Financialstatements2018 PDF
Financialstatements2018 PDF
Financialstatements2018 PDF
Contents Page
Statement by directors 7
Statutory declaration 7
Directors' report
The Directors hereby present their report together with the audited financial statements of the
Group and of the Company for the financial year ended 31 December 2018.
Principal activities
The principal activity of the Company is that of investment holding. The principal activities of the
subsidiaries, associates and joint ventures of the Company and of the Group are described in
Note 78 and Note 79 to the financial statements, respectively.
Results
Group Company
RM’000 RM’000
There were no material transfers to or from reserves or provisions during the financial year, other
than as disclosed in the financial statements.
In the opinion of the Directors, the results of the operations of the Group and of the Company
during the financial year were not substantially affected by any item, transaction or event of a
material and unusual nature, other than as disclosed in the notes to the financial statements.
1
275505-K
Dividends
The amounts of dividends declared or paid by the Company since 31 December 2017 were as
follows:
1,000,000
1,500,000
The Directors do not recommend the payment of any final dividend for the financial year ended
31 December 2018.
2
275505-K
Directors
The names of the Directors of the Company in office since the beginning of the financial year to
the date of this report are:
The names of the directors of the Group's subsidiaries who served on the respective boards of
the subsidiaries since the beginning of the current financial year to the date of this report are
disclosed in Note 80 to the financial statements.
Directors' benefits
Neither at the end of the financial year, nor at any time during the year, did there subsist any
arrangement to which the Company was a party, whereby the Directors might acquire benefits
by means of the acquisition of shares in or debentures of the Company or any other body
corporate.
Since the end of the previous financial year, no Director has received or become entitled to
receive a benefit (other than benefits included in the aggregate amount of emoluments received
or due and receivable by the Directors or the fixed salary of a full time employee of the Company
as shown in Note 9 and Note 39 to the financial statements), by reason of a contract made by
the Company or a related corporation with any Director, or with a firm of which he is a member,
or with a company in which he has a substantial financial interest.
Directors' interests
According to the register of Directors' shareholdings, none of the Directors in office at the end of
the financial year had any interest in shares in the Company or its related corporations during the
financial year.
3
275505-K
During the financial year, the total insurance premium paid for Directors and Officers of the
Group and Company were RM1,209,230 and RM593,610 respectively.
Holding company
The holding and ultimate holding body is the Minister of Finance Incorporated, a body corporate,
incorporated pursuant to the Minister of Finance (Incorporation) Act, 1957 ("MoF Inc.").
(a) Before the statements of comprehensive income and statements of financial position of the
Group and of the Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts
and the making of provision for doubtful debts and satisfied themselves that all known
bad debts had been written off and that adequate provision had been made for doubtful
debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in
the accounting records in the ordinary course of business had been written down to an
amount which they might be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would
render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in
the financial statements of the Group and of the Company inadequate to any
substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and
of the Company misleading.
(c) At the date of this report, the Directors are not aware of any circumstances which have
arisen which would render adherence to the existing method of valuation of assets or
liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise
dealt with in this report or the financial statements of the Group and of the Company which
would render any amount stated in the financial statements misleading.
4
275505-K
(i) any charge on the assets of the Group or of the Company which has arisen since the
end of the financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end
of the financial year.
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the financial year and the date of this report which is likely to affect
substantially the results of the operations of the Group or of the Company for the
financial year in which this report is made.
In addition to the significant events disclosed elsewhere in this report, details of other significant
events during the financial year are described in Note 73 to the financial statements.
Details of significant subsequent events after the reporting date are as disclosed in Note 35 and
Note 74 to the financial statements.
5
275505-K
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Auditors’ remuneration are disclosed in Note 7 and Note 37 to the financial statements.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst &
Young, as part of the terms of its audit engagement against claims by third parties arising from
the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young
during the financial year.
Signed on behalf of the Board in accordance with a resolution of the Directors dated 19 April
2019.
6
275505-K
Statement by directors
Pursuant to Section 251(2) of the Companies Act, 2016
We, Goh Ching Yin and Shahril Ridza bin Ridzuan, being two of the Directors of Khazanah
Nasional Berhad, do hereby state that, in the opinion of the Directors, the accompanying
financial statements set out on pages 12 to 392 are drawn up in accordance with the applicable
Malaysian Financial Reporting Standards and the requirements of the Companies Act, 2016 in
Malaysia and so as to give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2018 and of their financial performance and cash flows for the
year then ended.
Signed on behalf of the Board in accordance with a resolution of the Directors dated 19 April
2019.
Statutory declaration
Pursuant to Section 251(1)(b) of the Companies Act, 2016
I, Faridah Bakar Ali, being the officer primarily responsible for the financial management of
Khazanah Nasional Berhad, do solemnly and sincerely declare that the accompanying financial
statements set out on pages 12 to 392 are in my opinion correct, and I make this solemn
declaration conscientiously believing the same to be true and by virtue of the provisions of the
Statutory Declarations Act, 1960.
7
Ernst & Young AF: 0039 Tel: +603 7495 8000
GST Reg no: 001556430848 Fax: +603 2095 5332 (General line)
Chartered Accountants +603 2095 9076
Level 23A, Menara Milenium +603 2095 9078
Jalan Damanlela, Pusat Bandar Damansara
50490 Kuala Lumpur, Malaysia
275505-K
Opinion
We have audited the financial statements of Khazanah Nasional Berhad, which comprise the
statements of financial position as at 31 December 2018 of the Group and of the Company,
and statements of comprehensive income, statements of changes in equity and statements of
cash flows of the Group and of the Company for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies, as set out on pages 12 to
392.
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of the Group and of the Company as at 31 December 2018, and of their financial
performance and their cash flows for the year then ended in accordance with Malaysian
Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further
described in the Auditors' responsibilities for the audit of the financial statements section of
our report. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on
Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants ("Bylaws")
and the International Ethics Standards Board for Accountants' Code of Ethics for
Professional Accountants ("IESBA Code"), and we have fulfilled our other ethical
responsibilities in accordance with the By-Laws and the IESBA Code.
Information other than the financial statements and auditors' report thereon
The directors of the Company are responsible for the other information. The other information
comprises the Directors' Report, but does not include the financial statements of the Group
and of the Company and our auditors' report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the
other information and we do not express any form of assurance conclusion thereon.
8
A member firm of Ernst & Young Global Limited
275505-K
Information other than the financial statements and auditors' report thereon (cont'd.)
In connection with our audit of the financial statements of the Group and of the Company, our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements of the Group and of the
Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.
The directors of the Company are responsible for the preparation of financial statements of
the Group and of the Company that give a true and fair view in accordance with Financial
Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. The
directors are also responsible for such internal control as the directors determine is necessary
to enable the preparation of financial statements of the Group and of the Company that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are
responsible for assessing the Group's and the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the
Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of
the Group and of the Company as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors' report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with approved standards on auditing in Malaysia and International Standards on
Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
9
A member firm of Ernst & Young Global Limited
275505-K
• Identify and assess the risks of material misstatement of the financial statements of the
Group and of the Company, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit 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 Group's and the Company's internal control.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group's or the Company's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditors' report to the related disclosures in the financial statements of the Group and of the
Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors' report. However, future events or
conditions may cause the Group or the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements of the Group and
of the Company, including the disclosures, and whether the financial statements of the Group and of
the Company represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial
statements of the Group. We are responsible for the direction, supervision and performance
of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
10
A member firm of Ernst & Young Global Limited
275505-K
In accordance with the requirements of the Companies Act, 2016 in Malaysia, we report that
the subsidiaries of which we have not acted as auditors, are disclosed in Note 78 and Note 79
to the financial statements.
Other matters
1. As stated in Notes 2, 31 and 76 to the financial statements, Khazanah Nasional Berhad adopted
Malaysian Financial Reporting Standards and International Financial Reporting Standards on 1
January 2018 with a transition date of 1 January 2017. These standards were applied retrospectively
by directors to the comparative information in these financial statements, including the statements
of financial position of the Group and of the Company as at 31 December 2017 and 1 January 2017,
and the statements of comprehensive income, statements of changes in equity and statements of
cash flows of the Group and of the Company for the year ended 31 December 2017 and related
disclosures. We were not engaged to report on the restated comparative information and it is
unaudited. Our responsibilities as part of our audit of the financial statements of the Group and of
the Company for the year ended 31 December 2018, in these circumstances, included obtaining
sufficient appropriate audit evidence that the opening balances as at 1 January 2018 do not contain
misstatements that materially affect the financial position as at 31 December 2018 and financial
performance and cash f lows for the year then ended.
2. This report is made solely to the members of the Company, as a body, in accordance with Section
266 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assume
responsibility to any other person for the content of this report.
11
A member firm of Ernst & Young Global Limited
275505-K
1. Corporate information
The principal activity of the Company is that of investment holding. The principal activities of
the subsidiaries, associates and joint ventures of the Company and of the Group are
described in Note 78 and Note 79 to the financial statements, respectively.
There have been no significant changes in the nature of the principal activities during the
financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia.
The registered office of the Company is located at Level 33, Tower 2, Petronas Twin Towers,
Kuala Lumpur City Centre, 50088 Kuala Lumpur.
The Company's holding and ultimate holding body is the Minister of Finance Incorporated, a
body corporate, incorporated pursuant to the Minister of Finance (Incorporation) Act, 1957
("MoF Inc.").
The financial statements were authorised for issue by the Board of Directors in accordance
with a resolution of the Directors on 19 April 2019.
The financial statements of the Group and of the Company are prepared in accordance
with the provisions of the Companies Act, 2016 and comply with the Malaysian Financial
Reporting Standards ("MFRS").
The financial statements have been prepared under the historical cost basis unless
otherwise disclosed in the respective significant accounting policies below.
The financial statements are presented in Ringgit Malaysia ("RM") which is also the
Company's functional currency and all values are rounded to the nearest thousand
(RM'000), except when otherwise indicated.
The financial statements of the Group and of the Company for financial year ended 31
December 2018 are the first set of financial statements prepared in accordance with the
MFRS Framework, hence MFRS 1: First-time Adoption of Malaysian Financial Standards
has been applied. The MFRS Framework is effective for the Group from 1 January 2018
and the date of transition to the MFRS Framework for the purpose of preparation of the
MFRS compliant financial report is 1 January 2017.
12
275505-K
The audited financial statements of the Group and of the Company for the previous year
ended 31 December 2017 were prepared in accordance with FRS. Except for certain
differences, the requirements under FRS and MFRS are similar. The significant
accounting policies adopted in preparing these financial statements are consistent with
those of the audited financial statements for the year ended 31 December 2017, except
as discussed below:
13
275505-K
The Group and the Company have applied MFRS 9 retrospectively, with the initial
application date of 1 January 2018 and adjusting the comparative information for
the period beginning 1 January 2017.
The assessment of the Group and the Company's business model was made
as of the date of initial application, 1 January 2018, and then applied
retrospectively to those financial assets that were not derecognised before 1
January 2018. The assessment of whether contractual cash flows are solely
comprised of principal and interest was made based on facts and
circumstances as at the initial recognition of the assets.
14
275505-K
The impact upon adoption of MFRS 9 for the Group and the Company are
dislosed in Note 31 and Note 76 to the financial statements.
15
275505-K
(bb) Impairment
The adoption of MFRS 9 has fundamentally changed the Group and the
Company's accounting for impairment losses for financial assets by replacing
MFRS 139's incurred losses approach with a forward-looking expected credit
loss approach. The ECL approach requires impairment to be recognised on
initial recognition including expected future credit losses whilst the incurred
loss impairment model only requires recognition of credit losses incurred as
at reporting date. This is required for all debt instruments not held at FVTPL
and contract assets.
The impact upon adoption of MFRS 9 for the Group and the Company are
dislosed in Note 31 and Note 76 to the financial statements.
Under MFRS 15, an entity recognises revenue when (or as) a performance
obligation is satisfied, i.e. when “control” of the goods or services underlying the
particular performance obligation is transferred to the customer.
MFRS 15 require entities to exercise judgement, taking into consideration all of the
relevant facts and circumstances when applying each step of the model to
contracts with their customers. The standard also specifies the accounting for the
incremental costs of obtaining a contract and the costs directly related to fulfilling a
contract. In addition, the standard requires extensive disclosures.
The Group and the Company have adopted MFRS 15 using the full retrospective
method. The impact upon adoption of MFRS 15 for the Group and the Company
are dislosed in Note 31 and Note 76 to the financial statements.
16
275505-K
Under FRS, the Group recognised revenue from land sale upon completion of
conditions precedent as stipulated in the sale and purchase agreement with
the customers. Upon adoption of MFRS 15, revenue is recognised when
control is substantially transferred.
Under FRS, sales commissions and free legal fees for property development
were expensed off. Upon adoption of MFRS 15, free legal fees represents
consideration payable to the customers and is accounted for as a reduction of
the transaction price. Sales commissions relate directly to contracts are the
incremental costs of obtaining a contract and are expected to be recovered in
future. These costs are capitalised and subsequently recognised in profit or
loss when the performance obligation is satisfied.
17
275505-K
(ee) LAD
Under FRS, the Group recognised provision for LAD arising from the late
delivery of construction and development projects as cost of sales in the profit
or loss.
Upon adoption of MFRS 15, LAD which represents penalties to the property
developers or the contractors, is reflected as a reduction in transaction price
rather than as a separate cost in the profit or loss. Accordingly, LAD is
accounted for in deriving the carrying amount of contract asset or contract
liability.
(ff) Recognition of provision for foreseeable losses for affordable housing and
public infrastructure
Under FRS, the Group recognised upfront and capitalised as part of property
development costs, the provision for foreseeable losses for anticipated losses
to be incurred on the development of involuntary low cost housing as required
by approving authorities. The application of the above was in accordance to
FRSIC Consensus 17: Development of Affordable Housing ("FRSIC 17")
issued by Malaysian Institute of Accountants ("MIA"). The Group recognised
the costs for public infrastructure as and when it is incurred.
Accordingly, the initial full provision for foreseeable losses recognised based
on the previous FRS is no longer applicable.
18
275505-K
Under FRS, the Group and the Company recognised trade receivables, even
if the receipt of the total consideration was conditional on succesful delivery of
goods or services. The excess of revenue over billings to purchasers was
classified as accrued billing within trade receivables and the excess of billings
to purchasers over revenue was classified as advance billing within trade
payables.
19
275505-K
A subsidiary is an entity over which the Group has all the following:
(i) Power over the investee (i.e existing rights that give it the current ability to direct
the relevant activities of the investee);
(ii) Exposure, or rights, to variable returns from its involvement with the investee;
and
(iii) The ability to use its power over the investee to affect its returns.
(i) The contractual arrangement(s) with the other vote holders of the investee;
Profit or loss and each component of other comprehensive income ("OCI") are
attributed to the equity holders of parent of the Group and to the non-controlling
interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies in line with the Group's accounting policies. All intra-
group assets, liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
20
275505-K
If the Group losses control over a subsidiary, it derecognises the related assets
(including goodwill), liabilities, non-controlling interests and other components of equity,
while any resultant gain or loss is recognised in profit or loss. Any investment retained
is recognised at fair value.
Business combinations are accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration transferred, which is
measured at acquisition date fair value, and the amount of any non-controlling interests
in the acquiree. For each business combination, the Group elects whether to measure
the non-controlling interests in the acquiree at fair value or at the proportionate share
of the acquiree’s identifiable net assets. Acquisition related costs are expensed as
incurred and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities
assumed for appropriate classification and designation in accordance with the
contractual terms, economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded derivatives in host
contracts by the acquiree.
If the business combination is achieved in stages, the acquirer’s previously held equity
interest in the acquiree is remeasured at fair value at the acquisition date through profit
or loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the
consideration transferred and the amount recognised for non-controlling interests over
the net identifiable assets acquired and liabilities assumed. If the fair value of the net
assets acquired is in excess of the aggregate consideration transferred, the Group re-
assesses whether it has correctly identified all of the assets acquired and all of the
liabilities assumed and reviews the procedures used to measure the amounts to be
recognised at the acquisition date. If the reassessment still results in an excess of the
fair value of net assets acquired over the aggregate consideration transferred, then the
gain is recognised in profit or loss.
21
275505-K
After the initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of impairment testing, goodwill acquired in a
business combination is, from the acquisition date, allocated to each of the Group's
cash-generating units that are expected to benefit from the combination, irrespective of
whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit ("CGU") and part of the
operation within that unit is disposed of, the goodwill associated with the disposed
operation is included in the carrying amount of the operation when determining the gain
or loss on disposal. Goodwill disposed in these circumstances is measured based on
the relative values of the disposed operation and the portion of the CGU retained.
An associate is an entity over which the Group has significant influence. Significant
influence is the power to participate in the financial and operating policy decisions of
the investee but is not control or joint control over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control
of the arrangement have rights to the net assets of the joint arrangement. Joint control
is the contractually agreed sharing of control of an arrangement, which exists only
when decisions about the relevant activities require the unanimous consent of the
parties sharing control.
The Group as a joint operator recognises in relation to its interest in a joint operation:
(i) its assets, including its share of any assets held jointly;
(ii) its liabilities, including its share of any liabilities incurred jointly;
(iii) its revenue from the sale of its share of the output arising from the joint
operation;
(iv) its share of the revenue from the sale of the output by the joint operation; and
(v) its expenses, including its share of any expenses incurred jointly.
The consideration made in determining significant influence or joint control are similar
to those necessary to determine control over subsidiaries.
The Group's investments in its associate and joint venture are accounted for using the
equity method.
22
275505-K
Under the equity method, on initial recognition the investment in an associate or a joint
venture is recognised at cost. The carrying amount is adjusted to recognise the
Group's share of net assets of the associate or joint venture since the acquisition date.
Goodwill relating to the associate or joint venture is included in the carrying amount of
the investment and is not tested for impairment separately.
The statements of profit or loss reflects the Group's share of the results of operations
of the associate or joint venture. Any change in other comprehensive income ("OCI") of
those investees is presented as part of the Group's OCI. In addition, when there has
been a change recognised directly in the equity of the associate or joint venture, the
Group recognises its share of any changes, when applicable, in the statement of
changes in equity. Unrealised gains and losses resulting from transactions between the
Group and the associate or joint venture are eliminated to the extent of the interest in
the associate or joint venture.
The aggregate of the Group’s share of profit or loss of an associate and a joint venture
is shown on the face of the statements of profit or loss outside operating profit and
represents profit or loss after tax and non-controlling interests in the subsidiaries of the
associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same
reporting period as the Group. When necessary, adjustments are made to bring the
accounting policies in line with those of the Group.
After application of the equity method, the Group applies MFRS 136 Impairment of
Assets ("MFRS 136") to determine whether it is necessary to recognise any additional
impairment loss with respect to its net investment in the associate or joint venture.
When necessary, the entire carrying amount of the investment is tested for impairment
in accordance with MFRS 136 as a single asset, by comparing its recoverable amount
(higher of value in use and fair value less costs to sell) with its carrying amount. Any
impairment loss is recognised in profit or loss. Reversal of an impairment loss is
recognised to the extent that the recoverable amount of the investment subsequently
increases.
Upon loss of significant influence over the associate or joint control over the joint
venture, the Group measures and recognises any retained investment at its fair value.
Any difference between the carrying amount of the associate or joint venture upon loss
of significant influence or joint control and the fair value of the retained investment and
proceeds from disposal is recognised in profit or loss.
23
275505-K
Development costs that have been capitalised are amortised over the period of
expected future sales from the related project.
Intangible assets acquired separately are measured initially at cost. The cost of
intangible assets acquired in a business combination is their fair values as at the
date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortisation and any accumulated impairment
losses. The useful lives of intangible assets are assessed to be either finite or
indefinite. Intangible assets with finite lives are amortised on a straight-line basis
over the estimated economic useful lives and assessed for impairment
whenever there is an indication that the intangible assets may be impaired. The
amortisation period and the amortisation method for an intangible asset with a
finite useful life are reviewed at least at each reporting date.
24
275505-K
Intangible assets with indefinite useful lives or not yet available for use are
tested for impairment annually, or more frequently if the events and
circumstances indicate that the carrying value may be impaired either
individually or at the CGU level. Such intangible assets are not amortised. The
useful life of an intangible asset with an indefinite life is reviewed annually to
determine whether the useful life assessment continues to be supportable. If
not, the change in useful life from indefinite to finite is made on a prospective
basis.
Other intangible assets comprise the following, and are amortised over the
following useful lives:
25
275505-K
All items of aircraft, property, plant and equipment are initially recorded at cost. The
cost of an item of aircraft, property, plant and equipment is recognised as an asset if,
and only if, it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
Subsequent to recognition, aircraft, property, plant and equipment are stated at cost
less accumulated depreciation and any accumulated impairment losses.
When significant parts of aircraft, property, plant and equipment are required to be
replaced in intervals, the Group recognises such parts as individual assets with specific
useful lives and depreciation, respectively. Likewise, when a major inspection is
performed, its cost is recognised in the carrying amount of the plant and equipment as
a replacement if the recognition criteria are satisfied. All other repair and maintenance
costs are recognised in profit or loss as incurred.
Freehold land, which is stated at cost less impairment loss, has an unlimited useful life
and therefore is not depreciated except for land held for scheduled waste treatment
plant and disposal site in Port Dickson, Negeri Sembilan by a subsidiary of the Group,
Kualiti Alam Sdn. Bhd. ("KASB").
26
275505-K
The carrying values of aircraft, property, plant and equipment are reviewed for
impairment when events or changes in circumstances indicate that the carrying value
may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial
year-end, and adjusted prospectively, if appropriate.
A financial instrument is any contract that gives rise to a financial asset of one entity
and a financial liability or equity instrument of another entity.
i) Financial assets
27
275505-K
The Company and Group’s business model for managing financial assets refers
to how it manages its financial assets in order to generate cash flows. The
business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
Subsequent measurement
The Company and Group measure financial assets at amortised cost if both of
the following conditions are met:
• The financial assets is held within a business model with the objective to
hold financial assets in order to collect contractual cash flows; and
• The contractual terms of the financial assets give rise on specified dates to
cash flows that are solely payments of principal and interest on the
principal amount outstanding.
28
275505-K
The Company and Group measure debt instruments at fair value through OCI if
both of the following conditions are met:
• The financial asset is held within a business model with the objective of
both holding to collect contractual cash flows and selling; and
• The contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the
principal amount outstanding.
For debt instruments at fair value through OCI, interest income, foreign
exchange revaluation and impairment losses or reversals are recognised in the
statement of profit or loss and computed in the same manner as for financial
assets measured at amortised cost. The remaining fair value changes are
recognised in OCI. Upon derecognition, the cumulative fair value change
recognised in OCI is recycled to profit or loss.
The Company and Group’s debt instruments at fair value through OCI include
investments in quoted debt instruments included under other non-current
financial assets.
29
275505-K
Upon initial recognition, the Company and Group can elect to classify
irrevocably its equity investments as equity instruments designated at fair value
through OCI when they meet the definition of equity under MFRS 132: Financial
Instruments: Presentation and are not held for trading. The classification is
determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss.
Dividends are recognised as other income in the statement of profit or loss
when the right of payment has been established, except when the Company and
Group benefit from such proceeds as a recovery of part of the cost of the
financial asset, in which case, such gains are recorded in OCI. Equity
instruments designated at fair value through OCI are not subject to impairment
assessment.
The Company and Group elected to classify irrevocably its not held for trading
instruments under this category.
Financial assets at fair value through profit or loss include financial assets held
for trading, financial assets designated upon initial recognition at fair value
through profit or loss, or financial assets mandatorily required to be measured at
fair value. Financial assets are classified as held for trading if they are acquired
for the purpose of selling or repurchasing in the near term. Derivatives, including
separated embedded derivatives, are also classified as held for trading unless
they are designated as effective hedging instruments. Financial assets with
cash flows that are not solely payments of principal and interest are classified
and measured at fair value through profit or loss, irrespective of the business
model. Notwithstanding the criteria for debt instruments to be classified at
amortised cost or at fair value through OCI, as described above, debt
instruments may be designated at fair value through profit or loss on initial
recognition if doing so eliminates, or significantly reduces, an accounting
mismatch.
30
275505-K
Financial assets at fair value through profit or loss are carried in the statements
of financial position at fair value with net changes in fair value recognised in the
statement of profit or loss.
31
275505-K
Derecognition
• The rights to receive cash flows from the asset have expired; or
• The Company and Group have transferred its rights to receive cash flows
from the asset or have assumed an obligation to pay the received cash
flows in full to a third party under a ‘pass-through’ arrangement; and either
(a) the Company and Group have transferred substantially all the risks and
rewards of the asset, or (b) the Company and Group have neither
transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Company and Group have transferred its rights to receive cash
flows from an asset or has entered into a pass-through arrangement, it
evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of
the risks and rewards of the asset, nor transferred control of the asset, the
Company and Group continue to recognise the transferred asset to the
extent of its continuing involvement. In that case, the Company and Group
also recognise an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and
obligations that the Company and Group have retained.
32
275505-K
The Group recognises an allowance for expected credit losses ("ECLs") for all
debt instruments not held at fair value through profit or loss. ECLs are based on
the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive, discounted at
an approximation of the original effective interest rate. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not
been a significant increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the
exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Company and Group apply a
simplified approach in calculating ECLs. Therefore, the Company and Group do
not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each reporting date. The Company and Group have
established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the
economic environment.
33
275505-K
For debt instruments at fair value through OCI, the Company and Group apply
the low credit risk simplification. At every reporting date, the Company and
Group evaluate whether the debt instrument is considered to have low credit risk
using all reasonable and supportable information that is available without undue
cost or effort. In making that evaluation, the Company and Group reassess the
internal credit rating of the debt instrument. In addition, the Company and Group
consider that there has been a significant increase in credit risk when
contractual payments are more than 30 days past due.
The Company and Group consider a financial asset in default when contractual
payments are 90 days past due. However, in certain cases, the Company and
Group may also consider a financial asset to be in default when internal or
external information indicates that the Company and Group is unlikely to receive
the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial asset is written off when there is
no reasonable expectation of recovering the contractual cash flows.
All financial liabilities are recognised initially at fair value and, in the case of
loans and borrowings and payables, net of directly attributable transaction costs.
The Company and Group’s financial liabilities include trade and other payables,
loans and borrowings including bank overdrafts, and derivative financial
instruments.
34
275505-K
Subsequent measurement
Financial liabilities at fair value through profit or loss include financial liabilities
held for trading and financial liabilities designated upon initial recognition as at
fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the
purpose of repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Company and Group that are not
designated as hedging instruments in hedge relationships as defined by MFRS
9. Separated embedded derivatives are also classified as held for trading unless
they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of
profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit
or loss are designated at the initial date of recognition, and only if the criteria in
MFRS 9 are satisfied. The Company and Group have not designated any
financial liability as at fair value through profit or loss.
35
275505-K
Derecognition
Financial assets and financial liabilities are offset and the net amount is reported
in the consolidated statement of financial position if there is a currently
enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.
The Group uses derivatives to manage its exposure to foreign currency risk, interest
rate risk, liquidity risk and fuel hedging contracts. The Group apply hedge accounting
for certain hedging relationships which qualify for hedge accounting.
For the purpose of hedge accounting, hedging relationship are classified as:
- Fair value hedges, when hedging the exposure to changes in the fair value of a
recognised asset or liability or an unrecognised firm commitment (except for
foreign currency risk); or
- Cash flow hedges, when hedging the exposure to variability in cash flows that is
either attributable to a particular risk associated with a recognised asset or
liability or a highly probably forecast transaction or the foreign currency risk in
an unrecognised firm commitment; or
36
275505-K
At the inception of a hedge relationship, the Group formally designates and documents
the hedge relationship and the risk management objective and strategy for undertaking
the hedge. The documentation includes identification of the hedging instrument, the
hedged item or transaction, the nature of the risk being hedged and how the entity will
assess the hedging instrument’s effectiveness in offsetting the exposure to changes in
the hedged item’s fair value or cash flows attributable to the hedged risk. Hedges are
expected to be highly effective and are assessed on an ongoing basis to determine
that they actually have been highly effective throughout the financial reporting periods
for which they were designated.
Hedges which meet the strict criteria for hedge accounting are accounted for as
follows:
For fair value hedges relating to items carried at amortised cost, the adjustment
to carrying value is amortised through profit or loss over the remaining term to
maturity. Effective interest rate amortisation may begin as soon as an
adjustment exists and shall begin no later than when the hedged item ceases to
be adjusted for changes in its fair value attributable to the risk being hedged.
The Group discontinues fair value hedge accounting if the hedging instrument
expires or is sold, terminated or exercised, the hedge no longer meets the
criteria for hedge accounting or the Group revokes the designation.
37
275505-K
The effective portion of the gain or loss on the hedging instrument is recognised
directly in other comprehensive income, while any ineffective portion is
recognised in profit or loss.
If the Group revokes the designation for a hedge of a forecast transaction, the
cumulative gain or loss recognised in equity remains separately recognised in
equity until the forecast transaction occurs or is no longer expected to occur. If
the transaction occurs, the cumulative gain is accounted for in accordance with
the guidance given above depending on whether or not the forecast transaction
results in the recognition of a financial or non-financial asset or liability. If the
forecast transaction is no longer expected to occur, any related cumulative gain
or loss on the hedging instrument that remains in equity is recognised
immediately in profit or loss.
38
275505-K
On disposal of the foreign operation, the cumulative gain or loss on the hedging
instrument relating to the effective portion of the hedge which was recognised in
other comprehensive income is reclassified from equity to profit or loss.
Cash and cash equivalents comprise cash on hand, cash at bank and deposits with
financial institutions that are readily convertible to known amount of cash and which are
subject to an insignificant risk of changes in value, net of bank overdrafts.
2.11 Leases
(a) As lessee
Finance leases, which transfer to the Group substantially all the risks and
rewards incidental to ownership of the leased item, are capitalised at the
inception of the lease at the fair value of the leased asset or, if lower, at the
present value of the minimum lease payments. Any initial direct costs are also
added to the amount capitalised. Lease payments are apportioned between
finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are
charged to profit or loss. Contingent rents, if any, are charged as expenses in
the periods in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset.
However, if there is no reasonable certainty that the Group will obtain ownership
by the end of the lease term, the asset is depreciated over the shorter of the
estimated useful life and the lease term.
39
275505-K
(b) As lessor
Leases where the Group retains substantially all the risks and rewards of
ownership of the asset are classified as operating leases. Initial direct costs
incurred in negotiating an operating lease are added to the carrying amount of
the leased asset and recognised over the lease term on the same basis as
rental income.
In order to fall within the scope of concession contract, a contract must satisfy
the following two criterias:
- the grantor controls or regulates what services the operator must provide
with the insfrastructure/assets, to whom it must provide them, and at what
price; and
Such assets are not recognised by the Group as property, plant and equipment
but as concession intangible assets. The intangible asset model applies where
the operator is paid by the users or where the concession grantor has not
provided a contractual guarantee in respect of the amount recoverable. The
intangible asset corresponds to the right granted by the concession grantor to
the operator to charge users of the public service. Under the intangible asset
model, revenue includes revenue from the construction of the
infrastructure/assets and operating revenue of the infrastructure.
