ENRA Group Berhad Annual Report 2018
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MOVING FORWARD ON A STRONG FOUNDATION ANNUAL REPORT 2018 COVER RATIONALE The runner on an uphill slope captures our commitment, persistence and perseverance to accelerate growth and succeed in a challenging environment. VISION Through shared values, innovation and technology, ENRA will enable its people to create sustainable enterprise value in a manner that is responsible to its stakeholders, community and environment. SHARED VALUES Ethical To make decisions that promote goodness and avoid harm Noble To behave in a manner that is respectful to others Reliable To keep and deliver promises that have been made Accountable To take ownership of all outcomes and never passing blame WHAT’S INSIDE 03 Corporate Information CHAIRMAN’S 04 Corporate Structure MESSAGE 05 Five-Year Financial Highlights 06 Chairman’s Message 07 Board of Directors’ Profile 06 15 Key Senior Management Profile 18 Management Discussion and Analysis 25 Corporate Governance Overview Statement 30 Sustainability Statement MANAGEMENT 34 Audit and Risk Management Committee Report DISCUSSION 37 Statement on Risk Management and AND ANALYSIS Internal Control 43 Additional Compliance Information 18 44 Directors’ Responsibility Statement 45 Financial Statements 135 Properties owned by ENRA Group 136 Analysis of Shareholdings FINANCIAL 139 Notice of Annual General Meeting 143 Statement accompanying Notice of STATEMENTS 26th Annual General Meeting Form of Proxy 45 ANNUAL The Twenty-Sixth (26th) Annual General Meeting of ENRA Group Berhad will be held at Dewan Berjaya, Bukit GENERAL Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off MEETING Jalan Damansara, 60000 Kuala Lumpur on Thursday, 13 September 2018 at 10:00 a.m. 3 CORPORATE INFORMATION BOARD OF DIRECTORS COMPANY SECRETARY Datuk Ali bin Abdul Kadir Cheong Lisa Independent Non-Executive Chairman MAICSA 7009457 Tan Sri Dato’ Kamaluddin bin Abdullah Executive Deputy Chairman SHARE REGISTRAR Dato’ Mazlin bin Md Junid Bina Management (M) Sdn. Bhd. President & Group Chief Executive Officer Lot 10, The Highway Centre Jalan 51/205 Kok Kong Chin 46050 Petaling Jaya Executive Director Selangor Darul Ehsan Tel : 03-77843922 Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Fax : 03-77841988 Senior Independent Non-Executive Director Datuk Anuar bin Ahmad REGISTERED OFFICE Independent Non-Executive Director D2-U3-10, Block D2 Dato’ Wee Yiaw Hin Solaris Dutamas Independent Non-Executive Director No. 1, Jalan Dutamas 1 50480 Kuala Lumpur Loh Chen Yook Tel : 03-2300 3555 Non-Independent Non-Executive Director Fax : 03-2300 3550 Email : [email protected] Website : www.enra.my AUDIT AND RISK MANAGEMENT COMMITTEE Chairman AUDITORS Tan Sri Dato’ Seri Shamsul Azhar bin Abbas BDO (AF:0206) Member Level 8 Datuk Ali bin Abdul Kadir BDO @ Menara CenTARa Datuk Anuar bin Ahmad 360 Jalan Tuanku Abdul Rahman Dato’ Wee Yiaw Hin 50100 Kuala Lumpur BOARD NOMINATION AND PRINCIPAL BANKERS/LENDERS REMUNERATION COMMITTEE CIMB Bank Berhad Chairman Malayan Banking Berhad Datuk Anuar bin Ahmad AmBank (M) Berhad Member Tan Sri Dato’ Seri Shamsul Azhar bin Abbas STOCK EXCHANGE LISTING Dato’ Wee Yiaw Hin Main Market of Bursa Malaysia Securities Berhad Stock Code : 8613 Stock Name : ENRA 4 CORPORATE STRUCTURE as at 27 June 2018 ENRA Engineering ENRA Energy ENRA Land ENRA Labuan ENRA Energy & Construction Logistics Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Prominent Evergreen Sprint Archway Perunding ENRA 30% ENRA Kimia Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. (fka ENRA Management Services Sdn. Bhd.) ENRA Kimia Essential Vista (Australia) Sdn. Bhd. ENRA EMRAIL 51% ENRA Property Pty. Ltd. Sdn. Bhd. (UK) Limited 75% ENRA Nautical Gold Sdn. Bhd. Fìtzrovìa ENRA Engineering Power Systems Developments Limited And Fabrication Sdn. Bhd. Sdn. Bhd. Tenderly Marketing ENRA Sdn. Bhd. Oil & Gas Services Sdn. Bhd. 51% 70% 60% Orlando ENRA ENRA ICON ENRA SPM Manufacturing NauticAWT Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. ENRA SPM Division Labuan Limited Property Development Engineering Fabrication and Construction Oil & Gas Services Others Note: Unless stated otherwise, all entities are 100% owned by ENRA Group Berhad ENRA GROUP BERHAD (236800-T) 5 FIVE-YEAR FINANCIAL HIGHLIGHTS 2014 2015 2016 2017 2018 Revenue (RM'000) 66,300 82,935 122,309 179,338 75,286 Gross profit (RM'000) 31,267 16,033 35,714 54,973 21,367 Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) (RM'000) 20,139 9,955 22,599 29,848 1,138 Profit After Tax and Minority Interest (PATAMI) (RM'000) 6,899 8,665 9,361 11,930 -2,198 Earnings per share (EPS) (sen) 5.11 1.03 6.93 8.84 -1.63 Shareholders' equity (RM'000) 214,797 223,462 235,203 152,745 152,011 Net assets per share (RM) 1.59 1.66 1.74 1.13 1.13 REVENUE EARNINGS PER SHARE (RM’000) (SEN) 8.84 6.93 179,338 5.11 122,309 82,935 