FINANCIAL STATEMENTS

Transcription

1 FINANCIAL STATEMENTS Directors Report P71 Statements of Comprehensive Income P79 Statements of Financial Position P80 Consolidated Statement of Changes in Equity P82 Company Statement of Changes in Equity P85 Statements of Cash Flows P87 Notes to the Financial Statements P90 Supplementary Information P202 Statement by Directors P203 Statutory Declaration P204 Independent Auditors Report P205

2 SCOMI GROUP BHD ANNUAL REPORT 2013 DIRECTORS REPORT P / 71 Directors Report The Directors hereby submit their report with the audited financial statements of the and Company for the 15 month financial period ended 31 March Principal Activities The principal activity of the Company is investment holding. The principal activities of the consist of the provision of drilling fluids solutions and related engineering services, drilling waste management equipment and services and an extensive range of production chemicals to the oil and gas industry; marine transportations, other shipping related services; provision of a range of transport solutions encompassing the design and manufacture of urban rail systems such as monorail and mass rapid transit vehicles, and commercial vehicles such as coaches and special purpose vehicles; and provision of vessels to the oil and gas industry to support offshore services. There were no significant changes in the nature of these activities except for the internal restructuring undertaken during the financial period as disclosed in Note 42, Note 44 and Note 45. Financial Results RM 000 Company RM 000 (Loss)/Profit for the financial period (69,449) 386,004 Attributable to: Owners of the Company (66,833) 386,004 Non-controlling interests (2,616) Dividends No dividend has been paid or proposed by the Company since the end of the Company s previous financial year. The Directors do not recommend any dividend for the financial period ended 31 March Reserves and Provisions Material transfers to or from reserves or provisions during the financial period are as disclosed in Note 36 to the financial statements. Change of Financial Year End On 14 December 2012, the Board of Directors of the Company had approved the change of financial year of the Company from 31 December to 31 March. Consequently, the comparatives for the statement of comprehensive income, changes in equity and cash flows as well as certain comparatives in the notes to the financial statements of the and the Company for the period of 15 months from 1 January 2012 to 31 March 2013, are not comparable to those of the previous 12 months ended 31 December The next financial statements will be for a period of 12 months commencing from 1 April 2013.

3 P / 72 DIRECTORS REPORT SCOMI GROUP BHD ANNUAL REPORT 2013 Director s Report (continued) Issue of Shares During the financial period, 376,852,207 new ordinary shares of RM0.10 each were issued by the Company by way of: (a) issuance of 218,769,875 new ordinary shares of RM0.10 each pursuant to the conversion of Irredeemable Convertible Secured Loan Stocks ( ICSLS ); (b) issuance of 3,240,500 new ordinary shares of RM0.10 each pursuant to the exercise of options granted under the Company s Employees Share Options Scheme ( ESOS ) at an option price of RM0.17 per share; (c) issuance of 15,664,000 new ordinary shares of RM0.10 each pursuant to the exercise of options under the Company s ESOS at an option price of RM0.24 per share; (d) issuance of 20,068,332 new ordinary shares of RM0.10 each pursuant to the exercise of 20,068,332 warrants at an exercise price of RM0.40 per share; and (e) issuance of 119,109,500 new ordinary shares of RM0.10 each pursuant to the private placement of shares to IJM Corporation Berhad ( IJM ) at an issue price of RM0.33 per share. The newly issued shares ranked pari passu in all respects with the existing ordinary shares of the Company. Details of movements in share capital are disclosed in Note 34(a) to the financial statements. Treasury Shares There was no purchase of Treasury shares during the financial period. Details of the Treasury shares are set out in Note 34(b) to the financial statements. Employees Share Option Scheme The Company implemented the ESOS on 28 April 2003 for a period of 10 years. The ESOS is governed by the By-Laws which were approved by the shareholders on 28 March The ESOS expired on 27 April Details of the ESOS are set out in Note 34(c) to the financial statements. The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose in this report, the names of options holders who were granted less than 2,000,000 options under the ESOS during the financial period. This information has been separately filed with the Companies Commission of Malaysia. The option holders who have been granted ESOS during the financial period is as follows: Exercise price Name of option holders Granted RM/share Stephen Fredrick Bracker 2,000, Mohamed Suhaimi bin Yaacob 2,000, Michael Kent Walker 2,000,

4 SCOMI GROUP BHD ANNUAL REPORT 2013 DIRECTORS REPORT P / 73 Significant Events During the financial period Significant events during the financial period are disclosed in Note 44 to the financial statements. Significant Events Subsequent to the Date of the Statement of Financial Position Significant events subsequent to the date of the statement of financial position are disclosed in Note 46 to the financial statements. Directors The Directors who have held office during the period since the date of the last report are as follows: Tan Sri Asmat bin Kamaludin Tan Sri Nik Mohamed bin Nik Yaacob Tan Sri Mohamed Azman bin Yahya Datuk Haron bin Siraj Dato Mohammed Azlan bin Hashim Dato Abdul Rahim bin Abu Bakar Dato Sreesanthan a/l Eliathamby Dato Teh Kean Ming (appointed on 22 October 2012) Foong Choong Hong Shah Shahzanim bin Zain Lee Chun Fai (Alternate Director to Dato Teh Kean Ming) (appointed on 22 May 2013) Directors Interests According to the Register of Directors Shareholdings, particulars of interests of Directors who held office at the end of the financial period in shares, options over shares, ICSLS, Irredeemable Convertible Unsecured Loan Stocks ( ICULS ) and warrants in the Company and its subsidiaries were as follow: Number of ordinary shares of RM0.10 each in the Company At Converted/ At Bought Sold Direct interest in the Company Tan Sri Asmat bin Kamaludin Datuk Haron bin Siraj Foong Choong Hong Shah Shahzanim bin Zain 6 2,779 6, ,815 Indirect interest in the Company Tan Sri Mohamed Azman bin Yahya 3 10,000 3, ,750 Shah Shahzanim bin Zain 5 172, ,275

