Professional Documents
Culture Documents
N E W o p p or t u ni t ies
ANNUAL
REPORT 2018
RATIONALE
The image of the “Soaring Digital Butterfly” depicts RAM’s transformational
journey towards digitalisation, enhancing infrastructure development,
refining human resource expertise and implementing innovative strategies.
New business opportunities, products and services are being crafted to
support the next phase of growth and to achieve sustained success for the
future.
28 th
ANNUAL GENERAL MEETING OF
www.ram.com.my
1990
1st Rating Agency in Malaysia
1991
1st corporate bond rating
1993
Rated the 1st financial institution
1994
Rated 1st Sukuk in Malaysia
1997
Rated 1st insurance company
RAM’s FIRST
2 ..................................... Corporate Information
2005
4 ................... Notice of Annual General Meeting
Rated 1st partnership-based Sukuk
6 ........................................... Board of Directors
2008
8 ............................... Board of Directors’ Profile
Launched nation’s 1st Sukuk Handbook
12 ............................ Profile of Rating Committee
2009
14 ...................................................... Our People
Assigned 1st state rating
19 ........................................ Awards & Accolades
2013
20 ..................................... Chairman’s Statement
1 regional credit rating agency to
st
2018
Rated the World’s 1st United Nations
Sustainable Development Goals Sukuk
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
CORPORATE
INFORMATION
RAM
HOLDINGS
BOARD OF DIRECTORS
30M 70Y 30K 100K
YBhg Tan Sri Amirsham bin A Aziz YBhg Tan Sri Datuk Yong Poh Kon
Independent Non-Executive Chairman Independent Non-Executive Director
REGISTERED OFFICE
AUDITORS
PricewaterhouseCoopers PLT, Level 10, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral
PO Box 10192, 50706 Kuala Lumpur
2
ENVISIONING
FUTURE GROWTH
Since our inception, we have charted countless milestones in our journey towards becoming Malaysia and
ASEAN’s leading diversified rating and information service provider.
Over the years, we have played a pivotal role in defining and developing the business landscape through
our trusted credit opinions, strategic insights and intrinsic business knowledge whilst propelling local and
regional industries towards the next phase of exponential growth.
Notice of
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Twenty-Eighth Annual General Meeting (“AGM”) of
RAM Holdings Berhad (“the Company”) will be held at Conference Room, Level 8, Mercu 2,
KL Eco City, No 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia on Friday, 31 May 2019 at
11.00 a.m. to transact the following businesses:
1. To receive the Audited Financial Statements of the Company for the financial year ended (Please refer to
31 December 2018 and the Reports of the Directors and Auditors thereon. Explanatory Note A)
2. To approve a single-tier first and final dividend of 35 sen per share in respect of the Ordinary Resolution 1
financial year ended 31 December 2018.
3. To re-elect as Director, YBhg Tan Sri Amirsham Bin A Aziz who retires by rotation Ordinary Resolution 2
pursuant to Article 19.13 of the Company’s Constitution.
4. To re-elect as Director, YBhg Tan Sri Datuk Yong Poh Kon who retires pursuant to Ordinary Resolution 3
Article 19.10 of the Company’s Constitution.
5. To approve the payment of Directors’ fees amounting to RM310,500 for the financial Ordinary Resolution 4
year ending 31 December 2019. (Please refer to
Explanatory Note B)
6. To approve the payment of Directors’ remuneration (excluding Directors’ fees) to the Ordinary Resolution 5
Non-Executive Directors up to an amount of RM280,000, from 1 June 2019 until the next (Please refer to
AGM of the Company. Explanatory Note C)
7. To re-appoint Messrs PricewaterhouseCoopers PLT as Auditors of the Company and to Ordinary Resolution 6
authorise the Directors to fix their remuneration for the ensuing year.
8. To transact any other business of which due notice shall have been given.
Kuala Lumpur
16 May 2019
4
NEW HORIZONS, NEW OPPORTUNITIES
Notice of
ANNUAL GENERAL MEETING
1. A member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote in
his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification
of the proxy.
2. The proxy form or other instruments of appointment must be deposited at the Registered Office of the Company
located at Level 8, Mercu 2, KL Eco City, No 3 Jalan Bangsar, 59200 Kuala Lumpur not later than forty-eight (48) hours
before the time fixed for holding the meeting or at any adjournment thereof.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly
authorised in writing or if the appointor is a corporation, either under its Common Seal or under the hand of a duly
authorised officer or attorney.
4. If the proxy form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he
thinks fit.
Explanatory Note A
The Audited Financial Statements in Agenda 1 is intended for discussion only as the provision of the Section 340(1)(a) of
the Companies Act, 2016 does not require a formal approval of the shareholders and hence is not put forward for voting.
Explanatory Note B
Ordinary Resolution 4 – Payment of Directors’ Fees
If passed, it will give approval to the Company to make the payment on a quarterly basis.
Explanatory Note C
Ordinary Resolution 5 – Payment of Directors’ Remuneration
The proposed Directors’ remuneration (excluding Directors’ fees) consist of allowances and other benefits payable to
Non-Executive Directors. In determining the estimated amount payable, the Board considered various factors including the
number of scheduled meetings for the Board and Board Committees as well as the number of Non-Executive Directors
involved in these meetings. If passed, payment will be made by the Company on a monthly basis and/or as and when
incurred.
5
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
BOARD of
DIRECTORS
From left to right:
• Tan Sri Amirsham Bin A Aziz • Datuk Seri Dr Govindan A/L Kunchamboo • Tan Sri Datuk Yong Poh Kon
• Bhartidevi A/P R C Seth
6
NEW HORIZONS, NEW OPPORTUNITIES
BOARD of
DIRECTORS
7
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
BOARD of
DIRECTORS’ PROFILE
Tan Sri Amirsham BIN A Aziz DATUK SERI DR GOVINDAN A/L
1 Independent Non-Executive Chairman
2 KUNCHAMBOO
RAM Holdings Berhad Group Chief Executive Officer / Executive Director
RAM Holdings Berhad
QUALIFICATION(S) QUALIFICATION(S)
• Honours Degree in Economics, University of Malaya, • PhD in Economics, Lancaster University, United Kingdom
Malaysia • B. Economic (H), University of Malaya, Malaysia
• Malaysian Institute of Certified Public Accountants • LLB (H), University of London, United Kingdom
(Member), Malaysia • Certificate in Legal Practice (Malaya), Malaysia
• Certificate in Advanced Management, INSEAD, Paris
PRESENT DIRECTORSHIP(S)
PRESENT DIRECTORSHIP(S)
Petroliam Nasional Berhad
CapitaLand Limited, Singapore RAM Rating Services Berhad
Wearnes-StarChase Ltd, Singapore RAM Consultancy Services Sdn Bhd
Glenealy Plantations Sdn Bhd RAM Solutions Sdn Bhd
RAM Credit Information Sdn Bhd
SKILLS, EXPERIENCE & EXPERTISE Bond Pricing Agency Malaysia
Tan Sri Amirsham is currently the Chairman of Themed
SKILLS, EXPERIENCE & EXPERTISE
Attraction Resorts & Hotels Sdn Bhd and Financial Services
Talent Council. Datuk Seri Dr Govindan is the Group Chief Executive Officer
and Executive Director of RAM Holdings Berhad.
He also served as President and CEO of Maybank for 14
years before he was appointed as Minister in the Prime Prior to joining RAM, Datuk Seri held the position of Deputy
Minister’s Department in 2008 in charge of the Economic Director General of Economic Planning Unit (EPU) in the
Planning Unit and the Department of Statistics. He held the Prime Minister’s Department. During his tenure in EPU, he
position of Minister until 2009. Subsequently, Tan Sri was served in various capacities including Head of the National
appointed as Chairman of the National Economic Advisory Economic Action Council and the Economic Council.
Council in 2009 spearheading the New Economic Model in
support of Malaysia’s Economic Transformation Agenda. Recently Datuk Seri also served as member on the
Government’s Special Economic Committee and the Trans-
Tan Sri has also served as Chairman of the Malaysian Pacific Partnership Agreement Advisory Team under
Electronic Payment System and Bursa Malaysia Berhad. He Ministry of International Trade and Industry.
was a Director of Cagamas Berhad, Permodalan Usahawan
Nasional Berhad, AFC Merchant Bank and Asian Pacific
Bankers Club.
8
NEW HORIZONS, NEW OPPORTUNITIES
BOARD of
DIRECTORS’ PROFILE
QUALIFICATION(S) QUALIFICATION(S)
• First Class Honours in Mechanical Engineering, • Barrister-at-Law, Lincoln’s Inn, London
University of Adelaide, Australia • Arbitrator and an Adjudicator with Asian International
Arbitration Centre (formerly known as Kuala Lumpur
PRESENT DIRECTORSHIP(S) Regional Centre for Arbitration), Kuala Lumpur
Ayer Holdings Berhad
PRESENT DIRECTORSHIP(S)
GS1 Malaysia Berhad
Steinbeis Foundation Malaysia Nil
Royal Selangor International Sdn Bhd
SKILLS, EXPERIENCE & EXPERTISE
SKILLS, EXPERIENCE & EXPERTISE
Ms Bharti was called to the English Bar in 1978 and admitted
Tan Sri Datuk Yong Poh Kon is currently the Chairman of as an Advocate and Solicitor of the High Court of Malaya in
Royal Selangor International Sdn Bhd. 1979. After having served as a lawyer and later as a partner
with M/s Shearn Delamore & Co, Ms Bharti set up her own
Tan Sri has served as a Board member of the Malaysian firm M/s Bharti Seth & Associates in 1995, where she is still
Productivity Corporation, Malaysian Industrial Development practising till today.
Authority and Bank Negara Malaysia. He was also a Member
of the National Economic Consultative Council (MAPEN I and Ms Bharti is a Senior Member of the Bar and has vast
II), the Malaysian Communications and Multimedia experience as a civil and corporate litigation lawyer. She has
Commission and a member of the Advisory Board of the handled many complex cases in various areas of the law
Malaysian Anti-Corruption Commission. He was appointed involving but not limited to, trade mark cases, land matters,
as Co-Chair of PEMUDAH, the “Special Task Force to corporate restructuring, company board tussle, bond
Facilitate Business” together with the Chief Secretary of issues, shipping matters, banking litigation, etc.
Malaysia from 2007 to 2013.
Ms Bharti was the Acting Secretary General of ASEAN Law
Tan Sri was appointed as a member of the Economic Council Association from 1995-1996. Ms Bharti was also the Hon.
2013-2018. In August 2018, he was appointed as the Deputy Treasurer of the ASEAN Law Association of Malaysia for 20
Chairman of the National Education Advisory Council. years prior to her appointment as the Hon. Secretary of the
ASEAN Law Association of Malaysia from 2010 until today.
Tan Sri is a Fellow of the Academy of Sciences and the She also serves as a Committee Member of The Honourable
Malaysian Institute of Management and a Past President of Society of Lincoln’s Inn Alumni Association, Malaysia. She is
the Federation of Malaysian Manufacturers. also a Member of the Inns of Court Malaysia. Ms Bharti has
served the Bar Council Rules Committee in previous years
and has also appeared as Counsel for the Bar Council in the
Courts.
9
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
BOARD of
DIRECTORS’ PROFILE
Malaysian 61 / Male 1 AUG 2013 Malaysian 72 / Male 1 AUG 2013 Malaysian 59 / Male 27 AUG 2018
Profile of
Rating Committee
Stephen Louis Silva Mr Stephen Louis Silva is an experienced risk professional having worked for
more than 30 years in the banking industry.
1 His career covered stints at OCBC Bank Malaysia, Malayan Banking and RHB
Banking Group where he was head of credit risk. He was also a director of OCBC
Bank Subsidiaries as well as an examiner, reviewer and trainer at the Asian
Institute of Chartered Bankers / Asian Banking School.
Stephen holds a Bachelor of Science degree from the University of Malaya and
Master of Business Administration from Indiana University, USA and also
attended the Advanced Management Programme for Overseas Bankers at the
University of Pennsylvania’s Wharton School.
Ms Elaine Chen Siew Lan has more than 25 years experience in banking and financial Elaine Chen Siew Lan
services. She started as an officer with Perwira Affin Bank, before joining Citibank
as a manager in charge of surveillance and monitoring of Citibank’s business loans.
2
Elaine later joined Alliance Bank where she assumed various senior credit
management positions. Amongst others, she set up the Fraud and Early Warning
Management Unit where she oversaw the early detection, investigation and
surveillance of suspected accounts and implementation of risk centric measures on
these portfolios.
Prior to this, Elaine was the Senior Vice President and Head of Kenanga Investment
Bank’s Corporate Credit Assessment Department. She was in charge of credit
underwriting in relation to corporate banking, corporate finance, and the debt and
equity capital markets. She was a member of the Bank’s Credit Committee.
Low Choon Seong Mr Low Choon Seong has more than 35 years experience in banking. He started
his career in Standard Chartered Bank, before moving on to Affin Bank in 2004,
as its Chief Credit Officer.
3
After Affin Bank, Choon Seong took on senior credit management roles at
Alliance Bank, where he had also headed the Group Special Assets Division, and
United Overseas Bank (UOB).
