Professional Documents
Culture Documents
(731568-V)
www.malakoff.com.my
(731568-V)
Preparing
for the Future
Our people is instrumental to the
continued success of Malakoff as we
build our foundations on the strength
of competency.
T h e c o v e r a c k n o w le d g e s t h e
contribution of every man and
woman at Malakoff who have been
instrumental in the journey of
the Group, as we look ahead with
optimism onto the next level of
challenges.
Malakoff
Corporation
Berhad
Annual
report
2008
001
Our Vision
To be a LEADING POWER & WATER Provider
Corporate Values
Integrity
Teamwork
Innovation
Excellence
Respect for Individual
Our MISSION
In striving to enhance stakeholders value and achieve our vision, we seek to:
Develop and utilise local expertise;
Share knowledge and spur the growth of the power and water sectors; and
Promote innovation in all aspects of our business.
Malakoff
Corporation
Berhad
Table
of contents
Annual
report
2008
Audit Committee
Corporate Responsibility
Corporate Performance
001 Our Mission & Vision
003 Group Financial & Performance
Highlights
004 Corporate Profile
008 Corporate Information
009 Malakoff Shareholders
010 Corporate Structure
Directors Profiles
014 Board of Directors
016 Profile of Board of Directors
Management Team
025 Organisational Structure
026 Individual Profiles of Key
Members of Management Team
002
Corporate Event
Highlights
078 Corporate Event Highlights
Financial Statements
083 Financial Statements
Malakoff
Corporation
Berhad
003
Annual
report
2008
group financial
& Performance highlights
2008
RM000
2007
RM000
Revenue
5,121,267
2,701,998
318,560
323,769
138,789
217,297
Paid-up capital
351,344
351,344
Shareholders funds
4,191,529
4,172,439
23,624,275
23,457,579
Earnings
40
62
Dividend (gross)
32
Net assets
1,193
1,188
As at 31 December
Revenue
(Rm Million)
08
07
(RM Million)
5,121
2,702
Shareholders funds
139
217
(RM Million)
(RM Million)
08
07
4,192
4,172
08
07
23,624
23,458
(Sen)
08
07
08
07
(Sen)
40
62
08
07
1,193
1,188
Malakoff
Corporation
Berhad
Annual
report
2008
Corporate
Profile
004
Malakoff
Corporation
Berhad
Annual
report
2008
005
t
aboue
ness
v
i
s
nds the
i
b
e
t
a
h
t
Coh the bedrock
rk is
Teamwo f our diversity
o
strength
Malakoff
Corporation
Berhad
Annual
report
2008
Corporate
Information
Directors
TAN SRI ABDUL HALIM ALI
Chairman
Company Secretaries
Registered Office
(MAICSA 7032259)
AUDITORS
KPMG
PRINCIPAL BANKER
Malayan Banking Berhad
Remuneration Committee
members
TAN SRI ABDUL HALIM ALI (Chairman)
Datuk HAJI Hasni Harun
Cindy Tan Ler Chin
correspondence address
Level 12, Block 3B, Plaza Sentral
Jalan Stesen Sentral 5
50470 Kuala Lumpur
Tel: +603-2263 3388
Fax: +603-2263 3333
Website: www.malakoff.com.my
008
Malakoff
Corporation
Berhad
009
Annual
report
2008
Malakoff
shareholders
51%
30%
10%
6.5%
2.5%
Malakoff
Corporation
Berhad
010
Annual
report
2008
Corporate
Structure
Power Generation
operations and
Maintenance services
Electricity
Distribution
93.75%
Segari Energy Ventures Sdn Bhd
100%
Teknik Janakuasa Sdn Bhd
100%
Wirazone Sdn Bhd
5%
7
GB3 Sdn Bhd
1 00%
Natural Analysis Sdn Bhd
1 00%
Prai Power Sdn Bhd
1 00%
TJSB International Limited
90%
Tanjung Bin Power Sdn Bhd
0%
4
Kapar Energy Ventures Sdn Bhd
20%
Saudi-Malaysia Operation &
Maintenance Services Company
Limited
1 00%
Hypergantic Sdn Bhd
5%
2
Port Dickson Power Berhad
100%
TJSB International (Shoaiba) Limited
20%
Al-Imtiaz Operation &
Maintenance Company Limited
100%
TJSB Middle East Limited
100%
TJSB Global Sdn Bhd
49%
Hyflux-TJSB Algeria SPA
Malakoff
Corporation
Berhad
Project
Management
011
Annual
report
2008
Offshore
Others
100%
Malakoff Engineering Sdn Bhd
100%
Malakoff International Limited
100%
Tuah Utama Sdn Bhd
1 00%
Malakoff Gulf Limited
40%
Malaysian Shoaiba Consortium
Sdn Bhd (MSCSB)
20%
Saudi-Malaysia Water & Electricity
Company Limited (SAMAWEC) II
12%
Shuaibah Water & Electricity
Company Limited (SWEC) II
100%
MESB Project Management
Sdn Bhd
100%
Malakoff Technical (Dhofar) Limited
20%
Dhofar Power Company SAOG (DPC) lV
70%
Tlemcen Desalination Investment Company SAS (TDIC)
35.7%
Almiyah Attilemcania SPA (AAS) V
100%
Malakoff Jordan Generation Limited (MJGL)
25%
Enara Energy Investment Company (ENARA)
1 00%
Transpool Sdn Bhd I
11.7%
Shuaibah Expansion Project lll
Company Limited (SEPCL)
43.4%
Salalah Power Holdings Limited (SPHL) lV
100%
Malakoff AlDjazair Desal Sdn Bhd (MADSB)
4%
5
Desa Kilat Sdn Bhd
12%
Shuaibah Expansion Holding
Company Limited (SEHCL) lll
43.4%
Oman Technical Partners Limited (OTPL) lV
0%
2
Lekir Bulk
Terminal
Sdn Bhd
12.75%
Central Electricity Generating
Company Limited (CEGCO) VI
100%
Malakoff Ras Azzour Limited
(f.k.a Kuwmal Investments Limited)
100%
Spring Assets Limited I
100%
Malakoff Capital (L) Ltd I
Dormant
about
adaptability
The winds of change will test
our determination to embrace
challenges by being flexible
Malakoff
Corporation
Berhad
014
Annual
report
2008
Board of
Directors
Chairman
Malakoff
Corporation
Berhad
Annual
report
2008
015
Malakoff
Corporation
Berhad
Annual
report
2008
016
profile of
board of Directors
YBhg. Tan Sri Abdul Halim Ali, aged 66, was appointed to
the Board of Malakoff Corporation Berhad (Malakoff) on 24
May 2007 and assumed the post of Chairman of the Board on
26 October 2007. He is also Chairman of the Remuneration
Committee.
He holds a Bachelor of Arts (Honours) Degree from the
University of Malaya, Malaysia.
Tan Sri Abdul Halim Ali joined the Malaysian Foreign Service
soon after graduation in 1966. He served in various positions
at the Ministry of Foreign Affairs as well as in Malaysian
diplomatic missions overseas. His early postings included the
Malaysian High Commission in New Delhi, India, the Malaysian
Consulate in Medan of Indonesia and the Malaysian Embassy
in Tokyo, Japan. In 1979 he was posted to the United Nations
in New York, as Malaysias Deputy Permanent Representative.
In 1982, he was appointed as Malaysian Ambassador to the
Socialist Republic of Vietnam, returning to Kuala Lumpur
in 1985 to assume the post of Deputy Secretary-General
(III), Ministry of Foreign Affairs. In 1988, he was appointed
Ambassador of Malaysia to Austria, where he also held the
position of Resident Representative to UNIDO, IAEA and the
United Nations Office in Vienna, Austria. In 1991, he returned
to Malaysia to assume the post of Deputy of SecretaryGeneral (1), Ministry of Foreign Affairs. After a short stint as
Secretary-General of the Ministry, he was appointed Chief
Secretary to the Government in September 1996, a post he
held until his retirement in January 2001. Thereafter he was
appointed Chairman of EPF (January 2001- January 2007)
and Chairman of Malakoff Berhad (September 2001 to 4th
July 2007).
Malakoff
Corporation
Berhad
Annual
report
2008
017
Malakoff
Corporation
Berhad
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018
Malakoff
Corporation
Berhad
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Malakoff
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report
2008
020
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Corporation
Berhad
Annual
report
2008
021
Puan Cindy Tan Ler Chin, aged 48, a Malaysian, was appointed
to the Board on 9 August 2007 and is a member of the
Remuneration Committee of the Board.
She holds an Honours Degree in Economics, majoring in
statistic, from Universiti Kebangsaan Malaysia. In 1991,
she obtained a Cer tified Diploma in Accounting and
Finance, accorded by the Chartered Association of Certified
Accountants.
She is currently the Head of Treasury Department, Investment
Division of the Employees Provident Fund (EPF). She
is also a Director of Malaysia Building Society Berhad, a
subsidiary of EPF.
Malakoff
Corporation
Berhad
Annual
report
2008
022
Malakoff
Corporation
Berhad
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023
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Corporation
Berhad
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report
2008
024
Malakoff
Corporation
Berhad
025
Annual
report
2008
organisational
structure
MD/CEO
Ahmad Jauhari yahya
DCEO
Mohd Radzuan Yahya
Company Secretarial
department
OPERATIONS & MAINTENANCE
DIVISION
Ventures i Division
ASSET MANAGEMENT DIVISION
Ventures ii Division
Malakoff Engineering
Group Finance &
Accounts Division
HUMAN RESOURCES & ADMIN
DEPARTMENT
Legal Services Department
ORGANISATIONAL
DEVELOPMENT DEPARTMENT
IT & ENTERPRISE
APPLICATIONS DEPARTMENT
Malakoff
Corporation
Berhad
026
Annual
report
2008
individual profiles of
key members of management team
Malakoff
Corporation
Berhad
Annual
report
2008
027
Ruswati Othman
Nordin Kassim
Malakoff
Corporation
Berhad
028
Annual
report
2008
Habib Husin
azhari sulaiman
Malakoff
Corporation
Berhad
Annual
report
2008
Ernest Navaratnam
Senior Vice President
Ventures II Division
Mr. Ernest Navaratnam, aged 45, a Malaysian, holds a
Bachelor of Science in Electrical Engineering from Queens
University, Canada. He started his career in 1988 with Tenaga
Ewbank Preece Sdn Bhd as Electrical Engineer/Software
Development Engineer. He then joined SMEC Malaysia in 1992
as Electrical Engineer. SMEC Malaysia is the Malaysian office
for Snowy Mountains Engineering Corporation, Australia.