5 P / 74 DIRECTORS REPORT SCOMI GROUP BHD ANNUAL REPORT 2013 Director s Report (continued) Directors Interests (continued) Number of ordinary shares of RM1.00 each in subsidiaries At At Bought Sold Direct interest in Scomi Engineering Bhd Dato Abdul Rahim bin Abu Bakar Shah Shahzanim bin Zain Direct interest in Scomi Energy Services Bhd (formerly known as Scomi Marine Bhd) Tan Sri Asmat bin Kamaludin Shah Shahzanim bin Zain 2, ,108 Number of ordinary shares of RM1.00 each in subsidiaries At At Bought Sold Indirect interest in Scomi Engineering Bhd Tan Sri Asmat bin Kamaludin Shah Shahzanim bin Zain 8 192,568 9 Indirect interest in Scomi Energy Services Bhd (formerly known as Scomi Marine Bhd) Tan Sri Asmat bin Kamaludin Shah Shahzanim bin Zain ,393 9 *Number of options over ordinary shares of RM0.10 each in the Company Exercise At At price Forfeited Exercised RM/share Direct interest in the Company Tan Sri Asmat bin Kamaludin Tan Sri Nik Mohamed bin Nik Yaacob Datuk Haron bin Siraj Datuk Mohamed Azman bin Yahya Dato Mohammed Azlan bin Hashim Dato Sreesanthan a/l Eliathamby Foong Choong Hong Shah Shahzanim bin Zain ,357 (1,357) ,000 6,000 * The options held over ordinary shares in Scomi Bhd were granted pursuant to Scomi Bhd s Employees Share Option Scheme, which was implemented on 28 April 2003 and expired on 27 April 2013.

6 SCOMI GROUP BHD ANNUAL REPORT 2013 DIRECTORS REPORT P / 75 ~ Number of options over ordinary shares of RM1.00 each in a subsidiary Exercise At At price Forfeited Exercised RM/share Direct interest in Scomi Engineering Bhd Shah Shahzanim bin Zain ,500 1,500 Dato Abdul Rahim bin Abu Bakar ~ The options held over ordinary shares in Scomi Engineering Bhd were granted pursuant to Scomi Engineering Bhd s Employees Share Option Scheme, which was implemented on 26 January ^Number of options over ordinary shares of RM1.00 each in a subsidiary Exercise At At price Terminated Exercised RM/share Direct interest in Scomi Energy Services Bhd Shah Shahzanim bin Zain (600) ^ The options held over ordinary shares in Scomi Energy Services Bhd were granted pursuant to Scomi Energy Services Bhd s Employees Share Option Scheme, which was implemented on 26 January The share option was terminated on 26 June ICSLS in the Company At Converted/ At Bought Sold Direct interest in the Company Tan Sri Asmat bin Kamaludin (398) Indirect interest in the Company Tan Sri Mohamed Azman bin Yahya 3 15,000 (15,000) Warrants in the Company At Exercised/ At Bought Sold Expired Direct Interest in the Company Tan Sri Asmat bin Kamaludin (30) (23) Indirect interest in the Company Tan Sri Mohamed Azman bin Yahya 3 2,000 (2,000) Shah Shahzanim bin Zain 61,995 (61,995)

