Scomi Engineering Bhd (111633-M) Level 17, 1 First Avenue Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan Malaysia Telephone +603 7717 3000 Facsimile +603 7728 5258 www.scomiengineering.com.my CONTENTS 002 041 Key Financial Highlights Audit and Risk Management Committee Report 003 Corporate Structure 044 Additional Information 004 Corporate Statement 045 Statement of Directors’ 005 Responsibility Corporate Information 048 008 Financial Statements Board of Directors 126 014 Analysis of Shareholdings Chairman’s Statement 129 018 List of Property Management Review of Operations 130 Corporate Directory 024 Corporate Social 131 Responsibility Notice of Annual General Meeting 028 Form of Proxy Statement on Corporate Governance 036 Statement on Risk Management and Internal Control Annual Report 2015 001 KEY FINANCIAL HIGHLIGHTS Revenue Total Assets (RM Million) (RM Million) 2015 2015 996.3 12 months 238.3 2014 2014 956.6 12 months 236.9 2013 15 months 450.3 2011 Earnings/(Loss) per share (Basic)(sen) 12 months 246.8 2015 2010 0.11 12 months 400.8 2014 (11.04) Net Prot/(Loss) (RM Million) Net Tangible Assets (RM Million) 2015 12 months 0.4 2015 110.7 2014 12 months (37.8) 2014 113.4 2013 15 months (21.1) 2011 12 months (81.6) Shareholders' fund (RM Million) 2010 12 months (11.2) 2015 269.7 2014 270.3 Prot/(Loss) Before Tax (RM Million) Net Assets per share (Attributable to owners of the Company)(sen) 2015 12 months (2.0) 2015 78.8 2014 12 months (34.6) 2014 79.0 2013 15 months (33.0) 2011 12 months (74.4) 2010 12 months (21.2) 002 Scomi Engineering Bhd CORPORATE STRUCTURE SCOMI ENGINEERING BHD British Virgin Islands India Malaysia Brazil Scomi OMS Oileld Urban Transit Urban Transit Servicos Services Ltd Pvt Ltd* Do Brasil Ltda ** Scomi Special Vehicles Scomi Transportation Scomi Transit Projects Sdn Bhd Systems Sdn Bhd Brazil Sdn Bhd Scomi Transit Projects Scomi Transit Projects Sdn Bhd Brazil (Sao Paulo) Sdn Bhd Scomi Trading Sdn Bhd Scomi Coach Sdn Bhd Scomi Rail Bhd Scomi Coach Marketing Sdn Bhd Notes: (i) Except as otherwise expressly stated, all companies in this structure are incorporated in Malaysia. (ii) Except as otherwise expressly stated, all companies in this structure are wholly owned by their respective holding companies. * includes 0.0004% held by Scomi Rail Bhd ** includes 1 quota (“share”) held by Scomi Rail Bhd Annual Report 2015 003 CORPORATE STATEMENT With a presence in 5 locations across 3 countries, the Scomi Engineering group of companies is a global technology enterprise in the energy and logistics industries. We are a global technology enterprise. We aim to realise potential for our stakeholders. Our global reach, capabilities and talent Our customers: provide us with the necessary resources to We will develop and offer customers innovative and develop and own new technology in all areas competitive products and services that help them grow of our business. their business. We focus on Energy & Logistics. Our shareholders: We are committed to providing long-term superior All our businesses are focused on the Energy returns to our shareholders. and/or Logistics sectors with the ability to compete globally. All of us in the Scomi family Our people: should remember that any new initiatives we We aim to provide our employees with developmental undertake will focus on these areas of business. opportunities so they can succeed on personal and professional levels. We provide innovative solutions. Our suppliers: We innovate to respond to an evolving We will treat our suppliers as our partners in the mutual environment. Our products and operations interest of business growth. meet today’s needs while anticipating tomorrow’s. We are committed to developing Our society / environment: competitive and innovative solutions to create As a good corporate citizen, we will give back to the efficiency, add value and grow with communities we operate in, worldwide. our customers to shape our future. 004 Scomi Engineering Bhd CORPORATE INFORMATION DIRECTORS REGISTRAR COMPANY SECRETARY Datuk Zainun Aishah Binti Ahmad (Chairman) Symphony Share Registrars Sdn Bhd Ong Wei Leng (MAICSA 7053539) YM Tunku Alizan Bin Raja Muhammad Alias Level 6, Symphony House Dato’ Ikmal Hijaz Bin Hashim Pusat Dagangan Dana 1 AUDITORS Shah Hakim @ Shahzanim Bin Zain Jalan PJU 1A/46, 47301 Petaling Jaya KPMG (AF 0758) Lee Chun Fai Selangor Darul Ehsan, Malaysia Chartered Accountants Tel : +603-7841 8000 Level 10, KPMG Tower Fax : +603-7841 8008 8, First Avenue, Bandar Utama AUDIT AND RISK MANAGEMENT 47800 Petaling Jaya COMMITTEE Selangor Darul Ehsan, Malaysia Dato’ Ikmal Hijaz Bin Hashim (Chairman) ADVOCATES & SOLICITORS YM Tunku Alizan Bin Raja Muhammad Alias Paul Ong & Associates PRINCIPAL BANKERS Unit No. B-2-8 NOMINATION AND REMUNERATION Block B 2nd Floor United Overseas Bank (Malaysia) Berhad COMMITTEE Megan Avenue 1 Menara UOB, Jalan Raja Laut Datuk Zainun Aishah Binti Ahmad (Chairman) No.189, Jalan Tun Razak