cycle & carriage bintang berhad annual report 2011 · margin kasar yang lebih rendah dan...

Annual Report

Company No. 7378-D

Cycle & Carriage Bintang Berhad

2011

CONTENTS

1 Financial Calendar

2 Financial Highlights

3 Corporate Profi le

3 Corporate Information

4 Chairman’s Statement

4 Penyata Pengerusi

5 Board of Directors

7 Corporate Governance Statement

11 Statement of Internal Control

13 Audit Committee Report

14 Audit Committee Terms of Reference

16 Additional Compliance Information

16 Statement of Directors’ Responsibility

for Preparing the Financial Statements

17 Statutory Financial Statements

65 Five-Year Summary

66 Financial Charts

67 Group Properties

68 Shareholding Statistics

70 Notice of Annual General Meeting

74 Statement Accompanying Notice

of Annual General Meeting

Proxy Form

1Cycle & Carriage Bintang Berhad Annual Report 2011 1Cycle & Carriage Bintang Berhad Annual Report 2011 A member of the Jardine Cycle & Carriage Group

FINANCIAL CALENDAR

FINANCIAL YEAR ENDED 31 DECEMBER 2011Announcement of Results:

– fi rst quarter 20 April 2011

– second quarter 25 July 2011

– third quarter 28 October 2011

– fourth quarter 16 February 2012

Issue of Annual Report 29 March 2012

2012 Annual General Meeting 20 April 2012

Entitlement to 2011 fi nal dividend 30 April 2012

Payment of 2011 fi nal dividend 25 May 2012

FINANCIAL YEAR ENDING 31 DECEMBER 2012Proposed Dates for Announcement of Results:

– fi rst quarter 20 April 2012

– second quarter 23 July 2012

– third quarter 31 October 2012

– fourth quarter 25 February 2013

2 Cycle & Carriage Bintang Berhad Annual Report 2011

FINANCIAL HIGHLIGHTS

• Vehicle unit sales rose 19%

• Earnings from Mercedes-Benz trading operations stable

RESULTS

Financial year ended 31 December 2011 2010 Change

RM’000 RM’000 %

Revenue 677,962 589,246 15

Net profi t:

(a) Mercedes-Benz operations 15,392 15,547 (1)

(b) Dividend income from Mercedes-Benz Malaysia 11,229 11,229 0

26,621 26,776 (1)

Net profi t attributable to shareholders 26,621 26,776 (1)

Sen Sen

Earnings per share 26.42 26.58 (1)

Dividend per share 10 10 0

As at 31 December 2011 2010

RM’000 RM’000

Shareholders’ funds 191,481 176,081 9

RM RM

Net assets per share 1.90 1.75 9

3Cycle & Carriage Bintang Berhad Annual Report 2011

CORPORATE PROFILE

CORPORATE INFORMATION

Cycle & Carriage Bintang, a member of the Jardine Cycle & Carriage Group, is listed on Bursa Malaysia. It is the largest dealer

of Mercedes-Benz vehicles in Malaysia, involved in both retail and after-sales service.

Jardine Cycle & Carriage (“JC&C”) is a leading Singapore-listed company and a member of the Jardine Matheson Group. It has

an interest of just over 50% in Astra, a premier listed Indonesian conglomerate, as well as other motor interests in Southeast

Asia. Together with its subsidiaries and associates, JC&C employs some 182,000 people across Indonesia, Malaysia, Singapore

and Vietnam.

BOARD OF DIRECTORSBenjamin William Keswick * Chairman

(Alternate: Chiew Sin Cheok) #

Datuk Syed Tamim Ansari

bin Syed Mohamed Deputy Chairman

Tan Sri Dato’ Sulaiman bin Sujak

Cheah Kim Teck

(Alternate: Ho Yeng Tat)

Vimala Menon

AUDIT COMMITTEEVimala Menon Chairman


Cheah Kim Teck

REMUNERATION COMMITTEEBenjamin William Keswick * Chairman


Vimala Menon

NOMINATION COMMITTEETan Sri Dato’ Sulaiman bin Sujak Chairman

Benjamin William Keswick *

Vimala Menon

SECRETARIESYeap Kok Leong

Oh Swee Chin

AUDITORSPricewaterhouseCoopers

Chartered Accountants

REGISTRARTricor Investor Services Sdn. Bhd.

Level 17, The Gardens North Tower

Mid Valley City

Lingkaran Syed Putra

59200 Kuala Lumpur

Telephone: 03-2264 3883

Facsimile: 03-2282 1886

REGISTERED OFFICE Level 18, The Gardens North Tower

Mid Valley City


59200 Kuala Lumpur

Telephone: 03-2264 8888

Facsimile: 03-2282 2733

WEBSITE

www.ccb.com.my

* Mr. Benjamin William Keswick will step down as the Non-Independent Non-Executive Chairman, Chairman of the Remuneration Committee and

member of the Nomination Committee with effect on 31 March 2012. He will be succeeded by Mr. Alexander Newbigging with effect from 1 April 2012.

# Mr. Chiew Sin Cheok will resign as the alternate director for Mr. Benjamin William Keswick with effect on 31 March 2012 and has been appointed as

the alternate director for Mr. Alexander Newbigging with effect from 1 April 2012.


CHAIRMAN’S STATEMENT

PENYATA PENGERUSI

OVERVIEWCompetition in the premium automotive market remained

intense throughout 2011, particularly in the last quarter.

Nevertheless, the Group did well to increase its unit sales,

albeit at lower gross margins.

PERFORMANCE The Group’s revenue for the year ended 31 December 2011

grew by 15% to RM678.0 million. Net profi t was stable at

RM26.6 million as higher sales were offset by lower gross

margins and reduced non-recurring income. Earnings per

share were stable at 26.42 sen.

Despite the competitive trading environment, the Group

managed to increase its sales of Mercedes-Benz passenger

cars by 19%, assisted largely by the consolidation of Lowe

Motors from May 2011. Lowe Motors, which is the authorised

dealer for Mercedes-Benz vehicles in Penang, has integrated

well into the Group.

The Board is recommending a fi nal dividend of 5 sen per

share which, together with the interim dividend, will give a

total dividend of 10 sen per share for the year.

PEOPLEOn 31 March 2012, I will retire as Chairman of the Board and

be succeeded by Alex Newbigging.

I would like to thank all our staff for their dedication and

hard work during these challenging times. I also wish to

thank our customers, shareholders and business partners for

their continuous support.

PROSPECTSWhile 2012 is expected to be a diffi cult year given the

poor global economic climate and competition in the local

market, the Group’s strong underlying business and sound

balance sheet leaves it well-placed to face the challenges

ahead.

Ben Keswick Chairman

15 February 2012

TINJAUAN MENYELURUHPersaingan dalam pasaran automotif premium kekal sengit

sepanjang tahun 2011, khususnya pada suku tahun terakhir.

Namun begitu, Kumpulan berjaya meningkatkan jualan

unitnya, walaupun pada margin kasar yang lebih rendah.

PRESTASIHasil Kumpulan bagi tahun berakhir 31 Disember 2011

meningkat sebanyak 15% kepada RM678.0 juta. Keuntungan

bersih berada di paras stabil sebanyak RM26.6 juta

disebabkan oleh jualan lebih tinggi yang diimbangi oleh

margin kasar yang lebih rendah dan pendapatan tidak

berulang yang berkurangan. Pendapatan sesaham pula

stabil sebanyak 26.42 sen.

Walaupun berhadapan dengan persekitaran perdagangan

yang kompetitif, namun Kumpulan berjaya meningkatkan

jualan kereta penumpang Mercedes-Benz sebanyak 19%,

sebahagian besarnya dibantu oleh penyatuan Lowe Motors

mulai dari bulan Mei 2011. Lowe Motors yang merupakan

wakil jualan sah kenderaan Mercedes-Benz di Pulau Pinang,

telah berjaya diintegrasikan dengan baik ke dalam Kumpulan.

Lembaga Pengarah mengesyorkan dividen akhir sebanyak

5 sen sesaham yang mana, berserta dengan dividen interim,

akan menghasilkan jumlah dividen sebanyak 10 sen

sesaham bagi tahun ini.

KAKITANGANSaya akan bersara daripada jawatan Pengerusi Lembaga

Pengarah pada 31 Mac 2012 dan akan digantikan oleh Alex

Newbigging.

Saya ingin mengucapkan ribuan terima kasih kepada

semua kakitangan atas dedikasi dan kesungguhan mereka

sepanjang tempoh yang begitu mencabar ini. Saya juga

ingin menyampaikan ucapan penghargaan kepada para

pelanggan, pemegang saham dan rakan kongsi atas

sokongan mereka yang berterusan.

PROSPEKSungguhpun tahun 2012 dijangka bakal menjadi tahun yang

sukar memandangkan iklim ekonomi global yang tidak

memberangsangkan dan persaingan sengit dalam pasaran

tempatan, namun perniagaan asas Kumpulan yang kukuh

dan kunci kira-kira yang teguh akan memastikan Kumpulan

berada di kedudukan yang mantap untuk mengharungi

segala cabaran akan datang.

Ben Keswick Pengerusi

15 Februari 2012


BOARD OF DIRECTORS

Benjamin William KeswickChairman (Outgoing)

Mr. Ben Keswick, aged 39, a British citizen, joined the

Board on 1 April 2007 as a Non-Independent Non-Executive

Director. He became Chairman of the Board on 25 April

2008. He is also Chairman of the Remuneration Committee

and a member of the Nomination Committee. He is the

Group Managing Director of the Jardine Cycle & Carriage

Group. He has been with Jardine Matheson Holdings Ltd

since 1998, most recently as the Chief Executive Offi cer

and before that the Finance Director of Jardine Pacifi c,

which represents a number of Jardine Matheson Holdings

Ltd’s non-listed interests in a range of industry sectors.

He is a Director of Jardine Matheson Holdings Ltd, Jardine

Matheson Ltd and OHTL Public Company Ltd. He is also a

Commissioner of PT Astra International Tbk and the Vice

President Commissioner of PT United Tractors Tbk.

Mr. Ben Keswick graduated from Newcastle University with

a Bachelor of Science degree in Agricultural Economics

and Food Marketing and obtained a Master of Business

Administration from INSEAD.

Mr. Ben Keswick will cease to act as the Company Chairman,

Chairman of the Remuneration Committee and member of

the Nomination Committee on 31 March 2012 to take up a

senior position within Jardine Matheson Group.

Alexander NewbiggingChairman (Incoming)

Mr. Newbigging, aged 39, a British citizen, has been

appointed to the Board with effect from 1 April 2012 as a

Non-Independent Non-Executive Director and Chairman of

the Board. He will also act as Chairman of the Remuneration

Committee and member of the Nomination Committee

with effect from 1 April 2012. In addition, he has been

appointed as Group Managing Director of Jardine Cycle &

Carriage Group with effect from 1 April 2012. He has been

employed by Jardine Matheson since 1995 in a variety of

roles, spanning the fi elds of business process outsourcing,

aviation services, retailing and engineering, and over this

period was based in the Philippines, Australia, Malaysia and

Hong Kong. He is currently the Chief Executive of Jardine

Engineering Corporation and before that, General Manager

of IKEA Hong Kong. Mr. Newbigging graduated from the

University of Edinburgh with a Master of Arts (Honours)

degree in mental philosophy and has completed the General

Management Program at the Harvard Business School.

Datuk Syed Tamim Ansari bin Syed MohamedDeputy Chairman

Datuk Syed Tamim, aged 64, a Malaysian, joined the Board

on 1 January 2010 as a Non-Independent Non-Executive

Director. He was appointed as Deputy Chairman on the

same date. He is currently the Group Country Chairman

of Jardine Matheson Group of Companies in Malaysia and

Principal Consultant of ST&H Consultancy Services Sdn Bhd,

a private company he established soon after his

retirement in 2007. He was a Board member of Maybank

Berhad until September 2009, Minetech Resources Berhad

until July 2010 and Integrax Berhad until January 2011.

He has worked for more than 38 years in both public and

private sectors. After obtaining his Economics Honours

degree from the University of Malaya in 1972, he served the

Administrative and Diplomatic Service until 1981. During his

tenure with the government, he was sponsored to do his

MBA which he obtained from the University of Oregon.

He left the government to join PERNAS Group of Companies

for 5 years. In 1986, he joined Sime Darby Berhad (“Sime”).

In the 20 years stint with Sime, he headed various Divisions;

Trading, Manufacturing, Oil and Gas, Engineering,

Automotive, Tyres, Healthcare and Plantations. Before he

retired in July 2007, he headed the team that wrote and

completed the Northern Corridor Economic Blueprint

for the Government of Malaysia. He was trained in Japan,

Australia and Harvard Business School which were all

sponsored by Sime.

Tan Sri Dato’ Sulaiman bin Sujak Tan Sri Dato’ Sulaiman, aged 78, a Malaysian, joined

the Board as an Independent Non-Executive Director

on 24 February 2003 and was appointed Chairman of

the Nomination Committee and a member of the Audit

Committee and Remuneration Committee on 26 April 2008.

He has been with HSBC Bank Malaysia Berhad since 1989

and was an Executive Director and Advisor from January

1994 to March 2004. He is now a Non-Executive and

Independent Director of HSBC Bank Malaysia Berhad.

A graduate of Royal Air Force College, Cranwell, England,

Tan Sri Dato’ Sulaiman served both the Royal Air Force and

the Royal Malaysian Air Force and was the fi rst Malaysian

Air Force Chief. He was an Advisor (now known as Assistant

Governor) of Bank Negara Malaysia and was the Commercial

Director of Kumpulan Guthrie Berhad. He was also the

Deputy Chairman of Malaysian Airline System Berhad for

24 years. He also sits on the board of FACB Industries

Incorporated Berhad and Nationwide Express Courier

Services Berhad.


BOARD OF DIRECTORS

Cheah Kim TeckMr. Cheah, aged 60, a Singaporean, joined the Board on

2 February 2005 as a Non-Independent Non-Executive Director.

He was appointed a member of the Audit Committee on

26 April 2008. He is the Chief Executive Offi cer of the

Jardine Cycle & Carriage Group’s motor operations excluding

those held by PT Astra International Tbk. In this capacity,

he oversees the group’s motor operations in Singapore,

Malaysia and Vietnam. He is a director of Jardine Cycle

& Carriage Limited and also a Commissioner of PT Tunas

Ridean Tbk. He sits on the boards of Trek 2000, Mapletree

Logistics Trust Management Ltd and Tote Board and is

the Deputy Chairman of the Singapore Sports Council and

a management committee member of the Singapore Turf

Club. Prior to joining the group, he has held several senior

marketing positions in multinational companies, namely

McDonald’s Restaurant, Kentucky Fried Chicken and Coca-

Cola. He holds a Master of Marketing degree from the

University of Lancaster, United Kingdom.

Vimala MenonMs. Vimala Menon, aged 57, a Malaysian, joined the Board

on 26 April 2008 as an Independent Non-Executive Director

and was appointed Chairman of the Audit Committee on

the same date. She is also a member of the Nomination

Committee and the Remuneration Committee. Ms. Menon,

a Chartered Accountant, is an Associate Member of Institute

of Chartered Accountants in England and Wales and a

member of the Malaysian Institute of Accountants. She

was the Director - Finance & Corporate Affairs of Proton

Holdings Berhad from 2008 to 2009 and before that the

Executive Director Finance & Corporate Services of EON

Berhad from 1984 to 2007 and has served on the boards

of EON Berhad from 1990 to 2006 and EON Bank Berhad

from 1994 to 2004. She also served on the boards of

Jardine Cycle & Carriage Limited from 1994 to 2003 and PT

Astra International Tbk from 2000 to 2003. She is currently

a Director of Petronas Chemicals Group Berhad, Petronas

Dagangan Berhad, Prince Court Medical Centre Sdn Bhd and

Destination Resorts and Hotels Sdn Bhd.

Chiew Sin CheokMr. Chiew, aged 50, a Malaysian, is an alternate director

to Mr. Ben Keswick since 26 April 2008. He joined Jardine

Cycle & Carriage Limited as Group Finance Director on

1 November 2006. He has worked for the Jardine Matheson

Group since 1993 where he has held various senior fi nance

positions, prior to which he worked for Schroders and

Pricewaterhouse, both in London. He is a Commissioner

of PT Astra International Tbk and PT Astra Otoparts Tbk,

Vice President Commissioner of PT Astra Agro Lestari Tbk

and a member of the Audit and Advisory Committees of PT

Tunas Ridean Tbk. Mr. Chiew graduated from the London

School of Economics and Political Science with a Bachelor

of Science (Economics) degree and obtained a Masters in

Management Science degree from the Imperial College of

Science and Technology, London. He is a member of the

Institute of Chartered Accountants in England and Wales

and has completed the Advanced Management Program

at the Harvard Business School. Mr. Chiew is on the Board

of Governors of the Keswick Foundation, a charitable body

in Hong Kong.

Ho Yeng TatMr. Ho, aged 56, a Singaporean, became the alternate

director to Mr. Cheah Kim Teck on 26 April 2008. He has

been with Jardine Cycle & Carriage Limited since 1984 and

is now the Group Company Secretary as well as Director

of Group Corporate Affairs. He holds an LLB (Hons) degree

and MBA from the National University of Singapore. He is

also a graduate of the Association of Chartered Certifi ed

Accountants, United Kingdom.

Wong Kin FooMr. Wong, aged 45, a Malaysian, is the Chief Executive

Offi cer (“CEO”) of Cycle & Carriage Bintang Berhad (“CCB”),

and is responsible for CCB Group’s motor operations in

Malaysia. He has been with CCB Group since 1996 and

last held the position of Chief Operating Offi cer. Mr. Wong

is an Associate Chartered Management Accountant, United

Kingdom and is also a member of the Malaysian Institute

of Accountants. Mr. Wong held 3,000 ordinary shares of

RM1.00 each in CCB as at 29 February 2012.

None of the directors and CEO have any family relationships with any directors and/or substantial shareholders; any confl ict of interest with the

Company and any convictions for offences within the past 10 years other than traffi c offences.


CORPORATE GOVERNANCE STATEMENT

The Board of Directors fully support the recommendations

of the Malaysian Code on Corporate Governance (“Code”)

which sets out the broad principles for good corporate

governance and best practices for listed companies.

The Board is committed to apply the recommendations

of the Code to ensure that good corporate governance is

practiced throughout the Group to effectively discharge its

responsibilities to protect and enhance shareholders’ value.

The Company has in place a Board Charter that sets out,

among others, the responsibilities, authorities, procedures

and structures of the Board and Board Committees as well

as the relationship between the Board with its management

and shareholders.

Set out below is a statement of how the Group has applied

the principles of the Code. The Board confi rms that the

Group has complied with the best practices in the Code

throughout the fi nancial year ended 31 December 2011.

A. DIRECTORS

The Board of DirectorsThe Board has overall responsibility for the strategic

direction of the Group. The Board meets regularly

to review corporate strategies, operations and the

performance of business units within the Group.

All Board members bring an independent judgement

to bear on issues of strategy, performance, resources

and standards of conduct.

