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(Source: CEO of Gunung Capital Bhd, Dato’ Syed Abu Hussin bin Hafiz Syed 

Abdul Fasal 2011)

CONTENTS 

Corporate Information 02 

Corporate Structure 03 

Event Highlights 

and Corporate Social Responsibility 04 

Chairman’s Statement 05 

Director’s Profile 09 

Performance Review 14 

Corporate 

Governance Statement 18 

Statement of 

Directors’ Responsibility 26 

Additional 

Compliance Information 27 

Statement on Internal Control 

and Risk Management 29 

Audit Committe Report 31 

Financial Statements 33 

List of Properties 97 

Notice of 

Annual General Meeting 98 

Analysis of Shareholdings 101 

Analysis of 

Warrantholdings 2003/2013 103 

Analysis of 

Warrantholdings 2010/2020 105 

Proxy Form 

Gunung Capital Berhad (330171-P) 

1 

annual report | 2012

annual report | 2012 Gunung Capital Berhad (330171-P) 

2 

CORPORATE INFORMATION 

BOARD OF DIRECTORS 

AUDIT COMMITTEE 

Shaiful Annuar bin Ahmad Shaffie 

(Chairman) 

Peter Wong Hoy Kim 

Malik Parvez Ahmad bin Nazir Ahmad 

NOMINATION COMMITTEE 


(Chairman) 


REMUNERATION COMMITTEE 


(Chairman) 


Iskandar Ibrahim 

Dato’ Syed Abu Hussin 

bin Hafiz Syed Abdul Fasal 

Executive Chairman & Chief Executive Officer 


Executive Director 


Senior Independent Non Executive Director 

COMPANY SECRETARIES 

Eric Toh Chee Seong (LS 0005656) 

Jesslyn Ong Bee Fang (MAICSA 

7020672) 

SHARE REGISTRAR 

Insurban Corporate Services Sdn Bhd 

149, Jalan Aminuddin Baki 

Taman Tun Dr. Ismail 

60000 Kuala Lumpur, Malaysia 

Tel: (603) 7729 5529 

Fax: (603) 7728 5948 

PRINCIPAL BANKERS 

Malayan Banking Berhad 

SME Bank 

OCBC Al-Amin Bank Berhad 


Independent Non Executive Director 


Independent Non Executive Director 

REGISTERED OFFICE 

Lot 5911, Jalan Perusahaan Satu 

Kamunting Industrial Estate 

34600 Kamunting, Taiping 

Perak Darul Ridzuan, Malaysia 

Tel: (605) 891 1188 

Fax: (605) 891 4488 

Website: www.gunung.com.my 

AUDITORS 

STYL Associates (AF 001929) 

Chartered Accountants 

107B, Jalan Aminuddin Baki 

Taman Tun Dr. Ismail 

60000 Kuala Lumpur, Malaysia 

STOCK EXCHANGE LISTING 

Bursa Malaysia Securities Berhad

CORPORATE STRUCTURE 

AS AT 13 MAY 2013 

330171-P 

100% 

GUNUNG RESOURCES SDN BHD (71881-T) 

Principal Activities: 

Chartering of land-based 

transportation 

assets and specialty vehicles 

70% 

GUNUNG HYDROPOWER SDN BHD (513154-T) 

(formerly known as PROMINENTCONSOLE SDN BHD) 


Building and operating hydropower plants 

100% 

GPB CORPORATION SDN BHD (259683-P) 


Chartering of land-based 

transportation assets and 

specialty vehicles 

100% 

GUNUNG LAND SDN BHD (331540-W) 


Property investment holding 

100% 

EV BUS SDN BHD (657736-M) 

(formerly known as IMPRESIF JITU SDN BHD) 


Property investment holding 

75% 

BAS RAKYAT SDN BHD (911418-W) 


Chartering of public 

transportation assets 


3 



4 

EVENT HIGHLIGHTS 

AND CORPORATE SOCIAL RESPONSIBILITY 

July 2012 

2012 

July 

CEO of Gunung Capital Bhd, Dato’ Syed 

Abu Hussin bin Hafiz Syed Abdul Fasal, 

meeting with the Chairman of the Land 

Transport Public Commission (SPAD) 

YB Tan Sri Dato Seri Syed Hamid bin 

Syed Jaafar Albar to discuss the role 

of Gunung Capital Bhd in assisting the 

Government to meet its public transport 

objectives. 

July 

CEO of Gunung Capital Bhd and wholly 

owned subsidiary GPB Corporation Sdn 

Bhd, Dato’Syed Abu Hussin bin Hafiz 

Syed Abdul Fasal proudly presenting a 

donation to patrons, Datin Seri Rosmah 

Mansor and YB Datuk Seri Dr Ahmad 

Zahid Hamidi, Defence Minister of 

Malaysia, to pay tribute to the members 

of the Security Forces who have died in 

the line of duty. The donation is used 

to assist the less fortunate amongst the 

Armed Forces veterans and their families, 

who are in dire need of financial and 

other assistance to get on with their 

lives. Fallen comrades have given their 

lives, injured and lost their limbs and 

August 2012 

sight, in protecting this great nation 

against the armed communist threat 

during the Emergency days. It was their 

role in ensuring the security of the 

country that the economic and political 

development of the country could be 

achieved to what it is today. 

August 

YAB Dato Seri Mohd Najib Tun Razak, 

Prime Minister of Malaysia, and YAB 

Dato Seri Diraja Dr. Zambry Abdul Kadir, 

Chief Minister of Perak, using Bas Rakyat 

public transportation for a ‘meet the 

public’ programme in Manjung, Perak. 

November 2012 

September 2012 

September 

Gunung Capital Bhd was one of the main 

sponsors, for the World Conference on 

Islamic Thoughts & Civilization 2012 

(WCIT2012). This event was a platform 

to discuss the ultimate approach in 

providing a holistic development 

plan in line with Islamic thoughts and 

principles. The event which was indexed 

by Thomson Reuters, Scopus, Ulrichs, 

Crossref and Copernicus, highlighted 

Malaysian Academics and their papers 

on the international stage. Gunung’s 

support for such educational efforts 

will continue years ahead, as we believe 

that educational excellence is among the 

essential aspects to achieve high-income 

status by 2020. 

November 

YAB Dato Seri Mohd Najib Tun Razak, 

Prime Minister of Malaysia, YB Datuk 

Seri Dr Ahmad Zahid Hamidi, Defence 

Minister of Malaysia, and Tuan Syed Abu 

Talib, Managing Director of Bas Rakyat 

Sdn Bhd, traveling on the Bas Rakyat 

public transportation for a ‘meet the 

public’ programme in Perak.

CHAIRMAN’S STATEMENT 

Dear Valued Shareholders, 

During the year under review, Gunung 

Capital Bhd (“Gunung” or “The Group”) 

continued to focus on its core business: 

chartering of land-based passenger 

transportation assets and specialty vehicles. 


5 



6 

CHAIRMAN’S STATEMENT (cont’d) 

In financial year ended 31 December 

2012, we managed to record an 

increase in revenue, on the back of our 

management’s continued efforts in 

securing additional short term charters. 

On 3 September 2012 Gunung entered 

into a Joint Venture Agreement 

with Perak Hydro Renewable Energy 

Corporation Sdn Bhd (“PHREC”) to jointly 

carry out the development of selected 

renewable energy mini-hydropower 

plants in the State of Perak, on a Build 

Operate and Own (“BOO”) concept, 

and under the Sustainable Energy 

Development Authority (“SEDA”) 

Feed-in-Tariff Programme. The rationale 

of this joint venture is to secure a long 

term stable income stream which will 

reduce Gunung’s dependency on incomes 

solely from chartering land-based 

transportation assets & specialty vehicles. 

In view of this background, I present 

to you the Annual Report and Audited 

Financial Statements of the Group for the 

financial year ended 31 December 2012. 

FINANCIAL PERFORMANCE 

In financial year ended 31 December 

2012, Group revenue of RM79 million was 

4.5% higher, than that of the previous 

year. This was achieved on the back of 

securing additional short term charters. 

Such short term charters, has allowed the 

Group to fully utilize its existing fleet 

of vehicles, without incurring further 

capital expenditure. Group profit before 

tax at RM17.8 mil was 8.0% higher than 

that of the previous financial year, due 

to the additional short term charter 

business and our managements’ efforts 

to curb increases in operating costs. 

Net profit for the financial year under 

review also increased to RM13.7mil, 

up 5.0% from the previous financial 

year. This was achieved in view of 

around a 20% jump tax expense for 

financial year ender review, due to 

the ending of the accelerated capital 

allowances enjoyed by the Group, 

under the Income Tax (Accelerated 

Capital Allowance)(Bus) Rules 2008. 

Total comprehensive income attributable 

to shareholders, jumped 43.2% to 

RM13.7mil, from RM9.6mil in the 

previous financial year, which reflected a 

full contribution of earnings from 100% 

owned subsidiary, GPB Corporation Sdn 

Bhd, in view of the acquisition of the 

minority shareholders interest in GPB 

which was completed in November 2011.


During the financial year under 

review, Gunung successfully placed 

out 10,000,000 new ordinary shares of 

RM0.40 at an issue price of RM0.61 per 

share. As a result of this, and strong 

earnings for the financial year under 

review, Net Asset Value per share 

increased to RM0.56 from RM0.44 in 

financial year ending 31 December 2011. 

DIVIDEND 

In respect of the financial year ended 31 

December 2012, Gunung declared a first 

interim tax exempt single tier dividend 

of 2.5% on 10 May 2012, which was paid 

on 4 June 2012. 

CHARTERING OF LAND-BASED 

TRANSPORTATION ASSETS 

Chartering out land-based transportation 

assets, together with drivers, fuel, 

maintenance & repair costs, at a fixed 

monthly cost allows our customers to 

better manage their budgets, resulting 

in a stable and predictable costs. 

Gunung is continuing to explore the 

opportunities in expanding its services to 

cover additional Government agencies, 

large corporations, and GLC’s, where 

there is a requirement for a large fleet 

of vehicles. 

RENEWABLE ENERGY 

In the financial year under review, 

Gunung entered into a Joint Venture 

Agreement with Perak Hydro Renewable 

Energy Corporation Sdn Bhd (“PHREC”) 

to jointly carry out the development 

of selected renewable energy 

mini-hydropower plants in the State 

of Perak, on a Build Operate and 

Own (“BOO”) concept, and under 

the Sustainable Energy Development 

Authority (“SEDA”) Feed-in-Tariff 

Programme. This Joint Venture will allow 

Gunung to enter into the renewable 

energy producing sector in view of the 

Energy, Water & Green Technology 

Ministry’s push for the development of 

renewable energy as ‘fifth national fuel’ 

with the recent implementation of the 

feed-in-tariff (FiT) system. 

The FiT system supports the developers 

of renewable energy by fixing a 

premium tariff for electricity generated 

from non fossil fuel sources, such as 

mini-hydro schemes, biomass, and solar. 

Furthermore, the introduction of the 

Renewable Energy Act 2011 provides a 

mandatory requirement for the utility 

to buy Renewable Energy power. 


7 



8 


GOVERNANCE 

The Gunung Group continues to strive 

to build a sustainable business and 

work culture that upholds the values of 

integrity, transparency and accountability. 

To enhance the skills and knowledge 

base of our employees, we continue to 

send them to training programs that 

promotes awareness of national policies, 

safeguarding the environment, work 

ethics, and social responsibilities for the 

enhancement of local communities. This 

has contributed to us to meeting our 

corporate mission. 

PROSPECTS 

Looking forward, the Gunung Group’s 

ongoing contract to supply services 

to the National Service Program will 

continue to underpin earnings. Strong 

earnings in the near future, will enable 

our management to continue to explore 

the opportunities in expanding its services 

to new customers, both on a short and 

longer term charter method. 

In the longer term, we excited by 

the successful implementation of the 

mini-hydro Projects in Perak, which 

will contribute to Gunung’s long term 

revenue and earnings, and enhance 

Gunung’s growth potential. In addition, 

the long term stable income stream 

derived from the mini-hydro Projects 

will reduce Gunung’s dependency 

incomes solely from chartering 

land-based transportation assets & 

specialty vehicles. 

THANK YOU NOTE 

At the end of a successful year, I would 

like to express my sincere appreciation 

to all our staff for their continued 

commitment to drive our organic growth 

and to maintain our services standards 

that our customers deserve. 

I would also like to thank our valued 

customers, suppliers, business associates, 

bankers, regulatory authorities, and 

other stakeholders for their continued 

support and trust. 

My appreciation also goes to my fellow 

colleagues on the Board for their counsel 

and support throughout the year. 

Finally to our shareholders, a special 

thanks for their continued support 

and confidence in Gunung. With this 

continued support, we will continue to 

strive to further enhance sustainable 

shareholder value. 

DATO’ SYED ABU HUSSIN BIN HAFIZ 

SYED ABDUL FASAL 

Executive Chairman

DIRECTOR’S PROFILE 

DATE APPOINTED TO THE BOARD : • 8 December 2010 

MEMBERSHIP OF BOARD 

COMMITTEES : 

• 

None 

QUALIFICATIONS : • Bachelor of Computer Science, National University of Malaysia 

MEMBERSHIP OF ASSOCIATIONS : • None 

WORK EXPERIENCE AND 

OCCUPATION : 

DIRECTORSHIP OF PUBLIC 

COMPANIES (IF ANY) : 

• 

• 

• 

• 

• 

• 

1987-1993 : Served in the Government under the National Civic Bureau 

reaching the position of Director of National Civic Bureau (Perak), Prime 

Minister’s Department. 

1994-2005 : Politics and community service in various political Committees, 

Bureau’s and Youth Movements, and between 2001-2005 was elected as 

the deputy head of Bukit Gantang (Perak) UMNO division. 

2006-present : Entrepreneur in business principally involved in the 

manufacture & supply of halal food products, transportation services 

(involving taxi’s, express coaches, other land-based public transportation), 

and medical services/supplies, via various private limited companies. 

Presently is a director of several private limited companies. 

2010-present : Executive Director and CEO of Gunung Capital Berhad but 

re-designated as an Executive Chairman and CEO on 19 January 2012 and 

sits on the Board of several subsidiaries of Gunung Capital Berhad. 

2011-present : Director UTMSPACE 

None 

FAMILY RELATIONSHIPS (IF ANY) : • No family relationship with any director and/or substantial shareholder of 

Gunung Capital Bhd. 

NO. OF BOARD MEETINGS ATTENDED 

FOR THE FINANCIAL YEAR : 

DATO’ SYED ABU HUSSIN 

BIN HAFIZ SYED ABDUL FASAL 

(53, Malaysian) 

Chairman / CEO Executive Director 

• 

5/5 


9 



10 

DIRECTOR’S PROFILE (cont’d) 

DATE APPOINTED TO THE BOARD : • 19 January 2012 


COMMITTEES : 

• 

Remuneration Committee 

QUALIFICATIONS : • Bachelor of Commerce, Adelaide University, South Australia 



OCCUPATION : 



• 

• 

• 

• 

• 

1994-1997 : Investment Analyst in the Transport Sector for SJ Securities Sdn 

Bhd, a member of the Kuala Lumpur Stock Exchange (now known as Bursa 

Securities). In addition, a Shareholder and Finance Director of Webster & 

Associates (S.E.Asia) Sdn Bhd, predominately a biotechnology company. 

1997-2003 : Financial Controller and Chief Operations Officer of 

Destination Marine Services Sdn Bhd, a high speed composite patrol boat 

manufacturer. 

2004-present : Substantial shareholder and managing director of AAsia- 

East Capital Sdn Bhd, and AAsia Capital Partners Sdn Bhd, which invests 

mostly in food-related manufacturing operations, including Meal-Readyto-Eat 

(MRE) manufacturing and rice milling. 

2012-present : Executive Director of Gunung Capital Bhd. 

None 





• 

ISKANDAR IBRAHIM 

(42, Australian) 

Executive Director 

5/5


DATE APPOINTED TO THE BOARD : • 7 November 2003 


COMMITTEES : 

• 

Audit Committee, Nomination Committee and Remuneration Committee 

QUALIFICATIONS : • Institute of Bankers Banking Diploma I, UK 



OCCUPATION : 



• 

• 

• 

• 

• 

Management Courses at Ashridge, UK 

The Pacific Rim Bankers Programme at The University of Washington, 

Seattle, USA 

1961-1996 : Worked for HSBC Bank Malaysia Berhad. During the course 

of his career he has served as Deputy Manager Credit Control, Manager 

Regional Credit and as Manager for the Bank’s branches at Bentong, 

Taiping and Ipoh. 

1997-2008 : Sits on the Boards of several private companies. 

Latexx Partners Berhad 





PETER WONG HOY KIM 


Senior Independent Non-Executive Director 

• 

5/5 


11 



12 


DATE APPOINTED TO THE BOARD : • 14 September 2011 


COMMITTEES : 

• 

Chairman of the Audit Committee, Nomination Committee and 

Remuneration Committee 

QUALIFICATIONS : • Business Administration Degree from Barat College, Lake Forest Illinios, 

U.S.A 



OCCUPATION : 



• 

• 

• 

• 

• 

• 

1986-1992 : He started his career in the U.S.A with Jescorp Inc. in Elk Grove, 

Illinois as an Operations Manager 

1994-2000 : he was appointed as a Local Consultant to a U.K based 

International Defense Company from 1994 till 2000 

2000-2004 : he was again appointed as a Local Consultant to a French 

Multinational Defense Company. During his tenure in these two companies, 

he was involved in advisory and strategic operations for the Malaysian 

market. 

2004 – 2008 : General Manager-Group Operations for Goh Ban Huat 

Berhad 

2008-present : Group Executive Director of Persoft Group of Companies 

that involves in I.T and Managing Director of Bumiteknokrat Sdn. Bhd that 

does Investment and trading. 

None 





• 

SHAIFUL ANNUAR 

BIN AHMAD SHAFFIE 


Independent Non-Executive Director 

5/5


DATE APPOINTED TO THE BOARD : • 24 June 2008 


COMMITTEES : 

• 

Audit Committee 

QUALIFICATIONS : • Bachelor of Accounting Degree from the International Islamic University 

MEMBERSHIP OF ASSOCIATIONS : • Malaysian Institute of Accountants (MIA) 


OCCUPATION : 



• 

• 

• 

• 

• 

• 

• 

1993-1997 : He worked in KPMG Peat Marwick and held the position of 

Senior Auditor 

1998-2002 : He joined Medtexx Partners Incorporated in the United States 

of America as an Accountant 

2002-2004 : He worked as Financial Controller of D.B.E. Gurney Resources 

Berhad 

2004-2008 : He became the Financial Controller of Latexx Partners Berhad 

2008-present : Attach with a Government Investment Link Company 

Bachelor of Accounting Degree from the International Islamic University 

Latexx Partners Berhad 





• 

MALIK PARVEZ AHMAD 

BIN NAZIR AHMAD 



5/5 


13 



14 

PERFORMANCE REVIEW 

FINANCIAL HIGHLIGHTS 

REVENUE 

( RM Million ) 

100 

75 

50 

25 

0 

TOTAL ASSETS 


200 

150 

100 

50 

0 

49.9 

2008* 2009* 2010* 2011 2012 

28.2 

97.3 

30.8 

88.3 

154.8 

75.6 

* including revenue from discontinued 

operations 

146.1 

79.0 

123.2 

2008 2009 2010 2011 2012 

SHAREHOLDERS’ FUNDS 


60 

45 

30 

15 

0 

EARNINGS PER SHARE 

( SEN ) 

16 

12 

8 

4 

0 

19.8 

2008 2009 2010 2011 2012 

0.1 

19.8 

0.3 

42.9 

3.2 

44.0 

9.5 

63.3 

12.5 

2008* 2009* 2010* 2011 2012 

* including earnings from discontinued 

operations 

PROFIT BEFORE TAX 


20 

15 

10 

5 

0 

NET TANGIBLE ASSETS PER SHARE 

( SEN ) 

60 

45 

30 

15 

0 

0.1 

2008 2009 2010 2011 2012 

39.4 

0.2 

39.3 

4.0 

42.6 

16.5 

43.6 

17.8 

56.3 

2008 2009 2010 2011 2012

PERFORMANCE REVIEW (cont’d) 

GROUP FINANCIAL CALENDAR 

2012 

16 January 

Announcement that the Company 

proposed to undertake a private 

placement of 10,000,000 new ordinary 

shares of par value RM0.40 each in GCB 

representing approximately 9.91% of 

the Company’s issued and paid-up share 

capital (“Placement Shares”) to investors 

to be identified. 

20 February 

Announcement on the financial results 

for the fourth quarter and financial year 

ended 31 December 2011. 

23 February 

Announcement that the proposed 

private placement, of 10,000,000 new 

ordinary shares at a Placement price 

of RM0.61 each in GCB representing 

approximately 9.91% of the Company’s 

issued and paid-up share capital, has 

been completed and the Placement 

Shares listed on the Main Market of 

Bursa Malaysia Securities Berhad. 

23 March 

Announcement that Gunung Capital 

Berhad (“Gunung”) had on 23 March 

2012 entered into a Share Purchase 

Agreement (“SPA”) to dispose of 

3,000,000 ordinary shares in Gunung 

Biofuel Sdn Bhd (“GBSB”), representing 

100% of the total issued and paid-up 

share capital in GBSB at a price of 

RM2,310,000 or RM0.77 per share to Best 

Time Venture Sdn Bhd (“Purchaser”). 

The Purchaser will also assume, and 

immediately repay specific liabilities 

of GBSB due to Gunung amounting 

to RM847,815 and due to Gunung 

Resources Sdn Bhd (“GRSB”), a 100% 

owned subsidiary of Gunung, amounting 

to RM775,693. The cash proceeds from 

this transaction total RM3,933,508 (“the 

Proposed Disposal”). 

30 March 

Announcement that Gunung Capital 

Berhad (“the Company”) that Bas Rakyat 

Sdn Bhd (“BRSB”), an indirect subsidiary 

of the Company, increased its issued 

and paid-up capital from RM100,000 

to RM300,000 by way of allotment and 

issuance of 200,000 new ordinary shares 

of RM1.00 each at par value for cash to 

its existing shareholders. Pursuant to the 

Increase in Share Capital, GPB, a 100% 

owned subsidiary of the Company, had 

subscribed for 150,000 new ordinary 

shares of RM1.00 each in BRSB for a cash 

consideration of RM150,000, which was 

funded from GPB’s internal cash-flow. The 

equity stake of GPB in BRSB remained 

unchanged at 75% after the Increase in 

Share Capital. 

6 April 

Announcement that the proposed 

dispose of 3,000,000 ordinary shares 

in Gunung Biofuel Sdn Bhd (“GBSB”), 

representing 100% of the total issued 

and paid-up share capital in GBSB is 

complete and GBSB ceases to be a 

subsidiary of Gunung. 

24 April 

Announcement of a First Interim 

single-tier dividend of 1 sen per ordinary 

share of RM0.40 each for the financial 

year ending 31 December 2012. 

29 May 


for the first quarter ended 31 March 

2012. 

8 June 

17th Annual General Meeting (“AGM”) 

of Gunung Capital Berhad where 

all resolutions were unanimously 

approved. 


