sdn. Berhad 100 100 Property development and building construction Fung Yik Sdn. Bhd. 100 100 Property development Asas Mutiara Sdn. Bhd. 100 100 Property development Permai Baru Sdn. Bhd. 100 100 Property development Asas Land Development Sdn. Bhd. * 99.9 * 99.9 Property development Mastiara Construction Sdn. Bhd. 100 100 Property development and civil construction Asas Dunia Development & Construction Sdn. Bhd. 100 100 Property development and construction. Asas Dunia Quarry Industries Sdn. Bhd. 100 100 Trading of building materials * The remaining shares are held by non-controlling interests. 8. Property development costs Group 2012 RM Company 2011 RM 2012 RM 2011 RM At 1 January Freehold land Development costs Accumulated costs charged to profit or loss 38,406,259 99,832,444 42,749,837 41,297,948 35,347,883 100,064,075 40,314,853 40,974,050 (53,943,006) (13,487,985) (57,641,873) (14,029,915) 84,295,697 70,559,800 77,770,085 67,258,988 Company No. 94528 - T 49 8. Property development costs (continued) Group 2012 RM Company 2011 RM 2012 RM 2011 RM - - - Add : Land costs incurred during the year Development costs incurred during the year 800,360 56,058,480 66,204,438 53,283,694 67,782,884 56,858,840 66,204,438 53,283,694 67,782,884 (66,626,936) (9,274,432) (44,309,362) (3,725,593) (68,675,340) (9,298,807) (47,335,790) (4,387,077) (2,377,496) (105,048) (2,037,832) (2,395,754) (1,351,653) (245,793) (3,265,236) (2,283,684) (78,383,912) (52,468,541) (79,571,593) (57,271,787) 30,227,849 99,107,426 38,406,259 99,832,444 26,369,113 94,434,461 35,347,883 100,064,075 (66,564,650) (53,943,006) (69,321,388) (57,641,873) 62,770,625 84,295,697 51,482,186 77,770,085 Less : Costs charged to profit or loss Transfer to inventories Transfer to land held for property development (Note 5) Disposal At 31 December Freehold land Development costs Accumulated costs charged to profit or loss 8.1 Included in development costs of the Group and of the Company is : i) rental of plant and machinery for the year amounting to RM270,343 (2011 : RM920,464) and RM283,484 (2011 : RM867,241) respectively. Company No. 94528 - T 50 8. Property development costs (continued) ii) property development costs in respect of joint-venture projects are as follows : Group 2012 RM Company 2011 RM 2012 RM 2011 RM Project Taman Impian Indah * Taman Sungai Duri Indah II * 2,495,581 4,220,535 - - 2,495,581 * 4,220,535 2,972,409 4,775,225 795,174 1,135,052 3,767,583 5,910,277 The joint-venture partner is entitled to 20% to 30% of gross sales proceeds. 9. Receivables, deposits and prepayments Note Group 2012 RM Company 2011 RM 2012 RM 2011 RM Trade Trade receivables Accrued billings 9.1 20,789,802 12,039,976 11,957,638 11,552,301 17,033,344 13,412,971 10,153,851 14,170,715 32,829,778 23,509,939 30,446,315 24,324,566 8,267,206 753,872 225,884 72,284 Non-trade Amount due from subsidiaries Other receivables Deposits Prepayments 9.1 - - 106,525 925,163 134,940 788,325 242,434 205,343 7,296,000 76,944 776,734 70,727 1,166,628 1,236,102 8,220,405 9,319,246 33,996,406 24,746,041 38,666,720 33,643,812 9.2 Trade receivables Trade receivables are denominated in functional currency. 9.2 Amount due from subsidiaries The non-trade receivables due from subsidiaries are unsecured, interest-free and repayable on demand. Company No. 94528 - T 51 10. Inventories Group 2012 RM Completed development properties Building materials Company 2011 RM 2012 RM 2011 RM 67,498,768 38,956 74,508,761 42,749 49,524,432 38,956 54,352,195 42,749 67,537,724 74,551,510 49,563,388 54,394,944 The amount of inventories written down to profit or loss of the Group and of the Company during the financial year under review amounted to RM4,553,993 (2011 : RMNil) and RM2,570,998 (2011 : RMNil) respectively. 11. Cash and cash equivalents Group 2012 RM Deposits with a licensed bank Cash and bank balances Short term investments Company 2011 RM 2012 RM 2011 RM 14,272,690 3,329,872 2,279,570 3,771,909 3,913,076 1,366,164 14,272,690 1,655,266 2,279,570 3,771,909 3,388,324 1,366,164 19,882,132 9,051,149 18,207,526 8,526,397 Included in cash and bank balances of the Group and of the Company is an amount of RM2,467,213 (2011 : RM1,200,816) and RM1,442,369 (2011 : RM1,198,814) respectively held under Housing Development Account as required under the Housing Developers (Housing Development Account) (Amendment) Regulations 2002. 