MeetingsDuring the fi nancial year ended 31 December 2011, four

Board meetings were held. Set out below is the record

of attendance of the Board members:

Directors Designation Attendance

Benjamin

William Keswick

Chairman and

Non-Independent

Non-Executive Director

4/4

Datuk Syed Tamim

Ansari bin Syed

Mohamed

Deputy Chairman and

Non-Independent


4/4

Tan Sri Dato’

Sulaiman bin

Sujak

Independent


4/4

Cheah Kim Teck Non-Independent


4/4

Vimala Menon Senior Independent


4/4

Board Committees The Board has delegated specifi c responsibilities to

three Board Committees, namely the Audit, Remuneration

and Nomination Committees. These Committees have

the authority to deal with particular issues and report

to the Board with their recommendations, if any. The

ultimate responsibility for the fi nal decision on the

recommendations lies with the entire Board.

Board BalanceThe Board currently has fi ve members, comprising two

Independent Non-Executive Directors and three Non-

Independent Non-Executive Directors. Together, the

Directors bring a wide range of business and fi nancial

experience relevant to the direction and objectives of

the Group. A brief description of the background of each

Director is presented on pages 5 to 6.

A clear division of responsibility between the Chairman

and the CEO exists to ensure a balance of power

and authority. Formal position descriptions for the

Chairman and the CEO outlining their respective roles

and responsibilities are set out in the Board Charter.

In the event that the Group does not have CEO, the

Chief Operating Offi cer (“COO”) or such other person

appointed by the Board shall have overall charge of the

Group to the extent determined by the Board.

The composition of the Board is further balanced by

the presence of Independent Non-Executive Directors.

Although all Directors have equal responsibility for

the Group’s business directions and operations, the

role of these Independent Non-Executive Directors is

particularly important in ensuring that the strategies

proposed by the management are fully discussed and

evaluated, having considered the long term interests of

all interested parties, including shareholders, employees,

customers, suppliers and the community as a whole.

Vimala Menon, who is the Chairman of the Audit

Committee, acts as the Senior Independent Non-

Executive Director. Any concerns with regards to the

Group may be conveyed to her.

The interests of major shareholders and minority

shareholders are refl ected in the Board composition.


Supply of InformationManagement is duty bound to furnish the Board with

all material information for the Board to discharge

its responsibilities. In order for the Board to function

effectively, matters for the Board’s consideration are

presented to all the Directors with suffi cient time to

enable the Directors to examine the issues and to obtain

further explanation where necessary. As a general rule,

Board papers are circulated for the Directors’ review at

least fi ve days prior to any scheduled Board meeting.

The Board papers include, among others, the following:

• Minutes of previous Board meeting

• Minutes of meetings of Committees of the Board

• Directors’ Circular Resolutions

• Monthly performance report of the Group

• Operational matters

• Financial matters

• Funding requirements

• Business strategy matters

• Project papers

There is a schedule of matters reserved specifi cally for

the Board’s decision, including the approval of corporate

plans and budgets, acquisition and disposal of major

assets, major investments, changes to the management

and control structure of the Group and issues in respect

of key policies, procedures and authority limits.

The Board has also approved a procedure for Directors,

whether as a full Board or in their individual capacity,

to take independent advice, where necessary, at the

Group’s expense in furtherance of their duties.

All Directors have access to the advice and services of

the Company Secretary.

Appointments to the BoardThe Code endorses, as good practice, a formal procedure

for appointments to the Board, with a Nomination

Committee making recommendations to the Board.

The Code, however, states that this procedure may

be performed by the Board as a whole, although,

as a matter of best practice, it recommends that this

responsibility be delegated to a committee.

The Board has adopted the best practice and the

Nomination Committee has been given the responsibility

to recommend new appointments to the Board.

Nomination CommitteeThe present members of the Nomination Committee are:

• Tan Sri Dato’ Sulaiman bin Sujak (Chairman)

• Benjamin William Keswick

• Vimala Menon

This Committee met once during the fi nancial year. The

meeting was attended by all members. All the members

of this Committee are Non-Executive Directors and the

majority is independent including the Chairman of the

Committee.

The primary function of the Nomination Committee is to

recommend to the Board candidates for directorships of

the Company and its subsidiaries and Directors to fi ll the

seats on Board Committees.

In addition, the Nomination Committee assesses the

effectiveness of the Board, Board Committees and

contributions of each individual Director as well as the

CEO. It also ensures an appropriate framework and plan

for Board and management succession for the Group.

The Nomination Committee reviews annually and

recommends to the Board the structure, size, balance

and composition of the Board and Board Committees.

This requires a review of the required mix of skills

and experience including core competencies which

Non-Executive Directors should bring to the Board and

other qualities for the Board to function effectively and

effi ciently. The Company Secretary will ensure that all

appointments are properly made and that legal and

regulatory obligations are met.

Policy on External AppointmentsThe Group recognises that its Directors may be invited to

become directors of other companies and that exposure

to other organisations can broaden the experience and

knowledge of its Directors which will benefi t the Group.

Directors are therefore at liberty to accept other board

appointments so long as the appointment is not in

confl ict with the business of the Group and does not

adversely affect the Directors’ performance as a member

of the Board. All such appointments must fi rst be discussed

with the Chairman of the Board before being accepted.

Directors’ TrainingAs an integral part of the process of appointing new

Directors, the Nomination Committee ensures that

there is an orientation programme for new Board

members to familiarise themselves with the Company’s

businesses, their roles and responsibilities. From time

to time, Directors also receive further training on

developments which may have a bearing on their duties

and contribution to the Board, from professional bodies,

regulatory institutions and corporations.

In their effort to keep abreast with the changes in

the industry, legislation and regulations affecting the

Company, the Directors have in course of the year

attended briefi ngs, conferences or discussions on

various topics such as fi nancial reporting, economy,

governance, tax and strategic planning, including the

following:



• Singapore Perspectives 2011, covering topics on

economy, attributes of a global city and corporate

social responsibility

• Jardine Matheson: Group Legal Briefi ng on UK Bribery

Act 2010 & its impact on Jardine business

• IPS Corporate Associates’ talk by Ms Margaret

Heffernan on “Overcoming Wilful Blindness in

Business”

• Corporate Governance and Boardroom Issues in

Challenging Times

• Vietnam: Rising Star once more:

- The economic outlook

- The political & policy outlook

- The Business & Investor Perspective

• CEO Forum: Strategies for retaining key staff

• Corporate Tax Issues and Planning

• Asian Economies

• Malaysia transformed? In conversation with Idris Jala

Re-election and Appointment of DirectorsIn accordance with Article 103 of the Company’s Articles

of Association (“AA”), all Directors who are appointed

by the Board during the year are subject to election by

shareholders at the Annual General Meeting following

their appointment. Article 98 of the Company’s AA also

provide that at least one third of the remaining Directors

be subject to re-election by rotation at each Annual

General Meeting and all Directors are to offer themselves

for re-election once every three years.

B. DIRECTORS’ REMUNERATION The Company is guided by the objectives as

recommended by the Code to determine the

remuneration for Directors. Remuneration packages of

management are structured so as to link rewards to the

achievement of corporate and individual performance.

In the case of Non-Executive Directors, the level of

remuneration refl ects the level of responsibilities

undertaken by such Directors.

Remuneration ProcedureThe Remuneration Committee recommends to the

Board the framework of executive remuneration and its

cost, including the remuneration package for the CEO.

The Remuneration Committee also recommends the

framework of fees payable to Non-Executive Directors.

The Remuneration Committee may draw on the expertise

of consultants before making recommendations to the

Board. The fi nal decision on any remuneration package

offered to the CEO and the fees payable to Non-Executive

Directors are the responsibility of the entire Board.

Remuneration CommitteeThe present members of the Remuneration Committee are:

• Benjamin William Keswick (Chairman)

• Tan Sri Dato’ Sulaiman bin Sujak

• Vimala Menon

The Remuneration Committee had two meetings during

the fi nancial year which were attended by all members.

All the members of this Committee are Non-Executive

Directors and the majority is independent.

Remuneration PackageThe remuneration packages of Directors and

management are as follows:

(i) Basic SalaryThe Remuneration Committee recommends the

basic salary of the CEO after having considered his

performance. In the evaluation process, consideration

is given to the salary scales for similar jobs in the

industry.

(ii) Directors’ FeesDirectors’ fees are only payable to Non-Executive

Directors. The Remuneration Committee recommends

the framework of Directors’ fees to the Board.

The fees structure is determined after a study of

comparable organisations’ practices or available

professional studies/surveys as well as the level of

responsibilities involved.

Non-Executive Directors receive annual fi xed fees

based on the tenure of directorship and attendance

fees based on attendances at Board and Board

Committee meetings. The fees are paid quarterly in

arrears.

(iii) Bonus SchemeThe Group operates a bonus scheme for all employees,

including the CEO. The qualifi cation and eligibility

for the scheme is linked to the performance of the

Group’s business activities and an assessment of the

employees’ performance and contribution. The CEO’s

bonus is dependent on the level of profi t achieved

for the Group’s business activities against targets,

together with an assessment of his performance during

the year. Bonus payable to him is reviewed by the

Remuneration Committee and approved by the Board.

(iv) Benefi ts in KindOther customary benefi ts (such as car, driver, club

membership, allowances, etc.) are made available as

appropriate.

(v) Retirement Benefi tsContributions are made to the Employees Provident

Fund, the national mandatory defi ned contribution

plan, in respect of the CEO. The rate of contribution

is above the mandatory requirement in accordance

with the Group’s employment scheme, available to all

executive employees.

(vi) Service ContractThere is currently no service contract with any Director.


Directors’ RemunerationDirectors’ fees of RM338,000 were paid to the fi ve

Non-Executive Directors for the fi nancial year ended

31 December 2011. The number of Directors whose

remuneration fell within bands of RM50,000 is as

follows:

Range of remuneration Number of Non-Executive Directors

Less than RM50,000 1

RM50,000 – RM100,000 4

C. SHAREHOLDERS The board recognises the importance of maintaining an

effective communications policy that enables both the

Board and the Management to communicate effectively

with investors, stakeholders and general public.

Dialogue between the Company and InvestorsThe Company adheres strictly to the disclosure

requirements under the Main Market Listing

Requirements of Bursa Malaysia Securities Berhad.

Results of the Group are announced quarterly to Bursa

Malaysia Securities Berhad via BursaLink. In addition,

material transactions and events are also announced

accordingly.

Investor relations within the Company can be viewed on

the Company’s website at www.ccb.com.my .

Annual General MeetingAt each Annual General Meeting, the Board presents the

performance of the business. The Chairman, CEO and

other Directors are available to respond to shareholders’

questions during the meeting.

Items of special business included in the notice of

Annual General Meeting will be accompanied by a full

explanation of the effects of a proposed resolution.

Separate resolutions are proposed for separate issues

at the meeting and the Chairman declares the number of

proxy votes received both for and against each separate

resolution where appropriate.

D. ACCOUNTABILITY AND AUDIT

Financial ReportingIn presenting the annual fi nancial statements to

shareholders and the announcements of quarterly

fi nancial results, the Board aims to present a balanced

assessment of the Group’s position and prospects.

Internal ControlThe Board acknowledges its responsibility for the

Group’s system of internal controls which covers fi nancial

control, operational and compliance controls as well as

risk management.

The Statement on Internal Control furnished on pages

11 to 12 of the Annual Report provides an overview of

the state of internal controls within the Group.

Relationship with External AuditorsKey features underlying the relationship of the Audit

Committee with External Auditors are included in the

Audit Committee’s terms of reference as detailed on

pages 14 to 15 of the Annual Report.

A summary of the activities of the Audit Committee

during the year are set out in the Audit Committee

Report on page 13 of the Annual Report.

E. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) The Group’s CSR efforts in 2011 focused mainly on

employees’ well-being and the community. The CSR

activities undertaken in 2011 were as follows:

(i) Long Service Awards and Academic Excellence Awards During the year, the Group continued with the Long

Service Awards and Academic Excellence Awards

Presentation. The Long Service Awards presentation

recognises the contribution and loyalty of employees

within the Group. The Academic Excellence Awards

Presentation encourages and recognises the

academic excellence of the children of the Group’s

employees.

(ii) Team Building activitiesTeam Building activities were held during the year

to foster better relationship and teamwork among

employees of the Group.

(iii) Fund raising activity and donationThe Group held a fund raising activity for the

National Cancer Society of Malaysia (“NCSM”)

during its road show at Bangsar Shopping Centre.

In addition, the Group also made fi nancial contribution

to support NCSM’s education, care, support, subsidy

and maintenance programmes for their 5 centres

namely, Women’s Cancer Detection Centre, Nuclear

Medicine Centre, Resource and Wellness Centre,

Cancer Treatment Centre and Children’s Home of Hope.



IntroductionThe preparation of this statement is in compliance with

paragraph 15.26(b) of the Main Market Listing Requirements

of Bursa Malaysia Securities Berhad (“BMSB”) which

requires the Board of Directors of public listed companies to

include in its Annual Report a “statement about the state of

internal control of the listed issuer as a group”. The Board

is committed to maintaining sound internal control in the

Group and is pleased to provide the following Statement of

Internal Control for the fi nancial year ended 31 December

2011.

ResponsibilityThe Board of Directors recognises the importance of

sound internal controls and risk management practices to

good corporate governance. The Board affi rms its overall

responsibility for the Group’s systems of internal controls

and risk management, and for reviewing the adequacy and

effectiveness of the internal control and risk management

systems. It should however be noted that such systems of

internal controls and risk management are only designed

to manage rather than totally eliminate the risk of failure

to achieve business objectives. Accordingly, such systems

can only provide reasonable rather than absolute assurance

against material losses, misstatements or other signifi cantly

adverse consequences.

Risk Management FrameworkThe Group has in place a formal risk management process

to identify, evaluate and manage signifi cant risks impacting

the Group. The process is supported by policies as well

as detailed procedures, methodologies, evaluation criteria

and documentation requirements to ensure clarity and

consistency of application across the Group.

STATEMENT OF INTERNAL CONTROL

The process requires management to comprehensively

identify and assess all types of risks in terms of likelihood,

velocity and magnitude of impact as well as to identify and

evaluate the adequacy and application of mechanisms in

place to manage, mitigate, avoid or eliminate these risks.

The process encompasses assessments and evaluations

at business unit process level before being examined on a

Group perspective.

At least once a year, a written report is presented to the

Audit Committee on the signifi cant risks impacting the

Group and the measures taken by the management to

address such risks. The report will also highlight residual

exposures along with an appropriate management action

plan to manage or mitigate such exposures. Any internal or

external changes that may signifi cantly impact the risks and

control spectrum will also be highlighted.

Control Structure and EnvironmentThe embedded control system is designed to facilitate

achievement of the Group’s business objectives. It comprises

the following:

• Organisation structure with well defi ned lines of responsibility and delegated authorityThe organisation structure includes defi ned lines

of responsibility and delegation of authority to the

Committees of the Board, the CEO and operating units

through defi ned sets of terms of references, position

descriptions and authorisation levels for all aspects of

the business as set out in the Board Charter and Limits

of Authority. Besides the predominantly non-executive

standing committees such as Audit, Nomination and

Remuneration Committees, the Board is supported

operationally by the Management Committee which

consists of senior members of the organisation including

the CEO. The Management Committee convenes regularly

to discuss its strategic business agenda thus channelling

appropriate inputs to the Board for its oversight of the

Group’s operations and maintenance of effective control

over the entire operations.


• Independence of the Audit CommitteeThe Audit Committee comprises non-executive members

of the Board, with the majority being Independent

Directors. The Committee has full and unrestricted access

to any information pertaining to the Group and has

direct communication channels with the external and

internal auditors. The primary objectives of the Audit

Committee are to assist the Board in monitoring the

Group’s management of its business and fi nancial risks

and the determination of appropriate internal controls to

manage these risks.

• Comprehensive budgeting and monitoring processesDetailed and comprehensive budgets for both business

and support units are prepared on an annual basis for

approval by the Board together with an indication of

future business directions under a two-year operating

plan. Actual performance is monitored against the

budget on a monthly basis and appropriate explanations

documented for signifi cant variances. Periodical forecasts

are also carried out to update changes in business

environment. Management accounts packages detailing

performance of business and support units against

budget, forecast, prior year results and key business

indicators are tabled and deliberated at the Management

Committee and Board meetings for proper monitoring of

performance.

Monitoring and ReviewThe effectiveness of the Group’s systems of internal

controls and risk management are monitored through

periodical review of business processes, the state of internal

controls and business risk profi le by operating units. The

results of the review will be examined by a team within

the organisation and after due processes, Management

will identify signifi cant areas to be reported to the Audit

Committee.

Independent appraisals by internal auditors also

ensure compliance with policies, procedures, standards

and legislation and give reasonable assurance of the

effectiveness of the Group’s systems of internal controls and

risk management.

STATEMENT OF INTERNAL CONTROL

Review of this statementPursuant to paragraph 15.23 of the Main Market Listing

Requirements of BMSB, the external auditors have

reviewed this statement for inclusion in the Annual Report

of the Group for the fi nancial year ended 31 December

2011 and reported to the Board that nothing has come

to their attention that causes them to believe that this

statement is inconsistent with their understanding of the

process adopted by the Board in reviewing the adequacy

and integrity of the systems of internal controls and risk

management.

Conclusion For the fi nancial year under review and up to the date of

issuance of the Financial Statements, the Board is satisfi ed

with the adequacy, integrity and effectiveness of the Group’s

systems of internal controls and risk management. No

material losses, contingencies or uncertainties have arisen

from any inadequacy or failure of the Group’s systems of

internal controls and risk management that would require

separate disclosure in the Group’s Annual Report.


AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors was formed

in 1977. The present members of the Committee are:

• Vimala Menon (Chairman)

• Tan Sri Dato’ Sulaiman bin Sujak

• Cheah Kim Teck

The members of the Audit Committee consist solely of Non-

Executive Directors, the majority of whom are independent.

The independent members are Vimala Menon as Chairman

and Tan Sri Dato’ Sulaiman bin Sujak as member. The Non-

Independent Director is Cheah Kim Teck.

The Committee held four meetings during the year. The

meetings were attended by all members. Members of senior

management attended these meetings upon invitation by

the Chairman of the Committee. The Group’s internal and

external auditors attended all the meetings during the year.

Set out below is the record of attendance of the Audit

Committee members:

Audit Committee Members Attendance

Vimala Menon 4/4

Tan Sri Dato’ Sulaiman bin Sujak 4/4

Cheah Kim Teck 4/4

The terms of reference of the Audit Committee are set out

on pages 14 to 15.

During the fi nancial year, the Audit Committee carried out its

duties as set out in the terms of reference. In particular, the

functions of the Audit Committee are to review accounting

policies, internal controls, statutory fi nancial statements and

related party transactions of the Company and its subsidiary

companies on behalf of the Board of Directors.

In performing its functions, the Audit Committee reviewed

the overall scope of internal audit. It met with the Group’s

internal auditors to discuss the results of their examinations

and their evaluation of the system of internal controls of the

Company and its subsidiary companies.

In addition, the Audit Committee discussed with the external

auditors the audit plan which states the nature and scope

of audit and the results of examination arising from the

external audit.

The Audit Committee also reviewed the quarterly

announcements to BMSB and the fi nancial statements of the

Company and the consolidated fi nancial statements of the

Group as well as the statutory auditors’ report thereon.

The Audit Committee recommended to the Board of

Directors, subject to the shareholders’ approval, the

selection of the Company’s and its subsidiary companies’

statutory auditors.

In its endeavour to fulfi ll its responsibilities, the Audit

Committee focused its attention on key aspects of business

operations that have signifi cant impact not only on

profi tability but also the quality of services provided to

customers.