40
275505-K
The projected total traffic volume is based on the latest available traffic
volume projections prepared by independent traffic consultants. The traffic
volume projections are independently reviewed on a periodic basis.
Concession rights relate to the rights to build, own and operate the asset
for solar panel and biogas activities in accordance with the Renewable
Energy Power Purchase Agreements ("REPPA") entered with Tenaga
Nasional Berhad ("TNB").
These concession rights, with finite useful lives, are amortised on a straight
line basis over the estimated economic useful lives and assessed for
impairment whenever there are indications that the concession rights may
be impaired.
41
275505-K
Following initial recognition, investment properties are carried at cost less any
accumulated depreciation and accumulated impairment losses, except for freehold
land which has an unlimited useful life and therefore is not depreciated. Other
investment properties are depreciated over the estimated economic useful lives of 5 -
80 years. IPUC are not depreciated as they are not ready for their intended use. The
policy for the recognition and measurement of impairment losses is in accordance with
Note 2.28.
The residual value, useful life and depreciation method are reviewed at each financial
year-end, and adjusted prospectively, if appropriate.
Investment properties are derecognised when either they have been disposed of or
when they are permanently withdrawn from use and no future economic benefit is
expected from their disposal. Any gain or loss on the retirement or disposal of an
investment property is recognised in profit or loss in the year of retirement or disposal.
Transfers are made to or from investment property only when there is a change in use.
For a transfer from investment property to owner-occupied property, the deemed cost
for subsequent accounting is the fair value at the date of change in use. For a transfer
from owner-occupied property to investment property, the property is accounted for in
accordance with the accounting policy for property, plant and equipment set out in Note
2.7 up to the date of change in use.
42
275505-K
2.14 Land held for property development and property development costs
Profit on sale of land held for property development, including any infrastructure
development, is recognised only when it is probable that the economic benefits
associated with the transaction will flow to the Group.
Property development costs are those assets on which significant works have
been undertaken and are expected to be completed within the normal operating
cycle.
43
275505-K
2.14 Land held for property development and property development costs (cont'd.)
2.15 Inventories
(a) Inventories
Inventories are stated at lower of cost and net realisable value. Cost of
inventories are assigned on a weighted average cost basis, except for trading
inventories which are determined on a First-In-First-Out ("FIFO") basis and are
valued on the basis of lower of cost and net realisable value after making
allowance for obsolete and slow-moving inventories.
The cost of raw materials comprise costs of purchase. The cost of finished
goods comprise costs of direct materials, direct labour, a proportion of overhead
expenses and all incidental costs incurred in bringing the inventories into store.
Net realisable value is the estimated selling price in the ordinary course of
business less all estimated costs of completion and the estimated costs to make
the sale.
The amount of any write down of inventories to net realisable value and
subsequent reversals of any write down, if any, is recognised in profit or loss.
Developed properties held for sale are stated at the lower of cost and net
realisable value. Cost is determined on the specific identification basis and
includes cost of land, construction and appropriate development overheads.
(b) Work-in-progress
44
275505-K
Contract assets are subject to impairment assessment based on ECL model. The
amount of impairment losses is determined by comparing the contract asset's carrying
amount and the present value of estimated future cash flows to be generated by the
contract asset.
A contract asset becomes a receivable when the Group and the Company's right to
consideration is unconditional.
A contract liability is the obligation to transfer goods or services to a customer for which
the Group has received consideration (or an amount of consideration is due) from the
customer. If a customer pays consideration before the Group transfers goods or
services to the customer, a contract liability is recognised when the payment is made or
the payment is due (whichever is earlier). Contract liabilities are recognised as revenue
when the Group performs under the contract.
Contract liability is recognised as revenue when the Group and the Company perform
the obligations under the contract.
Government grants are recognised at their fair value where there is reasonable
assurance that the grant will be received and all conditions attached will be met.
Government grants relating to income shall be recognised in profit or loss on a
systematic basis over the periods in which the entity recognises as expenses the
related costs for which the grants are intended to compensate. Government grants
relating to an asset are amortised to profit or loss over the expected useful life of the
relevant asset by equal annual instalments or presented in the statements of financial
position by deducting the grants in arriving at the carrying amount of the asset.
45
275505-K
2.19 Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of economic
resources will be required to settle the obligation and the amount of the obligation can
be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of economic resources will be
required to settle the obligation, the provision is reversed. If the effect of the time value
of money is material, provisions are discounted using a current pre tax rate that
reflects, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance
cost.
A financial guarantee contract is a contract that requires the issuer to make specified
payments to reimburse the holder for a loss it incurs because a specified debtor fails to
make payment when due. Financial guarantee contracts are recognised initially as a
liability at fair value, net of transaction costs. Subsequent to initial recognition, financial
guarantee contracts are recognised as income in profit or loss over the period of the
guarantee.
If the debtor fails to make payment relating to financial guarantee contract when it is
due and the Group, as the issuer, is required to reimburse the holder for the associated
loss, the liability is measured at the higher of the best estimate of the expenditure
required to settle the present obligation at the reporting date and the amount initially
recognised less cumulative amortisation.
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are
directly attributable to the acquisition, construction or production of that asset.
Capitalisation of borrowing costs commences when the activities to prepare the asset
for its intended use or sale are in progress and the expenditures and borrowing costs
are incurred. Borrowing costs are capitalised until the assets are substantially
completed for their intended use or sale.
When the carrying amount of an asset inclusive of capitalised borrowing costs exceeds
its recoverable amount, capitalisation is discontinued and such excess is written down
or adjusted for an allowance for impairment, through an appropriate charge to profit or
loss.
46
275505-K
All other borrowing costs are recognised in profit or loss in the period they are incurred.
Borrowing costs consist of interest and other costs that the Group and the Company
incurred in connection with the borrowing of funds.
Defined contribution plans are post-employment benefit plans under which the
Group pays fixed contributions into separate entities or funds and will have no
legal or constructive obligation to pay further contributions if any of the funds do
not hold sufficient assets to pay all employee benefits relating to employee
services in the current and preceding financial years. Such contributions are
recognised as an expense in the profit or loss as incurred. As required by law,
companies in Malaysia make contributions to the state pension scheme, the
Employees Provident Fund ("EPF"). Some of the Group’s foreign subsidiaries
also make contributions to their respective countries’ statutory pension
schemes.
48
275505-K
(a) Equity-settled
No expense is recognised for options that do not ultimately vest, except for
options where vesting is conditional upon a market or non-vesting
condition, which are treated as vested irrespective of whether or not the
market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied. The employee share
option reserve is transferred to retained earnings upon expiry of the share
options. When the options are exercised, the employee share option
reserve is transferred to share capital if new shares are issued or to
treasury shares if the options are satisfied by the reinsurance of treasury
shares.
49
275505-K
No expense is recognised for RSUs that do not ultimately vest, except for
RSUs where vesting is conditions upon a market or non-vesting condition,
which are treated as vested irrespective of whether or not the market or
non-vesting condition is satisfied, provided that all other performance
and/or service condition is satisfied. The LTIP reserve is transferred to
retained earnings upon expiry of the LTIP. When the RSUs are exercised,
the LTIP reserve is transferred to share capital if new shares are issued.
The Company grants a Shadow Share Option Scheme, a Long Term Incentive
Plan ("LTIP"), to the employees of the Company, as part of the remuneration
package, whereby the employees will be entitled to future cash payments based
on the increase in the Company's investment portfolio.
The cost of services rendered under the scheme is measured at the fair value of
the liability. Over the vesting period, the fair value of the Shadow Share Option
Scheme is recognised in profit or loss as staff costs.
Until the liability is settled, at each reporting date the liability is remeasured with
changes in fair value recognised in profit or loss.
The total fair value of the outstanding exercisable shadow share options granted
to the employees, is recognised as staff costs with a corresponding increase in
the liability, over the vesting period.
The fair value is computed based on the volume weighted average price
("VWAP") of the Company's investment portfolio, and taking into account the
probability that the options will vest and be exercised.
Following the Board of Directors’ meeting on 6 September 2018, the Board has
exercised its right to terminate the LTIP Scheme and cancel all existing options.
50
275505-K
Liability arising from long term incentives is measured and reviewed at each
reporting date, based on the management’s estimates on the achievement of
the predetermined targets, and is recognised as an expense over the
performance period.
Upon classification as held for sale, non-current assets and disposal groups are not
depreciated and are measured at the lower of carrying amount and fair value less costs
to sell. Any differences are recognised in profit or loss.
Revenue and income are recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue and income can be reliably measured.
Revenue and income are measured at the fair value of consideration received or
receivable.
Revenue from the sale of goods is recognised at the point in time when control
of the goods is transferred to the customers.
Revenue from sale of services is recognised at the point in time or over time
as the services are provided.
52
275505-K
If control of the asset transfers over time, revenue is recognised over the
period of the contract by reference to the progress towards complete
satisfaction of that performance obligation. Otherwise, revenue is
recognised at a point in time when the customer in substance obtains
control of the asset.
The Group recognise revenue over time using the input method, which is
based on the level of completion in proportion of cost incurred to date
against the expected total construction costs. Revenue from sale of
development properties is recognised net of incremental costs of
obtaining a contract and variable considerations.
53
275505-K
Toll collection revenue is recognised based on the net collection from tolls
designated under the Concession and Novation Agreement between the
expressway companies and the Government.
Passenger ticket and cargo space sales or airway bill sales (belly and feighter)
including the related administration fees and various surcharges are
recognised as revenue, net of discount, in profit or loss when the
transportation services are rendered. The value of unutilised tickets is included
in current liabilities as sales in advance of carriage.
Tickets, other service fees and surcharges that remain unutilised after 12
months subsequent to their respective date of issue are recognised in profit or
loss as unavailed credits on sales in advance of carriage.
54
275505-K
The Group operates a frequent flyer programme where points are purchased
by partners or awarded to programme members based on accumulated miles
travelled.
Revenue from hotel, themed parks and golf operations are recognised in profit
or loss when services are rendered.
55
275505-K
Current tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively
enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax
relates to items recognised outside profit or loss, either in other comprehensive
income or directly in equity.
56
275505-K
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of
goodwill or of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
Deferred tax assets are recognised for all deductible temporary differences,
carry forward of unused tax credits and unused tax losses, to the extent that it
is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused
tax losses can be utilised except:
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and
are recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax assets to be utilised.
57
275505-K
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally
enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.
The individual financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity
operates ("the functional currency"). The consolidated financial statements are
presented in Ringgit Malaysia ("RM"), which is also the Company’s functional
currency.
58
275505-K
The assets and liabilities of foreign operations are translated into RM at the
rate of exchange ruling at the reporting date and income and expenses are
translated at exchange rates at the dates of the transactions. The exchange
differences arising on the translation are taken directly to other comprehensive
income. On disposal of a foreign operation, the cumulative amount recognised
in other comprehensive income and accumulated in equity under foreign
currency translation reserve relating to that particular foreign operation is
recognised in profit or loss.
The Group assesses at each reporting date whether there is an indication that an
asset may be impaired. If any such indication exists, or when an annual impairment
assessment for an asset is required, the Group makes an estimate of the asset’s
recoverable amount.
59
275505-K
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell
and its value in use. For the purpose of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash flows (cash-
generating units (“CGU”)).
In assessing value in use, the estimated future cash flows expected to be generated
by the asset are discounted to their present value using a pretax discount rate that
reflects current market assessments of the time value of money and the risks specific
to the asset. Where the carrying amount of an asset exceeds its recoverable amount,
the asset is written down to its recoverable amount. Impairment losses recognised in
respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount
of any goodwill allocated to those units or groups of units and then, to reduce the
carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
An equity instrument is any contract that evidences a residual interest in the assets of
the Group and the Company after deducting all of its liabilities.
60
275505-K
(c) Dividends
The insurance and takaful subsidiaries of the Group issue contracts that
contain insurance/takaful risk or both insurance/takaful underwriting risk and
financial risk.
61
275505-K
A takaful contract is a contract under which the takaful operator (the provider)
has agreed to administer takaful risk faced by participants by agreeing to
compensate the participants from the Tabarru' Fund if a specified uncertain
future event (the insured event) adversely affects the participants. As a general
guideline, the Group's takaful subsidiary defines significant takaful risk to be
the possibility of having to pay benefits on the occurrence of a takaful event
that are at least 5% more than the benefits payable if the takaful event did not
occur.
62
275505-K
Surpluses in the non-DPF fund arising during the year are recognised in the
statement of comprehensive income and the unallocated surplus where the
amount of surplus allocation to shareholders has yet to be determined by the
end of the financial period is held in equity.
For financial options and guarantees which are not closely related to the host
insurance/takaful contract, bifurcation is required to measure these embedded
derivatives separately at fair value through profit or loss. However, bifurcation
is not required if the embedded derivative is itself an insurance/takaful
contract, or if the host insurance/takaful contract is measured at fair value
through profit or loss.
63
275505-K
If any such evidence exists, the amount of the impairment loss is measured as
the difference between the asset's carrying amount and the present value of
estimated future cash flows discounted at the financial asset's original effective
interest rate. The impairment loss is recognised in profit or loss.
64
275505-K
If there is objective evidence that the insurance and takaful receivables are
impaired, the Group reduces the carrying amount as described in Note 2.30(b).
65
275505-K
(2) UPR/UCR
Unearned Premium Reserves ("UPR")/Unearned Contribution
Reserves ("UCR")
66
275505-K
(3) URR
Unexpired Risk Reserves ("URR")
The life insurance contract liabilities of the Group comprise actuarial liabilities,
unallocated surplus and net asset value attributable to unit holders.
Actuarial liabilities are recognised when contracts are entered into and
premiums are charged.
The liability is based on best estimate assumptions and with due regard
to significant recent experience. An appropriate allowance for provision of
risk margin for adverse deviation from expected experience is made in
the valuation of non-participating life policies, the guaranteed benefits
liabilities of participating life policies, and the non-unit liabilities of
investment-linked policies. The valuation basis, including the
determination of the appropriate risk discount rate, is in accordance with
Part D of the Risk-Based Capital Framework ("RBC Framework") and
Appendix VII: Valuation Basis for Life Insurance Liabilities of the RBC
Framework, and any related Circulars issued by BNM relevant to the
guidelines.
67
275505-K
In the case of a life policy where a part of, or the whole of the premiums
are accumulated in a fund, the accumulated amount, as declared to the
policy owners, are set as the liabilities if the accumulated amount is
higher than the figure as calculated using the prospective actuarial
valuation method.
68
275505-K
Surpluses in the non-DPF fund arising during the year are recognised in
the statement of comprehensive income and the unallocated surplus
where the amount of surplus allocation to shareholders has yet to be
determined by the end of the financial year is held in equity.
For financial options and guarantees which are not closely related to the
host insurance contract and/or investment contract with DPF, bifurcation
is required to measure these embedded derivatives separately at fair
value through profit or loss. However, bifurcation is not required if the
embedded derivative is itself an insurance contract and/or investment
contract with DPF, or if the host insurance contract and/or investment
contract itself is measured at fair value through profit or loss.
69
275505-K
The unit liability of investment-linked policy is equal to the net asset value
of the Investment-linked funds, which represents net premium received
and investment returns credited to the policy less deduction for mortality,
morbidity costs and expense charges.
Actuarial liabilities are recognised when contracts are entered into and
contributions are charged as determined by the annual actuarial valuation
are based on the Islamic Financial Services Act, 2013 as well as the
relevant statutory requirements stated in the Guidelines on Valuation
Basis for Liabilities of Family Takaful Business. The actuarial liabilities are
derecognised when the takaful contract expires, is discharged or is
cancelled. The liabilities are based on best estimate assumptions and
with due regard to significant recent experience. An appropriate
allowance for provision of risk margin for adverse deviation from expected
experience is made in the valuation of these liabilities.
70
275505-K
At each financial year end, the insurance and takaful subsidiaries of the Group
reviews the expense liabilities of the Shareholders' fund to ensure that the
carrying amount is sufficient or adequate to cover the obligations of the
shareholder's fund for all managed takaful certificates. In performing this
review, the insurance and takaful subsidiaries of the Group considers all
contractual cash flows and compares this against the carrying value of
expense liabilities. Any deficiency is recognised in profit or loss.
In the event where the assets of the takaful funds are insufficient to meet the
liabilities, the shareholder is required to rectify the deficit of the takaful funds
via a Qard, which is a profit free loan. The Qard shall be repaid from future
surpluses of the affected takaful funds. In the Shareholders' fund, the Qard is
stated at cost less impairment losses, if any, whereas in the takaful funds, the
Qard is stated at cost.
At each reporting date, the Qard position and the ability of the affected fund to
generate sufficient surplus to repay the shareholder is monitored and
measured. The likehood that the Qard will be repaid and the duration of time
that will be required to repay the Qard is determined and ascertained via
projected cash flows which take into account past experience of the affected
fund. The projected cash flows are then discounted to determine the
recoverable value of the Qard.
If the Qard is impaired, an amount comprising the difference between its cost
and its recoverable amount, less any impairment loss previously recognised is
recognised in profit or loss. Impairment losses are subsequently reversed in
the income statement if objective evidence exists that the Qard is no longer
impaired.
71
275505-K
The Group classifies these assets backing liabilities as financial assets and
since the Group is obliged to pay all eligible surplus obtained from these
assets to the policyholders, the Group recognises 90% - 95% (5% - 10% is
decreased as policy administration fees) of eligible surplus as investment
contract liabilities. In relation to the unrealised gains and losses arising from
the assets backing these contracts, the Group establishes a liability equal to
90% - 95% of these net gains, whereas the shareholder's and non-controlling
interest's portions are recognised in equity.
72
275505-K
At the end of the financial year, all due premiums are accounted for to the
extent that they can be reliably measured and it is still within the grace
period allowed for payment or covered by the cash surrender value of the
policies.
73
275505-K
Benefits and claims that are incurred during the financial year are
recognised when a claimable event occurs and/or the insurer/takaful
operator is notified.
Benefits and claims including settlement costs, are accounted for using
the case-by-case method and for this purpose, the amounts payable
under a life insurance policy/family takaful certificates are recognised as
follows:
- death, surrender and other benefits without due dates are treated as
claims payable on the date of receipt of intimation of death of the
assured or occurrence of contingency covered;
74
275505-K
The Group measures financial instruments, such as, derivatives, and financial
investments, at fair value at each reporting date. Fair values of financial instruments
measured at amortised cost are disclosed in Note 29 and Note 68 to the financial
statements.
Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
(b) In the absence of a principal market, in the most advantageous market for the
asset or liability
75
275505-K
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value, maximising the use of
relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the fair value measurement as a
whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets
or liabilities
Level 2: Valuation techniques for which the lowest level input that is significant to
the fair value measurement is directly or indirectly observable
Level 3: Valuation techniques for which the lowest level input that is significant to
the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring
basis, the Group determines whether transfers have occurred between Levels in the
hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting
date.
2.33 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past
events and whose existence will be confirmed only by the occurrence or non
occurrence of uncertain future events not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of financial
position.
76
275505-K
At the date of authorisation of the financial statements, the following were issued but not
yet effective and have not been adopted by the Group and the Company.
77
275505-K
Adoption of the above MFRSs, Amendments to MFRSs and IC Interpretation will not have
any material impact on the financial performance or position of the Company, other than as
described below :
78
275505-K
Classification of cash flows will also be affected as operating lease payments under
MFRS 117 are presented as operating cash flows, whereas under MFRS 16, the
lease payments will be split into a principal (which will be presented as financing cash
flows) and an interest portion (which will be presented as operating cash flows).
Lessor accounting under MFRS 16 is substantially the same as the accounting under
MFRS 117. Lessors will continue to classify all leases using the same classification
principle as in MFRS 117 and distinguish between two types of leases: operating and
finance leases. MFRS 16 also requires lessees and lessors to make more extensive
disclosures than under MFRS 117.
MFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early
application is permitted but not before an entity applies MFRS 15. A lessee can
choose to apply the standard using either a full retrospective or a modified
retrospective approach. The Group and the Company are currently assessing the
impact of adopting MFRS 16.
Amendments to MFRS 123 (effective from 1 January 2019) clarify that if a specific
borrowing remains outstanding after the related qualifying asset is ready for its
intended use or sale, it becomes part of general borrowings.
The Group and the Company will apply the amendments prospectively.
(iii) Amendments to MFRS 10 and MFRS 128: Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
The effective date for the amendment to Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture (Amendments to MFRS 10 and MFRS
128) has been deferred to a date to be determined by MASB.
79
275505-K
The following are the judgements made by management in the process of applying
the Group's accounting policies that have the most significant effect on the amounts
recognised in the financial statements.
The Group determines whether its investments are impaired following certain
indications of impairment such as, amongst others, prolonged shortfall
between market value and carrying amount, significant changes with adverse
effects on the investment and deteriorating financial performance of the
investment.
Depending on their nature and the industries in which the investments relate
to, judgements are made by management to select suitable methods of
valuation such as, amongst others, discounted cash flow, realisable net asset
value and sector average price-earning ratio methods.
80
275505-K
The Group entered into commercial lease arrangements with third parties with
regards to the passenger aircraft and freighters. The Group has determined
that it does not retain all the significant risks and rewards of ownership of these
assets and hence the passenger and freighters aircrafts do not form part of the
aircraft, property, plant and equipment of the Group.
Judgement is involved in determining the provision for income taxes. There are
certain transactions and computations for which the ultimate tax determination
is uncertain during the ordinary course of business. The Group recognises
liabilities for expected tax based on estimates of whether additional taxes will
be due. Where the final tax outcome of these matters is different from the
amounts that were initially recognised, such differences will impact the income
tax and deferred tax provisions in the year in which such determination is
made.
81
275505-K
The key assumptions concerning the future and other key sources of estimation
uncertainty at the reporting date, 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;
ECLs are recognised in two stages. For credit exposures for which there
has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in credit
risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the
timing of the default (a lifetime ECL).
82
275505-K
For trade receivables and contract assets, the Group applies a simplified
approach in calculating ECLs. Therefore, the Group does not track
changes in credit risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date. The Group has established a
provision matrix that is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the debtors and the
economic environment.
Impairment review
The Group assesses whether there are any indicators of impairment for
aircraft included in property, plant and equipment at each reporting date. If any
such indication exists, the asset's recoverable amount is estimated to
determine the amount of impairment loss.
83
275505-K
Deferred tax assets of the Group are recognised for all unused tax losses and
unabsorbed capital allowances to the extent that it is probable that taxable
profit will be available against which the losses and capital allowances can be
utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely
timing and level of future taxable profits together with future tax planning
strategies. The details are as disclosed in Note 55 to the financial statements.
The Group is obligated to carry out heavy duty maintenance checks on the
airframe, engines, landing gears and auxiliary power units, being part of the
return conditions of its leased aircraft under contract. Provision for heavy duty
maintenance cost is made progressively in the financial statements based on
the number of flight hours or cycles. In arriving at the provision, assumptions
are made on the estimated condition of the asset at the time of check, the
material and overhead costs to be incurred, and the timing of when the check
is to be carried out. These assumptions are formed based on past experience,
and are regularly reviewed to ensure they approximate to the actual. Any
revision in assumptions and estimations that causes a material effect to the
provision would be adjusted prospectively in the financial statements.
84
275505-K
85
275505-K
The cost of EDE is amortised over the concession period by applying the
formula in Note 2.12 (a)(i). The projected toll revenue used for the purpose of
the amortisation calculation is based on the latest available traffic volume
projections prepared by independent traffic consultants (independently
reviewed on a periodic basis) and applying the toll rate structures as set out in
the Concession and Novation Agreement. The assumptions to arrive at the
traffic volume projections take into consideration the growth rate based on the
current assessment of market and economical conditions.
LAD is a possible obligation that arise from the late delivery of construction
and development projects.
86
275505-K
As the fair value of the embedded derivatives cannot be derived from active
markets, fair value is determined using valuation techniques including the
binomial model. The inputs to these models are taken from observable
markets where possible, but where this is not feasible, a degree of judgment is
required in establishing fair values. The judgments include considerations of
inputs such as credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
87
275505-K
Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either in
the principal market for the asset or liability, or in the absence of a principal
market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that
market participants would use when pricing the asset or liability, assuming that
market participants act in their economic best interest.
The Group determines whether the landing slots which have indefinite useful
lives, are tested for impairment either annually or on a more frequent interval,
depending on events or changes in circumstances that indicate the carrying
value may be impaired. This requires an estimation of the “value in use” of the
CGU to which the landing slots belong.
88
275505-K
Estimates are also made as to future investment income arising from the
assets backing the life insurance contracts. These estimates are based
on current market returns as well as expectations about future economic
and financial developments.
Lapse and surrender rates are based on the Group's life and family
takaful businesses' historical experience of lapses and surrenders.
89
275505-K
The ULR method requires a selected ULR to be applied to the net earned
contribution in order to project the amount of ultimate claims incurred for
each loss year. Then claims incurred for known claims are subtracted
from the projected ultimate claims incurred for each loss year in order to
estimate the amount of IBNR claims. Assumptions regarding the ULR
vary by class of business and take into account the following:
For estimation of future benefit payments and premium arising from long-
term insurance contracts for the Turkish business, four parameters have
significant impacts:
(i) The lapse and surrender rates: The estimated rates are derived from
past experience. In its estimation, the Group also takes into
consideration the economic crisis or positive economic
developments that will affect the rates either in a positive or a
negative way.
90
275505-K
For estimation of future benefit payments and premium arising from long-
term insurance contracts for the Turkish business, four parameters have
significant impacts (cont'd.):
91
275505-K
Company
Note 2018 2017
RM'000 RM'000
(Restated)
Company
As at 1
Note 2018 2017 January 2017
RM'000 RM'000 RM'000
(Restated) (Restated)
Assets
Cash and bank balances 14 867,544 1,232,708 1,899,907
Investment in money market
instruments 15 9,903 - 19,968
Other financial assets 16 4,380,354 6,355,984 4,764,365
Other receivables 17 1,078,115 1,246,788 326,554
Tax recoverable 18 1,765 45,706 36,769
Interest in subsidiaries 19 34,883,927 38,737,180 37,921,460
Interest in associates 20 25,405,218 24,704,920 25,146,787
Property and equipment 22 9,945 13,697 11,927
Computer software 23 1,579 2,332 3,177
Deferred tax asset 24 - 170,972 225,972
66,638,350 72,510,287 70,356,886
Asset classified as held for sale - - 1,534,669
Total assets 66,638,350 72,510,287 71,891,555
Liabilities
Provision and other payables 25 2,305,633 1,469,753 2,538,825
Borrowings 26 45,353,588 43,780,852 42,244,089
Derivative liabilities 21 46,431 241,566 506,368
Total liabilities 47,705,652 45,492,171 45,289,282
At 1 January 2017 6,643,953 3,840,248 1,800,000 12,284,201 2,324,423 685,000 11,308,649 26,602,273
Transition to non-par
regime 5,640,248 (3,840,248) (1,800,000) - - - - -
Redemption of RCCPS - - - - - - (1,199,000) (1,199,000)
Total comprehensive income
for the year - - - - - (137,000) 2,751,843 2,614,843
Dividends (Note 13) - - - - - - (1,000,000) (1,000,000)
At 31 December 2017 12,284,201 - - 12,284,201 2,324,423 548,000 11,861,492 27,018,116
Company
2018 2017
RM'000 RM'000
95
275505-K
Company
2018 2017
RM'000 RM'000
6. Income
Company
Note 2018 2017
RM'000 RM'000
Dividend income:
- from subsidiaries 170,747 441,509
- from associates 2,027,649 2,201,881
- from financial assets designated as fair value
through other comprehensive income \ 2,390 39,960
- financial assets designated as fair value
through profit or loss 44,747 37,920
Gain from divestments:
- gain from divestments of subsidiaries and
associates 224,485 2,026,081
- net fair value gain on financial assets
designated as fair value through profit or loss 95,469 149,054
Interest income on:
- loans and receivable 96,178 82,382
- financial assets designated as fair value through
profit or loss 71,707 50,026
Directors' fees (i) 8,737 9,054
Others 1,370 1,352
2,743,479 5,039,219
(i) Directors’ fees relate to income receivable from related companies for the services
rendered by the Company's employees as nominee directors of the related companies.
97
275505-K
7. Operating (loss)/profit
8. Staff costs
Company
2018 2017
RM'000 RM'000
Included in staff costs are executive directors' and key management personnels'
remuneration as disclosed in Notes 9 and 10, respectively.
The Khazanah Nasional Shadow Share Option Scheme ("LTIP") is governed by the
Board of Directors' approval policy and construed in accordance with applicable laws in
Malaysia.
98
275505-K
Following the Board of Directors’ meeting on 6 September 2018, the Board has
exercised its right to terminate the LTIP Scheme and cancel all existing options. There
will be no further offers made pursuant to the cancellation.
(a) Subject to the discretion of the Option Committee, all confirmed employees shall be
eligible to participate in the Scheme.
(b) The instrument will take form of options on Shadow Khazanah Shares.
(c) The option does not carry voting rights and is not entitled to any dividends.
(d) The option value for each Shadow Share shall be the Spread between the Fair
Value (the VWAP for the six-month calendar period ending on the last business day
prior to the date on which the Option is exercised) and the Subscription Price
(where it is based on the VWAP Net Worth at the period of grant). This Spread is
multiplied by the number of Shadow Shares in respect of which the Grantee has
exercised his or her Option, which represents the maximum payment to be received
by the employee.
(e) LTIP is based on a Semi Annual Grant. All confirmed employees in the Company at
that point in time will be granted options on a six ("6") monthly basis. The
subscription price is set based on the 6-month-VWAP for the period when the
options are granted. In essence, the exercise price for the options will fluctuate
depending on movements in the value of the portfolio over a six monthly period.
(f) The options would vest one year after the grant date. Vesting is subject to
performance rating and all options not exercised would remain exercisable from
vesting until expiry.
(g) Limit to payout subject to Board approval - there will be a net cumulative limit of
150% of Base Pay per annum. Board approval will be required if any payout is to
exceed this cumulative limit.
(a) The vesting of each performance-based under LTIP2 depends on performance for
selected level and above, whereas under LTIP3, applicable to all levels.
(b) Additional criteria introduced under LTIP3 on the eligibility to exercise performance
portion.
99
275505-K
The following table illustrates the strike price of each tranche granted, the number of shadow shares and its movements in the Scheme during
the year.