In early 1995, he joined Malakoff Berhad as Senior Project
Engineer in April 1995. He was promoted to Project Manager
in January 1996 where he was responsible for coordinating
and reviewing the feasibility of projects assigned for possible
augmentation to Malakoff Berhads corporate portfolio. In
June 1999, he joined International Power PLC (IPR) in the
Kuala Lumpur regional office as their Business Development
Manager for South East Asia. He was subsequently seconded
to IPRs headquarters in London, England for a period of over
2 years. He then rejoined Malakoff Berhad in August 2003 as
General Manager for International Business Development. In
April 2006, he was re-designated as Vice President, Region
II. He is currently the Senior Vice President of Ventures II,
Malakoff Corporation Berhad (Malakoff).
029
about
focus
Malakoff
Corporation
Berhad
Annual
report
2008
032
audit committee
PURPOSE
The Audit Committee (Committee) was established
by Board on 19 November 2007. The primary
objectives of the Audit Committee are as follows:
1. To assist the Board in fulfilling its statutory
and fiduciary responsibilities in examining and
monitoring the Company and its subsidiaries
(the Group) management of business, financial
risk processes, accounting and financial
reporting practices;
2. To determine the adequacy and effectiveness
of the administrative, operational and internal
accounting controls of the Group and to ensure
that the Group is operating in accordance with
the prescribed procedures, codes of conduct and
applicable legal and regulatory requirements;
3. Serve as an independent and objective party
from management in the review of the financial
information of the Company and Group
presented by management for the distribution
to shareholders and the general public;
4. Provide direction and oversight over the internal
and external auditors of the Company to ensure
their independence from management;
5. To evaluate the quality of audits conducted
by the internal and external auditors on the
Company and Group.
MEMBERS
The members of the Committee comprised the
following members:
Status of Directorship
Datuk Haji Hasni Harun - Chairman
- Non-Executive Director
Yoong Nim Chee
- Non-Executive Director
Malakoff
Corporation
Berhad
Annual
report
2008
AUTHORITY
The Audit Committee is authorised by the Board:
(a) to investigate any matter within its terms of
reference;
(b) to have the resources in order to perform its
duties and responsibilities as set out in its
terms of reference;
(c) to have full and unrestricted access to
information pertaining to the Company and the
Group including to call on any officers of the
Company and/or the Group in carrying out their
duties;
(d) to have direct communication channels to the
internal and external auditors;
033
Malakoff
Corporation
Berhad
I am pleased to report
that despite what has
been a very difficult
year due to financial
market turbulence,
the Group has
nonetheless achieved a
commendable revenue
of RM5,121 million for
Financial Year (FY) 2008
as compared to RM2,702
million for the 8-month
period in FY2007. On an
annualized basis, the
increase in revenue
amounted to 26%.
Tan sri Abdul Halim Ali
chairman
Annual
report
2008
034
Malakoff
Corporation
Berhad
Annual
report
2008
035
Statement by
chairman
Malakoff
Corporation
Berhad
Annual
report
2008
statement by chairman
036
Malakoff
Corporation
Berhad
Annual
report
2008
Commitment to Sports
Commitment to Environment
037
Malakoff
Corporation
Berhad
Annual
report
2008
038
statement by chairman
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Corporation
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Annual
report
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039
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Corporation
Berhad
040
Annual
report
2008
Malakoff
Corporation
Berhad
Annual
report
2008
041
Performance
review
By md/ceo
base analysis;
We believe that with specialized skills and tools, Malakoff will continue to
differentiate itself from others and therefore stay ahead of the competition.
Malakoff
Corporation
Berhad
Annual
report
2008
042
Asset
performance
Malakoff
Corporation
Berhad
Annual
report
2008
043
LOCAL ASSETS
We continue to contribute towards the nations
economic development through our core business
activity of generating power for the National Grid. Our
interests in a number of power plants have brought our
effective generation capacity, to a total of 5,020MW. We
are therefore responsible for approximately 25% of the
power generation in Peninsular Malaysia.
Malakoff
Corporation
Berhad
Annual
report
2008
044
Malakoff
Corporation
Berhad
045
Annual
report
2008
90.00%@2,100 MW
TBP
1,890 MW
40.00%@2,420 MW
KEV
968 MW
25.00%@440 MW
PDP
110 MW
100.00%@350 MW
PPSB
350 MW
75.00%@640 MW
GB3
480 MW
93.75%@1,303 MW
SEV
1,222 MW
7,253 MW
Effective Capacity
5,020 MW
27%
Malakoff
5,020 MW
73%
TNB &
other IPPs
Malakoff
Corporation
Berhad
Annual
report
2008
046
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Corporation
Berhad
Annual
report
2008
047
International Assets
Saudi Arabia
Our first overseas project is the Shuaibah Phase
3 Independent Water and Power Project in the
Kingdom of Saudi Arabia. We are a part of a
consortium tasked with designing, constructing,
commissioning and testing a 900 MW and 194 MIGD
(Million Imperial Gallons per Day) crude oil-fired
power and desalination plant. The project is on a
Build, Own and Operate basis under a 20-year
Power and Water Purchase Agreement (PWPA)
with the government of Saudi Arabia.
Oman
We have entered the power generation business in
Oman through Oman Technical Partners Limited
(OTPL). The consortium members of OTPL
are Malakoff Technical (Dhofar) Limited (MTL)
(43.4%), a wholly-owned subsidiary of Malakoff
International Limited (MIL), GCC Energy Fund of
Dubai through its subsidiary, Oman Power Limited
(28.3%) and Darbat Power LLC of Oman (28.3%).
OTPL in turn, is a direct shareholder of Dhofar
Power Company S.A.O.G (DPC) with MTL having
an indirect 20.0% equity interest in DPC after the
successful acquisition of the entire issued and
paid-up share capital, comprising 12,000 issued
ordinary shares of USD1.00 each of Salalah Power
Holdings Limited (SPHL) from PSEG Global L.L.C
of the United States of America. MTL too has
become the Technical Partner of DPC. DPC is
an integrated power company with a 239 MW
generating asset as well as the transmission and
distribution assets in the Salalah region of Oman.
Jordan
Malakoff has established its presence in Jordan with an acquisition of a
stake in Central Electricity Generation Company (CEGCO). Malakoff has a
25% interest in ENARA, a consortium with Jordan Dubai Capital of Jordan
(65%) and Consolidated Contractors Ltd of Greece (10%), which holds 51% of
the equity in the Jordanian generation assets, held by CEGCO.
The Government of Jordan signed the CEGCO Share Sale Agreement with
ENARA in May 2007 and the CEGCO Transaction Documents in September 2007.
In October 2007, the sale was finally sealed.
Moving forward, ENARA plans to pursue other opportunities in Jordan and
neighbouring countries, utilising CEGCOs expertise and manpower.
Algeria
Another major overseas project underway in Algeria is a seawater
desalination plant located at Souk Tleta, Wilaya of Tlemcen, Algeria which we
are participating in a consortium comprising our wholly-owned subsidiary,
MIL and Spring Utility Limited (SUL), a wholly-owned subsidiary of Hyflux
Limited of Singapore.
The consortium received a letter of award in October 2006 from the
government-owned Algerian Energy Company (AEC) to develop, construct
and operate the seawater desalination plant. The plant will be supplying
200,000 m3/day of desalinated water to LAlgerienne Des Eaux (ADE) under
a 25-year concession.
MIL and SUL hold 70% and 30% interests, respectively, in the consortium. In
turn, the consortium holds a 51% stake in the company undertaking the project,
with the balance held by AEC. The project achieved Financial Closure in January
2008 and is expected to meet the Commercial Operation Date in January 2010.
Malakoff
Corporation
Berhad
Annual
report
2008
Operations
& Maintenance
(o&M)
048
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055
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056
electricity
distribution
& Chilled water
Supply
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report
2008
057
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058
In line with the development of the KL Sentral area and with the aim
of providing high quality power supply, Wirazone has also undertaken
continuous upgrading of the electricity infrastructure. This has included
the construction of Main Distribution Substation No. 2 to cater for power
demand from new development, mainly catering for Lot J (office towers and
leisure centre) and Lot L (condominium).
Further growth is expected when office towers in Lot J are completed and
tenanted in early 2010 which will increase Wirazones revenue potential in
financial year 2010.
Malakoff
Corporation
Berhad
Annual
report
2008
059
Malakoff
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Berhad
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2008
Ventures
060
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061
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062
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project
Management
064
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Corporation
Berhad
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065
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Corporation
Berhad
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066
Malakoff
Corporation
Berhad
Annual
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2008
Enterprise Applications
067
about
partnersh
i
ps
Our business a
lliances provide
immense oppo
rtunities for gro
wth
Malakoff
Corporation
Berhad
Corporate
Annual
report
2008
responsibility
070
Malakoff
Corporation
Berhad
Annual
report
2008
071
Work is under way for Tanjung Bin, Lumut and Prai Power Plants to
achieve OHSAS 18001:2007 and for Tanjung Bin Power Plant to achieve
ISO 14001:2004 in 2009.
At Tanjung Bin Power Plant, Environmental Monitoring Plan has been
fully implemented with regular verification of emission data, monitoring
of marine water and marine ecology by third party environmental
consultant with regular submission of trending data and environmental
monitoring report to Department of Environment (DOE). The plants
Continuous Emission Monitoring System (CEMS) is connected online
to DOE server in Johor Bahru via the internet since 2008 for the
regulators monitoring of compliance.
