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www.plus.com.my annual report 2010
MISSION
STATEMENT
CORPORATE
STATEMENT
10 Company Profile
corporate
11 Our Expressways
12 Group Corporate Structure
13 Awards and Recognition 2010
14 Five-Year Group Financial Highlights
16 2010 Group Operational Highlights
20 Group Quarterly Performance
21 Group Financial Review
25 Share Price & Volume Traded
26 Chairman’s Statement
32 Operations Review
42 Corporate Information
43 Company Secretaries
44 Profile of Board of Directors
50 Management Team
52 Statement of Corporate Governance
64 Statement on Internal Control
69 Statement of Additional Compliance Information
70 Audit Committee Report
79 Directors’ Report
financial
86 Statement by Directors
87 Statutory Declaration
88 Independent Auditors’ Report
90 Income Statements
91 Statements of Comprehensive Income
92 Statements of Financial Position
94 Statements of Changes in Equity
96 Statements of Cash Flows
98 Notes to the Financial Statements
other
information
• Form of Proxy
NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting
NOTICE OF
ANNUAL GENERAL MEETING
AGENDA:
As Ordinary Business
1. To receive the Audited Financial Statements for the year ended
31 December 2010 together with the Reports of the Directors
and Auditors thereon.
i. “That Tan Sri Dato’ Mohd Sheriff Mohd Kassim, who RESOLUTION 4
retires in accordance with Section 129(2) of the Companies
Act, 1965, be and is hereby re-appointed as a Director
of the Company in accordance with Section 129(6) of the
Companies Act, 1965 to hold office until the next Annual
General Meeting”
As Special Business
To consider and if thought fit, to pass the following as ordinary
resolutions:
4
PLUS Expressways Berhad 2010 Annual Report
(b) the expiration of the period within which the next AGM of
the Company after the date is required to be held pursuant
to Section 143(1) of the Companies Act, 1965 (Act) (but
shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act); or
(b) the expiration of the period within which the next AGM of
the Company after the date is required to be held pursuant
to Section 143(1) of the Companies Act, 1965 (Act) (but
shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders
NOTICE OF
ANNUAL GENERAL MEETING (CONTINUED)
in a general meeting,
NOTE 1
1. Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his
place. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965
need not be complied with.
2. To be valid, the original form of proxy duly completed must be deposited at the Share Registrar’s office, Symphony Share
Registrars Sdn Bhd, Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya,
Selangor not less than 48 hours before the time of holding the Meeting.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing
or if such appointer is a corporation, under its common seal or under the hand of its attorney.
4. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general
meeting who shall represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary
shares may appoint up to ten (10) proxies to attend and vote at the same Meeting and each proxy appointed shall represent
a minimum of one thousand (1,000) ordinary shares. Where a member appoints one (1) or more proxies to attend and vote at
6
PLUS Expressways Berhad 2010 Annual Report
the same Meeting, such appointment(s) shall be invalid unless the member specifies the proportion of his shareholding to be
represented by each proxy.
5. If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he deems
fit.
6. If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.
NOTE 2
Resolutions pertaining to the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions and Proposed
New Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature.
For Resolutions 7 and 8, further information on the Recurrent Related Party Transactions are set out in the Circular to Shareholders
of the Company dated 7 June 2011 which is dispatched together with the Company’s 2010 Annual Report.
NOTE 3
The following person has been designated to attend to shareholders’ request:
Name : Khalilah Dato’ Mohd Talha
Designation : Head, Corporate Communications Department
Contact No : +603 7666 4666
DIRECTORS WHO ARE SEEKING RE-ELECTION AT THE NINTH ANNUAL GENERAL MEETING OF THE
Directors retiring pursuant to Article 76 of the Company’s Articles of Association and seeking re-election
are as follows:
Director who is over the age of 70 years and seeking re-appointment pursuant to Section 129 of the
Companies Act, 1965 is Tan Sri Dato’ Mohd Sheriff Mohd Kassim.
The details of the four (4) Directors seeking re-election are set out in their respective profiles which
appear from pages 44 to 49 of this Annual Report. The details of their interest in the securities of the
Company are set out in the Analysis of Shareholdings on page 218 of this Annual Report.
7
PLUS Expressways Berhad 2010 Annual Report
FINANCIAL CALENDAR
2010/2011
2010
for the 4th quarter of 10.0 sen per
and year ended 31 ordinary share for
December 2009. financial year ended
• Announcement of 31 December 2009.
Key Performance
Indicators (KPI) for
2010.
2011
for the 3rd quarter Sdn Bhd (“Jelas (“EGM”) to adjourn
ended 30 September Ulung”) to acquire the EGM.
2010. all of the business
8
PLUS Expressways Berhad 2010 Annual Report
and undertaking
including all assets
and liabilities of PEB.
FEBRUARY 7 FEBRUARY 23
• Signing of • EGM on the UEM-
Concession EPF offer.
Agreement for the • Announcement of
Jetpur-Somnath financial results
Highway in the State for the 4th quarter
of Gujarat, India. and year ended
31 December 2010.
MILESTONES
2010/2011
2010 12 November
• “Jom Jalan Bersama PLUS”, a 13-part
5 January travelogue series jointly produced with TV3, is
• Persada PLUS, the headquarters of PLUS launched at the Dengkil Rest and service Area
Expressways Berhad, is officially launched by (Southbound).
the Prime Minister of Malaysia.
23 December
25 February • An Extraordinary General Meeting is held at
• A courtesy campaign, “Salam, Senyum, Persada PLUS.
Sabar” (Greet, Smile, Patience) is launched for
frontliners.
2011
5 – 7 April
• The first-ever PLUS International Expressway 25 January
Conference & Exhibition or PIECE 2010 for • PLUS Travel Time Advisory is issued to
industry players is held in Kuala Lumpur, motorists heading home for the Chinese New
attracting 400 local and foreign delegates from Year holidays.
15 countries.
26 January
29 April • In conjunction with the festive season, OPS
• The 8th PLUS Expressways Berhad Annual Sikap XXII is launched at Persada PLUS.
General Meeting is held at Persada PLUS.
28 January
19 July • MUFORS Road Reels Short Film Awards
• The new look Sungai Perak Rest and Service ceremony is held to announce and celebrate
Area (Southbound) with the concept of “Green the winners.
9
PLUS Expressways Berhad 2010 Annual Report
Trail” is officially unveiled.
23 February
4 August • A second Extraordinary General Meeting is held
• Malaysians Unite for Road Safety (MUFORS), a at Persada PLUS.
PLUS CSR initiative, launches its Road Reels
Short Film Competition for students of higher 19 April
learning. • The ‘MUFORS Respect Your Limits’ roadshow
gets underway with a new co-sponsor and
20 August programme partner, PUSPAKOM Sdn Bhd.
• MUFORS Gallery, a centre to create awareness
and educate the public on road safety, is 25 – 26 April
officially launched by the Minister of Works. • PLUS is a platinum sponsor and co-organiser
of the Permanent International Association of
3 September Road Congress (PIARC) Seminar which aimed
• PLUS contributes six ambulances and 15 to share and gather new knowledge on road
vehicles to Red Crescent, St John’s and PDRM construction and engineering.
respectively at a Works Ministry-organised road
safety campaign for university students.
International Ventures (India)
• Length: 38.6 km
• Status: Commenced
operations on
6 May 2010
india
MAlaYSIA
INDONESiA
India
OUR
EXPRESSWAYS
• Seremban-Port Dickson Highway
• Length: 846 km
• Concession Period:
March 1988 – December 2038 (50 Years)
11
PLUS Expressways Berhad 2010 Annual Report
Indonesia
100%
DOMESTIC
DOMESTIC • Touch ‘n Go Sdn Bhd
20%
• Projek Lebuhraya Utara-Selatan Berhad
100% INTERNATIONAL
• Expressway Lingkaran Tengah Sdn Bhd
100% • Jetpur Somnath Tollways Limited (India)
• Linkedua (Malaysia) Berhad 26%***
100%
• Konsortium Lebuh Raya Butterworth-Kulim
(KLBK) Sdn Bhd
100%
• PLUS Helicopter Services Sdn Bhd
100% Teras Control Systems Sdn Bhd
• Teras Teknologi Sdn Bhd 100%
100%
12
PLUS Expressways Berhad 2010 Annual Report
* PEB holds 94.12% direct and indirect interest in PLUS BKSP via PLUS Kalyan (Mauritius) Private Limited
** PEB holds 49% interest in INIPPL via PLUS Plaza (Mauritius) Private Limited
*** PEB holds 26% direct interest in Jetpur Somnath Tollways Limited
AWARDS
AND RECOGNITION 2010
Awards & Recognition 2010 14 Dec Industry Excellence Award (Infrastructure)
– Minority Shareholder Watchdog Group
8 May Masterclass Bumiputra CEO of the Year – (MSWG)
Malaysia Business Leadership Awards 2010
(MBLA) 14 Dec Distinction Award – Minority Shareholder
Watchdog Group (MSWG)
8 May Malaysia Business Leadership Award
(Concession Sector) – Malaysia Business 15 Dec Practice Solution for Public Listed
Leadership Awards 2010 (MBLA) Company – MIA & CIMA
30 June Merit Award Best Community Campaign –
The Global CSR Summit 2010 Awards,
Singapore Awards & Recognition for 2011
29 July Sri Cendekiawan Award-SPM: Najmu 17 Jan Platinum 2010 - Annual Report in Bahasa
Fatihah Mohd Zain (Mohd Zain Zakaria, Melayu – National Annual Report Awards
Supervisor Seremban Toll Plaza) – UEM (NACRA)
Group 17 Jan Gold 2010 - Best CSR report – National
29 July Anugerah Khas Award – Masbanu Hj Laili Annual Report Awards (NACRA)
– UEM Group 13
PLUS Expressways Berhad 2010 Annual Report
17 Jan Silver 2010 - The Most Outstanding Annual
29 July Sri Mulia Award – Noor Amali Mahat – Report Of The Year – National Annual
UEM Group Report Awards (NACRA)
29 July Sri Wira Award – Shaffe P.C Mohammad 11 March Bronze – Transportation, Travel & Tourism
Unni – UEM Group category – PUTRA Brand Awards
29 July Sri Cipta Team – PLUS Miles Loyalty 29 March Marketplace StarBiz – ICR Malaysia
System Team – UEM Group Corporate Responsibility Awards (Market
capitalisation above RM1 billion) – The Star
October Sustainability Reporting Awards (MaSRa) & Institute of Corporate Responsibility
2010 – ACCA Malaysia
15 Nov R&R Gunung Semanggol (Utara) – Winner, 29 March Workplace StarBiz – ICR Malaysia
Private Sector Premises Category, Perak Corporate Responsibility Awards (Market
Landscaping Competition 2010 – Pejabat capitalisation above RM1 billion) – The Star
Setiausaha Kerajaan Negeri Perak Darul & Institute of Corporate Responsibility
Redzuan Malaysia
14 Dec Best Conduct of AGM 2009 – Minority
Shareholder Watchdog Group (MSWG)
FIVE-YEAR GROUP
FINANCIAL HIGHLIGHTS
FINANCIAL STATISTICS
Toll collection growth (%) 8.7 5.8 22.9 7.7 1.6
EBITDA margin (%)* 82.9 83.7 82.5 86.7 84.0
Return on average equity (%) 21.3 20.2 19.6 25.3 25.5
Return on average assets (%) 6.9 6.7 6.6 8.8 9.0
Debt/equity (Times) 1.9 1.8 1.8 1.9 1.6
SHARE INFORMATION
Per Share (sen)
Earnings 26.1 23.7 21.6 25.0 22.1
Net assets 124.9 121.9 113.9 107.0 90.4
Share price (RM)
High 4.62 3.38 3.28 3.44 3.12
Low 3.20 2.75 2.53 2.78 2.57
Closing 4.52 3.26 2.98 3.28 2.81
Dividends
Dividend (RM million) 375 825 800 700 625
14
PLUS Expressways Berhad 2010 Annual Report
* 2006 – 2007 : Before deduction for notional tax on tax exempt dividends and notional interest on
Government Support Loan pursuant to toll compensation arrangement per Second
Supplemental Concession Agreement.
2008 – 2010 : No provision for notional tax on tax exempt dividends following election of single tier
tax system in 2008.
** No further dividends will be proposed for shareholders’ approval in respect of the financial year ended
31 December 2010.
TOLL COLLECTION PROFIT BEFORE TAX TOTAL SHAREHOLDERS’ EQUITY
(RM Million) (RM Million) (RM Million)
RM Million
RM Million
RM Million
1,777
2,573
1,624
2,366
6,190
6,076
1,516
2,237
5,678
5,340
1,308
1,820
1,691
4,518
1,108
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
DIVIDENDS PER SHARE EARNINGS PER SHARE NET ASSETS PER SHARE
(SEN) (SEN) (SEN)
Sen
Sen
Sen
26.1
124.9
25.0
16.5
121.9
16.0
23.7
113.9
22.1
21.6
107.0
14.0
12.5
90.4
15
PLUS Expressways Berhad 2010 Annual Report
7.5
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
2010
GROUP OPERATIONAL HIGHLIGHTS
Million
7.7
7.7
7.1
417
393
377
368
342
5.2
1.6
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
16
PLUS Expressways Berhad 2010 Annual Report
Thousand
57.4
1,142
54.1
1,076
51.4
1,029
1,007
48.9
46.6
938
53.4
51.1
48.6
45.9
42.6
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
ELITE 2010 2009 2008 2007 2006
TRAFFIC VOLUME ANALYSIS
Traffic volume growth (%) 11.4% 9.3% 4.0% 6.0% 2.8%
Total traffic volume (No. of vehicles) 78,349,663 71,521,948 64,878,032 61,436,481 57,951,567
Average daily traffic volume 214,657 195,951 177,262 168,319 158,771
(No. of vehicles)
78
%
11.4
9.3
72
65
61
58
6.0
4.0
2.8
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
51.1
214
47.5
195
45.4
44.6
177
55.4 42.8
168
158
57.2
54.6
52.5
48.9
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
2010
GROUP OPERATIONAL HIGHLIGHTS (CONTINUED)
Million
26
21.5
19.6
22
20
17
15
11.9
11.4
4.4
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
18
PLUS Expressways Berhad 2010 Annual Report
Thousand
78.3
75.4
71
69.4
60
73.9
54
52.3
47
42
26.1 47.7
30.6
24.6
21.7
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
BKE 2010 2009 2008 2007 2006
TRAFFIC VOLUME ANALYSIS
Traffic volume growth (%) 9.2% 4.4% –1.9% 4.1% 4.0%
Total traffic volume (No. of vehicles) 22,887,010 21,017,369 20,206,780 20,662,169 19,811,951
Average daily traffic volume 62,704 57,582 55,210 56,609 54,279
(No. of vehicles)
Million
%
23
21
20
21
20
4.4
4.1
4.0
-1.9
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
63.6
60.5
63
56.1
55.1
58
53.5
57
55
54
46.5
44.9
43.9
39.5
36.4
06’ 07’ 08’ 09’ 10’ 06’ 07’ 08’ 09’ 10’
Cash payments
Electronic Toll Collection (ETC)
2010
GROUP
QUARTERLY PERFORMANCE
Financial Performance
(RM’Million)
Revenue 813 860 873 806 3,352
Direct cost of operations (225) (245) (259) (262) (991)
588 615 614 544 2,361
Finance and other
income 36 37 36 135 244
General and
administration
expenses (19) (20) (24) (16) (79)
Finance costs (188) (188) (191) (184) (751)
Share of results from
associate – – 1 1 2
Profit before tax 417 444 436 480 1,777
Profit after tax 299 319 348 335 1,301
Earnings per share (sen) 6.0 6.4 7.0 6.8 26.1
Dividend per share (sen) – – 7.5 – 7.5
2009 First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Financial Performance
(RM’Million)
Revenue 738 772 815 854 3,179
Direct cost of operations (218) (212) (229) (256) (915)
520 560 586 598 2,264
20
PLUS Expressways Berhad 2010 Annual Report
GROUP
FInANCIAL REVIEW
Revenues 2010 2009 Variance % Change
(RM Million)
Toll collection 2,574 2,366 208 9%
Toll compensation revenue 885 813 72 9%
Less: Fair value adjustment on toll
compensation revenue for the year (113) – (113) >100%
772 813 (41) –5%
Less: Accrual for Government’s share
of toll revenue (13) – (13) >100%
Other revenues 19 – 19 100%
Total revenues 3,352 3,179 173 5%
For 2010, total revenue (excluding the fair value adjustment on toll compensation) of RM3,465 million
was RM286 million or 9% higher than year 2009 of RM3,179 million.
The main contributor to the growth were higher toll collection from PLUS of RM154 million on the back
of a year-on-year traffic growth of 7.7%, higher toll compensation of RM72 million and contribution of
revenue from new subsidiaries acquired during the year.
In 2010, higher non-cash toll compensation was recorded in line with higher traffic volume for the year.
The toll compensation of RM885 million consists of non-cash gross compensation of RM629 million and
the remaining was compensation for non-toll rate increase in 2010 as well as compensation for discount
on buses.
The fair value adjustment on toll compensation arose from adoption of new Financial Reporting Standards
(FRS) in 2010. While the accrual for Government’s share of toll revenue of RM13 million was made
pursuant to the terms of PLUS’s SCA, when the toll revenue earned during the year is more than the
threshold toll revenue (2009: RM Nil as toll revenue earned was less than the threshold toll revenue).
5% 4%
5% 5%
5% 8%
6%
9%
7% 2010 2009
52% 52%
8% 10%
12% 12%
Significant costs under management expenditure are employee costs. At the end of 2010, there was
4,578 staff (2009: 4,233 staff) with 77% are frontliners for operational requirements. Inclusion of new
subsidiaries and increase in training activities also led to higher employee costs.
Materials and subcontractor expenses incurred by TERAS make up new category of expenditure for the
Group. General expenses and professional fees were lower in 2010, while other costs were mostly kept
under control.
BALANCE SHEET
Current assets
Deposits and cash 3,478 2,883 595 21%
Others 406 333 73 22%
Total assets 19,248 18,367 881 5%
In 2010, total assets reached RM19,248 million, 5% higher than 2009.
The toll compensation recoverable from the Government is pursuant to PLUS’s toll compensation
settlement arrangement in the Second Supplemental Concession Agreement. The decrease is due to the
fair value adjustment on toll compensation following the adoption of the new FRS in 2010 and higher set
off of PLUS’s income tax payable in the year. Excluding the fair value adjustment, the toll compensation
is higher in line with higher traffic volume growth for PLUS of 7.7% (2009: 7.1%).
Higher deposits and cash was attributed to higher toll revenue during the year.
Concession assets which consists of expressway development expenditure, heavy repairs and toll
equipment usually make up majority of total assets for highway companies. The components of
concession assets are shown below.
6% 1%1% 6% 1%1%
Expressway Development
Expenditure
Heavy Repairs
Other Concession Assets
2010 2009 Capital Work-In-Progress
92% 92%
Non-current Liabilities
Long term financial liabilities and borrowings 10,455 10,417 38 0%
Others 1,132 987 145 15%
Current Liabilities 0
Trade and sundry payable 207 162 45 28%
Short term financial liabilities and borrowings 1,080 582 498 86%
Others 127 121 6 5%
Total liabilities 13,001 12,269 732 6%
Total equity and liabilities 19,248 18,367 881 5%
Retained earnings of RM4,200 million is after dividend distributions of RM875 million, made up of final single
GROUP
FInANCIAL REVIEW (CONTINUED)
tier dividend for FY2009 of RM500 million and interim single tier dividend for FY2010 of RM375 million.
The above Islamic financial facilities are rated by a Malaysian rating agency, RAM Rating Services.
DIVIDENDS
For financial year 2010, PEB has paid an interim dividend of 7.5 sen per ordinary share of RM0.25 each
amounting to RM375 million (2009: interim single tier dividend of 6.5 sen per share of RM0.25 each) on
24 September 2010.
No further dividend will be proposed for financial year ended 31 December 2010 (2009: final single tier
dividend of 10.0 sen per share of RM0.25 each amounting to RM500 million).
ShARE PRICE
& VOLUME TRADED
Million Shares RM
40 5.00
35
4.50
30
4.00
25
20 3.50
15
3.00
10
2.50
5
2.00
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ’10 ‘10
25
PLUS Expressways Berhad 2010 Annual Report
Dear Shareholders,
CHAIRMAN’S
STATEMENT
expected to allow PLUS construction of the 116 km in 2009. Standing for “Boosting
Expressways the opportunity Cikampek – Palimanan Efficiency Transforming
to participate in the Electronic Expressway in West Java, Attitude”, project BETA has
Payment System or EPS market targeted to commence in Q4 of enabled PLUS Expressways
in line with the Government’s 2011. To date, close to 90% of to realise financial and other
move towards the creation of an the land required for the project benefits in routine maintenance,
e-payment society in Malaysia. has been acquired. claims management, operations
manpower planning and
In terms of international Operational Efficiency employee performance
business, the Group continued On 15 July 2010, full Electronic management through the use of
to consolidate its presence Toll Collection (ETC) operations simple tools such as the Short
in India with a successful bid commenced at the Lima Kedai Interval Control which allows
for the RM655 million Jetpur Toll Plaza on LINKEDUA, corrective actions to be taken
– Somnath four laning project increasing lane capacity by in a proactive manner. The
in Gujarat, to be undertaken at least 50% to allow greater resulting savings in costs have
with our joint bidding partner, throughput for improved had a positive impact on the
IDFC Projects Limited (IP). lane efficiency and reduced operating margin of the Group.
Together with the completed congestion during peak periods.
acquisition of 49% interest in This brings the number of Leading The Field
Indu Navayuga Infra Project toll plazas along the PLUS PLUS Expressways successfully
Pvt. Ltd. (INIPPL) and the expressways currently enforcing organised the first PLUS
on-going operations of the cashless toll transactions to International Expressways
Bhiwandi Kalyan Shilphata Toll three, the other two locations Conference and Exhibition
Road (BKSP) near Mumbai, being at the Tanjung Kupang Toll (PIECE 2010), which took place
this most recent addition Plaza also on LINKEDUA and in Kuala Lumpur from 5th to 7th
to the Group’s international Bangunan Sultan Iskandar at the April 2010. Attended by more
portfolio has positioned PLUS Johor Bahru Causeway. than 350 delegates including
Expressways well for further 107 industry professionals from
expansion in India in years to The transition to full ETC over 15 countries worldwide,
come. operations along LINKEDUA the conference received several
preceded a 30 per cent toll accolades from key participants
In Indonesia meanwhile, the reduction at Tanjung Kupang for including conference partners
disposal of PLUS Expressways’ all classes of vehicles effective Road Engineering Association of
28 entire equity interest in PT
PLUS Expressways Berhad 2010 Annual Report
proud to report that creative of the renovation works and the business opportunities at
film making is alive and well introduction of various green our Rest and Service Areas
in Malaysia as evidenced by technologies including food and selected laybys to local
the winners in all categories of waste composting and the use of communities from surrounding
MUFORS Road Reels! bio-degradable products such as areas, and to assist them as
bio-based detergents. much as possible by organising
courses on Food Safety &
Of course, our responsibility as Hygiene, the 2009 Food Act and
a good corporate citizen also Ministry of Health Regulations
extends to all our employees, and Guidelines.
contractors and other
agents. With this in mind, we
undertook in 2010 to extend the
FUTURE CHALLENGES
Occupational Health and Safety
Management System (OHSAS On 15 October 2010, Yang Amat
18001) developed at PLUS to Berhormat the Prime Minister of
all other concession companies Malaysia announced under the
in the Group. Also, while we 2011 National Budget, that there
Although road safety forms the have consistently promoted would be a freeze on toll rates
core of our on-going corporate sports and other outdoor for the next five years applicable
responsibility programme, activities among our staff over to all domestic highways
we recognise that we have the years, in 2010 some 300 under PLUS Expressways.
a responsibility to preserve PLUSRonda officers were given Subsequently, the Board of
the environment around us the opportunity to attend a Directors of PLUS Expressways
in order to protect the well- course on Health and Fitness for received a joint offer from
being of future generations of Patrolmen, designed to address UEM and EPF to acquire the
Malaysians. In this respect, our specific health and safety issues business and undertakings
efforts in 2010 centred around faced by this group of frontline of the Group, inclusive of all
improving ETC penetration employees while on the job. assets and liabilities for a
at our toll plazas in order consideration of RM23 billion.
to reduce our impact on air The transaction was approved
quality and developing new by the shareholders at the
electronic forms, ticketing and Company’s adjourned EGM on
30 computerised systems as a 23 February 2011.
PLUS Expressways Berhad 2010 Annual Report
International Projects
In India, PLUS Expressways
completed the acquisition of In addition to the acquisition To date the Government of
49% interest in Indu Navayuga of the INIPPL and on-going Indonesia has acquired 90%
Infra Project Pvt. Ltd. (INIPPL) operations of the BKSP Toll of the land required for the
on 2 June 2010, thus securing Road, PLUS Expressways also project which constitutes the
majority representation on made a successful bid for the longest section of the Trans Java
the Board of Directors and RM655 million Jetpur – Somnath Expressway.
management control over the four laning project in Gujarat. On
business operations of INIPPL. 13 September 2010, the 30-year
Toll collection along the INIPPL’s concession was awarded by
the National Highway Authority
As at end 2010, international plazas included the continued stretches in the Klang Valley,
OPERATIONS
REVIEW (CONTINUED)
projects accounted for about promotion of the PLUSTrack the combined system is able to
24% of the total length of fleet card and PLUSMiles loyalty provide expressway users with
expressways under the Group’s programme. With 33 PLUSTrack real-time travel information via
portfolio. Corporate members constituting the VMS thereby improving the
2,760 fleet vehicles and more way we manage traffic on our
ENHANCING OPERATIONAL than 300,000 PLUSMiles expressways. 2010 also saw
EFFICIENCY subscribers registered to date, the introduction of twitter as an
Going Cashless the Group saw overall ETC alternative to the PLUS Mobile
penetration increase by 3.4% Alert (PLUSMA) sms service for
The commencement of full
from 51.1% in 2009 to 54.5% in disseminating traffic information
Electronic Toll Collection (ETC)
2010. to expressway users.
operations at LINKEDUA’s
Lima Kedai Toll Plaza on 15
Improving Traffic Management In an effort to improve traffic
July 2010 saw the Group move
As of December 2010, a total management further through
one step closer towards the
of 57 CCTV cameras have been the distribution of travel to non
goal of making cashless toll
installed at strategic locations peak-hours, the PLUS Travel
transactions a nationwide reality.
along our expressways, providing Incentive (PTI) implemented on
a surveillance capability that 1 January 2009 was continued
allows the latest traffic situation until 31 December 2010, offering
to be monitored and assessed daily off-peak discounts of 10%
from our Traffic Monitoring to Class 1 users paying toll at
Centre (TMC) at Persada PLUS. PLUS and ELITE expressways
between 12 midnight and 7 a.m.
In meeting operational needs The PTI was also implemented
during the year, we also for off-peak travel on six
installed three new Variable selected days during major
Message Signs (VMS) at Slim festive seasons such as Chinese
River, Simpang Pulai and New Year and Hari Raya Aidil
Changkat Jering, increasing Fitri. Over 30 million Class 1
the total number of VMS to 24. vehicles took advantage of the
Together with the Automatic programme with discounts
The third toll plaza to go
Vehicle Detection System totalling more than RM20 million
cashless after Bangunan Sultan
(AVDS) installed at high volume for the year.
Iskandar at the Johor Bahru
34
PLUS Expressways Berhad 2010 Annual Report
CORPORATE
RESPONSIBILITY complex in Subang are also in 2010 grew from 24 to 40
Corporate Responsibility Is able to make use of the well- children with annual events
About People equipped gym and other sports such as the Annual Graduation
facilities including two indoor Concert and Sports Day forming
As with charity, corporate
badminton courts, two tennis the highlight in the PLUS CDC
responsibility begins at home,
courts and a football field built calendar for the year.
and with this in mind, PLUS
to FAM standards.
Expressways consistently strives
Improving access for people
to provide a safe and healthy
The PLUS Child Development who are physically disabled was
work environment for all our
Centre (PLUS CDC) is another also high on the list of issues
employees, contractors and
facility offered to employees that we continued to address
other agents.
at Persada PLUS who are the in 2010, both at our own office
parents of very young children. premises as well as at our
In 2010, we extended the
RSAs and laybys undergoing
Occupational Health and Safety
Officially launched on 8 January refurbishment. Towards this end,
Management System (OHSAS
2010 by the wife of the it is a requirement for the design
18001) developed at PLUS to
Honourable Prime Minister of of all upgrading works to comply
all other concession companies
Malaysia, Datin Seri Rosmah with the Code of Practice for
in the Group. Other initiatives
Mansor, the PLUS CDC is a Access for Disabled People to
during the year included the
Montessori school that promotes Public Buildings (MS 1184:1991).
