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Scomi Engineering Bhd ANNUAL REPORT 2007 Energy & Logistics Engineering realisingpotential contents 2 Key Financial Highlights 3Corporate Legal Structure 4 Chairman’s Statement 10 Interview with the Group Chief Executive Officer 20 Corporate Social Responsibility 22 Corporate Information 24 Profile of Directors 28 Management Team 29 Statement of Corporate Governance 35 Statement of Internal Control 37 Audit and Risk Management Committee Report 41 Additional Information 41 Statement of Directors’ Responsibility 42 Financial Statements 113 Analysis of Shareholdings 116 List of Properties 117 Corporate Directory 118 Notice of Annual General Meeting 120 Statement Accompanying Notice of 24th Annual General Meeting Form of Proxy www.scomiengineering.com.my 1 Annual Report 2007 omi Engineering Bhd Sc 24th Annual General Meeting Ballroom 1, 1st Floor 23 June 2008, Monday Sime Darby Convention Centre 3.00 p.m 1A Jalan Bukit Kiara 1 60000 Kuala Lumpur .scomiengineering.com.my www 2 key financial highlights for the year ended 31 december 2007 Annual Report 2007 Sc omi Engineering Bhd Total Assets Shareholders’ Funds 2007 2007 rm601.8m rm395.2m Net Assets Per Share Net Tangible Assets 2007 2007 rm1.44 rm151.5m 136.3 208.7 323.9 368.8 16.0 25.1 28.3 42.4 nue (rm million) ve re net profit (rm million) net profit 20 20 20 20 20 20 20 20 04 05 06 07 04 05 06 07 NOTE www 2004 & : Unaudited pro forma financial results of the existing Scomi Engineering Bhd group of companies .scomiengineering.com.my 2005 (excluding that of Scomi Transportation Systems Sdn Bhd and its subsidiary companies) 2006 & : Audited financial results of the Scomi Engineering Bhd group of companies. The results include that of the disposed group 2007 (classified as discontinued operations). corporate legal structure as at 8 may 2008 3 Annual Report 2007 omi Engineering Bhd ENGINEERING BHD Sc SCOMI SCOMI SPECIAL SCOMI OMS OILFIELD SCOMI OMS OILFIELD TRANSPORTATION VEHICLES HOLDINGS SDN BHD SERVICES PTE LTD 1 5 SYSTEMS SDN BHD SDN BHD (SINGAPORE) 70% SCOMI OMS SCOMI COACH SCOMI TRADING SCOMI OMS SCOMI RAIL BHD2 OILFIELD SERVICES SDN BHD3 SDN BHD OILFIELD SERVICES SDN BHD ARABIA LTD* (SAUDI ARABIA) SCOMI COACH MARKETING SDN BHD4 95% SCOMI OMS OILFIELD SCOMI OMS OILFIELD SERVICES SCOMI OMS OILFIELD PT SCOMI OMS SERVICES LTD (AUSTRALIA) PTY LTD SERVICES (THAILAND) LTD OILFIELD SERVICES (BRITISH VIRGIN ISLAND) (AUSTRALIA) (THAILAND) (INDONESIA) NOTE 1. Formerly known as MTrans Transportation Systems Sdn Bhd. Public listed entity 2. Formerly known as MTrans Technology Berhad *Incorporated on 7 May 2008 3. Formerly known as MTrans Bus Sdn Bhd. i. Except as otherwise expressly stated, all companies in this structure 4. Formerly known as Potensi Serakan Sdn Bhd. are incorporated in Malaysia. 5. Formerly known as Scomi Sdn Bhd. ii. Except as otherwise expressly stated, all companies in this corporate structure are wholly owned by their respective holding companies. .scomiengineering.com.my www statement Chairman’s 4 Scomi Engineering Bhd www.scomiengineering.com.my Annual Report 2007 5 Annual Report 2007 omi Engineering Bhd Sc DATUK ZAINUN AISHAH BINTI AHMAD Chairman .scomiengineering.com.my www 6 chairman’s statement (cont’d.) Annual Report 2007 Sc omi Engineering Bhd dear stakeholder, “2007 was an important year for Scomi Engineering Bhd (“Scomi Engineering”, “the Group” or “the Company”), during which we strengthened our foundations to position the Company for future growth. We continued to enhance our core businesses and technology expertise as well as build capabilities in areas of high growth potential. In the meantime, our operations expanded and the Company posted record revenue and profits.” During the year, the Group acquired the expanded by 69 rigs to 3,098 rigs in 2007. The growth came on the back of the remaining interest in the urban There was also an estimated 10% increase strategic investments and acquisitions made transportation solutions business, successfully to USD213 billion in the spending for over the years as well as capacity unveiled the new generation SUTRA monorail drilling and production. (Source: Spears & expansion. Over the past three years, the and raised its business facility and capacity. Associates, Inc – March 2008). Company has recorded an impressive All these were carried out to sustain an average Compounded Annual Growth Rate improved and balanced business as well as Bank Negara Malaysia reported that the (“CAGR”) of 39% in revenue. provide unique expansion opportunities for domestic economy expanded by 6.3% in 2007 the Group. compared to 5.9% in the year before. Growth was fuelled by the services and construction Profits On behalf of the Board of Directors, I am sectors as well as by strong domestic demand. Net profit for the year under review delighted to present you the Annual Report After a contraction in 2006, production of increased by 50% to RM42.4 million from and Audited Financial Statements of Scomi crude oil (including condensates) and