2018
(Granted 6 monthly)
LTIP2
Issue 11: 2H 2012 Options 3,044,817 1,500 (1,500) - - - - - - 81.06 1.1.2014 - 31.12.2017
Issue 12: 1H 2013 Options 3,001,013 7,735 (7,735) - 7,735 - (7,735) - - 90.21 1.7.2014 - 30.6.2018
Issue 13: 2H 2013 Options 3,200,705 72,329 (72,329) - 68,975 - (68,975) - - 98.18 1.1.2015 - 31.12.2018
Issue 14: 1H 2014 Options 3,022,297 144,534 (144,534) - 109,809 - (109,809) - - 100.59 1.7.2015 - 30.6.2019
LTIP3
Issue 15: 2H 2014 Options 3,159,172 2,535,221 (2,535,221) - 2,436,017 - (2,436,017) - - 109.29 1.1.2016 - 31.12.2019
Issue 16: 1H 2015 Options 3,234,683 2,690,804 (2,690,804) - 2,588,682 - (2,588,682) - - 113.24 1.7.2016 - 30.6.2020
Issue 17: 1H 2016 Options 3,102,580 2,600,175 (2,600,175) - 2,424,498 - (2,424,498) - - 104.78 1.1.2017 - 31.12.2020
Issue 18: 1H 2016 Options 3,122,516 3,122,516 (3,122,516) - 2,556,933 (2,556,933) - - 105.64 1.7.2017 - 30.6.2021
Issue 19: 1H 2017 Options 3,232,509 - - - 3,232,509 - (2,063,171) (1,169,338) - 106.74 1.1.2018 - 31.12.2021
Issue 20: 2H 2017 Options 3,201,388 - - - 3,201,388 - (3,201,388) - 106.77 1.7.2018 - 30.6.2022
31,321,680 11,174,814 (11,174,814) - 16,626,546 - (12,255,820) (4,370,726) -
100
275505-K
2017
(Granted 6 monthly)
LTIP2
Issue 11: 2H 2012 Options 3,044,817 1,500 - 1,500 1,500 - (1,500) - - 81.06 1.1.2014 - 31.12.2017
Issue 12: 1H 2013 Options 3,001,013 7,735 - 7,735 7,735 - - - 7,735 90.21 1.7.2014 - 30.6.2018
Issue 13: 2H 2013 Options 3,200,705 72,329 - 72,329 72,329 - (3,354) - 68,975 98.18 1.1.2015 - 31.12.2018
Issue 14: 1H 2014 Options 3,022,297 144,534 - 144,534 144,534 - (34,725) - 109,809 100.59 1.7.2015 - 30.6.2019
LTIP3
Issue 15: 2H 2014 Options 3,159,172 2,652,974 (117,753) 2,535,221 2,535,221 - (99,204) - 2,436,017 109.29 1.1.2016 - 31.12.2019
Issue 16: 1H 2015 Options 3,234,683 2,766,567 (75,763) 2,690,804 2,690,804 - (102,122) - 2,588,682 113.24 1.7.2016 - 30.6.2020
Issue 17: 1H 2016 Options 3,102,580 3,102,580 (502,405) 2,600,175 2,600,175 - (175,677) - 2,424,498 104.78 1.1.2017 - 31.12.2020
Issue 18: 1H 2016 Options 3,122,516 3,122,516 - 3,122,516 3,122,516 (454,967) (110,616) - 2,556,933 105.64 1.7.2017 - 30.6.2021
Issue 19: 1H 2017 Options 3,232,509 - - - 3,232,509 - - - 3,232,509 106.74 1.1.2018 - 31.12.2021
Issue 20: 2H 2017 Options 3,201,388 - - - 3,201,388 - - 3,201,388 106.77 1.7.2018 - 30.6.2022
31,321,680 11,870,735 (695,921) 11,174,814 17,608,711 (454,967) (527,198) - 16,626,546
101
275505-K
9. Directors' remuneration
Company
2018 2017
RM'000 RM'000
8,895 11,334
Company
2018 2017
RM'000 RM'000
Key management personnel are staff who are involved in decision making and management
of the Company.
Company
2018 2017
RM'000 RM'000
102
275505-K
12. Taxation
Company
2018 2017
RM'000 RM'000
The tax treatment of the Company has fallen under the ambit of Section 60F Investment
Holding Company ("Section 60F") of the Income Tax Act, 1967 for the current and prior
financial years.
Under Section 60F, Investment Holding Company is defined as a company whose activities
consist mainly of the holding of investment and not less than 80% of its gross income
(whether exempt or not) is derived therefrom. Income from the holding of investment is not to
be treated as business income whilst income other than income from holding of investment is
to be treated as other non-business gains or profits under Section 4(f) of the Income Tax Act,
1967.
The Malaysian tax rate is calculated at the statutory tax rate of 24% (2017: 24%) of the
estimated assessable profit for the year.
The reconciliation between tax expense and the product of accounting profit multiplied by the
applicable corporate tax rate for the years ended 31 December 2018 and 2017 are as
follows:
Company
2018 2017
RM'000 RM'000
103
275505-K
13. Dividends
Company
Dividends in respect of year/
Dividends recognised in year
2018 2017
RM'000 RM'000
Dividends on RCCPS:
Interim single-tier dividend of RM100 per share on
1,000,000,000 RCCPS - 100,000
Special single-tier dividend of RM170 per share on
1,000,000 RCCPS - 170,000
1,500,000 1,000,000
Company
2018 2017
RM'000
RM'000 RM'000
104
275505-K
2018
Loans receivable
At amortised cost:
Loans receivable (i) - 2,852,065 2,852,065
Less: Allowance for impairment
losses (ii) - (1,031,445) (1,031,445)
- 1,820,620 1,820,620
105
275505-K
Loans receivable
At amortised cost:
Loans receivable (i) - 2,852,065 2,852,065
Less: Allowance for
impairment losses (ii) - (447,341) (447,341)
- 2,404,724 2,404,724
106
275505-K
Loans receivable
At amortised cost:
Loans receivable (i) - 1,861,065 1,861,065
Less: Allowance for
impairment losses (ii) - (401,944) (401,944)
- 1,459,121 1,459,121
(i) The loans receivable is unsecured, interest free and has no fixed terms of repayment.
(ii) A reconciliation of the allowance for impairment losses on loans receivable is as follows:
Individually
impaired
2018 2017
RM'000 RM'000
At 1 January 447,341 401,944
Charge for the year 584,104 45,397
At 31 December 1,031,445 447,341
Other than the loans receivable, the other financial assets above are neither past due
nor impaired.
107
275505-K
(i) The amount due from related companies is unsecured, bears interest ranging between
4% to 5% (2017: ranging between 4% to 5%) per annum and is repayable on demand.
(ii) The amount due from Yayasan Amir has the same terms as the Ihsan Sukuk
Programme, disclosed in Note 26(g).
(iii) The amount due from MoF, Inc. is unsecured, interest free and is repayable on demand.
During the year, the other receivables are neither past due nor impaired.
The tax recoverable relates to tax over-payment of tax based on the Company's tax
submissions, which are still subject to Inland Revenue ("IRB") agreement.
Company
2018 2017
RM'000 RM'000
Shares at cost,
Unquoted shares in Malaysia 42,739,207 41,669,486
Unquoted shares outside Malaysia 6,733,892 7,293,394
49,473,099 48,962,880
Less: Accumulated allowance for impairment losses (20,441,647) (17,758,202)
29,031,452 31,204,678
Amount due from subsidiaries * 5,852,475 7,532,502
34,883,927 38,737,180
* As the amount due from subsidiaries is, in substance, a part of the Company's net
investments in the subsidiaries, it is stated at cost less accumulated impairment losses.
108
275505-K
(iv) The Company subscribed to an additional 1,400,000 ordinary shares and 2,200,000
preference shares in Bukit Frasers Ventures Sdn Bhd ("Bukit Frasers"), for a total
consideration of RM3.6 million, resulting in the Company maintaining its equity
interest of 100%. Bukit Frasers, an unlisted company incorporated in Malaysia, is an
investment holding company.
109
275505-K
(vii) The Company subscribed to an additional 200,000 ordinary shares and 425,000
preference shares in Pulau Segantang Ventures Sdn Bhd ("Pulau Segantang"), for
a total consideration of RM0.6 million, resulting in the Company maintaining its
equity interest of 100%. Pulau Segantang, an unlisted company incorporated in
Malaysia, is an investment holding company.
110
275505-K
Special purpose vehicles ("SPVs") are wholly-owned subsidiaries of the Company that
have been set up to actively hold investments or as funding vehicles of the Company.
The SPVs are disclosed in Note 78.
Certain proforma financial statements' captions of the Company after including the
assets and liabilities held through the SPVs as at 31 December are as follows:
Proforma
2018 2017
RM'000
RM'000 RM'000
Proforma
2018 2017
RM'000
RM'000 RM'000
111
275505-K
Company
2018 2017
RM'000 RM'000
Shares at cost,
Quoted shares in Malaysia 24,617,476 24,243,513
Unquoted shares in Malaysia 932,407 645,897
25,549,883 24,889,410
Less: Accumulated allowance for impairment losses (144,665) (184,490)
25,405,218 24,704,920
(i) The Company elected to participate in the dividend reinvestment plan of CIMB Group
Holdings Berhad ("CIMB"), resulting in the Company acquiring an additional
110,166,298 ordinary shares. The Company also disposed 62,990,300 ordinary shares
of CIMB for a total cash consideration of RM363.5 million. Pursuant to the above
transactions, the Company's equity interest in CIMB increased to 27.37%. CIMB, a
company incorporated in Malaysia, is listed on Bursa Malaysia Main Market and is
involved in investment holding, financial services, property management, provision of
consultancy services and dealing in securities.
Company
Nominal Liability
RM'000 RM'000
2018
Non-hedging derivative:
Embedded derivatives
Long term 2,898,821 46,431
2017
Non-hedging derivative:
Embedded derivatives
Short term 1,380,171 118,677
Long term 3,241,633 122,889
4,621,804 241,566
112
275505-K
The Company, via special purpose vehicles, issued Exchangeable Trust Certificates, as
described in Note 26(b). The embedded derivatives represent the fair value of:
(i) the option provided to certificate holders to convert into ordinary shares of the underlying
assets ("Exchange Property"); and
(ii) the cash settlement option that the Company has to redeem the Exchangeable Trust
Certificates.
Office
equipment,
furniture and
fittings and
computer Motor
equipment vehicles Renovation Total
Company RM'000 RM'000 RM'000 RM'000
At 31 December 2018
Cost
Accumulated depreciation
113
275505-K
Office
equipment,
furniture and
fittings and
computer Motor
equipment vehicles Renovation Total
Company (cont'd.) RM'000 RM'000 RM'000 RM'000
At 31 December 2017
Cost
Accumulated depreciation
114
275505-K
2018 2017
Company RM'000 RM'000
Cost
Accumulated amortisation
Computer software relates to licence fees, professional fees and other directly attributable
costs of preparing the asset for its intended use or for bringing the asset to its working
condition.
Company
2018 2017
RM'000 RM'000
115
275505-K
The component and movement of deferred tax during the financial year are as follows:
Khazanah Bonds
and Exchangeable
Trust Certificates
RM'000
Company
Note 2018 2017
RM'000 RM'000
(i) Interest payable is normally settled quarterly, semi-annually or annually throughout the
financial year, depending on the terms of the respective borrowings of the Company.
(ii) The amount due to related companies is unsecured, interest free and is repayable on
demand.
(iii) Other payables and accruals are interest free and have an average term of 60 to 90
days (2017: average term of 60 to 90 days).
116
275505-K
26. Borrowings
Company
Note Short term Long term Total
RM'000 RM'000
RM'000 RM'000
2018
Company
Note Short term Long term Total
RM'000 RM'000
RM'000 RM'000
2017
117
275505-K
Company
2018 2017
RM'000
RM'000 RM'000
- Bear no coupon and shall be redeemed by the Company in full at their face value on
the maturity dates;
- Subject to any written law, the Khazanah Bonds rank pari passu among themselves
and equal with all other unsecured obligations (other than subordinated obligations
and priorities created by law, if any) of the Company; and
Khazanah Bonds of RM2 billion were fully redeemed during the year.
Company
2018 2017
RM'000
RM'000 RM'000
118
275505-K
12,625,788 14,012,545
Company
Note 2018 2017
RM'000
RM'000 RM'000
Company
2018 2017
RM'000
RM'000 RM'000
119
275505-K
The issuance comprise USD500 million 7-year Certificates with a put option on Year
4 and is exchangeable into ordinary shares of RM1.00 each of Tenaga Nasional
Berhad ("TNB"), the Exchange Property. The Certificates were priced at 100% of
the principal amount at zero periodic payments with a yield to optional/scheduled
dissolution of negative 0.05%. Unless previously exchanged, redeemed, purchased
or cancelled, the Certificates will be redeemed at 99.65% of their nominal amount
on 18 September 2021 (“the Scheduled Dissolution Date”).
Exchange Right
The Certificates are exchangeable for a pro-rata share of TNB ordinary shares with
par value of RM1.00 each during the Exchange Period. Notwithstanding the
Exchange Right, at any time when the delivery of Exchange Property is required to
satisfy the Exchange Right, the Company has the option to purchase the Exchange
Property for an amount equal to the Cash Settlement Amount.
The Exchange Property initially comprise 111,728,612 TNB shares and include all
Relevant Securities and other property arising out of or derived or resulting
therefrom and such other property, in each case as may be deemed or required to
comprise all or part of the Exchange Property pursuant to the Conditions, but
excluding any such property as may or may be deemed to have ceased to form part
of the Exchange Property.
Following the dividends declared by TNB during the Exchange Period which
exceeded the reference amount as defined in the Conditions of the Certificates,
further adjustments to the Exchange Property were made resulting in the Certificate
holders being entitled to receive 223.4572 TNB shares and RM315.08 cash as
capital distribution for each USD1,000 nominal value of Certificates effective 29
December 2017.
Exchange Period
(a) the close of business on the date which falls 10 Business Days prior to the
Scheduled Dissolution Date; or
120
275505-K
(b) if the Certificates shall have been called for dissolution prior to the Scheduled
Dissolution Date, the close of business on the day which falls 10 Business Days
prior to the date fixed for dissolution.
Redemption
During the year, 2,252.02 Certificates worth of USD449.5 million were exchanged
for TNB ordinary shares.
This note to the financial statements should be read in conjunction with the
conditions set out in the offering circular dated 15 September 2014 relating to the
Certificates.
The issuance comprise SGD600 million 5-year Certificates with a put option on Year
3 and is exchangeable into ordinary shares of RM1.00 each of IHH Healthcare
Berhad ("IHH"), the Exchange Property, currently held by a subsidiary of the
Company. The Certificates were priced at 100% of the principal amount at zero
periodic payments with a yield to optional/scheduled dissolution of negative 0.25%.
Unless previously exchanged, redeemed, purchased or cancelled, the Certificates
will be redeemed at 98.76% of their nominal amount on 24 October 2018 (“the
Scheduled Dissolution Date”).
Exchange Right
The Certificates are exchangeable for a pro-rata share of IHH ordinary shares with
par value of RM1.00 each during the Exchange Period. Notwithstanding the
Exchange Right, at any time when the delivery of Exchange Property is required to
satisfy the Exchange Right, the Company has the option to purchase the Exchange
Property for an amount equal to the Cash Settlement Amount.
121
275505-K
The Exchange Property initially comprise 311,364,054 IHH shares and include all
Relevant Securities and other property arising out of or derived or resulting
therefrom and such other property, in each case as may be deemed or required to
comprise all or part of the Exchange Property pursuant to the Conditions, but
excluding any such property as may or may be deemed to have ceased to form part
of the Exchange Property.
Following the dividends declared by IHH during the Exchange Period which
exceeded the reference amount as defined in the Conditions of the Certificates,
further adjustments to the Exchange Property were made resulting in the Certificate
holders being entitled to receive 129,735.0223 IHH shares and RM14,270.85 cash
as capital distribution for each SGD250,000 nominal value of Certificates effective
18 July 2017.
Exchange Period
(a) the close of business on the date which falls 10 Business Days prior to the
Scheduled Dissolution Date; and
(b) if the Certificates shall have been called for dissolution prior to the Scheduled
Dissolution Date, the close of business on the day which falls 10 Business Days
prior to the date fixed for dissolution.
Redemption
The Certificates were exchanged and fully redeemed during the year.
This note to the financial statements should be read in conjunction with the
conditions set out in the offering circular dated 18 October 2013 relating to the
Certificates.
122
275505-K
The issuance comprise USD398.8 million 5-year Certificates with a put option on
Year 3 and is exchangeable into ordinary shares of HKD0.10 each of Beijing
Enterprises Water Group Limited ("BEWG"), the Exchange Property, currently held
by a subsidiary of the Company. The Certificates were priced at 100% of the
principal amount at zero periodic payments and yield to optional/scheduled
dissolution. Unless previously exchanged, redeemed, purchased or cancelled, the
Certificates will be redeemed at 100.00% of their nominal amount on 23 September
2021 (“the Scheduled Dissolution Date”).
Exchange Right
The Certificates are exchangeable for a pro-rata share of BEWG ordinary shares
with par value of HKD0.10 each during the Exchange Period. Notwithstanding the
Exchange Right, at any time when the delivery of Exchange Property is required to
satisfy the Exchange Right, the Company has the option to purchase the Exchange
Property for an amount equal to the Cash Settlement Amount.
The Exchange Property initially comprise 399,856,758 BEWG shares and include all
Relevant Securities and other property arising out of or derived or resulting
therefrom and such other property, in each case as may be deemed or required to
comprise all or part of the Exchange Property pursuant to the Conditions, but
excluding any such property as may or may be deemed to have ceased to form part
of the Exchange Property.
Certificate holders being entitled to receive 1,002.6498 BEWG shares for each
USD1,000 nominal value of Certificates.
Following the dividends declared by BEWG during the Exchange Period which
exceeded the reference amount as defined in the Conditions of the Certificates,
further adjustments to the Exchange Property were made resulting in the Certificate
holders being entitled to receive 1,002.6498 BEWG shares and HKD199.53 cash as
capital distribution for each USD1,000 nominal value of Certificates effective 20
October 2017.
Exchange Period
(a) the close of business on the date which falls 10 Business Days prior to the
Scheduled Dissolution Date; or
123
275505-K
(b) if the Certificates shall have been called for dissolution prior to the Scheduled
Dissolution Date, the close of business on the day which falls 10 Business Days
prior to the date fixed for dissolution.
Redemption
This note to the financial statements should be read in conjunction with the
conditions set out in the offering circular dated 20 September 2016 relating to the
Certificates.
The issuance comprise USD320.8 million 5-year Certificates with a put option on
Year 3 and is exchangeable into ordinary shares of RMB1.00 each of CITIC
Securities Co. Ltd. ("CITIC"), the Exchange Property, currently held by a subsidiary
of the Company. The Certificates were priced at 100% of the principal amount at
zero periodic payments and yield to optional/scheduled dissolution. Unless
previously exchanged, redeemed, purchased or cancelled, the Certificates will be
redeemed at 100.00% of their nominal amount on 8 February 2023 (“the Scheduled
Dissolution Date”).
Exchange Right
The Certificates are exchangeable for a pro-rata share of CITIC ordinary shares
with par value of RMB1.00 each during the Exchange Period. Notwithstanding the
Exchange Right, at any time when the delivery of Exchange Property is required to
satisfy the Exchange Right, the Company has the option to purchase the Exchange
Property for an amount equal to the Cash Settlement Amount.
The Exchange Property initially comprise 94,494,683 CITIC shares and include all
Relevant Securities and other property arising out of or derived or resulting
therefrom and such other property, in each case as may be deemed or required to
comprise all or part of the Exchange Property pursuant to the Conditions, but
excluding any such property as may or may be deemed to have ceased to form part
of the Exchange Property. Certificate holders being entitled to receive 294.5594
CITIC shares for each USD1,000 nominal value of Certificates.
124
275505-K
Exchange Period
(a) the close of business on the date which falls 10 Business Days prior to the
Scheduled Dissolution Date; or
(b) if the Certificates shall have been called for dissolution prior to the Scheduled
Dissolution Date, the close of business on the day which falls 10 Business Days
prior to the date fixed for dissolution.
Redemption
This note to the financial statements should be read in conjunction with the
conditions set out in the offering circular dated 5 February 2018 relating to the
Certificates.
Company
Note 2018 2017
RM'000
RM'000 RM'000
The Company will use the proceeds for financing of general investments, refinancing of
borrowings and working capital requirements.
The IMTNs will make periodic distribution at the profit rate every six months from
the issuance to maturity.
During the year, the Company issued IMTN 5 and IMTN 6 for investment and
general working capital requirements.
Company
2018 2017
RM'000
RM'000 RM'000
Due after one year, and within five years 2,000,000 2,000,000
Due after five years 8,000,000 4,500,000
10,000,000 6,500,000
126
275505-K
MIMTN 1 MIMTN 2
Issuance date 10-Aug-06 29-Feb-12
Maturity date 10-Aug-16 28-Feb-17
Tenure 10 years 5 years
Profit rate 3.725% 3.035%
Nominal amount SGD900 million USD750 million
The MIMTNs will make periodic distribution at the profit rate every six months from
the issuance to maturity.
Company
2018 2017
RM'000
RM'000 RM'000
Due after one year, and within five years 5,815,364 5,748,934
127
275505-K
Company
2018 2017
RM'000
RM'000 RM'000
The Company will use the proceeds for financing of general investments, refinancing of
borrowings and working capital requirements.
The Sukuk financing will make periodic distribution at the profit rate every six months
from the issuance to maturity.
128
275505-K
Company
2018 2017
RM'000 RM'000
Company
Short term Long term Total
RM'000 RM'000
RM'000 RM'000
2018
2017
The unsecured floating term loan bear interest ranging between 2.5263% to 3.0171%
(2017: 1.6962% to 1.9522%) per annum.
The unsecured fixed term loans bear interest of 4.641% (2017: 4.641%) per annum.
Company
2018 2017
RM'000 RM'000
129
275505-K
The Company utilised RM3.4 billion in nominal value under the existing banking facilities
of RM4.5 billion. The utilisation/rollover period for the year is 1 month.
The Company used the proceeds for Khazanah’s investment and general working
capital requirements.
The revolving credit bears interest ranging from 3.76% to 4.23% (2017: 3.76% to 3.96%)
per annum.
Company
2018 2017
RM'000 RM'000
Company
2018 2017
RM'000
RM'000 RM'000
On 11 March 2015, the SC approved a RM1 billion in nominal value, Sukuk Programme
to be established under the Sustainable and Responsible Investment Sukuk framework
("Sukuk Programme") to be issued by the Company, via a special purpose vehicle, Ihsan
Sukuk Berhad. The programme has a tenure of 25 years from the date of the first
issuance under the Sukuk Programme.
The Company will use the proceeds for the purpose of funding Shariah-compliant
Eligible Sustainable and Responsible Investment.
MTN 1 MTN 2
Issuance date 17-Jun-11 7-Aug-13
Maturity date 16-Jun-18 7-Aug-20
Tenure 7 years 7 years
Profit rate 4.30% 4.60%
Nominal amount RM100 million RM100 million
130
275505-K
The Ihsan Sukuk are unsecured and issued at par. The proceeds were utilised to fund
Yayasan Amir Trust Schools Programme ("Yayasan Amir"). Yayasan Amir is a not-for-
profit foundation established on 26 October 2010 to improve assessibility to quality
education in government schools through a Public-Private-Partnership with the Ministry
of Education of Malaysia.
MTN 1
The Ihsan Sukuk will make annual distribution at the profit rate from the issuance to
maturity. In relation to the repayment of the Principal, the Company shall reduce the
amount to be repaid by 6.22% (by redeeming the Ihsan Sukuk at 93.78%) in the event
Yayasan Amir meets its key performance indicators ("KPIs") pursuant to the conditions
of the Ihsan Sukuk.
This note to the financial statements should be read in conjunction with the conditions
set out in the information memorandum dated 11 June 2015 relating to the Ihsan Sukuk.
MTN 2
The Ihsan Sukuk will make annual distribution at the profit rate from the issuance to
maturity. In relation to the repayment of the Principal, the Company shall reduce the
amount to be repaid by 3.18% (by redeeming the Ihsan Sukuk at 96.82%) in the event
Yayasan Amir meets its key performance indicators ("KPIs") pursuant to the conditions
of the Ihsan Sukuk.
This note to the financial statements should be read in conjunction with the conditions
set out in the prospectus dated 13 July 2017 relating to the Ihsan Sukuk.
The First and Second Sukuk Ihsan Sukukholders may exercise their option to waive the
repayment of the principal and profit of the IMTNs at any time during the tenure of the
First and Second Sukuk Ihsan.
The potential reduction to the dissolution distribution amount and the potential waiver
above give rise to embedded derivative. As at 31 December 2018, the embedded
derivative cannot be reliably measured thus bifurcated and carried at RMNil due to the
uncertainty in determining the ability of Yayasan Amir to meet the KPIs.
Company
2018 2017
RM'000 RM'000
Due after one year, and within five years 100,000 100,000
Due after five years 100,000 100,000
200,000 200,000
131
275505-K
Company
2018 2017
RM'000 RM'000
(a) Under the Companies Act, 2016 in Malaysia which came into effect on 31 January 2017,
the concept of authorised share capital no longer exists.
(b) In accordance with Section 74 of the Companies Act, 2016, the Company's ordinary
share no longer have a par or nominal value with effect from 31 January 2017. Pursuant
to Section 618 of the Companies Act, 2016, the amount standing to the credit of the
Company's share premium became part of the Company's share capital. There is no
impact on the numbers of ordinary shares in issue or the relative entitlement of any of
the members of the Company.
(a) Under the Companies Act, 2016 in Malaysia which came into effect on 31 January 2017,
the concept of authorised share capital no longer exists.
(b) In accordance with Section 74 of the Companies Act, 2016, the Company’s RCCPS no
longer have a par or nominal value with effect from 31 January 2017. Pursuant to
Section 618 of the Companies Act, 2016, the amount standing to the credit of the
Company’s share premium became part of the Company’s share capital. There is no
impact on the numbers of RCCPS in issue or the relative entitlement of any of the
members of the Company.
(c) The RCCPS shall carry a variable dividend whereby the dividend rate and the payment
of which shall be payable at the option of the Company. If dividend is not paid, any part
of that dividend will be accumulated until such time as the Company is in a position to
declare any such dividend at its discretion;
(d) The RCCPS shall rank for dividend in priority to the ordinary shares;
(e) Redemption of the RCCPS shall be at the discretion of the Company and shall be
redeemed at the par value;
(f) Conversion of the RCCPS shall be at the discretion of the Company at any time after the
issuance of the RCCPS;
(g) The RCCPS will be convertible into new ordinary shares of the Company for a value of
RM1 per RCCPS where the number of new ordinary shares shall be calculated based on
the last available/audited realisable asset value of the Company at the time of
conversion provided that the conversion price for each unit of RCCPS shall not fall below
the par value of the ordinary shares of RM1 each;
(h) Prior to the conversion of the RCCPS, the RCCPS holder would not have the right to
vote at any general meeting of the Company;
2018 2017
RM'000 RM'000
(j) The Company has the discretion to extend the tenure of the RCCPS.
133
275505-K
31 December 2018
Financial Financial
assets assets
designated designated
as fair value as fair value
Amortised through through
cost profit or loss OCI Total
RM'000 RM'000 RM'000 RM'000
Financial assets
Cash and bank balances 867,544 - - 867,544
Investment in money market
instruments 9,903 - - 9,903
Other financial assets 1,820,620 2,449,234 110,500 4,380,354
Other receivables 1,078,115 - - 1,078,115
Total 3,776,182 2,449,234 110,500 6,335,916
Financial
liabilities
designated Financial
as fair value liabilities at
through amortised
profit or loss cost Total
RM'000 RM'000 RM'000
Financial liabilities
Borrowings - 45,353,588 45,353,588
Derivative liabilities 46,431 - 46,431
Other payables - 2,305,633 2,305,633
Total 46,431 47,659,221 47,705,652
134
275505-K
31 December 2017
Financial Financial
assets assets
designated designated
as fair value as fair value
Amortised through through
cost profit or loss OCI Total
RM'000 RM'000 RM'000 RM'000
Financial assets
Cash and bank balances 1,232,708 - - 1,232,708
Other financial assets 2,404,724 2,960,260 991,000 6,355,984
Other receivables 1,246,788 - - 1,246,788
Total 4,884,220 2,960,260 991,000 8,835,480
Financial
liabilities
designated Financial
as fair value liabilities at
through amortised
profit or loss cost Total
RM'000 RM'000 RM'000
Financial liabilities
Borrowings - 43,780,852 43,780,852
Derivative liabilities 241,566 - 241,566
Other payables - 1,315,459 1,315,459
Total 241,566 45,096,311 45,337,877
135
275505-K
(a) Fair value of financial instruments by classes that are not carried at fair value and
whose carrying amounts are not reasonable approximation of fair value
2018 2017
Carrying Carrying
amount Fair value amount Fair value
RM'000 RM'000 RM'000 RM'000
Financial liabilities
Exchangeable Trust
Certificates 2,945,253 3,140,922 4,863,370 5,209,612
Islamic Medium Term
Notes
- Danga 16,041,910 15,941,461 12,415,015 12,372,978
- RACB 7,081,601 7,170,150 7,081,601 7,110,155
- Ihsan Sukuk 204,136 199,653 204,125 198,156
Fixed term loans 2,552,132 2,660,047 2,503,123 2,670,069
For the purpose of comparability, the above carrying amounts include the following:
The carrying amounts of these financial assets and liabilities are reasonable
approximation of fair value due either to their short term nature or are repayable on
demand.
136
275505-K
(iii) Financial assets designated as fair value through profit and loss
The fair value of unquoted bonds, funds and structured products are based on the
indicative fair values obtained from Bond Pricing Agency of Malaysia, Bloomberg
and/or respective licensed banks.
The fair value of loans receivable are estimated by discounting the estimated future
cash flows using current interest rates for financial assets with similar risk profile.
The fair value of embedded derivatives are valued using the Binomial/Black Scholes
model with market observable inputs. The model incorporates various inputs
including closing market prices of underlying shares, foreign exchange spot rates
and market interest rates.
The carrying amount of the current portion of other loans and borrowings are
reasonable approximations of fair value due to the insignificant impact of
discounting.
The carrying amount of certain other loans and borrowings are reasonable
approximations of fair value as they are floating rate instruments that are re-priced
to market interest rates near the reporting date.
The fair value of non-current other loans and borrowings, other than floating rate
instruments, are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of borrowing at the reporting date.