38
PLUS Expressways Berhad 2010 Annual Report
implementation of a course
learning through play for Improvements that have become
on Health and Fitness for
children between two and a half a standard feature in our
Patrolmen which was attended
and four years of age. Enrolment designs include the provision
by about 300 PLUSRonda
of dedicated parking for the
staff, and a 2-day course on
disabled with unobstructed
emergency response conducted
access from the parking area to
by the Selangor Civil Defence
the building, specialised wheel-
Department as well as a
chair friendly fittings such as
briefing by the Fire Department
toilets, sinks and grab bars and
on Building Evacuation, for
ramps with handrails and non-
occupants of Persada PLUS.
slip finishes.
Employees located within
the Company’s headquarters
PLUS Expressways has been Road Safety The Malaysians Unite For Road
involved in the promotion and A total of RM73.0 million Safety (MUFORS) campaign
development of motorsports at was invested in 2010 on the also gained momentum in
the grassroots level since 2009 implementation of various road 2010, earning the Merit Award
through the Formula PLUS Go- safety measures at several for Best Community Campaign
Kart Talent Search. In 2010, the strategic locations along our at the Global CSR Awards in
programme was expanded from expressways. These included Singapore. During the year more
four to nine states comprising the construction of high friction than 250,000 people logged on
Pahang, Terengganu, Kelantan, course pavement surfacing, to the MUFORS website to Vote
Kedah, Johor, Negeri Sembilan, installation of crash cushions, to Save Lives and Vote to Reduce
Melaka, Selangor and Kuala the use of stronger right-of-way Accidents and Deaths on the
Lumpur. Endorsed by the fencing materials, upgrading Road.
Automobile Association of to high containment guardrails
Malaysia (AAM) and supported with posts at 2-meter spacing We launched the MUFORS
by the Ministry of Youth and and enhancement of traffic signs Gallery on 20 August 2010
Sports, a Road Tour to the nine and directional signboards for in collaboration with the
states was headed by Team improved visibility and guidance. Ministry of Works, Malaysian
PLUS Motorsport ambassador, We also introduced new Highway Authority, Road Safety
Nabil Jefri who, at 16 years old, innovations to our operations Department, Malaysian Institute
made his debut as Formula such as the use of portable of Road Safety Research
One’s youngest Test Driver in screens at accident sites (MIROS) and other relevant
the same year. In nurturing designed to discourage other agencies, creating a space for
our young Malaysian drivers motorists from slowing down exhibitions, workshops and other
to become national karting to look at these accidents. As a experiential activities designed
champions, the programme result of these measures, the to give road safety advocacy a
has also instilled discipline, number of accidents recorded at fresh approach.
teamwork, responsibility, time these locations in 2009 has been
management and defensive reduced by about 75% in 2010.
driving skills as well as basic
knowledge of engines and car
technology to the target group of
young talents.
39
PLUS Expressways Berhad 2010 Annual Report
We also collaborated with some Roads – A Malaysian Journey, Reducing Our Impact On The
OPERATIONS
REVIEW (CONTINUED)
41
PLUS Expressways Berhad 2010 Annual Report
BOARD OF DIRECTORS
CORPORATE
INFORMATION
CHAIRMAN
Tan Sri Dato’ Mohd Sheriff Mohd Kassim
MANAGING DIRECTOR
Dato’ Noorizah Hj Abd Hamid
Tan Sri Datuk K. Ravindran Datuk Mohamed Azman Yahya Datuk Seri Panglima Mohd
Senior Independent Non-Independent Annuar Zaini
Non-Executive Director Non-Executive Director Independent Non-Executive
Director
Hassan Ja’afar Quah Poh Keat
Non-Independent Independent Non-Executive Dato’ Seri Ismail Shahudin
Non-Executive Director Director Non-Independent
Non-Executive Director
He started his career with a public accounting firm and had also
worked in a group of companies with diverse business interests
spanning insurance, property development and management
services. His work experience involved company secretarial,
administration, share registration, auditing and accounting.
NOOR MEIZA AHMAD Noor Meiza Ahmad is the Head of Legal and Secretarial Support
Department of PLUS Expressways Berhad (“PEB”). She joined PEB
on 12 October 2009 and was appointed as the Joint Comapany
Secretary of PEB on 2 December 2009.
43
PLUS Expressways Berhad 2010 Annual Report
BOARD
OF DIRECTORS
44
PLUS Expressways Berhad 2010 Annual Report
Datuk Seri Panglima Mohd Annuar Zaini, Dato’ Seri Ismail Shahudin, Tan Sri K. Ravindran, Dato’ Mohd Izzaddin Idris,
Tan Sri Dato’ Mohd Sheriff Mohd Kassim (Chairman), Dato’ Noorizah Hj Abd Hamid, Datuk Mohamed Azman Yahya,
Quah Poh Keat, Hassan Ja’afar
PROFILE OF
BOARD OF DIRECTORS
> Tan Sri Dato’ Mohd Sheriff Mohd Kassim
Chairman
Tan Sri Dato’ Mohd Sheriff Mohd Kassim, a Malaysian aged 71,
is a Non-Independent Non-Executive Director and Chairman of
PLUS Expressways Berhad. He was appointed as a Director of
the Company on 29 January 2002 and was made Chairman on
7 February 2002.
Deputy Chairman
Dato’ Mohd Izzaddin Idris, aged 48, was appointed as Non-Independent Non-Executive Deputy
Chairman of PLUS Expressways Berhad on 7 July 2009. He is also the Managing Director/Chief
Executive Officer of UEM Group Berhad.
Dato’ Mohd Izzaddin holds a Bachelor of Commerce Degree (First Class Honours in Finance) from
University of New South Wales Australia and is a Fellow of CPA Australia and a member of Malaysian
Institute of Accountants (MIA). He has over 20 years’ experience in investment banking, financial and
general management and was previously the Chief Financial Officer/Senior Vice President (Group
Finance) of Tenaga Nasional Berhad, a position he held from September 2004 to June 2009.
He was formerly a Senior Vice President (Corporate Finance) of Southern Bank Berhad and the Chief
Financial Officer of Ranhill Berhad and also held the position of Chief Operating Officer of Malaysian
Resources Corporation Berhad in the late 1990s. After graduating in June 1985, Dato’ Mohd Izzaddin
served with Malaysian International Merchant Bankers Berhad for almost 11 years which included a
3-year secondment in the late 1980s to Barclays de Zoete Wedd Limited, a London-based investment
bank and a subsidiary of Barclays Bank PLC then.
Dato’ Mohd Izzaddin currently sits on the Board of Projek Lebuhraya Utara-Selatan Berhad, UEM Land
Holdings Berhad, Cement Industries of Malaysia Berhad, TIME Engineering Berhad, Opus Group Berhad,
Faber Group Berhad, UEM Builders Berhad, Sunrise Berhad and several other private limited companies.
Dato’ Izzaddin also sits on the Board of Commissioner of PT Lintas Marga Sedaya and Board of
Commissioner of PT Cimanggis-Cibitung Tollways, PLUS Expressways Berhad’s subsidiaries in Indonesia.
Dato’ Mohd Izzaddin is a Non-Executive Director nominated by UEM Group Berhad, a major
shareholder of PLUS Expressways Berhad. He serves as a member of the Investment Committee.
Dato’ Noorizah Hj Abd Hamid, a Malaysian aged 51, was appointed as the Managing Director of PLUS
Expressways Berhad (PEB) on 1 April 2007. Prior to that, she was the Managing Director of Faber
Group Berhad from 17 March 2003. She was also the Managing Director of Faber Hotels Holdings
Sdn Bhd since 3 August 2002. She holds a Masters in Business Administration, majoring in Finance
and Management and a Bachelor of Science in Business Administration from the Central Michigan
University, United States of America.
46 Prior to joining Renong Berhad as the Manager of Group Corporate Affairs in September 1991, she was
PLUS Expressways Berhad 2010 Annual Report
attached to various positions in finance and corporate advisory with a subsidiary of the Terengganu
State Development Corporation, Permodalan Nasional Berhad and Amanah Merchant Bank Berhad.
In January 1992, she joined HBN Management Sdn Bhd and was later transferred to Projek
Lebuhraya Utara-Selatan Berhad (PLUS) as a Senior Manager in the Treasury Department in January
1994. She was transferred back to HBN Management Sdn Bhd in January 1996 and appointed to the
post of Senior Manager of Group Corporate Affairs.
She was posted back to PLUS as Senior General Manager, Finance in 1997 before assuming her
designation as the Chief Operating Officer of Faber Group on 9 August 1999. During her tenure in Faber
Group she has also been appointed as a Director of various subsidiary companies of Faber Group.
Currently, she also sits on the Board of Commissioner of PT Lintas Marga Sedaya and Board of
Commissioner of PT Cimanggis-Cibitung Tollways, PEB’s subsidiaries in Indonesia, Board of Directors of
PLUS BKSP Toll Limited, Indu Navayuga Infra Project Private Limited, PEB’s subsidiaries in India, Board of
Projek Lebuhraya Utara-Selatan Berhad and Board of Konsortium Lebuhraya Butterworth-Kulim (KLBK)
Sdn Bhd. She is also the Executive Director of Expressway Lingkaran Tengah Sdn. Bhd. (ELITE), Linkedua
(Malaysia) Berhad, PLUS Helicopter Services Sdn Bhd and Chairman of Teras Teknologi Sdn Bhd.
> Hassan Ja’afar
Non-Independent Non-Executive Director
He was a project officer for the Economic Development Board of Singapore and the Development
Bank of Singapore Limited from 1969 to 1974. He was an Investment Manager for Bank
Pembangunan Malaysia Berhad from 1974 to 1978. From 1978 to 1990, he was the General Manager
for Bapema Corporation Sdn Bhd. He was appointed as an Executive Director of UMBC Securities Sdn
Bhd in 1990 and he served until 1994. He then became an Executive Director of CapitalCorp Securities
Sdn Bhd until 1995. In 1995, he was appointed as the Executive Director of BBMB Securities Sdn Bhd.
He also sits on the Board of Commissioner of PT Lintas Marga Sedaya and PT Cimanggis-Cibitung
Tollways, PLUS Expressways Berhad’s subsidiaries in Indonesia and hold directorship in Projek
Lebuhraya Utara-Selatan Berhad.
Datuk Mohamed Azman Yahya, a Malaysian aged 47, is a Non-Independent Non-Executive Director of
PLUS Expressways Berhad. He was appointed as a Director of the Company on 3 May 2002.
Datuk Mohamed Azman graduated with first class honours degree in Economics from the London
School of Economics and Political Science and is a member of the Institute of Chartered Accountants
47
PLUS Expressways Berhad 2010 Annual Report
in England and Wales, the Malaysian Institute of Accountants and a fellow of the Malaysian Institute
of Banks. He is the founder, Group Chief Executive and a Director of Symphony House Berhad, a
listed outsourcing group and the Executive Chairman of Bolton Berhad, a listed property group.
He sits on the advisory panels for the National Innovation Council and the Special Taskforce to
Facilitate Business (Pemudah) and is a member of the Financial Reporting Foundation. He sits on the
Boards of Khazanah Nasional Berhad, Malaysian Airline System Berhad, Scomi Group Berhad, Ekuiti
Nasional Berhad and several other private limited companies.
Datuk Mohamed Azman is a Non-Executive Director nominated by UEM Group Berhad and a major
shareholder of PLUS Expressways Berhad. He currently serves as a member of the Investment
Committee.
> Tan Sri Datuk K. Ravindran
PROFILE OF
BOARD OF DIRECTORS (CONTINUED)
Tan Sri Datuk K. Ravindran, a Malaysian aged 53, is a Senior Independent Non-Executive Director of
PLUS Expressways Berhad. He was appointed a Director of the PLUS Expressways Berhad on 6 May
2002.
Tan Sri Datuk K. Ravindran is the Group Executive Director and co-founder of the ARA group
of companies which has interests in infrastructure development, engineering, construction and
transportation. Aided by a team of able colleagues, he was instrumental in developing the group into
a multi-million ringgit company.
Tan Sri Datuk K. Ravindran holds a Bachelor of Science Honours degree from the University of
Madras, India. He has blended his corporate exertions with involvement in charitable causes, mainly
in education. The main vehicle for the latter is the All-Malaysia Malayali Education Foundation (AEF)
of which he is the President. He sits on the board of several private limited companies.
Tan Sri Datuk K. Ravindran serves as a member of the Audit Committee and the Nominations and
Remuneration Committee.
Quah Poh Keat, a Malaysian aged 58, is an Independent Non-Executive Director of PLUS Expressways
Berhad. He was appointed as a Director on 14 January 2008. He is also currently an Independent
Non-Executive Director of IOI Corporation Bhd, Telekom Malaysia Berhad, Lonpac Insurance Berhad,
LPI Capital Berhad, Campubank Lonpac Insurance Plc and Public Bank Bhd and some of its group
companies.
PK Quah was admitted as a member of the Malaysian Institute of Certified Public Accountants
(MICPA) in 1976. He was also the best student for all three parts of the MICPA Examination and won
48
PLUS Expressways Berhad 2010 Annual Report
PK Quah is a Fellow of the Malaysian Institute of the Taxation, Member of the Malaysian Institute
of Accountants, Member of the Malaysian Institute of Certified Public Accountants, Member of the
Chartered Institute of Management Accountants and Fellow of the Association of Chartered Certified
Accountants.
He was the Senior Partner of KPMG (known in some practices as Managing Partner) from 1 October
2000 to 30 September 2007 and has vast experience in Audit and Taxation in both Malaysia and United
Kingdom. He retired from KPMG Malaysia on 31 December 2007. He is a member of FMM Strategic
Policies Committee and was a former Vice-President of the Malaysian Institute of Taxation.
PK Quah serves as a member of the Audit Committee and Nominations and Remuneration
Committee.
> Datuk Seri Panglima Mohd Annuar Bin Zaini
Independent Non-Executive Director
Datuk Seri Panglima Mohd Annuar Bin Zaini, a Malaysian aged 59, is an Independent Non-Executive
Director of PLUS Expressways Berhad. He was appointed as a Director on 19 December 2008.
He holds a Master of Arts in Law & Diplomacy from The Fletcher School of Laws & Diplomacy,
Tufts University, USA and a Bachelor of Arts with honours in Economics from Universiti Kebangsaan
Malaysia.
He began his career in the government service as an Administrative and Diplomatic Officer in 1977.
He served the Malaysian Government at various ministries and departments and also the Perak State
Government until he chose to take an optional retirement from the government service in 1999.
He was Advisor and Chief Executive of Northern Corridor Implementation Authority from 2007 to
2009. He was the Chairman of Malaysian National News Agency (BERNAMA) from February 2004 to
January 2010. In February 2004, HRH The Sultan of Perak consented his appointment as Member
of the Council of Elders to HRH Sultan of Perak. He is a Member of the Perak Council of Islamic
Religion and Malay Customs and the Perak State Islamic Economic Development Corporation. He is
also a Distinguished Fellow to Institute of Strategic and International Studies (ISIS) Malaysia, Adjunct
Professor of Northern Corridor Economic Region Research Centre, Universiti Utara Malaysia.
He also holds directorships in Malaysian Airline System Berhad, Dijaya Corporation Berhad and a few
private limited companies.
Dato’ Seri Ismail holds a Bachelor of Economics (Honours) degree from University of Malaya,
majoring in Business Administration.
Dato’ Seri Ismail Shahudin joined ESSO Malaysia Berhad, upon his graduation in 1974 and served
49
PLUS Expressways Berhad 2010 Annual Report
for 5 years in its Finance Division. He then joined Citibank Malaysia in 1979 and served at the Bank’s
headquarters in New York in 1984 as part of the team in Asia Pacific Division. Upon his return to
Malaysia, he was promoted to the position of Vice President & Group Head of the Public Sector
and Financial Institutions Group in Citibank Malaysia. In 1992, he joined Malayan Banking Berhad
as General Manager, Corporate Banking and became the Executive Director in 1997. In 2002 he
left Malayan Banking Group Berhad to become the Group CEO of MMC Corporation Berhad. He
was appointed to the Board of Bank Muamalat Malaysia Berhad and subsequently appointed as its
Chairman in March 2004 until his retirement in July 2008.
Dato’ Seri Ismail Shahudin currently sits on the Boards of Malayan Banking Berhad, UEM Group
Berhad, Cement Industries of Malaysia Berhad (CIMA), SMPC Corporation Berhad, EP Manufacturing
Berhad, Mutiara Good Year Berhad, Aseana Properties Limited (a company listed on the London Stock
Exchange), Opus International Consultants Ltd, New Zealand, MCB Bank Lahore, Pakistan and several
other private limited companies.
PLUS EXPRESSWAYS BERHAD
MANAGEMENT
TEAM
The Board is fully dedicated in ensuring mix of members with a wide range
that the structure and procedures to of experience and expertise in the
support excellent corporate conduct relevant fields such as accounting,
will continue to exist, not only in their economics and management, business
present form, but will continually be and banking. With their broad range of
enhanced and fortified. skills, experience and knowledge, they
effectively oversee PLUS Expressways
This statement sets out the Group’s (“the Group”) business
commitment of the Board towards the activities.
52
PLUS Expressways Berhad 2010 Annual Report
Assessment Survey Form that is to be completed The relationship between a Director and the
by each Director. The form covers areas of Board Company is based on principle of fiduciary duties,
Structure, Board Meetings, Board Papers, Board whereby each Director is required to act bona fide
Communication, Strategic Planning, Performance in the best interest of the Company, as a whole. In
Management, Human Capital Management, Risk this respect, the Directors are required to declare
Management, Overall Comments, Directors’ Self their respective shareholdings in the Company and
and Peers Evaluation and Board Committees. related companies. Directors are also required
A summary of the findings is presented to the to declare to the Board their interests in any
Nomination and Remuneration Committee for its contracts or proposed contracts with the Company
review and the Committee will then recommend or any of its related companies. The Directors will
improvement action plans before being presented abstain from any decision making in relation to
to the Board for final deliberation and approval. transactions in which they have an interest.
Non-Independent
2 Dato’ Mohd Izzaddin Idris Non-Executive Deputy 4 9
Chairman
Non-Independent
4 Hassan Ja’afar 1 1
Non-Executive Director
Senior Independent
6 Tan Sri Datuk K. Ravindran 1 9
Non-Executive Director
Independent
7 Quah Poh Keat 5 3
Non-Executive Director
Non-Independent
9 Dato’ Seri Ismail Shahudin 5 6
Non-Executive Director
• The Group’s financial and operational • Status and progress updates – existing
performance, projects in Indonesia and India (including but
limited to operations and financial updates).
• Budgets and dividends,
• The Group’s Investor Relations Policy.
• Annual Report,
• Matters relating to Human Resource and staff
• Related party transactions and recurrent benefits;
related party transactions,
• Progress of 2010 Risk Register for PLUS
• Annual Operating Plan 2011, Corporate Expressways Berhad; and
Scorecard and Managing Director’s Scorecard
and Headline Key Performance Index for • Offer by UEM and EPF (“Joint Offerrors”) to
financial year 2010, acquire all of the business and undertaking,
including all assets and liabilities of PLUS
• Local and foreign investment opportunities, Expressways Berhad.
The Board is allowed to conduct its meeting by on the matter to enable the Board to effectively
STATEMENT OF
CORPORATE GOVERNANCE (CONTINUED)
way of tele-conferencing as provided in Article 57B discharge their responsibilities. All proceedings of
of the Company’s Memorandum of Association. the Board meetings are recorded.
Prior to Board meetings, the Board is furnished
with sufficient and appropriate quality information Details of each Director’s meeting attendance
from the Management and, where necessary, third during the financial year ended 31 December 2010
party consultants are engaged to advise the Board are as follows:
No. of Board
No Name of Director Status Meetings
Attended
Non-Independent
2 Dato’ Mohd Izzaddin Idris 11/13*
Non-Executive Deputy Chairman
Non-Independent
4 Hassan Ja’afar 11/13*
Non-Executive Director
Non-Independent
5 Datuk Mohamed Azman Yahya 10/13#*
Non-Executive Director
Senior Independent
6 Tan Sri Datuk K. Ravindran 13/13
Non-Executive Director
Non-Independent
9 Dato’ Seri Ismail Shahudin 7/13#*
Non-Executive Director
56
PLUS Expressways Berhad 2010 Annual Report
#
The total number is inclusive of meeting attended via tele-conference.
* The Board meetings held on 15 October 2010, 27 November 2010, 21 December 2010 and 23 December 2010 were
Special Board meetings held specifically to deliberate on the offers that PEB received to acquire all the business and
undertaking, including all assets and liabilities of PEB and were not part of the annual calendar of Board Meetings. The
offers received included the Joint Offer from UEM and EPF. Several directors, namely Tan Sri Dato’ Mohd Sheriff Mohd
Kassim, Dato’ Mohd Izzaddin Idris, Dato’ Noorizah Hj Abd Hamid, Datuk Mohamed Azman Yahya, Encik Hassan Ja’afar
and Dato’ Seri Ismail Shahudin are directors interested in the Joint Offer (Interested Directors). Hence, Interested
Directors abstained from all deliberations pertaining to the Joint Offer, and did not attend the above mentioned
Special Board meetings other than Dato’ Noorizah Hj Abd Hamid who attended the Special Board meetings to provide
information to the Independent Directors due to her role as Managing Director of the Company.
Access to Information and Advice are responsible for ensuring that Board meeting
The Board recognises that the decision making procedures are adhered to at all times and that
process is highly dependent on the reliability applicable rules and regulations are complied
and completeness of information furnished to with. Where necessary, the Directors may obtain
it. As such, the Board members have full and independent professional advice at the Company’s
unrestricted access to information on the Group’s expense on specific issues to enable the Board
business and affairs, whether as a full Board or to discharge their duties on matters being
in their individual capacity, in discharging their deliberated.
duties. The Board receives timely advice on all
relevant information about the Group. Directors’ Training
The Company acknowledges that continuous
Prior to Board meetings, the Directors receive education is vital for Board members to gain
the agenda with relevant reports and a full set of insight into the state of the economy, technological
Board papers containing information relevant to development, latest regulatory developments and
the matters to be deliberated at the meeting. The management strategies in relations to the Group’s
Board papers are comprehensive and encompass core business.
both quantitative and qualitative factors to
facilitate prudent and informed decision making. Every Director of the Company undergoes
The minutes of the previous Board meeting are continuous training. In year 2010, the Directors
also circulated to the Directors and confirmed have attended training in relation to amongst
at each meeting. Minutes of the Board Meetings others corporate governance, risk management,
are maintained at the Registered Office of the securities market regulation and directors’ duties
Company. and liabilities.
All Directors also have full access to the advice The training status of Directors as at 31 December
and service of the Company Secretaries in the 2010, are as follows:
course of their duties. The Company Secretaries
Name of
No List of Training/Conference/Seminar/Workshop Attended
Director
Dato’ Mohd • Talk on Competition Law and Its Impact on UEM Group of Companies
2
Izzaddin Idris • UEM Directors Gathering 2010
Name of
No List of Training/Conference/Seminar/Workshop Attended
Director
Datuk Seri
• Governance Risk Management & Compliance: What Audit Committees and
Panglima
8 Chief Audit Executive Should Know
Mohd Annuar
• UEM Directors Gathering 2010
Zaini
Dato’ Seri
• Talk on Competition Law and Its Impact on UEM Group of Companies
9 Ismail
• UEM Directors Gathering 2010
Shahudin
at three (3) Nominations and Remuneration Committee meetings held during the year are as
follows:
The Nominations and Remuneration Committee deliberated and recommended to the Board
to approve for inclusion in the Notice for the 8th Annual General Meeting, the Retirement and
Re-election of Directors. The Nominations and Remuneration Committee also deliberated and
recommended to the Board the 2009 Bonus payment and salary adjustments for the Managing
Director, the Chief Operating Officer and top management of the PEB Group, salary adjustment for
the Chief Operating Officer and renewal of employment contract for Senior Management.
Non-Executive Director
C. DIRECTORS’ REMUNERATION
Other than the Managing Director, all Directors are paid a fixed fee and receive a meeting allowance
for each Board or Committee meeting they attend. Directors’ remuneration is subject to approval by the
shareholders. The Chairman is paid a higher fee compared to other Board members in recognition of his
additional responsibilities.
The remuneration for the Deputy Chairman is paid to UEM Group. The Managing Director’s remuneration
is contractual and reflects the Board’s recognition of her skills and experience in the industry. The
level of remuneration of Non-Executive Directors commensurate with their experiences and level of
responsibilities and is determined by the Board.
The details of the remuneration of the Directors, paid and payable, for the financial year ended 31
December 2010 are as follows:
Other
Benefit in
Salary Fees Benefits and Total
No Name of Director Kind
Emolument
RM(‘000)
Tan Sri Dato’ Mohd Sheriff
1 – 90 71 – 161
Mohd Kassim
2 Dato’ Mohd Izzaddin Idris – 40 12 – 52**
3 Dato’ Noorizah Hj Abd Hamid 938* – 35 77 1,050
4 Hassan Ja’afar – 40 11 – 51
Datuk Mohamed Azman
5 – 40 12 – 52
Yahya
6 Tan Sri Datuk K. Ravindran – 54 18 – 72
7 Quah Poh Keat – 72 21 – 93
Datuk Seri Panglima Mohd
8 – 54 17 – 71
Annuar Zaini
9 Dato’ Seri Ismail Shahudin – 40 8 – 48
Total 938 430 205 77 1,650
61
PLUS Expressways Berhad 2010 Annual Report
D. RELATIONSHIP WITH SHAREHOLDERS/INVESTORS
The Company recognises the importance of effective communication with its shareholders, other
stakeholders and the financial community on all major developments of the Group on a timely and
accurate basis. The Company maintains a high level of disclosure and communications with its
stakeholders through a number of readily accessible channels.
interaction between the shareholders and the of the Preparation of the Audited Financial
Board of Directors and senior management. At Statements
the AGM, shareholders are briefed of the Group’s The Directors are required by the Companies
financial performance and significant operational Act, 1965 to ensure that the Group’s financial
developments for the financial year as well as the statements are prepared in accordance with
strategy and outlook for the Group. Shareholders’ applicable approved accounting standards and give
participation is highly encouraged through the a true and fair view of the state of affairs of the
question and answer session on the Group’s Group and the Company at the end of the financial
financial and operational performance. A press year and of the results and cash flows of the
conference is held immediately after the AGM Group and the Company for the financial year.
where the Chairman and Managing Director are
present to clarify and explain issues raised by In the course of preparing the annual financial
the media. It is the Company’s policy to promote statements, the Directors have:
interaction with its shareholders in order to give
the shareholders a fuller understanding of the • adopted applicable accounting policies and
Group’s affairs. applied them consistently;
the Group’s position and prospects. The Board is steps for the detection and prevention of fraud and
assisted by the Audit Committee to oversee the other irregularities.
Group’s financial reporting processes and the
quality of its financial reporting. Statement on Internal Control
The Statement on Internal Control is set out in
pages 64 to 68 of the Annual Report. It provides an
overview of the internal control environment of the
Group.
Relationship with the Auditors
An appropriate relationship is maintained with the Company’s Auditors through the Audit Committee and
the Board of Directors. The Audit Committee has been explicitly accorded the power to communicate
directly with both the external and internal auditors.
The Audit Committee meets with the external and internal auditors to discuss the audit plan, annual
financial statements and their audit findings. The Audit Committee maintains a formal yet open and
transparent relationship with the external auditors and is at liberty to request for a meeting at their
discretion.
The details of the statutory audit, audit related and non-audit fees paid/payable in 2010 to the external
auditors are as follows:
* Other services include amongst others cost verification, tender exercise, and dividend certification, review of cash flow
projections, quarterly review and government compensation.
The Audit Committee also met twice with the External Auditor without the presence of Management for
the financial year 2010.
A full Audit Committee report is set out in pages 70 to 77 of this Annual Report.
Financial Reporting
The Board aims to provide and present a balanced and meaningful assessment of the Company’s
financial performance primarily through the annual financial statements and quarterly announcements
of the results to the shareholders as well as the Chairman’s Statement and review of operations in the
annual report. 63
F. COMPLIANCE STATEMENT PLUS Expressways Berhad 2010 Annual Report
For the financial year ended 31 December 2010, the Company has complied with the principles and best
practices as set out in the Code.
adequate, and functioning effectively within the that the principal objectives are aligned to
acceptable limits and expectations. IAD strives to overall Group’s objectives.
provide the means for the Group to accomplish its
control objectives by introducing a systematic and 2. Identify all auditable activities and relevant
disciplined approach in evaluating and improving risk factors and assess their significance.
the effectiveness of risk management, internal
control and governance processes. The purpose, 3. Perform research and gather information that
authority and responsibility of IAD as well as the is accurate, factual and complete.
nature of assurance and consultancy activities
provided to the Group are clearly expressed 4. Analyse and examine the operations
in the Internal Audit Charter as approved by effectiveness and efficiency.
the Audit Committee. In order to preserve its
independence, IAD directly reports to the Audit 5. Analyse and examine transactions data to
Committee regularly as part of its functions and identify elements of fraudulent activities.
