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YTL CORPORATION BERHAD 92647-H

the journey continues...

annual report 2013

C o n t en ts

Corporate Review

Financial Highlights Chairman’s Statement Managing Director’s Review Operations Review Corporate Events Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Corporate Information Profile of the Board of Directors Statement of Directors’ Responsibilities Audit Committee Report Statement on Corporate Governance Statement on Risk Management & Internal Control Analysis of Shareholdings Statement of Directors’ Interests Schedule of Share Buy-Back List of Properties Directors’ Report Statement by Directors Statutory Declaration Independent Auditors’ Report Income Statements Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flows Notes to the Financial Statements Supplementary Information – Breakdown of Retained Earnings into Realised and Unrealised Form of Proxy

2 4 8 10 24 38 42 43 44 49 50 54 58 62 64 68 69 72 84 84 85 87 88 89 91 94 97 234

Financial Statements

YTL CORPORATION BERHAD 92647-H

FINANCIAL HIGHLIGHTS

2013 Revenue (RM‘000) Profit Before Taxation (RM‘000) Profit After Taxation (RM‘000) Profit for the Year Attributable to Owners of the Parent (RM‘000) Total Equity Attributable to Owners of the Parent (RM’000) Earnings per Share (Sen) Dividend per Share (Sen) Total Assets (RM‘000) Net Assets per Share (RM) 19,972,948 2,313,389 1,845,782 1,274,494

2012 20,195,789 2,450,154 1,974,090 1,181,123

2011 18,354,770 2,351,949 1,835,920 1,034,569

2010 16,505,033 2,278,404 1,619,092 844,165

2009 8,892,125 2,288,197 1,401,615 834,472

13,333,471

12,178,674

10,365,853

9,630,115

9,447,165

12.30 2.5 53,619,494 1.29

12.25 4.0 51,623,313 1.26

11.53 2.0 48,266,185 1.15

9.45 1.5 46,060,048 1.07

10.82 0.5 45,413,832 1.07

2,450,154

2,351,949

2,313,389

1,974,090

2,288,197

20,195,789

19,972,948

2,278,404

18,354,770

8,892,125

16,505,033

’09

’10

’11 (RM’000)

’12

’13

’09

’10

’11 (RM’000)

’12

’13

1,401,615

1,619,092

1,835,920

’09

’10

’11 (RM’000)

’12

’13

REVENUE

PROFIT BEFORE TAXATION

PROFIT AFTER TAXATION

1,274,494

81,123

2
69

Annual Report 2013



YTL Corporation Berhad

,853

,178,674

13,333,471

5

5

.25

3

.30

1,845,782

1

8,892,125

16,

’09

’10

’11 (RM’000)

’12

’13

’09

’10

’11 (RM’000)

’12

’13

1,

Financial Highlights

’09

’10

’11 (RM’000)

’12

’13

REVENUE

PROFIT BEFORE TAXATION

PROFIT AFTER TAXATION

1,274,494

1,181,123

10,365,853

12,178,674

13,333,471

1,034,569

9,447,165

9,630,115

834,472

844,165

10.82

’09

’10

’11

’12

’13

’09

’10

’11

’12

’13

9.45

11.53

12.25

’09

’10

’11 (SEN)

’12

’13

PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT
(RM’000)

TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
(RM’000)

EARNINGS PER SHARE

45,413,832

46,060,048

48,266,185

51,623,313

53,619,494

4.0

1.07

0.5

1.5

2.0

’09

’10

’11 (SEN)

’12

’13

2.5

’09

’10

’11 (RM’000)

’12

’13

1.07

1.15

1.26

’09

’10

’11 (RM)

’12

’13

DIVIDEND PER SHARE

TOTAL ASSETS

NET ASSETS PER SHARE

1.29

12.30

Annual Report 2013



YTL Corporation Berhad

3

CHAIRMAN’S STATEMENT

On behalf of the Board of Directors of YTL Corporation Berhad (“YTL Corp” or the “Company”), I have the pleasure of presenting to you the Annual Report and the audited financial statements of the Company and its subsidiaries (the “Group”) for the financial year ended 30 June 2013.

OveRview
The Group’s multi-utilities and cement operations, as well as its hotels and property development projects, all delivered solid performances for the year under review, contributing to another excellent set of results. The Malaysian economy performed better during the 2012 calendar year, registering gross domestic product (GDP) growth of 5.6% on the back of resilient domestic demand, compared to 5.1% in 2011. The first half of 2013, however, has seen growth moderate to an average of 4.2%, affected by a weaker external sector. In other major economies where the Group’s main operations are located, Singapore registered lower growth of 1.3% in 2012 compared to 5.2% in 2011, but GDP growth increased to 2.0% during the first half of 2013. Meanwhile, the United Kingdom (UK) economy grew by about 0.9% in the first half of 2013 after recording growth of 0.3% in 2012 (sources: Ministry of Finance Malaysia, Bank Negara Malaysia, Singapore Ministry of Trade & Industry, UK Office for National Statistics updates & reports).

Tan SRi DaTuk SeRi Panglima (DR) YeOh TiOng laY
Executive Chairman

Chairman’s Statement
Utilities
The Group’s utilities division continues to be its major contributor, made up of water and sewerage operations in the UK and power generation and merchant multi-utilities businesses in Singapore, as well as power generation, power transmission and communications businesses in Malaysia, Indonesia and Austra l i a . Th e G r o u p s a w s t r o n g performances across the division. During the year under review, the Group’s construction division completed several phases of the Midfields and Lake Fields mixed residential and commercial developments in Sungei Besi, as well as a new hotel property, The Majestic Hotel Kuala Lumpur. two blocks of The Fennel during its preview for this newest phase of Sentul East. The resounding success replicated the overwhelming response to The Capers, launched last year to similar levels of interest.

Operation & Maintenance (O&M) Activities
The Group continues to provide condition monitoring services for its power stations, cement plants and the Express Rail Link (ERL), in addition to external clients in the oil and gas, water, chemical engineering and other sectors. Internationally, the Group carries out O&M for the 480 MW Deir Amar and 480 MW Zahrani combined-cycle power stations in Lebanon. For their financial year ended 31 December 2012, net generation at the Deir Amar station amounted to 2,783 gigawatt hours (GWh) whilst generation at the Zahrani station was slightly higher at 3,071 GWh.

Hotel Development & Management
The domestic tourism industry registered a marginal 1.3% growth in tourist arrivals to 24.71 million for the 2012 calendar year, remaining stable for the first half of 2013. This remains broadly in line with worldwide trends where tourism demand continues to show resilience despite concerns over the global economy (sources: Ministry of Finance, Tourism Malaysia, United Nations World Tourism Organisation reports). The Group’s hotel development and management operations now encompass a range of hotels owned or operated by the Group directly and through Starhill Real Estate Investment Trust (“Starhill REIT”). Operations commenced this year at the Group’s newest property, The Majestic Hotel Kuala Lumpur, whilst Starhill REIT completed its acquisition of the Sydney Harbour, Brisbane and Marriott hotels in Australia, which has significantly expanded the Trust’s geographic diversification.

Cement Manufacturing
The cement industry was bolstered by the better performance of the local construction industry over the past year, which has shown a marked recovery owing significantly to the implementation of projects under the Government’s Economic Transformation Plan (ETP), as well as stronger expansion in the residential construction sub-sector (source: Ministry of Finance updates & reports). The Group’s cement division turned in a sound performance for the year under review, with its operations in Malaysia and overseas, in China and Singapore, all showing good results despite challenges including increasing operational costs and other economic impacts.

Property Development & Investment
In the domestic residential market, consumer sentiment remains stable, with new launches in Kuala Lumpur, Selangor, Johor and Perak drawing the highest take-up rates. In July 2013, Bank Negara Malaysia announced measures to control excessive household debt levels and reinforce responsible lending practices, including a maximum tenure of 35 years for new mortgages and 10 years for personal loans, and the longer term impact of these new initiatives remains to be seen (sources: Ministry of Finance economic reports; Bank Negara Malaysia quarterly bulletins and annual reports). The Group’s property development division had a satisfactory year, resulting from the completion of offshore developments in Singapore and timing differences of new project launches. Just after the close of the financial year, in July 2013, the Group sold out the first

Construction Contracting
The domestic construction sector experienced a marked resurgence of 18.5% for the 2012 calendar compared to 4.6% in 2011, and has stayed constant for the first half of the 2013 calendar year, which saw the sector’s growth register an average of 18.2%. This was driven mainly by large-scale infrastructure projects in the civil engineering subsector, including the new Mass Rapid Transport (MRT) lines and Light Rail Transit (LRT) extension project, and supported by strong increases in the residential and special trade sub-sectors (sources: Ministry of Finance, Bank Negara Malaysia updates & reports).

Information Technology Initiatives
Development of the country’s broadband market has remain buoyant, with the broadband penetration rate reaching 66% by the end of 2012, largely contributed by continuous upgrading of network coverage and affordable promotional packages (source: Ministry of Finance economic reports). Comprising fee income from its WiMAX (Worldwide Interoperability for Microwave Access) spectrum and digital media applications, the Group’s operating segments performed steadily during the year.

Annual Report 2013



YTL Corporation Berhad

5

Chairman’s Statement

FinanCial PeRFORmanCe
The Group registered a 1.1% decrease in revenue to RM19,972.9 million for the financial year ended 30 June 2013, compared to RM20,195.8 million for the previous financial year ended 30 June 2012. Profit before taxation decreased to RM2,313.4 million for the financial year under review, compared to RM2,450.2 million last year, whilst net profit attributable to owners of the parent grew 7.9% to RM1,274.5 million this year over RM1,181.1 million last year. The marginal decrease in revenue was due mainly to more competitive pricing in the cement industry, timing differences of new project launches and the completion of residential property development projects, as well as lower fuel oil trading volumes recorded in the Group’s merchant multi-utilities division. Meanwhile, the increase in net profit was contributed mainly by the Group’s property development, hotel and power station O&M operations. The utilities division, which remains the Group’s largest contributor, saw improvements due to better margins on electricity sales and tank leasing, lower operating

expenses in the multi-utilities division and better pricing from its water and sewerage operations. The Group’s foreign operations continue to be largest contributors, with overseas operations accounting for approximately 75.3% of the Group’s revenue and 72.4% of non-current assets for the 2013 financial year, compared to 75.7% and 71.5%, respectively, last year. During the year under review, YTL Corp declared two interim dividends in respect of the financial year ended 30 June 2013 amounting to 2.5 sen or 25% per ordinary share of 10 sen each. This is the 29th consecutive year that YTL Corp has declared dividends to shareholders since its listing on the Main Market of Bursa Malaysia Securities Berhad in 1985. Therefore, the Board of Directors of YTL Corp did not recommend a final dividend for the financial year under review.

interest of 58.86%, announced a proposed placement of new units in the Trust, at a price to be determined at a later date, to raise gross proceeds of up to RM800 million and a proposed increase in Starhill REIT’s existing approved fund size from 1.324 billion units to a maximum of 2.125 billion units, as well as the proposed increase in the Trust’s borrowing limit to 60% of total asset value. These proposals are currently pending receipt of the necessary regulatory and unitholder approvals. • Status of utilisation of proceeds from fund-raising exercises – The net proceeds received from the issue of the US$400 million 1.875% Guaranteed Exchangeable Bonds due 2015 (“2015 Bonds”), issued in 2010 by YTL Corp Finance (Labuan) Limited (“YTLCFL”) and guaranteed by YTL Corp, were partially utilised to repay the US$300 million Zero Coupon Guaranteed Exchangeable Bonds due 2012 issued by YTLCFL. The balance of the proceeds of the 2015 Bonds is currently placed under fixed deposits pending investment.

SigniFiCanT CORPORaTe DevelOPmenTS
• On 14 June 2013, Pintar Projek Sdn Bhd, the Manager of Starhill REIT, in which YTL Corp has an effective

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Annual Report 2013



YTL Corporation Berhad

Chairman’s Statement

CORPORaTe ReSPOnSibiliTY & SuSTainabiliTY iniTiaTiveS
For the seventh consecutive year, YTL Corp has issued its “Sustainability Report 2013” as a separate report, to enable its shareholders and stakeholders to better assess the Group’s sustainability record. Meanwhile, YTL Corp’s statements on corporate governance, risk management and internal control, which elaborate further its systems and controls, can be found as a separate section in this Annual Report.

market sentiment and growth prospects (sources: Ministry of Finance, Bank Negara Malaysia updates). YTL Corp’s continued focus on its core competencies and established track record in managing investments, supported by technical know-how and O&M expertise, have combined to ensure the Group’s ongoing success, despite the more volatile and uncertain economic conditions that have become the norm across the globe. YTL Corp remains committed to its proven operational strategies to continue to deliver solid results and drive the Group’s future growth and development. As the Group embarks on another year, the Board of Directors of YTL Corp wishes to take this opportunity to thank the Group’s shareholders, investors, customers, business associates and the regulatory authorities for their ongoing support. We also extend our gratitude to the management and staff of the Group for their efforts in enabling YTL Corp to deliver another strong performance.

FuTuRe PROSPeCTS
The outlook for Malaysia’s economy remains fairly stable with GDP growth for the full 2013 calendar year expected to average between 4.5% and 5.0%, anchored by the continued resilience of domestic demand and supported by a gradual improvement in the external sector. Going forward, the global economy continues to face downside risks, emanating from uncertainty surrounding fiscal and financial policy measures in major economies, including the United States, the Eurozone and China. Whilst domestic demand is expected to remain stable in emerging economies, these wider uncertainties are expected to weigh on

Tan SRi DaTuk SeRi Panglima (DR) YeOh TiOng laY
PSM, SPMS, SPDK, DPMS, KMN, PPN, PJK

Annual Report 2013



YTL Corporation Berhad

7

MANAGING DIRECTOR’S REVIEW

The stability and strength of our core businesses enabled the YTl Corp group to register a solid performance for the 2013 financial year, maintaining revenue of just under the Rm20 billion mark and improving net profit by about 7.9% to Rm1.27 billion. Our cement and utilities divisions remain the major contributors to the group’s performance, whilst the reorganisations of our property development and ReiT businesses, completed over the past two years, have successfully streamlined and improved the operational efficiency of the group as a whole. Our business segments have continued to retain a degree of insulation from downward pressures in the wider economy, owing particularly to regulatory concessions and long-term contracts in our utilities division. Accordingly, despite slow growth in the UK, Wessex Water, our water and sewerage business continues to lead the industry and deliver strong returns, whilst pursuing increasing operational efficiency to manage costs for its customers. Wessex Water’s efficiency improvements and cost management mean that customers’ water and sewerage bills represent just 1.5% of average household expenditure, which is only marginally higher than the 1.4% at privatisation in 1989. Similarly, in Singapore, YTL PowerSeraya maintained a market generation share of about 24.5% of Singapore’s total electricity market. With the co-generation and combined-cycle units now on-line, the division has added high pressure steam to its service range and, in April 2013, also began using degasified liquefied natural gas as a new, alternative fuel source to lower costs. This year, YTL PowerSeraya exported electricity to Tenaga Nasional Bhd in Malaysia on a short-term basis for the second time. This move continues to be a significant milestone for the Group as it has become the first power generation company to facilitate and ensure the smooth crossborder export of electricity between Singapore and Malaysia. This year saw the launch by our 4G mobile broadband division of the Samsung 4G Chromebook, a game-changing device developed by industry giants, Google and Samsung, and powered by the Yes 4G network. The ongoing innovations in the

Tan SRi DaTO’ (DR) FRanCiS YeOh SOCk Ping, Cbe, FiCe Managing Director

8

Annual Report 2013



YTL Corporation Berhad

Managing Director’s Review

division’s product line, coupled with the speed and expanse of the network, have kept the subscriber base growing at sustained levels. In our REIT businesses, Starhill Global REIT, which focuses on prime retail and office space, added to its portfolio this year with the acquisition of Plaza Arcade in Perth, Australia. The acquisition is optimal given the proximity of Plaza Arcade to the Trust’s existing property in Perth, the David Jones Building, and the two buildings both have the shared advantage of dual frontage on Hay Street and Murray Street, the city’s only retail pedestrian avenue. Starhill Global REIT’s portfolio now extends across a broader geographic landscape, from its smaller retail properties in China and Australia, to its more prominent assets in Singapore’s Orchard Road precinct, Kuala Lumpur’s Golden Triangle and Tokyo’s upscale retail districts. Meanwhile, Starhill REIT is in the process of changing its name to YTL Hospitality REIT to better reflect its purpose and composition. The Trust completed the acquisition of the Sydney Harbour, Brisbane and Melbourne Marriott hotels in Australia in November 2012, vastly expanding its international portfolio to one of the largest of any Malaysian REIT, and increasing its asset size to just under RM3.0 billion. These portfolio

enhancements and the diversified revenue structure of the assets between fixed lease income from its Malaysian and Japanese portfolio and variable income from the Australian properties have generated good growth for the Trust. In our residential property development division, the Group’s Sandy Island luxury waterfront collection in Singapore’s Sentosa Cove continues to make its mark in the international real estate arena, winning the award for Best Residential (Low Rise) at the FIABCI Singapore Property Awards 2012. Sandy Island’s win in the Singapore awards qualified the development to compete in FIABCI’s international awards against the best developments in the world, and Sandy Island was named the Gold Winner for Best Residential (Low Rise) at the FIABCI Prix d’Excellence Awards 2013, the international real estate industry’s top accolade. In July 2013, the first two blocks of our new luxury high-rise development in Sentul East, The Fennel, were sold out during the preview, generating the same considerable levels of enthusiasm from purchasers as The Capers last year. The Group remains focused on conceptualising designs that surpass conventional approaches and keep pace with demographic shifts in the marketplace. The homes built by the

YTL Corp Group continue to deliver a proven combination of fine craftsmanship, truly innovative design and inspiring architectural elements that appeal to investment-savvy purchasers and homeowners alike. In all our major divisions, the Group continues to operate on an international level to varying extents. Whilst the wider global economy has seen some improvement, the uncertainty over factors such as future fiscal developments and policy decisions in major economies continues to weigh on market sentiments the world over. Nevertheless, our shareholders and stakeholders know that the YTL Corp Group’s success stems from our focus on the long-term, to ensure the sustained growth and development of the Group and, as we embark on a new year, our journey will not waver from this path. Thank you to all our stakeholders and God bless all of you.

Tan SRi DaTO’ (DR) FRanCiS YeOh SOCk Ping
PSM, FICE, CBE, SIMP, DPMS, DPMP, JMN, JP

Annual Report 2013



YTL Corporation Berhad

9

OPERATIONS REVIEW
Utilities
The Group’s utilities division registered another strong performance for the financial year under review. The Group undertakes its established multi-utility businesses in Malaysia, Singapore, the UK, Indonesia and Australia via its listed subsidiary, YTL Power International Berhad (“YTL Power”). (“TNB”), whilst operation and maintenance (O&M) for the Paka and Pasir Gudang power stations continues to be undertaken by YTL Power Services Sdn Bhd, a wholly-owned subsidiary of YTL Corporation Berhad. Overall plant availability remained good during the year under review with 94.75% at Paka Power Station and 99.26% at Pasir Gudang Power Station. Combined power production by both stations for the year stood at 98.54% of the scheduled quantities. In April 2013, YTL PowerSeraya received Singapore’s first degasified liquefied natural gas (LNG) to be used for power generation. While this signals the start of supply of a new fuel source for the division, it also presents new LNG-related opportunities that YTL PowerSeraya is ready to capitalise on to grow its business. In the same month, the company once again exported electricity to TNB in Malaysia on a shortterm basis. This move is a significant milestone for the Group as it continues to be the first power generation company to facilitate and ensure the smooth crossborder export of electricity between Singapore and Malaysia. In a move to enhance its plant operations, YTL PowerSeraya invested SGD10.0 million to establish two additional gas compressors and improve the gas pipe infrastructure of two units of its combinedcycle power plants. This latest round of enhancements, which were completed in October 2012, led to all four combined-cycle and co-generation units being able to derive higher cost efficiency and rely less on diesel as a secondary fuel, if required. Seraya Energy Pte Ltd (“Seraya Energy”), YTL PowerSeraya’s retail arm, registered a slightly higher market share in the retail electricity sector of 25.3% for the financial year maintaining its leading position as the top energy retailer.

POweR geneRaTiOn, meRChanT mulTi-uTiliTieS & POweR TRanSmiSSiOn
The Group’s power generation (in both contracted and merchant markets), merchant multi-utilities and power transmission businesses are carried out by YTL Power’s wholly-owned subsidiaries in Malaysia and Singapore, and associated companies in Indonesia and Australia.

Operations in Singapore
YTL Power has a 100% stake in YTL PowerSeraya Pte Ltd (“YTL PowerSeraya”) in Singapore, which owns 3,100 MW of installed capacity comprising steam turbine plants, combined-cycle plants and co-generation combined-cycle plants, representing about 25% of Singapore’s total installed generation capacity. YTL PowerSeraya captured a total market generation share of 24.5% and sold 10,933 gigawatt hours (GWh) of electricity during the financial year. With the co-generation and combined-cycle units now on-line, about 944,992 metric tonnes of high pressure steam was generated and sold to nearby petrochemical companies on Jurong Island.

Operations in Malaysia
YTL Power Generation Sdn Bhd, a wholly-owned subsidiary YTL Power, is the owner of its two combined-cycle, gas-fired power stations. Located in Paka, Terengganu, and Pasir Gudang, Johor, the stations have a total generating capacity of 1,212 megawatts (MW) – 808 MW at Paka Power Station and 404 MW at Pasir Gudang Power Station. The Group has a 21-year power purchase agreement with Tenaga Nasional Berhad

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Annual Report 2013



YTL Corporation Berhad

Operations Review

replace Seraya w-gen

Owing to the use of LNG to power its plants in April 2013, customers were able to enjoy lower costs of electricity and Seraya Energy also continued to enhance its customer services through investments in new billing and customer care systems. Seraya Energy’s sustained efforts in maintaining its strong brand presence and exemplary customer service earned the company several awards to add to its list of accolades, including the Business Superbrands Award 2012. In April 2014, the further liberalisation of the Singapore electricity market will see about 70,000 new customer accounts eligible for retail contestability. Although competition in the energy

retail sector remains tight, Seraya Energy is confident that its progressive business model that moves in line with industry developments will ensure that it continues to create value for its customers. Despite a challenging year stemming from the highly volatile oil market, PetroSeraya Pte Ltd (“PetroSeraya”), the trading and fuel management arm of YTL PowerSeraya, delivered a consistently strong performance, albeit at lower trading margins. The company supported its core business with increased oil tank leasing activities, which took up 40% of PetroSeraya’s total oil tank capacity, contributing significantly to the division’s performance.

Annual Report 2013



YTL Corporation Berhad

11

Operations Review
As fuel oil volatility becomes a mainstay in the industry, PetroSeraya continues to upgrade and enhance its facilities to maintain its competitiveness and meet bunkering needs. Smaller jetties are being upgraded to accommodate vessels or oil tankers (otherwise known as Aframax) with size capacities of up to 120,000 metric tonnes. Existing tanks will also be retrofitted to accommodate a new blending facility, whilst pumping facilities will be upgraded to boost overall turnaround time and productivity. These enhancements are targeted to be completed by December 2014.

Operations in Australia
YTL Power has a 33.5% investment in ElectraNet Pty Ltd (“ElectraNet”) in Australia, which is a regulated transmission network service provider in Australia’s National Electricity Market (“NEM”). ElectraNet owns South Australia’s high voltage electricity transmission network, which transports electricity from electricity generators to receiving end-users across the state. ElectraNet’s network covers approximately 200,000 square kilometres of South Australia via more than 5,700 circuit kilometres of transmission lines and 76 high voltage substations. The company also provides the important network link from South Australia to the NEM via two regulated interconnectors, one of which is owned by ElectraNet. The company is regulated by the Australian Energy Regulator which sets revenue caps based on the company’s expected capital expenditure requirements for a five-year regulatory period. The current revenue cap became effective on 1 July 2013 and is valid for a period of five years until 30 June 2018.

The intense summer rainfall caused a number of flooding problems but major investment in sewerage infrastructure over recent years helped to minimise the impact on customers. In 2011, the UK government transferred responsibility for private sewers to water companies, resulting in Wessex Water taking on around 11,000 miles of largely substandard sewers. This, together with the growing impact of climate change, will require major investment in future. The very wet summer also affected bathing water compliance, which slipped from the 100% level of previous years to 94% compliance with mandatory standards. While bathing waters are affected by factors outside Wessex Water’s control, efforts are ongoing to ensure that its sewerage and sewage treatment systems do not have an adverse impact. At Weston-super-Mare, the division completed work on a GBP26.0 million scheme to provide improved treatment and disinfection. Wessex Water maintained 100% compliance with sewage treatment discharge consents, and compliance with drinking water standards continued to exceed 99.9%. The company has continued to become more efficient, delivering savings against both its capital investment programme and operating costs, while at the same time delivering all of the required regulatory outputs.

Operations in Indonesia
YTL Power has an effective interest of 20% in PT Jawa Power (“Jawa Power”) in Indonesia, which owns a 1,220 MW coal-fired thermal power station located at the Paiton Power Generation Complex in Java. The plant supplies power to Indonesia’s national utility company, PT Perusahaan Listrik Negara (Pesero), under a 30-year power purchase agreement. O&M for Jawa Power is carried out by PT YTL Jawa Timur, a wholly-owned subsidiary of YTL Power, under a 30-year agreement. Jawa Power posted another year of strong operational performance with average availability of 94.76% for its financial year ended 31 December 2012 and 92.78% for the six months ended 30 June 2013. The station generated 8,450 GWh of electricity for its financial year compared to 8,163 GWh last year. Technical improvements to the plant during the year included introduction of an automatic lubrication system for shipunloader gantry wheels, applying ceramic lining at the abrasive zone of the transfer chutes to overcome excessive wear problems and equipment modifications to reduce coal dust and spillage.

waTeR & SeweRage SeRviCeS
The Group’s water and sewerage operations are carried out by YTL Power’s wholly-owned subsidiary, Wessex Water Limited, and its subsidiaries (“Wessex Water”) in the UK. The changing climate continued to provide new challenges for Wessex Water as the year began with a drought and was followed by the wettest summer on record. Despite the early dry weather, the division maintained its record of unrestricted water supplies to customers, and it has now been 36 years since any restrictions on water use have been imposed within the Wessex Water region.

12

Annual Report 2013



YTL Corporation Berhad

Operations Review
Wessex Water is halfway through a GBP1.0 billion, five-year investment programme. This programme includes the largest project the division has ever undertaken: the construction of a water supply grid across the Wessex Water region that will reduce abstraction at environmentally sensitive sites and ensure much greater flexibility and resilience in the supply of water to customers. Regulatory league tables continue to identify Wessex Water as the best performing water and sewerage company in England and Wales, with the highest levels of service and efficiency, and the UK Consumer Council for Water also announced that Wessex Water had received fewer complaints than any water company. The Yes mobile broadband division has continued to register growth in subscriber levels, which served to partially mitigate losses arising from network implementation costs. The Yes 4G platform, which commenced commercial operations in November 2010, is being built for scale from the outset and currently covers more than 85% of the Peninsula, with ongoing network expansions in East Malaysia. In May 2013, YTL Comms launched the Samsung 4G Chromebook. Developed by Google and Samsung, the Samsung 4G Chromebook comes with a built-in 4G chipset that enables seamless and always-on Internet, designed from the ground up to work with Yes IDs, providing high-speed mobile Internet connectivity of up to 20 Mbps on the Yes 4G network. The Samsung 4G Chromebook is a new type of computing device, designed by Google to be fast, simple and safe for all users. The device boots in seconds and is pre-installed with popular Google apps, including YouTube, Gmail and Drive, as well as seamless updates and built-in virus protection. The Chromebook comes with 100 GB of Google Drive storage that is free for two years. YTL Comms also entered into a partnership with Konsortium Transnasional Berhad (“KTB”), Malaysia’s largest and widest express bus service, to bring the Yes 4G network to passengers on all of KTB’s nationwide NICE Imperial, NICE coaches, Plusliner and Transnasional bus lines, via mobile 4G Wi-Fi hotspots to be installed in KTB’s buses. This will enable KTB passengers to access high-quality, high-speed mobile Internet on the Yes 4G network utilising any Wi-Fi-enabled device, including laptops, mobile phones and tablets. YTL Comms continued to make good progress on the roll-out of its cloud-based virtual learning platform with high-speed Internet connectivity under the landmark 1BestariNet project, initiated by the Malaysian Ministry of Education. Under the project, over 10,000 primary and secondary public schools in Malaysia will be equipped with 4G Internet access and a virtual learning platform, providing both high-speed Internet connectivity and access to a world-class integrated learning solution.

COmmuniCaTiOnS
The Group’s communications operations in Malaysia are carried out by YTL Communications Sdn Bhd (“YTL Comms”), a 60% subsidiary of YTL Power, which has approval from the Malaysian Communications and Multimedia Commission to operate a 2.3 gigahertz (GHz) wireless broadband network in Malaysia. YTL Comms’ Yes 4G network offers high-speed mobile Internet with voice services and interconnects with all other voice networks (both mobile and fixed line) to provide a converged voice and data service to its customers.

Annual Report 2013



YTL Corporation Berhad

13

Operations Review
Cement Manufacturing
The Group’s cement, ready-mixed concrete and aggregates businesses performed well for the year under review, continuing to deliver the most innovative products and highest levels of service to its customers across the range of residential, commercial, large scale infrastructure and niche projects. The Group continues to be a key supplier for significant infrastructure developments, including the Second Penang Bridge project, the Kuala Lumpur Light Rail Transit (LRT) extension and Klang Valley Mass Rapid Transport (MRT) projects, as well as a number of high-rise buildings and other infrastructure developments throughout the Peninsula. The division remains strongly focused on its research and development (R&D) activities with a view to meeting more demanding building and architectural specifications that have become increasingly prevalent across the construction industry, particularly in the residential sub-sector as developers embark on more ambitious and unique design concepts. The division’s strong R&D efforts have enabled it to innovate and develop the best quality, high performance and ecologically-friendly cement to meet market demand. The need for higher, more ecologicallyfriendly standards is a key driver for the Group’s R&D initiatives. In line with international developments for more environmentally-friendly cement, the Group has participated actively in the development of the Malaysia Standard Specifications for Cement, issued by the Department of Standards Malaysia, under the Ministry of Science, Technology and Innovation. The Group’s blastfurnace cement was the first product in Malaysia to achieve the new BS EN 197-1:2011 certification as a low heat and sulfate resisting cement. The Group has also obtained Singapore’s Green Label certification from the Singapore Environment Council for its range of eight blended cement products, including Blastfurnace Cement, Portland Composite Cement and Ground Granulated Blastfurnace Slag, and continues to innovate to develop its products to international standards. In May 2013, the division’s integrated plant in Perak was certified to the new ISO 50001 (Energy Management System) standard, having implemented the required processes to improve energy performance, including energy efficiency, energy use and consumption. The Group’s other plants have also embarked on the programme to achieve ISO 50001 certification and are in various stages of the process. Construction is well underway on the Group’s fourth integrated cement plant in Malaysia, with a capacity of 5,000 tonnes of cement per day. Built to the latest environmental standards, the new plant is expected to come on-line in 2014, further bolstering the Group’s existing capacity. The plant features the latest technological advancements to meet European standards on lower nitrogen oxide emissions and more energy-efficient operations. Progress has also continued well on the new cement terminal being developed in Singapore which, upon completion, will be the country’s largest cement terminal. The new terminal will cater for the import of various cementitious products and have the capability to produce a range of blended cement products, further expanding the Group’s sizeable operations in Singapore, where demand has remained strong for its range of products. The division’s plant in China continues to maintain its position as one of the major suppliers in the Hangzhou market, with production capacities for 1.55 million tonnes per annum of clinker and 2.00 million tonnes per annum of cement. The plant’s waste heat recovery project, which generates power from waste heat discharged in the cement manufacturing process and recovered from its cement kilns, reduces the plant’s utilisation of coal as a fuel source, as well as its emission of greenhouse gases including carbon dioxide, nitrogen oxide and sulphur oxide, in line with local and national government emissions reduction programmes.

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Construction Contracting
During the year under review, the Group’s construction division completed several phases of the Midfields and Lake Fields mixed residential and commercial developments in Sungei Besi, as well as a new hotel property, The Majestic Hotel Kuala Lumpur. Construction was completed on 343 units of 3-storey terrace houses comprising Dale at Lake Fields and 464 units making up Blocks B and C of the Midfields Condominium development in November 2012. The Group also completed 40 units of 3-storey shop offices comprising Midfields Square, the commercial precinct of its Midfields development, in May 2013. Projects under development include Grove, consisting of 102 units of 3-storey homes at Lake Fields, and Reed, which is made up of 285 units of 3-storey terrace and detached homes. Meanwhile, construction on The Majestic Hotel Kuala Lumpur was completed onschedule in November 2012. The project involved the restoration of the original structure, which was built in the 1930s in a hybrid of the neo-classical and art deco styles of the time, and the addition of the 15-storey hotel block. During the year, work continued to progress well on The Capers at the Group’s Sentul urban regeneration project, due for completion in mid-2014. The Capers is a 2-tower development of 36 storeys each, with 2 low-rise blocks of 5 storeys each on the podium floors of the towers. The distinctive, futuristic design of The Capers’ two towers presents a unique standard in construction and architectural design for the Group. Work is due to commence on the newest residential phase of Sentul, The Fennel, the first two blocks of which were launched in July this year. Similar to The Capers, The Fennel features exceptional design and architectural elements, including suspended swimming pools and tropical verandas, all of which will transform the silhouette of the Kuala Lumpur skyline. The Group has also embarked on the development of 576 units of low-cost apartments in three 24-storey blocks with a 3-storey podium situated off Jalan Sentul, for Keretapi Tanah Melayu Berhad. In its infrastructure portfolio, the Group is undertaking the design, construction and commissioning of the electrified double track extension from Kuala Lumpur International Airport (KLIA) to KLIA2, the low cost carrier terminal currently under development. The project has been extended to late-2013. Meanwhile, in Singapore, the Group is developing a 25-storey block with 77 exclusive residences on Orchard Boulevard which is expected to be completed by 2015.

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Operations Review

Property Development & Investment
The Group’s property development and investment activities encompass residential and commercial developments in Malaysia and residential developments in Singapore, as well a portfolio of commercial, retail and office properties under Starhill Global Real Estate Investment Trust (“Starhill Global REIT”) in Singapore.

low-rise blocks on the podium floors of the towers. The tower units offer 2-bedroom and 3+1-bedroom configurations, whilst the low-rise suites feature 4+1-bedroom duplexes and 2+1-bedroom suites. Set in proximity to each other, The Capers and The Fennel will, upon completion, transform the silhouette of the Kuala Lumpur skyline. In Sentul East, a skywalk across Jalan Sentul connecting the d6 and d7 commercial phases was completed in September 2013, providing a seamless connection between the two buildings. The d6-d7 link is the first phase of the Sentul Skywalk, an integral element of Sentul East’s holistic pedestrian circulation system, designed to enhance the appeal and functionality alike of this stylish and cosmopolitan business precinct. In Singapore, the Group’s premium residential project in the city is a luxury condominium on Orchard boulevard, one of the most prestigious residential addresses in Singapore. Located near the world famous shopping street, Orchard Road, the freehold development is designed by multi-award winning Italian architect and designer Antonio Citterio, renowned for designing the Bvlgari hotels and resort in Milan, London and Bali. The project has received planning

ReSiDenTial & COmmeRCial DevelOPmenTS
The newest phase of the Group’s Sentul development, The Fennel, consists of 916 units housed in four high-rise towers, the first two of which were sold out during their preview in July this year. Amongst its many features and unique architectural elements, The Fennel offers two suspended salt-water swimming pools and a multitude of ‘tropical verandas’, reinterpreted as a series of pocket gardens and sky forests set on selected floors throughout the towers. Progress is ongoing on The Capers at Sentul East, which features 489 units housed in a pair of towers and 5-storey

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approval from Urban Redevelopment Authority of Singapore, and construction has commenced. Featuring 77 exclusive residences, the project is slated for completion by 2015, with plans to preview selected units to the market next year. Sandy island, the Group’s maiden residential project in Singapore, completed last year, was honoured with the prestigious FIABCI Prix d’Excellence Award 2013 for Best Residential (Low Rise) in recognition of its outstanding design. This follows after the project won the FIABCI Singapore Award 2012 for the same category. The international FIABCI Prix d’Excellence Award is also the first-ever for YTL L&D and adds to the project’s numerous accolades. At the Group’s lake Fields development in Sungei Besi, the third and final phase of The Trillium, part of Lake Fields’ commercial development, consisting of 94 units of 3-storey shop offices, was completed in November 2012. In Lake Fields’ residential phases, Dale, which comprises 343 units of 3-storey homes with built-up areas of 2,600 sq. ft., was completed in October 2012, whilst construction on grove and Reed is still underway and progressing well.

Meanwhile, at the midfields development, midfields Square, a commercial phase consisting of 40 units of 3-storey shop offices, was completed in May 2013. The residential phase, midfields Condominium, was completed and handed over to homeowners in December 2012, and is made up of condominium towers developed around a tropical park, featuring a communal pool and waterfall, all set within unique geometric landscaping that offers home owners a modern, accessible and welcoming environment.

Starhill Global REIT’s property portfolio now comprises stakes in Wisma Atria and Ngee Ann City, two prime shopping complexes along Singapore’s famed Orchard Road, six boutique properties in the up-market areas of Omotesando, Roppongi, Harajyuku, Meguro and Ebisu in Tokyo, Japan, a prime retail shopping centre in Chengdu, China, the David Jones Building and Plaza Arcade in Perth, Australia, and Starhill Gallery and parcels in Lot 10 Shopping Centre in Kuala Lumpur’s Golden Triangle. In February 2013, Starhill Global REIT divested Roppongi Primo in Tokyo, Japan, for JPY700 million as part of its strategy to review and re-balance its Japanese portfolio. Meanwhile, on the acquisitions front, the Trust acquired Plaza Arcade, a retail property in Perth’s city centre, for A$48 million (approximately RM144 million) in March 2013. Located next to the REIT’s David Jones Building, Plaza Arcade is a heritage-listed building with dual frontage on Hay Street and Murray Street, the city’s only retail pedestrian street, and is ideally situated to enhance the Trust’s portfolio.

STaRhill glObal ReiT
During the year, the Group increased its interest in Starhill Global REIT to 36.27% (from 29.38% previously) via the conversion of convertible preference units held in the Trust. Starhill Global REIT is listed on the Singapore stock exchange and owns retail and office assets in Singapore, Malaysia, Australia, Japan and China. YTL Starhill Global REIT Management Limited, the manager of the REIT, is a wholly-owned subsidiary of the Group.

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Operations Review
Hotel Development & Management
The Group’s hotel development and management activities are undertaken both directly and through Starhill Real Estate Investment Trust (“Starhill REIT”), a Malaysian-listed real estate investment trust focusing on prime, yield-accretive hotel and hospitality-related assets both in Malaysia and internationally.

niSekO village, hOkkaiDO, JaPan
The Niseko Village is successfully developing into an all-season resort, posting the greatest gains in occupancy and visitors since opening. Today, Niseko Village boasts over 900,000m2 of skiable terrain, an international snow sports school, two golf courses, two international standard hotels, the Hilton Niseko Village and The Green Leaf Niseko Village. Last year the Zip Line Tour, a 1.4 kilometre flying fox aerial cable runway, the longest in Japan, opened in the outdoor nature park. Both hotels won the 2013 TripAdvisor Certificate of Excellence Award.

PangkOR lauT ReSORT
Pangkor Laut Resort continues to be internationally recognised for excellence. Awards won this year include Top 25 Hotels in Malaysia-TripAdvisor Travellers’ Choice 2013; Harper’s Bazaar Malaysia Spa Awards 2013 – Top 5 Valentine’s Destinations and Best Romantic Stay and Best Spa Resort in Expatriate Lifestyle Best of Malaysia Awards 2012. Notable among the many celebrities hosted include Michelin Chef Alain Roux, comedian Miranda Hart, actress Anne Parrilaud and the film director Michael Mann.

Service in Malaysia. Spa Village Tanjong Jara also won several awards from Harper’s Bazaar Malaysia Spa Awards 2013 – Best Body Pampering Ritual: Asam Roselle Treatment; Most Authentic Body Pampering Experience: Boros Puteri; and Best Traditional Body Ritual: Traditional Malay Massage.

CameROn highlanDS ReSORT
Cameron Highlands Resort continues as the premier location of choice. The Resort is now featured as a destination on the Eastern & Oriental Express’ “Fables of the Hills Journey”. The Resort was listed in the Top 25 Luxury Hotels in Malaysia and the Top 25 Hotels for Service in Malaysia by TripAdvisor’s Traveller’s Choice Awards 2013, and its Spa Village was named by AsiaRooms as one of the Top 10 Best Spas 2013. The Resort also won Harper’s Bazaar Malaysia Spa Awards 2013 – Most Luxurious Traditional Experience: The Semai.