137
275505-K
Quantitative disclosures fair value measurement hierarchy for asset and liabilities
as at 31 December 2018:
Financial assets
Financial assets
designated as fair value
through profit or loss
- Quoted shares 1,129,019 1,129,019 - -
- Quoted equity
funds 818,234 818,234 - -
- Unquoted money
market funds 396,881 - 396,881 -
- Unquoted bonds 105,100 105,100 - -
Financial assets
designated as fair value
through other
comprehensive income
- Quoted shares 110,500 110,500 - -
- Unquoted bonds - - - -
Financial liability
Embedded derivatives 46,431 - 46,431 -
Assets
Investments in
associates
- Quoted shares 24,617,476 57,783,191 - -
138
275505-K
Quantitative disclosures fair value measurement hierarchy for asset and liabilities
as at 31 December 2018 (cont'd.):
Liabilities
Exchangeable Trust
Certificates 2,945,253 3,140,922 - -
Islamic Medium Term
Notes
- Danga 16,041,910 - 15,941,461 -
- RACB 7,081,601 - 7,170,150 -
- Ihsan Sukuk 204,136 - 199,653 -
Term loans - unsecured 2,552,132 - 2,660,047 -
Quantitative disclosures fair value measurement hierarchy for asset and liabilities
as at 31 December 2017:
Financial assets
Financial assets
designated as fair value
through profit or loss
- Quoted shares 1,463,233 1,463,233 - -
- Quoted equity
funds 1,118,689 1,118,689 - -
- Unquoted money
market funds 273,136 - 273,136 -
- Unquoted bonds 105,202 105,202 - -
Financial assets
designated as fair
value through other
comprehensive income
- Quoted shares 108,000 108,000 - -
- Unquoted shares 883,000 - - 883,000
139
275505-K
Quantitative disclosures fair value measurement hierarchy for asset and liabilities
as at 31 December 2017 (cont'd.):
Financial liability
Embedded derivatives 241,566 - 241,566 -
Assets
Investments in
associates
- Quoted shares 24,243,513 71,252,910 - -
Liabilities
Exchangeable Trust
Certificates 4,863,370 5,209,612 - -
Islamic Medium Term
Notes
- Danga 12,415,015 - 12,372,978 -
- RACB 7,081,601 - 7,110,155 -
- Ihsan Sukuk 204,125 - 198,156 -
Term loans - unsecured 2,503,123 - 2,670,069 -
140
275505-K
Fair value
through OCI
investments
Unquoted
shares
RM'000
Discount for lack of marketability represents the amounts that the Company has
determined that market participants would take into account when pricing the
instruments.
141
275505-K
The Company is exposed to financial risks arising from its operations and the use of the
financial instruments. The key financial risks include interest rate, foreign currency, equity
price, credit and liquidity risks.
The Company has an approved set of guidelines and policies as well as internal controls
which set out its overall business strategies to manage these risks. The Company's overall
financial risk management objective is to enhance shareholders' value through effective
management of the Company's risks.
The Board of Directors reviews and agrees policies and procedures for the management of
these risks. The following sections provide details regarding the Company's exposure to the
abovementioned financial risks and the objectives, policies and processes for the
management of these risks.
Interest rate risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The Company’s
exposure to the risk of changes in market interest rates relates primarily to the
Company’s term loans with floating interest rates.
The Company actively manages its interest rate risk by maintaining an interest cover
ratio of at least one and a half times.
Effect on
profit or loss
RM'000
2018
Increase in 25 basis points (10,784)
Decrease in 25 basis points 10,784
2017
Increase in 25 basis points (7,994)
Decrease in 25 basis points 7,994
The assumed movement in basis points for interest rate sensitivity analysis is based on
the currently observable market environment.
142
275505-K
The weighted average interest rates per annum and the average remaining maturity
of deposits as at 31 December were as follows:
2018 2017
Weighted Weighted
average Average average Average
interest days to interest days to
rates maturity rates maturity
% %
The interest rates per annum and the remaining maturity of borrowings and term
loans as at 31 December were as follows:
2018 2017
Interest Years to Interest Years to
rates maturity rates maturity
% %
Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates.
143
275505-K
During the year, the currencies in which the Company mainly transacted in other than its
functional currency of Ringgit Malaysia ("RM") were United States Dollars ("USD"),
Singapore Dollar ("SGD") and Chinese Renminbi ("CNY"). This is mainly due to the
other investments, cash and bank balances and borrowings. The natural hedge strategy
was maintained as the proceeds from the floating term loan, ETCs and MIMTN were
used for investments in USD and SGD respectively.
The following table demonstrates the sensitivity to a reasonably possible change in the
USD, SGD and CNY exchange rates, with all other variables held constant, of the
Company’s profit before tax (due to changes in the fair value of monetary assets and
liabilities). The Company’s exposure to foreign currency changes for all other currencies
is not material.
Changes in Effect on
rate profit or loss
RM'000
2018
2017
144
275505-K
The Company’s quoted equity securities are susceptible to market price risk arising from
the uncertainties on future values of the investment securities. The Company manages
the equity price risk through diversification and placing limits on individual and total
equity instruments. Reports on the equity portfolio monitoring are submitted to the
Company’s senior management on a regular basis. The Company’s Board of Directors
reviews and approves all equity investment decisions.
The following table demonstrates the sensitivity to a reasonably possible change in the
equity price, with all other variables held constant, of the Company’s equity investments
(due to changes in the fair value of financial assets at fair value through other
comprehensive income and financial assets at fair value through profit or loss).
Effect on Effect on
equity profit or loss
RM'000 RM'000
2018
2017
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The Company's exposure to credit risk arises
primarily from loan receivables. For other financial assets (including investments in
bonds, money market instruments and cash and deposits with banks) the Company
minimises credit risk by dealing exclusively with high credit rating counterparties.
At the reporting date, the Company's maximum exposure to credit risk is represented by
the carrying amount of each class of financial assets recognised in the statement of
financial position, including derivatives with positive fair value.
145
275505-K
Information regarding the financial assets that are neither past due nor impaired is
disclosed in Note 16 and Note 17. Investments in money market instruments and cash
and deposits with licensed banks are neither past due nor impaired as these are placed
with or entered into with reputable financial institutions with high credit ratings and no
history of default.
Information regarding the financial assets that are either past due or impaired is
disclosed in Note 16 and Note 17.
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Company's exposure to liquidity risk arises
from mismatches of the maturities of financial assets and liabilities.
The Company actively manages its debt maturity profile, operating cash flows and the
availability of funding so as to ensure that all refinancing, repayment and funding needs
are met. As part of its overall prudent liquidity management, the Company maintains a
portfolio of highly liquid assets to meet its working capital and investment requirements.
In addition, the Company maintains a balanced and flexible funding structure through
the use of credit facilities, short and long term borrowings. Short term flexibility is
achieved through credit facilities and short term borrowings. As far as possible, the
Company raises committed funding from both capital markets and financial institutions
and prudently balances its portfolio with certain short term funding so as to achieve
overall cost effectiveness.
146
275505-K
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted repayment
obligations.
Less More
than 3 3 to 12 1 to 5 than
On demand months months years 5 years Total
31 December 2018 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
147
275505-K
# For the purpose of liquidity risk presentation, the embedded derivatives are not separated from the host instrument of ETC.
* For interest bearing financial liabilities, the above analysis include future interest or coupon payments, as well as repayment of the
principal. The cash flows of floating interest financial liabilities are estimated based on forward rates.
148
275505-K
The adoption of this MFRS had no material effect on the amounts reported by the Company
for the current or prior years.
The adoption of this MFRS had no material effect on the amounts reported by the Company
for the current or prior years.
The adoption of this MFRS had no material effect on the amounts reported by the Company
for the current or prior years other than elected reclassifications as disclosed below.
149
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation.
150
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
151
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
152
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
153
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
31 December 1 January
2017 2018
Previously Reported
reported MFRS 9 under
under FRS Remeasurement MFRS
RM'000 RM'000 RM'000
Other comprehensive income ("OCI")
Net loss on available-for-sale financial assets
- Loss on fair value changes, net of tax representing
other comprehensive income for the year (137,000) 137,000 -
154
275505-K
The primary objective of the Company’s capital management is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and maximise
shareholder value.
The Company manages its capital structure and makes adjustments to it, in line with the
changes in economic conditions. To maintain or adjust the capital structure, the Company
may adjust the dividend payments to shareholders, return of capital to shareholders or issue
new shares. No changes were made to the objectives, policies or processes for the years
ended 31 December 2018 and 31 December 2017.
The Company monitors capital after including the assets and liabilities held through the SPVs
("Proforma") using gearing ratio, which is defined to be net debt divided by total capital. The
Company’s policy is to keep the gearing ratio below two and a half times (2.5 times). The
Company includes within net debt, loans and borrowings less cash and bank balances.
Capital represents equity attributable to the owners of the Company.
Proforma
Note 2018 2017
RM'000 RM'000
Borrowings 19(b) 55,235,165 49,870,701
Less: Cash, bank balances and investment in
money market 19(b) (1,748,537) (2,606,759)
Net debt 53,486,628 47,263,942
33. Commitments
Company
2018 2017
RM'000 RM'000
Approved but not contracted for:
Capital injection committed for a subsidiary 1,600,200 1,792,000
Capital injection committed for investments 3,219,323 7,172,262
Investment injection committed for an associate - 1,000,000
Property and equipment 32,526 33,200
155
275505-K
Company
2018 2017
RM'000 RM'000
The Company issued the following for investment and general working capital requirements:
(i) On 14 February 2019, the Company via Danum Capital Berhad, under a new RM10.0
billion Islamic Securities Programme (“Sukuk financing”), issued a new 7 years RM500
million IMTN with a semi-annual periodic distribution at a profit rate of 4.30% per annum
and a new 15 years RM1.0 billion IMTN with a semi-annual periodic distribution at a
profit rate of 4.68% per annum.
(ii) On 28 November 2018, the Company via Pulau Memutik Ventures Sdn. Bhd., entered
into a Share Purchase Agreement ("SPA") with Mitsui & Co., Ltd for the divestment of
1,403,087,400 shares of IHH. As of 22 March 2019, the conditions precedent for the
SPA entered have been fulfilled. Accordingly, the current asset classified as held for sale
has been fully disposed of for a total cash consideration of USD2,007,517,444.
(iii) On 14 January 2019, the Company via Mostyn Investment (Mauritius) Limited, entered
into a Share Purchase Agreement with Quinag Bidco Ltd, a company incorporated under
the laws of Mauritius to sell the Company's entire shareholding in Fractal Analytics
Private Limited for a total consideration of USD101,519,434.
156
275505-K
Group
Note 2018 2017
RM'000 RM'000
(Restated)
Continuing operations
Revenue 36 20,666,604 23,627,806
Operating expenses (27,489,620) (22,728,789)
Other income 969,677 3,867,119
Operating (loss)/profit 37 (5,853,339) 4,766,136
Finance costs 40 (3,253,058) (3,011,234)
Share of results of associates and joint ventures 1,248,857 6,810,670
(Loss)/profit before taxation (7,857,540) 8,565,572
Taxation 41 (472,616) (322,919)
(Loss)/profit for the year, net of taxation (8,330,156) 8,242,653
Discontinued operations
Loss from discontinued operations,
net of taxation 42 (321,510) -
(Loss)/profit for the year (8,651,666) 8,242,653
157
275505-K
Group
2018 2017
RM'000 RM'000
(Restated)
Other comprehensive income (cont'd.):
Items that will not be reclassified subsequently
to profit or loss:
Net (loss)/gain on fair value through other
comprehensive income financial assets,
net of tax (2,733,905) 4,516,596
Actuarial (loss)/gain on defined benefit plans 65 (289) 3,067
Share of other comprehensive income/(loss)
of associates and joint ventures 58,074 (290,262)
(2,676,120) 4,229,401
Other comprehensive (loss)/income for the year (3,940,858) 749,144
Total comprehensive (loss)/income for the year (12,592,524) 8,991,797
Group
As at 1
Note 2018 2017 January 2017
RM'000 RM'000 RM'000
(Restated) (Restated)
Assets
Non-current assets
Property, plant and equipment 43 12,385,313 15,214,459 16,891,547
Land held for property
development 44 5,593,236 5,122,427 5,416,090
Investment properties 45 3,044,449 2,801,461 2,774,900
Concession intangible assets 46 3,647,853 3,862,903 4,371,732
Goodwill on consolidation 47 2,047,588 1,922,871 2,186,617
Other intangible assets 48 825,820 986,775 941,975
Interest in associates 50 65,106,060 71,086,049 70,240,203
Interest in joint ventures 51 4,470,480 4,941,339 4,076,747
Other non-current financial
investments 52 34,200,214 35,422,554 30,764,360
Other non-current assets 53 2,164,365 3,123,662 4,191,957
Derivative assets 54 7,055 30,031 5,599
Deferred tax assets 55 340,605 557,568 594,972
133,833,038 145,072,099 142,456,699
Current assets
Property development-in-progress 56 1,831,223 2,518,303 1,854,701
Inventories and work-in-progress 57 2,156,720 1,345,094 1,152,004
Trade receivables 58 2,715,369 1,351,305 1,936,066
Other receivables 59 5,296,700 5,233,946 5,180,485
Tax recoverable 13,561 131,575 112,824
Derivative assets 54 17,559 206,857 153,618
Other current financial investments 52 1,180,031 1,885,516 1,086,864
Cash and bank balances 60 5,730,632 6,845,117 9,323,631
18,941,795 19,517,713 20,800,193
Assets held for sale and assets of
disposal group classified as
held for sale 42 1,352,385 630,626 2,587,266
20,294,180 20,148,339 23,387,459
Total assets 154,127,218 165,220,438 165,844,158
159
275505-K
Group
As at 1
Note 2018 2017 January 2017
RM'000 RM'000 RM'000
(Restated) (Restated)
Non-current liabilities
Borrowings 61 54,150,732 52,725,665 54,235,285
Other non-current liabilities 66 8,349,701 7,613,552 7,133,056
Deferred tax liabilities 55 646,812 683,694 657,739
Derivative liabilities 54 147,793 312,816 612,857
63,295,038 61,335,727 62,638,937
Total liabilities 97,780,170 93,782,210 99,180,276
160
275505-K
At 1 January (as reported) 12,284,201 - - 12,284,201 4,124,423 6,841,825 42,669,919 65,920,368 5,989,665 71,910,033
Effect of adoption of MFRS - - - - - 2,008 (465,530) (463,522) (8,283) (471,805) Taly
At 1 January (as restated) 12,284,201 - - 12,284,201 4,124,423 6,843,833 42,204,389 65,456,846 5,981,382 71,438,228
(Loss)/profit for the year - - - - - - (8,676,373) (8,676,373) 24,707 (8,651,666)
Other comprehensive (loss)/income
- arising during the year - - - - - (3,942,421) - (3,942,421) 1,563 (3,940,858)
Total comprehensive income - - - - - (3,942,421) (8,676,373) (12,618,794) 26,270 (12,592,524)
Transactions with owners
Dilution of interest in subsidiaries - - - - - - (585) (585) 1,647 1,062
Acquisition of subsidiaries - - - - - - (36,540) (36,540) 6,680 (29,860)
Disposal of subsidiaries - - - - - - 10,410 10,410 4,648 15,058
Dilution of interest in
associates - - - - - 86,419 (386,881) (300,462) - (300,462)
Share of reserves of associates
and joint ventures - - - - - (645,999) 37,335 (608,664) - (608,664)
Transfer to:
- disposal group held for sale - - - - - 56,597 - 56,597 - 56,597
- statutory reserve - - - - - (208,958) 127,878 (81,080) - (81,080)
- capital reserve - - - - - 485,058 485,058 89,068 574,126
- general reserve - - - - - (502,032) (502,032) - (502,032)
Redemption of preference shares - - - - - (35,853) (35,853) - (35,853)
Share based payment - - - - - (28,773) - (28,773) - (28,773)
Dividend paid to non-controlling
interests - - - - - - - (58,776) (58,776)
Dividends paid to owners - - - - - - (1,500,000) (1,500,000) (1,500,000)
Total transactions with owners - - - - - (1,242,746) (1,299,178) (2,541,923) 43,267 (2,498,657) Add
At 31 December 12,284,201 - - 12,284,201 4,124,423 1,658,666 32,228,838 50,296,129 6,050,919 56,347,047
161
275505-K
At 1 January (as reported) 6,643,953 3,840,248 1,800,000 12,284,201 4,124,423 7,629,355 36,876,380 60,914,359 6,130,515 67,044,874
Effect of adoption of MFRS - - - - - 2,009 (407,915) (405,906) 24,914 (380,992)
At 1 January (as restated) 6,643,953 3,840,248 1,800,000 12,284,201 4,124,423 7,631,364 36,468,465 60,508,453 6,155,429 66,663,882
Profit for the year - - - - - - 8,027,791 8,027,791 214,862 8,242,653
Other comprehensive income
- arising during the year - - - - - 887,229 - 887,229 (138,085) 749,144
Total comprehensive income - - - - - 887,229 8,027,791 8,915,020 76,777 8,991,797
Transactions with owners
Dilution of interest in subsidiaries - - - - - - (25,631) (25,631) 16,407 (9,224)
Disposal of subsidiaries - - - - - (153) 9,120 8,967 (44,497) (35,530)
Share of reserves of associates
and joint ventures - - - - - 61,348 24,914 86,262 (24,914) 61,348
Transfer to:
- disposal group held for sale - - - - - 45,213 - 45,213 - 45,213
- statutory reserve - - - - - (1,864,681) (12,600) (1,877,281) - (1,877,281)
- capital reserve - - - - - - (91,251) (91,251) - (91,251)
- general reserve - - - - - 84,089 - 84,089 - 84,089
Net effect of redemption of RCCPS - - - - - - (1,199,000) (1,199,000) - (1,199,000)
Expiry of share options - - - - - (3,064) 2,581 (483) (28,163) (28,646)
Share based payment - - - - - 2,488 - 2,488 (248) 2,240
Dividend paid to non-controlling
interests - - - - - - - - (169,409) (169,409)
Dividends paid to owners - - - - - - (1,000,000) (1,000,000) - (1,000,000)
Total transactions with owners - - - - - (1,674,760) (2,291,867) (3,966,627) (250,824) (4,217,451)
Transition to no-par regime 5,640,248 (3,840,248) (1,800,000) - - - - - - -
At 31 December 12,284,201 - - 12,284,201 4,124,423 6,843,833 42,204,389 65,456,846 5,981,382 71,438,228
162
275505-K
Group
2018 2017
RM'000 RM'000
(Restated)
Cash flows from operating activities
(Loss)/profit before taxation (7,857,540) 8,565,572
Adjustments for:
Gain from divestments of investments (1,393,368) (2,696,803)
Dividend income from other investments (476,105) (674,503)
Interest income (334,597) (361,632)
Unrealised loss/(gain) on foreign exchange, net 160,763 (697,407)
Depreciation 1,250,838 2,261,854
Net fair value loss/(gain) on financial assets at
fair value through profit or loss 785,384 (604,570)
Loss/(gain) on revaluation of derivatives, net 46,251 (615,627)
Allowance for impairment losses on
investments and receivables, net 3,704,130 1,101,201
Allowance for impairment losses on property, plant and
equipment 2,555,811 170,641
Allowance for impairment on investment properties 12,901 -
Allowance for impairment land held for property development - 638
Allowance for impairment on assets held for sale - 82,000
Net amortisation charge for concession assets 97,610 102,910
Amortisation of other intangible assets 70,602 138,068
Amortisation of government grants (1,890) (48,309)
Impairment of goodwill on consolidation 90,441 12,916
Impairment of concession assets 325 3,100
Bad debts written off/(recovered) 174,337 (315)
Inventories written (back)/off (34,162) 4,541
Property, plant and equipment written off 39,357 35,938
Loss on disposal of property, plant and equipment (35,317) (62,258)
Gain on disposal of investment properties (97) -
Interest expense 3,253,058 3,011,234
Amortisation of deferred income (3,600) (29,464)
Depreciation of investment properties 35,761 13,481
Reversal of provision for foreseeable losses (669,093) (3,604)
Provision for aircraft maintenance and overhaul 356,156 91,888
Share of results from associates and joint ventures (1,248,857) (6,810,670)
Operating profit before working capital changes 579,099 2,990,820
163
275505-K
Group
2018 2017
RM'000 RM'000
164
275505-K
Group
2018 2017
RM'000 RM'000
36. Revenue
Group
2018 2017
RM'000 RM'000
(Restated)
Investment-related revenue:
Services-related revenue:
166
275505-K
Group
2018 2017
RM'000 RM'000
(Restated)
Timing of revenue recognition:
- At a point in time 6,078,495 7,766,651
- Over time 14,588,109 15,861,155
20,666,604 23,627,806
167
275505-K
Group
Note 2018 2017
RM'000 RM'000
(Restated)
Group
Note 2018 2017
RM'000 RM'000
(i) During the year, the Company's Board has exercised its right to terminate the LTIP
Scheme and cancel all existing options. There will be no further offers made pursuant to
the cancellation.
In addition to the Company's LTIP, two of the subsidiaries, UEM Group Berhad ("UEM
Group") and Avicennia Capital Sdn. Bhd. ("Avicennia") also introduced LTIP plan, which
is governed by and construed in accordance with applicable laws in Malaysia, which
was approved by UEM Group and Avicennia's Boards respectively.
(ii) Included in the staff costs of the Group and of the Company is Executive Directors'
remuneration amounting to RM8,500,000 (2017: RM8,422,000) as disclosed in Note 39.
168
275505-K
Group
2018 2017
RM'000 RM'000
Executive Directors of the Company:
Wages and salaries 7,269 7,117
Statutory contribution to EPF 1,231 1,305
8,500 8,422
8,895 11,334
Group
2018 2017
RM'000 RM'000
41. Taxation
Group
2018 2017
RM'000 RM'000
(Restated)
Continuing operations
Current income tax:
Malaysian income tax 284,311 188,236
Foreign income tax 15,018 22,939
299,329 211,175
(Over)/under provision in prior year:
Malaysian income tax (5,604) 1,193
293,725 212,368
169
275505-K
Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2017: 24%) of
the estimated assessable profit for the year. Income tax for other jurisdictions is calculated at
the rates prevailing in the respective jurisdictions.
The reconciliation between tax expense and the product of accounting profit multiplied by the
applicable corporate tax rate for the years ended 31 December 2018 and 2017 are as
follows:
Group
2018 2017
RM'000 RM'000
(Restated)
170
275505-K
(i) In 2011, the Ministry of Finance granted Iskandar Management Services Sdn Bhd (a
subsidiary of IIB) a tax exemption on statutory income arising from services for the
"Legoland" project from 2011 until 2020.
(ii) In 2015, the Ministry of Finance granted IIB a 5-year tax exemption of up to 70% of its
taxable income from 1 January 2013 to 31 December 2017. As at 31 December 2018,
IIB is currently in the process of applying for extension of income tax exemption from
MoF.
(iii) On 4 April 2018, Malaysian Airline System Berhad ("MAS") received a letter from the
Inland Revenue Board ("IRB") questioning the non-deduction of withholding tax in
respect of payments made by MAS to leasing entities incorporated in Labuan in
connection with its lease of aircraft from foreign lessors. The IRB views the use of the
Labuan incorporated entities as tax avoidance schemes under Section 140(1)(c) of the
ITA. MAS has since taken professional advice and the view is that the use of Labuan
incorporated entities are legitimate and lease payments made should not be subjected
to withholding taxes. MAS will make representations to the IRB to justify its position. No
demand notices or assessments have been raised by the IRB to-date. On this basis, no
provision for withholding tax has been made in the statement of comprehensive income.
Discontinued operations and disposal group classified as held for sale and other assets held
for sale by the Group are as follows:
On 17 August 2018, the Group via Burau Ventures Sdn. Bhd. (a subsidiary held
through Pasir Kalong Investments Limited) entered into Share Purchase
Agreement with Bupa International Markets Limited ("Bupa") for the disposal of its
entire equity interest in Acibadem for a total cash consideration of
USD176,580,301 equivalent to approximately RM724,120,496 (exchange rate:
USD1: RM4.1008). On 31 December 2018, the disposal exercise was completed
followng fulfillment of all conditions precedent to the sale. Accordingly, Acibadem
ceased to be a subsidiary of the Group on 31 December 2018.
171
275505-K
The Islamic Financial Services Act 2013 ("IFSA 2013") requires all composite
Takaful Operators to segregate their composite licences into separate Family
Takaful and General Takaful licences by 1 July 2018. In compliance with this Act,
Sun Life Malaysia Takaful Berhad ("SLMT") (a subsidiary company) had
relinquished its composite Takaful licence by the Minister of Finance to conduct its
Family Takaful Business. Accordingly, SLMT had ceased to underwrite any new
general takaful business.
As at 31 December 2018, all takaful related assets and liabilities in the notes to the
financial statements are in respect of the discontinued general takaful business.
The combined financial results in respect of the discontinued operations (i.e. Acibadem
and General Takaful Business) included in the profit for the year are set out as below.
Group 2018
Note RM'000
172
275505-K
The assets classified as held for sale as at 31 December 2018 are as follows:
2018 2017
Note RM'000 RM'000
On 28 November 2018, the Company via Pulau Memutik Ventures Sdn. Bhd. entered
into a Share Purchase Agreement ("SPA") with Mitsui & Co., Ltd for the divestment of
1,403,087,400 shares of IHH.
The assets classified as held for sale as at 31 December 2017 are as follows:
2018 2017
RM'000 RM'000
On 14 April 2016, the shareholders of the Company approved the sale of certain plots
of land measuring approximately 200 acres to an interested buyer and/or its nominees.
This sale was not completed and the land has been reclassed back to land held for
development, as disclosed in Note 44.
Certain aircraft and spare engines with net book value of RM63,439,000 (2017:
RM69,287,000) have been classified under assets held for sale.
173
275505-K
The major classes of assets held for sale and assets and liabilities of the disposal group
classified as held for sale on the consolidated statement of financial position are as follows:
Group
2018 2017 2016
Note RM'000 RM'000 RM'000
(Restated) (Restated)
Assets:
Land held for property
development 44 - 79,280 79,280
Investment in associate 50 1,205,675 - 1,044,388
Financial assets 79,968 39,295 -
Reinsurance and retakaful
assets - 7,088 -
Insurance and takaful
receivables - 3,071 -
Property, plant and
equipment 43 66,742 499,125 394,960
Investment properties - - 38,721
Other non-current financial
investments - - 303,672
Other non-current assets - - 482,182
Deferred tax assets 55 - 236 -
Tax recoverable - - 2,023
Receivables - 7 69,640
Cash and bank balances - 2,524 172,400
Assets held for sale and assets of
disposal group classified as
held for sale 1,352,385 630,626 2,587,266
Liabilities:
Deferred tax liabilities 55 - - 2,582
Borrowings - 142,058 60,000
Other liabilities - 52,221 5,880
Insurance contract liabilities - - 650,987
Insurance payables - - 71,683
Liabilities of disposal group
classified as held for sale - 194,279 791,132
174
275505-K
Renovation,
Furniture capital
Aircraft and improvements
Plant and fittings and capital
and spare and other Land and work-in-
machinery engines equipment buildings progress Total
Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2018
Cost
175
275505-K
Renovation,
Furniture capital
Aircraft and improvements
Plant and fittings and capital
and spare and other Land and work-in-
machinery engines equipment buildings progress Total
Group (cont'd.) RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2018 (cont'd.)
176
275505-K
Renovation,
Furniture capital
Aircraft and improvements
Plant and fittings and capital
and spare and other Land and work-in-
machinery engines equipment buildings progress Total
Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2017
Cost
177
275505-K
Renovation,
Furniture capital
Aircraft and improvements
Plant and fittings and capital
and spare and other Land and work-in-
machinery engines equipment buildings progress Total
Group (cont'd.) RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2017 (cont'd.)
178
275505-K
The net carrying amounts of aircraft held under finance lease arrangements is
RM821,041,000 (2017: RM486,185,000).
The net carrying amounts of aircraft pledged as securities for term loan is RM469,071,000
(2017: RM3,465,895,000).
Group
Note 2018 2017
RM'000 RM'000
(Restated)
At cost
At 1 January (as reported) 3,939,786 4,785,908
Effect of adoption of MFRS 76 1,182,641 630,182
At 1 January (as restated) 5,122,427 5,416,090
Additions 445,229 445,067
Disposals (93) (268,097)
Impairment loss 37 - (638)
Currency translation differences - (5,066)
Transfer from property,
plant and equipment 43 25,024
Transfer from assets held for sale 42 79,280 -
Transfer to investment properties 45 (26,457) -
Transfer to property
development-in-progress 56 (27,150) (489,953)
At 31 December 5,593,236 5,122,427
As at the reporting date, freehold land and related development expenditure of:
(a) RM21.7 million (2017: RM21.7 million) have been deposited by UEM Land Berhad as
security for the borrowing granted to a subsidiary of UEM; and
(b) RM282.1million (2017: RM289.1 million) are pledged as securities for the borrowing
facilities granted to UEM Sunrise Berhad's subsidiaries.
179
275505-K
Included in land held for property development of the Group are parcels of land committed
through the agreement as follows:
UEM
Master Agreement ("MA") dated 23 October 2012 entered between UEM Land and
Ascendas to undertake the development of an integrated technology park over
approximately 519 acres of land in Gerbang Nusajaya, Iskandar Puteri, Johor Darul Takzim.
The development to be undertaken on the lands consists of the following:
(i) Phase 1 lands measuring approximately 205 acres and further broken down into two
plots identified as Plot A with an estimated area of 120 acres and Plot B with an
estimated area of 85 acres;
(ii) Phase 2 lands measuring approximately 166 acres; and
(iii) Phase 3 lands measuring approximately 148 acres.
In 2013, 120 acres of Plot A lands were purchased by Nusajaya Tech Park Sdn Bhd
("NTPSB"). Pursuant to the MA, UEM Land agreed to grant Ascendas the option to agree for
NTPSB to complete the purchase of Plot B lands and to exercise the options to purchase
Phase 2 and Phase 3 lands, all within the period of 9 years commencing from the date of the
MA. No option was exercised in the current and preceding financial years. The options shall
automatically lapse if not exercised within the option period.
Group
Note 2018 2017
RM'000 RM'000
Cost
At 1 January 2,933,586 2,898,868
Additions 66,984 47,813
Disposals (550) (13,095)
Transfer from property, plant and
equipment 43 102,415 -
Transfer from land held for property
development 44 26,457 -
Transfer from property development-
in-progress 56 96,678 -
At 31 December 3,225,570 2,933,586
180
275505-K
Group
Note 2018 2017
RM'000 RM'000
Investment properties comprise commercial properties, office lots, condominium units and
landed properties.
(a) The fair values of the investment properties are determined by an independent
professional valuer based on the following valuation techniques depending on the
location and types of properties.
(i) The income approach converts estimated future amounts of cash flows or income
to a single present value (discounted) amount by applying an appropriate market-
derived discount rate.
(ii) The comparison/cost method of valuation entails separate valuations of the land
and buildings to arrive at the market value of the subject property. The land is
valued by reference to transactions of similar lands in surrounding area with
appropriate adjustments made for differences in the relevant characteristics of the
land. Completed buildings are valued by reference to the current estimates on
constructional costs to erect equivalent buildings, taking into consideration of
similar accommodation in terms of size, construction, finishes contractors'
overhead, fees and profits. Appropriate adjustments are then made for the factors
of obsolescence and existing physical condition of the building.
The fair values of investment properties are categorised as Level 3 under the fair value
hierarchy as disclosed in Note 68.
181
275505-K
Group
Note 2018 2017
RM'000 RM'000
Cost
At 1 January 4,153,443 4,580,855
Additions 30,551 30,554
Exchange differences (158,844) (457,966)
At 31 December 4,025,150 4,153,443
Accumulated amortisation
and impairment losses
At 1 January 290,540 209,123
Charge for the year, net of reversal 37 97,610 102,910
Impairment loss 37 325 3,100
Exchange differences (11,178) (24,593)
At 31 December 377,297 290,540
As at the reporting date, the Group has the following concession intangible assets:
Concession
Concession intangible asset Concession companies period
182
275505-K
Group
Note 2018 2017
RM'000 RM'000
Allocation of goodwill
Goodwill has been allocated to the Group's cash generating units ("CGUs") identified
according to business segment as follows:
2018 2017
RM'000 RM'000
183
275505-K
(i) where investments are listed, principally the market value is used.