Lumut Power Plant on the other hand, continued to shine with its
excellent HSE record. By the end of Dec 2008, Lumut Power Plant
surpassed the target of 1407 days since commissioning without Lost
Time Injury, and this marked a significant milestone in our continued
effort to promote a safety culture.
Many HSE initiatives have been implemented and improvements can
be seen in our HSE Performance Statistics. Through the structured
implementation of our HSE and Security Management Programme over
the years, we have enhanced the sense of ownership and personal
responsibility for safety and health at the work place.
Malakoff
Corporation
Berhad
Annual
report
2008
072
corporate responsibility
Corporate Community
Investment
Malakof f s commitment to C SR principles
remains resolute. In 2008, we reaffirmed this by
increasing our efforts in community involvement,
education, charity and sporting events. For the
year under review, Malakoffs total Corporate
Community Investment (CCI) amounted to RM
2 million through donations and sponsorships
to charitable causes, contributions to arts and
cultural heritage, educational support, as well
as the success of our sporting events.
To foster comradeship and instil competitive
spirit amongst Malaysians, Malakoff continued
to sponsor duathlon spor t s , c ycling and
running. Our flagship international sporting
event, Powerman Malaysia, was successfully
held on 21 November 2008 on its 7th year, with
a participation of about 750 duathletes. Our
inaugural 26km Penang Run, which was held on
10 August 2008, and the 12km KL Run, which was
held on 20 December 2008, saw a total of 450
and 2,500 runners, respectively. On the other
hand, the three-legged 6th Malakoff University
Duathlon Series (MUDS) were also successfully
held at Universiti Kebangsaan Malaysia (UKM)
on 19 July 2008, University Malaya (UM) on 26
July 2008 and Universiti Pertahanan Nasional
Malaysia (UPNM) on 2 August 2008. MUDS
2008 saw a combined participation of close to
1,000 participants. MUDS is designed to attract
people, in particular, university students and the
youth to take up interest in endurance sports
like duathtlon.
Malakoff has successfully brought together sports
and charity into a unique annual event called
the Malakoff Annual Charity Ride. On its third
year, the Malakoff Annual Charity Ride attracted
about 70 cyclists which took on a 480km route
from Gombak to Kuala Terengganu. Along the
way, and through the generosity of our business
associates, we were able to raise RM60,000.00
which was distributed to selected charity homes
along the route. Since the inaugural event, the
Malakoff Annual Charity Ride raised a total of
RM154,000.00, which was distributed to rural
community centres, orphanages, schools, old
folks homes, and the handicapped.
Malakoff
Corporation
Berhad
Annual
report
2008
073
Malakoff
Corporation
Berhad
corporate responsibility
Annual
report
2008
074
Malakoff
Corporation
Berhad
Annual
report
2008
Organisational Development
075
about
ce
lien
resince
is the state of
Persevera
collective resolute, in the face
of adversities.
Malakoff
Corporation
Berhad
078
Annual
report
2008
Corporate event
highlights
01
03
02
04
05
01
02
03
04
05
19 July 2008
26 July 2008
Malakoff
Corporation
Berhad
079
Annual
report
2008
06
07
08
28 July 2008
02 August 2008
9 August 2008
100 th
Coal Shipment
ceremony at tg. bin
power plant
En Ahmad Jauhari Yahya
signing the commemorative
plaque.
09
10
11
10 August 2008
15 august 2008
05 September 2008
Launching of
OHSAS 18001
Deput y CEO, En Mohd
Radzuan Yahya officiating
the launching ceremony.
06
07
08
09
10
11
Malakoff
Corporation
Berhad
080
Annual
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12
13
14
15
16
17
12
13
14
17 October 2008
19 october 2008
T g. B in Power Plant
Hari Raya open House
Orang kampung from Mukim
Serkat and staff mingled
during the open house at
site.
Adopted school
programme
The school children during
t h e ir v i s i t to t h e b r e a d
factory.
15
16
17
23 october 2008
24 october 2008
Malakoff
Corporation
Berhad
081
Annual
report
2008
18
19
20
09 November 2008
26 November 2008
04 december 2008
powerman malaysia
The winners of Elite Category
at Powerman Malaysia 2008.
21
22
23
09 december 2008
13 december 2008
21 december 2008
malakoff Corporate
Golf Invitational
Tan Sr i A bdul Halim A li
giving a prize to a winner.
Malakoff KL run
En Ahmad Jauhari Yahya
with the winners of Malakoff
Run 2008.
18
19
20
21
22
23
Malakoff
Corporation
Berhad
Annual
report
2008
082
FINANCIAL
STATEMENTS
084 Directors Report
088 Balance Sheets
090 Income Statements
091 Statements of Changes in Equity
092 Cash Flow Statements
094 Notes to the Financial Statements
147 Statement by Directors
147 Statutory Declaration
148 Report of the Auditors
Malakoff
Corporation
Berhad
Annual
report
2008
084
Directors report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for
the year ended 31 December 2008.
Principal activities
The Company is principally engaged in investment holding and the provision of management services to it subsidiaries whilst the
principal activities of the subsidiaries are as stated in Note 6 to the financial statements. There has been no significant change
in the nature of these activities during the financial year.
Results
Group Company
RM000 RM000
Profit attributable to:
Shareholders of the Company
Minority interest
138,789
51,309
155,543
190,098
155,543
Dividends
Since the end of the previous financial year, the Company paid:
(i) a
final ordinary dividend of approximately 15.4 sen per ordinary share less tax at 26% totalling RM40,000,000 (11.4 sen net
per ordinary share) in respect of the year ended 31 December 2007 on 2 April 2008;
(ii) a
n interim ordinary dividend of approximately 16.5 sen per share less tax at 26% totalling RM42,857,920 (12.2 sen net per
ordinary share) in respect of the year ended 31 December 2008 on 2 September 2008; and
(iii) a
n interim preference dividend of RM1 per share less tax at 26% totalling RM37,142,080 (74 sen net per share) in respect
of the year ended 31 December 2008 on 2 September 2008.
The final ordinary dividend recommended by the Directors in respect of the year ended 31 December 2008 consist of approximately
2.57 sen per ordinary share less tax at 25% (1.92 sen net per ordinary share) and single tier dividend of approximately 22.27 sen
per ordinary share totalling RM6,769,188 and RM78,230,812 respectively.
Malakoff
Corporation
Berhad
085
Annual
report
2008
Directors interests
None of the Directors holding office at 31 December 2008 had any interest in the ordinary shares of the Company and of its
related corporations during the financial year.
Directors benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit
(other than a benefit included the aggregate amount of emoluments received or due and receivable by Directors as shown in
the financial statements) by reason of a contract made by the Company or a related company with the Director or with a firm
of which the Director is a member, or with a company in which the Director has a substantial financial interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the
Company to acquire benefits by means of the acquisition of shares in the Company or any other body corporate.
Issue of shares
There were no changes in the issued and paid-up capital of the Company during the financial year.
Malakoff
Corporation
Berhad
Annual
report
2008
086
directors report
all known bad debts have been written off and adequate provision made for doubtful debts, and
ii)
all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
i)
that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group
and in the Company inadequate to any substantial extent, or
ii)
t hat would render the value attributed to the current assets in the Group and in the Company financial statements
misleading, or
iii) w
hich have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of
the Company misleading or inappropriate, or
iv)
not otherwise dealt with in this report or in the financial statements, that would render any amount stated in the financial
statements of the Group and of the Company misleading.
any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which
secures the liabilities of any other person, or
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may
substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors, except for the allowance for impairment of intangible assets amounting to RM99,232,000 and the
windfall tax levy of RM211,666,000 as disclosed in the financial statements, the results of the operations of the Group and of the
Company for the financial year ended 31 December 2008 have not been substantially affected by any item, transaction or event
of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that
financial year and the date of this report.
Malakoff
Corporation
Berhad
Annual
report
2008
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Chairman
Tan Sri Abdul Halim bin Ali
087
Malakoff
Corporation
Berhad
088
Annual
report
2008
Balance sheets
at 31 December 2008
Group Company
Note
2008
2007
2008
2007
RM000 RM000 RM000 RM000
Assets
Property, plant and equipment
Intangible assets
Prepaid lease payments
Investment in subsidiaries
Investment in associates
Other investments
Deferred tax assets
3
4
5
6
7
8
9
10,733,893
6,538,891
107,810
1,379,157
10,973
10,631,005
6,904,958
112,288
1,536,031
10,609
37,402
5,454
8,128,970
1,006,800
1,669,056
38,419
5,516
8,128,970
1,022,000
1,715,897
18,770,724
19,194,891
10,847,682
10,910,802
10
11
12
1,025,841
638,415
124,442
3,064,853
1,147,669
488,173
52,892
2,573,954
622,861
115,664
488,115
602,737
51,550
460,493
4,853,551
4,262,688
1,226,640
1,114,780
Total assets
23,624,275
23,457,579
12,074,322
12,025,582
Equity
Share capital
Reserves
Retained profits
356,363
3,659,298
175,868
356,363
3,658,997
157,079
356,363
3,658,997
131,209
356,363
3,658,997
95,666
4,191,529
4,172,439
4,146,569
4,111,026
Minority interest
288,196
220,410
4,479,725
4,392,849
4,146,569
4,111,026
Total equity
13
Malakoff
Corporation
Berhad
089
Annual
report
2008
balance sheets
Group Company
Note
2008
2007
2008
2007
RM000 RM000 RM000 RM000
Liabilities
Loans and borrowings
14
13,917,029
14,348,464
Employee benefits
15
31,277
27,280
6,902,250
10,519
6,855,028
8,950
2,785,196
2,809,559
16,733,502
17,185,303
6,912,769
6,863,978
1,043,321
588,340
423,692
457,998
16
14
1,363,473
1,267,174
2,411,048
1,879,427
1,014,984
1,050,578
Total liabilities
19,144,550
19,064,730
7,927,753
7,914,556
23,624,275
23,457,579
12,074,322
12,025,582
4,254
23,913
591,292
The notes on pages 94 to 146 are an integral part of these financial statements.