TanJOng JaRa ReSORT
Enhancements to the Resort continue. New first-floor Serambi sea view rooms with balconies have proved very popular with guests. Tennis courts have been upgraded. The Resort won TripAdvisor’s Travellers’ Choice Awards 2013 for Top Hotels in Malaysia, Top 25 Luxury Hotels in Malaysia and Top 25 Hotels For

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Operations Review destinations on the French Riviera and media coverage worldwide remains high. The Muse continues to be regularly featured in the prestigious Madame Figaro, Elle, Vanity Fair, as well as many popular European-based lifestyle magazines.

SwaTCh aRT PeaCe hOTel Shanghai, China
The Group manages the Residences and the Shook! Shanghai restaurant at The Swatch Art Peace Hotel. The fourth floor of the Hotel houses the Residences, seven individually designed 40-square metre guestrooms and suites from 180 to 250 square metres. These Residences, designed by the Parisian design firm, Jouin Manku, are inspired by Chinese culture and blend contemporary features with historic elements. The Swatch Art Peace Hotel won the prestigious prize for Daring Design at the Tatler Travel Awards UK 2013 and is a member of The Leading Hotels of the World.

The RiTz-CaRlTOn, kuala lumPuR
The Ritz-Carlton, Kuala Lumpur is planning a renovation of all guest rooms, suites and public areas. When completed, these upgrades will position the Hotel as being without peer in the luxury category of Kuala Lumpur hotels. Awards garnered this year include Top 25 Luxury Hotels in Malaysia by TripAdvisor Traveller’s Choice Awards 2013 and Travel + Leisure Southeast Asia: World’s Best Hotels 2013. Celebrity guests welcomed for the past year included actor Adrien Brody, Dato’ Jimmy Choo and Tan Sri Michelle Yeoh.

& Roses. The Hotel was listed in the Top 25 Luxury Hotels in Malaysia by TripAdvisor Travellers’ Choice Awards 2013. Shanghai Restaurant was named by CNN Travel as one of Kuala Lumpur’s Top 20 Restaurants.

gaYa iSlanD ReSORT, Sabah, malaYSia
The Gaya Island Resort continues to consolidate its commercial success as the preeminent island resort destination in Sabah. It has recently increased its range of PURE activities with the introduction of a programme named Tailored Trails of Borneo. This programme is a collection of four tours to the mainland. Soon to be launched is the Gaya Island Marine Centre, which will champion conservation initiatives. The Resort was named in The Luxe List 2012 of DestinAsian Magazine and Condé Nast Traveler’s Hot List of the world’s best new hotels and spas in 2013.

viSTana gROuP OF hOTelS
The Vistana Hotels in Kuala Lumpur, Kuantan and Penang are undergoing extensive renovations in preparation for a rebranding and product launch in early 2014. The Vistana Group of Hotels aims to redefine itself as a product in line with changing times. When completed, the Vistanas will become the market leader in the business traveller hotel category, once again being the Best in Class.

Jw maRRiOTT hOTel kuala lumPuR
The JW Marriott Hotel Kuala Lumpur continues to be the leading business, meetings and conference hotel in the city with levels of performance topping last year. Celebrities at the hotel included Korean singer PSY and guitarist of Guns

The SuRin PhukeT, ThailanD
Renovations to The Surin Phuket were completed in November 2012, enabling increases in average room rates and a return to historically high occupancies in 2013. Two newly built meeting room

muSe hôTel De luxe, ST. TROPez, FRanCe
The Muse Hotel continues to build its reputation as one of the most desirable
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Operations Review facilities are proving popular, and have added the business market to this Resort’s sales potential.

The maJeSTiC hOTel kuala lumPuR
The Group opened its second Classic Hotel, The Majestic Hotel Kuala Lumpur, in December 2012. Grand Opening festivities continued for three weekends, featuring preformances by the international artistes The Mills Brothers, Freddy Cole and The Rat Pack. This historic site opposite the original Kuala Lumpur Railway Station includes the completely restored Majestic Hotel which first opened in 1932. The hotel has established itself as a “must visit” afternoon tea venue at the Tea Lounge in the restored Majestic Wing. Another dining venue, Contango, has become popular throughout the week as an inter-active dining concept restaurant. The Majestic Ballroom is being established as a important venue for large social events, with a growing reputation for excellence. This 300-room hotel is Kuala Lumpur’s only member of The Leading Hotels of the World. The Majestic Hotel Kuala Lumpur has been named in Condé Nast Traveler’s Hot List of the world’s best new hotels and spas in 2013. The Hotel was also selected as an inaugural recipient of the Best Brands Classic Award at the BrandLaureate Awards 2013.

The gainSbOROugh baTh SPa
Opening in the Spring of 2014, The Gainsborough Bath Spa will be the only hotel to feature direct access to natural thermal waters in the United Kingdom. Located in the heart of Bath, a leisure and wellness destination for over 2,000 years, the hotel occupies three historic buildings, the Elizabethan Helting House, and the Gainsborough and Bellotts, both of the latter are buildings with heritage listed Georgian façades. The Gainsborough Bath Spa’s 99 guestrooms and suites are designed by the awardwinning firm Champalimaud Design. The Gainsborough Bath Spa is the Group’s first Classic Hotel in the United Kingdom, and is a member of The Leading Hotels of the World. The initial interest shown to date by the international press and the English community bodes well for the success of this hotel.

SPa village ReSORT TembOk, bali
The Spa Village Resort continues to develop it product. Latest in its initiatives is the School of Life programme that offers guests an introduction to techniques and life practices, including diet, that enhance a sense of wellbeing. The Resort will hold its fifth annual Oracle Retreat next March, an event that has proven very popular. The Resort was listed in the Top 25 Hotels in Indonesia as well as Top 25 Hotels for Service in Indonesia in TripAdvisor Travellers’ Choice Awards 2013. The Resort also won Harper’s Bazaar Malaysia Spa Awards 2013 – Best Traditional Bridal Ritual: Penganten Melukat.

SPa village China
The Group’s Spa Village brand has expanded its award-winning spa concept to China. The first, Spa Village Hangzhou opened last September. The second, Spa Village Shaoxing, was opened in February 2013 in the Dayu Kaiyuan boutique hotel, Zhejiang Province. Both spas are managed by the Group’s Spa Village brand and owned by Hangzhou Potaala Management Co Ltd.

eaSTeRn & ORienTal exPReSS
The Eastern & Oriental Express has performed well in the past 12 months with marked improvements in revenue. Passenger numbers and fares are up. The popularity of the all-inclusive tour programmes featured in the three

The maJeSTiC malaCCa
The Majestic Malacca continues to be a popular destination with visitors to this historic city and retains its reputation as the best hotel in Malacca. The Hotel was a winner in TripAdvisor’s Traveller’s Choice Awards 2013 for Luxury Hotel in Malaysia, Best Service and Top Hotels in Malaysia. The Hotel also won Harper’s Bazaar Malaysia Spa Awards 2013 – Traditional De-stressing Massage: Nutmeg Rice Rolling Massage and Expatriate Lifestyle Malaysia – Best of Malaysia Awards 2012 – Best Boutique Stay: Excellence Award.

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Chronicles of South-East Asia journeys has enabled this result. There may be an opportunity to operate in Cambodia soon providing the E&O new destinations in the next two years.

from cyclical and event-driven vagaries of the hospitality industry, as well as variable income from its Australian portfolio enabling the Trust to benefit from the potential upside generated from better performance of those assets. The diversity of the portfolio and revenue structure of the various assets has been optimal in enabling the Trust to achieve a solid performance for the financial year under review.

STaRhill ReiT
Following the successful completion of Starhill REIT’s repositioning exercise to transform the Trust into a pure-play hospitality REIT during the previous financial year, the 2013 financial year saw no loss in momentum with the acquisition of three Marriott properties in Australia, vastly expanding the Trust’s international portfolio to one of the largest of any Malaysian REIT, and increasing its asset size to just under RM3.0 billion. The Trust is also in the process of changing its name to YTL Hospitality REIT. The Trust’s acquisition of the Sydney Harbour, Brisbane and Melbourne Marriott hotels in Australia, completed in November 2012, presented a unique opportunity to acquire yield-accretive, fully operating and profitable assets in Australia’s major business and tourist destinations. These acquisitions have diversified the Trust’s revenue streams into stable, fixed, medium to long term lease income from its Malaysian and Japanese portfolio, which is insulated

Malaysian Portfolio
Following the completion of its acquisition of 8 hotel properties in November 2011, the Trust now has a well-balanced portfolio of hotel and hospitality-related assets across Malaysia, comprising five-star hotels and serviced residences, luxury resorts and business hotels, and continues to remain largely insulated from economic volatility through its fixed lease arrangements for the properties. Starhill REIT’s three prime properties in Kuala Lumpur’s prestigious Golden Triangle district are the JW Marriott Hotel Kuala Lumpur, The Ritz-Carlton, Kuala Lumpur, and The Residences at The Ritz-Carlton, Kuala Lumpur. These properties have continued to perform well owing to their strategic locations

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Operations Review within the city’s vibrant business and tourism hub and close proximity to Starhill Gallery, which offers guests a multitude of fine dining options in its acclaimed Feast Village, as well as banquet and conference facilities from the Carlton Conference Centre. Within the Trust’s portfolio of luxury resorts, the range of services and experiences has been differentiated to cater to increasing demand from affluent customers from Europe, the Americas and the Asia-Pacific rim. Pangkor Laut Resort, on the west coast of the Peninsular, and Tanjong Jara Resort, on the east coast, feature pristine beaches and marine ecosystems, whilst Cameron Highlands Resort, situated at approximately 1,500 metres above sea level in the acclaimed hill retreat and holiday destination of Cameron Highlands, offers a more temperate climate and environment. The third component of the Trust’s Malaysian portfolio is the Vistana chain of hotels which operates business hotels in Kuala Lumpur, Penang and Kuantan, each of which is situated to grant easy access to the city’s major business centres and is designed to cater to both local and international business travellers. the Sydney Opera House. The 186-room Melbourne Marriott is located close to the city’s theatre precinct and within minutes of the Bourke and Collins street shopping districts, Chinatown, the Melbourne Museum and the Royal Exhibition Building. Similarly welllocated, the Brisbane Marriott, which consists of 263 rooms and 4 suites, is situated between Brisbane’s CBD and the Fortitude Valley hub, close to shopping, riverside dining, and the city’s corporate and cultural locales. All three properties achieved strong occupancy levels during the financial year under review of 84.3% at the Sydney Harbour Marriott, 85.3% at the Melbourne Marriott and 73.90% at the Brisbane Marriott, during the period from the Trust’s acquisition of the hotels to the end of the financial year under review. Starhill REIT is afforded the benefit of a variable source of income from the operation of its hotel assets in Australia thereby providing the Trust’s portfolio with a good mix of fixed and variable income.

International Portfolio
Starhill REIT’s international portfolio comprises assets in Japan and Australia. Hilton Niseko in Hokkaido, Japan, is one of Asia’s most well-rounded winter and summer resort destinations, primarily targeting high income individual travellers and groups from both Japan and overseas, and is a cornerstone of Niseko Village. Meanwhile, Starhill REIT’s new Australian assets benefit from excellent positioning, in terms of both location and product offerings. Each property is situated within the central business district (CBD) of its city and ideally positioned to serve both business and leisure travellers alike. The Sydney Harbour Marriott is a 5-star, 563-room hotel set in the heart of Circular Quay, overlooking iconic landmarks including Harbour Bridge and

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IT & e-Commerce Initiatives
The Group continued to benefit from the licence of its WiMAX spectrum. Following the launch of the ‘Yes’ mobile Internet with voice service in late 2010 by YTL Communications Sdn Bhd, the service has continued to expand its network coverage to over 85% of the Peninsula, as well as enlarging its range of compatible devices with the launch this year of the Samsung 4G Chromebook, the first of its kind in Malaysia. These developments have served to attract new customers and grow the subscriber base. Meanwhile, YTL Info Screen Sdn Bhd (“YTLIS”), the Group’s subsidiary which carries out its digital media narrowcasting and content operations, performed well during the year, developing its customer

base and increasing its digital media advertising sales. YTLIS creates content and delivers advertising on digital narrowcast media networks in the renowned Bintang Walk area of Kuala Lumpur, the digital “cube” fronting Lot 10 shopping centre, digital networks in other shopping centres such as Starhill Gallery and on the Kuala Lumpur Express Rail Link (KLIA Ekspres) trains. YTLIS has been in expansion mode, and directly benefitted from its investment in media expansion and network modernisation, which helped drive revenue growth. Advertisers secured during the period included CIMB Bank, ACER, Malaysia Airlines, Honda, ASTRO, MasterCard, Starbucks, Australia Tourism, Harrods, Blackberry, Samsung, Universal TV, Shell as well as other local brand names.

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FunD RaiSing FOR COnSeRvaTiOn eFFORTS
YTL Hotels & Properties Sdn Bhd and Autodome Sdn Bhd, both wholly-owned subsidiaries of YTL Corporation Berhad, embarked on an initiative to raise funds on a recurring basis with Reef Check Malaysia (RCM), Evian and GBA Corporation Sdn Bhd, Evian’s distributor in Malaysia. This project aims to reduce the consumption of plastic bottles and highlights the importance of environmental conservation by encouraging customers to switch to glass bottles. The project also raises awareness about the importance of coral reefs in marine ecosystems.

Protection of the Environment

“We strongly believe that environmental protection is an ethical responsibility and a moral issue, not a political one. Our long-term commitment and passionate involvement in its conservation through the years stems from this belief. As business leaders, we have great opportunity to use our positions, influence and connections to affect change at a higher level, within and beyond our borders.”
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Cbe, FiCe,
Managing Director of YTL Corporation Berhad

CORPORATE EVENTS

11 OCTObeR 2012 ElectraNet Pty Ltd Wins AIPM 2012 National Award
ElectraNet Pty Ltd, an associated company of the YTL Corporation Berhad Group, won the 2012 national award from the Australian Institute of Project Management (AIPM) for a Construction/ Engineering Project in excess of A$100 million for its Adelaide Central Reinforcement (ACR) project. The AIPM is the highly-respected peak body for project management in Australia, which encourages national excellence through professionalism in project management.

From left to right:- Mr Philip Ho, Vice President Asia Pacific, The Leading Hotels of the World; Dato’ Mark Yeoh Seok Kah, Executive Director of YTL Corporation Berhad; and Mr Carl Kono, Executive Vice President, Operations, YTL Hotels & Properties Sdn Bhd, at the official signing ceremony

17 OCTObeR 2012 The Leading Hotels of the World – The Majestic Hotel Kuala Lumpur
The Majestic Hotel Kuala Lumpur received a stellar recognition as it became the only hotel in Kuala Lumpur to be included in The Leading Hotels of the World (LHW) luxury collection, comprising the most illustrious hotels around the world, which set the benchmark for the luxury hospitality industry. Other members of the LHW collection include The Ritz in London, The Pierre in New York, Hotel Le Bristol in Paris and Villa d’Este in Lake Como, Italy.

14 nOvembeR 2012 Singapore Business Superbrands Awards 2012
Seraya Energy Pte Ltd, the retail arm of YTL PowerSeraya Pte Ltd, which is a subsidiary of the YTL Corporation Berhad Group, was a winner at Singapore’s Business Superbrands Awards 2012, for the second time. The award recognises top brands in Singapore’s business-to-business industry based on product quality, brand reputation, market share, achievement, innovation and social responsibility. 26
Dato’ Sri Dr Ng Yen Yen, Malaysian Tourism Promotion Board Chairman, and Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad, officiating the opening gala night

28 nOvembeR 2012 Starhill Gallery’s ‘A Journey Through Time VI’
Starhill Gallery held ‘A Journey Through Time’, its luxury watch and jewellery showcase, for the sixth year, attended by watch aficionados from around the world.

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Corporate Events
8 DeCembeR 2012 Grand Opening of The Majestic Hotel Kuala Lumpur
The Majestic Hotel Kuala Lumpur held its grand opening in December 2012. Built in the 1930s, the hotel was the largest and grandest hotel in the city at its height, unrivalled for prestige and luxury. Newly restored, The Majestic Hotel Kuala Lumpur includes the original Hotel Majestic, which is a gazetted national heritage site, and features the full range of amenities and luxuries that are the hallmarks of the YTL Corporation Berhad Group’s hotels and resorts.

Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay (right), Executive Chairman of YTL Corporation Berhad, receiving the key from Mr Lim Heng Suan, former bookkeeper at the original Hotel Majestic

31 JanuaRY 2013 FrogTrade Ltd Wins ‘ICT Company of the Year’ at the BETT Awards 2013
FrogTrade Ltd, developer of the Frog Virtual Learning Platform, was named ‘ICT Provider of the Year’ at the prestigious BETT Awards 2013 in the United Kingdom. YTL Communications Sdn Bhd and FrogAsia Sdn Bhd, both subsidiaries of the YTL Corporation Berhad Group, are working closely with FrogTrade Ltd to deliver a holistic learning experience to over 10,000 primary and secondary schools in Malaysia, utilising the Frog Virtual Learning Environment and 4G Internet connectivity, under the 1BestariNet project.

11 FebRuaRY 2013 YTL Corporation Berhad Chinese New Year Open House
YTL Corporation Berhad ushered in the Year of the Snake at its Chinese New Year Open House which was held at the JW Marriott Hotel Kuala Lumpur. The Prime Minister of Malaysia, Dato’ Sri Mohd Najib bin Tun Abdul Razak, and his wife Datin Seri Rosmah Mansor were guests of honour at the event hosted by Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay, Executive Chairman of YTL Corporation Berhad, and Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad.

Beginning 4th from left:- Mr Gareth Davies, Managing Director of FrogTrade Ltd, Ms Sarah Van Haazel, Finance Director of FrogTrade Ltd, and Datin Kathleen Chew Wai Lin, Group Legal Counsel of YTL Corporation Berhad, at the awards presentation in London

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Corporate Events

From left to right:- Mr Ali Tabassi, Chief Operating Officer of YTL Communications Sdn Bhd; Dato’ Yeoh Soo Keng, Executive Director of YTL Corporation Berhad; Dato’ Yeoh Seok Hong, Executive Director of YTL Corporation Berhad; Dato’ Sri Mohd Nadzmi Mohd Salleh, Chairman & Managing Director of Konsortium Transnasional Berhad; Tengku Hasmadi Tengku Hashim, Executive Director of Konsortium Transnasional Berhad; Mr Wing K Lee, Chief Executive Officer of YTL Communications Sdn Bhd; and Mr Jacob Yeoh Keong Yeow, Deputy Chief Executive Officer of YTL Communications Sdn Bhd and Executive Director of YTL e-Solutions Berhad

14 maRCh 2013 Strategic Partnership between Yes & Konsortium Transnasional Berhad
Yes, one of the most advanced 4G networks in the world, and Konsortium Transnasional Berhad (KTB), Malaysia’s largest and widest express bus service, launched a revolutionary partnership to bring the award-winning Yes 4G network to passengers on KTB’s nationwide NICE Imperial, NICE coaches, Plusliner and Transnasional bus lines, via mobile 4G Wi-Fi hotspots installed in KTB’s buses.

24 aPRil 2013 Wessex Water Services Limited Wins the Queen’s Award for Enterprise in Sustainable Development
Wessex Water Services Limited, a subsidiary of the YTL Corporation Berhad Group, retained the Queen’s Award for enterprise in sustainable development and it is the only water firm to have won the award twice. The company was given the award for adopting a sustainable procurement policy and having strategies for waste management and recycling.

Ms Jessie Holmberg, Executive Director of Cerebral Palsy Alliance Singapore, and Mr John Ng of YTL PowerSeraya Pte Ltd

9 maY 2013 ‘Charity Bowl-for-Lunch’ Raises SGD70,000
YTL PowerSeraya Pte Ltd, a subsidiary of the YTL Corporation Berhad Group, raised $70,000 for GROW (Goodwill, Rehabilitation and Occupational Workshop), the company’s adopted charity, through a ‘Charity Bowl-for-Lunch’, its first major organised fund raising event.

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YTL Corporation Berhad

Corporate Events
14 maY 2013 Establishment of the Yeoh Tiong Lay Centre for Politics, Philosophy & Law at King’s College London
The Yeoh Tiong Lay Centre for Politics, Philosophy & Law was established with a £7.0 million donation from YTL Foundation to King’s College London. The work of the Yeoh Tiong Lay Centre will underpin the teachings of King’s College London’s new Politics, Philosophy & Law (PPL) LLB degree, a unique programme that allows students to fulfil the requirements of a qualifying law degree while being able to choose from a range of modules in philosophy and political economy. The donation will provide for 3 new academic posts and 16 Yeoh Tiong Lay LLM scholarships of £30,000 each, with preference given to students who are residents of Malaysia.

From left to right:- Professor Sir Richard Trainor, Principal of King’s College London; Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad; Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay, Executive Chairman of YTL Corporation Berhad; and Puan Sri Datin Seri Panglima Tan Kai Yong @ Tan Kay Neong, at the official launch

From left to right:- Ms Diane Burke, Head of Marketing & Communications, First Great Western (UK), and member of the Judging Panel at the Global AirRail Awards 2013; Puan Noormah Mohd Noor, Chief Executive Officer of Express Rail Link Sdn Bhd; and Mr Thomas Baake, Chief Executive Officer of ERL Maintenance Support Sdn Bhd

Mr Wing K Lee, Chief Executive Officer of YTL Communications Sdn Bhd (right), receiving the award at the ceremony

22 maY 2013 2013 Frost & Sullivan Award for Most Promising Telecom Service Provider
YTL Communications Sdn Bhd, a subsidiary of the YTL Corporation Berhad Group and a global frontrunner in mobile 4G, earned another prestigious accolade by winning the ‘Most Promising Telecom Service Provider of the Year’ at the Frost & Sullivan 2013 Malaysia Excellence Awards for YES, Malaysia’s fastest 4G mobile Internet with voice service.

16 maY 2013 Express Rail Link Sdn Bhd Wins Environmental Commitment Award
Express Rail Link Sdn Bhd won the Environmental Commitment Award at the Global AirRail Awards 2013 held in Frankfurt, Germany. YTL Corporation Berhad holds a 50% stake in Express Rail Link Sdn Bhd, which owns and operates the highspeed KLIA Ekpres and KLIA Transit rail link services between the Kuala Lumpur International Airport and KL Sentral.
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“An excellent education should be the right of every child and we are committed to ensuring our students have access to the best the world has to offer. With so much information and so many educational resources available today through the Internet, there are huge opportunities for learning without boundaries. We need to ensure that our students are not left out and that they are able to tap into these resources to make learning better and more engaging.”
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Cbe, FiCe,
Managing Director of YTL Corporation Berhad

Supporting Education & Community Development

ChROmebOOk & inTeRneT COnneCTiviTY SPOnSORShiP PROgRamme
YTL Foundation’s Chromebook and Internet connectivity sponsorship programme was developed for eligible teachers, students, schools and institutions to encourage the use of technology by providing access to devices and the Internet. As part of this programme, YTL Foundation provides 200MB worth of data to all teachers, parents and students under the 1BestariNet project to make full use of Yes 4G mobile Internet services to support continuous education outside schools.

Corporate Events

From left to right:- Mr Ian Son, IM-Business Development Director, Samsung; Mr Kwon Jae Hoon, Managing Director, Samsung Malaysia; Mr Wing K Lee, Chief Executive Officer of YTL Communications Sdn Bhd; Mr David Song, Head of Global PC Sales & Marketing, Samsung; Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad; Mr Caesar Sengupta, Product Management Director, Google; Dato’ Yeoh Seok Hong, Executive Director of YTL Corporation Berhad; and Mr Felix Lin, Director of Product Management, Chrome OS, Google

22 maY 2013 Yes-Samsung 4G Chromebook Launch
YTL Communications Sdn Bhd launched the world’s first Samsung 4G Chromebook, developed by Google and Samsung and powered by the Yes 4G network. The Samsung 4G Chromebook has built-in connectivity to Malaysia’s largest and widest 4G network, and is designed to work with Yes IDs.

Mr Joseph Yeoh Keong Shyan (2nd from right), Vice President of YTL Hotels & Properties Sdn Bhd, at the awards presentation in Taichung, Taiwan

28 June 2013 Ceremony at China’s National Museum

27 maY 2013 Sandy Island Wins 2013 FIABCI Prix d’Excellence Award
YTL Land & Development Berhad’s Sandy Island development in Sentosa Cove, Singapore, was named as the Gold Winner at the prestigious FIABCI Prix d’Excellence Awards in the Residential (Low Rise) Category. YTL Land & Development Berhad also received the FIABCI-Singapore Property Award in October 2012, qualifying the development to compete internationally for the acclaimed Prix d’Excellence honour. 32
Annual Report 2013 •

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad, and Mr Henri Pinault, Chief Executive Officer of Kering, at the Pinault family’s ceremony at China’s National Museum in Beijing to return two rare bronze zodiac sculptures to the Chinese Government. The sculptures were looted from Beijing’s Summer Palace by troops during the 1860s and were officially returned to China by the Pinault family, owners of the French luxury group, Kering, at the ceremony attended by Chinese Vice Premier Liu Yandong, government officials, and close friends of the Pinault family.

YTL Corporation Berhad

Corporate Events

8 JulY 2013 Meeting with Swatch Group President
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping (right), Managing Director of YTL Corporation Berhad, with Ms Celia Gumbau (centre), Director of Marketing, Muse Hôtel de Luxe, and Mr Georges Nicholas Hayek Jr (left), President of the Executive Group Management Board and Director of Swatch Group, at a meeting held at the Muse Hôtel De Luxe in St Tropez, France, which is owned by the YTL Corporation Berhad Group.

From left to right:- Mr Mark Chang, Chief Executive Officer of JobStreet. com; team leader Dr Ong Shien Jin; medallists Mr Tham Ying Hong and Mr How Si Yu; and Mr Wing K Lee, Chief Executive Officer of YTL Communications Sdn Bhd, at the event in Brisbane, Australia

18 JulY 2013 Sponsorship of International Olympiad in Informatics 2013
Two young Malaysians created history by winning the country’s first two silver medals at the 25th International Olympiad in Informatics (IOI) 2013, the world’s most prestigious algorithmic computer programming competition for students. YTL Foundation was an event sponsor and donated 5 Chromebooks for the Olympiad training program.

From left to right:- Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad; celebrity food critic Mr Chua Lam; Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay, Executive Chairman of YTL Corporation Berhad; and Mr Joseph Yeoh Keong Shyan, Vice President of YTL Hotels & Properties Sdn Bhd From left to right:- Mr Cezar Peralta Consing, President & CEO, Bank of Phillipine Islands; Tan Sri (Dr) Tony Fernandes, Group CEO, AirAsia; Mr Emirsyah Satar, President Director, Garuda Indonesia; and Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad, with other NAF delegates at the forum

1 SePTembeR 2013 Opening of Lot 10 Hutong Guangzhou
Lot 10 Hutong Guangzhou was officially opened at the Fuli Yingxin Building in Guangzho. Located in Zhujiang New Town Development, which is the new central business district and financial centre of Guangzhou, Lot 10 Hutong Guangzhou offers the best of Malaysian hawker fare in China.

23 auguST 2013 Inaugural Network ASEAN Forum (NAF) 2013, Singapore
Key business leaders from across ASEAN gathered for the inaugural Network ASEAN Forum to brainstorm solutions to some of the issues obstructing the creation of an integrated ASEAN Economic Community (AEC), organised by the ASEAN Business Club and CIMB ASEAN Research Institute.
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Corporate Events

6 SePTembeR 2013 Leaps of Knowledge: An Evening with Nick Vujicic
Over 1,700 parents, teachers and students were given the special opportunity to hear world-renowned inspirational speaker Mr Nick Vujicic in person at ‘Leaps of Knowledge: An Evening with Nick Vujicic’, the first in a series of talks, seminars, workshops and conferences designed to inspire and enlighten Malaysians, presented by FrogAsia Sdn Bhd, a subsidiary of the YTL Corporation Berhad Group, and sponsored by YTL Foundation.

Ms Ho Say Keng, Group Company Secretary/ Accountant, YTL Corporation Berhad, receives the award from Mr Siddiq Bazarwala, Publisher & Chief Executive Officer, Alpha Southeast Asia, at the presentation in Kuala Lumpur

20 SePTembeR 2013 Courtesy Visit with Bank of China
Mr Tian Guoli, Chairman of Bank of China, and Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director of YTL Corporation Berhad, at the Bank of China Networking Event held at the Shangri-La Hotel in Singapore. China’s most international and diversified bank, Bank of China is listed on the Hong Kong and Shanghai stock exchanges, with operations across the Chinese mainland, Hong Kong, Macau, Taiwan and 36 other countries internationally.

12 SePTembeR 2013 3rd Annual Southeast Asia Institutional Investor Awards
YTL Corporation Berhad won awards for ‘Strongest Adherence to Corporate Governance’ and ‘Best Strategic Corporate Social Responsibility’ at the 3rd Annual Southeast Asia Institutional Investor Awards (Malaysia) by Alpha Southeast Asia.

23 SePTembeR 2013 Signing Ceremony with Intel Corporation
YTL Communications Sdn Bhd, a subsidiary of the YTL Corporation Berhad Group, entered into a memorandum of understanding with Intel Corporation on future collaboration, at a meeting in San Jose, California.

From left to right:- Mr Behnam Neekzad, VP Core Network Engineering, YTL Communications Sdn Bhd; Ms Yasmin Mahmood, Director of YTL Communications Sdn Bhd and Executive Director of YTL e-Solutions Berhad; Mr Wing K Lee, Chief Executive Officer, YTL Communications Sdn Bhd; Mr Navin Shenoy, VP in Client Platforms, Intel; Dato’ Yeoh Seok Hong, Executive Director, YTL Corporation Berhad; Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director, YTL Corporation Berhad; Mr Brian Krzanich, Chief Executive Officer, Intel; Mr Erick Reid, General Manager in Application Processor Platform, Intel; Mr John Galvin, VP Sales & Marketing Group, Intel; Mr Uday Marty, Managing Director for South East Asia, Intel; and Mr Prakash Mallya, Country Manager for Malaysia & Singapore, Intel

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Corporate Events

From left to right:- Mr Behnam Neekzad, VP Core Network Engineering, YTL Communications Sdn Bhd; Mr Caesar Sengupta, Product Management Director, Google; Mr Wing K Lee, Chief Executive Officer, YTL Communications Sdn Bhd; Mr Felix Lin, Director of Product Management, Chrome OS, Google; Mr Sundar Pichai, Senior Vice President for Android, Chrome and Google Apps, Google; Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Managing Director, YTL Corporation Berhad; Dato’ Yeoh Seok Hong, Executive Director, YTL Corporation Berhad; and Ms Yasmin Mahmood, Director of YTL Communications Sdn Bhd and Executive Director of YTL e-Solutions Berhad

23 SePTembeR 2013 Collaboration with Google Chrome
YTL Communications Sdn Bhd, a subsidiary of the YTL Corporation Berhad Group, met with Google Chrome at Google’s headquarters in Mountain View, California. In May 2013, YTL Communications Sdn Bhd launched the Samsung 4G Chromebook which is developed by Google and Samsung and powered by the Yes 4G network.

3 OCTObeR 2013 Meeting of the HSBC Board of Directors
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping (right), Managing Director of YTL Corporation Berhad and Independent Non-Executive Director of The Hong Kong and Shanghai Banking Corporation Limited (HSBC), with Mr Stuart Gulliver (centre), Chief Executive Officer of HSBC, and Mr William Fung (left), Non-Executive Director of HSBC, at the company’s board meeting in Hong Kong.

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YTL Corporation Berhad

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The ORiginal RaT PaCk aT The maJeSTiC ChRiSTmaS ball
YTL Power Generation Sdn Bhd, a subsidiary of YTL Corporation Berhad, sponsored The Majestic Christmas Ball in December 2012, a fund-raising event in aid of Hospis Malaysia, at The Majestic Hotel Kuala Lumpur, featuring The Original Rat Pack, performing with a 20-piece live band. The Original Rat Pack is a tribute ensemble featuring Stefan Triffitt, George Daniel Long and Mark Adams, showcasing the legendary performances of Frank Sinatra, Sammy Davis Jr and Dean Martin.

Promotion of Arts & Culture

“Our love for the arts compels us to support the development of our national performing arts community and endeavour to make its productions more accessible, so that all Malaysians can appreciate the creative talents and beauty of this country’s unique performing arts scene.”
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Cbe, FiCe,
Managing Director of YTL Corporation Berhad

NOTICE OF ANNUAL GENERAL MEETING nOTiCe iS heRebY given ThaT the Thirtieth Annual General Meeting of YTL Corporation Berhad (“the Company”) will be held at The Banquet Hall, Level 3, Conference Center, The Ritz Carlton Kuala Lumpur, 168 Jalan Imbi, 55100 Kuala Lumpur on Tuesday, the 26th day of November, 2013 at 4.00 p.m. to transact the following business:aS ORDinaRY buSineSS
1. To lay before the meeting the Audited Financial Statements for the financial year ended 30 June 2013 together with the Reports of the Directors and Auditors thereon; To re-elect the following Directors who retire pursuant to Article 84 of the Company’s Articles of Association:(i) (ii) Dato’ Yeoh Seok Kian Dato’ Mark Yeoh Seok Kah Resolution 1 Resolution 2 Resolution 3 Please refer Explanatory Note A

2.

(iii) Dato’ Cheong Keap Tai 3. To consider and if thought fit, pass the following Ordinary Resolutions in accordance with Section 129(6) of the Companies Act, 1965:(i) “THAT Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next Annual General Meeting.” “THAT Dato’ (Dr) Yahya Bin Ismail, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next Annual General Meeting.”

Resolution 4

(ii)

Resolution 5

(iii) “THAT Eu Peng Meng @ Leslie Eu, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next Annual General Meeting.” 4. To approve the payment of Directors’ fees amounting to RM550,000 for the financial year ended 30 June 2013; To re-appoint the Auditors and to authorise the Directors to fix their remuneration.

Resolution 6

Resolution 7 Resolution 8

5.

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Notice of Annual General Meeting aS SPeCial buSineSS
To consider and, if thought fit, pass the following resolutions:ORDinaRY ReSOluTiOnS:6. COnTinuing in OFFiCe aS inDePenDenT nOn-exeCuTive DiReCTORS (i) “THAT subject to the passing of the Ordinary Resolution 3, approval be and is hereby given to Dato’ Cheong Keap Tai, who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company.” “THAT subject to the passing of the Ordinary Resolution 5, approval be and is hereby given to Dato’ (Dr) Yahya Bin Ismail, who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company.”

Resolution 9

(ii)

Resolution 10

(iii) “THAT subject to the passing of the Ordinary Resolution 6, approval be and is hereby given to Eu Peng Meng @ Leslie Eu, who has served as Independent Non-Executive Director for a cumulative term of more than nine years, to continue to serve as an Independent NonExecutive Director of the Company.” 7. PROPOSeD auThORiTY TO allOT ShaReS PuRSuanT TO SeCTiOn 132D OF The COmPanieS aCT, 1965 “THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.” 8. PROPOSeD Renewal OF ShaRe buY-baCk auThORiTY “THAT subject to the Company’s compliance with all applicable rules, regulations, orders and guidelines made pursuant to the Companies Act, 1965, the provisions of the Company’s Memorandum and Articles of Association and the Main Market Listing Requirements (“Main LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of all relevant authorities, the Company be and is hereby authorised, to the fullest extent permitted by law, to buy-back and/ or hold from time to time and at any time such amount of ordinary shares of RM0.10 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company (“the Proposed Share Buy-Back”) provided that:-

Resolution 11

Resolution 12

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Notice of Annual General Meeting
(i) The maximum number of shares which may be purchased and/or held by the Company at any point of time pursuant to the Proposed Share Buy-Back shall not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company for the time being quoted on Bursa Securities provided always that in the event that the Company ceases to hold all or any part of such shares as a result of, amongst others, cancellation of shares, sale of shares on the market of Bursa Securities or distribution of treasury shares to shareholders as dividend in respect of shares bought back under the previous shareholder mandate for share buy-back which was obtained at the Annual General Meeting held on 27 November 2012, the Company shall be entitled to further purchase and/or hold such additional number of shares as shall (in aggregate with the shares then still held by the Company) not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company for the time being quoted on Bursa Securities; The maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy-Back shall not exceed the sum of Retained Profits and the Share Premium Account of the Company based on its latest audited financial statements available up to the date of a transaction pursuant to the Proposed Share Buy-Back. As at 30 June 2013, the audited Retained Profits and Share Premium Account of the Company were RM4,651,693,000 and RM1,987,700,000 respectively; and

(ii)

(iii) The shares purchased by the Company pursuant to the Proposed Share Buy-Back may be dealt with by the Directors in all or any of the following manner:(a) the shares so purchased may be cancelled; and/or

(b) the shares so purchased may be retained in treasury for distribution as dividend to the shareholders and/or resold on the market of Bursa Securities and/or subsequently cancelled; and/or (c) part of the shares so purchased may be retained as treasury shares with the remainder being cancelled.

AND THAT such authority shall commence upon the passing of this resolution, until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required by law to be held unless revoked or varied by Ordinary Resolution of the shareholders of the Company in general meeting, whichever occurs first, but so as not to prejudice the completion of a purchase made before such expiry date; AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to give effect to the Proposed Share Buy-Back with full powers to amend and/or assent to any conditions, modifications, variations or amendments (if any) as may be imposed by the relevant governmental/regulatory authorities from time to time and with full power to do all such acts and things thereafter in accordance with the Companies Act, 1965, the provisions of the Company’s Memorandum and Articles of Association and the Main LR of Bursa Securities and all other relevant governmental/regulatory authorities.” 9. PROPOSeD Renewal OF ShaRehOlDeR manDaTe anD new ShaRehOlDeR manDaTe FOR ReCuRRenT RelaTeD PaRTY TRanSaCTiOnS OF a Revenue OR TRaDing naTuRe “THAT the Company and/or its subsidiaries be and is/are hereby authorised to enter into recurrent related party transactions from time to time with Related Parties who may be a Director, a major shareholder of the Company and/or its subsidiaries or a person connected with such a Director or major shareholder, as specified in section 2.1.2 (a) & (b) of the Circular to Shareholders dated 4 November 2013 subject to the following:-

Resolution 13

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YTL Corporation Berhad

Notice of Annual General Meeting
(i) the transactions are of a revenue or trading in nature which are necessary for the day-to-day operations of the Company and/or its subsidiaries and are transacted on terms consistent or comparable with market or normal trade practices and/or based on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders; and disclosure is made in the annual report of the aggregate value of transactions conducted during the financial year pursuant to the shareholder mandate in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

(ii)

THAT the mandate given by the shareholders of the Company shall only continue to be in force until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (the “Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); unless revoked or varied by Ordinary Resolution of the shareholders of the Company in general meeting, whichever is the earlier; AND THAT the Directors of the Company be authorised to complete and do such acts and things as they may consider expedient or necessary to give full effect to the shareholder mandate.” 10. PROPOSeD iSSue OF OPTiOnS TO Faiz bin iShak “THAT the Board be and is hereby authorised at any time and from time to time to cause the offering and granting to Faiz Bin Ishak, an Independent Non-Executive Director of the Company, options to subscribe for up to 10% of the new ordinary shares of the Company available under the Company’s Employees Share Option Scheme (“ESOS”) approved by the members of the Company at the Extraordinary General Meeting held on 30 November 2010, subject always to such terms and conditions and/or any adjustments which may be made in accordance with the By-laws governing and constituting the ESOS and the Board be and is hereby authorised to allot and issue from time to time such number of new shares to Faiz Bin Ishak upon his exercise of options under the ESOS.”

Resolution 14

Resolution 15

SPeCial ReSOluTiOn:11. PROPOSeD amenDmenTS TO aRTiCleS OF aSSOCiaTiOn OF The COmPanY “THAT the proposed amendments to the Articles of Association of the Company as set out in Appendix ‘A’ of the Statement/Circular to Shareholders dated 4 November 2013 be and are hereby approved and adopted AND THAT the Directors be and are hereby authorised to carry out all the necessary steps to give effect to the amendments.”