15 



16 


GROUP FINANCIAL CALENDAR (cont'd) 

6 August 

Announcement on the financial results for 

the second quarter ended 30 June 2012. 

14 August 

Announcement that the Company 

subscribed for an additional 600,000 

new ordinary shares of RM1.00 each in 

Gunung Hydropower Sdn Bhd (“GHSB”) 

at par for a total cash consideration 

of RM600,000. Simultaneously, Perak 

Hydro Renewable Energy Corporation 

Sdn Bhd (“PHREC”) a private limited 

company incorporated in Malaysia under 

the Companies Act, 1965 on 14 July 

2010 had subscribed for 300,000 new 

ordinary shares of RM1.00 each in GHSB 

at par for a total cash consideration 

of RM300,000.00 (collectively referred 

to as “Subscription”). Pursuant to the 

Subscription, the total issued share 

capital of GHSB increased from 100,000 

ordinary shares of RM1.00 each to 

1,000,000 ordinary shares of RM1.00 

each. As a result of this Subscription, 

GHSB ceased to be a wholly-owned 

subsidiary of Gunung and has become 

a 70% owned subsidiary. 

16 August 

Announcement that GPB Corporation 

Sdn Bhd (“GPB”), a wholly owned 

subsidiary of Gunung, had on 16 

August 2012 received an offer letter 

from University Putra Malaysia (“UPM), 

Serdang, Selangor to operate a public 

bus service within the campus of UPM. 

The public bus service operates within 

the campus of UPM involving 12 units of 

buses with a 44 passenger capacity. The 

total contract value is RM490,440.00. The 

service will be in operation for a period 

of sixty-one (61) days from September 

2012 to October 2012. 

3 September 

Announcement that the Company, had 

on 3 September 2012 entered into a 

Joint Venture Agreement (“Agreement”) 

with Perak Hydro Renewable Energy 

Corporation Sdn Bhd (“PHREC”) to jointly 

carry out the development of selected 

renewable energy mini-hydropower 

plants, in the State of Perak, on a Build 

Operate and Own (“BOO”) concept, 

and under the Sustainable Energy 

Development Authority (“SEDA”) 

Feed-in-Tariff Programme. 

The Feed-in-Tariff (FiT) system under the 

Renewable Energy Act 2011 supports the 

developers of renewable energy by fixing 

a premium tariff for electricity generated 

from non fossil fuel sources, such as 

mini-hydro schemes. The introduction of 

the Renewable Energy Act 2011 provides 

a mandatory requirement for the utility 

provider (Tenaga Nasional Berhad) to 

buy Renewable Energy power. In the case 

of mini-hydro plants having an installed 

capacity of up to and including 10MW, 

the FiT rate payable by the utility is 24 

sen per kilowatt hour for a mandatory 

period of twenty one (21) years. 

23 November 


for the third quarter ended 30 September 

2012. 

January - December 

Throughout the financial year ended 

31 December 2012 the Company made 

various announcements regarding 

the conversion of a total of 1,833,398 

warrants into new ordinary shares, and 

the subsequent listing of the new shares 

on the Main Market of Bursa Malaysia 

Securities Berhad.


SHARE PRICE MOVEMENT 

FOR THE PERIOD FROM 1 MAY 2012 TO 30 APRIL 2013 

0.78 

0.75 

0.72 

0.69 

0.66 

0.63 

0.6 

1 61 121 181 

PRICE RM DATE 

Highest 0.780 2 May 2012 

Lowest 0.625 4 April 2013 

Highest volume during this period is 884,000 shares on 9 August 2012 

220 

215 

210 

205 

200 

195 

190 

Gunung 

Trading 

& Services 


17 



18 

CORPORATE GOVERNANCE STATEMENT 

The Board of Directors of Gunung Capital Berhad (“Gunung”) is committed to ensure that high standards of corporate 

governance are practiced throughout the Group and that integrity and fair dealing are paramount in all its activities 

with the objective of protecting the Group’s assets and enhancing shareholders’ value. 

This Statement sets out the manner in which the Group has applied and the extent of compliance with the principles 

and recommendations as set out in the Malaysian Code on Corporate Governance 2012 (MCCG 2012) for the financial 

year ended 31 December 2012. 

1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES 

The Board is responsible for ensuring that shareholders’ value and interests are protected and enhanced. Various 

processes and systems are in place to assist the Board in carrying out their stewardship responsibility. The processes 

include the following:- 

1.1 Clear Functions of the Board and Management 

There is a clear separation of functions between the Board and Management. The Board adopts the concept of 

independence in tandem with the definition of “Independent Director” in Section 1.01 of the Listing Requirements 

of Bursa Malaysia Securities Berhad (“Bursa Securities”). Although the position of Chairman and Chief Executive 

Officer are held by the same individual, it does not mean that independence is compromised. The Board is satisfied 

with the composition and good mix with two (2) Executive Directors and three (3) Independent Non-Executive 

Directors. The composition and number of Directors reflect the fair representation of all shareholders’ interest and 

investment. The Independent Non-Executive Directors with their different background and professions collectively 

form an effective Board with a mix of industry-specific knowledge and broad business and commercial experience. 

This balance enables the Board to provide strong and effective leadership and form an independent judgement 

with regards to various aspects of the Company’s business strategies and performance so as to ensure that the 

Group achieves the highest standards of performance, accountability and ethical behavior. 

1.2 Board Duties and Responsibilities 

The Board has the overall responsibility for controlling and overseeing the business affairs of the Group to ensure 

proper management. This includes adopting strategic plans, approving key business initiatives, major investments 

and funding decisions, reviewing financial performance and developing corporate objectives. The Board’s role is 

to provide leadership of the Group within a framework of prudent and effective controls whilst ensuring risks are 

consistently assessed and controlled. Generally, the Board must ensure that the Company is being managed and 

its business conducted in accordance with high standards of accountability and transparency. It also determines 

succession plans for senior management and ensures adequate internal controls to identify and manage risks. 

The roles and functions of the Board including the executive and non-executive Directors are clearly defined in 

the Board Charter which regulates how business is to be conducted by the Board in accordance with the principles 

of good corporate governance. 

The Board has delegated certain responsibilities to the Audit Committee, Nomination Committee and Remuneration 

Committee. All committees have clearly defined terms of reference. The Chairman of the various committees will 

report to the Board the outcome of the committee meetings. 

1.3 Formalised Ethical Standards through Code of Conduct 

The Company has formalized a Code of Conduct for the Group. The objective of the Code of Conduct is to set out 

the ethical standards to all employees in their dealings with fellow colleagues, customers, shareholders, suppliers, 

competitors, the wider community and the environment. 

Every employee must display and behave in a manner which is consistent with the Group’s philosophy and core 

values.

CORPORATE GOVERNANCE STATEMENT (cont’d) 

1.3 Formalised Ethical Standards through Code of Conduct (cont'd) 

The following Code of Conduct must be adhered to at all times by all employees within the Group:- 

• Demonstrating commitment 

• Living the core values of the Group 

• Avoiding conflict of interest 

• Preventing bribery and corruption 

• Practicing confidentiality and data protection 

• Communicating externally and internally with ethics and within authority 

• Protecting company assets and resources 

• Giving equal opportunity, non-discrimination and fair employment 

• Ensuring safety and protecting the environment 

• Prohibiting insider trading 

1.4 Strategies Promoting Sustainability 

The Board promotes good corporate governance in the application of sustainability practices. The Board oversees 

the conduct of the Group’s business to evaluate whether the business is being managed sustainably with regards 

to the economy, social and environment. 

Employees are rewarded for productivity improvements and contribution towards the achievement of the Group’s 

immediate and long-term objectives. The rewards encompass not only compensation and benefits but also 

performance recognition and professional development and career progression. 

1.5 Access to Information and Advice 

All scheduled meetings held during the year were preceded by a formal notice issued by the Company Secretary in 

consultation with the Chairman. The Chairman ensures that all Directors have full and timely access to information, 

with Board Papers distributed in advance of meetings. The notice for each of the meetings is accompanied by 

the minutes of preceding board meetings, together with relevant information and documents for matters on 

the agenda to enable the Directors to consider and deliberate knowledgeably on issues and facilitate informed 

decision making. 

The Directors have access to all information within the Group in furtherance of their duty. All directors have 

unrestricted access to the advice and services of the Company Secretary and, whether as a full board or in their 

individual capacities, directors are also at liberty to take independent professional advice on any matter connected with 

the discharge of their responsibilities as they may deem necessary and appropriate, at the Company’s expense. 

1.6 Qualified and Competent Company Secretary 

The Company Secretary provides a central source of guidance and advice to the Board, on matters of ethics and 

good corporate governance. The Company Secretary is required to provide the directors, collectively and individually, 

with detailed guidance on their duties and responsibilities. The Company Secretary assists in determining board 

agenda, formulating governance, coordinates board assessment process and other board-related matters. 

The Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper 

records of the proceedings and resolutions passed are recorded and maintained in the statutory register of the 

Company. The Company Secretary also keeps abreast of the evolving capital market environment, regulatory 

changes and developments in Corporate Governance through continuous training. 


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1.7 Board Charter 

A Board Charter had been established and approved by the Board on 15 May 2013. The objectives of the Board 

Charter are to ensure that all Board members are aware of their duties and responsibilities as Board members, the 

various legislations and regulations affecting their conduct and that the principles and practices of good Corporate 

Governance are applied in all dealings by Board members individually and/or on behalf of the Group. 

The Board Charter focuses on: 

• Boards’ roles and responsibilities; 

• Boards’ composition and balance; 

• Boards’ performance; 

• Boards’ meetings; 

• Remuneration policies; 

• Access to information and independent advice; 

• Financial reporting; 

• Stakeholder communication; 

• Company Secretary; and 

• Conflict of interest. 

2. STRENGTHEN COMPOSITION 

2.1 Appointments to the Board and Re-election 

Procedures relating to the appointment and re-election of Directors are contained in the Company’s Articles 

of Association. All Directors shall retire from office at least once every three (3) years but shall be eligible for 

re-election. Newly-appointed directors shall hold office until the next Annual General Meeting (AGM) and shall 

then be eligible for re-election. 

The Directors who are due for re-election and/or re-appointment at the Annual General Meeting will first be 

assessed by the Nomination Committee, which will then submit its recommendation to the Board for deliberation 

and endorsement. Thereafter, shareholders’ approval will be sought for the re-election and/or re-appointment. 

The Board continuously reviews its size and composition with particular consideration on its impact on the effective 

functioning of the Board. 

2.2 Recruitment Process and Annual Assessment 

The MCCG 2012 endorses as good practice, a formal procedure for appointment to the Board, with a Nomination 

Committee (“NC”) making recommendations to the Board. The NC carries out an annual review on the size and 

composition of the Board to ensure the selection of Board members with different mix of skills and core competencies 

necessary for the Board to discharge its duties effectively.


2.2 Recruitment Process and Annual Assessment (cont'd) 

The responsibilities of the NC include:- 

• Formulating the nomination, selection and succession policies for members of the Board 

• Making recommendations to the Board on new candidates for appointment and the reappointment/re-election 

of Directors to the Board 

• Reviewing the required mix of skills, experience and other qualities of the Board annually 

• Reviewing and recommending to the Board the appointment of members of Board Committees established 

by the Board annually 

• Establishing a set of performance criteria to evaluate the performance of each member of the Board, and 

reviewing the performance of the members of the Board 

• Ensuring that relevant education programmes are provided for new members of the Board, and reviewing 

the Directors’ continuing training programmes 

The NC comprises two (2) Independent Non-Executive Directors. 

2.3 Remuneration Policies and Procedures 

The Directors are provided with appropriate directors’ fees subject to the approval of shareholders at the Annual 

General Meeting (“AGM”) and a meeting allowance for meetings attended. 

The Remuneration Committee (“RC”) is entrusted with the role of determining and recommending suitable 

policies in respect of remuneration packages for Non-Executive Directors and Executive Directors of the Group to 

ensure that rewards commensurate with their experience and individual performances. The RC consists of two (2) 

Independent Non-Executive Directors and an Executive Director. 

The Board as a whole determines the remuneration of Executive Directors based on experience and level 

of responsibilities undertaken. Each individual Director shall abstain from discussion pertaining to his own 

remuneration. 

The Board is of the view that the disclosure of remuneration by appropriate components and bands are sufficient 

to meet the objectives set out in the Listing Requirements of Bursa Securities. 

The details of the remuneration of the Directors of the Company for services rendered to the Group for the financial 

year ended 31 December 2012 are as follows:- 

Executive 

Directors 

(RM) 

Non-Executive 

Directors 

(RM) 

Remuneration 

- Fees for financial year ended 31 December 2011 - 72,000 

- Salaries & Other Emoluments 731,000 21,000 

The number of Directors whose remuneration falls under the following remuneration bands: 

Number of Directors 

Remuneration Bands Executive Non-Executive 

Below RM50,000 1 3 

RM700,000 – RM750,000 1 - 


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3. REINFORCE INDEPENDENCE 

3.1 Assessment of Independence Annually 

The Board adopts the concept of independence in tandem with the definition of Independent Director in Section 

1.01 of the Listing Requirements of Bursa Securities through the assistance of the NC. The Board also carries out 

an annual assessment of the independence of its independent directors. 

All Directors retire by rotation and their respective re-election is subject to the shareholders’ approval at the AGM. 

3.2 Tenure of Independent Directors 

One of the recommendations of the MCCG 2012 states that the tenure of an independent director should not exceed 

a cumulative term of 9 years. However, the Nomination Committee has determined at the annual assessment carried 

out that Mr. Peter Wong Hoy Kim, who has served on the Board for 9 years, remain objective and independent 

in participating in the deliberations and decision making of the Board and Board Committees. The length of his 

service on the Board does not interfere with their exercise of independent judgment and act in the best interest of 

the Group notably in discharging his roles as the member of the Audit Committee and Nomination Committee. 

3.3 Shareholders’ Approval for the Re-Appointment of Non-Executive Director 

The Board has reviewed and satisfied with the professional skill, contribution and independent judgement and 

that Mr. Peter Wong Hoy Kim is continuing with his appointment in the Board. Therefore, the Board recommends 

and proposes to his re-appointment as Independent Non-executive Director of the Company, to be tabled for 

shareholders’ approval at the forthcoming 18th AGM. 

3.4 Composition of the Board 

The Board has a balanced composition of Executive and Independent Non-Executive Directors such that no individual 

or group of individuals can dominate the Board’s decision-making powers and processes. 

The Directors of the Group do not hold more than 5 directorships in public listed companies as prescribed by Bursa 

Securities Listing Requirement. 

The Board currently consists of five (5) members; comprising two (2) Executive Directors (including Executive 

Chairman) and three (3) Independent Non-Executive Directors. 

4. BOARD MEETINGS AND TIME COMMITMENT 

Board meetings are held at quarterly intervals with additional meetings held whenever necessary. Five (5) Board 

meetings were held during financial year ended 31 December 2012. 

At each quarterly meeting, the Board deliberated upon a variety of issues including the Group’s financial results, corporate 

development, strategic decisions, business plan and directions of the Group, operational issues and compliance matters. 

All the Directors have complied with the requirement to attend at least 50% of the Board meetings held in the financial 

year pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 

The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their duties and 

responsibilities as Directors of the Company. This is evidenced by their attendances at the Board and various Board 

Committees meetings held during the year. 

In addition, all the Directors of the Company do not hold directorships of more than five (5) public listed companies 

and thus, able to commit sufficient time to the Company.


4. BOARD MEETINGS AND TIME COMMITMENT (cont'd) 

The attendance record of the Directors at Board meetings is as set out below: - 

Directors Meeting Attendance 

Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 5/5 

Iskandar Ibrahim 5/5 

Peter Wong Hoy Kim 5/5 

Shaiful Annuar bin Ahmad Shaffie 5/5 

Malik Parvez Ahmad bin Nazir Ahmad 5/5 

4.1 Directors’ Training 

The Directors have participated in relevant training programmes to keep abreast with the relevant changes in laws, 

regulations and development in the business environment. The Directors will continue to attend other training 

courses to equip themselves effectively and discharge their duties as Director on a continuous basis in compliance 

with Paragraph 15.08 of Bursa Securities Listing Requirements. 

During the financial year ended 31 December 2012, all the Directors of the Company attended the following 

training programme and seminars:- 

Directors Details of Training No. of Days 

Dato’ Syed Abu Hussin 

bin Hafiz Syed Abdul Fasal 

Operational Risk Management 1 

Iskandar Ibrahim The International Sustainable Energy Summit 2 

Operational Risk Management 1 

Peter Wong Hoy Kim Operational Risk Management 1 

Shaiful Annuar bin Ahmad Shaffie Operational Risk Management 1 

Malik Parvez Ahmad Operational Risk Management 1 

bin Nazir Ahmad Turning Strategies Into Profits Making 1 

(Malaysian Institute of Accountants) 

Executive Luncheon Talk 2012 1 

(PNB Investment Institute) 

MIA Conference 2012 2 

(Malaysian Institute of Accountants) 


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5. UPHOLD INTEGRITY IN FINANCIAL REPORTING 

5.1 Compliance with Applicable Financial Reporting Standards 

The Board ensures the integrity of the Group’s financial reporting and fully recognises that accountability in financial 

disclosure forms an integral part of good corporate governance practices. The Board is responsible for ensuring 

that financial statements prepared for each financial year give a true and fair view of the Group’s state of affairs. 

The Directors took due care and reasonable steps to ensure that the requirements of accounting standards were 

fully met. Quarterly financial statements were reviewed by the Audit Committee and approved by the Board of 

Directors prior to their release to Bursa Securities. 

5.2 Assessment of Suitability and Independence of External Auditors 

The Audit Committee undertakes an annual assessment of the suitability and independence of the external auditors. 

Having assessed their performance, the Audit Committee will recommend their decision to the Board, upon which 

the shareholders’ approval will be sought at the AGM. 

6. RECOGNISE AND MANAGE RISKS 

6.1 Framework to Manage Risks 

The Board has established a sound framework to manage risks within the Group. The risk management and 

internal control system is regularly reviewed by Management and relevant recommendations is made to the Audit 

Committee and Board for approval. The Company continues to maintain and review its internal control procedures 

to ensure that its assets and its shareholders’ investments are protected. 

6.2 Internal Audit Function 

The Board has established an internal audit function within the Company, which reports directly to the Audit Committee. 

Details of the Group’s internal audit function are set out in the Audit Committee Report of this Annual Report. 

The Statement on Risk Management and Internal Control of this Annual Report provides an overview of the state 

of nternal control within the Group. 

7. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE 

7.1 Corporate Disclosure Policy 

The Group has in place a procedure for compliance with the Listing Requirements of Bursa Securities. The Company 

Secretary reviews all announcements to ensure accuracy and compliance. The Board reviews and approves all 

quarterly and other important announcements. The Board is mindful that information which is material is 

announced immediately. 

Besides that, the Board believes that the Company’s Annual Report is a vital source of essential information for 

shareholders and investors and other stakeholders. The Company strives to provide a high level of reporting and 

transparency as an added value for users. 

7.2 Leverage on information technology 

The Group maintains the following website that allows all shareholders and investors access to information about 

the Group: 

www.gunung.com.my


8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS 

8.1 Shareholder Participation at General Meetings 

The Board acknowledges the importance of effective communication with shareholders and the investment 

community, and adheres strictly to the disclosure requirements of Bursa Securities. The Board also recognises the 

importance of maintaining transparency and accountability to its shareholders and investors. 

Quarterly reports on the Group’s results and announcements can be accessed from Bursa Securities’ website. In 

addition, the Group’s Annual Report contains a review of its financial performance, supported by facts and statistics. 

The AGM is the principal forum for dialogue with shareholders. 

Shareholders are notified of the meeting and provided with a copy of the Annual Report at least 21 days before 

the meeting. At the AGM, the Board provides an opportunity for shareholders to raise questions pertaining to 

the business activities of the Group. All Directors are available to respond to questions from shareholders during 

these meetings. The external auditors are also present to provide professional and independent clarification on 

issues and concerns raised by the shareholders. 

8.2 Poll Voting 

The shareholders are given the opportunity to vote on the regular businesses of the AGM, viz. consideration of 

the financial statements, consideration and approval of directors’ fees, re-election of directors, re-appointment/ 

appointment of auditors and special business if any, by a show of hands. In specific cases where required, the 

result would be determined by a poll. 

The Chairman will explain the voting procedure before the commencement of any general meeting. The Board is 

mindful on the new requirement of mandatory poll voting on the resolution approving related party transactions 

pursuant to Paragraph 10.08(7A) of Bursa Securities Listing Requirement. 

8.3 Communication and Engagements with Shareholders 

As there may be instances where investors and shareholders may prefer to express their concerns to an independent 

director, the Board has appointed Mr. Wong Hoy Kim, the Senior Independent Non-Executive Director to handle 

the concerns may be directed. At all times, investors and shareholders may contact the Company Secretary for 

information on the Group. 

Any queries or concerns relating to the Group may be conveyed to the following persons: 

i. Peter Wong Hoy Kim 

Senior Independent Director 

Tel : 03-2166 3946 

Fax : 03-2166 3943 

ii. Mr Eric Toh/Ms Jesslyn Ong 

Company Secretaries 

Tel : 04-282 4605 

Fax : 04-282 4605 

COMPLIANCE STATEMENT 

The Company is committed to achieving high standards of corporate governance throughout the Group and to the highest 

level of integrity and ethical standards in all its business dealings. 

In this regard, the Board considers that the Group has complied substantially with the principles and recommendations as 

stipulated in the MCCG 2012 throughout the financial year ended 31 December 2012. 

This Statement was made in accordance with a resolution of the Board of Directors at a meeting held on 21 May 2013. 


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26 

STATEMENT OF DIRECTORS’ RESPONSIBILITY 

IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS 

The Board is required by the Companies Act, 1965 to prepare financial statements for each financial year which have 

been made out in accordance with applicable approved accounting standards and give a true and fair view of the state 

of affairs of the Group and the Company at the financial year end and of the results and cash flows of the Group and 

Company for the financial year. 

In preparing the financial statements, the Board has:- 

• adopted suitable accounting policies and applied them consistently; 

• made judgments and estimates that are prudent and reasonable; 

• ensured applicable approved accounting standards, the Listing Requirements of Bursa Securities and other statutory 

requirements have been complied with; and 

• confirmed that the financial statements have been prepared on a going concern basis. 

The Directors are responsible for ensuring that the Group keeps proper accounting records which disclose with reasonable 

accuracy at any time the financial position of the Group and the Company and that the underlying financial statements 

are prepared in compliance with the provisions of the Companies Act, 1965. 

The Directors are also responsible for taking reasonable steps to prevent and detect fraud and other irregularities, in 

order to safeguard the assets of the Group. 

This Statement was made in accordance with a resolution of the Board of Directors dated 23 April 2013

ADDITIONAL COMPLIANCE INFORMATION 

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

the Company for the financial year ended 31 December 2012. 