Following his retirement from UOB, Choon Seong joined the MIDF Berhad Group
under contract. While there, he was first attached to a subsidiary before going on
to the Development Finance Division.
Choon Seong holds a Diploma in Banking from the Chartered Institute of Bankers,
London and is a Certified Credit Professional from The Institute of Bankers,
Malaysia.
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NEW HORIZONS, NEW OPPORTUNITIES
Profile of
Rating Committee
ALEX POR Peng seong Mr Alex Por Peng Seong has been in the banking environment for the past 34
years. His key area of work was mainly in Risk Management. He strongly believed
and had proactively facilitated and enhanced the establishment a good risk
4 culture. He strived to provide leadership in the development, enhancement and
implementation of good, practical and meaningful risk management practices
with the banks he was engaged with. He was and still is actively involved with the
Banking fraternity. He has held the Chair of the Risk Network Group. He is
currently a member of the Board of Examiners in Asian Institute of Chartered
Bankers (AICB).
He has also been actively involved as a speaker and facilitator in various seminars
and conferences.
Ms Foo Su Yin is currently the Chief Executive Officer of RAM Rating Services Foo Su Yin
Berhad. She joined RAM as one of its pioneer analysts in 1991. Since coming on
board,Su Yin has been a member of the company’s senior management line-up
for several years now. 5
Su Yin has extensive experience in credit rating; she has overseen the operations
of various rating departments ranging from Industrial Products, Financial
Institutions and Public Finance Ratings. Over the years, she has also served and
chaired the Internal Rating Committee which deliberates and assigns the ratings
recommended to the Rating Committee.
Her other exposures include the setting up of RAM Ratings (Lanka) Ltd as well as
the reorganisation of the RAM Group in 2007 under the then Strategic Investment
and Resources Development Department. She has also led the recruitment and
training of new analysts to ensure sustainable talent management since 2000.
Mr Chong Kwee Siong is the Technical Advisor, Group CEO’s Office of RAM
Chong Kwee Siong
Holdings Berhad and Cheif Executive Officer of RAM Solutions Sdn Bhd.
6 Kwee Siong joined RAM as an analyst in 1994 and has undertaken numerous
rating assignments covering issuers from a wide range of industries. He led the
establishment of RAM Ratings’ Structured Finance Ratings Group in 2000 as well
as the development of rating methodologies for structured-finance and asset-
backed transactions.
He has presented various papers in conferences and seminars, both locally and
abroad, on topics related to credit ratings, securitisation and the Malaysian bond
market. He has also acted as a domestic consultant from Malaysia for an ADB
project on the study of the ASEAN regional capital market.
Kwee Siong holds a First-Class degree in civil engineering and an MBA from the
United Kingdom.
13
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
Our People
RAM Holdings Berhad
Padthma Subbiah
5
Senior General Manager
Group Corporate
Communications & Training
14
NEW HORIZONS, NEW OPPORTUNITIES
Ram 1
Promod Dass
Services
Sdn Bhd
Gladys Chua
2
Head
Sustainability Services
Dinagaran Chandra
3
Co-Head
Sustainability Services
15
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
Our People
RAM Rating Services Berhad
1. Foo Su Yin
Chief Executive Officer
2. Denise Thean
Deputy Chief Executive Officer
1 2
3
3. Awang Za’aba Awang
Mahmud
Chief Compliance Officer
4. Julie Ng
Head
Data Analytics
Editorial & Publications
Investor Relations
4
5
5. Siew Suet Ming
Head
Structured Finance
6. Esther Lai
Head
Sovereigns
7. Kevin Lim
General Manager
Strategic Initiatives
16
NEW HORIZONS, NEW OPPORTUNITIES
10 11
17
SUKUK
Embracing global
rEcognition in thE
Sukuk markEt
RAM has been the global leader of Sukuk ratings for more than two decades now. Our
unparalleled experience with global Sukuk issuance has equipped us with insights and
knowledge, positioning us as a major player in the global Sukuk market.
Recognised by the Asian Polled as the most influential • Most Outstanding Credit Rating
Development Bank as the best rating agency in the region by Agency for Sukuk 2011 by Kuala
domestic rating agency in the The Edge Lumpur Islamic Finance Forum
APEC region • Best Research in Islamic Finance
2011 by CPI Financials, Dubai
• Best Islamic Rating Agency by
Islamic Finance News
Best Islamic Rating Agency of Most Outstanding Islamic Rating Rating Agency of the Year,
2012 by Global Islamic Finance Agency 2013 by Kuala Lumpur Malaysia 2015 by The Asset Triple
Awards, London, UK Islamic Finance Forum A Awards
• Rating Agency of the Year, • Rating Agency of the Year, Best Rating Agency 2018 by
Malaysia 2016 by The Asset Triple Malaysia 2017 by The Asset CPI Financial
A Awards Triple A Awards
• Best Islamic Rating Agency 2016 • Best Rating Agency 2017 by
by Islamic Finance News CPI Financial
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
CHAIRMAN’S
STATEMENT
Dear Shareholders,
On the business front, we have reached a watershed. RAM needs to remain robust and
market-ready to face keener competition and changes in technology that could disrupt
the industry. We must continuously adapt to changes in demand through new
initiatives to ensure that our products and services stay relevant.
As the new Chairman, I hope to establish a clear focus on further enhancing resilience
and quality in RAM. We are doubling up on the strategic choices we have made to
improve our business operations and create value for our shareholders. We also hope
to build a talent pool that will help promote a culture that will infuse changes in this
dynamic environment.
20
21
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
CHAIRMAN’S
STATEMENT
RESULTS FOR FISCAL 2018 Together with the Swiss-based International Capital Market
Association (ICMA) and Securities Commission Malaysia,
Economic outlook RAM spearheaded the translation of the ICMA’s Green Bond
Principles, Social Bond Principles and Sustainability Bond
After a year of extraordinary developments and
Guidelines into Bahasa Malaysia. These documents were
uncertainties, both at home and abroad, Malaysia’s GDP
published on 5 September 2018.
growth clocked in at a resilient 4.7% in 2018, in line with
RAM’s projections. This was largely driven by resilient
In our commitment to championing sustainability as a
exports and a surge in private consumption during the
business and as part of the reporting process, RAM
tax-free holiday between the cessation of the Goods and
published the inaugural Sustainability Report in 2018. This
Services Tax (GST) and the reintroduction of the Sales and
underscores our dedication to transparency and
Services Tax (SST) last September. Moving forward, we
accountability in our efforts to foster sustainability. We look
expect economic growth to moderate slightly to 4.6% in
forward to reporting on our progress in the coming years, as
2019, premised on slower exports and investment activities.
we continue integrating sustainable practices into our
That said, a worse-than-anticipated decline in external
operations.
demand and volatile financial markets amid the US-China
trade dispute as well as a potential no-deal Brexit remain
On the education and training front, we rolled out the new
significant downside risks to our forecast.
Green Finance Series in 2018, which received support from
the ICMA. This complements our existing training
RAM in 2018
programmes that are accredited and aligned with the
In 2018, RAM performed well despite the competitive Industry Competency Framework established by the
landscape amid a rapidly evolving and challenging business Securities Industry Development Corporation (SIDC) and
environment as well as uncertain industry trends. The Group accredited with CPD hours by the Asian Institute of
recorded a revenue of RM44.32 million and RM8.36 million Chartered Bankers (AICB).
in post-tax profits for the year.
The RAM-UKM Certificate in the Malaysian Capital Market,
I am also pleased to report that RAM maintained its leading jointly conducted with Universiti Kebangsaan Malaysia’s
market position in the rated domestic bond market and Graduate School of Business (UKM-GSB), culminated in the
achieved a creditable performance in fiscal 2018. We formal presentation of certificates to the graduates on 4
secured 73% of the market’s total rated new issues July 2018. This programme is the brain-child of the training
(2017: 73%). unit in RAM Holdings. Running for the third consecutive
year, this course encompasses more than just building a
RAM’s performance was made possible by building on our talent pool in the capital market. It is designed to equip the
core strengths and investing in people and technology. Our nation’s talents with practical skills and competency that
well-executed strategies that focus on disciplined spending will raise the employability of graduates. The student intake
also played a pivotal role, as did our continuous brand- rose from 41 in 2016 to 169 in 2018.
building efforts and the promotion of innovative products
and services. WALKING THE TALK IN CORPORATE SOCIAL
RESPONSIBILITY (CSR)
PROMOTING THE SUSTAINABILITY INDUSTRY AND
At RAM, CSR is a continuous effort that is nurtured and
STRENGTHENING OUR LEADERSHIP
improved upon. We are focussed on our role in creating a
Last year was a defining moment for RAM’s sustainability positive impact on the communities within which we
business. With companies becoming increasingly more operate. In 2018, we organised a blood donation drive,
focused on integrating core sustainability concepts provided support to Silent Teddies Bakery (whose
alongside their business growth. The die has been cast for employees are auditorily-challenged), and conducted a
us vis-à-vis educating the market and developing new series of internal fund-raising activities to help the victims
products and services within a short span of time since the of the earthquake and tsunami in Palu and Donggala,
commencement of our sustainability business in 2016. Central Sulawesi.
22
NEW HORIZONS, NEW OPPORTUNITIES
CHAIRMAN’S
STATEMENT
73%
Dr K Govindan’s eight-year stint at RAM coincided with a
period of tremendous change for the credit rating industry
REVENUE
amid tighter regulatory supervision, along with a more
of the market’s
total rated new RM44.32m
leading to a post-tax profit of
liberalised market and intense competition. During his
tenure, he has focused on improving our governance
issues in 2018
RM8.36 million structure and introduced innovative concepts to promote
efficiency. This has led to new ventures, with the launch of
RAM’s sustainability business and our independent credit
ENHANCING GOVERNANCE assessment of ventures listed on the Investment Account
Platform. On the management front, Datuk Seri Dr K
Raising the standards of corporate governance is of utmost
Govindan’s digitalisation initiative for RAM’s operations is
priority for RAM. While our Board and Audit Committee
anticipated to improve our business efficiency as well as
focus on material matters affecting the company’s
provide new revenue- and value-enhancing opportunities.
performance as well as the reporting of significant events
and transactions, we also have effective procedures to
On behalf of the other board members, the management
ensure that our policies are regularly reviewed so that they
and staff of RAM, I wish to extend our sincere appreciation
are up to date, compliant and adhered to. To this end, RAM
to Tan Sri Dato’ Sri Dr Wan Abdul Aziz, Dato’ Dr Lee and
has incorporated risk management into our Audit
Datuk Seri Dr K Govindan for their invaluable contributions,
Committee, which is now known as the Audit and Risk
guidance and insight on matters related to the RAM Group.
Management Committee.
We wish them all the very best in their future endeavours.
FAVOURABLE OUTCOME OF LEGAL PROCEEDINGS IN On behalf of the Board, I would like to thank all our
HONG KONG employees for their diligence and dedication in achieving
our objectives. My appreciation also goes to Securities
I am pleased to report that, on 17 April 2018, we obtained an
Commission Malaysia as the market regulator, as well as to
order from Hong Kong’s High Court to wind up our two
other stakeholders – shareholders, clients and business
investee companies in Hong Kong. This marked the
associates - for your support. I am confident that RAM will
completion of winding-up proceedings that had lasted
continue to grow and deliver a steady and sustainable
almost two years. It has provided much-needed closure to a
performance with guidance from the Board, the strong
long-standing matter related to these investee companies.
commitment of our management team and employees, and
the firm support of all stakeholders. We look forward to your
DIRECTORATE
continued support as we forge ahead to scale new heights
There have been some changes in the RAM Group’s boards in the years ahead.
of directors in 2019. We bid farewell to YBhg Tan Sri Dato’
Sri Dr Wan Abdul Aziz Wan Abdullah, who resigned from his
position as Chairman of RAM Holdings Berhad on 31
January, and YBhg Dato’ Dr Lee Chee Kuon, who will be Tan Sri Amirsham Bin A Aziz
retiring on 31 May as a member of RAM Ratings’ board. Chairman
May 2019
23
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
PRODUCTS
& SERVICES
In a fast-paced world overwhelmed by information, we are
drawn into ambiguity. To gain the right bearing, we must
venture beyond the clutter. And that’s precisely what the
RAM Group provides. With a heritage spanning almost three
decades, RAM delivers deep insights and clear perspectives.
Education, Training
& Conferences
24
LEVERAGING KNOWLEDGE
NAVIGATING MARKETS
Being a pioneer credit rating agency in Malaysia and a leader in ASEAN, we are responsible
for guiding our clients through challenging terrain with our vast knowledge. Our unparalleled
evaluation and analytics enhance pricing objectivity, market liquidity and transparency
amongst market participants.
Our publications act as a platform to provide insights and various information for the
issuance and trading of the debt market.
26
NEW HORIZONS, NEW OPPORTUNITIES
GROUP CHIEF
EXECUTIVE
OFFICER
DATUK SERI DR GOVINDAN A/L KUNCHAMBOO
Group Chief Executive Officer / Executive Director
Last year was not without challenges for the Malaysian corporate
bond market amid an ever-changing external operating
environment and volatile macroeconomic conditions. We had to
contend with various momentous events such as the country’s
14th general election (GE14), lingering uncertainties over the
US-China trade spat and the much-anticipated outcome of Brexit.