Other main issues discussed by the Audit Committee are as

follows:

• Review of the Group’s risk management reports;

• The new Financial Reporting Standards issued by

the Malaysian Accounting Standards Board and their

applicability to the consolidated fi nancial statements for

the fi nancial year ended 31 December 2011; and

• The disclosure requirements of the Main Market Listing

Requirements of BMSB.

Internal Audit FunctionThe Group uses the services of the Jardine Matheson

Group Internal Auditors to accomplish its internal audit

requirements. The Group Internal Auditors report to the Audit

Committee on matters concerning the Group and assists the

Board of Directors in monitoring and managing risks and

internal controls.

The Group Internal Auditors review internal controls in all

key activities of the Group and recommend improvement

in controls and procedures. The Group Internal Auditors

are independent of the activities they audit and perform

with impartiality and due professional care. Findings of the

Group Internal Auditors are reported regularly to the Audit

Committee.

The Audit Committee approves the internal audit plan of

the Group Internal Auditors each year. The scope of the

internal audit covers the audits of signifi cant units and

operations, including subsidiaries. In addition, the Group

Internal Auditors also audit the various computer application

systems and network of the Group.

During the year, the management worked hand in hand

with the Group Internal Auditors in identifying risk areas,

implementing control measures and monitoring controls.

The monitoring process will form the basis for continually

improving the risk management process in the context of

the Group’s overall goals.

In the course of auditing, the Group Internal Auditors have

identifi ed some minor internal control weaknesses during

the year, which have been or are being addressed. None

of the weaknesses have resulted in any material losses,

contingencies or uncertainties that would require disclosure

in the Group’s Annual Report.


AUDIT COMMITTEE TERMS OF REFERENCE

PurposeThe Audit Committee is established as a committee of the

Board of Directors. The primary objectives of the Audit

Committee are to:

1. Provide assistance to the Board in fulfi lling its statutory

and fi duciary responsibilities for review of the Company

and its subsidiaries (“the Group”) and monitoring the

Group’s management of business/fi nancial risk processes

and accounting and fi nancial reporting practices;

2. Determine that the Group has adequate administrative,

operational and internal accounting controls and that

the Group is operating in accordance with its prescribed

procedures, codes of conduct and applicable legal and

regulatory requirements;

3. Serve as an independent and objective party in the

review of the fi nancial information presented by

management for distribution to shareholders and the

general public; and

4. Provide direction and oversight over the internal audit

function and the external auditors to enhance their

independence from management.

MembershipThe Audit Committee shall have at least three members. All

the members must be non-executive directors and fi nancially

literate with a majority of them being independent directors.

The chairperson of the Committee shall be an independent

director.

At least one member of the Committee, preferably an

independent director, must meet the criteria set by the Main

Market Listing Requirements of BMSB (Paragraph 15.09(1)(c)).

Audit Committee members and the chairperson shall be

appointed by the Board based on the recommendations of

the Nomination Committee. No alternate directors shall be

appointed to the Audit Committee.

If a member of the Committee resigns, dies or for any

reason ceases to be member resulting in non-compliance

with the above paragraphs, the Board shall, within three

(3) months of that event, appoint such number of new

members as may be required.

The Audit Committee shall have no executive powers.

Committee’s Operating PrinciplesThe Audit Committee wherever necessary and reasonable for

the performance of its duties, shall in accordance with the

procedures determined by the Board and at the cost of the

Group:

1. Have authority to investigate any matter within its terms

of reference;

2. Have the resources which are required to perform its

duties;

3. Have full and unrestricted access to any information

pertaining to the Group;

4. Have direct communication channels with the external

auditors and internal auditors;

5. Be able to obtain independent professional advice or

other advice; and

6. Be able to convene meetings with the external auditors,

the internal auditors or both, excluding the attendance

of other directors and employees of the Company,

whenever deemed necessary.

MeetingsThe Committee shall meet at least four (4) times each

year. Additional meetings shall be scheduled as considered

necessary by the Committee or chairperson. The Committee

may establish procedures from time to time to govern its

meetings, keeping of minutes and its administration.

The Committee may request other directors, members

of management, counsels, internal auditors and external

auditors, as applicable to participate in Committee meetings,

as necessary, to carry out the Committee’s responsibilities.

It shall be understood that either internal or external

auditors, may, at any time, request a meeting with the Audit

Committee with or without management attendance.

The external auditors shall be given notice of meetings and

shall have the right to attend and speak.

At least twice a year, the Committee shall meet with the

external auditors without the presence of executive Board

members.

The Secretary of the Committee shall be appointed by the

Committee from time to time. Committee meeting agendas

shall be the responsibility of the Committee chairperson

with input from Committee members. The chairperson may

also ask management to participate in this process. The

agenda for each meeting shall be circulated at least fi ve

(5) days before each meeting to the Committee members,

the external auditors and all those who are required to

attend the meeting. Written materials including information

requested by the Committee from management, internal

audit and external auditors shall be received together with

the agenda for the meetings.

The Committee shall cause minutes to be duly entered in

the books provided for the purpose of all resolutions and

proceedings of all meetings of the Committee. Such minutes

shall be signed by the chairperson of the meeting at which

the proceedings were held or by the chairperson of the next

succeeding meeting and if so signed, shall be conclusive

evidence without any further proof of the facts thereon stated.


Minutes of each meeting shall also be distributed to all

attendees (members) of the Audit Committee meeting and

external auditors.

The Committee, through its chairperson, shall report to the

Board after each meeting. The minutes of the Committee

meeting shall be available to all Board members.

Circular Resolutions signed by all the members shall be

valid and effective as if it had been passed at a meeting of

the Audit Committee.

Scope of ActivitiesThe duties of the Audit Committee shall include the

following:

1. To recommend appointment of the external auditors and

their fees and consider any questions of resignation or

dismissal including whether there is reason (supported

by grounds) to believe that the external auditors are not

suitable for re-appointment;

2. To review the external auditors’ proposed scope and

approach before the audit commences and ensure

coordination where more than one audit fi rm is involved;

3. To review the quarterly fi nancial announcements and

year-end fi nancial statements of the Group, prior to the

approval by the Board, focusing particularly on:

• changes in or implementation of major accounting

policies;

• signifi cant and unusual events;

• signifi cant adjustments arising from the audit;

• going concern assumption; and

• compliance with accounting standards and other

legal requirements.

4. To discuss problems and reservations arising from

interim and fi nal audits and any matter the auditor may

wish to discuss (in the absence of management where

necessary) including assistance given by employees of

the Group to the auditor;

5. To review with the external auditors, their evaluation of

the system of internal controls, including any signifi cant

suggestions for improvements and management’s

response;

6. To review with the external auditors, their audit report;

7. To review the Group’s business risk management

process, including adequacy of the Group’s overall

control environment and controls in selected areas

representing signifi cant fi nancial and business risk;

8. To do the following where an internal audit function

exists:

• review the adequacy of the scope, function,

competency and resources of the internal audit

function and that it has the necessary authority to

carry out its work;

• review the internal audit programme, process and

results of the internal audit programme, processes

or investigation undertaken and where necessary

ensure that appropriate action is taken on the

recommendations of the internal audit function;

• ensure that the internal audit function is

independent of the activities it audits; the internal

audit function should be free from interference in

determining the scope of internal audit, performing

work and communicating results; and

• ensure that the internal audit function reports

directly to the Committee.

9. To review any related party transactions and confl ict

of interest situation that may arise within the Group

including any transaction, procedure or course of

conduct that raises questions of management integrity;

10. To review the major fi ndings of internal investigations

and management’s response;

11. To review management’s monitoring of compliance with

the Group’s code of corporate conduct;

12. To review with the Group’s counsels, any legal matters

that could have a signifi cant impact on the Group’s

fi nancial statements;

13. To verify at the end of each fi nancial year, the allocation

of options under a share scheme for employees to

ensure compliance with the allocation criteria determined

by the Remuneration Committee and in accordance

with the Bye-Laws of the relevant Option Scheme. A

statement by the Committee verifying such allocation

shall be included in the annual report;

14. To review the fi ndings of any investigation by regulatory

authorities;

15. Where the Audit Committee is of the view that a matter

reported by it to the Board has not been satisfactorily

resolved resulting in a breach of BMSB’s requirements,

the Audit Committee must promptly report such matters

to BMSB; and

16. Perform other oversight functions as requested by the

Board.


In compliance with the Main Market Listing Requirements

of BMSB, the following information is provided:

Non-Statutory Audit FeesThe amount of non-statutory audit fees paid and payable to

the external auditors by the Company and its subsidiaries

for the fi nancial year ended 31 December 2011 are as

follows:

RM’000

PricewaterhouseCoopers 22

PricewaterhouseCoopers Taxation Services Sdn. Bhd. 84

Total 106

Material ContractsNeither the Company nor any of its subsidiaries have

entered into any contracts which are or may be material

(not being contracts entered into in the ordinary course

of business) involving Directors’ and major shareholders’

interests since the end of the previous fi nancial year.

Recurrent Related Party TransactionsThe Company had at the Annual General Meeting held on 20

April 2011 obtained a shareholders’ mandate for the Group

to enter into recurrent transactions of a revenue or trading

nature, which are necessary for its day-to-day operations

and are in the ordinary course of business, with related

parties. The said general mandate has been in effect from

20 April 2011 until the conclusion of the forthcoming Annual

General Meeting of the Company. The Company intends to

seek a renewal of the said general mandate for recurrent

related party at the forthcoming Annual General Meeting of

the Company.

ADDITIONAL COMPLIANCE INFORMATION

STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE FINANCIAL STATEMENTS

The details of the new mandate to be sought have been

furnished in the Circular to Shareholders dated 29 March

2012 together with this Annual Report.

Details of related party transactions are disclosed in Note

29 to the fi nancial statements, of which none of the

aggregate value of transactions conducted pursuant to the

shareholders’ mandate during the fi nancial year exceeds the

applicable prescribed threshold under paragraph 10.09(2)(e)

of the Main Market Listing Requirements of BMSB.

Sanctions or PenaltiesDuring the fi nancial year, there were no sanctions and/or

penalties imposed on the Company and its subsidiaries,

Directors or management by the relevant regulatory bodies.

OthersThe Company does not have the following activities during

the fi nancial year:

• Utilisation of proceeds raised from any proposal

• Share buy-backs

• Issuance of options or convertible securities

• Depository receipt programme sponsored

by the Company

• Announcement of profi t estimation,

forecast and projections

• Receipt of profi t guarantee

• Employee share option scheme (“ESOS”)

The Directors are required by the Companies Act, 1965 to

prepare fi nancial statements for each fi nancial year which

have been made out in accordance with the applicable

approved accounting standards for entities other than

private entities and give a true and fair view of the state of

affairs of the Group and of the Company at the end of the

fi nancial year and of the results and cash fl ows of the Group

and of the Company for the fi nancial year.

In preparing the fi nancial statements, the Directors have:

• selected suitable accounting policies and applied them

consistently;

• made judgements and estimates that are reasonable and

prudent;

• ensured that all applicable accounting standards for

entities other than private entities have been followed;

and

• prepared fi nancial statements on a going concern basis

as the Directors have a reasonable expectation, having

made enquiries, that the Group and the Company have

adequate resources to continue operations for the

foreseeable future.

The Directors acknowledge the responsibility for ensuring

that the Company keeps accounting records which disclose

with reasonable accuracy the fi nancial position of the Group

and of the Company and which enable them to ensure that

the fi nancial statements comply with the Companies Act,

1965.

The Directors have overall responsibilities for taking such

steps as are reasonably open to them to safeguard the

assets of the Group, to prevent and detect fraud and other

irregularities.


18 Directors’ Report

21 Statement by Directors

21 Statutory Declaration

22 Independent Auditors’ Report

24 Consolidated Statement of Comprehensive Income

25 Consolidated Statement of Financial Position

26 Consolidated Statement of Changes in Equity

27 Consolidated Statement of Cash Flows

28 Company Statement of Comprehensive Income

29 Company Statement of Financial Position

30 Company Statement of Changes in Equity

31 Company Statement of Cash Flows

32 Summary of Signifi cant Accounting Policies

41 Notes to the Financial Statements

STATUTORY FINANCIAL STATEMENTS


DIRECTORS’ REPORT

The directors submit their Annual Report to the members together with the audited fi nancial statements of the Group and of

the Company for the fi nancial year ended 31 December 2011.

Principal ActivitiesThe principal activities of the Company consist of the retailing of motor vehicles, sale of spare parts and servicing of vehicle,

whilst the principal activities of the subsidiary companies are stated in Note 28 to the fi nancial statements. There have been

no signifi cant changes in the nature of these activities during the fi nancial year.

Financial Results

Group Company RM’000 RM’000

Profit before tax 34,226 30,643

Tax expense (7,605) (6,542)

Net profi t attributable to shareholders 26,621 24,101

DividendsThe dividends paid or declared by the Company since 31 December 2010 are as follows:

RM’000

In respect of the fi nancial year ended 31 December 2010:

As shown in the Directors’ report for the fi nancial year, fi nal gross dividend of 5 sen per share

on 100,744,500 ordinary shares, less 25% income tax, paid on 27 May 2011 3,778

In respect of the fi nancial year ended 31 December 2011:

Interim dividend comprising a gross dividend of 3.93 sen per share less income tax of 25%

and single-tier dividend of 1.07 sen per share on 100,744,500 ordinary shares,

paid on 26 August 2011 4,047

7,825

The directors now recommend the payment of a fi nal single-tier dividend of 5 sen per ordinary share on 100,744,500 ordinary

shares amounting to about RM5,037,000 which, subject to the approval of members at the forthcoming Annual General Meeting

of the Company, will be paid on 25 May 2012 to shareholders whose names appear in the Company’s Register of Members and

Record of Depositors on 30 April 2012.

Reserves And ProvisionsMaterial transfers to or from reserves and provisions during the fi nancial year are shown in the fi nancial statements.

DirectorsThe directors who have held offi ce during the period since the date of the last report are:

Benjamin William Keswick

Datuk Syed Tamim Ansari bin Syed Mohamed


Cheah Kim Teck

Vimala A/P V.R. Menon

Chiew Sin Cheok (Alternate director to Benjamin William Keswick)

Ho Yeng Tat (Alternate director to Cheah Kim Teck)

Mohkam Singh A/L Tara Singh (Alternate director to Datuk Syed Tamim Ansari bin Syed Mohamed) (resigned on 15.2.2012)

In accordance with the Company’s Articles of Association, Vimala A/P V.R. Menon retires by rotation at the forthcoming Annual

General Meeting and, being eligible, offers herself for re-election.

In accordance with Section 129 of the Companies Act, 1965, Tan Sri Dato’ Sulaiman bin Sujak being over seventy years of age,

retires at the forthcoming Annual General Meeting and offers himself for re-appointment.


Directors’ BenefitsDuring and at the end of the fi nancial year, no arrangements subsisted to which the Company is a party, with the object or

objects of enabling directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the

Company or any other body corporate.

Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than those

disclosed in Note 5 to the fi nancial statements) by reason of a contract made by the Company or a related corporation with

the director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest other

than share options.

Directors’ Interests in SharesAccording to the register of directors’ shareholdings, particulars of interests of directors who held offi ce at the end of the

fi nancial year in the ordinary shares and options over ordinary shares in the Company and its related corporations are as

follows:

Number of ordinary shares At At 1.1.2011 Acquired Sold 31.12.2011

Shares in Jardine Cycle & Carriage Limited (“JCCL”) held by:

Cheah Kim Teck 20,189 0 0 20,189

Ho Yeng Tat 21,833 20,000 (18,000) 23,833

Options over ordinary shares At At 1.1.2011 Granted Exercised 31.12.2011

Options in JCCL held by:

Ho Yeng Tat 20,000 0 (20,000) 0

Number of ordinary shares of US$0.25 each At At 1.1.2011 Acquired Sold 31.12.2011

Shares in Jardine Matheson Holdings Limited (“JMHL”) held by:

Benjamin William Keswick 2,273,890 113,951 (11,000) 2,376,841

Benjamin William Keswick # 37,351,128 780,817 0 38,131,945

# Deemed interest in shares held by family trusts in which Benjamin William Keswick is a benefi ciary.

At 31 December 2011, Benjamin William Keswick had deemed interests in 35,915,991 ordinary shares in JMHL as one of the

discretionary objects under the 1947 Trust, the income of which is available for distribution to senior executive offi cers and

employees of JMHL and its wholly owned subsidiaries.

Options over ordinary shares of US$0.25 each At At 1.1.2011 Granted Exercised 31.12.2011

Options in JMHL held by:

Benjamin William Keswick 250,000 0 (60,000) 190,000

Chiew Sin Cheok 20,000 0 0 20,000

None of the other directors who held offi ce at the end of the fi nancial year held any interest in shares in the Company or its

related corporations during the fi nancial year.


Other Statutory InformationBefore the statements of comprehensive income and statements of the fi nancial position of the Group and of the Company 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

impaired receivables and satisfi ed themselves that all known bad debts had been written off and that adequate allowance

had been made for impaired receivables; and

(b) to ensure that any current assets, which were unlikely to realise their values as shown in the accounting records of the

Group and of the Company in the ordinary course of business had been written down to an amount which they might be

expected so to realise.

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 impaired receivables in the

fi nancial statements of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the fi nancial statements of the Group and of the Company

misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of

the Company misleading or inappropriate.

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 fi nancial year which, in the opinion of the directors, will or may substantially affect the ability of the Group

or of the 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 of the Company which has arisen since the end of the fi nancial year which secures

the liability of any other person; or

(b) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the fi nancial

statements which would render any amount stated in the fi nancial statements misleading.

In the opinion of the directors,

(a) the results of the Group’s and of the Company’s operations during the fi nancial year were not substantially affected by any

item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the fi nancial 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 of the

Company for the fi nancial year in which this report is made.

Ultimate Holding CompanyThe directors regard Jardine Matheson Holdings Limited, a company incorporated in Bermuda, as the Company’s ultimate

holding company.

AuditorsThe auditors, PricewaterhouseCoopers, have expressed their willingness to continue in offi ce.

Signed on behalf of the Board of Directors in accordance with their resolution dated 15 February 2012.

Benjamin William Keswick Vimala A/P V.R. Menon

Director Director

DIRECTORS’ REPORT


We, Benjamin William Keswick and Vimala A/P V.R. Menon, two of the directors of Cycle & Carriage Bintang Berhad, state that,

in the opinion of the directors, the fi nancial statements set out on pages 24 to 63 are drawn up so as to give a true and fair

view of the fi nancial position of the Group and of the Company as at 31 December 2011 and of the fi nancial performance and

cash fl ows of the Group and of the Company for the fi nancial year ended on that date in accordance with the Financial Reporting

Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of

the Companies Act, 1965.

The information set out in Note 34 on page 64 to the fi nancial statements has been prepared in accordance with the Guidance

on the Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the context of Disclosure Pursuant to

Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”).

Signed on behalf of the Board of Directors in accordance with their resolution dated 15 February 2012.

Benjamin William Keswick Vimala A/P V.R. Menon

Director Director

STATUTORY DECLARATIONPursuant to Section 169(16) of the Companies Act, 1965

I, Wong Yee Ying, the offi cer primarily responsible for the fi nancial management of Cycle & Carriage Bintang Berhad, do solemnly

and sincerely declare that the fi nancial statements set out on pages 24 to 64 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.