1. Utilisation of Proceeds 

The Company had on 22 February 2012, issued a total of 10,000,000 ordinary shares of RM0.40 each representing 

approximately 9.91% of the issued and paid-up shares capital of the Company, at an issue price of RM0.61 per share, 

generated a total consideration of RM6.1million. The status of the utilisation of the total proceeds from private 

placement is as follows 

Proceeds from Private Placement RM6,100,000 

Amout utilised up to 30/4/2012: 

Repayment of borrowing RM6,019,500 

Private Placement expenses RM 80,500 

Balance to be utilised RM Nil 

2. Options, Warrants and Convertible Securities 

During the financial year ended 31 December 2012, the issued and paid-up capital of the Company was increased from 

100,947,814 ordinary shares of RM0.40 each to 112,541,398 ordinary shares of RM0.40 each by the issuance of 1,593,584 

ordinary shares of RM0.40 each from the exercise of warrants 2003/2013 at the exercise price of RM0.40 per ordinary 

share and 10,000,000 ordinary shares of RM0.40 each from the issuance via private placement on 22 February 2012. 

3. Non-Audit Fees 

There was no non-audit fees paid to the external auditors for the financial year ended 31 December 2012. 

4. Material Contracts Involving Directors and Major Shareholders 

There were no material contracts subsisting as at 31 December 2012 or entered into since the end of the previous 

financial year, by the Company and its subsidiaries involving Directors' and major shareholders' interest other than 

those disclosed under notes to the account on Related Party Transactions of revenue in nature. 

5. Contract Relating to Loans 

During the financial year, there were no contracts relating to loans entered into by the Company involving the interests 

of directors and/or major shareholders. 

6. Shares Buy-Back 

The Company did not carry out any shares buy-back exercise during the financial year ended 31 December 2012. 

7. Depository Receipt ("DR") Programme 

The Company did not sponsor any DR programme during the financial year ended 31 December 2012. 

8. Sanctions and/or Penalties 

There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by 

the regulatory bodies. 


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ADDITIONAL COMPLIANCE INFORMATION (cont’d) 

9. Profit Estimate, Forecast or Projection 

The Company and its subsidiaries did not release any profit estimate, forecast or projection and there was no variation 

in results by 10% or more between the audited and the unaudited results announced during the financial year ended 

31 December 2012. 

10. Profit Guarantees 

During the financial year, there were no profit guarantees given by the Company. 

11. Recurrent Related Party Transactions ("RRPT") of a Revenue or Trading Nature 

The Gunung Capital Berhad (“GCB”) had at the 17th Annual General Meeting held on 8 June 2012 obtained 

shareholders’ mandate for its subsidiary company, Gunung Resources Sdn Bhd (“GRSB”) to enter into recurrent 

transactions of a revenue or trading nature, which are necessary for its day to day operations and are in the ordinary 

course of business, with related party. 

The aggregate value of the recurrent transactions of a revenue or trading nature conducted during the financial year 

under review between subsidiary company with related party are set out below:- 

Nature of 

transaction Related party Interested party and the relationship 

Charter of vehicles 

by GRSB to KCSB 

• Korakan Corporation 

Sdn Bhd (“KCSB”) 

• Dato’ Syed Abu Husin bin Hafiz 

Syed Abdul Fasal, a Director/CEO 

and Major Shareholder of GCB and 

GRSB. He has an interest of 19.92% 

in GCB 

• Dato’ Syed Abu Husin bin Hafiz Syed 

Abdul Fasal is also a Director and 

indirect Major Shareholder of KCSB. 

He has an indirect interest of 80.0% 

in KCSB 

Aggregate 

value during 

the financial 

year ended 

31 December 2012 

RM5,040,000

STATEMENT ON INTERNAL CONTROL 

AND RISK MANAGEMENT 

RESPONSIBILITY OF THE BOARD 

The Board of the Directors (“Board”) is responsible for Gunung Capital Berhad (“GCB”) and its subsidiary companies (“Gunung 

Group”) system of internal control to safeguard stakeholders’ interests and Gunung Group’s assets as prescribed by the 

Malaysian Code on Corporate Governance. 

The Board acknowledges that the system of internal controls is designed to help manage rather than eliminate the risk 

of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material 

misstatement, loss and fraud. 

INTERNAL CONTROL ENVIRONMENT ELEMENTS 

The Board recognizes the importance of key internal control environment elements that set the tone of Gunung Group. It is 

the foundation of all other components of internal control, providing the discipline and structure. It influences the control 

consciousness of the employees in Gunung Group. In recognising the importance of control environment in the overall 

governance process, the Board of GCB has instituted the following: 

Board and Board Committees 

• Appointment of 3 Independent Non-Executive Directors who are to ensure that strategies proposed are fully discussed 

and evaluated. 

• Appointment of Board Committees, including Audit Committee to assist the Board in overseeing the overall management 

of principal areas of risk and evaluate the adequacy and effectiveness of the Risk Management and internal control 

systems. Whilst the Nomination and Remuneration Committee have been delegated with specific responsibilities with 

terms of reference, these Committees have the authority to examine all matters within their scope of responsibility 

and report back to the Board with their recommendations for the Board’s decision. 

Organisational Structure 

• The organisational structure of Gunung Group is clear and detailed, defining the roles and responsibilities of the various 

Committees of the Board, Management of the Corporate Office and subsidiary companies. 

• Appointment of Chief Executive Officer (“CEO”) on the Board of the operating subsidiary companies within Gunung 

Group. The MD/CEO’s appointment, roles and responsibilities, and authority limits are set by the respective Boards. 

Risk Management 

Risk Management is regarded as an integral part of the management process and the process of continual improvement. 

The key objectives of Gunung Group’s risk management are as follows: 

• Optimise return to shareholders and protect the interests of other stakeholders. 

• Safeguard Gunung Group’s assets . 

• Improve Gunung Group’s operating performance. 

• Fulfill Gunung Group’s strategic objectives. 

• Ensure appropriate and timely responses to changes in the environment that affect Gunung Group’s ability to achieve 

its objectives. 

• Reduce risks of material misstatement in official announcements and financial statements. 

• Comply with the Malaysian Code of Corporate Governance , the relevant laws and requirements. 


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30 

STATEMENT ON INTERNAL CONTROL 

AND RISK MANAGEMENT (cont’d) 

INTERNAL CONTROL ENVIRONMENT ELEMENTS (cont'd) 

Strategic Planning and Performance Monitoring 

• Establishment of a clear Gunung Group’s vision, mission, short and long-term strategic and action plan. 

• Establishment of performance monitoring as tool for Management to monitor performance and measure against the 

corporate objectives approved by the Board, covering all key financial, customer, operational, people, systems and 

organizational indicators. 

Insurance on Assets 

• Gunung Group purchase insurance on all its assets and liability coverage for accidents, bodily injury or property 

damage; 

• Insurance coverage is reviewed regularly to ensure comprehensive coverage in view of the changing business environment 

or assets. 

Business Continuity Management 

• Gunung Group has identified the potential events that threaten its organization and established a framework for 

building resilience and the capability for effective response which safeguards the interests of its key stakeholders, 

reputation, brand and value creating activities in the event of disaster. 

Internal Audit 

• Reviews of the internal control system are carried out on a regular basis by the Internal Audit Department. The result 

of such reviews are reported once every quarter to the Audit Committee and then via the Chairman to the Board of 

Directors. 

• Internal control weaknesses identified during the financial period under review have been or are being addressed by 

Management. None of the weakness has resulted in any material loss that would require disclosure in Gunung Group 

statements. 

The Board remains committed towards the establishment of a sound system of internal control and therefore recognizes 

that the system must continuously evolve to support growth. In striving for continuous improvement, the Group will put in 

place appropriate action plans, when necessary, to enhance the Group’s system of internal control.

AUDIT COMMITTEE REPORT 

COMPOSITION OF THE AUDIT COMMITTEE 

The Audit Committee of the Company comprises the following members: 

• Shaiful Annuar bin Ahmad Shaffie (Chairman) 


• Peter Wong Hoy Kim 

Senior Independent Non-Executive Director 

• Malik Parvez Ahmad bin Nazir Ahmad 


ATTENDANCE OF AUDIT COMMITTEE MEETINGS 

The details of attendance of each Audit Committee member in the Audit Committee meetings held during the financial 

year ended 31 December 2012 are as follows:- 

Audit Committee Members No of Meetings Attended Percentage of Attendance 

Shaiful Annuar bin Ahmad Shaffie 5/5 100 

Peter Wong Hoy Kim 5/5 100 

Malik Parvez Ahmad bin Nazir Ahmad 5/5 100 

Functions of the Audit Committee 

The duties and responsibilities of the Audit Committee shall include the followings:- 

(i) To review and discuss with the external auditor, the audit plan and the scope of the audit; 

(ii) To review and discuss with the external auditor, their evolution of the system of internal controls and their audit report; 

(iii) To review the assistance given by the employees of the Company to the external auditors; 

(iv) To review the external auditor’s management letter and the management’s response. 

(v) To report to the Board if there is reason (supported by grounds) to believe that the external auditor is not suitable for 

reappointment; 

(vi) To review the quarterly and year-end financial statements, prior to the approval by the Board of Directors, focusing 

particularly on: 

• Changes in or implementation of major accounting policies and practices; 

• Significant adjustments arising from the audit; 

• The going concern assumption; 

• Significant and unusual events; and 

• Compliance with accounting standards and other legal requirements. 

(vii) To review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it 

has the necessary authority to carry out its work; 

(viii) To review the internal audit programme and the results of the internal audit programme, processes investigation 

undertaken and whether or not that appropriate action is taken on the recommendations of the internal audit 

function; 

(ix) To review any related party transactions and conflict of interest situation that may arise within the Company or the 

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


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32 

AUDIT COMMITTEE REPORT (cont’d) 

Functions of the Audit Committee (cont'd) 

(x) To consider the appointment, the audit fee and resignation or dismissal of the external auditors; and 

(xi) To recommend the nomination of a person as external auditors. 

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE 

The activities of the Audit Committee during the financial year ended 31 December 2012 include the followings:- 

• Reviewed and recommended for Board’s approval on the unaudited quarterly financial results and audited financial 

statements; 

• Assessed the Group’s financial performance; 

• Reviewed the Audit Planning Memorandum and discussed with the External Auditors on their findings and issues arising 

from the audits; 

• Made recommendations to the Board for re-appointment of External Auditors; 

• Reviewed the procedures monitoring recurrent related party transactions within the Group and the renewal of 

shareholders’ mandate; 

• Reviewed the status of the internal control system of the Group; 

• Reviewed the internal audit reports on findings and recommendations and ensuring that material findings are adequately 

addressed by the Management; 

• Assessed the adequacy of competency of the internal auditing function; 

• Reviewed the Audit Committee Report and Statement on Internal Control for inclusion into the Annual Report. 

INTERNAL AUDIT FUNCTION 

The Audit Committee, in particular, is assisted by the in-house Internal Audit Department who undertake the audit and 

compliance functions of the Group. Internal audit focuses on determining whether the controls provide reasonable assurance 

of effective and efficient operations, as to reliability and integrity of financial data and reports, and compliance with laws, 

regulations and contracts. 

The internal auditor has progressively conducted independent and regular reviews to assess the adequacy and effectiveness 

of the Group’s internal control systems and ensure that the Group’s policies and operating procedures are complied with. 

Audits were carried out on key processes or strategic business units of the Group. The internal auditor also monitored the 

effectiveness of administration and financial controls applied and the reliability and integrity of data that was produced 

within the Group. Audit findings were presented to the Audit Committee and recommendations were highlighted for 

improvements on a quarterly basis. 

The total cost incurred for the Group’s internal audit function for the financial year ended 31 December 2012 amounted 

to approximately RM134,400.00

FINANCIAL 

STATEMENTS 

Directors’ Report 34 

Statement by Directors 39 

Statutory Declaration 39 

Independent Auditors’ Report 40 

Statements of Financial Position 42 

Statements of 

Comprehensive Income 45 

Statements 

of Changes in Equity 46 

Statements of Cash Flows 48 

Notes to the 

Financial Statements 51 


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34 

DIRECTORS’ REPORT 

FOR THE YEAR ENDED 31 DECEMBER 2012 

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

the Company for the financial year ended 31 December 2012. 

PRINCIPAL ACTIVITIES 

The Company is an investment holding company and the principal activities of its subsidiaries are listed in Note 6 to the 

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

except as disclosed in Note 6. 

FINANCIAL RESULTS 

Group Company 

RM RM 

Net profit for the year 13,672,635 4,085,557 

Profit attributable to: 

Owners of the parent 13,698,866 4,085,557 

Non-controlling interests (26,231) - 

13,672,635 4,085,557 

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

not been substantially affected by any item, transaction or event of a material and unusual nature. 

DIVIDENDS 

The amounts of dividends declared by the Company since 31 December 2011 were as follows: 

In respect of the financial year ended 31 December 2012:- 

First interim tax exempt single tier dividend of 2.5% on 111,152,114 ordinary shares, 

declared on 10 May 2012 and paid on 4 June 2012 1,111,521 

The directors do not recommend any final dividend payment in respect of the current financial year ended 31 December 

2012. 

RM

DIRECTORS’ REPORT (cont’d) 


RESERVES AND PROVISIONS 

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

the financial statements. 

ISSUE OF SHARES AND DEBENTURES 

During the financial year, the Company increased its issued and paid up share capital from RM40,379,126 to RM45,016,559 

by way of the issuance of: 

a) 10,000,000 ordinary shares of RM0.40 each pursuant to the Company’s private placement at an issue price of RM0.61 

per share; and 

b) 1,593,584 ordinary shares of RM0.40 each at an issue price of RM0.40 per share arising from the exercise of Warrants 

2003/2013 issued by the Company. 

The Company has not issued any new debenture during the financial year. 

SHARE OPTIONS 

WARRANTS 2003/2013 

Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable warrants on 13 October 2003 in 

conjunction with a rights issue of 15,999,200 new ordinary shares of RM1.00 each in the Company. Each warrant entitles the 

registered holder at any time during the exercise period from 13 October 2003 to 13 October 2013 to subscribe for 1 new 

ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per share. With effect from 10 September 

2010, the 15,999,200 unexercised warrants were adjusted to an exercise price of RM0.40 per share consequential to the 

Company’s capital reduction exercise. On 11 October 2010, an additional 6,414,377 warrants were issued at an exercise price 

of RM0.40 per share in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. 

As at 31 December 2012, 1,833,398 warrants have been exercised and there were 20,580,179 unexercised warrants at an 

exercise price of RM0.40 per share. 

WARRANTS 2010/2020 

Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000 detachable warrants on 11 October 2010 

in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. Each warrant entitles 

the registered holder at any time during the exercise period from 11 October 2010 to 11 October 2020 to subscribe for 

1 new ordinary share of RM0.40 each in the Company at an exercise price of RM0.50 per share. As at 31 December 2012, 

none of the aforesaid warrants has been exercised and there were 25,177,000 unexercised warrants at an exercise price of 

RM0.50 per share. 

DIRECTORS 

The directors who served since the date of the last report are:- 

Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 





In accordance with Article 101 of the Company’s Articles of Association, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 

retires at the forthcoming annual general meeting and being eligible, offers himself for re-election. 

In accordance with Section 129(6) of the Companies Act, 1965, Peter Wong Hoy Kim seeks for re-appointment as Director 

of the Company at the forthcoming Annual General Meeting. 


35 



36 



DIRECTORS’ BENEFITS 

Since the end of the last financial year, no director of the Company has received or entitled to receive any benefit (other 

than the directors’ remuneration as disclosed in the financial statements) by reason of a contract made by the Company or 

a related corporation with the director or with a firm of which the director is a member, or with a company in which the 

director has a substantial financial interest except for the related party transactions as disclosed in Note 35 to the financial 

statements. 

Neither during nor at the end of the financial year, was the Company a party to any arrangements whose object is to enable 

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

corporate. 

DIRECTORS’ INTEREST 

The shareholdings in the Company and its related corporations of those who were directors at the end of the financial 

year, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 

1965 were as follows:- 

Number of ordinary shares of RM0.40 each 

Shares in the Company Balance at Balance at 

Gunung Capital Berhad 01.01.2012 Bought Sold 31.12.2012 

Direct Interest 

Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 22,129,070 998,100 - 23,127,170 

Indirect Interest 

Iskandar Ibrahim * 4,889,300 - (1,000,000) 3,889,300 

Number of options for ordinary shares of 

RM0.40 each (Warrant 2003/2013) 

Balance at Balance at 

01.01.2012 Bought Exercised 31.12.2012 


Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 269,100 - (269,100) - 


Iskandar Ibrahim * 1,249,300 201,700 - 1,451,000



DIRECTORS’ INTEREST (cont’d) 

Number of options for ordinary shares of 

RM0.40 each (Warrant 2010/2020) 

Balance at Balance at 

01.01.2012 Bought Exercised 31.12.2012 


Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 1,944,235 - - 1,944,235 


Iskandar Ibrahim * 1,147,300 - - 1,147,300 

* Shares deemed held on the date of appointment as director on 19 January 2012 by virtue of Section 6A(4)(c) of the 

Companies Act, 1965. 

By virtue of his interest in the shares of the Company, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal is deemed interested 

in the shares of all the subsidiaries of the Company to the extent that the Company has an interest. 

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS 

a) Before the financial statements 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 

allowance for doubtful debts and have satisfied themselves that all known bad debts have been written off and 

that adequate allowance had been made for doubtful debts; and 

(ii) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business, 

their values as shown in the accounting records of the Group and of the Company have been written down to an 

amount which they might be expected to realise. 

b) At the date of this report, the directors are not aware of any circumstances: 

(i) which would render the amount written off for bad debts or the amount of allowance for doubtful debts in the 

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

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

Company misleading; or 

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

and of the Company misleading or inappropriate. 

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

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

which secures the liability of any other person; or 

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


37 



38 



STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (cont’d) 

d) No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve 

months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the 

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

OTHER STATUTORY INFORMATION 

a) 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. 

b) In the opinion of the directors, 

(i) 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; and 

(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, 

transaction or event of a material and unusual nature likely to affect substantially the results of the operations 

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

AUDITORS 

The auditors, Messrs STYL Associates, have indicated their willingness to continue in office. 

Signed on behalf of the Board in accordance with a resolution of the directors, 


BIN HAFIZ SYED ABDUL FASAL ISKANDAR IBRAHIM 

Director Director 

Kuala Lumpur 

Date : 23 April 2013

STATEMENT BY DIRECTORS 

We, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal and Iskandar Ibrahim, being directors of Gunung Capital Berhad, do 

hereby state on behalf of the directors that in our opinion, the accompanying financial statements of the Group and of the 

Company as set out on pages 42 to 96 are properly drawn up in accordance with Malaysian Financial Reporting Standards, 

International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a 

true and fair view of the financial position of the Group and of the Company as at 31 December 2012 and of the results 

and cash flows of the Group and of the Company for the financial year ended on that date. 

The supplementary information as set out in Note 42 is prepared in accordance with Guidance on Special Matter No. 1, 

Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure pursuant to Bursa Malaysia Securities 

Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia 

Securities Berhad. 

Signed on behalf of the Board in accordance with a resolution of the directors, 


BIN HAFIZ SYED ABDUL FASAL ISKANDAR IBRAHIM 

Director Director 

Kuala Lumpur 

Date : 23 April 2013 

STATUTORY DECLARATION 

I, Iskandar Ibrahim, being the director primarily responsible for the accounting records and financial management of Gunung 

Capital Berhad, do solemnly and sincerely declare that the accompanying financial statements of the Group and of the 

Company as set out on pages 42 to 96, are to the best of my knowledge and belief, correct and I make this solemn declaration 

conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. 

Subscribed and solemnly declared by 


at Kuala Lumpur on 23 April 2013 

Before me: 

No. W 626 

Hajjah Jamilah Ismail 

Pesuruhjaya Sumpah 

Kuala Lumpur 

ISKANDAR IBRAHIM 


39 



40 

INDEPENDENT AUDITORS’ REPORT 

TO THE MEMBERS OF GUNUNG CAPITAL BERHAD 

Report on the Financial Statements 

We have audited the financial statements of Gunung Capital Berhad, which comprise the statements of financial position 

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

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

of significant accounting policies and other explanatory information, as set out on pages 42 to 96. 

Directors’ Responsibility for the Financial Statements 

The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in 

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

of the Companies Act, 1965 in Malaysia, and for such internal control as the directors determine are necessary to enable the 

preparation of financial statements that are free from material misstatement, whether due to fraud or error. 

Auditors’ Responsibility 

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

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

requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free 

from material misstatement. 

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

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

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

to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are 

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s 

internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness 

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

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

opinion. 

Opinion 

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

as of 31 December 2012 and of their financial performance and cash flows for the year then ended in accordance with 

Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies 

Act, 1965 in Malaysia.

INDEPENDENT AUDITORS’ REPORT (cont’d) 

TO THE MEMBERS OF GUNUNG CAPITAL BERHAD 

Report on Other Legal and Regulatory Requirements 

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

a) In our opinion the accounting and other records and the registers required by the Act to be kept by the Company and 

its subsidiaries have been properly kept in accordance with the provisions of the Act. 

b) We have considered the accounts and the auditors’ report of all the subsidiaries of which we have not acted as auditors, 

which are indicated in Note 6 to the financial statements. 

c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s 

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

financial statements of the Group and we have received satisfactory information and explanations required by us for 

those purposes. 

d) the audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse 

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

Other Reporting Responsibilities 

Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information 

set out in Note 42 to the financial statements has been compiled by the Company as required by the Bursa Malaysia Securities 

Berhad Listing Requirements. We have extended our audit procedures to report on the process of compilation of such 

information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the 

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

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

presented based on the format prescribed by Bursa Malaysia Securities Berhad. 

Other Matters 

a) As stated in Note 2 to the financial statements, Gunung Capital Berhad adopted Malaysian Financial Reporting Standards 

on 1 January 2012 with a transition date of 1 January 2011. These standards were applied retrospectively by directors 

to the comparative information in these financial statements, including the statements of financial position as at 31 

December 2011 and 1 January 2011, and the statements of comprehensive income, statements of changes in equity and 

statements of cash flows for the financial year ended 31 December 2011 and related disclosures. We were not engaged 

to report on the 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 2012 have, in these circumstances, 

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

misstatements that materially affect the financial position as of 31 December 2012 and financial performance and cash 

flows for the year then ended. 

b) This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies 

Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content 

of this report. 