1
Source: Bond Pricing Agency Malaysia Sdn Bhd (BPAM).
27
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
Agency
Sustainable Development
Goals Sukuk
of overall new rated issues In 2018
OPERATIONS REVIEW
RAM Rating Services Berhad
Despite a tougher-than-expected operating environment in RAM continued to strengthen its sukuk rating franchise in
2018, I am pleased to report that RAM Ratings maintained 2018. We rated the first RM290 million issuance under
its leadership in the rated domestic bond market, with Exsim Capital Resources Berhad’s RM2 billion Sukuk
73.0% of overall new rated issues (2017: 73.0%) of the total Musharakah Programme. This represents the world’s first
bond market, we secured 29.0% of the market while unrated Shariah-compliant structured transaction to monetise
programmes took up 59.0%, by number of new issues. progress billings involving multiple projects with multiple
construction programmes. At the same time, RAM also rated
We wrapped up 2018 with the publication of ratings for 28 the world’s first United Nations (UN) Sustainable
new debt issues carrying a total programme value of Development Goals (SDG) sukuk, issued by HSBC Amanah
RM85.6 billion. This represented respective declines of Malaysia Berhad under its RM3 billion Multi-Currency Sukuk
39.1% and 54.4% from the previous year’s 46 new debt Programme (2012/2032). We are proud to be part of this
issues and RM187.6 billion programme value. That said, only landmark transaction - the world’s pioneer benchmark
a mere RM16.2 billion had been issued by year-end. The sustainable sukuk issuance by a financial institution
bulk originated from financial institutions (79.6% by value), referencing the UN SDG for the utilisation of proceeds.
followed by the industrial products (7.0%) and infrastructure
& utilities (4.7%) sectors. In terms of the number of issues, In 2018, we were recognised by CPI Financial as the Best
financial institutions commanded the lion’s share (50.0%), Rating Agency for the second consecutive year. This is a
followed by asset-backed securities (21.4%). testimony of RAM’s outstanding services and contributions
to Islamic finance, particularly sukuk. It speaks volumes
Global sukuk issuance came up to USD94.4 billion in 2018 about the credibility we have striven for and achieved
(2017: USD102.1 billion). Although 7.5% lower y-o-y, this still through the years, with a commendable track record in
surpassed our full-year projection of USD75 billion–USD85 sukuk ratings. We will continue to strengthen our sukuk
billion. Notably, Malaysia retained its position as the world’s rating franchise and attain further breakthroughs in the
leading issuer, with a 34.8% share (or USD32.8 billion) of sukuk market. As the global leading credit rating agency for
the market (2017: 37.5%). Domestically, the total sukuk Sukuk, we intend to embrace a holistic approach by
market including Government sukuk stayed robust, far integrating environmental, social and governance (ESG)
exceeding our full-year projection of RM100 billion-RM120 factors into our ratings.
billion of local-currency issuance. Issuance value summed
up to RM199.6 billion for the year (+18.3%) compared to
RM168.7 billion in 2017.
28
NEW HORIZONS, NEW OPPORTUNITIES
On the ESG front, RAM has been participating in the UN- In July 2018, RAM Ratings published two papers - RAM’s
supported Principles for Responsible Investment’s (PRI) Criteria & Methodology: Integrating Environmental, Social
Advisory Committee on Credit Ratings and its publications and Governance Considerations into Credit Ratings and
since 2016. The PRI - through its Advisory Committee on Standpoint Commentary: Championing PRI’s ESG in Credit
Credit Ratings, of which RAM is a member - has published the Ratings. These publications share insights on how we view
three-part Shifting Perceptions: ESG, Credit Risk and Ratings ESG in credit ratings and document our journey towards
series of seminal reports. Part 1: The State of Play was achieving the goals stated in the PRI ESG Statement.
published on 4 July 2017, followed by Part 2: Exploring the Investors can now find our views and analysis of ESG factors
Disconnects on 12 June 2018, and Part 3: From Disconnects that have been integrated into the relevant sections of our
to Action Areas on 30 January 2019. We have also been a credit rating rationales.
strong voice in global ESG thought leadership through our
involvement in international forums and published views.
Rating Activities
86 16
RM Billion RM Billion
96
8
18 25
140,000
120,000
100,000
New Issues of Corporate
80,000 Bond and/or Sukuk
(excluding Cagamas Bond)
60,000
Net Issues of Corporate Bond
40,000 and/or Sukuk (excluding
Cagamas Bond)
20,000
0
06’ 07’ 08’ 09’ 10’ 11’ 12’ 13’ 14’ 15’ 16’ 17’ 18’
Source: Bank Negara Malaysia
We envisage 2019 to be an even more challenging year, as Foreign holdings of Malaysian bonds are expected to remain
global economic and geopolitical events continue to exert an suppressed in 2019 amid lingering global uncertainties, with
impact on Malaysia. Even so, economic growth is unlikely to some outflow bias on the expectation that the US Federal
slow down markedly this year. We project a still solid GDP Reserve (the Fed) will keep raising interest rates in 2019.
growth of 4.6%, just a tad below the 4.7% in 2018. While However, given the anticipated deceleration in the pace of
there may be some moderation in private consumption rate hikes, this year’s foreign capital outflow is unlikely to
growth, we expect it to remain the principal driver of revisit the levels of 2018. The latest dot plot by the Fed
domestic demand in fuelling growth instead of investment. shows that it now expects just two rate increases in 2019
We expect private consumption growth to decelerate to 6.8% compared to the previous forecast of three, a marked
in 2019, from 8.1% in 2018, as the labour market is tested by reduction from the four hikes in 2018. This more dovish
a more challenging business climate. stance will somewhat ease the pressure on others to raise
rates, including Malaysia.
Downside risks to economic expansion are envisaged to stem
from muted investment growth and the external front. The RAM remains cautiously optimistic on 2019 given the
performance of the domestic economy will be significantly challenging external headwinds. Lingering global and local
influenced by the dynamics of the US-China trade dispute, economic uncertainties will exert an impact on the capital
which could either be a boon or a bane to Malaysia. We markets and business sentiment. While these challenges will
envision a more constructive framework for the resolution of persist, we are taking proactive measures to defend and
trade conflicts, hence providing room for upside surprises, enhance our core rating business, so as to retain our position
including the potential for Malaysia to gain from trade- as Malaysia’s leading credit rating agency. We are also
diversion benefits and supply-chain recalibration, especially positioning ourselves to play a larger role in providing research
in the electrical and electronics sector. services, data analytics and risk-management solutions. We
recognise the increasing importance of data analytics and are
The Government’s infrastructure project reviews and tapping opportunities vis-à-vis offering tailored solutions to
rationalisation have triggered concerns about the momentum our clients based on their requirements and profiles.
of investments in 2019. Nonetheless, several high-impact
projects are still on track for completion despite reduced While our portfolio remains very much domestic-oriented, we
scopes and lengthier time lines. Given the slowdown in aim to expand further within ASEAN. We are closely monitoring
infrastructure activities and more subdued capacity-building developments in this region as we believe in its growth
activity amid the nebulous external climate, private potential, especially in sustainable and responsible investing
investment growth is projected to slip to 4.1% in 2019, (SRI). RAM envisages Islamic finance to play a vital role in
compared to 4.5% in 2018. supporting the implementation of SRI (which includes ESG
matters) and funding for the United Nations’ SDG. We will work
Export growth, meanwhile, is expected to moderate to 1.3% with market practitioners in core Islamic finance markets, with
this year (2018: 1.5%), constrained by changing global a focus on advancing the real value and benefits of combining
supply-chain dynamics against the US-China trade spat. Islamic finance with SRI to the global community.
Import expansion will also be lacklustre amid more muted
trade and investment activities. However, it is anticipated to ESG initiatives represent another area that we are passionate
pick up 2.0% from the mere 0.1% in 2018, mainly underscored about. Our initiative in 2018 to incorporate ESG risk analysis
by low-base effects. Amid muted imports and following the into our credit assessment underlines our commitment to
deferment of infrastructure projects, we expect Malaysia’s meeting the demands of investors and furthering our goal to
current account surplus to improve to 2.5% of GDP in 2019 become a thought leader in the ESG space. The
(2018: 2.3%). consideration of ESG risks is gaining traction within the
USD100 trillion global bond market. There has been a surge
We envisage gross corporate bond issuance to come up to in the value of assets under management, from USD15.9
RM70 billion - RM80 billion in 2019. This is primarily due to trillion in 2016 to USD29 trillion in 2019, held by investors that
the Government’s project rationalisation drive and the are signatories to the United Nations-supported PRI’s
lengthening of project implementation time lines. As a result, Statement on ESG in Credit Ratings. In this regard, we will
quasi-government debt papers will no longer be able to prop continue our collaboration with PRI to promote market
up corporate bond issuance this year. The change in policy understanding of the practices, identify gaps in the
direction could also dampen the issuance activities of consideration of ESG factors in credit risk analysis, and find
infrastructure- and construction-related issuers as well as ways to address such gaps.
relevant financing entities from the private sector.
30
NEW HORIZONS, NEW OPPORTUNITIES
EDUCATION, TRAINING AND CONFERENCES RAM’s Certificate in the Malaysian Capital Market
programme, a collaborative effort with Universiti Kebangsaan
As always, the Education, Training and Conferences unit of
Malaysia, entered its final year of collaboration in 2018. Over
RAM Holdings was presented with several opportunities and
the period of three years, a total of 277 students signed up
challenges last year. The Securities Industry Development
for this programme.
Corporation (SIDC) implemented the Industry Competency
Framework, which requires all accredited training providers to
align their training programmes with this framework. At the RAM CONSULTANCY SERVICES SDN BHD
same time, the Asian Institute of Chartered Bankers (AICB)
Strategically, RAM Consultancy’s (RAMC) sustainability
also began accrediting training programmes that were
services and ESG analytics are a vital part of the RAM
relevant to chartered bankers. Overall, several of RAM’s
Group’s growth strategy. RAMC is the first ASEAN-based
training programmes have been accredited with both SIDC-
provider of sustainability ratings and green bond
CPE points and the AICB’s CPD hours. This renders RAM-
assessments (known as second opinions). It also has the
organised training programmes highly relevant to capital and
distinction of being the first Registered Observer of the
financial market participants.
ICMA’s Green Bond Principles, Social Bond Principles and
Sustainability Bond Guidelines in ASEAN. While RAMC’s
Last year, we continued adding programmes to our training
sustainability services and ESG analytics are still in their
calendar; these are useful for companies that contribute to the
nascent stages, we are pioneering a new space in both the
Human Resource Development Fund (HRDF) Training Provider.
Malaysian and ASEAN capital markets.
As an approved HRDF-training provider, we continued to
complement our financial programmes with management and
In 2018, RAMC published its second opinion for a green bond
soft-skill training courses. In addition, more leadership and
raised to fund a green building and its first sustainability
personal development programmes were introduced.
rating for a waste-management company. RAMC also
completed a range of assignments that included
In line with the RAM Group’s journey into the sustainability
sustainability ratings, second opinions, sustainability
arena, our training unit also initiated the Green Finance series
reporting, sustainability gap analysis and training.
to support the green industry. Collaborating with the
International Capital Market Association (ICMA, an institution
based in Switzerland) added a feather to our cap as this is
the first of its kind in this region.
14 June 2018
5
ICMA Green and Social Bond
Principles’ Annual General
Meeting in Hong Kong
31
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
RAM SOLUTIONS SDN BHD Moving forward, RAMCI will stay focused on providing
alternative data from multiple sources. It will also maintain a
In 2018, RAM Solutions issued credit ratings to three
meaningful role in support of the Government’s financial
ventures, which raised RM46 million of financing via the
Investment Account Platform (IAP). The IAP is a multibank inclusion initiative.
investment portal that channels funds from investors to
viable ventures. Since the establishment of the IAP in 2016,
funds raised via this platform had reached RM163.95 million BOND PRICING AGENCY MALAYSIA SDN BHD
as at end-March 2019. Bond Pricing Agency Malaysia (BPAM) has placed
knowledge-sharing and market engagement among its core
In 2018, RAM Solutions expanded its repertoire to include strategies. After a year of having published Off-the-Run
assisting companies to prepare green bond frameworks, with
Illiquidity Premium data, BPAM fully implemented the
a view to raising financing for environmentally beneficial
Illiquidity Premium Approach methodology in 2018, to value
projects. As we transition towards a low-carbon and climate-
off-the-run Malaysian government securities and Malaysian
friendly economy, the momentum of the green bond market
government investment issues. The enhanced services are
is anticipated to pick up, with rising demand for related
available to all of BPAM’s clients.
services.
32
NEW HORIZONS, NEW OPPORTUNITIES
Notably, BPAM accomplished a first in its history - the At this juncture, I wish to take the opportunity to inform you
launch of the ASEAN+3 Government Bond Index (A3GBI), a that I will be retiring from my position as Group Chief
collaboration among three ASEAN countries (Thailand, Executive Officer of RAM on 31 May 2019. Let me begin by
Indonesia and Malaysia). BPAM plays an important role in saying how privileged and honoured I feel to have had the
this partnership, taking on the task of data aggregator and opportunity to serve RAM - a company recognised and
index calculator. This is the first step towards future admired for its highly talented and committed staff. With
cooperation with its partner countries and possibly other their support, I am pleased that during my tenure, RAM has
ASEAN members. grown its business and delivered good returns to its
shareholders.