(ii) where investments are not investment holding and where the underlying is
unlisted, value-in-use is applied.
(iii) where investments themselves are investment holding, the market value of the
underlying value-in-use is calculated using cash flow projections or earnings and
book multiples of a comparable listed company in the same market and the same
industry.
The following describes each key assumption on which management has based its
evaluation to undertake impairment testing of goodwill:
184
275505-K
2018
2017
185
275505-K
In March 2018, the Company via a special purpose company, Pulau Memutik Ventures
Sdn. Bhd. has signed a share sale and purchase agreement for the acquisition of 100%
interest in Prince Court Medical Centre ("PCMC") from Petronas Hartabina Sdn Bhd.
The Company also entered into a term sheet for a collaboration agreement with IHH
Healthcare Berhad ("IHH") for shared services support and operational improvement
initiatives at PCMC. Accordingly, IHH will be given a right of first offer to acquire PCMC
during a pre-agreed period.
The following summarises the major classes of consideration transferred, and the
recognised amounts of assets acquired and liabilities assumed at the acquisition date:
Goodwill
Goodwill was recognised as a result of the acquisition as follows:
(a) On 1 March 2018, Malaysia Airlines Holidays Sdn. Bhd. was incorporated for a
consideration of RM2. During the financial year, the investment was increased to
RM200,000.
(a) On 10 August 2018, Edgenta UEMS Pte. Ltd. Became a direct subsidiary of
Edgenta (Singapore) Pte. Ltd. ("ESG"), a wholly-owned subsidiary of UEM
Edgenta via the transfer of shares by way of distribution-in-specie from Asia
Integrated Facility Solution ("AIFS"), a wholly owned subsidiary of ESG).
(b) During the year, the following subsidiaries were dissolved via members' voluntary
liquidation, deregistered, struck off, or wind up:
- AIFS
- Asia Facility Solutions Pte Ltd ("AFS")
- Cimaco Quarry Sdn. Bhd. ("CQSB")
- International Business Link Inc
- 0757422 B.C. Ltd.
- Nusajaya Business Park Sdn. Bhd.
- Projek Usahasama Transit Ringan Automatik Sdn. Bhd. ("PUTRA")
- UEM Sunrise Pacific Sdn. Bhd.
- York Place Limited
187
275505-K
The value of the assets and liabilities of subsidiaries disposed at the respective dates of
dissolution are as follows:
Note 2018
RM'000
Assets:
Property and equipment 43 3,164
Intangible assets 48 107,468
Goodwill 47 445,962
Financial assets 496,205
Reinsurance and retakaful assets 9,077
Insurance and takaful receivables 167,390
Other receivables 25,277
Deferred tax assets 55 10,102
Current tax assets 6,744
Cash and bank balances 97,780
1,369,169
Liabilities:
Insurance and takaful contract liabilities 364,672
Insurance and takaful payables 115,695
Investment contract liabilities 8,925
Financial liabilities 133
Other payables 49,205
Deferred tax liabilities 55 12,007
550,637
188
275505-K
Note 2018
RM'000
Net cash inflows arising from the disposal of interests in subsidiaries were as
follows:
2018
RM'000
189
275505-K
Segments which have non-controlling interests that are material to the Group are listed
below:
2018
Infrastructure
& Transportation
Construction Property & Logistics Total
RM'mil RM'mil RM'mil RM'mil
Infrastructure
& Transportation
Construction Property & Logistics Total
RM'mil RM'mil RM'mil RM'mil
190
275505-K
Segments which have non-controlling interests that are material to the Group are listed
below (cont'd.):
2018 (cont'd.)
Infrastructure
& Transportation
Construction Property & Logistics Total
RM'mil RM'mil RM'mil RM'mil
2017
Infrastructure
& Transportation
Construction Property & Logistics Total
RM'mil RM'mil RM'mil RM'mil
191
275505-K
Segments which have non-controlling interests that are material to the Group are listed
below (cont'd.):
2017 (cont'd.)
Infrastructure
& Transportation
Construction Property & Logistics Total
RM'mil RM'mil RM'mil RM'mil
Infrastructure
& Transportation
Construction Property & Logistics Total
RM'mil RM'mil RM'mil RM'mil
192
275505-K
Group
2018 2017 2016
RM'000 RM'000 RM'000
(Restated) (Restated)
Shares at cost,
Quoted shares in Malaysia 41,758,924 39,537,461 39,424,310
Quoted shares outside Malaysia 732,033 780,297 855,661
Unquoted shares in Malaysia 1,432,609 2,888,688 2,259,219
Unquoted shares outside Malaysia 3,626,063 3,389,913 4,392,001
47,549,629 46,596,359 46,931,191
Share of post acquisition reserves 21,894,778 24,838,608 23,599,412
69,444,407 71,434,967 70,530,603
Less: Allowance for impairment losses (3,132,672) (348,918) (290,400)
Less: Reclassification to asset held
for sale (Note 42) (1,205,675) - -
65,106,060 71,086,049 70,240,203
The summarised financial information in respect of each of the Group's aggregated material
associates is set out below. The summarised financial information represents the amounts in
the financial statements of the associates and not the Group's share of those amounts.
2018
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
193
275505-K
2018
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
2017
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
2017
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
2016
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
195
275505-K
2016
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
Infrastructure
Investment & Transportation
holding construction & logistics Total
RM'mil RM'mil RM'mil RM'mil
196
275505-K
Group
Note 2018 2017 2016
RM'000 RM'000 RM'000
(Restated) (Restated)
Shares at cost,
Unquoted shares
in Malaysia (i) 2,961,194 3,122,775 3,115,591
Unquoted shares
outside Malaysia 616,258 677,132 242,208
Investments in
unincorporated entities 141,146 141,146 141,146
3,718,598 3,941,053 3,498,945
Share of post-acquisition
reserves 1,133,786 1,020,750 544,734
4,852,384 4,961,803 4,043,679
Less: Accumulated
impairment losses (435,120) (20,539) (141,363)
4,417,264 4,941,264 3,902,316
Amount due from joint
ventures 53,216 75 174,431
4,470,480 4,941,339 4,076,747
(b) During the year, UEM Sunrise subscribed for 25,850,000 RPS pf RM1.00 per
share amounting to RM25.9 million via conversion of advances to Nusajaya
Lifestyle Sdn. Bhd.
197
275505-K
Details of the joint ventures are disclosed in Note 78 and Note 79.
The summarised financial information in respect of each of the Group's aggregated material
joint ventures is set out below. The summarised financial information represents the amounts
in the financial statements of the associates and not the Group's share of those amounts.
2018
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
198
275505-K
2017
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
199
275505-K
2016
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
Investment Infrastructure
holding & construction Property Total
RM'mil RM'mil RM'mil RM'mil
200
275505-K
Group - 2018
Current Non-current Total
RM'000 RM'000
RM'000 RM'000
Financial assets designated as fair
value through profit or loss
At fair value:
Quoted shares in Malaysia 94,983 10,999,033 11,094,016
Quoted shares outside Malaysia - 59,745 59,745
Unquoted shares in Malaysia - 965,590 965,590
Unquoted shares outside Malaysia - (37,176) (37,176)
Quoted bonds in Malaysia - 448,278 448,278
Unquoted bonds in Malaysia - 1,143,212 1,143,212
Quoted fund in Malaysia - 407,927 407,927
Unquoted fund in Malaysia 191,673 - 191,673
286,656 13,986,609 14,273,265
At cost:
Unquoted shares in Malaysia - 53,231 53,231
Unquoted shares outside Malaysia 10,375 13,206 23,581
893,375 17,705,823 18,599,198
Amortised cost
Loans receivable - 2,507,782 2,507,782
201
275505-K
At cost:
Unquoted shares in Malaysia - 47,061 47,061
Unquoted shares outside Malaysia - 43,644 43,644
1,279,482 18,093,456 19,372,938
Amortised cost
Unquoted bonds outside Malaysia - 45,721 45,721
Loans receivable - 3,196,248 3,196,248
- 3,241,969 3,241,969
202
275505-K
At cost:
Unquoted shares in Malaysia - 37,061 37,061
Unquoted shares outside Malaysia - 43,705 43,705
Less: Accumulated allowance for
impairment losses - (22,525) (22,525)
67,854 15,487,346 15,555,200
Amortised cost
Unquoted bonds in Malaysia - 7,500 7,500
Unquoted bonds outside Malaysia - 52,741 52,741
Loans receivable - 2,198,619 2,198,619
- 2,258,860 2,258,860
Group
2018 2017 2016
Note RM'000 RM'000 RM'000
(Restated) (Restated)
Receivables under finance
lease (i) 16,136 19,008 511,326
Trade receivables 172,725 391,947 512,068
Reinsurance assets 185,168 1,331,917 2,089,202
Prepaid land lease
payments 13,842 3,902 -
Staff loans 28,651 31,233 39,824
Cash and bank balances 60, (ii) 5,955 - 2,659
Contract assets (iii) 1,190,904 1,143,101 957,327
Others 550,984 202,554 79,551
2,164,365 3,123,662 4,191,957
(i) Leasing portfolio of a subsidiary of the Group comprises financing of long term lease
related to investment properties of the Group. As at the reporting date, the present
value of lease receivables under non-cancellable lease agreements was as follows:
Group
2018 2017
RM'000 RM'000
(ii) Relates to security for banking facilities granted to UEM Group's subsidiaries.
204
275505-K
Contract assets
Contract liabilities
Contract assets
205
275505-K
(a) Contract assets from property development and strategic land sales
For property development, the Group issues progress billings to purchasers when
the billing milestones are attained. The Group recognises revenue when the
performance obligation is satisfied.
For strategic land sales, the Group recognises revenue and issues billings to
purchasers upon transfer of control. The contract assets and contract liabilities
relating to the sale of properties and land sales as of each reporting period are
shown as below:
2018 2017
Group RM'000 RM'000
(Restated)
The unsatisfied performance obligations at the end of the reporting period are
estimated to be recognised in the following periods:
2018 2017
RM'000 RM'000
(Restated)
206
275505-K
2018 2017
Group RM'000 RM'000
Group
2018 2017
RM'000 RM'000
207
275505-K
Contract assets are initially recognised for revenue earned from services
transferred which receipt of the consideration is conditional on the completion and
final acceptance by customers. Upon final acceptance by the customers, the
amounts recognised as contract assets becomes unconditional and are
reclassified to trade receivables.
2018 2017
Group RM'000 RM'000
(Restated)
The unsatisfied performance obligations at the end of the reporting period are
estimated to be recognised in the following periods:
208
275505-K
Group
Nominal
amount Assets Liabilities
2018 RM'000 RM'000 RM'000
Forward exchange
rate contracts (i) 14,100 - (167)
Fuel hedging contracts
(barrels) (ii) 8,800 - (388,384)
Foreign currency
hedging contracts (iii) 56,070 (311) -
Interest rate derivatives (iv) 530,694 8,969 -
Currency swap-i (v) 599,100 15,956 -
Profit rate swap-i (v) - (911)
Embedded derivatives 2,898,821 - (46,431)
24,614 (435,893)
Analysed as:
Current 17,559 (288,100)
Non-current 7,055 (147,793)
24,614 (435,893)
2017
Forward exchange
rate contracts (i) 10,700 - (346)
Fuel hedging contracts
(barrels) (ii) 6,750 234,378 -
Foreign currency
hedging contracts (iii) 123,926 - (2,185)
Interest rate derivatives (iv) 781,983 2,510 (1,078)
Currency swap-i (v) 174,000 - (1,614)
Profit rate swap-i (v) 474,500 - (3,038)
Coupon Exchange
Agreement (vi) 56,927,245 - (87,359)
Embedded derivatives 4,621,804 - (241,566)
236,888 (337,186)
Analysed as:
Current 206,857 (24,370)
Non-current 30,031 (312,816)
236,888 (337,186)
209
275505-K
Malaysian Aviation Group Berhad ("MAGB") hold swaps designated as hedge of highly
probable forecast fuel purchases to reduce the volatility of cash flows. The contracts are
intended to hedge the volatility of the purchase price of fuel for a period up to 36
months forward.
There were no highly probable transactions for which hedge accounting had previously
been used, which is no longer expected to occur.
The cash flow hedges of the highly probable forecast fuel purchases were assessed to
be highly effective and as at 31 December 2018, a net unrealised loss of
RM388,148,000 (2017: net unrealised gain of RM105,832,000) was included in other
comprehensive income in respect of these contracts.
The amount removed from other comprehensive income during the financial year and
included in profit or loss is gain of RM386,121,000 (2017: gain of RM57,821,000).
The terms of the forward currency contracts have been negotiated to match the terms
of the commitments. There were no highly probable transactions for which hedge
accounting had previously been used, which is no longer expected to occur.
210
275505-K
The cash flow hedges of the highly probable future payments denominated in foreign
currencies were assessed to be highly effective and as at 31 December 2018, a net
unrealised loss of RM4,868,000 (2017: net unrealised gain of RM22,262,000) was
included in other comprehensive income in respect of these contracts.
The amount removed from other comprehensive income during the financial year and
included in profit or loss is loss of RM7,030,000 (2017: loss of RM18,897,000).
As at 31 December 2018, MAGB has interest rate caps and swaps at contracted
interest rates varying between 2.1% to 3% (2017: 2.1% to 3.0%) per annum. The
contracts are intended to hedge the volatility of interest rates for up to maximum 80% of
the floating interest rate risk exposure of any financial year.
There were no highly probable transactions for which hedge accounting had previously
been used, which is no longer expected to occur.
The cash flow hedges of the highly probable forecast fuel purchases were assessed to
be highly effective and as at 31 December 2018, a net unrealised loss of RM4,010,000
(2017: net unrealised gain of RM2,291,000) was included in other comprehensive
income in respect of these contracts.
The amount removed from other comprehensive income during the financial year and
included in profit or loss is loss of RM476,000 (2017: loss of RM7,253,000).
UEM Sunrise (Australia) Sdn. Bhd.'s outstanding profit rate swap-i with notional amount
of RM438.4 million (2017: RM474.5 million) to hedge the profit rate risk arising from the
profit margin repayment on AUD150 million Commodity Murabahah Financing-i Facility.
UEM Sunrise (Australia) Sdn. Bhd.'s outstanding cross currency swap-i contract with
notional amount of RM160.7 million (2017: RM174.0 million) to convert the USD45
million Commodity Murabahah Financing-i Facility into AUD, which shall not exceed
AUD55 million.
211
275505-K
On 8 March 2013, LMS entered into a Coupon Exchange Agreement with Export-Import
Bank of Malaysia Berhad ("EXIM") whereby LMS' obligation in respect of payment of
interest and principal for tranche B of its syndicated term loan was swapped from IDR to
USD. The agreement was terminated following the refinancing of the syndicated term
loan.
Group
Note 2018 2017
RM'000 RM'000
(Restated)
212
275505-K
The components and movements of deferred tax liabilities and assets of the Group during the financial year are as follows:
Fair value
Accelerated adjustment Other
capital of land and Interest temporary
allowances building capitalised differences Total
Note RM'000 RM'000 RM'000 RM'000 RM'000
213
275505-K
Unutilised Khazanah
tax Bonds
losses and and
Provision unabsorbed Exchangeable Other
for capital Trust temporary
liabilities allowance Certificates differences Total
RM'000 RM'000 RM'000 RM'000 RM'000
214
275505-K
Deferred tax assets have not been recognised in respect of the following items:
Group
2018 2017
RM'000
RM'000 RM'000
Based on Budget 2019, business entities are allowed to carry forward unabsorbed losses
and unutilised capital allowances in a year of assessment for a maximum period of seven
years of assessment. Deferred tax assets have not been recognised due to the history of
losses in the Group's subsidiaries.
Group
Note 2018 2017 2016
RM'000
RM'000 RM'000 RM'000
(Restated) (Restated)
Cumulative property
development costs
At 1 January 7,541,983 6,617,516 5,766,896
Effect of adoption of
MFRS (1,762,024) (1,273,118) (985,000)
At 1 January (as restated) 5,779,959 5,344,398 4,781,896
Development costs incurred
during the year 1,475,778 2,110,310 1,784,082
Transfers from/(to)
- Land held for property
development 44 27,150 489,953 (111,560)
- Property, plant and
equipment 43 25,787 - 1,342
- Investment properties 45 (96,678) - -
- Inventories (903,251) (276,414) (205,256)
Foreign currency
translation (1,790) (14,972) 13,996
Reversal of costs arising
from completed projects (502,771) (1,873,316) (920,102)
At 31 December 5,804,184 5,779,959 5,344,398
215
275505-K
Group
2018 2017 2016
RM'000
RM'000 RM'000 RM'000
(Restated) (Restated)
Cumulative costs recognised in
statement of comprehensive
income
At 1 January (as reported) (4,492,951) (4,000,161) (3,419,815)
Effect of adoption of MFRS 1,231,295 510,464 883,348
At 1 January (as restated) (3,261,656) (3,489,697) (2,536,467)
Reversal of costs arising from
completed projects 502,771 1,873,316 920,102
Recognised during the year (1,225,529) (1,682,668) (1,851,539)
Foreign currency translation 11,453 37,393 (21,793)
At 31 December (3,972,961) (3,261,656) (3,489,697)
Group
2018 2017
RM'000
RM'000 RM'000
As at the reporting date, freehold land and related development expenditure of RM271.5
million (2017: RM263.2 million) is pledged as security for the borrowing facilities granted to a
subsidiary of the Group.
Group
2018 2017
RM'000
RM'000 RM'000
At cost:
Raw materials 62,446 54,091
Work-in-progress 26,795 72,624
Finished goods 39,917 49,556
Consumables 139,334 149,450
Catering and general stores 23,902 22,685
Property held for sale 597,392 715,125
Others 644,158 14,228
1,533,944 1,077,759
216
275505-K
Group
2018 2017
RM'000
RM'000 RM'000
2,156,720 1,345,094
* In accordance with the Development Agreement dated 16 June 2005 between Horizon
Hills Development Sdn. Bhd. ("Horizon Hills") and Nusajaya Greens Sdn. Bhd.
("NGSB"), Horizon Hills shall settle part of the purchase consideration of the golf course
land in the form of rights to club membership (golf and non-golf) which is to be issued
by Horizon Hills Resort Bhd, a wholly-owned subsidiary of Horizon Hills.
The cost of inventories and work-in-progress recognised as an expense during the year is
RM839.0 million (2017: RM799.3 million).
Group
Note 2018 2017 2016
RM'000
RM'000 RM'000
RM'000 RM'000
(Restated) (Restated)
217
275505-K
- The Group has no significant concentration of credit risk that may arise from
exposures to a single debtor or to groups of debtors.
2018 2017
RM'000 RM'000
Group
Neither past due nor impaired 1,396,219 368,510
1 to 30 days past due not impaired 196,336 160,834
31 to 60 days past due not impaired 92,770 73,128
More than 60 days past due not impaired 641,946 202,094
931,052 436,056
Impaired 588,011 413,674
2,915,282 1,218,240
Receivables that are neither past due nor impaired are creditworthy debtors with good
payment records with the Group.
The Group has trade receivables that are related to customers with good payment
records with the Group or those with ongoing transactions, progressive payments
and/or amounts owing by the Group.
The Group's trade receivables that are impaired are all individually impaired. There are
no impairment arising from collective impairment.
218
275505-K
Group
2018 2017
RM'000 RM'000
Group
Note 2018 2017 2016
RM'000
RM'000 RM'000 RM'000
(Restated) (Restated)
219
275505-K
The Group has no significant concentration of credit risk that may arise from exposures to a
single debtor or to groups of debtors.
(i) On 11 December 2000, UEM exercised the Put Option granted by Tan Sri Dato' Seri
Halim bin Saad ("TSHS"), a past director of the Company in 1998 in respect of the
Company's investment in UEM Land. The cost of shares plus holding cost on the
720,959,000 UEM Land shares ("Put Option Shares"), representing 31.0% of the paid-
up capital of UEM Land as at 11 December 2000 amounting to RM3,165.8 million
became the principal amount of debt due from TSHS and accrued interest at a rate of
9.4% per annum compounded semi-annually until full repayment.
On 12 September 2001, the Company announced that it had not received the second
instalment payment from TSHS and considered TSHS to have defaulted. The Put
Option agreement was terminated subsequently and a notice of termination was sent to
TSHS on 21 November 2001. Resulting from the termination of the Put Option
agreement, the Company retained the UEM Land shares and forfeited the RM100.0
million first instalment for its own account by way of set-off and in part satisfaction of its
claim for compensation. As TSHS had failed to repay the outstanding amount as
scheduled, full provision of RM2,316 million had been made on the net amount due
from TSHS.
(ii) The amount due from associates is unsecured, interest-free and is repayable on
demand.
220
275505-K
Group
2018 2017
RM'000
RM'000 RM'000
(a) Deposits amounting to RM50 million (2017: Nil) representing a deposit paid by a
subsidiary of UEM Sunrise for the subscription of shares in Mega Legacy (M) Sdn.
Bhd.
(b) Deposits amounting to RM10 million (2017: RM42 million) paid by subsidiaries of
UEM Sunrise for the acquisition and joint development of lands in Kuala Lumpur
and Selangor.
(c) An amount of RM22.9 million (2017: RM22.9 million) representing tax penalty paid
to IRB.
(d) PLUS BKSP Toll Limited's net carrying value of concession intangible assets of
RM131.1 million or INR2,212.1 million (2017: RM140.2 million or INR2,212.1
million) to be recovered through claim submitted to Maharashtra State Road
Development Corporation ("MSRDC") for premature termination of the Concession
Agreement with MSRDC. The amount had been fully impaired previously.
221
275505-K
Group
2018 2017
RM'000
RM'000 RM'000
Analysed as:
Non-current (Note 53) 5,955 -
Current 5,730,632 6,845,117
5,736,587 6,845,117
The range of interest rates and maturities of the term deposits as at 31 December 2018 is
disclosed in Note 67(c).
61. Borrowings
2018
222
275505-K
2018
2017
IMTN
The IMTN is secured by a first ranking charge over all of Prohawk's assets, rights,
interests and titles, including granting the right to the security agent to appoint a
substituted entity to take over the concession.
There are several series within the issue tranches, each with different tenure and
profit rate. The details of the IMTN issuance are as follows:
223
275505-K
2018
Islamic CP/MTN
Programme
Khazanah 26(c) & (d) 1,500,000 21,315,364 22,815,364
UEM Sunrise (a) 1,482,460 2,754,978 4,237,438
UEM Edgenta (b) 31,461 501,005 532,466
UGB (c) - 99,522 99,522
3,013,921 24,670,869 27,684,790
2017
Islamic CP/MTN
Programme
Khazanah 26(c) & (d) - 19,248,934 19,248,934
UEM Sunrise (a) 877,190 1,722,810 2,600,000
UEM Edgenta (b) - 301,691 301,691
UGB (c) - 99,400 99,400
877,190 21,372,835 22,250,025
The term loan and revolving credit facilities utilised by UEM Sunrise's
subsidiaries are subject to interest rates ranging from 3.82% to 5.59% (2017:
3.60% to 5.33%) per annum.
The facilities are secured by certain freehold land held for property
development and property development costs, as disclosed in Note 44.
224
275505-K
In year 2016, UEM Sunrise established its second Sukuk programme: Islamic
Commercial Paper Programme ("ICP Programme") and Islamic Medium
Term Notes Programme ("IMTN Programme") with a combined nominal value
of RM2.0 billion and a sub-limit on the ICP Programme of RM500.0 million in
nominal value. The ICP and IMTN Programmes have been assigned a rating
of MARC-1IS/AA-IS respectively.
225
275505-K
The proceeds from the issuance of ICP and IMTN are utilised by UEM Edgenta for
its Shariah-compliant general corporate purposes.
The weighted average interest rates for ICP and IMTN are 4.37% (2017: 4.33%)
and 4.85% (2017: 4.85%) respectively.
On 21 June 2012, UEM, through UGB, issued an IMTN Programme under the
Shariah Principle of Musharakah, with nominal amount of up to RM2.2 billion. On
the same day, UGB issued RM100.0 million IMTN at a discounted price of RM98.8
million.
The tenure of IMTN programme is 10 years and will be maturing on 21 June 2022.
The IMTN carries a fixed profit rate of 4.73% per annum.
The discount of RM1.2 million is amortised over the tenure of the IMTN at an
effective interest rate of 4.88% (2017: 4.88%) per annum. As at the reporting date,
the carrying value of the IMTN, taking into consideration the unamortised portion of
the discount, is as follows:
2018 2017
RM'000 RM'000
226
275505-K
2017
Secured:
CIMA (A) - 142,000 142,000
Other term loans and
payables (B) 961,904 6,953,074 7,914,978
Loan from
Government (C) 528,872 416,673 945,545
LMS (D) 87,841 2,423,407 2,511,248
Finance lease and
hire purchase payable (E) 3,893,465 463,588 4,357,053
Others (F) 13,443 309 13,752
5,485,525 10,399,051 15,884,576
Unsecured:
Other term loans and
payables (B) 7,734,364 4,767,888 12,502,252
Others (F) 1,167,070 - 1,167,070
8,901,434 4,767,888 13,669,322
Total 14,386,959 15,166,939 29,553,898
227
275505-K
In 2011, CIMA Group obtained a syndicated term loan facility to part finance its
plant expansion. The facility is secured by way of third party legal charge over land
of CIMA's subsidiary in Negeri Sembilan.
The term loan is subject to fixed interest rate of 5.25% (2017: 5.25%) per annum.
Included in the Group's term loans and payables are secured and unsecured term
loans with interest rates ranging from 1.3% to 10.76% (2017: 1.3% to 10.76%) per
annum and facility terms of 1 to 5 years.
Iskandar Investment Berhad ("IIB"), a subsidiary of the Group, was granted a term
loan facility of RM550 million from Ministry of Finance, Malaysia ("MoF"), to finance
the Legoland Themed Park Project. The term loan is secured by way of debenture
issued by IDR Assets Sdn. Bhd. ("IDRA"), and is subject to interest charge at
3.75% per annum. The interest for the first 48 months is to be capitalised to the
principal. The term loan including the capitalised interest is repayable from 2013 to
2026.
228
275505-K
In prior years, Themed Attractions And Resort Sdn. Bhd. ("TAR"), the holding
company of IDRA had undertake to complete the novation of the term loan by 31
December 2015 and assume the liability in relation to the said loan.
Due to certain unforeseen circumstances not within the control of IIB, the novation
was not completed. In August 2016, TAR issued a letter of undertaking ("LOU") to
IIB confirming that IIB will remain as a party to the MOF loan and TAR will continue
to indemnify IIB for any claims, actions as a party to the MoF loan. IIB shall not be
liable for any amount owing under the MOF loan and TAR will be fully responsible
for the payment and settlement of all the amounts owing under the MOF loan. With
this LOU, TAR has been released from its obligation to novate the MOF loan.
Accordingly, the MOF loan is classified based on the existing terms of the loan.
The unamortised borrowing costs eligible for capitalisation included in the term
loan is RM1,203,208 (2017: RM1,375,095).
The average interest rates are 10.76% (2017: 10.76%) for the portion of loan
without Standby Letter of Credit and 8.96% (2017: 8.96%) for the portion of loan
with Standby Letter of Credit.
The loan is secured pari passu and pro rata over all receivables, assets, escrow
account, shares issued, assignment of rights agreement and letter of undertaking
from UEM, shareholders of LMS and Mezzanine creditors.
229
275505-K
On August 10, 2018, LMS and a syndication of banks and financial institution
signed a new 15 years syndicated term loan facility agreement of IDR8,889,100
million which is divided into two tranches as follows:
(a) Tranche A amounting to IDR8,416,500 million for the full repayment of the
previous syndicated loan balance.
(b) Tranche B amounting to IDR472,600 million for the construction of access toll
road to Kertajati International Airport.
The applicable interest expense, payable quarterly, is based on the interest rates
on time deposits for a period of three months plus margins of 3.94%. The average
interest rates is 9.70% per annum for current year.
The loan is secured pari passu and pro rata over all receivables, assets, escrow
account, shares issued, assignment of rights agreement and letters of undertaking
from UEM, shareholders of LMS (which includes PEIB) and PT Astra Tol
Nusantara.
Group
2018 2017
RM'000 RM'000
230
275505-K
Finance leases and hire purchases are subject to a floating or fixed interest rate
ranging from 1.45% to 5.77% (2017: 1.76% to 9.97%) per annum.
Included in finance lease liabilities are leases of aircraft. Under the terms of the
finance lease, the Group has the option to buy the aircraft from the lessor at a
predetermined price.
In the event the lessee exercises the option to buy the aircraft at the purchase
option date, the purchase price comprises total sum of the purchase option price
and rent of the aircraft due and payable on the purchase option date.
The finance lease of the Group has tenure ranging between 5 to 12 years (2017: 5
to 12 years).
(F) Others
The revolving credit facilities bear interest at rates ranging from 2.08% to
5.59% (2017: 2.08% to 5.45%) per annum. Certain revolving credit facilities
are guaranteed by the Group and the Government of Malaysia.
The bank overdrafts bear interest at rates ranging from 7.74% to 8.60%
(2017: 7.49% to 8.35%) per annum. Certain bank overdrafts are secured by a
general lien over a subsidiary's assets and short term fixed deposits.
Group
2018 2017
RM'000 RM'000
Group
Note 2018 2017 2016
RM'000 RM'000 RM'000
(Restated) (Restated)
The payables are interest free and the normal trade credit terms granted to the Group range
from 30 days to 90days (2017: 30 days to 90 days).
(i) Sales in advance of carriage represents the value of unutilised passenger tickets and
cargo airway bills in respect of transportation services not yet rendered as at the
reporting date.
(ii) The amount due to associates is unsecured, interest free and is repayable on demand.
(iii) The amount due to related companies is unsecured, interest free and is repayable on
demand.
232
275505-K
(iv) The Group leases a majority of its aircraft and engines whereby under the terms of the
leases, these aircraft and engines are to be returned substantially in the original state
when they were leased. Provisions are made based on the estimated hours flown and
estimated costs of maintenance required. These estimates are based on past
experiences and are regularly reviewed to ensure they approximate actual costs.
2018 2017
Group RM'000 RM'000
All other balances of financial liabilities above are unsecured, interest free and are normally
settled on 30 to180 days (2017: 30 to 180 days) terms.
Group
Retirement Provision for
benefit service
Note obligation entitlements Total
RM'000 RM'000 RM'000
233
275505-K
64. Retirement benefit obligations and provision for service entitlements (cont'd.)
CIMA
The liabilities and costs relating to the benefit are provided by CIMA pursuant to the
Collective Agreement entered between CIMA and Cement Industry Employees’ Union.
Under the scheme, eligible employees are entitled to retirement benefits upon reaching
the retirement age of 60.
