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60

Scomi Group Bhd Annual Report 2007

Financials statement

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61
Scomi Group Bhd Annual Report 2007

62 67 69 70 72 73

Directors Report Balance Sheets Income Statements Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Cash Flow Statements

75 140 140 141

Notes to the Financial Statements Statement by Directors Statutory Declaration Report of the Auditors

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directors report
The Directors have pleasure in presenting their report and the audited financial statements of the Group and Company for the financial year ended 31 December 2007.

PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of management services. The principal activities of the Group consist of the provision of integrated drilling fluids, drilling waste management solutions, distribution of oilfield products and services; machine shop services, design and manufacture of monorail, special purpose vehicles, urban transportation solutions and rail solutions; provision of marine vessel transportation service; industrial and production chemicals and gas business. There have been no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS
Group RM000 Profit for the financial year 282,155 Company RM000 180,653

Attributable to: Companys equity holders Minority interest

257,129 25,026

180,653

DIVIDENDS
The dividends on ordinary shares paid or declared by the Company since the end of the previous financial year were as follows: RM000 In respect of the financial year ended 31 December 2006, a final gross dividend of 15%, less income tax of 27%, paid on 20 September 2007 In respect of the financial year ended 31 December 2007, an interim gross dividend of 7.5%, less income tax of 27% paid on 31 October 2007

11,036 5,506 16,542

The Directors now recommend the payment of a final dividend of 12.5%, less income tax of 26%, amounting to approximately RM9,298,850 in respect of the financial year ended 31 December 2007. This proposed final dividend is subject to the approval of shareholders at the forthcoming Annual General Meeting and will be reflected in the financial statements for the financial year ending 31 December 2008 upon approval by the shareholders.

RESERVES AND PROVISIONS


Material transfers to or from reserves or provisions during the financial year are as disclosed in the financial statements.

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Scomi Group Bhd Annual Report 2007

SHARE CAPITAL
Details of movements in share capital are disclosed in Note 23(a) to the financial statements.

TREASURY SHARES
Details of the Treasury shares are set out in Note 23(b) to the financial statements.

EMPLOYEES SHARE OPTION SCHEME


The Company implemented an Employees Share Option Scheme (ESOS) on 28 April 2003 for a period of 10 years. The ESOS is governed by the By-Laws which were approved by the shareholders on 28 March 2003. Details of the ESOS are set out in Note 23(c) to the financial statements. The Company has been granted an exemption by the Companies Commission of Malaysia from having to disclose the names of options holders who were granted less than 1,000,000 options under the ESOS during the financial year. This information has been separately filed with the Companies Commission of Malaysia. Details of options granted during the financial year under the ESOS over the ordinary shares of RM0.10 each in the Company for option holders with options exceeding 1,000,000 are as follows: Number of options granted 000 1,080 700 1,080 700

ESOS grant date

ESOS price RM 1.21 1.21 1.21 1.21

Chuah Mei Lin Syahrunizam Samsudin

20/08/2007 24/12/2007 20/08/2007 24/12/2007

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR


Significant events during the financial year are disclosed in Note 39 to the financial statements.

SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE


Significant events subsequent to the balance sheet date are disclosed in Note 40 to the financial statements.

DIRECTORS
The Directors who have held office during the period since the date of the last report are as follows: Tan Sri Datuk Asmat bin Kamaludin Tan Sri Nik Mohamed bin Nik Yaacob Datuk Hamzah bin Bakar Datuk Haron bin Siraj Dato Mohamed Azman bin Yahya Dato Mohammed Azlan bin Hashim Foong Choong Hong Sreesanthan A/L Eliathamby Shah Hakim @ Shahzanim bin Zain

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

directors report
DIRECTORS INTERESTS

(contd.)

According to the Register of Directors Shareholdings, particulars of interests of Directors who held office at the end of the financial year in shares and options over shares in the Company are as follows: Number of ordinary shares of RM0.10 each in the Company At 1.1.2007 000 Direct interest in the Company Tan Sri Datuk Asmat bin Kamaludin Datuk Haron bin Siraj Dato Mohamed Azman bin Yahya Foong Choong Hong Shah Hakim @ Shahzanim bin Zain Indirect interest in the Company + Dato Mohamed Azman bin Yahya # Shah Hakim @ Shahzanim bin Zain * Tan Sri Datuk Asmat bin Kamaludin At 31.12.2007 000

Bought 000

Sold 000

200 120 500 160 2,089

300 250

(300) (500) (1,560)

200 120 410 529

10,500 345,337

140

(500) (110)

10,000 345,337 30

Number of ordinary shares of RM1.00 each in a subsidiary At 1.1.2007 000 Direct interest in Scomi Engineering Bhd Shah Hakim @ Shahzanim bin Zain Indirect interest in the Scomi Engineering Bhd # Shah Hakim @ Shahzanim bin Zain * Tan Sri Datuk Asmat bin Kamaludin + At 31.12.2007 000

Bought 000

Sold 000

100

(100)

192,568 100

192,568 100

# *

Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through Dato Mohamed Azman bin Yahya and his spouses direct shareholdings in Gajahrimau Capital Sdn Bhd, of which 10,000,000 shares are held through CIMSEC Nominees (Tempatan) Sdn Bhd at the end of the financial year. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through Shah Hakim @ Shahzanim bin Zains shareholding in Kaspadu Sdn Bhd, which holds an interest in Scomi Group Bhd, which in turn is a substantial shareholder of Scomi Engineering Bhd. Deemed interested by virtue of Section 134(12)(c) of the Companies Act, 1965 as amended by the Companies (Amendment) Act, 2007 which took effect on 15 August 2007 through Tan Sri Datuk Asmat bin Kamaludins childs direct shareholding in Scomi Group Bhd.

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

DIRECTORS INTERESTS (CONTD.)


Number of options over ordinary shares of RM0.10 each in the Company Exercise price RM/share Direct interest in the Company Tan Sri Datuk Asmat bin Kamaludin Tan Sri Nik Mohamed bin Nik Yaacob Datuk Hamzah bin Bakar Datuk Haron bin Siraj Dato Mohamed Azman bin Yahya Dato Mohammed Azlan bin Hashim Foong Choong Hong Shah Hakim @ Shahzanim bin Zain Sreesanthan A/L Eliathamby Indirect interest in the Company * Tan Sri Datuk Asmat bin Kamaludin * At 1.1.2007 000 At 31.12.2007 000

Granted 000

Exercised 000

1.24 1.34 1.24 1.24 1.24 1.34 1.24 0.17 1.12 1.21

1,000 600 600 600 600 600 600 1,357 6,000

420

(300) (250)

700 600 600 600 600 600 350 1,357 6,000 420

0.94

280

(140)

140

Deemed interested by virtue of Section 134(12)(c) of the Companies Act, 1965 as amended by the Companies (Amendment) Act, 2007 which took effect on 15 August 2007 through Tan Sri Datuk Asmat bin Kamaludins childs direct shareholding in Scomi Group Bhd. Number of options over ordinary shares of RM1.00 each in a subsidiary Exercise price RM/share At 1.1.2007 000 At 31.12.2007 000

Granted 000

Exercised 000

Direct interest in Scomi Engineering Bhd Shah Hakim @ Shahzanim bin Zain

1.00

2,000

2,000

By virtue of his interests in the shares and options in the Company as disclosed above, Shah Hakim @ Shahzanim bin Zain is deemed to have interest in the shares of all its subsidiaries. Other than as disclosed above, according to the Register of Directors Shareholdings, the Directors in office at the end of the financial year did not hold any interest in the shares and options over shares in the Company or shares, options over shares and debentures of its related corporations during the financial year.

DIRECTORS BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, except for options over shares granted by the Company and a subsidiary, Scomi Engineering Bhd, to eligible employees including certain Directors of the Company pursuant to the Companys and Scomi Engineering Bhds respective Employees Share Option Schemes. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than Directors remuneration as disclosed in Note 31 to 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 he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 36 to the financial statements.

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directors report

(contd.)

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS


Before the income statements and balance sheets were made out, the Directors took reasonable steps: (a) 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 satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and 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 Company had been written down to an amount which they might be expected so to realise.

(b)

At the date of this report, the Directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and Company inadequate to any substantial extent; or which would render the values attributed to current assets in the financial statements of the Group and Company misleading; or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate.

(b) (c)

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 affect the ability of the Group or Company to meet their obligations when they fall due. At the date of this report, there does not exist: (a) any charge on the assets of the Group or Company which has arisen since the end of the financial year which secures the liability of any other person; or any contingent liability of the Group or Company which has arisen since the end of the financial year.

(b)

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 which would render any amount stated in the financial statements misleading. In the opinion of the Directors: (a) other than as disclosed in Notes 39 and 43 to the financial statements, the results of the operations of the Group and Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and other than as disclosed in Note 40 to the financial statements, 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 or Company for the financial year in which this report is made.

(b)

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

Signed on behalf of the Board of Directors in accordance with their resolution dated 30 April 2008.

TAN SRI DATUK ASMAT BIN KAMALUDIN CHAIRMAN

SHAH HAKIM @ SHAHZANIM BIN ZAIN CHIEF EXECUTIVE OFFICER

balance sheets as at 31 december 2007


Group Note 2007 RM000 NON-CURRENT ASSETS Property, plant and equipment Intangible assets Investment properties Prepaid land lease payments Investments in subsidiaries Investments in associates Investments in jointly controlled entities Amount due from a jointly controlled entity Other investments Deferred tax assets Derivative financial instruments 2006 Restated RM000 Company 2007 RM000 2006 RM000

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5 6 7 8 9 10 11 12 13 26 14

524,883 506,242 1,638 7,604 357,046 19 1,330 41,521 19,378 1,459,661

409,319 552,888 1,782 4,332 367,818 19 5,171 990 16,729 1,359,048

2,234 579,978 360,124 942,336

1,731 654,852 360,124 1,016,707

CURRENT ASSETS Inventories Receivables, deposits and prepayments Tax recoverable Short term investment Short term deposits, cash and bank balances

15 16 17 18

327,307 733,480 13,810 700 156,709 1,232,006 15,823 1,247,829

294,454 624,273 7,161 7,750 300,787 1,234,425 1,234,425

64,920 4,888 18,484 88,292 88,292

660,041 2,253 11,400 673,694 673,694

Non-current assets classified as held for sale

34

LESS: CURRENT LIABILITIES Payables Borrowings Provision for redundancy Current tax liabilities

20 21 22

578,748 156,348 2,502 40,529 778,127 10,523 788,650

484,279 245,865 3,304 39,728 773,176 773,176 461,249 1,820,297

71,689 160 71,849 71,849 16,443 958,779

633,623 84,773 718,396 718,396 (44,702) 972,005

Liabilities associated with assets classified as held for sale

34

NET CURRENT ASSETS/(LIABILITIES)

459,179 1,918,840

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Scomi Group Bhd Annual Report 2007

balance sheets

as at 31 december 2007 (contd.)

Group Note 2007 RM000 CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Share capital Share premium Treasury shares Other reserves Retained earnings Equity and reserves attributable to the Companys equity holders Minority interest TOTAL EQUITY AND RESERVES NON-CURRENT LIABILITIES Payables Borrowings Provision for redundancy Provision for retirement benefits Deferred tax liabilities 2006 Restated RM000

Company 2007 RM000 2006 RM000

23 24 23

101,971 242,929 (18,694) (76,354) 552,074

100,535 233,823 (3,364) (45,964) 315,215

101,971 242,929 (18,694) 12,864 303,300

100,535 233,823 (3,364) 9,498 139,189

801,926 146,349 948,275

600,245 44,622 644,867

642,370 642,370

479,681 479,681

20 21 22 25 26

67,358 890,535 3,982 8,690 970,565 1,918,840

76,045 1,084,882 2,192 4,162 8,149 1,175,430 1,820,297

67,358 248,890 161 316,409 958,779

67,236 424,927 161 492,324 972,005

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The notes set out on pages 75 to 139 form an integral part of, and should be read in conjunction with, these financial statements.

income statements for the financial year ended 31 december 2007


Group Note 2007 RM000 Revenue Cost of sales Gross profit Other operating income Administrative expenses Selling and distribution expenses Other operating expenses Finance cost Share of results of associates Share of results of jointly controlled entities Profit before taxation Taxation Profit for the financial year 27 1,955,530 (1,399,212) 556,318 167,490 (226,648) (128,787) (17,581) (87,946) 23,570 286,416 (4,261) 282,155 2006 Restated RM000 1,577,495 (1,126,508) 450,987 28,573 (176,713) (125,992) (7,782) (78,207) 30,084 (228) 120,722 (12,982) 107,740 Company 2007 RM000 33,118 33,118 229,638 (33,675) (22,771) (29,174) 177,136 3,517 180,653 2006 RM000 52,916 52,916 166,225 (25,416) (12,474) (33,103) 148,148 (7,505) 140,643

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29

28 30

Attributable to: Companys equity holders Minority interest Profit for the financial year

257,129 25,026 282,155

92,414 15,326 107,740

180,653 180,653

140,643 140,643

Group Note 2007 sen Earnings per ordinary share of RM0.10 each attributable to the Companys equity holders: Basic 32 25.59 9.29 2006 Restated sen

Fully diluted

24.79

9.08

The notes set out on pages 75 to 139 form an integral part of, and should be read in conjunction with, these financial statements.

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consolidated statement of changes in equity


for the financial year ended 31 december 2007
<----------------------------------- Attributable to equity holders of the Company -----------------------------------> Exchange Share Share Share Treasury fluctuation option Hedge Retained capital premium shares reserve reserve reserve earnings Total RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 Minority interest RM000 Total equity RM000

Group

Note

At 1 January 2007 as previously reported prior year adjustment as restated Currency translation differences arising during the year subsidiaries associates Cash flow hedges: Fair value gains Transfer to income statement Net loss recognised directly in equity Profit for the financial year Total recognised (loss)/income for the financial year

43(d)

100,535 100,535

233,823 233,823

(3,364) (3,364)

(57,881) (57,881)

11,917 11,917

307,346 7,869 315,215

592,376 7,869 600,245

44,622 44,622

636,998 7,869 644,867

(1,867) (23,287)

14,564 (27,213)

(1,867) (23,287) 14,564 (27,213)

(3,556)

(5,423) (23,287) 14,564 (27,213)

(25,154)

(12,649)

257,129

(37,803) 257,129

(3,556) 25,026

(41,359) 282,155

(25,154)

(12,649)

257,129

219,326

21,470

240,796

Share options: proceeds from shares issued 23, 24 value of employee services 23(d) transfer upon exercise 23(d) Purchase of Treasury shares 23(b) Share of reserves in subsidiaries and associates Dilution of interest in subsidiaries due to share options exercised Other dilution (net) of interest in subsidiaries 37(a) Dividend 33 At 31 December 2007

1,436

6,950 2,156

(15,330)

6,631 (3,005) 435

3,352

(3,728)

8,386 6,631 (849) (15,330) 59

849 (1,397)

8,386 6,631 (15,330) (1,338)

101,971

242,929

(18,694)

(83,035)

15,978

(9,297)

(16,542) 552,074

(16,542) 801,926

4,416 78,842 (2,453) 146,349

4,416 78,842 (18,995) 948,275

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Group

Note

<--------------------------- Attributable to equity holders of the Company ---------------------------> Exchange Share Share Share Treasury fluctuation option Retained capital premium shares reserve reserve earnings Total RM000 RM000 RM000 RM000 RM000 RM000 RM000 99,208 231,748 (13,888) 6,028 227,129 550,225

Minority interest RM000 41,136

Total equity RM000 591,361

At 1 January 2006 Net loss recognised directly in equity currency translation differences Profit for the financial year Total recognised (loss)/income for the financial year Share options: proceeds from shares issued value of employee services transfer upon exercise Purchase of Treasury shares Share of reserves in subsidiaries and associates Acquisition of subsidiaries Accretion of interest in subsidiaries Dividend At 31 December 2006

(43,993)

92,414

(43,993) 92,414

15,326

(43,993) 107,740

(43,993)

92,414

48,421

15,326

63,747

23, 24 23(d) 23(d) 23(b)

1,327 100,535

1,737 338 233,823

(3,364) (3,364)

(57,881)

6,808 (637) (282) 11,917

(4,328) 315,215

3,064 6,808 (299) (3,364) (282) (4,328) 600,245

1,322 299 (509) 14,919 (27,871) 44,622

4,386 6,808 (3,364) (791) 14,919 (27,871) (4,328) 644,867

37(c) 37(c) 33

The notes set out on pages 75 to 139 form an integral part of, and should be read in conjunction with, these financial statements.