Resolution 16

By Order of the Board,

hO SaY keng Company Secretary KUALA LUMPUR 4 November 2013

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Notice of Annual General Meeting nOTeS:A member entitled to attend and vote at the meeting may appoint a proxy to vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member other than an Authorised Nominee shall not be entitled to appoint more than one proxy to attend and vote at the same meeting and where such member appoints more than one proxy to attend and vote at the same meeting, such appointment shall be invalid. Where a member of the Company is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds. The instrument appointing a proxy, in the case of an individual, shall be signed by the appointor or his attorney and in the case of a corporation, either under seal or under the hand of an officer or attorney duly authorised in writing. The original instrument appointing a proxy shall be deposited at the Registered Office of the Company at least 48 hours before the appointed time for holding the meeting. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 60(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 19 November 2013. Only a depositor whose name appears on the General Meeting Record of Depositors as at 19 November 2013 shall be entitled to attend the said meeting or appoint proxy to attend and/or vote in his stead. exPlanaTORY nOTe a This Agenda item is meant for discussion only as under the provisions of Section 169(1) of the Companies Act, 1965, the audited financial statements do not require formal approval of shareholders and hence, the matter will not be put forward for voting. exPlanaTORY nOTeS TO SPeCial buSineSS Resolutions on the Continuing in Office as independent non-executive Directors In line with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012, Resolutions 9, 10 and 11 are to enable Dato’ Cheong Keap Tai, Dato’ (Dr) Yahya Bin Ismail and Eu Peng Meng @ Leslie Eu to continue serving as Independent Directors of the Company to fulfill the requirements of Paragraph 3.04 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The justifications of the Board of Directors for recommending and supporting the resolutions for their continuing in office as Independent Directors are set out under the Statement on Corporate Governance in the Company’s Annual Report 2013. Resolution pursuant to Section 132D of the Companies act, 1965 Resolution 12 is a renewal of the general authority given to the Directors of the Company to allot and issue shares (“S132D Mandate”) as approved by the shareholders at the Twenty-Ninth Annual General Meeting held on 27 November 2012 (“Previous Mandate”). As at the date of this Notice, the Company has not issued any new shares pursuant to the Previous Mandate which will lapse at the conclusion of the Thirtieth Annual General Meeting to be held on 26 November 2013. Resolution 12, if passed, will enable the Directors to allot and issue ordinary shares at any time from unissued share capital of the Company up to an amount not exceeding ten per centum (10%) of the Company’s issued share capital for the time being without convening a general meeting which will be both time and cost consuming. The S132D Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to placement of shares, for purpose of funding future investment project(s), working capital and/or acquisitions. Resolution pertaining to the Renewal of authority to buy-back Shares of the Company For Resolution 13, further information on the Share Buy-Back is set out in Part A of the Statement/Circular dated 4 November 2013 which is despatched together with the Company’s Annual Report 2013. Resolution pertaining to the Recurrent Related Party Transactions For Resolution 14, further information on the Recurrent Related Party Transactions is set out in Part B of the Statement/Circular dated 4 November 2013 which is despatched together with the Company’s Annual Report 2013. Resolution on the Proposed issue of Options to Faiz bin ishak (“Proposed issue of Options”) The ESOS, which obtained shareholders’ approval at the Extraordinary General Meeting of the Company held on 30 November 2010, was implemented on 1 April 2011. Under the terms of the by-laws governing the ESOS, Faiz Bin Ishak, who was appointed as an Independent NonExecutive Director of the Company on 1 December 2011, is eligible to participate in the ESOS subject to Resolution 15 being passed. The Proposed Issue of Options is in line with the rationale for extending the ESOS to nonexecutive directors of the Company as enumerated in the Circular to Shareholders dated 15 November 2010. As Faiz Bin Ishak is deemed interested in the Proposed Issue of Options, he has abstained and will continue to abstain from all deliberations and voting in respect of his entitlement under the ESOS at the relevant Board of Directors meetings. He will also abstain from voting in respect of his direct and indirect shareholdings in the Company, if any, on Resolution 15 and has undertaken to ensure that persons connected with him will abstain from voting on Resolution 15. Resolution pertaining to the Proposed amendments to articles of association of the Company For Resolution 16, details of the Proposed Amendments to Articles of Association are set out in Appendix ‘A’ of the Statement/Circular dated 4 November 2013 which is despatched together the Company’s Annual Report 2013.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)

DeTailS OF inDiviDualS whO aRe STanDing FOR eleCTiOn aS DiReCTORS
No individual is seeking election as a Director at the Thirtieth Annual General Meeting of the Company.

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CORPORATE INFORMATION bOaRD OF DiReCTORS
Executive Chairman Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong lay
PSM, SPMS, SPDK, DPMS, KMN, PPN, PJK Hon DEng (Heriot-Watt), DBA (Hon) (UMS), Chartered Builder FCIOB, FAIB, FFB, FBIM, FSIET, FBGAM, FMID

COmPanY SeCReTaRY ho Say keng

Dato’ (Dr) Yahya bin ismail (Independent Non-Executive Director) Dato’ Cheong keap Tai (Independent Non-Executive Director) eu Peng meng @ leslie eu (Independent Non-Executive Director)

RegiSTeReD OFFiCe
11th Floor, Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Tel : 603 2117 0088 603 2142 6633 Fax : 603 2141 2703

Managing Director Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
PSM, CBE, FICE, SIMP, DPMS, DPMP, JMN, JP Hon DEng (Kingston), BSc (Hons) Civil Engineering, FFB, F Inst D, MBIM, RIM

auDiTORS hlb ler lum (aF 0276) Chartered Accountants (A member of HLB International)

buSineSS OFFiCe
11th Floor, Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Tel : 603 2117 0088 603 2142 6633 Fax : 603 2141 2703

Deputy Managing Director Dato’ Yeoh Seok kian
DSSA BSc (Hons) Bldg, MCIOB, FFB

PRinCiPal bankeRS OF The gROuP
Affin Bank Berhad AmBank (M) Berhad BNP Paribas CIMB Bank Berhad Citibank Berhad Credit Agricole Corporate & Investment Bank DBS Bank Ltd Deutsche Bank (Malaysia) Berhad European Investment Bank Hong Leong Bank Berhad HSBC Bank Malaysia Berhad HSBC Bank Plc ING Bank N.V. Malayan Banking Berhad Mizuho Bank, Ltd National Westminster Bank Plc OCBC Bank (Malaysia) Berhad Oversea-Chinese Banking Corporation Limited RHB Bank Berhad Standard Chartered Bank Malaysia Berhad The Bank of Tokyo-Mitsubishi UFJ, Ltd United Overseas Bank Limited United Overseas Bank (Malaysia) Berhad

Directors Dato’ (Dr) Yahya bin ismail
DPMJ, DPCM, DPMP, KMN, PPT Bachelor of Veterinary Science

RegiSTRaR
11th Floor, Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Tel : 603 2117 0088 603 2142 6633 Fax : 603 2141 2703

Dato’ Cheong keap Tai Dato’ Yeoh Soo min
DSPN, DPMP, DIMP BA (Hons) Accounting

Dato’ Yeoh Seok hong
DSPN, JP BE (Hons) Civil & Structural Engineering, FFB

SOliCiTORS
Dorairaj, Low & Teh Lee, Perara & Tan Shook Lin & Bok Slaughter & May

Dato’ Sri michael Yeoh Sock Siong
DIMP, SSAP BE (Hons) Civil & Structural Engineering, FFB

Dato’ Yeoh Soo keng
DIMP BSc (Hons) Civil Engineering

auDiT COmmiTTee eu Peng meng @ leslie eu (Chairman and Independent Non-Executive Director) Dato’ (Dr) Yahya bin ismail (Independent Non-Executive Director) Dato’ Cheong keap Tai (Independent Non-Executive Director)

Dato’ mark Yeoh Seok kah
DSSA LLB (Hons)

eu Peng meng @ leslie eu
BCom, FCILT

STOCk exChange liSTing bursa malaysia Securities berhad Main Market (3.4.1985) Tokyo Stock exchange Foreign Section (29.2.1996)

Syed abdullah bin Syed abd. kadir
BSc (Engineering Production), BCom (Economics)

nOminaTiOn COmmiTTee
Faiz bin ishak (Chairman and Independent Non-Executive Director)

Faiz bin ishak
Fellow of the Chartered Association of Certified Accountants

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PROFILE OF THE BOARD OF DIRECTORS
Tan SRi DaTuk SeRi Panglima (DR) YeOh TiOng laY
Malaysian, aged 83, was appointed to the Board on 24 June 1984 and has been the Executive Chairman since 24 January 1985. His contributions are well recognised with the conferment of the title of Doctor of Engineering by HeriotWatt University, Edinburgh and his appointment as Honorary Life President of the Master Builders Association of Malaysia in 1988. He is the co-founder and the first Chairman of the ASEAN Constructors’ Federation. On 26 October 2002, Tan Sri Yeoh Tiong Lay was conferred the Honorary Doctorate in Philosophy (Business Administration) by Universiti Malaysia Sabah. He was installed as Pro-Chancellor for Universiti Malaysia Sabah on 1 July 2005. He is the past President and Lifetime member of the International Federation of Asian and Western Pacific Contractors Association. On 19 January 2008, Tan Sri Yeoh Tiong Lay was conferred the prestigious Order of the Rising Sun, Gold Rays with Neck Ribbon by the Emperor of Japan in recognition of his outstanding contribution towards the economic co-operation and friendship between Japan and Malaysia, including his efforts as an executive member and Vice President of the Malaysia-Japan Economic Association. On 20 August 2009, Tan Sri Yeoh Tiong Lay was accorded a Lifetime Achievement Award at the Asia Pacific Entrepreneurship Awards 2009 (APEA 2009) in recognition of his outstanding entrepreneurial achievements and contribution towards the development of the nation. He is also the Honorary Chairman of Tung Shin Hospital and is on the Board of Governors for several schools. Tan Sri Yeoh Tiong Lay is also the Executive Chairman of YTL Power International Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad. He is also a board member of other public companies such as YTL Cement Berhad and YTL Industries Berhad, and a private utilities company, Wessex Water Limited in England and Wales. He also sits on the board of trustee of YTL Foundation. He is presently the Managing Director of YTL Power International Berhad and YTL Land & Development Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad, and is the Executive Chairman and Managing Director of YTL e-Solutions Berhad, listed on the ACE Market of Bursa Malaysia Securities Berhad, and YTL Starhill Global REIT Management Limited, which is the manager for Starhill Global REIT, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). Tan Sri Francis sits on the boards of several public companies such as YTL Cement Berhad and YTL Industries Berhad, and private utilities companies, including Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. He also sits on the board of trustee of YTL Foundation. Tan Sri Francis is also an Independent Non-Executive Director of The Hong Kong and Shanghai Banking Corporation Limited, and is a director and Chief Executive Officer of Pintar Projek Sdn Bhd, the manager of Starhill Real Estate Investment Trust. He is a Founder Member of the Malaysian Business Council and The Capital Markets Advisory Council, member of The Nature Conservancy Asia Pacific Council, and the Asia Business Council, Trustee of the Asia Society and Chairman for South East Asia of the International Friends of the Louvre. He is also a member of the Advisory Council of London Business School, Wharton School and INSEAD. He served as a member of the Barclays Asia-Pacific Advisory Committee from 2005 to 2012. He was ranked by both Fortune and Businessweek magazines as Asia’s 25 Most Powerful and Influential Business Personalities and one of Asia’s Top Executives by Asiamoney. He won the inaugural Ernst & Young’s Master Entrepreneur in Malaysia in 2002 and was named as Malaysia’s CEO of the Year by CNBC Asia Pacific in 2005. In 2006, he was awarded the Commander of the Most Excellent Order of the British Empire (CBE) by Her Majesty Queen Elizabeth II, and received a prestigious professional accolade when made a Fellow of the Institute of Civil Engineers in London in 2008. He was the Primus Inter Pares Honouree of the 2010 Oslo Business for Peace Award, for his advocacy of socially responsible business ethics and practices. The Award was conferred by a panel of Nobel Laureates in Oslo, home of the Nobel Peace Prize. He also received the Corporate Social Responsibility Award at CNBC’s 9th Asia Business Leaders Awards 2010.

Tan SRi DaTO’ (DR) FRanCiS YeOh SOCk Ping
Malaysian, aged 59, was appointed to the Board on 6 April 1984 as an Executive Director and has been the Managing Director of the Company since April 1988. Tan Sri Francis studied at Kingston University, in the United Kingdom, where he obtained a Bachelor of Science (Hons) Degree in Civil Engineering and was conferred an Honorary Doctorate of Engineering in 2004. He became the Managing Director of YTL Corporation Berhad Group in 1988 which, under his stewardship, has grown from a single listed company into a force comprising five listed entities ie. YTL Corporation Berhad, YTL Power International Berhad, YTL Land & Development Berhad, YTL e-Solutions Berhad and Starhill Real Estate Investment Trust.

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Profile of the Board of Directors
DaTO’ YeOh SeOk kian
Malaysian, aged 56, was appointed to the Board on 24 June 1984 as an Executive Director. He is currently the Deputy Managing Director of the Company. He graduated from Heriot-Watt University, Edinburgh, United Kingdom in 1981 with a Bachelor of Science (Hons) Degree in Building. He attended the Advance Management Programme conducted by Wharton Business School, University of Pennsylvania in 1984. Dato’ Yeoh is a Fellow of the Faculty of Building, United Kingdom as well as a Member of the Chartered Institute of Building (UK). He is also the Deputy Managing Director of YTL Power International Berhad and the Executive Director of YTL Land & Development Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. Dato’ Yeoh also serves on the boards of other public companies such as YTL Cement Berhad, YTL Industries Berhad and The Kuala Lumpur Performing Arts Centre, and private utilities companies, Wessex Water Limited in England and Wales, YTL PowerSeraya Pte Limited in Singapore, as well as YTL Starhill Global REIT Management Limited, the manager of Starhill Global REIT, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). He is also an Executive Director of Pintar Projek Sdn Bhd, the manager of Starhill Real Estate Investment Trust. and Partner of Coopers & Lybrand and upon its merger with Price Waterhouse was the Executive Director, Partner and Chairman of the Governance Board of PricewaterhouseCoopers until his retirement in December 2003. He is currently also a director of YTL Land & Development Berhad, YTL e-Solutions Berhad, Gromutual Berhad and several private limited companies.

DaTO’ YeOh SOO min
Malaysian, aged 57, was appointed to the Board on 24 June 1984 as an Executive Director. She graduated with a Bachelor of Art (Hons) Degree in Accounting. She did her Articleship at Leigh Carr and Partners, London and has gained vast experience in accounting and management. She was responsible for the setting up of the Travel and Accounting Division of the YTL Group in December 1990. Dato’ Yeoh Soo Min is currently responsible for the accounting and finance systems for the YTL Group. She is a member of the Malaysian Institute of Management. She was the past President of the Women in Travel Industry. She is currently a Fellow of the Governors of International Students House, London and is a Trustee of Yayasan Tuanku Fauziah and Women’s Leadership Endowment Fund. She also holds directorships in YTL Power International Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad and YTL Industries Berhad.

DaTO’ (DR) YahYa bin iSmail
Malaysian, aged 85, was appointed to the Board on 6 April 1984 as an Independent Non-Executive Director. He is also a member of the Audit Committee and Nomination Committee. He was formerly with the Government and his last appointment was the Director General of the National Livestock Authority Malaysia. He was with the Totalisator Board Malaysia from 1982 to 1990 and served as its Chairman from 1986. Dato’ Yahya is a Director of YTL Power International Berhad which is listed on the Main Market of Bursa Malaysia Securities Berhad. He also sits on the boards of Metroplex Berhad and Pintar Projek Sdn Bhd, the manager of Starhill Real Estate Investment Trust.

DaTO’ YeOh SeOk hOng
Malaysian, aged 54, was appointed to the Board on 19 June 1985 as an Executive Director. He obtained his Bachelor of Engineering (Hons) Civil & Structural Engineering Degree from the University of Bradford, United Kingdom in 1982. He is a member of the Faculty of Building, United Kingdom. In 2010, he was conferred an Honorary Doctor of Science degree by Aston University in the United Kingdom. Dato’ Yeoh Seok Hong has vast experience in the construction industry, being the Executive Director responsible for the YTL Group construction division. He was the project director responsible for the development and the construction of the two Independent Power Producer power stations owned by YTL Power Generation Sdn Bhd. His other achievements include the construction of the Express Rail Link between the Kuala Lumpur International Airport and the Kuala Lumpur Sentral Station. He is also responsible for developing the power and utility businesses of the YTL Power International Berhad Group and is currently overseeing the building of the fourth generation (4G) Worldwide Interoperability for Microwave Access (WiMAX) network by YTL Communications Sdn Bhd. He serves as an Executive Director of YTL Power International Berhad and YTL Land & Development Berhad, both listed on the Main Market of Bursa Malaysia Securities

DaTO’ CheOng keaP Tai
Malaysian, aged 65, was appointed to the Board on 30 September 2004 as an Independent Non-Executive Director. He is also a member of the Audit Committee and Nomination Committee. Dato’ Cheong graduated from the University of Singapore with a Bachelor of Accountancy. He is a Chartered Accountant of Malaysian Institute of Accountants, a member of the Malaysian Institute of Certified Public Accountants, member of Malaysian Institute of Taxation and Licensed Tax Agent and a member of the Institute of Chartered Secretaries and Administrators. Dato’ Cheong was the Executive Director
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45

Profile of the Board of Directors
Berhad. Dato’ Yeoh Seok Hong also sits on the boards of other public companies such as YTL Cement Berhad and YTL Industries Berhad, and private utilities companies, Wessex Water Limited and Wessex Water Services Limited in England and Wales and YTL PowerSeraya Pte Limited in Singapore. He also sits on the board of trustee of YTL Foundation.

DaTO’ maRk YeOh SeOk kah
Malaysian, aged 48, was appointed to the Board on 22 June 1995 as an Executive Director. He graduated from King’s College, University of London, with an LLB (Hons) and was subsequently called to the Bar at Gray’s Inn, London in 1988. Dato’ Mark Yeoh joined YTL Group in 1989 and is presently the Executive Director responsible for the YTL Hotels and Resorts Division. In addition, he is also part of YTL Power’s Mergers & Acquisitions Team and was involved in the acquisition of ElectraNet SA (Australia), Wessex Water Limited (UK), P.T. Jawa Power (Indonesia) and PowerSeraya Limited (Singapore). He serves as an Executive Director of YTL Power International Berhad and YTL Land & Development Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. He is also a board member of YTL Cement Berhad and private utilities companies, Wessex Water Limited and Wessex Water Services Limited in England and Wales and YTL PowerSeraya Pte Limited in Singapore. He is also an Executive Director of Pintar Projek Sdn Bhd, the manager of Starhill Real Estate Investment Trust.

DaTO’ SRi miChael YeOh SOCk SiOng
Malaysian, aged 53, was appointed to the Board on 19 June 1985 as an Executive Director. He graduated from University of Bradford, United Kingdom in 1983 with a Bachelor of Engineering (Hons) Civil & Structural Engineering Degree. Dato’ Sri Michael Yeoh is primarily responsible for the YTL Group Manufacturing Division which activities involve cement manufacturing and other building material industries. He serves as an Executive Director of YTL Power International Berhad and YTL Land & Development Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad and YTL e-Solutions Berhad, listed on the ACE Market of Bursa Malaysia Securities Berhad. He also sits on the boards of other public companies such as YTL Cement Berhad and YTL Industries Berhad, and private utilities companies, Wessex Water Limited in England and Wales and YTL PowerSeraya Pte Limited in Singapore.

eu Peng meng @ leSlie eu
Malaysian, aged 78, was appointed to the Board on 31 March 2003 as an Independent Non-Executive Director. He is also the Chairman of the Audit Committee and a member of Nomination Committee. Mr Leslie Eu graduated with a Bachelor of Commerce degree from the University College Dublin, Ireland. He is a Fellow of the Chartered Institute of Logistics and Transport and was one of the founding directors of Global Maritime Ventures Berhad. He has been in the shipping business for more than 50 years. He was the first Chief Executive Officer of Malaysian International Shipping Corporation Berhad from the company’s inception in 1969 until his early retirement in 1985. Mr Leslie Eu was a board member of Lembaga Pelabuhan Kelang from 1970 to 1999 and Lloyd’s Register of Shipping (Malaysia) Bhd from 1983 to 2009. In 1995, he was presented the Straits Shipper Transport Personality award by the Minister of Transport. He was appointed by the United Nations Conference on Trade and Development as one of the 13 experts to assist the developing nations in establishing their maritime fleets. Mr Leslie Eu presently serves on the boards of YTL Land & Development Berhad and YTL Cement Berhad. He is also a director of Pintar Projek Sdn Bhd, the manager of Starhill Real Estate Investment Trust.

DaTO’ YeOh SOO keng
Malaysian, aged 50, was appointed to the Board on 16 May 1996 as an Executive Director. She graduated with a Bachelor of Science (Hons) in Civil Engineering from Leeds University, United Kingdom in 1985. She was the project director for the construction of the British High Commissioner’s residence, Kuala Lumpur; the Design & Build of the National Art Gallery in Kuala Lumpur and the Selangor Medical Centre in Shah Alam. She was also in charge of a few turnkey projects such as the construction and completion of Yeoh Tiong Lay Plaza, Pahang Cement plant in Pahang and Slag Cement plants in Selangor and Johor. Dato’ Yeoh Soo Keng is the purchasing director responsible for bulk purchases of building materials and related items for the construction, hotels and resorts, and property development divisions of the YTL Group. She is instrumental in the sales and marketing of cement and related products for YTL Cement Berhad and Perak-Hanjoong Simen Sdn Bhd. She is currently Chairman of Cement and Concrete Association since her appointment in August 2013. She is also a director of YTL Power International Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad, YTL Cement Berhad and World Scout Foundation.

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Profile of the Board of Directors
SYeD abDullah bin SYeD abD. kaDiR
Malaysian, aged 59, was appointed to the Board on 20 October 1999 as an Executive Director. He graduated from the University of Birmingham in 1977 with a Bachelor of Science (Engineering Production) and a Bachelor of Commerce (Economics) Double Degree. He has extensive experience in banking and financial services, having been with Bumiputra Merchant Bankers Berhad from 1984 to 1994, holding the position of general manager immediately prior to his departure from the bank. Prior to joining YTL Corporation Berhad Group, he was, from November 1994 to February 1996, the general manager of Amanah Capital Partners Berhad (now known as MIDF Amanah Capital Berhad), a company which has interests in, inter alia, discount, money broking, unit trusts, finance and fund management operations. He currently also serves on the boards of YTL Power International Berhad, YTL e-Solutions Berhad, Iris Corporation Berhad and Versatile Creative Berhad, all listed on Bursa Malaysia Securities Berhad.

Faiz bin iShak
Malaysian, aged 55, was appointed to the Board on 1 December 2011 as an Independent Non-Executive Director. He is also the Chairman of the Nomination Committee. He graduated from MARA University of Technology in 1978 with a Diploma in Accountancy. In 1979, he went on to pursue professional accountancy with The Chartered Association of Certified Accountants in the United Kingdom and graduated in 1982. He was admitted as associateship and fellowship of the association in 1993 and 1998 respectively. He served in various posts in The New Straits Times Press (M) Berhad since 1982 and was appointed as the Managing Director in 1999 till 2003. He joined Commerce Assurance Berhad (a licensed general insurance underwriter, now part of Allianz General Insurance Berhad) as Executive Director in 2003 and became the Chief Executive Officer from 2006 to 2007. Encik Faiz is presently a business entreprenuer in retail food and beverage.

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Profile of the Board of Directors
DeTailS OF aTTenDanCe OF DiReCTORS aT bOaRD meeTingS
During the financial year, a total of 5 Board meetings were held and the details of attendance are as follows:attendance Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Cheong Keap Tai Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Eu Peng Meng @ Leslie Eu Syed Abdullah Bin Syed Abd. Kadir Faiz Bin Ishak 4 5 3 5 5 4 5 4 5 3 4 5 5

Notes: 1. Family Relationship with Director and/or major Shareholder Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay who is a deemed major shareholder of the Company, is the father of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Soo Min, Dato’ Yeoh Seok Hong, Dato’ Sri Michael Yeoh Sock Siong, Dato’ Yeoh Soo Keng and Dato’ Mark Yeoh Seok Kah. Save as disclosed herein, none of the Directors has any family relationship with any director and/or major shareholder of the Company. 2. Conflict of interest None of the Directors has any conflict of interest with the Company. 3. Conviction of Offences None of the Directors has been convicted of any offences in the past ten (10) years.

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STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are required by the Companies Act, 1965 (“the Act”) and Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”) to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year then ended. In preparing the financial statements for the financial year ended 30 June 2013, the Directors have: • • • considered the applicable approved accounting standards in Malaysia; used appropriate accounting policies and applied them consistently; and made judgements and estimates that are reasonable and prudent.

The Directors confirm that the financial statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy the financial position of the Group and of the Company which enable them to ensure that the financial statements comply with the Act, Listing Requirements and applicable Financial Reporting Standards in Malaysia.

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AUDIT COMMITTEE REPORT membeRS eu Peng meng @ leslie eu (Chairman/Independent Non-Executive Director) Dato’ (Dr) Yahya bin ismail (Member/Independent Non-Executive Director) Dato’ Cheong keap Tai (Member/Independent Non-Executive Director) 2. COmPOSiTiOn 1. The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be non-executive directors, with a majority of them being Independent Directors. At least one member of the Audit Committee:(a) must be a member of the Malaysian Institute of Accountants; or

TeRmS OF ReFeRenCe
PRimaRY PuRPOSeS The Committee shall: 1. Provide assistance to the Board of Directors (“Board”) in fulfilling its fiduciary responsibilities relating to the corporate accounting and practices for YTL Corporation Berhad and its subsidiaries (“Group”). Assist to improve the Company and the Group’s business efficiency, the quality of the accounting function, the system of internal controls and the audit function to strengthen the confidence of the public in the Company and the Group’s reported results. 3. 3. Maintain through regularly scheduled meetings, a direct line of communication between the Board and the external auditors as well as internal auditors. Enhance the independence of both the external and internal auditors’ function through active participation in the audit process. Strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the operations of the Company and of the Group through their participation in the Committee. Act upon the Board’s request to investigate and report on any issues or concerns in regard to the management of the Company and the Group. Review existing practices and recommend to management to formalise an ethics code for all executives and members of the staff of the Company and the Group. Instil discipline and control to reduce incidence of fraud. 3.

(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and (i) he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or

(ii)

2.

(c)

fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (“Bursa Securities”).

The Board must ensure that no alternate Director is appointed as a member of the Audit Committee. The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director. In the event of any vacancy in the Committee resulting in the non-compliance of sub-paragraph 15.09(1) of the Bursa Securities Main Market Listing Requirements (“Main LR”), the Company must fill the vacancy within three (3) months.

4.

4.

5.

5.

auThORiTY 6. The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:1. have authority to investigate any matter within its terms of reference; have the resources which are required to perform its duties; have full and unrestricted access to any information pertaining to the Company and the Group;

7.

2.

8.

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4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; be able to convene meetings with the internal auditors without the presence of other directors and employees of the Company, whenever deemed necessary; and to meet with the external auditors at least twice a year without the presence of the other directors and employees of the Company. (d) Review any letter of resignation from the external auditors of the Company; (e) Review whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment; (f) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditors.

5.

6.

3.

internal audit (a) Review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work;

7.

FunCTiOnS anD DuTieS The Committee shall, amongst others, discharge the following functions:1. Financial Reporting (a) Review the quarterly financial results and annual financial statements prior to its recommendation to the Board for approval, focusing particularly on:• • • changes in or implementation of major accounting policies and practices; significant and unusual events; the accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Company and the Group; compliance with applicable approved accounting standards, other statutory and legal requirements and the going concern assumption. 4.

(b) Review the internal audit programme, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; (c) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the internal auditors.

Related Party Transactions (a) Review any related party transaction and conflict of interest situation that may arise within the Company/ Group and any related parties outside the Company/ Group including any transaction, procedure or course of conduct that raises questions of management integrity.



5.

employees Share Option Scheme (“eSOS”) (a) Verify allocation of share options to the eligible employees pursuant to the criteria set out in the ByLaws of the ESOS in accordance to the Main LR.

2.

external audit (a) Review the audit plan, scope of audit and audit report with the external auditors; 6.

(b) Review the evaluation by the external auditors of the quality and effectiveness of the entire accounting system, the adequacy and the integrity of the internal control system and the efficiency of the Company and the Group’s operations and efforts and processes taken to reduce the Company and the Group’s operational risks; (c) Recommend the nomination of a person or persons as external auditors and the audit fee;

Other matters (a) Carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company/Group and ensure the effective discharge of the Committee’s duties and responsibilities;

(b) Promptly report to Bursa Securities on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Main LR.

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Audit Committee Report meeTingS 1. To form a quorum in respect of a meeting of the Committee, the majority of members present must be Independent Directors. The Committee shall meet at least five (5) times a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. All meetings to review the quarterly financial results and annual financial statements, shall be held prior to such quarterly financial results and annual financial statements being presented to the Board for approval. Notwithstanding item 2 above, upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Directors or shareholders. The external auditors and internal auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so by the Committee. The Committee may invite any Board member or any member of the management within the Company/Group whom the Committee thinks fit to attend its meetings to assist in resolving and clarifying matters raised in audit reports. The internal auditors shall be in attendance at meetings of the Committee to present and discuss the audit reports of findings and the recommendations relating thereto and to follow up on decisions made at these meetings. The Committee may establish any regulations from time to time to govern its administration. 2. Minutes of each meeting shall also be distributed to the members of the Committee prior to each meeting. Detailed minutes of the Committee’s meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee. The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.

3.

2.

4.

3.

SeCReTaRY The Secretary to the Committee shall be the Company Secretary.

SummaRY OF aCTiviTieS
In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the financial year ended 30 June 2013 in discharging its functions:1. Financial Reporting (a) Reviewed the quarterly financial results and annual financial statements to ensure compliance with the Main LR, Financial Reporting Standards and other statutory and regulatory requirements prior to its recommendation to the Board for approval.

4.

5.

6.

2.

external audit (a) Reviewed the external auditors’ scope of work and their audit plan and recommended the proposed audit fee to the Board for approval;

7.

minuTeS 1. The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. 3.

(b) Reviewed with the external auditors on the findings of their audit, the audit report and internal control recommendations in respect of control weaknesses noted in the course of their audit. internal audit (a) Reviewed the internal auditors’ audit plan to ensure adequate scope and coverage of activities of the Company and the Group;

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Audit Committee Report
(b) Reviewed with the internal auditors, the internal audit reports on their findings and recommendations and management’s responses thereto and ensure that material findings are adequately addressed by management; (c) Reviewed the adequacy and competency of the internal audit function and the profiles of the internal auditors. The activities of the internal audit function during the year under review include:1. Developed the annual internal audit plan and proposed the plan to the Committee. Conducted scheduled and special internal audit engagements, focusing primarily on the effectiveness of internal controls and recommending improvements where necessary. Conducted follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit reports. Presented audit findings to the Committee for consideration. Conducted recurrent related party transactions reviews to assess accuracy and completeness of reporting.

2.

4.

Related Party Transactions (a) Reviewed the related party transactions entered into by the Company/Group in compliance with the Main LR; 3.

(b) Reviewed the recurrent related party transactions (“RRPT”) of a revenue or trading nature within the Company/Group prior to its recommendation to the Board for approval for inclusion in the circular to the shareholders in relation to the proposed renewal of shareholder mandate and new shareholder mandate for RRPT. 5. annual Report (a) Reviewed the Audit Committee Report and Statement on Internal Control and recommended to the Board for approval prior to their inclusion in the Company’s Annual Report.

4.

5.

Costs amounting to RM1,849,694 were incurred in relation to the internal audit function for the financial year ended 30 June 2013.

numbeR OF meeTingS helD anD DeTailS OF aTTenDanCe
During the financial year, a total of six (6) Audit Committee Meetings were held and the details of attendance are as follows:attendance Eu Peng Meng @ Leslie Eu Dato’ (Dr) Yahya Bin Ismail Dato’ Cheong Keap Tai 5 6 6

inTeRnal auDiT FunCTiOn
The objective of the Internal Audit (“IA”) is to help management evaluate the effectiveness and efficiency of the internal control systems. The IA is part of the Company and the Group’s governance system, and according to the Malaysian Code of Corporate Governance, the IA is in charge of supervising internal control activities. IA’s goal is to focus mainly on risk-based audits related to operations and compliance that are aligned with the risks of the Company and the Group to ensure that the relevant controls addressing those risks are reviewed.

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STATEMENT ON CORPORATE GOVERNANCE for the financial year ended 30 June 2013 The Board of Directors (“Board”) of YTL Corporation Berhad (“YTL Corp” or “Company”) remains firmly committed to ensuring an appropriate and sound system of corporate governance throughout the Company and its subsidiaries (“YTL Corp Group”). The YTL Corp Group has a long-standing commitment to corporate governance and protection of shareholder value, which has been integral to the YTL Corp Group’s achievements and strong financial profile to date. The YTL Corp Group’s corporate governance structure is a fundamental part of the Board’s responsibility to protect and enhance long-term shareholder value and the financial performance of the YTL Corp Group, whilst taking into account the interests of all stakeholders. In implementing its governance system and ensuring compliance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board has been guided by the principles and recommendations of the Malaysian Code on Corporate Governance 2012 (“Code”). The Board is satisfied that the Company has, in all material aspects, complied with the principles and recommendations of the Code for the financial year ended 30 June 2013. This statement explains the Company’s application of the principles and compliance with the recommendations as set out in the Code for the financial year under review, including, where otherwise indicated, explanations of its alternative measures and processes. The Managing Director and Executive Directors are accountable to the Board for the profitability and development of the YTL Corp Group, consistent with the primary aim of enhancing long-term shareholder value. The Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board’s decisions and the presence of these Independent NonExecutive Directors brings an additional element of balance to the Board as they do not participate in the day-to-day running of the YTL Corp Group. The differing roles of Executive and Non-Executive Directors are delineated, both having fiduciary duties towards shareholders. Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the YTL Corp Group’s operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the YTL Corp Group conducts its business. The Directors also observe and adhere to the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, which encompasses the formulation of corporate accountability standards in order to establish an ethical corporate environment. In the discharge of their responsibilities, the Directors have established functions which are reserved for the Board and those which are delegated to management. Key matters reserved for the Board’s approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, issuance of new securities and capital alteration plans. Further information on authorisation procedures, authority levels and other key processes can also be found in the Statement on Risk Management & Internal Control set out in this Annual Report. The Board believes sustainability is integral to the long-term success of the YTL Corp Group. Further information on the YTL Corp Group’s sustainability activities can be found in YTL Corp’s Sustainability Report 2013, a separate report published in conjunction with this Annual Report. The Board’s functions are governed and regulated by the Memorandum and Articles of Association of the Company and the various applicable legislation, Listing Requirements and other regulations and codes. In accordance with the Code, a formal charter will also be drawn up for the Board’s adoption at a later date.

ROleS & ReSPOnSibiliTieS OF The bOaRD
YTL Corp is led and managed by an experienced Board with a wide and varied range of expertise to address and manage the complexity and scale of the YTL Corp Group’s operations. This broad spectrum of skills and experience ensures the YTL Corp Group is under the guidance of an accountable and competent Board. The Directors recognise the key role they play in charting the strategic direction, development and control of the YTL Corp Group. Key elements of the Board’s stewardship responsibilities include those set out in Code: • • • Reviewing and adopting strategic plans for the YTL Corp Group; Overseeing the conduct of the YTL Corp Group’s business operations and financial performance; Identifying principal risks affecting the YTL Corp Group’s businesses and maintaining a sound system of internal control and mitigation measures; Succession planning; Overseeing the development and implementation of shareholder communications policies; and Reviewing the adequacy and integrity of the YTL Corp Group’s management information and internal controls system.

• • •

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Statement on Corporate Governance for the financial year ended 30 June 2013 Board meetings are scheduled with due notice in advance at least 5 times a year in order to review and approve the annual and interim financial results. Additional meetings may also be convened on an ad-hoc basis when significant issues arise relating to the YTL Corp Group and when necessary to review the progress of its operating subsidiaries in achieving their strategic goals. The Board met 5 times during the financial year ended 30 June 2013. The Directors are fully apprised of the need to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, the Directors formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required. The Directors have full and unrestricted access to all information pertaining to the YTL Corp Group’s business and affairs to enable them to discharge their duties. Prior to each Board meeting, all Directors receive the agenda together with a comprehensive set of Board papers encompassing qualitative and quantitative information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting. Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board’s deliberation, approval or knowledge, progress reports on the YTL Corp Group’s operations and detailed information on corporate proposals, major fund-raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors’ queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during the Board meeting. All Directors have full access to the advice and services of the Company Secretary who consistently ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors’ responsibilities in complying with relevant legislation and regulations. The Company Secretary works very closely with management for timely and appropriate information, which will then be passed on to the Directors. In accordance with the Board’s procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Company.

COmPOSiTiOn & inDePenDenCe OF The bOaRD
The Board currently has 13 Directors, comprising 9 executive members and 4 non-executive members, all 4 of whom are independent. This provides an effective check and balance in the functioning of the Board, and complies with the Listing Requirements, which require one-third of the Board to be independent. In accordance with the Company’s Articles of Association, at least one-third of the Directors are required to retire from office at each Annual General Meeting (“AGM”) and may offer themselves for re-election by rotation. Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next AGM held following their appointments. Directors who are over seventy years of age are required to submit themselves for re-appointment by shareholders annually in accordance with Section 129 of the Companies Act 1965. The names and details of Directors seeking re-election at the forthcoming AGM are disclosed in the Notice of Annual General Meeting and the Profile of the Board of Directors, respectively, in this Annual Report. The appointment of Directors has generally been undertaken by the Board as a whole, with the Managing Director recommending candidates suitable for appointment to the Board, and the final endorsement being made by the entire Board to ensure the required mix of skills, experience and expertise of members of the Board. However, on 23 May 2013, the Board established a Nomination Committee to take responsibility for this function and will begin reporting on the activities of this committee in the next financial year. Directors’ remuneration is decided in line with the objective recommended by the Code to determine the remuneration for Directors so as to attract, retain, motivate and incentivise Directors of the necessary calibre to lead the YTL Corp Group successfully. In general, the remuneration of the Directors is reviewed against the performance of the individual and the YTL Corp Group. The Executive Directors’ remuneration consists of basic salary, other emoluments and other customary benefits as appropriate to a senior management member. The component parts of remuneration are structured so as to link rewards to performance. Directors do not participate in decisions regarding their own remuneration packages and Directors’ fees must be approved by shareholders at the AGM. Details of the aggregate remuneration of Directors categorised into appropriate components and the range of remuneration for each Director can be found in Note 6 in the Notes to the Financial Statements in this Annual Report. Details are not shown with reference to Directors individually, both for security reasons and because the Board believes that such information will not add significantly to the understanding and evaluation of the YTL Corp Group’s standards of corporate governance.

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55

Statement on Corporate Governance for the financial year ended 30 June 2013 In order to ensure balance of authority and accountability, the roles of the Executive Chairman and the Managing Director are separate and distinct, and these positions are held by separate members of the Board. The Executive Chairman is primarily responsible for the orderly conduct and effectiveness of the Board whereas the Managing Director oversees the day-to-day running of the business, implementation of Board policies and making of operational decisions, in addition to advancing relationships with regulators and all other stakeholders. Whilst the Code recommends that the Chairman should be a non-executive member, the Board is of the view that its existing measures, including the delineation of the roles and duties of the Managing Director and the Executive Chairman and the presence of independent oversight by the Independent Non-Executive Directors, are sufficient to ensure the balance of accountability and authority within the Board. Together, the Directors believe that the structure of the Board satisfactorily reflects the interests of its shareholders and is able to provide clear effective leadership to the YTL Corp Group. The composition of the Board reflects the wide range of business, commercial and financial experience essential in the management and direction of a corporation with global presence. A brief description of the background of each Director is presented in the Profile of the Board of Directors in this Annual Report. The Code includes a recommendation that the tenure of an independent director should not exceed a cumulative term of 9 years. However, the Board does not have set term limits for its members and considers instead the ability of the Directors to continue to serve and act in the best interests of the YTL Corp Group. The Independent Non-Executive Directors must also fulfil the criteria for independence set out in the Listing Requirements. It is the Board’s view that the length of service of the Independent Directors who have served on the Board for more than 9 years does not interfere with their exercise of independent judgment or their ability to act in the best interests of the YTL Corp Group. The Independent Non-Executive Directors are not employees and they do not participate in the day-to-day management or daily operations of the YTL Corp Group. These Directors serve in a professional capacity and do not have executive roles or business ties to the Company. Length of service enables the Independent Non-Executive Directors to better understand the YTL Corp Group and its businesses over the long-term and, therefore, better serve the interests of the Company and its shareholders by having a long-term familiarity with and understanding of the Company, its operations and growth strategies. The Board is satisfied with the skills, contributions and independent judgment that Dato’ (Dr) Yahya Bin Ismail, Dato’ Cheong Keap Tai and Mr Eu Peng Meng @ Leslie Eu, who have served for 9 years or more, bring to the Board. In view thereof, the Board recommends and supports the resolutions for their re-appointment as Independent Non-Executive Directors of the Company which will be tabled for shareholders’ approval at the forthcoming AGM of the Company.

bOaRD COmmiTmenT
In accordance with the Listing Requirements, each member of the Board holds not more than five directorships in public listed companies. This ensures that their commitment, resources and time are focused on the affairs of the YTL Corp Group thereby enabling them to discharge their duties effectively. The details of each Director’s attendance of Board meetings are also disclosed in the Profile of the Board of Directors in this Annual Report. The Directors are fully cognisant of the importance and value of attending seminars, training programmes and conferences in order to update themselves on developments and changes in the industries in which the YTL Corp Group operates, as well as wider economic, financial and governance issues to enhance their skills, knowledge and expertise in their respective fields. All Directors have attended and completed the Mandatory Accreditation Programme prescribed by Bursa Securities, and the Board will continue to evaluate and determine the training needs of its Directors on an ongoing basis. Throughout the financial year under review, the Directors attended various briefings, conferences, seminar programmes and speaking engagements covering areas that included corporate governance, leadership, relevant industry updates and global business developments which they have collectively or individually considered as useful in discharging their stewardship responsibilities.

inTegRiTY in FinanCial RePORTing
The Company has in place an Audit Committee which comprises 3 Non-Executive Directors, in compliance with the Listing Requirements which require all the members of the Audit Committee to be non-executive members. The Audit Committee holds quarterly meetings to review matters including the YTL Corp Group’s financial reporting, the audit plans for the financial year and recurrent related party transactions, as well as to deliberate the findings of the internal and external auditors. The Audit Committee met 6 times during the financial year ended 30 June 2013. Full details of the composition, complete terms of reference and a summary of the activities of the Audit Committee during the financial year are set out in the Audit Committee Report in this Annual Report. The Audit Committee has established formal and professional arrangements for maintaining an appropriate relationship with the Company’s external auditors, Messrs HLB Ler Lum. The external auditors also attend each AGM in order to address clarifications sought pertaining to the audited financial statements by shareholders.