In August 2018, BPAM once again participated in the ADB
Workshop on Bond Market Development in Emerging East My gratitude also goes to the Board members for their
Asia, this time in Vientiane, Laos. At the workshop, BPAM guidance over the years that saw us through many
showcased the Malaysian bond market, along with its role as challenges and in moving into new areas of growth. I was
a bond pricing agency and an overview of its pricing fortunate to have had the support and guidance of a highly
methodology. respected and dedicated set of Directors. It is the Board’s
leadership and advice that helped build RAM into what it is
today.
NOTE OF APPRECIATION
My retirement comes at a time when RAM is striding into a
We expect continued challenges and changes related to the
fresh frontier of growth. On this, let me wish my successor
operating environment, competition, regulations, technology
all the best in taking RAM into a new model of sustainable
and customer demands in the coming year. In this respect,
growth. But my successor can take comfort that the
2019 is envisaged to be a demanding year, with a
Company has a pool of highly talented and dedicated staff
persistently volatile global economy and nebulous capital
as well as a group of supportive Directors who will help RAM
markets. It is vital that RAM be poised to meet such
make the new leap forward.
challenges. We must remain competitive and agile to clinch
opportunities as they emerge in Malaysia as well as this
I wish RAM all the success in extending its footprints across
region. We will stay focused on honing our expertise,
the region and in delivering long-term value creation.
offering innovative products, exploring new ventures that
are in line with our experience and expertise, and equipping
ourselves with the necessary skills to face the challenges in
our business environment.
A big thank you to all market participants – both local and May 2019
foreign – for their faith in and support for RAM’s professional
opinions. I take great pride in noting that you have inspired
us to maintain the highest levels of professionalism,
integrity and expertise in our operations, and pledge that we
will continue doing so in the future.
33
RAM HOLDINGS BERHAD (Company No. 208095-U) / ANNUAL REPORT 2018
ACTIVITIES’
ROUND-Up 2018
JANUARY APRIL
MAY
4 MAY 2018
RAM League Awards 2018
6 Jun 2018
MARCH 27th Annual General Meeting
22 MAR 2018
SME Association of Malaysia’s
Platinum Business Award 2018
23 MAR 2018
Courtesy visit by members of the
Vietnam Bond Market Association
(VBMA)
34
NEW HORIZONS, NEW OPPORTUNITIES
ACTIVITIES’
ROUND-Up 2018
July NOVEMBER
SEPTEMBER
DECEMBER
7 Sept 2018 29 Sept 2018
Presentation at the ASEAN Capital Sungai Bunus Fun Run sponsored by 4 Dec 2018
Markets Forum Market Development RAM Ratings RAM Ratings won Best
Programme, Cambodia Rating Agency, Islamic
Business & Finance
26 Sept 2018
Awards, South East
RAM Health Day & Blood Donation
Drive 2018 Asia, CPI Financial
in the news
36
FINANCIAL
STATEMENTS
38 ............................................ Directors’ Report
42 .......... Statements of Comprehensive Income
43 .................... Statements of Financial Position
Consolidated Statement of Changes
44 ......................................................... in Equity
45 ..... Company Statement of Changes in Equity
46 ............................. Statements of Cash Flows
49 ................. Notes to the Financial Statements
106 .................................... Statement by Directors
106 ..................................... Statutory Declaration
107 ........................ Independent Auditors’ Report
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
DIRECTORS’ REPORT
The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the
financial year ended 31 December 2018.
DIRECTORS
The Directors in office during the financial year and during the period from the end of the financial year to the date of the
report are:
Non-executive Directors
Tan Sri Dato’ Seri Siti Norma binti Yaakob (resigned on 6 June 2018)
Tan Sri Amirsham bin A. Aziz
Tan Sri Datuk Yong Poh Kon (resigned on 6 June 2018 and re-appointed on 27 August 2018)
Tan Sri Dato’ Sri Dr. Wan Abdul Aziz bin Wan Abdullah (resigned on 31 January 2019)
Bhartidevi R. C. Seth
Executive Director
Datuk Seri Dr. Govindan a/l Kunchamboo
In accordance with Article 19.13 of the Company’s Article of Association, Tan Sri Amirsham bin A. Aziz retires at the
forthcoming Annual General Meeting and being eligible, offers himself for re-election.
In accordance with Article 19.10 of the Company’s Article of Association, Tan Sri Datuk Yong Poh Kon, being a newly
appointed Director to the Board, retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-
election.
PRINCIPAL ACTIVITIES
The Company’s principal activities are to conduct training and seminars, and to provide economic consultancy services and
management services. There has been no significant change in the nature of these activities during the financial year.
The principal activities of the Group consist of provision of approved credit rating services, provision of economic, strategic
and management consultancy services and investment holding. It has been expanded into Sustainability Ratings of companies
in the areas of Environment, Social and Governance and providing credit opinions on ventures listed on the Investment
Account Platform - the multibank investment portal that facilitates channelling of funds from investors to finance viable
ventures in 2016. There has been no significant change in the nature of the Group’s principal activities during the financial
year.
FINANCIAL RESULTS
Group Company
RM RM
38
NEW HORIZONS, NEW OPPORTUNITIES
DIRECTORS’ REPORT
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
ISSUE OF SHARES AND DEBENTURES
There have been no changes to the share capital or amount of debentures of the Company during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than the
Directors’ remuneration as disclosed in Note 8 to the financial statements) by reason of a contract made by the Company or
a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the
Director has a substantial financial interest.
Neither during nor at the end of the financial year was the Company or any of its subsidiaries a party to any arrangements
whose object was to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate.
DIVIDENDS
The dividends paid or declared since the end of the previous financial year were as follows:
RM
- First and final single tier dividend of 35 sen per share on 10,000,000
ordinary shares, paid on 6 July 2018 3,500,000
The Directors now recommend the payment of a first and final single tier dividend of RM0.35 per share on 10,000,000
ordinary shares, amounting to RM3,500,000 for the year ended 31 December 2018. The proposed dividend is subject to the
approval of members at the forthcoming Annual General Meeting of the Company. The financial statements for the current
financial year do not reflect the final dividend. The dividend payment will be accounted for in the shareholders’ equity as an
appropriation of retained earnings in the financial year ending 31 December 2019.
DIRECTORS’ REMUNERATION
Details of Directors’ remuneration are set out in Note 8 to the financial statements.
During the financial year, the total amount of insurance premium paid for Directors and officers by the Group and the
Company was RM6,555.
39
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
DIRECTORS’ REPORT
HOLDING COMPANIES
The Directors regard RAM Holdings Berhad, a company incorporated in Malaysia, as the ultimate holding company.
Before the financial statements of the Group and of the Company were prepared, 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 provision for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had
been made for doubtful debts; and
(b) to ensure that any current assets, which were unlikely to be realised in the ordinary course of business including the
values of current assets as shown in the accounting records of the Group and of the Company had been written down
to an amount which the current assets 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 provision for doubtful debts inadequate
to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; or
(c) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate.
(a) there are no charges on the assets of the Group and of the Company which have arisen since the end of the financial
year which secures the liabilities of any other person; and
(b) there are no contingent liabilities in the Group and in the Company which have arisen since the end of the financial year.
No contingent or other liability of any company in the Group has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the
ability of the Company and its subsidiaries to meet their obligations when they fall due.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Group and of the Company which would render any amount stated in the respective financial
statements misleading.
(a) the results of the operations of the Group and of the Company during the financial 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 financial 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 and of
the Company for the financial year in which this report is made.
40
NEW HORIZONS, NEW OPPORTUNITIES
DIRECTORS’ REPORT
SUBSIDIARIES
AUDITORS’ REMUNERATION
Details of auditors’ remuneration are set out in Note 7 to the financial statements. There was no indemnity or insurance given
to the auditors of the Group and the Company.
AUDITORS
The auditors, PricewaterhouseCoopers PLT (LLP0014401-LCA & AF1146), have expressed their willingness to accept re-
appointment as auditors.
This report was approved by the Board of Directors on 23 April 2019. Signed on behalf of the Board of Directors:
TAN SRI AMIRSHAM BIN A. AZIZ DATUK SERI DR. GOVINDAN A/L KUNCHAMBOO
DIRECTOR DIRECTOR
41
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Group Company
42
NEW HORIZONS, NEW OPPORTUNITIES
Group Company
NON-CURRENT ASSETS
Property, plant and equipment 11 2,287,122 1,482,663 1,676,850 1,159,725
Investment properties 12 11,249,715 11,612,542 11,249,715 11,612,542
Intangible assets 13 449,917 465,391 299,210 382,006
Investment in subsidiaries 15 - - 12,889,579 12,889,579
Investment in associated companies 16 11,143,569 11,537,657 7,902,179 8,902,179
Staff loans 18 2,863,023 3,648,195 1,648,085 2,282,078
Deferred tax assets 19 523,352 340,460 - -
CURRENT ASSETS
Deposits, cash and bank balances 20 11,019,204 21,119,263 5,060,324 7,705,650
Financial assets at FVTPL 21 76,599,737 64,116,098 39,274,240 34,165,491
Trade receivables and contract assets 22 17,789,323 13,538,150 227,670 148,723
Other receivables, deposits and prepayments 23 2,739,874 2,610,747 1,862,703 1,856,745
Amounts due from subsidiaries 24 - - 2,019,556 2,923,474
Amounts due from associated companies 17 1,534,502 723,420 1,534,502 723,420
Amount due from related companies 1,470 - - -
Tax recoverable 1,294,669 1,979,120 561,104 1,320,156
CURRENT LIABILITIES
Payables and accruals 25 8,221,318 7,558,875 3,714,413 4,092,179
Contract liabilities 26 2,012,147 1,285,816 - -
NON-CURRENT LIABILITIES
Provision for other liabilities 27 462,000 320,000 293,652 203,396
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
Comprehensive income
Profit for the financial year - 8,358,271 8,358,271
Comprehensive income
Profit for the financial year - 9,864,845 9,864,845
44
NEW HORIZONS, NEW OPPORTUNITIES
COMPANY STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018
Comprehensive income
Profit for the financial year - 3,922,441 3,922,441
Comprehensive income
Profit for the financial year - 3,733,625 3,733,625
45
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Group Company
Adjustments for:
Depreciation of property, plant and
equipment 449,943 478,367 369,629 392,348
Depreciation of investment properties 362,827 362,827 362,827 362,827
Amortisation of intangible assets 119,273 56,173 82,796 31,971
Amortisation of prepaid staff benefits 220,650 163,729 173,094 101,274
Allowance for/(write-back of) ECL allowance
of trade receivables and contract assets 265,270 (25,250) 1,548 -
Gain on disposal of financial assets at FVTPL (99,897) - - -
Gratuity to retired director 81,941 - 81,941 -
Rental income (3,424,449) (3,346,765) (3,460,089) (3,370,633)
Dividend income (2,472,814) (1,455,381) (7,472,814) (6,455,381)
Dividend income from redeemable convertible
cumulative preference shares (125,205) (141,438) (125,205) (141,438)
Realised gain from financial assets at FVTPL - (143,890) - -
Distribution income from financial assets at
FVTPL (1,717,054) (1,290,340) (714,390) (459,084)
Interest income (1,155,863) (1,712,653) (523,334) (408,609)
Unrealised loss on financial assets at FVTPL 1,378,016 474,778 1,333,192 314,163
Share of results in associated companies
(net of tax) (605,913) (744,559) - -
46
NEW HORIZONS, NEW OPPORTUNITIES
Group Company
47
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Group Company
48
NEW HORIZONS, NEW OPPORTUNITIES
1 GENERAL INFORMATION
The Company’s principal activities are to conduct training and seminars, and to provide economic consultancy
services and management services.
The principal activities of the Group consist of provision of approved credit rating services, provision of economic,
strategic and management consultancy services and investment holding. It has been expanded into Sustainability
Ratings of companies in the areas of Environment, Social and Governance and providing credit opinions on ventures
listed on the Investment Account Platform - the multibank investment portal that facilitates channelling of funds from
investors to finance viable ventures in 2016. There has been no significant change in the nature of the Group’s
principal activities during the financial year.
The address of the registered office and principal place of business of the Company is as follows:
The following accounting policies have been applied consistently in dealing with items that are considered material in
relation to the financial statements. These policies have been consistently applied to all the years presented, unless
otherwise stated.
The financial statements of the Group and the Company have been prepared in accordance with the Malaysian
Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”) and the
requirements of the Companies Act, 2016 in Malaysia.
The financial statements have been prepared under the historical cost convention except as modified by the
revaluation of financial assets at fair value through profit or loss.
The preparation of financial statements in conformity with MFRS 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 financial statements, and the reported amounts of revenues
and expenses during the reported financial year. It also requires Directors to exercise their judgement in the
process of applying the Group and Company’s accounting policies. Although these estimates and judgement
are based on the Directors’ best knowledge of current events and actions, actual results may differ.