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company statement of changes in equity


for the financial year ended 31 december 2007
<-------------- Non-distributable --------------> Distributable Share Share Treasury option Retained premium shares reserve earnings RM000 RM000 RM000 RM000 Share capital RM000

Note

Total RM000

Company At 1 January 2007 Profit for the year Total recognised income for the financial year Share options: proceeds from shares issued value of employees services transfer upon exercise Purchase of treasury shares Dividend At 31 December 2007

100,535

233,823

(3,364)

9,498

139,189 180,653

479,681 180,653

180,653

180,653

23, 24 23(d) 23(d), 24 23(b) 33

1,436 101,971

6,950 2,156 242,929

(15,330) (18,694)

5,522 (2,156) 12,864

(16,542) 303,300

8,386 5,522 (15,330) (16,542) 642,370

At 1 January 2006 Profit for the year Total recognised income for the financial year Share options: proceeds from share issued value of employees services transfer upon exercise Purchase of treasury shares Dividend At 31 December 2006

99,208

231,748

6,028

2,874 140,643

339,858 140,643

140,643

140,643

23, 24 23(d) 23(d), 24 23(b) 33

1,327 100,535

1,737 338 233,823

(3,364) (3,364)

3,808 (338) 9,498

(4,328) 139,189

3,064 3,808 (3,364) (4,328) 479,681

The notes set out on pages 75 to 139 form an integral part of, and should be read in conjunction with, these financial statements.

cash flow statements for the financial year ended 31 december 2007
Group Note 2007 RM000 CASH FLOWS FROM OPERATING ACTIVITES Profit before taxation Adjustments for: Depreciation property, plant and equipment investment properties Amortisation intangible assets prepaid rent lease payment Impairment Allowance for doubtful debts Allowance for obsolete stocks Inventories written down Unrealised gain on foreign exchange Gain on disposal of property, plant and equipment Write back of investment losses Property, plant and equipment written off Gain on dilution of interest in/disposal of subsidiary companies Provision for profit guarantee Provision for redundancy Provision for retirement benefits Share of profit in associated companies Share of loss in jointly controlled entity Share option expense Financing costs Interest income Dividend income Operating cash flows before working capital changes Changes in working capital: Increase in inventories (Increase)/decrease in receivables, deposits and prepayments Increase/(decrease) in payables CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from/(used in) operations Tax (paid)/refund Redundancy paid Retirement benefits paid Net cash generated from/(used in) operating activities 2006 Restated RM000 Company 2007 RM000 2006 RM000

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286,416

120,722

177,136

148,148

5 7 6 8 6 28 28 28 28 28 28 28 28 28 28 28

65,842 145 218 710 3,271 701 209 (8,576) (1,353) (340) (140,046) 855 353 (23,570) 6,631 87,946 (6,032) 273,380

53,839 145 216 375 3,650 1,992 (16,285) (1,347) 2 1,939 1,950 (30,084) 228 6,808 78,207 (4,009) 218,348

1,101 (4,348) (218,039) 22,771 2,156 29,174 (1,637) (17,516) (9,202)

981 (5,293) (159,198) 8,500 3,410 33,103 (963) (34,188) (5,500)

23(d) 29 28 28

(33,764) (108,340) 105,709

(90,624) (185,171) 141,336

10,982 (22,414)

(1,529) (1,649)

236,985 (37,379) (3,920) (250) 195,436

83,889 (16,366) (5,354) (1,037) 61,132

(20,634) 882 (19,752)

(8,678) (7,721) (16,399)

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Scomi Group Bhd Annual Report 2007

cash flow statements

for the financial year ended 31 december 2007 (contd.)

Group Note 2007 RM000 CASH FLOWS FROM INVESTING ACTIVITIES Investment in an associated company Additional investment in subsidiaries Proceeds from dilution on interest in/disposal of subsidiaries companies Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Investment in a jointly controlled entity Proceeds from sale/(purchase) of other investments Additions to intangible assets Decrease in amount due from joint venture Repayment of other payables Dividend received Interest received Prepayment of land lease Net cash generated from/(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Treasury shares Issue of share capital arising from the exercise of ESOS Subsidiarys issuance of share capital from the exercise of ESOS Proceeds from bank borrowings Repayment of bank borrowings Interest paid on borrowings Dividends paid (Increase)/decrease in short-term deposits pledged as security Dividend paid to minority shareholders of subsidiaries Net cash (used in)/generated from financing activities NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR CURRENCY TRANSLATION DIFFERENCES CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR CASH AND CASH EQUIVALENTS COMPRISE: Short term deposits with licensed banks Cash and bank balances Bank overdrafts 2006 Restated RM000

Company 2007 RM000 2006 RM000

(31,508) 308,990 (203,998) 3,748 7,050 (15,011) (25,427) 11,739 6,032 (4,047) 57,568

(71,692) (102,844) 6,143 (141) (8,113) (1,576) (4,586) 6,184 4,009 (159) (172,775)

(12,377) 342,533 (1,604) (16,474) 17,516 1,637 331,231

(124) (272,989) 164,250 (1,227) 6,184 963 (102,943)

28 28 8

23(b) 23(a), 24

(15,330) 8,386 4,416 27,288 (304,675) (78,130) (16,542) (5,960) (2,453) (383,000)

(3,364) 3,064 1,324 825,133 (472,222) (71,365) (4,328) (4,871) 273,371

(15,330) 8,386 (260,650) (20,259) (16,542) 474 (303,921)

(3,364) 3,064 159,954 (28,547) (22,608) (4,328) 12,869 117,040

(129,996) 217,879 (13,197)

161,728 58,160 (2,009)

7,558 5,469

(2,302) 7,771

74,686

217,879

13,027

5,469

18 18 21

55,875 100,834 (50,428) 106,281

196,087 104,700 (57,037) 243,750 (25,871) 217,879

15,004 3,480 18,484 (5,457) 13,027

5,269 6,131 11,400 (5,931) 5,469

Add: Cash and cash equivalents of disposal group held for sale Less: Short-term deposits pledged as security

34 18

236 (31,831) 74,686

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The notes set out on pages 75 to 139 form an integral part of, and should be read in conjunction with, these financial statements.

notes to the financial statements for the financial year ended 31 december 2007
1 PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of management services. The principal activities of the Group consist of the provision of integrated drilling fluids, drilling waste management solutions, distribution of oilfield products and services; machine shop services, design and manufacture of monorail, special purpose vehicles, urban transportation solutions and rail solutions; provision of marine vessel transportation service; industrial and production chemicals and gas business. There have been no significant changes in the nature of these activities during the financial year.

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BASIS OF ACCOUNTING
The financial statements of the Group and Company have been prepared under the historical cost convention except as disclosed in the summary of significant accounting policies. The financial statements comply with Financial Reporting Standards, the Malaysian Accounting Standards Board (MASB) Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of the Companies Act, 1965. The preparation of financial statements in compliance with the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities requires the Directors to use certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the financial year. It also requires Directors to exercise their judgement in the process of applying the Groups accounting policies. Although these estimates and judgement are based on the Directors best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 42 to the financial statements. During the financial year, the Directors of the Group adopted the following Financing Reporting Standards (FRS) issued by the MASB: (a) Standards and amendments to published standards that are effective and have been adopted The new accounting standards and amendments to published standards that are effective for the Groups financial year ended 31 December 2007 are as follows: FRS 6 FRS 117 FRS 124 Exploration for and Evaluation of Mineral Resources Leases Related Party Disclosures

FRS 6 is not relevant to the Groups operations as the Group does not carry out exploration activities. The effects of the adoption of FRS 117 and FRS 124 have been disclosed in Note 43. (b) Standards and amendments to published standard that is early adopted The Group has adopted the following standard with effect from 1 January 2007 although this standard only requires application with effect from the financial period commencing on or after 1 July 2007: FRS 112 Income Taxes. This revised standard has removed the requirements that prohibit the recognition of deferred tax on reinvestment allowances or other allowances in excess of capital allowances.

A summary of the impact of this new accounting standard to the financial statements of the Group is set out in Note 43.

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notes to the financial statements


2 BASIS OF ACCOUNTING (CONTD.)
(c)

for the financial year ended 31 december 2007 (contd.)

Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted The new standards, amendments to published standards and interpretations that are mandatory for the Groups financial periods beginning on or after 1 January 2008, but which the Group has not early adopted, are as follows: FRS 107 Cash Flow Statements. This revised standard has no significant changes as compared to the original standard. FRS 111 Construction Contracts. This revised standard has no significant changes as compared to the original standard. FRS 118 Revenue. This revised standard has no significant changes as compared to the original standard. FRS 120 Accounting for Government Grants and Disclosure of Government Assistance. This revised standard allows the alternative treatment of recording non-monetary government grant at nominal amount on initial recognition. Amendment to FRS 121 The Effects of Changes in Foreign Exchange Rates Net Investment in a Foreign Operations. This amendment requires exchange differences on monetary items that form part of the net investment in a foreign operation to be recognised in equity instead of in profit or loss regardless of the currency in which these items are denominated in. FRS 134 Interim Financial Reporting. This revised standard has no significant changes as compared to the original standard. FRS 137 Provisions, Contingent Liabilities and Contingent Assets. This revised standard has no significant changes as compared to the original standard. FRS 139 Financial Instruments: Recognition and Measurement. This new standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Other than hedge accounting which has been adopted by the Group during the last financial year, the Group will apply this standard when effective. IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities. This interpretation deals with changes in the estimated timing or amount of the outflow of resources required to settle the obligation, or a change in the discount rate. IC Interpretation 2 Members Shares in Co-operative Entities and Similar Instruments. This interpretation deals with liabilities or equity classification of financial instruments which give the holder the right to request redemption, but subject to limits on whether it will be redeemed. IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds. This interpretation deals with accounting in the financial statements of a contributor for its interests arising from decommissioning funds. IC Interpretation 6 Liabilities arising from Participating in a Specific Market-Waste Electrical and Electronic Equipment. This interpretation provides guidance on the recognition, in the financial statements of producers, of liabilities for waste management under EU Directive in respect of sales of historical household equipment. IC Interpretation 7 Applying the Restatement Approach under the FRS 1292004 Financial Reporting in Hyperinflationary Economies. This interpretation provides guidance on how to apply the requirement of FRS 129 in a reporting period in which an entity identifies the existence of hyperinflation in the economy of its functional currency, when that economy was not hyperinflationary in the prior period. IC Interpretation 8 Scope of FRS 2. This Interpretation clarifies that FRS 2 Share-based payment applies even in the absence of specifically identifiable goods or services.

The above standards, amendments to published standards and interpretations to existing standards that are not yet effective are not expected to have a significant impact on the financial statements of the Group and the Company. The effective date for FRS 139 Financial Instruments: Recognition and Measurement has yet to be determined by the MASB. Entities are exempted from disclosing the impact of FRS 139 prior to its effective date.

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GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia. The Company is listed on the Main Board of Bursa Malaysia Securities Berhad. The address of the registered office of the Company is Suite 5.03, 5th Floor, Wisma Chase Perdana, Off Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur. The principal place of business of the Company is located at Suite 10.2 10.3, 10th Floor, Wisma Chase Perdana, Off Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Unless otherwise stated, the following accounting policies have been used consistently in dealing with items that are considered material in relation to the financial statements. 4.1 Basis of consolidation The consolidated financial statements incorporate the audited financial statements of the Company and its subsidiaries made up to the end of the financial year. Subsidiaries are those corporations, partnerships or other entities (including special purpose entities) in which the Group has 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. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Groups share of the identifiable net assets required is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. See accounting policy Note 4.5(iii) on goodwill on consolidation. The Group has taken advantage of the exemption provided by FRS 3 Business Combinations to apply the Standard prospectively. Accordingly, business combinations entered into prior to the effective date have not been restated to comply with this Standard. Intragroup transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Minority interest represents the portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by the parent. It is measured at the minorities share of the fair value of the subsidiaries identifiable assets and liabilities at the acquisition date and the minorities share of changes in the subsidiaries equity since that date.

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.1 Basis of consolidation (contd.) Where more than one exchange transaction is involved, any adjustment to the fair values of the subsidiarys identifiable assets, liabilities and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation. The gain or loss on disposal of a subsidiary which is the difference between net disposal proceeds and the Groups share of its net assets as of the date of disposal including the cumulative amount of any exchange differences that relate to the subsidiary, is recognised in the consolidated income statement. 4.2 Transactions with minority interest The Group applies a policy of treating transactions with minority interest as transactions with parties external to the Group. Disposals to minority interest result in gains and losses for the Group that are recorded in the income statement. Purchases from minority interest result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary. 4.3 Investments in associates Associates are those corporations, partnerships or other entities in which the Group exercises significant influence, but which it does not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence is the power to participate in the financial and operating policy decisions of the associates but not the power to exercise control over those policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Groups investments in associates include goodwill identified on acquisition, net of any accumulated impairment losses. See accounting policy Note 4.6 on impairment of non-financial assets. The Groups share of its associates post-acquisition profits or losses is recognised in the income statement, and its share of postacquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Groups share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Groups interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Groups interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of associates to ensure consistency of accounting policies with those of the Group. Dilution gains and losses in associates are recognised in the income statement. 4.4 Investments in jointly controlled entities Jointly controlled entities are corporations, partnerships or other entities over which there is contractually agreed sharing of control by the Group with one or more parties where the strategic financial and operating decisions relating to the entities require unanimous consent of the parties sharing control. The Groups interest in jointly controlled entities is accounted for in the consolidated financial statements by the equity method of accounting. Equity accounting involves recognising the Groups share of the post-acquisition results of jointly controlled entities in the income statement and its share of post-acquisition movements within reserves in reserves. The cumulative post-acquisition movements are adjusted against the cost of the investment and includes goodwill on acquisition, net of accumulated impairment losses. See accounting policy Note 4.6 on impairment of non-financial assets.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.4 Investments in jointly controlled entities (contd.) The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. Where necessary, adjustments have been made to the financial statements of jointly controlled entities to ensure consistency of accounting policies with those of the Group. 4.5 Intangible assets (i) Patents Patent rights are stated at cost less accumulated impairment losses. These costs are amortised on a straight-line basis over the useful economic life of the patent rights or over 20 years, whichever is lower. (ii) Research and development Research expenditure is recognised as an expense when incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when the following criteria are fulfilled: (a) (b) (c) (d) (e) (f ) it is technically feasible to complete the intangible asset so that it will be available for use or sale; management intends to complete the intangible asset and use or sell it; there is an ability to use or sell the intangible asset; it can be demonstrated how the intangible asset will generate probable future economic benefits; adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and the expenditure attributable to the intangible asset during its development can be reliably measured.

Other development expenditure that do not meet these criteria are recognised as an expense when incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use on a straight-line basis over its useful life, not exceeding five years. Development assets are tested for impairment annually, in accordance with FRS 136 Impairment of Assets. See accounting policy Note 4.6 on impairment of non-financial assets. (iii) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the Groups share of the identifiable net assets of subsidiaries, jointly controlled entities and associates at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Negative goodwill is recognised immediately in the income statement. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cashgenerating units or groups of cash-generating units that are expected to benefit from synergies of the business combination in which the goodwill arose. Each of those cash-generating units represents the Groups investment in each primary reporting segment (Note 38). In respect of acquisitions of joint ventures and associates, the carrying amount of goodwill is included in the carrying amount of the investment in joint ventures and associates respectively. Such goodwill is also tested for impairment as part of the overall balance.