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Statement on Corporate Governance for the financial year ended 30 June 2013 The Directors are responsible for ensuring that financial statements are drawn up in accordance with the Companies Act 1965, the Listing Requirements and applicable Financial Reporting Standards in Malaysia. The Statement of Directors’ Responsibilities made pursuant to Section 169 of the Companies Act 1965 is set out in this Annual Report. In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, to present a true and fair assessment of the Company’s position and prospects. Interim financial statements were reviewed by the Audit Committee and approved by the Board prior to release to Bursa Securities. The Managing Director and the Executive Directors meet with analysts, institutional shareholders and investors throughout the year not only to promote the dissemination of the YTL Corp Group’s financial results but to provide updates on strategies and new developments to ensure better understanding of the YTL Corp Group’s operations and activities. Presentations based on permissible disclosures are made to explain the YTL Corp Group’s performance and major development programs. Whilst efforts are made to provide as much information as possible to its shareholders and stakeholders, the Directors are cognisant of the legal and regulatory framework governing the release of material and sensitive information so as to not mislead its shareholders. Therefore, information that is price-sensitive or that may be regarded as undisclosed material information about the YTL Corp Group is not disclosed to any party until after the prescribed announcement to Bursa Securities has been made. The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, corporate developments in the YTL Corp Group, the resolutions being proposed and the business of the YTL Corp Group in general at every general meeting of the Company. The notice of the AGM and a circular to shareholders in relation to the renewal of the Company’s share buy-back and recurrent related party transactions mandates, if applicable, are sent to shareholders at least 21 days prior to the AGM in accordance with the Listing Requirements and the Companies Act 1965 in order to enable shareholders to review the YTL Corp Group’s financial and operational performance for the financial year and to fully evaluate new resolutions being proposed. The Managing Director and Executive Directors take the opportunity to present a comprehensive review of the progress and performance of the YTL Corp Group and provide appropriate answers in response to shareholders’ questions during the meeting, thereby ensuring a high level of accountability, transparency and identification with the YTL Corp Group’s business operations, strategy and goals. Each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of the issues involved. The rights of shareholders, including the right to demand a poll, are found in the Articles of Association of the Company. At the 29th AGM of the Company, held on 27 November 2012, the resolutions put forth for shareholders’ approval were voted on by a show of hands as there were no shareholder demands for voting to be done by way of a poll.

RiSk managemenT
The Board acknowledges its overall responsibility for maintaining a sound system of risk management and internal control to safeguard the investment of its shareholders and the YTL Corp Group’s assets. Details of the YTL Corp Group’s system of risk management and internal control and its internal audit function are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report in this Annual Report.

CORPORaTe DiSClOSuRe & COmmuniCaTiOn wiTh ShaRehOlDeRS
The YTL Corp Group values dialogue with investors and constantly strives to improve transparency by maintaining channels of communication with shareholders and investors that enable the Board to convey information about performance, corporate strategy and other matters affecting stakeholders’ interests. The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder value and recognises the importance of timely dissemination of information to shareholders. Accordingly, the Board ensures that shareholders are kept well-informed of any major development of the YTL Corp Group. Such information is communicated through the Annual Report, the various disclosures and announcements to Bursa Securities, including quarterly and annual results, and corporate websites. Corporate information, annual financial results, governance information, business reviews and future plans are disseminated through the Annual Report, whilst current corporate developments are communicated via the Company’s corporate website at www.ytl.com.my and the YTL Corp Group’s community website at www.ytlcommunity.com, in addition to prescribed information, including its interim financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.

This Statement was approved by the Board of Directors on 3 October 2013.

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YTL Corporation Berhad

57

STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL for the financial year ended 30 June 2013 During the financial year under review, YTL Corporation Berhad (“YTL Corp” or “Company”) and its subsidiaries (“YTL Corp Group”) continued to enhance the YTL Corp Group’s system of internal control and risk management, to comply with the applicable provisions of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the principles and recommendations of the Malaysian Code on Corporate Governance 2012 (“Code”). The Board acknowledges its overall responsibility for maintaining a sound system of risk management and internal control to safeguard the investment of its shareholders and the assets of the YTL Corp Group, and that these controls are designed to provide reasonable, but not absolute, assurance against the risk of occurrence of material errors, fraud or losses.

PRinCiPal FeaTuReS OF The YTl CORP gROuP’S SYSTem OF inTeRnal COnTROl
The Board is committed to maintaining a sound internal control structure that includes processes for continuous monitoring and review of effectiveness of control activities, and to govern the manner in which the YTL Corp Group and its staff conduct themselves. The principal features which formed part of the YTL Corp Group’s system of internal control can be summarised as follows:• authorisation Procedures: The YTL Corp Group has a clear definition of authorisation procedures and a clear line of accountability, with strict authorisation, approval and control procedures within the Board and the senior management. Responsibility levels are communicated throughout the YTL Corp Group which set out, among others, authorisation levels, segregation of duties and other control procedures to promote effective and independent stewardship in the best interests of shareholders. authority levels: The YTL Corp Group has delegated authority levels for major tenders, capital expenditure projects, acquisitions and disposals of businesses and other significant transactions to the Executive Directors. The approval of capital and revenue proposals above certain limits is reserved for decision by the Board. Other investment decisions are delegated for approval in accordance with authority limits. Comprehensive appraisal and monitoring procedures are applied to all major investment decisions. The authority of the Directors is required for decisions on key treasury matters including financing of corporate and investment funding requirements, foreign currency and interest rate risk management, investments, insurance and designation of authorised signatories. • Financial Performance: Interim financial results are reviewed by the Audit Committee and approved by the Board upon recommendation of the Audit Committee before release to Bursa Securities. The full year financial results and analyses of the YTL Corp Group’s state of affairs are disclosed to shareholders after review and audit by the external auditors.

ReSPOnSibiliTieS OF The bOaRD
The Board is ultimately responsible for maintaining a sound system of risk management and internal control which includes the establishment of an appropriate control environment framework to address the need to safeguard shareholders’ investments and the assets of the YTL Corp Group, and for reviewing the adequacy and integrity of the system. The system of internal control covers not only financial controls but operational and compliance controls and risk management. However, the Board recognises that reviewing the YTL Corp Group’s system of risk management and internal control is a concerted and continuing process, designed to minimise the likelihood of fraud and error, and to manage rather than eliminate the risk of failure to achieve business objectives. Accordingly, the system of risk management and internal control can only provide reasonable but not absolute assurance against material misstatement, fraud and loss. The Board believes that the YTL Corp Group’s system of risk management and internal control, financial or otherwise in place for the financial year under review, should provide reasonable assurance regarding the achievement of the objectives of ensuring effectiveness and efficiency of operations, reliability and transparency of financial information and compliance with laws and regulations. •

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Statement on Risk Management & Internal Control for the financial year ended 30 June 2013 • internal Compliance: The YTL Corp Group monitors compliance with its internal financial controls through management reviews and reports which are internally reviewed by key personnel to enable it to gauge achievement of annual targets. Updates of internal policies and procedures are undertaken to reflect changing risks or resolve operational deficiencies, as well as changes to legal and regulatory compliance requirements relevant to the YTL Corp Group. Internal audit visits are systematically arranged over specific periods to monitor and scrutinise compliance with procedures and assess the integrity of financial information provided. Ofwat), a government body, and by its regulatory licence. Wessex Water Services Limited (“WWSL”) possesses its own internal audit department. The internal audit department reports to WWSL’s audit committee, which has the responsibility to ensure the preservation of good financial practices and monitor the controls that are in place to ensure the integrity of those practices. It reviews the annual financial statements and provides a line of communication between the board of directors and the external auditors. It has formal terms of reference which deal with its authorities and duties, and its findings are presented to the audit committee of the Wessex Water Group’s parent company, YTL Power International Berhad (“YTL Power”), a listed subsidiary of YTL Corp. Similarly, the companies of the YTL PowerSeraya Pte Limited group (“YTL PowerSeraya”), which are subsidiaries of YTL Power, based in Singapore, were also not covered by YTLIA. YTL PowerSeraya’s operations are subject to stringent financial and operational controls imposed by its regulator, the Energy Market Authority (EMA), a statutory board under the Ministry of Trade and Industry of Singapore. YTL PowerSeraya possesses its own internal audit department which reports to its audit committee, and its findings are also presented to YTL Power’s audit committee. YTL PowerSeraya’s internal audit department has the responsibility to ensure that the internal controls and systems in place are maintained to provide reasonable assurance as to the integrity and reliability of its financial statements. The system of internal control will continue to be reviewed, enhanced and updated in line with changes in the operating environment. The Board will seek regular assurance on the continuity and effectiveness of the internal control system through appraisals by YTLIA. The Board is of the view that the current system of internal control in place throughout the YTL Corp Group is effective to safeguard its interests. • Senior management meetings: The YTL Corp Group conducts weekly meetings of the senior management which comprises Executive Directors and divisional heads. The purpose of these meetings is to deliberate and decide upon urgent company matters. Decisions can then be effectively communicated to all relevant staff levels in a timely manner. From these meetings, the management is able to identify significant operational and financial risks of the business units concerned.

keY PROCeSSeS OF The YTl CORP gROuP’S SYSTem OF inTeRnal COnTROl
The key processes that the Board has established to review the adequacy and integrity of the system of internal control are as follows:• internal audit Function: The YTL Corp Group’s internal audit function is carried out by its Internal Audit department (“YTLIA”), which provides assurance on the efficiency and effectiveness of the internal control systems implemented by Management, and reports directly to the Audit Committee. A description of the activities of the internal audit function can be found in the Audit Committee Report included in this Annual Report. YTLIA operates independently of the activities it audits and provides periodic reports to the Audit Committee, reporting on the outcome of the audits conducted which highlight the effectiveness of the system of internal control and significant risks. The Audit Committee reviews and evaluates the key concerns and issues raised by YTLIA and ensures that appropriate and prompt remedial action is taken by management. None of the weaknesses or issues identified during the review for the financial year has resulted in non-compliance with any relevant policies or procedures, listing requirements or recommended industry practices that would require disclosure in the Company’s Annual Report. The companies of the Wessex Water Limited group (“Wessex Water”) based in the United Kingdom (“UK”) were not covered by the internal audit process discussed above. Wessex Water’s operations are subject to stringent financial and operational controls imposed by its regulator, the UK Water Services Regulation Authority (known as

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Statement on Risk Management & Internal Control for the financial year ended 30 June 2013 • Treasury meetings: Management meetings are convened to review, identify, discuss and resolve significant financial and treasury matters and to monitor the financial standing of the YTL Corp Group. These meetings are conducted on a weekly basis to ensure that any new financial developments and/or areas of concern are highlighted early and can be dealt with promptly. The members of this meeting comprise at least the YTL Corp Group Managing Director, Executive Directors and senior managers. Site visits: The Executive Directors undertake site visits to production and operating units and communicate with various levels of staff to gauge first-hand the effectiveness of strategies discussed and implemented. This is to ensure that management and the Executive Directors maintain a transparent and open channel of communication for effective operation. The Board assumes overall responsibility for the YTL Corp Group’s risk management framework. Identifying, evaluating and managing any significant risks faced by the YTL Corp Group is an ongoing process which is undertaken in various stages:- (i) by senior management at each level of operations; (ii) by YTLIA in the performance of its internal audit functions; and (iii) by the Audit Committee, which assesses and analyses these findings and reports to the Board. During the financial year under review, the Board’s functions in the risk management framework were exercised primarily by the Executive Directors through their participation in management meetings to ensure the adequacy and integrity of the system of internal control. Emphasis is placed on reviewing and updating the process for identifying and evaluating the significant risks affecting the business, and policies and procedures by which these risks are managed. The YTL Corp Group’s activities expose it to a variety of financial risks, including market risk (comprising foreign currency exchange risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk. The YTL Corp Group’s overall financial risk management objective is to ensure that the YTL Corp Group creates value for its shareholders. The YTL Corp Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. Financial risk management is carried out through regular risk review analysis, internal control systems and adherence to the YTL Corp Group’s financial risk management policies. The Board regularly reviews these risks and approves the appropriate control environment framework. Further discussion and details on the YTL Corp Group’s financial risk management is contained in Note 40 of the Notes to the Financial Statements in this Annual Report. Management is responsible for creating a risk-aware culture within the YTL Corp Group and for the identification and evaluation of significant risks applicable to their areas of business, together with the design and operation of suitable internal controls. These risks are assessed on a continual basis and may be associated with a variety of internal and external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements. Significant changes in the business and the external environment which affect significant risks will be reported by the management to the Board in developing a risk mitigation action plan. Where areas for improvement in the system are identified, the Board considers the recommendations made by the Audit Committee and the internal auditors.



keY FeaTuReS & PROCeSSeS OF The YTl CORP gROuP’S RiSk managemenT FRamewORk
The YTL Corp Group’s strong financial profile is the result of a system of internal control and risk management designed to mitigate risks which arise in the course of business. This is exemplified by the YTL Corp Group’s strategy of acquiring regulated assets and financing acquisitions on a non-recourse basis. These include YTL Power’s wholly-owned subsidiaries, YTL Power Generation Sdn Bhd, Wessex Water and YTL PowerSeraya, as well as its interests in ElectraNet Pty Ltd and P.T. Jawa Power. These assets share common characteristics of highly predictable operating costs and revenue streams, which in turn generate stable and predictable cash flows and profits, underpinned by an established regulatory environment in their respective markets of operation. The Board acknowledges that all areas of the YTL Corp Group’s business activities involve some degree of risk. The YTL Corp Group is committed to ensuring that there is an effective risk management framework which allows management to manage risks within defined parameters and standards, and promotes profitability of the YTL Corp Group’s operations in order to enhance shareholder value.

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Statement on Risk Management & Internal Control for the financial year ended 30 June 2013 The Board will pursue its ongoing process of identifying, assessing and managing key business, operational and financial risks faced by its business units as well as regularly reviewing planned strategies to determine whether risks are mitigated and well-managed, and to ensure compliance with the guidelines issued by the relevant authorities. This is to ensure the YTL Corp Group is able to respond effectively to the constantly changing business environment in order to protect and enhance stakeholders’ interests and shareholder value.

Review bY exTeRnal auDiTORS
The external auditors, Messrs HLB Ler Lum, have reviewed this Statement on Risk Management & Internal Control for inclusion in the Annual Report for the financial year ended 30 June 2013, in compliance with Paragraph 15.23 of the Listing Requirements, and reported to the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal controls.

COnCluSiOn
The Board is of the view that the system of risk management and internal control being instituted throughout the YTL Corp Group is sound and effective. The monitoring, review and reporting arrangements in place give reasonable assurance that the structure and operation of controls are appropriate for the YTL Corp Group’s operations and that risks are at an acceptable level throughout its businesses. The Managing Director and the Executive Director primarily responsible for the financial management of YTL Corp have provided assurance to the Board that the YTL Corp Group’s risk management and internal control system is operating adequately and effectively. Reviews of all the control procedures will be continuously carried out to ensure the ongoing effectiveness and adequacy of the system of risk management and internal control, so as to safeguard shareholders’ investments and the YTL Corp Group’s assets.

This statement was approved by the Board of Directors on 3 October 2013.

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ANALYSIS OF SHAREHOLDINGS as at 27 September 2013 Class of shares : Ordinary Shares of RM0.10 each Voting rights : One vote per shareholder on a show of hands or one vote per ordinary share on a poll

DiSTRibuTiOn OF ShaRehOlDingS
Size of holding Less than 100 100 – 1,000 1,001 – 10,000 10,001 – 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares Total no. of Shareholders 2,163 3,394 10,605 5,931 1,195 4 23,292 % 9.29 14.57 45.53 25.46 5.13 0.02 100.00 no. of Shares# 57,561 1,532,178 47,630,273 171,222,739 3,423,827,556 6,721,317,127 10,365,587,434 %# 0.00 0.01 0.46 1.65 33.03 64.84 100.00

ThiRTY laRgeST ShaRehOlDeRS
(without aggregating securities from different securities accounts belonging to the same person) name 1 2 3 4 Yeoh Tiong Lay & Sons Holdings Sdn Bhd DB (Malaysia) Nominee (Asing) Sdn Bhd – Exempt An for Deutsche Bank Ag Singapore (PWM Asing) Citigroup Nominees (Tempatan) Sdn Bhd – Employees Provident Fund Board Malaysia Nominees (Tempatan) Sendirian Berhad – Pledged Securities Account for Yeoh Tiong Lay & Sons Holdings Sdn Bhd (88–00006–000) HSBC Nominees (Asing) Sdn Bhd – Exempt An for JPMorgan Chase Bank, National Association (JPMINTL BK Ltd) Cartaban Nominees (Asing) Sdn Bhd – Exempt An for State Street Bank & Trust Company (West CLT OD67) HSBC Nominees (Asing) Sdn Bhd – BBH and Co Boston for Vanguard Emerging Markets Stock Index Fund Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE State Secretary, Pahang Citigroup Nominees (Asing) Sdn Bhd – CBNY for Dimensional Emerging Markets Value Fund UOBM Nominees (Asing) Sdn Bhd – Deutsche Bank Ag Singapore Branch (PBD) for Orchestral Harmony Limited UOBM Nominees (Asing) Sdn Bhd – Deutsche Bank Ag Singapore Branch (PBD) for Velvet Properties Limited Maybank Nominees (Tempatan) Sdn Bhd – Pledged Securities Account for Yeoh Tiong Lay & Sons Holdings Sdn Bhd (514084576710) no. of Shares 4,167,969,909 1,048,099,571 798,047,647 707,200,000 %# 40.21 10.11 7.70 6.82

5 6 7 8 9 10 11 12 13

159,730,022 137,404,276 113,244,356 97,477,545 94,697,451 86,810,450 84,626,832 82,872,522 80,000,000

1.54 1.33 1.09 0.94 0.91 0.84 0.82 0.80 0.77

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YTL Corporation Berhad

Analysis of Shareholdings as at 27 September 2013 name 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Cartaban Nominees (Asing) Sdn Bhd – BBH And CO Boston for Fidelity Advisor New Insights Fund AmanahRaya Trustee Berhad – Amanah Saham Wawasan 2020 Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Cartaban Nominees (Asing) Sdn Bhd – BBH And CO Boston for Fidelity Contrafund Dato’ Yeoh Soo Keng HSBC Nominees (Asing) Sdn Bhd – Exempt An for JPMorgan Chase Bank, National Association (U.A.E.) Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Min Maybank Nominees (Tempatan) Sdn Bhd – Maybank Trustees Berhad Berhad for Public Ittikal Fund (N14011970240) Bara Aktif Sdn Bhd UOBM Nominees (Asing) Sdn Bhd – Deutsche Bank Ag Singapore Branch (PBD) for Windchime Developments Limited Yeoh Tiong Lay & Sons Holdings Sdn Bhd AmanahRaya Trustee Berhad – Skim Amanah Saham Bumiputera HSBC Nominees (Asing) Sdn Bhd – Exempt An for JPMorgan Chase Bank, National Association (U.S.A.) UOBM Nominees (Asing) Sdn Bhd – Deutsche Bank Ag Singapore Branch (PBD) for Water City Limited CIMB Group Nominees (Tempatan) Sdn Bhd – Pledged Securities Account for Bara Aktif Sdn Bhd (50150 GCM) Cartaban Nominees (Asing) Sdn Bhd – GIC Private Limited for Government of Singapore (C) Total no. of Shares 70,207,126 63,983,642 58,340,667 57,122,126 53,916,634 53,758,176 53,652,534 51,797,932 50,000,000 49,387,829 48,088,309 45,023,429 43,789,500 43,652,827 43,414,362 39,395,802 37,987,821 8,521,699,297 %# 0.68 0.62 0.56 0.55 0.52 0.52 0.52 0.50 0.48 0.48 0.46 0.43 0.42 0.42 0.42 0.38 0.37 82.21

SubSTanTial ShaRehOlDeRS
(as per register of substantial shareholders) name Yeoh Tiong Lay & Sons Holdings Sdn Bhd Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Employees Provident Fund Board
* #

Direct 5,042,806,618 90,561,164 801,921,347

no. of Shares held % indirect 48.65 0.87 7.74 – 5,042,806,618* –

%# – 48.65 –

Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd pursuant to Section 6A of the Companies Act, 1965 Based on the issued and paid-up share capital of the Company of RM1,073,893,147.30 comprising 10,738,931,473 ordinary shares net of 373,344,039 treasury shares retained by the Company as per Record of Depositors.

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YTL Corporation Berhad

63

STATEMENT OF DIRECTORS’ INTERESTS in the company and related corporations as at 27 September 2013

The COmPanY YTl CORPORaTiOn beRhaD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir Direct 90,561,164 133,001,216 55,481,889 480,000 51,797,932 44,535,079 53,652,534 53,916,634 20,081,152 9,304,133 no. of Shares held % 0.87 1.28 0.54 * 0.50 0.43 0.52 0.52 0.19 0.09 indirect % 49.08 – 0.05 0.01 0.01 0.23 0.19 0.01 0.04 *

5,087,101,282(1)(2) – 4,844,248(2) 524,418(2) 1,525,605(2)(5) 23,549,759(2) 19,332,622(2) 758,214(2) 4,005,597(2) 19,642(2)

name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato' Chong Keap Thai @ Cheong Keap Tai Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Eu Peng Meng @ Leslie Eu Syed Abdullah Bin Syed Abd. Kadir

no. of Share Options held Direct indirect 7,000,000 7,000,000 5,000,000 1,000,000 1,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 1,000,000 1,000,000 5,000,000(2) 2,000,000(2) – – – – 3,000,000(2) – – – – –

hOlDing COmPanY YeOh TiOng laY & SOnS hOlDingS SDn bhD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Direct 8,220,004 5,000,000 5,000,000 1,250,000 5,000,000 5,000,000 1,250,000 5,000,000 no. of Shares held % indirect 20.19 12.28 12.28 3.07 12.28 12.28 3.07 12.28 5,000,004(2) – – – – – – – % 12.28 – – – – – – –

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Statement of Directors’ Interests in the company and related corporations as at 27 September 2013

SubSiDiaRY COmPanieS YTl CemenT beRhaD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Direct – no. of Shares held % – indirect % 99.60

737,551,897(6)

YTl e-SOluTiOnS beRhaD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Dato’ Yeoh Soo Min Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Syed Abdullah Bin Syed Abd. Kadir Direct – – – 500,000 300,000 no. of Shares held % – – – 0.04 0.02 indirect % 74.27 0.08 0.14 – –

999,172,000(3) 1,053,800(5) 1,905,500(2) – –

YTl lanD & DevelOPmenT beRhaD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Soo Keng Direct – 61,538 – 100,000 no. of Shares held % – 0.01 – 0.01 indirect % 60.04 – 0.08 –

497,846,293(3) – 625,582(5) –

name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Keng

no. of irredeemable Convertible unsecured loan Stocks 2011/2021 held Direct % indirect – 37,000 60,000 – * 0.01 793,717,049(3) – –

% 80.03 – –

YTl POweR inTeRnaTiOnal beRhaD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir Direct 20,380,250 945,040 6,386,760 270,000 12,769,934 27,510,268 7,601,744 8,081,777 7,665,920 2,268,203 no. of Shares held % 0.29 0.01 0.09 * 0.18 0.39 0.11 0.12 0.11 0.03 indirect % 57.40 – 0.03 * 0.05 0.05 0.01 * 0.02 *

4,013,863,231(2)(4) – 1,940,200(2) 38,610(2) 3,283,424(2)(5) 3,281,179(2) 1,019,291(2) 133,500(2) 1,093,601(2) 524(2)

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65

Statement of Directors’ Interests in the company and related corporations as at 27 September 2013 no. of warrants 2008/2018 held Direct % indirect 6,037,432 13,726,922 3,698,792 3,454,000 2,969,004 6,073,302 5,180,386 1,338,743 0.52 1.18 0.32 0.30 0.26 0.52 0.45 0.12 519,265,210(3) – 282,949(2) 308,893(2)(5) 1,569,981(2) 1,587,797(2) 87,054(2) 267,039(2)

name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah

% 44.66 – 0.02 0.03 0.14 0.14 0.01 0.02

name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir

no. of Shares Options Direct indirect 7,000,000 7,000,000 5,000,000 1,000,000 3,000,000 5,000,000 5,000,000 3,000,000 5,000,000 3,000,000 – – – – – 500,000(2) – – – –

SYaRikaT PelanCOngan SeRi anDalan (m) SDn bhD name Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE no. of Shares held Direct % 1 1 * *

inFOSCReen neTwORkS PlC name Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE no. of Shares held Direct % 100 *

YTl CORPORaTiOn (uk) PlC name Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE no. of Shares held Direct % 1 *

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Statement of Directors’ Interests in the company and related corporations as at 27 September 2013

YTl COnSTRuCTiOn (ThailanD) limiTeD name Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Mark Yeoh Seok Kah no. of Shares held Direct % 1 1 1 1 1 0.01 0.01 0.01 0.01 0.01

Samui hOTel 2 CO. lTD name Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Mark Yeoh Seok Kah
* (1) (2) (3) (4) (5) (6) Negligible Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. Deemed interests by virtue of interests held by spouse and/or children pursuant to Section 134(12)(c) of the Companies Act, 1965. Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd and YTL Corporation Berhad pursuant to Section 6A of the Companies Act, 1965. Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd, YTL Corporation Berhad, YTL Power Services Sdn Bhd and Cornerstone Crest Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. Deemed interests by virtue of interests held by Tan & Yeoh Properties Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. Deemed interests by virtue of interests held by YTL Corporation Berhad and YTL Power International Berhad pursuant to Section 6A of the Companies Act, 1965.

no. of Shares held Direct % 1 1 * *

By virtue of Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay’s deemed interests in the shares of the Company under Section 6A of the Companies Act, 1965 he is deemed to have interests in the shares of the subsidiaries of the Company to the extent the Company has an interest. Other than as disclosed above, none of the other Directors held any interest in shares of the Company or its related corporations.

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YTL Corporation Berhad

67

SCHEDULE OF SHARE BUY-BACK for the financial year ended 30 June 2013 Save as disclosed below, there were no purchases for other months during the financial year:no. of Shares of Rm0.10 each Purchased and Retained as Treasury Shares 5,595,100 12,110,000 41,722,000 22,462,000 36,647,300 32,258,000 1,500,000 100 152,294,500

monthly breakdown July 2012 August 2012 September 2012 October 2012 November 2012 December 2012 January 2013 February 2013 TOTal

Purchase Price Per Share (Rm) lowest highest 1.86 1.80 1.73 1.74 1.69 1.77 1.84 1.63 2.03 1.88 1.83 1.79 1.79 1.90 1.84 1.63

average Cost Per Share (Rm) 1.94987 1.84678 1.79711 1.76779 1.74725 1.85020 1.84621 2.04050

Total Cost (Rm) 10,909,727.02 22,364,510.26 74,979,043.31 39,708,205.77 64,031,940.87 59,683,661.15 2,769,308.00 204.05 274,446,600.43

During the financial year, all the shares purchased by the Company were retained as treasury shares. On 2 July 2012, a total of 647,539,006 treasury shares were distributed as share dividend to the shareholders on the basis of one (1) treasury share for every fifteen (15) ordinary shares held on 18 June 2012. As at 30 June 2013, the number of treasury shares held was 373,343,939. None of the treasury shares were resold or cancelled during the financial year.

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LIST OF PROPERTIES for the financial year ended 30 June 2013 approximate age of building (years) – net book value as at 30 June 2013 Date of Rm’000 acquisition 1,315,716 22.11.2007

location Lot 1070N of Town Subdivision 24, Orchard Boulevard Folio Identifier 1/804285 being lot 1 in deposited plan 804285 in the local government area of Sydney, Parish of St James, County of Cumberland HS (D) 460/88 PT 1122# HS (D) 461/88 PT 1123# HS (D) 2675 PT 1327# HS (D) 3705 PT 1417# HS (D) 3706 PT 1418# HS (D) 2676 PT 1328# HS (D) 2677 PT 1329# HS (D) 2678 PT 1330# HS (D) 2679 PT 1331# HS (D) 2680 PT 1332# HS (D) 2735 PT 1326# HS (D) 2737 PT 417# HS (D) 2681 PT 1333# HS (D) 4170 PT 1419# HS (D) 4171 PT 1420# HS (D) 8804 PT 1421# PN 00108181, Lot 2764#

Tenure Freehold

land area 1.427 acres

Description and existing use Future Development Land 33-storey hotel building with central atrium comprising 563 rooms including 3 levels of basement with car parking bays Cement plant Cement plant Cement plant Warehouse & depot Cement plant Cement plant Cement plant Cement plant Cement plant Cement plant Staff quarter building Cement plant Cement plant Cement plant Cement plant Cement plant Cement plant

built up area (sq.m.) –

lease expiry Date –

Freehold

3,084 sq.m.

47,276 sq.m.

24



756,024

29.11.2012

Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold

59.79 acres 0.9864 acres 22.21 acres 1.46 acres 14.55 acres 8.20 acres 30.25 acres 102.33 acres 130.97 acres 14.41 acres 28.24 acres 28.17 acres 278.24 acres 30.06 acres 3.54 acres 13.38 acres 49.57 acres

– – – – – – – – – – – – – – – – –

– – – – – – – – – – – – – – – – –

Year 2087 Year 2087 Year 2095 Year 2096 Year 2096 Year 2095 Year 2095 Year 2095 Year 2026 Year 2026 Year 2095 Year 2095 Year 2026 Year 2097 Year 2097 Year 2102 Year 2886 491,733

30.7.1998 30.7.1988 17.4.1996 29.12.1997 29.12.1997 17.4.1996 17.4.1996 17.4.1996 17.4.1996 17.4.1996 29.5.1996 27.6.1996 17.4.1996 15.9.1998 15.9.1998 1.10.2003 1.11.1996

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YTL Corporation Berhad

69

List of Properties for the financial year ended 30 June 2013 approximate age of building (years) – net book value as at 30 June 2013 Date of Rm’000 acquisition 394,232 21.5.2002

location Avonmouth STW, Kings Weston Lane, Avonmouth, Bristol BS11 OYS Grant No. 28678 for Lot No. 1267 Section 67, Town and District of Kuala Lumpur, State of Wilayah Persekutuan Kuala Lumpur@

Tenure Freehold

land area

Description and existing use

built up area (sq.m.) –

lease expiry Date –

394,600 sq.m. Sewerage treatment works

Freehold

12,338 sq.m.

5 star hotel with 561 rooms located on part of a 8-level podium block and the entire 24-level tower block of a shopping centre 28-storey hotel building comprising 267 rooms with 3 levels of basement car park

45,834 sq.m.

16



349,700

16.12.2005

Lot 5 in survey plan 100339 comprised in certificate of title Reference 50218402, Brisbane, Australia

Freehold

1,532 sq.m.

17,350 sq.m.

15



346,581

29.11.2012

Geran 26579, Lot No. 225, Section 67, Bandar and Daerah Wilayah Persekutuan Kuala Lumpur

Freehold

1,596.206 sq.m. 22-storey 5-star hotel building comprising 251 rooms with 4-storey basement car parks 91,800 sq.m. Sewerage treatment works Mixed residential and commercial development

31,613.3 sq.m.

19



253,017

15.11.2011

Poole STW, Cabot Lane, Poole, Dorset, BH17 7BX Section 81,83 & 84 Bandar Kuala Lumpur, Wilayah Persekutuan and Mukim Batu, Kuala Lumpur W-S-Mare STW, Accomodation Road, Bleadon, Weston Super Mare, BS24 OAP
# @

Freehold







227,071

21.5.2002

Freehold

65.346 acres







225,048

1995

Freehold

157,500 sq.m. Sewerage treatment works







222,712

21.5.2002

Mukim Kampung Buaya, Daerah Kuala Kangsar, Negeri Perak Darul Ridzuan Revalued on 1 March 2011

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Financial Statements

Directors’ Report Statement by Directors Statutory Declaration Independent Auditors’ Report Income Statements Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flows Notes to the Financial Statements Supplementary Information – Breakdown of Retained Earnings into Realised and Unrealised

72 84 84 85 87 88 89 91 94 97 234

DIRECTORS’ REPORT
The Directors have pleasure in submitting their Report together with the audited financial statements of the Group and of the Company for the financial year ended 30 June 2013.

PRinCiPal aCTiviTieS
The principal activities of the Company are those of an investment holding and management company. The principal activities of the subsidiaries are set out in Note 13 to the Financial Statements. There have been no significant changes in the nature of these activities during the financial year.

FinanCial ReSulTS group Rm’000 Profit for the year Attributable to:Owners of the parent Non-controlling interests 1,845,782 Company Rm’000 775,862

1,274,494 571,288 1,845,782

775,862 – 775,862

DiviDenDS
The amount of dividend paid since the end of the last financial year was as follows:Rm’000 In respect of the financial year ended 30 June 2013:A first interim single tier dividend of 10% or 1 sen per ordinary share of 10 sen each paid on 15 January 2013 A second interim single tier dividend of 15% or 1.5 sen per ordinary share of 10 sen each paid on 29 March 2013

103,436

155,484 258,920

The Board of Directors does not recommend the payment of a final dividend for the financial year ended 30 June 2013.

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Directors’ Report
ReSeRveS anD PROviSiOnS
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

ShaRe CaPiTal
During the financial year, the following shares were issued by the Company:number of shares 86,699,323 2,238,471 103,219,010 issue price Rm 1.80 1.78 1.67

Class of shares Ordinary Ordinary Ordinary

Term of issue Otherwise than cash Otherwise than cash Otherwise than cash

Purpose of issue Conversion of exchangeable bonds Conversion of exchangeable bonds Conversion of exchangeable bonds

The new ordinary shares rank pari passu in all respects with the existing ordinary shares.

TReaSuRY ShaReS
The shareholders of the Company granted a mandate to the Company to repurchase its own shares at the Annual General Meeting held on 27 November 2012. The Directors of the Company are committed to enhance the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interest of the Company and its shareholders. Details of treasury shares are set out in Note 28(a) to the financial statements.

emPlOYeeS’ ShaRe OPTiOn SCheme
The Employees Share Option Scheme (“ESOS”) for employees and Executive Directors of the Company and its subsidiaries who meet the criteria of eligibility for participation was governed by the by-laws approved by the shareholder at an Extraordinary General Meeting (“EGM”) held on 16 October 2001 (“ESOS 2001”). The ESOS 2001 expired on 29 November 2011 and all unexercised share options lapsed as at that date. A new ESOS for employees and Directors of the Company and its subsidiaries who meet the criteria of eligibility for participation was established as approved by the shareholders of the Company at the EGM held on 30 November 2010 (“ESOS 2011”). The scheme was implemented on 1 April 2011. The salient features and terms of the ESOS 2011, and the ordinary shares issued during the period prior to expiry by virtue of the exercise of options under the ESOS 2001 are set out in Note 28(b) to the financial statements.