Wong Yee Ying

Subscribed and solemnly declared by the above named Wong Yee Ying.

At: Kuala Lumpur

On: 15 February 2012

Before me :

Commissioner for Oaths

STATEMENT BY DIRECTORSPursuant to Section 169(15) of the Companies Act, 1965


Report on the Financial StatementsWe have audited the fi nancial statements of Cycle & Carriage Bintang Berhad on pages 24 to 63, which comprise the statements

of fi nancial position as at 31 December 2011 of the Group and of the Company, and the statements of comprehensive income,

changes in equity and cash fl ows of the Group and of the Company for the fi nancial year then ended, and a summary of

signifi cant accounting policies and other explanatory notes, as set out on Notes 1 to 33.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of fi nancial statements that give a true and fair view in

accordance with Financial Reporting Standards in Malaysia and the Companies Act, 1965, and for such internal control as the

directors determine are necessary to enable the preparation of fi nancial statements that are free from material misstatement,

whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in

accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements.

The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial

statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s

preparation and fair presentation of the fi nancial statements that give a true and fair view in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the fi nancial statements have been properly drawn up in accordance with the Financial Reporting Standards

in Malaysia and the Companies Act 1965 so as to give a true and fair view of the fi nancial position of the Group and of the

Company as of 31 December 2011 and of their fi nancial performance and cash fl ows for the fi nancial year then ended.

Report on Other Legal and Regulatory RequirementsIn accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its

subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We are satisfi ed that the fi nancial statements of the subsidiaries that have been consolidated with the Company’s fi nancial

statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements

of the Group and we have received satisfactory information and explanations required by us for those purposes.

(c) Our audit reports on the fi nancial statements of the subsidiaries did not contain any qualifi cation or any adverse comment

made under Section 174(3) of the Act.

INDEPENDENT AUDITORS’ REPORTTo the Members of Cycle & Carriage Bintang Berhad (Incorporated in Malaysia) (Company No. 7378 D)


Other Reporting ResponsibilitiesThe supplementary information set out in Note 34 on page 64 is disclosed to meet the requirement of Bursa Malaysia Securities

Berhad and is not part of the fi nancial statements. The directors are responsible for the preparation of the supplementary

information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in

the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute

of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary

information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia

Securities Berhad.

Other MattersThis report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965

in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PricewaterhouseCoopers Jayarajan A/L U. Rathinasamy

(No. AF: 1146) (No. 2059/06/12 (J))

Chartered Accountants Chartered Accountant

Kuala Lumpur

15 February 2012


Note 2011 2010 RM’000 RM’000

REVENUE 4 677,962 589,246

Cost of sales (598,546) (523,282)

Gross profit 79,416 65,964

Other operating income

– dividend income from available-for-sale investment 11,229 11,229

– rental income 3,027 2,783

– others 4,812 5,978

Selling and distribution costs (43,771) (32,504)

Administrative expenses (19,984) (18,402)

OPERATING PROFIT 34,729 35,048

FINANCE COST – interest expense on borrowings (503) (254)

SHARE OF RESULTS OF AN ASSOCIATED COMPANY 14 0 205

PROFIT BEFORE TAX 34,226 34,999

INCOME TAX EXPENSE 6 (7,605) (8,223)

NET PROFIT FOR THE FINANCIAL YEAR 7 26,621 26,776

OTHER COMPREHENSIVE INCOME, NET OF TAX

Available-for-sale investment – fair value change arising during the financial year (3,396) (3,088)

TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 23,225 23,688

NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 26,621 26,776

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 23,225 23,688

Attributable to:

OWNERS OF THE PARENT 23,225 23,688

Sen Sen

Basic earnings per share attributable to shareholders of the Company 9 26.42 26.58

The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these fi nancial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 2011


Note 2011 2010 RM’000 RM’000

NON-CURRENT ASSETS

Intangible assets 10 9,842 0

Property, plant and equipment 11 73,901 68,446

Investment in an associated company 14 & 28 0 0

Available-for-sale investment 15 69,739 73,135

Deferred tax assets 16 1,029 879

154,511 142,460

CURRENT ASSETS

Inventories 17 76,362 45,614

Tax recoverable 680 185

Trade and other receivables 18 51,539 42,251

Cash and cash equivalents 19 37,818 47,446

166,399 135,496

TOTAL ASSETS 320,910 277,956

CURRENT LIABILITIES

Provisions for liabilities and charges 20 2,051 991

Current tax liabilities 880 607

Trade and other payables 21 121,399 100,277

Borrowings 23 5,043 0

129,373 101,875

NON-CURRENT LIABILITIES

Borrowings 23 56 0

TOTAL LIABILITIES 129,429 101,875

NET ASSETS 191,481 176,081

EQUITY

CAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY

Share capital 24 100,745 100,745

Share premium 23,857 23,857

Retained profits 25 63,143 44,347

Fair value reserve 3,736 7,132

TOTAL EQUITY 191,481 176,081


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2011


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the financial year ended 31 December 2011

Attributable to shareholders of the Company

Issued and fully paid ordinary shares of RM1 each

Number Nominal Share Fair value Retained of shares value premium reserve profits Total ’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2011 100,745 100,745 23,857 7,132 44,347 176,081

Total comprehensive income

for the financial year 0 0 0 (3,396) 26,621 23,225

Transactions with owners:

Dividends for the financial year

ended (Note 8):

– 31 December 2010 (final) 0 0 0 0 (3,778) (3,778)

– 31 December 2011 (interim) 0 0 0 0 (4,047) (4,047)

At 31 December 2011 100,745 100,745 23,857 3,736 63,143 191,481

At 1 January 2010 100,745 100,745 23,857 10,220 25,127 159,949




Dividends for the financial year

ended (Note 8):

– 31 December 2009 (final) 0 0 0 0 (3,778) (3,778)


At 31 December 2010 100,745 100,745 23,857 7,132 44,347 176,081

The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these financial statements.


CONSOLIDATED STATEMENT OF CASH FLOWSFor the financial year ended 31 December 2011

Note 2011 2010 RM’000 RM’000

OPERATING ACTIVITIES

Net cash flow from operations 26 17,550 53,733

Interest paid (503) (254)

Interest received 530 604

Income tax paid (10,122) (8,039)

Warranty and other provisions utilised (102) (1)

(10,197) (7,690)

Net cash flow from operating activities 7,353 46,043

INVESTING ACTIVITIES

Proceeds from disposal of plant and equipment 39 81

Purchase of plant and equipment (1,585) (1,178)

Interim capital distribution received from an associated company 0 400

Net cash outflow from acquisition of a subsidiary company 27 (14,180) 0

Dividend received from available-for-sale investment 11,229 11,229

Net cash flow (used in)/from investing activities (4,497) 10,532

FINANCING ACTIVITIES

Drawdown of banker acceptance 52,000 40,000

Repayment of banker acceptance/revolving credit (56,292) (70,000)

Repayment of finance lease (367) 0

Dividends paid (7,825) (7,556)

Net cash fl ow used in fi nancing activities (12,484) (37,556)

NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR (9,628) 19,019

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 47,446 28,427

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 19 37,818 47,446



Note 2011 2010 RM’000 RM’000

REVENUE 4 525,667 525,141

Cost of sales (463,276) (465,931)

Gross profit 62,391 59,210

Other operating income

– dividend income from available-for-sale investment 11,229 11,229

– rental income 3,380 3,153

– others 4,626 6,015

Selling and distribution costs (33,325) (27,860)

Administrative expenses (17,357) (17,562)

OPERATING PROFIT 30,944 34,185

FINANCE COST – interest expense on borrowings (301) (254)

PROFIT BEFORE TAX 30,643 33,931

INCOME TAX EXPENSE 6 (6,542) (7,838)

NET PROFIT FOR THE FINANCIAL YEAR 7 24,101 26,093

OTHER COMPREHENSIVE INCOME, NET OF TAX

Available-for-sale investment – fair value change arising during the fi nancial year (3,396) (3,088)

TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 20,705 23,005


COMPANY STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 2011


Note 2011 2010 RM’000 RM’000

NON-CURRENT ASSETS

Property, plant and equipment 11 68,175 70,306

Investment in subsidiary companies 13 & 28 47,704 31,614

Investment in an associated company 14 & 28 0 0

Available-for-sale investment 15 69,739 73,135

Deferred tax assets 16 2,004 835

187,622 175,890

CURRENT ASSETS

Inventories 17 53,119 40,570

Tax recoverable 663 0

Trade and other receivables 18 45,392 40,414

Cash and cash equivalents 19 31,708 45,737

130,882 126,721

TOTAL ASSETS 318,504 302,611

CURRENT LIABILITIES

Provisions for liabilities and charges 20 2,007 926

Current tax liabilities 0 607

Trade and other payables 21 88,445 89,929

Amounts due to subsidiary companies 22 28,748 29,725

Borrowings (unsecured) 23 5,000 0

124,200 121,187

TOTAL LIABILITIES 124,200 121,187

NET ASSETS 194,304 181,424

EQUITY

CAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY

Share capital 24 100,745 100,745

Share premium 23,857 23,857

Retained profits 25 65,966 49,690

Fair value reserve 3,736 7,132

TOTAL EQUITY 194,304 181,424


COMPANY STATEMENT OF FINANCIAL POSITIONas at 31 December 2011


COMPANY STATEMENT OF CHANGES IN EQUITYFor the financial year ended 31 December 2011

Attributable to shareholders of the Company

Issued and fully paid ordinary shares of RM1 each Non-Distributable Distributable

Number Nominal Share Fair value Retained of shares value premium reserve profits Total ’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2011 100,745 100,745 23,857 7,132 49,690 181,424




Dividends for the financial

year ended (Note 8):

– 31 December 2010 (final) 0 0 0 0 (3,778) (3,778)


At 31 December 2011 100,745 100,745 23,857 3,736 65,966 194,304

At 1 January 2010 100,745 100,745 23,857 10,220 31,153 165,975




Dividends for the financial

year ended (Note 8):

– 31 December 2009 (final) 0 0 0 0 (3,778) (3,778)


At 31 December 2010 100,745 100,745 23,857 7,132 49,690 181,424



Note 2011 2010 RM’000 RM’000

OPERATING ACTIVITIES

Net cash flow from operations 26 3,257 53,565

Interest paid (301) (254)

Interest received 644 604

Income tax paid (8,981) (7,714)

Warranty and other provisions utilised (81) (1)

(8,719) (7,365)

Net cash flow (used in)/from operating activities (5,462) 46,200

INVESTING ACTIVITIES

Proceeds from disposal of plant and equipment 28 68

Purchase of plant and equipment (999) (990)

Interim capital distribution received from an associated company 0 400

Cash outflow on acquisition of a subsidiary company 27 (16,000) 0

Dividend received from an available-for-sale investment 11,229 11,229

Net cash flow (used in)/from investing activities (5,742) 10,707

FINANCING ACTIVITIES

Drawdown of bankers acceptance 52,000 40,000

Repayment of bankers acceptance (47,000) (70,000)

Dividends paid (7,825) (7,556)

Net cash fl ow used in fi nancing activities (2,825) (37,556)

NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR (14,029) 19,351

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 45,737 26,386

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 19 31,708 45,737


COMPANY STATEMENT OF CASH FLOWSFor the financial year ended 31 December 2011


Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are

considered material in relation to the fi nancial statements. These policies have been consistently applied to all the fi nancial

years presented, unless otherwise stated.

A Basis of PreparationThe fi nancial statements of the Group and of the Company have been prepared in accordance with the Financial Reporting

Standards (“FRSs”), the Malaysian Accounting Standards Board (“MASB”) Approved Accounting Standards in Malaysia for

Entities Other than Private Entities and comply with the provisions of the Companies Act, 1965. The fi nancial statements

have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of fi nancial statements in conformity with the FRSs and the provisions of the Companies Act, 1965 requires

the use of 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 fi nancial statements, and the reported amounts of

revenues and expenses during the reported period. It also requires management to exercise its judgement in the process

of applying the Group’s accounting policies. Although these estimates and judgement are based on the directors’ best

knowledge of current events and actions, actual results could differ from these estimates.

The fi nancial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand

(RM’000) except when otherwise indicated.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signifi cant

to the fi nancial statements are disclosed in Note 3.

The fi nancial statements have been approved for issue in accordance with a resolution of the Board of Directors on

15 February 2012.

Changes in Accounting Policy and Disclosures

(i) Standards, amendments to published standards and interpretations to existing standards that are effective and have been adopted

On 1 January 2011, the Group and the Company adopted the following new and amended FRSs and IC Interpretations

mandatory for annual fi nancial periods beginning on or after 1 January 2011:

• FRS 3 (revised) Business Combinations

• FRS 127 (revised) Consolidated and Separate Financial Statements

• FRS 7 Improving Disclosure about Financial Instruments

• Amendment to FRS 138 Intangible Assets – Consequential Amendments Arising from FRS 3 (revised)

(ii) Standards, amendments to published standards and interpretations to existing standards that are effective but not relevant for the Group’s operations

• FRS 1 (revised) First-time adoption of Financial Reporting Standards

• Amendments to FRS 5 Non current Asset Held for Sale and Discontinued Operations

• Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives

• Amendments to FRS 2 Share-based payment: Scope of FRS 2 and FRS 3 (revised)

• IC Interpretation 12 Service Concession Arrangements

• IC Interpretation 15 Agreements for the Construction of Real Estate

• IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation

• IC Interpretation 17 Distributions of Non-cash Assets to Owners

• Amendments to FRS 2 Group Cash-settled Share-based Payment Transactions

• Amendments to FRS 1 Additional Exemptions for First-time Adopters

• Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters

• IC Interpretation 4 Determining Whether an Arrangement contains a Lease

• IC Interpretation 18 Transfers of Assets from Customers

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the financial year ended 31 December 2011


A Basis of Preparation (continued)

(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective

On 19 November 2011, the Malaysian Accounting Standards Boards (“MASB”) has issued a new MASB approved

accounting framework, Malaysian Financial Reporting Standards (“MFRS”), Improvement to MFRSs and IC

Interpretations. The MFRS Framework and IC Interpretations are to be applied by all Entities Other Than Private

Entities for annual periods beginning on or after 1 January 2012 and 2013 as follows:

Effective from 1 January 2012:

• MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards

• MFRS 2 Share-based Payment

• MFRS 3 Business Combinations

• MFRS 4 Insurance Contracts

• MFRS 5 Non-current Assets Held for Sale and Discontinued Operations

• MFRS 6 Exploration for and Evaluation of Mineral Resources

• MFRS 7 Financial Instruments: Disclosures

• MFRS 8 Operating Segments

• MFRS 101 Presentation of Financial Statements

• MFRS 102 Inventories

• MFRS 107 Statement of Cash Flows

• MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors

• MFRS 110 Events After the Reporting Period

• MFRS 111 Construction Contracts

• MFRS 112 Income Taxes

• MFRS 116 Property, Plant and Equipment

• MFRS 117 Leases

• MFRS 118 Revenue

• MFRS 119 Employee Benefi ts

• MFRS 120 Accounting for Government Grants and Disclosure of Government Assistance

• MFRS 121 The Effects of Changes in Foreign Exchange Rates

• MFRS 123 Borrowing Costs

• MFRS 124 Related Party Disclosures

• MFRS 126 Accounting and Reporting by Retirement Benefi t Plans

• MFRS 127 Consolidated and Separate Financial Statements

• MFRS 128 Investments in Associates

• MFRS 129 Financial Reporting in Hyperinfl ationary Economies

• MFRS 131 Interests in Joint Ventures

• MFRS 132 Financial Instruments: Presentation

• MFRS 133 Earnings Per Share

• MFRS 134 Interim Financial Reporting

• MFRS 136 Impairment of Assets

• MFRS 137 Provisions, Contingent Liabilities and Contingent Assets

• MFRS 138 Intangible Assets

• MFRS 139 Financial Instruments: Recognition and Measurement

• MFRS 140 Investment Property

• MFRS 141 Agriculture

• IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities

• IC Interpretation 2 Members’ Shares in Co-operative Entities and Similar Instruments

• IC Interpretation 4 Determining whether an Arrangement contains a Lease

• IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental

Rehabilitation Funds

• IC Interpretation 6 Liabilities arising from Participating in a Specifi c Market

– Waste Electrical and Electronic Equipment

• IC Interpretation 7 Applying the Restatement Approach under MFRS 129 Financial Reporting in

Hyperinfl ationary Economies

• IC Interpretation 9 Reassessment of Embedded Derivatives

• IC Interpretation 10 Interim Financial Reporting and Impairment

• IC Interpretation 12 Service Concession Arrangements


A Basis of Preparation (continued)

(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective (continued)

Effective from 1 January 2012 (continued):

• IC Interpretation 13 Customer Loyalty Programmes

• IC Interpretation 14 MFRS 119 – The Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and

their Interaction

• IC Interpretation 15 Agreements for the Construction of Real Estate

• IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation

• IC Interpretation 17 Distributions of Non-cash Assets to Owners

• IC Interpretation 18 Transfers of Assets from Customers

• IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments

• IC Interpretation 107 Introduction of the Euro

• IC Interpretation 110 Government Assistance – No Specifi c Relation to Operating Activities

• IC Interpretation 112 Consolidation – Special Purpose Entities

• IC Interpretation 113 Jointly Controlled Entities – Non-Monetary Contributions by Venturers

• IC Interpretation 115 Operating Leases – Incentives

• IC Interpretation 125 Income Taxes – Changes in the Tax Status of an Entity or its Shareholders

• IC Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease

• IC Interpretation 129 Service Concession Arrangements: Disclosures

• IC Interpretation 131 Revenue – Barter Transactions Involving Advertising Services

• IC Interpretation 132 Intangible Assets – Web Site Costs

• Improvements to MFRSs (Improvements to IFRSs issued by IASB in May 2008)

• Improvements to MFRSs (Improvements to IFRSs issued by IASB in April 2009)

• Improvements to MFRSs (Improvements to IFRSs issued by IASB in May 2010)

Effective from 1 July 2012:

• Amendments to MFRS 101 Presentation of Items of Other Comprehensive Income

Effective from 1 January 2013:

• MFRS 9 Financial Instruments (IFRS 9 issued by IASB in November 2009)

Financial Instruments (IFRS 9 issued by IASB in October 2010)

• MFRS 10 Consolidated Financial Statements

• MFRS 11 Joint Arrangements

• MFRS 12 Disclosure of Interests in Other Entities

• MFRS 13 Fair Value Measurement

• MFRS 119 Employee Benefi ts

• MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011)

• MFRS 128 Investments in Associates and Joint Ventures (IAS 28 as amended by IASB in May 2011)

• IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine

The adoption of the above standards, amendments to standards and IC interpretations (where relevant) are not expected

to have a material impact on the Group’s and the Company’s fi nancial statements.

B Basis of ConsolidationThe consolidated fi nancial statements made up to 31 December include the audited fi nancial statements of the Company

and all its subsidiary companies.

Subsidiary companies are consolidated from the date of acquisition up to the date of disposal using the acquisition

method of accounting. All intercompany transactions, balances and unrealised surpluses and defi cits on transactions

between group companies have been eliminated. Where necessary, accounting policies for subsidiary companies have

been changed to ensure consistency with the policies adopted by the Group.