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.6 Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever event or changes in cirumstances indicate that the carrying amount may not be recoverable. Impairment is measured by comparing the carrying value of an asset with its recoverable amount. An impairment loss is recognised for the amount by which the carrying amount may not be recoverable. Recoverable amount is the higher of net realisable value and value in use, which is measured by reference to discounted future cash flows. Recoverable amounts are estimated for individual assets or, if it is not possible, for the relevant cash generating units. Impairment losses on goodwill are not reversed. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. An impairment loss is charged to the income statement immediately. Any subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement immediately. 4.7 Investments Investments in subsidiaries, jointly controlled entities and associates are shown at cost less accumulated impairment losses. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. See accounting policy Note 4.6 on impairment of non-financial assets. Investments in other non-current investments are shown at cost and an allowance for diminution in value is made where, in the opinion of the Directors, there is a decline other than temporary in the value of such investments. Where there has been a decline other than temporary in the value of an investment, such a decline is recognised as an expense in the period in which the decline is identified. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is charged/credited to the income statement. 4.8 Property, plant and equipment Property, plant and equipment, other than freehold land and capital work-in-progress, are stated at cost less accumulated depreciation or amortisation and impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are charged to the income statement during the financial year in which they are incurred. Freehold land is not amortised as it has an infinite life. Capital work-in-progress is stated at cost. Expenditure relating to capital workin-progress is capitalised when incurred and will be depreciated only when they are available for intended use.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.8 Property, plant and equipment (contd.) Other property, plant and equipment are depreciated on a straight line basis calculated to write off the cost of the assets to their residual values over their estimated useful lives. The principal annual rates used for this purpose are as follows: Freehold buildings Leasehold buildings Tools, plant and machinery Office equipment, fittings and computers Motor vehicles Vessels Monorail test track Renovation 2 20% 2 331/3% 81/3 20% 20 331/3% 20 331/3% 4% 31/3% 331/3%

Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each balance sheet date. At each balance sheet date, the Group assesses whether there is any indication of impairment. Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable amount. See accounting policy Note 4.6 on impairment of non-financial assets. When property, plant and equipment are disposed of, the resultant gain or loss on disposal is determined by comparing the disposal proceeds with the carrying amount and is included in the income statement. 4.9 Investment properties Investment properties, principally comprising freehold office buildings, are held for long term rental yields or for capital appreciation or both, and are not occupied by the Group. Investment properties are carried at cost less any accumulated depreciation and impairment losses. Investment properties are depreciated on a straight line basis to write off the costs of the assets to their residual values over their estimated useful life of 20 years. On disposal of an investment property, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal, it is derecognised (eliminated from the balance sheet). The difference between the net disposal proceeds and the carrying amounts is recognised in profit or loss in the period of the retirement or disposal. 4.10 Receivables Trade and other receivables are carried at invoiced amount less allowance for doubtful debts. Bad debts are written off in the period in which they are identified. Allowance for doubtful debts is determined based on estimates of probable losses which may arise from non-collection of receivables upon review of all material outstanding amounts at the balance sheet date. 4.11 Assets acquired under lease arrangements Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a period constant rate of interest on the balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance charge is charged to income statement over the lease period so as to achieve a constant periodic rate of interest on the remaining balance of the liability for each period. Property, plant and equipment acquired under finance lease arrangements are depreciated over the shorter of the estimated useful life of the asset and the lease term.

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.11 Assets acquired under lease arrangements (contd.) Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rental payments in respect of operating leases (net of any incentives received from the lessor) are charged to the income statement on the straight line basis over the lease term. 4.12 Assets acquired under hire purchase financing Assets acquired under hire purchase financing are included in property, plant and equipment and are depreciated over their useful lives. Outstanding obligations, after deducting attributable finance expenses, are included as liabilities in the financial statements. Finance expenses are charged to the income statement on a straight line basis over the period of financing. 4.13 Prepaid land lease payment Leasehold land that normally has a finite economic life and title is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted as prepaid land lease payment that is amortised over the lease term in accordance with the pattern of benefits provided. The Group had previously classified the prepaid land lease payment within its property, plant and equipment. On adoption of FRS 117, Leases, the Group treats such a lease as an operating lease, with the unamortised carrying amount classified as prepaid land lease payment. The prepaid lease payments are amortised evenly to the income statement over the respective lease terms of the land which range from 7 to 999 years. 4.14 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average or first-in-first-out basis. For work-in-progress and manufactured inventories, cost consists of direct materials, incidental costs in bringing the inventories to their present location, direct labour and an appropriate proportion of fixed and variable manufacturing overheads (based on normal operating capacity). Net realisable value is the estimated selling price in the ordinary course of business less the costs of completion and applicable variable selling expenses. 4.15 Foreign currencies (a) Functional and presentation currency Items included in the financial statements of each of the Groups entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements are presented in Ringgit Malaysia, which is the Companys functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.15 Foreign currencies (contd.) (c) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 4.16 Income tax Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is recognised in full, using the liability method, on temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantially enacted at the balance sheet date. Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associates and joint ventures except where the timing of the reversal of temporary difference can be controlled and if is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill.

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.17 Revenue recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Revenue is shown net of value-added tax, returns, rebates and discounts, and after eliminating sales within the Group. (i) Sale of goods Sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer. Rendering of services Revenue from rendering of services is recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction, assessed on the basis of the actual service provided as a proportion of the total services to be provided.

(ii)

(iii) Interest income Interest is recognised on a time proportion basis that reflects the effective yield on the asset, taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. (iv) Rental income Rental income from operating leases is recognised on a straight-line basis over the term of the lease. (v) Charter income Revenue from charter hire is recognised on accrual basis but is deferred when the terms of billings have not been agreed by third parties or when certain conditions necessary for realisation have yet to be fulfilled.

(vi) Dividend income Dividend income is recognised when the right to receive payment is established. (vii) Management fee income Management fee income is recognised on an accrual basis, based on services rendered. (viii) Commission income Commission income is recognised in the accounting period in which goods of principals are sold. 4.18 Cash and cash equivalents For purposes of the cash flow statements, cash and cash equivalents comprise cash in hand, bank balances, deposits held at call with banks excluding deposits which are pledged for banking facilities, and other short-term, highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included within borrowings in current liabilities on the balance sheet. 4.19 Employee benefits (i) Short term benefits Wages, salaries and bonuses are recognised as an expense in the financial year in which the associated services are rendered by employees of the Group. 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 nonaccumulating compensated absences such as sick leave are recognised when the absences occur.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.19 Employee benefits (contd.) (ii) Defined contribution plan As required by law, companies in Malaysia make contributions to the Employees Provident Fund (EPF). Some of the Groups foreign subsidiaries make contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Such contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. (iii) Defined benefit plan A defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for actuarial gains or losses and past service costs. The defined benefit obligation is calculated by independent actuaries using the projected unit credit method. The Group determines the present value of the defined benefit obligation and the fair value of any plan assets with sufficient regularity such that the amounts recognised in the financial statements do not differ materially from the amounts that would be determined at the balance sheet date. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions in excess of the greater of 10% of the value of plan assets or 10% of the defined benefit obligation are charged or credited to income over the employees expected average remaining working lives. Past-service costs are recognised immediately in income, unless the changes to the plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period. (iv) Termination benefits Certain foreign subsidiaries of the Group recognise termination benefits when they are demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. Benefits falling due more than 12 months after the balance sheet date are discounted to present value. (v) Share-based compensation The Company operates an equity-settled, share-based compensation plan for the Directors and employees of the Company and its subsidiaries (ESOS). The fair value of the employee services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be recognised over the vesting period is calculated by reference to the fair value of the options granted. At each balance sheet date, the Company revises its estimates of the number of options that are expected to become exercisable and the effect of any revision of the original estimates is recognised in the income statement and a corresponding adjustment is made to equity over the remaining vesting period. When the options are exercised, the proceeds received (net of directly attributable transaction costs) are credited to share capital and share premium respectively. The proceeds received net of any directly attributable transactions costs are credited to share capital (nominal value) and share premium when the options are exercised. Salient features of the Companys share option scheme are disclosed in Note 23(c) to the financial statements.

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.20 Financial instruments (i) Description A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise. A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable. (ii) Financial instruments recognised on the balance sheet The particular recognition method adopted for other financial instruments recognised on the balance sheet is disclosed in the individual accounting policy note associated with each item.

(iii) Fair value estimation for disclosure purposes The fair value of publicly traded derivatives and securities is based on quoted market prices at the balance sheet date. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. In assessing the fair value of other derivatives and financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for the specific or similar instruments are used for long term debt. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments. In particular, the fair value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments. 4.21 Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (a) (b) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge).

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of derivative instruments used for hedging purposes are disclosed in Note 14. Movements on the hedging reserve are shown in the statement of changes in equity. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as current asset or liability.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.21 Derivative financial instruments and hedging activities (contd.) (i) Fair value hedge The Group has entered in Cross Currency Interest Rate Swaps (CCIRS) that are designated as fair value hedges for interest rate risk and foreign exchange risk on its Murabahah Medium Term Notes, which were issued by a subsidiary. The CCIRS involve the exchange of principals and floating interest payments in the subsidiarys functional currency for principals and fixed interest receipts in the foreign currency, in which the issued Murabahah Medium Term Notes are denominated. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement within finance costs, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to the income statement over the period to maturity. (ii) Cash flow hedge The Group has entered in Cross Currency Interest Rate Swaps (CCIRS) that are designated as cash flow hedges for the Groups exposure to foreign exchange risk on its Murabahah Medium Term Notes, which were issued by a subsidiary. The CCIRS involve the exchange of principals and fixed interest receipts in the foreign currency, in which the issued Murabahah Medium Term Notes are denominated, for principals and fixed interest payments in the subsidiarys functional currency. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in the hedging reserve within equity and transferred to the income statement within finance costs in the periods when the underlying hedged items affect the income statement. The changes in fair value relating to the ineffective portion of the CCIRS are recognised immediately in the income statement within other operating income/expenses. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within other operating income/expenses. (iii) Derivatives that do not qualify for hedge accounting Certain derivatives do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement. 4.22 Segmental information Segment reporting is presented for enhanced assessment of the Groups risks and returns. A business segment is a group of assets and operations engaged in providing products or services that is subject to risk and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those components operating in other economic environments. Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. Most segment assets can be directly attributed to the segments on a reasonable basis. Segment assets and liabilities do not include income tax assets and liabilities respectively.

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.23 Contingent liabilities and contingent assets The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare case where there is a liability that cannot be recognised because it cannot be measured reliably. A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain. In the acquisition of subsidiaries by the Group under a business combination, the contingent liabilities assumed are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The Group recognises separately the contingent liabilities of the acquirees as part of allocating the cost of a business combination where their fair values can be measured reliably. Where the fair values cannot be measured reliably, the resulting effect will be reflected in the goodwill arising from the acquisitions. Subsequent to the intial recognition, the Group measures the contingent liabilities that are recognised separately at the date of acquisition at the higher of the amount that would be recognised in accordance with the provisions of FRS 137 2004 Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with FRS 118 Revenue. 4.24 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed (for example, under an insurance contract), the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects currect market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest expense. 4.25 Borrowings (i) Classification Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings. Interest, dividends, losses and gains relating to a financial instrument, or a component part, classified as a liability is reported within finance cost in the income statement. 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 balance sheet date.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.25 Borrowings (contd.) (ii) Capitalisation of borrowing costs Borrowing costs incurred to finance the construction of property, plant and equipment are capitalised as part of the cost of the asset during the period of time that is required to complete and prepare the asset for its intended use. Borrowing costs incurred to finance property development activities and construction contracts are accounted for in a similar manner. All other borrowing costs are expensed. 4.26 Share capital (i) Classification Ordinary shares and non-redeemable preference shares with discretionary dividends are classified as equity. Other shares are classified as equity and/or liability according to the economic substance of the particular instrument. Distributions to holders of a financial instrument classified as an equity instrument are charged directly to equity. (ii) Share issue costs Incremental external costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(iii) Dividends to shareholders of the Company Dividends on redeemable preference shares are recognised as a liability on an accrual basis. Other dividends are recognised as a liability in the period in which they are declared. (iv) Purchase of own shares Where the Company or its subsidiaries purchases the Companys equity share capital, the consideration paid, including any directly attributable incremental external costs, net of tax, is deducted from total shareholders equity as Treasury shares until they are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental external costs and the related tax effects, is included in shareholders equity. 4.27 Construction contracts A construction contract is a contract specifically negotiated for the construction of an asset or a combination of assets that are closely interrelated or interdependent in terms of their design, technology and functions or their ultimate purpose or use. Construction contracts are recognised when incurred. When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised by using the stage of completion method. The stage of completion is measured by reference to the proportion that contract costs incurred for work performed to date bear to the estimated total costs for the contract. When the outcome of the construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that is probable will be recoverable. Irrespective of whether the outcome of a construction contract can be estimated reliably, when it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the progress billings up to the financial year end. Where costs incurred and recognised profits (less recognised losses) exceed progress billings, the balance is shown as amounts due from customers on construction contracts under receivables, deposits and prepayments (within current assets). Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as amounts due to customers on construction contracts under payables (within current liabilities).

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notes to the financial statements


4

for the financial year ended 31 december 2007 (contd.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


4.28 Non-current assets (or disposal groups) classified as assets held for sale Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use.

PROPERTY, PLANT AND EQUIPMENT


Renovation, office equipment, fittings and computers RM000

Group

Freehold land RM000

Freehold buildings RM000

Leasehold buildings RM000

Tools, plant and machinery RM000

Motor vehicles RM000

Vessels RM000

Monorail test track RM000

Total RM000

Cost At 1 January 2007 Additions Disposals Reclassification Reclassified as held for sale (Note 34) Currency translation differences At 31 December 2007 Accumulated depreciation At 1 January 2007 Charge for the financial year (Note 28) Disposals Reclassification Reclassified as held for sale (Note 34) Currency translation differences At 31 December 2007 Net book value At 31 December 2007

8,673 12,413 (41) 21,045

19,131 14,348 (2,888) (392) 30,199

16,073 17,726 (91) 2,885 (629) (401) 35,563

599,486 151,758 (8,720) 708 (23,190) 720,042

29,683 5,879 (210) (420) (390) (490) 34,052

31,864 2,644 (1,434) (285) (20,210) (278) 12,301

25,416 (1,585) 23,831

14,800 14,800

745,126 204,768 (10,455) (21,229) (26,377) 891,833

2,755 1,066 (962) (239) 2,620

4,285 3,484 (23) 916 (626) (326) 7,710

292,551 49,951 (6,878) (348) (14,636) 320,640

19,464 4,394 (192) 381 (324) (441) 23,282

12,654 5,118 (967) 13 (9,573) (180) 7,065

3,852 1,242 (294) 4,800

246 587 833

335,807 65,842 (8,060) (10,523) (16,116) 366,950

21,045

27,579

27,853

399,402

10,770

5,236

19,031

13,967

524,883

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Scomi Group Bhd Annual Report 2007

PROPERTY, PLANT AND EQUIPMENT (CONTD.)


Renovation, Tools, office plant equipment, and fittings and machinery computers RM000 RM000

Group

Freehold land RM000

Freehold buildings RM000

Long term Short term leasehold leasehold land land RM000 RM000

Leasehold buildings RM000

Motor vehicles RM000

Vessels RM000

Monorail test track RM000

Total RM000

Cost At 1 January 2006 as previously reported reclassified as prepaid lease payments (Note 8) reclassified to leasehold buildings as restated Acquisition of subsidiaries (Note 37(c)) Additions Disposals Write-offs (Note 28) Currency translation differences At 31 December 2006 Accumulated depreciation At 1 January 2006 Charge for the financial year (Note 28) Disposals Write-offs (Note 28) Reclassification Currency translation differences At 31 December 2006 Net book value At 31 December 2006

1,393 1,393 8,020 (740) 8,673

8,920 8,920 10,724 (513) 19,131

1,520 (1,520)

3,866 (1,099) (2,767)

8,179 2,767 10,946 2,041 (16) 3,102 16,073

542,672 542,672 5,547 92,909 (26,330) (16) (15,296) 599,486

32,133 32,133 282 6,386 (1,667) (153) (7,298) 29,683

26,138 26,138 481 8,801 (589) (2,967) 31,864

27,288 27,288 (1,872) 25,416

14,800 14,800

652,109 (2,619) 649,490 39,854 110,137 (28,586) (185) (25,584) 745,126

1,686 891 178 2,755

(314) 314

274 (274)

236 2,740 (16) 588 737 4,285

283,801 39,985 (21,648) (16) (9,571) 292,551

21,400 3,768 (1,644) (151) (3,909) 19,464

10,988 4,879 (498) (2,715) 12,654

2,774 1,330 (252) 3,852

246 246

321,159 53,839 (23,790) (183) (15,218) 335,807

8,673

16,376

11,788

306,935

10,219

19,210

21,564

14,554

409,319

www.scomigroup.com.my

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

notes to the financial statements


5

for the financial year ended 31 december 2007 (contd.)

PROPERTY, PLANT AND EQUIPMENT (CONTD.)