6. Provide assurance on compliance to statutory b. Management of Plus Ronda Operations
requirements, laws, Group policies and
guidelines. c. Management of Operational Consumable
Items
7. Recommend appropriate controls to overcome
d. Management of Insurance and Claims
deficiencies and enhance Group operations.
e. Management of 3rd Party Advertisement
8. Evaluate procedures in place to safeguard
Group’s assets. 2. Expressways and Assets Maintenance
(“GIA”) of UEM Group Berhad in audits that require in the Management Meeting where the senior
specific skills and knowledge not available within management of the Group discusses and
IAD. In 2010, a joint audit was conducted with deliberates on issues pertaining to the operations
GIA for the area of Information Technology (IT) of the Group. He would provide his input and
as well as Business Strategies. Moving forward, opinion on matters discussed with regards to
the collaboration in IT audits will continue as internal control, where necessary. As at 31
this serves as the field of skills learning and December 2010, the total headcount for IAD stood
knowledge sharing for IAD’s IT auditors. In at twenty-eight (28) comprising nineteen (19)
addition, IAD also works closely with the External executives and nine (9) non-executives. The total
Auditors to resolve any control issues raised by cost incurred by IAD for 2010 was RM2.04 Million.
them.
In order to examine and evaluate the effectiveness Quality Assessment Review (“QAR”) is performed
and efficiency of the internal control system, by qualified independent reviewer once every five
IAD performs analysis on traffic volumes and years. The objective of the review is to assess
toll collections using Computer Aided Audit IAD’s compliance to the International Standards
Tools (“CAAT”) to identify any anomalies in toll for the Professional Practice of Internal Auditing
transactions as a guide for evaluating the overall (“Standards”). Based on the lastest QAR conducted
toll operations. IAD also maintains and utilises the in 2008, IAD has conformed to the Standards in
Internal Audit Information System (“IAIS”) which general. In addition, IAD also performs an internal
is a in-house developed database that stores the assessment review annually.
audit related data and information. IAIS allows IAD
to manage and update the audit related data in a
Review of the Statement by External
more effective and efficient manner.
Auditors
The Head of IAD, Mohd Halmi Mohd Hassan, holds The external auditors have reviewed this statement
a Bachelor of Electrical Engineering Degree from on Internal Control for the inclusion in the annual
Memorial University of Newfoundland, Canada. report of PLUS Expressways Berhad for the year
With 14 years of experience of overseeing the ended 31 December 2010 and reported to the
toll operational aspects, revenue assurance and Board that nothing has come to their attention
internal audit activities in PLUS Expressways, that warrants them to believe that the statement
the Head of IAD offers a wealth of experience in is inconsistent with their understanding of the
focusing on achieving operational efficiencies, by process adopted by the Board in reviewing the
68 taking into consideration the risks involved and adequacy and integrity of the system of internal
PLUS Expressways Berhad 2010 Annual Report
STATEMENT OF
ADDITIONAL COMPLIANCE INFORMATION
incompliance with the Main Market Listing
There was no share buy-backs during the financial
Requirements of Bursa Malaysia Securities Berhad
year ended 31 December 2010.
(“Bursa Securities”).
2. CONSTITUTION
The Audit Committee of PLUS Expressways Berhad (“PLUS Expressways” or “the Company”) was
established by the Board of Directors (“Board”) on 22 May 2002.
3. MEETINGS
Nine (9) meetings (inclusive of one (1) Special Audit Committee Meeting) were held during the
financial year ended 31 December 2010. All meetings were held at Menara Korporat, Persada PLUS,
Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya, Selangor
Darul Ehsan. The dates and times of the meetings were as follows:
Date Time
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PLUS Expressways Berhad 2010 Annual Report
08.11.10
4.00 p.m.
(Special Audit Committee Meeting)
23.11.10 2.30 p.m.
23.12.10 2.30 p.m.
Summary of attendance of the members at the respective Audit Committee meetings were as follows:
a. The Audit Committee must comprise of at The Audit Committee shall reinforce the
least three (3) members; independence of the external auditors,
assure that they will have free rein in
b. All members of the Audit Committee the audit process and provide a line of
must be Non-Executive Directors and a communication between the Board and the
majority of whom must be Independent external auditors.
Directors;
The Audit Committee shall also enhance
c. All members of the Audit Committee the internal audit function by increasing the
must be financially literate and at least objectivity and independence of the internal
one member of the Committee must be a auditors and provide a forum for discussion
member of an accounting association or that is independent of the management. The
body. quality of the audits conducted by the internal
and external auditors of the Company shall be
71
PLUS Expressways Berhad 2010 Annual Report
d. No alternate director shall be appointed reviewed by the Audit Committee.
as a member of the Audit Committee.
In addition, the Audit Committee will ensure
The members of the Audit Committee shall high standards of corporate disclosure
then elect from among themselves an and transparency. The Audit Committee
Independent Director to be the Chairman. will endeavour to adopt certain practices
All members of the Audit Committee, aimed at maintaining appropriate standards
including the Chairman, will hold office only of corporate responsibility, integrity and
so long as they serve as Directors of PLUS accountability to PLUS Expressways’
Expressways. shareholders.
4.4 Duties and Responsibilities of the Audit 4.4.7 Discuss problems and reservations
AUDIT COMMITTEE
REPORT (CONTINUED)
4.4.4 Review with the external auditor before • Reviewing the results of the
the audit commences the nature and internal audit process and where
scope of the audit, the audit plan and necessary ensuring appropriate
ensure co-ordination where more than actions are taken on the
one audit firm is involved. recommendations of the internal
auditors.
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PLUS Expressways Berhad 2010 Annual Report
4.4.14 Consider the major findings of internal h. Where the Audit Committee is of the
investigations and management’s view that a matter reported by it to
responses. the Board has not been satisfactorily
resolved resulting in a breach of Main
4.4.15 Consider any other issues as defined by Market Listing Requirements, the Audit
the Board. Committee must promptly report such
matter to Bursa Malaysia Securities
4.5 Powers of the Audit Committee Berhad.
In carrying out its duties and responsibilities,
the Audit Committee shall have the following 4.6 Audit Committee Meetings
authority: a. The Audit Committee shall hold a
minimum of four (4) meetings in a
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PLUS Expressways Berhad 2010 Annual Report
a. Explicit authority to investigate any matter financial year. The number of Audit
within its terms of reference; Committee meetings held in a financial
year and the details of attendance of each
b. The resources required to perform its individual member in respect of meetings
duties; held shall be disclosed annually.
c. Full and unrestricted access to any b. The Audit Committee meetings shall
information, records, properties and be chaired by the Chairman of the
personnel of the PLUS Expressways and Audit Committee or in the absence
any of other companies within the PLUS of the Chairman, another committee
Expressways’ group; member who is an Independent Director
nominated by the committee members.
d. Direct communication channels with the The quorum for the meeting of the Audit
external auditors and person(s) carrying Committee shall be two (2) members,
out the internal audit functions or activity both of whom must be Independent
(if any); Directors.
c. The Chairman also has the discretion to i. The internal and external auditors have
AUDIT COMMITTEE
REPORT (CONTINUED)
call for additional meetings at any time, the right to appear and be heard at any
as he deems necessary. meeting of the Audit Committee. The
internal auditors are expected to attend
d. The Committee Secretaries or their each Audit Committee meeting.
representatives shall attend each Audit
Committee meeting and record the j. Upon the request of the auditor(s),
proceedings of the meetings. the Audit Committee Chairman shall
also convene a meeting of the Audit
e. Minutes of each meeting shall be kept Committee to consider any matter the
as part of the statutory record of PLUS auditor(s) believes should be brought
Expressways upon adoption by the Audit to the attention of the Board or the
Committee. shareholders.
f. A resolution in writing signed and k. The Audit Committee shall meet with
approved by all the Audit Committee external auditors without the presence of
members who may at the time be present the executive director(s) and management
in Malaysia and who are sufficient to form at least twice a year and whenever
a quorum, shall be valid and effectual deemed necessary.
as if it had been passed at a meeting
of the Audit Committee duly called and
constituted. All such resolution shall 4.7 Audit Committee Report
be forwarded or otherwise delivered to The Board is required to prepare an Audit
the Secretaries of the Audit Committee Committee Report at the end of each financial
without delay and shall be recorded year to be included and published in the
by him/her in the Company’s Minutes annual report of the Company. The said report
Book. Any such resolution may consist shall include the following:
of several documents in like form each
signed by one or more Audit Committee a. The composition of the Audit Committee
members. including the name, designation
(indicating the Chairman) and directorship
g. A meeting of the Audit Committee may of the members (whether the Directors
be held by means of telephone, video are independent or otherwise) and details
conference or telephone conference or of the relevant training attended by each
74 other telecommunication facilities, which
PLUS Expressways Berhad 2010 Annual Report
Director.
permits all persons participating in
the meeting to communicate with each b. The terms of reference of the Audit
other. A person so participating shall Committee.
be deemed to be present in person at
such meeting and shall be counted in a c. The number of Audit Committee meetings
quorum and be entitled to vote. held during the financial year and details
of attendance of each Audit Committee
h. The Managing Director and/or the Chief member.
Executive Officer and/or other appropriate
officer may be invited to attend where d. A summary of the activities carried out by
their presence are considered appropriate the Audit Committee in the discharge of
by the Audit Committee Chairman. its functions and duties for that financial
year of the Company.
e. A summary of the activities of the e. Secures good corporate governance and
Internal Audit function. ensures that members look beyond their
committee functions and accept their
f. The identity of the Head of the Internal full share of responsibilities in reviewing
Audit function who reports directly to the management’s proposals.
Audit Committee.
f. Manages the processes and working
4.8 Chairman of the Audit Committee of the Audit Committee and ensures
The following are the main duties and that the Audit Committee discharges
responsibilities of the Audit Committee its responsibilities in accordance with
Chairman: its Terms of Reference. Appropriate
procedures may be involved in the Audit
a. Helps the Audit Committee fulfils its Committee meeting without the presence
goals by assigning specific tasks to of management.
members of the Audit Committee,
identifies guidelines for the conduct g. Ensures that every Audit Committee
of the members and ensures that resolution is put to vote to ensure that
each member is making a significant the will of the majority prevails.
contribution.
h. Engages on a continuous basis with
b. Looks to the Company Secretary(ies) senior management, such as the
for guidance on what their Chairman, Managing Director, the Head
responsibilities are under the rules and of Internal Audit and the external auditors
regulations to which they are subject to in order to be kept informed of matters
and how those responsibilities should affecting the Company.
be discharged. The compliance advice
should extend to embrace all laws 4.9 Audit Committee Members
and regulations and not merely the Each Audit Committee member is expected to:
routine filing requirements and other
administrative requirements of the a. Provide independent opinions to the
Companies Act. fact-finding, analysis and decision making
process of the Audit Committee, based on
c. Provides a reasonable time for discussion his/her experience and knowledge.
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PLUS Expressways Berhad 2010 Annual Report
at the meeting. Organises and presents
the agenda for regular or special b. Consider viewpoints from the other
committee meetings based on input from committee members; make decisions and
members and ensures that all relevant recommendation for the best interests of
issues are on the agenda. In addition, the the Board collectively.
Chairman should encourage debate on
the issues before the committee. c. Keep abreast of the latest corporate
governance guidelines and best
d. Provides leadership to the Audit practices in relation to the functions of
Committee and ensure proper flow of the Audit Committee and the Board as a
information to the Audit Committee, whole.
reviewing the adequacy and timing of
documentation.
5. INTERNAL AUDIT FUNCTIONS 7. ACTIVITIES
AUDIT COMMITTEE
REPORT (CONTINUED)
The Internal Audit Department (“IAD”) of In line with the terms of reference of the Audit
the Group supports the Audit Committee in Committee, the followings were amongst the
discharging its duties and responsibilities, activities carried out by the Audit Committee
giving assurance that adequate, efficient and during the financial year ended 31 December 2010,
effective internal controls system are in place. in discharging its functions:
The principal role of IAD is to undertake an
independent, regular and systematic review 1. Reviewed with the external auditors the
of the system of internal controls so as to results of the annual financial audit, the
provide reasonable assurance that such a audited financial statements and the
system continues to operate satisfactorily and management letters.
effectively.
2. Reviewed the quarterly unaudited financial
It is the responsibility of the IAD to provide the result and related announcements and
Audit Committee with independent and objective recommended these to the Board for
reports on the state of the internal controls consideration and approval. The review
of the various operating divisions within the is to ensure compliance with the
Group, and the extent of compliance of the requirements of the Bursa Malaysia
divisions with the Group’s established policies Securities Berhad’s, applicable accounting
and procedures as well as relevant statutory standards and other relevant legal and
requirements. The IAD is currently headed by regulatory requirements.
Mohd Halmi Mohd Hassan.
3. Reviewed the scope of work and the audit
Further details of the activities of the IAD are set plans of the external and internal auditors.
out in Statement on Internal Control on pages 64
to 68. 4. Reviewed the internal audit reports presented
by Internal Audit Department and discussed
the corrective actions taken by management
6. EXTERNAL AUDITORS
to improve the system of internal control and
The Audit Committee continues to monitor the any outstanding matters.
performance of the external auditors to ensure
that the external auditors are independent, 5. Reviewed the progress of PLUS Expressways’
objective and effective in carrying out their duties. 2010 risk register and recommended for the
Board of Directors be updated of the same.
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PLUS Expressways Berhad 2010 Annual Report
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PLUS Expressways Berhad 2010 Annual Report
FINANCIAL
STATEMENTS
Directors’ Report 79
Statement by Directors 86
Statutory Declaration 87
Independent Auditors’ Report 88
Income Statements 90
Statements of Comprehensive Income 91
Statements of Financial Position 92
Statements of Changes in Equity 94
Statements of Cash Flows 96
Notes to the Financial Statements 98
78
PLUS Expressways Berhad 2010 Annual Report
The Directors present their annual report together with the audited financial statements of the Group and
DIRECTORS’
REPORT
of the Company for the year ended 31 December 2010.
PRINCIPAL ACTIVITIES
The principal activities of the PLUS Expressways Berhad (“the Company” or “PEB”) are investment holding
and provision of expressway operation services. The principal activities of the subsidiaries and associates
are investment holding, highway concessionaires and related services.
(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the construction, operation,
maintenance and toll collection of the North-South Expressway (“NSE”), the New Klang Valley
Expressway (“NKVE”), a section of Federal Highway Route 2 (“FHR2”) between Subang and Klang, and
the Seremban-Port Dickson Highway (“SPDH”).
(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE is involved in the construction, operation,
maintenance and toll collection of the North-South Expressway Central Link (“NSECL”) and an
extension of the KLIA Expressway (“KLIA Expressway”).
(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA is involved in the construction, operation,
maintenance and toll collection of the Malaysia-Singapore Second Crossing (“MSSC”).
(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is involved in the
construction, operation, maintenance and toll collection of the Butterworth-Kulim Expressway
(“BKE”).
(v) PLUS Helicopter Services Sdn Bhd (“PHS”); PHS is a dedicated aviation company that provides
helicopter charter services, including aerial surveillance of expressways.
(vi) Touch ‘n Go Sdn Bhd (“TnG”); TnG is a company primarily involved in providing contactless means of
fare payment services via a pre-paid e-payment card known as Touch ‘n Go. PEB acquired 20% equity
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PLUS Expressways Berhad 2010 Annual Report
interest in TnG on 11 June 2010.
(vii) Teras Teknologi Sdn Bhd (“TERAS”) and its subsidiaries; TERAS, which was acquired on 15 June 2010,
is a company principally involved in investment holding and the provision of information technology,
outsourcing, e-commerce services and internet related services.
PEB’s international subsidiaries and associate are as follows:
DIRECTORS’
REPORT (CONTINUED)
(i) The principal activities of all of the Company’s subsidiaries in Mauritius are investment holding and
details are as follows:
a) PLUS BKSP Toll Limited (“PLUS BKSP”), a 94%-owned subsidiary of the Company, held directly
and indirectly through PLUS Kalyan. PLUS BKSP is principally involved in the construction,
operation, maintenance and toll collection of the 22-kilometre Bhiwandi-Kalyan-Shil Phata
Highway (“BKSP Highway”) in the State of Maharashtra, India.
b) Indu Navayuga Infra Project Private Limited (“INIPPL”), a 49%-owned company held indirectly
through PLUS Plaza. INIPPL is principally involved in the construction, operation, maintenance
and toll collection of the Padalur to Trichy section from Km 285 to Km 325 of NH-45 in the State
of Tamil Nadu, India.
c) Jetpur-Somnath Highway Limited (“JSHL”), a 26%-owned company held indirectly through PLUS
Jetpur. JSHL is principally involved in the design, engineering, procurement, construction,
maintenance, operations and toll collection of Km 0 to Km 127.6 on Jetpur-Somnath section of
NH-8D in the State of Gujarat, India.
a) PT Lintas Marga Sedaya (“LMS”), a 55%-owned subsidiary of PEB which undertakes the
design, construction, operation, maintenance and toll collection of the 116-kilometre Cikampek-
Palimanan Highway in Indonesia.
in the construction, operation and maintenance of the proposed 25.4km Package 4-Cimanggis-
Cibitung Toll Road in Indonesia.
There have been no significant changes in the nature of the principal activities during the financial year
except for the principal activity of TERAS as mentioned in Note 19 to the financial statements. Further
details of the subsidiaries and associates are in Notes 19 and 20 respectively.
FINANCIAL RESULTS
Group Company
RM’000 RM’000
Profit before tax 1,776,965 388,046
Income tax expense (476,181) 8,700
Profit for the year 1,300,784 396,746
Attributable to:
Owners of the parent 1,306,170 396,746
Minority interests (5,386) –
1,300,784 396,746
There were no material transfers to or from reserves or provisions during the financial year other than as
disclosed in the financial statements.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the
financial year have not been substantially affected by any item, transaction or event of a material and
unusual nature, other than as disclosed in the notes to the financial statements.
DIVIDENDS
The amount of dividends paid by the Company since 31 December 2009 were as follows:
2010
RM’000
Final single tier dividend for the year ended 31 December 2009 of 10.0 sen per ordinary
share declared on 29 April 2010 and paid on 18 May 2010 500,000
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PLUS Expressways Berhad 2010 Annual Report
Interim single tier dividend for the year ended 31 December 2010 of 7.5 sen per ordinary
share declared on 19 August 2010 and paid on 24 September 2010 375,000
875,000
No further dividend will be proposed for shareholders’ approval in respect of the financial year ended
31 December 2010.
DIRECTORS
DIRECTORS’
REPORT (CONTINUED)
The names of the Directors of the Company in office since the date of the last report and at the date of
this report are:
In accordance with Article 76 of the Company’s Articles of Association, Mr Quah Poh Keat, Tan Sri Datuk
K. Ravindran s/o C. Kutty Krishnan and Datuk Seri Panglima Mohd Annuar bin Zaini shall retire at the
forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
In accordance with Section 129(2) of the Companies Act, 1965, Tan Sri Dato’ Mohd Sheriff bin Mohd
Kassim having already attained the age of 70, shall vacate the office of Director of the Company. However,
pursuant to Section 129(6), he may be re-appointed by resolution passed by a majority of not less than
three-fourth of such number of shareholders of the Company entitled to vote at a general meeting of the
Company. The appointment to hold office shall be until the next Annual General Meeting of the Company.
The resolution to re-appoint him as Director of the Company will be proposed at the forthcoming Annual
General Meeting.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement
to which the Company was a party, whereby the Directors might acquire benefits by means of acquisition
of shares in, or debentures of the Company or any other body corporate.
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PLUS Expressways Berhad 2010 Annual Report
Since the end of the previous financial year, no Director has received or become entitled to receive any
benefits (other than benefits included in the aggregate amount of emoluments received or due and
receivable by the Directors or the fixed salary of a full-time employee of the Company as disclosed in Note
10 to the financial statements) by reason of a contract made by the Company or a related corporation with
any 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, required to be disclosed by Section 169(8) of the Companies Act, 1965.
DIRECTORS’ INTERESTS
According to the register of Directors’ shareholdings to be kept under Section 134 of the Companies Act,
1965, the interest of Directors in office at the end of the financial year in shares in the Company and its
related corporation during the financial year were as follows:
The Company
Number of Ordinary Shares of RM0.25 each
As at During the year As at
1.1.2010 Bought Sold 31.12.2010
Direct Interest
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim 55,000 – – 55,000
Dato’ Noorizah binti Hj Abd Hamid 20,000 – – 20,000
Hassan bin Ja’afar 40,000 – – 40,000
Datuk Mohamed Azman bin Yahya 40,000 – – 40,000
Tan Sri Datuk K. Ravindran 40,000 – – 40,000
Datuk Seri Panglima Mohd Annuar bin Zaini 15,000 – – 15,000
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PLUS Expressways Berhad 2010 Annual Report
Pharmaniaga Berhad
Number of Ordinary Shares of RM1.00 each
As at During the year As at
1.1.2010 Bought Sold 31.12.2010
Direct Interest
Dato' Noorizah binti Hj Abd Hamid 100 – – 100
None of the other Directors who held office at the end of the financial year had an interest directly or
indirectly in shares of the Company and its related corporations during the financial year.
HOLDING COMPANY
DIRECTORS’
REPORT (CONTINUED)
The Directors regard UEM Group Berhad (“UEM”), a company incorporated in Malaysia which owns 38.51%
of the Company’s equity as at 31 December 2010, as the immediate holding company.
(a) Before the financial statements of the Group and of the Company were made out, the Directors took
reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the
making of allowance for doubtful debts and satisfied themselves that there were no known bad
debts and that adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the
accounting records in the ordinary course of business had been written down to an amount which
they might be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) it necessary to write off any debts or the amount of allowance for doubtful debts in the Group and
of the Company inadequate to any substantial extent; and
(ii) the values attributed to current assets in the financial statements of the Group and of the
Company misleading.
(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which
would render adherence to the existing method of valuation of assets and liabilities of the Group and
of the Company misleading or inappropriate.
(d) 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 financial statements misleading.
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PLUS Expressways Berhad 2010 Annual Report
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the
end of the financial year.
OTHER STATUTORY INFORMATION (CONTINUED)
(i) no contingent liability or other liability has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which will or may affect the
ability of the Group and of the Company to meet its obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between
the end of the financial year and the date of this report which is likely to affect substantially the
results of the Group and of the Company for the financial year in which this report is made.
Significant events and event occurring after reporting date are disclosed in Note 47 to the financial
statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.
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PLUS Expressways Berhad 2010 Annual Report
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM DATO’ NOORIZAH BINTI HJ ABD HAMID
Selangor, Malaysia
25 February 2011
We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and DATO’ NOORIZAH BINTI HJ ABD HAMID, being
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
STATEMENT BY DIRECTORS
two of the Directors of PLUS EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors,
the accompanying financial statements set out on pages 90 to 214 are drawn up in accordance with the
provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to
give a true and fair view of the financial position of the Group and of the Company as at 31 December
2010 and of their financial performance and the cash flows of the Group and of the Company for the year
then ended.
The information set out in Note 50 of the financial statements have been presented in accordance with the
directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance
with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by
the Malaysian Institute of Accountants.
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM DATO’ NOORIZAH BINTI HJ ABD HAMID
Selangor, Malaysia
25 February 2011
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PLUS Expressways Berhad 2010 Annual Report
I, HOW SEET MENG, being the Officer primarily responsible for the financial management of PLUS
M.KHANDIMADDI
Commissioner for Oaths
(No. B106)
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PLUS Expressways Berhad 2010 Annual Report
Report on the financial statements
to the memberS of plus expressways berhad
Independent auditors’ report
We have audited the financial statements of PLUS EXPRESSWAYS BERHAD, which comprise the statements
of financial position as at 31 December 2010 of the Group and of the Company, and the income statements,
statements of comprehensive income, statements of changes in equity and statements of cash flows of the
Group and of the Company for the year then ended, and a summary of significant accounting policies and
other explanatory notes, as set out on pages 90 to 214.
Directors are responsible for the preparation and fair presentation of these financial statements in
accordance with applicable Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This
responsibility includes: designing, implementing and maintaining internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates
that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on our judgement, including the assessment of
risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation
of the financial statements 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. An
audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness
88 of accounting estimates made by the directors, as well as evaluating the overall presentation of the
PLUS Expressways Berhad 2010 Annual Report
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with applicable
Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view
of the financial position of the Group and of the Company as at 31 December 2010 and of their financial
performance and cash flows of the Group and of the Company for the year then ended.
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia (“the Act”), we also report
the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have
not acted as auditors, which are indicated in Note 19 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the
preparation of the consolidated financial statements and we have received satisfactory information
and explanations required by us for those purposes.
(d) The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification to the
consolidated financial statements and did not include any comment required to be made under Section
174(3) of the Act.
Other matters
The supplementary information set out in Note 50 on page 215 is disclosed to meet the requirement of
Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised
Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing
Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive
of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all
material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities
Berhad.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of
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PLUS Expressways Berhad 2010 Annual Report
the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any
other person for the content of this report.
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Continuing operations
Revenue 5 3,351,481 3,179,022 594,106 930,607
Direct cost of operations (990,905) (914,935) (101,135) (91,148)
Attributable to:
Owners of the parent 1,306,170 1,186,378 396,746 742,769
Minority interests (5,386) (1,266) – –
Attributable to:
Owners of the parent 1,291,003 1,199,026 396,746 742,769
Minority interests (8,524) 1,656 – –
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PLUS Expressways Berhad 2010 Annual Report
Group Company
Note 2010 2009 1.1.2009 2010 2009 1.1.2009
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Restated Restated Restated Restated
ASSETS
Non-current assets
Concession assets 15 12,612,505 12,417,516 12,380,531 – – –
Property, plant and equipment 16 81,631 76,134 75,124 114,577 112,915 112,317
Intangible assets 18 4,212 3,729 3,667 2,962 2,668 1,632
Investments in subsidiaries 19 – – – 2,204,822 2,300,001 2,284,361
Investments in associates 20 35,884 – – 33,407 – –
Investment securities 22 145,489 159,192 165,925 – – –
Deferred tax assets 23 3,023 8,316 7,154 1,186 7,890 4,898
Toll compensation recoverable
from the Government 24 2,460,346 2,486,189 1,909,498 – – –
Amount owing by subsidiary 26 – – – 43,716 65,378 85,378
Long term deposits 28 20,946 501 483 20,480 – –
15,364,036 15,151,577 14,542,382 2,421,150 2,488,852 2,488,586
Current assets
Toll compensation recoverable
from the Government 24 181,872 117,879 104,269 – – –
Inventories 332 118 27 332 118 27
Trade receivables 25 10,324 – – – – –
Amount due from customers
on contracts 17 17,629 – – – – –
Sundry receivables, deposits and
prepayments 25 56,377 77,688 63,391 5,834 5,899 6,006
Amount owing by immediate
holding company 26 500 – – – – –
Amount owing by subsidiaries 26 – – – 73,793 573,269 535,823
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PLUS Expressways Berhad 2010 Annual Report
Non-current liabilities
Long term financial liabilities 34 8,629,565 8,763,035 7,965,604 1,429,054 1,377,021 776,174
Long term borrowings 35(A) 1,824,805 1,654,284 1,551,694 – – –
Amount due to Government 35(C) 38,096 38,096 38,096 – – –
Amount owing to immediate
holding company 26 3,422 6,885 6,885 – – –
Amount owing to subsidiary 26 – – – 64,535 84,850 86,850
Retirement benefits 38 17,545 15,698 14,071 – – –
Deferred liabilities 39(a) 75,288 76,001 73,224 – – –
Deferred revenue 39(b) 40,740 43,789 46,622 – – –
Deferred tax liabilities 23 957,621 806,779 388,239 – – –
11,587,082 11,404,567 10,084,435 1,493,589 1,461,871 863,024
Current liabilities
Trade payables 32 60,709 35,454 27,331 – – –
Amount due to customers
on contracts 17 1,074 – – – – –
Sundry payables and accruals 40 145,291 127,160 135,739 47,775 28,238 22,955
Amount received from the
Government for Additional Works 41 19,407 19,216 20,445 – – –
Deferred liabilities 39(a) 7,788 6,920 6,473 – – –
Deferred revenue 39(b) 5,482 3,194 1,187 – – –
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PLUS Expressways Berhad 2010 Annual Report
Short term financial liabilities 34 938,959 557,917 623,132 – – –
Short term borrowings 35(B) 140,945 23,947 332,801 – – 325,806
Amount owing to immediate
holding company 26 4,492 4,255 1,338 777 796 265
Amount owing to subsidiaries 26 – – – 15 – 3,203
Amount owing to related
companies 26 88,700 86,406 91,073 614 826 357
Tax payable 33 1,626 807 125 – – –
1,414,473 865,276 1,239,644 49,181 29,860 352,586
Liabilities directly associated with
disposal group classified as held
for sale 21 67 – – – – –
Total liabilities 13,001,622 12,269,843 11,324,079 1,542,770 1,491,731 1,215,610
TOTAL EQUITY AND LIABILITIES 19,248,155 18,367,477 17,021,031 2,834,188 3,261,403 3,042,513
Reserve attributable to
disposal group classified as
held for sale – 477 (477) – – – –
Dividends 14 – – – (875,000) (875,000) – (875,000)
At 31 December 2010 1,250,000 741,275 (477) 4,199,527 6,190,325 56,208 6,246,533
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PLUS Expressways Berhad 2010 Annual Report
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Cash Flows from Operating Activities
Toll collections 2,735,035 2,577,608 – –
Expressway operation services fees – – 117,787 97,558
Receipts from expressway ancillary
facilities 18,922 22,702 – –
Other income 70,806 36,348 1,476 988
Future maintenance expenditure
received 1,936 11,887 – –
Payments to contractors for routine
maintenance (213,213) (225,167) – –
Other operating expenses (372,280) (340,848) (107,363) (92,525)
Taxes paid (10,193) (7,275) (4,428) (4,817)
Taxes refunded 15,386 – 15,386 –
Net cash generated from operating
activities 2,246,399 2,075,255 22,858 1,204
Represented by:
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PLUS Expressways Berhad 2010 Annual Report
Short term deposits with licensed
banks 28 3,440,123 2,851,406 281,028 163,029
Cash and bank balances 28 38,412 32,124 15,000 325
Cash and cash equivalents included in
assets of disposal group classified
as held for sale 21 4,501 – – –
3,483,036 2,883,530 296,028 163,354
PLUS Expressways Berhad (“the Company” or “PEB”) is a public limited liability company, incorporated
and domiciled in Malaysia, and is listed on the Main Board of the Bursa Malaysia Securities Berhad.