7 P / 76 DIRECTORS REPORT SCOMI GROUP BHD ANNUAL REPORT 2013 Director s Report (continued) Directors Interests (continued) ICULS in a subsidiary At Converted/ At Bought Sold Indirect interest in Scomi Engineering Bhd Shah Shahzanim bin Zain 8 54, Deemed interested by virtue of Section 6A(2) of the Companies Act, 1965 through Tan Sri Asmat bin Kamaludin s direct interest in Bi-Bot Holdings Sdn Bhd, whereby 215,000 shares are held through CIMSEC Nominees (Tempatan) Sdn Bhd Exempt An for CIMB trustee Berhad. 2 Deemed interested by virtue of Section 6A(2) of the Companies Act, 1965 through Tan Sri Asmat bin Kamaludin s direct interest in Bi-Bot Holdings Sdn Bhd, whereby 325,625 ordinary shares are held through CIMSEC Nominees (Tempatan) Sdn Bhd Exempt An for CIMB Trustee Berhad. 3 Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through Tan Sri Mohamed Azman bin Yahya and his spouse s direct shareholdings in Gajahrimau Capital Sdn Bhd, whereby all 10,000,000 shares, 15,000,000 ICSLS and 2,000,000 warrants, are held through ABB Nominees (Tempatan) Sdn Bhd. 4 Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through Tan Sri Mohamed Azman bin Yahya and his spouse s direct shareholdings in Gajahrimau Capital Sdn Bhd, whereby all the 13,750,000 shares are held through ABB Nominee (Tempatan) Sdn Bhd. 5 Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through Shah Shahzanim bin Zain s shareholding in Kaspadu Sdn Bhd. 6 2,250,000 shares held through BHLB Trustee Berhad (PCM for Shah Shahzanim bin Zain). 7 Deemed interested by virtue of Section 6A(2) of the Companies Act, 1965 through Tan Sri Asmat bin Kamaludin s interest in Bi-Bot Holdings Sdn Bhd, whereby all the ordinary shares are held through CIMSEC Nominees (Tempatan) Sdn Bhd. 8 Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through Shah Shahzanim bin Zain s shareholding in Kaspadu Sdn. Bhd., which holds an interest in the Company, which in turn is a substantial shareholder of Scomi Engineering Bhd. 9 Ceased to be deemed interested pursuant to Section 6A(4) of the Companies Act, Deemed interested by virtue of Section 134(12)(c) of the Companies Act,1965 through the shareholding in the Company of his spouse, Puan Sri Habibah bin Mohd Salleh. 11 Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 through his shareholding in Kaspadu Sdn. Bhd., which in turn is deemed interested in SES. 12 Deemed interested by virtue of Section 6A(2) of the Companies Act, 1965 through Tan Sri Asmat bin Kamaludin s interest in

8 SCOMI GROUP BHD ANNUAL REPORT 2013 DIRECTORS REPORT P / 77 Bi-bot Holdings Sdn Bhd, whereby 322,500 ICSLS are held through CIMSEC Nominees (Tempatan) Sdn Bhd Exempt An for CIMB Trustee Berhad. 13 8,286,000 shares held through Maybank Securities Nominees (Tempatan) Sdn Bhd pledged Securities Account for Shah Shahzanim Bin Zain (Margin) and Maybank Nominees (Tempatan) Sdn Bhd pledged Securities Account for Shah Shahzanim Bin Zain ,000 shares held through BHLB Trustee Berhad (PCM for Shah Shahzanim Bin Zain) ,000 shares held through Maybank Securities Nominees (Tempatan) Sdn Bhd pledged Securities Account for Shah Shahzanim Bin Zain (Margin). 16 Held through Maybank Securities Nominees (Tempatan) Sdn Bhd pledged Securities Account for Shah Shazanim Bin Zain (Margin). 17 Deemed interested by virtue of Section 134(12)(c) of the Companies Act, 1965 through Tan Sri Asmat bin Kamaludin s children s direct share holding in Scomi Engineering Berhad. 18 Deemed interested by virtue of Section 6A(2) of the Companies Act, 1965 through Tan Sri Asmat bin Kamaludin s interest in Bi-bot Holdings Sdn Bhd, whereby 43,000 Warrants are held through CIMSEC Nominees (Tempatan) Sdn Bhd Exempt An for CIMB Trustee Berhad. Other than as disclosed above, according to the Register of Directors Shareholdings, the Directors in office at the end of the financial period did not hold any interest in the shares, options over shares, ICSLS and warrants in the Company or shares, options over shares, ICULS and debentures of its related corporations during the financial period. Directors Benefits During and at the end of the financial period no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, except for options over shares granted by the Company and subsidiaries, Scomi Engineering Bhd and Scomi Energy Services Bhd (formerly known as Scomi Marine Bhd) to eligible employees including certain Directors of the Company pursuant to the Company s and Scomi Engineering Bhd s and Scomi Energy Services Bhd s respective Employees Share Option Schemes, ICSLS and warrants granted by the Company and ICULS granted by a subsidiary, Scomi Engineering Bhd. The options over shares granted by Scomi Energy Services Bhd were early terminated on 26 June Since the end of the previous financial period, no Director has received or become entitled to receive a benefit (other than Directors remuneration as disclosed in Note 9 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 41 to the financial statements. Statutory Information on the Financial Statements Before the financial statements were made out, the Directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

9 P / 78 DIRECTORS REPORT SCOMI GROUP BHD ANNUAL REPORT 2013 Director s Report (continued) Statutory Information on the Financial Statements (continued) (b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the and Company had been written down to an amount which they might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the and Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the and Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the and Company misleading or inappropriate. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial period which, in the opinion of the Directors, will or may affect the ability of the or Company to meet their obligations when they fall due. In the opinion of the Directors: (a) other than as disclosed in Note 42 and 44, the results of the operations of the and Company during the financial period were not substantially affected by any item, transaction or event of a material and unusual nature; and (b) other than as disclosed in Note 46, there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature which is likely to affect substantially the results of the operations of the or Company for the financial period in which this report is made. Auditors The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors in accordance with their resolution dated 31 July Tan Sri Asmat Bin Kamaludin Chairman Shah Shahzanim Bin Zain Chief Executive Officer