CIMA Group maintains a book reserve in respect of the liabilities based on the actuarial
valuation updated by an independent actuary on 31 December 2018. The retirement
plan is currently not funded and there are no physical assets set aside for the cost of
the benefits.
Edgenta UEMS Ltd (formerly known as UEM Solution Ltd), a subsidiary of UEMS Pte
Ltd, has a retirement plan covering all its regular employees who opted for defined
benefits plan. Benefits under the plan are based on the length of service and estimated
base pay at the time of retirement. The pension assets and liabilities are valued on
annual basis by independent actuarist.
The plan assets, comprising cash and cash equivalents, are deposited with the Bank of
Taiwan and are managed by the government of Taiwan. The plan assets do not have
quoted market prices in active market.
234
275505-K
64. Retirement benefit obligations and provision for service entitlements (cont'd.)
LMS operates an unfunded, defined benefit Retirement Benefit Scheme for its eligible
employees. Under the Scheme, eligible employees are entitled to retirement benefits on
attainment of the retirement age of 55, on medical incapacity or on death. The present
value of the defined benefit obligation was based on the actuarial valuation report by an
independent actuarist dated 31 January 2019.
TPTPL operates a defined benefit plan for its employees for gratuity. Under the gratuity
plan, every employee who has completed at least five years of service gets agratuity on
departure. The present value of defined benefit plan was based on the actuarial
valuation report by an actuarist dated 24 January 2019.
235
275505-K
Foreign
currency Fair value Cash flow Share Retirement
translation adjustment hedge option Capital Statutory benefit
reserve reserve reserve reserve reserve reserve reserve Others Total
Group RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Note (a) Note (b) Note (c) Note (d) Note (e) Note (g)
2018
At 1 January (as reported) 3,604,967 6,179,988 (522,600) (9,108) (174,557) 247,543 (2,280,395) (204,013) 6,841,825
Effect of adoption of MFRS 16,646 - (14,638) - - - - - 2,008
At 1 January (as restated) 3,621,613 6,179,988 (537,238) (9,108) (174,557) 247,543 (2,280,395) (204,013) 6,843,833
Foreign currency
translation differences
of foreign operations (244,120) - - - - - - - (244,120)
Net loss on fair value of
other comprehensive income - (2,394,624) - - - - - - (2,394,624)
Net loss on fair value of
cash flow hedges - - (595,475) - - - - - (595,475)
Share of other comprehensive
(loss)/income of associates
and joint ventures (562,096) (326,992) 123,101 - - - 58,074 - (707,913)
Actuarial loss on
retirement benefit plan - - - - - - (289) - (289)
Total other comprehensive
loss (806,216) (2,721,616) (472,374) - - - 57,785 - (3,942,421)
236
275505-K
Foreign
currency Fair value Cash flow Share Retirement
translation adjustment hedge option Capital Statutory benefit
reserve reserve reserve reserve reserve reserve reserve Others Total
Group (cont'd.) RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Note (a) Note (b) Note (c) Note (d) Note (e) Note (g)
2018 (cont'd.)
Transaction with owners
Disposal of subsidiaries - - - - - - - - -
Dilution of interest in
associates - - - - 86,419 - - - 86,419
Share of reserves of
associates and joint ventures - - - (1,229) (642,239) - - (2,530) (645,999)
Transfer to:
- disposal group held for sale - - - - - - - 56,597 56,597
- statutory reserve - - - - - (208,958) - - (208,958)
- general reserve - - - - - - - (502,032) (502,032)
Expiry of share options - - - - - - - - -
Share based payments - - - (28,773) - - - - (28,773)
Total transactions with
owners - - - (30,002) (555,820) (208,958) - (447,965) (1,242,746)
At 31 December 2,815,397 3,458,372 (1,009,612) (39,110) (730,377) 38,585 (2,222,610) (651,978) 1,658,666
237
275505-K
Foreign
currency Fair value Cash flow Share Retirement
translation adjustment hedge option Capital Statutory benefit
reserve reserve reserve reserve reserve reserve reserve Others Total
Group (cont'd.) RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Note (a) Note (b) Note (c) Note (d) Note (e) Note (g)
2017
At 1 January (as reported) 7,087,958 1,620,985 (196,810) (10,531) (233,753) 2,112,224 (1,993,200) (757,518) 7,629,355
Effect of adoption of MFRS - - - - - - - 2,009 2,009
At 1 January (as restated) 7,087,958 1,620,985 (196,810) (10,531) (233,753) 2,112,224 (1,993,200) (755,509) 7,631,364
Foreign currency
translation differences
of foreign operations (1,741,026) - - - - - - - (1,741,026)
Net gain on fair value of
other comprehensive
income - 4,515,617 - - - - - - 4,515,617
Net (loss)/gain on fair value of
cash flow hedges - - (403,318) - - - - 423,965 20,647
Share of other comprehensive
(loss)/income of associates
and joint ventures (1,698,342) - 77,528 - - - (290,262) - (1,911,076)
Actuarial gain on
retirement benefit plan - - - - - - 3,067 - 3,067
Total other comprehensive
income (3,439,368) 4,515,617 (325,790) - - - (287,195) 423,965 887,229
238
275505-K
Foreign
currency Fair value Cash flow Share Retirement
translation adjustment hedge option Capital Statutory benefit
reserve reserve reserve reserve reserve reserve reserve Others Total
Group (cont'd.) RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Note (a) Note (b) Note (c) Note (d) Note (e) Note (g)
2017 (cont'd.)
Transaction with owners
Disposal of subsidiaries - - - - (153) - - - (153)
Share of reserves of
associates and joint ventures - - - 1,999 59,349 - - - 61,348
Transfer to:
- disposal group held for sale - - - - - - - 45,213 45,213
- statutory reserve - - - - - (1,864,681) - - (1,864,681)
- general reserve - - - - - - - 84,089 84,089
Expiry of share options - - - (3,064) - - - - (3,064)
Share based payments - - - 2,488 - - - - 2,488
Total transactions with
owners - - - 1,423 59,196 (1,864,681) - 129,302 (1,674,760)
At 31 December (as restated) 3,648,590 6,136,602 (522,600) (9,108) (174,557) 247,543 (2,280,395) (202,242) 6,843,833
239
275505-K
(a) The foreign currency translation reserve represents exchange differences arising from
the translation of the financial statements of foreign operations whose functional
currencies are different from that of the Group's presentation currency.
(b) Fair value adjustment reserve represents the cumulative fair value changes, net of tax,
of fair value through other comprehensive income financial assets until they are
disposed of or impaired.
(c) The cash flow hedge reserve represents the cumulative effective portion of gains or
losses arising on change in fair value of hedging instruments entered into for cash flow
hedges. The cumulative gains or losses in fair value of cash flow hedges will be
reclassified to profit or loss only when the hedged transaction affects the profit or loss.
(d) Share option reserve represents the equity-settled share options granted to employees
of the Group. The reserve is made up of the cumulative value of services received from
employees recorded over the vesting period commencing from the grant date of equity-
settled share options.
(e) The statutory reserve of the Group is maintained in compliance with the requirements of
Bank Negara Malaysia. This reserve is not distributable as cash dividends.
(f) The capital redemption reserve relates to the capitalisation of retained profits arising
from the redemption of preference shares. With the introduction of the Companies Act,
2016 effective 31 January 2017, the balance within the capital redemption reserve
account has been transferred to the ordinary shares account.
(g) The retirement benefit reserve relates to the actuarial gain or losses for the defined
benefit plans of the Group.
(h) The capital contribution from the shareholders relates to contribution from the holding
company, where no repayment is expected.
Group
2018 2017 2016
Note RM'000 RM'000 RM'000
(Restated) (Restated)
Retirement benefit
obligation and provision
for employee entitlements 64 57,334 55,220 49,832
Government grants (i) 6,401 78,895 73,330
Insurance contract liabilities (ii) 3,724,329 2,784,003 2,730,293
Deferred liabilities and
income (iii) 2,008,169 1,922,273 1,672,922
Contract liabilities 53(iii) 291,116 298,078 310,193
Others 2,262,352 2,475,083 2,296,486
8,349,701 7,613,552 7,133,056
240
275505-K
Analysed as:
Current 63 55,326 20,648
Non-current 6,401 78,895
61,727 99,543
(i) Technology Development Cluster grant was given for the development of the
University Supported Technology Incubation Centre Project under the Seventh
Malaysian Plan.
(ii) The Research and Information Database Homepage ("RAIDAH") grant is for the
development of a technology database projects. The grant has been fully utilised
during the year.
MAVTRAC had ceased operations since 2014 and there was no utilisation of the
government grant since then. During the year, the unutilised grant was released to
profit or loss.
(iv) The Group was given a Government grant as funding for the development of
projects in the Iskandar Development Region ("IDR").
(v) A subsidiary of the Company, Blue Archipelago Berhad, was given a grant to fund
the implementation of the Integrated Aquaculture Shrimp Park Project.
(vi) A subsidiary of the Group, Xeraya Capital Sdn. Bhd. was given a grant for the
creation of the Mudharabah Innovation Fund ("MIF"). The MIF shall be invested in
the technology and life sciences sectors, focusing on venture and late stage high
potential growth funds or companies.
241
275505-K
(vii) Strategic Iskandar Fund was given to compensate Iskandar Malaysia Studios Sdn.
Bhd. ("IMS") and i2M Ventures Sdn. Bhd. both subsidiaries of the Group, for
operational expenses incurred.
(viii) Grant from Unit Kerjasama Awam Swasta ("UKAS") to fund IMS for the cost of
eligible capital expenditure.
Group
2018 2017
RM'000 RM'000
Gross
Life insurance and family takaful 2,581,250 2,433,496
General insurance and takaful 1,143,079 350,507
3,724,329 2,784,003
Reinsurance
Life insurance (184,623) (160,408)
General insurance (545) (1,171,509)
(185,168) (1,331,917)
Net
Life insurance and family takaful 2,396,627 2,273,088
General insurance and takaful 1,142,534 (821,002)
3,539,161 1,452,086
Deferred Deferred
liabilities income Total
RM'000 RM'000 RM'000
2018
242
275505-K
Deferred Deferred
liabilities income Total
RM'000 RM'000 RM'000
2017
Deferred lease rental income comprises lease rental income received in advance
from a third party upon the assignment of the lease, with respect to long term
leasehold land of a subsidiary, to the third parties. Deferred lease rental is
amortised on a straight line basis over the lease tenure period.
The Group is exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include equity price, fuel price, interest rate, foreign
currency, credit and liquidity risks. The Group has an approved set of guidelines and policies
as well as internal controls which set out its overall business strategies to manage these
risks. The Group's overall financial risk management objective is to enhance shareholders'
value through effective management of the Group's risks. Although this guiding principle and
objective is consistent throughout the Group, the Group consists of subsidiaries and
subsidiaries group with their own governing Boards that will apply and determine the
implementation of these policies in respect of each individual company.
The following sections provide details regarding the Group's exposure to the
abovementioned financial risks and the objectives, policies and processes for the
management of these risks.
243
275505-K
Equity price risk the risk that the fair value or future cash flows of the Group’s equity
instruments will fluctuate because of changes in equity prices (other than interest or
exchange rates).
The Group is exposed to equity price risk arising from its investment in quoted equity
instruments. The quoted equity instruments are designated as fair value through profit
or loss or available-for-sale financial assets.
The following table demonstrates the sensitivity to a reasonably possible change in the
equity price, with all other variables held constant, of the Group’s equity (due to
changes in the fair value of available-for-sale equity investments) and profit or loss (due
to changes in the fair value of equity investments designated at fair value through profit
or loss).
Effect on Effect on
equity profit or loss
RM'000 RM'000
Group
2018
2017
Fuel price risk is the risk that future cash flows of the Group's financial instruments will
fluctuate because of changes in market prices of fuel.
244
275505-K
The Group's earnings are affected by changes in the price of jet fuel, as a subsidiary of
the Group operates in the air transportation business which require a continuous supply
of fuel for its aircrafts. The Group manages this risk by using instruments such as
swaps and options designated as hedge of highly probable forecast fuel purchases to
reduce the volatility of cash flows. The Group's risk management strategy is to maintain
a competitive hedge with regards to its competitors. The Group's risk management
policy is to hedge up to 36 months forward with specified maximum and minimum
hedge coverage. The percentage is guided by both competitive hedge policy and
management's judgement.
As at 31 December 2018, the Group had entered into various fuel hedging transactions
for periods up to 31 December 2018 in lots totalling 8,800,000 (2017: 6,750,000)
barrels.
The fuel price sensitivity analysis is based on fuel hedging contracts that are still
outstanding as at the end of the financial year and unhedged fuel contracts. At the
reporting date, if fuel price increases or decreases, each by USD10 per barrel, the
effects are as follows:
Increase/(decrease)
2018 2017
Profit net Profit net
Equity of tax Equity of tax
Group RM'000 RM'000 RM'000 RM'000
Increase in USD10
per barrel (544,236) 907,634 224,329 48,641
Decrease in USD10
per barrel 544,236 (907,634) (224,329) (48,641)
Interest rate risk is the risk that the fair value or future cash flows of the Group’s
financial instruments will fluctuate because of changes in market interest rates.
The Group’s exposure to interest rate risk arises primarily from its loans and
borrowings.
245
275505-K
The Group actively manages its interest rate risk by maintaining a portfolio of financial
instruments, including derivatives guided by its investment guidelines and policies, and
regular reviews of its debt portfolio, interest rates and market expectations.
2018
2017
The weighted average interest/profit rates per annum and the average maturity on the
financial assets and financial liabilities as at 31 December were as follows:
Financial assets
2018 2017
Weighted Weighted
average Average average Average
interest maturity interest maturity
rates days rates days
% %
246
275505-K
Financial liabilities
2018 2017
Weighted Weighted
Average Average Average Average
interest maturity interest maturity
rates years rates years
% %
Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates.
The Group's exposure to foreign exchange risk arises mainly from borrowings,
operating revenues and expenses which are denominated in foreign currencies mainly
US Dollar ("USD"), Chinese Renminbi ("CNY") and Singapore Dollar ("SGD").
247
275505-K
Effect on
Group Changes in profit/(loss)
rate before tax
RM'000
2018
2017
Credit risk is the risk of loss that may arise on outstanding financial instruments should
a counterparty default on its obligations. The Group’s exposure to credit risk arises
primarily from trade and other receivables. For other financial assets (including
investment securities, cash and bank balances and derivatives), the Group minimise
credit risk by dealing exclusively with high credit rating counterparties.
Credit risk or the risk of counter parties defaulting is monitored and controlled by the
application of credit approval, limits and monitoring procedures. Credit risk is minimised
and monitored via strictly limiting the funding/borrowing to subsidiaries and associates.
248
275505-K
Credit evaluations are performed on all customers requiring credit over a certain
amount and strictly limiting the Group's associations to business partners with high
credit worthiness. Trade and other receivables are monitored on an ongoing basis.
Deposits with banks and other financial institutions and derivatives that are neither past
due nor impaired are placed with or entered with reputable financial institutions or
companies with no history of default.
At the reporting date, the Group's maximum exposure to credit risk is represented by
the carrying amount of each class of financial assets recognised on the balance sheet,
including derivatives with positive fair values.
Information regarding trade and other receivables that are neither past due nor impaired
is disclosed in Note 58 and Note 59, respectively. Deposits with banks and other
financial institutions, investment securities and derivatives that are neither past due nor
impaired are placed with or entered into with reputable financial institutions or
companies with high credit ratings and no history of default.
Liquidity risk is the risk that the Group will encounter difficulties in meeting their financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to
liquidity risk arises primarily from mismatches of the maturities of financial assets and
liabilities.
The Group actively manages its debt maturity profile, operating cash flows and the
availability of funding so as to ensure that all refinancing, repayment and funding needs
are met. As part of its overall prudent liquidity management, the Group endeavours to
maintain sufficient level of cash or cash convertible investments to meet its working
capital requirements.
249
275505-K
The table below summarises the maturity profile of the Group’s financial liabilities based
on contractual undiscounted repayment obligations.
On demand More
or within 1 to 5 than
one year years 5 years Total
RM'000 RM'000 RM'000 RM'000
2018
Financial liabilities
Trade payables 2,725,414 - - 2,725,414
Other liabilities 1,027,839 858,973 2,680,075 4,566,887
Borrowings 11,516,759 27,823,215 22,184,830 61,524,804
Derivative liabilities 7,055 147,793 - 154,848
Total undiscounted
financial liabilities 15,277,067 28,829,981 24,864,905 68,971,953
2017
Financial liabilities
Trade payables 2,648,796 - - 2,648,796
Other liabilities 1,257,758 705,017 2,183,247 4,146,022
Borrowings 18,756,095 33,258,550 30,585,132 82,599,777
Derivative liabilities 24,370 312,816 - 337,186
Total undiscounted
financial liabilities 22,687,019 34,276,383 32,768,379 89,731,781
250
275505-K
(a) Fair value of financial instruments by classes that are not carried at fair value and
whose carrying amounts are not reasonable approximation of fair value
Group
Carrying
amount Fair value
RM'000 RM'000
2018
Financial assets
Financial liabilities
2017
Financial assets
Financial liabilities
* Fair value information has not been disclosed for the Group's investment in equity
instruments that are carried at cost because fair value cannot be determined
reliably. These equity instruments represent ordinary shares in companies that are
not quoted on any market and does not have any comparable industry peer that is
quoted. In addition, the variability in the range of reasonable fair value estimates
derived from valuation technique is significant.
251
275505-K
The carrying amount of these financial assets and liabilities are reasonable
approximation of fair value due to either their short term nature or they are
repayable on demand.
(iii) Financial assets designated as fair value through profit and loss
The fair value of unquoted bonds and structured products are based on the
indicative fair values obtained from Bondweb, Bloomberg and/or respective
licensed banks.
The fair value of loans receivable are estimated by discounting the estimated
future cash flows using current interest rates for financial assets with similar risk
profile.
The fair value of embedded derivatives are valued using the Binomial model with
market observable inputs. The model incorporates various inputs including closing
market prices of underlying shares, foreign exchange spot rates and market
interest rates.
252
275505-K
(vi) Derivatives
Forward currency contracts and interest rate swap contracts are valued using a
valuation technique with market observable inputs. The most frequently applied
valuation techniques include forward pricing and swap models, using present value
calculations. The models incorporate various inputs including the credit quality of
counterparties, foreign exchange spot and forward rates and interest rate curves.
The carrying amount of the current portion of loans and borrowings is reasonable
approximations of fair value due to the insignificant impact of discounting.
The fair value of non-current loans and borrowings, other than floating rate
instruments, are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of borrowing at the reporting date.
The Group uses the following hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs that have a significant effect on the
recorded fair value are observable, either directly or indirectly;
Level 3: techniques that use inputs that have a significant effect on the recorded fair
value that are not based on observable market data.
253
275505-K
Financial assets
Financial assets
designated as
fair value through
profit or loss
- Shares 12,082,175 11,153,761 928,414 -
- Bonds 1,591,490 448,278 1,143,212 -
- Funds 599,600 407,927 191,673 -
Financial assets
designated as
fair value through
other comprehensive
income
- Shares 19,196,770 18,101,338 212,432 883,000
- Bonds 1,146,236 328,558 817,678 -
- Funds - - - -
Derivative assets 24,614 - 24,614 -
Financial liability
Derivative liabilities 435,893 - 435,893 -
Assets
Interest in associates
- Quoted shares 42,490,957 79,287,938 - -
Investment
properties 3,044,449 - - 8,365,644
Liability
Borrowings 32,559,776 - 33,057,839 -
254
275505-K
Financial assets
Financial assets
designated as
fair value through
profit or loss
- Shares 14,286,234 13,756,008 530,226 -
- Bonds 1,499,217 430,032 1,069,185 -
- Funds 907,712 366,617 541,095 -
Financial assets
designated as
fair value through
other comprehensive
income
- Shares 17,760,068 11,539,956 5,337,112 883,000
- Bonds 1,490,996 716,772 774,224 -
- Funds 31,169 31,169 - -
Derivative assets 236,888 - 236,888 -
Financial liability
Derivative liabilities 337,186 - 337,186 -
Assets
Interest in associates
- Quoted shares 40,317,758 94,770,158 - -
Investment
properties 2,801,461 - - 9,123,927
Liability
Borrowings 30,850,062 - 31,371,651 -
255
275505-K
During the year, there were no transfers between Level 1 and Level 2 fair value
measurements.
Discount for lack of marketability represents the amounts that the Group has
determined that market participants would take into account when pricing the
instruments.
256
275505-K
31 December 2018
Financial assets
Financial assets designated as fair
designated as fair value through other
Amortised value through comprehensive
cost profit or loss income Total
RM'000 RM'000 RM'000 RM'000
Financial assets
Financial liabilities
designated as fair value Financial liabilities
through profit or loss at amortised cost Total
RM'000 RM'000 RM'000
Financial liabilities
257
275505-K
31 December 2017
Financial assets
Financial assets designated as fair
designated as fair value through other
Amortised value through comprehensive
cost profit or loss income Total
RM'000 RM'000 RM'000 RM'000
Financial assets
Financial liabilities
designated as fair value Financial liabilities
through profit or loss at amortised cost Total
RM'000 RM'000 RM'000
Financial liabilities
258
275505-K
The primary objective of the Group’s capital management is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and maximise
shareholder value.
The Group regularly reviews and manages its capital structure and makes adjustments to it,
in light of changes in economic conditions. To maintain or adjust the capital structure, the
Group may adjust the dividend payment to shareholders, return capital to shareholders or
issue new shares.
No changes were made in the objectives, policies or processes in regards to the Group’s
management of its capital structure during the financial years ended 31 December 2018 and
31 December 2017.
Certain subsidiaries of the Group are subject to externally imposed capital requirements.
This externally imposed capital requirement has been complied with by those subsidiaries for
the financial years ended 31 December 2018 and 31 December 2017.
The Group monitors capital using a gearing ratio, which is defined as net debt divided by
total capital. The Group’s policy is to keep the gearing ratio below two and a half times. The
Group includes within net debt, loans and borrowings less cash and bank balances. Capital
represents equity attributable to the owners of the Group.
Although this guiding principle and objective is consistent throughout the Group, the Group
consists of subsidiaries and subsidiaries groups' with their own governing Boards and
management that will apply different key measurements for its capital structure
management including gearing ratio.
Group
Note 2018 2017
RM'000 RM'000
259
275505-K
71. Commitments
Analysed as follows:
Property, plant and equipment and land held
for property development 5,600,496 5,619,694
Investments 29,763 96,437
Others - 274,293
5,630,259 5,990,424
Group
2018 2017
RM'000 RM'000
As lessor
Due within 1 year 308,647 342,941
Due within 1 year and not later than 5 years 141,355 157,061
Due after 5 years 94,931 105,479
As lessee
Due within 1 year 2,221,765 689,557
Due within 1 year and not later than 5 years 7,475,446 2,366,985
Due after 5 years 8,875,022 6,090,627
In 2006, the Group entered into two non-cancellable leasing agreements with third
parties to lease two aircrafts. These leases expire in 2020 and have a purchase option
in 2018. The aircrafts were subleased to a subsidiary.
260
275505-K
Group
2018 2017
RM'000 RM'000
(i) The Company's SPV, Aur Ventures Sdn. Bhd. ("Aur") entered into an Investment
Management Agreement ("IMA") with Yayasan Hasanah ("YH"), where it guarantees
the followings:
(a) a minimum return of no less than the amount required by YH based on YH's
annual budget as approved by the Board of Trustees of YH, subject to a maximum
limit of RM150 million per annum; and
(b) the invested capital of RM3 billion for such period of time until the termination of
the IMA
Following the disappearance of flight MH370, next-of-kin of the passengers are entitled
to receive compensation for the losses they suffered. The compensation amounts
payable to the next-of-kin of the passengers will be fully covered by the MAS’s aviation
liability insurance policy and will be determinable upon submission and verification of
the losses suffered by the respective next-of-kin.
As at 31 December 2018, MAS has concluded close to 50% of claims by the next-of-
kin. Claims filed in court in relation to flight MH370 will be resolved via the legal
process.
These compensation amounts payable are not expected to have significant impact to
MAS’s results in the financial statements as any future claims (including legal cases) or
compensation payable to the next-of-kin of the passengers will also be fully covered by
MAS's aviation liability insurance policies.
261
275505-K
Following the catastrophic loss of flight MH17, next-of-kin of the passengers are entitled
to receive compensation for the losses they suffered. The compensation amounts
payable to the next-of-kin of the passengers will be fully covered by MAS’s aviation
liability insurance policy and will be determinable upon submission and verification of
the losses suffered by the respective next-of-kin. As at 31 December 2018, MAS has
concluded close to 90% of claims by the next-of-kin. Claims filed in court in relation to
flight MH17 will be resolved via the legal process.
These compensation amounts payable are not expected to have significant impact to
MAS’s results in the financial statements as any future claims (including legal cases) or
compensation payable to the next-of-kin of the passengers will also be fully covered by
MAS's aviation liability insurance policies.
(c) On 11 November 2012, the Company instituted a claim against Silkways Cargo Service
Ltd ("Silkways") (a former General Sales Agent of the Company) pursuant to a Side
Letter dated 1 March 2009 to a general sales agency agreement (cargo) dated 1 March
2009 made between the Company and Silkways. The claim was for the sum of
USD150,000 plus interest of USD13,125 for the shortage of cargo sale for the period
from March 2011 to February 2012 as Silkways was supposed to achieve a total sale of
USD8,500,000 but Silkways only achieved a total sale of USD5,155,000.
On 15 November 2012 the Company filed an additional claim against Silkways for the
sum of approximately BDT262,244,000 for, among others, losses suffered in
connection with cargo sales, passenger ticket sales, goodwill losses, and loss of
business.
There was no update in the case from prior year. As MAS is still waiting for decision by
the court, therefore it is not practicable to state the timing of any payment.
262
275505-K
In year 2014, a third party commenced an action against a subsidiary of the Group,
Iskandar Harta Holdings Sdn Bhd ("IHHSB"), claiming for wrongful breach of the terms
under a Lease Purchase Agreement (“LPA”) dated 28 November 2011 regarding the
sale of a land lease by IHHSB to the said party. The estimated payout is RM87,393,000
should the action be successful.
On 7 August 2017, the learned Judge dismissed the Plaintiff’s claims against IHHSB.
On 11 August 2017, the Plaintiff filed Notice of Application for Stay of Execution and
Notice of Appeal against the High Court decision. At the date of this report, the Court
held in favor of IHH.
(e) On 10 February 2009, a legal proceeding was filed in the Court of Qatar ("CoQ") by the
Director General of the Public Works Authority (Plaintiff) against Persons International
Ltd. ("the 1st Defendant"), UEM ("the 2nd Defendant") and the Qatar Insurance
Company ("the 3rd defendant").
The legal action requested for a ruling to render the defendants jointly liable to settle in
its benefit the amount of QR878.3 million (approximately RM978.2 million) as material
and moral damage for the losses incurred as per the reasons detailed in the initiatory
pleading, along with preserving the right of plaintiff to indemnity for delay in the project
and any other damages. The claims were amended to QR1,147.9 million
(approximately RM1,278.4 million) on 23 February 2009.
The solicitors in Qatar have indicated that UEM has sufficient grounds in defending the
action. UEM filed the short memorial of defense, together with a counter claim of
QR855.6 million (approximately RM952.9 million) on 15 October 2009. On 29
December 2011, the counter claim was amended to QR1,165.6 million (approximately
RM1,278.4 million).
On 9 January 2014, the CoQ passed a preliminary decision disputing a panel of experts
to examine the matter, which was subsequently formed. On 17 March 2015, the CoQ
granted UEM's request to replace one of the accounting experts with a quantity survey
expert.
263
275505-K
(e) (cont'd.)
Subsequent to the submission of the report and exhibits by the experts in November
and December 2016, the Plaintiff and the defendants filed memorial with comments on
the expert's findings. At the 14 March 2017 hearing, the experts submitted their
supplementary report. All parties submitted their comments on the supplementary
report on 30 March 2017. Further comments on the supplementary report were
submitted on 11 April 2017. The Court scheduled the judgment on 27 April 2017.
At the 27 April 2017 hearing, the CoQ decided that the case requires essential
documents, which had not been submitted by the parties in order for the Court to reach
a verdict. Accordingly, the CoQ decided to re-open the case for further deliberation.
Following the submission of documents by the Plaintiff and the defendants in May and
June 2017, the CoQ gave an oral judgment on 21 June 2017. The written judgement
received provides the breakdown of the amount awarded to UEM of QR208.2 million
(approximately RM231.9 million), as well as the amount awarded to Plaintiff of QR147.3
million (approximately RM164.0 million), of which an amount of QR73.6 million
(approximately RM82.0 million) is adjudged against UEM. The net amount awarded to
UEM was QR134.6 million (approximately RM149.9 million).
(f) The Plaintiff, the 1st Defendant and UEM had separately filed appeal against the CoQ's
verdict. On 15 October 2017, the Court of Appeal ("CoA") decided to consolidate all the
three appeals. On 7 January 2018, the Plaintiff, UEM and the 3rd Defendant submitted
their memorandum. The CoA adjourned the proceedings until 19 March 2018 for
consolidating the case file from the CoQ.
(g) In March 2013, the Group had given a Letter of Undertakings to PT Bank Central Asia
TBK, the Security Agent for LMS' syndicated term loan, to finance any cash
deficiencies, costs overruns and to ensure the construction for the CPTR is completed.
The Group agreed and undertook to finance and fund any cash deficiency required by
LMS in relation to the CPTR Project so that LMS is able to promptly perform its
obligation under the syndicated term loan facility. The undertaking remains effective up
until June 2022, being 7 years from the Commercial Operation Date.
Besides, PEIB, together with the other shareholder of LMS, have also entered into a
Keep Well Agreement with Deutsche Bank AG, Jakarta Branch ("DB Jakarta"), MEXIM
and LMS on 8 March 2013, whereby each shareholder jointly and severally agreed to
indemnify MEXIM and DB Jakarta for any shortfall or failure to settle any outstanding
amount due, including net settlement amount under the Coupon Exchange Agreement.
No provision has been recognised on the potential obligations arising from the above
undertakings, as the possibility of crystalisation is uncertain and the amount of the
possible obligations cannot be measured with sufficient reliability.
264
275505-K
(h) On 25 July 2017, UEM Land, a wholly-owned subsidiary of UEM Sunrise, was served
with the claim filed by Impresive Circuit Sdn Bhd and 1 other ('the Plaintiffs") in relation
to shares held in Setia Haruman ("the 1st Defendant") ("the Claim"). UEM Land is cited
as the 9th Defendant in the Claim.
(a) a declaration that the 2nd to the 9th Defendants respectively had managed and
conducted the affairs of the 1st Defendant and/or exercised their powers
oppressively and/or disregarded and/or acted in a manner unfairly prejudicial to the
interest of the Plaintiffs as members of Setia Haruman pursuant to Section 346 of
the Companies Act 2016; and
(b) an order that the 2nd to the 9th Defendants do jointly and/or severally purchase
the 750,000 ordinary shares of Setia Haruman owned or held by Impresive Circuit
Sdn Bhd at such price and on such terms as shall be determined by the
Honourable Court.
