Creating Synergy B Annual Report 2016 | Damansara Realty Berhad
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Annual Report 2016 DAMANSARA REALTYBERHAD DAMANSARA REALTY BERHAD (4030-D) Lot 10.3, Level 10 Wisma Chase Perdana off Jalan Semantan (4030-D) Damansara Heights 50490 Kuala Lumpur T : 03-2081 2688 F : 03-2081 2690 E : [email protected] ANNUAL REPORT2016 www.dbhd.com.my CREATING SYNERGY B ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD COVER RATIONALE CREATING SYNERGY A business transformation encompasses the creation of a new culture whilst improving the core businesses which involves formulation of strategic plans, organizational development and continuous process improvements. The metamorphosis of a cocoon into a butterfl y symbolizes this journey; the transformation that Damansara Realty Berhad is embarking on. ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD 1 TABLE OF CONTENTS COMPANY FINANCIAL STATEMENTS 02 Corporate Information 70 Directors’ Report 03 Corporate Structure 74 Statement by Directors 06 Board of Directors’ Profi le 74 Statutory Declaration 11 Key Managements’ Profi le 75 Independent Auditors’ Report 14 Group Management 81 Statements of Comprehensive Income 15 Subsidiary Management 82 Statements of Financial Position 84 Statement of Changes In Equity CORPORATE STATEMENTS 86 Statement of Cash Flows 18 Chairman’s Statement 88 Notes to the Financial Statements 20 Executive Vice Chairman’s Message 151 Supplimentary Information 22 Group Chief Executive Offi cer’s Review of Operations 30 Management Discussion and Analysis OTHER INFORMATION 152 List of Properties Held by the Group 34 Sustainability Report 153 Shareholdings Statistics CORPORATE GOVERNANCE 156 Notice of Annual General Meeting 41 Statement of Corporate Governance 160 Statement Accompanying the Notice of Annual General Meeting 56 Audit Committee Report 60 Statement on Risk Management FORM OF PROXY and Internal Control 65 Statement on Directors’ Responsibility 66 Recurrent Related Party Transactions 2 ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD CORPORATE INFORMATION BOARD OF DIRECTORS YB DATO’ AHMAD ZAHRI BIN JAMIL YB DATUK MD OTHMAN BIN HJ YUSOF Independent Non-Executive Chairman Independent Non-Executive Director YB DATO’ DAING A MALEK BIN DAING A RAHAMAN TUAN HAJI ABDULLAH BIN MD YUSOF Executive Vice Chairman Independent Non-Executive Director PUAN ZAINAH BINTI MUSTAFA ENCIK WAN AZMAN BIN ISMAIL Senior Independent Non-Executive Director Non-Independent Non-Executive Director YBHG DATO’ MOHD AISOM BIN OMAR ENCIK SHAHRIZAM BIN A SHUKOR Independent Non-Executive Director Independent Non-Executive Director GROUP CHIEF EXECUTIVE BOARD OF RISK MANAGEMENT SHARE REGISTRAR OFFICER COMMITTEE TRICOR INVESTOR ENCIK BRIAN ISKANDAR YBHG DATO’ MOHD AISOM SERVICES SDN BHD BIN ZULKARIM BIN OMAR Unit 32-01, Level 32, Tower A (Appointed on 01.09.2016) (Chairman) Vertical Business Suite (Appointed on 05.12.2016) Avenue 3, Bangsar South TUAN HAJI MOHD FAZLIN SHAH No. 8 Jalan Kerinchi BIN MOHD SALLEH PUAN ZAINAH BINTI MUSTAFA 59200 Kuala Lumpur (Resigned on 26.08.2016) (Appointed on 05.12.2016) T : 03-27839299 F : 03-27839222 TUAN HAJI ABDULLAH BIN MD E : [email protected] BOARD OF AUDIT COMMITTEE YUSOF PUAN ZAINAH BINTI MUSTAFA (Appointed on 05.12.2016) (Chairman) STOCK EXCHANGE LISTING ENCIK SHAHRIZAM BIN A SHUKOR (Appointed on 