The registered office and the principal place of business of the Company is located at Menara Korporat
Persada PLUS, Persimpangan Bertingkat Subang, KM 15, Lebuhraya Baru Lembah Klang, 47301
Petaling Jaya, Selangor Darul Ehsan.
The Directors regard UEM Group Berhad (“UEM”), which is incorporated in Malaysia and owns 38.51%
of the Company’s equity as at 31 December 2010, as the immediate holding company. The ultimate
holding company is Khazanah Nasional Berhad (“Khazanah”), which is incorporated in Malaysia.
The principal activities of the Company are investment holding and provision of expressway operation
services. The principal activities of the subsidiaries and associates are investment holding, highway
concessionaires and related services.
(i) Projek Lebuhraya Utara-Selatan Berhad (“PLUS”); PLUS is involved in the construction, operation,
maintenance and toll collection of the North-South Expressway (“NSE”), the New Klang Valley
Expressway (“NKVE”), a section of Federal Highway Route 2 (“FHR2”) between Subang and Klang,
and the Seremban-Port Dickson Highway (“SPDH”).
(ii) Expressway Lingkaran Tengah Sdn Bhd (“ELITE”); ELITE is involved in the construction, operation,
maintenance and toll collection of the North-South Expressway Central Link (“NSECL”) and an
extension of the KLIA Expressway (“KLIA Expressway”).
(iii) Linkedua (Malaysia) Berhad (“LINKEDUA”); LINKEDUA is involved in the construction, operation,
maintenance and toll collection of the Malaysia-Singapore Second Crossing (“MSSC”).
(iv) Konsortium Lebuhraya Butterworth-Kulim (KLBK) Sdn Bhd (“KLBK”); KLBK is involved in the
construction, operation, maintenance and toll collection of the Butterworth-Kulim Expressway
(“BKE”).
98 (v) PLUS Helicopter Services Sdn Bhd (“PHS”); PHS is a dedicated aviation company that provides
PLUS Expressways Berhad 2010 Annual Report
(vi) Touch ‘n Go Sdn Bhd (“TnG”); TnG is a company primarily involved in providing contactless means
of fare payment services via a pre-paid e-payment card known as Touch ‘n Go. PEB acquired 20%
equity interest in TnG on 11 June 2010.
(vii) Teras Teknologi Sdn Bhd (“TERAS”) and its subsidiaries; TERAS, which was acquired on 15 June
2010, is a company principally involved in investment holding and the provision of information
technology, outsourcing, e-commerce services and internet related services.
1 CORPORATE INFORMATION (CONTINUED)
(i) The principal activities of all of the Company’s subsidiaries in Mauritius are investment holding
and details are as follows:
(a) PLUS BKSP Toll Limited (“PLUS BKSP”), a 94%-owned subsidiary of the Company, held
directly and indirectly through PLUS Kalyan. PLUS BKSP is principally involved in the
construction, operation, maintenance and toll collection of the 22-kilometre Bhiwandi-
Kalyan-Shil Phata Highway (“BKSP Highway”) in the State of Maharashtra, India.
(b) Indu Navayuga Infra Project Private Limited (“INIPPL”), a 49%-owned company held indirectly
through PLUS Plaza. INIPPL is principally involved in the construction, operation, maintenance
and toll collection of the Padalur to Trichy section from Km 285 to Km 325 of NH-45 in the
State of Tamil Nadu, India.
(c) Jetpur-Somnath Highway Limited (“JSHL”), a 26%-owned company held indirectly through
PLUS Jetpur. JSHL is principally involved in the design, engineering, procurement,
construction, maintenance, operations and toll collection of Km 0 to Km 127.6 on Jetpur-
Somnath section of NH-8D in the State of Gujarat, India.
(a) PT Lintas Marga Sedaya (“LMS”), a 55%-owned subsidiary of PEB which undertakes the
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PLUS Expressways Berhad 2010 Annual Report
design, construction, operation, maintenance and toll collection of the 116-kilometre
Cikampek-Palimanan Highway in Indonesia.
There have been no significant changes in the nature of the principal activities during the financial
year except for the principal activity of TERAS as mentioned in Note 19 to the financial statements.
Further details of the subsidiaries and associates are in Notes 19 and 20 respectively.
2 AWARD OF CONCESSIONS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(a) PLUS
The Government of Malaysia (“the Government”) and UEM entered into a Concession Agreement
dated 18 March 1988 in connection with the NSE, the NKVE and the FHR2 projects for a concession
period of 30 years, ending 31 May 2018.
Subsequently, UEM and PLUS entered into a Novation Agreement with the Government dated 20
July 1988 whereby, with the approval of the Government, UEM assigned its rights and transferred
its liabilities and obligations under the Concession Agreement to PLUS.
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the
Government whereby the toll rate structure was revised and toll revenue sharing arrangements
were established between the parties. As a result of the revision in the toll rate structure, the
concession period was extended for another 12 years to end on 31 May 2030.
On 11 May 2002, PLUS entered into a Second Supplemental Concession Agreement (“SSCA”) with
the Government whereby toll rate structure was further revised for the remaining concession
period and toll compensation and set off arrangements were established between the parties.
The new toll rate structures are as follows:
(i) increase of Class 1 toll rate by 10% from 11.24 sen/km to 12.36 sen/km, which commenced
from 1 January 2002 until 31 December 2004;
(ii) scheduled increases of Class 1 toll rate by 10% every 3 years thereafter.
The second 10% scheduled increase in toll rate from 12.36 sen/km to 13.60 sen/km took effect
from 1 January 2005 until 31 December 2007. The third 10% scheduled increase in toll rate from
13.60 sen to 14.96 sen which was to take effect from 1 January 2008 has not been applied as yet.
Based on the terms of the Concession Agreement, the Government has agreed to compensate in
full for the differential in toll rates.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference to
100 rates applicable to Class 1 vehicles.
PLUS Expressways Berhad 2010 Annual Report
On 22 April 2005, PLUS entered into a Third Supplemental Concession Agreement (“TSCA”) (which
took effect on 31 December 2004) with the Government which amongst others, sets out the
settlement arrangement for the funding of the construction of third lanes along certain stretches
of NSE and the construction of a non-stop through traffic between Ipoh Selatan Toll Plaza
and Jelapang Toll Plaza (collectively referred to as “Additional Works”) and the compensation
receivable from the Government for the closure of the Senai Toll Plaza (“Senai Compensation”).
The settlement arrangement includes the takeover of SPDH, the set off against the Government
Support Loan (“GSL”) and the Additional Support Loan (“ASL”) and the extension of the concession
period for another 8 years and 7 months to end on 31 December 2038. In addition, PLUS entered
into a Proceeds Account Agreement to administer the cash pertaining to Additional Works as set
out in Note 41.
2 AWARD OF CONCESSIONS (CONTINUED)
Furthermore, the TSCA states that all rights and entitlement of PLUS in respect of the Senai-
Johor Bahru section shall be reverted to and vested in the Government and PLUS will have no
further liabilities and responsibilities in relation thereto following the closure of the Senai Toll
Plaza effective 1 March 2004.
Details of the toll compensation arrangement pursuant to the SSCA, and the settlement
arrangement pursuant to the TSCA are set out in Note 3, ‘Revised Toll Rates, Toll Compensation
Arrangements and Settlement Arrangements’.
(b) ELITE
The Government and UEM entered into a Concession Agreement dated 26 April 1994 in connection
with the construction, operation, maintenance and toll collection of the NSECL for a concession
period of 24 years, ending 31 May 2018.
Subsequently, UEM and ELITE entered into a Novation Agreement with the Government on
27 January 1995 whereby, with the approval of the Government, UEM assigned its rights and
transferred its liabilities and obligations under the Concession Agreement to ELITE.
On 9 January 1997, ELITE entered into a SCA with the Government whereby, amongst others, to
build three additional interchanges along the NSECL Expressway and an extension of the KLIA
Expressway.
On 23 March 2001, ELITE entered into a SSCA with the Government whereby, amongst others, the
concession period was extended from 31 May 2018 to 31 May 2025.
On 10 January 2003, ELITE entered into a TSCA with the Government whereby, amongst others,
toll rate structures were further revised, upon which the Company was compensated through
amongst others, a further extension of the concession period to 31 May 2030.
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PLUS Expressways Berhad 2010 Annual Report
(c) LINKEDUA
The Government and UEM entered into a Concession Agreement dated 27 July 1993 in connection
with the design, construction, management, operations, maintenance and toll collection of the
MSSC for a concession period of 30 years, ending 26 July 2023.
Subsequently, UEM and LINKEDUA entered into a Novation Agreement with the Government on
10 May 1994 whereby, UEM assigned its rights and transferred its liabilities and obligations under
the Concession Agreement to LINKEDUA.
2 AWARD OF CONCESSIONS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
On 12 September 1994, LINKEDUA entered into a SCA with the Government to take into account
the Inter-Government Agreement between the Government and the Government of Singapore on
22 March 1994 (“Inter-Government Agreement”) such that, the LINKEDUA Concession Agreement
are consistent with the Government’s obligation under the Inter-Government Agreement relating
to the works and rights in connection with the Malaysian side of the bridge and the Customs,
Immigration & Quarantine Complex.
On 30 May 2000, LINKEDUA entered into a SSCA with the Government whereby, amongst others,
the concession period was extended by 15 years to 31 December 2038. The toll rate structure was
also revised. In addition, revenue sharing arrangements were established between the parties.
(d) KLBK
The Government and KLBK entered into a Concession Agreement dated 28 June 1994 in
connection with the design, construction, operation, maintenance and toll collection of the BKE
for a concession period of 32 years ending 27 June 2026.
On 4 June 2007, KLBK entered into a SCA with the Government to restructure the toll rate for
Kubang Semang and Lunas Toll Plaza, commencing from 1 June 2005. The new agreed toll rates
is applicable for the remaining concession years until the expiry of the concession period in
2026.
On 25 August 2006, the Company and Concept Management Consulting Private Limited through an
unincorporated consortium (“PEB-CMCL Consortium”), PLUS BKSP and the Maharashtra State
Road Development Corporation Limited (“MSRDC”) entered into a Concession Agreement to
undertake the proposed four-laning and improvement, operation and maintenance and toll
collection of Bhiwandi-Kalyan-Shil Phata Highway (“BKSP Highway”) on a Build, Operate and
Transfer basis (“BKSP Project”). Concurently, PEB-CMCL Consortium and PLUS BKSP entered
102 into an Intra Group Agreement which provides for the transfer of all rights, benefits and obligations
PLUS Expressways Berhad 2010 Annual Report
of PEB-CMCL Consortium to PLUS BKSP which in turn agreed to execute and complete the BKSP
Project in compliance with the terms and conditions of the Concession Agreement. The initial
concession period is for 6 years, 8 months and 4 days from the date of the execution of the
Concession Agreement.
PLUS BKSP has received an approval from MSRDC for a further extension to the construction
until 29 December 2009 of which an additional extension of 249 days were granted on 30 October
2009 thus making the total extension received of 674 days for the project. The determination of
the Revised Concession Period shall be finalised once all claims resulted from variations works,
additional works, reimbursable costs and other cost claims related to the project are approved by
MSRDC.
(f) LMS
On 21 July 2006, LMS and the Government of the Republic of Indonesia have entered into a
Concession Agreement in which LMS was appointed as the concessionaire to undertake the
design, construction, ownership, management, financing, operation, maintenance as well as
toll collection of the 116-kilometre Cikampek-Palimanan toll highway (“Cikampek-Palimanan
Highway”) on a build, operate and transfer basis. The concession period for the Cikampek-
Palimanan Highway is 35 years.
(g) CCTW
On 18 September 2007, the Company has received a letter from the Minister of Public Works,
Republic of Indonesia informing the success of the tender bid jointly submitted by the Company
and its Indonesian partners, namely PT Bakrie & Brothers Tbk and PT Capitalinc Investment Tbk
(“Consortium”) for the proposed 25.4 kilometer Package 4-Cimanggis-Cibitung Toll Road on a
Build, Operate and Transfer basis. The Cimanggis-Cibitung Toll Road forms part of the proposed
Jakarta Outer Ring Road 2 and is located on the outskirts of the Jakarta metropolitan area.
The concession shall be for a period of 35 years from the date of the proposed execution of the
relevant Concession Agreement.
(h) INIPPL
INIPPL and National Highways Authority of India (“NHAI”) entered into a Concession Agreement
dated 30 May 2006 for INIPPL to undertake the design, engineering, construction, finance,
operation, maintenance and toll collection of the four laning and strengthening of Padalur to
Trichy section from Km 285 to Km 325 on NH-45 in the State of Tamil Nadu, India, on Built
Operate Transfer (BOT) basis. The concession period for this project is 25 years.
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PLUS Expressways Berhad 2010 Annual Report
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(i) PLUS
In consideration of PLUS agreeing to the revised toll rate structures applicable from 1
January 2002 (details of which are set out in Note 2(a) above) the Government agreed to the
following:
(i) t o waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to
RM1,729.22 million on its GSL;
(ii) t o waive PLUS’s obligation to pay interest on the remaining principal amount of RM750
million on the GSL, after (i) above; and
(iii) t o address the manner in which the Government would discharge its liability in respect
of the amount of compensation due that would arise in each of the remaining concession
years; such compensation would arise as the new toll rates which took effect from 1
January 2002 are lower than the toll rates contemplated in the SCA previously entered
into; and the arrangements have been formalised through the SSCA, and in the manner
described in (b) below, ‘Toll Compensation Arrangements’.
Under the toll compensation arrangements pursuant to the SSCA, compensation recoverable
from the Government for the effects of imposing toll rates lower than those previously agreed
shall be adjusted for the following:
(i) deduction for the notional tax on dividends that PLUS will declare and pay (if any) from
the tax exempt profits earned during the five year tax-exempt period from 2002 to
2006;
104 (ii) d
eduction for interest that would have been payable to the Government on the GSL, had
PLUS Expressways Berhad 2010 Annual Report
the Government not waived PLUS from its obligation to pay such interest;
(iii) s et off of PLUS’s income tax liabilities against such compensation due to PLUS after the
deductions referred to in (i) and (ii) above; and
(iv) s et off of any Toll Sharing Amount due to the Government against the resultant from (iii)
above.
Under the SSCA, in any concession year after the tax exempt period, if there is any tax amount
owing by PLUS to the Government after taking into consideration the adjustments referred
to in (i), (ii) and (iii) above, PLUS shall pay such tax amount owed by it to the Government in
cash.
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
ARRANGEMENTS OF PLUS, ELITE AND KLBK (CONTINUED)
The SSCA provides that the payment of such tax amount shall not include any toll sharing
to be paid to the Government (if applicable), which shall continue to be carried forward for
utilisation against future toll compensation amounts. Upon expiry of the concession period,
any amounts of tax payable and toll sharing amounts which have not been utilised under the
compensation arrangements referred to above are to be paid by PLUS to the Government.
However, if there are any amounts due from the Government upon expiry of the concession
period, such amounts are to be waived by PLUS.
In the event that the Government imposes a toll rate which is lower than the toll rates
stated in the SSCA for any concession year, the SSCA provides that the amount of further
compensation arising will be paid in full.
The TSCA sets out the settlement arrangement between the Government and PLUS for
the funding of Additional Works estimated at RM1,042.48 million and Senai Compensation
amounting to RM331.68 million, in the following manner:
(a) Takeover of SPDH by PLUS at a value of RM50.27 million as part settlement for the Senai
Compensation;
(b) Set off against amount outstanding under the GSL and ASL amounting to RM962.00
million, comprising:
(i) RM281.41 million to settle the balance of the Senai Compensation; and
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PLUS Expressways Berhad 2010 Annual Report
(ii) RM680.59 million to part settle the cost for the Additional Works; and
(c) The balance of the cost for the Additional Works of RM361.89 million has been settled
by the Government by way of extending the concession period for a further 8 years and
7 months, to end on 31 December 2038.
The key consequential changes under the TSCA in respect of the Toll Compensation
Arrangements as per Note 3(i)(b), as a result of the settlement arrangement are as follows:
(i) The toll compensation shall be calculated up to 31 May 2030 instead of the end of the
concession period which has now been extended to 31 December 2038.
(ii) Interest that would have been payable to the Government as referred to in Note 3(i)(b)(ii)
above, shall be equivalent to nil commencing from the year in which GSL and ASL are
fully settled.
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(iii) The toll compensation shall be calculated without taking into account SPDH’s traffic
volume.
(iv) Any toll compensation amount due from the Government as at 31 May 2030 shall
continue to be deducted against the toll sharing for that concession year and each
concession year thereafter.
(ii) ELITE
Through the TSCA (as referred to in Note 2(b)), the new toll rate structures have been revised
to increase by 10% every three years commencing 1 January 2002 until the expiry of the
concession period. The toll rate had been increased from 12.36 sen per km to 13.60 sen per
km effective from 1 January 2005. The next 10% toll rate increase had been implemented on
1 January 2008.
In consideration of ELITE agreeing to the revised toll rate structures as referred in the
preceding paragraph, the Government agreed to the following:
(i) to provide ELITE with an interest-free term loan facility of up to the maximum principal
amount of RM300 million and the loan shall be repaid in full at the repayment date
disclosed in Note 34;
(ii) to waive all its rights to interest which has accrued on the existing Government Loan,
106 of RM89.9 million, for the period from 15 December 2000 to 31 December 2001 and to
PLUS Expressways Berhad 2010 Annual Report
charge no interest on the RM89.9 million loan for the period from 1 January 2002 up to
the final repayment date of the loan;
(iii) to an extension of the concession period for a further 5 years from 31 May 2025 to 31 May
2030; and
(iv) to allow and authorise ELITE to collect and retain the levy on the extension of the KLIA
Expressway throughout the concession period and to increase the levy by 10% every 3
years until the expiry of the concession period, of which the first increase was effected
on 1 January 2002.
3 REVISED TOLL RATES, TOLL COMPENSATION ARRANGEMENTS AND SETTLEMENT
ARRANGEMENTS OF PLUS, ELITE AND KLBK (CONTINUED)
ELITE entered into an Additional Government Loan Agreement (“AGLA”) and a Supplemental
Loan Agreement (“SLA”) with the Government on 15 January 2003 in respect of the RM300
million additional loan and the waiver of interest on the existing Government Loan, as
described in (i) and (ii) above respectively.
(iii) LINKEDUA
The Government has, on 1 August 2010, imposed a 30% reduction for 2 years up to 30 June
2012 in the toll rate for all classes of vehicles at Tanjung Kupang toll plaza, the difference of
which will be compensated by the Government.
In the event that the Government imposes a toll rate which is lower than the toll rates
stated in the SSCA for any concession year, the Government shall compensate based on the
computation provided in the SSCA.
(iv) KLBK
Through the SCA (as referred to in Note 2(d)), the toll rate structures for Class 1 vehicle
have been revised to RM1.30 per entry commencing 1 June 2005 until 31 December 2007.
Thereafter, the toll rate increases by RM0.30 per entry for every five years until the expiry
107
PLUS Expressways Berhad 2010 Annual Report
of the concession period. The first toll rate increase of RM0.30 had been implemented on 1
January 2008.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference
to rates applicable to Class 1 vehicles.
In consideration of KLBK agreeing to the revised toll rate structures as referred in the
preceding paragraph, the Government has compensated the amount of RM60.59 million in 2
installments in 2005 and 2006, for the difference in the toll rates for future years up to the
end of the concession period based on the traffic projections.
4 SIGNIFICANT ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The financial statements of the Group and of the Company comply with the provisions of the
Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia. The financial
statements of the Group and of the Company have also been prepared on a historical basis, unless
otherwise stated in the accounting policies below.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the
nearest thousand (RM’000) except when otherwise indicated.
(a) Subsidiaries
Subsidiaries are entities over which the Group has the ability to control the financial and
operating policies so as to obtain benefits from their activities. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group has such power over another entity.
The Company’s investments in subsidiaries are stated at cost less impairment losses. The
policy for the recognition and measurement of impairment losses is in accordance with Note
4.2(i).
On disposal of such investments, the difference between net disposal proceeds and their
carrying amounts is recognised in the income statements.
(b) Associates
Associates are entities in which the Group has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is the power to participate
in the financial and operating policy decisions of the investee but not in control or joint control
over those policies.
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Investments in associates are accounted for in the consolidated financial statements using
the equity method of accounting. Under the equity method, the investment in associate is
carried in the statement of financial position at cost adjusted for post-acquisition changes in
the Group’s share of net assets of the associate. The Group’s share of the net profit or loss
of the associate is recognised in the consolidated income statement. Where there has been
a change recognised directly in the equity of the associate, the Group recognises its share of
such changes.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In applying the equity method, unrealised gains and losses on transactions between the
Group and the associate are eliminated to the extent of the Group’s interest in the associate.
After application of the equity method, the Group determines whether it is necessary to
recognise any additional impairment loss with respect to the Group’s net investment in the
associate. The associate is equity accounted for from the date the Group obtains significant
influence until the date the Group ceases to have significant influence over the associate.
Goodwill relating to an associate is included in the carrying amount of the investment and
is not amortised. Any excess of the Group’s share of the net fair value of the associate’s
identifiable assets, liabilities and contingent liabilities over the cost of the investment is
excluded from the carrying amount of the investment and is instead included as income in
the determination of the Group’s share of the associate’s profit or loss in the period in which
the investment is acquired.
When the Group’s share of losses in an associate equals or exceeds its interest in the
associate, including any long-term interests that, in substance, form part of the Group’s
net investment in the associates, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the associate.
The most recent available audited financial statements of the associates are used by the
Group in applying the equity method. Where the dates of the audited financial statements
used are not coterminous with those of the Group, the share of results is arrived at from the
last audited financial statements available and management financial statements to the end
of the accounting period. Uniform accounting polices are adopted for like transactions and
events in similar circumstances.
On disposal of such investments, the difference between net disposal proceeds and their
carrying amounts is included in income statement.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The consolidated financial statements comprise the financial statements of the Company
and its subsidiaries as at the reporting date. The financial statements of the subsidiaries are
prepared for the same reporting date as the Company.
The merger method of accounting was used in consolidating the Company and PLUS in the
year 2002 which meets the relevant criteria set out in the FRS 1222004 “Business Combination”,
thus depicting the combination of these entities as if they had been in combination for the
entire period.
For other subsidiaries, they are consolidated from the date of acquisition, being the date on
which the Group obtains control, and continue to be consolidated until the date that such
control ceases. In preparing the consolidated financial statements, intragroup balances,
transactions and unrealised gains or losses are eliminated in full. Uniform accounting
policies are adopted in the consolidated financial statements for like transactions and events
in similar circumstances.
Acquisitions of subsidiaries are accounted for using the purchase method. The purchase
method of accounting involves allocating the cost of the acquisition to the fair value of the
assets acquired and liabilities and contingent liabilities assumed at the date of acquisition.
The cost of an acquisition is measured as the aggregate of the fair values, at the date of
exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued,
plus any costs directly attributable to the acquisition.
Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of
the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities over the cost of acquisition is recognised immediately in the income statement.
110 Minority interests represent the portion of profit or loss and net assets in subsidiaries not
PLUS Expressways Berhad 2010 Annual Report
held by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’
identifiable assets and liabilities at the acquisition date and the minorities’ share of changes
in the subsidiaries’ equity since then.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, plant and equipment are stated at cost less accumulated depreciation and
impairment losses. The policy for the recognition and measurement of impairment losses is
in accordance with Note 4.2(i).
Freehold land is not depreciated. Depreciation is provided for on a straight line basis over the
estimated useful lives of the property, plant and equipment. The annual rates of depreciation
are as follows:
Renovations 10%
Aircrafts 12%
Motor Vehicles 20%
Furniture and Fittings 20%
Office Equipment 20%
Computers 20%
Telecommunication System 20%
Operation Tools and Equipment 20%
Buildings 2%
Leasehold Land Over leasehold period of 99 years
Upon disposal of an item of property, plant and equipment, the difference between the net
disposal proceeds and the net carrying amount is recognised in the income statement.
The residual value, useful life and depreciation method are reviewed at each financial
year-end to ensure that the amount, method and period of depreciation are consistent with
previous estimates and the expected pattern of consumption of the future economic benefits
embodied in the items of property, plant and equipment.
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4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Intangible assets acquired separately are measured on initial recognition at cost. The cost
of intangible assets acquired in a business combination is their fair values as at the date
of acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortisation and any accumulated impairment losses. The useful lives of
intangible assets are assessed to be either finite or indefinite. Intangible assets with finite
lives are amortised on a straight-line basis over the estimated economic useful lives and
assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with
a finite useful life are reviewed at least at each reporting date.
Computer software and licenses that do not form an integral part of the related hardwares
are treated as intangible assets with finite lives and are amortised over their estimated lives
at the rate of 20%.
Intangible assets with indefinite useful lives are not amortised but tested for impairment
annually or more frequently if the events or changes in circumstances indicate that the
carrying value may be impaired either individually or at the cash-generating unit level. The
useful life of an intangible asset with an indefinite life is also reviewed annually to determine
whether the useful life assessment continues to be supportable.
(f) Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks
and rewards incidental to ownership. Leases that do not transfer substantially all the risks
and rewards are classified as operating leases.
EDE is stated at cost less accumulated amortisation and impairment losses. The policy
for the recognition and measurement of impairment losses is in accordance with Note
4.2(i).
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EDE is amortised over the concession period. The amortisation formula applied in the
preparation of the financial statements to arrive at the annual amortisation charge for
each financial period is as follows:
Toll revenue and projected total toll revenue include toll collection, toll compensation net
of any notional tax on tax exempt dividend.
The projected total toll revenue is based on the latest available base case traffic
projections prepared by independent traffic consultants multiplied by the toll rate
structures described in Note 2. The traffic volume projection is independently reviewed
on a periodic basis.
Heavy repairs relate to costs incurred to repair bridges, slopes and embankments,
rectification of settlements and pavement rehabilitation of medium and high traffic
sections along the Expressways. The costs of heavy repairs are amortised on a straight
line basis over 7 years commencing from the date of incurrence, this being the anticipated
economic life of such works. 113
PLUS Expressways Berhad 2010 Annual Report
(iii) Other concession assets
%
Software and computer hardware 12.5
Others 10
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Capital work-in-progress is not depreciated until the asset is fully completed and
brought into use.
Profit on contracts is recognised as soon as the outcome of the contract can be estimated
reliably. The Group uses the percentage of completion method to determine the appropriate
amount to be recognised as contract revenue in a given period; the stage of completion is
measured by reference to work performed and on the proportion of contract costs incurred
for work performed to date over the estimated total contract costs.
Where the outcome of a contract cannot be estimated reliably, contract revenue is recognised
to the extent of contract costs incurred that is probable will be recoverable. Contract costs
are recognised as expenses in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected
loss is recognised as an expense immediately. When costs incurred on contracts plus
recognised profit (less recognised losses) exceeds progress billings, the balance is shown
as amount due from customers on contracts. When progress billings exceed costs incurred
plus recognised profits (less recognised losses), the balance is shown as amount due to
customers on contracts.
For the purpose of impairment testing of the non-financial assets, recoverable amount is
determined on an individual asset basis unless the asset does not generate cash flows that
114 are largely independent of those from other assets. If this is the case, recoverable amount is
PLUS Expressways Berhad 2010 Annual Report
determined for the cash-generating unit (“CGU”) to which the asset belongs to.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell
and its value in use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. Where the carrying amount
of an asset exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups
of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those
units or groups of units and then, to reduce the carrying amount of the other assets in the
unit or groups of units on a pro-rata basis.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
An impairment loss is recognised in profit or loss in the period in which it arises, unless the
asset is carried at a revalued amount, in which case the impairment loss is accounted for as
a revaluation decrease to the extent that the impairment loss does not exceed the amount
held in the asset revaluation reserve for the same asset.