592,580
Malakoff
Corporation
Berhad
090
Annual
report
2008
Income statements
Group Company
30.4.2007 to
Note
2008
31.12.2007
2008
2007
RM000 RM000 RM000 RM000
Revenue
Cost of sales
17
5,121,267
(3,198,733)
2,701,998
(1,536,229)
564,324
421,219
1,922,534
1,165,769
564,324
421,219
20,130
(145,427)
(435,436)
4,219
(90,645)
(106,304)
12,080
(61,997)
104
(32,021)
Gross profit
Other income
Administrative expenses
Other operating expenses
1,361,801
973,039
514,407
389,302
Interest income
Finance costs
123,775
(1,197,816)
123,038
(768,434)
296,841
(581,338)
214,330
(387,894)
Operating profit
18
287,760
327,643
229,910
215,738
30,800
(3,874)
318,560
323,769
229,910
215,738
20
(128,462)
(55,267)
(74,367)
(59,854)
190,098
268,502
155,543
155,884
138,789
51,309
217,297
51,205
155,543
155,884
190,098
268,502
155,543
155,884
Tax expense
Profit for the year/period
Attributable to:
Shareholders of the Company
Minority interest
Profit for the year/period
The notes on pages 94 to 146 are an integral part of these financial statements.
Malakoff
Corporation
Berhad
091
Annual
report
2008
(218)
(218)
(218)
13
351,344
5,019
3,162,096
496,901
217,297
217,297
4,015,360
51,205
268,502
4,015,360
27
21
(60,000)
(60,000)
189,285
(20,080)
189,285
(80,080)
351,344
5,019
3,162,096
496,901
157,079
4,172,439
220,410
4,392,849
138,789
138,789
51,309
190,098
301
301
544
845
21
(120,000)
(120,000)
29,811
(13,878)
29,811
(133,878)
351,344
5,019
3,162,096
496,901
301
175,868
4,191,529
288,196
4,479,725
* RM2
Attributable to shareholders of the Company
Non-distributable Distributable
(Accumulated
Ordinary
Preference Ordinary
Preference
losses)/
Share Share Share Share Retained
Company Note
capital
capital
premium
premium
profits Total
RM000 RM000 RM000 RM000 RM000 RM000
At 1 January 2007
(218)
(218)
13
21
351,344
5,019
3,162,096
496,901
155,884
(60,000)
155,884
4,015,360
(60,000)
351,344
5,019
3,162,096
496,901
95,666
4,111,026
155,543
(120,000)
155,543
(120,000)
351,344
5,019
3,162,096
496,901
131,209
4,146,569
21
The notes on pages 94 to 146 are an integral part of these financial statements.
Malakoff
Corporation
Berhad
092
Annual
report
2008
Group Company
30.4.2007 to
Note
2008
31.12.2007
2008
2007
RM000 RM000 RM000 RM000
Cash flows from operating activities
Profit before tax
Adjustments for:
Allowance for doubtful debts
Amortisation of prepaid lease payments
Amortisation of intangible assets
Depreciation of property, plant and equipment
Finance costs
Interest income
Impairment of intangible assets
Impairment of goodwill
Provision for retirement benefits
Share of (profit)/loss of equity accounted associates
318,560
323,769
229,910
215,738
5
4
3
4
4
36,158
4,478
401,914
442,449
1,197,816
(123,775)
98,373
859
9,812
(30,800)
75,491
2,986
230,795
375,815
768,434
(123,038)
4,167
3,874
62
2,048
581,338
(296,841)
3,675
42
1,329
387,894
(214,330)
696
2,355,844
1,662,293
520,192
391,369
(150,242)
115,481
440,425
(46,037)
40,964
(131,245)
(42,305)
(183,639)
(118,647)
11,386
2,761,508
(243,612)
1,525,975
(126,869)
294,248
284,108
2,517,896
1,399,106
294,248
284,108
3
27
(545,337)
(8,342)
15,200
37,395
139,111
(1,099)
(253,331)
(7,211,089)
(525)
33,475
(55,773)
93,243
(16,780)
(1,031)
62,041
319,022
(1,099)
(2,716)
(9,239,344)
181,125
(16,780)
(363,072)
(7,410,780)
378,933
(9,077,715)
Malakoff
Corporation
Berhad
093
Annual
report
2008
Group Company
30.4.2007 to
Note
2008
31.12.2007
2008
2007
RM000 RM000 RM000 RM000
Cash flows from financing activities
Dividends paid
Dividends paid to minority shareholders
Interest paid
Issue of shares
Repayment of borrowings
Proceeds from borrowings
(120,000)
(13,878)
(1,151,366)
(673,000)
293,220
(60,000)
(20,080)
(819,741)
4,015,360
(1,963,380)
7,416,689
(120,000)
(526,658)
(60,000)
(252,049)
4,015,360
(1,878,380)
7,412,389
(1,665,024)
8,568,848
(646,658)
9,237,320
489,800
2,557,174
2,557,174
26,523
443,713
443,713
3,046,974
2,557,174
470,236
443,713
i)
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Group Company
30.4.2007 to
Note
2008
31.12.2007
2008
2007
RM000 RM000 RM000 RM000
12
12
273,564
2,791,289
299,782
2,274,172
3,525
484,590
31,644
428,849
Less: Deposits pledged
12
3,064,853
(17,879)
2,573,954
(16,780)
488,115
(17,879)
460,493
(16,780)
3,046,974
2,557,174
470,236
443,713
The notes on pages 94 to 146 are an integral part of these financial statements.
Malakoff
Corporation
Berhad
Annual
report
2008
094
1. Basis of preparation
he financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting
T
Standards (FRS), accounting principles generally accepted and the Companies Act, 1965 in Malaysia.
The Group and the Company have not applied the following accounting standards (including its consequential
amendments) and interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are
not yet effective:
FRSs/Interpretations Effective date
FRS 4, Insurance Contracts
1 January 2010
1 January 2010
1 July 2009
1 January 2010
1 January 2010
1 January 2010
Malakoff
Corporation
Berhad
Annual
report
2008
095
(continued)
Intangible assets
he preparation of financial statements requires management to make judgements, estimates and assumptions that
T
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
stimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
E
recognised in the period in which the estimate is revised and in any future periods affected.
here are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that
T
have significant effect on the amounts recognised in the financial statements other than those disclosed in the
following notes:
hese financial statements are presented in Ringgit Malaysia (RM), which is the Companys functional currency. All
T
financial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.
Malakoff
Corporation
Berhad
Annual
report
2008
096
(continued)
(i) Subsidiaries
Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the
Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are
taken into account. Subsidiaries are consolidated using the purchase method of accounting.
nder the purchase method of accounting, the financial statements of subsidiaries are included in the
U
consolidated financial statements from the date that control commences until the date that control ceases.
Investments in subsidiaries are stated in the Companys balance sheet at cost less any impairment losses.
(ii) Associates
Associates are entities, including unincorporated entities, in which the Group has significant influence, but not
control, over the financial and operating policies.
Associates are accounted for in the consolidated financial statements using the equity method. The consolidated
financial statements include the Groups share of the profit or loss of the equity accounted associates, after
adjustments, if any, to align the accounting policies with those of the Group, from the date that significant
influence commences until the date that significant influence ceases.
When the Groups share of losses exceeds its interest in an equity accounted associate, the carrying amount
of that interest (including any long-term investments) is reduced to nil and the recognition of further losses
is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the
investee.
Investments in associates are stated in the Companys balance sheet at cost less any impairment losses.
Malakoff
Corporation
Berhad
Annual
report
2008
097
(continued)
The assets and liabilities of operations in functional currencies other than RM, including goodwill and fair value
adjustments, are translated to RM at exchange rates at the balance sheet date. The income and expenses of
operations in functional currencies other than RM are translated to RM at exchange rates at the dates of the
transactions.
Foreign currency differences are recognised in translation reserve. On disposal of operations, accumulated
translation differences are recognised in the consolidated income statement as part of the gain or loss on sale.
xchange differences arising from monetary items that in substance form part of the Companys net investment
E
in foreign operations, are recognised in the Companys income statement. Such exchange differences are
reclassified to equity in the consolidated financial statements. Deferred exchange differences are recognised in
the consolidated income statement upon disposal of the investment.
Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated
impairment losses.
ost includes expenditures that are directly attributable to the acquisition of the asset and any other costs
C
directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling
and removing the items and restoring the site on which they are located. The cost of self-constructed assets
also includes the cost of materials and direct labour and, for qualifying assets, borrowing costs are capitalised
in accordance with the Groups accounting policy. Purchased software that is integral to the functionality of the
related equipment is capitalised as part of that equipment.
he cost of property, plant and equipment recognised as a result of a business combination is based on fair value
T
at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged
between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the
parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant
and equipment is based on the quoted market prices for similar items.
Malakoff
Corporation
Berhad
098
Annual
report
2008
(continued)
(iv) Depreciation
epreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of
D
each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the
lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end
of the lease term. Power plant is depreciated over the period of the power purchase agreements. Freehold land
is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are
ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
Buildings
5 years
C-inspection costs
3 years
5 years
Motor vehicles
5 years
Computers
3 years
525 years
Depreciation methods, useful lives and residual values are reassessed at the balance sheet date.
Malakoff
Corporation
Berhad
Annual
report
2008
099
(continued)
(i)
Goodwill
Goodwill arises on business combinations and is measured at cost less any accumulated impairment losses.
Goodwill represents the excess of the cost of the acquisition over the Groups interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the acquiree.
Any excess of the Groups interest in the net fair value of acquirees identifiable assets, liabilities and contingent
liabilities over the cost of acquisition is recognised immediately in income statements.