05.12.2016) Main Market of Bursa Malaysia TUAN HAJI ABDULLAH Securities Berhad BIN MD YUSOF COMPANY SECRETARY ENCIK SHAHRIZAM BIN A AUDITORS SHUKOR WAN RAZMAH BINTI WAN ABD (Appointed on 30.05.2016) RAHMAN Messrs. Jamal, Amin & Partners (MAICSA 7021383) (AF 1067) (Appointed on 15.03.2017) BOARD OF NOMINATION AND REMUNERATION COMMITTEE AHMAD FAISAL BIN ABDUL KARIM PRINCIPAL BANKER YBHG DATO’ MOHD AISOM (MAICSA 7045851) CIMB Bank Berhad BIN OMAR (Resigned on 31.03.2017) CHAIRMAN (Appointed on 30.05.2016) WEBSITE ADDRESS REGISTERED OFFICE www.dbhd.com.my PUAN ZAINAH BINTI MUSTAFA Lot 10.3, Level 10 Wisma Chase Perdana TUAN HAJI ABDULLAH Off Jalan Semantan BIN MD YUSOF Damansara Heights 50490 Kuala Lumpur T : 03-20812688 F : 03-20812690 E : [email protected] ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD 3 CORPORATE STRUCTURE WHOLLY OWNED SUBSIDIARIES (4030-D) 100% Damansara Forest Products (Malaysia) Sdn Bhd SUBSIDIARIES 100% Damansara Galaxy Sdn Bhd 51% DHealthcare Centre Sdn Bhd 100% Damansara Realty (Johor) Sdn Bhd 80% Damansara Realty (Pahang) Sdn Bhd 100% Damansara Realty (Terengganu) Sdn Bhd 75% HC Duraclean Sdn Bhd 100% Damansara Realty Construction Sdn Bhd 70% Healthcare Technical Services Sdn Bhd 100% Damansara Realty Land Sdn. Bhd. 95% Kesang Kastory Enterprise Sdn Bhd 100% Damansara Realty Management (Timber Operations) Sdn Bhd 70% Kesang Quarry Sdn Bhd 100% Damansara Realty Management Services Sdn Bhd 90% M.N. Koll (M) Sdn Bhd 100% Damansara Realty Properties Sdn Bhd 55% Pedas Quarry Sdn Bhd 100% Damansara Urban Sdn. Bhd. 95.5% TMR Urusharta (M) Sdn Bhd 100% DAC Land Sdn. Bhd. 70% TMR LC Services Sdn. Bhd 100% (fka Damansara Millenium Sdn Bhd) DRP Construction Sdn Bhd 100% Harta Facilities Management Sdn Bhd 100% JOLS Construction Sdn Bhd 100% OVERSEAS COMPANIES Kesang Construction & Engineering Sdn Bhd 100% 100% Kesang Equipment Hire Sdn Bhd Metro Parking (B) Sdn Bhd 100% 55% Kesang Industries Sdn Bhd Metro Parking (HK) Limited 100% 70% Kesang Leasing Sdn Bhd Metro Parking (S) Pte Ltd 100% 100% Kesang Properties Sdn Bhd Metro Parking Services (I) Pvt. Ltd. 100% 75% Kesang Trading Sdn Bhd Metro Parking Management (Philippines) Inc 100% 100% Metro Equipment Systems (M) Sdn Bhd Healthcare International Ltd 100% Metro Parking (M) Sdn Bhd 100% Metro Parking (Sabah) Sdn Bhd 100% ASSOCIATED COMPANIES Smart Parking Management Systems Sdn Bhd 100% 30% Tebing Aur Sdn Bhd DAC Properties Sdn Bhd 100% 45% TMR ACMV Services Sdn Bhd Healthcare Technical Services (PNG) Limited 100% TMR Koll Sdn Bhd 4 ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD Ensuring Continuity Damansara Realty Berhad sets its transformation journey by rapidly evolving itself through rigorous and continuous improvement initiatives that aim to foster synergistic cohesion within the Group ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD 5 6 ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD BOARD OF DIRECTORS YB DATO’ AHMAD ZAHRI BIN JAMIL Independent Non-Executive Chairman Dato’ Ahmad Zahri bin Jamil, aged 68, male, a Malaysian, is the Independent Non-Executive Chairman of Damansara Realty Berhad (“Damansara Realty” or the “Group”). He was appointed to the Board of Damansara Realty on 22 August 2014. Dato’ Ahmad Zahri served as a Director of Yayasan Pelajaran Johor from 2004 to 2013 and was a Director of Johor Corporation (“JCorp”) from 2009 to 