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax
is the expected amount of income taxes payable in respect of the taxable profit for the year
and is measured using the tax rates that have been enacted at the reporting date.
Deferred tax is provided for, using the liability method, on temporary differences at the
reporting date between the tax bases of assets and liabilities and their carrying amounts in
the financial statements. In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, unused
tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the
temporary difference arises from goodwill or negative goodwill or from the initial recognition
of an asset or liability in a transaction which is not a business combination and at the time
of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when
the asset is realised or the liability is settled, based on tax rates that have been enacted
or substantively enacted at the reporting date. Deferred tax is recognised in the income
statements, except when it arises from a transaction which is recognised directly in equity,
in which case the deferred tax is also charged or credited directly in equity, or when it arises
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from a business combination that is an acquisition, in which case the deferred tax is included
in the resulting goodwill or negative goodwill.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists
to set off current tax assets against current tax liabilities and the deferred taxes relate to the
same entity and the same tax authority.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Provisions for liabilities are recognised when the Company has a present obligation as a
result of a past event and it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation, and a reliable estimate of the amount can be
made. Provisions are reviewed at each reporting date and adjusted to reflect the current best
estimate. Where the effect of the time value of money is material, the amount of a provision
is the present value of the expenditure expected to be required to settle the obligation.
PLUS, ELITE and LINKEDUA operate unfunded, defined benefit Retirement Benefit
116 Scheme (“the Scheme”) for their personnel whose employment contracts were
PLUS Expressways Berhad 2010 Annual Report
The amount recognised in the statement of financial position represents the present
value of the defined benefit obligations adjusted for unrecognised actuarial gains and
losses and unrecognised past service costs. Any asset resulting from this calculation is
limited to the net total of any unrecognised actuarial losses and past service costs, and
the present value of any economic benefits in the form of refunds or reductions in future
contributions to the plan.
Fees received from third parties as advance payments of future maintenance expenditure,
in consideration for right-of-way access granted by the Group, are classified as deferred
liabilities. Deferred liabilities are amortised over the period of the individual contracts.
The individual financial statements of each entity in the Group are measured using
the currency of the primary economic environment in which the entity operates (“the
functional currency”). The consolidated financial statements are presented in Ringgit
Malaysia (“RM”), which is also the Company’s functional currency.
Exchange differences arising on the settlement of monetary items, and on the translation
of monetary items, are included in the income statement for the period except for
exchange differences arising on monetary items that form part of the Group’s net
investment in foreign operation. Exchange differences arising on monetary items that
form part of the Group’s net investment in foreign operation are initially taken directly
to the foreign currency translation reserve within equity until the disposal of the foreign
operations, at which time they are recognised in the income statements.
Exchange differences arising on monetary items that form part of the Company’s net
investment in foreign operation, regardless of the currency of the monetary item, are
recognised in income statements in the Company’s financial statements or the individual
financial statements of the foreign operation, as appropriate.
The results and financial position of foreign operations that have a functional currency
different from the presentation currency (RM) of the consolidated financial statements
are translated into RM as follows:
– A ssets and liabilities for each statements of financial position presented are
translated at the closing rate prevailing at the reporting date;
– I ncome and expenses for each income statements are translated at average
exchange rates for the year, which approximates the exchange rates at the dates of
the transactions; and
118 – ll resulting exchange differences are taken to the foreign currency translation
A
PLUS Expressways Berhad 2010 Annual Report
Goodwill and fair value adjustments arising on the acquisition of foreign operations on
or after 1 January 2006 are treated as assets and liabilities of the foreign operations and
are recorded in the functional currency of the foreign operations and translated at the
closing rate at the reporting date. Goodwill and fair value adjustments which arose on
the acquisition of foreign subsidiaries before 1 January 2006 are deemed to be assets
and liabilities of the parent company and are recorded in RM at the rates prevailing at
the date of acquisition.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is determined on the
weighted average basis and comprises all expenditure incurred in bringing the inventories
to their present location and condition. In arriving at net realisable value, due allowance is
made for all obsolete and slow moving items.
The statements of cash flows, which is prepared using the direct method, classifies changes
in cash and cash equivalents according to operating, investing and financing activities.
The Group does not consider any of its assets other than deposits with licensed financial
institutions and cash and bank balances to meet the definition of cash and cash equivalents.
The use of the cash and cash equivalents in the subsidiaries, however, is subject to the
restrictions set out in Notes 28, 34 and 37.
Revenue is recognised when it is probable that the economic benefits associated with the
transaction will flow to the enterprise and the amount of revenue can be measured reliably.
Toll revenue is accounted for as and when toll is chargeable for the usage of the
expressways.
Revenue from services rendered is recognised net of service taxes if applicable, and
discounts as and when the services are performed.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Interest income/profit element is recognised on a time proportion basis that reflects the
effective yield on the asset.
Revenue on award credits is recognised based on the number of award credits that have
been redeemed in exchange for toll rebates, relative to the total number of awards credit
expected to be redeemed.
Revenue on fixed price contract jobs are recognised in the income statements on the
percentage of completion method based on the proportionate value of work done on
the projects which is the cost incurred to date over the total expected costs for that
contract.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial assets are recognised in the statements of financial position when, and only when,
the Group and the Company become a party to the contractual provisions of the financial
instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the
case of financial assets not at fair value through profit or loss, directly attributable transaction
costs.
A financial asset is derecognised when the contractual right to receive cash flows from the
asset has expired. On derecognition of a financial asset in its entirety, the difference between
the carrying amount and the sum of the consideration received and any cumulative gain or
loss that had been recognised in other comprenhensive income is recognised in profit or
loss.
The Group and the Company determine the classification of their financial assets at initial
recognition, and the categories include financial assets at fair value through profit or loss,
loans and receivables, held-to-maturity investments and available-for-sale financial assets.
Financial assets are classified as financial assets at fair value through profit or loss if they
are held for trading or are designated as such upon initial recognition. Financial assets held
for trading are derivatives (including separated embedded derivatives) or financial assets
acquired principally for the purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or loss are
measured at fair value. Any gains or losses arising from changes in fair value are recognised
121
PLUS Expressways Berhad 2010 Annual Report
in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss
do not include exchange differences, interest and dividend income. Exchange differences,
interest and dividend income on financial assets at fair value through profit or loss are
recognised separately in profit or loss as part of other losses or other income.
Financial assets at fair value through profit or loss could be presented as current or non-
current. Financial assets that is held primarily for trading purposes are presented as current
whereas financial assets that is not held primarily for trading purposes are presented as
current or non-current based on the settlement date.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Such assets are carried at amortised cost using the
effective interest method. Gains and losses are recognised in income statements when the
loans and receivables are derecognised or impaired, as well as through the amortisation
process.
Loans and receivables are classified as current assets, except for those having maturity dates
later than 12 months after the reporting date which are classified as non-current.
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are
classified as held-to-maturity when the Group has the expressed intention and ability to hold
to maturity.
Held-to-maturity investments are classified as non-current assets, except for those having
maturity within 12 months after the reporting date which are classified as current.
122 Available-for-sale are financial assets that are designated as available for sale or are not
PLUS Expressways Berhad 2010 Annual Report
After initial recognition, available-for-sale financial assets are measured at fair value. Any
gains or losses from changes in fair value of the financial asset are recognised in other
comprehensive income, except that impairment losses, foreign exchange gains and losses
on monetary instruments and interest calculated using the effective interest method are
recognised in profit or loss. The cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss as a reclassification
adjustment when the financial asset is derecognised. Interest income calculated using the
effective interest method is recognised in profit or loss. Dividends on an available-for-sale
equity instrument are recognised in profit or loss when the Group and the Company’s right
to receive payment is established.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Investments in equity instruments whose fair value cannot be reliably measured are
measured at cost less impairment loss.
Available-for-sale financial assets are classified as non-current assets unless they are
expected to be realised within 12 months after the reporting date.
The Group and the Company assess at each reporting date whether there is any objective
evidence that a financial asset is impaired.
The carrying amount of the financial asset is reduced by the impairment loss directly
for all financial assets with the exception of receivables, where the carrying amount
is reduced through the use of an allowance account. When a receivable becomes
uncollectible, it is written off against the allowance account.
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PLUS Expressways Berhad 2010 Annual Report
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,
the previously recognised impairment loss is reversed to the extent that the carrying
amount of the asset does not exceed its amortised cost at the reversal date. The amount
of reversal is recognised in profit or loss.
Significant or prolonged decline in fair value below cost, significant financial difficulties of
the issuer or obligor, and the disappearance of an active trading market are considerations
to determine whether there is objective evidence that investment securities classified as
available-for-sale financial assets are impaired.
Financial liabilities are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability. Financial liabilities, within the scope
of FRS 139 Financial Instruments: Recognition and Measurement, are recognised in the
statements of financial position when, and only when, the Group and the Company become a
party to the contractual provisions of the financial instrument.
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Where an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified,
such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new liability, and the difference in the respective carrying amounts is
recognised in income statements.
Financial liabilities are classified as either financial liabilities at fair value through profit or
loss or other financial liabilities.
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the
Company that do not meet the hedge accounting criteria. Derivative liabilities are initially
measured at fair value and subsequently stated at fair value, with any resultant gains or
losses recognised in profit or loss. Net gains or losses on derivatives include exchange
differences.
The Group and the Company have not designated any financial liabilities as at fair value
through profit or loss.
The Group’s and the Company’s other financial liabilities include trade payables, other
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PLUS Expressways Berhad 2010 Annual Report
payables and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the effective interest
method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred,
and subsequently measured at amortised cost using the effective interest method. Borrowings
are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting date.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
For other financial liabilities, gains and losses are recognised in profit or loss when the
liabilities are derecognised, and through the amortisation process. Details of certain loans
and borrowings of the Group are as follows:
The BAIDS are bonds issued in accordance with the Islamic finance concept of Bai’
Bithaman Ajil. In accordance with such concept, the issuer assigned certain assets to a
trustee, and repurchased them at the same price together with an agreed profit margin.
The payment of the purchase price is deferred in accordance with the maturities of the
BAIDS, whilst the profit element is paid half-yearly.
BAIDS are initially recognised at cost, being the fair value of the consideration received.
After initial recognition, the profit element attributable to the BAIDS in each period is
recognised as an expense at a constant rate to the maturity of each series respectively.
The Sukuk Musyarakah (“Sukuk”) with periodic payments is issued under the Islamic
principle of Musyarakah which is a contract of partnership in a venture.
The Sukuk is initially stated at cost, being the fair value of the consideration received.
After initial recognition, the profit element attributable to the Sukuk in each period is
recognised as an expense at a constant rate to its maturity.
The Sukuk without periodic payments is issued under the Islamic principle of Musyarakah
which is a contract of partnership in a venture.
The Sukuk is initially stated at cost, being the fair value of the consideration received.
The profit elements on the Sukuk are recognised as an expense and accreted to the
principal amount at a constant rate to its maturity.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Pursuant to the TSCA, monies received from the Government for the Additional Works,
are classified as “Amount received from the Government for Additional Works”. With the
execution of the Proceeds Account Agreement on 17 November 2006, the expenses incurred
for the Additional Works have been offset against the amount received from the Government
as disclosed in Note 41.
All other borrowing costs are recognised as an expense in the income statements in the
period in which they are incurred.
Non-current assets or disposal groups are classified as held for sale if they meet certain
conditions and their carrying amounts will be recovered principally through a sale transaction
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PLUS Expressways Berhad 2010 Annual Report
rather than through countinuing use. The condition is regarded as met only when the assets
or disposal groups are available for immediate sale in its present condition subject to terms
that are usual and customary and the sale is highly probable.
Non-current assets or disposal groups held for sale are measured at the lower of carrying
amount and fair value less costs to sell. Any differences are recognised in the income
statements.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in
equity in the period in which they are declared.
For management purposes, the Group is organised into operating segments based on
their products and services which are independently managed by the respective segment
managers responsible for the performance of the respective segments under their charge.
The segment managers report directly to the management of the Company who regularly
review the segment results in order to allocate resources to the segments and to assess the
segment performance. Additional disclosures on each of these segments are shown in Note
48, including the factors used to identify the reportable segments and the measurement
basis of segment information.
(z) Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events
and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain
future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of financial position of
the Group.
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PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
On 1 January 2010, the Group and the Company adopted the following applicable new and
amended FRSs and IC Interpretations mandatory for annual financial periods beginning on or
after 1 January 2010.
Adoption of the above standards and interpretations did not have any effect on the financial
performance or position of the Group and the Company except for those discussed below:
The Group and the Company have applied FRS 7 prospectively in accordance with
the transitional provisions. Hence, the new disclosures have not been applied to the
comparatives. The new disclosures are included throughout the Group’s and the
Company’s financial statements for the year ended 31 December 2010.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)
The revised FRS 101 introduces changes in the presentation and disclosures of financial
statements. The revised Standard separates owner and non-owner changes in equity.
The statements of changes in equity includes only details of transactions with owners,
with all non-owner changes in equity presented as a single line. The Standard also
introduces the statements of comprehensive income, with all items of income and
expense recognised in profit or loss, together with all other items of recognised income
and expense recognised directly in equity, either in one single statement, or in two linked
statements. The Group and the Company have elected to present in two statements.
The revised FRS 101 also requires the Group to make new disclosures to enable users
of the financial statements to evaluate the Group’s objectives, policies and processes for
managing capital. Please see Note 46.
The revised FRS 101 was adopted retrospectively by the Group and the Company.
The Group and the Company have adopted FRS 139 prospectively on 1 January 2010 in
accordance with the transitional provisions. As at 1 January 2010, the effects arising
from the adoption of this Standard has been accounted for as follows and comparatives
were not restated:
rior to the adoption of FRS 139, toll compensation recoverable from the Government
P
was accrued at cost by the Group after taking into consideration the effects of the
toll compensation arrangement in accordance with the SSCA as detailed out in
Note 3(i)(b). With the adoption of FRS 139, the toll compensation recoverable
from the Government is recorded initially at its fair value that is lower than costs.
Subsequent to initial recognition, the amount is measured at amortised cost. As at
1 January 2010, the Group remeasured the toll compensation recoverable from the
Government at amortised cost and an adjustment of RM305,969,000 to adjust the
previous carrying amount was recognised to retained earnings.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)
rior to the adoption of FRS 139, the Group’s interest-free non-current amount due
P
to immediate holding company was stated at cost. With the adoption of FRS 139,
this interest-free amount is measured at amortised cost. As at 1 January 2010,
the Group remeasured the amount owing to immediate holding company at its
amortised cost and the adjustment to the previous carrying amount was recognised
as an adjustment of RM3,657,000 to other non-distributable reserve as at that
date.
Prior to the adoption of FRS 139, the Company’s interest-free non-current amount
owing to/from subsidiaries were stated at cost. With the adoption of FRS 139, this
interest-free amounts are measured at amortised cost. As at 1 January 2010, the
Company remeasured the amount owing to/from its subsidiaries at its amortised
cost and the adjustment to the previous carrying amount was recognised as a net
adjustment to cost of investment in that subsidiaries of RM2,485,000.
The Group adopted IC Interpretation 13 (“IC INT 13”), which became effective on 1
January 2010. Pursuant to this IC INT 13, award credits shall be accounted for as a
separately identifiable component of the sales transactions in which they are granted
131
PLUS Expressways Berhad 2010 Annual Report
(the “initial sale”). The fair value of the consideration received or receivable in respect of
the initial sale shall be allocated between the award credits and the other components
of the sale.
The adoption of IC INT 13 does not have any material impact to the opening balance of
retained earnings, thus no retrospective adjustment was made. In the current year, toll
revenue was reduced by RM2,434,000 with the adoption of IC INT 13.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)
Prior to 1 January 2010, for all leases of land and buildings, if title is not expected to
pass to the lessee by the end of the lease term, the lessee normally does not receive
substantially all of the risks and rewards incidental to ownership. Hence, all leasehold
land held for own use was classified by the Group as operating lease and where
necessary, the minimum lease payments or the up-front payments made were allocated
between the land and the buildings elements in proportion to the relative fair values
for leasehold interests in the land element and buildings element of the lease at the
inception of the lease. The up-front payment represented prepaid lease payments and
were amortised on a straight-line basis over the lease term.
The amendments to FRS 117 Leases clarify that leases of land and buildings are
classified as operating or finance leases in the same way as leases of other assets. They
also clarify that the present value of the residual value of the property in a lease with a
term of several decades would be negligible and accounting for the land element as a
finance lease in such circumstances would be consistent with the economic position of
the lessee. Hence, the adoption of the amendments to FRS 117 has resulted in certain
unexpired land leases to be reclassified as finance leases.
The Group has reassessed the leasehold land previously disclosed as prepaid land
lease payments and determined that it is in substance finance lease in nature. Hence,
the leasehold land has been reclassified from prepaid land lease payments to property,
plant and equipment within non-current assets. The change in accounting policy has
been adopted retrospectively in accordance with the transitional provisions of the
amendments to FRS 117.
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PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)
The following comparative figures have been restated following the adoption of the
amendments to FRS 117:
Group Company
RM’000 RM’000
Prepaid land lease payments
At 31 December 2009, as previously stated: 26,988 97,618
– Reclassification to property, plant and equipment (26,988) (97,618)
At 31 December 2009, as restated – –
Group Company
RM’000 RM’000
Property, plant and equipment
At 31 December 2009, as previously stated: 49,146 15,297
– Reclassification from prepaid land lease payments 26,988 97,618
133
PLUS Expressways Berhad 2010 Annual Report
At 31 December 2009, as restated 76,134 112,915
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)
Amendments to FRS 120 Accounting for Government Grants and Disclosures of Government
Assistance
On 1 January 2010, the Group adopted the amendments to FRS 120 Accounting for
Government Grants and Disclosures of Government Assistance.
The amendments to FRS 120 removed the exemption to impute interests on government
loans at below market interest rate. The difference between the amount received and the
present value of estimated cash flows discounted at market interest rate is accounted for
as government grants. The amendments shall be applied prospectively to government
loans received on or after 1 January 2010. The Group obtained government loans at
below market interest rate amounting to RM389 million prior to 1 January 2010 and
hence the amendments to FRS 120 did not have any impact on the Group’s financial
statements.
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PLUS Expressways Berhad 2010 Annual Report
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
4.3 New Standards and Interpretations that are effective beginning on or after 1 January 2010
(Continued)
The following are effects arising from the above changes in accounting policies:
As at As at As at
31.12.2010 1.1.2010 1.1.2009
RM’000 RM’000 RM’000
Statements of financial position
Increase/(decrease) in:
Group
Retained earnings (323,243) (305,969) –
Other reserves 3,657 3,657 –
Property, plant and equipment – 26,988 27,269
Prepaid land lease payments – (26,988) (27,269)
Toll compensation recoverable from the
Government (326,373) (305,969) –
Amount owing to immediate holding
company (3,463) (3,657) –
Deferred revenue 2,434 – –
Company
Retained earnings (675) – –
Investments in subsidiaries 2,485 2,485 –
Amount owing by/to subsidiaries (3,385) (2,485) –
Property, plant and equipment – 97,618 98,635
Prepaid land lease payments – (97,618) (98,635)
135
PLUS Expressways Berhad 2010 Annual Report
Group Company
2010 2010
RM’000 RM’000
Income statements
Increase/(decrease) in:
Revenue (115,643) –
Other income 92,805 3,282
Finance costs 194 4,182
Profit before tax (23,032) (900)
Income tax expense (5,758) (225)
Profit for the year (17,274) (675)
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The Group has not adopted the following applicable standards and interpretations that have been
issued but not yet effective:
Except for the changes in accounting policies arising from the adoption of the revised FRS 3, the
amendments to FRS 127 and IC Interpretation 12 as well as the new disclosures required under
the Amendments to FRS 7, the Directors expect that the adoption of the other standards and
interpretations above will have no material impact on the financial statements in the period of
initial application. The nature of the impending changes in accounting policy on adoption of the
revised FRS 3, the amendments to FRS 127 and IC Interpretation 12 are described below.
Revised FRS 3 Business Combinations and Amendments to FRS 127 Consolidated and Separate
Financial Statements
136 The revised standards are effective for annual periods beginning on or after 1 July 2010. The
PLUS Expressways Berhad 2010 Annual Report
revised FRS 3 introduces a number of changes in the accounting for business combinations
occurring after 1 July 2010. These changes will impact the amount of goodwill recognised,
the reported results in the period that an acquisition occurs, and future reported results. The
Amendments to FRS 127 require that a change in the ownership interest of a subsidiary (without
loss of control) is accounted for as an equity transaction. Therefore, such transactions will no
longer give rise to goodwill, nor will they give rise to a gain or loss. Furthermore, the amended
standard changes the accounting for losses incurred by the subsidiary as well as the loss of
control of a subsidiary. Other consequential amendments have been made to FRS 107 Statement
of Cash Flows, FRS 112 Income Taxes, FRS 121 The Effects of Changes in Foreign Exchange Rates,
FRS 128 Investments in Associates and FRS 131 Interests in Joint Ventures. The changes from
revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of control and
transactions with minority interests.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
This Interpretation applies to service concession operators and explains how to account for the
obligations undertaken and rights received in service concession arrangements. The adoption
of IC Interpretation 12 will likely have impact to the financial statement and the Group is in the
process of assessing the extent of the impact. However, the Group is exempted from disclosing
the possible impact to the financial statements upon the initial application of this Interpretation.
The Group and the Company plans to adopt the above pronouncements when they become
effective in the respective financial period.
The key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
The cost of heavy repairs and other concession assets are amortised on a straight-line basis
over their useful lives over 7 to 10 years. These are common life expectancies applied in
the industry. Changes in the expected level of usage and technological developments could
impact the economic useful lives and the residual values of these assets, therefore future
depreciation charges could be revised.
The cost of EDE is amortised over the concession period by applying the formula in Note
137
PLUS Expressways Berhad 2010 Annual Report
4.2(g)(i) above. The denominator of the formula includes projected total toll revenue for
subsequent years to the end of concession period and is based on the latest available base
case traffic volume projections prepared by independent traffic consultants multiplied by
the relevant toll rates. The assumptions to arrive at the traffic volume projections take into
consideration the growth rate based on current market and economical conditions. Changes
in the expected traffic volume could impact future amortisation charges.
4 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Judgement is involved in determining the provision for income taxes. There are certain
transactions and computations for which the ultimate tax determination is uncertain during
the ordinary course of business. The Group recognises liabilities for expected tax issues based
on estimates of whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recognised, such differences will
impact the income tax and deferred tax provisions in the period in which such determination
is made. The carrying amount of taxation and deferred taxation at reporting date is disclosed
in the statements of financial position.
Profit projections are used in determining adequacy of the future income tax payable for
set-off against Toll Compensation Recoverable from Government as at reporting date.
Profit projections are dependent on various assumptions amongst others traffic volume as
mentioned in Note 4.5(ii) above. There are also judgement involved in determining the amount
recoverable for set off against Note 4.5(iii) above. The carrying amount of Toll Compensation
Recoverable from Government at reporting date is disclosed in the statements of financial
position.
The Group recognises contract revenue and expenses in the income statements using the
percentage of completion method. The percentage of completion is determined by the
proportion of costs incurred for the work performed to date over the estimated total costs.
The revenue and costs recognised in the current year is as disclosed in Note 17.
5 REVENUE
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Toll revenue 2,573,345 2,365,960 – –
Toll compensation revenue arose from revisions in toll rate structures as described in Note 2(a) and
Notes 3(i) to 3(iv).
As referred to in Note 3(i)(b), the notional tax on tax exempt dividends is computed based on
tax exempt dividend declared by PLUS. There is no notional tax on tax exempt dividend for the year
2010 and 2009 as PLUS did not pay any dividend from its tax exempt account in both years.
Based on the terms of PLUS’s SCA, the toll revenue earned during the year is more than the threshold
toll revenue and as such an accrual was made for the Government’s share of toll revenue of RM13
million (2009: RM Nil as toll revenue earned was less than the threshold toll revenue).
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PLUS Expressways Berhad 2010 Annual Report
Other revenues are contributed by PHS which commenced operation in June 2010 and TERAS which
was acquired by the Company on 15 June 2010.
6 OTHER INCOME
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Income from rental of facilities 19,224 22,919 – –
Income from rental of fibre optic
telecommunications system and
way leave rights 17,592 16,754 – –
Profit element from Islamic short term
deposits 75,463 61,546 152 527
Interest income from short term deposits 13,309 12,629 4,979 4,419
Interest income arising from cumulative
fair value adjustments of financial assets 92,805 – 3,282 –
Others 25,665 20,885 1,558 1,673
244,058 134,733 9,971 6,619
7 FINANCE COSTS
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit elements on Islamic financial
liabilities 613,245 604,767 87,860 78,576
Interest expense arising from cumulative
fair value adjustments of financial
liabilities 194 – 4,182 –
140
PLUS Expressways Berhad 2010 Annual Report
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit before tax is arrived at after
charging/(crediting):
Auditors’ remuneration
– statutory audit fee 537 515 60 60
– other services fee 458 539 232 149
Depreciation of property, plant and
equipment (Note 16) 7,023 5,742 3,943 3,386
Property, plant and equipment written off
(Note 16) 60 111 1 39
Loss on disposal of property, plant and
equipment 13 122 14 291
Amortisation charge for concession assets
(Note 15) 423,597 402,948 – –
Amortisation charge for intangible assets
(Note 18) 1,369 1,649 872 751
Net book value of heavy repairs written off
(Note 15) – 9,732 – –
Directors’ remuneration (Note 10) 2,342 2,222 1,650 1,485
Provision for retirement benefits (Note 38) 1,930 1,803 – –
Rental of equipment 886 536 76 134
Rental of premises 613 217 205 218
Employee costs (Note 9) 207,077 176,294 77,370 67,573
Negative goodwill on acquisition of
subsidiaries (Note 19(b)) (510) – – –
141
PLUS Expressways Berhad 2010 Annual Report
9 EMPLOYEE COSTS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Salaries, wages, bonus and overtime 144,958 127,218 56,020 49,427
Contributions to defined contribution plan 17,786 16,580 7,459 7,130
Social security contributions 1,939 1,769 629 563
Other employee emoluments/overheads 27,871 24,435 8,130 7,538
Training and welfare 14,523 6,292 5,132 2,915
207,077 176,294 77,370 67,573
10 DIRECTORS’ REMUNERATION
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Executive:
Salaries, bonus and other emoluments 1,281 1,271 972 808
Benefits-in-kind 169 94 77 79
Non-Executive:
Fees 554 576 389 399
Other emoluments 229 177 160 118
Director’s remuneration paid and payable
to third party – 34 – 34
Director’s remuneration paid and payable
to immediate holding company 91 70 52 47
Director’s remuneration paid and payable
to related company 18 – – –
142
PLUS Expressways Berhad 2010 Annual Report
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Key management personnel is defined as the persons who have authority and responsibility for
planning, directing and controlling the activities of the Company or the Group either directly or
indirectly.
12 INCOME TAX EXPENSE
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Income tax:
Malaysian income tax 334,968 21,051 905 5,560
Foreign income tax 8 – 8 –
Over provision in prior years (16,255) (18) (16,317) –
Subtotal 318,721 21,033 (15,404) 5,560
Deferred tax:
Relating to origination and reversal
of temporary differences 156,565 430,906 200 (3,195)
Under/(Over) provision in prior years 895 (13,479) 6,504 203
Subtotal 157,460 417,427 6,704 (2,992)
Total 476,181 438,460 (8,700) 2,568
The reconciliation of the tax effects of accounting and taxable income are as follows:
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Profit before tax 1,776,965 1,623,572 388,046 745,337
Basic earnings per share has been calculated by dividing the profit for the year attributable to owners
of the parent by the number of ordinary shares in issue during the financial year.
Group Company
2010 2009 2010 2009
14 DIVIDENDS
No further dividends will be proposed for shareholders’ approval in respect of the financial year ended
31 December 2010.
15 CONCESSION ASSETS
The breakdown of the concession assets according to expressways are as follows (Continued):
78,528 – 78,528
Total 15,669,878 3,252,362 12,417,516
15 CONCESSION ASSETS (CONTINUED)
Details of Concession Assets as at 31 December 2010 and 31 December 2009 are as follows:
Accumulated Amortisation
At 1 January 2010 1,665,432 1,046,390 540,540 – 3,252,362
Charge for the year 212,820 191,651 19,126 – 423,597
Acquisition of subsidiary
(Note 19(b)) 11 – – – 11
Translation difference (378) – – – (378)
At 31 December 2010 1,877,885 1,238,041 559,666 – 3,675,592
Net Book Value at
31 December 2010 11,638,874 784,106 101,952 87,573 12,612,505
Cost
At 1 January 2009 12,796,324 1,583,973 625,827 232,065 15,238,189
Additions 181,884 217,644 20,178 15,428 435,134
147
PLUS Expressways Berhad 2010 Annual Report
Reclassification 183,496 – – (183,496) –
Written off – (17,976) – – (17,976)
Translation difference – – – 14,531 14,531
At 31 December 2009 13,161,704 1,783,641 646,005 78,528 15,669,878
Accumulated Amortisation
At 1 January 2009 1,467,294 875,334 515,030 – 2,857,658
Charge for the year 198,138 179,300 25,510 – 402,948
Written off – (8,244) – – (8,244)
At 31 December 2009 1,665,432 1,046,390 540,540 – 3,252,362
Net Book Value at
31 December 2009 11,496,272 737,251 105,465 78,528 12,417,516
Interest expense capitalised during the financial year under Capital Work-In-Progress amounted to
RM6,691,782 (2009: RM16,672,311).