Areas involving a higher degree of judgement and complexity or areas where assumptions and estimate are
significant to the financial statements are disclosed in Note 31 to the financial statements.
49
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
(a) Standards, amendments to published standards and interpretations that are applicable and effective
The Group has applied the following amendments for the first time for the financial year beginning on 1
January 2018:
MFRS 9 introduces an expected credit loss model on impairment for all financial assets that replaces
the incurred impairment model used in MFRS 139. The expected credit loss model is forward-looking
and eliminated the need for a trigger event to have occurred before credit losses are recognised.
The Group has applied MFRS 9 retrospectively with the date of initial application of 1 January 2018. In
accordance with the transitional provisions provided in MFRS 9, comparative information for 2017 was
not restated and continued to be reported under the previous accounting policies governed under
MFRS 139. The cumulative effects of initially applying MFRS 9 were recognised as an adjustment to
the opening balance of retained earnings as at 1 January 2018.
The detailed impact of change in accounting policies are set out in Note 35 to the financial statements.
The Group has applied MFRS 15 with the date of initial application of 1 January 2018 by using the
modified retrospective transition method. Under the modified retrospective transition method, the
Group applies the new policy retrospectively only to contracts that are not completed contracts at the
date of initial application. Accordingly, the 2017 comparative information was not restated and the
cumulative effects of initial application of MFRS 15 were recognised as an adjustment to the opening
balance of retained earnings as at 1 January 2018. The comparative information continued to be
reported under the previous accounting policies governed under MFRS 118 and MFRS 111.
There is no impact arising from the adoption of MFRS 15 on the opening balance other than for the
presentation and disclosures in the financial statements.
50
NEW HORIZONS, NEW OPPORTUNITIES
(a) Standards, amendments to published standards and interpretations that are applicable and effective
(continued)
This interpretation applies when an entity recognised a non-monetary asset or non-monetary liability
arising from the payment or receipt of advance consideration. MFRS 121 requires an entity to use the
exchange rate at the ‘date of the transaction’ to record foreign currency transactions.
IC interpretation 22 provides guidance on how to determine ‘the date of transaction’ when a single
payment/receipt is made, as well as for situations where multiple payments/ receipts are made.
The ‘date of transaction’ is the date when the payment or receipt of advance consideration gives rise
to the non-monetary asset or non-monetary liability when the entity is no longer exposed to foreign
exchange risk.
If there are multiple payments or receipts in advance, the entity should determine the ‘date of the
transaction’ for each payment or receipt.
The adoption of the IC Interpretation 22 did not have any material financial impact on the financial
statements of the Group.
The adoption of the Annual Improvements to MFRS 2014-2016 Cycle did not have any material
financial impact on the financial statements of the Group and of the Company.
Other than that, the adoption of other amendments listed above did not have any impact on the
current period or any prior period and is not likely to affect future periods.
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(b) Standards, amendments to published standards and interpretations to existing standards that are
applicable to the Group but not yet effective
• MFRS 16 ‘Leases’ (effective from 1 January 2019) supersedes MFRS 117 ‘Leases’ and the related
interpretations.
Under MFRS 16, a lease is a contract (or part of a contract) that conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
MFRS 16 eliminates the classification of leases by the lessee as either finance leases (on balance
sheet) or operating leases (off balance sheet). MFRS 16 requires a lessee to recognise a “right-of-
use” of the underlying asset and a lease liability reflecting future lease payments for most leases.
The right-of-use asset is depreciated in accordance with the principle in MFRS 116 ‘Property, Plant
and Equipment’ and the lease liability is accreted over time with interest expense recognised in profit
or loss.
For lessors, MFRS 16 retains most of the requirements in MFRS 117. Lessors continue to classify all
leases as either operating leases or finance leases and account for them differently.
The Group’s activities as a lessee are not material and hence the Group does not expect any significant
impact on the financial statements. However, some additional disclosures will be required from next
year.
As at 1 January 2019, the Group expects to adopt the standard using modified retrospective approach
where the cumulative effect of initially applying the standard is recognised as an adjustment to the
opening balance of retained earnings and comparatives are not restated. The implementation is
expected to increase right-of-use assets (“ROU assets”) and increase financial liabilities with no
significant impact on net assets or retained earnings.
• IC interpretation 23 ‘Uncertainty over Income Tax Treatments’ (effective 1 January 2019) provides
guidance on how to recognise and measure deferred and current income tax assets and liabilities
where there is uncertainty over a tax treatment.
If an entity concludes that it is not probable that the tax treatment will be accepted by the tax
authority, the effect of the tax uncertainty should be included in the period when such determination
is made. An entity shall measure the effect of uncertainty using the method which best predicts the
resolution of the uncertainty.
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(b) Standards, amendments to published standards and interpretations to existing standards that are
applicable to the Group but not yet effective (continued)
• Amendments to MFRS 128 ‘Long-term Interests in Associates and Joint Ventures’ (effective from 1
January 2019) clarify that an entity should apply MFRS 9 ‘Financial Instruments’ (including the
impairment requirements) to long-term interests in an associate or joint venture, which are in
substance form part of the entity’s net investment, for which settlement is neither planned nor likely
to occur in the foreseeable future.
In addition, such long-term interest are subject to loss allocation and impairment requirements in
MFRS 128.
• Amendments to MFRS 9 ‘Prepayment features with negative compensation’ (effective 1 January 2019)
allow companies to measure some prepayable financial assets with negative compensation at
amortised cost. Negative compensation arises where the contractual terms permit the borrower to
prepay the instrument before its contractual maturity, but the prepayment amount could be less than
the unpaid amounts of principal and interest. To qualify for amortised cost measurement, the negative
compensation must be reasonable compensation for early termination of the contract, and the asset
must be held within a ‘held to collect’ business model.
• Amendments to MFRS 3 ‘Business Combinations’ (effective from 1 January 2019) clarify that
when a party obtains control of a business that is a joint operation, the acquirer should account
the transaction as a business combination achieved in stages. Accordingly it should remeasure
its previously held interest in the joint operation (rights to the assets and obligations for the
liabilities) at fair value on the acquisition date.
• Amendments to MFRS 11 ‘Joint Arrangements’ (effective from 1 January 2019) clarify that when
a party obtains joint control of a business that is a joint operation, the party should not remeasure
its previously held interest in the joint operation.
• Amendments to MFRS 112 ‘Income Taxes’ (effective from 1 January 2019) clarify that where
income tax consequences of dividends on financial instruments classified as equity is recognised
(either in profit or loss, other comprehensive income or equity) depends on where the past
transactions that generated distributable profits were recognised. Accordingly, the tax
consequences are recognised in profit or loss when an entity determines payments on such
instruments are distribution of profits (that is, dividends). Tax on dividend should not be
recognised in equity merely on the basis that it is related to a distribution to owners.
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2.2 Consolidation
The principal accounting policies applied in the preparation of these consolidated financial statements are set
out below:
(a)
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the relevant activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement and fair value of any pre-existing equity interest in the subsidiary. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions measured initially at their fair values at the acquisition date. The Group recognises any non-
controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-
controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and
the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the
identifiable net assets acquired is recognised as goodwill. If the total of consideration transferred, non-
controlling interest recognised and previously held interest measured is less than the fair value of the net
assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in
the profit or loss.
If the business combination is achieved in stages, the carrying value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date, any gains or losses arising
from such re-measurement are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset
or liability is recognised in accordance with MFRS 9 in profit or loss. Contingent consideration that is
classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment
of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated
income statement, statement of comprehensive income, statement of changes in equity and statement of
financial position respectively.
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Transactions with non-controlling interests that do not result in loss of control are accounted for as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative
interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling
interests and any consideration paid or received is recognised in equity attributable to owners of the
Group.
When the Group ceases to consolidate because of a loss of control, any retained interest in the entity is
remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value
becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of
the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
Gains or losses on the disposal of subsidiaries include the carrying amount of goodwill relating to the
subsidiaries sold.
(d)
Associates
Associates are all entities over which the Group has significant influence but not control or joint control,
generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in
associates are accounted for using the equity method of accounting. Under the equity method, the
investment in an associate is initially recognised at cost, and adjusted thereafter to recognise the Group’s
share of the post-acquisition profits or losses of the associate in profit or loss, and the Group’s share of
movements in other comprehensive income of the associate in other comprehensive income. Dividends
received or receivable from an associate are recognised as a reduction in the carrying amount of the
investment. When the Group’s share of losses in an associate equals or exceeds its interests in the
associate, including any long-term interests that, in substance, form part of the Group’s net investment in
the associate, the Group does not recognise further losses, unless it has incurred legal or constructive
obligations or made payments on behalf of the associate. The Group’s investment in associates includes
goodwill identified on acquisition.
The Group determines at each reporting date whether there is any objective evidence that the investment
in the associate is impaired. An impairment loss is recognised for the amount by which the carrying amount
of the associate exceeds its recoverable amount. If this is the case, the Group calculates the amount of
impairment as the difference between the recoverable amount of the associate and its carrying value and
recognises the amount adjacent to ‘share of profit/(loss) of an associate’ in the income statement.
Profits and losses resulting from upstream and downstream transactions between the Group and its
associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s
interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of
an impairment of the asset transferred. Accounting policies of associates have been changed where
necessary to ensure consistency with the policies adopted by the Group.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
(d)
Associates (continued)
When the Group ceases to equity account its associate because of a loss of significant influence, any
retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised
in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently
accounting for the retained interest as a financial asset. In addition, any amount previously recognised in
other comprehensive income in respect of the entity is accounted for as if the Group had directly disposed
of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate
share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss
where appropriate.
Dilution gains or losses arising in investments in associates are recognised in profit or loss.
The cost of acquiring an additional stake in an associate is added to the carrying amount of associate and
equity accounted. Goodwill arising on the purchase of additional stake is computed using fair value
information at the date the additional interest is purchased. The previously held interest is not remeasured.
In the Company’s separate financial statements, investments in subsidiaries and associates are carried at cost
less accumulated impairment losses. On disposal of investments in subsidiaries and associates, the difference
between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
The amount due from subsidiaries of which the Company does not expect repayment in the foreseeable future
are considered as part of the Company’s investments in the subsidiaries.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses. Cost includes the purchase price and any 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 benefits associated with the item will flow 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 recognised as expenses in profit or loss during the financial period in which they
are incurred.
Property, plant and equipment are depreciated on the straight line method to allocate the cost or the revalued
amounts, to their residual values over their estimated useful lives, summarised as follows:
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Depreciation on assets under construction commences when the assets are ready for their intended use.
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at the end of each reporting
period.
At the end of the reporting period, the Group and Company assess whether there is any indication of impairment.
If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully
recoverable. A write down is made if the carrying amount exceeds the recoverable amount. See accounting
policy Note 2.18 to the financial statements on impairment of non-financial assets.
Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with
their carrying amount and are included in statements of comprehensive income.
Investment properties, comprising principally land and office buildings, are held for long term rental yields or
for capital appreciation or both, and are not occupied by the Group.
Investment property is measured initially at its cost, including related transaction costs and borrowing costs if
the investment property meets the definition of qualifying asset.
After initial recognition, investment property is stated at cost less any accumulated depreciation and impairment
losses. Investment property is depreciated on the straight line basis to allocate the cost to their residual values
over their estimated useful lives of 50 years.
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an
investment property is replaced, the carrying amount of the replaced part is derecognised.
Investment property is derecognised either when it has been disposed of or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its disposal.
Gains and losses on disposals are determined by comparing net disposal proceeds with the carrying amount
and are included in profit or loss.
Costs associated with developing or maintaining computer software programmes are recognised as an expense
when incurred. Costs that are directly associated with identifiable and unique software products controlled by
the Group and will probably generate economic benefits exceeding costs beyond one year are recognised as
intangible assets. Direct costs include staff costs of the software development team and an appropriate portion
of relevant overheads.
Expenditure which enhances or extends the performance of computer software programmes beyond their
original specifications is recognised as a capital improvement and added to the original cost of the software.
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Computer software development costs recognised as assets are amortised using the straight line method over
their estimated useful lives, not exceeding a period of five years.
At the end of each reporting period, the Group assesses whether there is any indication of impairment. If such
indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully
recoverable. A write down is made if the carrying amount exceeds the recoverable amount. See accounting
policy Note 2.18 to the financial statements on impairment of non-financial assets.
(a)
Classification
From 1 January 2018, the Group classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income (‘OCI’)
or through profit or loss), and
• those to be measured at amortised cost
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the
Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all the risks and rewards of
ownership.
(c)
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (‘FVTPL’), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in
profit or loss.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset
and the cash flow characteristics of the asset. The Group reclassifies debt investments when and only when its
business model for managing those assets changes.
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There are three measurement categories into which the Group classifies its debt instruments:
(i)
Amortised cost
Assets that are held for collection of contractual cash flows where those cash flows represent SPPI are
measured at amortised cost. Interest income from these financial assets is included in other income using
the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit
or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment
losses are presented as separate line item in the statement of comprehensive income or statement of profit
or loss and statement of comprehensive income as applicable.