STYL ASSOCIATES TAN TIN 

[AF 001929] 1451/06/14(J/PH) 

Chartered Accountants Partner 

Kuala Lumpur 

Date : 23 April 2013 


41 



42 

STATEMENTS OF FINANCIAL POSITION 

AS AT 31 DECEMBER 2012 

Group 

Assets 

Note 31-12-12 

RM 

31-12-11 

RM 

01-01-11 

RM 

Non-current assets 

Property, plant and equipment 4 80,621,298 93,586,017 96,813,534 

Investment properties 5 - 261,040 4,169,931 

Other financial assets 7 15,924 277,678 277,678 

Goodwill on consolidation 8 12,449,762 12,449,762 12,449,762 

93,086,984 106,574,497 113,710,905 

Current assets 

Inventories 9 542,259 809,420 985,814 

Trade receivables 10 2,411,839 765,267 19,546,117 

Other receivables 11 8,660,487 14,134,197 6,790,931 

Tax recoverable 634,587 633,098 639,908 

Other financial assets 7 - - 3,306,683 

Cash and bank balances 13 17,909,658 19,241,908 9,805,734 

30,158,830 35,583,890 41,075,187 

Assets of disposal group classified as held for sale 14 - 3,938,612 - 

30,158,830 39,522,502 41,075,187 

Total assets 123,245,814 146,096,999 154,786,092 

Equity and liabilities 

Capital and reserves 

Share capital 15 45,016,559 40,379,126 40,283,200 

Reserves 16 18,313,297 3,616,552 2,622,504 

Shareholders' equity 63,329,856 43,995,678 42,905,704 

Non-controlling interests 266,868 (47,502) 7,304,959 

Total equity 63,596,724 43,948,176 50,210,663 

Non-current liabilities 

Finance lease and hire purchase payables 17 22,036,328 36,505,861 52,396,272 

Shareholder’s advance 18 - 6,231,949 6,047,500 

Deferred tax liabilities 19 1,400,828 2,181,830 2,126,413 

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

23,437,156 44,919,640 60,570,185

STATEMENTS OF FINANCIAL POSITION (cont’d) 


Group (cont’d) 

Note 31-12-12 

RM 

31-12-11 

RM 

01-01-11 

RM 

Current liabilities 

Trade payables 20 1,568,010 2,363,185 4,766,081 

Other payables 21 12,925,766 32,317,554 15,993,441 

Tax liabilities 2,196,403 1,684,838 578,382 

Finance lease and hire purchase payables 17 19,521,755 16,915,464 15,528,768 

Bank borrowings 22 - 3,943,546 7,138,572 

36,211,934 57,224,587 44,005,244 

Liabilities directly associated with disposal 

group classified as held for sale 14 - 4,596 - 

36,211,934 57,229,183 44,005,244 

Total liabilities 59,649,090 102,148,823 104,575,429 

Total equity and liabilities 123,245,814 146,096,999 154,786,092 

Company 

Assets 

Non-current assets 

Property, plant and equipment 4 - 1,427 5,035 

Investment in subsidiaries 6 48,978,899 47,218,901 34,068,530 

48,978,899 47,220,328 34,073,565 

Current assets 

Other receivables 11 1,251,000 1,751,150 16,210 

Amount owing by subsidiaries 12 - 2,969,666 1,430,864 

Tax recoverable - 2,950 2,950 

Cash and bank balances 13 2,024,254 1,126,839 3,518,064 

3,275,254 5,850,605 4,968,088 

Assets of disposal group classified as held for sale 14 - 1,892,629 - 

3,275,254 7,743,234 4,968,088 

Total assets 52,254,153 54,963,562 39,041,653 



43 



44 

STATEMENTS OF FINANCIAL POSITION (cont’d) 


Company (cont’d) 

Equity and liabilities 

Note 31-12-12 

RM 

31-12-11 

RM 

01-01-11 

RM 

Capital and reserves 

Share capital 15 45,016,559 40,379,126 40,283,200 

Reserves 16 4,859,646 (214,391) (1,358,514) 

Shareholders' equity 49,876,205 40,164,735 38,925,046 

Current liabilities 

Other payables 21 2,377,948 14,711,038 26,675 

Amount owing to subsidiaries 12 - 87,789 89,932 

Total liabilities 2,377,948 14,798,827 116,607 

Total equity and liabilities 52,254,153 54,963,562 39,041,653 

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

STATEMENTS OF COMPREHENSIVE INCOME 


Note 2012 

RM 

Group Company 

Continuing Operations 

Revenue 23 79,002,216 75,640,781 5,000,000 4,976,000 

Cost of sales (53,952,833) (51,866,069) - - 

Gross Profit 25,049,383 23,774,712 5,000,000 4,976,000 

Other income 24 1,520,475 1,868,354 772,355 366,474 

Administrative and operating expenses (4,856,488) (4,260,465) (1,640,756) (1,170,777) 

Finance costs 25 (3,906,226) (4,893,655) (46,042) - 

Profit before taxation 26 17,807,144 16,488,946 4,085,557 4,171,697 

Tax expense 29 (4,134,509) (3,463,994) - - 

Profit from continuing operations 13,672,635 13,024,952 4,085,557 4,171,697 

Discontinued Operations 30 

Loss from discontinued operations - (38,431) - - 

Net profit for the year 13,672,635 12,986,521 4,085,557 4,171,697 

Other comprehensive income - - - - 

Total comprehensive income 13,672,635 12,986,521 4,085,557 4,171,697 

2011 

RM 

Attributable to: 

Owners of the parent 13,698,866 9,571,302 

Non-controlling interest (26,231) 3,415,219 

13,672,635 12,986,521 

Earnings per ordinary share (sen) 31 

Basic earnings per share 

From continuing operations 12.47 9.53 

From discontinued operations - (0.04) 

12.47 9.49 

Diluted earnings per ordinary share (sen) 

From continuing operations 10.90 8.34 

From discontinued operations - (0.03) 


10.90 8.31 

2012 

RM 

2011 

RM 


45 



46 

STATEMENTS OF CHANGES IN EQUITY 


Attributable to Equity Holders of the Company 

Non-Distributable 

Total 

Equity 

RM 

Non- 

Controlling 

Interests 

RM 

Total 

RM 

Retained 

Earnings 

RM 

Equity 

Transaction 

Reserve 

RM 

Warrant 

Reserve 

RM 

Share 

Premium 

Reserve 

RM 

Share 

Capital 

RM 

Group 

Balance as at 1 January 2011 40,283,200 100,411 1,007,080 - 1,515,013 42,905,704 7,304,959 50,210,663 

Total comprehensive income - - - 9,571,302 9,571,302 3,415,219 12,986,521 

Transaction with owners 

Issue of shares during the year 95,926 - - - - 95,926 - 95,926 

Acquisition of shares from 

non-controlling interests - - - (5,549,320) - (5,549,320) (9,493,680) (15,043,000) 

Dividends paid (Note 32) - - - - (3,027,934) (3,027,934) - (3,027,934) 

Dividends paid to 

non-controlling interests - - - - - - (1,274,000) (1,274,000) 

Balance as at 31 December 2011 40,379,126 100,411 1,007,080 (5,549,320) 8,058,381 43,995,678 (47,502) 43,948,176 

Total comprehensive income - - - - 13,698,866 13,698,866 (26,231) 13,672,635 


Issue of shares during the year 4,637,433 2,100,001 - - - 6,737,434 - 6,737,434 

Dilution of equity interest in 

subsidiary (Note 6) - - - 9,399 - 9,399 290,601 300,000 

Acquisition of additional 

interests in subsidiary - - - - - - 50,000 50,000 

Dividends paid (Note 32) - - - - (1,111,521) (1,111,521) - (1,111,521) 

Balance as at 31 December 2012 45,016,559 2,200,412 1,007,080 (5,539,921) 20,645,726 63,329,856 266,868 63,596,724 

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

STATEMENTS OF CHANGES IN EQUITY (cont’d) 


Company 

Share 

Capital 

RM 

Share 

Premium 

Reserve 

RM 

Warrant 

Reserve 

RM 

(Accumulated 

Losses)/ 

Retained 

Earnings 

RM 

Balance as at 1 January 2011 40,283,200 100,411 1,007,080 (2,465,645) 38,925,046 

Total comprehensive income - - - 4,171,697 4,171,697 


Issue of shares during the year 95,926 - - - 95,926 

Dividends paid (Note 32) - - - (3,027,934) (3,027,934) 

Balance as at 31 December 2011 40,379,126 100,411 1,007,080 (1,321,882) 40,164,735 

Total comprehensive income - - - 4,085,557 4,085,557 


Issue of shares during the year 4,637,433 2,100,001 - - 6,737,434 

Dividends paid (Note 32) - - - (1,111,521) (1,111,521) 

Balance as at 31 December 2012 45,016,559 2,200,412 1,007,080 1,652,154 49,876,205 


Total 

RM 


47 



48 

STATEMENTS OF CASH FLOWS 


2012 

RM 

Group Company 

Cash Flows from Operating Activities 

Profit before taxation from: 

- continuing operations 17,807,144 16,488,946 4,085,557 4,171,697 

- discontinued operations - (38,431) - - 

Profit before taxation 17,807,144 16,450,515 4,085,557 4,171,697 

Adjustments for: 

Amortisation of long leasehold land 47,646 47,646 - - 

Bad debts written off - 13,446 - - 

Deposits forfeited - (928,000) - - 

Depreciation of investment properties 2,317 5,559 - - 

Depreciation of property, plant and equipment 19,202,004 18,161,675 1,427 3,608 

Dividend income - - (5,000,000) (4,976,000) 

Gain on disposal of: 

- held for trading financial assets - (119,568) - - 

- investment in subsidiary (539) - (417,371) - 

- investment property (11,277) - - - 

- property, plant and equipment (719,420) - - - 

Impairment loss on: 

- other financial assets 261,754 - - - 

- other receivables 3,285 - - - 

Interests expense 3,906,226 4,932,087 46,042 - 

Interests income (126,798) (135,948) (384) (9,694) 

Inventories written down 73,859 200,000 - - 

Loss on disposal of property, plant and equipment 75,690 22,795 - - 

Property, plant and equipment written off - 29,073 - - 

Waiver of debts (35,080) - - - 

Operating profit / (loss) before working capital changes 40,486,811 38,679,280 (1,284,729) (810,389) 

Changes in inventories 193,302 (23,606) - - 

Changes in trade receivables (1,646,572) 18,767,404 - - 

Changes in other receivables 5,465,925 (7,343,266) 150 15,060 

Changes in trade payables (795,175) (2,402,896) - - 

Changes in other payables (8,737,507) 724,035 (35,612) 80,885 

Cash generated from / (used in) operations 34,966,784 48,400,951 (1,320,191) (714,444) 

Interest paid (3,906,226) (4,747,638) (46,042) - 

Tax paid (4,431,108) (2,356,700) - - 

Tax refunded 25,726 - 2,950 - 

Net cash generated from / (used in) 

Operating Activities 26,655,176 41,296,613 (1,363,283) (714,444) 


2011 

RM 

2012 

RM 

2011 

RM

STATEMENTS OF CASH FLOWS (cont’d) 


2012 

RM 

Group Company 

Cash Flows from Investing Activities 

Acquisition of subsidiary - - (1,327,265) (1,449,000) 

Acquisition of shares from 

non-controlling interests - (1,449,000) - - 

Dividends received - - 5,500,000 3,226,000 

Interest received 126,798 123,468 384 9,694 

Proceeds from disposal of: 

- held for trading financial assets - 3,426,251 - - 

- investment in subsidiary 2,282,422 - 2,310,000 - 

- investment property 270,000 - - - 

- property, plant and equipment 5,115,652 64,206 - - 

Purchase of property, plant and equipment (4,073,253) (12,365,678) - - 

Repayment to other payables for acquisition 

of subsidiary in previous year (11,288,000) - (11,288,000) - 

Net cash (used in) / generated from Investing Activities (7,566,381) (10,200,753) (4,804,881) 1,786,694 

Cash Flows from Financing Activities 

Dividends paid (2,120,999) (2,018,456) (2,120,999) (2,018,456) 

Dividends paid to non-controlling 

interests of subsidiary - (1,274,000) - - 

Issuance of shares 6,737,434 95,926 6,737,434 95,926 

Issuance of shares to non-controlling interests 300,000 - - - 

Net repayment of short term bank borrowings (3,943,546) (2,840,455) - - 

Repayment of finance lease and 

hire purchase payables (18,546,842) (15,236,715) - - 

Repayment of shareholder advance (4,505,138) - - - 

Repayment from former subsidiary 1,626,631 - 850,938 - 

Net repayment from / (advances to) subsidiaries - - 1,598,206 (1,540,945) 

Net cash (used in) / generated from 

Financing Activities (20,452,460) (21,273,700) 7,065,579 (3,463,475) 

Net (Decrease) / Increase in Cash and Cash Equivalents (1,363,665) 9,822,160 897,415 (2,391,225) 

Cash and Cash Equivalents brought forward 19,273,323 9,451,163 1,126,839 3,518,064 

Cash and Cash Equivalents carried forward (Note 13) 17,909,658 19,273,323 2,024,254 1,126,839 


2011 

RM 

2012 

RM 

2011 

RM 


49 



50 

STATEMENTS OF CASH FLOWS (cont’d) 


2012 

RM 

Group Company 

Significant Non-Cash Transactions 

Significant non-cash transactions during 

the year consist of:- 

- acquisition of subsidiary under other payables 

other payables - - - 13,594,000 

- acquisition of subsidiary by way of 

capitalising amount owing by subsidiary - - 432,733 - 

- acquisition of shares from non-controlling 

interests under other payables - 13,594,000 - - 

- acquisition of property, plant and 

equipment under finance lease 

and hire purchase payables 6,683,600 733,000 - - 

- acquisition of property, plant and 

equipment under other payables - 1,999,200 - - 


2011 

RM 

2012 

RM 

2011 

RM

NOTES TO THE FINANCIAL STATEMENTS 

31 DECEMBER 2012 

1 GENERAL 

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main 

Market of Bursa Malaysia Securities Berhad. The registered office of the Company is at Lot 5911, Jalan Perusahaan 1, 

Kamunting Industrial Estate, 34600 Kamunting, Perak Darul Ridzuan. 

The Company is an investment holding company and the principal activities of its subsidiaries are listed in Note 6 to 

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

year except as disclosed in Note 6. 

The financial statements of the Company have been authorised by the Board of Directors for issuance on 23 April 

2013. 

2 SIGNIFICANT ACCOUNTING POLICIES 

2.1 Basis of Preparation 

The financial statements of the Group and of the Company are prepared under the historical cost convention 

unless otherwise indicated in the accounting policies below, and are in accordance with Malaysian Financial 

Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 

1965 in Malaysia. 

The financial statements are presented in Ringgit Malaysia (RM). 

2.2 First Adoption of Malaysian Financial Reporting Standards (“MFRS”) 

The financial statements of the Group and of the Company for the financial year ended 31 December 2012 are 

the first set of financial statements prepared in accordance with the MFRS, and MFRS 1 “First-time adoption of 

MFRS” has been applied. 

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

with Financial Reporting Standards (“FRS”) in Malaysia. There are no adjustments made in preparing the Group’s 

and the Company’s opening MFRS statements of financial position as at 1 January 2011 (the Group’s and the 

Company’s date of transition to MFRS). 

The accounting policies set out in Note 2.4 have been consistently applied in preparing the financial statements 

of the Group and of the Company for the financial year ended 31 December 2012, together with the comparative 

information as at and for the financial year ended 31 December 2011 and the opening statements of financial 

position as at 1 January 2011. 


51 



52 

NOTES TO THE FINANCIAL STATEMENTS (cont’d) 


2 SIGNIFICANT ACCOUNTING POLICIES (cont’d) 

2.3 Standards Issued but not yet Effective 

The Group and the Company have not adopted the following standards and interpretations that have been issued 

but not yet effective: 

Descriptions 

Effective for annual 

periods beginning 

on or after 

Amendments to MFRS 1: First-time adoption of Malaysian Financial Reporting 

Standards – Government Loans 

1 January 2013 

Amendments to MFRS 1: First-time adoption of Malaysian Financial Reporting 

Standards (Annual Improvements 2009-2011 Cycle) 


Amendments to MFRS 7: Financial Instruments: Disclosures – Offsetting Financial 

Assets and Financial Liabilities 


MFRS 9: Financial Instruments 1 January 2015 

MFRS 10: Consolidated Financial Statements 1 January 2013 

Amendments to MFRS 10: Consolidated Financial Statements – Investments Entities 1 January 2014 

MFRS 11: Joint Arrangements 1 January 2013 

MFRS 12: Disclosure of Interests in Other Entities 1 January 2013 

Amendments to MFRS 12: Disclosure of Interests in Other 

Entities – Investments Entities 


MFRS 13: Fair Value Measurement 1 January 2013 

Amendments to MFRS 101: Presentation of Financial Statements – Presentation 

of Items of Other Comprehensive Income 

1 July 2012 

Amendments to MFRS 101: Presentation of Financial Statements 

(Annual Improvements 2009-2011 Cycle) 


Amendments to MFRS 116: Property, Plant and Equipment 



MFRS 119: Employee Benefits 1 January 2013 

MFRS 127: Separate Financial Statements (revised) 1 January 2013 

Amendments to MFRS 127: Separate Financial Statements – Investments Entities 1 January 2014 

MFRS 128: Investment in Associates and Joint Ventures 1 January 2013 

Amendments to MFRS 132: Financial Instruments: Presentation 



Amendments to MFRS 132: Financial Instruments: Presentation – Offsetting 

Financial Assets and Financial Liabilities 


Amendments to MFRS 134: Interim Financial Reporting 



MFRS 141: Agriculture 1 January 2014 

IC Interpretation 15: Agreements for the Construction of Real Estate 1 January 2014 

IC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine 1 January 2013 

The management does not anticipate that the adoption of these amendments, standards and interpretations 

to have any material impact on the financial statements in the period for initial application except for potential 

changes and new disclosure and presentation requirements as discussed below: 

(a) Amendments to MFRS 7: Financial Instruments: Disclosures 

The amendment requires more extensive disclosures focusing on quantitative information about recognised 

financial instruments that are offset in the statement of financial position and those that are subject to master 

netting or similar arrangements irrespective of whether they are offset.




2.3 Standards Issued but not yet Effective (contd) 

(b) MFRS 9: Financial Instruments 

MFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities. 

It replaces the parts of MFRS 139 that relate to the classification and measurement of financial instruments. 

MFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair 

value and those measured at amortised cost. The determination is made at initial recognition. The classification 

depends on the entity’s business model for managing its financial instruments and the contractual cash 

flow characteristics of the instrument. For financial liabilities, the standard retains most of the MFRS 139 

requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, 

the part of a fair value change due to an entity’s own credit risk is recorded directly in other comprehensive 

income, unless this creates an accounting mismatch. The Company is yet to assess MFRS 9’s full impact and 

intends to adopt MFRS 9 no later than the accounting period beginning on or after 1 January 2015. 

(c) MFRS 10: Consolidated Financial Statements 

MFRS 10 establishes a single control model that applies to all entities including special purpose entities. It 

establishes control as the basis of determining which entities are consolidated in the consolidated financial 

statements and sets out the accounting requirements for the preparation of consolidated financial statements. 

It replaces all the guidance on control and consolidation in MFRS 127: Consolidated and separate financial 

statements and IC Interpretation 12: Consolidation – special purpose entities. 

(d) MFRS 12: Disclosure of Interests in Other Entities 

MFRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and 

structured entities. A number of new disclosures are required. This standard affects disclosure only and has 

no impact on the Group’s financial position or performance. 

(e) MFRS 13: Fair Value Measurement 

MFRS 13 aims to improve consistency and reduce complexity by establishing a single source of fair value 

measurement and disclosure requirements for use across MFRSs. MFRS 13 does not change when an entity is 

required to use fair value, but rather provides guidance on how to measure fair value under MFRS when fair 

value is required or permitted. The Group is currently assessing the impact of adoption of MFRS 13. 

(f) Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income 

The amendments change the grouping of items presented in Other Comprehensive Income. Items that could 

be reclassified (or “recycled”) to profit of less at future point in time (for example, upon decrecognition or 

settlement) would be presented separately from items that will never be reclassified. The amendment affects 

presentation only and has no impact on the Group’s financial position or performance. 

(g) MFRS 127: Separate Financial Statements (revised) 

As consequence of the new MFRS 10 and MFRS 12, the revised MFRS 127 is limited to the accounting for 

subsidiaries, jointly controlled entities and associates in separate financial statements. 

(h) Amendments to MFRS 132: Financial Instruments: Presentation 

The amendment does not change the current offsetting model in MFRS 132. It clarifies the meaning of “currently 

has a legal enforceable right of set-off” that the right of set-off must be available today (not contingent on 

a future event) and legally enforceable for all counterparties in the normal course of business. 


53 



54 




2.4 Summary of Significant Accounting Policies 

(a) Basis of Consolidation 

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

subsidiaries made up to the same financial year. Subsidiaries are companies in which the Group has the power 

to exercise control over the financial and operating policies so as to obtain benefits from their activities, 

generally accompanying a shareholding of more than one half of the voting rights. 

Subsidiaries are consolidated from the date on which control is transferred to the Group and are de-consolidated 

from the date control ceases. The financial statements of subsidiaries are prepared for the same reporting 

period as the Company, and uniform accounting policies are adopted in the financial statements for like 

transactions and events in similar circumstances. 

Acquisitions of subsidiaries are accounted for using the acquisition method. Identifiable assets acquired and 

liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. 

Acquisition related costs are recognised as expenses in the periods in which the costs are incurred and the 

services are received. 

In business combinations achieved in stages, previously held equity interests in the acquiree are re-measured 

to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. 

The Group elects for each individual business combination, whether non-controlling interest in the acquiree 

(if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate 

share of the acquiree net identifiable assets. 

Any excess of the sum of the fair value of the consideration transferred in the business combination, the 

amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held 

equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities 

is reflected as goodwill in the statement of financial position. The accounting policy for goodwill is set out 

in Note 2.4(c). In instances where the latter amount exceeds the former, the excess is recognised as a gain on 

bargain purchase in profit or loss on the acquisition date. 

All intra-group transactions, balances and resulting unrealised gains are eliminated on consolidation and 

the consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on 

consolidation unless cost cannot be recovered. 

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s 

share of its assets together with any unamortised balance of goodwill. 

(b) Transactions with Non-Controlling Interests 

Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to owners 

of the Company, and is presented separately in the consolidated statement of comprehensive income and 

within equity in the consolidated statement of financial position, separately from equity attributable to 

owners of the Company. 

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control 

are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and 

non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any 

difference between the amount by which the non-controlling interest is adjusted and the fair value of the 

consideration paid or received is recognised directly in equity and attributed to owners of the parent.




2.4 Summary of Significant Accounting Policies (cont’d) 

(c) Goodwill on Consolidation 

Goodwill is initially recognised as an asset at cost and subsequently measured at cost less accumulated 

impairment losses. 

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (“CGU”) 

expected to benefit from the synergies of the combination. CGU to which goodwill has been allocated are test 

for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the 

recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated 

first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the 

unit on a pro-rata basis of the carrying amount of each asset in the unit. An impairment loss recognised for 

goodwill shall not be reversed in a subsequent period. 

On disposal of a subsidiary company, the attributable amount of goodwill is included in the determination 

of the gain or loss on disposal. 

(d) Investments in Subsidiaries 

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairment losses, 

if any. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is 

taken up in the income statement. 

(e) Property, Plant and Equipment 

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. 

Cost includes expenditures that are directly attributable to the acquisition of the asset. 

Certain land and buildings of the Group are shown at valuation less subsequent depreciation and impairment 

losses. The directors have not adopted a policy of regular valuation, and have applied the transitional provisions 

of MFRS 1, First-time adoption of MFRS which permits these assets to be stated at their prevailing valuations 

less depreciation. The valuations were initially determined by independent professional valuers on the open 

market basis, and no later valuations were recorded in the financial statements. 

Surpluses arising from revaluation are dealt with in the property revaluation reserve. Any deficit arising is 

offset against the revaluation reserve to the extent of a previous increase for the same property. In all other 

cases, a decrease in carrying amount will be charged to the profit or loss. 