16 PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Group Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and Freehold Leasehold
Equipment Aircrafts Vehicles Computers Equipment Buildings Land Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January
2010 28,007 31,237 30,091 21,075 3,089 4,253 279 30,174 148,205
Additions 1,753 – 6,617 2,065 53 – – – 10,488
Acquisitions of
subsidiaries
(Note 19 (b)) 2,427 – 1,576 5,317 – – 40 – 9,360
Disposals (612) – (155) (152) – – – – (919)
Written off (82) – (305) (207) – – – – (594)
Translation
difference (37) – (100) (9) – (14) (1) – (161)
At 31 December
2010 31,456 31,237 37,724 28,089 3,142 4,239 318 30,174 166,379
Accumulated
Depreciation
At 1 January
2010 21,321 13,385 12,113 17,830 3,034 1,202 – 3,186 72,071
Charge for the
year 2,408 27 2,477 1,720 30 80 – 281 7,023
Acquisitions of
subsidiaries
(Note 19 (b)) 1,509 – 1,215 4,415 – – – – 7,139
148
PLUS Expressways Berhad 2010 Annual Report
Group Furniture,
Fittings,
Telecom-
munication Operation
and Office Motor Tools and Freehold Leasehold
Equipment Aircrafts Vehicles Computers Equipment Buildings Land Land Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January
2009 (restated) 24,805 31,237 29,778 19,848 3,083 4,224 279 30,174 143,428
Additions 3,202 – 2,442 1,846 17 – – – 7,507
Disposals – – (2,052) (6) – – – – (2,058)
Written off (28) – (120) (621) (11) – – – (780)
Translation
difference 28 – 43 8 – 29 – – 108
At 31 December
2009 (restated) 28,007 31,237 30,091 21,075 3,089 4,253 279 30,174 148,205
Accumulated
Depreciation
At 1 January
2009 (restated) 19,545 13,359 11,930 16,723 2,772 1,070 – 2,905 68,304
Charge for the
year 1,784 26 1,574 1,698 272 107 – 281 5,742
Disposals – – (1,355) (5) – – – – (1,360)
Written off (19) – (51) (589) (10) – – – (669)
Translation
difference 11 – 15 3 – 25 – – 54
At 31 December
2009 (restated) 21,321 13,385 12,113 17,830 3,034 1,202 – 3,186 72,071
149
PLUS Expressways Berhad 2010 Annual Report
Net Book
Value at
31 December
2009 (restated) 6,686 17,852 17,978 3,245 55 3,051 279 26,988 76,134
16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Accumulated Depreciation
At 1 January 2010 1,466 4,249 5,285 772 3,051 14,823
Charge for the year 811 1,258 849 8 1,017 3,943
Disposals – (46) – – – (46)
Written off (25) – – – – (25)
At 31 December 2010 2,252 5,461 6,134 780 4,068 18,695
Net Book Value at
31 December 2010 2,724 13,055 2,186 12 96,601 114,577
Cost
At 1 January 2009 (restated) 2,583 13,838 6,696 522 100,669 124,308
Additions 2,015 1,288 1,082 10 – 4,394
Disposals – (595) – – – (595)
Written off (9) – (620) – – (629)
Reclassification – – – 260 – 260
At 31 December 2009
(restated) 4,589 14,531 7,158 792 100,669 127,738
150
PLUS Expressways Berhad 2010 Annual Report
Accumulated Depreciation
At 1 January 2009 (restated) 691 3,845 5,013 408 2,034 11,991
Charge for the year 779 628 858 104 1,017 3,386
Disposals – (224) – – – (224)
Written off (4) – (586) – – (590)
Reclassification – – – 260 – 260
At 31 December 2009
(restated) 1,466 4,249 5,285 772 3,051 14,823
Net Book Value at 31
December 2009 (restated) 3,123 10,282 1,873 20 97,618 112,915
17 AMOUNT DUE FROM/(TO) CUSTOMERS ON CONTRACTS
Group
2010 2009
RM’000 RM’000
Costs incurred to date 124,069 –
Add: Attributable profits 53,744 –
177,813 –
Less: Progress billings (161,258) –
16,555 –
Presented as follows:
Gross amount due from customers on contract work 17,629 –
Gross amount due to customers on contract work (1,074) –
16,555 –
18 INTANGIBLE ASSETS
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 15,172 13,461 5,390 3,603
Additions 1,828 1,711 1,166 1,787
Acquisition of subsidiary (Note 19(b)) 163 – – –
Written off (62) – – – 151
PLUS Expressways Berhad 2010 Annual Report
At 31 December 17,101 15,172 6,556 5,390
Accumulated Amortisation
At 1 January 11,443 9,794 2,722 1,971
Charge for the year 1,369 1,649 872 751
Acquisition of subsidiary (Note 19(b)) 139 – – –
Written off (62) – – –
At 31 December 12,889 11,443 3,594 2,722
Net Book Value at 1 January 3,729 3,667 2,668 1,632
Net Book Value at 31 December 4,212 3,729 2,962 2,668
Intangible assets consists of computer software and licenses that do not form an integral part of the
related hardwares.
19 INVESTMENTS IN SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Company
2010 2009
RM’000 RM’000
Unquoted shares at cost – In Malaysia 2,010,122 2,166,122
Unquoted shares at cost – Outside Malaysia 192,215 133,879
2,202,337 2,300,001
Fair value adjustment on amount due to/from
subsidiaries (Note 4.3.3(c)) 2,485 –
2,204,822 2,300,001
Subsidiaries of PEB
Incorporated in Malaysia
152
PLUS Expressways Berhad 2010 Annual Report
PLUS Helicopter Services Provision of helicopter charter services and 100% 100%
Sdn Bhd aerial surveillance of expressways
Incorporated in Malaysia
PLUS BKSP Toll Limited Undertake the construction, operation, 94% 94%
(Incorporated in India) maintenance and toll collection of the four
laning of the 22-kilometre BKSP Highway in
the State of Maharashtra, India
All companies are audited by member firms of Ernst & Young Global in the respective countries except
for PLUS BKSP, INIPPL, LMS and CCTW.
On 24 February 2010, the Company incorporated a foreign subsidiary in Port Louis, Mauritius vide
a subscription of 1 ordinary share of USD1.00 representing 100% equity interest in PLUS Plaza for
a cash consideration of USD1.00.
As at 31 December 2010, PEB subscribed 16,400,461 ordinary shares of PLUS Plaza for a cash
consideration of USD16,400,461.
On 26 October 2010, the Company incorporated a foreign subsidiary in Port Louis, Mauritius vide
154
PLUS Expressways Berhad 2010 Annual Report
a subscription of 1 ordinary share of USD1.00 representing 100% equity interest in PLUS Jetpur
for a cash consideration of USD1.00.
On 12 November 2010, PEB subscribed 6,200 ordinary shares of PLUS Jetpur for a cash
consideration of USD6,200.
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)
On 2 June 2010, PLUS Plaza completed the subscription of the First Tranche Shares of 54,880,000
ordinary shares of Rs10.00 each representing 49% equity interest of INIPPL for a cash consideration
of Rs688,500,000 (equivalent to approximately RM52.6 million). Following this, INIPPL has become
a foreign subsidiary of PEB, through its wholly owned subsidiary, PLUS Plaza, where PEB now has
the management control over the business operation of the company as well as majority board
composition pursuant to the Share Purchase Cum Shareholders’ Agreement between PLUS Plaza
and other shareholders of INIPPL.
On 15 June 2010, the Company entered into a Share Sale Agreement with UEM for the acquisition
of 1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in TERAS from
UEM for a total cash consideration of RM44,000,000.
The fair values and carrying amounts of assets acquired and liabilities assumed from the
acquisitions of INIPPL and TERAS are as follows:
Fair values
recognised Acquiree’s
on carrying
Note acquisition amounts
INIPPL RM’000 RM’000
ASSETS
Concession assets 15 275,973 265,578
Property, plant and equipment 16 95 95
Sundry receivables, deposits and prepayments 6,780 6,780
Cash and bank balances 237 237
TOTAL ASSETS 283,085 272,690
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PLUS Expressways Berhad 2010 Annual Report
LIABILITIES
Borrowing (187,628) (187,628)
Sundry and trade payables (7,449) (7,449)
TOTAL LIABILITIES (195,077) (195,077)
Total net assets 88,008 77,613
Less: Minority interests (43,047)
Group's share of net assets 44,961
Foreign exchange difference 7,670
Consideration settled in cash 52,631
Cash and cash equivalents of subsidiary acquired (237)
Net cash outflow on acquisition 52,394
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Fair values
recognised Acquiree’s
on carrying
acquisition amounts
TERAS Note RM’000 RM’000
ASSETS
Property, plant and equipment 16 2,126 2,126
Intangible assets 18 24 24
Deferred tax assets 23 1,358 1,358
Trade receivables 19,900 19,900
Sundry receivables, deposits and prepayments 19,620 19,620
Short term deposits with licensed banks 12,410 12,410
Cash and bank balances 1,611 1,611
Other current assets 15,335 15,335
TOTAL ASSETS 72,384 72,384
LIABILITIES
Trade and sundry payables (27,460) (27,460)
Tax payable (414) (414)
TOTAL LIABILITIES (27,874) (27,874)
Total net assets 44,510 44,510
Less: Negative goodwill on acquisition of TERAS (510)
Consideration settled in cash 44,000
Cash and cash equivalents of subsidiary acquired (14,021)
Net cash outflow on acquisition 29,979
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PLUS Expressways Berhad 2010 Annual Report
19 INVESTMENTS IN SUBSIDIARIES (CONTINUED)
The effect of the acquistions on the financial results of the Group from the date of acquisitions to
the reporting date is as follows:
Group
2010
RM’000
Revenue 25,780
Loss for the year (5,776)
The acquisitions of INIPPL and TERAS were completed on 2 June 2010 and 15 June 2010
respectively. However, if the acquisitions of INIPPL and TERAS had occurred on 1 January 2010,
the revenue and profit for the Group would have been RM3,357.2 million and RM1,301.1 million
respectively for the financial year ended 31 December 2010.
On 28 July 2010, the Company had entered into a conditional sale and purchase agreement
with PT Bakrie & Brothers TBK (“Bakrie”) for the disposal by the Company of its entire equity
interest of 60% in CCTW, to Bakrie for a total cash consideration of Rp57,823,830,725 (equivalent
to RM20,122,693). The conditions precedent in the sale and purchase agreement have not been
fulfilled and the proposed disposal of CCTW is expected to be completed in the first half of 2011.
Please see Note 21 for details.
During the financial year, ELITE has completed the reduction of its issued and paid-up ordinary
shares from 294,105,932 ordinary shares of RM1.00 each to 94,105,932 ordinary shares of RM1.00
157
PLUS Expressways Berhad 2010 Annual Report
each, by way of cancellation of RM1.00 of the par value of each of the 200,000,000 issued and paid
up ordinary shares.
20 INVESTMENT IN ASSOCIATES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
On 11 June 2010, the Company had acquired 20% equity interest in TnG from UEM Land Holdings,
a subsidiary of UEM, for a total cash consideration of RM33,406,680.
On 15 November 2010, PLUS Jetpur subscribed 26,000 ordinary shares of Rs10.00 each
representing 26% equity interest in JSHL for a total cash consideration of Rs260,000 (equivalent
to approximately RM18,000).
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PLUS Expressways Berhad 2010 Annual Report
20 INVESTMENT IN ASSOCIATES (CONTINUED)
Incorporated in Malaysia
The summarised financial statements of the associates, not adjusted for the proportion of ownership
interest held by the Group, is as follows:
Group
2010
RM’000
ASSETS AND LIABILITIES
159
PLUS Expressways Berhad 2010 Annual Report
Total assets 297,933
Total liabilities 246,397
RESULTS
Revenue 104,905
Profit for the year 20,237
21 DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
As mentioned in Note 19(c), the Company announced the proposed disposal of CCTW. Accordingly,
the assets, liabilities and other reserve of CCTW have been presented in the Statements of Financial
Position as at 31 December 2010 as “Assets of disposal group classified as held for sale”, “Liabilities
directly associated with disposal group classified as held for sale” and “Reserve of disposal group
classified as held for sale”, detailed as follows:
Group
Note RM’000
ASSETS
Concession assets 15 660
Deferred tax assets 23 7
Sundry receivables, deposits and prepayments 6,739
Short term investment 19,718
Short term deposits with licenced banks 341
Cash and bank balances 4,160
Assets of disposal group classified as held for sale 31,625
LIABILITIES
Sundry payables and accruals (67)
Liabilities directly associated with disposal group classified
as held for sale (67)
Net assets of disposal group classified as held for sale 31,558
RESERVE
Other non-distributable reserve (477)
The non-current assets classified as held for sale on the Company’s statements of financial position
as at 31 December 2010 is as follows:
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PLUS Expressways Berhad 2010 Annual Report
Company
RM’000
ASSETS
Investment in subsidiary 17,760
22 INVESTMENT SECURITIES
Group
2010 2009
RM’000 RM’000
Held-to-maturity investments
Unquoted private debt securities, at cost 100,000 115,000
Add: Premium 1,277 1,638
Less: Discount amortised (5,788) (7,446)
95,489 109,192
Structured products 50,000 50,000
Total other investments 145,489 159,192
Indicative market value of unquoted private debt securities 97,756 111,673
Indicative fair value of structured products 48,020 46,810
23 DEFERRED TAXATION
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
The components and movements of deferred tax assets and liabilities during the financial year prior
to offsetting are as follows:
Timing
Unabsorbed difference on
Unabsorbed capital property, plant
tax losses allowance and equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2010 156,245 189,151 4,240 312,377 662,013
Recognised in the income
statements (90,346) (19,157) (7,372) (290,287) (407,162)
Acquisition of subsidiary
(Note 19(b)) – – – 1,358 1,358
Disposal group classified as
held for sale (Note 21) – (7) – – (7)
Translation difference – – – (26) (26)
At 31 December 2010 65,899 169,987 (3,132) 23,422 256,176
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PLUS Expressways Berhad 2010 Annual Report
23 DEFERRED TAXATION (CONTINUED)
Timing
Unabsorbed Timing difference on
capital difference on property, plant
allowance EDE and equipment Provisions Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2010 21,083 (1,481,542) (17) – (1,460,476)
Recognised in the income
statements (21,083) (45,525) (45,046) 361,356 249,702
At 31 December 2010 – (1,527,067) (45,063) 361,356 (1,210,774)
Deferred tax assets have not been recognised in respect of the following items:
Group
2010 2009
RM’000 RM’000
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PLUS Expressways Berhad 2010 Annual Report
The unused tax losses and unabsorbed capital allowances of the Group are in respect of a subsidiary
in Malaysia and have not been recognised due to uncertainty of its recovery arising from historical
losses. The availability for offsetting against future taxable profits of the respective entities within the
Group is subject to no substantial change in shareholdings of those entities under the Income Tax Act,
1967 and guidelines issued by the tax authority.
23 DEFERRED TAXATION (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Timing
difference
on property,
plant
and
equipment Provisions Total
RM’000 RM’000 RM’000
At 1 January 2010 (3,130) 11,020 7,890
Recognised in the income statements (324) (6,380) (6,704)
At 31 December 2010 (3,454) 4,640 1,186
Group
2010 2009
RM’000 RM’000
Fair value adjustment on toll compensation revenue for the year (113,209) –
Compensation received/recognised (178,878) (210,424)
Set off against toll revenue sharing (13,256) –
Set off against income tax payable of PLUS (Note 33) (328,675) (12,337)
At 31 December 2,642,218 2,604,068
Analysed as:
Toll compensation recoverable within 12 months 181,872 117,879
Toll compensation recoverable after 12 months 2,460,346 2,486,189
Total toll compensation recoverable 2,642,218 2,604,068
25 TRADE AND SUNDRY RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
The Group has no significant concentration of credit risk that may arise from exposures to any group
of debtors.
The trade and sundry receivables are non-interest bearing and are generally on 30 to 90 days (2009:
30 to 90 days) terms.
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Current
Amount owing by:
– immediate holding company (i) 500 – – –
– subsidiaries (ii) – – 73,793 573,269
– related companies (iii) 45,969 1,937 124 131
Amount owing to:
– immediate holding company (i) (4,492) (4,255) (777) (796)
– subsidiaries (ii) – – (15) –
– related companies (iii) (88,700) (86,406) (614) (826)
Non-current
Amount owing by subsidiary (ii) – – 43,716 65,378
Amount owing to immediate
holding company (i) (3,422) (6,885) – –
Amount owing to subsidiary (ii) – – (64,535) (84,850)
The Directors regard UEM, which is incorporated in Malaysia and owns 38.51% of the Company’s
equity as at 31 December 2010, as the immediate holding company. The ultimate holding company is
Khazanah, a company incorporated in Malaysia.
The amount owing by/(to) immediate holding company is trade in nature except amount owing to
UEM totalling RM777,208 (2009: RM796,298) which is non-trade in nature.
The amount owing is non-interest bearing. The non-current amount owing is payable only after
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PLUS Expressways Berhad 2010 Annual Report
(ii) Subsidiaries
The current amount owing by/(to) subsidiaries are non-trade in nature, non-interest bearing and
repayable on demand.
The non-current amount owing to subsidiary, PLUS, is payable from 31 December 2008 until 31
December 2016 in nine fixed annual installments.
The non-current amount owing by subsidiary, KLBK, relates to the shareholder’s advance that
was previously owed by KLBK to its previous holding company. Following the acquisition of KLBK,
the shareholder’s advance is now an amount owing by the subsidiary to PEB. The amount is not
repayable within the next twelve months.
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Held-to-maturity investments
Commercial Papers/Medium Term Notes
(“MTNs”) 50,000 70,000 10,000 25,000
Add: Premium 3 – – –
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PLUS Expressways Berhad 2010 Annual Report
Less: Discount (70) (64) (4) (32)
49,933 69,936 9,996 24,968
Structured products – 60,000 – –
49,933 129,936 9,996 24,968
Indicative market value of Commercial
Papers/MTNs 50,287 69,710 9,995 21,813
Indicative market value of structured
products – 59,213 – –
28 LONG TERM AND SHORT TERM DEPOSITS WITH LICENSED BANKS AND CASH AND BANK
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
BALANCES
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Current
Islamic short term deposits (i) 2,828,609 2,434,444
Conventional short term
deposits
– Proceeds Account (ii) 19,402 19,210 – –
– Others 592,112 397,752 281,028 163,029
3,440,123 2,851,406 281,028 163,029
Cash and bank balances
– Proceeds Account (ii) 1 2 – –
– Others 38,411 32,122 15,000 325
38,412 32,124 15,000 325
Total cash and cash equivalents 3,478,535 2,883,530 296,028 163,354
Non-current
Long term deposits (iii) 20,946 501 20,480 –
(i) Certain Islamic short term deposits amounting to RM990.23 million (2009: RM995.28 million) are
held under the Finance Service Reserve Account and Maintenance Reserve Account pursuant to
the borrowings’ covenants and restrictions as set out in Notes 34 and 37.
Also included in Islamic short term deposits placed is an amount of RM1.98 million (2009: RM1.98
million) which has been pledged as security for a performance bond by a subsidiary as set out in
Note 37.
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PLUS Expressways Berhad 2010 Annual Report
(ii) This relates to the amount received from the Government of which shall be used in the manner
as prescribed in the Proceeds Account Agreement of PLUS as set out in Note 41.
(iii) This relates to PEB’s long term deposit of Rs31.05 crores (equivalent to RM22.0 million at
transaction date) in the Escrow Account, being consideration for the Second Tranche Shares of
25% of INIPPL’s share capital, pursuant to one of the conditions precedent in the Share Purchase
Cum Shareholders’ Agreement dated 22 January 2010. Upon third anniversary of the commercial
operation date, the Second Tranche Shares of 25% shall be transferred to PLUS Plaza.
Also in the long term deposit is PLUS BKSP’s placement with a licensed bank for the purpose of
obtaining performance guarantee for its concession.
29 SHARE CAPITAL
30 OTHER RESERVES
Non-distributable: Foreign
Group Capital currency
redemption Share Merger translation Capital
reserve premium reserve reserve reserve Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(a) (b) (c) (d) (e)
At 1 January 2010, as
previously stated 10,000 451,138 298,834 (7,664) – 752,308
FRS 139 remeasurement
of non-current amount
owing to immediate
holding company – – – – 3,657 3,657
At 1 January 2010, as
restated 10,000 451,138 298,834 (7,664) 3,657 755,965
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PLUS Expressways Berhad 2010 Annual Report
Foreign currency
translation – – – (15,167) – (15,167)
Transfer to reserve
attributable to disposal
group classified as held
for sale (Note 21) – – – 477 – 477
At 31 December 2010 10,000 451,138 298,834 (22,354) 3,657 741,275
(a) The capital redemption reserve arose upon the redemption by PLUS of Redeemable Convertible
Cumulative Preference Shares in 1999.
(b) Share premium of the Group represents the premium arising from the rights issue and from the
conversion of the Redeemable Convertible Bonds (“RCB”) as a result of a debt restructuring in
2002.
(c) The merger reserve of RM298 million represents the excess of the nominal value of shares of the
Company issued over the nominal value of the shares acquired upon acquisition of subsidiaries
in 2002 which were accounted for under the merger method.
(d) The foreign currency translation reserve is used to record exchange differences arising from
the translation of the financial statements of foreign operations whose functional currencies are
different from that of the Group’s presentation currency. It is also used to record the exchange
differences arising from monetary items which form part of the Group’s net investment in foreign
operations, where the monetary item is denominated in either the functional currency of the
reporting entity or the foreign operation.
(e) The capital reserve represents the difference between the fair value and cost of the interest-free
non-current amount owing to the immediate holding company as at 1 January 2010 on adoption
of FRS 139.
31 RETAINED EARNINGS
The Company elected to pay dividends under the single tier system in 2008. The Company will be able
to distribute dividends out of its entire retained earnings as at 31 December 2010 under the single tier
system.
In addition, as at 31 December 2010, PLUS has tax exempt profits available for distribution of
approximately RM4,677 million (2009: RM4,677 million).
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PLUS Expressways Berhad 2010 Annual Report
32 TRADE PAYABLES
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Payables are non-interest bearing and are normally settled on 30 to 60 days (2009: 30 to 60 days)
terms.
33 CURRENT TAX PAYABLE
Group
2010 2009
RM’000 RM’000
Following the expiry of PLUS’s tax exemption period in 2006, PLUS’s income is subject to tax. The
income tax payable is set off against the toll compensation recoverable from the Government in
accordance with the SSCA as detailed out in Note 3(i)(b).
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Long Term Financial Liabilities
PEB
PLUS SPV Sukuk (a)(i) 1,429,054 1,377,021 1,429,054 1,377,021
PLUS
Senior Sukuk (a)(ii) 1,350,000 1,900,000 – –
Sukuk Series 1 (a)(iii) 1,491,547 1,764,492 – –
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PLUS Expressways Berhad 2010 Annual Report
Sukuk Series 2 (a)(iv) 1,507,544 1,411,799 – –
Sukuk Series 3 (a)(v) 1,821,749 1,282,307 – –
ELITE
Seafield Sukuk (a)(vi) 862,137 859,566 – –
KLBK
BAIDS (a)(vii) 167,534 167,850 – –
Group
Note 2010 2009
RM’000 RM’000
Short Term Financial Liabilities
PLUS
Senior Sukuk (a)(ii) 550,000 550,000
Sukuk Series 1 (a)(iii) 384,016 –
KLBK
BAIDS (a)(vii) 4,943 7,917
PEB
The PLUS SPV Sukuk are constituted by a Trust Deed dated 13 June 2008 entered into by PLUS
172 SPV Berhad as the Issuer and the Trustee for the holders of the PLUS SPV Sukuk.
PLUS Expressways Berhad 2010 Annual Report
PEB through an independent special purpose company, PLUS SPV Berhad (whose shares are
held by a share trustee for and on behalf of charitable organisations), had until December
2010 issued RM1.8 billion nominal value PLUS SPV Sukuk under a medium term notes
programme of up to RM4 billion nominal value PLUS SPV Sukuk based on the Islamic principle
of Musyarakah to investors identified via a book-building process. The PLUS SPV Sukuk were
issued in 13 series, with maturities commencing from 2013 to 2019. The yield to maturity
ranges from 5.55% to 7.55% per annum and is compounded semi-annually.
The profit rate is 2% per annum and the profit is payable semi-annually on each series of the
PLUS SPV Sukuk.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
PEB (CONTINUED)
The terms of the PLUS SPV Sukuk contain various covenants including the following:
PEB (the Obligor) shall maintain an annual Debt to Equity Ratio (“the D:E Ratio”) not exceeding
1.5 times throughout the tenure of the Sukuk Programme. The D:E Ratio is the ratio of
indebtedness of the Obligor represented by:
(i) the obligations of the Obligor under the Purchase Undertaking (which is deemed to be an
amount equivalent to the aggregate nominal value of all outstanding Sukuk, adjusted to be
equivalent to the accreted value on the date the D:E Ratio is calculated);
(ii) a
ll other indebtedness of the Obligor for borrowed monies (be it actual or contingent and
whether Islamic or conventional) for principal only, hire purchase obligations, finance
lease obligations, net exposure determined on a marked to market basis under any
derivative instrument and obligations/contingent liabilities under guarantees/call or put
options of the Obligor but excluding (a) any inter company loans which are subordinated
to the Sukuk, (b) non-recourse indebtedness incurred by the Obligor’s subsidiaries and (c)
any performance bonds/performance guarantees/shareholder undertakings in relation to
cost overruns issued by the Obligor in respect of projects undertaken by the Obligor and/
or its subsidiaries;
to the shareholders’ funds of the Obligor including, if any, preference equity, subordinated
shareholders’ advances/loans and retained earnings/losses less intangibles (if any).
The D:E Ratio shall be calculated on a yearly basis and as and when such calculations are
required to be made under the terms of the transaction documents during the tenure of the
Sukuk Programme. In the case of D:E Ratio calculated on a yearly basis, such calculations
shall be based on the latest consolidated audited accounts of the Obligor and in the case of D:E
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PLUS Expressways Berhad 2010 Annual Report
Ratio calculated at any other times, the calculations shall be based on the latest consolidated
management accounts of the Obligor.
The maturity profile of PLUS SPV Sukuk is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
PLUS
The Senior Sukuk is constituted by the Trust Deed dated 18 December 2007 entered into by
PLUS and the Trustee for the holders of the Senior Sukuk.
The Senior Sukuk was issued on 27 December 2007 with a nominal value of RM3,550 million
under the Islamic principle of Musyarakah which is a contract of partnership in a venture.
Under this structure, potential investors formed a Musyarakah among themselves to invest in
the Senior Sukuk.
The Senior Sukuk was issued in 10 series as primary sukuk with maturities commencing from
2008 to 2017. The expected return specified for each series of primary sukuk is represented
by secondary sukuk. The face value of secondary sukuk are computed based on the expected
return specified for each series of primary sukuk i.e. from 5.70% to 7.50% per annum. The
secondary sukuk are redeemable every six months commencing 30 May 2008.
The proceeds of the Senior Sukuk was utilised to replace BAIDS of which RM3,550 million in
nominal value was outstanding. Hence, no additional proceeds were raised from the issuance
of the Senior Sukuk. The Senior Sukuk was issued at par to the face value, to the existing
holders of the BAIDS in exchange for the surrender and cancellation by such holders of their
respective BAIDS. The existing holders of the BAIDS were allotted with such amount of the
nominal value of the Senior Sukuk which is equivalent to the amount of nominal value of the
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PLUS Expressways Berhad 2010 Annual Report
The terms of the Senior Sukuk contain various covenants including the following:
(i) PLUS must maintain a Finance Service Coverage Ratio (“FSCR”) of at least 1.25 times on
each calculation date, being 30 June and 31 December in each year. The FSCR shall be at
least 2.25 times prior to any payment or declaration of dividend, or any advances;
(ii) P
LUS must maintain a Finance Service Reserve Account (“FSRA”) at any time during
the tenure of the Senior Sukuk which has a minimum balance equivalent to the next
12 months’ finance service due under the Senior Sukuk. The amount therein may be
withdrawn to meet any payment under the Senior Sukuk, provided always that PLUS shall
transfer monies into such account within 30 days from such withdrawal to maintain the
minimum balance described above; and
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
PLUS (CONTINUED)
(iii) P
LUS must maintain a Maintenance Reserve Account (“MRA”) at any time during the tenure
of the Senior Sukuk which has a minimum balance equivalent to the projected capital
expenditure of the expressways for the next 6 months. However, a minimum balance may
be withdrawn to meet any payment of the projected capital expenditure for expressways,
subject always to the condition that PLUS shall transfer monies into the MRA within 30
days of such withdrawal to maintain the minimum balance described above.