10 SCOMI GROUP BHD ANNUAL REPORT 2013 STATEMENTS OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 P / 79 Statements of Comprehensive Income for the Financial Period Ended 31 March 2013 Company Period Year Period Year ended ended ended ended Note RM 000 RM 000 RM 000 RM 000 (restated) Continuing operations Revenue 5 1,922,368 1,402,566 4,167 Cost of sales/services (1,515,797) (1,224,721) Gross profit 406, ,845 4,167 Other operating income 43,518 23, ,245 9,443 Administrative expenses (59,208) (59,483) (14,449) (12,575) Selling and distribution expenses (79,484) (43,200) Other operating expenses (167,323) (218,472) (156,679) (152,400) Finance costs 7 (129,678) (48,856) (16,349) (16,696) Share of results of associates 133 (2,978) Share of results of joint ventures 6,568 3,754 Profit/(loss) before taxation 6 21,097 (167,707) 383,768 (168,061) Taxation 8 (27,557) (19,298) 2,236 (666) (Loss)/profit from continuing operations (6,460) (187,005) 386,004 (168,727) Discontinued operations Loss from discontinued operations, net of tax 25(a) (62,989) (170,156) (Loss)/profit for the period/ year (69,449) (357,161) 386,004 (168,727) Other comprehensive (loss)/income: Currency translation differences (6,375) 3,310 Available-for-sale financial assets 2,403 Cash flow hedges (10,532) 13,820 Other comprehensive (loss)/income for (16,907) 19,533 the financial period/year, net of tax Total comprehensive (loss)/income for the financial period/year (86,356) (337,628) 386,004 (168,727) (Loss)/profit for the financial period/year attributed to: Owners of the Company (66,833) (223,705) 386,004 (168,727) Non-controlling interests (2,616) (133,456) (Loss)/profit for the financial period/year (69,449) (357,161) 386,004 (168,727) Total comprehensive (loss)/income attributable to: Owners of the Company (69,300) (212,031) 386,004 (168,727) Non-controlling interests (17,056) (125,597) Total comprehensive (loss)/income for the financial period/year (86,356) (337,628) 386,004 (168,727) Sen Sen Loss per share attributable to owners of the Company: 10 - basic (4.09) (16.07) - diluted (4.08) (16.04)

11 P / 80 STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2013 SCOMI GROUP BHD ANNUAL REPORT 2013 Statements of Financial Position as at 31 March 2013 Company Note RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 (restated) (restated) (restated) (restated) Non-Current Assets Property, plant and equipment , , , ,631 2,447 Intangible assets , , ,392 Investment properties 14 1,382 1,559 1,213 4,520 4,584 4,678 Prepaid land lease payments ,787 Investments in subsidiaries 16 1,219, , ,543 Investments in associates ,224 Investments in joint ventures 18 55,495 47,157 25,081 Other financial receivables 19 29,209 33,348 17,636 Available-for-sale financial assets ,516 1,516 Deferred tax assets 39 41,308 46,640 78, ,674 Derivative financial assets 21 24,465 1,026,679 1,139, ,802 1,257, ,913 1,023,978 Current Assets Inventories , , ,380 Receivables, deposits, and prepayments 23 1,077,012 1,073, ,655 47,387 67, ,301 Derivative financial assets 21 7,691 Short-term deposits, cash and bank balances , , ,048 22,459 13,082 9,334 1,539,740 1,532,543 1,318,774 69,846 80, ,635 Assets classified as held for sale , ,331 1,647,852 1,532,543 2,079,105 69,846 80, ,635 Less: Current Liabilities Payables , , ,523 65,281 11,725 21,147 Borrowings , , , , ,698 Provisions 29 4,231 2,845 5,235 Derivative financial liabilities Current tax liabilities 18,469 35,672 24,806 Deferred government grant 30 1,706 2,155 1,568 Irredeemable convertible secured loan stocks 31 3,188 3,382 3,188 3,382 Irredeemable convertible unsecured loan stocks Provision for retirement benefits ,161,318 1,404,499 1,000,265 65, , ,227 Liabilities classified as held for sale 25 93, ,219 1,254,656 1,404,499 1,123,484 65, , ,227 Net Current Assets/(Liabilities) 393, , ,621 3,988 (157,129) (26,592) 1,419,875 1,267,445 1,893,423 1,261, , ,386

12 SCOMI GROUP BHD ANNUAL REPORT 2013 STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2013 P / 81 Company Note RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 (restated) (restated) (restated) (restated) Capital And Reserves Attributable To Owners Of The Company Share capital 34(a) 156, , , , , ,266 Share premium , , , , , ,926 Treasury shares 34(b) (18,696) (18,696) (18,696) (18,696) (18,696) (18,696) Other reserves 36 (85,810) (247,305) (252,105) 4,235 98, ,739 Convertible bonds , ,471 Retained earnings 88, , , , , ,696 Equity and reserves attributable to owners of the Company 598, , ,679 1,241, , ,931 Non-controlling interests 484, , ,653 Total Equity And Reserves 1,083, ,143 1,263,332 1,241, , ,931 Non-Current Liabilities Payables 27 20,230 5,629 5,520 19, Borrowings , , ,219 1,293 2, ,380 Deferred government grant 30 Derivative financial liabilities 21 6,166-4,919 Provision for retirement benefits 38 6,744 7,077 4,358 Deferred tax liabilities 39 3,510 3,727 3,219 Irredeemable convertible secured loan stocks 31 3,815 3,815 Irredeemable convertible unsecured loan stocks , , ,091 20,330 2, ,455 1,419,875 1,267,445 1,893,423 1,261, , ,386