Depreciation is calculated to write off the cost of the property, plant and equipment to their residual values on 

the straight line method over their expected useful lives. Freehold land is not amortised. Long-leasehold land 

is amortised evenly over its applicable lease period. The annual rates used for other assets are as follows: 

% 

Buildings 2 

Plant and machinery 10 - 20 

Motor vehicles 14 - 20 

Furniture, fittings and equipment 10 - 20 


55 



56 





(e) Property, Plant and Equipment (cont’d) 

The residual values, useful lives and depreciation method are reviewed at each financial year end to ensure 

that the amount, method and period of depreciation are consistent with previous estimates and the expected 

pattern of consumption of the future economic benefits embodied in the items of the property, plant and 

equipment. 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits 

are expected from its use or disposal. Any gain or loss arising from de-recognition of the assets is included in 

the income statement in the year in which the assets is derecognised. 

(f) Investment Properties 

Investment properties consist of land and buildings held for capital appreciation or rental purpose and not 

occupied or only an insignificant portion is occupied for use or in the operations of the Group. Investment 

properties are treated as non-current investment and are measured initially at cost, including transaction 

costs. The carrying amount included the cost of replacing part of an existing investment property at the 

time that cost is incurred if the recognition criteria are met and excluded the costs of day-to-day servicing of 

investment properties. Fair value is arrived at by reference market evidence of transaction prices for similar 

properties and is performed by independent professional valuers. 

Gain or losses arising from changes in the fair values of investment properties are recognised in the income 

statements in the year in which they arise. 

Investment properties are derecognised when either they have been disposed or when the investment property 

is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains 

or losses on the retirement or disposal of an investment property are recognised in income statement in the 

year in which they arise. 

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 accounting policy for property, plant and equipment set out in 

Note 2.4(e) up to the date of change in use. 

(g) Financial Assets 

Financial assets are recognised in the statement of financial position when, and only when, the Group and 

the Company become a party to the contractual provisions of the financial instrument. Financial assets are 

classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity 

investments or available-for-sale financial assets, as appropriate. 

Financial assets are initially recognised at fair value plus directly attributable transaction cost, except for 

financial assets at fair value through profit and loss, which are recognised at fair value. The Group determines 

the classification of its financial assets after initial recognition and where appropriate, re-evaluates this 

designation at each reporting period.





(g) Financial Assets (cont’d) 

i) Financial assets at fair value through profit or loss 

Financial assets held for trading are included in the category “financial assets at fair value through profit 

and loss” and are classified as current assets. Financial assets are classified as held for trading if they are 

acquired for the purpose of selling in the near term. Derivative financial instruments are also classified 

as held for trading unless they are designated as effective hedging instruments. Subsequent to initial 

recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or 

losses arising from changes in fair value are recognised in profit or loss. Net gains on net losses on financial 

assets at fair value through profit or loss do not include exchange difference, interest and dividend income, 

which are recognised separately in profit or loss as part of other losses or other income. 

Financial assets at fair value through profit or loss could be presented as current or non-current. Financial 

assets that are primarily held for trading purposes are presented as current whereas financial assets that are 

not primarily held for trading are presented as current or non-current based on the settlement date. 

ii) Loans and receivables 

Financial assets with fixed or determinable payments that are not quoted in an active market are classified 

as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised 

cost using the effective interest method. Gains or losses are recognised in profit or loss when the loans 

and receivables are derecognised or impaired, and through amortisation process. Loans and receivables 

are classified as current assets, except for those having maturity dates later than 12 months after the 

reporting period which are classified as non-current. 

iii) Available-for-sale financial assets 

Available-for-sale financial assets are financial assets that designated as available for sale or are no 

classified in any of the other three categories. Subsequent to initial recognition, available-for-sale 

financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial 

assets are recognised in other comprehensive income, except that impairment losses, foreign exchange 

gains and losses on monetary instruments and interest calculated using the effective interest method are 

recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive 

income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset 

is derecognised. Interest income calculated using the effective interest method is recognised in profit 

or loss. Dividends on an available-for-sale equity instruments are recognised in profit or loss when the 

Group’s right to receive payment is established. 

Investments in equity instruments whose fair value cannot be reliably measured are measured at costs 

less impairment loss. Available-for-sale financial assets are classified as non-current assets unless they are 

expected to be realised within 12 months after the reporting period. 

A financial asset is derecognised when the contractual right to receive cash flow from the asset has expired. On 

derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of 

the consideration received and any cumulative gain or loss that had been recognised in other comprehensive 

income is recognised in profit or loss. 


57 



58 





(h) Impairment of Financial Assets 

The Group and the Company assess at each reporting period whether they is any objective evidence that a 

financial asset is impaired. 

i) Trade and other receivables and other financial assets carried at amortised cost 

To determine whether there is objective evidence that an impairment loss on financial assets has been 

incurred, the Group and the Company consider factors such as the probability of insolvency or significant 

financial difficulties of the debtor and default or significant delay in payments. For certain categories 

of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are 

subsequently assessed for impairment on is collective basis based on similar risk characteristics. Objective 

evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past 

experience of collecting payments, an increase in the number of delayed payments in the portfolio past 

the average credit period and observable changes in national or local economic conditions that correlate 

with default on receivables. 

If any such evidence exists, the amount of impairment loss is measured as the difference between the 

asset’s carrying amount and the present value of estimated future cash flows discounted at financial 

asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial 

assets with the exception of trade receivables, where the carrying amount is reduced through the use 

of an allowance account. When a trade receivable becomes uncollectible, it is written off against the 

allowance account. 

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related 

objectively to an event occurring after the impairment was recognised, the previously recognised impairment 

loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at 

the reversal date. The amount of reversal is recognised in profit or loss. 

ii) Unquoted equity securities carried at cost 

If there is objective evidence (such as significant adverse changes in the business environment where 

the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an 

impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured 

as the difference between the asset’s carrying amount and the present value of estimated future cash 

flows discounted at the current market rate of return for similar financial asset. Such impairment losses 

are not reversed in subsequent periods. 

iii) Available-for-sale financial assets 

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer 

or obligor, and the disappearance of an active trading market are considerations to determine whether 

there is objective evidence that investment securities classified as available-for-sale financial assets are 

impaired. 

If an available-for-sale financial asset is impaired, an amount comprising the difference between its 

cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss 

previously recognised in profit or loss, is transferred from equity to profit or loss.





(h) Impairment of Financial Assets (cont’d) 

iii) Available-for-sale financial assets (cont’d) 

Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the 

subsequent periods. Increase in fair value, if any subsequent to impairment loss is recognised in other 

comprehensive income. For available-for-sale debt investments, impairment losses are subsequently 

reversed in profit or loss if an increase in the fair value of the investment can be objectively related to 

an event occurring after the recognition of the impairment loss in profit or loss. 

(i) Financial Liabilities 

Financial liabilities are classified according to the substance of the contractual arrangements entered into 

and the definitions of a financial liability. 

Financial liabilities, within the scope of MFRS 139, are recognised in the statements of financial position when, 

and only when, the Group and the Company become a party to the contractual provisions of the financial 

instruments. Financial liabilities are classified as either financial liabilities at fair value through profit or loss 

or other financial liabilities. 

i) Financial liabilities at fair value through profit or loss 

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and 

financial liabilities designated upon initial recognition as at fair value through profit or loss. 

Financial liabilities held for trading include derivatives entered into by the Group and the Company that 

do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and 

subsequently stated at fair value, with any resultant gains or losses recognised in profit or loss. Net gains 

or losses on derivatives include exchange differences. 

The Group and the Company have not designated any financial liabilities as at fair value through profit 

or loss. 

ii) Other financial liabilities 

The Group’s and the Company’s other financial liabilities include trade payables, other payables and 

loans and borrowings. 

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs 

and subsequently measured at amortised cost using the effective interest method. 

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and 

subsequently measured at amortised cost using the effective interest method. Borrowings are classified 

as current liabilities unless the Group has an unconditional right to defer settlement of the liability for 

at least 12 months after the reporting period. 

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are 

derecognised, and through the amortisation process. 

A financial liability is derecognised when, and only when, the obligation under the liability is discharged or 

extinguished. On derecognition of a financial liability, the difference between the carrying amount of the 

financial liability extinguished or transferred to another party and the consideration paid, including any 

non-cash assets transferred or liabilities assumed, is recognised in profit or loss. 


59 



60 





(j) Financial Guarantee Contracts 

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse 

the holder for a loss it incurs because a specified debtor fails to make payment when due. 

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. 

Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss 

over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee 

contract when it is due and the Group and the Company, as 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 end of the reporting period and the amount initially recognised less 

cumulative amortisation. 

(k) Provisions 

Provisions for liabilities are recognised when the Group and the Company have a present legal or constructive 

obligation as a result of past events, when it is probable that an outflow of resources embodying economic 

benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. 

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where 

the effect of the time value of money is material, the amount of a provision is the present value of the 

expenditure expected to be required to settle the obligation. 

(l) Leases 

i) As lessee 

Finance leases, which transfer to the Company substantially all the risks and rewards incidental to 

ownership of the leased item, are capitalised at the inception of the lease at fair value of the lease asset 

or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added 

to the amount capitalised. Lease payments are apportioned between the finance charges and reduction 

of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. 

Finance charges are charged to the 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 lives of the assets concerned. However, if there 

is no reasonable certainty that the Group will obtain ownership at the end of the lease term, the asset 

is depreciated over the shorter of the estimated useful life and the lease term. 

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the 

lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of 

rental expense over the lease term on a straight-line basis. 

ii) 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 bases as rental 

income. The accounting policy for rental income is set out in Note 2(t)(iii).





(m) Impairment of Non-financial Assets 

The carrying amounts of the Group’s assets are reviewed for impairment losses when there is an indication 

that the assets might be impaired. Impairment is measured by comparing the carrying amounts of the assets 

with their recoverable amounts. An impairment loss is recognised in profit or loss immediately. 

An asset’s recoverable amount is the higher 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 they 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 pre-tax discount rate that reflects current market assessments of the time value 

of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable 

amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a 

CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those 

units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of 

units on a pro-rata basis. 

Reversal of impairment losses recognised in prior year is recorded where there is indication that the impairment 

losses recognised for the assets no longer exist or have decreased. The reversal is recognised to the extent of 

the asset’s carrying amount that would have been determined, net of depreciation and amortisation, had no 

impairment loss been recognised. The reversal is recognised in the income statement immediately. Impairment 

loss on goodwill is not reversed in a subsequent period. 

(n) Inventories 

Inventories of finished goods, work-in-progress and raw materials are stated at the lower of cost, determined 

using the “weighted average” method and net realisable value. Cost of finished goods and work-in-progress 

includes cost of raw materials, direct labour and an appropriate allocation of manufacturing overheads. Cost 

of raw materials includes the original purchase price plus cost of bringing these inventories to their present 

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

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

(o) Cash and Cash Equivalents 

Cash and cash equivalents consist of cash and bank balances and deposits with financial institutions. Cash 

equivalents are short-term, highly liquid investments that are readily convertible to cash with insignificant 

risk of changes in value. 

(p) Equity Instruments 

Ordinary shares are classified as equity instruments. Ordinary shares are recorded at the proceeds received, net 

of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised in equity 

in the period that they are declared. 

(q) Earnings per Ordinary Share 

The Group presents basic and diluted earnings per ordinary share (EPS) data for its ordinary shares. Basic EPS is 

calculated by dividing the profit of loss attributable to ordinary shareholders of the Company by the weighted 

average number of ordinary shares outstanding during the period, adjusted for own shares held. 


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(r) Income Tax 

Tax on the profit or loss for the financial year comprises current and deferred tax. Income tax is recognised in 

the profit or loss except to the extent that it relates to items recognised outside profit or loss, either in other 

comprehensive income or directly in equity. 

Current tax expense is the expected tax payable on the taxable income for the financial year, using tax rates 

enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of 

previous financial years. 

Deferred tax is provided, using the liability method, on all material temporary differences arising between 

tax bases of assets and liabilities and their carrying amounts in the financial statements. 

Temporary differences are not recognised for the initial recognition of assets or liabilities that at the time of 

the transaction affects neither accounting nor taxable profit. The amount of deferred tax provided is based 

on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities, using 

tax rates enacted or substantially enacted at the balance sheet date. 

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 future taxable profits will be available against 

which these assets can be utilised. 

The carrying amount of deferred tax assets is reviewed at each reporting period 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 period and are 

recognised to the extent that it has become probable that future taxable profit will allow the deferred tax 

assets to be utilised. 

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax 

items are recognised in correlation to the underlying transaction either in other comprehensive income or directly 

in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. 

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current 

tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same 

taxation authority. 

(s) Employee Benefits 

(i) Short term benefits 

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year 

in which the associated services are rendered by employees of the Group and of the Company. Short 

term accumulating compensated absences such as paid annual leave are recognised when services are 

rendered by employees that increase their entitlement to future compensated absences, and short term 

non-accumulating compensated absences such as sick leave are recognised when the absences occur. 

(ii) Defined contribution plans 

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees 

Provident Fund (“EPF”). Such contributions are recognised as expense in profit or loss in the year to 

which they relate.





(t) Revenue Recognition 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and 

the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration 

received or receivable. 

(i) Sale of goods 

Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership 

of the goods to the customer. 

(ii) Rendering of services 

Revenue from render of services is recognised upon completion of service rendered. 

(iii) Rental income 

Rental income is accounted for on a straight-line basis over the term of the lease. The aggregate of 

incentives provided to lessees are recognised as a reduction of rental income over the lease term on a 

straight-line basis. 

(iv) Interest income 

Interest income is recognised on accrual basis. 

(v) Dividend income 

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

(u) Discontinued Operations 

A component of the Group is classified as a “discontinued operation” when the criteria to be classified as 

held for sale have been met or it has been disposed of and such a component represents a separate major 

line of business or geographical area of operations or is part of a single coordinated major line of business 

or geographical area of operations. A component is deemed to be held for sale if its carrying amounts will 

be recovered principally through a sale transaction rather than through continuing use. 

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. 

(v) Operating Segments 

An operating segment is a component of the Group that engages in business activities from which it may 

earn revenues and incur expenses, including revenue and expenses that relate to transactions with any of 

the Group’s other components. An operating segment’s results are reviewed regularly by the chief operating 

decision maker to make decisions about resources to be allocated to the segment and assess its performance, 

and for which discrete financial information is available. 

(w) Government Grants 

Government grants are recognised when there is reasonable assurance that the Group will comply with 

the conditions attaching to them and the grants will be received. Government grants related to assets are 

recognised as deferred revenue that is recognised in profit or loss on a systematic basic over the useful lives of 

the assets. Government grants related to income are presented as a credit in the profit or loss separately. 


63 



64 



3 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS 

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. 

They affect the application of the Group’s and the Company’s accounting policies and reported amounts of assets, 

liabilities, income, expenses and disclosures made. They are assessed on an on-going basis and are based on experience and 

relevant factors, including expectations of future events that are believed to be reasonable under the circumstances. 

3.1 Judgements made in applying accounting policies 

There are no critical judgements made by management in the process of applying the Group’s accounting policies 

that has significant effect on the amounts recognised in the financial statements. 

3.2 Key sources of estimation uncertainty 

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet 

date, that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities 

within the next financial year are discussed below:- 

(a) Depreciation of property, plant and equipment and investment properties 

Property, plant and equipment and investment properties are depreciated on a straight-line basis over their 

estimated useful lives. Management estimated the useful lives of these assets to be within 5 to 99 years. 

Changes in the expected level of usage and technological developments could impact the economic useful 

lives and the residual values of these assets, therefore future depreciation charges could be revised. 

(b) Impairment of property, plant and equipment and investment properties 

The Group carries out the impairment test based on a variety of estimation including the value-in-use of the 

cash-generating unit (“CGU”) to which the property, plant and equipment, and investment properties are 

allocated. Estimating the value-in-use requires the Group to make an estimate of the expected future cash 

flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of 

those cash flows. 

(c) Impairment of trade and other receivables 

An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management 

specifically reviews its loans and receivables financial assets and analyses historical bad debts, customer 

concentrations, customer creditworthiness, current economic trends and changes in the customer payment 

terms when making judgement to evaluate the adequacy of the allowance for impairment losses. Where 

there is objective evidence of impairment, the amount and timing of future cash flows are estimated based 

on historical loss experience for assets with similar credit risk characteristics. If the expectation is different 

from the estimation, such difference will impact the carrying value of receivables. 

(d) Net realisable values of inventories 

The management reviews for slow-moving and obsolete inventories. This review requires judgement and 

estimates. Possible changes in these estimates could result in revision to the valuation of inventories.



4 PROPERTY PLANT AND EQUIPMENT 

Group 

As at 

01.01.2012 

RM 

Additions 

RM 

Disposals 

RM 

As at 

01.01.2012 

RM 

Cost / Valuation 

At valuation: 

Buildings 3,156,105 - - 3,156,105 

Long leasehold land 2,085,395 - - 2,085,395 

5,241,500 - - 5,241,500 

At cost: 

Buildings 3,427,027 - - 3,427,027 

Long leasehold land 3,041,906 - - 3,041,906 

Plant and machinery 231,219 - - 231,219 

Motor vehicles 111,772,684 10,746,740 (5,385,024) 117,134,400 

Furniture, fittings and equipment 2,232,943 10,113 - 2,243,056 

120,705,779 10,756,853 (5,385,024) 126,077,608 

Total 125,947,279 10,756,853 (5,385,024) 131,319,108 

As at 

01.01.2012 

RM 

Charge 

for the year 

RM 

Disposals 

RM 

As at 

01.01.2012 

RM 

Accumulated Depreciation 

At valuation: 

Buildings 651,514 63,122 - 714,636 

Long leasehold land 806,128 28,341 - 834,469 

1,457,642 91,463 - 1,549,105 

At cost: 

Buildings 1,058,249 67,537 - 1,125,786 

Long leasehold land 251,172 19,305 - 270,477 

Plant and machinery 71,016 13,622 - 84,638 

Motor vehicles 27,960,143 18,917,477 (913,102) 45,964,518 

Furniture, fittings and equipment 1,563,040 140,246 - 1,703,286 

30,903,620 19,158,187 (913,102) 49,148,705 

Total 32,361,262 19,249,650 (913,102) 50,697,810 


65 



66 



4 PROPERTY PLANT AND EQUIPMENT (cont’d) 

Carrying Amount 

At valuation: 

Buildings 2,441,469 2,504,591 

Long leasehold land 1,250,926 1,279,267 

3,692,395 3,783,858 

At cost: 

Buildings 2,301,241 2,368,778 

Long leasehold land 2,771,429 2,790,734 

Plant and machinery 146,581 160,203 

Motor vehicles 71,169,882 83,812,541 

Furniture, fittings and equipment 539,770 669,903 

2012 

RM 

2011 

RM 

76,928,903 89,802,159 

Total 80,621,298 93,586,017 

Company 

As at 

01.01.2012 

RM 

Additions 

RM 

Disposals 

RM 

As at 

01.01.2012 

RM 

Cost 

Furniture, fittings and equipment 26,129 - - 26,129 

As at 

01.01.2012 

RM 

Charge 

for the year 

RM 

Disposals 

RM 

As at 

01.01.2012 

RM 


Furniture, fittings and equipment 24,702 1,427 - 26,129 


Furniture, fittings and equipment - 1,427 

The revalued long leasehold land and buildings of the Group are stated at valuation based on their existing use basis 

valued by independent professional valuers on fair market value basis. 

Had the Group’s long leasehold land and buildings which are carried at valuation been stated at cost, their carrying 

amounts as at the end of the reporting period would have been RM3,023,500 (2011: RM3,100,563) 

Included in property, plant and equipment are motor vehicles with carrying amount of RM62,497,791 (2011: RM72,352,851) 

held under finance lease and hire purchase arrangements. 

2012 

RM 

2011 

RM



5 INVESTMENT PROPERTIES 

Group 

As at 

01.01.2012 

RM 

Additions 

RM 

Disposals 

RM 

As at 

01.01.2012 

RM 

Cost / Valuation 

At valuation: 

Freehold land and building 350,000 - (350,000) - 

As at 

01.01.2012 

RM 

Charge 

for the year 

RM 

Disposals 

RM 

As at 

01.01.2012 

RM 


At valuation: 

Freehold land and building 88,960 2,317 (91,277) - 


At valuation: 

Freehold land and building - 261,040 

In the previous financial years, the above revalued freehold land and building of the Group was stated at valuation 

based on its existing use basis valued by independent professional valuers on a fair market value basis. 

During the financial year, the investment property was disposed to a third party for a consideration of RM270,000. 

2012 

RM 

2011 

RM 


67 



68 



6 INVESTMENT IN SUBSIDIARIES 

Company 

2012 

RM 

Unquoted shares, at cost 48,978,899 47,218,901 

The details of the subsidiaries, all of which are incorporated in Malaysia, are as follows:- 

Company’s Name 

Country of 

Incorporation Effective Interest Principal Activities 

2012 2011 

% % 

Held by the Company 

Gunung Resources Sdn. Bhd. Malaysia 100 100 Chartering of speciality vehicles 

Gunung Land Sdn. Bhd. Malaysia 100 100 Property investment 

Gunung Biofuel Sdn. Bhd. # Malaysia - 100 Property investment 

Gunung Hydropower Sdn. Bhd. Malaysia 70 100 Dealing in hydropower and hydroelectric 

activities 

EV Bus Sdn Bhd. 

(formerly known as 

Impresif Jitu Sdn. Bhd.) 

Malaysia 100 100 Property investment 

GPB Corporation Sdn. Bhd. * Malaysia 100 100 Chartering of land- based passenger 

transportation assets and specialty 

vehicles 

Held by GPB Corporation Sdn. Bhd. 

Bas Rakyat Sdn. Bhd. * 75 75 Public transportation services 

* Not audited by STYL Associates 

# Disposal group classified as held for sale as disclosed in Note 14 

Change of Principal Activities 

During the financial year, Gunung Hydropower Sdn. Bhd. changed the nature of its principal activities from that of 

commercial trading activities to dealing in hydropower and hydroelectric activities. 

2011 

RM



6 INVESTMENT IN SUBSIDIARIES (cont’d) 

Acquisition of Additional Interests in Subsidiaries 

On 30 March 2012, GPB Corporation Sdn. Bhd., a wholly-owned subsidiary of the Company, subscribed for an additional 

150,000 ordinary shares of RM1 each in its subsidiary, Bas Raykat Sdn. Bhd. for a consideration of RM150,000. The 

subscription has no impact on its equity interest, which remains at 75%. 

On 22 May 2012, the Company subscribed for an additional 727,265 ordinary shares of RM1 each in EV Bus Sdn. Bhd. 

(formerly known as Impresif Jitu Sdn. Bhd.) (“EVBSB”) for a consideration of RM727,265. The subscription has no impact 

on its equity interest, which remains at 100%. 

On 23 May 2012, the Company further subscribed for an additional 432,733 ordinary shares of RM1 each in EVBSB for 

a consideration of RM423,733 by way of capitalisation of amount owing by the subsidiary. The subscription has no 

impact on its equity interest, which remains at 100%. 