Goodwill is allocated to cash-generating units and is tested annually for impairment or more frequently if events
or changes in circumstances indicate that it might be impaired.
Malakoff
Corporation
Berhad
Annual
report
2008
100
(continued)
(iii) Amortisation
Other intangible assets are amortised from the date that they are available for use. Amortisation of intangible
assets is charged to the income statements based on the estimated net electrical output and fixed operation and
maintenance income over the finite useful lives of the intangible assets.
(f) Investments
Long term investments other than in subsidiaries and associates companies are stated at cost. Impairment is made
when the Directors are of the view that there is impairment which is other than temporary.
Long term investments in subsidiaries and associates are stated at cost in the Company, less impairment loss where
applicable.
(g) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the
weighted average cost and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. 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.
(h) Receivables
Receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset
from another entity is established.
Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.
Receivables are not held for the purpose of trading.
Malakoff
Corporation
Berhad
Annual
report
2008
101
(continued)
Malakoff
Corporation
Berhad
Annual
report
2008
102
(continued)
Malakoff
Corporation
Berhad
Annual
report
2008
103
(continued)
(n) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
(i) Capacity and energy payments, operation and maintenance charges and project management fees
evenue is measured at the fair value of the consideration received or receivable and is recognised in the income
R
statement as it accrues.
Malakoff
Corporation
Berhad
Annual
report
2008
104
(continued)
Malakoff
Corporation
Berhad
3.
105
Annual
report
2008
(continued)
Cost
At 1 January 2007
Acquisition through
business combination
Additions
Disposal
Reclassification
21,516
At 31 December 2007/
1 January 2008
Additions
Reclassification
At 31 December 2008
27,789
6,525 11,852,161
14,377
134,066
(1,574)
1,574
630,855
91,755
39,233
3,847
30,465
7,553
4,924
430
(8)
25,463 12,638,931
1,303
253,331
(8)
21,516
27,789
19,328 11,987,801
46,270
40,249
(19,957)
1,793
722,610
154,945
43,080
288,574
38,018
11,356
9,683
5,346
240
26,766 12,892,254
3,703
545,337
8,481
21,516
27,789
45,641 12,029,843
877,555
331,654
59,057
5,586
38,950 13,437,591
Depreciation
At 1 January 2007
Acquisition through
business combination
Charge for the year
Disposal
5,905
893
1,305,019
276,360
523,574
91,711
8,756
870
18,967
3,531
3,559
266
(8)
19,662 1,885,442
2,184
375,815
(8)
At 31 December 2007/
1 January 2008
Charge for the year
6,798
1,341
1,581,379
342,977
615,285
81,977
9,626
2,632
22,498
7,228
3,817
418
21,846 2,261,249
5,876
442,449
At 31 December 2008
8,139
1,924,356
697,262
12,258
29,726
4,235
27,722 2,703,698
Carrying amount
At 1 January 2007
At 31 December 2007/
1 January 2008
21,516
20,991
19,328 10,406,422
107,325
33,454
15,520
1,529
4,920 10,631,005
At 31 December 2008
21,516
19,650
45,641 10,105,487
180,293
319,396
29,331
1,351
11,228 10,733,893
Malakoff
Corporation
Berhad
3.
106
Annual
report
2008
(continued)
Office
equipment
Freehold
Work in
Plant and
and
Motor
Company
land Buildings
progress machinery
furniture
vehicles Computers Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Cost
At 1 January 2007
Acquisition through
business combination
Additions
21,516
17,055
1,888
154
2,987
314
1,080
152
6,622
362
49,414
2,716
At 31 December 2007/
1 January 2008
Additions
Reclassifications
21,516
17,055
1,888
(1,888)
154
3,301
459
1,679
1,232
6,984
572
209
52,130
1,031
At 31 December 2008
21,516
17,055
154
5,439
1,232
7,765
53,161
Depreciation
At 1 January 2007
Acquisition through
business combination
Charge for the year
3,451
536
154
2,541
225
1,068
12
5,168
556
12,382
1,329
At 31 December 2007/
1 January 2008
Charge for the year
3,987
803
154
2,766
430
1,080
34
5,724
781
13,711
2,048
At 31 December 2008
4,790
154
3,196
1,114
6,505
15,759
At 31 December 2007/
1 January 2008
21,516
13,068
1,888
535
152
1,260
38,419
At 31 December 2008
21,516
12,265
2,243
118
1,260
37,402
Carrying amount
At 1 January 2007
Malakoff
Corporation
Berhad
3.
107
Annual
report
2008
(continued)
Security
At 31 December 2008, Group properties with a carrying amount of RM10,457,859,000 (2007 RM10,545,304,000) was
charged as security for debt securities issued by the subsidiaries (see note 14 loans and borrowings).
Borrowing costs
In the prior period, included in addition for the period of the Group was interest capitalised at a rate of 6.3% to 8.9% per
annum amounting to RM222,222,000.
4. Intangible assets
Interest over Power
Purchase and Operation and
Goodwill
Maintenance Agreements
Group Subsidiaries Associate Total
RM000 RM000 RM000 RM000
Cost
At 1 January 2007
Acquisition through business combination
8,232
7,103,796
857,970
7,969,998
8,232
7,103,796
857,970
7,969,998
207,070
23,725
230,795
859
207,070
365,208
23,725
36,706
98,373
230,795
401,914
99,232
At 31 December 2008
859
572,278
158,804
731,941
At 31 December 2007/
1 January 2008
8,232
6,896,726
834,245
7,739,203
At 31 December 2008
7,373
6,531,518
699,166
7,238,057
(Note 7)
Carrying amount
At 1 January 2007
Malakoff
Corporation
Berhad
108
Annual
report
2008
(continued)
Carrying amount
At 1 January 2007
At 31 December 2007
8,232
6,896,726
6,904,958
At 31 December 2008
7,373
6,531,518
6,538,891
Intangible assets arising from interest over Power Purchase and Operation and Maintenance Agreements
The Groups revenue is substantially derived from the generation and sale of electricity energy and generating capacity in
Malaysia, which is governed by the Power Purchase Agreements (PPA) (together with the Independent Power Producer
(IPP) Licence issued by the Ministry of Energy, Water and Communications) held by the respective power generating
subsidiaries and associates. In addition, part of the Groups revenue is also generated from the operations and maintenance
of the power plant, which is governed by the Operation and Maintenance Agreement (OMA) held by the operations and
maintenance subsidiaries.
The Group has identified the cash flows to be generated from the PPA (together with the IPP Licences) and the OMA as
Intangible Assets.
The PPAs and the IPP Licences are recognised as a single asset in accordance with FRS 138 Intangible Assets in view that
both are required for the generation and sale of electricity energy and generating capacity in Malaysia.
There are six (6) PPAs (together with the respective IPP Licences) held respectively by the Groups power generating
subsidiaries of Segari Energy Ventures Sdn. Bhd. (SEV), GB3 Sdn. Bhd. (GB3), Prai Power Sdn. Bhd. (PPSB) and
Tanjung Bin Power Sdn. Bhd. (TBP) and associates Kapar Energy Ventures Sdn. Bhd. (KEV) and Port Dickson Power
Sdn. Bhd. (PDP); and there are four (4) OMAs held by the Groups operations and maintenance subsidiaries of Teknik
Janakuasa Sdn. Bhd. (TJSB) and Natural Analysis Sdn. Bhd. (NASB).
These PPAs and OMAs are the key documents that govern the underlying strength of the Groups cash flow, which provide
for, inter alia, the electricity tariff, supply, operations and maintenance and all other terms to be met by the subsidiaries
and associates.
Malakoff
Corporation
Berhad
109
Annual
report
2008
(continued)
Measurement
The fair value of the Intangible Assets arising from the PPAs and OMAs were measured using the Multi-Period Excess
Earnings Method (MEEM) under the income method. The underlying rationale in the MEEM was that the fair value of an
Intangible Asset represents the present value of the net income after taxes attributable to the Intangible Asset. The net
income attributable to the Intangible Asset was the excess income after charging a fair return on and of all the assets that
are necessary (contributory assets) to realise the net income. The contributory asset charges (CAC) were based on the
fair value of each contributory asset and represent the return on and return of the assets. The assumption in calculating
the CAC was that the owner of the Intangible Asset rents or leases the contributory assets from a hypothetical third
party in an arms length transaction in order to be able to derive income from the Intangible Asset. The present value of the
expected income attributable to the Intangible Assets less CAC and taxes represented the value of the Intangible Asset.
The management had applied the following key assumptions in deriving the present value of the net income after taxes
attributable to the Intangible Assets at the acquisition date:
350MW 2,420MW
Capacity factor
45% 75% of DC
2,300 11,197
11.61 50.00
4.00 10.50
0.013 0.025
4.60 6.50
CAC
In applying the MEEM valuation methodology, the expected cash flows were discounted to their present value equivalent
using a rate of return that reflects the relative risk of the cashflows, as well as the time value of money. This was
calculated by weighing the required returns on debt and equity in proportion to their assumed percentages. The applied
discount rate was 9.09% per annum.
Malakoff
Corporation
Berhad
110
Annual
report
2008
(continued)
PPA companies
GB3
PPSB
SEV
TBP
KEV
392
377
1,565
3,159
859
(859)
392
377
1,565
3,159
392
377
1,565
3,159
859
6,352
(859)
5,493
6,352
TJSB
NASB
1,577
303
1,577
303
1,577
303
1,880
1,880
1,880
7,373
8,232
OMA companies
Total goodwill
8,232
(859)
Malakoff
Corporation
Berhad
111
Annual
report
2008
(continued)
PPA companies
GB3
PPSB
SEV
TBP
KEV
350,139
340,744
1,323,288
3,002,226
797,539
(98,373)
350,139
340,744
1,323,288
3,002,226
699,166
374,080
361,920
1,467,750
3,110,740
834,245
5,813,936
(98,373)
5,715,563
6,148,735
TJSB
NASB
1,475,824
39,297
1,475,824
39,297
1,541,560
40,676
1,515,121
1,515,121
1,582,236
7,329,057
(797,539)
(98,373)
98,373
7,230,684
(699,166)
7,730,971
(834,245)
6,531,518
6,531,518
6,896,726
OMA companies
The impairment test of the above CGUs was based on the expected cash flows discounted to their present value equivalent
using a rate of return that reflects the relative risk of the cashflows, as well as the time value of money. This is calculated
by weighing the required returns on debt and equity in proportion to their assumed percentages. The applied discount rate
was 7.50% per annum.