12. Capital and reserves Share capital 2012 2011 Amount RM Number of shares Amount RM Number of shares Authorised 500,000,000 500,000,000 500,000,000 500,000,000 Issued and fully paid 191,595,776 191,595,776 191,595,776 191,595,776 Ordinary shares of RM1 each Company No. 94528 - T 52 12. Capital and reserves (continued) Reserves Note Group Company 2012 RM 2011 RM 2012 RM 2011 RM 15,960,000 15,960,000 15,960,000 15,960,000 818,502 500,000 (867,789) 818,502 500,000 (781,600) 818,502 (867,789) 818,502 (781,600) 16,410,713 16,496,902 15,910,713 15,996,902 196,868,288 176,771,080 149,810,782 113,409,788 213,279,001 193,267,982 165,721,495 129,406,690 Non-distributable : Share premium Asset revaluation reserve Capital reserve Treasury shares 12.1 12.2 Distributable : Retained earnings The movements in the reserves are disclosed in the statements of changes in equity. 12.1 Asset revaluation reserve The asset revaluation reserve represents surplus arising from the revaluation of certain freehold land. 12.2 Treasury shares The shareholders of the Company, by a special resolution passed in a general meeting held on 18 June 2012, approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to enhance the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. During the financial year, the Company repurchased 73,000 of its issued share capital from then open market at an average price of RM1.18 per share. The total consideration paid was RM86,189 including transaction costs of RM640. The repurchase transactions were financed by internal generated funds. The shares repurchased are retained as treasury shares. At 31 December 2012, the Group held 816,000 (2011 : 743,000) of the Company’s shares. Company No. 94528 - T 53 12. Capital and reserves (continued) 12.3 Section 108 tax credit Subject to agreement with the Inland Revenue Board, the Company has Section 108 tax credit and tax exempt income to frank and distribute approximately RM98.0 million and RM0.9 million respectively from its retained earnings at 31 December 2012 if paid out as dividends. The Finance Act, 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2012 will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier. 13. Borrowings Group/Company 2012 2011 RM RM Non-current (unsecured) Term loan - 8,628,599 - 571,432 5,195,664 10,297 - 5,777,393 - 14,405,992 Current (unsecured) Al-Bai Bithaman Ajil Term Financing (BBA - TF) Term loan Finance lease liabilities The borrowings are denominated in functional currency. Term and debt repayment schedule Total RM Under 1 year RM 1 - 2 years RM 2 - 5 years RM 571,432 13,824,263 571,432 5,195,664 5,195,664 3,432,935 2011 BBA - TF Term loan Company No. 94528 - T 54 13. Borrowings (continued) Finance lease liabilities Finance lease liabilities are payable as follows : 2012 2011 Minimum lease payments RM Interest RM Principal RM - - - Less than 1 year Minimum lease payments RM Interest RM Principal RM 611 10,297 10,908 14. Deferred tax (assets)/liabilities Recognised deferred tax (assets)/liabilities Deferred tax (assets)/liabilities are attributable to the following : Assets Group 2012 RM 2011 RM Liabilities 2012 2011 RM RM Net 2012 RM 2011 RM Property, plant and equipment - revaluation - capital allowance (1,144,095) Provisions - 143,095 143,095 143,095 143,095 (460,095) 208,000 - 226,000 208,000 (1,144,095) 226,000 (460,095) Tax (assets)/ liabilities Set-off of tax (460,095) 328,095 351,095 (310,095) 369,095 (328,095) (793,000) - (91,000) - 41,000 41,000 (793,000) (91,000) (1,144,095) 310,095 (834,000) (132,000) Assets Company 2012 RM 2011 RM Property, plant and equipment - revaluation - capital allowance Provisions 143,095 167,000 (648,095) 143,095 185,000 (460,095) (338,000) (132,000) Company No. 94528 - T 55 14. Deferred tax (assets)/liabilities (continued) The components and movements of deferred tax (assets)/liabilities during the year are as follows : Group Property, plant and equipment - revaluation - capital allowance Provisions At 1 January 2011 RM At 31 Recognised December Recognised in profit or 2011/ in profit or At 31 loss 