Dilution of Interests in Subsidiary 

On 14 August 2012, the Company subscribed for an additional 600,000 ordinary shares of RM1 each in Gunung 

Hydropower Sdn. Bhd. (“GHSB”) for a consideration of RM600,000. Following the issuance of 900,000 ordinary shares 

of RM1 each by GHSB on the same day, the Group’s equity interest in GHSB has been diluted from 100% to 70%. The 

effects of the dilution are disclosed in the Group’s Statement of Changes in Equity. 

Disposal of Interests in Subsidiary 

On 6 April 2012, the Company disposed 3,000,000 ordinary shares of RM1 each in Gunung Biofuel Sdn. Bhd. (“GBSB”), 

representing its entire equity interest, for a consideration of RM2,310,000. As such, GBSB ceased to be a subsidiary of 

the Company. GBSB was previously reported as part of the investment holding and others segment. 

The disposal had the following effects on the financial position of the Group as at the end of the year: 

Investment properties 3,903,332 3,903,332 

Trade and other receivables 9,215 3,865 

Cash and bank balances 27,578 31,415 

Trade and other payables (4,033) (4,596) 

Net assets disposed 3,936,092 3,934,016 

2012 

RM 

Repayment of advances from former subsidiary (1,626,631) 

Disposal proceeds (2,310,000) 

Gain on disposal to the Group (539) 

Cash inflow arising on disposals: 

Cash consideration 2,310,000 

Cash and cash equivalents of subsidiary disposed (27,578) 

Net cash inflow on disposal 2,282,422 

2011 

RM 


69 



70 



7 OTHER FINANCIAL ASSETS 

2012 

RM 

Group 

Non-current: 

Available for sale financial assets 

Unquoted shares, at cost 357,678 357,678 

Less: Impairment losses (341,754) (80,000) 

Net balance 15,924 277,678 

8 GOODWILL ON CONSOLIDATION 

2012 

RM 

Group 

As at 1 January / 31 December 12,449,762 12,449,762 

9 INVENTORIES 

2012 

RM 

Group 

At cost: 

Spare parts for motor vehicles 542,259 385,561 

At net realisable value: 

Raw materials - 423,859 

During the financial year, the Group’s inventories were written down by RM73,859 (2011: RM200,000). 

10 TRADE RECEIVABLES 

2011 

RM 

2011 

RM 

2011 

RM 

542,259 809,420 

2012 

RM 

Group 

Related parties - 409,323 

Third parties 2,411,839 355,944 

The currency profile of trade receivables is entirely in Ringgit Malaysia. 

2011 

RM 

2,411,839 765,267 

The Group’s normal trade credit terms granted ranges from 45 to 60 days. They are recognised at their original invoice 

amounts which represent their fair values on initial recognition.



10 TRADE RECEIVABLES (cont’d) 

As at the end of the previous reporting period, included in trade receivables were debts owing by a related party, 

Korakan Corporation Sdn. Bhd. amounting to RM409,323. 

Included in trade receivables of a subsidiary are debts arising from government agency customer. 

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

2012 

RM 

Group 

Neither past due nor impaired 

Past due, not impaired 

2,372,787 695,207 

1 - 30 days past due - 22,220 

More than 31 days past due 39,052 47,840 

39,052 70,060 

Receivables that are neither past due nor impaired 

2011 

RM 

2,411,839 765,267 

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

with the Group. 

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

the financial year. 

Receivables that are past due but not impaired 

The Group has trade receivables amounting to RM39,052 (2011: RM70,060) that are past due at the end of the reporting 

period but not impaired. Trade receivables of the Group that are past due but not impaired are generally unsecured in 

nature. The Group closely monitors the financial standing of these counter parties on an ongoing basis to ensure that 

the Group is exposed to minimal credit risk. 

11 OTHER RECEIVABLES 

2012 

RM 

Group Company 

Other receivables 4,950,756 5,019,822 - 150 

Deposits and prepayments 432,427 7,255,899 1,000 1,000 

Dividend receivables - - 1,250,000 1,750,000 

Prepayment of finance lease 3,280,589 1,858,476 - - 

Less: Impairment loss on other receivables (3,285) - - - 

2011 

RM 

2012 

RM 

2011 

RM 

8,660,487 14,134,197 1,251,000 1,751,150 


71 



72 



12 AMOUNTS OWING BY / (TO) SUBSIDIARIES 

The amounts owing by / (to) subsidiaries, which arose mainly out of unsecured advances, are interest-free and repayable 

on demand. 

13 CASH AND BANK BALANCES 

2012 

RM 

Group Company 

Cash in hand 351,940 322,998 - 2 

Cash at bank 13,182,845 13,405,575 2,024,254 126,837 

Fixed deposits 4,374,873 3,763,335 - - 

Money market deposits - 1,750,000 - 1,000,000 

2011 

RM 

2012 

RM 

2011 

RM 

17,909,658 19,241,908 2,024,254 1,126,839 

Included in the Group’s fixed deposits, which are placed with local licensed banks, are amounts of RM2,747,925 (2011: 

RM3,728,603) that are pledged to the banks as security deposits for leasing facilities granted to one of the subsidiary, 

GPB Corporation Sdn. Bhd. The effective interest rates of the Group’s fixed deposits are ranged from 2.8% per annum 

to 6.4% per annum (2011: 2.8% per annum to 6.4% per annum). 

Money market deposits are placed with licensed banks with varying maturity periods of less than 1 month and earn 

interest at the respective short term interest rates. The effective interest rate of the Group and the Company’s money 

market deposits is 2.8% per annum (2011: 2.8% per annum). 

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

of the reporting period:- 

2012 

RM 

Group Company 

Cash and bank balances 

- Continuing operations 17,909,658 19,241,908 2,024,254 1,126,839 

- Disposal group classified as held for sale 

(Note 14) - 31,415 - - 

Cash and cash equivalents 17,909,658 19,273,323 2,024,254 1,126,839 

2011 

RM 

2012 

RM 

2011 

RM



14 DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE 

During the previous financial year, the Group had planned to dispose Gunung Biofuel Sdn. Bhd. (“GBSB”), a subsidiary 

whose principal activity is in property investment and had classified the related assets and liabilities as a “disposal 

group” held for sale. The disposal of GBSB was completed during the current financial year and its effects are disclosed 

in Note 6. 

As at the end of the previous reporting period, the assets and liabilities related to GBSB have been presented in the 

statement of financial position as “Assets of disposal group classified as held for sale” and “Liabilities directly associated 

with disposal group classified as held for sale”. 

Statements of financial position disclosures 

The major classes of assets and liabilities of GBSB classified as held for sale as at 31 December 2011 were as follows: 

Group 

Assets: 

Investment property 3,903,332 

Tax recoverable 3,865 

Cash and bank balances 31,415 

Assets of disposal group classified as held for sale 3,938,612 

Liabilities: 

Other payables and accruals (4,596) 

Liabilities directly associated with disposal group classified as held for sale (4,596) 

Net assets of disposal group classified as held for sale 3,934,016 

The non-current asset classified as held for sale on the Company’s statement of financial position as at 31 December 

2011 was as follows: 

RM 

Company 

Assets: 

Investment property 1,892,629 

RM 


73 



74 



15 SHARE CAPITAL 

Group and Company 

No. of shares 

Unit 

2012 2011 

Value 

RM 

No. of shares 

Unit 

a) Authorised: 

Ordinary shares of RM0.40 each 250,000,000 100,000,000 250,000,000 100,000,000 

b) Issued and fully paid: 

Ordinary shares of 

RM0.40 each 

At 1 January 100,947,814 40,379,126 100,708,000 40,283,200 

Private placement 10,000,000 4,000,000 - - 

Exercise of warrants 1,593,584 637,433 239,814 95,926 

At 31 December 112,541,398 45,016,559 100,947,814 40,379,126 

Value 

RM 

(a) During the financial year, 10,000,000 new ordinary shares of RM0.40 each were issued by the Company through 

a private placement exercise at an issue price of RM0.61 per share. The new ordinary shares issued ranked pari 

passu in all respects with the existing ordinary shares of the Company. 

(b) During the financial year, 1,593,584 new ordinary shares of RM0.40 each were issued by the Company for cash 

consideration arising from the exercise of Warrants 2003/2013 at an exercise price or RM0.40 per share. The new 

ordinary shares issued ranked pari passu in all respects with the existing ordinary shares of the Company. 

(c) Warrants 2003/2013 

Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable warrants on 13 October 

2003 in conjunction with a rights issue of 15,999,200 new ordinary shares of RM1.00 each in the Company. Each 

warrant entitles the registered holder at any time during the exercise period from 13 October 2003 to 13 October 

2013 to subscribe for 1 new ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per 

share. With effect from 10 September 2010, the 15,999,200 unexercised warrants were adjusted to an exercise 

price of RM0.40 per share consequential to the Company’s capital reduction exercise. On 11 October 2010, an 

additional 6,414,377 warrants were issued at an exercise price of RM0.40 per share in conjunction with a rights issue 

of 50,354,000 new ordinary shares of RM0.40 each in the Company. As at 31 December 2012, 1,833,398 warrants 

have been exercised and there were 20,580,179 unexercised warrants at an exercise price of RM0.40 per share. 

(d) Warrants 2010/2020 

Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000 detachable warrants on 11 

October 2010 in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. 

Each warrant entitles the registered holder at any time during the exercise period from 11 October 2010 to 11 

October 2020 to subscribe for 1 new ordinary share of RM0.40 each in the Company at an exercise price of RM0.50 

per share. As at 31 December 2012, none of the aforesaid warrants has been exercised and there were 25,177,000 

unexercised warrants at an exercise price of RM0.50 per share.



16 RESERVES 

2012 

RM 

Group Company 

Non-distributable 

Share premium 2,200,412 100,411 2,200,412 100,411 

Warrant reserve 1,007,080 1,007,080 1,007,080 1,007,080 

Equity transaction reserve (5,539,921) (5,549,320) - - 

2011 

RM 

2012 

RM 

2011 

RM 

(2,332,429) (4,441,829) 3,207,492 1,107,491 

Distributable 

Retained earnings / (accumulated losses) 20,645,726 8,058,381 1,652,154 (1,321,882) 

Total 18,313,297 3,616,552 4,859,646 (214,391) 

The movement of each category of the reserves during the financial year are disclosed in the statements of changes 

in equity. 

The nature and purpose of each category of reserves are as follows: 

a) Share premium reserve 

This reserve comprises the premium paid on subscription of shares in the Company over and above the par value 

of the shares. 

b) Warrant reserve 

This reserve relates to Warrants 2010/2020 as disclosed in Note 15(d). 

c) Equity transaction reserve 

The equity transaction reserve comprises the differences between the share of non-controlling interests in subsidiaries 

acquired / disposed and the consideration paid / received. 

d) Retained earnings / (accumulated losses) 

Effective 1 January 2008, Malaysian companies are given the option to make an irrevocable election to move 

to a single tier system or continue to use their tax credits under Section 108 of the Income Tax Act, 1967 for the 

purpose of dividend distribution until the tax credits are fully utilised or latest by 31 December 2013. During the 

transitional period, the Company may utilise the tax credit in the Section 108 balance as at 31 December 2007 to 

distribute cash dividend payments to ordinary shareholders as defined under the Finance Act, 2007. 

However, the Company has elected to discontinue utilising its tax credit under Section 108 of the Income Tax Act, 

1967 with effect from the previous financial year. Accordingly, tax on the Company’s profits is a final tax, and 

dividends distributed to shareholders will be exempted from tax. 


75 



76 



17 FINANCE LEASE AND HIRE PURCHASE PAYABLES 

2012 

RM 

Group 

Minimum lease payments 

- Not later than 1 year 19,553,106 20,387,564 

- Later than 1 year and not later than 5 years 25,618,344 39,419,336 

2011 

RM 

45,171,450 59,806,900 

Less: Future finance charges on finance lease and hire purchase payables (3,613,367) (6,385,575) 

Present value of finance lease and hire purchase payables 41,558,083 53,421,325 

Present value of finance lease and hire purchase payables is analysed as follow:- 

- Not later than 1 year 19,521,755 16,915,464 

- Later than 1 year and not later than 5 years 22,036,328 36,505,861 

41,558,083 53,421,325 

The finance leases facilities, which bear effective interest rates ranging from 6.76% to 15.00% per annum (2011: 6.98% 

to 15.17% per annum), are secured by the followings:- 

(a) Joint and several guarantee by directors of the subsidiary; 

(b) Leasing facility agreements; 

(c) Deed of assignment on the project account; 

(d) Pledge of fixed deposits; and 

(e) Corporate guarantee by the Company. 

The hire purchase payables bear an effective interest rate of 6.18% per annum (2011: 6.18% per annum). 

18 SHAREHOLDER’S ADVANCE 

2012 

RM 

Group 

As at 1 January 6,231,949 6,047,500 

Repayment of advances (4,557,872) - 

Interest charged to profit and loss (Note 24) 52,734 184,449 

Transferred to other payables (Note 21) (1,726,811) - 

As at 31 December - 6,231,949 

The shareholder advance of the subsidiary, GPB Corporation Sdn. Bhd. (“GPB”), has been subordinated to OCBC 

Al-Amin facilities by OCBC Al-Amin Bank Berhad as a condition for leasing facility granted to GPB. The advance, which 

belongs to a director of the Company, who is the previous shareholder of GPB, bears annual interest on the balance 

of the outstanding as at December 28th equivalent to the average 12 month fixed deposit rate at CIMB Bank Berhad 

to be calculated at the end of each reporting period. 

During the current financial year, this subordination clause has been waived by the bank. As such, the shareholder 

advance is deemed to be repayable on demand, and has been transferred to current liabilities in other payables as at 

the end of the reporting period. 

2011 

RM



19 DEFERRED TAX LIABILITIES 

2012 

RM 

Group 

As at 1 January 2,181,830 2,126,413 

Recognised in profit or loss (Note 29) (651,179) 57,524 

Over provision in previous years (Note 29) (127,721) - 

Crystallisation of deferred tax liabilities transferred to profit or loss (Note 29) (2,102) (2,107) 

As at 31 December 1,400,828 2,181,830 

Presented after appropriate offsetting as follows:- 

Group 

Deferred tax liabilities 2,207,891 2,484,334 

Deferred tax assets (807,063) (302,504) 

2012 

RM 

2011 

RM 

2011 

RM 

1,400,828 2,181,830 

The components and movements of deferred tax liabilities and deferred tax assets of the Group prior to offsetting 

are as follows:-. 

Revaluation 

surplus 

RM 

Accelerated 

capital 

allowance 

RM 

Deferred tax liabilities 

As at 1 January 2012 127,721 2,356,613 2,484,334 

Recognised in profit or loss - (583,721) (583,721) 

Under provision in previous years - 309,380 309,380 

Crystallisation of deferred tax liabilities transferred to profit or loss (2,102) - (2,102) 

As at 31 December 2012 125,619 2,082,272 2,207,891 

As at 1 January 2011 129,828 1,997,844 2,127,672 

Recognised in profit or loss - 358,769 358,769 

Crystallisation of deferred tax liabilities transferred to profit or loss (2,107) - (2,107) 

As at 31 December 2011 127,721 2,356,613 2,484,334 

Total 

RM 


77 



78 



19 DEFERRED TAX LIABILITIES (cont’d) 

The components and movements of deferred tax liabilities and deferred tax assets of the Group prior to offsetting are 

as follows:- (cont’d) 

Unabsorbed 

capital 

allowance 

RM 

Unutilised 

tax losses 

RM 

Deferred tax assets 

As at 1 January 2012 (357) (302,147) (302,504) 

Recognised in profit or loss 357 (67,815) (67,458) 

Under provision in previous years (280,328) (156,773) (437,101) 

As at 31 December 2012 (280,328) (526,735) (807,063) 

As at 1 January 2011 (1,259) - (1,259) 

Recognised in profit or loss 902 (302,147) (301,245) 

As at 31 December 2011 (357) (302,147) (302,504) 

The components and movements of deferred tax liability and deferred tax asset of the Company are as follows:- 

Deferred 

tax liability 

Accelerated 

capital 

allowance 

RM 

Deferred 

tax asset 

Unabsorbed 

capital 

allowance 

RM 

Total 

RM 

After 

appropriate 

offsetting 

RM 

As at 1 January 2012 357 (357) - 

Recognised in profit or loss (357) 357 - 

As at 31 December 2012 - - - 

As at 1 January 2011 1,259 (1,259) - 

Recognised in profit or loss (902) 902 - 

As at 31 December 2011 357 (357) - 

As at the end of the reporting period, deferred tax assets have not been recognised in respect of the following 

items:- 

Group Company 

Unutilised tax losses 7,902,800 11,307,966 593,829 593,829 

Unabsorbed capital allowance 19,245 1,140,556 19,245 19,245 

2012 

RM 

2011 

RM 

2012 

RM 

2011 

RM 

7,922,045 12,448,522 613,074 613,074 

The unutilised tax losses and unabsorbed capital allowance, which do not expire under current tax legislations, are 

available for offset against the future taxable profits deriving from the same source of the respective companies in 

the Group and of the Company.



20 TRADE PAYABLES 

The currency profile of trade payables is entirely in Ringgit Malaysia. The normal credit terms granted to the Group 

is 30 days. 

21 OTHER PAYABLES 

2012 

RM 

Group Company 

Other payables 94,333 3,907,264 8,605 1,708,560 

Accruals 168,623 459,484 63,343 37,000 

Contractor performance bond received 8,629,999 8,200,595 - - 

Deposits received - 1,227,000 - - 

Dividend payables - 1,009,478 - 1,009,478 

Shareholder’s advance (Note 18) 1,726,811 - - - 

Amount owing to a director 2,306,000 14,747,266 2,306,000 11,956,000 

Amount owing to a related company - 2,766,467 - - 

Total 12,925,766 32,317,554 2,377,948 14,711,038 

The amount owing to a director is unsecured, interest-free and repayable on demand. The balance of RM2,306,000 

(2011: RM11,956,000) arises from the acquisition of additional shares in GPB Corporation Sdn. Bhd. from the director, 

which remained unpaid as at the end of the reporting period. 

The amount owing to a related company, Korakan Corporation Sdn. Bhd., was unsecured, interest-free and repayable 

on demand. 

22 BANK BORROWINGS 

2011 

RM 

2012 

RM 

Group 

Short term bridging loan - 3,943,546 

Short term bridging loan was a temporary loan extended to a subsidiary, GPB Corporation Sdn. Bhd., for the purchase 

of property, plant and equipment which was eventually financed by leasing facility in the current financial year. The 

bridging loan bears an interest of 8.5% per annum. 

2012 

RM 

2011 

RM 

2011 

RM 


79 



80 



23 REVENUE 

2012 

RM 

Group Company 

Transportation services and related activities 73,612,216 70,600,781 - - 

Lease rental income 5,040,000 5,040,000 - - 

Sales of inventories 350,000 - - - 

Dividend income - - 5,000,000 4,976,000 

24 OTHER INCOME 

2011 

RM 

2012 

RM 

2011 

RM 

79,002,216 75,640,781 5,000,000 4,976,000 

2012 

RM 

Group Company 

Deposits forfeited - 928,000 - - 

Interest income 126,798 135,948 384 9,694 

Gain on disposal of 

- held for trading financial asset - 119,658 - - 

- investment in subsidiary 539 - 417,371 - 

- investment property 11,277 - - - 

- property, plant and equipment 719,420 - - - 

Government grant received 145,703 - - - 

Management fee - - 354,600 354,600 

Other income 17,878 49,528 - 2,180 

Realised profit on foreign exchange 453,280 601,020 - - 

Rental income 10,500 34,200 - - 

Waiver of debts 35,080 - - - 

2011 

RM 

2012 

RM 

2011 

RM 

1,520,475 1,868,354 772,355 366,474 

During the financial year, Bas Rakyat Sdn. Bhd., a 75% subsidiary of GPB Corporation Sdn. Bhd., which is a wholly owned 

subsidiary of the Company, received an initial funding of RM145,703 from Land Public Transport Commission in respect 

of a stage bus support fund approved by the Government of Malaysia for qualified stage bus operators in Malaysia. 

The grant is presented as a component of other income in the statements of comprehensive income. 

25 FINANCE COSTS 

2012 

RM 

Group Company 

Interest on finance lease and hire purchase 3,733,198 4,689,478 - - 

Interest on bank borrowings 120,294 19,728 46,042 - 

Interest on shareholder’s advance 52,734 184,449 - - 

2011 

RM 

2012 

RM 

2011 

RM 

3,906,226 4,893,655 46,042 -



26 PROFIT BEFORE TAXATION 

2012 

RM 

Group Company 

This is stated after charging:- 

Amortisation of long leasehold land 47,646 47,646 - - 

Audit fee 93,876 89,000 39,200 37,000 

Bad debts written off - 13,446 - - 

Depreciation of: 

- investment property 2,317 5,559 - - 

- property, plant and equipment 19,202,004 18,161,675 1,427 3,608 

Employee benefits (Note 27) 8,446,095 7,437,447 731,620 180,155 

Impairment loss on: 

- other financial assets 261,754 - - - 

- other receivables 3,285 - - - 

Inventories written down 73,859 200,000 - - 

Loss on disposal of property, plant 

and equipment 75,690 22,795 - - 

Non-executive directors’ 

remuneration (Note 28) 93,000 123,500 93,000 123,500 

Property, plant and equipment written off - 29,073 - - 

Rental expense - 159,255 - - 

27 EMPLOYEE BENEFITS 

2011 

RM 

2012 

RM 

Group Company 

Salaries, bonus, overtime and allowances 7,468,538 6,609,607 659,000 162,000 

Defined contribution plans 872,058 727,958 72,000 18,000 

Social security contributions 105,499 99,882 620 155 

2012 

RM 

2011 

RM 

2012 

RM 

2011 

RM 

2011 

RM 

8,446,095 7,437,447 731,620 180,155 

Included in employee benefits of the Group and of the Company are executive directors’ remuneration amounting to 

RM731,000 (2011: RM180,000) as further disclosed in Note 28. 

The total number of employees in the Group at the end of the reporting period is 496 (2011: 497). 