The maturity profile of Senior Sukuk is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
The Sukuk Series 1 are constituted by a Trust Deed dated 28 September 2006 entered into by
PLUS and the Trustee for the holders of the Sukuk Series 1.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
PLUS (CONTINUED)
Sukuk Series 1 was issued on 10 October 2006 under the Islamic principle of Musyarakah with
a nominal value of RM2,260 million via exchange for BBA Serial Bonds previously issued on 20
December 2002. Sukuk Series 1 are negotiable non-interest bearing secured Bonds in bearer
form evidencing a promise by PLUS to pay stated sums on specified dates. The Sukuk Series
1 are issued in 12 series with tenures from 8.5 years to 14 years from the date of issue. The
yield to maturity ranges from 5.75% to 6.95% per annum and is compounded semi-annually.
The Sukuk Series 1 entitle holders of the Sukuk Series 1 to a one-off payment of the Exercise
Price on the Maturity Date and Distribution on the Distribution Date.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount
outstanding of the Sukuk Series 1 will become immediately due and payable.
The maturity profile of Sukuk Series 1 is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
The Sukuk Series 2 are constituted by a Trust Deed dated 28 September 2006 entered into by
PLUS and the Trustee for the holders of the Sukuk Series 2.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
PLUS (CONTINUED)
Sukuk Series 2 was issued on 10 October 2006 under the Islamic principle of Musyarakah with
a nominal value of RM2,410 million via exchange for Zero Serial BBA previously issued on 17
June 2005. Sukuk Series 2 are negotiable non-interest bearing secured Bonds in bearer form
evidencing a promise by PLUS to pay stated sums on specified dates. The Sukuk Series 2 are
issued in 4 series with tenures from 11 years to 14 years from the date of issue. The yield to
maturity ranges from 6.35% to 6.95% per annum and is compounded semi-annually.
The Sukuk Series 2 entitle holders of the Sukuk Series 2 to a one-off payment of the Exercise
Price on the Maturity Date and Distribution on the Distribution Date.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount
outstanding of the Sukuk Series 2 will become immediately due and payable.
The maturity profile of Sukuk Series 2 is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
The Sukuk Series 3 are constituted by a Trust Deed dated 28 September 2006 entered into by
PLUS and the Trustee for the holders of the Sukuk Series 3.
PLUS issued 2 tranches of Sukuk Series 3 under the Islamic principle of Musyarakah with a
nominal value of RM1,375 million on 10 October 2006 with tenures of 14 years and 15 years
from the date of issue. Further, PLUS has issued the third, fourth and fifth tranche with a
nominal value of RM700 million, RM600 million and RM1,000 million on 29 May 2008, 29 May
2009 and 31 May 2010 respectively. All three tranches were issued with a tenure of 14 years
from the date of issue. Sukuk Series 3 are negotiable non-interest bearing secured Medium
Term Notes (“MTNs”) in bearer form evidencing a promise by PLUS to pay stated sums on
specified dates.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
PLUS (CONTINUED)
The yield to maturity ranges from 5.90% to 6.52% per annum and is compounded semi-
annually.
There will be two (2) types of Sukuk Series 3 namely those MTNs with Periodic Payments
and those MTNs without Periodic Payments provided that Sukuk Series 3 involving MTNs with
Periodic Payments may only be issued upon either (a) redemption in full of the Senior Sukuk,
the Sukuk Series 1 and the Sukuk Series 2; or (b) consent of the holders of the Senior Sukuk,
the Sukuk Series 1 and the Sukuk Series 2; or (c) from 30 June 2019 onwards, whichever
earlier.
MTNs with Periodic Payments will be entitled to Periodic Payments and a payment of the
Exercise Price.
MTNs without Periodic Payments will only be entitled to a one-off payment of the Exercise
Price on the Maturity Date and Distribution on the Distribution Date.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount
outstanding of the Sukuk Series 3 will become immediately due and payable.
The maturity profile of Sukuk Series 3 is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
ELITE
Group
2010 2009
RM’000 RM’000
The Seafield Sukuk is constituted by the Trust Deed dated 5 May 2009 entered into by Seafield
Capital Berhad (“Seafield”) as the Issuer and Universal Trustee (Malaysia) Berhad, as the
Trustee for the holders of the Seafield Sukuk.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
ELITE (CONTINUED)
Seafield was incorporated in Malaysia on 28 December 2007 under the Companies Act, 1965
as a special purpose company whose shares are held by a share trustee for and on behalf of
charitable organisation. Its principal activity is to undertake the issue of Islamic securities in
accordance with the Syariah principles.
ELITE, through Seafield, had on 27 May 2009 issued RM950 million nominal value Seafield
Sukuk under the medium term notes programme of up to RM1.5 billion nominal value Seafield
Sukuk based on the Islamic Principle of Musyarakah. The Seafield Sukuk were issued in 9
series with maturities commencing from 2018 to 2026.
The proceeds from this issuance, of RM921.9 million were used to replace the outstanding
ELITE BAIDS of RM640 million together with the associated accrued profit and premium,
to fund the fees and expenses under the Islamic MTN Programme, general funding, capital
expenditure and working capital requirements of ELITE.
The profit rate for the Seafield Sukuk ranges from 6.00% to 7.35% and are paid semi-annually
on each series of the Seafield Sukuk.
The terms of the Seafield Sukuk contain various covenants including the following:
(i) nder the Purchase Undertaking dated 5 May 2009, ELITE shall, as long as the Seafield
U
Sukuk shall remain outstanding, ensure that the Finance Service Cover Ratio (“FSCR”)
at each calculation date shall not be less than 1.25 times throughout the tenure of the
Islamic MTN Programme. The FSCR shall be at least 2.00 times prior to any payment or
declaration of dividend, or any advances; and
(ii) E
LITE shall open and maintain a Syariah compliant Finance Service Reserve Account
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PLUS Expressways Berhad 2010 Annual Report
(“FSRA”) and ensure that funds shall be deposited into and maintained in the FSRA with
an amount equivalent to the next six (6) months finance service due under the Seafield
Sukuk.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount
outstanding of the Seafield Sukuk will become immediately due and payable.
The maturity profile of Seafield Sukuk is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
34 LONG TERM AND SHORT TERM FINANCIAL LIABILITIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
KLBK
(a)(vii) BAIDS
Group
2010 2009
RM’000 RM’000
The KLBK BAIDS are constituted pursuant to a Trust Deed between KLBK and Malaysian
Trustees Berhad dated 5 July 2005. KLBK issued RM247 million secured Primary BAIDS based
on the Islamic financing principle of Bai Bithaman Ajil.
The Primary BAIDS comprise 25 series, with total proceeds of RM173.18 million and redemption
value of RM247 million maturing annually from year 2006 to year 2022. The yield to maturity
ranges from 4.00% to 9.00% per annum and is compounded semi-annually. Attached to the
Primary BAIDS are non-detachable Secondary BAIDS which represents the profit element
attributable to the Primary BAIDS. The profit rate is 4% per annum and the profit is payable
semi-annually on each series of the Primary BAIDS. The Secondary BAIDS have a face value
of RM119.54 million.
The profit element on the Primary BAIDS is recognised as finance cost over the tenure of the
Primary BAIDS’ series and is charged to the income statement as an expense in the financial
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PLUS Expressways Berhad 2010 Annual Report
year it is incurred.
The maturity profile of KLBK BAIDS is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
Group
Note 2010 2009
RM’000 RM’000
INIPPL
Term Loan (a)(iv) 178,086 –
Total Long Term Borrowings 1,824,805 1,654,284
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PLUS Expressways Berhad 2010 Annual Report
(B) Short Term Borrowings
PLUS BKSP
Term Loans (a)(iii) 2,254 23,947
Commercial Paper (b)(i) 131,844 –
INIPPL
Term Loan (a)(iv) 6,847 –
Total Short Term Borrowings 140,945 23,947
(C) ELITE
Amount due to Government (c)(i) 38,096 38,096
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(CONTINUED)
ELITE
ELITE entered into an agreement on 15 December 2000 with the Government whereby the
Government provides financing up to a maximum of RM100 million, at an interest rate of 8%
per annum capitalised on an annual basis.
The Government and ELITE entered into a Supplemental Loan Agreement (“SLA”) and Additional
Government Loan Agreement (“AGLA”) dated 15 January 2003, whereby the Government agreed
to waive ELITE’s obligation to pay interest on the then existing Government Loans with effect
from 15 December 2000 to 31 December 2001 and to provide ELITE with an interest free term
loan facility at a principal of RM300 million. It was also agreed that the aforesaid existing
Government Loan shall be interest free with effect from 1 January 2002 to the final repayment
date.
Pursuant to ELITE’s SLA and AGLA, the Government Loan and Additional Government Loan are
repayable in full on 30 June 2015.
The maturity profile of the ELITE’s Government Loans is analysed in Note 36, ‘Maturity Profile
of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
LINKEDUA
million to RM346 million commencing from 14 June 2014 and bears interest at rate of 8% per
annum.
The maturity profile of the LINKEDUA’s Government Loan is analysed in Note 36, ‘Maturity
Profile of Bonds and Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
(CONTINUED)
PLUS BKSP
PLUS BKSP has secured a term loan and additional term loan, denominated in Indian Rupees,
which bears interest rate of 12.25% per annum and 13.25% respectively. Both term loans are
secured by future toll collection of PLUS BKSP.
The term loans have been refinanced with a Rs192 crores Commercial Paper facility
(“Commercial Paper”) in October 2010, the details of which are disclosed in Note 35 b(i).
INIPPL
The term loan is constituted by a Common Rupee Loan Agreement dated 18 November 2006
entered into by INIPPL as the borrower, Canara Bank as the lender’s agent, security trustee
and the lenders.
The loan is denominated in Indian Rupees amounting to Rs266 crores and the interest rate is
at 12.25% per annum.
The maturity profile of INIPPL term loan is analysed in Note 36, ‘Maturity Profile of Bonds and
Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
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PLUS Expressways Berhad 2010 Annual Report
The Commercial Paper was issued on 25 October 2010, with a nominal value of Rs192 crores
and a yield to maturity of 10.00% per annum, amounting to Rs192 crores with proceeds amount
of Rs174.5 crores, and constituted by Letter of Offer, Deal Confirmation Note and Issuing and
Paying Agency Agreement entered into between PLUS BKSP and Axis Bank, in its capacity as
an Issuing and Paying Agent.
The Commercial Paper was issued to refinance the existing debts and fulfilling working capital
requirement of PLUS BKSP and will mature on 4 October 2011.
The maturity profile of the Commercial Paper is analysed in Note 36, ‘Maturity Profile of Bonds
and Borrowings’.
The relevant details of the security arrangements are stated in Note 37, ‘Security Arrangements
of Bonds and Borrowings’.
35 LONG TERM AND SHORT TERM BORROWINGS AND AMOUNT DUE TO GOVERNMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(CONTINUED)
ELITE
Under the Supplemental Concession Agreement entered on 9 January 1997 between the
Government of Malaysia and ELITE, ELITE undertook to implement the design, construction,
maintenance, operation and management of three additional interchanges namely the Putrajaya
Interchange, the proposed Salak Tinggi Interchange (later relocated to Ampar Tenang and
thereafter called the Ampar Tenang Interchange) and Bandar Baru Nilai Interchange along the
NSECL Expressway, and an extension of the KLIA Expressway (“Additional Expressway”).
To assist in the financing of the acquisition of the additional land required of the above
Additional Expressway, the Government of Malaysia agreed to pay to third parties on behalf of
ELITE an amount in aggregate not exceeding RM120 million (referred to as the “Reimbursement
Land Cost”). The Reimbursement Land Cost is interest free and is payable by ELITE to the
Government in four equal installments, as follows:
As at 31 December 2010, the amount payable to the Government was RM38,095,662 (2009:
RM38,095,662).
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36 MATURITY PROFILE OF BONDS AND BORROWINGS
Amounts outstanding and repayable as at 31 December 2010 and 31 December 2009 of the Group are
tabulated as follows:
PEB
PLUS SPV Sukuk 34(a)(i) – – 569,695 859,359 1,429,054
PLUS
Senior Sukuk 34(a)(ii) 550,000 350,000 800,000 200,000 1,900,000
Sukuk Series 1 34(a)(iii) 384,016 361,691 951,185 178,671 1,875,563
Sukuk Series 2 34(a)(iv) – – – 1,507,544 1,507,544
Sukuk Series 3 34(a)(v) – – – 1,821,749 1,821,749
ELITE
Seafield Sukuk 34(a)(vi) – – – 862,137 862,137
Government Loans 35(a)(i) – – 389,916 – 389,916
LINKEDUA
Government Loan 35(a)(ii) – – 877,613 379,190 1,256,803
KLBK
BAIDS 34(a)(vii) 4,943 5,775 29,653 132,106 172,477
PLUS BKSP
Term Loans 35(a)(iii) 2,254 – – – 2,254
Commercial Paper 35(b)(i) 131,844 – – – 131,844
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PLUS Expressways Berhad 2010 Annual Report
INIPPL
Term Loan 35(a)(iv) 6,847 5,047 32,034 141,005 184,933
1,079,904 722,513 3,650,096 6,081,761 11,534,274
36 MATURITY PROFILE OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Amounts outstanding and repayable as at 31 December 2010 and 31 December 2009 of the Group are
tabulated as follows (Continued):
PEB
PLUS SPV Sukuk 34(a)(i) – – 345,044 1,031,977 1,377,021
PLUS
Senior Sukuk 34(a)(ii) 550,000 550,000 950,000 400,000 2,450,000
Sukuk Series 1 34(a)(iii) – 362,766 958,323 443,403 1,764,492
Sukuk Series 2 34(a)(iv) – – – 1,411,799 1,411,799
Sukuk Series 3 34(a)(v) – – – 1,282,307 1,282,307
ELITE
Seafield Sukuk 34(a)(vi) – – – 859,566 859,566
Government Loans 35(a)(i) – – – 389,916 389,916
LINKEDUA
Government Loan 35(a)(ii) – – 340,066 821,918 1,161,984
KLBK
BAIDS 34(a)(vii) 7,917 4,841 21,766 141,243 175,767
PLUS BKSP
Term Loans 35(a)(iii) 23,947 25,434 76,950 - 126,331
581,864 943,041 2,692,149 6,782,129 10,999,183
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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS
The security arrangements as at 31 December 2010 in connection with the Group’s bonds and
borrowings are as follows:
(a) A first ranking debenture incorporating a fixed and floating charge over all present and future
assets of the Issuer; and
(b) An assignment of the Issuer’s revenue and income including but not limited to any dividends
and distributions, whether income or capital in nature.
(a) An assignment and charge (ranking first in point of security) over the Toll Amounts, Credit
Balances, Additional Project Accounts (save and except in respect of the Additional Toll
Revenue Account, it would exclude the ELITE Amount) and PLUS Amount (except for
Distribution Amount 1, Distribution Amount 2, Distribution Amount 3, Charged Amount
1, Charged Amount 2 and Charged Amount 3 and the monies in the Proceeds Account,
Performance Bonds Proceeds Account, Distribution Account 1, Distribution Account 2,
Distribution Account 3, Payment Account 1, Payment Account 2 and Payment Account 3 and
all the credit balances therein) (“Assignment and Charge”).
(b) An assignment (ranking first in point of security) of the rights over the Concession, Construction
Guarantees (other than the Performance Bonds), Construction Contracts and Insurance.
(c) A debenture over the fixed and floating assets of PLUS (other than those security interest
already covered under (a) and (b) above, the Performance Bonds, the Performance Bonds
Proceeds Account, the Proceeds Account, Distribution Account 1, Distribution Account 2,
Distribution Account 3, Payment Account 1, Payment Account 2, Payment Account 3 and all
the credit balances therein as well as the Charged Amount 1, Charged Amount 2 and Charged
Amount 3).
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PLUS Expressways Berhad 2010 Annual Report
(d) An assignment (ranking first in point of security) over PLUS’ rights, title and interest in the
Additional Project Agreements.
(e) An assignment (ranking second in point of security after the Government) over the Performance
Bonds and Performance Bonds Proceeds Account.
The security documents shall all form part of the terms of the Senior Sukuk.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The Security Trustee shall hold the benefit of the Security for the Designated Debt financiers (as
defined below) ranking pari passu amongst themselves subject to the following:
(a) the security in respect of the Performance Bonds and Performance Bonds Proceeds Account
shall rank second after the assignment of the same in favour of the Government; and
(b) the security in respect of the FSRA (as hereinafter defined) shall rank as between the
Designated Debt financiers as follows:
(ii) ranking second, the lenders of the Maintenance Bond facility and Overdraft facility
(excluding the Trade Lines) which shall rank pari passu amongst themselves.
The Distribution Account 1 (and all credit balances therein) and the Distribution Amount 1, and
the Payment Account 1 (and all credit balances therein) and the Charged Amount 1 are excluded
from the Security and is held for the benefit of/charged to the holders of the Sukuk Series 1
respectively.
The Proceeds Account and all credit balances in the Proceeds Account are excluded from the
Security and are for the benefit of the Government.
The Distribution Account 2 (and all credit balances therein) and the Distribution Amount 2, and
the Payment Account 2 (and all credit balances therein) and the Charged Amount 2 are excluded
from the Security and is held for the benefit of/charged to the holders of the Sukuk Series 2
respectively.
The Distribution Account 3 (and all credit balances therein) and the Distribution Amount 3, and
the Payment Account 3 (and all credit balances therein) and Charged Amount 3 are excluded from
the Security and is held for the benefit of/charged to the holders of the Sukuk Series 3.
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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
The Sukuk Series 1 Security Account to receive the Sukuk Series 1 Charged Amounts shall be
solely managed by the Sukuk Series 1 Trustee.
The Sukuk Series 1 Charged Amounts are the sum not exceeding RM400 million of the positive
Cash Flow Proceeds per calendar year in respect of the period commencing 1 January 2011 to 31
December 2015 and RM260 million in respect of the period from 1 January 2016 to 31 December
2016.
– Six months prior to and ending on the date falling 65 days before maturity date of the Sukuk
Series 1 (the “Relevant Period”), PLUS shall determine the excess cash flow of PLUS (other
than proceeds from the issuance of new shares by PLUS and excluding the FSRA and MRA)
at the end of each Relevant Period after providing or payment, as the case may be, for the
following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following
Relevant Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Relevant Period; and
(iv) in respect of the redemption of Senior Sukuk during the said Relevant Period.
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PLUS Expressways Berhad 2010 Annual Report
(iv) Security arrangements for Sukuk Series 2
The Sukuk Series 2 Charged Amounts in relation to each series of the Sukuk Series 2 shall
be deposited into the Sinking Fund Account within five (5) days after the certification of the
Cashflow Proceeds by the auditors (which shall be within thirty (30) days from the end of each
Determination Period) and in any event not less than 30 days prior to the maturity date of the
relevant series of the Sukuk Series 2.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
– PLUS shall determine its excess revenue and income (other than proceeds from the issuance
of new shares by PLUS and excluding the FSRA and MRA) at the end of a Determination
Period after providing or payment, as the case may be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following
Determination Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Determination Period;
(iv) in respect of the Senior Sukuk during the said Determination Period; and
(v) in respect of the Sukuk Series 1 during the said Determination Period.
“Determination Period” means the period beginning six (6) months and 65 days prior to the
maturity date of each tranches of the Sukuk Series 2 and ending on the date falling sixty five (65)
days before the maturity date of that tranches of the Sukuk Series 2.
1 350.0 11
2 650.0 12
3 800.0 13
4 610.0 14
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PLUS Expressways Berhad 2010 Annual Report
Total 2,410.0
The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk
Series 2 on their respective maturity dates. The Sinking Fund Account shall be operated solely by
the Trustee.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
The Sukuk Series 3 Charged Amounts in relation to each series of the Sukuk Series 3 shall
be deposited into the Sinking Fund Account within five (5) days after the certification of the
Cashflow Proceeds by the auditors (which shall be within thirty (30) days from the end of each
Determination Period) and in any event not less than thirty (30) days prior to the maturity date of
the relevant series of the Sukuk Series 3.
– PLUS shall determine its excess revenue and income (other than proceeds from the issuance
of new shares by PLUS and excluding the FSRA and MRA) at end of Determination Period
after providing or payment, as the case may be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following
Determination Period;
(ii) for such of the Maintenance Bond facility and Overdraft facility as remains outstanding;
(iii) to the FSRA and MRA during the said Determination Period;
(iv) in respect of the Senior Sukuk during the said Determination Period;
(v) in respect of the Sukuk Series 1 during the said Determination Period; and
(vi) in respect of the Sukuk Series 2 during the said Determination Period.
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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
“Determination Period” means the period beginning six (6) months and sixty five (65) days prior
to the maturity date of each tranches of the Sukuk Series 3 and ending on the date falling sixty
five (65) days before the maturity date of that tranches of the Sukuk Series 3.
1 675.0 14
2 700.0 15
3 700.0 14
4 600.0 14
5 1,000.0 14
Total 3,675.0
The proceeds in the Sinking Fund Account shall be utilised towards redemption of the Sukuk
Series 3 on their respective maturity dates. The Sinking Fund Account shall be operated solely by
the Trustee.
(vi) Security arrangements for ELITE’s Seafield Sukuk, Government Loan and Additional Government
Loan
The security arrangements in connection with ELITE’s Seafield Sukuk, Government Loan and
Additional Government Loan (collectively referred to as the “Secured Indebtedness”) are as
follows:
(a) Debenture incorporating a first fixed and floating charge on the assets of ELITE, both present
and future;
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PLUS Expressways Berhad 2010 Annual Report
(b) Assignment of all ELITE’s contractual rights, interests, title, and benefits in and to the
Concession Agreement and any other amendment(s) or variation(s) thereof and addition(s)
thereto from time to time executed supplemental thereto on in substitution thereof, the
Project Documents and proceeds therefrom - for the avoidance of doubt, this interest of the
Sukukholders shall not be shared with the Government;
(c) Assignment of ELITE’s contractual rights, interests, titles, and benefits in the performance
bonds and the proceeds therefrom, where such performance bonds are secured to the
Government in accordance with the Concession Agreement and any other amendment(s) or
variation(s) thereof and addition(s) thereto from time to time executed supplemental thereto
or in substitution thereof - for the avoidance of doubt, this interest of the Sukukholders shall
rank after the interest of the Government;
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
(vi) Security arrangements for ELITE’s Seafield Sukuk, Government Loan and Additional Government
Loan (Continued)
(d) First fixed charge over the Additional Operating Account (other than the toll amounts
collected and held on behalf of PLUS, the Revenue Account, the Finance Service Reserve
Account, the Government Loans Service Reserve Account, the IPO Account and Compensation
Account) and first floating charge over the Operations Accounts and Capex Account including
all investments and income thereon and the assignment of the credit balances standing in
the Designated Accounts;
(e) Assignment of all relevant Insurances required to be undertaken in respect of the Concession
(as defined below);
(f) Any other security as required and advised by the Sole Legal Counsel of the Lead Manager
and as agreed by ELITE.
The Concession shall mean the concession granted by the Government under the Concession
Agreement to ELITE.
The above-mentioned security (except for (b) and (c) above), are to be shared with the Government
in the following manner:
(i) On a pari passu basis with the Government in respect of the loan granted by the Government
to ELITE for the maximum principal amount of RM100 million; and
(ii) In priority to the Government in respect of the loan granted by the Government to ELITE for
the maximum principal amount of RM300 million.
(b) charge over Security Account 3 and Security Account 5 (ranking pari passu in point of security)
being the accounts maintained for the surplus cash flow for the purpose of Government Loan
repayment and for the proceeds of any issuance of new shares respectively;
(c) a charge over the Toll Amounts and the credit balances therein (ranking pari passu in point
of security); and
(d) a debenture over the fixed and floating assets of LINKEDUA (other than those security
already covered under (a) and (b) above) ranking pari passu in point of security.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(i) any freehold or leasehold property from time to time and at any time owned by KLBK;
(ii) all the goodwill of KLBK, any patents, trade marks, copyrights, registered designs and
similar assets or rights from time to time and at any time owned by KLBK, and any
uncalled capital from time to time and at any time of KLBK; and
(iii) all book debts and other debts and all other amounts whatsoever from time to time and
at any time due, owing or payable to KLBK, and the benefit of any Security Interests
from time to time and at any time held by KLBK in respect of any such debts or amounts
including such amounts as invested by KLBK from the amounts standing to the credit of
any accounts charged to the Security Agent and any income derived thereon.
(b) by way of first floating charge, the undertaking of KLBK and all its other property, assets,
revenues and rights, whatsoever and wheresoever, both present and future (including any
Permitted Investments not charged pursuant to (viii)(a) above).
(a) all its present and future rights under the Concession Agreement including all amounts from
time to time and at any time payable to KLBK thereunder by the Government of Malaysia;
(b) all its present and future rights, title and interest in and under the Insurance including all
amounts whatsoever payable under the Insurance and all other rights accruing to KLBK
thereunder including all claims and any returned premiums;
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PLUS Expressways Berhad 2010 Annual Report
(c) the right to pursue any action, proceeding, suit or arbitration arising in relation to any of the
rights assigned to the Security Agent pursuant to this security and to enforce such rights in
the name of the Security Agent or of KLBK.
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
All its present and future rights, title and interest in and to:
(a) the Proceeds;
(b) the Designated Accounts; and
(c) the Credit Balance.
The security arrangement for BKSP’s Common Rupee Loan are as follows:
(a) Assignment of project revenues i.e toll receivable and other receivables.
(b) Substitution Rights in favour of Canara Bank to substitute concessionaire upon 30 days notice
in the event of default at any point of time during the concession.
(c) Escrowing of projected toll collection of Rs275.57 crores over the concession period.
(d) Fixed Deposit equivalent to 3 months of repayment obligation towards Debt Service Reserve
Account-the Deposit shall be created out of toll collections during initial repayment holiday
of 6 months and surplus in each of the subsequent periods, and shall have a lien in favour
of Bank and it is to be released upon full repayment of the loan.
The Commercial Paper is supported by the Corporate Guarantee provided by PEB for the amount
of Rs192 crores to guarantee the performance of PLUS BKSP’s obligations under its Commercial
Paper programme. The amount payable under the guarantee will be in USD equivalent to Rs.
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PLUS Expressways Berhad 2010 Annual Report
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The Common Rupee Loan together with interest, additional interest, default interest, prepayment
premium, upfront fees, costs, charges, expenses and other monies whatsoever stipulated and due
to the lenders in accordance with the Common Rupee Loan Agreement subject to the terms of
the Concession Agreement shall be secured by:
(a) a first ranking pari passu mortgage on all the borrower’s immovable assets and first charge
by way of hypothecation on all moveable assets (including but not limited to all current/non-
current assets) both present and future;
(b) a first ranking pari passu charge/assignment on all the intangible assets of the borrower
including but not limited to the goodwill, rights, undertakings and uncalled capital both
present and future;
(c) a negative lien in respect of the shares held by the sponsors which shall not be less than
51% of the total issued and fully paid up equity of the borrower up to 36 months from
commencement operation date and thereafter 26% of the shares subject to there being no
outstanding event of default and conditions stipulated in 3.1.11 (i) of the Common Rupee Loan
Agreement are satisfied;
(d) a first ranking pari passu charge over all bank accounts for the borrower including without
limitation, the Escrow Account (or any account in substitution thereof) and the Debt Service
Reserve Account in all funds from time to time deposited therein and in all Permitted
Investments or other securities representing all amounts credited to the Escrow Account and
the Debt Service Reserve Account and any other bank accounts of the borrower established
pursuant to the project documents or otherwise;
(e) a first ranking pari passu charge over/assignment of all project documents, all guarantees,
performance guarantees or bonds, letters of credit that may provided by any party to any
project document in favour of the borrower and clearances and all rights, titles, approvals,
permits, clearances and interests and the borrower’s right, title, interest, benefit and claim
196 in, to or under the project documents and clearances;
PLUS Expressways Berhad 2010 Annual Report
(f) a first ranking pari passu charge over/assignment of all the borrower’s right, title, interest,
benefit and claim of the borrower in, to or under the insurance contracts, insurance policies
and the insurance proceeds;
37 SECURITY ARRANGEMENTS OF BONDS AND BORROWINGS (CONTINUED)
(g) a first ranking pari passu charge/assignment of all receivable and revenues of the borrower
from the project or otherwise; and
(h) an undertaking to provide equity/provide subordinated debt from the sponsors for any
cost overrun, gap in financing and any delay in receipt of the grant from National Highway
Authority of India.
38 RETIREMENT BENEFITS
Group
2010 2009
RM’000 RM’000
Group
At 1 January 15,698 14,071
Recognised in the income statement 1,930 1,803
Under provision for previous years – 28
Benefits paid (83) (204)
At 31 December 17,545 15,698
PLUS, ELITE and LINKEDUA operate an unfunded, defined benefit Retirement Benefit Scheme (“the
Scheme”) for their personnel whose employment contracts were transferred in 1988 from Malaysian
Highway Authority, pursuant to the Concession Agreement. Under the Scheme, eligible employees are
entitled to retirement benefits in accordance with a pre-determined formula as follows:
Retirement Benefits as at 31 December = (2 last drawn monthly basic salary length of service with
the company) – EPF Offset*
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PLUS Expressways Berhad 2010 Annual Report
* Defined as total employer’s contributions to the EPF, made at the statutory employer’s contribution rate and
accumulated EPF dividend.