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Directors’ Report emPlOYeeS’ ShaRe OPTiOn SCheme (COnTinueD)
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of grantees granted less than 3,000,000 share options each during the year pursuant to the ESOS. The following person was granted share options of 3,000,000 or more during the financial year:name Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping Puan Sri Datin Sri Tan Kai Yong @ Tan Kay Neong Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah number of share options granted 7,000,000 7,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000

DiReCTORS
The Directors who served on the Board of the Company since the date of the last Report are:Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Chong Keap Thai @ Cheong Keap Tai Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Eu Peng Meng @ Leslie Eu Syed Abdullah Bin Syed Abd. Kadir Faiz Bin Ishak

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Directors’ Report
DiReCTORS’ inTeReSTS
The following Directors of the Company who held office at the end of the financial year had, according to the register required to be kept under Section 134 of the Companies Act 1965, interests in the shares of the Company and related companies as follows:The Company number of ordinary shares of Rm0.10 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 84,901,093 124,688,641 52,014,272 510,000 48,560,562 41,751,637 50,299,252 50,546,845 18,826,080 9,191,375 5,660,071 8,312,575 3,467,617 34,000 3,237,370 2,783,442 3,353,282 3,369,789 1,255,072 612,758 – – – – – – – – – 500,000 90,561,164 133,001,216 55,481,889 544,000 51,797,932 44,535,079 53,652,534 53,916,634 20,081,152 9,304,133

Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir

Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir

number of ordinary shares of Rm0.10 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 4,769,157,454(1)(2) 317,943,828 3,978,983(2) 865,265 496,330(2) 33,088 1,430,255(2)(5) 95,350 22,077,900(2) 1,721,859 18,124,334(2) 1,208,288 710,826(2) 47,388 3,755,248(2) 250,349 18,415(2) 1,227 – 5,087,101,282(1)(2) – 4,844,248(2) – 529,418(2) – 1,525,605(2)(5) 250,000 23,549,759(2) – 19,332,622(2) – 758,214(2) – 4,005,597(2) – 19,642(2)

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Directors’ Report
DiReCTORS’ inTeReSTS (COnTinueD)
The Company (continued) number of share options over ordinary shares of Rm0.10 each Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Chong Keap Thai @ Cheong Keap Tai Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Eu Peng Meng @ Leslie Eu Syed Abdullah Bin Syed Abd. Kadir Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Hong balance at 1.7.2012 – – – – – – – – – – – – granted 7,000,000 7,000,000 5,000,000 1,000,000 1,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 1,000,000 1,000,000 exercised – – – – – – – – – – – – balance at 30.6.2013 7,000,000 7,000,000 5,000,000 1,000,000 1,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 1,000,000 1,000,000

– – –

5,000,000 2,000,000 3,000,000

– – –

5,000,000(2) 2,000,000(2) 3,000,000(2)

holding company – Yeoh Tiong lay & Sons holdings Sdn. bhd. number of ordinary shares of Rm1.00 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 8,220,004 5,000,000 5,000,000 1,250,000 5,000,000 5,000,000 1,250,000 5,000,000 – – – – – – – – – – – – – – – – 8,220,004 5,000,000 5,000,000 1,250,000 5,000,000 5,000,000 1,250,000 5,000,000

Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay

5,000,004(2)





5,000,004(2)

76

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YTL Corporation Berhad

Directors’ Report
DiReCTORS’ inTeReSTS (COnTinueD)
Subsidiaries – YTl Cement berhad number of ordinary shares of Rm0.50 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 479,985,819(6) 381,449,796 123,883,718 737,551,897(6)

Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay

Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay

number of irredeemable Convertible unsecured loan Stocks 2005/2015 balance Converted/ balance at 1.7.2012 acquired Disposed at 30.6.2013 468,770,269(7) – 468,770,269 –

Subsidiaries – YTl Power international berhad number of ordinary shares of Rm0.50 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 20,380,250 945,040 6,386,760 343,000 12,769,934 27,510,268 7,601,744 8,081,777 7,665,920 2,268,203 – – – – – – – – – – – – – – – – – – – – 20,380,250 945,040 6,386,760 343,000 12,769,934 27,510,268 7,601,744 8,081,777 7,665,920 2,268,203

Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir

4,013,899,231(2)(3) – 38,610(2) 3,283,424(2)(5) 3,281,179(2) 1,019,291(2) 133,500(2) 1,093,601(2) 524(2)

– 1,940,200 – – 2,000 – – – –

18,000 4,013,881,231(2)(3) – 1,940,200(2) – 38,610(2) – 3,283,424(2)(5) 2,000 3,281,179(2) – 1,019,291(2) – 133,500(2) – 1,093,601(2) – 524(2)

Annual Report 2013



YTL Corporation Berhad

77

Directors’ Report
DiReCTORS’ inTeReSTS (COnTinueD)
Subsidiaries – YTl Power international berhad (continued) balance at 1.7.2012 – 4,860,175 632,962 – – 1,496,502 1,585,944 – – number of warrants 2008/2018 exercised/ balance acquired Disposed at 30.6.2013 6,037,432 8,866,747 3,698,792 3,454,000 2,969,004 4,576,800 3,594,442 1,338,743 640,275 – – 632,962 – – – – – 640,275 6,037,432 13,726,922 3,698,792 3,454,000 2,969,004 6,073,302 5,180,386 1,338,743 –

Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah

869,295,557(4) – 207,000(5) – 298,956(2) 36,507(2) –

339,140,105 282,949 101,893 1,569,981 1,288,841 50,547 267,039

689,170,452 – – – – – –

519,265,210(2)(4) 282,949(2) 308,893(5) 1,569,981(2) 1,587,797(2) 87,054(2) 267,039(2)

number of share options over ordinary shares of Rm0.50 each Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ (Dr) Yahya Bin Ismail Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong balance at 1.7.2012 7,000,000 7,000,000 5,000,000 1,000,000 3,000,000 5,000,000 5,000,000 granted – – – – – – – exercised – – – – – – – lapsed – – – – – – – balance at 30.6.2013 7,000,000 7,000,000 5,000,000 1,000,000 3,000,000 5,000,000 5,000,000

78

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YTL Corporation Berhad

Directors’ Report
DiReCTORS’ inTeReSTS (COnTinueD)
Subsidiaries – YTl Power international berhad (continued) number of share options over ordinary shares of Rm0.50 each Direct interests Dato’ Yeoh Soo Keng Dato’ Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir Deemed interests Dato’ Yeoh Soo Min Dato’ Yeoh Seok Hong balance at 1.7.2012 3,000,000 5,000,000 3,000,000 granted – – – exercised – – – lapsed – – – balance at 30.6.2013 3,000,000 5,000,000 3,000,000

100,000(2) 500,000(2)

– –

– –

100,000 –

– 500,000(2)

Subsidiaries – YTl land & Development berhad number of ordinary shares of Rm0.50 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 61,538 100,000 – – – – 61,538 100,000

Direct interests Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Keng Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Dato’ Yeoh Soo Min

497,846,293(4) 625,582(5)

– –

– –

497,846,293(4) 625,582(5)

Direct interests Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Keng Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay

number of irredeemable Convertible unsecured loan Stocks 2011/2021 of Rm0.50 each balance Converted/ balance at 1.7.2012 acquired Disposed at 30.6.2013 37,000 60,000 – – – – 37,000 60,000

793,717,049(4)





793,717,049(4)

Annual Report 2013



YTL Corporation Berhad

79

Directors’ Report
DiReCTORS’ inTeReSTS (COnTinueD)
Subsidiaries – YTl e-Solutions berhad number of ordinary shares of Rm0.10 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 500,000 300,000 – – – – 500,000 300,000

Direct interests Dato’ Yeoh Soo Keng Syed Abdullah Bin Syed Abd. Kadir Deemed interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Dato’ Yeoh Soo Min Dato’ Sri Michael Yeoh Sock Siong

999,172,000(4) 1,053,800(5) 1,905,500(2)

– – –

– – –

999,172,000(4) 1,053,800(5) 1,905,500(2)

– infoscreen networks PlC* number of ordinary shares of £0.01 each Direct interests Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1.7.2012 100 acquired – Disposed – balance at 30.6.2013 100

– YTl Corporation (uk) PlC* number of ordinary shares of £0.25 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 1 – – 1

Direct interests Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE * Incorporated in England & Wales

Subsidiaries – Syarikat Pelancongan Seri andalan (m) Sdn. bhd. number of ordinary shares of Rm1.00 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 1 1 – – – – 1 1

Direct interests Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE

80

Annual Report 2013



YTL Corporation Berhad

Directors’ Report
DiReCTORS’ inTeReSTS (COnTinueD)
– YTl Construction (Thailand) limited+ number of ordinary shares of Thb100 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 1 1 1 1 1 – – – – – – – – – – 1 1 1 1 1

Direct interests Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Yeoh Seok Kian Dato’ Yeoh Seok Hong Dato’ Sri Michael Yeoh Sock Siong Dato’ Mark Yeoh Seok Kah

– Samui hotel 2 Co., ltd+ number of ordinary shares of Thb10 each balance balance at 1.7.2012 acquired Disposed at 30.6.2013 1 1 – – – – 1 1

Direct interests Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE Dato’ Mark Yeoh Seok Kah
+Incorporated

in Thailand

Subsidiaries – Swiss water System agΩ number of ordinary shares of ChF10 each balance acquired Disposed balance at at 1.7.2012 24.10.2012∂ 12,250 – – 12,250

Direct interests Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE
Ω ∂ (1) (2) (3) (4) (5) (6) (7)

Incorporated in Switzerland Ceased to be a related corporation on 24 October 2012 Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965. Deemed interests by virtue of interests held by spouse and/or children pursuant to Section 134(12)(c) of the Companies Act 1965. Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn. Bhd., YTL Corporation Berhad, YTL Power Services Sdn. Bhd. and Cornerstone Crest Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965. Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn. Bhd. and YTL Corporation Berhad pursuant to Section 6A of the Companies Act 1965. Deemed interests by virtue of interests held by Tan & Yeoh Properties Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965. Deemed interests by virtue of interests held by YTL Corporation Berhad and YTL Power International Berhad pursuant to Section 6A of the Companies Act 1965. Deemed interests by virtue of interests held by YTL Corporation Berhad, YTL Industries Berhad and YTL Power International Berhad pursuant to Section 6A of the Companies Act 1965.

By virtue of Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay’s deemed interests in the shares of the Company under Section 6A of the Companies Act 1965, Tan Sri Dato’ Seri is deemed to have interests in the shares of the subsidiaries of the Company to the extent that the Company has an interest. Other than as disclosed above, Directors who held office at the end of the financial year did not have interests in the shares of the Company or related companies during the financial year.

Annual Report 2013



YTL Corporation Berhad

81

Directors’ Report
DiReCTORS’ beneFiTS
During and at the end of the financial year, no arrangement 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, other than those arising from the share options granted pursuant to the ESOS 2011. Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than benefits included in the aggregate amount of remuneration received or due and receivable by Directors as shown in the financial statements of the Group and of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he/she is a member, or with a company in which he/she has a substantial financial interest except as disclosed in the Notes to the Financial Statements.

STaTuTORY inFORmaTiOn On The FinanCial STaTemenTS
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts have been written off and that adequate allowance has been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records of the Group and of the Company in the ordinary course of business have 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 amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

At the date of this Report, there does not exist:(a) 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 liability of any other person; or

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. 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 year which, in the opinion of the Directors, will or may affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

82

Annual Report 2013



YTL Corporation Berhad

Directors’ Report
OTheR STaTuTORY inFORmaTiOn On The FinanCial STaTemenTS
The Directors state that:At the date of this Report, they are not aware of any circumstances not otherwise dealt with in this Report or the financial statements of the Group and of the Company which would render any amount stated in the respective financial statements misleading. In their opinion, (a) the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this Report is made.

hOlDing COmPanY
The Directors regard Yeoh Tiong Lay & Sons Holdings Sdn. Bhd., a company incorporated in Malaysia as the Company’s holding company.

auDiTORS
The auditors, Messrs. HLB Ler Lum, Chartered Accountants, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors,

Tan Sri Dato’ Seri (Dr) Yeoh Tiong lay

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Cbe, FiCe Dated: 3 October 2013 Kuala Lumpur

Annual Report 2013



YTL Corporation Berhad

83

STATEMENT BY DIRECTORS
We, TAN SRI DATO’ SERI (DR) YEOH TIONG LAY and TAN SRI DATO’ (DR) FRANCIS YEOH SOCK PING, CBE, FICE, being two of the Directors of YTL CORPORATION BERHAD, do hereby state that, in the opinion of the Directors, the accompanying financial statements are drawn up in accordance with Financial Reporting Standards (“FRS”) and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 June 2013 and of the results of the operations and cash flows of the Group and of the Company for the financial year then ended. The supplementary information set out in the financial statements have been prepared in accordance with the 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 Malaysia Institute of Accountants, and the directive of Bursa Malaysia Securities Berhad. Signed on behalf of the Board in accordance with a resolution of the Directors, dated 3 October 2013.

Tan Sri Dato’ Seri (Dr) Yeoh Tiong lay

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Cbe, FiCe

STATUTORY DECLARATION
I, TAN SRI DATO’ (DR) FRANCIS YEOH SOCK PING, CBE, FICE, being the Director primarily responsible for the financial management of YTL CORPORATION BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief the accompanying financial statements are correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1960.

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Cbe, FiCe Subscribed and solemnly declared by the abovenamed TAN SRI DATO’ (DR) FRANCIS YEOH SOCK PING, CBE, FICE at Kuala Lumpur on 3 October 2013 Before me:

Tan Seok kett Commissioner for Oaths

84

Annual Report 2013



YTL Corporation Berhad

INDEPENDENT AUDITORS’ REPORT to the members of YTL Corporation Berhad

RePORT On The FinanCial STaTemenTS
We have audited the financial statements of YTL CORPORATION BERHAD, which comprise the Statements of Financial Position as at 30 June 2013 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 information notes, as set out on pages 87 to 233.

DiReCTORS’ ReSPOnSibiliTY FOR The FinanCial STaTemenTS
The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Financial Reporting Standards and the requirement of the Companies Act 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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 entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the 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 give a true and fair view of the financial position of the Group and of the Company as of 30 June 2013 and of their financial performance and cash flows for the year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

Report on Other legal and Regulatory Requirements In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors 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 13 to the Financial Statements.

Annual Report 2013



YTL Corporation Berhad

85

Independent Auditors’ Report to the members of YTL Corporation Berhad

OPiniOn (COnTinueD)
Report on Other legal and Regulatory Requirements (continued) (c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

OTheR RePORTing ReSPOnSibiliTieS
The supplementary information set out on page 234 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised 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.

OTheR maTTeRS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

hlb leR lum AF 0276 Chartered Accountants

lum TuCk CheOng 1005/3/15(J/PH) Chartered Accountant Dated: 3 October 2013 Kuala Lumpur

86

Annual Report 2013



YTL Corporation Berhad

INCOME STATEMENTS for the financial year ended 30 June 2013 group note Revenue Cost of sales Gross profit Other operating income Selling and distribution costs Administration expenses Other operating expenses Finance costs Share of results of associated companies and jointly controlled entities, net of tax Profit before tax Income tax expenses Profit for the year Attributable to:Owners of the parent Non-controlling interests 1,274,494 571,288 1,845,782 Earning per share (sen) Basis Diluted Dividend per ordinary shares (sen) 1,181,123 792,967 1,974,090 775,862 – 775,862 520,693 – 520,693 3 4 2013 Rm’000 19,972,948 (15,816,569) 4,156,379 406,936 (318,667) (1,075,820) (305,947) (1,001,293) 451,801 6 7 2,313,389 (467,607) 1,845,782 2012 Rm’000 20,195,789 (15,965,415) 4,230,374 331,339 (318,146) (1,052,069) (112,063) (1,009,220) 379,939 2,450,154 (476,064) 1,974,090 2013 Rm’000 826,350 – 826,350 97,162 – (45,975) – (85,644) – 791,893 (16,031) 775,862 Company 2012 Rm’000 569,776 – 569,776 132,029 – (48,706) – (85,179) – 567,920 (47,227) 520,693

5

8 8 9

12.30 12.30 2.50

12.25 12.25 4.00

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2013



YTL Corporation Berhad

87

STATEMENTS OF COMPREHENSIVE INCOME for the financial year ended 30 June 2013 group 2013 Rm’000 Profit for the year Other comprehensive (loss)/income: Items that may be reclassified subsequently to income statement: – available-for-sale financial assets – cash flow hedges – share of other comprehensive losses of associated companies – foreign currency translation Other comprehensive (loss)/income for the year, net of tax Total comprehensive income for the year Total comprehensive income attributable to:Owners of the parent Non-controlling interests 1,255,561 456,287 1,711,848 1,055,264 768,430 1,823,694 776,420 – 776,420 520,614 – 520,614 1,845,782 2012 Rm’000 1,974,090 2013 Rm’000 775,862 Company 2012 Rm’000 520,693

(54,234) 165,728 (2,481) (242,947) (133,934) 1,711,848

(48,379) (244,812) (8,741) 151,536 (150,396) 1,823,694

558 – – – 558 776,420

(79) – – – (79) 520,614

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

88

Annual Report 2013



YTL Corporation Berhad

STATEMENTS OF FINANCIAL POSITION as at 30 June 2013

group note aSSeTS non-current assets Property, plant and equipment Investment properties Development expenditures Investment in subsidiaries Investment in associated companies Joint ventures Investments Intangible assets Biological assets Trade and other receivables Other non-current assets Derivative financial instruments 10 11 12 13 14 15 16 18 19 20 23 24 22,193,050 633,608 975,874 – 3,418,740 22,490 155,035 4,785,485 1,700 558,521 147,762 7,850 32,900,115 Current assets Inventories Property development costs Trade and other receivables Other current assets Derivative financial instruments Income tax assets Amounts due from related parties Short term investments Fixed deposits Cash and bank balances 21 22 20 23 24 26 27 17 17 892,569 1,370,881 3,537,001 398,295 37,654 37,251 41,000 590,715 13,145,698 668,315 20,719,379 Total assets 53,619,494 928,654 1,224,628 3,558,159 667,463 75,856 47,480 25,303 572,881 12,569,307 783,068 20,452,799 51,623,313 – – 17,361 1,054 – 20,650 2,385,369 590,715 1,750,043 4,405 4,769,597 11,105,633 20,620,111 627,851 955,625 – 3,203,471 22,493 168,010 4,717,126 1,316 778,068 72,646 3,797 31,170,514 4,419 – – 5,952,235 205,241 – 174,141 – – – – – 6,336,036 2013 Rm’000 2012 Rm’000 2013 Rm’000

Company 2012 Rm’000

3,220 – – 5,772,096 210,641 – 120,360 – – – – – 6,106,317

– – 13,518 1,481 – 15,776 1,995,525 572,881 774,765 3,560 3,377,506 9,483,823

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2013



YTL Corporation Berhad

89

Statements of Financial Position as at 30 June 2013 group note eQuiTY anD liabiliTieS equity attributable to owners of the parent Share capital Share premium Other reserves Retained earnings Treasury shares, at cost 28 29 29 28 1,073,893 1,987,700 (530,426) 11,395,643 (593,339) 13,333,471 2,224,274 15,557,745 1,054,677 1,674,496 397,317 10,305,216 (1,253,032) 12,178,674 2,200,582 14,379,256 1,073,893 1,987,700 17,560 4,651,693 (593,339) 7,137,507 – 7,137,507 1,054,677 1,674,496 935,282 4,134,751 (1,253,032) 6,546,174 – 6,546,174 2013 Rm’000 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

Non-controlling interests Total equity non-current liabilities Long term payables Other non-current liabilities Bonds Borrowings Grants and contributions Deferred tax liabilities Post-employment benefit obligations Derivative financial instruments Total non-current liabilities Current liabilities Trade and other payables Other current liabilities Derivative financial instruments Amounts due to related parties Bonds Borrowings Provision for liabilities and charges Post-employment benefit obligations Income tax liabilities Total current liabilities Total liabilities Total equity and liabilities 37 38 24 26 32 33 39 36 30 31 32 33 34 35 36 24

320,281 67,696 13,336,110 13,178,701 295,774 2,513,137 100,012 140,332 29,952,043

314,453 67,696 12,419,213 5,165,377 280,011 2,696,881 127,898 239,719 21,311,248

– – 1,000,000 545 – 100 – – 1,000,645

– – 500,000 183 – 100 – – 500,283

3,460,399 34,436 61,282 5,359 1,350,000 2,877,257 5,275 4,949 310,749 8,109,706 38,061,749 53,619,494

3,509,211 98,077 284,648 9,806 615,500 11,003,283 4,777 4,589 402,918 15,932,809 37,244,057 51,623,313

14,886 – – 1,048,115 500,000 1,404,216 – 264 – 2,967,481 3,968,126 11,105,633

22,457 – – 760,730 – 1,653,944 – 235 – 2,437,366 2,937,649 9,483,823

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

90

Annual Report 2013



YTL Corporation Berhad

STATEMENTS OF CHANGES IN EQUITY as at 30 June 2013 group – 2013 attributable to Owners of the Parent non-distributable Distributable Share Share Other Retained Treasury capital premium reserves earnings shares Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 1,054,677 – – 1,674,496 – – 397,317 – (18,933) 10,305,216 1,274,494 –

noncontrolling interests Total Rm’000 Rm’000 2,200,582 571,288 (115,001)

Total equity Rm’000 14,379,256 1,845,782 (133,934)

At 1 July 2012 Profit for the year Other comprehensive loss for the year Total comprehensive (loss)/income for the year Changes in composition of the Group Conversion of ICULS Dividends paid Issue of share capital Share dividend distributed Share option issued by subsidiary Share options granted Treasury shares At 30 June 2013

(1,253,032) 12,178,674 – – 1,274,494 (18,933)





(18,933)

1,274,494



1,255,561

456,287

1,711,848

– – – 19,216 – – – – 1,073,893

– – – 313,204 – – – – 1,987,700

80 (53) – – (934,140) 9,443 15,860 –

74,853 – (258,920) – – – – –

– – – – 934,140 – – (274,447)

74,933 (53) (258,920) 332,420 – 9,443 15,860 (274,447)

(271,425) – (161,170) – – – – – 2,224,274

(196,492) (53) (420,090) 332,420 – 9,443 15,860 (274,447) 15,557,745

(530,426) 11,395,643

(593,339) 13,333,471

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2013



YTL Corporation Berhad

91

Statements of Changes in Equity as at 30 June 2013 group – 2012 attributable to Owners of the Parent non-distributable Distributable Share Share Other Retained Treasury capital premium reserves earnings shares Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 952,802 – – 1,317,192 – – (415,426) – (125,859) 9,233,901 1,181,123 –

noncontrolling interests Total Rm’000 Rm’000

Total equity Rm’000

At 1 July 2011 Profit for the year Other comprehensive loss for the year Total comprehensive (loss)/income for the year Treasury shares Issue of share capital Share option issued by subsidiary Share options lapsed Dividends paid Changes in composition of the Group Share dividend declared Issuance of ICULS Share issuance expenses Effect of issue of shares by subsidiaries to non-controlling interests Conversion of ICULS At 30 June 2012

(722,616) 10,365,853 – 1,181,123 – (125,859)

2,171,082 12,536,935 792,967 1,974,090 (24,537) (150,396)

– – 101,875 – – – – – – – – – 1,054,677

– – 1,302,324 – – – – (934,140) – (10,880) – – 1,674,496

(125,859) – (22,799) 1,181 (12,666) – (4,545) 934,140 60,305 – (9,446) (7,568)

1,181,123 – – – 12,666 (375,856) 253,264 – – – 118 –

– (530,416) – – – – – – – – – –

1,055,264 (530,416) 1,381,400 1,181 – (375,856) 248,719 – 60,305 (10,880) (9,328) (7,568)

768,430 – – – – (340,752) (589,060) – – – 190,882 –

1,823,694 (530,416) 1,381,400 1,181 – (716,608) (340,341) – 60,305 (10,880) 181,554 (7,568)

397,317 10,305,216

(1,253,032) 12,178,674

2,200,582 14,379,256

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

92

Annual Report 2013



YTL Corporation Berhad

Statements of Changes in Equity as at 30 June 2013 non-distributable Share Other premium reserves Rm’000 Rm’000 1,317,192 – – 24,851 – (79) Distributable Retained Treasury earnings shares Rm’000 Rm’000 3,989,083 520,693 – (722,616) – –

Company Balance at 1 July 2011 Profit for the year Other comprehensive loss Total comprehensive (loss)/income Issue of share capital Share dividend declared Dividends paid Treasury shares Share options lapsed Share issuance expense Balance at 30 June 2012 Profit for the year Other comprehensive income Total comprehensive income Issue of share capital Share dividend distributed Dividends paid Treasury shares Share options granted Balance at 30 June 2013

Share capital Rm’000 952,802 – –

Total Rm’000 5,561,312 520,693 (79)

– 101,875 – – – – – 1,054,677 – – – 19,216 – – – – 1,073,893

– 1,302,324 (934,140) – – – (10,880) 1,674,496 – – – 313,204 – – – – 1,987,700

(79) (22,799) 934,140 – – (831) – 935,282 – 558 558 – (934,140) – – 15,860 17,560

520,693 – – (375,856) – 831 – 4,134,751 775,862 – 775,862 – – (258,920) – – 4,651,693

– – – – (530,416) – – (1,253,032) – – – – 934,140 – (274,447) – (593,339)

520,614 1,381,400 – (375,856) (530,416) – (10,880) 6,546,174 775,862 558 776,420 332,420 – (258,920) (274,447) 15,860 7,137,507

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2013



YTL Corporation Berhad

93

STATEMENTS OF CASH FLOWS for the financial year ended 30 June 2013 group 2013 Rm’000 Cash flows from operating activities Profit before tax Adjustments for:Adjustment on fair value of investment properties Allowance for fuel cost Allowance for inventories obsolescence Amortisation of deferred income Amortisation of grants and contributions Amortisation of other intangible assets Bad debts recovered Bad debts written off Depreciation Dividend income Fair value changes of derivatives Gain on derecognition of preference shares Gain on disposal of investments Gain on disposal of investment properties Gain on disposal of land/property (Gain)/Loss on disposal of property, plant and equipment Gain on disposal of subsidiaries Gain on redemption of preference shares Impairment losses Ineffective portion on cash flow hedges Interest expense Interest income Inventories written off Property, plant and equipment written off Prospective expenditure written off Provision for post-employment benefit Provision for/(Write back of) liabilities and charges Share options expenses Share of results of associated companies and jointly controlled entities Unrealised (gain)/loss on foreign exchange – net Operating profit/(loss) before changes in working capital (1,475) 12,849 5,710 (2,011) (9,324) 21,276 (84) 15,274 1,441,564 (712) (93,250) – (12,408) – – (29,614) (55,134) (39,600) 170,770 (130) 1,001,293 (151,353) – 14,256 – 60,473 1,611 25,329 (451,801) (35,658) 4,201,240 (4,390) 3,867 7,630 – (10,157) 71 (32) 1,741 1,348,377 (27,742) 50,663 (87,608) (263) (5,198) (550) (6,391) (71,409) – 9,234 5,283 1,009,220 (212,221) 14 7,310 13 79,700 (17,059) 1,181 (379,939) 36,133 4,187,632 – – – – – – – 28 1,086 (759,810) – – (739) – – 22 (55,134) (39,600) 300 – 85,644 (66,536) – – – – – 6,377 – – (36,469) – – – – – – – – 734 (487,296) – – (263) – – – (130,814) – 9,540 – 85,179 (82,346) – – – – – – – – (37,346) 2,313,389 2,450,154 791,893 567,920 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

94

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YTL Corporation Berhad

Statements of Cash Flows for the financial year ended 30 June 2013 group 2013 Rm’000 Changes in working capital:Inventories Property development costs Receivables Other assets Other liabilities Payables Related parties balances Cash generated from/(used in) operations Dividends received Interest paid Interest received Payment to a retirement benefits scheme Income tax paid Income tax refunded Net cash from operating activities 16,708 (115,939) (156,547) 194,053 (63,641) (89,858) 61,524 4,047,540 227,329 (862,597) 105,194 (90,068) (694,651) 38,290 2,771,037 (94,857) 273,133 (277,545) (443,771) (130,253) 592,587 (11,722) 4,095,204 191,994 (813,845) 131,739 (93,026) (590,761) 10,729 2,932,034 – – (5,962) – – (15,582) (53,919) (111,932) 734,455 (77,604) 48,702 – (4,046) 8,496 598,071 – – (13,091) – – 16,057 (455,331) (489,711) 498,646 (85,179) 82,346 – (7,238) 7,982 6,846 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

Cash flows from investing activities Acquisition of additional shares in existing subsidiaries Acquisition of new subsidiaries (net of cash acquired) Additional investment in associated companies Development expenditure incurred Grants received in respect of infrastructure assets Proceeds from disposal of investment properties Proceeds from disposal of property, plant and equipment Proceeds from disposal of land/property Proceeds from disposal of investments Proceed from redemption of preference shares Proceeds from disposal of shares in existing subsidiaries Purchase of investment properties Purchase of property, plant and equipment Purchase of short term investments Purchase of investments Purchase of biological asset Redemption of share Net cash flows (used in)/from investing activities (19,741) (3,752) (11,317) (136,891) 29,059 – 31,210 – 17,036 45,600 137,834 (4,255) (3,302,948) – (50,011) (384) 218 (3,268,342) (17,093) (32,334) (15,751) (105,519) 27,475 17,760 75,175 550 63,343 – 634,569 (433,247) (1,508,993) (17,956) (26,566) (188) – (1,338,775) (19,741) – (600) – – – 145 – – 45,600 137,834 – (1,630) – – – – 161,608 (187,069) – – – – – – – 2,386 9,800 99,202 – (885) (17,956) (720) – – (95,242)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Annual Report 2013



YTL Corporation Berhad

95

Statements of Cash Flows for the financial year ended 30 June 2013 group 2013 Rm’000 Cash flows from financing activities Dividends paid Dividends paid to non-controlling interests by subsidiaries Repurchase of own shares by the company (at net) Repurchase of subsidiaries’ shares by subsidiaries Proceeds from bonds Proceeds from borrowings Proceeds from disposal of interest in subsidiary to non-controlling interests Proceeds from issue of shares in subsidiaries to non-controlling interests Proceeds from issue of shares Repayment of bonds Repayment of borrowings Net cash flows from/(used in) financing activities Net changes in cash and cash equivalents Effects of exchange rate changes Cash and cash equivalents at beginning of the financial year Cash and cash equivalents at the end of the financial year (Note 17) (258,920) (161,170) (274,447) (270,176) 522,212 11,086,790 273 11,914 – (3,090) (9,620,870) 1,032,516 535,211 (69,675) 13,277,075 (375,856) (340,752) (530,416) (1) – 16,612,899 – 91,359 174,851 (2,227,430) (14,052,028) (647,374) 945,885 141,346 12,189,844 (258,920) – (274,447) – – 1,000,000 – – – – (250,189) 216,444 976,123 – 778,325 (375,856) – (530,416) – – – – – 174,851 – (7) (731,428) (819,824) – 1,598,149 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

13,742,611

13,277,075

1,754,448

778,325

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

96

Annual Report 2013



YTL Corporation Berhad

NOTES TO THE FINANCIAL STATEMENTS
1. geneRal inFORmaTiOn
The principal activities of the Company are those of an investment holding and management company. The principal activities of the subsidiaries are set out in Note 13 to the Financial Statements. The Company is a limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Market of Bursa Malaysia Securities Berhad and the foreign section of the Tokyo Stock Exchange. The address of the registered office and principal place of business of the Company are as follows:11th Floor, Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur

2.

SigniFiCanT aCCOunTing POliCieS
(a) basis of preparation The financial statements of the Group and of the Company have been prepared under historical cost convention (unless stated otherwise in the significant accounting policies below) and in accordance with Financial Reporting Standards (“FRS”) and the requirements of the Companies Act, 1965 in Malaysia. The preparation of financial statements in conformity with the FRS and the Companies Act, 1965 requires the Directors to make 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 revenue and expenses during the reported period. It also requires the Directors to exercise their judgements in the process of applying the Group’s accounting policies. Although these estimates and judgements are based on Directors’ best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 46 to the Financial Statements. The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except as otherwise indicated. (b) Changes in accounting policies On 1 July 2012, the Group and the Company adopted the following new and amendments to FRS mandatory for annual financial year beginning on or after 1 January 2012. Amendments to FRS 101: Presentation of Items of Other Comprehensive Income Amendments to FRS 1: Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters Amendments to FRS 7: Disclosures – Transfers of Financial Assets Amendments to FRS 112: Deferred tax – Recovery of Underlying Assets FRS 124: Related Party Disclosures Adoption of the above new and amendments to FRS did not have any significant financial impact on the Group and the Company.

Annual Report 2013



YTL Corporation Berhad

97

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(c) Property, plant and equipment and depreciation Property, plant and equipment except for certain freehold land and buildings is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items. Cost also includes borrowing costs incurred for property, plant and equipment under construction. The cost of certain property, plant and equipment include the costs of dismantling, removal and restoration, the obligation of which was incurred as a consequence of installing the asset. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the profit or loss during the financial year in which they are incurred. Certain freehold land and buildings were revalued by the Directors in 1983 based on valuations carried out by independent professional valuers on the open market basis. In accordance with the transitional provisions issued by FRS 116 ‘Property, Plant and Equipment’, the valuation of these properties, plant and equipment have not been updated and they continue to be stated at their previously revalued amounts less depreciation and impairment losses. Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value. Freehold land and freehold oil palm plantation are not amortised. Assets under construction are stated at cost and are not depreciated. Upon completion, assets under construction are transferred to categories of property, plant and equipment depending on nature of assets and depreciation commences when they are ready for their intended used. Depreciation on all other property, plant and equipment is calculated on the straight line basis at rates required to write off the cost of the property, plant and equipment over their estimated useful life. The principal annual rates of depreciation used are as follows:% Buildings Leasehold land Infrastructure and site facilities Plant and machinery Telecommunication equipment Furniture, fixtures and equipment Vehicles 1 – 10 1 – 3 0.9 – 20 4 – 20 4 – 20 10 – 50 10 – 331/3

Residual value, useful life and depreciation method of assets 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. Gains and losses on disposals are determined by comparing net disposal proceeds with net carrying amount and are recognised in the profit or loss.

98

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(d) impairment of non-financial assets The carrying amounts of assets, other than investments properties, property development costs, inventories, assets arising from construction contracts and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, an asset’s recoverable amount is estimated to determine the amount of impairment loss. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. An impairment loss is charged to the profit or loss immediately, unless the asset is carried at revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of previously recognised revaluation surplus for the same asset. Impairment losses on goodwill are not reversed. In respect of other assets, any subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the profit or loss immediately, unless the asset is carried at revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the profit or loss, a reversal of that impairment loss is recognised as income in the profit or loss. (e) leases (i) Finance leases – the group as lessee Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases. The asset is treated as if they had been purchased and the corresponding capital cost is shown as an obligation. Leasing payments are treated as consisting of a capital element and finance costs, the capital element reducing the obligation to the lessor and the finance charge being written off to profit or loss over the period of the lease in reducing amounts in a constant rate in relation to the outstanding obligations. When assets are leased out under an operating lease, the asset is included in the Statement of Financial Position based on the nature of the asset. Lease income is recognised over the term of the lease on a straight line basis. The assets are depreciated in accordance with the relevant accounting policy for property, plant and equipment. Leasehold land which in substance is a finance lease is classified as property, plant and equipment.

Annual Report 2013



YTL Corporation Berhad

99

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(e) leases (continued) (ii) Operating leases – the group as lessee Land under operating leases is accounted for as investment property. Please refer to the accounting policy for “Investment properties”. Leases of assets were significant portion of the risks and rewards of ownership retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on the straight line basis over the lease period. When an operating lease is terminated before the lease period expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place. (iii) Operating leases – the group as lessor Assets leased out under operating leases are included in property, plant and equipment in the Statement of Financial Position. They are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment. Rental income (net of any incentives given to lessees) is recognised on the straight line basis over the lease term. (f) investment properties Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised in profit or loss for the period in which they arise. Where the fair value of the investment property under construction is not reliably determinable, the investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier. Cost included expenditure that is directly attributable to the acquisition of the investment property. The cost of selfconstructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs. An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item is derecognised. (g) biological assets Plantation development expenditure New planting expenditure, which represents total cost incurred from land clearing to the point of harvesting, is capitalised under plantation development expenditure under biological assets and is not amortised. Replanting expenditure, which represents cost incurred in replanting old planted areas, is charged to the profit or loss in the financial year in which it is incurred.

100

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(h) Development expenditure (i) land held for property development Land held for property development is stated at cost of acquisition including the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other related costs incurred subsequent to the acquisition on activities necessary to prepare the land for its intended use. Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated impairment losses. Where the Group had previously recorded the land at revalued amount, it continues to retain this amount as its surrogate cost as allowed by FRS 201. Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable amount. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(d) to the Financial Statements. Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle. (ii) Project development expenditure Development expenditure incurred is capitalised when it meets certain criteria that indicate that it is probable that the costs will give rise to future economic benefits and are amortised over the period of the projects. They are written down to their recoverable amounts when there is insufficient certainty that future economic benefits will flow to the enterprise. Development costs previously recognised as an expense are not recognised as an asset in subsequent periods. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. (i) basis of consolidation 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 used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Annual Report 2013



YTL Corporation Berhad

101

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(i) basis of consolidation (continued) Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income. The cost of a business combination 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 business combination. Any excess of the cost of business combination over the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statement of financial position. The accounting policy for goodwill is set out in Note 2(n) to the financial statements. Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in profit or loss on the date of acquisition. When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract. Subsidiaries 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. (j) Transactions with non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. (k) investment in subsidiaries Subsidiaries are entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less accumulated impairment losses. On disposal of investments in subsidiaries, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss. (l) investment in associated companies Associated companies are entities in which the Group is in a position to exercise significant influence but which 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, but not control over their policies. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has significant influence over another entity. Investments in associated companies are accounted for in the consolidated financial statements using the equity method of accounting and are initially recognised at cost. The Group’s investment in associated companies includes goodwill identified on acquisition, net of any accumulated impairment loss.

102

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YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(l) investment in associated companies (continued) In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits or losses are recognised in profit or loss and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements and distributions received from the associated companies are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company, including any other unsecured obligations, the Group does not recognise further losses, unless it has obligations or has made payments on behalf of the associated company. The most recent available audited financial statements of the associated companies 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. Where necessary, adjustments are made to the financial statements of associated companies to ensure consistency of accounting policies with those of the Group. Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Gains and losses arising from partial disposals or dilutions in investments in associated companies are recognised in profit or loss. Investments in associated companies are derecognised when the Group loses significant influence. Any retained interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained investment at the date when significant influence is lost and its fair value is recognised in profit or loss. In the Company’s separate financial statements, investments in associated companies are stated at cost less accumulated impairment losses. On disposal of investments in associated companies, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss. (m) Joint ventures (i) Jointly controlled entities Jointly controlled entities are corporations, partnerships or other entities over which there is contractually agreed sharing of control by the Group with one or more parties. The Group’s interests in jointly controlled entities are accounted for in the consolidated financial statements by the equity method of accounting. Equity accounting involves recognising in the profit or loss the Group’s share of the results of jointly controlled entities for the financial year. The Group’s investments in jointly controlled entities are carried in the Statement of Financial Position at an amount that reflects its share of the net assets of the jointly controlled entities and includes goodwill on acquisition. Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group’s interest in the jointly controlled entities; unrealised losses are also eliminated unless the transaction provides evidence on impairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of jointly controlled entities to ensure consistency of accounting policies with those of the Group.

Annual Report 2013



YTL Corporation Berhad

103

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(m) Joint ventures (continued) (i) Jointly controlled entities (continued) When the Group’s share of losses in the jointly controlled entities equals or exceeds its interest in the jointly controlled entities, the Group does not recognise further losses, unless it has obligations or has made payments on behalf of the jointly controlled entities. (ii) Jointly controlled operations When a group company is party to a joint arrangement that company accounts directly for its part of income and expenditure, assets, liabilities and cash flows. Such arrangements are reported in the consolidated financial statements on the same basis. (n) intangible assets (i) Customer acquisition costs Customer acquisition costs pertains to commission payment made to a dealer intermediary as consideration for signing up a new customer and the expenditures incurred in providing the customer a free or subsidised devide, provided the customer signs a non-cancellable contract for a predetermined contractual period, are capitalised as intangible assets and amortised over the contractual period on a straight line method. Customer acquisition costs are assessed at each reporting date whether there is any indication that the customer acquisition costs may be impaired. See accounting policy Note 2(d) on impairment of non-financial assets. (ii) goodwill Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination. The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. (o) inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average or first-in-first-out basis and includes the cost of purchase and other costs incurred in bringing the inventories to their present location and condition.

104

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YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(o) inventories (continued) The cost of finished goods and work-in-progress consists of raw materials, direct labour, other direct charges and an appropriate proportion of production overheads (based on normal operating capacity). The cost of developed properties comprises costs associated with the acquisition of land, direct costs and appropriate proportions of common costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and applicable variable selling expenses. (p) Construction contracts Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it 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. Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. When the total of costs incurred on construction contracts plus, recognised profits (net of recognised losses), exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (net of recognised losses), the balance is classified as amount due to customers on contracts. (q) Property development costs Property development costs comprise costs associated with the acquisition of land and all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities. When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.

Annual Report 2013



YTL Corporation Berhad

105

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(r) Financial assets 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. 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 and available-for-sale financial assets. An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract. (i) Financial assets at fair value through profit or loss 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. 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 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 are held primarily for trading purposes are presented as current whereas financial assets that are not held primarily for trading purposes are presented as current or non-current based on the settlement date. (ii) loans and receivables Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and 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. (iii) available-for-sale financial assets Available-for-sale financial assets are financial assets that are designated as available-for-sale or are not classified in any of the other categories. 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 assets are recognised in other comprehensive income, except that impairment

106

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(r) Financial assets (continued) (iii) available-for-sale financial assets (continued) 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. 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. 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 comprehensive income is recognised in profit or loss. (s) impairment of financial assets The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset or group of financial assets is impaired. (i) assets carried at amortised cost A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. (ii) available-for-sale financial assets In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is taken as evidence that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the profit or loss. Impairment losses recognised in the profit or loss on equity instruments are not reversed through profit or loss. (t) Cash and cash equivalents Cash and cash equivalents consist of cash and bank balances, bank overdrafts, deposits held at call with financial institutions and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the Statements of Cash Flows, cash and cash equivalents are presented net of bank overdrafts.

Annual Report 2013



YTL Corporation Berhad

107

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(u) Financial liabilities 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, 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. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. (i) Financial liabilities at fair value through profit or loss 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. (ii) Other financial liabilities The Group’s and the Company’s other financial liabilities include trade and other payables 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. 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 end of the reporting date. For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. A financial liability is derecognised when the obligation under the liability is extinguished. When 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 profit or loss. (v) Derivatives financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (i) (ii) Hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or Hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge); or

108

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(v) Derivatives financial instruments and hedging activities (continued) (iii) Embedded derivatives in exchangeable bonds The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of various derivative instruments used for hedging purposes are disclosed in Note 24. Movements on the hedging reserve in other comprehensive income are shown in Note 29. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability. (i) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The Group only applies fair value hedge accounting for hedging fixed interest risk on borrowings. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within ‘finance costs’. The gain or loss relating to the ineffective portion is recognised in profit or loss within ‘other gains/(losses) – net’. Changes in the fair value of the hedge fixed rate borrowings attributable to interest rate risk are recognised in profit or loss within ‘finance costs’. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within ‘other gains/(losses) – net’. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in within ‘revenue’. However, when the forecast transaction that is hedged results in the recognition of a nonfinancial asset (for example, inventory or fixed assets), the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in cost of goods sold in the case of inventory or in depreciation in the case of fixed property, plant and equipment. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to profit or loss within ‘other gains/(losses) – net’.

Annual Report 2013



YTL Corporation Berhad

109

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(v) Derivatives financial instruments and hedging activities (continued) (iii) embedded derivatives in exchangeable bonds The fair values of the derivative financial instrument component embedded in the exchangeable bonds are determined at issuance of the exchangeable bonds with the residual amounts being allocated to the values of the liability component of the bonds. The derivative financial instrument components are remeasured at each reporting date. Resulting gains or losses arising from subsequent fair value measurements of derivative financial instruments are taken to profit or loss. The fair values of derivative financial instruments are determined by using valuation techniques with assumptions mainly based on market conditions at each reporting date. (w) bonds and borrowings Bonds and borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. Subsequently, bonds and borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the profit or loss over the period of the bonds and borrowings. Bonds and 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. Upon issuance of exchangeable bonds, the proceeds are allocated between the derivative financial instrument component arising from the conversion option, and the liability component of the bond. The derivative financial instrument component is recognised at its fair value using the method mentioned in Note 2(v)(iii). The liability component is recognised as the difference between total proceeds and the fair value of the derivative financial instrument component. The liability component is subsequently carried at amortised cost until the liability is extinguished on conversion or redemption. When a conversion option is exercised, the carrying amounts of the liability component and the derivative financial instrument component are derecognised with a corresponding recognition of share capital. (x) grants and contributions Grants and contributions in respect of specific qualifying expenditure on property, plant and equipment are included in non-current liability as deferred income. The income is recognised in the profit or loss over the expected useful economic life of the related assets or otherwise to match them with the related costs which they are intended to compensate, on a systematic basis. (y) Deferred income Deferred income represents the cash received in advance from customer and transfer of asset from customer in respect of services which are yet to be provided. Such amounts are recorded as liabilities in the statement of Financial Position and are only recognised in the Income Statement upon the rendering of services to customers. (z) Provisions The Group recognises provisions when it has a present legal or constructive obligation arising as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. The recording of provisions requires the application of judgements about the ultimate resolution of these obligations. As a result, provisions are reviewed at each reporting date and adjusted to reflect the Group’s current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed.