2013. He was the Chairman of the Executive Committee, Housing, Local Government and Public Amenities of State of Johor from 2008 to 2013. He holds a Bachelor of Arts of History from University Malaya. He was the Private Secretary to the Menteri Besar of Johor from 1982 to 1986 and subsequently became the Political Secretary at the Prime Minister’s Department from 1986 to 1987. He was also the State Assemblyman of Sri Medan, Parit Sulong, Batu Pahat, Johor from 1999 to 2013. He holds 20,000 units of ordinary shares in the Damansara Realty. Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of Damansara Realty. He has not been convicted for any offences for the past 5 years and he had attended 4 out of 6 Board Meetings held during the fi nancial year ended 31 December 2016 (“FY2016”). ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD 7 BOARD OF DIRECTORS YB DATO’ DAING A MALEK BIN DAING A RAHAMAN Executive Vice-Chairman • Chairman of Tender Board Committee Dato’ Daing A Malek bin Daing A Rahaman, aged 61, male, a Malaysian, was appointed as Executive Vice Chairman on 26 May 2014. He is also the Chairman of the Tender Board Committee of Damansara Realty. Dato’ Daing A Malek possesses more than 30 years of business experience, namely, in real estate, property development, construction and material supplies. He is the Non-Executive Chairman of Astaka Padu Sdn Bhd, a Bumiputra company, which is currently developing the tallest residential tower in Johor Bahru. He is also the Chairman and Shareholder of SIPP Energy Sdn Bhd which was awarded a contract by the Federal Government to construct, own, operate and maintain the 1,440MW electricity generating power plant in Pasir Gudang, Johor. He is a director in many other private companies, which businesses include logistics, reclamation works, port services and management, advisory and consultancy for development and management of BLT (build, lease and transfer) and government-related projects. He is also a Member of the Johor Council Royal Court. He holds a Bachelor of Surveying (Property Management) from Universiti Teknologi Malaysia. Prior to venturing into business, he was a Valuation Offi cer under the Ministry of Finance and attached to Jabatan Penilaian Harta Batu Pahat. He was also a Lecturer at the Survey Faculty at the University Teknologi Malaysia. He holds indirect interest of 51% equity shareholding in the Group through Seaview Holdings Sdn Bhd. Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of the Group. He has not been convicted for any offences for the past 5 years and he had attended all Board Meetings of the Group in the FY2016. 8 ANNUAL REPORT 2016 | DAMANSARA REALTY BERHAD BOARD OF DIRECTORS PUAN ZAINAH BINTI MUSTAFA YBHG DATO’ MOHD AISOM Senior Independent Non-Executive Director BIN OMAR • Chairman of Board Audit Committee Independent Non-Executive Director • Member of Board Nomination and Remuneration • Chairman of Board Risk Management Committee Committee • Chairman of Board Nomination and Remuneration • Member of Board Risk Management Committee Committee Zainah binti Mustafa, aged 62, female, a Malaysian, was Dato’ Mohd Aisom bin Omar, aged 60, male, a Malaysian, appointed on the Board of Damansara Realty on 17 was appointed as an Independent Non-Executive Director April 2003. She is a Senior Independent Non-Executive of Damansara Realty on 15 December 2015.