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent SPPI, are measured at FVOCI. Movements in the carrying amount are taken
through OCI, except for the recognition of impairment gains or losses, interest income and foreign
exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised,
the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and
recognised in other gains/(losses). Interest income from these financial assets is included in other income
using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/
(losses) and impairment expenses are presented as separate line item in the statement of comprehensive
income as applicable.
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. The Group may
also irrevocably designate financial assets at FVTPL if doing so significantly reduces or eliminates a
mismatch created by assets and liabilities being measured on different bases. Fair value changes is
recognised in profit or loss and presented net within other gains/(losses) in the period which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has
elected to present fair value gains and losses on equity investments in OCI, there is no subsequent
reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.
Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s
right to receive payments is established.
Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses) in the statement of
comprehensive income as applicable.
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The Group assesses on a forward looking basis the expected credit loss (‘ECL’) associated with its debt
instruments carried at amortised cost and at FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
The Group has two types of financial instruments that are subject to the ECL model:
• Trade receivables; and
• Contract assets.
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the identified
impairment loss was immaterial.
ECL represent a probability-weighted estimate of the difference between present value of cash flows
according to contract and present value of cash flows the Group expects to receive, over the remaining life
of the financial instrument.
The Group applies the MFRS 9 simplified approach to measure ECL which uses a lifetime ECL for all
trade receivables and contract assets. Note 22 sets out the measurement details of ECL.
The Group defines a trade receivables and contract assets as default, which is fully aligned with the
definition of credit-impaired, when it meets one or more of the following criteria:
Quantitative criteria:
The Group defines a financial instrument as default, when the counterparty fails to make contractual
payment when they fall due.
The debtor meets unlikeliness to pay criteria, which indicates the debtor is in significant financial difficulty.
The Group considers the following instances:
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(i)
Collective assessment
To measure ECL, trade receivables and contract assets arising from business have been grouped
based on the days past due. The contract assets relate to unbilled work in progress and have
substantially the same risk characteristics as the trade receivables for the same types of contracts.
The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for the contract assets.
(ii)
Individual assessment
Trade receivables and contract assets which are in default or credit-impaired are assessed
individually.
Write-off
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a
period of greater than days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within
operating profit. Subsequent recoveries of amounts previously written off are credited against the same
line item.
(a)
Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss,
loans and receivables and available-for-sale. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification at initial recognition.
The Group classifies financial assets at fair value through profit or loss if they are acquired principally for
the purpose of selling in the short term, i.e. are held for trading. They are presented as current assets if
they are expected to be sold within 12 months after the end of the reporting period; otherwise they are
presented as non-current assets.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12
months after the end of the reporting period. These are classified as non-current assets. The Group’s loans
and receivables comprise ‘staff loans’, ‘trade and other receivables’, ‘deposits’ and ‘intercompany
balances’ in the statements of financial position.
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(a)
Classification (continued)
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets unless the investment
matures or management intends to dispose them within 12 months of the end of the reporting period.
Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the
Group commits to purchase or sell the asset.
Financial assets are initially recognised at fair value plus transaction costs for all financial assets not
carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are
initially recognised at fair value, and transaction costs are expensed in profit or loss.
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently
carried at fair value. Loans and receivables and held-to-maturity financial assets are subsequently carried
at amortised cost using the effective interest method.
Changes in the fair values of financial assets at fair value through profit or loss, including the effects of
currency translation, interest and dividend income are recognised in profit or loss in the period in which the
changes arise.
Changes in the fair value of available-for-sale financial assets are recognised in other comprehensive
income, except for impairment losses (see accounting policy Note 2.7(d)) and foreign exchange gains and
losses on monetary assets. The exchange differences on monetary assets are recognised in profit or loss,
whereas exchange differences on non-monetary assets are recognised in other comprehensive income as
part of fair value change.
Interest and dividend income on available-for-sale financial assets are recognised separately in profit or
loss. Interest on available-for-sale debt securities calculated using the effective interest method is
recognised in profit or loss. Dividends income on available-for-sale equity instruments are recognised in
profit or loss when the Group’s right to receive payments is established.
The Group assesses at the end of the reporting period whether there is objective evidence that a financial
asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and
impairment losses are incurred only if there is objective evidence of impairment as a result of one or more
events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events)
has an impact on the estimated future cash flows of the financial asset or group of financial assets that can
be reliably estimated.
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The amount of the loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced
and the amount of the loss is recognised in profit or loss. If ‘loans and receivables’ or a ‘held-to-maturity
investment’ has a variable interest rate, the discount rate for measuring any impairment loss is the current
effective interest rate determined under the contract. As a practical expedient, the Group may measure
impairment on the basis of an instrument’s fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the
debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or
loss.
When an asset is uncollectible, it is written off against the related allowance account. Such assets are
written off after all the necessary procedures have been completed and the amount of the loss has been
determined.
The Group assesses at the end of the reporting period whether there is objective evidence that a financial
asset or a group of financial assets is impaired.
For debt securities, the Group uses criteria and measurement of impairment loss applicable for ‘assets
carried at amortised cost’ above. If, in a subsequent period, the fair value of a debt instrument classified
as available-for-sale increases and the increase can be objectively related to an event occurring after the
impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss.
In the case of equity securities classified as available-for-sale, in addition to the criteria for ‘assets carried
at amortised cost’ above, a significant or prolonged decline in the fair value of the security below its cost
is also considered as an indicator that the assets are impaired. If any such evidence exists for available-
for-sale financial assets, the cumulative loss that had been recognised directly in equity is removed from
equity and recognised in profit or loss. The amount of cumulative loss that is reclassified to profit or loss
is the difference between the acquisition cost and the current fair value, less any impairment loss on that
financial asset previously recognised in profit or loss. Impairment losses recognised in profit or loss on
equity instruments classified as available-for-sale are not reversed through profit or loss.
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(e)
De-recognition
Financial assets are de-recognised when the rights to receive cash flows from the investments have
expired or have been transferred and the Group has transferred substantially all risks and rewards of
ownership.
When available-for-sale financial assets are sold, the accumulated fair value adjustments recognised in
other comprehensive income are reclassified to profit or loss.
Financial assets and liabilities are offset and the net amount reported in the statements of financial position
when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on
a net basis, or realise the asset and settle the liability simultaneously.
2.9 Leases
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment, or series of payments,
the right to use an asset for an agreed period of time.
Finance leases
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the lease’s commencement at
the lower of the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate
of interest on the remaining balance of the liability. The corresponding rental obligations, net of finance
charges, are included in other long-term payables. The interest element of the finance cost is charged to
profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. The property, plant and equipment acquired under finance leases is
depreciated over the shorter of the useful life of the asset and the lease term.
Initial direct costs incurred by the Group in negotiating and arranging finance leases are added to the
carrying amount of the leased assets and recognised as an expense in profit or loss over the lease term on
the same basis as the lease expense.
Operating leases
Leases of assets where a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessor) are charged to profit or loss on the straight line basis over the lease period.
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Operating leases
When assets are leased out under an operating lease, the asset is included in the statement of financial
position based on the nature of the asset. Lease income is recognised over the term of the lease on a
straight-line basis.
Trade receivables are amounts due from customers for publications sold or services performed in the ordinary
course of business. If collection is expected in one year or less (or in the normal operating cycle of the business
if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less allowance for impairment.
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash in hand, deposits held
at call with banks, other short term, highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value.
(a)
Classification
Ordinary shares and non-redeemable preference shares with discretionary dividends are classified as
equity. Other shares are classified as equity and/or liability according to the economic substance of the
particular instrument.
Incremental costs directly attributable to the issue of new shares or options are deducted against equity.
(c)
Dividend distribution
Liability is recognised for the amount of any dividend declared, being appropriately authorised and no
longer at the discretion of the Group, on or before the end of the reporting period but not distributed at the
end of the reporting period.
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Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year
or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current
liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
2.14 Taxation
Taxation comprises current and deferred tax. Current and deferred tax are recognised in profit or loss, except
to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case
the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities. This liability is measured using the single best estimate of the most
likely outcome.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities in the statement of financial position and their tax bases.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be
applied 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 and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets
and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each
reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
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NEW HORIZONS, NEW OPPORTUNITIES
The Group and the Company recognise a liability and an expense for bonuses. The Group and the Company
recognise a provision where contractually obliged or where there is a past practice that has created a
constructive obligation.
Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the
financial year in which the associated services are rendered by employees of the Group and of the
Company.
(b)
Post-employment benefits
The Group contributes to the Employees Provident Fund (“EPF”), the national defined contribution plan.
The Group’s contributions to the EPF are charged to the statement of comprehensive income in the
financial year to which they relate. Once the contributions have been paid, the Group has no further
payment obligations.
Provision for other liability is mainly for reinstatement cost which is 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 outflow of resources
will be required to settle the obligation and the amount has been reliably estimated. Provisions are not
recognised for future operating losses.
The Group does not recognise a contingent liability but discloses its existence in the financial statements. A
contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a
present obligation that is not recognised because it is not probable that an outflow of resources will be required
to settle the obligation. A contingent liability also arises in the extremely rare circumstance where there is a
liability that cannot be recognised because it cannot be measured reliably.
However, contingent liabilities do not include financial guarantee contracts. A contingent asset is a possible
asset that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond the control of the Group. The Group does not recognise contingent
assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain.
Subsequent to the initial recognition, the Group measures the contingent liabilities that are recognised
separately at the date of acquisition at the higher of the amount that would be recognised in accordance with
the provisions of MFRS 137 ‘Provisions, contingent liabilities and contingent assets’ and the amount initially
recognised less, when appropriate, cumulative amortisation recognised in accordance with MFRS 118
“Revenue”.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest level for which there is separately identifiable cash flows (cash-
generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible
reversal of the impairment at each reporting date.
The impairment loss is charged to the statement of comprehensive income. Any subsequent increase in
recoverable amount is recognised in the statement of comprehensive income.
The principal activities of the Company are to conduct training and seminars, and to provide economic
consultancy services and management services. Revenue is in the form of seminars registration fees,
management fees and dividend income.
The principal activities of the Group consist of provision of approved credit rating services, provision of
economic, strategic and management consultancy services and investment holding. It has been expanded into
Sustainability Ratings of companies in the areas of Environment, Social and Governance and providing credit
opinions on ventures listed on the Investment Account Platform - the multibank investment portal that facilitates
channelling of funds from investors to finance viable ventures in 2016. Revenue of the Group is stated in the
respective financial statements of the subsidiaries.
The Group and Company recognises revenue when the amount of revenue can be reliably measured, it is
probable that future economic benefits will flow to the entity and specific criteria have been met for each of the
Company’s activities as decribed below. The Group and Company bases its estimates on historical results,
taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services
in the ordinary course of the Group and Company’s activities. Revenue is shown net of tax, rebates and
discounts. Sales are recognised when the company has satisfied the performance obligations as stipulated in
the contract with the customers.
A contract asset is recognised once the goods and services had been rendered, but the customer had yet to
settle payment in regards to the invoice issued by the Company.
A contact liability would be recognised when the customer had made payment in advance but the Company had
yet to settle its performance obligations in relation to the contract.
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering
of services in the ordinary course of the Group’s activities. Revenue is shown net of goods and services tax,
rebates and discounts.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future
economic benefits will flow to the entity and specific criteria have been met. The amount of revenue is not
considered to be reliably measurable until all contingencies relating to the sale have been resolved.
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NEW HORIZONS, NEW OPPORTUNITIES
Rental and management fees are recognised on accrual basis. Interest income is recognised using the effective
interest method.
Consultancy and rating fee income are recognised as revenue upon services rendered.
Items included in the financial statements of the Company are measured using the currency of the primary
economic environment in which the entity operates (the “functional currency”). The financial statements
are presented in Ringgit Malaysia, which is the Company’s functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the statement of comprehensive income.
The Group’s activities expose it to a variety of financial risks, including foreign currency exchange risk, interest rate
risk, liquidity and cash flow risks and credit risk. The Group’s overall financial risk management objective is to ensure
that the Group creates value for its shareholders. The Group focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the Group. Financial risk management is
carried out through risk reviews, internal control systems and adherence to Group financial risk management policies.
The Group is exposed to foreign currency risk on transactions that are denominated in currencies other than
Ringgit Malaysia. The currency giving rise to this risk is primarily United States Dollar (“USD”). The Group
manages its foreign exchange risk by using multi currency bank account in which balances received in foreign
currencies are placed in this account to mitigate the fluctuations of foreign exchange rate.
Group Company
In USD
Trade receivables 1,131,929 917,693 - 1,690
Cash and cash equivalent 508,462 16,792 - -
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The table below summarises the sensitivity of the trade receivables and cash and cash equivalent denominated
in currency other than Ringgit Malaysia and profit after tax to movements in foreign currency exchange rate.
The analysis is based on the assumption that the foreign currency exchange rate fluctuates by 5% with all other
variables held constant.
Group
The Group’s income and operating cash flows are substantially independent of changes in market interest
rates. Interest rate exposure arises from the Group’s staff loans and deposits, and is managed through the use
of fixed and floating rate debts.
The table below analyses the financial liabilities of the Group into relevant maturity groupings based on the
remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table
are the contractual undiscounted cash flows.
Within 1 year
Group Company
The Group manages its liquidity risk by maintaining sufficient levels of cash or cash convertible investments and
available credit facilities to meet its working capital requirements.