1 January loss December (Note 23) 2012 (Note 23) 2012 RM RM RM RM - - 143,095 32,500 (483,595) 193,500 23,500 143,095 226,000 (460,095) 143,095 (18,000) 208,000 (684,000) (1,144,095) (308,000) 217,000 (91,000) (702,000) (793,000) 143,095 17,500 (483,595) 143,095 185,000 (460,095) - 167,500 23,500 (18,000) (188,000) 143,095 167,000 (648,095) (323,000) 191,000 (132,000) (206,000) (338,000) Company Property, plant and equipment - revaluation - capital allowance Provisions - Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items (stated at gross) : Group 2012 RM’000 Unutilised tax losses Unabsorbed capital allowance 2011 RM’000 88 940 88 940 1,028 1,028 The unutilised tax losses and unabsorbed capital allowance do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of this item because it is not probable that future taxable profit will be available against which the Group can utilise the benefit there from. Company No. 94528 - T 56 15. Provisions Group/Company 2012 2011 RM RM At 1 January Provision reversed during the year 1,840,450 (1,840,450) At 31 December 1,993,675 (153,225) - 1,840,450 - 1,813,026 27,424 - 1,840,450 This represents the provisions for : Interest and legal fees payable Liquidated ascertained damages Provision for interest and legal fees payable were made in respect of the legal suits filed by certain purchasers against the Company to rescind the Sale and Purchase Agreements for retail units in a shopping complex. Provision for liquidated ascertained damages was in respect of projects undertaken by the Group and the Company. On 29 November 2012, the Federal Court has dismissed the appeal of purchasers following the decision to file an appeal as the Courts of Appeal has ruled in the Group’s and the Company’s favour. 16. Trade and other payables Note Group Company 2012 RM 2011 RM 2012 RM 2011 RM 16.1 11,823,276 15,564,946 4,459,632 6,641,674 16.2 1,359,351 2,180,767 15,824,160 1,359,351 42,423,465 2,180,767 13,182,627 17,745,713 21,643,143 51,245,906 Trade Trade payables Amount due to subsidiaries Progress billings Company No. 94528 - T 57 16. Trade and other payables (continued) Note Group 2012 RM Company 2011 RM 2012 RM 2011 RM Non-trade Amount due to subsidiaries Other payables Accrued expenses 16.2 3,251,456 885,474 4,861,639 819,000 3,978,501 3,139,712 805,866 3,960,310 4,252,836 749,671 4,136,930 5,680,639 7,924,079 8,962,817 17,319,557 23,426,352 29,567,222 60,208,723 16.1 Trade payables Trade payables are denominated in functional currency. Included in trade payables of the Group and of the Company are amounts of RM4,057,763 (2011 : RM6,732,934) and RM3,875,771 (2011 : RM5,147,908) respectively representing amount due to related parties. 16.2 Amount due to subsidiaries The trade payables to subsidiaries are subject to the normal trade terms. The non-trade amount due to subsidiaries is unsecured, interest-free and payable on demand. 17. Revenue Revenue of the Group and of the Company consist of the following : Group Gross dividend income from subsidiaries (unquoted) Property development revenue Rental income from properties Sale of land Sale of completed development properties Sale of building materials Company 2012 RM 2011 RM - - 2012 RM 2011 RM 33,500,443 600,000 98,747,261 74,160,667 91,067,087 75,530,451 1,511,172 17,022,038 1,274,897 3,839,586 1,364,580 13,556,956 1,132,257 3,091,296 18,257,500 336,860 32,726,536 45,500 15,665,150 18,321 26,507,223 45,500 135,874,831 112,047,186 155,172,537 106,906,727 Company No. 94528 - T 58 18. Cost of sales Cost of sales of the Group and of the Company include the following : Group Property development expenses Cost of land Cost of completed development properties Building materials Post completion expenses Company 2012 RM 2011 RM 2012 RM 2011 RM 66,626,936 4,808,457 44,309,362 2,763,926 68,675,340 4,315,792 47,335,790 2,651,856 10,720,752 294,006 604,099 19,075,219 2,729 467,279 10,545,890 239 554,348 18,049,472 2,729 467,279 83,054,250 66,618,515 84,091,609 68,507,126 19. Operating profit Operating profit is arrived at after charging/(crediting) : Group Auditors’ remuneration : - Statutory audit - KPMG - current year - prior year - Other services - KPMG - Affiliates of KPMG Bad debt written off Depreciation - property, plant and equipment (Note 3) - investment properties (Note 6) Plant and equipment written off Inventories written down Interest income Company 2012 RM 2011 RM 103,000 103,000 (1,000) 52,000 3,000 34,790 1,950 3,000 30,300 3,900 3,000 19,000 - - 895,185 758,317 621,756 539,316 17,389 18,251 17,102 17,102 - 3,307 4,553,993 (554,097) - (265,217) 2012 RM - 3,307 2,570,998 (552,729) 2011 RM 52,000 (1,000) 3,000 16,000 - (264,199) Company No. 94528 - T 59 19. Operating profit (continued) Group 2012 RM Gain on disposal of : - land held for property development - property, plant and equipment - investment property Reversal of impairment loss on trade receivables Rental of premise Reversal of provisions Management fees received and receivable Compensation claims Company 2011 RM 2012 RM 2011 RM (11,810,029) (816,985) (8,673,097) (816,985) (118,307) (114,856) (86,297) (118,592) (86,297) - - - - (86,944) (86,944) (4,000) (1,840,450) (205,760) (412,856) - - (153,225) (1,840,450) (153,225) (107,856) (99,464) (79,224) - - - The estimated monetary value of benefits-in-kind receivable by certain Directors otherwise than in cash of the Group and of the Company amounted to RM75,900 (2011 : RM71,908). 20. Employee information Group Staff costs (excluding Directors’ remuneration) Company 2012 RM 2011 RM 2012 RM 2011 RM 4,040,443 3,880,291 2,673,073 2,617,071 Staff costs of the Group and of the Company include contributions to the Employees Provident Fund of RM390,019 (2011 : RM382,429) and RM271,631 (2011 : RM263,057) respectively. Company No. 94528 - T 60 21. Key management personnel compensation – Group/Company The key management personnel compensation are as follows : 2012 RM 2011 RM Directors of the Company Executive : Salaries and other emoluments Fees 3,788,520 102,000 4,046,520 86,000 3,890,520 4,132,520 18,450 60,000 13,900 50,000 78,450 63,900 3,968,970 4,196,420 847,930 948,969 4,816,900 5,145,389 Non-executive : Other emoluments Fees Other key management personnel Salaries and other emoluments The number of Directors of the Company whose total remuneration during the year fall within the following bands are as follows : Number of Directors 2012 2011 Executive Directors : RM350,001- RM500,000 RM500,001 - RM650,000 RM650,001 - RM800,000 RM800,001 - RM950,000 RM950,001 - RM1,050,000 RM1,050,001 - RM1,200,000 RM1,200,001 - RM1,350,000 2 1 1 1 1 1 1 3 3 Non-executive Directors : Below RM50,000 Company No. 94528 - T 61 22. Finance costs Group/Company 2012 2011 RM RM Interest expense BBA - TF Revolving credit Term loan Finance lease liabilities 177,376 335,336 610 177,432 27,744 509,365 2,441 513,322 716,982 23. Income tax expense Recognised in profit or loss Group 2012 RM Company 2011 RM 2012 RM 2011 RM Current tax expense Current year Prior year 9,841,754 (243,390) 8,559,980 (149,152) 15,000,000 (246,867) 7,258,000 (157,086) 9,598,364 8,410,828 14,753,133 7,100,914 (706,000) 4,000 10,000 207,000 (210,000) 4,000 191,000 (702,000) 217,000 (206,000) 191,000 8,896,364 8,627,828 14,547,133 7,291,914 2012 RM 2011 RM 2012 RM 2011 RM 36,147,814 32,169,702 58,102,369 27,089,637 Deferred tax expense Current year Prior year Reconciliation of effective tax expense Group Profit before tax Company Company No. 94528 - T 62 23. Income tax expense (continued) Reconciliation of effective tax expense (continued) Group 2012 RM Tax at Malaysian tax rate of 25% Non-deductible expenses Income not subject to tax Changes in unrecognised deferred tax assets Under/(Over) provided in prior years Tax expense 9,036,954 280,728 (181,928) Company 2011 RM 2012 RM 2011 RM 8,042,426 533,388 - 14,525,592 264,408 - 6,772,409 485,591 - - (5,834) - (239,390) 57,848 (242,867) 33,914 8,896,364 8,627,828 14,547,133 7,291,914 - 24. Basic earnings per ordinary share - Group The calculation of basic earnings per ordinary share was based on the profit for the year attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows : 2012 RM Profit for the year attributable to ordinary shareholders 2011 RM 27,251,450 23,541,874 Issued ordinary shares at 1 January Effect of treasury shares held 191,595,776 (785,167) 191,595,776 (743,000) Weighted average number of ordinary shares at 31 December 190,810,609 190,852,776 2012 Sen 2011 Sen Weighted average number of ordinary shares Basic earnings per ordinary share From continuing operations 14.28 12.34 Company No. 94528 - T 63 25. Operating segment The Group has one operating segment comprises mainly including the property development and construction. Accordingly, information by operating segment on the Group’s operations as required by FRS 8 is as disclosed in the statement of financial position and statement of comprehensive income. Major customer During the year, there were no revenue from one single customer that contribute to more than 10% of the Group’s revenue. 