81 



82 



28 DIRECTORS’ REMUNERATION 


Executive directors: 

- salaries, bonus, overtime and allowances 659,000 162,000 

- defined contribution plans 72,000 18,000 

2012 

RM 

2011 

RM 

731,000 180,000 

Non-executive directors: 

- fees 72,000 96,000 

- other emoluments 21,000 27,500 

93,000 123,500 

824,000 303,500 

The number of directors of the Company whose total remuneration during the year falls within the following bands 

is analysed below: 


Executive directors: 

Below RM50,000 1 1 

RM150,001 – RM200,000 - 1 

RM700,001 – RM750,000 1 - 

Non-executive directors: 

Below RM50,000 4 5 

2012 

RM 

2011 

RM 

6 7



29 TAX EXPENSE 

2012 

RM 

Group Company 

Current tax: 

- Provision for the year 4,998,546 3,408,577 - - 

- Overprovision in previous year (83,035) - - - 

2011 

RM 

2012 

RM 

2011 

RM 

4,915,511 3,408,577 - - 

Deferred tax: (Note 19) 

- Relating to origination and reversal of 

temporary differences (651,179) 57,524 - - 

- Overprovision in previous year (127,721) - - - 

- Crystallisation on revaluation surplus (2,102) (2,107) - - 

(781,002) 55,417 - - 

Tax expense for the year 4,134,509 3,463,994 - - 

Reconciliation of tax expense 

2012 

RM 

Group Company 

Profit before taxation from: 

- continuing operations 17,807,144 16,488,946 4,085,557 4,171,697 

- discontinued operations - (38,431) - - 

Profit before taxation 17,807,144 16,450,515 4,085,557 4,171,697 

Income tax at Malaysian tax 

rate of 25% (2011: 25%) 4,451,785 4,112,628 1,021,389 1,042,924 

Income not subject to tax (2,954) (287,352) (1,354,343) (1,244,545) 

Expenses not deductible for tax purposes 495,033 421,901 332,954 204,595 

Deferred tax assets not recognised previously (617,052) (562,555) - (2,974) 

Deferred tax liabilities not recognised 20,555 (218,521) - - 

2011 

RM 

2012 

RM 

2011 

RM 

4,347,367 3,466,101 - - 

Overprovision in previous year: 

- current tax (83,035) - - - 

- deferred tax (127,721) - - - 

Crystallisation of deferred tax liabilities (2,102) (2,107) - - 

Total tax expense 4,134,509 3,463,994 - - 


83 



84 



30 DISCONTINUED OPERATIONS 

In the previous financial years, the Board of Directors has decided to discontinue with the trading of latex concentrate, 

which was the main operations of one of the subsidiaries, Gunung Resources Sdn, Bhd., due to the high costs of latex 

concentrate with no prospect of costs decrease. However, the Board has no intention to dispose the equity interest in 

Gunung Resources Sdn. Bhd. and as such the subsidiary was not treated as a disposal group. 

The results of the discontinued operations are as follows: 

2012 

RM 

Group 

Revenue - - 

Finance costs - (38,431) 

Loss before tax from discontinued operations - (38,431) 

Tax expense - - 

Loss from discontinued operations for the financial year - (38,431) 

Net cash flows attributable to discontinued operations are as follows : 

2012 

RM 

Group 

Operating activities - 12,292,920 

Investing activities - - 

Financing activities - (6,784,001) 

31 EARNINGS PER ORDINARY SHARE 

(a) Basic Earnings per Ordinary Share 

2011 

RM 

2011 

RM 

- 5,508,919 

The basic earnings per ordinary share for the financial year has been calculated based on the Group’s net profits 

attributable to shareholders of the Company divided by the weighted average number of ordinary shares of the 

Company in issue during the financial year. 

2012 

RM 

Group 

Earnings attributable to shareholders 

- Continuing operations 13,698,866 9,609,733 

- Discontinued operations - (38,431) 

2011 

RM 

13,698,866 9,571,302 

Weighted average number of ordinary shares in issue 109,884,113 100,867,072 

Basic earnings per ordinary share (Sen) 

- Continuing operations 12.47 9.53 

- Discontinued operations - (0.04) 

12.47 9.49



31 EARNINGS PER ORDINARY SHARE (cont’d) 

(b) Diluted Earnings per Ordinary Share 

32 DIVIDENDS 

For the purpose of calculating diluted earnings per share, the profit for the year attributable to shareholders of 

the Company and the weighted average number of ordinary shares in issue during the financial year have been 

adjusted for the dilutive effects of shares options attributed to unexercised warrants issued by the Company. 

2012 

RM 

Group 

Earnings attributable to shareholders 

- Continuing operations 13,698,866 9,609,733 

- Discontinued operations - (38,431) 

2011 

RM 

13,698,866 9,571,302 

Weighted average number of ordinary shares in issue 125,683,635 115,205,519 

Diluted earnings per ordinary share (Sen) 

- Continuing operations 10.90 8.34 

- Discontinued operations - (0.03) 

10.90 8.31 


Recognised during the financial year: 

First interim tax exempt single tier dividend for 2012: 2.5% on 

111,152,114 ordinary shares (1.0 sen per ordinary share) 1,111,521 - 

First interim tax exempt single tier dividend for 2011: 2.5% on 

100,922,814 ordinary shares (1.0 sen per ordinary share) - 1,009,228 

Second interim tax exempt single tier dividend for 2011: 2.5% on 


Third interim tax exempt single tier dividend for 2011: 2.5% on 


2012 

RM 

2011 

RM 

1,111,521 3,027,934 

The directors do not recommend any final dividend payment in respect of the current financial year ended 31 December 

2012. 


85 



86 



33 COMMITMENTS 

a) Capital commitments 

At the end of the reporting period, the Group has the following commitment for the acquisition of property, 

plant and equipment:- 

Group 

Approved and contracted for - 9,550,000 

b) Operating lease commitments – as lessor 

The Group has entered into an agreement to lease its motor vehicles to a related party. This non-cancellable lease 

has remaining terms of one year provided that all the leased motor vehicles are properly licensed and insured 

during the lease period. There is no clause to enable revision of the rental charge. 

Future minimum rentals receivable under non-cancellable operating leases as at the end of the reporting period 

are as follows: 

Group 

Not later than 1 year 5,040,000 5,040,000 

Later than 1 year but not later than 5 years - 5,040,000 

34 FINANCIAL GUARANTEES 

2012 

RM 

2012 

RM 

2011 

RM 

2011 

RM 

5,040,000 10,080,000 


The notional amount of corporate guarantees given to 

banks in respect of banking and leasing facilities granted to subsidiaries 79,800,000 79,800,000 

2012 

RM 

The fair value of the financial guarantees at the date of inception and subsequent amortised costs is nil. 

2011 

RM



35 RELATED PARTY TRANSACTIONS 

a) Significant related party transactions during the financial year are as follows:- 

2012 

RM 

Group Company 

Acquisition of additional shares 

in a subsidiary from a director - 11,956,000 - 11,956,000 

Professional fees paid to a former director - 55,000 - 55,000 

Professional fees paid to a related party, 

AAsia-East Capital Sdn. Bhd. 260,000 - 260,000 - 

Management fees charged to a subsidiary, 

GPB Corporation Sdn. Bhd. - - 354,600 354,600 

Dividends received and 

receivable from subsidiaries 

- GPB Corporation Sdn. Bhd. - - 4,000,000 2,976,000 

- Gunung Resources Sdn. Bhd. - - 1,000,000 2,000,000 

Leasing of motor vehicles to a related 

party, Korakan Corporation Sdn. Bhd. 5,040,000 5,040,000 - - 

Office rental charged by a related 

party, Produktif Kualiti Sdn. Bhd. - 36,000 - - 

The recurring related party transactions (“RRPT”) with Korakan Corporation Sdn. Bhd. (“KCSB”) arise from a lease 

agreement entered between Gunung Resources Sdn. Bhd. (“GRSB”), a wholly-owned subsidiary of the Company 

and KCSB, a related party, for the lease of 252 units of motor vehicles by GRSB to KCSB for period of 36 months 

from 1 January 2011 to 31 December 2013 at an annual sum of RM5,040,000, payable in instalments of RM420,000 

per month. The monthly lease sum was derived on the prevailing market lease rentals. 

b) Government related entities 

On 3 November 2010, Bas Rakyat Sdn. Bhd., a 75% subsidiary of GPB Corporation Sdn. Bhd., which is a wholly owned 

subsidiary of the Company, has entered into an agreement with Perak State Government (State Government) for 

the provision of public transportation services in Manjung district in the state of Perak Darul Ridzuan. Bas Rakyat 

Sdn. Bhd. is a government related entity as its remaining 25% shareholder is related to the State Government. 

The duration of the agreement is 84 months. Under the agreement, the State Government will reimburse Bas 

Rakyat Sdn. Bhd. for a period of 60 months and no subsequent payment will be made for the remaining period 

of 24 months. 

2011 

RM 

2012 

RM 

Group 

Income from public transportation services 864,000 360,000 

2012 

RM 

2011 

RM 

2011 

RM 


87 



88 



35 RELATED PARTY TRANSACTIONS (cont’d) 

c) Compensation of key management personnel 

2012 

RM 

Group 

Short term employee benefits 752,620 285,655 

Defined contribution plans 72,000 18,000 

36 OPERATING SEGMENTS 

2011 

RM 

824,620 303,655 

For management purposes, the Group is organised according to the nature of its business activities, and has 2 reportable 

operating segments as follows: 

(a) Transportation services 

(b) Investment holding and others 

Measurement of Reportable Segments 

Segmental information is prepared in conformity with the accounting policies adopted for preparing and presenting 

the consolidated financial statements. 

Transactions between reportable segments are measured on the basis that is similar to those external customers. 

Segment profit or loss is profit earned or loss incurred by each segment without allocation of income tax expense, 

which is managed on a Group basis. 

All the Group’s assets and liabilities are allocated to reportable segments other than current and deferred tax assets 

and liabilities.



36 OPERATING SEGMENTS (cont’d) 

Business Segments 

Group 


Transportation 

services 

RM 

Investment 

holding and 

others 

RM 

Elimination of 

inter-segment 

RM 

Total - 

Continuing 

operations 

RM 

Trading 

(Discontinued 

operations) 

RM 

Total 

Operations 

RM 

Segment Revenue 

External customers 78,652,216 350,000 - 79,002,216 - 79,002,216 

Inter-segment - - - - - - 

Group total 78,652,216 350,000 - 79,002,216 - 79,002,216 

Segmental Results 

Segment profit or loss 19,381,970 (1,998,595) - 17,833,375 - 17,833,375 

Income tax expense (4,134,509) - (4,134,509) 

Net profit for the year 13,698,866 - 13,698,866 

Segment Assets and Liabilities 

Segment assets 97,272,519 26,588,708 (1,250,000) 122,611,227 - 122,611,227 

Current tax assets 634,587 

Total Group’s assets 123,245,814 

Segment liabilities 54,917,842 2,384,017 (1,250,000) 56,051,859 - 56,051,859 

Current tax liabilities 2,196,403 

Deferred tax liabilities 1,400,828 

Total Group’s liabilities 59,649,090 

Other Segment Information 

Interest income 126,414 384 - 126,798 - 126,798 

Finance costs 3,860,184 46,042 - 3,906,226 - 3,906,226 

Depreciation and amortisation 18,957,749 294,218 - 19,251,967 - 19,251,967 

Additions to non-current assets 10,756,853 - - 10,756,853 - 10,756,853 

Gain on disposal of non-current asset 643,730 11,277 - 655,007 - 655,007 

Impairment loss on financial assets - 265,039 - 265,039 - 265,039 

Inventories written down - 73,859 - 73,859 - 73,859 


89 



90 



36 OPERATING SEGMENTS (cont’d) 

Business Segments (cont'd) 

Group 


Transportation 

services 

RM 

Investment 

holding and 

others 

RM 

Elimination of 

inter-segment 

RM 

Total - 

Continuing 

operations 

RM 

Trading 

(Discontinued 

operations) 

RM 

Total 

Operations 

RM 

Segment Revenue 

External customers 75,640,781 - - 75,640,781 - 75,640,781 

Inter-segment - - - - - - 

Group total 75,640,781 - - 75,640,781 - 75,640,781 

Segmental Results 

Segment profit or loss 17,000,227 (511,281) - 16,488,946 (38,431) 16,450,515 

Income tax expense (3,463,994) - (3,463,994) 

Net profit for the year 13,024,952 (38,431) 12,986,521 

Segment Assets and Liabilities 

Segment assets 117,418,226 30,939,375 (2,839,700) 145,463,901 - 145,463,901 

Current tax assets 633,098 

Total Group’s assets 146,096,999 

Segment liabilities 86,452,748 14,723,107 (2,839,700) 98,282,155 - 98,282,155 

Current tax liabilities 1,684,838 

Deferred tax liabilities 2,181,830 

Total Group’s liabilities 102,148,823 

Other Segment Information 

Interest income 113,774 22,174 - 135,948 - 135,948 

Finance costs 4,893,655 - - 4,893,655 38,431 4,932,086 

Depreciation and amortisation 17,914,258 300,622 - 18,214,880 - 18,214,880 

Additions to non-current assets 14,675,824 422,054 - 15,0978,878 - 15,0978,878 

Loss on disposal of non-current asset 22,795 - - 22,795 - 22,795 

Non-current asset written off - 29,073 - 29,073 - 29,073 

Impairment loss on financial assets 13,446 - - 13,446 - 13,446 

Inventories written down - 200,000 - 200,000 - 200,000 

Geographical Information 

The Group operates principally in Malaysia and has not ventured into any operations outside Malaysia during the 

financial year. 

Information About a Major Customer 

Revenue from one major customer, being a group of government agencies, amounted to RM64,316,415 (2011: 

RM64,712,338) arising from transportation services.



37 MATERIAL LITIGATION 

Gunung Resources Sdn. Bhd. (“GRSB”), a wholly-owned subsdiary, was served with a Summons and Statement of Claim 

on 19 September 2006 by Seal Polymer Industries Berhad (“SPI”) for allegedly failing to refund a sum of deposits of 

RM928,000 paid by SPI to GRSB together with interest pursuant to the Sales & Purchase Agreement (“SPA”) dated 17 

August 2004 for an intended purchase of one of GRSB’s leasehold properties that has lapsed. 

On 25 October 2007, the High Court in Taiping allowed SPI’s application for summary judgement for the refund of 10% 

deposit paid by SPI to GRSB together with interest/damages/costs. GRSB’s solicitors had filed an appeal to the Court of 

Appeal against the decision and application for stay of execution of the summary judgement on grounds that there 

appears to have triable issues. 

The Court of Appeal has ordered that a sum of RM928,000 to be deposited into a joint account with GRSB’s Solicitors 

until the outcome of the Appeal before the Court of Appeal. GRSB later succeeded in setting aside the summary 

judgement granted by the Taiping High Court on 14 October 2007 and secured the release of the sum of RM928,000 

in the Solicitors’ joint account to be released to GRSB together with accumulated interest. 

The case was fixed for full hearing on 24 - 25 of February 2011 at the Taiping High Court. On 28 April 2011, the Taiping 

High Court has dismissed the claims made by SPI and ruled that SPI had failed to fulfil their obligations under the SPA 

dated 17 August 2004. During the financial year ended 31 December 2011, GRSB has forfeited the deposit sum of 

RM928,000 with costs and has recognised the amount as other income. 

A Notice of Appeal has been filed to the Court of Appeal by SPI on 11 May 2011 against the Taiping High Court’s ruling. 

On 10 April 2013, The Court of Appeal has dismissed SPI’s appeal on the same grounds of the Taiping High Court’s 

ruling. GRSB was justified in forfeiting the deposit sum of RM928,000. 

38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources 

are available for the development of its businesses and has adopted risk management policies that seek to mitigate 

these risks in a cost-effective manner. The Group’s activities are exposed to interest rate risk, credit risk and liquidity 

risk. The Group has minimal transactions in foreign currency and has no quoted investment; hence it is not exposed to 

foreign currency risk and equity price risk. 

(a) Interest Rate Risk 

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and of the Company’s financial 

instruments will fluctuate because of changes in market interest rates. 

The Group finances its operations through operating cash flows and borrowings which are principally denominated 

in Ringgit Malaysia. The Group is exposed to interest rate risk mainly form their loans and borrowings and fixed 

deposits with financial institutions. However, the financial assets are held for short to medium term, and as such, 

interest rate fluctuations are not expected to have material impact on the carrying value of the said assets. The 

Group’s borrowings comprise of mainly finance leases and hire purchase obligations, which are not subject to 

interest rate risk. Short term bridging loan is obtained for only three months, and as such interest rate fluctuations 

are not expected to have material impact. 

As such there is no formal hedging policy in respect of interest rate exposure. The interest rate risk is monitored 

on an on-going basis and the Group endeavours to keep the exposure at an acceptable level. 

(b) Credit Risk 

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. The Group 

manages its credit risk through the review and monitoring of outstanding amounts on an on-going basis. 


91 



92 



38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) 

(b) Credit Risk (cont’d) 

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of 

trade and other receivables as appropriate. Impairment is determined by management based on prior experience 

and the current economic environment. 

Credit risk concentration profile 

The Group’s major concentration of credit risk relates to the amounts owing by two customers which constituted 

approximately 89% of its trade receivables as at the end of the reporting period. 

Exposure to credit risk 

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying 

amounts of the financial assets as at the end of the reporting period. 

Information regarding credit enhancements for trade receivables is disclosed in Note 10. 

Further information regarding the corporate guarantees provided by the Company is disclosed in Note 34. 

(c) Liquidity Risk 

Liquidity risk is the risk that the Group and the Company will encounter difficulties in meeting financial obligations 

due to shortage of funds. The Group and the Company practice prudent liquidity risk management to minimise 

the mismatch of financial assets and liabilities and to maintain sufficient credit facilities for contingent funding 

requirement of working capital. The Group and the Company reviews its cash flow position regularly to manage 

its exposure to fluctuations in future cash flows associated with its monetary financial instruments. 

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period 

based on contractual undiscounted cash flows (including interest payments computed using contractual rates, or, 

if floating, based on the rates at end of the reporting period): 

Group 

2012 

Carrying 

amount 

RM 

Contractual 

undiscounted 

cash flows 

RM 

On demand 

or within 

one year 

RM 

One to five 

years 

RM 

Financial liabilities 

Trade payables 1,568,010 1,568,010 1,568,010 - 

Other payables 11,198,955 11,198,955 11,198,955 - 

Finance lease and hire purchase payables 41,558,083 45,171,450 19,553,106 25,618,344 

Bank borrowings - - - - 

Shareholder’s advance 1,726,811 1,726,811 - 1,726,811 

2011 

56,051,859 59,665,226 32,320,071 27,345,155 


Trade payables 2,363,185 2,363,185 2,363,185 - 



Bank borrowings 3,943,546 3,943,546 3,943,546 - 

Shareholder’s advance 6,231,949 6,231,949 - 6,231,949 

98,277,559 104,663,134 59,011,849 45,651,285



38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) 

(c) Liquidity Risk (cont’d) 

Company 

2012 

Carrying 

amount 

RM 

Contractual 

undiscounted 

cash flows 

RM 

On demand 

or within 

one year 

RM 

One to five 

years 

RM 



Amount owing to subsidiaries - - - - 

2011 

2,377,948 2,377,948 2,377,948 - 



Amount owing to subsidiaries 87,789 87,789 87,789 - 

14,798,827 14,798,827 14,798,827 - 

As at the end of the reporting period, the counterparty to the financial guarantees as disclosed in Note 34 does 

not have a right to demand cash as the default has not occurred. Accordingly, the financial guarantees are not 

included in the above maturity profile analysis. 

39 FAIR VALUE OF FINANCIAL INSTRUMENTS 

Determination of Fair Value 

Financial instruments that are not carried at fair value and whose carrying amounts are not reasonable approximation 

of fair value 

Group Company 

Carrying 

amount 

2012 

RM 

Fair value 

2012 

RM 

Carrying 

amount 

2011 

RM 

Fair value 

2012 

RM 


Shareholder’s advance 1,726,811 1,726,811 6,231,949 6,817,236 

In the previous financial year, the fair value of shareholder’s advance is estimated using discounted cash flow analysis 

based on the financing rate of the leasing facility in which the shareholder’s loan is subordinated and assumed repayment 

together will accumulated interests would be made at the end of the leasing facility. 

In the current financial year, since the shareholder’s advance is no longer subordinated, the carrying amount of the 

shareholder’s advance, which has been transferred to other payables, is considered as reasonable approximation of 

fair value. 


93 



94 



39 FAIR VALUE OF FINANCIAL INSTRUMENTS (cont’d) 

Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of 

fair value 

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are 

reasonable approximation of fair value: 

Note 

Trade receivables 10 

Other receivables 11 

Amount owing by / (to) subsidiaries 12 

Trade payables 20 

Other payables 21 

Finance lease and hire purchase payables 17 

Shareholder’s advance 18 

Bank borrowings 22 

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to their 

relatively short-term nature. 

Finance Lease and Hire Purchase Payables 

The fair values of these financial instruments are determined by discounting the relevant cash flows using interest rates 

of similar instruments as at the end the reporting period. 

Group Company 

Carrying 

amount 

2012 

RM 

Fair value 

2012 

RM 

Carrying 

amount 

2011 

RM 

Fair value 

2012 

RM 



Unquoted Equity Instruments 

It is not practical to estimate the fair value of the Group’s investment in unquoted shares because of the lack of quoted 

market prices and the variability to estimate fair value. However, the management believes that the carrying amount 

represents the recoverable value. 

Financial Guarantees 

Fair value is determined based on probability weighted discounted cash flow method. The probability has been estimated 

and assigned for the following key assumptions: 

(i) The likelihood of the guaranteed party defaulting within the guaranteed period; 

(ii) The exposure on the portion that is not expected to be recovered due to the guaranteed party’s default; and 

(iii) The estimated loss exposure if the party guaranteed were to default. 

Fair Value Hierarchy 

As at 31 December 2012, there were no financial instruments carried at fair value.



40 CAPITAL MANAGEMENT 

The Group considers its capital to be comprised of its ordinary share capital, retained earnings and distributable 

reserves. 

The Group’s objectives when managing its capital are to safeguard the Group’s ability to continue as a going concern 

and to maintain an optimal capital structure so as to maximise shareholders value. In order achieve this objective, the 

Group seeks to balance risk and returns at an acceptable level and also to maintain a sufficient funding base to enable 

the Group to meet its working capital and strategic needs. Where necessary, adjustments to the amount of dividends 

paid to shareholders or the issuance of new shares may be considered. 

There have been no significant changes to the Group’s capital management objectives, policies and processes in the 

year nor has there been any change in what the Group consider to be its capital. 

The Group manages its capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as net debt divided 

by total equity attributable to the owners of the parent. Net debt is calculated as borrowings plus trade and other 

payables less cash and cash equivalents. 

The debt-to-equity ratio of the Group at the end of the reporting period is as follows: 

2012 

RM 

Group 

Finance lease and hire purchase payables 41,558,083 53,421,325 

Bank borrowings - 3,943,546 

Trade payables 1,568,010 2,363,185 

Other payables 11,198,955 32,317,554 

Shareholders’ advance 1,726,811 6,231,949 

2011 

RM 

56,051,859 98,277,559 

Less: 

Cash and bank balances (17,909,658) (19,241,908) 

Cash and bank balances, attributable to disposal group, net of financial liabilities - (26,819) 

Net debt 38,142,201 79,008,832 

Total equity attributable to the owners of the parent 63,329,856 43,995,678 

Debt-to-equity ratio 0.60 1.80 


95 



96 



41 SIGNIFICANT EVENT AFTER REPORTING PERIOD 

Between 9 January 2013 to 17 April 2013, the Company increased its issued and paid up share capital from RM45,016,559 

to RM46,432,457 by allotments of 3,539,745 new ordinary shares of RM0.40 each at an issue price of RM0.40 per share 

arising from the exercise of Warrants 2003/2013. 