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NEW HORIZONS, NEW OPPORTUNITIES
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals,
setting of counterparty limits and monitoring procedures. The Group seeks to invest cash assets safely and
profitably. Credit risks are minimised given the Group’s policy of selecting only counterparties with high
creditworthiness.
The Group closely monitors collections from these customers. In addition, the Group’s historical experience in
collection of trade receivables falls within the recorded allowances. Due to these factors, management believes
that no additional credit risk beyond amounts allowed for collection losses is inherent in the Group’s trade
receivables. Information regarding credit quality of trade and other receivables and deposits is disclosed in
Note 22.
At the Company level, credit risk arises from trade receivables, amounts due from subsidiaries and associated
companies. The Company manages its credit risks by performing regular reviews of the ageing profile of these
balances.
The Group has no other significant concentrations of credit risk, notwithstanding that all of its deposits are
placed with financial institutions in Malaysia. The likelihood of non-performance by these financial institutions
is remote based on their high credit ratings.
The primary objective of the Group’s capital management is to maintain a strong credit rating and healthy
capital ratios, so as to support its business and maximise shareholder value. The capital structure of the Group
comprises issued capital and reserves.
There were no changes in the Company’s approach to capital management during the year.
Financial instruments that are measured in the statements of financial position at fair value are disclosed based
on the following fair value measurement hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices 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 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
(Level 3).
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The following table presents the Group’s and Company’s assets and liabilities that are measured at fair value:
31 December 2018
Financial assets
Financial assets at FVTPL
- Quoted REITS 10,938,732 - - 10,938,732
- Quoted unit trusts 65,661,004 - - 65,661,004
31 December 2017
Financial assets
Financial assets at FVTPL
- Quoted REITS 12,077,235 - - 12,077,235
- Quoted unit trusts 52,038,863 - - 52,038,863
31 December 2018
Assets
Financial assets at FVTPL
- Quoted REITS 10,938,732 - - 10,938,732
- Quoted unit trusts 28,335,508 - - 28,335,508
31 December 2017
Assets
Financial assets at FVTPL
- Quoted REITS 12,077,235 - - 12,077,235
- Quoted unit trusts 22,088,256 - - 22,088,256
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting
date. The quoted market price used for financial assets held by the Group and the Company is the current bid
price. These instruments are included in Level 1.
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NEW HORIZONS, NEW OPPORTUNITIES
The fair value of financial instruments that are not traded in an active market is determined by using valuation
techniques. These valuation techniques maximise the use of observable market data where it is available and
rely as little as possible on entity specific estimates. If all significant inputs required to fair value an investment
are observable, the investment is included in Level 2.
If one or more of the significant inputs is not based on observable market data, the investment is included in
Level 3.
The fair values of financial assets and liabilities carried at amortised costs such as deposits, cash and bank
balances, receivables and payables (including non-trade amounts due to/from group companies) at the
reporting date approximate their carrying amounts due to the relatively short term maturity.
The fair value for staff loans carried at amortised costs using the effective interest method approximate their
carrying amounts as the effective interest rates approximate the market interest rates.
Assets not measured at fair value for which the fair value is disclosed
The following table analyses the Group’s and Company’s investment properties that are stated at cost less
accumulated depreciation for which fair value is disclosed, within the fair value hierarchy:
31 December 2018
Financial assets
Investment properties - 67,955,750 - 67,955,750
31 December 2017
Financial assets
Investment properties - 67,955,750 - 67,955,750
The investment properties are valued using the sales comparison approach which uses significant observable
inputs. The fair value measurement has therefore been classified as Level 2.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Group Company
5 DIVIDEND INCOME
Group Company
Dividend income
- subsidiaries - - 5,000,000 5,000,000
- others 2,472,814 1,455,381 2,472,814 1,455,381
- redeemable convertible cumulative preference
shares 125,205 141,438 125,205 141,438
6 STAFF COSTS
Group Company
Staff costs include remuneration of Directors disclosed in Note 8 to the financial statements.
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NEW HORIZONS, NEW OPPORTUNITIES
Group Company
Auditors’ remuneration
- statutory audit by Group auditors 163,525 159,775 77,450 79,850
- under provision in prior year 1,889 - - -
Allowance for/(write-back of) ECL allowance of
trade receivables and contract assets 265,270 (25,250) 1,548 -
Unrealised loss on financial assets at FVTPL 1,378,016 474,778 1,333,192 314,163
Interest income (1,155,863) (1,712,653) (523,334) (408,609)
Dividend income from financial assets at fair
value through profit or loss (782,419) (275,548) (782,419) (275,548)
Dividend income from associated companies (1,690,395) (1,179,833) (1,690,395) (1,179,833)
Dividend income from subsidiaries - - (5,000,000) (5,000,000)
Dividend income from redeemable convertible
cumulative preference shares (125,205) (141,438) (125,205) (141,438)
Distribution income from financial assets at fair
value through profit or loss (1,717,054) (1,290,340) (714,390) (459,084)
Rental income (3,424,449) (3,346,765) (3,460,089) (3,370,633)
Realised foreign exchange loss/(gain) 9,294 (25,812) 3,016 4,660
Amortisation of prepaid staff benefits 220,650 163,729 173,094 101,274
Realised gain from financial assets at fair value
through profit or loss - (143,890) - -
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
8 DIRECTORS’ REMUNERATION
The aggregate amount of emoluments received/receivable by Directors of the Group and the Company during the
financial year was as follows:
Group Company
Non-executive Directors:
- fees 346,290 408,000 346,290 408,000
- other benefits 238,920 269,500 238,920 269,500
- estimated money value of benefits-in-kind 18,454 - 18,454 -
- gratuity 81,941 - 81,941 -
The Directors’ remuneration in the current financial year represents remuneration for Directors of the Group, the
Company and its subsidiary to comply with the requirements of the Companies Act 2016. The names of Directors of
subsidiary and their remuneration details are set out in the respective subsidiary’s statutory accounts and the said
information is deemed incorporated herein by such reference and made a part hereof.
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NEW HORIZONS, NEW OPPORTUNITIES
9 TAXATION
Group Company
Current tax
Current year 2,423,324 2,156,671 - -
Under/(over) provision in prior years 486,968 (220,517) 130,779 (48,347)
The explanation of the relationship between tax expense and profit before taxation is as follows:
Group Company
Tax calculated at the Malaysian tax rate of 24% 2,660,561 2,804,504 972,773 884,467
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Earnings per share is calculated by dividing the Group’s net profit attributable to shareholders by the number of
ordinary shares in issue.
Group
2018 2017
Computer
Furniture Office Motor hardware/ Office Work-in
and fittings equipment vehicles software building Renovations progress Total
Group RM RM RM RM RM RM RM RM
2018
Cost
As at 1 January 2,096,306 778,888 1,462,934 3,765,160 527,756 4,255,043 - 12,886,087
Write-off/Disposal (55,470) (6,821) (359,709) (2,571,587) - (638,176) - (3,631,763)
Additions - 4,088 355,259 254,645 - 43,481 678,869 1,336,342
Accumulated
depreciation
As at 1 January 2,075,820 729,187 694,522 3,470,842 192,066 4,240,987 - 11,403,424
Write-off/Disposal (55,470) (6,821) (277,769) (2,571,587) - (638,176) - (3,549,823)
Charge for the financial
year 8,296 26,015 176,429 223,472 10,554 5,177 - 449,943
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NEW HORIZONS, NEW OPPORTUNITIES
Computer
Furniture Office Motor hardware/ Office Work-in
and fittings equipment vehicles software building Renovations progress Total
Group RM RM RM RM RM RM RM RM
2017
Cost
As at 1 January 2,092,406 774,343 1,462,934 3,647,266 527,756 4,255,043 297,767 13,057,515
Additions 3,900 4,545 - 117,894 - - - 126,339
Transfer to Intangible
assets (Note 13) - - - - - - (297,767) (297,767)
Accumulated
depreciation
As at 1 January 2,065,852 700,886 510,727 3,233,702 181,510 4,232,380 - 10,925,057
Charge for the financial
year 9,968 28,301 183,795 237,140 10,556 8,607 - 478,367
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Computer
Furniture Office Motor hardware/ Office Work-in
and fittings equipment vehicles software building Renovations progress Total
Company RM RM RM RM RM RM RM RM
2018
Cost
As at 1 January 1,567,802 726,074 1,147,693 3,225,168 527,756 3,336,219 - 10,530,712
Write-off/Disposal (2,660) (2,775) (359,709) (2,258,862) - (458,837) - (3,082,843)
Additions - 4,088 355,259 232,745 - - 376,603 968,695
Accumulated
depreciation
As at 1 January 1,560,494 687,667 630,215 2,974,358 192,067 3,326,186 - 9,370,987
Write-off/Disposal (2,660) (2,775) (277,768) (2,258,862) - (458,837) - (3,000,902)
Charge for the financial
year 2,889 20,202 141,298 191,198 10,554 3,488 - 369,629
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NEW HORIZONS, NEW OPPORTUNITIES
Computer
Furniture Office Motor hardware/ Office Work-in
and fittings equipment vehicles software building Renovations progress Total
Company RM RM RM RM RM RM RM RM
2017
Cost
As at 1 January 1,563,902 725,529 1,147,693 3,137,304 527,756 3,336,219 297,767 10,736,170
Additions 3,900 545 - 87,864 - - - 92,309
Transfer to Intangible
assets (Note 13) - - - - - - (297,767) (297,767)
Accumulated
depreciation
As at 1 January 1,555,926 664,917 478,574 2,778,153 181,511 3,319,558 - 8,978,639
Charge for the financial
year 4,568 22,750 151,641 196,205 10,556 6,628 - 392,348
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
12 INVESTMENT PROPERTIES
2018 2017
RM RM
Cost
As at 1 January/31 December 18,141,354 18,141,354
Accumulated depreciation
As at 1 January 6,528,812 6,165,985
Charge for the financial year 362,827 362,827
The fair value of the properties based on valuation by an independent professionally qualified valuer for 2018 was
RM67,955,750 (2017: RM67,955,750) for the Group and the Company. Valuations were based on the sales comparison
approach using current prices in an active market for all properties.
Rental income generated from investment properties of the Group and of the Company during the financial year 2018
amounted to RM3,424,449 (2017: RM3,346,765) respectively. Direct operating expenses from investment in
properties that generated rental income of the Group and of the Company during the financial year 2018 amounted to
RM427,111 (2017: RM426,798) respectively.
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NEW HORIZONS, NEW OPPORTUNITIES
13 INTANGIBLE ASSETS
Group Company
Computer software
Cost
As at 1 January 1,664,981 1,206,484 413,977 -
Additions 103,798 160,730 - 116,210
Write-offs (1,114,749) - - -
Transfer from Property, plant and equipment
(Note 11) - 297,767 - 297,767
Accumulated amortisation
As at 1 January 1,199,590 1,143,417 31,971 -
Amortisation for the financial year 119,273 56,173 82,796 31,971
Write-offs (1,114,750) - - -
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Group Company
Unquoted securities
Share outside Malaysia 749,663 749,663 749,663 749,663
Allowance for impairment losses (749,663) (749,663) (749,663) (749,663)
- - - -
There has been no movement in allowance of impairment losses during the financial year for the Group and the
Company.
Group Company
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NEW HORIZONS, NEW OPPORTUNITIES
15 INVESTMENT IN SUBSIDIARIES
Company
2018 2017
RM RM
12,889,579 12,889,579
Group effective
equity interest
Subsidiaries 2018 2017 Principal activities
% %
RAM Consultancy Services 100 100 The principal activity of the company is to
Sdn. Bhd. carry on business as advisor and consultant to
(Incorporated in Malaysia) Government and semi-Government bodies,
business, commerce and industries through the
provision of economic, strategic and management
consultancy services. It has expanded into
sustainability ratings of companies in the area of
environment, social and governance in 2016.
RAM Solutions Sdn. Bhd. 100 100 The principal activity of the (Incorporated
in (Incorporated in Malaysia) company is to carry on business of providing
credit opinions on ventures listed on the Investment
Account Platform - the multibank i n v e s t m e n t
portal that facilitates channelling of funds from
investors to finance viable ventures.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Company
2018 2017
RM RM
6,902,179 6,902,179
Unquoted Redeemable Convertible Cumulative Preference Shares 1,000,000 2,000,000
7,902,179 8,902,179
Group
2018 2017
RM RM
11,143,569 11,537,657
The Group has 2 associated companies as at 31 December 2018, which, in the opinion of the Directors, are not
individually material to the Group. All associated companies are measured using the equity method. The details
and nature of the associated companies are as follows:
Both Bond Pricing Agency Malaysia Sdn. Bhd. and RAM Credit Information Sdn. Bhd. are private companies and
there is no quoted market price available for the shares.
There are no contingent liabilities relating to the Group’s interest in the associated companies.
* Audited by PricewaterhouseCoopers
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NEW HORIZONS, NEW OPPORTUNITIES
(b) Summarised financial information for associated companies as shown in their financial statements in accordance
to MFRSs (adjusted by the Group for equity accounting purposes):
Set out below are the summarised financial information for the associated companies, which are accounted for
using the equity method.