Malakoff
Corporation
Berhad
112
Annual
report
2008
(continued)
It is assumed that the terms of the PPAs will remain unchanged throughout the concession period.
It is assumed that the Group will be successful in its appeal to the Ministry of Finance to d efer the application of
single tier dividend.
It is assumed that Section 110 tax credit will be available to the Group.
Capacity factor
45% 82% of DC
2,300 15,052
11.61 50.00
4.40 10.50
0.006 0.031
13.56 28.20
0.013 0.031
2.08 7.55
The estimated recoverable amount of all the CGUs exceeds the carrying amount of the goodwill and interest on PPAs/OMAs,
except for the recoverable amount of KEV. Accordingly, an impairment allowance was recognised first to the goodwill and
subsequently to the interest on PPA in relation to KEV, amounting to RM859,000 and RM98,373,000 respectively.
Malakoff
Corporation
Berhad
5.
113
Annual
report
2008
(continued)
93,137
29,371
122,508
93,137
29,371
122,508
At 1 January 2007
Acquisition through business combination
Amortisation for the year
2,388
2,388
4,846
598
7,234
2,986
4,776
3,582
5,444
896
10,220
4,478
At 31 December 2008
8,358
6,340
14,698
88,361
23,927
112,288
84,779
23,031
107,810
Amortisation
Carrying amounts
At 1 January 2007
At 31 December 2007/1 January 2008
At 31 December 2008
Security
The leasehold land of the Group amounting to RM6,148,000 (2007: RM6,221,000) have been charged as security for debt
securities issued by certain subsidiaries.
Malakoff
Corporation
Berhad
Annual
report
2008
5.
114
(continued)
Leasehold land
Unexpired
period more
Company
than 50 years
RM000
Cost
At 1 January 2007
Acquisition through business combination
6,159
6,159
Amortisation
At 1 January 2007
Acquisition through business combination
Amortisation for the year
601
42
643
62
At 31 December 2008
705
Carrying amounts
At 1 January 2007
5,516
At 31 December 2008
5,454
Malakoff
Corporation
Berhad
115
Annual
report
2008
(continued)
6. Investments in subsidiaries
Company
2008
2007
RM000 RM000
At cost:
Unquoted shares
8,128,970
8,128,970
Effective
Country of
ownership
Name
incorporation
interest
2008
2007
%
%
Principal activities
Malaysia
100
100
Malaysia
100
100
Malaysia
93.75
93.75
Malaysia
90
90
Malaysia
75
75
Malaysia
100
100
Malakoff
Corporation
Berhad
116
Annual
report
2008
(continued)
Principal activities
Malaysia
100
100
Malaysia
54
54
Malaysia
100
100
Investment holding
Malaysia
100
100
Investment holding
Malaysia
100
100
Dormant
Malaysia
100
100
Dormant
British Virgin
Islands
100
100
Dormant
Cayman
Islands
100
100
Malaysia
100
British Virgin
Islands
100
100
British Virgin
Islands
100
100
Malaysia
100
100
Investment holding
British Virgin
Islands
100
100
British Virgin
Islands
100
100
Dormant
Malakoff
Corporation
Berhad
117
Annual
report
2008
(continued)
Principal activities
France
70
70
Algeria
35.7
35.7
Malaysia
100
100
Cayman
Islands
100
100
Malaysia
100
100
Investment holding
British Virgin
Islands
100
100
British Virgin
Islands
100
100
Malakoff
Corporation
Berhad
118
Annual
report
2008
(continued)
7. Investments in associates
Group Company
2008
2007
2008
2007
RM000 RM000 RM000 RM000
At cost:
Unquoted shares
Quoted shares outside Malaysia
Unquoted preference shares
Unquoted loan stocks
Pre-acquisition reserves
Share of post-acquisition profits/(losses)
97,948
55,512
4,000
402,455
93,150
26,926
97,948
55,512
4,000
417,655
130,545
(3,874)
641,770
365,030
641,770
380,230
679,991
701,786
1,006,800
1,022,000
857,970
857,970
(23,725)
(36,706)
(23,725)
Impairment of intangible assets
(60,431)
(98,373)
(23,725)
At 31 December
(158,804)
(23,725)
Carrying amount
699,166
834,245
1,379,157
1,536,031
1,006,800
1,022,000
61,932
71,995
Market value:
Quoted shares outside Malaysia
2,037,207
132,240
6,923,034
6,158,034
2007
1,226,680
31,486
5,771,094
5,173,425
Malakoff
Corporation
Berhad
119
Annual
report
2008
(continued)
Principal activities
Malaysia
25
25
Malaysia
40
40
Malaysia
20
20
Malaysia
40
40
Investment holding
Saudi Arabia
20
20
Saudi Arabia
12
12
Saudi Arabia
12
12
Saudi Arabia
11.7
11.7
British Virgin
Islands
43.4
43.4
Bermuda
43.4
43.4
Oman
20
20
Jordan
25
25
Malakoff
Corporation
Berhad
120
Annual
report
2008
(continued)
Principal activities
Jordan
12.75
12.75
Saudi Arabia
20
20
Saudi Arabia
20
20
Algeria
49
8. Other investments
Company
2008
2007
RM000 RM000
Non-current
At cost:
Unquoted unsecured loan stocks in subsidiaries
1,669,056
1,715,897
The loan stocks are unsecured, bear interest ranging from 6.0% to 15.0% (2007: 6.0% to 15.0%) per annum and are
repayable over a period of 28 years.
Malakoff
Corporation
Berhad
121
Annual
report
2008
(continued)
1,870
(12,843)
244
(10,853)
1,724,670
20,423
1,823,785
(780,544)
(3,138)
1,599,909
(30,520)
1,949,052
(721,912)
13,030
1,726,540
7,580
1,823,785
(780,544)
(3,138)
1,600,153
(41,373)
1,949,052
(721,912)
13,030
Tax (assets)/liabilities
(10,973)
(10,609)
2,785,196
2,809,559
2,774,223
2,798,950
6
62,657
62,663
In the prior year, deferred tax assets were not recognised in respect of these items because it was not probable that future
taxable profit will be available against which the Group can utilise the benefits there from.
Malakoff
Corporation
Berhad
122
Annual
report
2008
(continued)
244
(8,909)
(1,944)
244
(10,853)
1,626
(1,990)
1,870
(12,843)
(8,665)
(1,944)
(10,609)
(364)
(10,973)
384,420
(10,061)
(58,148)
(357,783)
(3,263)
1,215,489
(20,459)
2,007,200
(364,129)
16,293
1,599,909
(30,520)
1,949,052
(721,912)
13,030
124,761
50,943
(125,267)
(58,632)
(16,168)
1,724,670
20,423
1,823,785
(780,544)
(3,138)
(44,835)
2,854,394
2,809,559
(24,363)
2,785,196
603,106
(111,649)
732,520
(75,491)
491,457
657,029
10.1
10.2
145,012
175,327
29,848
184,197
160,348
75,007
17,310
237,975
398,406
145,012
6,959
72,484
354,434
160,348
7,253
80,702
534,384
490,640
622,861
602,737
1,025,841
1,147,669
622,861
602,737
Non-trade
Amounts due from subsidiaries
Amount due from associate
Other receivables
Deposits
Prepayments
Malakoff
Corporation
Berhad
123
Annual
report
2008
(continued)
The non-trade receivables due from subsidiaries are unsecured, interest free and repayable on demand.
he non-trade receivable from an associate relates to interest receivable subject to the existing terms of the unsecured
T
loan stocks.
11. Inventories
Group Company
2008
2007
2008
2007
RM000 RM000 RM000 RM000
368,543
215,976
53,896
322,080
111,011
55,082
638,415
488,173
2,791,289
273,564
2,274,172
299,782
484,590
3,525
428,849
31,644
3,064,853
2,573,954
488,115
460,493
Malakoff
Corporation
Berhad
124
Annual
report
2008
(continued)
490,000
490,000
490,000
490,000
10,000
100,000
10,000
100,000
351,344
351,344
351,344
351,344
351,344
351,344
351,344
351,344
5,019
50,192
5,019
50,192
5,019
50,192
5,019
50,192
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
Holders of redeemable convertible (at the option of the Company in the event the Company is listed on Bursa Malaysia)
non-cumulative preference shares receive a non-cumulative gross dividend of RM1 per share at the Companys
discretion or whenever dividends to ordinary shareholders are declared. They do not have the right to participate in
any additional dividends declared for ordinary shareholders. Preference shares do not carry the right to vote except
for variation of holders rights to the class of shares, proposal to wind up and during the winding up of the Company,
proposal to reduce the share capital of the Company and on the proposal for the disposal of the whole Companys
property, business or undertaking. The preference shares shall rank equally among themselves in all respects and
shall rank in senior to the ordinary shares but junior to the Junior Sukuk.
Malakoff
Corporation
Berhad
125
Annual
report
2008
(continued)
he translation reserve comprises all foreign currency differences arising from the translation of the financial
T
statements of foreign operations as well as from the translation of liabilities that hedge the Companys net investment
in a foreign subsidiary.
Subject to agreement by the Inland Revenue Board, the Company has Section 108 tax credit to pay up to RM6,769,188
out of its distributable reserves at 31 December 2008 if paid out as dividends. The remaining dividends declared for
the year ended 31 December 2008 shall be distributed as single tier dividend.