Motor vehicles RM000 Company Cost At 1 January 2007 Additions At 31 December 2007 Accumulated depreciation At 1 January 2007 Charge for the financial year (Note 28) At 31 December 2007 Net book value at 31 December 2007 Office equipment and fittings RM000

Renovation RM000

Total RM000

360 963 1,323

2,088 459 2,547

1,151 182 1,333

3,599 1,604 5,203

139 212 351 972

1,224 524 1,748 799

505 365 870 463

1,868 1,101 2,969 2,234

Cost At 1 January 2006 Additions At 31 December 2006 Accumulated depreciation At 1 January 2006 Charge for the financial year (Note 28) At 31 December 2006 Net book value at 31 December 2006

360 360

1,681 407 2,088

331 820 1,151

2,372 1,227 3,599

68 71 139 221

646 578 1,224 864

173 332 505 646

887 981 1,868 1,731

(i)

The net book values of property, plant and equipment of the Group acquired under hire purchase are as follows: Group 2007 RM000 Hire purchase Motor vehicles Tools, plant and machinery Office equipment, fittings and computers 2006 RM000

12,190 3,864 9

13,828 5,809 325

Included in the net book values of motor vehicles acquired under hire purchase above is an amount of RM10,487,000 (2006: RM13,667,000) in respect of motor vehicles acquired under hire purchase arrangements of disposal group classified as held for sale.

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PROPERTY, PLANT AND EQUIPMENT (CONTD.)


(ii) Certain property, plant and equipment of the group are charged as security for banking facilities as disclosed in Note 21 to the financial statements. During the financial year, the Group acquired property, plant and equipment at aggregate costs of RM204,768,000 (2006: RM110,296,000), of which RM770,000 (2006: RM7,293,000) is by means of hire purchase arrangements. Included in the leasehold buildings of the Group was an amount of RM2,235,000 (2006: Nil) relating to expenditure for buildings in the course of construction.

(iii)

(iv)

INTANGIBLE ASSETS
Goodwill RM000 Group Cost At 1 January 2007 Additions (Note 37(a)) Disposal of business (Note 37(a)) Reclassification of asset held for sale (Note 34) Currency translation differences At 31 December 2007 Accumulated impairment and amortisation At 1 January 2007 Amortisation for the financial year (Note 28) Currency translation differences At 31 December 2007 Net book value At 31 December 2007 Patents RM000 Development costs RM000 Total RM000

547,496 17,667 (76,261) (2,007) (793) 486,102

3,670 (153) 3,517

4,362 15,011 (14) 19,359

555,528 32,678 (76,261) (2,007) (960) 508,978

360 360

2,280 218 (122) 2,376

2,640 218 (122) 2,736

485,742

1,141

19,359

506,242

Cost At 1 January 2006 Additions Adjustment to cost of business combination Acquisition of subsidiaries (Note 37(c)) Currency translation differences At 31 December 2006 Accumulated impairment and amortisation At 1 January 2006 Amortisation for the financial year (Note 28) Impairment for the financial year (Note 28) Currency translation differences At 31 December 2006 Net book value At 31 December 2006

515,452 2,000 30,168 (124) 547,496

3,464 470 (264) 3,670

1,576 2,786 4,362

518,916 1,576 2,000 33,424 (388) 555,528

375 (15) 360

2,243 216 (179) 2,280

2,243 216 375 (194) 2,640

547,136

1,390

4,362

552,888

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

notes to the financial statements


6 INTANGIBLE ASSETS (CONTD.)

for the financial year ended 31 december 2007 (contd.)

In the previous financial year, development costs comprised an amount of RM2,786,000 in respect of monorail technical know-how and RM1,576,000 in respect of internally generated expenditure on development costs on major projects where it is reasonably anticipated that the costs will be recovered through future commercial activity. The additions in the current year amounting to RM15,011,000 consist mainly of material, labour and consultancy costs incurred to develop the Gen 2 monorail. The amortisation of the internally generated development costs will commence when the asset is available for use over a period of 5 years. The remaining amortisation period for the acquired patents at the balance sheet date is 8 years (2006: 9 years). The carrying amounts of goodwill allocated to the Groups cash-generating units (CGUs) are as follows: 2007 RM000 Oilfield services Energy and engineering logistics Production enhancement 241,788 234,985 4,589 481,362 2006 RM000 318,813 224,349 3,974 547,136

The recoverable amount of a CGU is determined based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by the Directors covering a five-year period using the estimated growth rates which are based on past performance and their expectations of market developments. The terminal value is calculated based on the projected net tangible assets of the CGUs at the end of the five years. The growth rate does not exceed the long term average growth rate for the relevant CGUs. The key assumptions used in the value in use calculations for the significant CGUs are as follows: Energy and engineering logistics % 62.00 6.50

Oilfield services % Growth rate Pre-tax discount rate 33.00 6.50

The weighted average growth rates were based on expectations from past performances with consideration given to the industries in which the CGUs operate. The discount rates used are pretax and reflect specific risks relating to the relevant segments.

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INVESTMENT PROPERTIES
Group 2007 RM000 Net book value At start of financial year Depreciation for the financial year (Note 28) Currency translation differences At end of financial year 2006 RM000

1,782 (145) 1 1,638

1,926 (145) 1 1,782

Cost Accumulated depreciation Net book value

2,889 (1,251) 1,638

2,889 (1,107) 1,782

The fair value of the properties was estimated at RM2.18 million (2006: RM2.10 million) based on a valuation by an independent professionally qualified valuer. Valuations were based on current price in an active market. The following amounts have been recognised in the income statement: Group 2007 RM000 Rental income Direct operating expenses of investment properties that did not generate rental income 97 10 2006 RM000 151 30

PREPAID LAND LEASE PAYMENTS


Group 2007 RM000 At 1 January (Note 43) Additions Amortisation for the year (Note 28) Currency translation differences As 31 December 4,332 4,047 (710) (65) 7,604 2006 RM000 2,619 159 1,554 4,332

Analysed as: Long-term leasehold land Short-term leasehold land

3,176 4,428 7,604

1,706 2,626 4,332

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

notes to the financial statements


9 INVESTMENTS IN SUBSIDIARIES

for the financial year ended 31 december 2007 (contd.)

Company 2007 RM000 Investments in subsidiaries, at cost quoted shares in Malaysia unquoted shares 2006 RM000

286,807 293,171 579,978 579,978

286,854 367,998 654,852 654,852

Accumulated impairment losses

Market value of shares quoted in Malaysia

456,404

254,189

Details of the significant subsidiaries are as follows: Country of incorporation Groups effective equity interest 2007 % Significant subsidiaries of Scomi Group Bhd Scomi Oilfield Limited # Bermuda Scomi Engineering Bhd * Scomi OilServe Sdn Bhd Malaysia Malaysia 2006 %

Name of company

Principal activities

80.1 70.1 60

100 71.2 60

Investment holding Investment holding Provision of marine vessel transportation services Investment holding and provision of projects management services Distribution of chemical products

Scomi Energy Sdn Bhd *

Malaysia

100

100

Scomi Chemicals Sdn Bhd

Malaysia

100

100

Significant subsidiaries of Scomi Oilfield Limited Scomi Oiltools Bermuda Limited # Bermuda (formerly known as KMC Oiltools Bermuda Limited) Scomi Oiltools Sdn Bhd * Malaysia

80.1

100

Investment holding, oilfield equipment, supplies and services

80.1

100

Provision of oilfield equipment, supplies and services Provision of oilfield equipment, supplies and services

Scomi Oiltools Overseas (M) Limited # (formerly known as KMC Oiltools Overseas (M) Limited)

Mauritius

80.1

100

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INVESTMENTS IN SUBSIDIARIES (CONTD.)


Name of company Country of incorporation Groups effective equity interest 2007 % Significant subsidiaries of Scomi Oilfield Limited (contd.) Scomi Oiltools (Cayman) Ltd # Cayman Islands (formerly known as KMC Oiltools (Cayman) Ltd) Scomi Oiltools Ltd # (formerly known as KMC Oiltools Ltd) Scomi Oiltools (Europe) Limited # (formerly known as KMC Oiltools (Europe) Limited) Scomi Oiltools (Shetland) Limited # (formerly known as Shetland Oiltools Ltd) Scomi Oiltools Inc # Cayman Islands 2006 % Principal activities

80.1

100

Provision of oilfield equipment, supplies and services

80.1

100

Provision of oilfield equipment, supplies and services Provision of oilfield equipment, supplies and services

United Kingdom

80.1

100

United Kingdom

80.1

100

Provision of oilfield equipment, supplies and services Provision of oilfield equipment, supplies and services Investment holding, oilfield equipment, supplies and services Provision of oilfield equipment, supplies and services

USA

80.1

100

Scomi Oiltools (Africa) Ltd # (formerly known as Oiltools (Africa) Ltd) Scomi Oiltools de Venezuela S.A. # (formerly known as KMC Oiltools de Venezuela S.A.) Scomi Oiltools (S) Pte Ltd #

Jersey

80.1

100

Venezuela

80.1

100

Singapore

80.1

100

Provision of oilfield equipment, supplies and services Provision of oilfield equipment, supplies and services

KMC Oiltools Canada Inc # (formerly known as KMC Oiltools Canada Inc)

Canada

80.1

100

Significant subsidiaries of Scomi Engineering Bhd Scomi OMS Oilfield Holdings Sdn Bhd * Malaysia (formerly known as OMS Oilfield Holdings (Malaysia) Sdn Bhd) Scomi OMS Oilfield Services Pte Ltd # (formerly known as OMS Oilfield Services Pte Ltd) Scomi Transportation Systems Sdn Bhd * (formerly known as MTrans Transportation Systems Sdn Bhd) Singapore

71.0

71.2

Investment holding

71.0

71.2

Investment holding and provision of machine shop services

Malaysia

71.0

36.3

Investment holding

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

notes to the financial statements


9 INVESTMENTS IN SUBSIDIARIES (CONTD.)
Name of company

for the financial year ended 31 december 2007 (contd.)

Country of incorporation

Groups effective equity interest 2007 % 2006 %

Principal activities

Significant subsidiary of Scomi OMS Oilfield Holdings Sdn Bhd Scomi OMS Oilfield Services Sdn Bhd * Malaysia (formerly known as OMS Oilfield Services (Malaysia) Sdn Bhd) Subsidiaries of Scomi Transportation Systems Sdn Bhd (formerly known as MTrans Transportation Systems Sdn Bhd) Scomi Rail Bhd * Malaysia (formerly known as MTrans Technology Berhad) Scomi Coach Sdn Bhd * (formerly known as MTrans Bus Sdn Bhd) Malaysia

71.0

71.2

Provision of machine and equipment used in the petroleum industry

71.0

36.3

Manufacture, and supply of monorail trains and related services

71.0

36.3

Manufacturing, fabrication and assembly of commercial coaches and truck vehicle bodies

Significant subsidiary of Scomi OilServe Sdn Bhd OilServe (L) Berhad Labuan, Malaysia Significant subsidiary of Scomi Energy Sdn Bhd Scomi NTC Sdn Bhd * Malaysia

60

60

Leasing of marine vessels and provision of marine vessel transportation services

70

70

Provision of oil and gas production systems and services

Significant subsidiaries of Scomi Chemicals Sdn Bhd Scomi Sosma Sdn Bhd Malaysia Anticor Chimie S.A. # France

100 86.7

100 80

Distribution of chemical products Design and field deployment of various oil and gas production chemicals

* #

Audited by PricewaterhouseCoopers, Malaysia Audited by affiliates of PricewaterhouseCoopers, Malaysia Audited by firms other than PricewaterhouseCoopers, Malaysia and its affiliates

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

10 INVESTMENTS IN ASSOCIATES
Group 2007 RM000 Shares quoted in Malaysia, at cost Unquoted shares, at cost Share of post-acquisition: profits reserves Currency translation differences 360,124 728 41,932 (45,447) (291) 357,046 2006 RM000 360,124 728 30,101 (22,994) (141) 367,818 Company 2007 RM000 360,124 360,124 2006 RM000 360,124 360,124

Share of contingent liabilities

4,698

10,129

Market value of shares quoted in Malaysia

300,475

237,913

300,475

237,913

The Groups share of the results, gross assets and liabilities of the associates are as follows: Groups effective equity interest %

Name of company

Country of incorporation

Assets RM000

Liabilities RM000

Revenue RM000

Net profit RM000

2007 Scomi Marine Bhd Zubair Oiltools LLC

Malaysia Oman

42.7 49.0

681,097 8,735

(284,052) (3,893)

197,282 11,757

23,200 370

2006 Scomi Marine Bhd Zubair Oiltools LLC

Malaysia Oman

42.7 49.0

753,705 5,133

(345,449) (748)

160,103 8,199

29,492 592

11 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES


Group 2007 RM000 Unquoted shares, at cost Share of post-acquisition loss 33 (14) 19 2006 RM000 141 (122) 19

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Scomi Group Bhd Annual Report 2007 www.scomigroup.com.my

notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

11 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (CONTD.)


The Groups share of the results, gross assets and liabilities of the jointly controlled entities are as follows: Groups effective equity interest %

Name of company

Country of incorporation

Assets RM000

Liabilities RM000

Revenue RM000

Net loss RM000

2007 Sosma (B) Sdn Bhd

Brunei

50.0

43

95

2006 Sosma (B) Sdn Bhd Titan Tubular Nigeria Limited

Brunei Nigeria

37.5 50.1

161 5,140

(142) (5,217)

(141)

The Groups share of the joint ventures operating lease commitment is nil (2006: RM1,592,000). There are no contingent liabilities relating to the Groups interest in the joint venture nor contingent liabilities of the venture itself. During the financial year, Sosma (B) Sdn Bhd was inactive, hence there was no share of results from the jointly controlled entity. In addition, Titan Tubular Nigeria Limited has been treated as a subsidiary for the current financial year as the Group has demonstrated control over the company.

12 AMOUNT DUE FROM A JOINTLY CONTROLLED ENTITY


Group 2007 RM000 Amount due from a jointly controlled entity 2006 RM000 5,171

The amount due from a jointly controlled entity in prior year was unsecured, interest-free and has no fixed terms of repayment.

13 OTHER INVESTMENTS
Group 2007 RM000 Shares quoted in Malaysia, at cost Unquoted shares, at cost 2,958 542 3,500 (2,170) 1,330 2006 RM000 2,958 542 3,500 (2,510) 990

Less: Allowance for diminution in value

Market value of quoted shares

773

357

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14 DERIVATIVE FINANCIAL INSTRUMENTS


Group 2007 Contract/ Notional amount RM000 Cross Currency Interest Rate Swaps cash flow hedges Cross Currency Interest Rate Swaps fair value hedges Total Non-current portion 360,000 253,500 Fair value Assets RM000 10,921 8,457 19,378 2006 Fair value Assets RM000

The Group has entered into Cross Currency Interest Rate Swaps (CCIRS) that are designated as cash flow hedges for the Groups exposure to foreign exchange on its Murabahah Medium Term Notes. These contracts entitle the Group to receive principal and interest amounts in Ringgit Malaysia and oblige the Group to pay principal and interest amounts in United States Dollars. These contracts have maturities of 4 to 6 years (2006: 4 to 5 years) from December 2006. Exchange of cash flows on interest is semi-annually and exchange of cash flows on principal is upon maturities. The interest rates in United States Dollars on the CCIRS designated as cash flow hedges ranged from 6.90% to 7.23% (2006: 6.90% to 7.0%) per annum and the interest rates in Ringgit Malaysia ranged from 5.70% to 6.00% (2006: 5.70% to 5.85%) per annum. Cross Currency Interest Rate Swaps (CCIRS) that are designated as fair value hedges are to hedge the Groups exposure to fair value interest rate risk on its Murabahah Medium Term Notes. These contracts entitle the Group to receive principal and fixed interest amounts in Ringgit Malaysia and oblige the Group to pay principal and floating interest amounts in United States Dollars. These contracts have maturities of 6 to 7 years (2006: nil) from December 2006. Exchange of cash flows on interest is semi-annually and exchange of cash flows on principal is upon maturities. The applicable interest rates in United States Dollars on the CCIRS designated as fair value hedges range from LIBOR plus 2.11% to US LIBOR plus 2.24% (2006: nil) and the interest rates in Ringgit Malaysia ranged from 6.00% to 6.15% per annum (2006: nil).