38 RETIREMENT BENEFITS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The amount recognised in the statements of financial position are determined as follows:
Group
2010 2009
RM’000 RM’000
The Group valued its retirement benefits obligation in accordance with the actuarial valuation prepared
by an independent actuary.
The amount charged to direct cost of operations and general and administration expenses are
RM1,929,437 (2009: RM1,771,683) and RM972 (2009: RM60,012) respectively.
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PLUS Expressways Berhad 2010 Annual Report
39 DEFERRED LIABILITIES/DEFERRED REVENUE
Deferred liabilities comprise fees received in advance for future maintenance expenditure to be
incurred, in consideration for right-of-way access granted by PLUS, ELITE, and KLBK to third
parties, analysed as follows:
Group
2010 2009
RM’000 RM’000
(i) Toll compensation received by KLBK from the Government in respect of revision in toll rate
structure from year 2005 until the expiry of the concession period in 2026 as mentioned in
Note 3(iv)(b).
Group
2010 2009
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PLUS Expressways Berhad 2010 Annual Report
RM’000 RM’000
(ii) Consideration received from the toll revenue that is allocated to the points issued under
the Group’s customer loyalty programme that are expected to be redeemed but are still
outstanding as at reporting date.
Group
2010 2009
RM’000 RM’000
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
(i) Payables are non-interest bearing and are normally settled on 30 to 60 days (2009: 30 to 60 days)
terms.
(ii) Profit element payables are settled in accordance with the respective borrowings’ repayment
terms as disclosed in Notes 34, 35 and 36.
On 17 November 2006, PLUS executed the Proceeds Account Agreement with the Government to
formalise the rights, utilisation and administration of the amount received from the Government for
the Additional Works of RM680.59 million and the interest earned therefrom. Pursuant to the TSCA,
the amount shall be utilised solely for the purposes of the Additional Works and together with the
interest earned, have been deposited into the Proceeds Account as disclosed in Note 28.
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PLUS Expressways Berhad 2010 Annual Report
42 SIGNIFICANT RELATED PARTY TRANSACTIONS
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Group Company
2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Group Company
Note 2010 2009 2010 2009
RM’000 RM’000 RM’000 RM’000
Note (i):
Included in the amount are the following:
(a) amount committed by LMS for land acquisition costs for the Cikampek-Palimanan Highway
project totalling Rp524.8 billion (equivalent to RM186.3 million); and
(b) amount committed by the Company for the proposed acquisition of interest in PLUS Jetpur
totalling RM57 million.
The Group and the Company are exposed to financial risks arising from their operations and the use of
financial instruments. The key financial risks include interest rate risk, market risk, foreign currency
risk, credit risk and liquidity risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks,
which are executed by the Head of Finance Division and heads of departments within Finance Division.
The audit committee provides independent oversight to the effectiveness of the risk management
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PLUS Expressways Berhad 2010 Annual Report
process.
The Group has not undertake any derivatives throughout the current and previous financial year.
The following sections provide details regarding the Group’s and Company’s exposure to the above-
mentioned financial risks and the objectives, policies and processes for the management of these
risks.
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
The Group obtains its external financing through PLUS SPV Sukuk, Senior Sukuk, Sukuk Series
1, Sukuk Series 2, Sukuk Series 3, Seafield Sukuk, KLBK BAIDS, Government Loans, Overdraft
Facilities, Trade Facilities, Maintenance Bond Facilities, Commercial Paper and term loans. The
Group’s profit element for PLUS SPV Sukuk, Senior Sukuk, Sukuk Series 1, Sukuk Series 2, Sukuk
Series 3, Seafield Sukuk, KLBK BAIDS, and interest on Government Loan and term loans are
based on agreed fixed rates respectively. Interest on the Overdraft Facilities ranges from 0.75%
to 1.50% per annum over the base lending rate.
Information relating to the Group’s interest rates and profit element on bonds and borrowings are
disclosed in Notes 7, 34 and 35.
Since the interest rates for Group’s financial instruments are either fixed rate or interest-free, the
Group’s profit and reserves are not sensitive to the market movement in interest rates.
Group
2010 2009
RM’000 RM’000
The weighted average interest rate/profit element per annum and average period on the financial
liabilities as at 31 December 2010 are as follows:
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PLUS Expressways Berhad 2010 Annual Report
Group
2010 2009
Weighted average interest rate/profit element (%)
Fixed rate 6.74 6.82
Average period (years)
Fixed rate 7.6 7.9
Interest free 4.5 5.5
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
Group
2010 2009
RM’000 RM’000
Fixed rate financial assets (Note i) 3,656,491 3,141,035
Financial assets on which no interest is earned (Note ii) 38,412 32,124
3,694,903 3,173,159
Note i
Fixed rate financial assets mainly comprise short term investments, long term investments, short
term deposits and long term deposits, placed with licensed banks and corporate issuers.
The short term deposits and short term investments placed with the licensed banks and
corporate issuers in Malaysia attracted interest/profit element during the year at rates ranging
from 1.50% to 3.80% (2009: 1.50% to 4.50%) per annum whereas the profit obtained from long
term investments in Malaysia ranges from 3.30% to 7.99% (2009: 3.30% to 7.99%).
The short term and long term deposits of foreign subsidiaries placed with their respective local
banks attracted interest rates ranging from 0.05% to 8.50% (2009: 6.00% to 13.30%) per annum.
Note ii
Financial assets on which no interest is earned comprise cash and bank balances.
those changes are caused by factors specific to the individual security or its issuer or factors
affecting all securities traded in the market. The investment in Commercial Papers/Securities/
Medium Term Notes/Bonds are held to maturity.
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
Foreign currency risk is the risk that the fair value or future cash flows of a financial instruments
will fluctuate because of changes in foreign exchange rates.
The Group and the Company hold cash and cash equivalents denominated in foreign currencies
for investment in subsidiaries purposes. At the reporting date, the Group’s and the Company’s
foreign currency balances (denominated in US Dollars (“USD”) and Indonesia Rupiah (“Rp”))
amounted to RM35,208,110 (2009: Nil).
The Group is also exposed to currency translation risk arising from its net investments in foreign
operations in Mauritius, India and Indonesia.
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit
limits and monitoring procedure. The Group has no significant concentrations of credit risk as the
majority of its deposits are placed with various major financial institutions in Malaysia.
The toll compensation recoverable from the Government of Malaysia is not exposed to any credit
risk to PLUS other than if there are any amounts due from the Government upon expiry of the
Concession Period in 2038, which will be required to be waived by PLUS, as disclosed in Note 3(i)
(b). However, the toll compensation arrangement further provides that the parties may in good
faith, make necessary adjustment or variation to the arrangement to restore PLUS’s position if
there is any change in law that may prevent the parties from successfully implementing the toll
compensation arrangement.
The Group’s objectives on liquidity are to maintain a balance between meeting debt service
obligations and covenants, expressways capital and operating expenditure and meeting shareholder
207
PLUS Expressways Berhad 2010 Annual Report
distribution expectations.
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The table below summarises the maturity profile of the Group’s and the Company’s liabilities at
the reporting date based on the contractual undiscounted repayment obligations:
Group
2010
On demand Between Between
or within 1 and 2 and After
1 year 2 years 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000
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PLUS Expressways Berhad 2010 Annual Report
45 FAIR VALUE OF FINANCIAL INSTRUMENTS
The following are the carrying amounts and fair values of certain financial instruments of the Group
at reporting date:
Group
2010 2009
Carrying Fair Carrying Fair
Note Amount Value Amount Value
RM’000 RM’000 RM’000 RM’000
* The carrying amounts for PLUS SPV Sukuk, Senior Sukuk, Seafield Sukuk and KLBK BAIDS are inclusive of
profit elements as disclosed in Note 40(ii) on sundry payables.
The carrying amounts for the current portion of the term loans are reasonable approximations of their
fair values due to insignificant impact of discounting.
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PLUS Expressways Berhad 2010 Annual Report
The carrying amounts of trade and other payables, trade and other receivables and the current
amounts owing by/(to) subsidiaries, related companies and immediate holding company are reasonable
approximation of fair values due to their short-term nature.
The fair values of non-current amount owing by/(to) subsidiaries and non-current amount owing
to immediate holding company are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of lending or borrowing at the reporting date.
46 CAPITAL MANAGEMENT
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The primary objective of the Group’s capital management is to maintain an optimal capital structure
in order to support its business activities and enhance its shareholders’ value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
environment, risk inherent in its business operations or expansion plans of the Group, whilst ensuring
full compliance with its relevant financing covenants. The initiatives in managing the Group’s capital
structure include issuance of new capital or debt securities, refinancing of existing borrowings,
returning capital to shareholders or adjusting dividend payment to shareholders.
Other than as disclosed as in Notes 19, 20 and 21 to the financial statements, the following are the
significant and subsequent events which have occurred.
(a) Proposed Four Laning of Jetpur-Somnath Section of NH-8D from Km 0 to Km 127.6 in the State
of Gujarat, India
On 20 September 2010, an unincorporated consortium consisting of PEB and its joint bidding
partner, IDFC Projects Limited (“IP”) (“Consortium”) has on 14 September 2010, received a letter
dated 13 September 2010 from the National Highways Authority of India (“NHAI”) informing
that the Consortium has won the tender bid for the proposed Four Laning of Jetpur-Somnath
Section of NH-8D from Km 0 to Km 127.6 in the State of Gujarat, India, to be executed on Design,
Built, Finance, Operate and Transfer (“DBFOT”) basis (“Proposed Project”). The Consortium has
accordingly reverted to NHAI on 20 September 2010 accepting the offer to undertake the Proposed
Project.
On 16 November 2010, PEB subscribed to the 26% equity interest in Jetpur-Somnath Highway
Limited (“JSHL”), via PLUS Jetpur, to undertake the Proposed Project. However, on 23 December
2010, in compliance with the Request for Proposal (“RFP”) documentation for this Proposed
Project, NHAI has requested that a new special purpose vehicle to be incorporated, whereby
equity investment by PEB shall be direct. As at 31 December 2010, JSHL remains as PEB’s
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PLUS Expressways Berhad 2010 Annual Report
associate company.
On 11 January 2011, Jetpur Somnath Tollways Limited (“JSTL”), a new special purpose vehicle was
incorporated under the law of Republic of India to undertake the Proposed Project. The paid up
capital of JSTL is Rs10 lakhs comprising 100,000 shares of Rs10 each of which PEB holds 26%
and the remaining 74% shares are held by IP and six (6) other nominal subscribers. On 7 February
2011, JSTL and NHAI have entered into the concession agreement for the Proposed Project.
The Proposed Project is a section of National Highway 8D which starts at Jetpur and ends
at Somnath, with total length of 127.6 kilometres. The concession shall be for a period of 30
years from the date of the proposed execution of the relevant concession agreement, including
construction period of approximately 30 months.
47 SIGNIFICANT EVENTS AND EVENT OCCURRING AFTER REPORTING DATE (CONTINUED)
(a) Proposed Four Laning of Jetpur-Somnath Section of NH-8D from Km 0 to Km 127.6 in the State
of Gujarat, India (Continued)
The estimated total cost of the project at present is approximately Rs950 crores (equivalent to
approximately RM660 million) and the funding details are being finalised.
(b) Offer to acquire the business and undertaking including assets and liabilities of PEB by UEM and
Employees Provident Fund Board
On 15 October 2010, the Board of Directors of PEB received a letter from UEM and Employees
Provident Fund Board (“EPF”) (“Joint Offerors”), which sets out an offer to acquire the business
and undertaking, including all assets and liabilities of PEB at an aggregate purchase consideration
of RM23 billion (“Purchase Consideration”) (“Offer”). Based on the issued and paid-up capital of
PEB as at 14 October 2010, the Purchase Consideration represents a consideration of RM4.60 per
ordinary shares of RM0.25 each in PEB.
Further to the discussions held between PEB and the Joint Offerors, the Board had on 9 November
2010 received a revised letter of offer which shall supersede the earlier letter of offer dated 15
October 2010 (“Offer Letter”).
The Joint Offerors shall incorporate a private limited company to undertake this Offer (“SPV”),
with UEM and EPF each holding 51% and 49% equity interest respectively in the SPV.
After the disposal of the PEB Business pursuant to the Offer, the Joint Offerors proposed that
PEB, subject to obtaining all requisite approvals, return all proceeds from the disposal that are
attributable to the entitled shareholders, being the remaining shareholders of PEB (other than
EPF, UEM and Khazanah) including PEB’s shares held by Khazanah which form part of the
exchange property, via a special dividend and selective capital repayment exercise (collectively
referred to as the “Proposed Distribution”).
On 20 December 2010, the Board of Directors of PEB received a letter from Jelas Ulung Sdn
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PLUS Expressways Berhad 2010 Annual Report
Bhd (“Jelas Ulung”) which sets out an offer to acquire PEB Business at an aggregate purchase
consideration of RM26 billion, representing RM5.20 per ordinary share of RM0.25 each in PEB.
The scheduled Extraordinary General Meeting (“EGM”) was held on 23 December 2010 and the
shareholders had approved the adjournment of the EGM to be held on a later date. The Board,
save for the Interested Directors, also announced that it will not consider any offer for PEB
Business received after 5.00 p.m. on 10 January 2011 (“Final Deadline”). All offers submitted
by the Final Deadline are also subject to the conditions as announced to Bursa Malaysia on 21
December 2010 which include: (i) remit a cash deposit of RM50 million into an account to be
designated by PEB; and (ii) submit unconditional written confirmation(s) addressed to PEB, from
institution(s) and in the form, which are acceptable to PEB, that the offeror has the financial ability
to undertake and complete its proposed acquisition of the PEB Business in accordance with the
terms of its offer (“Financiers’ Letter”).
47 SIGNIFICANT EVENTS AND EVENT OCCURRING AFTER REPORTING DATE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
(b) Offer to acquire the business and undertaking including assets and liabilities of PEB by UEM and
Employees Provident Fund Board (Continued)
On 10 January 2011, being the Final Deadline, there were no new offers received by PEB and
only UEM and EPF had remitted the cash deposit of RM50 million and submitted the Financiers’
Letter.
In view of the above, the adjourned EGM was held on 23 February 2011 whereby the shareholders
approved the Proposed Disposal and the Proposed Distribution.
48 SEGMENT INFORMATION
In the prior year’s audited consolidated financial statement, the basis of segmentation was on
geographical segment. In the current financial year ended 31 December 2010, the basis of segmentation
has been changed to operating segments based on information reported internally to the Board of
Directors of the Company. The Group is organised into legal entities based on the concessions of the
highways and separate business as held by each entity. PLUS is the largest contributor to the Group in
terms of revenue, profit for the period and total assets and hence is reported as a separate operating
segment whilst the rest are reported as ‘Others’.
Operating segment information for the current financial year ended 31 December 2010 is as follows:
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PLUS Expressways Berhad 2010 Annual Report
2009
Revenue 2,824,327 354,695 3,179,022
Profit/(loss) for the year 1,262,509 (77,397) 1,185,112
Total assets 13,966,480 4,400,997 18,367,477
48 SEGMENT INFORMATION (CONTINUED)
In addition, the Group operate in three geographical segments, based on the location of the Group’s
assets:
(i) Malaysia – the operations in this area are principally investment holding and provision of
expressway operation services.
(ii) India and Mauritius – the operation in this area are investment holding and expressway operation
services.
The following table provides an analysis of the Group’s carrying amount of non-current assets,
analysed by geographical segments:
Non-current Assets
2010 2009
RM’000 RM’000
Non-current assets information presented above consist of concession assets, property, plant and
equipment and intangible assets as presented in the consolidated statements of financial position.
No analysis on revenue and results by geographical segments is prepared as the Group is primarily
engaged in the operation and maintenance of toll roads and expressways in Malaysia. Revenue and
213
PLUS Expressways Berhad 2010 Annual Report
results for the current and prior financial years of the subsidiaries located outside Malaysia are
insignificant to the Group’s results to render separate reporting.
49 COMPARATIVE FIGURES
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2010 (CONTINUED)
The presentation and classification of items in the current year financial statements have been
consistent with the previous financial year except for certain comparative amounts which have been
reclassified to conform with current year’s presentation.
As
As Previously
Restated Reclassified Stated
RM’000 RM’000 RM’000
Income statements:
General and administration expenses (73,196) (4,458) (77,654)
Finance costs (700,188) 4,458 (695,730)
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PLUS Expressways Berhad 2010 Annual Report
50 SUPPLEMENTARY INFORMATION – BREAKDOWN OF RETAINED EARNINGS INTO REALISED
AND UNREALISED
The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010
into realised and unrealised earnings is presented as follows, in accordance with the directive issued
by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance
on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context
of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants:
Group Company
RM’000 RM’000
Total retained earnings of the Company and its subsidiaries
Realised 4,917,278 40,232
Unrealised (975,337) 1,186
3,941,941 41,418
Total share of retained earnings from associate
Realised 2,459 –
Unrealised – –
3,944,400 41,418
Add: Consolidation adjustments 255,127 –
Retained earnings as per financial statements 4,199,527 41,418
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PLUS Expressways Berhad 2010 Annual Report
On 29 April 2010, the PLUS Expressways Berhad Group sought approval for a shareholders’ mandate for
Recurrent Related
Party Transactions
the PLUS Expressways Berhad Group to renew and enter into new Recurrent Transactions (as defined in
the Circular to Shareholders dated 5 April 2010) in their ordinary course of business with related parties
(“Shareholders Mandate”) as defined in Chapter 10 of the Bursa Malaysia Securities Berhad Main Market
Listing Requirement. The breakdown of the actual value transacted for the said Recurrent Transactions
made from the date the Shareholders Mandate came into effect up to 30 April 2011 are as follows:-
RM
1. Construction and other related works for the widening of certain stretches of the Expressway NIL
and the modification of the Expressway between Jelapang and Ipoh Selatan Toll Plaza
(“Additional Works”) by UEM and its subsidiaries and associated companies for PLUS.
2. Provision of maintenance works and maintenance management services in relation to 42,316,143.86
the Expressways and its Ancillary Facilities by UEM and its subsidiaries and associated
companies to PLUS Expressways Group.
3. Construction and other related works in relation to the Expressways and its Ancillary NIL
Facilities by UEM and its subsidiaries and associated companies to PLUS Expressways Group.
4. Provision of IT related services, maintenance and upgrading works and supply of IT 1,503,230.00
equipment and software, electrical and toll equipment spare parts in relation to the
Expressways and Ancillary Facilities by UEM and its subsidiaries and associated companies to
PLUS Expressways Group.
5. Provision of services and accessories in relation to Touch ‘n Go Cards System and SmartTAG 631,927.68
by UEM and its subsidiaries and associated companies to PLUS Expressways Group.
6. Provision of upgrading works in relation to the Expressways and its Ancillary Facilities by 24,078,850.51
UEM Builders and its subsidiaries and associated companies for PLUS Expressways Group.
7. Construction and other related works in relation to toll road projects in India by UEM and its NIL
subsidiaries and associated companies to PLUS Expressways Group.
8. Provision of project management services in relation to the Expressways and its Ancillary NIL
Facilities by UEM and its subsidiaries and associated companies.
9. Provision of services carried out along the Expressways in relation to waste disposal NIL
management by UEM and its subsidiaries and associated companies to PLUS Expressways
Group.
10. Provision of Support Services, such as Operation and Maintenance Services in relation to 73,944.43
highway operations by PLUS Expressways to PLUS BKSP.
11. Grant of access to Telekom and its subsidiaries and associated companies to enter the 40,000.00
Expressways and its Ancillary Facilities for the carrying out of relevant works in relation to
telecommunication.
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PLUS Expressways Berhad 2010 Annual Report
12. Grant of access to TNB and its subsidiaries and associated companies to enter the 96,000.00
Expressways and its Ancillary Facilities for the carrying out of relevant works in relation to
power supply.
13. Procurement for the purpose of maintenance and upgrading of the Expressways by UEM and NIL
its subsidiaries and associated companies to PLUS Expressways Group.
14. Grant of access to TIME and its subsidiaries and associated companies to enter the 40,000.00
Expressways and its Ancillary Facilities for the carrying out of relevant works in relation to
telecommunication.
15. Tenancy Agreement for a period of two (2) years with an option to renew for a further period NIL
of one (1) year for the purpose of PLUS Expressways Group’s Business Continuity Plan by
TIME and its subsidiaries and associated companies to PLUS Expressways Group.
16. Project management and IT related services in relation to toll road projects in Indonesia by NIL
UEM and its subsidiaries and associated companies to PLUS Expressways Group.
17. Provision of the overall management of toll collection, operations and maintenance in relation NIL
to the Bhiwandi-Kalyan-Shil Phata Highway and various consulting services by CMCL to PLUS
BKSP.
The relationship of the related parties as at 30 April 2011 is as follows:-
Relationship with
Related Parties
No. Names of Related Party Relationship
1. UEM and its subsidiaries and associated UEM is a major shareholder of PLUS Expressways
companies Berhad. UEM also has indirect interest in PLUS held
through PLUS Expressways Berhad.
2. UEM Builders Berhad and its subsidiaries UEM Builders is a wholly-owned subsidiary of UEM.
and associated companies UEM also has indirect interest in PROPEL held
through UEM Builders.
3. Telekom Malaysia Berhad (“Telekom”) and Khazanah is a major shareholder of Telekom. UEM is
its subsidiaries and associated companies a wholly-owned subsidiary of Khazanah.
4. Tenaga Nasional Berhad (“TNB”) and its Khazanah is a major shareholder of TNB.
subsidiaries and associated companies
5. TIME and its subsidiaries and associated UEM is a major shareholder of TIME. TIME is an
companies associate company of UEM.
6. PLUS BKSP Toll Limited (“PLUS BKSP”) PLUS Expressways has direct and indirect interest
in PLUS BKSP through its wholly-owned subsidiary,
PLUS Kalyan (Mauritius) Private Limited.
7. Concept Management Consulting Private CMCL is a shareholder of PLUS BKSP.
Limited (“CMCL”)
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PLUS Expressways Berhad 2010 Annual Report
Authorised Capital : RM 2,500,000,000.00
as at 12 May 2011
Analysis of Shareholdings
Directors Direct and Indirect Interest in the Company and its Related
Corporations as per the Register of Directors’ shareholdings
In the Company – PLUS Expressways Berhad
218
PLUS Expressways Berhad 2010 Annual Report
No. of shares of
Name of Director RM0.25 each %
Tan Sri Dato’ Mohd Sheriff Mohd Kassim 55,000 *
Dato’ Izzaddin Idris – –
Dato’ Noorizah Hj Abd Hamid 20,000 *
Hassan Ja’afar 40,000 *
Tan Sri Datuk K Ravindran 40,000 *
Datuk Mohamed Azman Yahya 40,000 *
Quah Poh Keat – –
Datuk Seri Panglima Mohd Annuar Zaini 15,000 *
Dato’ Seri Ismail Shahudin – –
* less than 0.01%
In its Related Corporations
Save for the following, none of the Directors of the Company has any interest, direct or indirect, in
shares in its related corporations:
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PLUS Expressways Berhad 2010 Annual Report
List of
Properties
Date of Net Book
Description and Acquisition/ Value as at
Existing Usage Age of Land Area Last 31 December
No. of Properties Address Building and Status Revaluation 2010
(RM’000)
1 Ayer Keroh land Part of Mukim of Gadek, Not 338 acres August 2007 26,707
Future Mukim of Pegoh & applicable Leasehold of ^Revaluation
Commercial Mukim of Melaka Pindah 99 years ending done on
Development District of Alor Gajah August 2106 23 December
State of Melaka 2006
2 Shoplots No. 4 & 6 16 years 3,080 sqm 12 January 1993 396
Vacant Jalan Hang Lekiu Freehold
Taman Skudai Baru
Skudai
Johor Bahru
Johor
3 Double storey No. 72 Jalan SS7/30 17 years 121 sqm 15 April 1997 176
terrace house Taman Kelana Indah Leasehold of ^Revaluation
Staff Kelana Jaya 99 years ending done on
accommodation Selangor 27 September 2 October 2006
2091
4 Double storey No. 46 Jalan SS7/30 17 years 121 sqm 1 August 1996 171
terrace house Taman Kelana Indah Leasehold of 99 ^Revaluation
Staff Kelana Jaya years ending 27 done on
accommodation Selangor September 2091 13 May 2004
5 Double storey No. 43 Jalan SR6/4 16 years 133 sqm 5 January 1996 161
terrace house Taman Kuda Emas Leasehold of ^Revaluation
Staff Section 6 99 years ending done on
accommodation Serdang Jaya 31 March 2092 13 May 2004
Selangor
6 Double storey No. 41 Jalan SR6/4 16 years 133 sqm 5 January 1996 161
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PLUS Expressways Berhad 2010 Annual Report
terrace house Taman Kuda Emas Leasehold of ^Revaluation
Staff Section 6 99 years ending done on
accommodation Serdang Jaya 31 March 2092 10 May 2004
Selangor
7 Double storey No. 39 Jalan SR6/4 16 years 133 sqm 5 January 1996 161
terrace house Taman Kuda Emas Leasehold of ^Revaluation
Staff Section 6 99 years ending done on
accommodation Serdang Jaya 31 March 2092 13 May 2004
Selangor
List of
Properties (CONTINUED)
Note:
* Revaluation was done on the properties by the Stamp Duty office/valuation office for the purpose of determining the
stamp duty for transfer documents.
The aforesaid properties used as staff accommodation are for Projek Lebuhraya Utara-Selatan Berhad’s
frontliners who work at the toll plazas.
List of Land and Landed Properties by Location and by Company
List of
Properties (CONTINUED)
Landed Properties
Unit Unit sqm (RM’000)
PLUS
Selangor 2 13 1,583 2,245
Kuala Lumpur 2 – 260 296
Johor 3 – 454 294
LINKEDUA
Johor 2 – 286 396
9 13 2,583 3,231
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PLUS Expressways Berhad 2010 Annual Report
PLUS EXPRESSWAYS BERHAD KONSORTIUM LEBUH RAYA BUTTERWORTH-
GROUP
DIRECTORY
Menara Korporat, Persada PLUS KULIM (KLBK) SDN BHD
Persimpangan Bertingkat Subang Menara Korporat, Persada PLUS
KM 15, Lebuhraya Baru Lembah Klang Persimpangan Bertingkat Subang
47301 Petaling Jaya KM 15, Lebuhraya Baru Lembah Klang
Selangor Darul Ehsan 47301 Petaling Jaya
Malaysia Selangor Darul Ehsan
T +603 7801 6666/7666 4666 Malaysia
F +603 7801 6600/7666 4400 T +603 7801 6666/7666 4666
www.plus.com.my F +603 7801 6600/7666 4400
www.plus.com.my
226
PLUS Expressways Berhad 2010 Annual Report
No. of Ordinary Shares Held
CDS Account No.
FORM OF
PROXY
I/We
(PLEASE USE BLOCK LETTERS)
of (full address)
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the
Ninth Annual General Meeting of the Company to be held at the Banquet Hall, Menara Korporat, Persada
PLUS, Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya,
Selangor Darul Ehsan on Wednesday, 29 June 2011 at 2.30 p.m.
For Against
Resolution 1 To re-elect the following Directors retiring in accordance
with Article 76 of the Company’s Articles of Association:
i) Tan Sri Datuk K. Ravindran
Resolution 2 ii) Datuk Seri Panglima Mohd Annuar Zaini
Resolution 3 iii) Quah Poh Keat
Resolution 4 To re-appoint Tan Sri Dato’ Mohd Sheriff Mohd Kassim
retiring in accordance with Section 129 (6) of the Companies
Act, 1965.
Resolution 5 To approve the Directors’ remuneration.
Resolution 6 To re-appoint Messrs Ernst & Young as Auditors and to
authorise the Directors to fix their remuneration.
Resolution 7 To approve the Proposed Renewal of Shareholders’
Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature.
Resolution 8 To approve the Proposed New Mandate for Additional
Recurrent Related Party Transactions of a Revenue or
Trading Nature.
Signature/Seal
NOTES
1. Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may
but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied with.
2. To be valid, this original form of proxy duly completed must be deposited at the Share Registrar’s office, Symphony Share Registrars Sdn Bhd, Level
6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, not less than 48 hours before the time of
holding the meeting.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer
is a corporation, under its common seal or under the hand of its attorney.
4. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at a general meeting who shall
represent all the shares held by such member. A member holding more than one thousand (1,000) ordinary shares may appoint up to ten (10) proxies
to attend and vote at the same meeting and each proxy appointed shall represent a minimum of one thousand (1,000) ordinary shares. Where a
member appoints one (1) or more proxies to attend and vote at the same meeting, such appointment(s) shall be invalid unless the member specifies
the proportion of his shareholding to be represented by each proxy.
5. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he deems fit.
6. If no name is inserted in the space provided for the name of your proxy, the Chairman of the meeting will act as your proxy.
STAMP