natural RM28.3 million recorded in 2006. The Engineering Bhd for the financial year ended gas rose during 2007. Thus ranking among growth was attributable to the exceptional 31 December 2007. the highest growth segments in the export- performance in the Machine Shop business oriented industries were Petroleum Products and the increased contribution from the Rail (including LNG). business. ECONOMIC AND INDUSTRY ENVIRONMENT FINANCIAL PERFORMANCE Dividend According to the World Bank, global In respect of the financial year ended economic growth eased to an estimated Revenue 31 December 2007, the Board of Directors 3.6% in 2007 from 3.9% in 2006. Oil prices Scomi Engineering’s revenue grew by 14% has proposed a first and final tax exempt continued to rise and touched record highs to RM368.8 million in 2007 compared to dividend of 5% per share, amounting to a for the third consecutive year in 2007. It RM323.9 million the year before. Energy dividend payable of approximately RM13.74 continued to rise and in April 2008 at close Engineering or the Machine Shop business million. The final dividend is subject to the www to USD120 per barrel, it was almost remained the primary contributor to approval of the Company’s shareholders at .scomiengineering.com.my doubling what it was the previous year. revenue at 63% followed by Logistics the forthcoming Annual General Meeting of As a consequence, global drilling activity, Engineering at 35%. the Company. measured in rig count, rose as well. The combined onshore and offshore activities 7 Annual Report 2007 omi Engineering Bhd Sc A final tax exempt dividend of 3% per share engineering business into the former Bell & Bank forecasts that the global economy will in respect of the financial year ended Order Berhad, a then PN17-status Bursa grow by 3.3%, marginally slower compared to 31 December 2006, amounting to RM8.23 Malaysia listed company, before the the estimated 3.6% growth in 2007. Growth million, was paid on 12 September 2007. subsequent re-listing of the injected will be fuelled by strong expansion in business as Scomi Engineering Bhd on developing countries and will compensate for 26 January 2006. The share premium the slowdown in the US economy. Growth for CORPORATE DEVELOPMENTS account has now been reduced to RM32.6 developing countries is expected to be million arising from this proposal which was reasonably strong for the next two years into Acquisition of additional equity interest in completed on 27 December 2007. 2009 due to China and India’s projected a Logistics Engineering business expansion as well as dynamic spending by On 3 April 2007, the Company acquired an Disposal of Scomi Transportation Solutions oil-exporting countries. additional 40% equity interest in Scomi Sdn Bhd (“SCOTS”) Transportation Systems Sdn Bhd (formerly On 31 March 2008, the Company completed Domestic Mtrans Transportation Systems Sdn Bhd) for the disposal of its 100% interest in the fleet Bank Negara Malaysia forecasts that the RM25 million and on 21 June 2007 management and car rental businesses under domestic economy will grow by 5.0% - 6.0% completed the acquisition of the remaining SCOTS, for RM3.8 million cash. The disposal of in 2008 compared to 6.3% growth in 2007. 9% equity interest in Scomi Transportation the non-core businesses was in line with Scomi Resilient domestic demand will support Systems Sdn Bhd, which then became a Engineering’s long term business strategy of growth whilst external demand is expected to wholly-owned subsidiary of the Company. focusing on the Energy and Logistics slow. The country’s increasingly diversified Engineering business. The disposal also helped export market means that it is now less Proposed Share Premium Reduction raise cash that will be utilised to fund dependent on the US and Japan compared to On 14 December 2007, the High Court of expansion plans that will provide better returns. the early 2000s. The outlook for strong Malaya approved the Company’s proposal to economic growth in Asian (excluding-Japan) reduce its share premium account by up to and other emerging markets will continue to RM35.9 million. Following the reverse PROSPECTS support the export sector. takeover of the Company by Scomi Group Bhd on 15 December 2005, the Company ECONOMIC OUTLOOK had an accumulated loss of RM35.9 million Global with a share premium amount of RM68.5 The world economy in 2008 is expected to be million. Scomi Group Bhd injected the weaker in comparison to 2007. The World .scomiengineering.com.my www (cont’d.) chairman’s statement statement chairman’s 8 Scomi Engineering Bhd www.scomiengineering.com.my Annual Report 2007 9 INDUSTRY OUTLOOK APPRECIATION Energy Engineering Industry I wish to thank our shareholders, the The sustained high crude oil price is regulatory authorities, our faithful Annual Report 2007 anticipated to lead towards an increase in customers, business partners, and omi Engineering Bhd Sc global oil and gas exploration, development financiers, for your belief in and support and production activities.