On 25 April 2018, UEM Land had succesffuly applied to strike out Datuk Kasi A/L K.L.
Palaniappan ("Datuk Kasi"), the First Plaintiff in the suit, as a party in the Claim. The
remaining Plaintiff in the suit, Impressive Circuit Sdn Bhd, sucessfully added two other
Defendents in the suit namely Menara Embun Sdn. Bhd. and Modern Eden Sdn. Bhd.
On 20 June 2018, Datuk Kasi and the 2nd-6th Defendents have respectively filed their
appeal to the CoA against the High Court's decision in allowing the 7th-9th Defendants
striking Out and Misjoinder application, striking Datuk Kasi out as a party. The 2nd-6th
Defendants are appealing against the dismissal of their application to strike themselves
out as parties to the action by High Court.
UEM Land denies allegations made by the Plaintiffs and will be vigrously defending the
Claim and is seeking advice from its solicitors to that end. Based on the foregoing at
this juncture, the Claim has no material financial and operational impact to the Group.
The solicitor is of the view that UEM Land has a reasonably good chance of success in
defending the Plaintiff's case against UEM Land.
265
275505-K
(i) The Group currently has 30 active Carbon Development Mechanism ("CDM") projects
which have been registered with the United Nations Framework Convention on Climate
Change ("UNFCCC"). The Group has contractual responsibilities that need to be
fulfilled as the appointed consultant of the CDM projects. These include management of
validation process as required by UNFCCC, implementation of the monitoring plan i.e.
steps required to monitor the data of emission and marketing emission reduction credit
to potential purchasers. Failure to fulfil any of the contractual responsibilities may lead
to potential proceedings from the contract counterparty. However, as the Certified
Emission Reductions ("CERs") market is currently unattractive, the Directors are of the
opinion that it is highly unlikely that clients will request for the services to be provided as
per the contract. The Group is currently in the process of renegotiating the terms of the
contracts.
The following are the significant events of the Group during the financial year ended 31
December 2018:
On 17 August 2018, the Group via Burau Ventures Sdn. Bhd. (a subsidiary held through
Pasir Kalong Investments Limited) entered into Share Purchase Agreement with Bupa
International Markets Limited ("Bupa") for the disposal of its entire equity interest in
Acibadem for a total cash consideration of USD176,580,302 equivalent to
RM724,120,496. The disposal exercise was completed on 31 December 2018.
Accordingly, Acibadem ceased to be subsidiary of the Group on 31 December 2018.
With effect from 1 July 2018, pursuant to the requirements under Sections 16 and 286
of the Islamic Financial Services Act 2013, Sun Life Takaful Malysia ("SLMT") had
surrendered its composite takaful license and was granted a Family Takaful license by
the Minister of Finance to carry on its Family Takaful business. Accordingly, SLMT had
ceased to underwrite any new general takaful business.
266
275505-K
In March 2018, the Company via a special purpose company, Pulau Memutik Ventures
Sdn. Bhd. has signed a share sale and purchase agreement for the acquisition of 100%
interest in Prince Court Medical Centre ("PCMC") from Petronas Hartabina Sdn Bhd.
The Company also entered into a term sheet for a collaboration agreement with IHH
Healthcare Berhad ("IHH") for shared services support and operational improvement
initiatives at PCMC. Accordingly, IHH will be given a right of first offer to acquire PCMC
during a pre-agreed period.
(d) A subsidiary, Iskandar Innovations Sdn Bhd, has entered into a tenancy agreement on
15 December 2017, with Menara Burj Sdn Bhd, a related party of the associate, to rent
the units identified as LG001-LG010 (Lower Ground Floor), GF001-GF002 (Ground
Floor), FF001B, FF001, FF005-FF011 and FF006-1 (First Floor) Seri Medini measuring
approximately 39,541.81sq.ft. in total located at No.7, Persiaran Ledang Heights,
Iskandar Puteri, Johor for a period of three years from 1 January 2018 to 31 December
2020 and pursuant to the terms of the tenancy agreement a 3-year’s rental advance of
RM3,492,973 was paid accordingly.
(e) IIB on 8 January 2018 has entered into a tenancy agreement with Medini Pulse Sdn
Bhd, a related party, to rent Levels 18 and 19, Wing A, Medini 9, Medini Iskandar
Malaysia, 79250 Iskandar Puteri, Johor measuring approximately 25,685.59 square feet
for a period of three years. The tentative commencement date is 1 April 2018 subject to
the issuance of the Certificate of Completion and Compliance. Pursuant to the terms of
the tenancy agreement a 3-year’s rental advance of RM3,217,645 was paid
accordingly.
267
275505-K
The following are the significant subsequent events of the Group after the financial year
ended 31 December 2018:
On 25 January 2019, MAG Group enteres into a Settlement Agreement with MAS and
MASkargo wherein both parties agreed to fully and finally settle MAG Group's identified net
claims, issues, differences and disputes in all jurisdiction in respect of the intercompany
transactions up to 31 December 2018. The settlement involves MAS and MASkargo paying
MAG Group RM70,371,505 and Penerbangan Malaysia Berhad RM29,628,495 totalling
RM100,000,000.
Malaysia Airports (Sepang) Sdn Bhd, a wholly owned subsidiary of the Company, has been
served by the solicitors of AirAsia Berhad (AAB) and AirAsia X Berhad (AAX) with a copy of
its letter dated 31 January 2019 (the Letter).The Letter alleged, amongst others, AAX and
AAB have suffered losses and damages amounting to RM479,781,000. The letter further
stated that notice therefore given to Malaysia Airports (Sepang) Sdn Bhd that mediation shall
be convened pursuant to Section 74 of the Malaysian Aviation Commission Act, 2015.
On 4 January 2019 and 16 January 2019, Iskandar Investment Berhad has subscribed
7.25% RPS of Medini Compass Sdn Bhd of RM15,000,000 and RM10,000,000, respectively.
268
275505-K
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision-maker.
The Directors are of the opinion that all inter-segment transactions have been entered into in
the normal course of business and have been established on terms and conditions that are
not materially different from those obtainable in transactions with unrelated parties.
No segment information by geographical area has been presented as the Group operates
predominantly in Malaysia.
269
275505-K
2018
RESULTS
Operating profit/(loss) (5,225) 665 (41) (194) (3,710) (337) (75) 3,064 - (5,853) - (5,853)
Finance cost (2,353) (375) (20) - (394) (60) (3) (47) - (3,252) - (3,252)
Share of results from associates
and joint venture 1,280 (62) (4) - 2 (5) 9 28 - 1,248 1,248
Profit/(loss) before tax (6,298) 227 (65) (194) (4,102) (402) (69) 3,045 - (7,857) - (7,857)
Taxation (249) (190) - (21) (21) (7) (2) 17 - (473) (473)
Profit/(loss) after tax (6,547) 37 (65) (215) (4,123) (409) (71) 3,062 - (8,330) (8,330)
Profit from discontinued
operations, net of taxation - - - (321) - - - - - (321) (321)
Non controlling interests - (9) 2 (71) (4) 57 1 (1) - (25) (25)
Net profit/(loss) for the year (6,547) 28 (63) (607) (4,127) (352) (70) 3,061 - (8,676) - (8,676)
Segment liabilities 55,922 13,963 801 2,897 24,008 2,242 142 (2,186) - 97,790 - 97,790
Consolidated total liabilities 55,922 13,963 801 2,897 24,008 2,242 142 (2,186) - 97,790 - 97,790
270
275505-K
2017
RESULTS
Operating profit/(loss) (2,252) 1,398 (32) 228 - (180) (45) 5,649 - 4,766 - 4,766
Finance cost (1,929) (471) (20) - (514) (41) (5) (31) - (3,011) - (3,011)
Share of results from
associates and joint venture 6,756 13 4 - 5 (4) 8 29 - 6,811 - 6,811
Profit/(loss) before tax 2,575 940 (48) 228 (509) (225) (42) 5,647 - 8,566 - 8,566
Taxation (88) (153) (5) (46) (15) (4) (1) (11) - (323) (323)
Profit/(loss) after tax 2,487 787 (53) 182 (524) (229) (43) 5,636 - 8,243 - 8,243
Profit from discontinued
operations, net of taxation - - - - - - - - - - - -
Non controlling interests - (168) 9 - (2) 24 - (78) - (215) - (215)
Net profit/(loss) for the year 2,487 619 (44) 182 (526) (205) (43) 5,558 - 8,028 - 8,028
Segment liabilities 51,010 14,815 1,117 3,414 20,540 1,716 224 752 - 93,588 194 93,782
Consolidated total liabilities 51,010 14,815 1,117 3,414 20,540 1,716 224 752 - 93,588 194 93,782
271
275505-K
The following comparatives of the Group for statement of financial position for the financial year ended 31 December 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2.
Group
Non-current assets
Property, plant and equipment 15,214,459 - - - 15,214,459
Land held for property development 3,939,786 - 1,182,641 - 5,122,427
Investment properties 2,801,461 - - - 2,801,461
Concession intangible assets 3,862,903 - - - 3,862,903
Goodwill on consolidation 1,922,871 - - - 1,922,871
Other intangible assets 986,775 - - - 986,775
Interest in associates 71,087,317 (1,268) - - 71,086,049
Interest in joint ventures 5,354,782 (416,862) 3,419 - 4,941,339
Other non-current financial investments 35,406,935 - - 15,619 35,422,554
Other non-current assets 1,900,818 - 1,222,844 - 3,123,662
Derivative assets 30,031 - - - 30,031
Deferred tax assets 542,329 - 15,207 32 557,568
Total non-current assets 143,050,467 (418,130) 2,424,111 15,651 145,072,099
272
275505-K
The following comparatives of the Group for statement of financial position for the financial year ended 31 December 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2. (cont'd.)
Group
Current assets
Property development-in-progress 3,049,032 - (530,729) - 2,518,303
Inventories and work-in-progress 1,345,094 - - - 1,345,094
Trade receivables 3,596,090 (27,030) (2,229,584) 11,829 1,351,305
Other receivables 5,488,588 - (252,480) (2,162) 5,233,946
Tax recoverable 131,575 - - - 131,575
Derivative assets 206,857 - - - 206,857
Other current financial investments 1,885,516 - - - 1,885,516
Cash and bank balances 6,845,117 - - - 6,845,117
22,547,869 (27,030) (3,012,793) 9,667 19,517,713
273
275505-K
The following comparatives of the Group for statement of financial position for the financial year ended 31 December 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2. (cont'd.)
Group
Current liabilities
Borrowings 18,577,607 - - - 18,577,607
Trade payables 2,930,291 - (281,495) - 2,648,796
Other current liabilities 11,082,451 - (89,107) - 10,993,344
Tax payable 43,415 - (35,328) - 8,087
Derivative liabilities 24,370 - - - 24,370
32,658,134 - (405,930) - 32,252,204
Liabilities of disposal group classified
as held for sale 194,279 - - - 194,279
32,852,413 - (405,930) - 32,446,483
Non-current liabilities
Borrowings 52,725,665 - - - 52,725,665
Other non-current liabilities 7,751,464 - (137,902) (10) 7,613,552
Deferred tax liabilities 676,571 - 3,542 3,581 683,694
Derivative liabilities 312,816 - - - 312,816
61,466,516 - (134,360) 3,571 61,335,727
274
275505-K
The following comparatives of the Group for statement of financial position for the financial year ended 31 December 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2. (cont'd.)
Group
275
275505-K
The following comparatives of the Group for the statement of financial position for the financial year ended 1 January 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2.
Group
Non-current assets
Property, plant and equipment 16,891,547 - - - 16,891,547
Land held for property development 4,785,908 - 630,182 - 5,416,090
Investment properties 2,774,900 - - - 2,774,900
Concession intangible assets 4,371,732 - - - 4,371,732
Goodwill on consolidation 2,186,617 - - - 2,186,617
Other intangible assets 941,975 - - - 941,975
Interest in associates 70,683,600 (445,160) 1,763 - 70,240,203
Interest in joint ventures 4,084,144 - (7,397) - 4,076,747
Other non-current financial investments 30,747,910 - - 16,450 30,764,360
Other non-current assets 3,234,630 - 957,327 - 4,191,957
Derivative assets 5,599 - - - 5,599
Deferred tax assets 610,555 - (15,583) - 594,972
Total non-current assets 141,319,117 (445,160) 1,566,292 16,450 142,456,699
276
275505-K
The following comparatives of the Group for the statement of financial position for the financial year ended 1 January 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2. (cont'd.)
Group
Current assets
Property development-in-progress 2,617,355 - (762,654) - 1,854,701
Inventories and work-in-progress 1,152,004 - - - 1,152,004
Trade receivables 3,249,156 - (1,283,448) (29,642) 1,936,066
Other receivables 5,180,485 - - - 5,180,485
Tax recoverable 112,824 - - - 112,824
Derivative assets 153,618 - - - 153,618
Other current financial investments 1,086,864 - - - 1,086,864
Cash and bank balances 9,323,631 - - - 9,323,631
22,875,937 - (2,046,102) (29,642) 20,800,193
277
275505-K
The following comparatives of the Group for the statement of financial position for the financial year ended 1 January 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2. (cont'd.)
Group
Current liabilities
Borrowings 18,814,644 - - - 18,814,644
Trade payables 2,629,708 - (236,986) - 2,392,722
Other current liabilities 14,558,196 - (94,022) - 14,464,174
Tax payable 113,180 - (38,018) - 75,162
Derivative liabilities 3,505 - - - 3,505
36,119,233 - (369,026) - 35,750,207
Liabilities of disposal group classified
as held for sale 791,132 - - - 791,132
36,910,365 - (369,026) - 36,541,339
Non-current liabilities
Borrowings 54,235,285 - - - 54,235,285
Other non-current liabilities 7,337,263 - (204,207) - 7,133,056
Deferred tax liabilities 641,676 - 16,063 - 657,739
Derivative liabilities 612,857 - - - 612,857
62,827,081 - (188,144) - 62,638,937
278
275505-K
The following comparatives of the Group for the statement of financial position for the financial year ended 1 January 2017 have been adjusted as
a result of adoption of MFRS Framework as disclosed in Note 2.2. (cont'd.)
Group
279
275505-K
The following comparatives of the Group for the statement of comprehensive income for the financial year ended 31 December 2017 have been
adjusted as a result of adoption of MFRS Framework as disclosed in Note 2.2.
280
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation.
281
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
282
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
283
275505-K
The impact of the changes in accounting policies on the financial statements as a result of the transition to MFRS are as follows. Certain
comparatives have also been restated to conform with the current year presentation. (cont'd.)
Financial liabilities
At amortised cost
- Embedded derivatives 506,368 - 506,368 - -
- Periodic Payment Exchangeable Trust Certificates 5,332,621 - - 5,332,621 -
- Islamic Medium Term Notes
- Danga 11,301,896 - - 11,301,896 -
- RACB 6,058,775 - - 6,058,775 -
- Ihsan Sukuk 102,285 - - 102,285 -
- Term loans - unsecured 2,552,132 - - 2,552,132 -
25,854,077 - 506,368 25,347,709 -
284
275505-K
285
275505-K
286
275505-K
Iskandar Capital Sdn. Bhd. Malaysia 15.3 15.3 Equity method Investment holding
287
275505-K
288
275505-K
289
275505-K
290
275505-K
291
275505-K
292
275505-K
293
275505-K
Studios Film Office Sdn. Bhd. Malaysia 100.0 100.0 - - Film production
(fka Mount Cecil Ventures services
Sdn. Bhd.)
294
275505-K
295
275505-K
296
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
CIMB Group Holdings Malaysia 26.8 27.3 Equity method Investment holding,
Berhad * management
company, property
management, provision
of consultancy
services and dealing in
securities
Malaysia Airports Holdings Malaysia 33.2 33.2 Equity method Investment holding
Berhad
297
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Pulau Kapas Ventures Malaysia 30.0 30.0 Equity method Investment holding
Sdn. Bhd. *
TIME dotCom Berhad * ^ Malaysia 11.2 11.2 Equity method Investment holding,
provision of
management and
marketing/promotional
services and retailing
of telecommunications
products
* Subsidiaries and associates not audited by member firms of Ernst & Young Global.
# SPV set up for investment or funding purposes, which are consolidated in the proforma financial
statements of the Company as disclosed in Note 19(b).
^ The Company has a total of 20.8% shareholding in TIME dotCom Berhad, comprising 11.4% held
via the Company and 9.4% held by Pulau Kapas Ventures Sdn. Bhd.
298
275505-K
Other than the subsidiaries, associates and joint venture of the Company as listed in Note 78, the
subsidiaries and associates of the Group are as listed below:
(i) Subsidiaries, associates and joint ventures of UEM Group Berhad ("UEM"), are disclosed in Note
79(A).
(ii) Subsidiaries of Malaysian Airline System Berhad ("MAS"), are disclosed in Note 79(B).
(iii) Subsidiaries and associates of Malaysia Aviation Group Berhad ("MAGB"), are disclosed in Note
79(C).
(iv) Subsidiaries, associates and joint ventures of Iskandar Investment Berhad ("IIB"), are disclosed in
Note 79(D).
(v) Subsidiaries, associates and joint ventures of Themed Attractions Resorts & Hotels Sdn. Bhd.
("TARHSB"), are disclosed in Note 79(E).
(vi) Subsidiary of Malaysian Technology Development Corporation ("MTDC"), are disclosed in Note 79(F).
(vii) Other subsidiaries, associates and joint ventures of the Group are disclosed in Note 79(G).
UEM Sunrise Berhad Malaysia 66.1 66.1 33.9 33.9 Investment holding
("UEM Sunrise")
299
275505-K
UEM Edgenta Berhad Malaysia 69.1 69.1 30.9 30.9 Investment holding and
("UEM Edgenta") provision of management
services to its subsidiaries
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Associate of UEM
300
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
PLUS Malaysia Berhad Malaysia 51.0 51.0 Equity method Investment holding and
("PLUS Malaysia") x provision of expressway
operation services
UEM – Sabah Economic Unincorporated 70.0 70.0 Equity method Construction and
Development x engineering works
UEM – Essar Projects Unincorporated 51.0 51.0 Equity method Construction and
Limited x extension of roads
Subsidiaries of PEIB
301
275505-K
PT Lintas Marga Sedaya Indonesia 55.0 55.0 45.0 45.0 Undertake the design,
("LMS") construction,
management, financing,
operation, maintenance
and toll collection of the
116-754 kilometre
Cikampek Palimanan Toll
Road ("CPTR") in
Indonesia
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Jetpur Somnath Tollways India 64.4 64.4 Equity method Ceased operations
Private Limited ("JSTPL") //
PLUS BKSP Toll India 94.1 94.1 5.9 5.9 Ceased operations
Limited *## α
302
275505-K
Trichy Padalur Tollways India 74.0 74.0 26.0 26.0 Undertake construction,
Private Limited operation, maintenance
("TPTPL") α and toll collection of the
four laning and
strengthening of Padalur-
Trichy Highway section
from KM285 to KM325 of
NH-45 in the state of
Tamil Nadu, India, on
Build, Operate and
Transfer basis
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Uniquest Infra Ventures India 80.1 80.1 Equity method Developing, owning and
Private Limited xαt managing road
infrastructure projects in
India
303
275505-K
Khalghat Sendhwa India 80.1 80.1 19.9 19.9 Undertake the design,
Tollways Private engineering, finance,
Limited αt construction, operation
and maintenance of
Khalghat-MP/Maharashtra
Border Section on NH-3
from Km84.700 to
Km167.500 in the State of
Madhya Pradesh under
NHDP Phase IIIA through
a concession on Build,
Operate and Transfer
(BOT) basis
Teras Teknologi Malaysia 51.0 51.0 49.0 49.0 Investment holding and
Sdn. Bhd. engaged in supply,
installation and
maintenance of toll
systems and equipment
for expressway projects
PLUS Helicopter Services Malaysia 51.0 51.0 49.0 49.0 Provision of helicopter
Sdn. Bhd. charter services and aerial
surveillance of
expressways
304
275505-K
Lebuhraya Pantai Timur Malaysia 51.0 51.0 49.0 49.0 Provision of operations,
2 Sdn. Bhd. maintenance and toll
collection of the East
Coast Expressway Phase
2
UEM Land Berhad Malaysia 66.1 66.1 33.9 33.9 Property development,
("UEM Land") property investment, project
procument and
management and strategic
investment holding
Nusajaya Resort Malaysia 66.1 66.1 33.9 33.9 Operator of the East
Sdn. Bhd. Ledang Clubhouse
Sunrise Berhad Malaysia 66.1 66.1 33.9 33.9 Property development and
("Sunrise") investment holding
UEM Sunrise (Australia) Malaysia 66.1 66.1 33.9 33.9 Investment holding
Sdn. Bhd.
305
275505-K
UEM Sunrise (Canada) Malaysia 66.1 66.1 33.9 33.9 Investment holding,
Sdn. Bhd. property development
and general trading
UEM Sunrise Properties Malaysia 66.1 66.1 33.9 33.9 Investment holding,
Sdn. Bhd. property development
and general trading
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
UEM Sunrise Edgenta Malaysia 68.2 68.2 Equity method Investment holding and
TMS Sdn. Bhd. β management of real estate
Nusajaya Lifestyle Malaysia 36.4 36.4 Equity method Property and real estate
Sdn. Bhd. x development, management
and property management
Nusajaya Premier Malaysia 52.9 52.9 Equity method Property development and
Sdn. Bhd. x investment holding
Desaru South Course Malaysia 33.7 33.7 Equity method Property development
Residences Sdn. Bhd.
("DSCR") x
306
275505-K
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Desaru North Course Malaysia 33.7 33.7 Equity method Property development
Residences Sdn. Bhd.
("DNCR") x
Desaru South Course Malaysia 33.7 33.7 Equity method Property development
Land Sdn. Bhd.
("DSCL") x
Finwares Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Investment holding
Fleet Group Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Investment holding
307
275505-K
Marina Management Malaysia 66.1 66.1 33.9 33.9 Marina management and
Sdn. Bhd. property management
Mahisa Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property developer and
undertaking construction
and turnkey development
contracts
Marak Unggul Sdn. Bhd. Malaysia 33.1 33.1 66.9 66.9 Dormant
Nusajaya Medical Park Malaysia 66.1 66.1 33.9 33.9 Construct, manage and/or
Sdn. Bhd. * operate specialised
buildings for long term
lease and property
development
UEM Sunrise Nusantara Malaysia 66.1 66.1 33.9 33.9 Investment holding
Sdn. Bhd.
UEM Sunrise Overseas Malaysia 66.1 66.1 33.9 33.9 Investment holding
Corporation Sdn. Bhd.
308
275505-K
UEM Sunrise Pacific Malaysia 66.1 66.1 33.9 33.9 Investment holding
Sdn. Bhd.
UEM Sunrise Ventures Malaysia 66.1 66.1 33.9 33.9 Investment holding
Sdn. Bhd.
Aura Muhibah Sdn. Bhd. Malaysia 39.7 39.7 60.3 60.3 Property development
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Inneonusa Sdn. Bhd. * Malaysia 25.8 25.8 Equity method Provision of information
communication technology
309
275505-K
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Cahaya Jauhar Malaysia 39.7 39.7 Equity method Undertake the turnkey
Sdn. Bhd. X design and build contract
for the development of the
Johor State New
Administrative Centre (now
known as Kota Iskandar)
and State Government
Staff Housing in Iskandar
Puteri, Johor, and
provision of facilities
maintenance and
management services
Gerbang Leisure Park Malaysia 33.1 33.1 Equity method Property development
Sdn. Bhd. *
Haute Property Sdn. Bhd. * Malaysia 26.4 26.4 Equity method Property development and
property marketing
Nusajaya Consolidated Malaysia 33.1 33.1 Equity method Property development and
Sdn. Bhd.* related activities
Nusajaya Tech Park Malaysia 26.4 26.4 Equity method Property development
Sdn. Bhd.
FASTrack Iskandar Malaysia 19.8 19.8 Equity method Property development and
Sdn. Bhd. to develop, construct,
operate and manage
motorsport city with
related facilities and
services
310
275505-K
CJ Capital Sdn. Bhd. Malaysia 39.7 39.7 60.3 60.3 Special purpose vehicle
solely to undertake the
issuance of Sukuk
Murabahah and any other
activities incidental to its
function as a special
purpose vehicle
in relation to the Sukuk
Murabahah
CJ Bina Maju Sdn. Bhd. Malaysia 39.7 39.7 60.3 60.3 Development of
government projects
and provision of
facilities maintenance
and management
311
275505-K
Horizon Hills Resort Malaysia 33.1 33.1 66.9 66.9 Proprietor of a club and
Berhad management of a golf
course
Horizon Hills Property Malaysia 33.1 33.1 66.9 66.9 Property management
Services Sdn. Bhd. and maintenance
services
Clear Dynamic Sdn. Bhd.* Malaysia 33.1 33.1 66.9 66.9 Hospitality and related
services
Subsidiaries of BND
Nusajaya Industrial Park Malaysia 66.1 66.1 33.9 33.9 Property development
Sdn. Bhd.
Nusajaya Gardens Malaysia 66.1 66.1 33.9 33.9 Land trading and
Sdn. Bhd. investment holding
Nusajaya Rise Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property development,
land trading and
investment holding
312
275505-K
Nusajaya Seaview Malaysia 66.1 66.1 33.9 33.9 Land trading and
Sdn. Bhd. investment holding
P.T. Bias Permata Indonesia 66.1 66.1 33.9 33.9 Investment holding
Subsidiary of UEM Sunrise Overseas Corporation Sdn. Bhd.
UEM Sunrise South Africa South Africa 66.1 66.1 33.9 33.9 Investment holding
(Pty) Ltd. *
Roc-Union (Proprietary) South Africa 53.1 53.1 46.9 46.9 Investment holding
Limited *
Rocpoint (Proprietary) South Africa 53.1 53.1 46.9 46.9 Acquisition and
Limited * development of land
313
275505-K
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Durban Point Development South Africa 26.6 26.6 Equity method Property development
Company (Proprietary)
Limited
Subsidiaries of Sunrise
Arcoris Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property investment and
development
Ascot Assets Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property development
Aston Star Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property investment,
development and
construction
Aurora Tower at KLCC Malaysia 66.1 66.1 33.9 33.9 Property development
Sdn. Bhd.
Ibarat Duta Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property development
Laser Tower Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property development
Lembah Suria Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property development
314
275505-K
Lucky Bright Star Malaysia 66.1 66.1 33.9 33.9 Property investment and
Sdn. Bhd. development
Milik Harta Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property development
New Planet Trading Malaysia 66.1 66.1 33.9 33.9 Property investment and
Sdn. Bhd. development
SCM Property Services Malaysia 66.1 66.1 33.9 33.9 Provision of property
Sdn. Bhd. management services
Sun Victory Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Property investment and
development
315
275505-K
Sunrise Hospitality and Malaysia 66.1 66.1 33.9 33.9 Provision of ancillary
Leisure Sdn. Bhd. services to property
related projects
Sunrise Oscar Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Investment holding
Sunrise Overseas Malaysia 66.1 66.1 33.9 33.9 Investment holding and
Corporation Sdn. Bhd. provision of management
services
Sunrise Project Services Malaysia 66.1 66.1 33.9 33.9 Property development and
Sdn. Bhd. project management for
property development
projects
316
275505-K
Sunrise International The Cayman 66.1 66.1 33.9 33.9 Investment holding
Development Ltd Islands
Sunrise Overseas (S) Singapore 66.1 66.1 33.9 33.9 Promotion and
Pte Ltd. management services
relating to Sunrise Group's
properties
Sunrise MS Pte Ltd. Singapore 66.1 66.1 33.9 33.9 Provision of consultancy,
advisory and technical
services in relation to
project development
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Sime Darby Sunrise Malaysia 33.1 33.1 Equity method Property development
Development Sdn.
Bhd.*αt
317
275505-K
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Sunrise MCL Land Malaysia 33.1 33.1 Equity method Property development and
Sdn. Bhd.* property investment
UEM Sunrise (Land) Australia 66.1 66.1 33.9 33.9 Holding and financing
Pty Ltd company
UEM Sunrise Australia 66.1 66.1 33.9 33.9 Holding and financing
(Developments) Pty Ltd company
UEM Sunrise (Mackenzie Australia 66.1 66.1 33.9 33.9 Trustee company
Street) Pty Ltd
UEM Sunrise (Mackenzie Australia 66.1 66.1 33.9 33.9 Landowning entity
Street) Unit Trust
UEM Sunrise (La Trobe Australia 66.1 66.1 33.9 33.9 Trustee company
Street) Pty Ltd
UEM Sunrise (La Trobe Australia 66.1 66.1 33.9 33.9 Landowning entity
Street) Unit Trust
UEM Sunrise (St Kilda Australia 66.1 66.1 33.9 33.9 Trustee company
Road) Pty Ltd
UEM Sunrise (St Kilda Australia 66.1 66.1 33.9 33.9 Landowning entity
Road) Unit Trust
318
275505-K
UEM Sunrise (Mackenzie Australia 66.1 66.1 33.9 33.9 Development company
Street Development)
Pty Ltd
UEM Sunrise (La Trobe Australia 66.1 66.1 33.9 33.9 Development company
Street Development)
Pty Ltd
UEM Sunrise (St Kilda Australia 66.1 66.1 33.9 33.9 Development company
Road Development)
Pty Ltd
Nusajaya DCS Malaysia 66.1 66.1 33.9 33.9 Provison of cooling plant
Sdn. Bhd. facility services
319
275505-K
Puteri Harbour Malaysia 66.1 66.1 33.9 33.9 Own and operate a
Convention Centre convention centre
Sdn. Bhd.
UEM Sunrise Nusajaya Malaysia 66.1 66.1 33.9 33.9 Property investment
Properties Sdn. Bhd.
UEM Sunrise (Canada) Canada 66.1 66.1 33.9 33.9 Real estate acquisition
Development Ltd. and development
UEM Sunrise Nusajaya Malaysia 66.1 66.1 33.9 33.9 Property management
Property Services services
Sdn. Bhd.