15 INVENTORIES
Group 2007 RM000 Consumables Raw materials Work-in-progress Finished goods 14,628 47,147 68,155 197,377 327,307 2006 RM000 13,228 39,541 73,119 168,566 294,454

The cost of inventories recognised as expense and included in cost of sales of the Group amounted to RM800,051,000 (2006: RM668,333,000).

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

16 RECEIVABLES, DEPOSITS AND PREPAYMENTS


Group 2007 RM000 Trade receivables Amounts due to customers on contract (Note 19) Amounts receivable from: subsidiaries associates jointly controlled entities related parties staff 541,837 36,289 5,266 462 298 1,855 7,881 97,225 20,189 30,059 733,480 2006 RM000 508,984 4,093 584 2,119 6,796 60,536 14,592 33,365 624,273 Company 2007 RM000 55,654 2,421 104 96 58,275 4,442 904 1,299 64,920 2006 RM000 644,453 863 136 645,452 3,656 484 10,449 660,041

Other receivables Deposits Prepayments

Amounts due from subsidiaries, associates and jointly controlled entities including trade balances, are unsecured, with no fixed terms of repayment and non-interest bearing except for certain advances which carry interest at 7% per annum (2006: Nil). Amounts due from staff are unsecured, interest free and repayable within 30 days. The currency exposure profile of receivables, deposits and prepayment is analysed as follows: Group 2007 RM000 Ringgit Malaysia US Dollar Pound Sterling Singapore Dollar Norwegian Kroner Nigerian Naira Canadian Dollar Others 158,032 470,113 48,850 2,167 6,938 6,753 4,552 36,075 733,480 2006 RM000 139,859 402,932 45,483 4,323 8,073 2,030 8,300 13,273 624,273 Company 2007 RM000 64,920 64,920 2006 RM000 660,041 660,041

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17 SHORT TERM INVESTMENT


Group 2007 RM000 Investment in a money market fund, at cost 700 2006 RM000 7,750

Market value

700

7,750

The fund distribution averaged at 3.00% (2006: 3.00%) per annum.

18 SHORT TERM DEPOSITS, CASH AND BANK BALANCES


Group 2007 RM000 Short term deposits with licensed banks Cash and bank balances 55,875 100,834 156,709 2006 RM000 196,087 104,700 300,787 Company 2007 RM000 15,004 3,480 18,484 2006 RM000 5,269 6,131 11,400

The currency exposure profile of short term deposits, cash and bank balances is analysed as follows: Group 2007 RM000 Ringgit Malaysia US Dollar Norwegian Kroner Singapore Dollar Pound Sterling Canadian Dollar Nigerian Naira Others 63,909 72,809 933 3,347 351 798 268 14,294 156,709 2006 RM000 159,846 122,579 1,818 473 491 692 480 14,408 300,787 Company 2007 RM000 11,927 6,557 18,484 2006 RM000 10,717 683 11,400

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

18 SHORT TERM DEPOSITS, CASH AND BANK BALANCES (CONTD.)


The effective interest rates for short term deposits, cash and bank balances at the balance sheet date were as follows: Group 2007 % Short term deposits with licensed banks 2.00-5.14 2006 % 3.12-3.70 Company 2007 % 2.00-5.14 2006 % 2.60-3.10

Short term deposits of the Group and Company have maturity periods ranging from 1 to 90 days (2006: 1 to 30 days). Bank balances are deposits held at call with banks. Short term deposits of certain subsidiaries amounting to RM31,831,000 (2006: RM25,871,000) have been pledged to licensed banks for banking facilities as disclosed in Note 21 to the financial statements. Short term deposits of the Company amounting to RM5,457,000 (2006: RM5,931,000) have been pledged to licensed banks for banking facilities.

19 AMOUNTS DUE FROM/(TO) CUSTOMERS ON CONTRACTS


Group 2007 RM000 Aggregate costs incurred to-date Attributable profits less recognised losses 50,258 12,672 62,930 (27,834) 35,096 2006 RM000

Less: Progress billings on contracts

Amount due from customers on contracts (included in trade and other receivables Note 16) Amount due to customers on contracts (included in trade and other payables Note 20)

36,289 (1,193) 35,096

Advance received or contract, included under other payables

3,546

The cost incurred on construction contracts include the following charges incurred during the year: Group 2007 RM000 Staff costs Subcontract costs 371 16,657 2006 RM000

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20 PAYABLES
Group 2007 RM000 Current liabilities Trade payables Amounts due to customers on contract (Note 19) Accruals Other payables Amount payable to subsidiaries Amount payable to related parties 2006 RM000 Company 2007 RM000 2006 RM000

386,025 1,193 129,126 56,986 5,418 578,748

335,899 97,106 51,274 484,279 76,045 560,324

66,619 5,068 2 71,689 67,358 139,047

26,772 22,552 584,299 633,623 67,236 700,859

Non-current liabilities Other payables

67,358 646,106

The currency exposure profile of payables is analysed as follows: Group 2007 RM000 Ringgit Malaysia US Dollar Pound Sterling Singapore Dollar Norwegian Kroner Nigerian Naira Canadian Dollar Others 176,386 373,617 48,504 11,045 5,339 3,968 2,093 25,154 646,106 2006 RM000 228,098 256,463 33,045 13,078 5,125 6,071 3,301 15,143 560,324 Company 2007 RM000 67,560 71,487 139,047 2006 RM000 633,623 67,236 700,859

Included in other payables of the Group is an amount of RM71,486,919 (2006: RM101,663,991) owing to a Director of a subsidiary, Scomi Oilfield Limited, of which RM67,358,000 (2006: RM76,045,000) is repayable after 1 year, for the purchase of shares in the said subsidiary. The amount is estimated based on the future profitability of Scomi Oilfield Limited Group and is unsecured, interest-free, and repayable in two annual instalments. The non-trade payables due to subsidiaries are unsecured, interest-free with no fixed terms of repayments.

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notes to the financial statements


21 BORROWINGS

for the financial year ended 31 december 2007 (contd.)

Group 2007 RM000 Current (Secured) Bank overdrafts Bank borrowings Syndicated term loan (secured) Other term loans (secured) Hire purchase payables 2006 RM000

Company 2007 RM000 2006 RM000

50,428 92,745 11,727 1,448 156,348

57,037 75,782 45,890 62,287 4,869 245,865

160 160

45,890 38,830 53 84,773

Non-current (Secured) Bonds (secured) Syndicated term loan (secured) Other term loans (secured) Hire purchase payables

870,017 18,979 1,539 890,535

876,024 174,813 22,912 11,133 1,084,882

248,230 660 248,890

250,000 174,813 114 424,927

Total borrowings Bank overdrafts Bank borrowings Bonds Syndicated term loan Other term loans Hire purchase payables

50,428 92,745 870,017 30,706 2,987 1,046,883

57,037 75,782 876,024 220,703 85,199 16,002 1,330,747

248,230 820 249,050

250,000 220,703 38,830 167 509,700

The currency exposure profile of borrowings were analysed as follows: Ringgit Malaysia US Dollar Pound Sterling Singapore Dollar Canadian Dollar Nigerian Naira Others 927,875 44,867 53,907 384 14,872 4,978 1,046,883 940,850 336,214 39,014 850 13,467 352 1,330,747 249,050 249,050 250,167 259,533 509,700

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21 BORROWINGS (CONTD.)
Group 2007 RM000 The maturity profile of borrowings is analysed as follows: Due within the next 12 months Due Due Due Due Due between 1 to between 2 to between 3 to between 4 to after 5 years 2 3 4 5 years years years years 156,348 14,230 204,220 250,369 255,772 165,944 890,535 1,046,883 245,865 96,302 11,394 151,886 396,321 428,979 1,084,882 1,330,747 160 160 50,116 100,107 98,337 170 248,890 249,050 84,773 77,660 97,267 50,000 100,000 100,000 424,927 509,700 2006 RM000 Company 2007 RM000 2006 RM000

(a)

The effective interest rates per annum on the Groups borrowings at the balance sheet date are as follows: 2007 % Bank overdrafts Bonds Syndicated term loan Other term loans Bank borrowings Hire purchase payables 6.00 8.50 4.25 7.50 7.76 5.20 8.25 4.05 8.00 2.00 10.20 2006 % 6.00 9.00 6.10 6.80 7.00 5.87 8.75 4.57 7.50 2.00 13.00

(b)

Bonds The Bonds comprise the following: RM250 million nominal value serial bonds of the Company through the establishment of a medium term notes programme (MTN Notes). The maturity dates of the MTN Notes range from 5 years to 7 years from 28 March 2007, being the date of issuance. The coupon rates of the MTN Notes for the first three years are at 4.5% per annum and 7.5% per annum thereafter. The effective interest rate is 6.8% per annum. The MTN Notes are secured by: (i) (ii) (iii) First charge over shares in Scomi Oilfield Limited (SOL) comprising 8,239,774 ordinary shares of USD1.00 each; First charge over shares in Scomi Marine Bhd comprising 313,043,478 ordinary shares of RM1.00 each; and Assignment of Debt Service Requirement Account.

RM630 million of Medium Term Notes issued by KMCOB Capital Berhad (KMCOB Capital), a subsidiary of SOL, on 14 December 2007, under the Murabahah Islamic principle (Murabahah Bonds). The Murabahah Bonds were issued in 4 series with tenures from 4 to 7 years from the date of issuance. The profit rate ranges from 5.75% to 6.15% per annum, payable semi-annually in arrears.

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notes to the financial statements


21 BORROWINGS (CONTD.)
(b) Bonds (contd.) The Murabahah Bonds are secured by: (i) (ii) (iii) (iv) (v) (vi)

for the financial year ended 31 december 2007 (contd.)

Corporate guarantees from KMC Oiltools Bermuda Limited (KMCOB) and SOL, if SOL is listed; Corporate guarantees from certain existing and future principal subsidiaries of SOL whose revenue or profit/loss after tax are at least 5% of the combined revenue of combined profit/loss after tax of SOL Group; Charge over the issue and paid-up share capital and rights and entitlements attached thereto, of certain existing and future principal subsidiaries of SOL; Debenture over the present and future asset of KMCOB Capital and; Assignment over Financial Services Reserve Account (FSRA) of KMCOB Capital to meet its most immediate six months profits and principal payment obligations; and Any other security as may be required by the rating agency to achieve the requisite rating. As at 31 December 2007, no security is given to the rating agency to achieve the requisite rating.

(c)

Syndicated term loan The Syndicated term loan has been fully repaid during the financial year. Other term loans, bank overdrafts and trade facilities A term loan of a subsidiary denominated in USD of RM9,930,000 (USD3,000,000) (2006: RM28,240,000: USD8,000,000) is secured by way of a negative pledge over the present and future fixed floating assets of a subsidiary company and also a Standby Letter of Credit issued by a financial institution. The loan is repayable in quarterly instalments falling due between 15 March 2006 and 15 June 2009, with minimum prepayment of USD3,000,000 made in 2007. The other term loans, bank overdrafts and trade facilities of the Group are secured by way of: (i) (ii) (iii) (iv) legal charge over certain landed properties of certain subsidiaries; mortgage over certain vessels of a subsidiary including legal deed of assignment of the insurance, earnings and requisition compensation of the vessels of a subsidiary; negative pledge over the present and future, fixed and floating assets of certain subsidiaries; assignment of contract proceeds, insurance policies and performance bond.

(d)

(e)

Hire purchase and finance lease payables Group 2007 RM000 Instalments payable: Not later than 1 year Between 1 to 2 years Between 2 to 3 years Between 3 to 4 years Between 4 to 5 years Later than 5 years 1,566 997 193 143 143 198 3,240 (253) 2,987 5,738 9,041 92 2,925 37 17,833 (1,831) 16,002 185 185 135 125 125 198 953 (133) 820 60 129 189 (22) 167 2006 RM000 Company 2007 RM000 2006 RM000

Less: Future finance charges Present value of hire purchase and finance lease payables

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21 BORROWINGS (CONTD.)
(e) Hire purchase and finance lease payables (contd.) Group 2007 RM000 Analysed as: Due Due Due Due Due Due within 12 months to 1 to 2 years to 2 to 3 years to 3 to 4 years to 4 to 5 years more than 5 years 1,448 957 167 123 122 170 2,987 4,869 8,182 88 2,832 31 16,002 160 160 116 107 107 170 820 53 114 167 2006 RM000 Company 2007 RM000 2006 RM000

(f )

Fair value disclosure The fair value of non-current borrowings approximates the book values.

22 PROVISION FOR REDUNDANCY


Group 2007 RM000 At beginning of financial year Charged to income statement (Note 28) Paid during the financial year Currency translation differences At end of financial year 5,496 855 (3,920) 71 2,502 2006 RM000 9,301 1,939 (5,354) (390) 5,496

Included in: Current liabilities Non-current liabilities 2,502 2,502 3,304 2,192 5,496

In March 2005, an indirect subsidiary of the Group, KMCOB, agreed terms with its two labour unions and signed an agreement on a phased redundancy plan over a four-year period, concluding in the financial year ending 31 December 2008, the total liability of which amounted to approximately USD3,000,000 (RM10,590,000). The Group expects the payments to be phased over a four-year period from financial years 31 December 2005 to 31 December 2008. The discount rate used in the computation of provision for redundancy is 5.6% (2006: 5.6%).

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notes to the financial statements


23 SHARE CAPITAL

for the financial year ended 31 december 2007 (contd.)

Group and Company 2007 000 Authorised Ordinary shares of RM0.10 each: At beginning and end of financial year RM000 2006 000 RM000

3,000,000

300,000

3,000,000

300,000

Issued and fully paid Ordinary shares of RM0.10 each: At beginning of financial year Issued during the financial year: exercise of share options At end of financial year

1,005,352

100,535

992,076

99,208

14,353 1,019,705

1,436 101,971

13,276 1,005,352

1,327 100,535

(a)

Increase in share capital During the financial year, the issued and paid-up share capital of the Company was increased from RM100,535,230 comprising 1,005,352,300 ordinary shares of RM0.10 each, to RM101,970,530 comprising 1,019,705,300 ordinary shares of RM0.10 each, by way of the issuance of: (i) (ii) (iii) (iv) (v) (vi) 6,760,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the Employees Share Option Scheme (ESOS) at the option price of RM0.17 per share for cash; 300,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.11 per share for cash; 1,029,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.12 per share for cash; 230,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.94 per share for cash; and 2,617,500 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.90 per share for cash. 1,932,500 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.84 per share for cash.

(vii) 84,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.74 per share for cash. (viii) 748,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.91 per share for cash. (ix) (x) (xi) 550,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.24 per share for cash. 28,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.31 per share for cash. 24,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.49 per share for cash.

(xii) 40,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.21 per share for cash. (xiii) 10,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.12 per share for cash.

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23 SHARE CAPITAL (CONTD.)


(a) Increase in share capital (contd.) In the prior financial year, the issued and paid-up share capital of the Company was increased from RM99,207,670 comprising 992,076,700 ordinary shares of RM0.10 each, to RM100,535,230 comprising 1,005,352,300 ordinary shares of RM0.10 each by way of: (i) 12,192,100 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the Employees Share Option Scheme (ESOS) at the option price of RM0.17 per share for cash; 106,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM1.12 per share for cash; 122,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.94 per share for cash; 440,500 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.90 per share for cash; and 415,000 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the ESOS at the option price of RM0.87 per share for cash.

(ii)

(iii)

(iv)

(v)

The new ordinary shares issued during the financial year and in the prior financial year ranked pari passu in all respects with the existing shares of the Company. (b) Treasury shares The shareholders of the Company, by an ordinary resolution passed in an Annual General Meeting held on 28 June 2007, renewed their approval for the Company to repurchase its own shares. The Directors of the Company are committed to enhancing the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. During the financial year, the Company repurchased 10,998,300 (2006: 3,425,900) of its issued and paid-up share capital from the open market on Bursa Malaysia for RM15,329,640 (2006: RM3,364,022). The average price paid for the shares repurchased was approximately RM1.39 per share. The repurchase transactions were financed by internally generated funds. The shares repurchased are being held as Treasury shares as allowed under Section 67A of the Companies Act, 1965. The Company has the right to reissue these shares at a later date. As Treasury shares, the rights attached as to voting, dividends and participation in other distribution are suspended. None of the Treasury shares repurchased has been sold as at 31 December 2007. At the balance sheet date, 14,424,200 (2006: 3,425,900) ordinary shares are held as Treasury shares, and the number of outstanding shares in issue after setting off against Treasury shares is 1,005,281,100 (2006: 1,001,926,400) at a carrying value of RM18,693,662 (2006: RM3,364,022). (c) Employees Share Option Scheme The Company implemented an Employees Share Option Scheme (ESOS) on 28 April 2003 for a period of 10 years. The ESOS is governed by the By-Laws which were approved by the shareholders on 28 March 2003. On 15 June 2004, the Company amended the By-Laws and its Articles of Association (Articles) to align them with the amendments to the Listing Requirements issued by Bursa Malaysia Securities Berhad which became effective on 10 February 2004, and the amendments to Schedule I of the Securities Commission (SC) Act, 1993. With the amendments, the total number of shares under the ESOS was increased from ten percent (10%) to fifteen percent (15%) of the total issued and paid-up share capital of the Company and participation in the ESOS was extended to include Non-Executive Directors.