26. Dividend - Group/Company Sen per share (net of tax) 2012 In respect of financial year ended 31 December 2011 First and final dividend of 5% less 25% tax 3.75 Total amount RM Date of payment 7,154,242 6 September 2012 7,156,979 8 September 2011 2011 In respect of financial year ended 31 December 2010 First and final dividend of 5% less 25% tax 3.75 At the forthcoming Annual General Meeting, a first and final dividend of 5% less 25% tax in respect of the financial year ended 31 December 2012 will be proposed for shareholders’ approval. These financial statements do not reflect this final dividend which will be accounted for as an appropriation of retained earnings from shareholders’ funds in the financial year ending 31 December 2013 when approved by shareholders. 27. Related parties - Group/Company For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. Key management personnel include all the Directors of the Company, and certain members of senior management of the Group. Company No. 94528 - T 64 27. Related parties - Group/Company (continued) 27.1 Identity of related parties i) Its subsidiaries as disclosed in Note 7. ii) Tony Chan Holdings Sendirian Berhad, a substantial shareholder of the Company in which the Directors, Mr. Chan Leong Foon, Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean have substantial financial interests. iii) The Company also has a related party relationship with its Directors and key management personnel and the close members of their families. The Directors and key management personnel of the Group are : - Chan Leong Foon - Ooi Cheng Sim - Dato’ Chan Fook Sing - Chan Fook Sun - Chan Fook Hee - Chan Fook Hean - Chan Fook Moon - Chan Min Chwen iv) The Group also has a related party relationship with Dyner Resources Sdn. Bhd., Solid Block Sdn. Bhd., and Asas Dunia Properties Sdn. Bhd., companies in which Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean have substantial financial interests. 27.2 Related party transactions 27.2.1 Transactions with Directors and key management personnel The remuneration packages paid to them in accordance with the terms and conditions of their appointment as disclosed in Note 21. 27.2.2 Significant related party transactions other than those disclosed elsewhere in the financial statements are as follows : Group 2012 RM Sale of completed development property to key management personnel 3,300,000 Proceeds of sales due and payable to the landowner pursuant to the joint venture agreements signed : - Dyner Resources Sdn. Bhd. - Asas Dunia Properties Sdn. Bhd. 3,259,872 - 2011 RM - 2,840,165 1,255,742 Company No. 94528 - T 65 27. Related parties - Group/Company (continued) 27.2 Related party transactions (continued) Group Purchase of bricks from : - Solid Block Sdn. Bhd. 2012 RM 2011 RM 703,026 1,639,062 Company Sale of completed development property to key management personnel 3,300,000 - Progress billings from : - Ultra-Bina Sdn. Berhad - Mastiara Construction Sdn. Bhd. Proceeds of sales receivable by the Company as landowner pursuant to the joint venture agreement signed : - Asas Mutiara Sdn. Bhd. Proceeds of sales due and payable to the landowner pursuant to the joint venture agreements signed : - Mastiara Construction Sdn. Bhd. - Dyner Resources Sdn. Bhd. - Asas Dunia Properties Sdn. Bhd. Purchase of bricks from : - Solid Block Sdn. Bhd. 28,613,041 17,955,707 - 36,909,447 23,057,406 57,000 871,288 2,946,213 - 380 1,347,148 2,318,898 1,255,742 - 27.3 Non-trade balance with subsidiaries and related parties are disclosed in Notes 9 and 16 to the statements of financial position. All the amounts outstanding are