UEM Sunrise Project Malaysia 66.1 66.1 33.9 33.9 Property management for
Services Sdn. Bhd. property development
Sunrise DCS Sdn. Bhd. Malaysia 66.1 66.1 33.9 33.9 Provision of cooling plant
facility services
Sunrise Holdings S.àr.l. The Grand 66.1 66.1 33.9 33.9 Investment holding
Duchy of
Luxembourg
320
275505-K
Canada Sunrise Canada 66.1 66.1 33.9 33.9 Property investment and
Development Corp. * development
Canada Sunrise Canada 66.1 66.1 33.9 33.9 Property investment and
Developments development
(Richmond) Limited *
0757422 B.C. Ltd* Canada 66.1 66.1 33.9 33.9 Property investment and
development
Intria Bina Sdn. Bhd. Malaysia 100.0 100.0 - - Civil engineering and
construction works
Hoto Stainless Steel Malaysia 97.9 97.9 2.1 2.1 Manufacturing and sale of
Industries Sdn. Bhd. stainless steel pipes
Pati Sdn. Bhd. ("PATI") Malaysia 100.0 100.0 - - Civil engineering works
and building construction
321
275505-K
UEMB – MRCB JV Malaysia 51.0 51.0 49.0 49.0 Master contractor for the
Sdn. Bhd. execution of engineering
and construction works
UEMB - Najcom JV Unincorporated 65.0 65.0 35.0 35.0 Master contractor for the
execution of engineering
and construction works
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
322
275505-K
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Shimizu – Nishimatsu - Unincorporated 20.0 20.0 Equity method Water transfer tunnel and
UEMB – IJM JV related works for Pahang-
Selangor Raw Water
Transfer project
Subsidiaries of UEMC
UEMC - PPES Works Unincorporated 70.0 70.0 30.0 30.0 Design and build for
(Sarawak) Sdn. Bhd. JV Hospital Lawas project
323
275505-K
Country of Effective
Name incorporation/ interest~
principal place 2018 2017 Accounting Principal activities
of business % % model applied
Associate of UEMC
Samsung C&T Malaysia 40.0 40.0 Equity method Civil engineering works
Corporation UEM and building construction
Construction JV Sdn. Bhd.
UEMC – Bina Puri JV x Unincorporated 60.0 60.0 Equity method Design, construction,
completion, testing,
commissioning and
maintenance of main
terminal building, satellite
building, sky bridge and
piers
Subsidiaries of UEMM
324
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Road Builder (M) Unincorporated 50.0 50.0 Equity method Construction and
Sdn. Bhd. – PATI extension of roads
Sdn. Bhd. JV
325
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Subsidiaries of CIMA
Kuad Sdn. Bhd. Malaysia 70.0 70.0 30.0 30.0 Quarrying business and its
related activities
Kuari Pati Sdn. Bhd. Malaysia 100.0 100.0 - - Quarrying business and its
related activities
Matang Pagar Sdn. Bhd. Malaysia 80.0 80.0 20.0 20.0 Quarrying business and its
related activities
326
275505-K
Pati Bukit Perak Malaysia 100.0 100.0 - - Quarrying business and its
Sdn. Bhd. related activities
Pati Nilai Quarry Malaysia 70.0 70.0 30.0 30.0 Quarrying business and its
Sdn. Bhd. related activities
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Semenyih Quarry Malaysia 40.0 40.0 Equity method Quarrying business and its
Sdn. Bhd. * related activities
327
275505-K
Opus Group Berhad Malaysia 69.1 69.1 30.9 30.9 Investment holding
("Opus")
Edgenta Propel Berhad Malaysia 69.1 69.1 30.9 30.9 Maintenance and repair of
("Edgenta Propel") civil, mechanical and
electrical works of roads,
infrastructure and
expressways and industrial
cleaning services
Edgenta Environmental & Malaysia 69.1 69.1 30.9 30.9 Geotechnical investigation,
Material Testing Sdn. Bhd. instrumentation and
pavement condition
assessment works
Faber Hotels Holdings Malaysia 69.1 69.1 30.9 30.9 Investment holding
Sdn. Bhd.
328
275505-K
Edgenta Facilities Malaysia 69.1 69.1 30.9 30.9 Investment holding and
Sdn. Bhd. provision of integrated
facilities management
services
Edgenta Energy Services Malaysia 48.4 48.4 51.6 51.6 Energy performance
Sdn. Bhd. management services
Edgenta Energy Projects Malaysia 69.1 69.1 30.9 30.9 Providing energy
Sdn. Bhd. management services and
renewable energy
services through capital
investments
Edgenta Township Malaysia 69.1 69.1 30.9 30.9 Investment holding and
Management Services management of real
Sdn. Bhd. estate
KFM Holdings Sdn. Bhd. Malaysia 55.3 55.3 44.7 44.7 Cleaning contractors,
improvers and other
related activities
Sate Yaki Sdn. Bhd. Malaysia 41.5 41.5 58.5 58.5 In liquidation
329
275505-K
Subsidiaries of Opus
Builders Credit & Leasing Malaysia 69.1 69.1 30.9 30.9 Investment holding
Sdn. Bhd.
International Business British Virgin 69.1 69.1 30.9 30.9 Investment holding
Link, Inc Islands
Opus International New Zealand 69.1 69.1 30.9 30.9 Investment holding
(NZ) Limited
Opus International (M) Malaysia 69.1 69.1 30.9 30.9 Management of the
Berhad ("OIM") planning, design and
construction of
infrastructure projects
and provision of
facilities management
services
Subsidiaries of OIM
330
275505-K
Opus International India India 69.1 69.1 30.9 30.9 Provision of asset
Pte Ltd * development and asset
management services
Opus Al-Dauliyyah LLC ** Kingdom of 69.1 69.1 30.9 30.9 Engineering consultancy
Saudi Arabia services
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Associate of OIM
Opus Consultants (M) Malaysia 20.7 20.7 Equity method Engineering consultancy
Sdn. Bhd. (fka Ace services
Vector Sdn. Bhd.) *
Aquatrans Sdn. Bhd. Malaysia 69.1 69.1 30.9 30.9 Undertaking of water
projects
331
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Country View Malaysia 69.1 69.1 30.9 30.9 Property development and
Development provision of facilities
Sdn. Bhd. management services
Faber Union Sdn. Bhd. Malaysia 69.1 69.1 30.9 30.9 Property development
332
275505-K
Subsidiaries of EMS
Fresh Linen Services Malaysia 41.5 41.5 58.5 58.5 Provision of laundry
(Sabah) Sdn. Bhd. processing activities
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
One Medicare Sdn. Bhd.* Malaysia 27.7 27.7 Equity method Provision of hospital
support services
333
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Sedafiat Sdn. Bhd.* Malaysia 27.7 27.7 Equity method Provision of hospital
support services
General Field Sdn. Bhd. Malaysia 69.1 69.1 30.9 30.9 Provision of energy
performance
management services
Faber Star Facilities India 69.1 69.1 30.9 30.9 Facilities management in
Management Limited * India
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
334
275505-K
UEM Sunrise Edgenta Malaysia 68.2 68.2 31.8 31.8 Investment holding and
TMS Sdn Bhd β management of real estate
Edgenta TMS Sdn. Bhd. Malaysia 33.4 33.4 66.6 66.6 Management of real estate
KFM Projects Sdn. Bhd. Malaysia 55.3 55.3 44.7 44.7 Project management
consulting services
KFM Systems Sdn. Bhd. Malaysia 55.3 55.3 44.7 44.7 Consulting and contractor
for building management
systems for the built
environment
KFM Solutions Sdn. Bhd. Malaysia 55.3 55.3 44.7 44.7 Consultancy services in
green, smart and
connected urban ecology
and integrated facilty
management services
KFM Energy Services Malaysia 55.3 55.3 44.7 44.7 Provision of consultancy
Sdn. Bhd. and other services relating
to conservation and
renewable energy
Veridis PPP One Malaysia 55.3 55.3 44.7 44.7 Concession holder
Sdn. Bhd. specialising in retrofitting
works of building utilising
green technology
335
275505-K
Operon Middle East British Virgin 55.3 55.3 44.7 44.7 Facilities management and
Limited Islands buildings cleaning services
KFM Middle East British Virgin 38.7 38.7 61.3 61.3 Dormant
Limited * Islands
Operon Asset Advisory Malaysia 19.0 19.0 81.0 81.0 Asset management
Sdn. Bhd. * consulting services
UEMS Pte Ltd Singapore 67.4 67.4 32.6 32.6 Investment holding
Asia Facility Solutions Singapore 69.1 69.1 30.9 30.9 In members' voluntary
Pte Ltd * liquidation
UEMS Solutions Pte Ltd Singapore 67.4 67.4 32.6 32.6 Provision of facility
management services
336
275505-K
UEMS Solutions Ltd Taiwan 67.4 67.4 32.6 32.6 Provision of facility
management services
UEMS ServiceCorp Ltd Taiwan 67.4 67.4 32.6 32.6 Provision of cleaning and
consulting services for
business enterprises,
buildings and home
service to individuals
337
275505-K
338
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Puncak Vista Sdn. Bhd. Malaysia 30.0 30.0 Equity method Under compulsory
liquidation
Mekar Idaman Sdn Bhd * Malaysia 45.0 45.0 Equity method Liquidation by Court
UEM MMC Joint Venture Malaysia 50.0 50.0 Equity method Investment holding and
Sdn. Bhd. provision of expressway
operation services for Pan
Borneo Sabah project
339
275505-K
t For the purpose of applying the equity method of accounting for associate and joint ventures with
financial year end other than 31 December, the last audited financial statements available and the
management financial statements to the end of the accounting period of the associate and joint
ventures have been used.
x Deemed to be joint ventures of the Group pursuant to FRS 11 : Joint Arrangements as the parties
involved are undertaking economic activities that are subject to joint control.
// The Group has a total of 64.4% shareholding in JSTPL, comprising 26.0% held via PEIB and 38.4%
held via Uniquest.
## The Group has a total of 94.1% shareholding in PLUS BKSP comprising 0.1% held by PEIB and
94.0% held by PLUS Kalyan (Mauritius) Private Limited, a wholly-owned subsidiary of PEIB.
β The Group has a total of 68.2% shareholding in UEM Sunrise Edgenta TMS Sdn Bhd, comprising
19.8% held by UEM Sunrise and 48.4% held by Edgenta Township Management Services Sdn Bhd.
< Some of the shares in the company are held in trust by individuals.
++ The Group has a total of 76.3% shareholding in Preferred Resources Sdn Bhd comprising 30.0% held
via UEM Builders and 46.3% held via BND.
340
275505-K
m The non-controlling shareholders assign all their rights to the dividend to UEMC.
Ω The Group has a total of 60.0% shareholding in UEM Builders – Ansalapi Contracts Pvt Ltd
comprising 50.0% held via UEM (Mauritius) Co Ltd and 10.0% held via UE Development India Pvt Ltd.
& The Group had a total of 55.7% shareholding in Opus Consultants DMCC in previous year, comprising
21.1% held by Opus IC and 34.6% held by OIM.
ø Opus International North American Principals Inc. P.S was incorporated on 2 February 2015 and had
stock buy-sell agreements with Opus IC, giving Opus IC 100% accounting control over Opus
International North America Principals Inc. P.S.
v The Group had a total of 27.3% shareholding in Opus Middle East LLC in previous year, comprising
10.4% held by Opus IC and 16.9% held by OIM.
@ The Group has a total of 69.1% shareholdings in Edgenta Mediserve Sdn Bhd, comprising 39.4% held
by Edgenta Healthcare Management Sdn Bhd and 29.7% held by UEM Edgenta.
^ The Group holds 100.0% of the equity in UEM Al-Dauliyyah LLC, comprising 90.0% held by UEM
International (West Asia) Sdn Bhd and 10.0% held directly by UEM.
** The Group holds 69.1% of the equity in Opus Al-Dauliyyah LLC, comprising 65.7% held directly by
OIM and 3.4% held by Opus Management Sdn Bhd.
є Previously a subsidiary.
Subsidiaries
341
275505-K
Subsidiaries (cont'd.)
342
275505-K
Subsidiaries (cont'd.)
^^ On 25 May 2015, MASkargo Sdn. Bhd. was placed under Administration pursuant to the MAS Act.
Subsidiaries of MAGB
343
275505-K
FlyFirefly Sdn. Bhd. Malaysia 100.0 100.0 - - Air transportation and the
("Firefly") provision of related
services
MAB Kargo Sdn. Bhd. Malaysia 100.0 100.0 - - Other cargo holding
activities
MAB Leasing Limited Malaysia 100.0 100.0 - - To carry on business of
purchase, sale, lease,
obtaining lease financing
and refinancing of
commercial aircraft
MASwings Sdn. Bhd. Malaysia 100.0 100.0 - - Air transportation and the
provision of related
services
Hijrah Biru Sdn. Bhd. Malaysia 100.0 100.0 - - Air transportation and the
provision of related
services
344
275505-K
MAS Aero Services Malaysia 51.0 51.0 49.0 49.0 Provision of laundry and
Sdn. Bhd. cleaning related services
MAS Awana Services Malaysia 60.0 60.0 40.0 40.0 Provision of catering and
Sdn. Bhd. cabin handling services
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Associates of MAGB
345
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Brahim's SATS Food Malaysia 30.0 30.0 Equity method Carry on airline catering
Service Sdn Bhd related services
Pan Asia Pacific Aviation Hong Kong 24.0 24.0 Equity method Provision of aircraft
Services Limited maintainence services
("PAPAS")
Taj Madras Flight Kitchen India 20.0 20.0 Equity method Inflight catering of food
Limited ("Taj Madras") and beverage
Subsidiaries of IIB
Iskandar Coast Sdn. Bhd. Malaysia 80.0 80.0 20.0 20.0 Investment holding and
("ICSB") property development
346
275505-K
Medini Land Sdn. Bhd. Malaysia 100.0 100.0 - - Property and investment
holding
Iskandar Capital Sdn. Malaysia 55.4 55.4 44.6 44.6 Investment holding
Bhd. ("IskCap")
Subsidiary of ICSB
River Retreat Sdn. Bhd. Malaysia 80.0 80.0 20.0 20.0 Property development and
investment
347
275505-K
Subsidiaries of IDMS
Subsidiary of IHHSB
Subsidiaries of EIMSB
348
275505-K
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Associates of IIB
Jasmine Acres Sdn. Bhd. Malaysia 33.3 33.3 Equity method Investment holding
("JASB")
Inneonusa Sdn Bhd Malaysia 10.0 10.0 Equity method Management services
("ISB")
Medini Iskandar Malaysia Malaysia 20.0 20.0 Equity method Property investment
Sdn. Bhd. holding and the provision
of construction services
ѡ All the companies are audited by Ernst & Young, Malaysia except that marked "ѡ", which is audited by
a member firm of Ernst & Young Global in Singapore.
349
275505-K
Subsidiaries of TARHSB
Rakan Riang Sdn. Bhd. Malaysia 80.0 80.0 20.0 20.0 Own and operate KidZania
educational and
entertainment facility
Rakan Riang Pte Ltd.^ Singapore 80.0 80.0 20.0 20.0 Own and operate
KidZania educational
and entertainment
facility
350
275505-K
TAR LBC Sdn. Bhd. Malaysia 100.0 100.0 - - Own and operate Thomas
Town attraction
TAR PH Sdn. Bhd. Malaysia 100.0 100.0 - - Own and operate Hotel Jen
TAR Kittown Sdn. Bhd. Malaysia 100.0 100.0 - - Own and operate Sanrio
Hello Kitty Town attraction
351
275505-K
IDR Resorts Sdn. Bhd. Malaysia 80.0 80.0 20.0 20.0 Investment holding
and provision of
management services
352
275505-K
IDR Assets Sdn. Bhd. Malaysia 80.0 80.0 20.0 20.0 Own and lease assets
of Legoland Malaysia
Theme Park
LL Malaysia Taman Tema Malaysia 80.0 80.0 20.0 20.0 Manage and operate
Sdn. Bhd. Legoland Malaysia
Theme Park, Water Park
and Sealife Aquarium
Educational Facility
DRH Green Homes (M) Malaysia 84.3 84.3 15.7 15.7 Property development
Sdn. Bhd.
353
275505-K
Desaru Development Malaysia 55.0 55.0 45.1 45.1 Investment holding and
Corporation Sdn. Bhd. master developer of
("DDC") Desaru Coast
Subsidiaries of DDC
DDC Resort Sdn. Bhd. Malaysia 55.0 55.0 45.0 45.0 Investment holding and
("DDCR") provision of management
services
354
275505-K
DDC Peladang Sdn. Bhd. Malaysia 55.0 55.0 45.0 45.0 Investment holding
Desaru Development Malaysia 66.5 66.5 33.5 33.5 Investment holding and
Holdings One Sdn. Bhd. property developer
("DDH1")
Desaru Land 3 Sdn. Bhd. Malaysia 55.0 55.0 45.0 45.0 Investment holding
Subsidiaries of DDH1
Desaru Peace Holdings Malaysia 33.9 33.9 66.1 66.1 Investment holding
Sdn. Bhd. ("DPH")
Desaru North Course Malaysia 66.5 66.5 33.5 33.5 Owner and operator
Sdn. Bhd.
Desaru South Course Malaysia 66.5 66.5 33.5 33.5 Own and operate golf
Sdn. Bhd. course
Desaru Riverwalk Malaysia 66.5 66.5 33.5 33.5 Own and operate retail
Sdn. Bhd. space
Desaru Convention Malaysia 82.9 82.9 17.1 17.1 Own and operate
Centre Sdn. Bhd. convention center
Desaru Land Sdn. Bhd. Malaysia 66.5 66.5 33.5 33.5 Investment holding
Desaru Ferry Sdn. Bhd. Malaysia 66.5 66.5 33.5 33.5 Ferry terminal operators
355
275505-K
Desaru Boutique Hotel Malaysia 66.5 66.5 33.5 33.5 Investment holding
Sdn. Bhd.
Desaru Coast Cuisine Malaysia 66.5 66.5 33.5 33.5 Own and operate food
Sdn. Bhd. and beverage business
Subsidiaries of DPH
Desaru Peace Holdings Malaysia 33.9 33.9 66.1 66.1 Own and operate luxury
Club Sdn. Bhd. branded resort (One &
Only Desaru Coast)
Desaru Peace Holdings Malaysia 33.9 33.9 66.1 66.1 Investment holding and
Villas Sdn. Bhd. property development and
construction
356
275505-K
Desaru Peace Holdings Malaysia 30.3 30.3 69.7 69.7 Property developer
Villas Two Sdn. Bhd.
Desaru Corniche Hotel Malaysia 82.9 82.9 17.1 17.1 Own and operate hotel
Sdn. Bhd.
DDC Corporate Services Malaysia 55.0 55.0 45.0 45.0 Provision of general
Sdn. Bhd. maintenance services,
parking and recreation
activities
Desaru Beach Sdn. Bhd. ** Malaysia 55.0 55.0 45.0 45.0 Dormant
Desaru Golf & Country Malaysia 55.0 55.0 45.1 45.1 Dormant
Club Berhad
Desaru Golf & Country Malaysia 55.0 55.0 45.1 45.1 Dormant
Resort Berhad
Desaru Golf (Lake One) Malaysia 55.0 55.0 45.1 45.1 Dormant
Sdn. Bhd.
357
275505-K
Desaru Marina Sdn. Bhd. Malaysia 55.0 55.0 45.1 45.1 Dormant
358
275505-K
TDR Golf Resorts Bhd. Malaysia 100.0 100.0 - - Own and operate golf course
+++ The Group's effective interest is 60.6%, comprising 33.7% held by UEM Sunrise and 26.9% held by
DRH Group.
^ Incorporated under Companies Act, Cap. 50 of the Republic of Singapore, with shares issued in
Singapore dollar ("SGD")
Subsidiaries of ARHSB
359
275505-K
Commerce KNB Agro Malaysia 60.0 15.0 40.0 85.0 Agriculture venture capital
Teroka Sdn Bhd
Subsidiaries of BAB
Arca Biru Sdn. Bhd. Malaysia 100.0 100.0 - - To carry on the business
of shrimp aquaculture
360
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Subsidiaries of BAB
Subsidiaries of BMB
Subsidiaries of MAFC
361
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Subsidiaries of MAFC
Gobi MAVCAP Asean Malaysia 67.0 67.0 33.0 33.0 Micro venture capital fund
Superseed Fund, L.P. *
Abu Dhabi Kualiti Abu Dhabi 100.0 100.0 - - Under members voluntary
Alam Environmental liquidation
Services LLC ("ADKA") *
362
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Cenviro Services Sdn Bhd Malaysia 100.0 100.0 - - Sole agent for marketing,
("CS") (fka Kualiti Khidmat collecting and transporting
Alam Sdn. Bhd.("KKA")) scheduled waste
363
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Subsidiary of CGE
Subsidiary of KASB
Kualiti Alam Lahat Malaysia 100.0 70.0 - 30.0 Has not commenced
Sdn. Bhd. ("KAL") business operations
364
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Jasmine Acres Sdn. Bhd. Malaysia 66.7 66.7 33.3 33.3 Investment holding
Cenergi SEA Sdn. Bhd. Malaysia 92.9 92.9 7.1 7.1 Investment holding and
provision of advisory
services
365
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
FJP Green Power Malaysia 70.0 70.0 30.0 30.0 Intended to contract and
Sdn. Bhd. * construct a renewable
energy plant
366
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Metro Havana Sdn. Bhd. Malaysia 70.0 70.0 30.0 30.0 Contracting and
construction of a
renewable energy plant
GLT Energy Sdn. Malaysia 60.0 60.0 40.0 40.0 Contracting and
Bhd. ("GLTE") construction of a
renewable energy plant
Subsidiary of PMB
367
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
368
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Elektra One Sdn. Bhd. Malaysia 100.0 100.0 - - Investing and co-
production of media
content
369
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Elektra Two Sdn. Bhd. Malaysia 100.0 100.0 - - Investing and co-
production of media
content
Elektra Three Sdn. Bhd. Malaysia 100.0 100.0 - - Investing and co-
production of media
content
Subsidiaries of Santubong Ventures Sdn. Bhd.
PT Pantai Damai Indonesia 99.0 99.0 1.0 1.0 Under members' voluntary
liquidation
Subsidiaries of Silterra
Subsidiary of SSM
370
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
371
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
372
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
WeLab Holdings Ltd * British Virgin 10.9 11.5 Equity method Online credit analytics and
Islands/Hong lending platform
Kong
373
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Associate of CRR
Shan Poornam Sdn. Bhd. Malaysia 40.0 40.0 Equity method Investment holding
("SPSB")
Beijing Enterprises Hong Kong 23.1 23.1 Equity method Investment holding
Environment Group Ltd *
Al-Imtiaz Operations and Kingdom of 20.0 20.0 Equity method Operation and maintenance
Maintenance Company Saudi Arabia contracts of electric power
Limited * and water desalination
stations
Fajr Capital Limited * Saudi Arabia 19.1 19.1 Equity method Provision in Islamic finance
services
Associate of MAFC
Monoluxury Sdn. Bhd. * Malaysia 35.0 20.0 Equity method Cultivation, processing
and trading of vegetables
and related vegetable
products
Associate of Mataking Ventures Sdn. Bhd.
General Fusion Inc. * Canada 8.5 8.5 Equity method Nuclear fusion
development
Associate of Mount Bintang Ventures Sdn. Bhd.
edotco Group Sdn. Bhd. * Malaysia 10.6 10.6 Equity method Integrated
telecommunications
infrastructure services
374
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
VTI Group * Vietnam 16.9 16.9 Equity method Operates leading local
F&B chains and
international modern
retails brands
Associate of Pantai Cahaya Bulan Ventures Sdn. Bhd.
Astro Malaysia Holdings Malaysia 20.7 20.7 Equity method Media entertainment
Berhad ("AMHB") *
Unitab Medic Sdn. Bhd. * Malaysia 30.0 30.0 Equity method Investment holding and
supervision of medical
examination of foreign
workers in Malaysia
RedT Energy Plc (fka Jersey 9.5 9.5 Equity method Clean energy and energy
Camco Clean Energy Plc) * storage
Actoserba Active India 22.5 22.5 Equity method Online retailer of women
Wholesale Private innerwear in India.
Limited *
8990 Holdings Inc. * Philippines 8.6 8.6 Equity method Housing development
375
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
IHH Healthcare Bhd. * Malaysia 42.1 42.3 Equity method Investment holding and
healthcare service provider
First Floor Capital Malaysia 25.0 25.0 Equity method Venture capital
Sdn. Bhd. * management company
Continuum Capital II Malaysia 99.0 99.0 Equity method Venture capital fund
Limited Partnership
Fashion Valet Sdn Bhd Malaysia 9.0 - Equity method Online fashion and
cosmetic retail platform
Vas Data Services India 14.6 14.6 Equity method Online retailer
Private Limited *
ACR Capital Holdings Singapore 24.7 24.0 Equity method Provision of reinsurance
Pte. Ltd. * services
Shan Poornam Metals Malaysia 40.0 40.0 Equity method Collection, processing and
Sdn. Bhd. ("SPM") recycling of scraps
Shan Poornam Global Malaysia 40.0 40.0 Equity method Industrial waste recovery
Sdn. Bhd.
376
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Shan Poornam Global Malaysia 40.0 40.0 Equity method Industrial waste recovery
Sdn. Bhd.
ENS 4R Sdn. Bhd. Malaysia 40.0 40.0 Equity method Collection, processing and
recycling of scraps
Shan Poornam Metals Malaysia 40.0 40.0 Equity method Collection, processing and
(Sarawak) Sdn. Bhd. recycling of scraps
Shan Poornam Metals Malaysia 40.0 40.0 Equity method Collection, processing and
(Selangor) Sdn. Bhd. recycling of scraps
Shan Poornam Metals Malaysia 40.0 40.0 Equity method Collection, processing and
(Johor) Sdn. Bhd. recycling of scraps
Blippar.com Limited * England and 10.5 15.1 Equity method Mobile visual-search app
Wales developer
377
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Commerce-KNB Agro Malaysia 67.0 67.0 Equity method Agriculture venture capital
Teroka Sdn. Bhd.
("CKAT") *
The Holstein Milk Malaysia 30.0 30.0 Equity method Involved in dairy farming,
Company Sdn. Bhd. processing and distribution
of fresh dairy produce
AB Hatchery Sdn. Bhd. Malaysia 51.0 51.0 Equity method Post larvae farming and
trading
E-Idaman Sdn. Bhd. Malaysia 50.0 50.0 Equity method Investment holding,
("EISB") provision of project
management, consultancy
and contracting services
in the field of solid waste
management
378
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Environment Idaman Malaysia 50.0 50.0 Equity method Provision of integrated solid
Sdn. Bhd. waste and public cleansing
management and any other
related business in the
Northern Region of
Peninsular Malaysia
Environment Idaman Malaysia 50.0 50.0 Equity method Provision of integrated solid
(Kedah and Perlis) waste collection and public
Sdn. Bhd. cleansing management
services, including technical
expert services in waste
management
Environment Idaman Malaysia 50.0 50.0 Equity method Provision of integrated solid
(Perak) Sdn. Bhd. waste collection and pubic
cleansing management
services, including
technical expert services
in waste management
379
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Malaysian Shoaiba Malaysia 40.0 40.0 Equity method Water and energy service
Consortium Sdn. Bhd. * provider
Fractal Analytics Private India 30.1 35.9 Equity method Specializing in predictive
Limited * analytics and decision
sciences
Astro Holdings Sdn. Malaysia 29.3 29.3 Equity method Investment holding
Bhd. *
DaVita Care Pte Ltd * Singapore 20.0 20.0 Equity method Healthcare service
provider
Joint venture of Sungai Pulai Investments (Mauritius) Limited
M+S Pte. Ltd. Singapore 60.0 60.0 Equity method Property development
380
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
Country of Effective
Name incorporation/ interest~ Accounting Principal activities
principal place 2018 2017 model applied
of business % %
Ideate Media Sdn. Bhd. * Malaysia 50.0 50.0 Equity method Create platforms to invest,
develop, own and monetise
intellectual property creative
assets
Pulau Indah Ventures Malaysia 50.0 50.0 Equity method Township development
Sdn. Bhd. *
Malaysian Life Sciences Malaysia 50.0 50.0 Equity method Investment management
Capital Fund services
Management Co. Ltd. *
MLSCF II (DP) Ltd * @ Malaysia 50.0 50.0 Equity method Investment management
holding
MLSCF II (GP) Malaysia 50.0 50.0 Equity method General partner of MLS
(Labuan), LLP Capital Fund II, LP
381
275505-K
(G) Other subsidiaries, associates and joint ventures of the Group (cont'd.)
^^ Although the Company does not hold ordinary shares in the associates, the Company exerts
significant influence by virtue of the Company's holding in the preference shares in the respective
associates which gives the Company the right to appoint directors on the board of the respective
associates.
+ The Group's effective interest in Tuba Investments WLL is 100%, comprising 99.5% held by Aur
Investments (Cayman Islands) Limited and 0.5% held by Carey Investments (Cayman Islands) Limited.
*** The Group's effective interest in Khazanah India Advisors Private Ltd. is 100%, comprising 99.9% held
by Teluk Cempedak Investments (Mauritius) Limited and 0.1% held by Chendering Investments Ltd.
^ The Group's effective interest in Invendo Medical GmbH is 21.2%, which is held by Pulau Duyung
Ventures (Cayman Islands) Ltd. And ISKA Holding S.àr.l. of 10.6% each.
@ In accordance with the respective partnership agreements, the rights to participate in any distributions
can only be exercised upon contribution of the partnership capital. As of the reporting date, the Group
has yet to make any capital contribution.
382
275505-K
The names of the directors of the Company's subsidiaries in office since the beginning of the
financial year to the date of this report (not including Directors of the Company who have
been listed in the Directors' Report) are:
383
275505-K
Cheah Swee Choo (Alternate Director to Dato' Sri Ghazali Bin Mohd Ali)
Chen Yen-Yu
Chin Chi Haw
Chinta Madhav
Chong Yit Phin
Christina Foo
Daniel Tan Sze Hun
Datin Zainabbi Abubacker
Datin Teh Ija Mohd Jalil
Dato' Ahmad Omar
Dato' Ahmad Pardas Bin Senin
Dato' Azmir Merican Azmi Merican
Dato' Boonler Somchit A/L Loy Somchit
Dato' Borhanuddin Bin Osman
Dato' Dr Nirmala Menon A/P Y.B. Menon
Dato' George Stewart Labrooy
Dato' Haja Najmudeen K P M Abd Kader
Dato' Haji Mohd Salleh Bin Yeop Abd Rahman (Alternate Director to Tan Sri Haji
Esa Bin Mohamed)
Dato' Iskandar Mizal Bin Mahmood
Dato' Mohamed Nasri Sallehuddin
Dato' Mohd Izani Ghani
Dato' Mohd Rafik Shah Mohamad
Dato' Mohd Shukri Bin Hussin
Dato' Noorazman Abd Aziz
Dato' Noorizah Hj Abd Hamid
Dato' Ooi Sang Kuang
Dato' Richard Edwin Wroth Small
Dato' Sri Ghazali Bin Mohd Ali
Dato' Srikandan Kanagainthiram (Retired on 31 May 2018)
Dato' Tan Thean Thye
Dato' Tharuma Rajah A/L Kathiravelu
Datuk Akmal bin Ahmad
Datuk Dr Mohamed Arif Bin Nun
Datuk Dr Syed Muhamad Bin Syed Abdul Kadir
Datuk Ir. Khairil Anwar bin Ahmad
Datuk Ir. Mohd Zulastri Mohd Amin
Datuk Joseph Dominic Silva
Datuk Mohamad Hishammudin Bin Hamdan
Datuk Nik Airina Nik Jaffar
David Lau Nai Pek
Devamanokaran Poonagasu
Djap Tet Fa
Dr Mohamadon Bin Abdullah
384
275505-K
385
275505-K
386
275505-K
387
275505-K
388
275505-K
389
275505-K
390
275505-K
391
275505-K
392