110

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(aa) Share capital Ordinary shares are equity instruments and recorded at the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised in equity in the period in which they are declared. (bb) Treasury shares Shares repurchased by the Company are held as treasury shares and are accounted for on the cost method. The amount of the consideration paid, including directly attributable costs, is recognised as cost and set off against equity. Should such shares be cancelled, reissued or disposed of, their nominal amounts will be eliminated, and the differences between their cost and nominal amounts will be taken to reserves, as appropriate. Where the treasury shares are subsequently distributed as dividends to shareholders, the cost of the treasury shares is applied as reduction of the share premium account or the distributable retained earnings or both. (cc) irredeemable Convertible unsecured loan Stocks (“iCulS”) The ICULS are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar instrument. The difference between the proceeds of issue of the ICULS and the fair value assigned to the liability component, representing the conversion option is included in equity. The liability component is subsequently stated at amortised cost using the effective interest rate method until extinguished on conversion or cancellation, whilst the value of the equity component is not adjusted in subsequent periods. Attributable transaction costs are apportioned and deducted directly from the liability and equity components based on their carrying amounts at the date of issue. Under the effective interest rate method, the interest expense on the liability component is calculated by applying the prevailing market interest rate for a similar non-convertible instrument at the date of issue. The difference between this amount and the interest paid is added to the carrying amount of the ICULS. The value of the conversion option is not adjusted in subsequent periods, except in times of ICULS conversion into ordinary shares. Upon conversion of the instrument into ordinary shares, the amount credited to share capital is the aggregate of the amounts classified within liability and equity at the time of conversion. No gain or loss is recognised in profit or loss. (dd) borrowing cots Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

Annual Report 2013



YTL Corporation Berhad

111

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(ee) employee benefits (i) Short term employee benefits Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the financial year when employees have rendered their services to the Group. Short term accumulating compensated absences such as paid annual leave are recognised as expenses when employees render services that increase their entitlement to future compensated absences. Short term nonaccumulating compensated absences such as sick leave are recognised when the absences occur. Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such payments, as a result of past events and when a reliable estimate can be made of the amount of the obligation. (ii) Post-employment benefits The Group has various post-employment benefit schemes in accordance with local conditions and practices in the industries in which it operates. These benefit plans are either defined contribution or defined benefit plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that defines an amount of pension benefit to be provided, usually as a function of one or more factors such as age, years of service or compensation. Defined contribution plan The Group’s and the Company’s contributions to a defined contribution plan are charged to the profit or loss in the period to which they relate. Once the contributions have been paid, the Group and the Company have no further payment obligations. Defined benefit plan The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the reporting date minus the fair value of plan assets, together with adjustments for actuarial gains or losses and past service cost. The Group determines the present value of the defined benefit obligation and the fair value of any plan assets with sufficient regularity such that the amounts recognised in the financial statements do not differ materially from the amounts that would be determined at the reporting date. The defined benefit obligation, calculated using the projected unit credit method, is determined by independent actuaries, considering the estimated future cash outflows using market yields at reporting date of government securities which have currency and terms to maturity approximating the terms of the related liability. Plan assets in excess of the defined benefit obligation are subject to the asset limitation specified in FRS 119. Actuarial gains and losses arise from experience adjustments and changes in actuarial assumptions. The amount of net actuarial gains and losses recognised in the profit or loss is determined by the corridor method in accordance with FRS 119 and is charged or credited to income over the average remaining service life of the related employees participating in the defined benefit plan.

112

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(ee) employee benefits (continued) (iii) Share-based compensation (continued) The Company and certain subsidiaries operate equity-settled, share-based compensation plan for the employees of the Group. The fair value of the employee services received in exchange for the grant of the share options is recognised as an expense in the profit or loss over the vesting periods of the grant with a corresponding increase in equity. The total amount to be expensed over the vesting period is determined by reference to the fair value of the share options granted and the number of share options to be vested by vesting date. At each reporting date, the Group revises its estimates of the number of share options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the profit or loss, with a corresponding adjustment to equity. For options granted by the Company to its subsidiaries’ employees, the expense will be recognised in the subsidiaries’ financial statements over the vesting periods of the grant. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. (ff) income tax and deferred tax Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributable to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences or unused tax losses can be utilised. Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. (gg) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The specific recognition criteria for revenue are as follows:(i) Sale of goods and rendering of services Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised when the significant risks and rewards of ownership of the goods have passed to the buyers. Revenue from rendering of services is recognised in the profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to the proportion that costs incurred to date that reflect services performed bear to the total estimated costs of the transaction. Where the outcome of the transaction cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Annual Report 2013



YTL Corporation Berhad

113

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(gg) Revenue recognition (continued) (ii) Sale of electricity Revenue from sale of electricity is recognised upon performance of services based on the invoiced value of sale of electricity net of discounts allowed and also includes an estimate of the value of services provided between the last meter reading date and the financial year end. (iii) Sale of clean water and the treatment and disposal of waste water Revenue from supply of clean water and treatment and disposal of waste water represents the amounts (excluding value added tax, where applicable) derived from the provision of goods and services to third party customers. (iv) Sale of fuel oil Revenue from sale of fuel oil is recognised when the risks and rewards of ownership of the oil have been passed to the customers which occur when the oil has been delivered and the collectability of the related receivable is reasonably assured. (v) Sale of steam Revenue is recognised upon delivery of steam. (vi) Property development projects Revenue from property development projects is accounted for by the stage of completion method as described in Note 2(q) to the Financial Statements. (vii) Construction contracts Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2(p) to the Financial Statements. (viii) interest income Interest income is recognised as the interest income accrues, taking into account the effective yield on the asset. (ix) Dividend income Dividend income is recognised when the right to receive the payment is established. (x) Rental income Rental income from operating leases (net of any incentives given to the lessees) is recognised on the straight-line basis over the lease term. (xi) hotel operations Revenue from room rental is recognised on the accrual basis. Revenue from the sale of food and beverages is recognised based on invoiced value of goods sold.

114

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(gg) Revenue recognition (continued) (xii) broadband and telecommunications revenue Revenue relating to provision of broadband, telecommunications and related services are recognised net of discounts upon the transfer of risks and rewards when goods are delivered and services are performed. Revenue derived from services is deferred if the services have not been rendered at the reporting date. (hh) Foreign currencies (i) Functional and presentation currency Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in Ringgit Malaysia, which is also the Company’s functional and presentation currency. (ii) Foreign currency transactions Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss. (iii) group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into RM as follows:• • • assets and liabilities are translated at the rate of exchange ruling at the reporting date; income and expenses are translated at exchange rates at the dates of the transactions; and all exchange differences arising on the translation are recognised as other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders’ equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the profit or loss as part of the gain or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after 1 July 2006 are treated as assets and liabilities of the foreign entity and translated at the closing rate. For acquisition of foreign entities completed prior to 1 July 2006, goodwill and fair value adjustments continued to be recorded at the exchange rate at the respective date of acquisitions. (ii) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments. (jj) Financial guarantee Financial guarantee contracts are contracts that require the Company to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument.

Annual Report 2013



YTL Corporation Berhad

115

Notes to the Financial Statements
2. SigniFiCanT aCCOunTing POliCieS (COnTinueD)
(jj) Financial guarantee (continued) Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance with FRS 137 “Provisions, contingent liabilities and contingent assets” and the amount initially recognised less cumulative amortisation, where appropriate. The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the contractual payments under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations. Where financial guarantees in relation to loans or payables of subsidiaries are provided by the Company for no compensation, the fair values are accounted for as contributions and recognised as part of the cost of investment in subsidiaries. (kk) Contingent liabilities and contingent assets The Group and the Company do not recognise a contingent liability but disclose its existence in the financial statements, except in a business combination. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group and the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. When a change in the probability of an outflow of economic resources occurs and the outflow is probable, it will then be recognised as a provision. A contingent asset is a possible asset that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group and the Company. The Group and the Company do not recognise contingent assets but disclose their existence where inflows of economic benefits are probable, but not virtually certain. When inflow of economic resources is virtually certain, the asset is recognised. In the acquisition of subsidiaries by the Group under a business combination, the contingent liabilities assumed are measured initially at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. The Group recognises separately the contingent liabilities of the acquirees as part of allocating the cost of a business combination where the fair values can be measured reliably. Where the fair values cannot be measured reliably, the resulting effect will be reflected in the goodwill arising from the acquisitions.

116

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
3. Revenue group 2013 Rm’000 Sale of electricity Sale of water, treatment and disposal of waste water Sale of goods Sale of fuel oil Property development projects Hotel operations Construction contracts revenue Rendering of services Sale of steam Broadband and telecommunications revenue Rental income – investment properties – other properties Interest income – loan stocks, in Malaysia – quoted – unquoted – others Dividends – quoted investment, in Malaysia – subsidiaries – other investments – unquoted investment – subsidiaries, in Malaysia – other investments, outside Malaysia 11,006,805 2,507,191 2,545,660 1,523,348 447,831 489,975 245,112 378,682 188,451 430,300 54,996 59,549 2012 Rm’000 11,288,180 2,398,553 2,528,166 1,632,803 960,701 284,114 214,736 277,868 185,076 209,499 27,680 41,796 2013 Rm’000 – – – – – – – 4 – – – – Company 2012 Rm’000 – – – – – – – 134 – – – –

– – 94,185

– – 119,477

11,745 3,902 50,889

7,851 10,739 63,756

– 863 – – 19,972,948

– 1,265 – 25,875 20,195,789

135,259 527 624,024 – 826,350

248,074 557 238,665 – 569,776

4.

COST OF SaleS
Included in cost of sales are the following:group 2013 Rm’000 Cost of inventories Construction contracts costs Energy costs Property development costs 2,634,976 179,337 10,549,333 283,501 2012 Rm’000 2,927,478 159,950 10,828,729 673,078

Annual Report 2013



YTL Corporation Berhad

117

Notes to the Financial Statements
5. FinanCe COSTS group 2013 Rm’000 Interest expense – Bonds – Borrowings 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

627,634 407,380 1,035,014

650,533 403,594 1,054,127 (2,464) (41,948) (495)

32,290 53,354 85,644 – – –

24,184 60,995 85,179 – – –

Less: Amount capitalised in – Development expenditure – Property developments costs – Construction contracts Interest expenses of financial liabilities carried at amortised cost

(2,304) (30,792) (625)

1,001,293

1,009,220

85,644

85,179

6.

PROFiT beFORe Tax group 2013 Rm’000 Profit before tax is stated after charging:Allowance for inventories obsolescence Amortisation of intangible assets Auditors’ remuneration – statutory – current financial year – under-provision in prior financial year – others Bad debts written off Depreciation (Note 10) Directors’ remuneration – emoluments – fees – benefits in kind Net fair value loss on derivatives Hiring of plant and machinery Impairment losses on – Development expenditure (Note 12) – Goodwill (Note 18) – Receivables – net of reversal (Note 20) – Investments Ineffective portion of cash flow hedges Inventories written off Loss on foreign exchange – net – realised – unrealised Property, plant and equipment written off Provision of fuel cost Prospective expenditure written off Rental of land and buildings 5,710 21,276 7,630 – – – – – 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

6,076 132 58 15,274 1,441,564 68,178 2,140 252 – 18,722 – – 170,470 300 (130) – 7,300 – 14,256 12,849 – 188,386

5,097 426 6 1,741 1,348,377 56,697 2,392 170 50,663 9,589 5,065 8,491 (13,862) 9,540 5,283 14 7,943 36,133 7,310 3,867 13 149,485

205 4 – 28 1,086 5,407 550 – – 14 – – – 300 – – 46 2 – – – 794

201 26 – – 734 45 533 – – 18 – – – 9,540 – – 53 – – – – 686

118

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
6. PROFiT beFORe Tax (COnTinueD) group 2013 Rm’000 And crediting (other than those disclosed in Note 3 to the Financial Statements):Adjustment on fair value of investment properties (Note 11) Amortisation of deferred income Amortisation of grants and contributions (Note 34) Bad debts recovered Net fair value gains on derivatives Gain/(loss) on disposal of – Investments – net – Investment properties – Land – Property, plant and equipment – Subsidiaries Gain on redemption of Mudharabah Redeemable Convertible Preference Shares Gain on foreign exchange – net – realised – unrealised Gross dividend from quoted investments – within Malaysia Gain on derecognition of preference shares Hiring income from plant, machinery and equipment Interest income Provision for liabilities and charges – net (Note 39) Rental income – investment properties – other properties 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

1,475 2,011 9,324 84 93,250 12,408 – – 29,614 55,134 39,600 – 35,658 81 – 455 57,169 (1,611) 14 3,439

4,390 – 10,157 32 – 263 5,198 550 6,391 71,409 – – – 602 87,608 742 92,744 17,059 1,036 1,803

– – – – – 739 – – (22) 55,134 39,600 1 – – – – – – – 43

– – – – – 263 – – – 130,814 – 55 8 – – – – – – 70

Direct operating expenses from investment properties that generated rental income of the Group during the financial year amounted to RM6,638,716 (2012: RM4,546,757). Direct operating expenses from investment properties that did not generate rental income of the Group during the financial year amounted to RM122,819 (2012: RM162,969).

Annual Report 2013



YTL Corporation Berhad

119

Notes to the Financial Statements
6. PROFiT beFORe Tax (COnTinueD)
The aggregate remuneration of Directors categorised into appropriate components for the financial year ended are as follows:Fees Rm’000 group – 2013 Executive Directors Non-Executive Directors Company – 2013 Executive Directors Non-Executive Directors 360 190 – – – – 5,032 375 5,392 565 1,620 520 27,711 – 25,741 – 14,477 501 69,549 1,021 Salaries Rm’000 bonus Rm’000 Others* Rm’000 Total Rm’000

Fees Rm’000 group – 2012 Executive Directors Non-Executive Directors Company – 2012 Executive Directors Non-Executive Directors 360 173 1,889 503

Salaries Rm’000

bonus Rm’000

Others* Rm’000

Total Rm’000

24,643 –

25,691 –

6,423 110

58,646 613

– –

– –

– 45

360 218

*

Included in the remuneration of Directors are the following:group 2013 Rm’000 2012 Rm’000 5,988 271 2013 Rm’000 – 5,367 Company 2012 Rm’000 – –

Defined contribution plan Share options expenses

6,017 8,617

120

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
6. PROFiT beFORe Tax (COnTinueD)
The number of Directors of the Group and of the Company whose total remuneration fall within the following bands are as follows:2013 Range of remuneration Below RM50,001 RM150,001 – RM200,000 RM250,001 – RM300,000 RM300,001 – RM350,000 RM350,001 – RM400,000 RM550,001 – RM600,000 RM800,001 – RM850,000 RM1,250,001 – RM1,300,000 RM1,400,001 – RM1,450,000 RM6,400,001 – RM6,450,000 RM6,850,001 – RM6,900,000 RM7,050,001 – RM7,100,000 RM7,350,001 – RM7,400,000 RM7,500,001 – RM7,550,000 RM8,600,001 – RM8,650,000 RM22,850,001 – RM22,900,000 group no. of Directors executive non-executive – – – – – – – 1 1 1 1 1 1 1 1 1 1 – 1 1 1 – – – – – – – – – – – Company no. of Directors executive non-executive – 1 – – – 6 2 – – – – – – – – – 1 3 – – – – – – – – – – – – – –

2012 Range of remuneration Below RM50,001 RM50,001 – RM100,000 RM150,001 – RM200,000 RM200,001 – RM250,000 RM950,001 – RM1,000,000 RM5,400,001 – RM5,450,000 RM5,600,001 – RM5,650,000 RM6,100,001 – RM6,150,000 RM6,200,001 – RM6,250,000 RM6,500,001 – RM6,550,000 RM7,700,001 – RM7,750,000 RM19,850,001 – RM19,900,000

group no. of Directors executive non-executive – – 1 – 1 1 1 1 1 1 1 1 1 – 2 1 – – – – – – – –

Company no. of Directors executive non-executive 9 – – – – – – – – – – – – 3 – – – – – – – – – –

Annual Report 2013



YTL Corporation Berhad

121

Notes to the Financial Statements
6. PROFiT beFORe Tax (COnTinueD) emPlOYee beneFiTS exPenSe group 2013 Rm’000 Employees compensation (excluding Directors’ remuneration) Salaries, wages and bonus Defined contribution plan Defined benefit plan Share options expenses Other benefits 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

670,927 60,476 60,473 19,392 30,690 841,958

643,650 47,491 79,706 925 25,416 797,188

10,049 1,157 – 1,010 1,122 13,338

8,793 1,023 – – 435 10,251

7.

inCOme Tax exPenSe group 2013 Rm’000 Current income tax – Malaysian income tax – Foreign income tax Deferred tax (Note 35) 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

293,018 319,358 (144,769) 467,607

314,782 300,780 (139,498) 476,064

16,031 – – 16,031

47,227 – – 47,227

Current income tax – current financial year – Over-provision in prior financial years Deferred tax – Origination and reversal of temporary differences

639,596 (27,220)

681,899 (66,337)

29,762 (13,731)

55,300 (8,073)

(144,769) 467,607

(139,498) 476,064

– 16,031

– 47,227

122

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
7. inCOme Tax exPenSe (COnTinueD)
A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:group 2013 Rm’000 Profit before tax Income tax using Malaysian tax rate of 25% (2012: 25%) Non-deductible expenses Income not subject to tax Different tax rates in other countries including remeasuring of deferred tax* Double deductible expenses Over-provision in prior financial years Tax effect on share of profits of associated companies Tax effect of under-provision of deferred tax Tax effect of unrecognised deferred tax assets Utilisation of reinvestment allowances 2,313,389 2012 Rm’000 2,450,154 2013 Rm’000 791,893 Company 2012 Rm’000 567,920

578,347 170,908 (50,111) (115,180) (1,559) (27,220) (108,396) 5,942 69,195 (54,319) 467,607

612,538 297,576 (60,231) (205,065) (1,275) (66,337) (98,770) 3,306 42,815 (48,493) 476,064

197,973 10,237 (178,448) – – (13,731) – – – – 16,031

141,980 21,911 (108,591) – – (8,073) – – – – 47,227

*

The remeasuring of deferred tax during the year is due to a reduction in corporation tax rate from 24% to 23% in Wessex Water Limited and its subsidiary (incorporated in England and Wales) with effect from 1 April 2013. The Company may distribute dividends out of its entire retained earnings as at 30 June 2013 and 2012, respectively under the single-tier system. In addition, the Company has tax exempt income as at 30 June 2013 arising from the Income Tax (Amendment) Act 1999, relating to tax waived on income earned in 1999 amounting to approximately RM15,009,000 (2012: RM15,009,000) that is available for distribution as tax exempt dividends to shareholders. This tax exempt income is subject to agreement by the Inland Revenue Board.

Annual Report 2013



YTL Corporation Berhad

123

Notes to the Financial Statements
8. eaRningS PeR ShaRe (“ePS”)
(i) basic/diluted ePS Basic EPS of the Group is calculated by dividing the profit for the year attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year. group 2013 Rm’000 Profit for the financial year attributable to owners of the parent (RM’000) Weighted average number of ordinary shares in issue for basic EPS (’000) Basic EPS (sen) Diluted EPS (sen) 1,274,494 10,365,587 12.30 12.30 2012 Rm’000 1,181,123 9,641,231 12.25 12.25

141,075,000 (2012: Nil) share options granted to employees under ESOS 2011 have not been included in the calculation of diluted earnings per share because they are anti-dilutive.

9.

DiviDenDS group/Company 2013 2012 gross amount of gross amount of dividend dividend, dividend dividend, per share net of tax per share net of tax (sen) Rm’000 (sen) Rm’000 Dividend paid in respect of:(a) Financial year ended 30 June 2011 – Interim, single tier (b) Financial year ended 30 June 2012 – Interim, single tier (c) Financial year ended 30 June 2013 – First interim, single tier – Second interim, single tier – – 1.0 1.5 – – 103,436 155,484 2.0 2.0 – – 181,900 193,956 – –

Dividend recognised as distribution to ordinary equity holders of the Company

2.5

258,920

4.0

375,856

Distribution of treasury shares (“Share Dividend”) On 2 July 2012, a total of 647,539,006 treasury shares amounting to RM934,139,770 were distributed as share dividend to the shareholders on the basis of one (1) treasury share for every fifteen (15) ordinary shares held on 18 June 2012.

124

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
10. PROPeRTY, PlanT anD eQuiPmenT group – 2013 infrastructure & site facilities Rm’000 Furniture, fixtures & equipment Rm’000 assets Telecomunder munication equipment construction Rm’000 Rm’000

land & buildings* Rm’000 Cost/valuation At 1.7.2012 Additions Disposals Written off Transfer on commissioning Transfer from project development expenditures (Note 12) Currency translation differences At 30.6.2013 accumulated depreciation At 1.7.2012 Charge for the financial year Disposals Written off Transfers/adjustment Currency translation differences At 30.6.2013 net book value At 30.6.2013 5,889,157 1,593,863 239,953 (302) – – (19,480) 1,814,034 6,420,739 1,166,596 (636) – 232,546

Plant & machinery Rm’000

vehicles Rm’000

Total Rm’000

5,178,825 255,128 – – 43,364

13,993,016 279,799 (31,337) (41,304) 237,511

840,921 367,504 (7,088) (14,506) 40,228

428,368 41,874 (17,870) (6,684) –

1,314,973 12,624 (14) (2) 270,609

927,088 29,103,930 1,211,749 3,335,274 – (56,945) (4) (62,500) (824,258) –

48,192 (164,246) 7,703,191

– (130,439) 5,346,878

– (162,874) 14,274,811

– (28,971) 1,198,088

– (3,295) 442,393

– – 1,598,190

62,363 (12,911) 1,364,027

110,555 (502,736) 31,927,578

258,687 49,950 – – – (6,034) 302,603

5,900,048 943,588 (26,171) (29,694) – (70,476) 6,717,295

409,105 81,701 (5,082) (13,830) – (2,913) 468,981

224,140 41,360 (16,593) (4,720) – (302) 243,885

97,976 89,755 (1) – – – 187,730

– – – – – – –

8,483,819 1,446,307 (48,149) (48,244) – (99,205) 9,734,528

5,044,275

7,557,516

729,107

198,508

1,410,460

1,364,027

22,193,050

Annual Report 2013



YTL Corporation Berhad

125

Notes to the Financial Statements
10. PROPeRTY, PlanT anD eQuiPmenT (COnTinueD) group – 2012 infrastructure & site facilities Rm’000 Furniture, fixtures & equipment Rm’000 assets Telecomunder munication equipment construction Rm’000 Rm’000

land & buildings* Rm’000 Cost/valuation At 1.7.2011 Additions Disposals Written off Transfer on commissioning Transfer from project development expenditures (Note 12) Currency translation differences At 30.6.2012 accumulated depreciation At 1.7.2011 Charge for the financial year Disposals Written off Transfers/adjustment Currency translation differences At 30.6.2012 net book value At 30.6.2012 4,826,876 1,358,006 219,409 (42) (1,105) – 17,595 1,593,863 6,179,956 121,604 (939) (4,240) 19,528

Plant & machinery Rm’000

vehicles Rm’000

Total Rm’000

4,729,420 13,269,033 300,893 364,667 (11) (8,088) – (75,801) 31,137 239,424

823,850 3,896 (8,466) (5,863) 13,030

376,039 65,755 (14,503) (1,184) 2,249

923,898 14,537 (194) (58) 376,790

604,783 26,906,979 871,418 1,742,770 – (32,201) (308) (87,454) (682,158) –

38,714 66,116 6,420,739

– 117,386 5,178,825

– 203,781 13,993,016

– 14,474 840,921

– 12 428,368

– – 1,314,973

121,934 11,419 927,088

160,648 413,188 29,103,930

208,214 45,180 (5) – – 5,298 258,687

4,982,773 926,336 (4,973) (72,966) – 68,878 5,900,048

359,100 50,784 (1,559) (4,884) – 5,664 409,105

202,001 35,443 (13,037) (1,183) – 916 224,140

22,424 75,649 (91) (6) – – 97,976

– – – – – – –

7,132,518 1,352,801 (19,707) (80,144) – 98,351 8,483,819

4,920,138

8,092,968

431,816

204,228

1,216,997

927,088

20,620,111

126

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
10. PROPeRTY, PlanT anD eQuiPmenT (COnTinueD)
* Land and buildings of the Group are as follows:building on building on long term short term leasehold leasehold land land Rm’000 Rm’000

group – 2013 Freehold land Rm’000 Cost/valuation At 1.7.2012 At cost At valuation 365,658 4,511 370,169 Additions Disposals Written off Transfers Currency translation differences At 30.6.2013 Representing:At cost At valuation At 30.6.2013 accumulated depreciation At 1.7.2012 At cost At valuation Charge for the financial year Disposals Written off Transfers Currency translation differences At 30.6.2013 net book value:At cost At valuation At 30.6.2013 – – – – – – – – – 22,549 18 22,567 2,316 – – – – 24,883 20,839 – 20,839 5,030 – – – – 25,869 – – – – – – – – – 1,289,840 137 1,289,977 197,470 (302) – – (17,452) 1,469,693 179,669 – – 48,192 (15,349) 582,681 148,661 200 148,861 2,146 – – 38,714 – 189,721 89,202 – 89,202 6,529 – – – – 95,731 – 2,000 2,000 – – – – – 2,000 4,629,512 2,478 4,631,990 966,670 (636) – 184,288 (136,044) 5,646,268 long term Short term leasehold leasehold land land Rm’000 Rm’000 Freehold building on freehold oil palm land plantation Rm’000 Rm’000

Factory & other buildings Rm’000

Total Rm’000

1,005,361 – 1,005,361 9,063 – – 9,544 – 1,023,968

170,724 – 170,724 2,519 – – – (12,853) 160,390

2,432 – 2,432 – – – – – 2,432

6,411,550 9,189 6,420,739 1,166,596 (636) – 280,738 (164,246) 7,703,191

578,170 4,511 582,681

189,521 200 189,721

95,731 – 95,731

– 2,000 2,000

5,643,790 2,478 5,646,268

1,023,968 – 1,023,968

160,390 – 160,390

2,432 – 2,432

7,694,002 9,189 7,703,191

229,247 – 229,247 24,229 – – – – 253,476

29,459 – 29,459 10,838 – – – (2,028) 38,269

1,774 – 1,774 70 – – – – 1,844

1,593,708 155 1,593,863 239,953 (302) – – (19,480) 1,814,034

578,170 4,511 582,681

164,658 180 164,838

69,862 – 69,862

– 2,000 2,000

4,174,240 2,335 4,176,575

770,492 – 770,492

122,121 – 122,121

588 – 588

5,880,131 9,026 5,889,157

Annual Report 2013



YTL Corporation Berhad

127

Notes to the Financial Statements
10. PROPeRTY, PlanT anD eQuiPmenT (COnTinueD)
* Land and buildings of the Group are as follows:- (continued) building on building on long term short term leasehold leasehold land land Rm’000 Rm’000

group – 2012 Freehold land Rm’000 Cost/valuation At 1.7.2011 At cost At valuation 361,875 4,511 366,386 Additions Disposals Written off Transfers Currency translation differences At 30.6.2012 Representing:At cost At valuation At 30.6.2012 accumulated depreciation At 1.7.2011 At cost At valuation Charge for the financial year Disposals Written off Transfers Currency translation differences At 30.6.2012 net book value:At cost At valuation At 30.6.2012 – – – – – – – – – 13,391 18 13,409 8,105 – – – 1,053 22,567 20,839 – 20,839 – – – – – 20,839 – – – – – – – – – 1,100,432 137 1,100,569 178,424 (42) (1,105) – 12,131 1,289,977 1,732 (72) – – 2,123 370,169 101,669 200 101,869 42,780 – – – 4,212 148,861 89,202 – 89,202 – – – – – 89,202 – 2,000 2,000 – – – – – 2,000 4,560,025 2,478 4,562,503 27,409 (867) (4,079) 11,217 35,807 4,631,990 long term Short term leasehold leasehold land land Rm’000 Rm’000 Freehold building on freehold oil palm land plantation Rm’000 Rm’000

Factory & other buildings Rm’000

Total Rm’000

902,811 – 902,811 49,488 – – 46,941 6,121 1,005,361

152,753 – 152,753 195 – (161) 84 17,853 170,724

2,432 – 2,432 – – – – – 2,432

6,170,767 9,189 6,179,956 121,604 (939) (4,240) 58,242 66,116 6,420,739

365,658 4,511 370,169

148,661 200 148,861

89,202 – 89,202

– 2,000 2,000

4,629,512 2,478 4,631,990

1,005,361 – 1,005,361

170,724 – 170,724

2,432 – 2,432

6,411,550 9,189 6,420,739

211,797 – 211,797 16,221 – – – 1,229 229,247

9,671 – 9,671 16,659 – – – 3,129 29,459

1,721 – 1,721 – – – – 53 1,774

1,357,851 155 1,358,006 219,409 (42) (1,105) – 17,595 1,593,863

365,658 4,511 370,169

126,114 180 126,294

68,363 – 68,363

– 2,000 2,000

3,339,678 2,335 3,342,013

776,114 – 776,114

141,265 – 141,265

658 – 658

4,817,850 9,026 4,826,876

128

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YTL Corporation Berhad

Notes to the Financial Statements
10. PROPeRTY, PlanT anD eQuiPmenT (COnTinueD)
Company – 2013 Furniture, fittings & equipment Rm’000

building Rm’000 Cost At 1.7.2012 Additions Disposals At 30.6.2013 accumulated Depreciation At 1.7.2012 Charge for the financial year Disposals At 30.6.2013 net book value At 30.6.2013

vehicles Rm’000

Total Rm’000

1,207 – – 1,207

4,231 1,550 – 5,781

3,801 903 (302) 4,402

9,239 2,453 (302) 11,390

415 – – 415

3,272 924 – 4,196

2,332 162 (134) 2,360

6,019 1,086 (134) 6,971

792

1,585

2,042

4,419

Company – 2012 Furniture, fittings & equipment Rm’000

building Rm’000 Cost At 1.7.2011 Additions At 30.6.2012 accumulated Depreciation At 1.7.2011 Charge for the financial year At 30.6.2012 net book value At 30.6.2012

vehicles Rm’000

Total Rm’000

1,207 – 1,207

3,389 842 4,231

3,479 322 3,801

8,075 1,164 9,239

343 72 415

2,696 576 3,272

2,246 86 2,332

5,285 734 6,019

792

959

1,469

3,220

Annual Report 2013



YTL Corporation Berhad

129

Notes to the Financial Statements
10. PROPeRTY, PlanT anD eQuiPmenT (COnTinueD)
(a) Depreciation charge for the financial year is allocated as follows:group 2013 Rm’000 Profit or loss (Note 6) Amount due from contract customers 1,441,564 4,743 1,446,307 2012 Rm’000 1,348,377 4,424 1,352,801 2013 Rm’000 1,086 – 1,086 Company 2012 Rm’000 734 – 734

(b) assets under finance lease The net book value of the property, plant and equipment as at reporting date held under finance leases are as follows:group 2013 Rm’000 Plant and machinery Vehicles 194,050 10,921 204,971 2012 Rm’000 232,049 10,555 242,604 2013 Rm’000 – 1,104 1,104 Company 2012 Rm’000 – 292 292

(c) Security The net book value of the Group’s property, plant and equipment that have been pledged as security for the bank facilities and bonds by way of fixed and floating charges are as follows:group 2013 2012 Rm’000 Rm’000 Buildings Plant and machinery Furniture, fixtures and equipment Vehicles Assets under construction 2,473,087 476,931 3,440 3,742 58,534 3,015,734 973,563 506,373 3,803 4,491 18,783 1,507,013

(d) borrowing cost Borrowing costs of RM6,421,710 (2012: RM5,221,738) arising on financing specifically entered into for the construction of property, plant and equipment was capitalised during the financial year. (e) Residual value of property, plant and equipment The Group has revised the useful life and residual value of certain property, plant and equipment. The revision was accounted for as a change in accounting estimate and as a result, the depreciation charge for the financial year 2012 has increased by RM104,941,176.

130

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
11. inveSTmenT PROPeRTieS
Freehold land & buildings Rm’000 group – 2013 At beginning of the financial year Additions Currency translation differences Change in fair value recognised in profit or loss (Note 6) At end of the financial year group – 2012 At beginning of the financial year Additions Disposals Currency translation differences Change in fair value recognised in profit or loss (Note 6) Transfer to project development expenditure (Note 12) At end of the financial year 85,635 228,959 (12,562) 7,695 4,312 (512) 313,527 51,849 262,395 – 2 78 – 314,324 137,484 491,354 (12,562) 7,697 4,390 (512) 627,851 313,527 – 34 513 314,074 314,324 4,255 (7) 962 319,534 627,851 4,255 27 1,475 633,608 long term leasehold land & buildings Rm’000 Total Rm’000

Investment properties with carrying amount of RM466 million (2012: Nil) are charged as security for a term loan granted to the Group as disclosed in Note 33 to the Financial Statements.

12. DevelOPmenT exPenDiTuReS
The movement in development expenditure of the Group during the financial year areas follows:group – 2013 Freehold land Rm’000 leasehold land Rm’000 Development costs Rm’000

Total Rm’000

(a) land held for property development At beginning of the financial year Additions Charge to profit or loss At end of the financial year 414,203 62,678 – 476,881 176,997 – (460) 176,537 246,749 21,257 – 268,006 837,949 83,935 (460) 921,424

(b) Project development expenditure At beginning of the financial year Additions Transfer to property, plant and equipment (Note 10) Currency translation differences At end of the financial year Total 3,637 – – – 3,637 480,518 51,998 – (48,192) (1,300) 2,506 179,043 62,041 53,416 (62,363) (4,787) 48,307 316,313 117,676 53,416 (110,555) (6,087) 54,450 975,874

Annual Report 2013



YTL Corporation Berhad

131

Notes to the Financial Statements
12. DevelOPmenT exPenDiTuReS (COnTinueD) group – 2012 Freehold land Rm’000 (a) land held for property development At beginning of the financial year Additions Transfer from project development expenditure At end of the financial year 407,698 1,270 5,235 414,203 163,890 1,400 11,707 176,997 230,098 16,095 556 246,749 801,686 18,765 17,498 837,949 leasehold land Rm’000 Development costs Rm’000 Total Rm’000

(b) Project development expenditure At beginning of the financial year Additions Charge to profit or loss Impairment losses (Note 6) Transfer to land held for property development Transfer from investment properties (Note 11) Transfer to property, plant and equipment (Note 10) At end of the financial year Total 8,872 – – – (5,235) – – 3,637 417,840 51,322 51,097 – – (11,707) – (38,714) 51,998 228,995 98,837 103,212 (12,965) (5,065) (556) 512 (121,934) 62,041 308,790 159,031 154,309 (12,965) (5,065) (17,498) 512 (160,648) 117,676 955,625

Included in development expenditure of the Group is interest capitalised during the financial year amounting to RM2,304,023 (2012: RM2,464,684).

132

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YTL Corporation Berhad

Notes to the Financial Statements
12. DevelOPmenT exPenDiTuReS (COnTinueD)
Development expenditure of the Group at the end of the financial year can be analysed as follows:Freehold land Rm’000 group – 2013 Cost:Land held for property development Project development expenditure 476,881 3,637 480,518 accumulated amortisation:Project development expenditure accumulated impairment losses:Project development expenditure net book value:Land held for property development Project development expenditure 176,537 2,506 179,043 268,006 87,387 355,393 921,424 93,530 1,014,954 leasehold land Rm’000 Development costs Rm’000

Total Rm’000





(3,877)

(3,877)





(35,203)

(35,203)

476,881 3,637 480,518

176,537 2,506 179,043

268,006 48,307 316,313

921,424 54,450 975,874

group – 2012 Cost:Land held for property development Project development expenditure 414,203 3,637 417,840 accumulated amortisation:Project development expenditure accumulated impairment losses:Project development expenditure net book value:Land held for property development Project development expenditure 176,997 51,998 228,995 246,749 101,121 347,870 837,949 156,756 994,705





(3,877)

(3,877)





(35,203)

(35,203)

414,203 3,637 417,840

176,997 51,998 228,995

246,749 62,041 308,790

837,949 117,676 955,625

Annual Report 2013



YTL Corporation Berhad

133

Notes to the Financial Statements
13. SubSiDiaRieS
(a) investment in subsidiaries Company 2013 Rm’000 Quoted shares, at cost Unquoted shares, at cost Quoted warrants, at cost Quoted ICULS, at cost Unquoted ICULS, at cost 3,352,807 2,195,479 12,447 391,502 – 5,952,235 Market value – Quoted shares – Quoted warrants – Quoted ICULS The number of warrants held in a subsidiary is as follows (‘000):YTL Power International Berhad – Warrant 2008/2018 2012 Rm’000 3,352,807 1,627,385 95,147 391,502 305,255 5,772,096

#

* *

7,189,377 40,419 340,606

7,734,853 432,900 368,012

90,830

780,000

#

Quoted warrants – Warrants 2008/2018 Each warrant entitles its registered holder to subscribe for one (1) new ordinary share of RM0.50 each in YTL Power International Berhad at the revised exercise price of RM1.21 payable in cash. The exercise price is also subject to adjustments in accordance with the basis set out in the Deed Poll. The warrants may be exercised at any time commencing on the date of issue of warrants on 12 June 2008 but not later than 11 June 2018. Any warrants which have not been exercised at the expiry date will lapse and cease to be valid for any purpose. The warrants are quoted on Bursa Malaysia Securities Berhad (“Bursa Securities”).

*

ICULS (i) iCulS – YTl land & Development berhad These are related to ten (10) years ICULS issued by YTL Land & Development Berhad, a subsidiary of the Group, on 31 October 2011. These ICULS bear a step-up coupon rate ranging from 3% to 6% per annum until its maturity date. The interest is payable semi-annually. The conversion price of the ICULS is fixed at a step-down basis. In the first four (4) years, the conversion price is at RM1.32 for one (1) ordinary share in YTL Land & Development Berhad, after which it is at RM0.99 in the next three (3) years and at RM0.66 for the remaining three (3) years. The ICULS are quoted on Bursa Securities.

134

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) (ii) iCulS – YTl Cement berhad These are related to ten (10) years ICULS issued by YTL Cement Berhad, a subsidiary of the Group, on 10 November 2005. These ICULS bear a step-up coupon rate ranging from 4% to 6% per annum until its maturity date. The interest is payable semi-annually. The conversion price of the ICULS is fixed at a step-down basis. In the first four (4) years, the conversion price is at RM2.72 for one (1) ordinary share in YTL Cement Berhad, after which it is at RM2.04 in the next three (3) years and at RM1.82 for the remaining three (3) years. The ICULS were quoted on Bursa Securities and have been delisted effective from 16 April 2012. Details of the subsidiaries are as follows:Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held by the company: Arah Asas Sdn. Bhd. Cane Creations Sdn. Bhd. Malaysia Malaysia Property development Manufacture & trading of cane furniture Investment holding Commercial trading property dealing investment holding Civil engineering works and construction Education & training using advanced technology Hotel operator Dormant Real estate investment 100.00 100.00 100.00 100.00

Cornerstone Crest Sdn. Bhd. Divine View Sdn. Bhd.

Malaysia Malaysia

100.00 100.00

100.00 100.00

Dynamic Project Development Sdn. Bhd. Intellectual Mission Sdn. Bhd.

Malaysia

100.00

100.00

Malaysia

100.00

100.00

Prisma Tulin Sdn. Bhd. Spectacular Corner Sdn. Bhd. Starhill Real Estate Investment Trust Syarikat Pembenaan Yeoh Tiong Lay Sdn. Bhd.

Malaysia Malaysia Malaysia

100.00 100.00 58.86

59.30 100.00 58.82

Malaysia

Civil engineering works, construction, property development & real estate investment, investment holding & related services Investment holding, ownership & chartering of yachts & vessels

100.00

100.00

*

YTL Cayman Limited

Cayman Islands

100.00

100.00

Annual Report 2013



YTL Corporation Berhad

135

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held by the company (Continued): YTL Cement Berhad Malaysia Investment holding, management services & hiring of vehicles Chartering of aircrafts, helicopters, ships & vehicles Inactive Inactive 97.94 98.56

YTL Charters Sdn. Bhd.