13 P / 82 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 SCOMI GROUP BHD ANNUAL REPORT 2013 Consolidated Statement of Changes in Equity for the Financial Period Ended 31 March 2013 Attributable to owners of the Company Non- Share Share Treasury Other Convertible Retained controlling Total Note capital premium shares reserves bond earnings Total interests equity RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 At 1 January as previously stated 118, ,793 (18,696) (246,095) 378, ,362 71, ,193 - adjustments for early adoption of standards 48 (1,210) (67,893) (69,103) 418, ,950 At 1 January 2012, as restated 118, ,793 (18,696) (247,305) 310, , , ,143 Loss for the financial period (66,833) (66,833) (2,616) (69,449) Other comprehensive (loss)/income: - Currency translation differences 4,554 4,554 (10,929) (6,375) - Cash flow hedges (7,021) (7,021) (3,511) (10,532) Total other comprehensive (loss)/income (2,467) (2,467) (14,440) (16,907) Total comprehensive loss (2,467) (66,833) (69,300) (17,056) (86,356) Share options: - proceeds from shares issued 34(a),35 1,890 2,408 4,298 4,298 - value of employee services 36 3,986 3,986 3,986 - value of options terminated 36 (3,613) 3,613 Conversion of ICSLS 34(a),35,36 21,877 36,443 (61,899) (3,579) (3,579) Conversion of ICULS 34(a),36 (1,148) (1,148) 1,148 Warrants - exercise of warrants 2,007 9,231 (3,211) 8,027 8,027 - lapse of unexercised warrants (29,126) 29,126

14 SCOMI GROUP BHD ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 P / 83 Attributable to owners of the Company Non- Share Share Treasury Other Convertible Retained controlling Total Note capital premium shares reserves bond earnings Total interests equity RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Issuance of convertible bonds, net , , ,471 Issuance of shares, net 34 11,911 27,041 38,952 38,952 Accretion/dilution of interest in subsidiaries, net 45 (110,669) (110,669) 88,207 (22,462) Capital repayment by a subsidiary 44(e) (77,694) (77,694) Put option adjustment upon expiry 27(b) 258,286 (77,626) 180, ,660 Disposal of subsidiary At 31 March , ,916 (18,696) (85,810) 106,471 88, , ,489 1,083,133 Attributable to owners of the Company Non- Share Share Treasury Other Retained controlling Total Note capital premium shares reserves earnings Total interests equity RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 At 1 January as previously stated 118, ,926 (18,696) (251,592) 602, , , ,161 - adjustment for early adoption of standards 48 (513) (77,359) (77,872) 480, ,171 At 1 January 2011, as restated 118, ,926 (18,696) (252,105) 525, , ,653 1,263,332 Loss for the financial period (223,705) (223,705) (133,456) (357,161) Other comprehensive income: - Currency translation differences ,112 3,310 - Available-for-sale financial assets 1,719 1, ,403 - Cash flow hedges 9,757 9,757 4,063 13,820 Total other comprehensive income 11,674 11,674 7,859 19,533 Total comprehensive loss 11,674 (223,705) (212,031) (125,597) (337,628)

15 P / 84 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 SCOMI GROUP BHD ANNUAL REPORT 2013 Consolidated Statement of Changes in Equity for the Financial Period Ended 31 March 2013 (continued) Attributable to owners of the Company Non- Share Share Treasury Other Retained controlling Total Note capital premium shares reserves earnings Total interests equity RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Share of reserves in subsidiaries Share options: - proceeds from shares issued 34(a), value of employee services 36 3,520 3,520 3,520 - value of options lapsed/ forfeited 36 (10,080) 9,080 (1,000) 1,000 Conversion of ICULS 34(a),36 (69) (69) (69) Conversion of ICSLS 34(a),35, (222) Dilution of interest in subsidiaries Disposal of a joint venture company 36,42(b) (23) Dividend paid to non-controlling interests of a subsidiary (247) (247) At 31 December , ,793 (18,696) (247,305) 310, , , ,143

16 SCOMI GROUP BHD ANNUAL REPORT 2013 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 P / 85 Company Statement of Changes in Equity for the Financial Period Ended 31 March 2013 Non-distributable Distributable Share Share Treasury Other Convertible Retained Note capital premium shares reserves bonds earnings Total RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Company At 1 January , ,793 (18,696) 98, , ,543 Profit for the financial period 386, ,004 Share options: - proceeds from shares issued 34(a), 35 1,890 2,408 4,298 - value of employees services transferred to subsidiaries value of options lapsed/ forfeited (1,358) 1,358 Conversion of ICSLS 34(a), 35, 36 21,877 36,443 (61,899) (3,579) Warrants 33 - exercise of warrants 2,007 9,231 (3,211) 8,027 - expiry of warrants (29,126) 29,126 Issuance of convertible bonds, net , ,471 Issuance of shares, net 34, 35 11,911 27,041 38,952 At 31 March , ,916 (18,696) 4, , ,267 1,241,647