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notes to the financial statements


23 SHARE CAPITAL (CONTD.)
(c)

for the financial year ended 31 december 2007 (contd.)

Employees Share Option Scheme (contd.) The amendments to the By-Laws and Articles were approved by the shareholders of the Company on 16 June 2004 at the 2nd Annual General Meeting. The salient features of the ESOS are as follows: (i) The total number of shares comprising options exercised, options remaining exercisable and unexercised offers pending acceptance under the ESOS shall not exceed fifteen percent (15%) of the total issued and paid-up share capital of the Company, such that not more than fifty percent (50%) of the shares available under the ESOS are allocated, in aggregate, to the Directors and senior management of the Group; Not more than ten percent (10%) of the shares available under the ESOS is allocated to any individual Director or employee who, either singly or collectively through his/her associates, holds twenty percent (20%) or more in the issued and paid-up share capital of the Company; Options shall lapse if the Director ceases his/her directorship with the Company or employee ceases his/her employment with the Company or its subsidiaries prior to the full exercise of his/her options, except when such cessation occurs by reason as provided by the Companys ESOS By-Laws such as retirement, ill health, injury, physical or mental disability, and subjected always to the discretion and written approval of the Options Committee of the Company; The option price under the ESOS is the volume weighted average market price quoted on Bursa Malaysia for the past five (5) consecutive market days prior to the date of grant, save that a discount of not more than ten percent (10%) may be given at the absolute discretion of the Options Committee for options granted after the listing of the Company. The option price shall not be lower than the par value of the shares of the Company of RM0.10; Options granted under the ESOS carry no dividend or voting rights. Upon exercise of the options, shares issued rank pari passu in all respects with existing ordinary shares of the Company; and The options granted are exercisable upon receipt of notice of entitlement to exercise from the ESOS Secretariat by or before 1 April of each year based on annual entitlement. Acceleration of the annual entitlement is dependent on the Employee Performance Rating achieved in the preceding year.

(ii)

(iii)

(iv)

(v)

(vi)

(d)

Share option reserve The movements in share option reserve are as follows: Group 2007 RM000 At beginning of the financial year Recognised in income statement (Note 28) Company Subsidiary 11,917 5,522 1,109 6,631 (3,005) 435 15,978 2006 RM000 6,028 3,808 3,000 6,808 (637) (282) 11,917 Company 2007 RM000 9,498 2,156 2,156 3,366 (2,156) 12,864 2006 RM000 6,028 3,410 3,410 398 (338) 9,498

Transferred to subsidiaries Transferred to share premium arising from exercise of ESOS Share of reserve in subsidiaries and associates At end of the financial year

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23 SHARE CAPITAL (CONTD.)


(d) Share option reserve (contd.) The movements in the number of share options outstanding and their related weighted average exercise prices are as follows: 2007 Average exercise price RM At beginning of financial year Granted Forfeited Exercised At end of financial year 0.92 1.21 0.86 0.58 1.00 2006 Average exercise price RM 0.83 0.83 0.69 0.23 0.92

Options 000 115,712 11,936 (7,022) (14,353) 106,273

Options 000 131,654 16,606 (19,272) (13,276) 115,712

Out of the outstanding options, 33,458,100 units (2006: 26,503,100 units) of options were exercisable. Share options were exercised on a regular basis throughout the financial year, and the weighted average share price for the financial year is RM1.42 (2006: RM1.07). The options outstanding at the financial year end had exercise prices ranging RM0.17 to RM1.51 (2006: RM0.17 to RM1.51) and remaining contractual life of 5 years (2006: 6 years). All options granted under the scheme will expire on 27 April 2013. The weighted average fair value of option granted during the financial year determined using the Trinomial valuation model was RM0.53 per option (31.12.2006: RM0.83). The significant inputs into the model were as follows: 2007 Valuation assumptions: Expected volatility of share prices Expected dividend yield Expected option life Weighted average share price at the date of grant Risk-free interest rate (per annum) 2006

38% 0.70% 1.5 2.6 years RM1.37/share 3.61% 3.68%

35% 0.70% 2 8 years RM0.89/share 3.61% 4.48%

The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the last 3 years.

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notes to the financial statements


24 SHARE PREMIUM

for the financial year ended 31 december 2007 (contd.)

Group and Company 2007 RM000 At 1 January Premium on issuance of ordinary shares: pursuant to exercise of share options Transfer from Share Option Reserve (Note 23(d)) At 31 December 233,823 6,950 2,156 242,929 2006 RM000 231,748 1,737 338 233,823

25 PROVISION FOR RETIREMENT BENEFITS


Group 2007 RM000 Non-current liabilities Balance sheet obligations for retirement benefits 2006 RM000

3,982

4,162

Income statement charge for retirement benefits (Note 28)

353

1,950

The amounts recognised in the balance sheet are determined as follows: Group 2007 RM000 Present value of unfunded obligations Unrecognised actuarial losses Liability in balance sheet 3,826 156 3,982 2006 RM000 4,162 4,162

The amounts recognised in the income statement are as follows: Group 2007 RM000 Current service cost Interest cost Gain on curtailment Total included in staff costs 1,512 235 (1,394) 353 2006 RM000 1,844 106 1,950

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25 PROVISION FOR RETIREMENT BENEFITS (CONTD.)


Of the total charge/(credit) staff costs, RM654,000 (2006: RM1,001,000), (RM225,000) (2006: RM574,000), and (RM76,000) (2006: RM375,000) were included in cost of sales, selling and distribution expenses, and administrative expenses respectively. The movements in the liability recognised in the balance sheet are as follows: Group 2007 RM000 At beginning of the financial year Total expenses charged to the income statement (Note 28) Actuarial gains Benefits paid Currency translation differences At end of the financial year 4,162 353 (20) (250) (263) 3,982 2006 RM000 3,528 1,950 (1,037) (279) 4,162

The principal actuarial assumptions used were as follows: Group 2007 Discount rate Future salary increases Normal retirement age 5% 10% 5% 8% 55 60 2006 5% 10.5% 5% 9% 55 60

Assumptions regarding future mortality experience are based on advice from published statistics and experience in each territory.

26 DEFERRED TAX
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the balance sheet: Group 2007 RM000 Deferred tax assets Deferred tax liabilities: subject to income tax (41,521) 8,690 (32,831) 2006 Restated RM000 (16,729) 8,149 (8,580) Company 2007 RM000 161 161 2006 RM000 161 161

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notes to the financial statements


26 DEFERRED TAX (CONTD.)

for the financial year ended 31 december 2007 (contd.)

Group 2007 RM000 At beginning of financial year (Credited)/charged to income statement (Note 30) property, plant and equipment tax losses, capital allowances and tax incentives provisions for other liabilities and charges others (8,580) 2,382 (24,026) (391) (6,251) (28,286) 651 2,201 1,183 (32,831) 2006 Restated RM000 4,816 85 (11,096) (968) (1,148) (13,127) 689 (933) (25) (8,580)

Company 2007 RM000 161 161 2006 RM000 161 161

Reclassified as held for sale (Note 34) Acquisition of subsidiaries (Note 37(c)) Others Currency translation differences At end of financial year

Deferred tax assets Tax losses, capital allowances and tax incentives Provision for other liabilities and charges Payables Others Offsetting

(36,359) (1,245) (762) (6,064) 2,909 (41,521)

(13,799) (929) (624) (1,377) (16,729)

Deferred tax liabilities Property, plant and equipment Others Offsetting

11,090 509 (2,909) 8,690

5,786 2,363 8,149

161 161

161 161

The amount of deductible temporary differences, unabsorbed tax losses and tax incentives (which is subject to agreement by the tax authorities) for which no deferred tax asset is recognised in the balance sheet are as follows: Group 2007 RM000 Deductible temporary differences Unabsorbed tax losses and tax incentives 20,684 181,521 2006 RM000 34,261 241,177 Company 2007 RM000 2006 RM000

Deferred tax assets have not been recognised on the deductible temporary differences, unabsorbed tax losses and tax incentives as it is uncertain that there will be future taxable profits to utilise the deferred tax assets.

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27 REVENUE
Group 2007 RM000 Management fee Dividend income Sales of goods Rendering of services Rental/chartering income Commission income Contract income 3,200 1,134,600 345,610 405,199 23,299 43,622 1,955,530 2006 RM000 2,000 922,462 296,313 334,099 22,621 1,577,495 Company 2007 RM000 15,602 17,516 33,118 2006 RM000 18,728 34,188 52,916

28 PROFIT BEFORE TAXATION


Group 2007 RM000 Profit before taxation is stated after charging/(crediting): Amortisation of intangible assets (Note 6) Amortisation of prepaid lease payments (Note 8) Allowance for doubtful debts Allowance for obsolete stocks Impairment losses/(write back of impairment losses) Intangible assets (Note 6) Quoted investments (Note 13) Inventories write-down Auditors remuneration: PricewaterhouseCoopers Malaysian firm Statutory audit current year under provision in previous year Non-audit fees current year under provision in previous year Overseas affiliates of PricewaterhouseCoopers Malaysian firm Statutory audit current year under provision in previous year Non-audit fees under provision in previous year Other external auditors statutory audit Bad debts recovered 218 710 3,271 701 (340) 209 216 3,650 1,992 375 2006 RM000 Company 2007 RM000 2006 RM000

582 100

260 34 374 7

130 80

60 32 32

4,067 1,673 1,024 120 (125)

1,513 330 207 (224)

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notes to the financial statements


28 PROFIT BEFORE TAXATION (CONTD.)

for the financial year ended 31 december 2007 (contd.)

Group 2007 RM000 Depreciation of property, plant and equipment (Note 5) Depreciation of investment properties (Note 7) Gain on disposal of property, plant and equipment (Gain)/loss on foreign exchange realised unrealised Gain on dilution of interest in/disposal of subsidiary companies Gross dividend income from subsidiaries Gross dividend income from associates Interest income Lease rental plant and machinery property Property, plant and equipment written off (Note 5) Rental of land and premises Rental of silo/equipment Rental income Research and development expenses Provision for profit guarantee current year over provision in prior years 65,842 145 (1,353) (3,980) (8,576) (140,046) (6,032) 87,573 20,872 3,478 1,189 (580) 2006 RM000 53,839 145 (1,347) (3,849) (16,285) (4,009) 42,250 5,506 2 4,689 3,062 (2,497) 276

Company 2007 RM000 1,101 (5,569) (4,348) (218,039) (5,777) (11,739) (1,637) 831 213 22,976 (205) 2006 RM000 981 193 (5,293) (159,198) (28,004) (6,184) (963) 8,500

Employee benefit cost (including Executive Directors): Wages, salaries and bonus Contributions to defined contribution plan Increased in liability for defined benefit plans (Note 25) Termination benefits Provision for redundancy (Note 22) Share option expenses (Note 23(d)) current year (over)/under provision in prior year Employment costs Other employee benefits 320,520 7,118 353 1,332 855 6,631 27,642 54,296 418,747 244,252 3,220 1,950 8,022 1,939 9,929 (3,121) 7,697 46,347 320,235 9,508 1,240 2,156 337 1,842 15,083 5,347 858 3,134 276 1,190 10,805

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29 FINANCE COST
Group 2007 RM000 Finance cost Interest expense on borrowings and leases Amortisation/write-off of ancillary costs incurred in connection with the arrangement of bank borrowings Effect of interest on CCIRS Effect of hedging fair value hedge 2006 Restated RM000 Company 2007 RM000 2006 RM000

75,993 4,538 3,761 3,384 87,676

71,345 5,785 77,130 1,077 78,207

24,973 4,201 29,174 29,174

30,838 2,265 33,103 33,103

Currency exchange loss** Fair value gain on CCIRS designated as fair value hedges Fair value adjustment of bank borrowings attributable to interest rate risk and foreign currency risk

1,190 (11,916) 10,996 87,946

** Included in currency exchange loss is an amount of RM23,451,880 (USD6,778,000) (2006: Nil) of exchange gains transferred from hedging reserve which is offset by a corresponding exchange loss of RM23,451,880 (USD6,778,000) (2006: Nil) arising from revaluation of hedged borrowings.

30 TAXATION
Group 2007 RM000 Current tax Malaysian income tax Foreign tax 2006 Restated RM000 Company 2007 RM000 2006 RM000

1,249 31,298 32,547 (28,286) 4,261

4,914 21,195 26,109 (13,127) 12,982

(3,517) (3,517) (3,517)

7,505 7,505 7,505

Deferred tax (Note 26)

Current tax Current year Under/(over) accrual in prior financial years

29,302 3,245 32,547

27,116 (1,007) 26,109

908 (4,425) (3,517)

7,841 (336) 7,505

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notes to the financial statements


30 TAXATION (CONTD.)

for the financial year ended 31 december 2007 (contd.)

Group 2007 RM000 Deferred tax Reversal and origination of temporary differences Change in income tax rate Benefit from previously unrecognised tax losses and incentives Reversal of previously recognised deferred tax assets Over accrual in prior financial years 2006 Restated RM000

Company 2007 RM000 2006 RM000

641 (138) (28,238) (349) (202) (28,286) 4,261

(1,255) (7,869) (4,003) (13,127) 12,982

(3,517)

7,505

The reconciliation between taxation and profit before taxation is as follows: Group 2007 % Numerical reconciliation between the average effective tax rate and the Malaysian tax rate: Applicable tax rate Tax effects of: expenses not deductible for tax purposes utilisation of previously unrecognised tax losses, capital allowance and tax incentives income not subject to tax different tax rates in other countries current financial years tax losses not recognised withholding tax based on turnover deferred tax assets not recognised in respect of current years tax losses and unabsorbed capital allowances under/(over) accrual in respect of previous financial years others share of results of associates Average effective tax rate 27 8 (15) (16) (4) 3 1 1 (2) (2) 1 28 12 (16) (3) (6) 3 4 (4) (7) 11 27 8 (34) (3) (2) 28 9 (1) (31) 5 2006 % Company 2007 % 2006 %

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30 TAXATION (CONTD.)
Under the single-tier tax system which will come into effect from the year of assessment 2008, companies are not required to have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment purposes. Dividends paid under this system are tax exempt in the hands of shareholders. Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section 108 credits are exhausted or 31 December 2013, whichever is earlier, unless they opt to disregard the Section 108 credits to pay single-tier dividends under the special transitional provisions of the Finance Act 2007. As at 31 December 2007, subject to agreement with the tax authorities, the Company has sufficient Section 108 tax credits and tax exempt income to pay in full all the retained earnings of the Company as franked and exempt dividends.

31 DIRECTORS REMUNERATION
The Directors of the Company in office during the financial year are as follows: Non-executive Directors Tan Sri Datuk Asmat bin Kamaludin Tan Sri Nik Mohamed bin Nik Yaacob Datuk Hamzah bin Bakar Datuk Haron bin Siraj Dato Mohamed Azman bin Yahya Dato Mohammed Azlan bin Hashim Foong Choong Hong Sreesanthan A/L Eliathamby Executive Director Shah Hakim @ Shahzanim bin Zain The aggregate amount of emoluments receivable by Directors of the Company during the financial year is as follows: Group 2007 RM000 Non-executive Directors: fees other emoluments 2006 RM000 Company 2007 RM000 2006 RM000

396 108 504

382 80 462 752 142 787 22 1,703 2,165

396 108 504 1,460 292 402 75 2,229 2,733

382 80 462 752 142 591 22 1,507 1,969

Executive Directors: salaries and bonus defined contribution plan share options granted under ESOS estimated monetary value of benefits-in-kind

3,263 292 498 75 4,128 4,632

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notes to the financial statements


32 EARNINGS PER SHARE
(a)

for the financial year ended 31 december 2007 (contd.)