Malaysia

100.00

100.00

* *

YTL Corporation (UK) Plc YTL Corp Finance (Cayman) Ltd. YTL Corp Finance (Labuan) Limited

England & Wales Cayman Islands

100.00 100.00

100.00 100.00

Malaysia

Special purpose vehicle for issuance of securities & investment holding Investment holding, provision of incubation services including developing & incubating technology companies, internet contents of all descriptions & non-internet related businesses & provision of consultancy & advisory services in relation to the business of electronic commerce or internet commerce solutions Consultancy services in relation to the promotion of the gasification of municipal solid waste for disposal in cement plant kilns Investment holding Investment & property holding Hotel operator & management services Investment holding & management services

100.00

100.00

YTL e-Solutions Berhad

Malaysia

74.12

74.12

YTL Eco Solutions Sdn. Bhd.

Malaysia

100.00



YTL Energy Sdn. Bhd. * * YTL (Guernsey) Limited YTL Hotel Management Saint Tropez SARL YTL Hotels & Properties Sdn. Bhd.

Malaysia Guernsey France

100.00 100.00 100.00

100.00 100.00 100.00

Malaysia

100.00

100.00

136

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held by the company (Continued): YTL Industries Berhad Malaysia Investment holding, property development & property investment Property investment & property management Investment holding & the provision of financial, treasury & secretarial services Investment holding & provision of administrative & technical support services Property investment Providing consultancy services Inactive 100.00 100.00

YTL Land Sdn. Bhd.

Malaysia

100.00

100.00

*

YTL Land & Development Berhad

Malaysia

57.89

57.89

*

YTL Power International Berhad

Malaysia

52.63

51.40

*

YTL Singapore Pte. Ltd. YTL-SV Carbon Sdn. Bhd. YTL Vacation Club Berhad

Singapore Malaysia Malaysia

100.00 75.00 100.00

100.00 75.00 100.00

Held through Cane Creations Sdn. Bhd.: Cane Creations (Marketing) Sdn. Bhd. Malaysia Trading in cane furniture, local handicrafts, accessories & related services Retailing of merchandise furniture and cafe Retailing business Project management services, trading of painting, furniture, accessories & related services Retailing business 100.00 100.00

Natural Adventure Sdn. Bhd.

Malaysia

100.00

100.00

Niche Retailing Sdn. Bhd. Star Hill Living.Com Sdn. Bhd.

Malaysia Malaysia

100.00 100.00

100.00 100.00

Trendy Retailing Sdn. Bhd.

Malaysia

100.00

100.00

Annual Report 2013



YTL Corporation Berhad

137

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through Divine View Sdn. Bhd.: * SCI YTL Hotels Saint Tropez France Acquisition, management, renting & administration and/or resale of real estate 100.00 100.00

Held through Syarikat Pembenaan Yeoh Tiong Lay Sdn. Bhd.: * Austasia Metal Sdn. Bhd. Austasia Timbers Malaysia Sdn. Bhd. Builders Brickworks Sdn. Bhd. Construction Lease (M) Sdn. Bhd. Dynamic Marketing Sdn. Bhd. Dynamic Property Management Sdn. Bhd. First Commercial Development Sdn. Bhd.
#

Malaysia Malaysia

Inactive Inactive

100.00 100.00

100.00 100.00

Malaysia Malaysia

Inactive Leasing, hire purchase & credit Trading of building & construction materials Property development

93.80 100.00

93.80 100.00

Malaysia

100.00

100.00

Malaysia

100.00

100.00

Malaysia

Property investment

100.00

100.00

Kampung Tiong Development Sdn. Bhd. Lay Seng Oil Palm Plantations Sdn. Bhd. Permai Property Management Sdn. Bhd. Suri Travel & Tours Sdn. Bhd.

Malaysia

Property development

70.00



Malaysia

Cultivation of oil palms

100.00

100.00

Malaysia

Property management & related services Rental of motor vehicles, air ticketing & other related services Trading & rental of transportable cabins & wood based products

100.00

100.00

Malaysia

70.00

70.00

Transportable Camps Sdn. Bhd.

Malaysia

100.00

100.00

138

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through Syarikat Pembenaan Yeoh Tiong Lay Sdn. Bhd. (Continued): Yap Yew Hup Brickworks (Perak) Sdn. Bhd. Yeoh Tiong Lay Realty Sdn. Bhd. * * YTL Construction GmbH YTL Construction (S) Pte. Ltd. Malaysia Inactive 93.80 93.80

Malaysia

Realty, investment & management services Dormant Construction related activities & real estate developer Civil engineering works & Construction Provision of management services for construction projects Servicing & hiring of equipment

100.00

100.00

Germany Singapore

100.00 100.00

100.00 100.00

YTL Civil Engineering Sdn. Bhd. YTL Project Management Services Sdn. Bhd. YTL Technologies Sdn. Bhd.

Malaysia

90.00

90.00

Malaysia

100.00

100.00

Malaysia

99.18

99.42

Held through Starhill Real Estate Investment Trust: * Starhill Hospitality (Australia) Pty. Ltd. Starhill Hospitality REIT (Australia) Trust Starhill Hospitality REIT (Brisbane) Trust Starhill Hospitality REIT (Melbourne) Trust * Starhill Hospitality REIT (Sydney) Trust Starhill Hospitality REIT (Australia) Sdn. Bhd. (Formerly known as Versatile Degree Sdn. Bhd.) Starhill Hotel (Australia) Sdn. Bhd. (Formerly known as Marvellous Calibre Sdn. Bhd.) Australia Trustee company 58.86 58.82

*

Australia

Real estate investment

58.86

58.82

*

Australia

Real estate investment

58.86

58.82

Australia

Real estate investment

58.86

58.82

Australia

Real estate investment

58.86

58.82

Malaysia

Investment holding

58.86

58.82

Malaysia

Investment holding

58.86

58.82

Annual Report 2013



YTL Corporation Berhad

139

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through Starhill Real Estate Investment Trust (Continued): * * Starhill Hotel (Brisbane) Pty. Ltd. Starhill Hotel (Melbourne) Pty. Ltd. Starhill Hotel (Sydney) Pty. Ltd. Starhill REIT (Australia) Pty. Ltd. Starhill REIT Niseko G.K. Australia Australia Hotel operator Hotel operator 58.86 58.86 58.82 58.82

* * *

Australia Australia Japan

Hotel operator Trustee company Purchase, possession, disposal lease and management of real properties

58.86 58.86 58.86

58.82 58.82 58.82

Held through YTL Cayman Limited: * Just Heritage Sdn. Bhd. Malaysia Property management & related services Investment holding 100.00 100.00

*

Starhill Global REIT Investments Limited Starhill Global REIT Management Limited YTL Construction International (Cayman) Ltd. YTL Construction (Thailand) Limited YTL Power Services (Cayman) Ltd.

Cayman Islands

100.00

100.00

*

Cayman Islands

Investment holding

100.00

100.00

*

Cayman Islands

Investment holding in construction related activities Construction activities

100.00

100.00

*

Thailand

74.89

74.89

*

Cayman Islands

Investment holding & provision of operations & maintenance services of power plants Investment holding

100.00

100.00

*

YTL Property Investments Limited YTL Power Services (Leb) SARL YTL Power Services Sdn. Bhd.

Cayman Islands

100.00

100.00

*

Lebanon

Operation & maintenance of power station Operation & maintenance of power station

100.00

100.00

Malaysia

100.00

100.00

140

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Cayman Limited (Continued): * YTL Power Services (S) Pte. Ltd. YTL Starhill Global Property Management Pte. Ltd. YTL Starhill Global REIT Management Holdings Pte. Ltd. YTL Starhill Global REIT Management Limited Held through YTL Cement Berhad: Batu Tiga Quarry Sdn. Bhd. Malaysia Quarry business & trading of granite aggregates Quarry business & related services 97.94 98.56 Singapore Operation & maintenance of power station Property management services 100.00 100.00

*

Singapore

100.00

100.00

*

Singapore

Investment holding

100.00

100.00

*

Singapore

Investment advisor, property fund management

100.00

100.00

Batu Tiga Quarry (Sg. Buloh) Sdn. Bhd. Buildcon-Cimaco Concrete Sdn. Bhd. Buildcon Concrete Enterprise Sdn. Bhd. Buildcon Concrete Sdn. Bhd. Buildcon Desa Sdn. Bhd. C.I. Quarrying & Marketing Sdn. Bhd. C.I. Readymix Sdn. Bhd.

Malaysia

97.94

98.56

Malaysia

Manufacture & sale of ready-mixed concrete Investment holding

49.41

49.72

Malaysia

97.94

98.56

Malaysia

Manufacture & sale of ready-mixed concrete Inactive Granite quarrying

97.94

98.56

Malaysia Malaysia

97.94 97.94

98.56 98.56

Malaysia

Manufacture & sale of ready-mixed concrete Dormant

97.94

98.56

*

Concrete Industries Pte. Ltd.

Singapore

97.94

98.56

Annual Report 2013



YTL Corporation Berhad

141

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Cement Berhad (Continued): Gemilang Pintar Sdn. Bhd. Malaysia Marketing & trading of quarry products Dormant 68.56 68.99

*

Industrial Procurement Limited Jaksa Quarry Sdn. Bhd.

Cayman Islands

97.94

98.56

Malaysia

Quarry operator, manufacture of granite blocks, aggregates, chippings & crusher runs Inactive

97.94

98.56

Kenneison Construction Materials Sdn. Bhd. Kenneison Northern Quarry Sdn. Bhd.

Malaysia

97.94

98.56

Malaysia

Manufacturing, selling & distribution of premix products, construction & building materials Road transport of goods, storage & associated services

97.94

98.56

*

Linan Lu Hong Transport Co., Ltd.

The People’s Republic of China Malaysia Malaysia Malaysia

97.94

98.56

Mini-Mix Sdn. Bhd. Mutual Prospect Sdn. Bhd. * Pahang Cement Sdn. Bhd.

Inactive Quarry business & related services Manufacture & sale of ordinary portland cement, clinker & related products Inactive

97.94 97.94 97.94

98.56 98.56 98.56

*

Pahang Cement Marketing Sdn. Bhd. Permodalan Hitec Sdn. Bhd. Perak-Hanjoong Simen Sdn. Bhd.

Malaysia

97.94

98.56

Malaysia Malaysia

Dormant Manufacture & sale of clinker, ordinary Portland cement & blended cement Marketing of cement products Dormant

97.94 97.94

98.56 98.56

PHS Trading Sdn. Bhd. * P.T. YTL Simen Indonesia

Malaysia Indonesia

97.94 97.94

98.56 98.56

142

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Cement Berhad (Continued): Slag Cement Sdn. Bhd. Malaysia Manufacture & sale of ordinary portland cement and blended cement Manufacture & sale of ordinary portland cement and blended cement Inactive Inactive Investment holding Dormant 97.94 98.56

Slag Cement (Southern) Sdn. Bhd.

Malaysia

97.94

98.56

SMC Mix Sdn. Bhd. Straits Cement Sdn. Bhd. Tugas Sejahtera Sdn. Bhd. YTL Cement Enterprise Sdn. Bhd. * YTL Cement (Hong Kong) Limited YTL Cement Marketing Sdn. Bhd. * YTL Cement Marketing Singapore Pte. Ltd.

Malaysia Malaysia Malaysia Malaysia

97.94 97.94 97.94 97.94

98.56 98.56 98.56 98.56

Hong Kong

Investment holding

97.94

98.56

Malaysia

Sale & marketing of cementitious products Sales & marketing of cement, cementitious products & other related construction products Dormant

97.94

98.56

Singapore

97.94

98.56

YTL Cement (Sabah) Sdn. Bhd. (Formerly known as Awan Serunding Sdn. Bhd.) * YTL Cement Singapore Pte. Ltd.

Malaysia

97.94

98.56

Singapore

Investment holding, sale & marketing of construction products Operation of port terminal & specialise in handling of cementitious products Investment holding

97.94

98.56

*

YTL Cement Terminal Services Pte. Ltd.

Singapore

97.94

98.56

*

YTL Cement (Vietnam) Pte. Ltd.

Singapore

97.94



Annual Report 2013



YTL Corporation Berhad

143

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Cement Berhad (Continued): * YTL Concrete (S) Pte. Ltd. Singapore Manufacture & sale of ready-mixed concrete & related products Trading of building materials & related services Dormant Manufacture & sale of cement & cementitious products 97.94 98.56

YTL Premix Sdn. Bhd.

Malaysia

97.94

98.56

YTL Quarry Sdn. Bhd. * Zhejiang Hangzhou Dama Cement Co., Ltd.

Malaysia The People’s Republic of China The People’s Republic of China

97.94 97.94

98.56 98.56

*

Zhejiang YTL Cement Marketing Co., Ltd.

Sale & marketing of cement & cementitious products

97.94

98.56

Held through YTL Charters Sdn. Bhd.: Island Air Sdn. Bhd. Nusantara Sakti Sdn. Bhd. Malaysia Malaysia Chartering of aircrafts Carriage of passengers & air carriers 80.00 80.00 80.00 80.00

Held through YTL e-Solutions Berhad: Airzed Services Sdn. Bhd. Airzed Broadband Sdn. Bhd. Malaysia Malaysia Inactive Providing wired line & wireless broadband internet access services & developing, producing, marketing, selling & maintaining software applications, research & development, consultancy & related services Providing wireless network distribution equipment & services, broadband & internet services & other internet related services 41.50 51.88 41.50 51.88

Bizsurf MSC Sdn. Bhd.

Malaysia

44.47

44.47

144

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL e-Solutions Berhad (Continued): * Infoscreen Networks Plc PropertyNetAsia (Malaysia) Sdn. Bhd. YTL Info Screen Sdn. Bhd. England & Wales Malaysia Investment holding Inactive 73.96 74.12 73.96 74.12

Malaysia

Creating, providing & advertising content, media, web media & up to date information via electronic media Inactive Providing computer networking & related information technology services Investment holding

73.96

73.96

YMax Sdn. Bhd. Y-Max Networks Sdn. Bhd.

Malaysia Malaysia

74.12 44.47

68.19 44.47

Y-Max Solutions Holdings Sdn. Bhd. Held through YTL (Guernsey) Limited: * YTL Construction (SA) (Proprietary) Ltd.

Malaysia

74.12

74.12

South Africa

Inactive

100.00

100.00

Held through YTL Hotels & Properties Sdn. Bhd.: Autodome Sdn. Bhd. Malaysia Operator of food & beverage outlets & sub-letting of premises Investment holding Hotel developer and operator Development of holiday resorts 100.00 100.00

* *

Bath Hotel & SPA B.V. Bath Hotel and SPA Limited Borneo Cosmeceutical Sdn. Bhd. Borneo Island Villas Sdn. Bhd. Business & Budget Hotels Sdn. Bhd.

Netherlands England & Wales Malaysia

100.00 100.00 90.00

100.00 – 90.00

Malaysia

Dormant

80.00

80.00

Malaysia

Investment holding & property investment

100.00

100.00

Annual Report 2013



YTL Corporation Berhad

145

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Hotels & Properties Sdn. Bhd. (Continued): Business & Budget Hotels (Penang) Sdn. Bhd. Business & Budget Hotels (Seberang Jaya) Sdn. Bhd. Cameron Highlands Resort Sdn. Bhd. Diamond Recipe Sdn. Bhd. Malaysia Hotel & resort operator 51.00 51.00

Malaysia

Inactive

51.00

51.00

Malaysia

Hotel & resort operator

100.00

100.00

Malaysia

Operator of food & beverage outlet Hotel operations

51.00

51.00

*

Gainsborough Hotel (Bath) Limited Happy Steamboat Sdn. Bhd.

England & Wales

100.00

100.00

Malaysia

Operator of food & beverage outlet Property development

100.00

100.00

#

Kampung Tiong Development Sdn. Bhd. Magna Boundary Sdn. Bhd. Marble Valley Sdn. Bhd.

Malaysia



70.00

Malaysia Malaysia

Hotel & resort operator Management & investment holding Hotel & resort operator Hotel management services

90.00 80.00

90.00 80.00

Marble Valley Two Sdn. Bhd. * M Hotel Management Pte. Ltd. Niseko Village K.K.

Malaysia Singapore

64.00 51.00

64.00 51.00

*

Japan

Owning, managing, maintaining and developing the Niseko Village Resort Investment holding Managing & operating a hotel Inactive Hotel operator

100.00

100.00

* *

Niseko Village (S) Pte. Ltd. P.T. Jepun Bali Restoran Kisap Sdn. Bhd.

Singapore Indonesia Malaysia Thailand

100.00 100.00 100.00 100.00

100.00 100.00 100.00 100.00

*

Samui Hotel 2 Co., Ltd.

146

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Hotels & Properties Sdn. Bhd. (Continued): Sentul Park Koi Centre Sdn. Bhd. Star Hill Hotel Sdn. Bhd. YTL Heritage Hotels Sdn. Bhd. * * YTL Hotels B.V. YTL Hotels (Cayman) Limited YTL Hotels Central Services Sdn. Bhd. YTL Hotel Management Services Sdn. Bhd. Malaysia Breeders, wholesalers, retailers & distributors of Koi fish Hotel operator Dormant 100.00 55.00

Malaysia Malaysia

100.00 100.00

100.00 100.00

Netherlands Cayman Islands

Investment holding Hotel operator & hotel management services Dormant

100.00 100.00

100.00 100.00

Malaysia

100.00

100.00

Malaysia

Providing professional & commercial education & training in hospitality Travel and hospitality related business

70.00

70.00

*

YTL Hotels (Singapore) Pte. Ltd. Held through YTL Industries Berhad: Yeoh Tiong Lay Brickworks Sdn. Bhd. Yeoh Tiong Lay Management Sdn. Bhd. Held through YTL Land Sdn. Bhd.: Katagreen Development Sdn. Bhd. Pintar Projek Sdn. Bhd.

Singapore

100.00

100.00

Malaysia

Inactive

100.00

100.00

Malaysia

Dormant

100.00

100.00

Malaysia

Property leasing management & related services Management of real estate investment trust funds, licensing of trademarks & brand management

100.00

100.00

Malaysia

70.00

70.00

Annual Report 2013



YTL Corporation Berhad

147

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Land Sdn. Bhd. (Continued): Puncak Serunding Sdn. Bhd. YTL Design Services Sdn. Bhd. YTL Majestic Hotel Sdn. Bhd. Malaysia Malaysia Malaysia Dormant Dormant Development of hotel 100.00 100.00 100.00 100.00 100.00 100.00

Held through YTL Land & Development Berhad: Amanresorts Sdn. Bhd. Bayumaju Development Sdn. Bhd. * Boom Time Strategies Sdn. Bhd. Budaya Bersatu Sdn. Bhd. Emerald Hectares Sdn. Bhd. * * * Lakefront Pte. Ltd. Lot Ten Security Sdn. Bhd. Mayang Sari Sdn. Bhd. Noriwasa Sdn. Bhd. Pakatan Perakbina Sdn. Bhd. Malaysia Malaysia Dormant Property development 57.89 57.89 57.89 57.89

Malaysia Malaysia Malaysia Singapore Malaysia Malaysia Malaysia Malaysia

Inactive Dormant Property development Real estate developer Inactive Inactive Dormant Property development & building construction Investment holding & property development Property development Real estate developer & related services Property development & property investment

57.89 57.89 40.52 57.89 57.89 57.89 57.89 57.89

57.89 57.89 40.52 57.89 57.89 57.89 57.89 57.89

Pinnacle Trend Sdn. Bhd.

Malaysia

57.89

57.89

PYP Sendirian Berhad * Sandy Island Pte. Ltd.

Malaysia Singapore

57.89 57.89

57.89 57.89

Satria Sewira Sdn. Bhd.

Malaysia

57.89

57.89

148

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Land & Development Berhad (Continued): * Sentul Raya Sdn. Bhd. Malaysia Property development & property investment Inactive Inactive Park management 40.52 40.52

* * *

Sentul Raya Golf Club Berhad Sentul Raya City Sdn. Bhd. Sentul Park Management Sdn. Bhd. SR Property Management Sdn. Bhd. Syarikat Kemajuan Perumahan Negara Sdn. Bhd. Trend Acres Sdn. Bhd.

Malaysia Malaysia Malaysia

40.52 40.52 40.52

40.52 40.52 40.52

*

Malaysia

Property development

57.89

57.89

Malaysia

Property development

57.89

57.89

Malaysia

Investment holding & property development Property development Dormant

57.89

57.89

Udapakat Bina Sdn. Bhd. * YTL Land & Development (MM2H) Sdn. Bhd. YTL Land & Development Management Pte. Ltd. YTL Westwood Properties Pte. Ltd.

Malaysia Malaysia

57.89 57.89

57.89 57.89

*

Singapore

Provision of financial services and management consultancy services Real estate developer

57.89

57.89

*

Singapore

57.89

57.89

Held through YTL Power International Berhad: * Enterprise Laundry Services Limited Extiva Communications Sdn. Bhd. England & Wales Provision of laundry services 52.63 –

Malaysia

Developing & marketing of VoIP telephony and other advanced network media appliance for services provider and enterprise telephony markets

31.58

30.84

Annual Report 2013



YTL Corporation Berhad

149

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Power International Berhad (Continued): FrogAsia Sdn. Bhd. Malaysia Software license reseller focusing on virtual education learning platforms Sale into the education market and further development of the company’s web environment products Dormant Dormant 52.63 51.40

*

Frogtrade Limited

England & Wales

30.30

29.60

* *

Geneco Limited Granite Investments (Cayman Islands) Limited I Education Limited

England & Wales Cayman Islands

52.63 52.63

51.40 51.40

*

England & Wales

Providing internet services, development and provision of software Providing internet services, development and provision of software In voluntary liquidation Oil trading & oil tank leasing Provision construction management, consultancy services & power station operation services Investment holding

15.45



*

Pagabo Limited

England & Wales

15.45



* * *

PowerSeraya Limited PetroSeraya Pte. Limited P.T. YTL Jawa Timur

Singapore Singapore Indonesia

52.63 52.63 52.63

51.40 51.40 51.40

*

Seraya Energy & Investment Pte. Ltd. Seraya Energy Pte. Ltd. SC Technology Deutschland GmbH SC Technology GmbH SC Technology Nederlands B.V.

Singapore

52.63

51.40

* *

Singapore Germany

Sale of electricity Waste treatment processes

52.63 52.63

51.40 51.40

* *

Switzerland Netherlands

Waste treatment processes Waste treatment processes

52.63 52.63

51.40 51.40

150

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Power International Berhad (Continued): * * Swiss Water System AG Sword Bidco (Holdings) Limited Sword Bidco Limited Sword Holdings Limited Sword Midco Limited Water 2 Business Limited Switzerland England & Wales Dormant Investment holding – 52.63 30.33 –

* * * *

England & Wales Cayman Islands England & Wales England & Wales

Investment holding Investment holding Investment holding Licenced water supplier, providing retail water services to business customers Dormant

52.63 52.63 52.63 52.63

– – – –

*

Wessex Electricity Utilities Limited Wessex Engineering & Construction Services Ltd. Wessex Logistics Limited Wessex Promotions Limited Wessex Property Services Limited Wessex Spring Water Limited

England & Wales

52.63

51.40

*

England & Wales

Engineering & construction services

52.63

51.40

* * * *

England & Wales England & Wales England & Wales

Dormant Entertainment promotion Dormant

52.63 52.63 52.63

51.40 51.40 51.40

England & Wales England & Wales

Dormant Dormant

52.63 52.63

51.40 51.40

*

Wessex Water Commercial Limited Wessex Water Engineering Services Limited Wessex Water Enterprises Limited Wessex Water International Limited

*

England & Wales

Dormant

52.63

51.40

*

England & Wales

Water supply & waste water services Investment holding

52.63

51.40

Cayman Islands

52.63

51.40

Annual Report 2013



YTL Corporation Berhad

151

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Power International Berhad (Continued): * * Wessex Water Limited Wessex Water Pension Scheme Trustee Limited Wessex Water Services Finance Plc Wessex Water Services Limited Wessex Water Trustee Company Limited Wessex Water Utility Solutions Ltd. YTL Communications International Ltd. YTL Communications Sdn. Bhd. * YTL Communications (S) Pte. Ltd. YTL-CPI Power Limited YTL Digital Sdn. Bhd. England & Wales England & Wales Investment holding Management of Wessex Water Pension Scheme Issue of bonds 52.63 52.63 51.40 51.40

*

England & Wales

52.63

51.40

*

England & Wales

Water supply & waste water services Dormant

52.63

51.40

*

England & Wales

52.63

51.40

*

England & Wales

Dormant

52.63

51.40

*

Cayman Islands

Inactive

31.58

30.84

Malaysia

Providing wired, line & wireless broadband access services Dormant

31.58

30.84

Singapore

31.58

30.84

*

Hong Kong Malaysia

Inactive Sale and marketing of telecommunication products Dormant Investment holdings Dormant Providing public entertainment events & public relations services Dormant

– 31.58

26.21 30.84

* * * *

YTL EcoGreen Pte. Ltd. YTL Education (UK) Limited YTL Engineering Limited YTL Events Limited

Singapore England & Wales England & Wales England & Wales

52.63 52.63 52.63 52.63

51.40 51.40 51.40 51.40

*

YTL Global Networks Limited

Cayman Islands

31.58

30.84

152

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Power International Berhad (Continued): * YTL Infrastructure Limited YTL Jawa O & M Holdings B.V. YTL Jawa O & M Holdings Limited YTL Jawa Power B.V. YTL Jawa Power Finance Limited YTL Jawa Power Holdings B.V. YTL Jawa Power Holdings Limited YTL Jawa Power Services B.V. YTL Power Australia Limited YTL Power Finance (Cayman) Limited * YTL Power Generation Sdn. Bhd. Cayman Islands Netherlands Cyprus Investment holding Investment holding Investment holding 52.63 52.63 52.63 – 51.40 51.40

Netherlands Cayman Islands

Investment holding Investment holding

52.63 52.63

51.40 51.40

Netherlands Cyprus

Investment holding Investment holding

30.07 52.63

29.37 51.40

Netherlands Cayman Islands Cayman Islands

Investment holding Investment holding Dormant

52.63 52.63 52.63

51.40 51.40 51.40

Malaysia

Developing, constructing, completing, maintaining & operating power plants Investment holding

52.63

51.40

YTL Power Investments Limited YTL Power International Holdings Limited * YTL PowerSeraya Pte. Ltd.

Cayman Islands

52.63

51.40

Cayman Islands

Investment holding

52.63

51.40

Singapore

Own and operate energy facilities and services (full value chain of electricity generation including trading of physical fuels and fuel related derivative instruments, tank leasing activities and sale of by-products from the electricity generation process)

52.63

51.40

Annual Report 2013



YTL Corporation Berhad

153

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Power International Berhad (Continued): * YTL Power (Thailand) Limited YTL Power Trading (Labuan) Limited YTL Seraya Limited * YTL Services Limited YTL Utilities Limited YTL Utilities Finance Limited YTL Utilities Finance 2 Limited YTL Utilities Finance 3 Limited YTL Utilities Finance 4 Limited YTL Utilities Finance 5 Limited YTL Utilities Finance 6 Limited YTL Utilities Finance 7 Limited YTL Utilities Holdings Limited * YTL Utilities Holdings (S) Pte. Limited YTL Utilities (S) Pte. Limited Cayman Islands Investment holding 52.63 –

Malaysia

Dormant

52.63

51.40

Cayman Islands England & Wales Cayman Islands Cayman Islands

Investment holding Dormant Investment holding Investment holding

52.63 52.63 52.63 52.63

51.40 51.40 51.40 51.40

Cayman Islands

Investment holding

52.63

51.40

Cayman Islands

Investment holding

52.63

51.40

Cayman Islands

Financial services

52.63

51.40

Cayman Islands

Financial services

52.63

51.40

Cayman Islands

Investment holding

52.63

51.40

Cayman Islands

Financial services

52.63

51.40

Cayman Islands

Investment holding

52.63

51.40

Singapore

Investment holding

52.63

51.40

*

Singapore

Investment holding

52.63

51.40

154

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(a) investment in subsidiaries (continued) Place of incorporation effective equity interest 2013 2012 % %

name of Company

Principal activities

Held through YTL Power International Berhad (Continued): * YTL Utilities (UK) Limited England & Wales Investment holding 52.63 51.40

Held through YTL Singapore Pte. Ltd.: * * Ideal World Pte. Ltd. Genesis-Alliance Retail Pte. Ltd. Guangzhou Autodome Food & Beverage Management Co., Ltd. Prestige Lifestyles & Living Sdn. Bhd. * Shanghai Autodome Food & Beverage Co., Ltd. Singapore Singapore Wholesale of furniture Retailing of furniture 51.00 51.00 51.00 51.00

*

The People’s Republic of China Malaysia

Operator of food & beverage outlets

100.00



Trading of furniture, accessories & related services Operator of food & beverage outlets

51.00

51.00

The People’s Republic of China The People’s Republic of China

100.00

100.00

*

Shanghai YTL Hotels Management Co., Ltd.

Dormant

100.00

100.00

*
#

Subsidiaries not audited by HLB Ler Lum Restructuring

Annual Report 2013



YTL Corporation Berhad

155

Notes to the Financial Statements
13. SubSiDiaRieS (COnTinueD)
(b) Subsidiaries’ financial statements The unaudited financial statements of Bath Hotel & SPA B.V., Gainsborough Hotel (Bath) Limited, Industrial Procurement Limited, Niseko Village K.K., Starhill Global REIT Investments Limited, Starhill Global REIT Management Limited, YTL Cayman Limited, YTL Construction (SA) (Proprietary) Limited, YTL Construction GmbH, YTL Construction International (Cayman) Ltd., YTL Corp Finance (Cayman) Limited, YTL (Guernsey) Limited, YTL Hotels B.V., YTL Hotels (Cayman) Limited, SCI YTL Hotels Saint Tropez, YTL Power Services (Cayman) Ltd. and YTL Property Investments Limited, were consolidated in the Group’s financial statements as these subsidiaries were not required by their local legislations to have their financial statements audited. (c) Significant changes in group structure (i) On 29 October 2012, YTL Power announced that Frogtrade Limited (“Frogtrade”), a 57.58% owned subsidiary of YTLPIL, which in turn is an indirect subsidiary of YTL Power, had entered into an agreement with Steven John Holt, Micheal Luke Wilkinson and Simon Marshall, for the acquisition of a total 1,020 ordinary shares of 5 pence each in the capital of I Education Limited (“I Education”), representing 51% of the issued and paid-up share capital of I Education, for a cash consideration of GBP1,020,000 (“Acquisition”). As a result of the Acquisition, I Education became a subsidiary of Frogtrade and indirect subsidiary of YTL Power and the Company. Concurrently with the Acquisition, Pagabo Limited, a wholly-owned subsidiary of I Education, became an indirect subsidiary of Frogtrade, YTL Power and the Company. (ii) On 17 April 2013, the Company acquired the balance of 8,712,402 ordinary shares of RM1.00 each in Prisma Tulin Sdn. Bhd. (“PTSB”), representing the balance 40.67% of the total issued and paid-up share capital in PTSB, not owned by the Company, from Amcorp Properties Berhad for a total consideration of RM19,461,764.00 (“Acquisition”). As a result of the Acquisition, PTSB became a wholly-owned subsidiary of the Company.

14. inveSTmenT in aSSOCiaTeD COmPanieS
(a) investment in associated companies group 2013 Rm’000 Unquoted shares, at cost Quoted shares, outside Malaysia, at cost Unquoted Convertible Preference Units, (“CPU”)* outside Malaysia, at cost Share of post acquisition profits 1,211,356 817,369 405,000 985,015 3,418,740 Market value of quoted shares outside Malaysia * 1,207,842 2012 Rm’000 1,078,162 817,369 405,000 902,940 3,203,471 950,550 2013 Rm’000 205,241 – – – 205,241 – Company 2012 Rm’000 210,641 – – – 210,641 –

The CPUs are issued by Starhill Global Real Estate Investment Trust (“SG REIT”), in which the Group has an interest in 570,777,858 (2012: 570,777,858) units representing 29.38% (2012: 29.38%). The CPU holders are entitled to receive a discretionary, non-cumulative variable SGD coupon distribution of up to RM0.1322 per CPU, which is equivalent to a distribution rate of 5.65% per annum. The CPU holders have the right to convert the CPU after a period of three years commencing from the date of issuance of the CPU at a conversion price of SGD0.7266 per unit. Any CPU remaining in existence after seven years from the date of issuance of the CPU shall be mandatorily converted into SG REIT units at the conversion price. The CPU to be held by the YTL Corporation Berhad Group in accordance with the SC’s approval vide its letter dated 24 February 2010.

156

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
14. inveSTmenT in aSSOCiaTeD COmPanieS (COnTinueD)
(a) investment in associated companies (continued) Details of the associated companies are as follows:Place of incorporation effective equity interest 2013 2012 % % 50.00 50.00

name of Company

Principal activities

Business & Budget Hotels (Kuantan) Sdn. Bhd. ^* Eastern & Oriental Express Ltd.

Malaysia

Hotel operator

Bermuda

Ownership & management of the luxury train service known as the ‘Eastern & Oriental Express’ In the process of deregistration

32.00

32.00

ß*

ElectraNet Transmission Services Pty. Ltd. ElectraNet Pty. Ltd.

Australia



17.22

*

Australia

Trade as ElectraNet SA (operates& manages the electricity transmission network throughout South Australia) Investment holding Operation & maintenance of the ERL railway system between KLIA in Sepang & KL Sentral Station Dormant

17.63

17.22

* *

Enefit Jordan B.V. Express Rail Link Sdn. Bhd.

Netherlands Malaysia

15.79 50.00

15.42 50.00

^

Jimah Power Generation Sdn. Bhd. North South Development Sdn. Bhd.

Malaysia

25.78

25.18

Malaysia

Realty, investment & management services To construct, commission & operate a coal-fired thermal power station Invest in prime real estate

49.00

49.00

*

P.T. Jawa Power

Indonesia

10.52

13.78

^* Starhill Global Real Estate Investment Trust Superb Aggregates Sdn. Bhd.

Singapore

29.38

29.38

Malaysia

Extraction, removal, processing & sale of sand Hotel operator Dormant

48.97

49.28

^* Surin Bay Company Limited
@*

Thailand Malaysia

49.00 15.79

49.00 15.42

Teknologi Tenaga Perlis (Overseas) Consortium Sdn. Bhd.

Annual Report 2013



YTL Corporation Berhad

157

Notes to the Financial Statements
14. inveSTmenT in aSSOCiaTeD COmPanieS (COnTinueD)
(a) investment in associated companies (continued) Place of incorporation effective equity interest 2013 2012 % % 50.00 50.00 15.79 50.00 50.00 15.42

name of Company

Principal activities

Trans-Pacific Hotels Sdn. Bhd. Trans-Pacific Resorts Sdn. Bhd. Xchanging Malaysia Sdn. Bhd.

Malaysia Malaysia Malaysia

Inactive Inactive Provision of information technology outsourcing services Investment holding

*

YTL (Thailand) Limited *
@

Thailand

49.90

49.90

^ ß Companies not audited by HLB Ler Lum Companies with financial year end of 31 October Companies with financial year end of 31 December Deregistered during the financial year

As indicated above, the financial year end of certain associated companies are not co-terminous with that of the Group. For the purpose of applying the equity method of accounting, these companies’ unaudited financial statements made up to 30 June were used in conjunction with their audited financial statements for the financial year ended 31 October or 31 December as the case may be. (b) The summarised financial information of the associated companies are as follows:group 2013 Rm’000 Non-current assets Current assets Current liabilities Non-current liabilities Net assets Revenue Profit for the financial year 22,488,968 2,018,936 (3,162,909) (11,481,122) 9,863,873 3,337,202 958,921 2012 Rm’000 21,156,496 2,148,757 (2,089,548) (11,163,795) 10,051,910 3,029,975 989,628

Goodwill amounting to RM18,416,000 (2012: RM18,416,000) was included in the carrying amount of investment in associated companies. The Group has not recognised its share of losses of an associated company amounting to RM20,726,000 (2012: RM27,963,000) because the Group’s cumulative share of losses exceeds its interest in that entity and the Group has no obligation in respect of those losses. The cumulative unrecognised losses amount to RM261,224,000 (2012: RM200,898,000) at reporting date.

158

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
15. JOinT venTuReS
(a) investments in a jointly controlled entity group 2013 Rm’000 Unquoted investments, at cost Share of post acquisition losses 22,900 (410) 22,490 2012 Rm’000 22,900 (407) 22,493

(i)

Details of the jointly controlled entity are as follows:Place of incorporation effective equity interest 2013 2012 % % 28.95 28.95

name of Company

Principal activities

PDC Heritage Hotel Sdn. Bhd. (i)

Malaysia

Property development

The aggregate amounts of each of the current assets, non-current assets, current liabilities, income and expenses related to the Group’s interests in the jointly controlled entity are as follows:group 2013 Rm’000 Non-current assets Current assets Current liabilities Net assets Income Expenses 135 16,101 (3,305) 12,931 3 (6) 2012 Rm’000 – 15,638 (2,705) 12,933 2 (406)

Annual Report 2013



YTL Corporation Berhad

159

Notes to the Financial Statements
15. JOinT venTuReS (COnTinueD)
(b) Jointly controlled operations Bristol Wessex Billing Services Limited (“BWWSL”) The Group has a 50% interest in a joint arrangement, Bristol Wessex Billing Services Limited, which was incorporated in England and Wales. On 28 June 2001, Wessex Water Limited and Wessex Water Services Limited entered into a joint arrangement with a third party, under which the billing and customer services of both groups were transferred to Bristol Wessex Billing Services Limited. The Group’s share of the assets, liabilities and expenses of the jointly controlled operations has been accounted for in the books of the relevant subsidiary as follows:group 2013 Rm’000 Non-current assets Current assets Current liabilities Net assets Expenses 155 4,019 (4,174) – 51,035 2012 Rm’000 259 3,535 (3,794) – 51,879

16. inveSTmenTS group 2013 Rm’000 Available-for-sale financial assets 155,035 2012 Rm’000 168,010 2013 Rm’000 174,141 Company 2012 Rm’000 120,360

The investments are in relation to the following:group 2013 Rm’000 Quoted equity investments – Within Malaysia – Outside Malaysia Unquoted equity investments – Within Malaysia – Outside Malaysia 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

2,496 122 44,100 108,317 155,035

89,685 5,688 18,933 53,704 168,010

4,415 7,303 19,483 142,940 174,141

5,426 2,776 19,483 92,675 120,360

160

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
16. inveSTmenTS (COnTinueD)
During the financial year, the gains arising from the changes in fair values recognised in other comprehensive income amounted to RM13,013,000 (2012: loss of RM47,762,000) and RM1,083,000 (2012: RM538,000), for the Group and Company, respectively. During the financial year, the Group and the Company recognised an impairment loss of RM299,591 (2012: RM9,540,491) and RM299,591 (2012: RM9,540,491) against equity investments whose trade prices had been below cost for a prolonged period, respectively. During the last financial year, a change in the terms of the preference shares was introduced. Under this change the holder of the preference shares was granted an option to convert the preference shares into ordinary shares of YTL Power Investments Limited (“YTLPIL”). In June 2012 the holder exercised the convertible option and further acquired all remaining shares in YTLPIL making it a wholly owned subsidiary of the Group. As a result of this conversion, the preference shares were derecognised. A gain of RM87.6 million was recorded in the Group Income Statement as a result of the derecognition of the preference shares in the previous financial year.

17. CaSh anD CaSh eQuivalenTS group 2013 Rm’000 Deposits with licensed banks Cash and bank balances Cash and cash equivalents Bank overdrafts (Note 33) Cash and cash equivalents as per statements of cash flows 13,145,698 668,315 13,814,013 (71,402) 2012 Rm’000 12,569,307 783,068 13,352,375 (75,300) 2013 Rm’000 1,750,043 4,405 1,754,448 – Company 2012 Rm’000 774,765 3,560 778,325 –

13,742,611

13,277,075

1,754,448

778,325

Cash and bank balances of the Group included amounts totalling RM14,902,871 (2012: RM33,363,271) held pursuant to Section 7A of the Housing Developers (Control and Licensing) Act 1966 and Nil (2012: RM184,303,941 [SGD73,594,993]) held under the “Project Account Rules – 1977 Ed, Singapore”. Those amounts were restricted from use in other operations. The range of interest rates of deposits that were effective at the reporting date were as follows:group 2013 % Deposits with licensed banks 0.01 – 3.70 2012 % 0.01 – 4.68 2013 % 2.50 – 3.40 Company 2012 % 2.95 – 3.40

Deposits of the Group and of the Company have maturities ranging from 1 day to 365 days (2012: 1 day to 365 days). Bank balances are deposits held at call with banks.

Annual Report 2013



YTL Corporation Berhad

161

Notes to the Financial Statements
17. CaSh anD CaSh eQuivalenTS (COnTinueD)
The Group and the Company seek to invest cash and cash equivalents safely and profitably with creditworthy local and offshore licensed banks. The credit quality of the local and offshore licenced banks are P1 as rated by RAM Rating Services Bhd and Moody’s Investors Service, Inc., respectively.