17 P / 86 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 SCOMI GROUP BHD ANNUAL REPORT 2013 Company Statement of Changes in Equity for the Financial Period Ended 31 March 2013 (continued) Non-distributable Distributable Share Share Treasury Other Retained Note capital premium shares reserves earnings Total RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Company At 1 January , ,926 (18,696) 111, , ,931 Loss for the financial year (168,727) (168,727) Share options: - proceeds from shares issued 34(a), value of employees services 36 1,191 1,191 - Transferred to subsidiaries (11,066) 11,066 - value of options lapsed/ forfeited (2,744) 2,744 Conversion of ICSLS 34(a), 35, (222) 956 At 31 December , ,793 (18,696) 98, , ,543

18 SCOMI GROUP BHD ANNUAL REPORT 2013 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 P / 87 Statements of Cash Flows for the Financial Period Ended 31 March 2013 Company Period Year Period Year ended ended ended ended Note RM 000 RM 000 RM 000 RM 000 (restated) Cash Flows From Operating Activites Profit/(loss) before taxation from: - continuing operations 21,097 (167,707) 383,768 (168,061) - discontinued operations (59,113) (112,077) Adjustments for: Depreciation - property, plant and equipment 104, , investment properties Amortisation - intangible assets 2,070 2,161 - prepaid charter hire 5,669 - prepaid land lease payment 1,460 - borrowing costs 150 Government grant (449) Impairment losses - property, plant and equipment 10,207 98,846 - intangible assets 41,292 42,607 - receivables 4,104 21,717 - investment properties available-for-sale investments 24 2,467 - amounts due from subsidiaries 23,892 7,807 Impairment on investment in a subsidiary 276, ,592 Write back of impairment on investment in subsidiary (143,992) Write back of impairment of receivable (6,622) (675) (6,406) Allowance for obsolete stocks 1,010 2,972 Insurance claims receivable 202 Inventories written down 957 Unrealised loss/(gain) on foreign exchange 19,346 22,815 (294) (344) Monetary adjustments (1,641) (2,417) Hyperinflation adjustments 4,804 3,218 Provision for tax penalties 872 Gain on disposal of property, plant and equipment (5,389) (4,922) (60) Property, plant and equipment written off 361 Bad debts (recovered)/written off (13,298) 2,085 Fair value gain on financial instrument - derivatives 435 (556) Gain on disposal of/dilution of interest in subsidiary companies (21,118) (558,307) Loss on disposal of discontinued operations 103,495 (Gain)/loss on disposal of a joint venture company (4,548) 35 Provision for retirement benefits 1,117 1,402 Company

19 P / 88 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 SCOMI GROUP BHD ANNUAL REPORT 2013 Statements of Cash Flows for the Financial Year Ended 31 March 2013 (continued) Company Period Year Period Year ended ended ended ended Note RM 000 RM 000 RM 000 RM 000 (restated) Share of results in associates (133) 2,978 Share of results in joint ventures (6,568) (3,754) Share option expense 3,986 3, ,081 Financing costs 160,978 53,277 16,349 16,696 Interest income (1,461) (3,384) (5,087) (6,303) Operating cash flows before working capital changes 259, ,582 (11,526) (3,637) Changes in working capital: Inventories (19,908) (32,964) Receivables (75,739) (52,191) (10,897) 51,025 Payables (72,054) 114,090 (5,915) (7,177) Cash generated from/(used in) operations 91, ,517 (28,338) 40,211 Net tax (paid)/refund (29,401) (29,231) 2, Retirement benefits paid (837) (349) Tax penalties paid (3,848) Net cash generated from/(used in) operating activities 61, ,089 (25,449) 40,682 Cash Flows From Investing Activities Proceeds from capital repayment 44(e) 57,913 Net cash inflow from disposal of a joint venture company 9,096 Proceeds from disposal of subsidiaries 106,826 89,668 85,370 Purchase of property, plant and equipment (102,068) (78,820) (7) (15) Proceeds from disposal of property, plant and equipment 31,271 14, Development expenditure incurred (15,799) (41,474) Repayment of non-current payables 446 Government grant received 587 Interest received 1,461 3,384 1,556 2,487 Advances to subsidiaries (28,674) Net cash generated from/(used in) investing activities 21,691 (2,326) 116,158 2,537

20 SCOMI GROUP BHD ANNUAL REPORT 2013 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2013 P / 89 Company Period Year Period Year ended ended ended ended Note RM 000 RM 000 RM 000 RM 000 (restated) Cash Flows From Financing Activities Issue of share capital arising from the exercise of ESOS 4, , Issuance of shares, net 38,952 38,952 Issuance of convertible bonds net 106, ,471 Exercise of warrants 8,027 8,027 Proceeds from bank borrowings 471, , ,000 Repayment of bank borrowings (522,609) (585,811) (339,128) (20,316) Interest paid on borrowings (68,618) (52,156) (17,952) (19,347) Decrease/(increase) in short-term deposits pledged as security 19,506 (16,399) 6, Capital repayment by subsidiary (77,949) Net cash used in financing activities (20,626) (174,095) (74,351) (39,014) Net Increase in Cash and Cash Equivalents 62,147 11,668 16,358 4,205 Cash and Cash Equivalents at Beginning of financial period/year 54,323 38,849 6,101 1,896 Currency Translation Differences (2,292) 3,806 Cash and Cash Equivalents at end of financial period/year 114,178 54,323 22,459 6,101 Cash and Cash Equivalents Comprise: Short-term deposits with licensed banks 24 82,406 90,611 6,981 Cash and bank balances , ,570 22,459 6,101 Cash classified as held for sale 25 2,977 Bank overdrafts 28 (105,138) (129,360) 147, ,821 22,459 13,082 Less: Short-term deposits pledged as security 24 (32,992) (52,498) (6,981) 114,178 54,323 22,459 6,101 Significant non cash transactions The details of the disposal of 76.1% interest in Scomi Oilfield Limited to Scomi Energy Services Bhd for shares are disclosed in Note 44 and Note 45.