The Finance Act, 2007 introduced a single tier company income tax system with effect from year of assessment 2008.
As such, the Section 108 tax credit as at 31 December 2008 will be available to the Company until such time the credit
is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.
Non-current
672,165
610,000
452,019
4,800,000
5,202,250
1,700,000
293,220
187,375
760,366
730,000
517,353
5,290,000
5,155,028
1,700,000
195,717
5,202,250
1,700,000
5,155,028
1,700,000
13,917,029
14,348,464
6,902,250
6,855,028
591,292
94,378
120,000
65,985
490,000
1,818
697,684
99,689
120,000
67,983
280,000
1,818
591,292
592,580
1,363,473
1,267,174
591,292
592,580
Current
Malakoff
Corporation
Berhad
Annual
report
2008
126
(continued)
Maintain a Debt/Equity Ratio of not more than 4:1 and a Finance Service Cover Ratio of at least 1.15 times.
ii)
aintain the Debt/Equity Ratio to be no greater than 9:1 during post-completion (of power plant) period and ensure
M
that the Debt Service Cover ratio is not less than 1.25:1 commencing from commercial operation date.
iii)
Maintain a Debt/Equity Ratio of not higher than 4:1 at all times and maintain an Annual Finance Service ratio of not
less than 1.4:1 commencing from the third year of the first issue of the bonds.
iv)
aintain a minimum Debt Service cover ratio of 1.25 times commencing from the second semi-annual profit payments
M
date and the Debt/Equity Ratio of no more than 4:1.
v)
Sukuk medium term notes, Junior Sukuk and Commercial papers issued by the Company
Maintain a Debt/Equity Ratio of no greater than 1.25:1 and Group Debt/Equity ratio to be no greater than 7:1 at all
times.
vi)
Maintain a Debt Service Cover Ratio of at least 1.05 and Projected Debt Services Cover Ratio of at least 1.05 after the
first payment date.
Malakoff
Corporation
Berhad
127
Annual
report
2008
(continued)
2009
591,292
591,292
20092012
766,543
94,378
175,618
496,547
20092014
730,000
120,000
120,000
360,000
130,000
20092016
518,004
65,985
65,894
193,232
192,893
20092018
5,290,000
490,000
510,000
1,740,000
2,550,000
20152025
5,202,250
5,202,250
2025
1,700,000
1,700,000
20102024
20092031
293,220
189,193
1,818
18,256
1,818
116,992
3,181
157,972
182,376
15,280,502
1,363,473
891,586
2,909,952
10,115,491
2008
20082012
697,684
697,684
860,055
99,689
98,787
661,579
20082014
850,000
120,000
120,000
360,000
250,000
20082016
585,336
67,983
65,888
193,403
258,062
20082018
5,570,000
280,000
490,000
1,660,000
3,140,000
20152025
5,155,028
5,155,028
2025
1,700,000
1,700,000
197,535
1,818
1,818
4,999
188,900
15,615,638
1,267,174
776,493
2,879,981
10,691,990
Malakoff
Corporation
Berhad
128
Annual
report
2008
(continued)
2009
20152025
2025
591,292
5,202,250
1,700,000
591,292
5,202,250
1,700,000
7,493,542
591,292
6,902,250
2008
20152025
2025
592,580
5,155,028
1,700,000
592,580
5,155,028
1,700,000
7,447,608
592,580
6,855,028
2007
Commercial papers secured
Sukuk medium term notes secured
Junior Sukuk secured
18,012
21,840
(5,860)
34,863
(7,583)
3,318
9,785
(1,618)
12,134
(3,184)
33,992
(2,715)
27,280
11,485
(966)
8,950
31,277
27,280
10,519
8,950
During the year, the Group set up a new retirement trust fund (funded plan), Malakoff Retirement Trust Fund, which
provides pension benefits for the employees upon retirement. Three companies in the Group, namely Malakoff Corporation
Berhad, Teknik Janakuasa Sdn. Bhd. and Wirazone Sdn. Bhd. participated in making contributions to the Malakoff
Retirement Trust Fund.
The fair value of the plan assets includes no amount relating to any of the Groups or the Companys own financial
instruments nor any property occupied by, or other assets used by the Group and the Company.
Malakoff
Corporation
Berhad
129
Annual
report
2008
(continued)
Group Company
2008
2007
2008
2007
RM000 RM000 RM000 RM000
Equities
Repo and call deposits
Interest receivables
1,902
804
9
677
286
3
2,715
966
27,280
(3,100)
9,812
23,519
(406)
4,167
8,950
(1,140)
3,675
8,328
(74)
696
33,992
27,280
11,485
8,950
2,697
11
7
960
3
3
2,715
966
Malakoff
Corporation
Berhad
130
Annual
report
2008
(continued)
Group Company
2008
2007
2008
2007
RM000 RM000 RM000 RM000
Current service costs
Interest on obligation
Transitional liability
Actuarial losses
Expected return on plan assets
3,225
1,982
4,419
237
(51)
1,883
967
1,317
1,301
671
1,606
97
278
166
252
9,812
4,167
3,675
696
18
Group Company
2008
2007
2008
2007
5.8%
6.7%
3.5%
6.7%
6.7%
3.5%
6.7%
6.7%
3.5%
5.8%
6.7%
3.5%
The overall expected long-term rate of return on assets is 6.5%. The expected long-term rate of return is based on the
portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on
historical returns, without adjustments.
Assumed salary inflation rates have a significant effect on the amounts recognised in the income statements. A single
percentage point change in assumed salary inflation trend rates would have the following effects:
Group Company
One One One One
percentage percentage percentage percentage
point
point
point
point
increase
decrease
increase
decrease
RM000 RM000 RM000 RM000
Effect on the aggregate service and interest cost
Effect on defined benefit obligations
888
4,188
(753)
(3,619)
246
1,189
(212)
(1,042)
Malakoff
Corporation
Berhad
131
Annual
report
2008
(continued)
2008
2007
2006
2005
2004
RM000 RM000 RM000 RM000 RM000
Group
Present value of the defined benefit obligations
Fair value of plan assets
33,992
(2,715)
27,280
Deficit
31,277
27,280
11,485
(966)
8,950
Deficit
10,519
8,950
Company
406,725
211,079
25,306
611,290
32,774
344,487
5,309
83,592
334,791
2,773
84,016
371,209
Non-trade
Other payables
Accrued expenses
Amounts due to subsidiaries
16.1
16.2
636,596
377,261
423,692
457,998
1,043,321
588,340
423,692
457,998
I ncluded in accrued expenses of the Group are interest expense payable of RM173,546,000 (2007:189,940,000), provision
for windfall levy RM173,862,000 (2007: Nil) and provision for CESS fund of RM36,606,000 (2007:RM32,486,000).
The non-trade payables due to subsidiaries are unsecured, interest free and have no fixed terms of repayment.
Malakoff
Corporation
Berhad
132
Annual
report
2008
(continued)
17. Revenue
Group Company
30.4.2007 to
Note
2008
31.12.2007
2008
2007
RM000 RM000 RM000 RM000
Electricity generation and distribution
Interest income on loan stocks from associate
Project management fee
Rental income from estate
Operation and maintenance fees
Dividends from subsidiaries
Management fees from subsidiaries
4,960,622
4,491
4,644
151,510
2,655,813
3,002
198
3,496
39,489
4,644
532,620
27,060
3,496
412,603
5,120
5,121,267
2,701,998
564,324
421,219
36,158
4,478
401,914
75,491
2,986
230,795
62
42
245
220
50
35
240
94
442,449
98,373
859
421
2,340
375,815
240
18
2,048
377
1,363
1,329
7,989
9,812
60,568
211,666
6,547
4,167
21,233
2,232
3,675
30,303
1,927
696
6,999
532,620
27,060
412,603
5,120
Malakoff
Corporation
Berhad
133
Annual
report
2008
(continued)
Group Company
30.4.2007 to
2008
31.12.2007
2008
2007
RM000 RM000 RM000 RM000
Directors
Fees
Meeting allowances
Remuneration
Other short term employee benefits
(including estimated monetary value of benefits-in-kind)
Retention/ex-gratia 2007/2008
342
61
1,546
149
24
576
342
59
1,546
149
24
576
193
5,000
58
193
5,000
58
7,142
807
7,140
807
3,185
2,556
2,341
3,185
2,556
2,341
12,883
3,148
12,881
3,148
Other key management personnel comprise persons other than the Directors of Group entities, having authority and
responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.
Malakoff
Corporation
Berhad
134
Annual
report
2008
(continued)
128,462
55,267
74,367
59,854
118,392
34,797
108,767
67,611
6,756
59,854
153,189
108,767
74,367
59,854
23,824
(38,089)
(10,462)
5,339
(58,839)
(24,727)
(53,500)
128,462
55,267
74,367
59,854
190,098
128,462
268,502
55,267
155,543
74,367
155,884
59,854
318,560
323,769
229,910
215,738
82,826
(38,089)
(8,008)
87,418
(58,839)
1,046
16,919
59,777
58,249
(16,084)
82,489
993
8,723
7,834
1,605
34,797
(10,462)
6,756
128,462
55,267
74,367
59,854
The corporate tax rates are 26% for year of assessment 2008, and 25% for the subsequent years of assessment.
Consequently deferred tax assets and liabilities are measured using these tax rates.
Malakoff
Corporation
Berhad
135
Annual
report
2008
(continued)
21. Dividends
Sen Total
per share
amount Date of
(net of tax) RM000
payment
2008
Final 2007 ordinary shares
Interim 2008 ordinary shares
Interim 2008 preference shares
Total amount
11.40
12.20
74.00
40,000
42,858
37,142
120,000
6.65
73.00
23,360
36,640
60,000
2.4.2008
2.9.2008
2.9.2008
2007
Interim 2007 ordinary shares
Interim 2007 preference shares
Total amount
7.12.2007
7.12.2007
After the balance sheet date, the following dividends were proposed by the Directors. These dividends will be recognised
in subsequent financial reports up on approval by the shareholders.