42 SUPPLEMENTARY INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS OR LOSSES 

The breakdown of the retained earnings/(accumulated losses) of the Group and of the Company as at 31 December 

2012, into realised and unrealised profits/(losses) is presented in accordance with the directive issued by the Bursa 

Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, 

Determination of Realised and Unrealised Profit and Losses in the Context of Disclosure Pursuant to Bursa Malaysia 

Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, is as follows: 

2012 

RM 

Group Company 

Total retained profits / (accumulated losses):- 

- realised 22,046,554 10,240,211 1,652,154 (1,321,882) 

- unrealised (1,400,828) (2,181,830) - - 

(in respect of deferred tax liabilities recognised) 

Total retained profits / (accumulated losses) 20,645,726 8,058,381 1,652,154 (1,321,882) 

2011 

RM 

2012 

RM 

2011 

RM

LIST OF PROPERTIES 

Particulars of Group Properties as at 31/12/2012 

Location 

GUNUNG RESOURCES SDN BHD 

Description/ 

Existing Use Tenure 

Land 

Area 

Approximate 

Age of 

Building 

Net Book 

Value as at 

31/12/2012 

Date of Last 

Revaluation 

Lot 5911 Factory cum 99 years 6.720 17 years 5,993,636 2004 

Mukim of Asam Kumbang Office lease expiring acres 

District of Larut and Matang 21 July 2069 

Perak Darul Ridzuan 

, 

Lot 19789 Industrial 99 years 24,282 N/A 1,627,375 2004 

Mukim of Asam Kumbang Land lease expiring m2 

District of Larut and Matang 9 May 2095 


EV BUS SDN BHD 

(f.k.a. Impresif Jitu Sdn Bhd) 

PT 32382 Kamunting Industrial 

Estate, Mukim Asam Kumbang, 

Daerah Larut dan Matang 


(Title has not been issued) 

Industrial 

Land 

99 years lease 

expiring 17 Jan 

2110 

140,360 

sq ft 

N/A 1,144,054 


97 



98 

NOTICE OF ANNUAL GENERAL MEETING 

NOTICE IS HEREBY GIVEN that the Eighteenth (18th) Annual General Meeting of the Company will be held at Diamond 

Room, SSL Traders Hotel, No. 43, Jalan Medan Perwira Satu, Medan Perwira, 34600 Kamunting, Perak Darul Ridzuan on 28 

June 2013 at 11.00 a.m. for the following purposes:- 

AGENDA 

As Ordinary Business 

1. To receive the Audited Financial Statements for the financial year ended 31 December 2012 and 

the Reports of the Directors and Auditors thereon. (Please refer to Additional Explanatory Note) 

2. To approve the payment of Directors’ Fees of RM 150,000 for the financial year ended 31 December 

2012 . 

3. To re-elect Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal who retires by rotation pursuant to 

Article 101 of the Company’s Articles of Association. 

4. To re-appoint Peter Wong Hoy Kim who retires pursuant to Section 129 (6) of the Companies Act, 

1965 to hold office until the conclusion of the next Annual General Meeting of the Company. 

5. To re-appoint Messrs STYL Associates as Auditors of the Company and to authorise the Directors 

to fix their remuneration. 

As Special Business 

To consider and if thought fit, to pass the following resolutions:- 

Ordinary Resolutions 

(Resolution 1) 




6. Renewal of Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965 

“That subject always to the Companies Act, 1965, Articles of Association of the Company and 

the approvals of the relevant government and/or regulatory authorities, the Directors be and are 

hereby empowered pursuant to Section 132D of the Companies Act, 1965 to issue new shares in 

the Company from time to time upon such terms and conditions and for such purposes as the 

Directors may, in their absolute discretion deem fit, provided that the aggregate number of new 

shares to be issued does not exceed 10% of the total issued share capital of the Company for the 

time being, and such authority shall continue to be in force until the conclusion of the next Annual 

General Meeting of the Company.” 


7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a 

Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”) 

“That subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia 

Securities Berhad, approval be and is hereby given to the Company’s subsidiary, Gunung Resources 

Sdn Bhd (“GRSB”) to enter into recurrent related party transactions of a revenue or trading nature 

as set out in the Circular to Shareholders dated, which are necessary for the day-to-day operations 

of GRSB, in the ordinary course of business and on normal commercial terms that are not more 

favourable to the related party than those generally available to the public and are not detrimental 

to the minority shareholders of the Company. 

(Resolution 6)

NOTICE OF ANNUAL GENERAL MEETING (cont’d) 

Ordinary Resolutions 

7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a 

Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”) (cont’d) 

And That such approval is subject to annual renewal shall continue to be in force until: 

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time 

the mandate will lapse, unless authority is renewed by a resolution passed at the general 

meeting the mandate is again renewed; 

(ii) the expiration of the period within which the next AGM is required to be held pursuant to 

Section 143(1) of the Companies Act, 1965; (“the Act”) (but shall not extend to such extension 

as may be allowed pursuant to Section 143(2) of the Act); or 

(iii) revoked or varied by a resolution passed by the shareholders in general meeting, whichever 

is earlier. 

That the Directors of the Company be and are hereby authorised to do all such acts and things 

(including executing any relevant documents) as they may consider expedient or necessary or give 

effect to the Proposed Renewal of Shareholders’ Mandate.” 

8. Proposed Retention of Independent Director 

To retain Mr. Peter Wong Hoy Kim as Independent Non-Executive Director of the Company in 

accordance with the Malaysian Code on Corporate Governance 2012. 


Notes: 

By Order of the Board 

Jesslyn Ong Bee Fang (MAICSA 7020672) 

Eric Toh Chee Seong (LS 0005656) 

Company Secretaries 


6 June 2013 

1. A member of the Company, eligible to attend and vote at the meeting, is entitled to appoint a proxy or proxies to vote in his/her 

stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act 1965 

shall not apply to the Company. 

2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her 

shareholdings to be represented by each proxy. 

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial 

owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised 

nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee 

defined under the Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of the Central 

Depositories Act. 

4. The Form of Proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or, if the appointor 

is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. 

5. All Forms of Proxy must be deposited at the Company’s Registered Office at Lot 5911, Jalan Perusahaan Satu, Kamunting Industrial 

Estate, 34600 Kamunting, Taiping, Perak Darul Ridzuan not less than 48 hours before the time set for holding the meeting or at any 

adjournment thereof. 

6. Only members whose names appear on the Record of Depositors as at 21 June 2013 shall be entitled to attend the said AGM or appoint 

a proxy(ies) to attend and/or vote on their behalf. 


99 



100 

NOTICE OF ANNUAL GENERAL MEETING (cont’d) 

EXPLANATORY NOTES ON SPECIAL BUSINESS: 

Ordinary Resolution 5 - Renewal of Authority to Issue Shares Pursuant To Section 132D of the Companies Act, 1965 

The existing general mandate for the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 was 

approved by the shareholders of the Company at the 17th Annual General Meeting held on 8 June 2012. The Company did 

not issue any new shares pursuant to this general mandate as at the date of this notice. 

The Company is continually looking for opportunities to broaden the operating base and earnings potential of the Company. 

This may require the issue of new shares not exceeding ten percent (10%) of the issued and paid-up share capital of the 

Company for the time being. 

The proposed Ordinary Resolution 5 would enable the Directors to avoid delay and cost of convening further general 

meetings to approve the issue of such shares for such purposes. This authority, unless revoked or varied by the Company 

at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. The renewal of 

this mandate will provide flexibility to the Company for any potential fund raising activities, including but not limited to 

placement of shares, for purpose of funding future investments, working capital and/or any acquisition. 

Ordinary Resolution 6 - Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue 

or Trading Nature 

Resolution 6, if passed, will allow the subsidiary company to enter into Recurrent Related Party Transactions in accordance 

with Paragraph 10.09 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. Detailed information 

on the Proposed Shareholders’ Mandate is set out in the Circular to Shareholders dated 6 June 2013 which is dispatched 

together with the Company’s 2012 Annual Report. 

Ordinary Resolution 7 - Proposed Retention of Independent Director 

Mr. Wong Hoy Kim was appointed as Senior Independent Non-Executive Director on 7 November 2003 and has served for 

more than nine (9) years. However he has met the independence guidelines as set out in Chapter 1 of Bursa Securities Main 

Market Listing Requirements. Therefore, the Board considers him to be independent and believes that he should be retained 

as Senior Independent Non-Executive Director. 

Additional Explanatory Note: 

Item 1 of the Agenda 

The Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require 

a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward 

for voting. 

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 

(Pursuant to paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) 

Details of Director who is standing for election 

No Director is seeking election at the forthcoming Eighteenth (18th) Annual General Meeting of the Company. 

The Director standing for re-election is Dato Syed Abu Hussin bin Hafiz Syed Abdul Fasal. Further details are set out in 

the Board of Directors’ Profile and Analysis of Shareholdings/Warrant holdings sections of the Company’s Annual Report 

2012.

ANALYSIS OF SHAREHOLDINGS 

AS AT 13 MAY 2013 

Authorised Share Capital : RM100,000,000 divided into 250,000,000 Ordinary Shares of RM0.40 each 

Issued and Paid-up Share Capital : RM46,469,789.20 divided into 116,174,743 Ordinary Shares of RM0.40 each 

Class of Securities : Ordinary Shares of RM0.40 each 

Voting Rights : One vote for every Ordinary Share 

No. of Shareholders : 2,616 

DISTRIBUTION OF SHAREHOLDINGS 

Size of Shareholdings 

No. of 

Shareholders % 

No. of 

Shares % 

Less than 100 325 12.42 10,446 0.01 

100 to 1,000 631 24.12 587,726 0.51 

1,001 to 10,000 1,182 45.18 5,490,229 4.72 

10,001 to 100,000 389 14.87 13,347,545 11.49 

100,001 to less than 5% of issued shares 87 3.33 63,295,969 54.48 

5% and above of issued shares 2 0.08 33,442,828 28.79 

Total 2,616 100.00 116,174,743 100.00 

LIST OF THIRTY LARGEST SHAREHOLDERS 

Name of Shareholders No. of Shares % 

1. SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL 16,746,570 14.41 

2. ERAYEAR EQUITY SDN BHD 16,696,258 14.37 


4. SJ SEC NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR NASRI BINTI HASHIM (SMT) 

4,443,600 3.82 

5. UOB KAY HIAN NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TEONG LIAN AIK 

4,375,400 3.77 

6. SUHAIMI BIN ISMAIL 4,199,648 3.61 

7. AASIA-EAST CAPITAL SDN BHD 3,889,300 3.35 

8. ROHAYU BINTI YAACOB 3,779,313 3.25 

9. TAN CHAI CHEK 3,229,600 2.78 

10. OOI HOCK LAI 3,000,000 2.58 

11. ZAINORAZUA BINI ZAINUN 2,205,732 1.90 

12. OOI CHIN HEAN 2,000,000 1.72 

13. NOR ASHIKIN BIN KHAMIS 1,393,600 1.20 

14. OOI HOCK LAI 1,166,800 1.00 

15. PUBLIC NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR OOI HOCK HAI 

1,161,300 1.00 

16. GOIK KENZIN 1,001,100 0.86 


BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR SYED ABU HUSSIN 


998,100 0.86 

18. ROSLAINI BINTI KADIR 980,000 0.84 


101 



102 

ANALYSIS OF SHAREHOLDINGS (cont’d) 

AS AT 13 MAY 2013 

LIST OF THIRTY LARGEST SHAREHOLDERS (cont'd) 

Name of Shareholders No. of Shares % 

19. KENANGA NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TOO BOON SIONG 

925,000 0.80 

20. LAM SANG 898,600 0.77 

21. SWE KEE LANG @ SEOW KHEE CHIN 858,900 0.74 

22. HDM NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN SIEW SIONG 

850,000 0.73 

23. MAYBANK NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR NORSHAKIMA BINTI NANYAN 

622,500 0.54 

24. TEO CHIANG HONG 609,100 0.52 

25. OOI GENE HOCK 562,000 0.48 

26. SWEE KEE LANG @ SEOW KHEE CHIN 549,300 0.47 

27. RHB CIMSEC NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR BEST TIME VENTURE SDN BHD 

545,300 0.47 

28. SUBRAMANIAM A/L KARUPPIAH 500,000 0.43 

29. ZURIFAH BINTI ZUHAIRON 443,800 0.38 

30. BEH CHONG THEOW 439,000 0.38 

SUBSTANTIAL SHAREHOLDERS AS AT 13 MAY 2013 

Name of Shareholders 

Direct 

No. of Shares % 

Indirect 


Dato’ Syed Abu Hussin bin Hafiz Syed 23,127,170 19.91 

Erayear Equity Sdn Bhd 16,696,258 14.37 - - 

Low Bok Tek - - 16,696,258 * 14.37 

* Deemed to have an interest in the shares by virtue of Section 6A of the Companies Act, 1965 

DIRECTORS’ SHAREHOLDING AS AT 13 MAY 2013 

Name 

Direct 


Indirect 


Dato’ Syed Abu Hussin bin Hafiz Syed 23,127,170 19.91 - - 

Iskandar Ibrahim - - 3,889,300 # 3.35 

Peter Wong Hoy Kim - - - - 

Shaiful Annuar Bin Ahmad Shaffie - - - - 

Malik Parvez Ahmad bin Nazir Ahmad - - - - 

# Deemed to have an interest in the shares by virtue of Section 6A of the Companies Act, 1965 

By virtue of his interest in the shares of the Company, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal is deemed interested 

in the shares of all the subsidiaries of the Company to the extent that the Company has an interest.

ANALYSIS OF WARRANTHOLDINGS 2003/2013 

AS AT 13 MAY 2013 

Class of Securities : Warrants 2003/2013 

No. of Warrants : 16,946,834 

Exercise Price of Warrants : RM0.40 

Exercise Period of Warrants : From 13 October 2003 to 13 October 2013 

Expiry Date of Warrants : 13 October 2013 

Voting Rights : One vote for every Warrant in respect of a meeting of Warrantholders 

No. of Warrantholders : 953 

DISTRIBUTION OF WARRANTHOLDINGS 2003/2013 

Size of Warrant Holdings 

No. of 

Warrant 

holders % 

No. of 

Warrants % 

Less than 100 283 29.70 6,054 0.03 

100 to 1,000 117 12.28 32,152 0.19 

1,001 to 10,000 367 38.51 1,139,913 6.73 

10,001 to 100,000 157 16.47 4,917,647 27.02 

100,001 to less than 5% of issued warrants 24 2.52 5,361,268 31.64 

5% and above of issued warrants 5 0.52 5,489,800 32.39 

Total 953 100.00 16,946,834 100.00 

LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS 2003/2013 

Name of Warrant Holders No. of Warrants % 


2. HLIB NOMINEE (ASING) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR IBRAHIM BIN HAMZAH 

1,263,800 7.46 

3. GOIK KENZIN 951,300 5.61 

4. PUBLIC NOMINEE (ASING) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR OOI HOCK LAI 

930,600 5.49 

5. OOI HOCK LAI 893,100 5.27 

6. DB (MALAYSIA) NOMINEE (ASING) SDN BHD 

BENEFICIARY : DEUTSCHE BANK AG LONDON FOR RAB-NORTHWEST FUND LIMITED 

755,516 4.46 

7. HDM NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN SIEW SIONG 

672,900 3.97 

8. ROHAYU BINTI YAACOB 416,000 2.45 

9. ONG DEE ANN 400,000 2.36 

10. DB (MALAYSIA) NOMINEE (ASING) SDN BHD 

BENEFICIARY : DEUTSCHE BANK AG LONDON FOR RAB-NORTHWEST CHINA 

OPPORTUNITIE S FUND LIMITED 

377,968 2.23 

11. WONG SUE YIN 290,000 1.71 

12. NG KOK POW 209,200 1.23 

13. LEONG YOOT NGOH 187,000 1.10 

14. SIM CHEW 164,000 0.97 


103 



104 

ANALYSIS OF WARRANTHOLDINGS 2003/2013 (cont’d) 

AS AT 13 MAY 2013 

LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS 2003/2013 (cont'd) 

Name of Warrant Holders No. of Warants % 


BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR CHUA GEOK LEE 

150,900 0.89 

16. TAN SIEW SIONG 147,300 0.87 

17. TEE KOK SENG 146,625 0.87 

18. HOO AH BEE @ HOR PENG HUAT 140,000 0.83 

19. LIAW AH KOON 140,000 0.83 

20. TAY HENG PING 140,000 0.83 

21. CIMSEC NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY :PLEDGED SECURITIES ACCOUNT FOR CHIN LEN CHEE 

130,900 0.77 

22. CHIANG SWEE KHENG 123,280 0.73 

23. CHOONG TUCK KEONG 120,000 0.71 

24. ANG POO GUAN 117,677 0.69 

25. KHOR KIN SEONG 110,092 0.65 

26. WONG HEN SANG 110,000 0.65 

27. LAU TIAN BOON 106,750 0.63 

28. UOB KAY HIAN NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR YEO BAN HUN 

105,069 0.62 

29. LIM CHEOH TOW 100,091 0.59 

30. LEE CHENG WAH 100,000 0.59 

DIRECTORS’ WARRANTHOLDING 2003/2013 AS AT 13 MAY 2013 

Name 

Direct 


Indirect 


Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal - - - - 





# Deemed to have an interest in the warrants by virtue of Section 6A of the Companies Act, 1965

ANALYSIS OF WARRANTHOLDINGS 2010/2020 

AS AT 13 MAY 2013 

Class of Securities : Warrants 2010/2020 

No. of Warrants : 25,177,000 

Exercise Price of Warrants : RM0.50 

Exercise Period of Warrants : From 5 October 2010 to 4 October 2020 

Expiry Date of Warrants : 4 October 2020 

Voting Rights : One vote for every Warrant in respect of a meeting of Warrantholders 

No. of Warrantholders : 556 

DISTRIBUTION OF WARRANTHOLDINGS 2010/2020 

Size of Warrant Holdings 

No. of 

Warrant 

holders % 

No. of 

Warrants % 

Less than 100 28 5.04 1,150 0.00 

100 to 1,000 102 18.34 75,640 0.30 

1,001 to 10,000 245 44.06 1,107,099 4.40 

10,001 to 100,000 152 27.34 6,112,601 24.28 

100,001 to less than 5% of issued warrants 27 4.86 9,566,710 38.00 

5% and above of issued warrants 2 0.36 8,313,800 33.02 

Total 556 100.00 25,177,000 100.00 

LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS 2010/2020 


1. ERAYEAR EQUITY SDN. BHD. 6,799,565 27.01 



4. ROHAYU BINTI YAACOB 1,112,450 4.42 

5. TAN CHAI CHEK 979,650 3.89 

6. GOIK KENZIN 773,100 3.07 

7. WEE PEI SEE 700,000 2.78 


BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR SYED ABU HUSSIN 


430,000 1.71 

9. OOI WENG HOOI 417,700 1.66 

10. CHOO KIM LIN 402,600 1.60 

11. SUHAIMI BIN ISMAIL 392,550 1.56 

12. BEH CHONG THEOW 369,750 1.47 

13. MAYBANK NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR NORSHAKIMA BINTI NANYAN 

322,500 1.28 

14. GEORGE LEE SANG KIAN 271,000 1.08 

15. NG KOK POW 251,000 1.00 

16. WONG HEN SANG 230,000 0.91 

17. YONG WAN KEONG 174,900 0.69 


105 



106 

ANALYSIS OF WARRANTHOLDINGS 2010/2020 (cont’d) 

AS AT 13 MAY 2013 

LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS 2010/2020 (cont'd) 


18. MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR LIM SOO TIEN 

170,000 0.68 

19. TAN BEE ONG @ TAN BEE HOON 158,000 0.63 

20. TA NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TEH SEE YONG 

150,000 0.60 

21. NG HIAP LAI 145,000 0.58 

22. OOI GENE HOCK 140,500 0.56 

23. RIDZUAN HAZIMIN BIN RAMLI 135,000 0.54 

24. TA NOMINEES (TEMPATAN) SDN BHD 

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR HARBAJAN KAUR A/P SADHU SINGH 

125,000 0.50 

25. LAM SANG 121,250 0.48 

26. KHOO SUAT CHENG 118,000 0.47 

27. TEE KOK SENG 112,460 0.45 

28. CHAN MOH NEE 110,000 0.44 

29. FARIDAH BINTI DIN 107,000 0.42 

30. CHEW CHUON GHEE 100,000 0.40 

DIRECTORS’ WARRANTHOLDING 2010/2020 AS AT 13 MAY 2013 

Name 

Direct 


Indirect 


Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 1,944,235 7.72 - - 





# Deemed to have an interest in the warrants by virtue of Section 6A of the Companies Act, 1965

FORM OF PROXY 

I/We, 

of 

being a member of GUNUNG CAPITAL BERHAD hereby appoint 

of 

or failing him/her 

of 

(Full Name In Block Letters) 

(Address) 


(Address) 


(Address) 

or failing him/her, the Chairman of the meeting, as my/our proxy, to vote for me/us on my/our behalf at the 18th Annual 

General Meeting of the Company to be held at Diamond Room, SSL Traders Hotel, No. 43, Jalan Medan Perwira Satu, Medan 

Perwira, 34600 Kamunting, Perak Darul Ridzuan on Fiday, 28 June 2013 at 11.00 a.m. and at any adjournment thereof in 

the manner indicated below. 

Resolution 1 To approve the payment of Directors’ Fees of RM150,000 for the financial year ended 


Resolution 2 To re-elect Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal 

Resolution 3 To re-appoint Peter Wong Hoy Kim 

Resolution 4 To re-appoint Messrs STYL Associates as Auditors of the Company 

Resolution 5 Renewal of Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 

Resolution 6 To renew shareholders’ mandate for recurrent related party transactions of a revenue or 

trading nature 

Resolution 7 To retain Peter Wong Hoy Kim as Senior Independent Director 

For Against 

(Please indicate with an ‘X’ in the spaces provided how you wish your vote to be cast. In the absence of specific directions, 

your proxy may vote or abstain from voting at his/her discretion) 

Signed this day of 2013 

Signature of Shareholder 

No. of Shares held 


107 


Notes:- 

1. A member of the Company, eligible to attend and vote at the meeting, is entitled to appoint a proxy or proxies to vote in his/her stead. A proxy may 

but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company. 

2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to 

be represented by each proxy. 

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one 

securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each 

omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted 

from compliance with the provisions of subsection 25A(1) of the Central Depositories Act. 

4. The Form of Proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or, if the appointor is a corporation, 

either under its common seal or under the hand of an officer or attorney duly authorised. 

5. All Forms of Proxy must be deposited at the Company's Registered Office at Lot 5911, Jalan Perusahaan Satu, Kamunting Industrial Estate, 34600 

Kamunting, Taiping, Perak Darul Ridzuan not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. 

6. Only members whose names appear on the Record of Depositors as at 21 June 2013 shall be entitled to attend the said AGM or appoint a proxy(ies) to 

attend and/or vote on their behalf. 

Please fold here 

Please fold here 

The Company Secretary 

GUNUNG CAPITAL BERHAD (330171-P) 

Lot 5911, Jalan Perusahaan Satu 

Kamunting Industrial Estate 

34600 Kamunting, Taiping 


Malaysia 

Affix 

Stamp 

Here

(Source: YB Dato’ Sri Peter Chin Fah Kui, The Future of Energy in Malaysia, 

April 2012)

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