21 P / 90 SCOMI GROUP BHD ANNUAL REPORT 2013 Notes to the Financial Statements for the Financial Period Ended 31 March General Information The principal activity of the Company is investment holding. The principal activities of the consist of the provision of drilling fluids solutions and related engineering services, drilling waste management equipment and services and an extensive range of production chemicals to the oil and gas industry; marine transportations, other shipping related services; provision of a range of transport solutions encompassing the design and manufacture of urban rail systems such as monorail and mass rapid transit vehicles, and commercial vehicles such as coaches and special purpose vehicles; and provision of vessels to the oil and gas industry to support offshore services. There were no significant changes in the nature of these activities except for the internal restructuring undertaken during the financial period as disclosed in Note 42, Note 44 and Note 45. The Company is a public limited liability company, incorporated and domiciled in Malaysia. The Company is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office and principal place of business address of the Company is Level 17, 1 First Avenue, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan. 2 Basis of Preparation The financial statements of the and Company have been prepared in accordance with the provisions of the Malaysian Financial Reporting Standards ( MFRS ), International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The financial statements of the and the Company for the financial period ended 31 March 2013 are the first set of financial statements prepared in accordance with the MFRS, including MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards. Subject to certain transition elections disclosed in Note 2(i) and (ii), the and Company have consistently applied the same accounting policies in its opening MFRS statements of financial position at 1 January 2011 (transition date) and throughout all years presented, as if these policies had always been in effect. Comparative figures for 2011 in these financial statements have been restated to give effect to these changes. Subsequent to the transition in the financial reporting framework to MFRS on 1 January 2012, the restated comparative information has not been audited under MFRS. However, the comparative statements of financial position as at 31 December 2011, comparative statements comprehensive income, changes in equity and cash flows for the financial year then ended have been audited under the previous financial reporting framework, Financial Reporting Standards in Malaysia. There is no significant impact of the transition to MFRS on the and Company s reported financial position, financial performance and cash flows. The financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also requires Directors to exercise their judgment in the process of applying the and Company s accounting policies. Although these estimates and judgment are based on the Directors best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4. (i) MFRS 1 mandatory exceptions Estimates MFRS estimates as at transition date is consistent with the estimates as at the same date made in conformity with FRS.

22 SCOMI GROUP BHD ANNUAL REPORT 2013 P / 91 (ii) MFRS 1 exemption options 1 Exemption for business combinations MFRS 1 provides the option to apply MFRS 3 Business Combinations prospectively for business combinations that occurred from the transition date or from a designated date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date or a designated date prior to the transition date. The elected to apply MFRS 3 prospectively to business combinations that occurred after 1 January Business combinations that occurred prior to 1 January 2011 have not been restated. In addition, the has also applied MFRS 127 Consolidated and Separate Financial Statements from the same date. 2 Exemption for deemed cost investment in subsidiaries, joint ventures, associates, property, plant and equipment, prepaid lease payments and investment properties As allowed by MFRS 1, the elected to measure its investment in subsidiaries, joint ventures, associates, property, plant and equipment, prepaid lease payments and investment properties at carrying amount as at transition date, 1 January 2011, as their deemed cost as at that date. 3 Designation of previously recognised financial instruments MFRS 1 permits a previously recognised financial instrument to be designated as available for sale or fair value through the income statement on the transition date provided the criteria in MFRS 139 Financial Instruments: Recognition and Measurement are met. The and Company elected to designate all its previously recognised financial instruments based on the designation under its previous Generally Accepted Accounting Principles ( GAAP ) which also complies with MFRS Share-based payment transactions MFRS 1 provides retrospective relief from applying MFRS 2 Share-based payment to equity instruments granted on or after 7 November 2002 and vested before the transition date. The and Company elected to not apply the requirements in MFRS 2 to equity instruments granted from 7 November 2002 but before 1 January 2005 and not vested at transition date. However the impact is not material. 5 Exemption for employee benefits MFRS 1 provides retrospective relief from applying MFRS 119 Employee benefits, in respect of the recognition of actuarial gains and losses. The elected to recognise all cumulative actuarial gains and losses that existed at its transition date as liability in opening retained earnings for all its employee benefit plans. There is no significant impact arising from this election as at the date of transition. During the financial period, the Directors of the adopted the following Malaysian Financial Reporting Standards ( MFRS ) issued by the MASB: (a) Standards, amendments to published standards and interpretations that are applicable to the but not yet effective and have been early adopted. MFRS 10 Consolidated financial statements (effective from 1 January 2013) changes the definition of control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. It establishes control as the basis for determining which entities are consolidated in the consolidated financial statements and sets out the accounting requirements for the preparation of consolidated financial statements. It replaces all the guidance on control and consolidation in MFRS 127 Consolidated and separate financial statements and IC Interpretation 112 Consolidation special purpose entities. There are three elements to the definition of