Basic earnings per share Basic earnings per share of the Group is calculated by dividing the profit attributable to ordinary equity holders of the Company for the financial year by the weighted average number of ordinary shares in issue during the financial year, excluding ordinary shares purchased by the Company and held as Treasury shares (Note 23(b)). Group 2007 2006 Restated 92,414

Profit attributable to ordinary equity holders of the Company

(RM000)

257,129

Weighted average number of ordinary shares in issue

(000)

1,004,806

995,025

Basic earnings per share

(Sen)

25.59

9.29

(b)

Diluted earnings per shares For the diluted earnings per share calculation, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares from share options granted to employees. For share options granted to employees, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average share price of the Companys shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. This calculation serves to determine the bonus element in the ordinary shares outstanding for the purpose of computing the dilution. No adjustment is made to the profit for the period for the share options calculation. Group 2007 2006 Restated 92,414

Profit attributable to equity holders of the Company

(RM000)

257,129

Weighted average number of ordinary shares in issue Adjustments for: share options Weighted average number of ordinary shares for diluted earnings per share

(000)

1,004,806

995,025

(000) (000)

32,285 1,037,091

22,482 1,017,507

Diluted earnings per share

(Sen)

24.79

9.08

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33 DIVIDENDS
Group and Company 2007 RM000 Interim dividend of 7.5% less 27% tax paid (2006: Nil) per ordinary share of 10 sen each Proposed final dividend of 12.5% less 26% tax (2006: 15% less 27% tax) per ordinary share of 10 sen each Additional final dividends paid in respect of previous financial year due to issue of shares pursuant to the Companys Employees Share Option Scheme 5,506 2006 RM000

9,299 9,299

11,009 27 11,036 11,036

Dividends in respect of the financial year

14,805

Dividend per share recognised as distribution to ordinary equity holders of the Company

16,542

4,328

The Directors recommend a final gross dividend of 1.25 sen per share less income tax of 26% amounting to RM9,298,850 in respect of the financial year ended 31 December 2007 subject to the approval of the Companys shareholders at the forthcoming Annual General Meeting. The financial statements did not reflect this final dividend which will be accrued as a liability upon approval by shareholders.

34 NON-CURRENT ASSETS HELD FOR SALE AND LIABILITIES ASSOCIATED WITH THE NON-CURRENT ASSETS HELD FOR SALE
On 20 March 2007, a subsidiary of the Company, Scomi Engineering Bhd, entered into a share sale agreement to dispose of its subsidiary company, Scomi Transportation Solutions Sdn Bhd (SCOTS), which in turn holds a wholly-owned subsidiary, Asian Rent A-Car Sdn Bhd (collectively known as the SCOTS Group). SCOTS Group is engaged in the business of the provision of motor vehicles for Hire and Drive and fleet management which are non-core businesses to the Energy & Logistics Engineering Division. As at 31 December 2007, the major classes of assets and liabilities of SCOTS Group are classified as held for sale as follows:RM000 Property, plant and equipment (Note 5) Intangible assets (Note 6) Deferred tax assets (Note 26) Receivables, deposits and prepayments Short-term deposits, cash and bank balances Tax recoverable Assets of disposal group classified as held for sale Trade and other payables Taxation Bank overdraft Hire purchase payables Liabilities directly associated with the assets classified as held for sale* Net assets attributable to disposal group classified as held for sale 10,706 2,007 651 1,039 800 620 15,823 665 312 564 8,982 10,523 5,300

The liabilities under the disposal group do not include inter-company balances within Scomi group of RM6,028,000 as the amount has been eliminated at group level upon consolidation.

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

35 COMMITMENTS AND CONTINGENT LIABILITIES


Group 2007 RM000 (a) Authorised capital expenditure not recognised in the financial statements: contracted not contracted 71,461 91,134 162,595 84,315 69,691 154,006 12 828 840 103 1,468 1,571 2006 RM000 Company 2007 RM000 2006 RM000

Analysed as follows: property plant and equipment acquisition of additional shares in subsidiaries others research and development 116,077 518 46,000 162,595 115,959 25,780 12,537 154,276 840 840 1,571 1,571

(b)

Lease commitments: Instalments payable not later than 1 year later than 1 year but not later than 5 years later 5 years

8,301 18,869 11,916 39,086

7,583 22,366 14,621 44,570

360 1,800 2,160

204 1,020 1,224

(c)

Contingent liabilities: Corporate guarantees given to banks for banking facilities granted to subsidiaries Guarantees given to third party in respect of credit arrangements to a subsidiary company Guarantees given relating to borrowings of associate Share of contingent liabilities of an associate

56 4,698 4,754

448 11,120 11,568

246,097 246,097

456,016 456,016

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36 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS


(a) In addition to the related party disclosures mentioned elsewhere in the financial statements, the Group had the following transactions with related parties during the financial year: Group 2007 RM000 Significant transactions with related parties: Subsidiaries:Management fees receivable Dividend income Interest income Purchases of car rental services Profit guarantee payable Associates: Management fees receivable from Scomi Marine Bhd Dividend income Related companies: Share registration fee paid to Symphony Airline ticketing services provided by Lintas Chartering of marine vessels from CHO Chartering of marine vessels from TLO and Sarku Chartering of marine vessels from Gemini Sprint Trade purchases from a company in which a subsidiarys director has an interest 2006 RM000 Company 2007 RM000 2006 RM000

12,402 5,777 101 198 22,976

16,728 28,004 479 8,500

3,200

2,000

3,200 11,739

2,000 6,184

66 3,693 21,021 8,424 15,389 247,172

180 2,247 24,639 12,285

66 375

169 398

(i)

Symphony Share Registers Sdn Bhd (Symphony) and Lintas Travel & Tours Sdn Bhd (Lintas) are companies connected to certain Directors; CH Offshore Pte Ltd (CHO) is a company with common Directors with the Company; and TL Offshore Sdn Bhd (TLO) and Sarku Engineering Sdn Bhd (Sarku) are subsidiaries of a corporate shareholder of a subsidiary, Scomi OilServe Sdn Bhd.

(ii) (iii)

The details on interest income charged on advances provided to subsidiaries are disclosed in Note 16. Information regarding outstanding balances arising from related party transactions as at 31 December 2007 are disclosed in Note 16 and Note 20.

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

36 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTD.)


(b) Compensation of key management personnel The remuneration of Directors and other members of key management during the financial year was as follows: Group 2007 RM000 Salaries and short-term employee benefits Defined contribution retirement plan Defined benefit retirement plans Termination benefits Other long-term benefits Share-based payments 15,228 1,045 3,757 20,030 2006 RM000 16,430 658 4,086 21,174 Company 2007 RM000 3,747 621 1,533 5,901 2006 RM000 1,146 199 1,223 2,568

Included in the total key management personnel are: Group 2007 RM000 Directors remuneration (Note 31) 4,128 2006 RM000 1,703 Company 2007 RM000 2,229 2006 RM000 1,507

Executive Directors of the Group and the Company and other members of key management have been granted the following number of options under the Employee Share Options Scheme (ESOS): Group and Company 2007 000 At beginning of financial year Granted Forfeited Exercised At end of financial year 20,637 3,560 (940) 23,257 2006 000 22,977 (1,880) (460) 20,637

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37 SIGNIFICANT ACQUISITION OF SUBSIDIARIES


(a) Acquisition and disposal of interests in subsidiaries Financial year ended 31 December 2007 (i) During the financial year, a subsidiary of the Company, Scomi Engineering Bhd (SEB), completed the acquisition of the balance 49% equity interest in its 51% held subsidiary group, Scomi Transportation Systems Sdn Bhd (STS) (formerly known as MTrans Transportation Systems Sdn Bhd) for a total consideration of RM30,625,000, with STS then becoming a whollyowned subsidiary of SEB Group. The acquisition was completed as follows: On 3 April 2007, SEB acquired an additional 40% equity interest in STS, comprising 10,400,002 ordinary shares of RM1.00 each for a consideration of RM25,000,000. On 20 June 2007, SEB acquired the balance 9% equity interest in STS, comprising 2,340,000 ordinary shares of RM1.00 each for a consideration of RM5,625,000.

The vendor has provided a profit guarantee in relation to the consolidated profit after tax of the subsidiary company acquired for the 12 months period ended 30 April 2007. SEB is in the process of finalising this profit guarantee arrangement with the vendor. However, the financial effects of the profit guarantee are not expected to be material to the financial statements of the Group. (ii) During the financial year, Scomi Chemicals Sdn Bhd, an indirect subsidiary of the Company, acquired an additional 6.67% equity interest in Anticor Chimie S.A., pursuant to a share sale and variation agreements, for a total consideration of 100,000. With the additional acquisition, Scomi Chemicals Sdn Bhd now holds 86.67% equity interest in Anticor Chimie S.A. The effects of the acquisitions as stated in (i) and (ii) above are summarised below: RM000 Purchase consideration * Net assets acquired from minority interest Goodwill arising on additional interest acquired 31,508 13,841 17,667

* (iii)

Includes incidental costs of RM222,000.

On 27 June 2007, the Company completed the partial divestment of 19.9% in the respective classes of the share capital of Scomi Oilfield Limited (SOL), a direct subsidiary of the Company, to Standard Chartered Private Equity Limited for a cash consideration of USD99.50 million. The details of the divestment are set out in Note 39(a). The effects of the divestment is summarised below: RM000 Net disposal proceeds * Net assets acquired by minority interest Goodwill in respect of the dilution in interest 308,990 92,683 76,261 168,944 Gain on divestment 140,046

Net of incidental costs of RM33,987,000.

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

37 SIGNIFICANT ACQUISITION OF SUBSIDIARIES (CONTD.)


(b) Other acquisition of subsidiaries (i) On 15 March 2007, the Company acquired 95,000 ordinary shares of RM1.00 each, representing 95% issued and paid-up share capital in Abad Elit Sdn Bhd (currently known as Scomi KMC Sdn Bhd, name changed on 30 March 2007). The cost of investment for the acquisition was RM95,000. (ii) On 1 August 2007, the Company acquired 2 ordinary shares of RM1.00 each, representing 100% of the issued and paid-up share capital in Scomi Solutions Sdn Bhd (formerly known as Arena Khas Sdn Bhd) for a total consideration of RM2.00. Scomi Coach Sdn Bhd (formerly known as MTrans Bus Sdn Bhd), a wholly-owned subsidiary of SEB, had on 10 August 2007 acquired 100% equity interest in Scomi Coach Marketing Sdn Bhd (formerly known as Potensi Serakan Sdn Bhd), comprising 25,000 ordinary shares of RM1.00 each, for a total purchase consideration of RM2.00. The subsidiary is now the marketing agent for commercial coaches and truck vehicle bodies. On 14 September 2007, Scomi Energy Sdn Bhd, a subsidiary of the Company, acquired 2 ordinary shares of RM1.00 each, representing 100% of the issued and paid-up share capital in Scomi Enviro Sdn Bhd (formerly known as Pasir Unik Sdn Bhd) for a total consideration of RM2.00.

(iii)

(iv)

Financial year ended 31 December 2006 (c) Significant acquisition of subsidiaries (i) On 10 July 2006, SEB completed the acquisition of 13,260,000 ordinary shares of RM1.00 each in Scomi Transportation Systems Sdn Bhd (STS) (formerly known as MTrans Transportation Systems Sdn Bhd), representing 51% of the issued and paid-up share capital of STS for a purchase consideration of RM30 million. STS has two wholly-owned subsidiaries, Scomi Rail Berhad (formerly known as MTrans Technology Berhad) and Scomi Coach Sdn Bhd (formerly known as MTrans Bus Sdn Bhd). (ii) On 31 August 2006, the Company, via its wholly-owned subsidiary, Scomi Sosma Sdn Bhd, acquired 4,800 ordinary shares of Euro 15 per ordinary shares in Anticor Chimie S.A. (Anticor), for a total consideration of Euro 600,000 or RM3,250,134, representing an 80% equity interest in Anticor. Anticor is a company incorporated in France. On 28 April 2006, a wholly-owned subsidiary of the Company, Scomi Oiltools Sdn Bhd, acquired an additional 25% equity interest in Scomi Sosma Sdn Bhd for a purchase consideration of RM2,000,000, thus making Scomi Sosma Sdn Bhd a whollyowned subsidiary of the Company. On 30 November 2006, the Company acquired the remaining 7.55% shareholding in KMCOB from Derrick Corporation pursuant to a put and call agreement for a purchase consideration of USD10,034,125 (RM36,504,000), thus making KMCOB a wholly-owned subsidiary of the Company.

(iii)

(iv)

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37 SIGNIFICANT ACQUISITION OF SUBSIDIARIES (CONTD.)


Financial year ended 31 December 2006 (c) Significant acquisition of subsidiaries (contd.) Details of net assets acquired are as follows: Group 2006 Book value as at date of acquisition RM000 Property, plant and equipment (Note 5) Intangible assets (Note 6) Other investments Inventories Receivables, deposits and prepayments Cash and bank balances Payables Borrowings Current tax liabilities Deferred tax liabilities (Note 26) Net assets Goodwill on consolidation (Note 6) Minority interest in subsidiaries acquired Cost of acquisitions * Includes incidental costs of RM722,000 39,854 756 85 18,036 36,496 784 (47,876) (6,893) (9,617) (689) 30,936 Fair value at date of acquisition RM000 39,854 3,256 85 18,036 36,496 784 (51,956) (6,893) (9,617) (689) 29,356 30,168 12,952 * 72,476

Details of cash flows arising from the acquisition of subsidiaries are as follows: Purchase consideration settled in cash Less: Cash and cash equivalents of subsidiaries acquired Cash outflow of the Group on acquisition 72,476 (784) 71,692

The acquired business contributed revenue of RM53,266,000 and profit of RM1,944,000 to the Group for the period from date of acquisition to 31 December 2006. Had the acquisition taken effect on 1 January 2006, the revenue and profit of the Group would have been RM1,626,220,000 and RM85,639,000 respectively. These amounts have been calculated using the Groups accounting policies and by adjusting the results of the subsidiaries to reflect the additional amortisation that would have been charged assuming the fair value adjustment to intangible assets were applied from 1 January 2006, together with the consequential tax effects.
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notes to the financial statements


38 SEGMENT INFORMATION

for the financial year ended 31 december 2007 (contd.)

The Group is organised on a worldwide basis into four main business segments: (i) (ii) Investment holding Oilfield services (iii) Energy and logistics engineering provision of management services. provision of drilling fluids and mud engineering services to the upstream oil and gas industry; provision of drilling waste management services and equipment to the upstream oil and gas industry; supply of industrial chemicals to the downstream oil and gas and other general industries; supply of production chemicals to the upstream oil and gas industry; provision of machine shop services; and provision of oilfield equipment, supplies and services. design and manufacture of monorails and urban transportation solutions including buses and coaches; manufacture and fabrication of a wide range of quality road transport hardware, catering to specialised requirements and exigencies that can be broadly categorised to road trailers and tankers, truck-mounted equipment and airport ground support equipment; provision of machine shop services; and hire of vehicles through transient rental business as well as long term leasing of corporate fleet. provision of marine vessel transportation services and leasing of marine vessels. provision of production chemicals to the upstream oil and gas industry for enhancing performance and improving efficiency; industrial chemicals to the oil and gas and general industry; and the gas business which is the carbon dioxide separation technology for the oil and gas industry.

(iv) (v)

Energy logistics Production enhancement

Inter-segment revenue comprises management services, rental of motor vehicles and manufacture of road transport hardware. (a) Primary reporting format business segments Energy and Oilfield engineering services logistics RM000 RM000 2007 Revenue External revenue Inter-segment revenue Total segment revenue

Energy Production logistics enhancement RM000 RM000

Investment holding RM000

Elimination RM000

Group RM000

1,444,522 1,444,522

368,802 368,802

59,130 59,130

79,876 79,876

3,200 29,504 32,704

(29,504) (29,504)

1,955,530 1,955,530

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38 SEGMENT INFORMATION (CONTD.)