unsecured and expected to be settled in cash. The Directors of the Company are of the opinion that the above transactions were in the normal course of business and the terms of which have been established on a negotiated basis. Company No. 94528 - T 66 28. Capital commitments Group/Company 2012 2011 RM RM Property, plant and equipment Authorised but not contracted for Contracted but not provided for 2,607,000 393,000 - 29. Financial instruments 29.1 Categories of financial instruments The table below provides an analysis of financial instruments categorised as follows: (a) Loans and receivables (L&R); and (b) Financial liabilities measured at amortised cost (FL). Carrying amount RM L&R/(FL) RM 33,861,466 19,882,132 33,861,466 19,882,132 53,743,598 53,743,598 38,595,993 18,207,526 38,595,993 18,207,526 56,803,519 56,803,519 2012 Financial assets Group Trade and other receivables Cash and cash equivalents Company Trade and other receivables Cash and cash equivalents Company No. 94528 - T 67 29. Financial instruments (continued) 29.1 Categories of financial instruments (continued) Carrying amount RM L&R/(FL) RM 24,540,698 9,051,149 24,540,698 9,051,149 33,591,847 33,591,847 33,571,528 8,526,397 33,571,528 8,526,397 42,097,925 42,097,925 (17,319,557) (17,319,557) (29,567,222) (29,567,222) 2011 Financial assets Group Trade and other receivables Cash and cash equivalents Company Trade and other receivables Cash and cash equivalents 2012 Financial liabilities Group Trade and other payables Company Trade and other payables Company No. 94528 - T 68 29. Financial instruments (continued) 29.1 Categories of financial instruments (continued) Carrying amount RM L&R/(FL) RM (14,405,992) (23,426,352) (14,405,992) (23,426,352) (37,832,344) (37,832,344) (14,405,992) (60,208,723) (14,405,992) (60,208,723) (74,614,715) (74,614,715) 2011 Financial liabilities Group Borrowings Trade and other payables Company Borrowings Trade and other payables 29.2 Net gains and (losses) arising from financial instruments Group 2011 RM Company 2012 2011 RM RM 86,944 554,097 265,217 86,944 552,729 264,199 (513,322) (716,982) (513,322) (716,982) 127,719 (451,765) 126,351 (452,783) 2012 RM Loans and receivables - Reversal of impairment loss on trade receivables - Interest income Financial liabilities - Interest expenses - 29.3 Financial risk management The Group has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk Company No. 94528 - T 69 29. Financial instruments (continued) 29.4 Credit risk Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s exposure to credit risk arises principally from its receivables from customers. The Company’s exposure to credit risk arises principally from its receivables from customers, loans and advances to subsidiaries. Receivables Risk management objectives, policies and processes for managing the risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Exposure to credit risk, credit quality and collateral As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statements of financial position. Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are stated at their realisable values. The Group uses ageing analysis to monitor the credit quality of the receivables. Impairment losses The ageing of receivables as at the end of the reporting period was : Group Gross RM Individual impairment RM Net RM 2012 Not past due Past due 1 - 30 days Past due 31 - 60 days Past due more than 60 days - 9,391,167 2,949,858 7,462,767 2,023,226 (930,691) 9,391,167 2,949,858 7,462,767 1,092,535 21,827,018 (930,691) 20,896,327 Company No. 94528 - T 70 29. Financial instruments (continued) 29.4 Credit risk (continued) Receivables (continued) Impairment losses (continued) Group Gross RM Individual impairment RM Net RM 2011 Not past due Past due 1 - 30 days Past due 31 - 60 days Past due more than 60 days - 8,459,152 2,388,663 532,323 2,383,460 (1,017,635) 8,459,152 2,388,663 532,323 1,365,825 13,763,598 (1,017,635) 12,745,963 Company 2012 Not past due Past due 1 - 30 days Past due 31 - 60 days Past due more than 60 days - 6,333,558 2,358,988 7,462,767 1,311,626 (356,651) 6,333,558 2,358,988 7,462,767 954,975 17,466,939 (356,651) 17,110,288 6,695,192 2,355,937 509,153 1,791,036 - (443,595) 6,695,192 