Sen Total
per share
amount
(net of tax) RM000
Final 2008 ordinary shares
Taxable dividend
Single tier dividend
1.92
22.27
6,769
78,231
24.19
85,000
Asset management
Malakoff
Corporation
Berhad
136
Annual
report
2008
(continued)
Business segments
Total external revenue
Inter-segment revenue
4,969,757
2,662,509
151,510
415,375
39,489
326,850
(415,375)
(326,850)
5,121,267
2,701,998
4,969,757
2,662,509
566,885
366,339
(415,375)
(326,850)
5,121,267
2,701,998
926,061
751,448
435,740
221,591
1,361,801
973,039
1,361,801
123,775
(1,197,816)
973,039
123,038
(768,434)
30,800
(128,462)
(3,874)
(55,267)
190,098
268,502
Segment results
Results from operating
activities
Interest income
Finance costs
Share of profit/(loss) of equity
accounted associates
Tax expense
Profit for the year/period
21,374,994
21,135,824
870,124
785,724
22,245,118
21,921,548
1,379,157
1,536,031
1,379,157
1,536,031
23,624,275
23,457,579
Total assets
Segment liabilities
18,891,711
18,809,943
252,839
254,787
19,144,550
19,064,730
Total liabilities
19,144,550
19,064,730
Capital expenditure
543,170
240,221
2,167
13,110
545,337
253,331
Depreciation
437,624
313,325
4,825
62,490
442,449
375,815
327,219
195,415
74,695
35,380
401,914
230,795
98,373
98,373
Impairment of goodwill
859
859
43,576
79,338
4,157
3,306
47,733
82,644
Malakoff
Corporation
Berhad
Annual
report
2008
137
(continued)
Malakoff
Corporation
Berhad
138
Annual
report
2008
(continued)
Financial assets
Cash and cash
equivalents
12
Financial liabilities
Commercial papers
14
3.70 4.05
591,292
591,292
14
4.50 5.45
766,543
94,378
175,618
227,305
269,242
ABBA bonds
14
6.80 8.00
730,000
120,000
120,000
120,000
120,000
120,000
130,000
Al-Istisna bonds
14
7.70 9.20
518,004
65,985
65,894
65,811
63,744
63,677
192,893
14
490,000
510,000
560,000
590,000
590,000 2,550,000
14
5,202,250
Istisna medium
term notes
Sukuk medium
term notes
Junior Sukuk
14
9.00 1,700,000
Term loan
14
3.75
293,220
18,256
37,551
38,979
14 12.00 16.00
189,193
1,818
1,818
1,818
1,363
1,700,000
40,462
157,972
182,376
Malakoff
Corporation
Berhad
139
Annual
report
2008
(continued)
Financial assets
Cash and cash
equivalents
12
14
3.70
Financial liabilities
Commercial papers
697,684
697,684
14
4.30 5.45
860,055
99,689
98,787
174,150
220,938
266,491
ABBA bonds
14
6.50 8.00
850,000
120,000
120,000
120,000
120,000
120,000
250,000
Al-Istisna bonds
14
7.45 9.20
585,336
67,983
65,174
65,122
63,107
258,062
14
280,000
510,000
560,000
65,888
Istisna medium
term notes
490,000
590,000 3,140,000
Sukuk medium
term notes
14
5,115,028
Junior Sukuk
14
9.00 1,700,000
1,700,000
14
1,818
1,818
1,818
1,818
6.00 16.00
197,535
1,363
188,900
Malakoff
Corporation
Berhad
140
Annual
report
2008
(continued)
Financial assets
Cash and cash
equivalents
12
3.41
488,115
488,115
14
3.70 4.05
591,292
591,292
term notes
14
5,202,250
Junior Sukuk
14
9.00 1,700,000
1,700,000
12
3.53
460,493
460,493
14
3.70
592,580
592,580
Financial liabilities
Commercial papers
Sukuk medium
2007
Fixed rate instruments
Financial assets
Cash and cash
equivalents
Fixed rate instruments
Financial liabilities
Commercial papers
Sukuk medium
term notes
14
5,115,028
Junior Sukuk
14
9.00 1,700,000
1,700,000
Malakoff
Corporation
Berhad
Annual
report
2008
141
(continued)
Malakoff
Corporation
Berhad
142
Annual
report
2008
(continued)
Financial liabilities
Commercial papers
Sukuk Ijarah bonds
ABBA bonds
Al-Istisna bonds
Istisna medium term notes
Sukuk medium term notes
Junior Sukuk
591,292
766,543
730,000
518,004
5,290,000
5,202,250
1,700,000
592,603
793,724
795,114
570,862
5,773,615
5,556,320
1,777,010
697,684
860,055
850,000
585,336
5,570,000
5,115,028
1,700,000
691,756
904,608
944,648
665,870
6,333,907
5,868,730
1,919,640
591,292
5,202,250
1,700,000
592,603
5,556,320
1,777,010
592,580
5,115,028
1,700,000
588,719
5,868,730
1,919,640
Company
Financial liabilities
Commercial papers
Sukuk medium term notes
Junior Sukuk
47,827
39,420
642
1,579
Malakoff
Corporation
Berhad
143
Annual
report
2008
(continued)
25. Contingencies
The Directors are of the opinion that provisions are not required in respect of the matters below, as it is not probable that
a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
Litigation
Dispute between Segari Energy Ventures Sdn. Bhd. (SEV) and Tenaga Nasional Berhad (TNB) in relation to wrongful
set-off of SEVs Billing Statements and the alleged Metering Inaccuracies
On 25 June 2008, SEV filed a statement of claim against TNB claiming for a sum of RM43,692,188 in relation to wrongful
set-off of SEVs billing statements.
On 25 July 2008, TNB filed its defence and counterclaim seeking, among others, in relation to the RM43,692,188 claimed
by SEV, a declaration that the said amounts were lawfully deducted, or alternatively, payment of the said amounts to TNB;
and in respect of the metering inaccuracies, payment of all the amounts of energy payments allegedly received by SEV in
excess of the sum due to SEV, which is to be determined by the arbitral tribunal.
On 25 August 2008, SEV filed its reply and defence to counterclaim and followed by TNB, who filed its own reply to defence
and counterclaim on 24 September 2008.
The date for the hearing has been fixed for 17 August 2009 to 28 August 2009.
Guarantees
Group Company
2008
2007
2008
2007
RM000 RM000 RM000 RM000
Guarantees
secured
405,586
405,122
320,216
306,035
These guarantees mainly consist of guarantees for bid bonds, performance bonds and security deposits for projects.
Malakoff
Corporation
Berhad
144
Annual
report
2008
(continued)
29,155
146,509
146,509
(133,709)
115,006
(53,638)
9,882
(53,638)
9,882
(2,047,834)
77,631
161,845
161,845
(62,540)
32,426
(26,438)
28,750
(26,438)
28,750
Associated companies
Interest income on unsecured subordinated loan notes
Company subject to common significant influence
Operation and maintenance fee expense
Operation and maintenance subcontract fee income
Malakoff
Corporation
Berhad
145
Annual
report
2008
(continued)
151,476
27,060
532,620
120,180
120,180
24,664
145,012
145,012
(2,047,834)
130,060
5,120
412,603
146,346
146,346
74,639
160,348
160,348
Associated companies
Interest income on unsecured subordinated loan notes
2007
Holding company
Acqusition of equity interest in Malakoff Berhad from
MMC Corporation Berhad
Subsidiaries
Interest income on unsecured subordinated loan notes
Management fee
Dividends
Associated companies
Interest income on unsecured subordinated loan notes
The terms and conditions for the above transactions are based on negotiated terms. All the amounts outstanding are
unsecured and expected to be settled in cash.
On 30 April 2007, the Company acquired all the assets and undertakings (other than cash held by Malakoff Berhad) and
assume all the disclosed liabilities of Malakoff Berhad for a total cash consideration of RM9.3 billion satisfied in cash. In
the eight months to 31 December 2007, the subsidiaries and associates contributed profit after tax of RM268 million. If the
acquisition had occurred on 1 January 2007, management estimated that consolidated revenue would have been RM3,824
million and consolidated profit after tax for the year ended 31 December 2007 would have been RM296 million.
Malakoff
Corporation
Berhad
146
Annual
report
2008
(continued)
10,753,489
115,274
683,362
1,944
442,135
1,217,763
13,067
2,028,255
(9,811,433)
(847,194)
(1,107,312)
(23,519)
(189,285)
7,103,796
857,970
(2,007,200)
10,753,489
7,103,796
115,274
1,541,332
1,944
442,135
1,217,763
13,067
2,028,255
(9,811,433)
(2,854,394)
(1,107,312)
(23,519)
(189,285)
3,276,546
5,954,566
9,231,112
8,232
9,239,344
(2,028,255)
7,211,089
Pre-acquisition carrying amounts were determined based on applicable FRSs immediately before the acquisition. The values
of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values.
Malakoff
Corporation
Berhad
Annual
report
2008
147
Statement by Directors
In the opinion of the Directors, the financial statements set out on pages 88 to 146 are drawn up in accordance with Financial
Reporting Standards and 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 at 31 December 2008 and of their financial performance and cash flows for the year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Chairman
Tan Sri Abdul Halim bin Ali
Statutory declaration
Ho Chee Sheong
Before me:
Malakoff
Corporation
Berhad
Annual
report
2008
148
Independent auditors
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 judgment, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the
Companys 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 Companys 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 have been properly drawn up in accordance with Financial Reporting Standards and 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
of 31 December 2008 and of their financial performance and cash flows for the year then ended.
Malakoff
Corporation
Berhad
Annual
report
2008
149
independent auditors
Report to the members of Malakoff Corporation Berhad
I n 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)
e are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys financial statements
W
are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group
and we have received satisfactory information and explanations required by us for those purposes.
c)
ur audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under
O
Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
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