C Property, Plant and EquipmentFreehold land is stated at cost less impairment losses where applicable. Freehold buildings and the building component

of owner-occupied leasehold properties is stated at cost less accumulated depreciation and impairment losses where

applicable. All other property, plant and equipment are stated at historical cost less accumulated depreciation and

impairment losses where applicable. Historical cost includes expenditure that is directly attributable to the acquisition of

the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefi ts associated with the item will fl ow 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

are charged to the profi t or loss in the period in which they are incurred.

Freehold land is not depreciated. Leasehold land is amortised in equal instalment over the periods of the respective leases

which range from 61 to 91 years. Buildings are depreciated using the straight line method over their estimated useful

economic lives or the estimated remaining period of the lease, whichever is shorter.

All other property, plant and equipment are depreciated on the straight line basis to write-off the cost of each asset to

their residual values over their estimated useful lives at the following annual rates:

Buildings 31/3% – 20%

Plant and machinery 14% – 33%

Motor vehicles, equipment and fi xtures 10% – 33%

Depreciation on assets under construction commences when the assets are ready for their intended use.

The residual value, useful lives and depreciation method of property, plant and equipment are reviewed at the end of each

reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount.

On disposal of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount

is credited or charged to the profi t or loss in determining its profi t from operations.

D Intangible Assets

(i) GoodwillGoodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net

identifi able assets of the acquired subsidiary at the acquisition date. If the cost of acquisition is less than the fair

value of the net assets acquired, the difference is recognised directly in the profi t or loss. Goodwill on acquisition

on subsidiaries is tested annually for impairment or whenever events or changes in circumstances indicate that the

carrying value may not be recoverable and are carried at cost less accumulated impairment losses.

Goodwill is allocated to cash-generating units or groups of cash-generating units for the purpose of impairment testing.

(ii) Dealership rightsDealership rights, which are rights under dealership agreement, are separately identifi ed intangible assets acquired as part

of a business combination. This dealership agreement is expected to continue for an indefi nite period and, where these

agreements do not have indefi nite terms, it is believed that renewal of these agreements can be obtained without costs,

taking into account of the historical renewal and the relationship between the dealer and contracting parties. Dealership

rights are not amortised, but tested annually for impairment and carried at cost less accumulated impairment losses.

E Subsidiary CompaniesSubsidiary companies are all entities over which the Group has the power to govern the fi nancial and operating policies

generally accompanying a shareholding of more than 50% 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. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are

de-consolidated from the date that control ceases.

Investments in subsidiary companies are stated in the fi nancial statements of the Company at cost less allowance for any

accumulated impairment losses. Impairment in value of an investment is recognised as an expense in the period in which

the impairment is identifi ed.

A listing of the Group’s subsidiary companies is set out in Note 28.


F Associated CompaniesAssociated companies are all entities over which the Group has signifi cant infl uence, but no control, generally accompanying

a shareholding of between 20% and 50% of the voting rights. Investments in associated companies are accounted for in

the consolidated fi nancial statements using the equity method of accounting and are initially recorded at historical cost.

The Group’s investment in associated companies includes goodwill (net of any accumulated impairment losses) identifi ed

on acquisition. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated

company, including any other unsecured receivables, the Group does not recognise further losses, unless the Group has

incurred obligations or made payments on behalf of the associated company.

Signifi cant unrealised gains on transactions between the Group and its associated companies are eliminated to the extent

of the Group’s interest in the associated company. Unrealised losses are also eliminated unless the transaction provides

evidence of an impairment of the asset transferred.

Adjustments have been made where necessary to ensure consistency with the policies adopted by the Group.

The details of the Group’s associated company are shown in Note 28.

G Impairment of Non-Financial AssetsThe Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such

indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the

asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less cost to sell and its value-in-use. For the purpose

of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows

(cash-generating units (“CGU”)).

Impairment losses are recognised in profi t or loss except for assets that are previously revalued where the revaluation was

taken to other comprehensive income. Impairment losses would be allocated fi rst to reduce the carrying amount of any

goodwill allocated to the CGU and then to the other assets of the CGU on a pro rata basis, based on the carrying value of

each asset in the CGU. In this case, the impairment is also recognised in other comprehensive income up to the amount

of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment

losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has

been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was

recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase

cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been

recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in

which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in the subsequent

period.

H Financial Instruments

(i) DescriptionA fi nancial instrument is any contract that gives rise to both a fi nancial asset of one enterprise and a fi nancial liability

or equity instrument of another enterprise.

A fi nancial asset is any asset that is cash, a contractual right to receive cash or another fi nancial asset from another

enterprise, a contractual right to exchange fi nancial instruments with another enterprise under conditions that are

potentially favourable, or an equity instrument of another enterprise.

A fi nancial liability is any liability that is a contractual obligation to deliver cash or another fi nancial asset to

another enterprise, or to exchange fi nancial instruments with another enterprise under conditions that are potentially

unfavourable.

(ii) Financial instruments recognised on the statement of fi nancial positionThe particular recognition method adopted for fi nancial instruments recognised on the statement of fi nancial position

is disclosed in the individual accounting policy notes associated with each item.



H Financial Instruments (continued)

(iii) Fair value estimation for disclosure purposesThe face values, less any estimated credit adjustments, for fi nancial instruments with a maturity of less than one year

are assumed to approximate their fair values.

The fair values for fi nancial instruments with a maturity more than one year are estimated using a variety of methods

and assumptions that are based on market conditions existing of each statement of fi nancial position date including

estimated discounted value of future cash fl ows, quoted market price or dealer quotes.

I Financial AssetsFinancial assets are initially recognised at fair value plus transaction costs. Subsequent measurement of fi nancial assets

depends on the classifi cation of the fi nancial assets.

The Group classifi es its fi nancial assets in the following categories: loans and receivables and available-for-sale fi nancial

assets. The classifi cation depends on the purpose for which the fi nancial assets were acquired. Management determines

the classifi cation of its fi nancial assets at initial recognition.

(i) Loans and receivablesLoans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted

in an active market. Loans and receivables are carried at amortised cost using the effective interest method, less

impairment allowance. They are included in current assets, except for maturities greater than 12 months after the end

of the reporting period. These are classifi ed as non-current assets. Loans and receivables are classifi ed as “trade and

other receivables” and “cash and cash equivalents” in the statement of fi nancial position.

(ii) Available-for-sale financial assetsAvailable-for-sale fi nancial assets are non-derivatives that are either designated in this category or not classifi ed

in any other categories. They are stated at fair values and are included in non-current assets unless management

intends to dispose of the investment within 12 months of the end of the reporting period. Unrealised gains and

losses arising from changes in the fair value of these investments are recognised in other comprehensive income and

accumulated under equity in the fair value reserve. On disposal of investments or when an investment is determined

to be impaired, the cumulative gains and losses previously deferred in equity is recognised in the statement of

comprehensive income.

All purchases and sale of investments are recognised on the trade date, which is the date that the Group commits

to purchase or sell the investment. Investments are derecognised when the rights to receive cash fl ows from the

fi nancial assets have expired or have been transferred and the Group has transferred substantially all risks and

rewards of ownership.

The Group assesses at the end of each reporting period whether there is objective evidence that a fi nancial asset or

a group of fi nancial assets is impaired. In the case of equity investments classifi ed as available-for-sale, a signifi cant

or prolonged decline in the fair value of the investment below its cost is considered in determining whether the

investments are impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss

(measured as the difference between the acquisition cost and the current fair value, less any impairment loss on

that fi nancial asset previously recognised in the statement of comprehensive income) is removed from the fair value

reserve within equity and recognised in the statement of comprehensive income. Impairment losses recognised in the

statement of comprehensive income on equity investments are not reversed through the statement of comprehensive

income, until the equity investments are disposed of. Impairment testing of trade and other receivables is described

in Note 18.

J InventoriesInventories are valued at the lower of cost and net realisable value.

Cost is generally determined using the fi rst in, fi rst out method except for spare parts, where cost is determined on the

weighted average method. Work-in-progress and cost of locally assembled vehicles include direct materials, labour and an

appropriate proportion of production overheads.

Net realisable value is the estimate of the selling price in the ordinary course of business, less the estimated costs of

completion and selling expenses. Allowances are made where necessary for obsolete, slow-moving and defective stocks.


K Cash and Cash EquivalentsFor the purposes of the statement of cash fl ows, cash and cash equivalents comprise cash in hand, deposits held at call

with banks, short term highly liquid investments that are readily convertible to known amounts of cash which are subject

to an insignifi cant risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings in current

liabilities on the statement of fi nancial position.

L Financial LiabilitiesFinancial liabilities are classifi ed according to the substance of the contractual arrangement entered into and defi nitions

of a fi nancial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statement of fi nancial position when, and only

when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. Financial

liabilities are classifi ed as either fi nancial liabilities to fair value through profi t or loss or other fi nancial liabilities.

(i) Financial liabilities at fair value through profi t or lossFinancial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial

liabilities designated upon initial recognition as at fair value through profi t or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not

meet the hedge accounting criteria. Derivative liabilities are initially measure at fair value and subsequently stated

at fair value, with any resultant gains or losses recognised in profi t or loss. Net gain or losses on derivative include

exchange differences.

The Group and the Company have not designated any fi nancial liabilities as at fair value through profi t or loss.

(ii) Other fi nancial liabilitiesThe Group’s and the Company’s other fi nancial liabilities include trade payables, other payables and loan and

borrowings.

Trade and other payables are recognised initially at fair value, net of transaction costs incurred and subsequently

measured at amortised cost using the effective interest method.

Loan and borrowings are initially recognised based on the proceeds received, net of transaction costs incurred, and

subsequently measured at amortised cost using the effective yield method, any difference between proceeds (net of

transaction costs) and the redemption value is recognised in the profi t or loss over the period of the borrowings.

Borrowings are classifi ed as current liabilities unless the group has an unconditional right to defer settlement of the

liability for at least 12 months after the reporting date.

For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised,

and through the amortisation process.

A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial

liability is replaced by another form the same lender on substantially different terms, or the terms of an existing

liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original

liability, and the difference in the respective carrying amounts is recognised in profi t or loss.

M ProvisionsProvisions for service and warranty, retrenchment benefi t and legal claims are recognised when the Group has a present

legal or constructive obligation as a result of past events, it is more likely than not that an outfl ow of resources will be

required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future

operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using

a pre-tax rate that refl ects current market assessment of the time value of money and the risks specifi c to the obligation.

The increase in the provision due to passage of time is recognised as interest expense.



N Share Capital

(i) Classifi cationOrdinary shares are classifi ed as equity.

(ii) DividendsInterim dividends are accounted for in shareholders’ equity as an appropriation of retained profi ts in the period

in which they are declared whilst fi nal dividends are accounted for when approved by shareholders at the Annual

General Meeting.

O Revenue RecognitionRevenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the

ordinary course of the Group’s activities. Revenue is shown net of sales and service taxes, excise duties, and is stated net

of discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can

be reliably measured, it is probable that future economic benefi ts will fl ow to the entity.

Interest income and return on investments are recognised in the statement of comprehensive income on a time-proportion

basis unless collection is in doubt.

Dividend income is recognised when the Group’s right to receive payment is established.

P Employee Benefits

(i) Short term employee benefi tsWages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefi ts are accrued in the period in

which the associated services are rendered by employees of the Group.

(ii) Defi ned contribution planThe Group’s contributions to the Employees’ Provident Fund, a defi ned contribution plan regulated and managed by

the Government, are charged to the profi t or loss in the period to which they relate. Once the contributions have

been paid, the Group has no further fi nancial obligations.

(iii) Termination benefi tsTermination benefi ts are payable whenever an employee’s employment is terminated before the normal retirement

date or whenever an employee accepts voluntary redundancy in exchange for these benefi ts. The Group recognises

termination benefi ts when it is demonstrably committed to either terminate the employment of current employees

according to a detailed formal plan without possibility of withdrawal or to provide termination benefi ts as a result of

an offer made to encourage voluntary redundancy. Benefi ts falling due more than 12 months after the end of reporting

period are discounted to present value.

Q Leases

(i) Finance lease – accounting by lesseeThe Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group

has substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Finance leases are capitalised

at the commencement of the lease at the lower of the fair value of the leased property, plant and equipment and the

present value of the minimum lease payments.

Each lease payment is allocated between the liability and fi nance charges so as to achieve a constant rate on the

fi nance balance outstanding. The corresponding rental obligations, net of fi nance charges, are included in non-current

borrowings except for those with maturities of less than 12 months which are included in current borrowings. The

interest element of the fi nance is charged to the profi t or loss over the lease period so as to produce a constant

periodical rate of interest on the remaining balance of the liability for each period. The property, plant and equipment

acquired under fi nance leases are depreciated over the shorter of the useful lives of the asset or the lease term.

(ii) Operating lease – accounting by lesseeLeases where a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as

operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged

to the profi t or loss on the straight line basis over the lease period.


R Income TaxIncome tax expense comprises current and deferred tax. Income tax expense is recognised in profi t or loss except to the

extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.

Current income tax is provided based on the tax payable on the profi t for the fi nancial year, using income tax rate enacted

or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous

fi nancial years.

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed

to assets and liabilities for income tax purposes and their carrying amounts in the fi nancial statements. The principal

temporary differences arise from depreciation on property, plant and equipment, impairment of assets and unutilised tax

losses carried forward and in relation to acquisitions, on the difference between the fair values of the net assets acquired

and their tax bases. Deferred tax is measured at the tax rates that are expected to apply to the temporary differences when

they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognised for temporary differences which will result in deductible amounts in future periods,

carry-forward of unused tax losses and tax credits but only to the extent that it is probable that future taxable profi ts will

be available against which these temporary differences, losses or tax credits can be utilised.

Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint

ventures except where the timing of the reversal of the temporary differences can be controlled and it is probable that the

temporary differences will not reverse in the foreseeable future.

S Foreign Currencies

(i) Functional and presentation currencyThe fi nancial statements are presented in Ringgit Malaysia, which is the Group’s and Company’s functional and

presentation currency.

(ii) Transactions and balancesForeign currency monetary assets and liabilities have been converted into Ringgit Malaysia at the rates of exchange

ruling at the reporting date. Transactions in foreign currencies have been converted at rates ruling at the transaction

dates. Exchange differences arising from the settlement of foreign currency transactions and from the translation of

foreign currency monetary assets and liabilities are included in the profi t or loss.

T Segment ReportingOperating segments are reported in the manner consistent with the internal reporting provided to the chief operating

decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance

of the operating segments, has been identifi ed as the Chief Executive Offi cer, who is primarily responsible for the Group’s

and Company’s strategic decisions.



1 General InformationCycle & Carriage Bintang Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in

Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The immediate and ultimate holding companies of the Company are Jardine Cycle & Carriage Limited, a company incorporated

in Singapore and Jardine Matheson Holdings Limited, a company incorporated in Bermuda respectively.

The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sale of spare parts and

servicing of vehicles. There have been no signifi cant changes in the nature of these activities during the fi nancial year.

The address of the registered offi ce of the Company is as follows:


Mid Valley City


59200 Kuala Lumpur

The address of the principal place of business of the Company is as follows:

Lot 19, Jalan 51A/219

46100 Petaling Jaya

Selangor Darul Ehsan

2 Financial Risk Management Objectives and PoliciesThe Group’s activities expose it to a variety of fi nancial risks, including interest rate risk, credit risk, liquidity, cash fl ow risk

and foreign currency exchange risk. The Group’s overall fi nancial risk management objective is to ensure that the Group

creates value for its shareholders. Financial risk management is carried out through risk reviews, internal control systems

and adherence to Group fi nancial risk management policies. The Board regularly reviews these risks and approves the

treasury policies, which covers the management of these risks.

Interest rate riskThe Group is exposed to interest rate risk through the impact of rate changes on interest bearing borrowings. The risk is

mitigated by entering into interest rate cap contracts.

Credit riskCredit risk arises when sales are made on deferred credit terms. The Group has no signifi cant concentrations of credit risk.

The Group seeks to control credit risk by setting counterparty limits and ensuring that sale of products and services are

made to customers with appropriate credit worthiness and where necessary are partially backed by bank guarantees.

The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset in the statement

of fi nancial position after deducting any impairment allowance. The Group’s exposure to credit risk arising from trade

receivables are set out in Note 18.

NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011


2 Financial Risk Management Objectives and Policies (continued)

Liquidity and cash fl ow riskThe Group adopts prudent liquidity risk management by maintaining suffi cient cash and an adequate amount of available

committed credit facilities.

The table below analyses the Company’s non-derivative fi nancial liabilities into relevant maturity groupings based

on remaining periods at the reporting date to the maturity date. The amounts disclosed in the table are contractual

undiscounted cash fl ow:

On demand/ Between Between less than 3 to 6 6 months More than 3 months months to 1 year 1 year Total RM’000 RM’000 RM’000 RM’000 RM’000

2011

Group

Trade and other payables 117,641 2,972 786 0 121,399

Borrowings 5,013 13 17 56 5,099

122,654 2,985 803 56 126,498

Company

Trade and other payables 87,357 638 450 0 88,445

Borrowings 5,000 0 0 0 5,000

92,357 638 450 0 93,445

2010

Group

Trade and other payables 97,823 423 2,031 0 100,277

Company

Trade and other payables 88,614 113 1,202 0 89,929

Capital managementThe Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern while

seeking to maximise benefi ts to shareholders and other stakeholders. Capital is equity as shown in the consolidated

statement of fi nancial position plus net debt.

The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and

shareholder returns, taking into consideration the future capital requirements of the Group and capital effi ciency, prevailing

and projected profi tability, projected operating cash fl ows, projected capital expenditure and projected strategic investment

opportunities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to

shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the Group’s consolidated gearing ratio and consolidated interest cover. The

gearing ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings less bank

balances and other liquid funds. Interest cover is calculated as underlying business performance divided by net fi nancing

charges. The ratios are monitored by corporate management. The Group does not have a defi ned gearing or interest cover

benchmark or range.



2 Financial Risk Management Objectives and Policies (continued)

Capital management (continued)

The gearing ratio at 31 December 2011 and 2010 were as follows:

Group 2011 2010

Gearing ratio # #

Interest cover (times) 69 139

# not applicable due to net cash position

Foreign currency exchange riskThe Group is exposed to foreign currency exchange risk when enter into transactions that are not denominated in their

functional currency. The Group manages their exposure to foreign currency exchange risk through the use of foreign

currency forward contracts.

Fair value of fi nancial instrumentsFair value recognised in the statement of fi nancial position are measured using the following fair value hierarchy:

• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2 – Inputs other than quoted price included within level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices)

• Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, observable inputs)

The carrying amounts approximately fair value in respect of cash and cash equivalents, receivables and payables due to

the relative short term nature of these fi nancial instruments.

The following table analyses within the fair value hierarchy the group’s fi nancial assets measured at fair value at 31

December 2011:

Level 3 Total RM‘000 RM’000

Available-for-sale investment (Note 15) 69,739 69,739

A reconciliation from opening balances to the closing balances for fair value measurements in Level 3 of the fair value

hierarchy is as follows:

2011 2010 RM’000 RM’000

At 1 January 73,135 76,223

Loss recognised in other comprehensive income (3,396) (3,088)

At 31 December 69,739 73,135



3 Critical Accounting Estimates and JudgementEstimates and judgements used in preparing the fi nancial statements are continually evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable. The resulting

accounting estimates will, by defi nition, seldom equal the related actual results. The estimates and assumptions that have

a signifi cant effect on the carrying amounts of assets and liabilities are discussed below.