2,355,937 509,153 1,347,441 11,351,318 (443,595) 10,907,723 2011 Not past due Past due 1 - 30 days Past due 31 - 60 days Past due more than 60 days Company No. 94528 - T 71 29. Financial instruments (continued) 29.4 Credit risk (continued) Receivables (continued) Impairment losses (continued) The movements in the allowance for impairment losses of receivables during the year were : Group At 1 January Impairment loss written off Reversal of impairment loss At 31 December Company 2012 2011 RM RM 2012 RM 2011 RM 1,017,635 1,022,150 (4,515) 443,595 - - 448,110 (4,515) (86,944) - (86,944) - 356,651 443,595 930,691 1,017,635 The allowance account in respect of receivables is used to record impairment losses. Unless the Group is satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable directly. Inter company balances Risk management objectives, policies and processes for managing the risk The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of the subsidiaries regularly. Exposure to credit risk, credit quality and collateral As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position. Loans and advances are only provided to subsidiaries which are wholly-owned by the Company. Impairment losses As at the end of the reporting period, there was no indication that the loans and advances to the subsidiaries are not recoverable. The Company does not specifically monitor the ageing of the current advances to the subsidiaries. Nevertheless, these advances are repayable on demand. Company No. 94528 - T 72 29. Financial instruments (continued) 29.5 Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s exposure to liquidity risk arises principally from its various payables, loans and borrowings. The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. Company No. 94528 - T 73 29. Financial instruments (continued) 29.5 Liquidity risk (continued) Maturity analysis The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments : Carrying amount RM Contractual Contractual interest rate cash flows % RM Under 1 year RM 1 - 2 years RM 2 - 5 years RM More than 5 years RM 2012 Group Non-derivative financial liabilities Trade and other payables 17,319,557 - 17,319,557 17,319,557 - - - 29,567,222 - 29,567,222 29,567,222 - - - Company Non-derivative financial liabilities Trade and other payables Company No. 94528 - T 74 29. Financial instruments (continued) 29.5 Liquidity risk (continued) Maturity analysis (continued) Carrying amount RM Contractual Contractual interest rate cash flows % RM Under 1 year RM 1 - 2 years RM 2 - 5 years RM More than 5 years RM 748,807 14,518,239 10,908 23,426,352 748,807 5,615,405 10,908 23,426,352 5,423,901 - 3,478,933 - - 38,704,306 29,801,472 5,423,901 3,478,933 - 748,807 14,518,239 10,908 60,208,723 748,807 5,615,405 10,908 60,208,723 5,423,901 - 3,478,933 - - 75,486,677 66,583,843 5,423,901 3,478,933 - 2011 Group Non-derivative financial liabilities BBA-TF Term loan Finance lease liabilities Trade and other payables 571,432 13,824,263 10,297 23,426,352 8.00 3.66 2.97 - 37,832,344 Company Non-derivative financial liabilities BBA-TF Term loan Finance lease liabilities Trade and other payables 571,432 13,824,263 10,297 60,208,723 74,614,715 8.00 3.66 2.97 - Company No. 94528 - T 75 29. Financial instruments (continued) 29.6.1 Market risk Market risk is the risk that changes in market prices, such as interest rates and other prices will affect the Group’s financial position or cash flows. 29.6.2 Interest rate risk The Group’s primary interest rate risk is related to debt obligations and deposits, which are mainly confined to bank borrowings, deposits with a licensed bank and short term investments. Bank borrowings are on fixed and floating rates. Cash flows interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s and the Company’s interest-earning financial assets are mainly short term in nature and have been mostly placed in deposits and short term investments. Risk management objectives, policies and processes for managing the risk The Group’s exposure to interest rate risk is not material. Hence, sensitivity analysis is not disclosed. 