23 P / 92 SCOMI GROUP BHD ANNUAL REPORT Basis of Preparation (continued) control in MFRS 10: (i) power by investor over an investee, (ii) exposure, or rights, to variable returns from investor s involvement with the investee, and (iii) investor s ability to affect those returns through its power over the investee. MFRS 11 Joint arrangements (effective from 1 January 2013) requires a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations arising from the arrangement, rather than its legal form. There are two types of joint arrangement: joint operations and joint ventures. Joint operations arise where a joint operator has rights to the assets and obligations relating to the arrangement and hence accounts for its interest in assets, liabilities, revenue and expenses. Joint ventures arise where the joint operator has rights to the net assets of the arrangement and hence equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed. MFRS 12 Disclosures of interests in other entities (effective from 1 January 2013) sets out the required disclosures for entities reporting under the two new standards, MFRS 10 and MFRS 11, and replaces the disclosure requirements currently found in MFRS 128 Investments in associates. It requires entities to disclose information that helps financial statement readers to evaluate the nature, risks and financial effects associated with the entity s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. The revised MFRS 127 Separate financial statements (effective from 1 January 2013) includes the provisions on separate financial statements that are left after the control provisions of MFRS 127 have been included in the new MFRS 10. The revised MFRS 128 Investments in associates and joint ventures (effective from 1 January 2013) includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of MFRS 11. The effects of early adoption of these standards are as disclosed in Note 48. The identification of Larsen & Toubro and Scomi Engineering Bhd ( SEB ), as an unincorporated joint venture in which the had equity interest as a joint operation as disclosed in Note 18. (b) Standards, amendments to published standards and interpretations to existing standards that are applicable to the but not yet effective and have not been early adopted. The will apply the new standards, amendments to standards and interpretations in the following period: (i) Financial year beginning on/after 1 April 2013 MFRS 13 Fair value measurement (effective from 1 January 2013) aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across MFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards. The enhanced disclosure requirements are similar to those in MFRS 7 Financial instruments: Disclosures, but apply to all assets and liabilities measured at fair value, not just financial ones. Amendment to MFRS 101 Presentation of items of other comprehensive income (effective from 1 July 2012) requires entities to separate items presented in other comprehensive income ( OCI ) in the statement of comprehensive income into two groups, based on whether or not they may be recycled to income statement in the future. The amendments do not address which items are presented in OCI. Amendment to MFRS 119 Employee benefits (effective from 1 January 2013) makes significant changes to the

24 SCOMI GROUP BHD ANNUAL REPORT 2013 P / 93 recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. Actuarial gains and losses will no longer be deferred using the corridor approach. MFRS 119 shall be withdrawn on application of this amendment. Amendment to MFRS 7, Financial Instruments: Disclosures (effective from 1 January 2013) requires more extensive disclosures focusing on quantitative information about recognised financial instruments that are offset in the statement of financial position and those that are subject to master netting or similar arrangements irrespective of whether they are offset. Amendments to MFRS 134 Interim Financial Reporting (effective from 1 January 2013) require additional disclo sures on fair value information for financial instruments and segment reporting. The additional disclosures are required in interim financial reports issued in financial periods commencing 1 January Changes in accounting policies due to new standards or amendments that apply on or after 1 January 2013 also require disclosures in interim financial reports where the changes are significant. (ii) Financial year beginning on/after 1 April 2014 Amendment to MFRS 132, Financial Instruments: Presentation (effective from 1 January 2014) does not change the current offsetting model in MFRS 132. It clarifies the meaning of currently has a legally enforceable right of set-off that the right of set-off must be available today (not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the MFRS 132 offsetting criteria. (iii) Financial year beginning on/after 1 April 2015 MFRS 9 Financial instruments - classification and measurement of financial assets and financial liabilities (effective from 1 January 2015) replaces the multiple classification and measurement models in MFRS 139 with a single model that has only two classification categories: amortised cost and fair value. The basis of classification depends on the entity s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. The accounting and presentation for financial liabilities and for de-recognising financial instruments has been relocated from MFRS 139, without change, except for financial liabilities that are designated at fair value through income statement ( FVTPL ). Entities with financial liabilities designated at FVTPL recognise changes in the fair value due to changes in the liability s credit risk directly in OCI. There is no subsequent recycling of the amounts in OCI to income statement, but accumulated gains or losses may be transferred within equity. The guidance in MFRS 139 on impairment of financial assets and hedge accounting continues to apply. MFRS 7 requires disclosures on transition from MFRS 139 to MFRS 9. The is assessing the impact of the new Standards, amendments to published standards and interpretations to existing standards that are applicable to the but not yet effective and have not been early adopted to the and of the Company. Unless otherwise disclosed, the above standards, amendments to published standards and interpretations to existing standards are not anticipated to have any significant impact on the financial statements of the and Company in the year of initial application.