(a) Service and warranty The Group and the Company provide servicing and warranties on vehicles sold under specifi c warranty terms. A

provision is made for expected warranty claims based on past service history or potential obligation to maintain

brand image.

Factors that could impact the estimated warranty claim include the quality of the products distributed, as well as

parts and labour costs.

(b) Income taxes Signifi cant judgement is required in determining the provision for income taxes. There are many transactions and

calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group

recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due.

Where the fi nal tax outcome of these matters is different from the amounts that were initially recorded, such differences

will impact the income tax and deferred tax provisions in the period in which such determination is made.

Recognition of the deferred tax assets, which principally relate to tax losses, depends on the management’s expectation

of future taxable profi t that will be available against which the unutilised tax losses can be utilised. The outcome of

their actual utilisation may be different.

(c) Acquisition of subsidiary company The initial accounting on acquisition of subsidiary company involves identifying and determining the fair values to

be assigned to the identifi able assets, liabilities and contingent liabilities of the acquired entities. The fair values

of dealership rights and property are determined by independent, professional qualifi ed valuers by reference to

comparable market prices or present value of expected cash fl ows from the assets. Any changes in the assumptions

used and estimates made in determining the fair values, and management’s ability to measure reliably the contingent

liabilities of the acquired entity will impact the carrying amount of these assets and liabilities. Key assumptions used

in the impairment assessment are set out in Note 10.

4 RevenueRevenue of the Group and of the Company comprise sale of motor vehicles, spare parts and servicing of motor vehicles,

excluding sales and service taxes, excise duties and net of discounts.

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Sale of motor vehicles and spare parts 656,701 571,146 508,598 509,300

Servicing of motor vehicles 21,261 18,100 17,069 15,841

677,962 589,246 525,667 525,141


5 Directors’ RemunerationThe emoluments receivable by directors of the Company during the fi nancial year are as follows:


Non-Executive Directors:

– fees 338 335 338 335

6 Income Tax Expense


Current tax 8,637 7,759 7,711 7,387

Deferred tax (Note 16) (1,032) 464 (1,169) 451

7,605 8,223 6,542 7,838

Current tax:

– profi t for the fi nancial year 6,336 6,892 5,601 6,451

– under accrual in prior years (net) 2,301 867 2,110 936

Deferred tax:

– origination and reversal of temporary differences (Note 16) (1,032) 464 (1,169) 451

7,605 8,223 6,542 7,838

The effective income tax rates of the Group and of the Company differ from the prevailing statutory income tax rate of

25% (2010: 25%) due to the following:

Group Company 2011 2010 2011 2010 % % % %

Statutory Malaysian income tax rate 25 25 25 25

Tax effects of:

– expenses not deductible for income tax purposes 1 4 1 4

– income not subject to tax (8) (8) (9) (8)

– prior year under provision 4 2 4 2

Average effective income tax rate 22 23 21 23



7 Net Profit for the Financial Year

(a) Expenses by nature:


Defi ned contribution pension plan 3,647 3,193 2,983 2,761

Salaries, bonuses and other employee benefi ts costs 30,906 28,457 25,111 25,446

Write-down of inventories 1,022 393 637 322

Reversal of write-down of inventories

made in previous fi nancial year (Note 17) (104) (754) (102) (724)

Costs of inventories/materials/consumables 591,457 515,529 457,565 459,677

Demonstration car expenses 841 2,994 785 2,723

Depreciation of property, plant and equipment (Note 11) 4,174 4,192 3,482 3,904

Impairment of property, plant and equipment (Note 11) 0 28 0 28

Utilities 2,457 2,148 2,002 1,921

Repairs and maintenance 2,101 1,889 1,780 1,716

Delivery, packing and travelling 1,826 1,525 1,384 1,248

Advertising, marketing and promotion 6,813 3,742 4,840 3,435

Leasing of equipment 889 832 673 735

Directors’ remuneration 338 335 338 335

Auditors’ remuneration @ 382 532 275 471

Credit card charges 573 553 438 493

Printing and stationery 426 377 353 332

Company car expenses 880 895 753 814

Legal and professional fees 576 1,434 518 1,425

Security guard expenses 863 786 694 686

Rent for land and buildings 4,509 4,069 3,575 3,601

Other expenses 7,725 1,039 5,874 4

Total expenses* 662,301 574,188 513,958 511,353

* Total expenses consist of cost of sales, selling and distribution costs, administrative expenses and other operating expenses arising from

ordinary activities before taxation.

@ The following information relates to remuneration of auditors of the Group and of the Company during the fi nancial year:


PricewaterhouseCoopers Malaysia

Statutory audit 276 236 198 189

Fees for other services:

– non-statutory audit related services 22 142 22 142

– tax advisory and compliance work 84 154 55 140

Total remuneration 382 532 275 471


7 Net Profit for the Financial Year (continued)

(b) The following amounts have been credited in arriving at net profi t for the fi nancial year:


Dividend income from available-for-sale

investment (Note 26) 11,229 11,229 11,229 11,229

Gain on disposal of plant and equipment (Note 26) 10 11 26 10

Reversal of impairment on property,

plant and equipment (Note 11) 354 0 354 0

Interest income (Note 26) 530 604 644 604

Insurance commission income 2,002 1,768 1,884 1,660

8 DividendsDividends declared or proposed in respect of the fi nancial years ended 31 December 2011 and 2010 are as follows:

Group and Company 2011 2010

Amount of Amount of Gross dividend Gross dividend per share net of tax per share net of tax sen RM’000 sen RM’000

Interim dividend paid 5 4,047 5 3,778

Final dividend proposed 5 5,037 5 3,778

10 9,084 10 7,556

At the forthcoming Annual General Meeting on 20 April 2012, a single-tier fi nal dividend in respect of the fi nancial year

ended 31 December 2011 of 5 sen per ordinary share amounting to about RM5,037,000, will be proposed for shareholders’

approval. These fi nancial statements do not refl ect this fi nal dividend which will be accounted for in the shareholders’

equity as an appropriation of retained profi ts and accrued as a liability in the fi nancial year ending 31 December 2012

when approved by shareholders of the Company.

9 Earnings Per ShareBasic earnings per share (“EPS”) is calculated by dividing the Group profi t attributable to shareholders of the Company for

the fi nancial year by the weighted average number of ordinary shares in issue during the fi nancial year.

Group 2011 2010

Net profi t for the fi nancial year attributable to shareholders of the Company (RM’000) 26,621 26,776

Weighted average number of ordinary shares in issue (’000) 100,745 100,745

Basic earnings per share (sen) 26.42 26.58

No diluted EPS is computed for the Group as there are no dilutive potential ordinary shares in issue.



10 Intangible Assets

Goodwill on Dealership Group acquisition rights Total RM’000 RM’000 RM’000

At 1 January 2011 0 0 0

Acquisition of a subsidiary company (Note 27) 4,501 5,341 9,842

At 31 December 2011 4,501 5,341 9,842

Impairment test on intangible assetsIntangible assets relating to Lowe Motors Sdn Bhd (“LMSB”) has been allocated to the operating segments of LMSB.

The Group has engaged an independent valuation fi rm to assist in the impairment review of the carrying amount of the

intangible assets at 31 December 2011 and concluded that no impairment has occurred.

The impairment review of intangible assets was made by comparing the carrying value of LMSB including intangible assets

with the recoverable amounts of LMSB based on the value-in-use calculations. These calculations use post-tax cash fl ow

projection based on fi nancial budget approved by management covering three-year period. Cash fl ows beyond the 3 year

budget period are extrapolated using the following assumptions:

• Gross margin of 10.6% based on business plan

• Long term growth rate of 0.5% which takes into consideration the long-term growth rates of the industries

• Post-tax discount rate of 10% which refl ects business specifi c risks relating to the relevant industries

Sensitivity to changes in assumptionsWith regard to the assessment of value-in-use of the operating segments, management believes that any reasonably

possible change in any of the above key assumptions would not cause the carrying value, including intangible assets, of

the unit materially exceed its recoverable amount. The goodwill of RM4,501,000 represents the expected synergies and

economies of scales from combining operations of LMSB with the Group.

11 Property, Plant and Equipment

Motor Plant vehicles, Land and equipment

Group Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2011

Net book value at 1 January 22,559 11,163 27,513 1,313 5,898 68,446

Acquisition of a subsidiary

company (Note 27) 1,287 0 3,713 187 2,532 7,719

Reclassifi cation 0 0 1,378 (206) (1,172) 0

Additions 0 0 34 552 999 1,585

Disposals 0 0 0 (8) (21) (29)

Depreciation charge (Note 7) 0 (227) (1,524) (427) (1,996) (4,174)

Reversal of impairment loss (Note 7) 0 0 87 0 267 354

Net book value at 31 December 23,846 10,936 31,201 1,411 6,507 73,901

At cost 23,846 13,762 50,842 7,231 28,276 123,957

Accumulated depreciation 0 (2,826) (16,849) (5,806) (21,623) (47,104)

Accumulated impairment losses 0 0 (2,792) (14) (146) (2,952)



11 Property, Plant and Equipment (continued)


Group Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2010

Net book value at 1 January

– as previously reported 30,150 0 29,962 1,297 7,455 68,864

– effect of change in accounting policy (7,591) 0 (1,106) 0 0 (8,697)

– effect of amendment to

FRS 117 (Note 12) 0 11,391 0 0 0 11,391

As restated 22,559 11,391 28,856 1,297 7,455 71,558

Additions 0 0 0 604 574 1,178

Disposals 0 0 0 (3) (67) (70)


Impairment loss (Note 7) 0 0 0 0 (28) (28)


At cost 22,559 13,762 43,072 8,874 25,190 113,457


Accumulated impairment losses 0 0 (2,219) (14) (413) (2,646)


Net book value of assets acquired under fi nance lease of the Group amounted to RM110,769 (2010: Nil).


Company Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2011

Net book value at 1 January 23,559 13,017 27,367 644 5,719 70,306

Additions 0 0 34 432 533 999

Disposals 0 0 0 0 (2) (2)


Reversal of impairment loss (Note 7) 0 0 87 0 267 354

Net book value at 31 December 23,559 12,790 26,160 800 4,866 68,175

At cost 23,929 15,554 43,327 5,809 24,179 112,798


Accumulated impairment losses (370) 0 (3,337) (14) (146) (3,867)




11 Property, Plant and Equipment (continued)


Company Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2010

Net book value at 1 January

– as previously reported 30,150 0 29,738 679 7,171 67,738

– effect of change in accounting policy (6,591) 0 (1,087) 0 0 (7,678)

– effect of amendment to

FRS 117 (Note 12) 0 13,246 0 0 0 13,246

As restated 23,559 13,246 28,651 679 7,171 73,306

Additions 0 0 0 447 543 990

Disposals 0 0 0 (3) (55) (58)


Impairment loss (Note 7) 0 0 0 0 (28) (28)


At cost 23,929 15,554 43,293 5,558 23,905 112,239


Accumulated impairment losses (370) 0 (3,424) (14) (413) (4,221)


12 Leasehold Land Use Rights


At January 0 11,391 0 13,246

Effect of amendment to FRS 117:

Transfer to property, plant and equipment (Note 11) 0 (11,391) 0 (13,246)

At 31 December 0 0 0 0

13 Investments in Subsidiary Companies

Company 2011 2010 RM’000 RM’000

Unquoted investments at cost 66,185 50,185

Less: Allowance for accumulated impairment losses (18,481) (18,571)

47,704 31,614

A list of subsidiary companies is set out in Note 28.


14 Investment in an Associated Company


Unquoted investment at cost 112,732 112,732 112,732 112,732

Less: Allowance for accumulated impairment losses 0 0 (27,161) (27,161)

Less: Interim capital distribution received (79,445) (79,445) (79,445) (79,445)

Less: Dividend from pre-acquisition profi t (6,126) (6,126) (6,126) (6,126)

27,161 27,161 0 0

Share of accumulated losses and reserves of

associated company (20,446) (20,446) 0 0

Less: Goodwill written off (6,715) (6,715) 0 0

Interest in associated company 0 0 0 0

The Group’s share of the assets and liabilities and results of the associated company are summarised below:

2011 2010 RM’000 RM’000

Current assets 135 147

Current liabilities (135) (147)

Share of attributable net assets 0 0

Profi t after tax 0 205

The details of the associated company are set out in Note 28.

15 Available-For-Sale InvestmentThe available-for-sale investment relates to the Company’s investment in Mercedes-Benz Malaysia Sdn Bhd (“MBM”),

a joint-venture company with Daimler AG (“DAG”). The Company subscribed for 49% of the shares in MBM, representing

66,003,000 Class B shares at a par value of RM1 each, whilst DAG subscribed for 51% of the shares in MBM representing

68,697,000 Class A shares at a par value of RM1 each on 10 January 2003. The rights attached to the Class A and Class

B shares are set out in the Articles and Memorandum of Association. The participation of the Company in MBM shall

not entitle the Company to any veto rights or minority rights except for veto rights under the Malaysian Company law in

relation to Class B shares, and accordingly the investment has been accounted for as simple investment instead of an

associated company.

There are put and call options in respect of the Company’s stake which are not exercisable prior to 31 December 2012.

Under the terms of the agreement with DAG, the Company is entitled to receive an annual net dividend income of RM11.2

million in respect of the investment in MBM until December 2012.

During the fi nancial year ended 31 December 2011, the Group recognised a dividend income of RM11.2 million (2010:

RM11.2 million).

The fair value of the investment in MBM at 31 December 2011 is RM69,739,000 (2010: RM73,135,000). In determining the

fair value, the directors have discounted the future contractual cash fl ows (dividends receivable) from January 2010 to

December 2012 at the Group’s rate of return for similar investment, and on the assumption that the Put and Call Options

will be exercised on 1 January 2013. The post-tax discount rate applicable for the fi nancial year is 10%.



16 Deferred TaxationDeferred 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 statement of fi nancial position:


Deferred tax assets 1,029 879 2,004 835

At 1 January 879 1,343 835 1,286

Acquisition of a subsidiary company (Note 27) (882) 0 0 0

(Charged)/credited to profi t or loss (Note 6):

– property, plant and equipment (608) (57) (539) (35)

– provisions 1,533 (401) 1,626 (393)

– allowance for slow moving inventory 107 (6) 82 (23)

1,032 (464) 1,169 (451)

At 31 December 1,029 879 2,004 835

Subject to income tax:

Deferred tax assets (before offsetting)

Provisions 2,397 506 2,094 468

Allowance for slow moving inventory 943 530 550 468

3,340 1,036 2,644 936

Offsetting (2,311) (157) (640) (101)

Deferred tax assets (after offsetting) 1,029 879 2,004 835

Deferred tax liabilities (before offsetting)

Intangible asset 1,335 0 0 0

Property, plant and equipment 976 157 640 101

2,311 157 640 101

Offsetting (2,311) (157) (640) (101)

Deferred tax liabilities (after offsetting) 0 0 0 0

Subject to agreement with the Inland Revenue Board, the amount of deductible temporary differences and unutilised

tax losses (both of which have no expiry date) for which no deferred tax asset has been recognised in the statement of

fi nancial position are as follows:


Deductible temporary differences 680 603 0 0

Unutilised tax losses 6,204 6,485 0 0


17 Inventories


Motor vehicles 67,957 38,996 46,461 34,590

Spare parts 8,405 6,618 6,658 5,980

76,362 45,614 53,119 40,570

The Group and the Company reversed RM104,000 and RM102,000 (2010: RM754,000 and RM724,000) (Note 7) respectively

in respect of part of inventory write-down made in prior fi nancial year that were subsequently not required as the Group

and the Company were able to sell these inventories at values above their carrying amounts.

18 Trade and Other Receivables


Trade receivables 36,113 27,931 26,440 24,922

Less: Allowance for impairment (173) (179) (132) (175)

35,940 27,752 26,308 24,747

Warranty claims receivables 1,816 1,740 1,359 1,606

Less: Allowance for impairment (608) (626) (441) (582)

1,208 1,114 918 1,024

Dividend receivable 11,229 11,229 11,229 11,229

Deposits 2,147 1,993 1,775 1,832

Others 1,015 163 1,005 156

Amounts due from subsidiary companies 0 0 5,309 2,578

Less: Allowance for impairment 0 0 (1,152) (1,152)

0 0 4,157 1,426

51,539 42,251 45,392 40,414

Credit terms of trade receivables range from 30 to 90 days.

Concentrations of credit risk with respect to trade receivables are limited as the more signifi cant debts are partially backed

up by bank guarantees and their payment track records. The Group and Company’s historical experience in collection of

trade receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit

risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.

The amounts due from subsidiary companies are, unsecured, interest free and are repayable upon demand.

All trade receivables and other receivables are denominated in Ringgit Malaysia.



18 Trade and Other Receivables (continued)

The ageing analysis of the trade receivables and warranty receivables is as follows:


Neither past due nor impaired 28,030 21,960 19,990 19,488

Past due but not impaired:

Below 31 days 3,978 2,809 3,281 2,610

31 to 60 days 2,628 1,587 2,066 1,416

61 to 90 days 1,078 1,256 805 1,143

Over 90 days 226 112 166 90

7,910 5,764 6,318 5,259

Impaired

Gross 1,989 1,947 1,491 1,781

Allowance for impairment (781) (805) (573) (757)

1,208 1,142 918 1,024

37,148 28,866 27,226 25,771

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with

the Group. Most of the Group’s trade receivables are arising from sales to reputable public listed companies, fi nance

companies, banks, government or semi-government institutions.

Trade receivables that are individually determined to be impaired at the reporting date relate to disputed debts or under

legal action and debts that have past due more than 90 days. These receivables are not secured by any collateral or credit

enhancement.

Warranty claims receivables are individually determined to be impaired at the reporting date based on the average

rejection rate of 1.0% (2010: 1.0%).

Movements in the allowance for impairment of trade receivables and other receivables:


At 1 January 805 15,718 757 15,664

Acquisition of a subsidiary company 38 0 0 0

Allowance made/(write back) during the fi nancial year 88 250 (60) 256

Written off during the fi nancial year (150) (15,163) (124) (15,163)

At 31 December 781 805 573 757

The other classes within trade and other receivables do not contain impaired assets.

The maximum exposure to credit risk at the statement of fi nancial position date is the carrying value of each class of

receivable mentioned above. Where necessary, the Group would request for bank guarantees as collaterals.


19 Cash and Cash Equivalents


Deposits with licensed banks 29,525 38,860 28,621 38,860

Bank and cash balances 8,293 8,586 3,087 6,877

37,818 47,446 31,708 45,737

Cash and cash equivalents are denominated in Ringgit Malaysia. The bank balances are placed in current accounts with

major licensed banks in Malaysia.

The weighted average annual interest rate that was effective as at the reporting date is as follows:

Group and Company 2011 2010 % % per annum per annum

Deposits with licensed banks 2.66 2.13

Deposits with licensed banks of the Group and of the Company have an average maturity period of 1 day (2010: 1 day).