Group
2018 2017
RM RM
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Set out below is the reconciliation of the summarised financial information presented to the carrying amount of
its interest in associated companies:
Group
2018 2017
RM RM
2018 2017
RM RM
1,534,502 723,420
Amounts due from an associated companies are unsecured, interest-free and dividends receivable are payable within
the next 12 months.
The amounts due from associated companies are denominated in Ringgit Malaysia.
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NEW HORIZONS, NEW OPPORTUNITIES
18 STAFF LOANS
Group Company
Repayable:
- within 1 year (Note 23) 404,437 514,546 301,475 358,937
- after 1 year 2,863,023 3,648,195 1,648,085 2,282,078
Housing and car loans are given to confirmed staff and are repayable over terms ranging from 1 to 25 years and 1 to 7
years respectively, bearing interest rates of 2% (2017: 2%) and 2% (2017: 2%) per annum respectively. The Group and
Company obtain security over the financed assets.
Advance loans are given to confirmed staff and are repayable over terms of 2 years which are unsecured and interest-
free.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
19 DEFERRED TAXATION
Deferred 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 deferred taxes relate to the same tax authority.
The following amounts, determined after appropriate offsetting, are shown in the statements of financial position.
Group Company
The movements during the financial year relating to deferred taxation are as follows:
Group Company
182,892 115,567 - -
Deferred taxation:
- property, plant and equipment (20,427) (23,171) - -
- contract liabilities 476,315 308,596 - -
- provisions 67,464 55,035 - -
523,352 340,460 - -
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NEW HORIZONS, NEW OPPORTUNITIES
Group Company
543,779 363,631 - -
Offsetting
- property, plant and equipment (20,427) (23,171) - -
(20,427) (23,171) - -
Offsetting 20,427 23,171 - -
The amounts of deductible temporary differences and unused tax losses (which can be carried forward against future
taxable income and have no expiry date) for which no deferred tax asset is recognised in the statements of financial
position are as follows:
Group Company
Deferred tax assets are not recognised for the above temporary differences as it is not currently probable that taxable
profit will be available against which the deductible temporary differences and unused tax losses can be utilised.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Group Company
The weighted average interest rates and average maturity of deposits with licensed banks that were effective as at the
end of the reporting period were as follows:
Group Company
Group Company
Changes in fair value of financial assets at fair value through profit or loss are recorded in the statements of
comprehensive income.
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NEW HORIZONS, NEW OPPORTUNITIES
Group Company
Group Company
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
(i) The ECL allowance for trade receivables and contract assets as at 31 December 2018 reconciles to the opening
credit losses as follows:
Group Company
2018 2017
RM RM
369,045 2,530
(ii) The following table contains an analysis of the credit risk exposure of financial instruments by respective aging
buckets for which an ECL allowance is recognised. The gross carrying amount of financial assets below also
represents the Company’s maximum exposure to credit risk on these assets:
Expected loss
rate 0.36% 0.73% 4.63% 61.49% 100.00% -
Gross carrying
amount 15,206,105 2,298,527 258,088 287,840 107,808 18,158,368
ECL allowance (55,389) (16,893) (11,949) (177,006) (107,808) (369,045)
Net carrying
amount 15,150,716 2,281,634 246,139 110,834 - 17,789,323
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NEW HORIZONS, NEW OPPORTUNITIES
Group Company
Amounts due from/to subsidiaries are unsecured, interest-free and repayable on demand.
Amount due to a subsidiary is unsecured, interest free, repayable on demand and is denominated in Ringgit Malaysia.
Group Company
26 CONTRACT LIABILITIES
Group Company
2,012,147 1,285,816 - -
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The provision for other liabilities relates to provision for reinstatement cost of the leased office premises.
Group Company
28 SHARE CAPITAL
2018 2017
RM RM
29 RESERVES
Group Company
Distributable:
Retained earnings 118,800,012 114,009,015 72,197,652 71,776,193
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NEW HORIZONS, NEW OPPORTUNITIES
30 DIVIDENDS
2018 2017
Amount of Amount of
Gross dividend Gross dividend
per share net of tax per share net of tax
Sen RM Sen RM
The Directors now recommend the payment of a first and final single tier dividend of RM0.35 per share on 10,000,000
ordinary shares, amounting to RM3,500,000 for the year ended 31 December 2018. The proposed dividend is subject
to the approval of members at the forthcoming Annual General Meeting of the Company and will be reflected in the
financial statements of the financial year ending 31 December 2019 when approved by the members.
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RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The Company tests investment in subsidiary companies for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
The recoverable amounts of the investment in subsidiary companies are determined based on their value in use
calculations. The value in use is the net present value of the projected future cash flow derived from that asset
discounted at an appropriate discount rate. Projected future cash flows are calculated based on historical, sector and
industry trends, general market and economic conditions and other available information.
As the recoverable amount of a subsidiary is higher than its carrying value, no impairment loss was recognised for the
year ended 31 December 2018.
The Company tests investment in associated company for write-back whenever events or changes in circumstances
indicate that the carrying amount may be recoverable.
The recoverable amounts of the investment in associated company are determined based on their Net Tangible Assets
(“NTA”). The Company will write-back the impairment made on investment in associated company when the NTA
exceeds the net carrying value. As the NTA of the associated company is higher than its net carrying value, write-back
of impairment made on investment in associated company was recognised for the year ended 31 December 2016.
The Company tests financial assets at FVOCI for impairment in accordance with its accounting policy stated in Note
2.7(d) to the financial statements.
The recoverable amounts of unquoted financial assets at FVOCI are determined based on their value in use
calculations.
The value in use is the net present value of the projected future cash flow derived from that asset discounted at an
appropriate discount rate. Projected future cash flows are calculated based on historical, sector and industry trends,
general market and economic conditions and other available information.
The Group and the Company recognises deferred tax asset to the extent that it is probable that the Company will have
sufficient taxable profit relating to the same taxation authority and the same taxable entity in the same period as the
reversal of the deductible temporary differences.
The Group and the Company evaluates whether there is sufficient taxable profit in future periods by projecting the
future taxable profit based on the approved budget for the following financial year. Based on the assessment
performed at the Company level as at 31 December 2018, deferred tax assets are not recognised as it is not probable
that taxable profits will be available against which the deductible temporary differences can be utilised.
98
NEW HORIZONS, NEW OPPORTUNITIES
Group Company
The lease commitments are in respect of rental of office equipment and office premises.
33 CAPITAL COMMITMENTS
Capital expenditure not provided for in the financial statements in respect of the next financial year are as follows:
Group Company
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions:
Group
2018 2017
RM RM
99
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
Company
2018 2017
RM RM
100
NEW HORIZONS, NEW OPPORTUNITIES
Key management personnel are those persons having the authority and responsibility for planning, directing and
controlling the activities of the Company either directly or indirectly. The key management personnel of the Company
include the Executive Director of the Company and those who make certain critical decisions in relation to the strategic
direction of the Company. Close family members and dependants of the key management personnel, or any entities
that are controlled or significantly influenced by the key management personnel or their close family members are
deemed as related to the Company. Key management remuneration includes Executive Directors’ remuneration which
has been disclosed in Note 8 to the financial statements.
Remuneration of key management personnel (including Executive Director) for the financial year was as follows:
Group Company
101
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The measurement category and the carrying amount of financial assets and financial liabilities in accordance
with MFRS 139 and MFRS 9 at 1 January 2018 are compared as follows:
Group
Assets
Deposits, Loans and Amortised 21,119,263 - - 21,119,263
cash and receivables cost
bank balances
Liabilities
Payables and Amortised Amortised 7,558,875 - - 7,558,875
accruals cost cost
* The new restated MFRS 9 carrying amount is prior to the impact of adoption of MFRS 15.
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NEW HORIZONS, NEW OPPORTUNITIES
The measurement category and the carrying amount of financial assets and financial liabilities in accordance
with MFRS 139 and MFRS 9 at 1 January 2018 are compared as follows: (continued)
Company
Assets
Deposits, Loans and Amortised 7,705,650 - - 7,705,650
cash and receivables cost
bank balances
Liabilities
Payables and Amortised Amortised 4,092,179 - - 4,092,179
accruals cost cost
* The new restated MFRS 9 carrying amount is prior to the impact of adoption of MFRS 15.
103
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The impact of MFRS 15 on the Group and Company’s financial position as at 1 January 2018 as follows:
Current Assets
Contract assets - 12,252,334 12,252,334
Trade receivables 13,538,150 (12,252,334) 1,285,816
Current Liabilities
Contract liabilities - 1,285,816 1,285,816
Advanced billings 1,285,816 (1,285,816) -
Current Assets
Contract assets - 148,723 148,723
Trade receivables 148,723 (148,723) -
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NEW HORIZONS, NEW OPPORTUNITIES
The impact of the change in accounting policies on the Group’s retained earnings as at 1 January 2018 as
follows:
RM
The impact of the change in accounting policies on the Company’s retained earnings as at 1 January 2018 as
follows:
RM
RAM Holdings Berhad had in 2014 written-off its investments of RM27,660 comprising 30% shareholding in each of
the two Hong Kong incorporated companies, namely RAM Holdings Limited (formerly known as RAM & HK-SAR
(Holdings) Limited) and RAM Rating Services (Holdings) Limited (formerly known as RAM & HK-SAR Rating Services
(Holdings) Limited). In 2015, RAM Holdings Berhad had appointed lawyers to commence winding up proceedings
against the two Hong Kong incorporated companies and on 17 April 2018, RAM Holdings has successfully obtained an
order from the Hong Kong’s High Court to wind up the two Hong Kong companies and as at the financial year 2018,
the liquidation process is ongoing.
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 23
April 2019.
105
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016
We, Tan Sri Amirsham Bin. A. Aziz and Datuk Seri Dr. Govindan a/l Kunchamboo, two of the Directors of RAM Holdings
Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 42 to
105 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31
December 2018 and financial performance of the Group and of the Company for the financial year ended 31 December 2018
in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 2016 in Malaysia.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 23 April 2019.
TAN SRI AMIRSHAM BIN A. AZIZ DATUK SERI DR. GOVINDAN A/L KUNCHAMBOO
DIRECTOR DIRECTOR
STATUTORY DECLARATION
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016
I, Datuk Seri Dr. Govindan a/l Kunchamboo, the officer primarily responsible for the financial management of RAM Holdings
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 42 to 105 are, to the best of my
knowledge and belief, 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.
Subscribed and solemnly declared by the above named Datuk Seri Dr. Govindan a/l Kunchamboo at Kuala Lumpur in Malaysia
on 23 April 2019, before me.
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NEW HORIZONS, NEW OPPORTUNITIES
Our opinion
In our opinion, the financial statements of RAM Holdings Berhad (“the Group and the Company”) give a true and fair view of
the financial position of the Group and the Company as at 31 December 2018, and of its financial performance and its cash
flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 2016 in Malaysia.
We have audited the financial statements of the Group and the Company, which comprise the statement of financial position
as at 31 December 2018, and the statement of comprehensive income, statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies,
as set out on pages 42 to 105.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of
the financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the
Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the
By-Laws and the IESBA Code.
Information other than the financial statements and auditors’ report thereon
The directors of the Company are responsible for the other information. The other information comprises Directors’ Report,
but does not include the financial statements of the Company and our auditors’ report thereon.
Our opinion on the financial statements of the Company does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements of the Company, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the
Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
107
RAM HOLDINGS BERHAD / ANNUAL REPORT 2018
The directors of the Company are responsible for the preparation of the financial statements of the Company that give a true
and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 2016 in Malaysia. The directors are also responsible for such internal control as the
directors determine is necessary to enable the preparation of financial statements of the Company that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements of the Company, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative
but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Company as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards
on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Company, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit 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 Company’s internal
control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
(d) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Company
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Company, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
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NEW HORIZONS, NEW OPPORTUNITIES
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act,
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this
report.
Kuala Lumpur
23 April 2019
109
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RAM HOLDINGS BERHAD
(Company No 208095-U)
(Incorporated in Malaysia)
proxy form
I/We_________________________________________________________________________________________________________________________________
(BLOCK LETTERS)
of___________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________
of ___________________________________________________________________________________________________________________________________
or, failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Twenty-Eighth
Annual General Meeting of the Company to be held at Conference Room, Level 8, Mercu 2, KL Eco City, No 3 Jalan Bangsar,
59200 Kuala Lumpur, Malaysia on Friday, 31 May 2019 at 11.00 a.m. and at any adjournment thereof, and vote as indicated below:
1 To approve a single-tier first and final dividend in respect of the financial year
ended 31 December 2018.
4 To approve the payment of Directors’ fees for the financial year ending 31
December 2019.
Number of Shares
Notes:
1. A member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote in his stead.
A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
2. The proxy form or other instruments of appointment must be deposited at the Registered Office of the Company located at
Level 8, Mercu 2, KL Eco City, No 3 Jalan Bangsar, 59200 Kuala Lumpur not later than forty-eight (48) hours before the time
fixed for holding the meeting or at any adjournment thereof.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing
or if the appointor is a corporation, either under its Common Seal or under the hand of a duly authorised officer or attorney.
4. If the proxy form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks
fit.
1st fold here
AFFIX STAMP
www.ram.com.my