29.7 Fair value of financial instruments The carrying amounts of cash and cash equivalents, short term receivables and payables and short term borrowings approximate fair values due to the relatively short term nature of these financial instruments. The Directors are of the opinion that there is no significant difference between the fair value and carrying amount of BBA - TF, term loan and finance lease liabilities. 30. Capital management The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group currently does not adopt any dividend policy. There were no changes in the Group’s approach to capital management during the financial year. Company No. 94528 - T 76 31. Supplementary information on the breakdown of realised and unrealised profits or losses The breakdown of the retained earnings of the Group and of the Company as at 31 December, into realised and unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows : Group Company 2012 RM 2011 RM 2012 RM 2011 RM 202,048,913 936,095 187,991,996 (1,606,355) 149,329,687 481,095 114,975,125 (1,565,337) 202,985,008 186,385,641 149,810,782 113,409,788 (6,116,720) (9,614,561) 196,868,288 176,771,080 Total retained earnings of the Company and its subsidiaries - realised - unrealised Less : Consolidation adjustments Total retained earnings 149,810,782 133,409,788 The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profit or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by Malaysian Institute of Accountants on 20 December 2010. 77 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 In the opinion of the Directors, the financial statements set out on pages 7 to 75 are drawn up in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2012 and of their financial performance and cash flows for the year ended on that date. In the opinion of the Directors, the information set out in Note 31 on page 76 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. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors : …………………………… Chan Leong Foon …………………………… Dato’ Chan Fook Sing Penang, Date : 10 April 2013 78 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Statutory declaration pursuant to Section 169(16) of the Companies Act, 1965 I, Chan Fook Sun, the Director primarily responsible for the financial management of Asas Dunia Berhad, do solemnly and sincerely declare that the financial statements set out on pages 7 to 76 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed at Georgetown in the State of Penang on 10 April 2013. ……………………………… Chan Fook Sun Before me : DATO’ DR. CHELVARAI @ SELVARAJOO A/L ERULANDY (No. P-099) DBBS, PhD (HONS) Pesuruhjaya Sumpah (Commissioner for Oaths) Penang 79 Independent auditors’ report to the members of Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Report on the Financial Statements We have audited the financial statements of Asas Dunia Berhad, which comprise the statements of financial position as at 31 December 2012 of the Group and of the Company, and the statements of comprehensive income, changes in equity and cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 7 to 75. 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 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 judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the 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. 80 Company No. 94528 - T 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 year then ended in accordance with 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) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act. b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. c) Our audit reports of the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act. Other Reporting Responsibilities Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set out in Note 31 on page 76 to the financial statements has been compiled by the Company as required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required by the Financial Reporting Standards in Malaysia. We have extended our audit procedures to report on the process of compilation of such information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad. 81 Company No. 94528 - T Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. KPMG AF 0758 Chartered Accountants Date : 10 April 2013 Penang Ow Peng Li Approval Number: 2999/09/13 (J) Chartered Accountant