20 Provisions for Liabilities and Charges

Service and Legal Group warranty claims Total RM’000 RM’000 RM’000

At 1 January 2011 671 320 991

Additional provisions during fi nancial year 0 1,550 1,550

Unused amounts reversed (178) (210) (388)

(Credited)/charged to profi t or loss (Note 26) (178) 1,340 1,162

Utilised during the fi nancial year (2) (100) (102)

At 31 December 2011 491 1,560 2,051

At 1 January 2010 672 291 963

Additional provisions during fi nancial year 0 290 290

Unused amounts reversed 0 (261) (261)

Charged to profi t or loss (Note 26) 0 29 29

Utilised during the fi nancial year (1) 0 (1)

At 31 December 2010 671 320 991



20 Provisions for Liabilities and Charges (continued)

Service and Legal Company warranty claims Total RM’000 RM’000 RM’000

At 1 January 2011 636 290 926

Additional provisions during the fi nancial year 0 1,550 1,550

Unused amounts reversed (178) (210) (388)

(Credited)/charged to profi t or loss (Note 26) (178) 1,340 1,162

Utilised during the fi nancial year (1) (80) (81)

At 31 December 2011 457 1,550 2,007

At 1 January 2010 637 253 890

Additional provisions during the fi nancial year 0 290 290

Unused amounts reversed 0 (253) (253)

Charged to profi t or loss (Note 26) 0 37 37

Utilised during the fi nancial year (1) 0 (1)

At 31 December 2010 636 290 926

Service and warrantyThe Group and the Company provide service and warranties on vehicles sold under specifi c warranty terms. A provision is

made for expected warranty claims based on past service history or potential obligation to maintain brand image.

Legal claimsThe provision made represents various legal claims arising from the ordinary course of business.

21 Trade and Other Payables


Trade payables 103,895 82,830 73,073 73,614

Trade accruals 17,504 17,447 15,372 16,315

121,399 100,277 88,445 89,929

Credit terms of trade payables granted to the Group and the Company vary from 30 to 90 days.

All trade payables and accruals are denominated in Ringgit Malaysia.

22 Amounts Due to Subsidiary CompaniesThe amounts due to subsidiary companies are denominated in Ringgit Malaysia, unsecured, interest free and are repayable

upon demand.


23 Borrowings


Current

Banker acceptance (unsecured) 5,000 0 5,000 0

Finance lease liabilities (secured) 43 0 0 0

5,043 0 5,000 0

Non-current


Total

Banker acceptance (unsecured) 5,000 0 5,000 0


5,099 0 5,000 0

The minimum fi nance lease payments under the fi nance lease liabilities are as follows:-

Group 2011 2010 RM’000 RM’000

Within one year 49 0

Between one and fi ve years 59 0

108 0

Less: future fi nance charges (9) 0

Present value of fi nance lease liabilities 99 0

Analysis of present value of fi nance lease liabilities:

Within one year 43 0

Between one to fi ve years 56 0

99 0

The obligations under fi nance leases bore interest rates ranging from 3.25% to 3.55% per annum at the reporting date.

24 Share Capital

Group and Company 2011 2010

’000 RM’000 ’000 RM’000

Ordinary shares of RM1 each

Authorised:

At 1 January/31 December 200,000 200,000 200,000 200,000

Issued and fully paid-up:

At 1 January/31 December 100,745 100,745 100,745 100,745



25 Retained ProfitsUnder the single-tier tax system which came 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. During the fi nancial year, the

Company had fully utilised its tax credits in the Section 108 and had distributed single-tier dividends. The Company would

be able to distribute dividends out of its entire retained profi ts as at 31 December 2011 under the single-tier system.

26 Net Cash Flow from Operations


Profi t before tax 34,226 34,999 30,643 33,931

Adjustments for:

Property, plant and equipment:

– depreciation 4,174 4,192 3,482 3,904

– gain on disposal (Note 7) (10) (11) (26) (10)

– impairment (354) 28 (354) 28

Interest income (Note 7) (530) (604) (644) (604)

Finance cost 503 254 301 254

Provisions (Note 20) 1,162 29 1,162 37

Dividend income (Note 7) (11,229) (11,229) (11,229) (11,229)

Share of results of an associated company 0 (205) 0 0

(Reversal)/provision for diminution in

value of investment on a subsidiary company 0 0 (90) 40

Interim capital distribution from an associated company 0 0 0 (400)

(6,284) (7,546) (7,398) (7,980)

27,942 27,453 23,245 25,951

Changes in working capital:

Inventories (17,523) 7,986 (12,549) 7,881

Receivables (5,674) 1,580 (2,247) 1,218

Payables 12,805 16,714 (1,484) 11,467

Subsidiary companies’ balances 0 0 (3,708) 7,048

(10,392) 26,280 (19,988) 27,614

Net cash fl ow from operations 17,550 53,733 3,257 53,565


27 Net Cash Outflow from Acquisition of a Subsidiary CompanyOn the 23 November 2010, the Company announced that it had entered into a conditional share sale agreement to acquire 100% of Lowe Motors Sdn. Bhd. (“LMSB”), a company incorporated in Malaysia for RM16 million. The acquisition of LMSB was completed on 13 May 2011.

Fair values of net asset acquired and net cash fl ow on acquisition of LMSB and its subsidiary company are analysed as follows:-

RM’000

Property, plant and equipment 7,719

Dealership rights 5,341

Inventories 13,225

Trade and other receivables 3,614

Cash and cash equivalents 1,820

Borrowings (10,224)

Deferred tax liabilities (882)

Trade and others payables (7,851)

Taxation (1,263)

Goodwill on acquisition 4,501

Total cash outfl ow on acquisition of subsidiary company 16,000

Less: Cash and cash equivalents acquired (1,820)

Attributable net assets 14,180

The Group has completed its purchase price allocation exercise on the acquisition and has accounted for the fair value adjustments accordingly. The revenue and net profi t of the acquired subsidiary company included in the consolidated statement of comprehensive income for the period from 1 May 2011 to 31 December 2011 amounted to RM85,211,000 and RM1,002,000 respectively. Had the acquisition taken effect on 1 January 2011, the revenue and net loss of the acquired subsidiary company included in the consolidated statement of comprehensive income of the Group would have been RM127,219,000 and RM2,750,000 respectively.

28 Subsidiary and Associated CompaniesThe subsidiary and associated companies, which are all incorporated in Malaysia and directly owned by the Company, are detailed below:

Issued Group’s share capital 2011 2010 Principal activities RM’000 % %

Subsidiary companiesIpoh Motors Sdn Berhad 1,710 100 100 Retailing of motor vehicles, sale of spare parts, and servicing of vehicles.

Srisari Sdn. Bhd. 0* 100 100 Dormant.

Selecsama Sdn. Bhd. 5,000 100 100 Sale of spare parts and servicing of vehicles.

Cycle & Carriage 31,000 100 100 Dormant. (Malaysia) Sdn Berhad

Lowe Motors Sdn. Bhd. 4,898 100 0 Retailing of motor vehicles, sale of spare parts, and servicing of vehicles.

Lowe Properties Sdn. Bhd. 200 100 0 Renting of premises.

Associated companyCCL Group Properties Sdn Berhad # 59,664 40 40 Property investment.

* Issued share capital of RM2

# Under members voluntary liquidation



29 Related Party DisclosuresIn addition to related party disclosures disclosed elsewhere in the fi nancial statements, set out below are other related

party transactions and balances.

The related party transactions described below were carried out on terms and conditions agreed by the related parties.

Company 2011 2010 RM’000 RM’000

(a) With subsidiary companies:

Transfer of motor vehicles and prepaid sales tax to a subsidiary 36,650 53,501

Transfer of motor vehicles and prepaid sales tax from a subsidiary (37,542) (57,153)

Sale of motor vehicles, goods and services 0 182

Servicing of motor vehicles (1,206) 0

Receipt of rental 420 420

Receipt of management fees 698 467

Receipt of interest income 131 0

(b) With an associated company:

Interim capital distribution 0 400


(c) With substantial shareholders and companies related to substantial shareholders:

Sale of motor vehicles to Jardine

Matheson (Malaysia) Sdn. Bhd. 0 603 0 603

Payments to Jardine Cycle & Carriage Limited:

– Group service charge (382) (390) (382) (390)

– Insurance premium (19) (24) (19) (24)

Payments of insurance premiums to insurance

broker Jardine Lloyd Thompson Sdn Bhd (111) (102) (111) (102)

Receipts of subsidy from Jardine

Cycle & Carriage Limited 0 20 0 20

Payment of HR services and IT services

to Cycle & Carriage Industries Pte Limited (86) (84) (86) (84)

Purchase of computer software and peripherals

from Jardine OneSolution (2001) Sdn Bhd (702) (698) (702) (698)

Payments of group internal audit

fees to Jardine Matheson & Co., Ltd (230) (230) (230) (230)


29 Related Party Disclosures (continued)


(d) With directors:

Sale of motor vehicle to a director 407 0 407 0

(e) Remuneration of key management personnel of the Group:

Fees, salaries and other short term

employee benefi ts (2,482) (2,120) (2,482) (2,120)

Relationships with the above related parties are as follows:

Related party Relationship

Jardine Cycle & Carriage Limited The holding company of the Company.

Jardine Matheson & Co., Ltd Subsidiary companies of Jardine Matheson Holdings Limited,

Jardine OneSolution (2001) Sdn Bhd the ultimate holding company of the Company.

Jardine Lloyd Thompson Sdn Bhd

Jardine Matheson (Malaysia) Sdn. Bhd.

Outstanding balances with the above related parties arose from normal trade transactions during the fi nancial year.

30 Contingent Liabilities (Unsecured)(a) At 31 December 2011, the Group and the Company had contingent liabilities in respect of various legal claims against

the Company amounting to RM3,123,000 (2010: RM2,094,000). After taking appropriate legal advice, the directors

are of the opinion that the outcome of such actions is unlikely to give rise to any signifi cant loss to the Group and

the Company.

(b) At 31 December 2011, the Group and the Company had contingent liabilities in respect of recognition of “years of

service” in the Company in the event of a “retrenchment or closure exercise” by Mercedes-Benz Malaysia Sdn Bhd

(“MBM”) in respect of those former employees who opted to join MBM in December 2002 amounting to RM1,900,000

(2010: RM2,600,000). The directors are of the view the likelihood of this event materialising is remote and as such

no provision has made in the fi nancial statements.

(c) At 31 December 2011, the Group and the Company had contingent liabilities in respect of recognition of “years of service”

in the Company in the event of a “retrenchment or closure exercise” by Hap Seng Auto Sdn Bhd (“HSA”) in respect of

those former employees who opted to join HSA in December 2005 amounting to RM620,000 (2010: RM620,000).

If these employees are retrenched due to the closure and cessation of business by HSA within 10 years after the

completion of the business and asset transfer from the Company’s Kuching Branch to HSA, the Company is liable for

the cost of retrenchment in respect of period of employment under the Company. The directors are of the view the

likelihood of this event materialising is remote and as such no provision has been made in the fi nancial statements.

(d) In 1997, the Company supplied units of bus chassis to Transit Link Sdn Bhd (“Transit Link”) and was paid by Transit

Link’s appointed bus body builder, Hup Lee Coachbuilders Holdings Sdn Bhd (“Hup Lee”).

On 10 February 2004, Hup Lee served a Writ of Summons on the Company after an earlier Originating Summons on

the same matter was dismissed. In the Writ, Hup Lee is seeking the return of the monies it paid to the Company

alleging wrongful payment of RM8 million plus accrued interest. The matter went on trial and the court has decided in

favour of the Company in December 2009. Hup Lee has fi led an appeal to the Court of Appeal in January 2010. Based

on legal advice, the directors believe that the Company has a reasonable chance of succeeding and accordingly, no

provision has been made in the fi nancial statements for this claim.



31 Financial InstrumentsThe carrying amounts of other fi nancial assets and liabilities of the Group and of the Company at the reporting date

approximated their fair values.

32 Segment ReportingThe activities of the Group are conducted within Malaysia as shown in the following business segments:

• Automobile industry – retailing of motor vehicles, sales of spare parts and servicing of vehicles.

• Investment – investment in Mercedes-Benz Malaysia Sdn Bhd.

• Others – property investment through an associated company, CCL Group Properties Sdn Berhad

(under members voluntary liquidation).

Automobile industry Investment Others Total RM’000 RM’000 RM’000 RM’000

2011

Revenue 677,962 0 0 677,962

Results:

Segment results 23,500 11,229 0 34,729

Finance cost (503) 0 0 (503)

34,226

Tax expense (Note 6) (7,605)

Net profi t 26,621

Net assets:

Segment assets 238,233 80,968 0 319,201

Unallocated assets 1,709

320,910

Segment liabilities 128,549 0 0 128,549

Unallocated liabilities 880

129,429

Other information:

Capital expenditure 1,585 0 0 1,585

Depreciation 4,174 0 0 4,174

2010

Revenue 589,246 0 0 589,246

Results:

Segment results 23,819 11,229 0 35,048

Finance cost (254) 0 0 (254)

Share of results of an associated company 0 0 205 205

34,999

Tax expense (Note 6) (8,223)

Net profi t 26,776


32 Segment Reporting (continued)

Automobile industry Investment Others Total RM’000 RM’000 RM’000 RM’000

2010 (continued)

Net assets:

Segment assets 192,528 84,364 0 276,892

Unallocated assets 1,064

277,956

Segment liabilities 101,268 0 0 101,268

Unallocated liabilities 607

101,875

Other information:

Capital expenditure 1,178 0 0 1,178

Depreciation 4,192 0 0 4,192

33 Commitments

(a) Capital commitmentsCapital expenditure not provided for in the fi nancial statements are as follows:


Property, plant and equipment

– Approved and contracted 8,753 112 8,753 112

– Approved but not contracted 123 0 123 0

8,876 112 8,876 112

(b) Operating lease commitmentsThe Group leases various properties under non-cancellable operating lease agreements. The leases have varying

terms and renewal rights.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:


Within one year 2,380 3,606 2,074 3,502

Between one and fi ve years 14 1,441 0 1,430

2,394 5,047 2,074 4,932


34 Supplementary Information Disclosed Pursuant to Bursa Malaysia Securities Berhad Listing RequirementsThe following analysis of realised and unrealised retained profi ts at the legal entity level is prepared in accordance with

Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure

Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants

whilst the disclosure at the Group level is based on the prescribed format by the Bursa Malaysia Securities Berhad.

The retained profi ts as at 31 December 2011 is analysed as follow:


Total retained profi ts of the Cycle & Carriage Bintang Berhad

and its subsidiaries:

Realised 61,125 40,068 65,969 49,781

Unrealised 313 (111) (3) (91)

61,438 39,957 65,966 49,690

Total share of accumulated losses

from an associated company:

Realised (59,664) (59,664) 0 0

1,774 (19,707) 65,966 49,690

Consolidation adjustments – realised 61,369 64,054 0 0

Total retained profi ts 63,143 44,347 65,966 49,690


FIVE-YEAR SUMMARY

2007 2008 2009 2010 2011 RM’000 RM’000 RM’000 RM’000 RM’000

Consolidated Statements of Comprehensive IncomeRevenue 658,566 556,807 466,320 589,246 677,962

Profi t before tax 11,399 53,546 36,529 34,999 34,226Tax expense (3,604) (838) (8,357) (8,223) (7,605)Net profi t attributable to shareholders 7,795 52,708 28,172 26,776 26,621

Earnings per share (sen) 7.7 52.3 28.0 26.6 26.4 Gross dividend per share (sen) 10.0 145.0 130.0 10.0 10.0

Consolidated Statements of Financial PositionProperty, plant and equipment 87,685 76,102 71,558 68,446 73,901 Intangible assets 0 0 0 0 9,842 Investment in an associated company 527 204 195 0 0Available-for-sale investment 66,003 66,003 66,003 73,135 69,739

Other net non-current (liabilities)/assets (886) 2,914 1,343 879 1,029 Non-current assets held for sale 10,291 250 0 0 0Net current assets, other than net cash/(borrowings) 156,096 15,544 12,203 (13,825) 4,251 Net (borrowings)/cash (44,541) 58,766 (1,573) 47,446 32,719 Net operating assets 275,175 219,783 149,729 176,081 191,481

Share capital 100,745 100,745 100,745 100,745 100,745

Reserves 174,430 119,038 48,984 75,336 90,736 Shareholders’ funds and capital employed 275,175 219,783 149,729 176,081 191,481

Net assets value per share (RM) 2.7 2.2 1.5 1.7 1.9

Consolidated Statements of Cash FlowsNet cash fl ow from operating activities 68,438 120,569 27,489 46,043 7,353 Net cash fl ow from/(used in) investing activities 10,602 81,316 10,398 10,532 (4,497)Net cash fl ow used in fi nancing activities (88,354) (157,578) (68,226) (37,556) (12,484)

Net cash fl ow per share from operating activities (RM) 0.7 1.2 0.3 0.5 0.1

Key RatiosGearing 16% 0% 1% 0% 0%Interest cover (times) 4 71 73 139 69 Dividend cover (times) 1.1 0.5 0.3 3.5 2.9 Dividend payout 95% 205% 349% 28% 34%Return on shareholders’ funds 2.8% 21.3% 15.2% 16.4% 14.5%

Notes :1. Earnings per share is computed based on the net profi t attributable to shareholders divided by the weighted average number of shares in issue.

2. Gross dividend per share represents the dividend declared and dividend proposed per share for the fi nancial year.

3. Net assets value per share is computed based on shareholders’ funds divided by the number of shares in issue at the end of the fi nancial year.

4. Net cash fl ow per share from operating activities is computed based on the net cash fl ow from operating activities divided by the weighted average

number of shares in issue.

5. Gearing is computed based on net borrowings divided by shareholders’ funds.

6. Interest cover is computed based on profi t before interest expense and tax expense divided by interest expense.

7. Dividend cover is based on the net profi t attributable to shareholders divided by net dividend declared and dividend proposed for the fi nancial year.

8. Dividend payout is based on net dividend declared and dividend proposed for the fi nancial year divided by net profi t attributable to shareholders.

9. Return on shareholders’ funds is computed based on net profi t attributable to shareholders divided by average shareholders’ funds.

10. Included in 2008 and 2009 gross dividends were special gross interim dividends of 135 sen and 120 sen per share respectively.


FINANCIAL CHARTS

0

10

20

30

40

50

60

Earnings per share

1110090807

sen

0

3

6

9

12

15

0

3

6

9

12

15

Gross dividend per share *

1110090807

sen

0

200

400

600

800

1,000

Revenue

1110090807

RM’ million

0

50

100

150

200

250

300

0.0

0.5

1.0

1.5

2.0

2.5

3.0

RM

Capital employed

Net asset value per share (RM)

1110090807

RM’ million

0

10

20

30

40

50

60

Net profit attributable to shareholders

1110090807

RM’ million

%

0

50

100

150

200

250

300

0

5

10

15

20

25

Shareholders’ funds

Return on average shareholders’ funds (%)

1110090807

RM’ million

* excluding special interim dividend


Location of Property DescriptionApproximate

Age of Building(Years)

Land Area(sq. ft.)

Land Tenure (expiry of lease)

Net Book Value

RM’000

Acquisition Date

1. Lot 5,

Jalan Perusahaan

Satu, Kawasan

Perindustrian PKNS,

68100 Batu Caves,

Selangor.

Service centre,

parts retail

and offi ce.

15 178,118 Leasehold

(5 September

2074)

5,103 14 December

1982

2. No. 102, Jalan

Skudai,

81200 Johor Bahru,

Johor.