P.O. Box 11212 YM Tunku Alizan Bin Raja Muhammad Alias 50400 Kuala Lumpur 50738 Kuala Lumpur, Malaysia Shah Hakim @ Shahzanim Bin Zain Malaysia Malayan Banking Berhad Skrine Menara Maybank OPTIONS COMMITTEE Unit No. 50-8-1, 8th Floor 100, Jalan Tun Perak Dato’ Ikmal Hijaz Bin Hashim (Chairman) Wisma UOA Damansara 50050 Kuala Lumpur, Malaysia Shah Hakim @ Shahzanim Bin Zain 50, Jalan Dungun Lee Chun Fai Damansara Heights OCBC Bank (Malaysia) Berhad 50490 Kuala Lumpur Menara OCBC Malaysia 18, Jalan Tun Perak REGISTERED OFFICE 50050 Kuala Lumpur, Malaysia Level 17, 1 First Avenue Rajah & Tann Singapore LLP Bandar Utama 9 Battery Road #25-01 Standard Chartered Bank Malaysia Berhad 47800 Petaling Jaya Straits Trading Building Standard Chartered Saadiq Berhad Selangor Darul Ehsan Singapore 049910 Menara Standard Chartered Malaysia 30 Jalan Sultan Ismail Tel : +603-7717 3000 Khaitan & Co. 50250 Kuala Lumpur, Malaysia Fax : +603-7728 5258 One Indiabulls Centre, 13th Floor, Tower 1 841 Senapati Bapat Marg Export-Import Bank of Malaysia Berhad Mumbai (Bombav) 400 013 Level 1, EXIM Bank ADMINISTRATIVE AND CORRESPONDENCE India Jalan Sultan Ismail ADDRESS 50250 Kuala Lumpur, Malaysia Level 17, 1 First Avenue Rajani, Singhania & Partners Bandar Utama Krishna Chambers 47800 Petaling Jaya 59 New Marine Lines STOCK EXCHANGE LISTING Selangor Darul Ehsan Mumbai 400020 Main Market of Bursa Malaysia Securities Berhad Malaysia India Stock Name : Scomien Tel : +603-7717 3000 Stock Code : 7366 Fax : +603-7728 5258 Trench, Rossi e Watanabe Advogados Website : www.scomiengineering.com.my Rua Arq. Olavo Redig de Campos Email : [email protected] 105 – 31st floor, EZ Towers Building CURRENCY Tower A, 04711-904 Ringgit Malaysia (RM) São Paulo - SP - Brasil Annual Report 2015 005 Driven by vision and conviction Driven by vision and conviction Board OF directors Datuk Zainun Aishah binti Ahmad Chairman, Independent Non-Executive Director Datuk Zainun Aishah, a Malaysian, aged 69, was appointed to the Board on 15 December 2005. She is also the Chairman of the Company’s Nomination and Remuneration Committee. Datuk Zainun Aishah graduated from University of Malaya with an Datuk Zainun Aishah was a Director of Tenaga Nasional Berhad, Kulim Hi- Honours Degree in Economics. Datuk Zainun Aishah began her career Tech Park and Malayan Banking Berhad. with Malaysian Industrial Development Authority (“MIDA”), the Malaysian government’s principal agency for the promotion and coordination of Currently Datuk Zainun Aishah’s other directorships in public companies industrial development in the country where she worked for 35 years. are, Degem Bhd, Berjaya Food Bhd, Shell Refinery Company (Federation of In her years of service, she held various key positions in MIDA as well Malaya) Bhd and British American Tobacco (Malaysia) Berhad. as in some of the country’s strategic council, notably her pivotal role as National Project Director in the formulation of Malaysia’s first Industrial Datuk Zainun Aishah attended all six (6) Board Meetings held during the Master Plan. She was the Director-General of MIDA for 9 years and Deputy financial year ending 31 March 2015. Director-General for 11 years. YM Tunku Alizan bin Raja Muhammad Alias Independent Non-Executive Director YM Tunku Alizan bin Raja Muhammad Alias, a Malaysian, aged 49 was appointed to the Board as an Independent Non-Executive Director on 20 August 2014. He was appointed as a member of the Audit and Risk Management Committee and the Nomination and Remuneration Committee on 11 November 2014. YM Tunku Alizan holds a LLM in Construction Law from the University of YM Tunku Alizan is also a Director of KUB Malaysia Berhad, a public listed Bristol and LLB (Hons) University of Malaya. In 1991, he was admitted as company. an Advocate & Solicitor of the High Court of Malay and in 1999 together with Dato’ Zulkifly bin Rafique and several other partners formed Zul YM Tunku Alizan attended all three (3) Board Meetings of the Company Rafique & Partners. since his appointment in August 2014 for the financial year ending 31 March 2015. He has been exposed to a wide range of legal experience in his 23 years post-qualification, specializing in the areas of Corporate and Construction Law. He is also a qualified company secretary and is a joint company secretary of a public listed company in Malaysia. He is currently sits on the board of nine (9) private companies. 008 Scomi Engineering Bhd Dato’ Ikmal Hijaz bin Hashim Independent Non-Executive Director Dato’ Ikmal Hijaz bin Hashim, a Malaysian, aged 62 was appointed to the Board as an Independent Non-Executive Director on 29 October 2013. Dato’ Ikmal is the Chairman of the Audit and Risk Management Committee (“ARMC”) and the Options Committee. He also performed the role of a Senior Independent Director. Dato’ Ikmal graduated with a Bachelor of Arts with Honours from Dato’ Ikmal was also appointed as President of the Property Division of University Malaya.