(a) Primary reporting format business segments (contd.) Energy and Oilfield engineering services logistics RM000 RM000 2007 Results Segment results Finance costs (net) Unallocated costs Share of results of associates Profit before taxation Taxation Profit for the financial year

Energy Production logistics enhancement RM000 RM000

Investment holding RM000

Elimination RM000

Group RM000

157,503 370

50,723

3,700 23,200

2,493

143,066

357,485 (81,914) (12,725) 23,570 286,416 (4,261) 282,155

Assets Segment assets Investments in associates Investments in jointly controlled entities Unallocated corporate assets Consolidated total assets

1,524,543 2,373

725,903

48,620

72,695 19

93,809 354,673

(217,269)

2,248,301 357,046 19 102,124 2,707,490

Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities

1,095,975

354,006

35,812

69,067

148,107

(259,134)

1,443,833 315,382 1,759,215

Other information Capital expenditure Depreciation Amortisation

175,234 52,928 861

31,590 10,481 1

227 1,297

160 180 66

1,604 1,101

208,815 65,987 928

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notes to the financial statements


38 SEGMENT INFORMATION (CONTD.)
(a)

for the financial year ended 31 december 2007 (contd.)

Primary reporting format business segments (contd.) Energy and Oilfield engineering services logistics RM000 2006 Revenue External revenue Inter-segment revenue Total revenue RM000

Energy Production logistics enhancement RM000 RM000

Investment holding RM000

Elimination RM000

Group Restated RM000

1,158,661 5,215 1,163,876

323,940 323,940

48,612 48,612

44,282 44,282

2,000 50,916 52,916

(56,131) (56,131)

1,577,495 1,577,495

Results Segment results Finance costs (net) Unallocated costs Share of results of associates Share of results of jointly controlled entities Profit before taxation Taxation Profit for the financial year

143,019 592 (228)

52,549

4,480 29,492

825

200,873 (74,198) (35,809) 30,084 (228) 120,722 (12,982) 107,740

Assets Segment assets Investments in associates Investments in jointly controlled entities Unallocated corporate assets Consolidated total assets

1,430,606 2,153

713,785

46,803

15,580 19

126,870 365,665

(292,989)

2,040,655 367,818 19 184,981 2,593,473

Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities

1,027,353

356,659

36,238

14,646

65,709

(304,627)

1,195,978 752,628 1,948,606

Other information Capital expenditure Depreciation Amortisation

96,694 43,159 195

52,069 8,315

80 1,364

80 145 21

1,227 1,001

150,150 53,984 216

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38 SEGMENT INFORMATION (CONTD.)


(b) Secondary reporting format geographical segments The Group operates mainly in the following geographical segments, with Malaysia being the Companys home country. (i) Europe (iv) Americas provision of oilfield equipment, supplies and drilling waste management services; and provision of machine shop services provision of oilfield equipment, supplies and drilling waste management services; provision of drilling fluids, equipment and services; and provision of machine shop services provision of oilfield equipment, supplies and drilling waste management services; provision of drilling fluids, equipment and services; provision of machine shop services; design and manufacture of monorail, special purpose vehicles, urban transportation and rail solutions; provision of marine vessel transportation services; provision of industrial and production chemicals and gas services; and investment holding provision of oilfield equipment, supplies and drilling waste management services; and provision of machine shop services Middle East and Africa RM000

(ii)

Middle East and Africa

(iii)

Asia

Europe RM000 2007 Total revenue from external customers Segment assets Capital expenditure

Asia RM000

Americas RM000

Others RM000

Group RM000

335,153 248,822 50,169

346,716 416,863 35,980

911,331 1,096,582 65,909

331,707 351,194 36,172

30,623 134,840 20,585

1,955,530 2,248,301 208,815

2006 Total revenue from external customers Segment assets Capital expenditure

167,833 170,034 26,533

325,114 357,638 18,483

779,795 1,186,698 63,201

304,369 326,285 40,256

384 1,677

1,577,495 2,040,655 150,150

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

39 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR


In addition to events which have been disclosed elsewhere in the financial statements, the other significant events during the financial year are as follows: (a) Divestment of 19.9% equity interest in Scomi Oilfield Limited (SOL) The Company divested 19.9% in the respective classes of the share capital of Scomi Oilfield Limited (SOL), a direct subsidiary of the Company, to Standard Chartered Private Equity Limited for a cash consideration of USD99.50 million (the Divestment) during the financial year. SOL is principally an investment holding company and was incorporated in Bermuda on 6 March 2007 as a company limited by shares under its current name. For the purpose of the Divestment, KMCOB, a direct subsidiary of the Company, has been made a wholly-owned subsidiary of SOL through the SOL-KMCOB Restructuring completed in 2006. The Divestment was completed on 27 June 2007. Following the said completion, the Company now holds 80.1% equity interest in SOL whilst the remaining 19.9% equity interest is held by Standard Chartered Private Equity Limited. (b) Proposed disposal of Clarimax Scomi Sosma, an indirect wholly-owned subsidiary of SGB, has entered into a Share Sale Agreement (SSA) to dispose 300,000 ordinary shares of RM1.00 each in Clarimax Consolidated Sdn Bhd (Clarimax) representing its entire shareholding of 60% in the issued and paid-up share capital of Clarimax at a total cash consideration of RM132,329 (Proposed Disposal). On 4 January 2008, the Company announced that all necessary approvals have been obtained and the Proposal Disposal was completed on the same date. (c) Share premium reduction SEB reduced its share premium account pursuant to Section 64 of the Companies Act, 1965 by RM35.883 million, and utilised the credit arising therefrom to reduce the accumulated losses of the company. The share premium reduction was approved by the Companys shareholders at the Extraordinary General Meeting held on 21 June 2007. The application to the High Court of Malaya (Court) was filed and on 5 October 2007, the Court granted an order to dispense with the need to hold on a creditors enquiry. The High Court of Malaya approved the proposal on 14 December 2007 and the share premium reduction was effected in the financial statements in the same month.

40 SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE


(a) Proposed disposal of 100% equity interest in SCOTS by SEB On 20 March 2007, SEB entered into a Share Sale Agreement to dispose of 500,000 ordinary shares of RM1.00 each in Scomi Transportation Solutions Sdn Bhd (SCOTS), representing 100% of the issued and paid-up share capital of the company, for a total sale consideration of RM3.8 million to be satisfied in cash (Proposed Disposal). SCOTS has a wholly-owned subsidiary, Asian RentA-Car Sdn Bhd (collectively known as the SCOTS Group). The disposal was completed on 31 March 2008 with all conditions precedent in the agreement being met.

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41 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The Groups financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Groups businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Group operates within clearly defined guidelines that are approved by the Board and the Groups policy is not to engage in speculative transactions. (a) Interest rate risk The Groups primary interest rate risk relates to interest-bearing debt; the Group had no substantial long term interest-bearing assets as at 31 December 2007. The investments in financial assets are mainly short term in nature and have been placed mostly in fixed deposits and occasionally, in short term commercial paper and investment funds. The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings. The Group reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes. The Group also uses hedging instruments such as interest rate swaps to minimise its exposure to interest rate volatility. The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in the respective notes. (b) Foreign exchange risk The Group operates internationally and is exposed to various currencies, mainly United States Dollar, Pounds Sterling, Canadian Dollar, Norwegian Kroner, Nigerian Naira, Australian Dollar and Singapore Dollar. Foreign currency denominated assets and liabilities together with expected cash flows from highly probable purchases and sales give rise to foreign exchange exposures. The Group maintains a natural hedge, whenever possible, by borrowing in currencies or entering into CCIRS that match the future revenue stream to be generated from its investments. Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level. (c) Liquidity risk The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness. Credit risk Credit risk or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored by limiting the Groups associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures. The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial instruments.

(d)

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

41 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)


(e) Capital risk management The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to maintain or adjust the capital structure, the Group may issue new shares or adjust the amount of dividends paid to shareholders. Management monitors capital based on the following ratios: (i) Net Debt to Equity Ratio The SGB Group is required by the bondholders of the RM250 million MTN Notes to maintain a net debt to equity ratio not exceeding 2.0 times in 2007 and 1.25 times thereafter until the Notes are fully repaid in 2012. The SOL Group is required by the holders of the RM630 million Murabahah Bonds to maintain a net debt to equity ratio not exceeding 2.0 times in 2007, 1.5 times in 2008 and 1.25 times thereafter from 2009. The details of the bonds are set out in Note 21(b). (ii) Annual Debt Service Cover Ratio (ADSCR) The Group is required by the same bondholders to maintain ADSCR of at least 1.5 times.

The Group is in compliance with all externally imposed capital requirements for the financial year ended 31 December 2007.

42 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS


Estimates and judgements are continually evaluated by the Directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. To enhance the information content of the estimates, certain key variables that are anticipated to have a material impact to the Groups results and financial position are tested for sensitivity to changes in the underlying parameters. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below. (a) Estimated impairment of goodwill The Group tests goodwill for impairment annually in accordance with its accounting policy. More regular reviews are performed if events indicate that this is necessary. The recoverable amounts of cash generating units (CGU) were determined based on the value in use calculations. The calculations require the use of estimates as set out in Note 6. The Directors are of the opinion that any reasonably expected change in the key assumptions used to determine the recoverable amounts of the CGUs, would not result in any impairment of the goodwill allocated to the respective CGUs. (b) Deferred tax assets Deferred tax assets is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. This involves judgment regarding the future financial performance of certain subsidiaries.

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42 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTD.)


(c) Disposal of interest in a subsidiary The Group has recognised an amount of RM140 million as gain from dilution of 19.9% interesting Scomi Oilfield Limited (SOL) during the financial year. The gain recognised at SGB company level amounts to RM218 million. The recognition of the gain at both Group and Company level was based on the following factors and conditions: The consideration for the 19.9% interest was arrived at based on the lower of a valuation of USD500 million for SOL or a projected profit after tax and minority interest (PATMI) valuation (covering 2007 and 2008) of at least USD416 million. However, in the event that the PATMI valuation is less than USD500 million, the Company will have to transfer additional shares up to a maximum of 4% interest in SOL based on a specified formula. The sale agreement provides that the equity valuation of SOL shall be deemed to be USD500 million in the event the Company achieves an initial public offering with valuations of not less than USD675 million and USD750 million on listing dates prior to 31 December 2008 and after 31 December 2008 (but before 31 May 2009) respectively.

Based on the above uncertainties, the Group and Company have not recognised the full gain representing the 4% interest in SOL. If the above conditions are met, there will be a further gain of RM28.4 million and RM15.3 million to be recognised at the Group and Company respectively. However, if the above conditions are not met, there will be a potential 4% dilution of interest, resulting in the recognition of additional minority interests of approximately RM14.5 million for the financial year ending 31 December 2008. Critical judgement in applying accounting policies In determining and applying accounting policies, judgement is often required in respect of items where the choice of specific policy could materially affect the reported results and financial position of the Group. However, the Directors are of the opinion that there are no accounting policies that require subjective judgement in the current financial year.

43 CHANGES IN ACCOUNTING POLICIES AND RESTATEMENT OF COMPARATIVE FIGURES


The list of new accounting standards, amendments to published standards and interpretations of existing standards that are effective for the Companys accounting periods beginning on or after 1 January 2007 is set out in Note 2. The following describes the impact of new standards, amendments and interpretations on the financial statements of the Group and Company. (a) Irrelevant/Immaterial effect on financial statements The adoption of FRS 6, 124 and ICs did not have a material impact on the financial statements of the Group and Company. In summary: FRS 6 is not relevant to the Groups operations. FRS 124 introduces new disclosures relating to related party transactions and does not have any impact on the classification and valuation of the Groups financial statements. However, disclosures have been enhanced as shown in Note 36 of the financial statements.

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notes to the financial statements

for the financial year ended 31 december 2007 (contd.)

43 CHANGES IN ACCOUNTING POLICIES AND RESTATEMENT OF COMPARATIVE FIGURES (CONTD.)


(b) Reclassification of prior year comparatives Set out below are changes in accounting policies that resulted in reclassification of prior year comparatives but did not affect the recognition and measurement of the Group and Companys net assets: The adoption of the revised FRS 117 has resulted in a change in the accounting policy relating to the classification of leasehold land. Prior to 1 January 2007, leasehold land held for own use was classified as property, plant and equipment and was stated at cost less accumulated depreciation and impairment losses. Under the revised FRS 117, upfront payments made for leasehold land are now classified as prepaid lease payments and amortised on a straight line basis over the lease term. The Company has applied this change in accounting policy retrospectively.

The effects of the above standards on the Group and Companys financial statements for the current and prior financial years are set out in Note 43(d). (c) FRS 112 Income Taxes The Group has early adopted FRS 112 Income Taxes which is only effective for accounting periods beginning on or after 1 July 2007 as allowed by the new standard. FRS 112 now allows for the recognition of deferred tax assets on reinvestment allowances and investment tax allowances. In line with the requirements of FRS 112, the Group has assessed available investment tax incentives and recognised deferred tax assets where the criterions of recognition are met. Where the impact has retrospective effect on prior years, the comparatives have accordingly been restated. The impact of the adjustments that have been made in accordance with the new provisions of FRS 112 to the Groups financial statements is set out below: Group 2007 RM000 Increase in deferred tax assets Increase in retained earnings Decrease in taxation Increase in profit for the year 14,838 14,838 6,969 6,969

The effects of the above standards on the Group and Companys financial statements for the prior financial years are set out in Note 43(d).

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43 CHANGES IN ACCOUNTING POLICIES AND RESTATEMENT OF COMPARATIVE FIGURES (CONTD.)


(d) Restatement of balance sheet as at 31 December 2006 The following tables disclose the adjustments that have been made in accordance with the transitional and new provisions of the respective FRSs to each of the line items in the Groups balance sheet 31 December 2006. Group As previously stated RM000 As at 31 December 2006 Property, plant and equipment Prepaid land lease payments Deferred tax assets Retained earnings As at 1 January 2006 Property, plant and equipment Prepaid land lease payments

FRS 112 RM000

FRS 117 RM000

As restated RM000

413,651 8,860 307,346

7,869 7,869

(4,332) 4,332

409,319 4,332 16,729 315,215

330,950

(2,619) 2,619

328,331 2,619

(e)

Restatement of other comparatives The following comparatives have been restated to conform with the current years presentation: As previously stated Reclassification RM000 RM000 Group Other operating income Finance cost Company Other operating income Finance cost

As restated RM000

24,564 (74,198)

4,009 (4,009)

28,573 (78,207)

165,262 (32,140)

963 (963)

166,225 (33,103)

44 APPROVAL OF FINANCIAL STATEMENTS


The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 30 April 2008.

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statement by directors pursuant to section 169(15) of the companies act, 1965


We, Tan Sri Datuk Asmat bin Kamaludin and Shah Hakim @ Shahzanim bin Zain, being two of the Directors of Scomi Group Bhd, state that, in the opinion of the Directors, the financial statements set out on pages 67 to 139 are drawn up so as to give a true and fair view of the state of affairs of the Group and Company as at 31 December 2007 and of the results and the cash flows of the Group and Company on that date in accordance with the provisions of the Companies Act, 1965 and the MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities. Signed on behalf of the Board of Directors in accordance with their resolution dated 30 April 2008.

TAN SRI DATUK ASMAT BIN KAMALUDIN CHAIRMAN

SHAH HAKIM @ SHAHZANIM BIN ZAIN CHIEF EXECUTIVE OFFICER

statutory declaration pursuant to section 169(16) of the companies act, 1965


I, Loong Chun Nee, the officer primarily responsible for the financial management of Scomi Group Bhd, do solemnly and sincerely declare that the financial statements set out on pages 67 to 139 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

LOONG CHUN NEE

Subscribed and solemnly declared by the abovenamed Loong Chun Nee at Kuala Lumpur in Malaysia on 30 April 2008, before me.

COMMISSIONER FOR OATHS

report of the auditors to the members of scomi group bhd


We have audited the financial statements set out on pages 67 to 139. These financial statements are the responsibility of the Companys Directors. It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report. We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion: (a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and the MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of: (i) (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and the state of affairs of the Group and Company as at 31 December 2007 and of the results and cash flows of the Group and Company on that date;

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and (b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

The names of the subsidiaries of which we have not acted as auditors are indicated in Note 9 to the financial statements. We have considered the financial statements of these subsidiaries and the auditors reports thereon. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. The auditors reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment made under subsection 3 of section 174 of the Act.

PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants

SRIDHARAN NAIR (No. 2656/05/08 (J)) Partner of the firm

Kuala Lumpur 30 April 2008

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