1.03 75,286 66,300 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 -1.63 SHAREHOLDERS’ EQUITY NET ASSETS PER SHARE (RM’000) (RM) 1.74 235,203 1.66 1.59 223,462 214,797 1.13 1.13 152,011 152,745 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 ANNUAL REPORT 2018 6 CHAIRMAN’S MESSAGE • Offered and provided our maiden floating storage and offloading solution for one of Petroliam Dear Shareholders, Nasional Berhad’s gas fields in Myanmar – an approximate USD48 million contract over the next four years; On behalf of the Board of Directors of • Sold 96.5% of all units in Shamelin Star despite the ENRA Group Berhad (“ENRA” or “the soft property market; and Company”) (the “Board”), I am pleased to • Neared completion of the divestment of our investment properties which we believe has limited present the Annual Report and Audited growth potential in their current form – which will raise RM85.15 million in proceeds. Financial Statements for the financial Most of all, I am proud that our businesses were built on year ended (“FYE”) 31 March 2018, as quantitative and qualitative fundamentals. All our revenue attached. has been generated from the open market or tenders, which I believe also demonstrates our competitive drive. On behalf of the Board, I would like to thank the current Management and the staff for their commitment and continued dedication towards the Group throughout the I joined the Board in June 2015, just when oil & gas year. We are also thankful for the continued support and prices had fallen substantially and the property market positive alliance from our various stakeholders and, last had slowed down - respectively the causes and but not least, the continuing support of our shareholders. symptoms of a bearish economy. We were cognisant of the potential impact such an environment would have We begin the next financial year with a healthy balance on businesses and therefore applied a conservative sheet and a strong cash position that we anticipate will approach in running the Group. increase substantially over time. The Group’s Board and Management has the experience, knowledge, talent We came across many investment opportunities (organic and tenacity to take another leap of growth, and I look and acquisitive) in property development, oil & gas, forward to what may come. and others during these three years but decided not to pursue many of them. The prudent and cautious Thank you. practice of the Management due to the less than optimal business environment meant that a large pool of those opportunities did not pass our feasibility and risk tests. Datuk Ali bin Abdul Kadir Today, I am proud to say that we have successfully Chairman weathered those three years and have come out with 27 June 2018 a strong balance sheet and stable businesses. As a reflection of our discipline and drive we have, amongst others: • Set up a full-fledged but lean Management team; • Built a sizeable downstream specialty chemicals business in the form of ENRA Kimia Sdn. Bhd.– generated RM43.3 million in revenue for FYE 31 March 2018; ENRA GROUP BERHAD (236800-T) 7 BOARD OF DIRECTORS’ PROFILE as at 27 June 2018 DATUK ALI Datuk Ali was appointed to the Board as Chairman on 1 June 2015. He is BIN ABDUL KADIR also a member of the Audit and Risk Management Committee. Independent He is a Fellow of the Institute of Chartered Accountants in England and Wales Non-Executive Chairman (“ICAEW”), member of the Malaysian Institute of Certified Public Accountants (“MICPA”) and the Malaysian Institute of Accountants (“MIA”). He is also Malaysian, Male, Age 69 currently Senior Advisor to ICAEW–KL Chapter, Honorary Fellow of the Institute of Chartered Secretaries & Administrators (UK) and the Malaysian Institute of Directors. He is currently the Chairman of JcbNext Berhad, Privasia Technology Berhad and Alucro (L) Foundation. He is a Board member of Glomac Berhad, Ekuiti Nasional Berhad, Citibank Berhad, and Labuan Financial Services Authority. He served as Chairman of the Securities Commission of Malaysia (“SC”) from 1 March 1999 until 29 February 2004. During his tenure, he also sat on the Main Committee of International Organisation of SC and was elected as Chairman of Asia Pacific Regional Committee and Islamic Capital Market Working Group. Prior to his appointment to the SC, he was the Executive Chairman and Partner of Ernst & Young and its related firms. He was former President of the MICPA, chairing its Executive Committee and Insolvency Practices Committee and co-chairing the Company Law Forum. He was appointed as an Adjunct Professor in the Accounting and Business Faculty, University of Malaya and was then appointed to the Advisory Board of the Faculty, todate. In 2012, he was bestowed the Lifetime Achievement Award by ICAEW – KL Chapter, and the President’s Award by MICPA. He was also bestowed the Perwira Jasa Negara by the Yang di- Pertuan Agong in 2001.