MB Autohaus

– vehicle

showroom,

service centre,

parts retail

and offi ce.

20 223,799 Freehold 10,853 30 January

1991

3. No. 75, Jalan Tunku

Abdul Rahman,

30010 Ipoh,

Perak.

MB Autohaus

– vehicle

showroom,

service centre,

parts retail

and offi ce.

8 100,155 Freehold 3,780 24 December

1983

4. No. 37A, Lot 82,

Jalan Kamunting,

Tanah Rata,

39007 Cameron

Highlands,

Pahang.

Holiday bungalow. 35 50,569 Leasehold

(30 August

2037)

32 23 November

1977

5. No. 16, Jalan

PJU 7/5, Mutiara

Damansara, 47800

Petaling Jaya,

Selangor.

MB Autohaus

– vehicle

showroom,

service centre,

parts retail

and offi ce.

6 63,217 Freehold 18,781 7 April 2005

6. Lot 19, Jalan

51A/219,

46100 Petaling Jaya,

Selangor.

MB Autohaus

– vehicle

showroom,

service centre,

parts retail

and offi ce.

6 102,997 Leasehold

(7 January 2067)

21,062 21 April 2004

7. No. 1619, Jalan

Pengkalan,

Bukit Tengah,

14000 Bukit

Mertajam, Penang.

Service centre,

parts retail

and offi ce.

15 90,018 Freehold 4,922 13 May 2011

GROUP PROPERTIES As at 31 December 2011


SHAREHOLDING STATISTICS

Analysis of Shareholdings by Range Groups as at 29 February 2012

No. of % Over Total No. of % Over Total Size of Shareholdings Shares Shares Holders Shareholders

1 - 99 3,629 0.01 274 5.75

100 - 1,000 1,380,574 1.37 1,699 35.67

1,001 - 10,000 9,102,095 9.03 2,450 51.44

10,001 - 100,000 7,921,002 7.86 314 6.59

100,001 - 5,037,224 13,273,900 13.18 24 0.51

5,037,225 and above 69,063,300 68.55 2 0.04

100,744,500 100.00 4,763 100.00

Thirty Largest Shareholders as at 29 February 2012

No. Investor Name/Benefi ciary Name No. of Shares %

1. HDM Nominees (Asing) Sdn Bhd DBS Vickers Secs (S) Pte Ltd for Jardine Cycle & Carriage Limited 59,543,000 59.10

2. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board 9,520,300 9.45

3. CIMSEC Nominees (Tempatan) Sdn Bhd Exempt an for CIMB Trustee Berhad (CO1046) 3,792,000 3.76

4. Employees Provident Fund Board 1,500,000 1.49

5. Key Development Sdn. Berhad 1,183,000 1.17

6. Gan Teng Siew Realty Sdn. Berhad 1,049,900 1.04

7. Chinchoo Investment Sdn. Berhad 909,000 0.90

8. Mikdavid Sdn Bhd 864,900 0.86

9. Gemas Bahru Estates Sdn. Bhd. 797,700 0.79

10. CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Goh Sin Bong (MP0081) 514,000 0.51

11. Bidor Tahan Estates Sdn. Bhd. 356,200 0.35

12. Citigroup Nominees (Asing) Sdn Bhd CBNY for Dimensional Emerging Markets Value Fund 241,300 0.24

13. Tan Tiaw Huat 220,700 0.22

14. Chan Kim Sendirian Berhad 194,900 0.19

15. Sin Ee Nam 182,300 0.18

16. Rengo Malay Estate Sendirian Berhad 179,700 0.18

17. HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd for Johore (Masai) Plantation Sdn Bhd. 160,000 0.16

18. CIMSEC Nominees (Asing) Sdn Bhd Exempt an for CIMB Securities (Singapore) Pte Ltd (Retail Clients) 151,000 0.15

19. Sinjin Pertama Holdings Sdn. Bhd. 150,000 0.15

20. Lee Joo Chew @ Lee Sean Wah 142,000 0.14

21. Mayban Securities Nominees (Asing) Sdn Bhd Exempt an for UOB Kay Hian Pte Ltd (A/c Clients) 133,000 0.13

22. HDM Nominees (Asing) Sdn Bhd Lim & Tan Securities Pte Ltd for Yap Giau Teck @ Yap Geow Teck 120,000 0.12

23. Mikdavid Sdn Bhd 115,000 0.11

24. Cheong Yee Sum @ Wong Yee Sum 112,300 0.11

25. Public Invest Nominees (Asing) Sdn Bhd Exempt an for UOB Kay Hian Pte Ltd (A/c Clients) 104,000 0.10

26. Chong Kok Fah 101,000 0.10

27. Chew Saw Kee 100,000 0.10

28. Lim Chir Ching 100,000 0.10

29. Chinchoo Holdings (S) Private Limited 99,800 0.10

30. Ong Aik Khoon 99,000 0.10

82,736,000 82.10


Substantial Shareholders as at 29 February 2012

Direct Indirect

No. Name No. of Shares % No. of Shares %

1. Jardine Cycle & Carriage Limited 59,543,000 59.10 – –

2. Employees Provident Fund Board 11,020,300 10.94 – –

3. Jardine Matheson Holdings Limited – – 59,543,000* 59.10

4. JMH Investments Limited – – 59,543,000* 59.10

5. Jardine Strategic Holdings Limited – – 59,543,000* 59.10

6. JSH Asian Holdings Limited – – 59,543,000* 59.10

7. Jardine Strategic Singapore Pte Ltd – – 59,543,000* 59.10

* Deemed interest by virtue of Section 6A of the Companies Act, 1965

Directors’ Shareholding as at 29 February 2012

None of the Directors hold shares in the Company.


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 44th Annual General Meeting of the Company will be held at Concorde Ballroom 1, Lobby Level,

Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 20 April 2012 at 9.00 a.m., for the following purposes:

Agenda

1. To receive the Audited Financial Statements for the fi nancial year ended 31 December 2011 together with

the Reports of the Directors and the Auditors thereon.

Resolution 1

2. To approve the payment of a fi nal single-tier dividend of RM0.05 per share for the fi nancial year ended

31 December 2011 as recommended by the Directors.

Resolution 2

3. To approve the payment of Directors’ fees of up to RM344,000 for the fi nancial year ending 31 December

2012 (2011: RM338,000).

Resolution 3

4. To re-elect Vimala A/P V.R. Menon, who is retiring pursuant to Article 98 of the Articles of Association

of the Company.

Resolution 4

5. To elect Alexander Newbigging, who is retiring pursuant to Article 103 of the Articles of Association of

the Company.

Resolution 5

6. To consider and if thought fi t, to pass the following resolution pursuant to Section 129(6) of the

Companies Act, 1965:-

“THAT Tan Sri Dato’ Sulaiman bin Sujak who is over the age of seventy years and retiring in accordance

with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the

Company and to hold offi ce until the next Annual General Meeting.”

Resolution 6

7. To re-appoint Messrs. PricewaterhouseCoopers as Auditors and to authorise the Directors to fi x their

remuneration.

Resolution 7

8. To transact any other business of which due notice shall be given.

As Special Business:

To consider and if thought fi t, to pass the following resolutions with or without modifi cations:

9. Ordinary ResolutionAuthority to issue new ordinary shares pursuant to Section 132D of the Companies Act 1965 (“the Act”)

“THAT, pursuant to Section 132D of the Act and the Articles of Association of the Company and subject

to the approvals from Bursa Malaysia Securities Berhad and other relevant government/regulatory

authorities, where such approval is necessary, the Directors of the Company be and are hereby empowered

pursuant to Section 132D of the Act to issue shares in the Company at any time until the conclusion

of the next Annual General Meeting and upon such terms and conditions and for such purposes as the

Board of Directors may, in their absolute discretion, deem fi t provided that the aggregate nominal value

of shares to be issued during the preceding 12 months does not exceed 10% of the nominal value of

the issued and paid-up share capital (excluding treasury shares) of the Company for the time being

AND THAT the Board of Directors be and are also empowered to obtain approval for the listing of and

quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.”

Resolution 8


10. Ordinary ResolutionAuthority for the Renewal of the Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature With Related Parties (“RRPT”) under Paragraphs 2.3.1 and 2.3.2 of the Circular to Shareholders dated 29 March 2012 (“Circular”)

(i) “THAT, subject to the Act and Bursa Malaysia Securities Berhad Main Market Listing Requirements,

approval be and is hereby given to the Company and its subsidiary companies to renew the

proposed shareholders’ mandate for RRPT which are necessary for the day-to-day operations and

not more favourable to the related parties than those generally available to the public (“Proposed

Shareholders’ Mandate”) and are not to the detriment of the minority shareholders as set out in

Paragraphs 2.3.1 and 2.3.2 of the Circular and that the authority conferred by this resolution shall

take effect immediately upon the passing of this resolution;

(ii) THAT such Proposed Shareholders’ Mandate is subject to annual renewal and such approval shall

continue to be in force until:

(a) the conclusion of the next Annual General Meeting of the Company following this Annual

General Meeting, at which time it will lapse, unless by a resolution passed at the meeting,

the authority is renewed;

(b) the expiration of the period within which the next Annual General Meeting after the date

is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such

extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in general meeting;

whichever is the earlier;

(iii) THAT the Directors of the Company be and are hereby authorised to complete and do all such

acts and things (including executing all such documents as may be required) as they may consider

expedient or necessary to give effect to the renewal and the extension of the scope of the

Proposed Shareholders’ Mandate;

(iv) THAT the estimates given of the RRPT specifi ed in Paragraph 2.3.2 of the Circular being provisional

in nature be accepted and that, the Directors and/or any of them be and are hereby authorised to

agree to the actual amounts thereof provided always that such amount or amounts comply with

the procedures set out in Paragraph 2.4 of the Circular; and

(v) THAT the aggregate value of the transactions conducted pursuant to the Proposed Shareholders’

Mandate during the fi nancial year be disclosed in the annual report in accordance with Bursa

Malaysia Securities Berhad Main Market Listing Requirements.”

Resolution 9


Notice of Dividend Entitlement and PaymentNOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of Members at the 44th Annual General Meeting of the Company

to be held on Friday, 20 April 2012, a fi nal single-tier dividend of RM0.05 per share, for the fi nancial year ended 31 December

2011 will be paid on Friday, 25 May 2012 to Depositors whose names appear in the Record of Depositors on Monday, 30 April

2012.

FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for the dividend entitlement only in respect of:

(a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on Monday, 30 April 2012 in respect of ordinary

transfers; and

(b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa

Malaysia Securities Berhad.

By Order of the Board

Yeap Kok Leong (MAICSA No. 0862549)

Oh Swee Chin (MAICSA No. 7055178)

Company Secretaries

Kuala Lumpur

Dated: 29 March 2012

NOTICE OF ANNUAL GENERAL MEETING


Notes:

1. A Member of the Company entitled to

attend and vote at the meeting is entitled

to appoint a proxy or in the case of a

corporation, to appoint a representative to

attend and vote in his place. A proxy need

not be a Member of the Company and a

Member may appoint any person to be

his proxy without any limitation and the

provisions of Section 149(1)(b) of the Act

shall not apply to the Company.

2. The Proxy Form must be signed by the

appointor or his attorney duly authorised in

writing or if the appointor is a corporation

either under common seal or under the

hand of an attorney or an offi cer duly

authorised.

3. In the event the Member duly executes the

Proxy Form but does not name any proxy,

such Member shall be deemed to have

appointed the Chairman of the meeting as

his proxy.

4. Any alterations in the Proxy Form must be

initialled.

5. To be valid, the Proxy Form duly completed

must be deposited at the Registered Offi ce

of the Company at Level 18, The Gardens

North Tower, Mid Valley City, Lingkaran

Syed Putra, 59200 Kuala Lumpur, Malaysia,

not less than 48 hours before the time for

holding the meeting or adjourned meeting.

6. Where a Member is an authorised nominee

as defi ned under the Securities Industry

(Central Depositories) Act, 1991, it may

appoint at least one (1) proxy in respect

of each Securities Account it holds with

ordinary shares of the Company standing to

the credit of the said Securities Account.

7. Where a Member of the Company is an

exempt authorised nominee which holds

ordinary shares in the Company for multiple

benefi cial owners in one securities account

(“omnibus account”), there is no limit to

the number of proxies which the exempt

authorised nominee may appoint in respect

of each omnibus account it holds.

8. For the purpose of determining a Member

who shall be entitled to attend the 44th

Annual General Meeting, the Company shall

be requesting Bursa Malaysia Depository

Sdn Bhd, in accordance with Article 58(2)

of the Company’s Articles of Association

and Section 34(1) of the Securities Industry

(Central Depositories) Act, 1991 to issue a

General Meeting Record of Depositor as

at 13 April 2012. Only a depositor whose

name appears therein shall be entitled to

attend the said meeting or appoint a proxy

to attend and/or vote on his stead.

Explanatory Notes on Ordinary Business:

1. Proposed Resolution 3

Approval for Directors’ Fees

Directors’ fees approved for the fi nancial year

ended 31 December 2011 was RM338,000.

The actual Directors’ fees for Non-Executive

Directors paid during the fi nancial year

2011 was RM338,000. The Directors’ fees

proposed for the fi nancial year ending 31

December 2012 are calculated based on the

number of scheduled Board and Committee

meetings for 2012 and assuming that all

Non-Executive Directors will hold offi ce until

the end of the fi nancial year. This resolution

is to facilitate payment of Directors’ fees on

current fi nancial year basis. In the event the

Directors’ fees proposed is insuffi cient (e.g.

due to more meetings or enlarged Board

size), approval will be sought at the next

Annual General Meeting for additional fees

to meet the shortfall.


Election of Alexander Newbigging

The Company had on 15 February 2012

announced to Bursa Malaysia Securities

Berhad that Alexander Newbigging will

be appointed as Non-Independent Non-

Executive Director and Chairman of the

Company with effect on 1 April 2012. As

such, he is subject to retirement under

Article 103 of the Company’s Articles of

Association of the Company.

Explanatory Notes on Special Business:


Approval for Issuance of New Ordinary

Shares Pursuant to Section 132D of the Act

The Proposed Resolution 8 is for the purpose

of granting a renewed general mandate

(“General Mandate”) and empowering the

Directors to issue shares in the Company

up to an amount not exceeding in total ten

per cent (10%) of the nominal value of the

issued and paid up Share Capital (excluding

treasury shares) of the Company for such

purposes as the Directors consider would

be in the interest of the Company.

This authority, unless revoked or varied

by the Company at a general meeting, will

expire at the next Annual General Meeting.

The General Mandate will provide fl exibility

to the Company for issuance of shares

for any possible fund raising activities,

including but not limited for further placing

of shares, for the purpose of funding future

investment project(s), working capital,

acquisition(s) or such other applications

that the Directors may in their absolute

discretion deemed fi t.

As at the date of this Notice, the Company

did not issue any shares pursuant to the

mandate granted to the Directors at the

43rd Annual General Meeting. The Company

did not issue any shares pursuant to the

mandate granted because there were no

investment(s), acquisition(s) or working

capital that required fund raising activity.


Proposed Shareholders’ Mandate for

Recurrent Related Party Transactions of a

Revenue or Trading Nature

For further information on Proposed

Resolution 9, please refer to Circular

to Shareholders dated 29 March 2012

accompanying the Company’s Annual Report

for the year ended 31 December 2011.


DIRECTOR FOR ELECTION

A Director who is standing for election at the 44th Annual General Meeting of the Company to be held at Concorde Ballroom

1, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 20 April 2012 at 9.00 a.m. is Alexander

Newbigging.

Please fi nd appended below his profi le for your information:

Alexander Newbigging

Mr. Newbigging, aged 39, a British citizen, has been appointed to the Board with effect from 1 April 2012 as a Non-Independent

Non-Executive Director and Chairman of the Board. He will also act as Chairman of Remuneration Committee and member of

Nomination Committee with effect from 1 April 2012. In addition, he has been appointed as Group Managing Director of Jardine

Cycle & Carriage Group with effect from 1 April 2012. He has been employed by Jardine Matheson since 1995 in a variety of

roles, spanning the fi elds of business process outsourcing, aviation services, retailing and engineering, and over this period

was based in the Philippines, Australia, Malaysia and Hong Kong. He is currently the Chief Executive of Jardine Engineering

Corporation and before that, General Manager of IKEA Hong Kong. Mr. Newbigging graduated from the University of Edinburgh

with a Master of Arts (Honours) degree in mental philosophy and has completed the General Management Program at the

Harvard Business School.

He does not have any family relationship with any director and/or substantial shareholder, any confl ict of interest with the

Company or any convictions for offences in the past 10 years other than traffi c offences.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGPursuant to Paragraph 8.27(2) of Bursa Malaysia Securities Berhad Main Market Listing Requirements

PROXY FORMCycle & Carriage Bintang Berhad (7378-D)

(Incorporated in Malaysia)

I/We Tel: [Full name in block, NRIC No./Company No. and telephone number]

of

being a member/members of Cycle & Carriage Bintang Berhad, hereby appoint:-

Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings

No. of Shares %

Address

and / or (delete as appropriate)

Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the 44th Annual General

Meeting of the Company to be held at Concorde Ballroom 1, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur

on Friday, 20 April 2012 at 9.00 a.m. or any adjournment thereof, and to vote as indicated below:-

RESOLUTIONS FOR AGAINST

1. Statutory Financial Statements for the Financial Year Ended 31 December 2011. Resolution 1

2. Payment of a Final Single-Tier Dividend. Resolution 2

3. Payment of Directors’ Fees. Resolution 3

4. Re-election of Vimala A/P V.R. Menon as Director. Resolution 4

5. Election of Alexander Newbigging as Director. Resolution 5

6. Re-appointment of Tan Sri Dato’ Sulaiman bin Sujak as Director. Resolution 6

7. Re-appointment of Messrs. PricewaterhouseCoopers as Auditors. Resolution 7

8. Authority to Issue Shares Pursuant to Section 132D of the Companies Act 1965. Resolution 8

9. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a

Revenue or Trading Nature under Paragraphs 2.3.1 and 2.3.2 of the Circular.

Resolution 9

Please indicate with an “X” in the space provided whether you wish your votes to be cast for or against the resolutions. In the

absence of specifi c direction, your proxy will vote or abstain as he thinks fi t.

Signed this day of 2012

Signature of Member/Common Seal

Notes:1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and

vote in his place. A proxy need not be a Member of the Company and a Member may appoint any person to be his proxy without any limitation and the provisions of Section

149(1)(b) of the Act shall not apply to the Company.

2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under the hand

of an attorney or an offi cer duly authorised.

3. In the event the Member duly executes the Proxy Form but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meeting as his

proxy.

4. Any alterations in the Proxy Form must be initialled.

5. To be valid, the Proxy Form duly completed must be deposited at the Registered Offi ce of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed

Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting.

6. Where a Member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each

Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

7. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in one securities account

(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

8. For the purpose of determining a Member who shall be entitled to attend the 44th Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn

Bhd, in accordance with Article 58(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General

Meeting Record of Depositor as at 13 April 2012. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint a proxy to attend and/

or vote on his stead.

CDS Account No. No. of shares held

fold here

Cycle & Carriage Bintang Berhad (7378-D)


Mid Valley City, Lingkaran Syed Putra

59200 Kuala Lumpur

Malaysia

Stamp

fold here

www.ccb.com.my

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