18. inTangible aSSeTS
The details of intangible assets are as follows:group 2013 Rm’000 Customer acquisition costs (Note a) Goodwill on consolidation (Note b) 40,201 4,745,284 4,785,485 2012 Rm’000 – 4,717,126 4,717,126

(a) Customer acquisition costs At beginning of the financial year Additions Amortisation (Note 6) At end of the financial year – 61,477 (21,276) 40,201 – – – –

(b) goodwill on consolidation at cost: At beginning of the financial year Arising from acquisition of new subsidiaries Currency translation differences At end of the financial year accumulated impairment: At beginning of the financial year Impairment losses (Note 6) At end of the financial year Carrying amount at end of the financial year (17,669) – (17,669) 4,745,284 (9,178) (8,491) (17,669) 4,717,126 4,734,795 – 28,158 4,762,953 4,579,164 36,685 118,946 4,734,795

Goodwill only arises in business combinations. The amount of goodwill initially recognised is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management judgement.

162

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
18. inTangible aSSeTS (COnTinueD)
For the purposes of impairment testing, goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to the following business segments:group 2013 Rm’000 Utilities Management services Cement manufacturing & trading Property investment & development Hotel & restaurant operations Others 4,241,269 245,445 114,025 98,093 21,698 24,754 4,745,284 2012 Rm’000 4,215,452 243,104 114,025 98,082 21,709 24,754 4,717,126

Goodwill is tested for impairment on an annual basis by comparing the carrying amount with the recoverable amount of the CGUs. The recoverable amount of these CGUs was determined based on value-in-use calculations. Cash flow projections used in these calculations were based on financial budgets approved by management covering a three-year period. Cash flows beyond the three-year period were extrapolated using the estimated growth rate. The growth rate did not exceed the long-term average growth rate for the segment business in which the CGUs operates. (a) key assumption used in the value-in-use calculation The following assumption has been applied in the value-in-use calculation for the two of major goodwill in utilities segment of amounting of RM3.00 billion (2012: RM2.99 billion) (“A”) and RM214 million (2012: RM214 million) (“B”), respectively, one of major goodwill in management services (“C”) and cement manufacturing & trading (“D”) segment of amounting to RM245 million (2012: RM244 million) and RM114 million (2012: RM119 million), respectively. 2013 C % 4.5 n/a 3.0 2012 C % 7.0 N/A 3.0

a % Pre-tax discounts Terminal growth rate Revenue growth 6.0 2.0 1.2

b % 7.1 1.5 2.7

D % 4.5 n/a 3.0

a % 6.0 2.0 2.1

b % 5.5 0.2 4.0

D % 6.7 N/A 3.0

The discount rates used are pre-tax and reflect specific risks relating to the CGU. The discount rates applied to the cash flow projections are derived from the cost of capital plus a reasonable risk premium at the date of the assessment of the respective CGU.

Annual Report 2013



YTL Corporation Berhad

163

Notes to the Financial Statements
18. inTangible aSSeTS (COnTinueD)
(b) Sensitivity to change in key assumptions Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s result. The Group’s review includes the sensitivity of key assumptions to the cash flow projections. The circumstances where a reasonable possible change in key assumptions will result in the recoverable amounts of goodwill on the CGUs to equal the corresponding carrying amounts assuming no change in the other variables are as follows:2013 2012 a b a b % % % % Pre-tax discount Terminal growth rate Revenue growth 9.4 (5.5) (0.2) 14.7 (0.3) (13.1) 9.1 (6.1) 0.3 17.4 (1.0) (10.8)

The management believes that no reasonable possible change in any of the above key assumptions would cause the carrying values of the units to materially differ from their recoverable amounts except the above mentioned CGU “A” and “B”. No impairment was recognised for the financial year ended 30 June 2013 and 30 June 2012 for the goodwill of the respective CGUs as their recoverable amounts were in excess of their carrying amounts

19. biOlOgiCal aSSeTS group 2013 Rm’000 Plantation development expenditure – at cost At beginning of the financial year Addition At end of the financial year 1,316 384 1,700 1,128 188 1,316 2012 Rm’000

164

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
20. TRaDe anD OTheR ReCeivableS group 2013 Rm’000 non-current Amounts recoverable from supplier* Less: Allowance for impairment Amounts recoverable from supplier (net) Accrued income Deposits Receivables in associated company^ 357,235 (102,605) 254,630 1,162 13,188 289,541 558,521 331,380 – 331,380 – 13,185 433,503 778,068 2012 Rm’000

group 2013 Rm’000 Current Trade receivables Shareholder amounts held by solicitors 3,029,499 15,728 3,045,227 (260,887) 2,784,340 298,592 (1,503) 297,089 1,133 7,861 358,700 87,878 3,537,001 2,379,475 41,716 2,421,191 (228,934) 2,192,257 298,103 (1,430) 296,673 535,824 21,338 305,594 206,473 3,558,159 – – – – – 17,129 17,129 – – – 232 17,361 2012 Rm’000 2013 Rm’000

Company 2012 Rm’000

– – – – – 13,286 – 13,286 – – – 232 13,518

Less: Allowance for impairment Trade receivables – net Other receivables Less: Allowance for impairment Other receivables – net Progress billings and final sum receivables Retention sum Accrued income Deposits

Annual Report 2013



YTL Corporation Berhad

165

Notes to the Financial Statements
20. TRaDe anD OTheR ReCeivableS (COnTinueD)
^ Receivables from associate comprises of three loan notes to the associate. The notes have been issued by the associate in accordance to a loan note facility agreement. These receivables will mature in October 2030. Contingent interests are receivable on loan notes to the extent that there is sufficient available cash. In the event that cash is insufficient, interest will be accrued. A subsidiary of the Group had entered into a Gas Supply Agreement (‘GSA’) on 15 March 1993. Under this agreement, the price of gas to be supplied is calculated by reference to a market price-related formula. However, since 1 May 1997, the Government of Malaysia has fixed the price of gas and accordingly, the market price-related formula applicable under the GSA has not been used by the gas supplier. As a consequence, a dispute arose over whether a discount provided for under the market price-related formula was applicable under the GSA. The Government of Malaysia had on 12 May 2005 informed the subsidiary that the discount should be reinstated with effect from 1 January 2002. However, contrary to the decision of the Government, the gas supplier advised the subsidiary that effective from 1 January 2002 the discount has been withdrawn. Consequently, as at 30 June 2013, the amounts paid to the gas supplier under protest and which is due and owing to the subsidiary. The Directors have obtained legal advice on the matter and based on the advice received believe that the amounts are fully recoverable. The remaining balances within other receivable are neither past due nor impaired. The ageing analysis of the Group’s trade receivables is as follows:group 2013 Rm’000 Neither past due nor impaired 1 to 90 days past due not impaired 91 to 120 days past due not impaired More than 120 days past due not impaired Total past due not impaired Impaired 2,266,662 188,258 72,086 257,334 517,678 260,887 3,045,227 2012 Rm’000 1,708,699 214,039 113,331 156,188 483,558 228,934 2,421,191

*

Trade receivables that are neither past due nor impaired are creditworthy receivables with good payment records with the Group. Receivables amounting to RM116.5 million (2012: RM123.8 million) are secured by financial guarantees given by banks and RM11.9 million (2012: RM39.4 million) are secured by cash collateral. Receivables that are past due but not impaired The Group has trade receivables amounting to RM517,678,000 (2012: RM483,558,000) that are past due at the reporting date but not impaired. These include mainly trade receivables past due for technical or strategic reasons and there is no concern on the credit worthiness of the counter parties and the recoverability of these debts.

166

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
20. TRaDe anD OTheR ReCeivableS (COnTinueD)
Receivables that are impaired The Group’s receivables that are individually impaired at the reporting date and the movement of the allowance accounts used to record the impairment are as follows:Trade receivables Others Total Rm’000 Rm’000 Rm’000 group – 2013 At beginning of the financial year Charge for the year Reversal of impairment losses Bad debts written off Currency translation differences At end of the financial year group – 2012 At beginning of the financial year Charge for the year Reversal of impairment losses Currency translation differences At end of the financial year 209,774 49,669 (34,369) 3,860 228,934 34,452 390 (33,412) – 1,430 244,226 50,059 (67,781) 3,860 230,364 228,934 69,177 (1,385) (31,702) (4,137) 260,887 1,430 102,678 – – – 104,108 230,364 171,855 (1,385) (31,702) (4,137) 364,995

Receivables that are individually determined to be impaired at the reporting date relate to receivables that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

21. invenTORieS group 2013 Rm’000 at cost Consumable stores Finished goods Fuel Properties held for sale Raw materials Spare parts Work-in-progress at fair value less cost to sell Fuel 37,137 892,569 1,922 928,654 17,780 79,838 270,278 153,593 107,871 194,581 31,491 10,648 83,466 323,188 187,462 88,587 196,551 36,830 2012 Rm’000

Annual Report 2013



YTL Corporation Berhad

167

Notes to the Financial Statements
22. PROPeRTY DevelOPmenT COSTS group – 2013 Freehold land Rm’000 leasehold land Rm’000 Development costs Rm’000 Total Rm’000

Cumulative property development costs:At beginning of the financial year Cost incurred during the financial year Transfer to inventories Reversal of completed projects Currency translation differences At end of the financial year Cumulative cost recognised in profit or loss:At beginning of the financial year Recognised during the financial year Reversal of completed projects At end of the financial year Property development costs at end of the financial year group – 2012 Freehold land Rm’000 leasehold land Rm’000 Development costs Rm’000 (471,872) (283,501) 431,087 (324,286) 1,370,881 1,165,856 – – (14,449) 3,785 1,155,192 105,716 20,243 (285) (59,097) – 66,577 424,928 407,655 (2,916) (357,541) 1,272 473,398 1,696,500 427,898 (3,201) (431,087) 5,057 1,695,167

Total Rm’000

Cumulative property development costs:At beginning of the financial year Cost incurred during the financial year Transfer to inventories Reversal of completed projects Currency translation differences At end of the financial year Cumulative cost recognised in profit or loss:At beginning of the financial year Recognised during the financial year Reversal of completed projects Currency translation differences At end of the financial year Property development costs at end of the financial year (827,675) (673,078) 1,027,047 1,834 (471,872) 1,224,628 1,122,035 – (979) (1,467) 46,267 1,165,856 429,551 20,336 (43,925) (299,824) (422) 105,716 761,789 472,872 (87,072) (725,756) 3,095 424,928 2,313,375 493,208 (131,976) (1,027,047) 48,940 1,696,500

Included in property development costs of the Group is interest capitalised during the financial year amounting to RM30,791,596 (2012: RM41,948,084). Included in property development costs of the Group is a freehold land under development with carrying value of RM1,316,000,000 (2012: RM1,188,847,000) pledged as security for a borrowing granted to the Group as disclosed in Note 33 to the Financial Statements.

168

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
23. OTheR aSSeTS group 2013 Rm’000 non-current Prepayments 147,762 72,646 2012 Rm’000

group 2013 Rm’000 Current Prepayments Accrued billings in respect of property development costs Amount due from contract customers (Note 25) 304,326 84,815 9,154 398,295 526,657 100,706 40,100 667,463 1,054 – – 1,054 2012 Rm’000 2013 Rm’000

Company 2012 Rm’000

1,481 – – 1,481

24. DeRivaTive FinanCial inSTRumenTS assets Rm’000 group – 2013 At beginning of the financial year Movement during the year Currency translation differences At end of the financial year 79,653 (34,167) 18 45,504 (524,367) 319,387 3,366 (201,614) (444,714) 285,220 3,384 (156,110) liabilities Rm’000 Total Rm’000

assets Rm’000 group – 2012 At beginning of the financial year Movement during the year Currency translation differences At end of the financial year 98,515 (20,282) 1,420 79,653

liabilities Rm’000

Total Rm’000

(268,637) (239,254) (16,476) (524,367)

(170,122) (259,536) (15,056) (444,714)

Annual Report 2013



YTL Corporation Berhad

169

Notes to the Financial Statements
24. DeRivaTive FinanCial inSTRumenTS (COnTinueD) analysed as:group Contract/ notional amount Rm’000 2013 Cash-flow hedges – fuel oil swaps – currency forwards – Interest rate swaps Fair – – – value through profit or loss fuel oil swaps currency forwards 1.875% exchangeable bonds 1,889,283 1,955,169 431,922 5,140 35,088 – 60,069 1,828 12,653 Fair values assets liabilities Rm’000 Rm’000

376,657 109,795 –

4,208 1,068 – 45,504

2,937 57 124,070 201,614 61,282 140,332 201,614

Current portion Non-current portion

37,654 7,850 45,504

2012 Cash-flow hedges – fuel oil swaps – currency forwards – Interest rate swaps Fair – – – value through profit or loss fuel oil swaps currency forwards 1.875% exchangeable bonds 2,275,887 2,349,746 508,686 40,734 25,649 – 235,311 15,483 42,545

477,935 39,085 –

13,129 141 – 79,653

36,785 2 194,241 524,367 284,648 239,719 524,367

Current portion Non-current portion

75,856 3,797 79,653

The changes in fair value that arose from fair value through profit or loss and the ineffective portion of cash flow hedge recognised in the profit or loss amounted to a gain of RM25.7 million (2012: loss of RM20.6 million) and a gain of RM67.5 million (2012: loss of RM30.0 million), respectively.

170

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
24. DeRivaTive FinanCial inSTRumenTS (COnTinueD)
Financial period when the cash flows on cash flow hedges are expected to occur or affect profit or loss: (a) Fuel oil swaps Fuel oil swaps are entered into to hedge highly probable forecast fuel purchases that are expected to occur at various dates. The fuel oil swaps have maturity dates that match the expected occurrence of these transactions. Gains and losses recognised in the hedging reserve prior to the occurrence of these transactions are transferred to the inventory of fuels upon acquisition or cost of sales upon consumption of natural gas. The gains and losses relating to fuel oil inventory are subsequently recognised in profit or loss upon consumption of the underlying fuels. The fair values of fuel oil swaps are determined using the active market rate. (b) Forward foreign currency exchange Forward foreign currency exchange are entered into to hedge highly probable forecast transactions denominated in foreign currency expected to occur at various dates. The currency forwards have maturity dates that match the expected occurrence of these transactions. Gains and losses relating to highly probable forecast fuel purchases are recognised in the hedging reserve prior to the occurrence of these transactions and are transferred to the inventory of fuels upon acquisition or cost of sales upon consumption of natural gas. The gains and losses relating to fuel oil inventory are subsequently transferred to profit or loss upon consumption of the underlying fuels. For those currency forwards used to hedge highly probable forecast foreign currency purchases of property, plant and equipment, the gains and losses are included in the cost of the assets and recognised in profit or loss over their estimated useful lives as part of depreciation expense. For those currency forwards used to hedge highly probably forecast foreign currency transactions for maintenance contracts, the gains and losses are included in payments and recognised in profit or loss over the period of the contracts. The fair values of forward currency contracts are determined using actively quoted forward currency rates. (c) interest rate swaps Interest rate swaps are entered into to hedge floating semi-annual interest payments on borrowings. Since the borrowings are obtained specifically for the construction of property, plant and equipment, the interest on these borrowings along with the net interest on the interest swaps are capitalised. The interest payments are included in the cost of the assets and recognised in profit or loss over their estimated useful lives as part of depreciation expense. The fair values of interest rate swaps are calculated using the present value of the estimated future cash flows discounted at actively quoted interest rates. (d) 1.875% exchangeable bonds These represent the exchange features which are separate embedded derivatives contained in the Group’s bonds. Bondholders are able to exchange the bonds into ordinary shares of RM0.10 each in the Company (“YTL Corp Shares”) at fixed exchange prices as disclosed in Note 32(I). The derivative financial instruments are carried at fair value through profit or loss.

Annual Report 2013



YTL Corporation Berhad

171

Notes to the Financial Statements
24. DeRivaTive FinanCial inSTRumenTS (COnTinueD)
(d) 1.875% exchangeable bonds (continued) The fair values of the derivative financial instruments are valued using the jump diffusion model. The significant inputs in the model as at reporting date are as follows:group 2013 Rm’000 YTL Corp Share price (RM) Exchange price (RM) Expected volatility (%) Expected life of exchange feature (years) Risk free rate per annum (%) 1.66 1.67 26.5 1.72 1.48 2012 Rm’000 2.02 1.80 15.0 2.62 1.48

The expected life of exchange feature is based on the contractual life of these exchangeable bonds. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

25. COnSTRuCTiOn COnTRaCTS group 2013 Rm’000 Aggregate costs incurred to date Recognised profits less recognised losses Exchange differences 1,520,238 204,321 (1,508) 1,723,051 (1,746,337) (23,286) 2012 Rm’000 1,343,776 172,527 (1,418) 1,514,885 (1,512,543) 2,342

Less: Progress billings Total

Representing: Amount due to contract customers (Note 38) Amount due from contract customers (Note 23) Total

(32,440) 9,154 (23,286)

(37,758) 40,100 2,342

Included in aggregate costs incurred to date of the Group are depreciation and interest capitalised during the financial year amounting to RM4,742,875 (2012: RM4,424,003) and RM624,831 (2012: RM494,514), respectively.

172

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
26. amOunTS Due FROm/TO RelaTeD PaRTieS group 2013 Rm’000 (a) Amounts due from related parties Amounts due from:– Holding company – Subsidiaries – Related companies – Associated companies – Jointly controlled entity 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

1,000 – 9,744 23,646 6,610 41,000

87 – 11,900 7,910 5,406 25,303

– 2,384,099 930 340 – 2,385,369

– 1,994,419 764 342 – 1,995,525

(b) Amounts due to related parties Amounts due to:– Subsidiaries – Related companies – Associated companies

– 4,679 680 5,359

– 6,003 3,803 9,806

1,048,085 30 – 1,048,115

760,631 99 – 760,730

(c)

The amounts due from/to related parties pertain mainly to trade receivables/payables, advances and payments on behalf. The outstanding amounts are unsecured, interest free and payable on demand except for advances given to a subsidiary amounting RM38.7 million (2012: RM44.8 million) which bear interest rate of 4.4% per annum (2012: 4.4% per annum). The significant related parties’ transactions of the Group and the Company are disclosed in Note 42 to the Financial Statements.

(d) Holding company The Directors regard Yeoh Tiong Lay & Sons Holdings Sdn. Bhd., a company incorporated in Malaysia as its holding company.

27. ShORT TeRm inveSTmenTS group 2013 Rm’000 Available-for-sale financial assets Unquoted unit trusts in Malaysia – at cost 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

590,715

572,881

590,715

572,881

Unquoted unit trusts are measured at cost less impairment losses at each reporting date because fair values cannot be obtained directly from quoted market price.
Annual Report 2013 • YTL Corporation Berhad

173

Notes to the Financial Statements
28. ShaRe CaPiTal group/Company 2013 2012 Rm’000 Rm’000 Authorised:At beginning and end of the financial year – 15,000,000,000 ordinary shares of RM0.10 each

1,500,000

1,500,000

Issued and fully paid:At beginning of the financial year – 10,546,774,669 (2012: 9,528,017,190) ordinary shares of RM0.10 each Exercise of share options under ESOS 2001 – Nil (2012: 182,107,000) ordinary shares of RM0.10 each Share Exchange Offer – Nil (2012: 787,951,284) ordinary shares of RM0.10 each Conversion of exchangeable bonds – 192,156,804 (2012: 48,699,195) ordinary shares of RM0.10 each At end of the financial year – 10,738,931,473 (2012: 10,546,774,669) ordinary shares of RM0.10 each

1,054,677

952,802



18,210



78,795

19,216

4,870

1,073,893

1,054,677

During the financial year, the following shares were issued by the Company:Class of shares Ordinary Ordinary Ordinary number of shares 86,699,323 2,238,471 103,219,010 Term of issue Otherwise than cash Otherwise than cash Otherwise than cash issue price Rm 1.80 1.78 1.67 Purpose of issue Conversion of exchangeable bonds Conversion of exchangeable bonds Conversion of exchangeable bonds

The new ordinary shares rank pari passu in all respects with the existing ordinary shares. Out of a total of 10,738,931,473 (2012: 10,546,774,669) ordinary shares of RM0.10 issued and fully paid-up ordinary shares, the Company holds 373,343,939 (2012: 868,588,445) ordinary shares of RM0.10 as treasury shares. As at 30 June 2013, the number of ordinary shares in issue and fully paid net of treasury shares are 10,365,587,534 (2012: 9,678,186,224).

174

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
28. ShaRe CaPiTal (COnTinueD)
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share and rank equally with regard to the Company’s residual assets. (a) Treasury Shares The shareholders of the Company granted a mandate to the Company to repurchase its own shares at the Annual General Meeting held on 27 November 2012. The Directors of the Company are committed to enhance the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interest of the Company and its shareholders. During the financial year, the Company repurchased 152,294,500 ordinary shares of RM0.10 each (2012: 319,275,900) ordinary shares of RM0.10 each of its issued share capital from the open market. The average price paid for the shares repurchased was RM1.80 (2012: RM1.66) per ordinary share of RM0.10 each. The repurchase transactions were financed by internally generated funds. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965. On 2 July 2012, a total of 647,539,006 treasury shares amounting to RM934,139,770 were distributed as share dividend to the shareholders on the basis of one (1) treasury share for every fifteen (15) ordinary shares held on 18 June 2012. As at 30 June 2013, the Company held as treasury shares a total of 373,343,939 (2012: 868,588,445) of its 10,738,931,473 (2012: 10,546,774,669) issued ordinary shares. Such treasury shares are held at a carrying amount of RM593,338,983 (2012: RM1,253,032,153). (b) employees Share Option Scheme (“eSOS”) On 1 April 2011, the Company implemented a new share issuance scheme known as the Employees Share Option Scheme which was approved by the shareholders of the Company at an Extraordinary General Meeting held on 30 November 2010, the ESOS is for eligible employees and directors of the Company and/or its subsidiaries who meet the criteria of eligibility for participation as set out in the by-laws of the ESOS (“By-Laws”). The salient terms of the ESOS are as follows:(i) (ii) The ESOS 2011 shall be in force for a period of ten (10) years, effective from 1 April 2011. The maximum number of shares to be allotted and issued pursuant to the exercise of the options which may be granted under the ESOS 2011 shall not exceed fifteen per cent (15%) of the total issued and paid-up share capital of the Company at the point of time throughout the duration of the ESOS 2011.

(iii) Any employee (including the directors) of the Group shall be eligible to participate in the ESOS 2011 if, as at the date of offer of an option (“Offer Date”), the person:(a) has attained the age of eighteen (18) years;

(b) is a director or an employee employed by and on payroll of a company within the Group; and (c) in the case of employees, has been in the employment of the Group for a period of at least one (1) year of continuous service prior to and up to the Offer Date, including service during the probation period, and is confirmed in service. The options committee may, at its discretion, nominate any employee (including directors) of the Group to be an eligible employee despite the eligibility criteria under Clause 3.1(iii) of the By-Laws not being met, at any time and from time to time.

Annual Report 2013



YTL Corporation Berhad

175

Notes to the Financial Statements
28. ShaRe CaPiTal (COnTinueD)
(b) employees Share Option Scheme (“eSOS”) (continued) (iv) The subscription price for shares under the ESOS 2011 shall be determined by the Board upon recommendation of the options committee and shall be fixed based on the higher of the following:(a) the weighted average market price of shares, as quoted on Bursa Securities, for the five (5) market days immediately preceding the Offer Date of the options with a discount of not more than ten per cent (10%), if deemed appropriate, or such lower or higher limit in accordance with any prevailing guidelines issued by Bursa Securities or any other relevant authorities as amended from time to time; or

(b) the par value of the shares (or such other par value as may be permitted by the provisions of the Companies Act, 1965). (v) Subject to Clause 13 of the By-Laws, the options committee may, at any time and from time to time, before or after an option is granted, limit the exercise of the option to a maximum number of new ordinary shares of the Company and/or such percentage of the total ordinary shares of the Company comprised in the options during such period(s) within the option period and impose any other terms and/or conditions deemed appropriate by the options committee in its sole discretion including amending/varying any terms and conditions imposed earlier. Notwithstanding the above, and subject to Clauses 10 and 11 of the By-Laws, the options can only be exercised by the grantee no earlier than three (3) years after the Offer Date or such other period as may be determined by the options committee at its absolute discretion, by notice in writing to the options committee, provided however that the options committee may at its discretion or upon the request in writing by the grantee allow the options to be exercised at any earlier or other period.

(vi) A grantee shall be prohibited from disposing of the new ordinary shares of the Company allotted and issued to him for a period of one (1) year from the date on which the option is exercised or such other period as may be determined by the options committee at its absolute discretion. As at the end of the financial year, no options have been granted under the ESOS 2011, save for the following:On 16 July 2012, 146,830,000 options were offered by the Company to eligible employees and directors under the ESOS 2011 at an exercise price of RM1.75 per ordinary share.

176

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
28. ShaRe CaPiTal (COnTinueD)
The movements during the financial year in the number of share options of the Company are as follows:Financial year ended 30 June 2013 number of share options over ordinary shares of Rm0.10 each at beginning of financial year granted lapsed ‘000 ‘000 ‘000

grant date

expiry date

exercise price Rm

at end of financial year ‘000

Scheme 16.07.2012

31.03.2021

1.75

– –

146,830 146,830

(5,755) (5,755)

141,075 141,075

None of the 141,075,000 (2012: Nil) outstanding options are exercisable. The fair value of options granted for which FRS 2 applies, were determined using the Trinomial Valuation model. The significant inputs in the model are as follows:Share options granted on 16.07.2012 Valuation assumptions:Expected volatility Expected dividend yield Expected option life Risk-free interest rate per annum (based on Malaysian securities bonds) 23.6% 4.5% 3 – 4 years 3.1%

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. Value of employee services received for issue of share options:group 2013 Rm’000 Share options granted by the Company by the subsidiaries Allocation to subsidiaries Total share options expenses 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

15,860 9,443 – 25,303

– 1,181 – 1,181

15,860 – (9,483) 6,377

– – – –

Annual Report 2013



YTL Corporation Berhad

177

Notes to the Financial Statements
29. nOn-DiSTRibuTable ReSeRveS
(a) Share premium group/Company 2013 2012 Rm’000 Rm’000 At beginning of the financial year Shares issued upon exercise of share options under ESOS 2001 Transfer from share options reserve on exercise of ESOS 2001[Note 29(B)] Share exchange offer Conversion of exchangeable bonds Share issuance expense Share dividend declared At end of the financial year 1,674,496 – – – 313,204 – – 1,987,700 1,317,192 156,641 22,799 1,040,096 82,788 (10,880) (934,140) 1,674,496

(b) Other reserves group 2013 Rm’000 Capital reserve Equity component of Irredeemable Convertible Unsecured Loan Stocks Foreign currency translation reserve Share options reserve Statutory reserve Available-for-sale reserve Hedging reserve Share dividend payable reserve 101,991 74,066 (742,041) 26,601 27,141 5,299 (23,483) – (530,426) 2012 Rm’000 101,994 74,119 (614,643) 1,298 27,236 (13,945) (112,882) 934,140 397,317 2013 Rm’000 – – 15,860 – 1,700 – – 17,560 Company 2012 Rm’000 – – – – – 1,142 – 934,140 935,282

178

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
29. nOn-DiSTRibuTable ReSeRveS (COnTinueD)
(b) Other reserves – group Foreign equity currency Capital component translation reserve of iCulS reserve Rm’000 Rm’000 Rm’000 2013 At beginning of the financial year Changes in fair values Exchange differences Total comprehensive (loss)/ income for the year Share options granted Share option issued by subsidiary Conversion of ICULS Share dividend distributed Changes in composition of the group Currency translation differences At end of the financial year 101,994 – – – – – – – – (3) 101,991 74,119 – – – – – (53) – – – 74,066 (614,643) – (125,394) (125,394) – – – – 80 (2,084) (742,041) 1,298 – – – 15,860 9,443 – – – – 26,601 27,236 – – – – – – – – (95) 27,141 (13,945) 19,244 – 19,244 – – – – – – 5,299 (112,882) 87,217 – 87,217 – – – – – 2,182 (23,483) 934,140 – – – – – – (934,140) – – – 397,317 106,461 (125,394) (18,933) 15,860 9,443 (53) (934,140) 80 – (530,426) Share options reserve Rm’000 availablefor-sale reserve Rm’000 Share dividend payable reserve Rm’000 Total other reserves Rm’000

Statutory reserve1 Rm’000

hedging reserve Rm’000

Annual Report 2013



YTL Corporation Berhad

179

Notes to the Financial Statements
29. nOn-DiSTRibuTable ReSeRveS (COnTinueD)
(b) Other reserves – group Foreign equity currency Capital component translation reserve of iCulS reserve Rm’000 Rm’000 Rm’000 2012 At beginning of the financial year Changes in fair values Exchange differences Total comprehensive income/(loss) for the year Issue of share capital Effect of issue of shares by subsidiaries to non-controlling interest Share options lapsed Share option issued by subsidiary Issue of ICULS Conversion of ICULS Share dividend declared Changes in composition of the group Currency translation differences At end of the financial year
Note:
1

Share options reserve Rm’000

Statutory reserve1 Rm’000

availablefor-sale reserve Rm’000

hedging reserve Rm’000

Share dividend payable reserve Rm’000

Total other reserves Rm’000

102,625 – – – –

21,382 – – – –

(675,518) – 61,944 61,944 –

45,028 – – – (22,799)

45,136 – – – –

31,788 (45,733) – (45,733) –

14,133 (126,624) – (126,624) –

– – – – –

(415,426) (172,357) 61,944 (110,413) (22,799)

– – – – – – (648) 17

– – – 60,305 (7,568) – – –

– – – – – – – (1,069)

(9,446) (12,666) 1,181 – – – – –

– – – – – – (19,343) 1,443

– – – – – – – –

– – – – – – – (391)

– – – – – 934,140 – –

(9,446) (12,666) 1,181 60,305 (7,568) 934,140 (19,991) –

101,994

74,119

(614,643)

1,298

27,236

(13,945)

(112,882)

934,140

397,317

This represents a reserve which needs to be set aside pursuant to local statutory requirement of an associated company.

180

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
29. nOn-DiSTRibuTable ReSeRveS (COnTinueD)
(b) Other reserves – Company Share options reserve Rm’000 2013 At beginning of the financial year Changes in fair values Disposal of available-for-sales investment securities Share dividend distributed Issue of share capital Share options granted At end of the financial year – – – – – 15,860 15,860 1,142 1,083 (525) – – – 1,700 934,140 – – (934,140) – – – 935,282 1,083 (525) (934,140) – 15,860 17,560 availablefor-sale reserve Rm’000 Share dividend payable reserve Rm’000 Total other reserves Rm’000

2012 At beginning of the financial year Changes in fair values Disposal of available-for-sales investment securities Share dividend declared Issue of share capital Share options lapsed At end of the financial year 23,630 – – – (22,799) (831) – 1,221 538 (617) – – – 1,142 – – – 934,140 – – 934,140 24,851 538 (617) 934,140 (22,799) (831) 935,282

30. lOng TeRm PaYableS group 2013 Rm’000 Deferred income Deposits Loan from non-controlling interest Other payables 160,002 78,685 79,145 2,449 320,281 2012 Rm’000 164,055 70,979 79,419 – 314,453

Non-current payables comprises of deposits collected from retail customers in relation to the provision of electricity, deposits received from developers of housing development in relation to the provision of water and sewerage infrastructure and deferred income in relation to assets transferred from customer.

Annual Report 2013



YTL Corporation Berhad

181

Notes to the Financial Statements
31. OTheR nOn-CuRRenT liabiliTieS group 2013 Rm’000 Amount due to contract customer 67,696 2012 Rm’000 67,696

This represents the balance of the total purchase consideration of not less than RM105,616,000 (2012: RM105,616,000) for the acquisition of the Sentul Raya Development Project Site from Keretapi Tanah Melayu Berhad (“KTMB”), which will be settled by way of phased development, construction and completion of the Railway Village by Sentul Raya Sdn. Bhd. (“SRSB”), a subsidiary of YTL Land & Development Berhad for KTMB at its sole cost and expense in accordance with the provisions of the Development Agreement dated 8 December 1993 between SRSB and KTMB as amended pursuant to the Supplementary Development Agreement dated 21 December 2000.

32. bOnDS group note Current:Medium Term Notes 32(A) 1,350,000 1,350,000 non-current:Medium Term Notes 3.52% Retail Price Index Guaranteed Bonds 5.75% Guaranteed Unsecured Bonds 5.375% Guaranteed Unsecured Bonds 1.75% Index Linked Guaranteed Bonds 1.369% and 1.374% Index Linked Guaranteed Bonds 1.489%, 1.495% and 1.499% Index Linked Guaranteed Bonds 2.186% Index Linked Guaranteed Bonds Due 2039 1.875% Guaranteed Exchangeable Bonds Due 2015 4.0% Unsecured Fixed rate Bonds Due 2021 32(A) 32(B) 32(C) 32(D) 32(E) 32(F) 32(G) 32(H) 32(I) 32(J) 5,041,625 337,548 1,676,908 961,599 908,032 908,032 860,054 281,679 878,128 1,482,505 13,336,110 Total 14,686,110 4,288,191 342,309 1,699,265 997,157 893,983 893,983 852,291 279,780 1,188,441 983,813 12,419,213 13,034,713 1,000,000 – – – – – – – – – 1,000,000 1,500,000 500,000 – – – – – – – – – 500,000 500,000 615,500 615,500 500,000 500,000 – – 2013 Rm’000 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

182

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
32. bOnDS (COnTinueD)
The bonds are repayable:group 2013 Rm’000 Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years Total 1,350,000 1,178,101 12,158,009 14,686,110 2012 Rm’000 615,500 5,476,633 6,942,580 13,034,713 2013 Rm’000 500,000 – 1,000,000 1,500,000 Company 2012 Rm’000 – 500,000 – 500,000

The weighted average effective interest rates of the bonds of the Group and the Company as at the reporting date are as follows:group Company 2013 2012 2013 2012 % % % % Medium Term Notes Bonds 2.28 4.95 4.63 3.05 4.615 – 4.85 –

The fair values of the bonds of the Group as at the reporting date are as follows:group 2013 Rm’000 3.52% Retail Price Index Guaranteed Bonds 5.75% Guaranteed Unsecured Bonds 5.375% Guaranteed Unsecured Bonds 1.75% Index Linked Guaranteed Bonds 1.369% and 1.374% Index Linked Guaranteed Bonds 1.489%, 1.495% and 1.499% Index Linked Guaranteed Bonds 2.186% Index Linked Guaranteed Bonds Due 2039 1.875% Guaranteed Exchangeable Bonds Due 2015 4.0% Unsecured Fixed rate Bonds Due 2021 Medium Term Notes Total 313,440 1,973,643 1,090,743 1,272,083 1,134,892 1,128,934 273,911 868,945 1,507,729 5,904,360 15,468,680 2012 Rm’000 361,453 2,075,365 1,153,092 1,312,950 1,117,075 1,117,477 282,521 1,426,129 1,053,733 5,094,484 14,994,279 2013 Rm’000 – – – – – – – – – 1,492,327 1,492,327 Company 2012 Rm’000 – – – – – – – – – 548,500 548,500

Annual Report 2013



YTL Corporation Berhad

183

Notes to the Financial Statements
32. bOnDS (COnTinueD)
(a) meDium TeRm nOTeS (“mTns”) (i) The MTNs of the Company were issued pursuant to:(a) An MTN issuance programme of up to RM500 million constituted by a Trust Deed and Programme Agreement, both dated 18 June 2004, and the First Supplemental MTN Trust Deed dated 13 July 2004.; A nominal value of RM500 million of MTNs was issued on 25 June 2009 to refinance the Company’s existing RM500 million nominal value MTNs. The coupon rate of the MTNs is 4.85% (2012: 4.85%) per annum, payable semi-annually in arrears and the MTNs are redeemable on 25 June 2014 at nominal value. (b) An MTN issuance programme of up to RM2.0 billion constituted by a Trust Deed and Programme Agreement, both dated 26 March 2013. During the financial year, a nominal value of RM1,000,000,000 of MTNs was issued under the programme on 25 April 2013 at a coupon rate 4.38% (2012: Nil) per annum, payable semi-annually in arrears. The MTNs are redeemable on 25 April 2023 at nominal value. (ii) The nominal value of RM1.3 billion unsecured MTNs ranging between 1 year to 11 years were issued by YTL Power Generation Sdn. Bhd. (“YTLPG”), a subsidiary of the Group, pursuant to a Facility Agreement dated 9 July 2003. Interest is payable semi-annually in arrears. The MTNs bear interest rates ranging from 4.00% to 4.05% (2012: 3.93% to 4.05%) per annum.

(iii) The MTNs of YTL Power International Berhad (“YTLPI”) were issued pursuant to:(a) a Commercial Paper and/or Medium Term Notes issuance programme of up to RM2.0 billion (“CP/MTN Programme”) constituted by a Trust Deed and CP/MTN Programme Agreement, both dated 24 May 2007; and

(b) an MTN issuance programme of up to RM5.0 billion (“MTN Programme”) constituted by a Trust Deed and MTN Programme Agreement, both dated 11 August 2011. During the financial year, YTLPI issued new MTNs with a nominal value of RM1,100,000,000. YTLPI’s outstanding MTNs bear interest rates ranging from 3.80% to 5.55% (2012: 3.80% to 5.55%) per annum. The MTN repaid during the year was RM310,500,000 (2012: RM934,500,000). (b) 3.52% ReTail PRiCe inDex guaRanTeeD bOnDS (‘RPig bonds’) The RPIG Bonds bear interest semi-annually on 30 January and 30 July at an interest rate of 3.52% initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June 2013 is 6.50% (2012: 8.68%) per annum. Unless previously redeemed, repurchased, cancelled or otherwise satisfied by the Issuer, the RPIG Bonds will be redeemed in full on 30 July 2023 at their indexed value together with all accrued interest.

184

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
32. bOnDS (COnTinueD)
(C) 5.75% guaRanTeeD unSeCuReD bOnDS On 15 October 2003, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued GBP350,000,000 nominal value of 5.75% Guaranteed Unsecured Bonds due 2033 (‘GU Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The GU Bonds are constituted under a Trust Deed dated 15 October 2003. The nominal value of GU Bonds issued amounted to GBP350,000,000 and as at 30 June 2013 GBP345,490,751 (2012: GBP345,375,188) remained outstanding, net of amortised fees and discount. The net proceeds of the GU Bonds were used for refinancing of existing financial indebtedness and for general corporate purposes. The GU Bonds bear interest at 5.75% per annum, payable annually on 14 October of each year. The GU Bonds will be redeemed in full by the Issuer on 14 October 2033 at their nominal value together with all accrued interest. (D) 5.375% guaRanTeeD unSeCuReD bOnDS On 10 March 2005, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued GBP200,000,000 nominal value 5.375% Guaranteed Unsecured Bonds due 2028 (‘GU Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The GU Bonds are constituted under a Trust Deed dated 10 March 2005. The nominal value of GU Bonds issued amounted to GBP200,000,000, of which GBP198,116,716 (2012: GBP198,036,108) remained outstanding as at 30 June 2013, net of amortised fees and discount. The net proceeds of the GU Bonds were used for refinancing of existing financial indebtedness and for general corporate purposes. The GU Bonds bear interest at 5.375% per annum, payable annually on 10 March of each year. The GU bonds will be redeemed in full by the Issuer on 10 March 2028 at their nominal value together with all accrued interest. (e) 1.75% inDex linkeD guaRanTeeD bOnDS On 31 July 2006, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued two (2) tranches of GBP75,000,000 nominal value of 1.75% Index Linked Guaranteed Bonds (‘ILG Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The ILG Bonds were each constituted under a Trust Deed dated 31 July 2006 and are unsecured. The ILG Bonds bear interest semi-annually on 31 January and 31 July at an interest rate of 1.75% initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June 2013 is 4.73% (2012: 6.91%) per annum. The ILG Bonds will be redeemed in full by the Issuer on 31 July 2046 for one tranche, and 31 July 2051 for the other tranche, at their indexed value together with all accrued interest. (F) 1.369% anD 1.374% inDex linkeD guaRanTeeD bOnDS On 31 January 2007, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued GBP75,000,000 nominal value of 1.369% Index Linked Guaranteed Bonds and GBP75,000,000 nominal value of 1.374% Index Linked Guaranteed Bonds, both due 2057 (‘ILG Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The ILG Bonds were each constituted under a Trust Deed dated 31 January 2007 and are unsecured. The ILG Bonds bear interest semi-annually on 31 January and 31 July at an interest rate of 1.369% and 1.374% initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June 2013 is 4.353% (2012: 6.53%) per annum. Unless previously redeemed, repurchased, cancelled or otherwise satisfied by the Issuer, the ILG Bonds will be redeemed in full by the Issuer on 31 July 2057 at their indexed value together with all accrued interest.

Annual Report 2013



YTL Corporation Berhad

185

Notes to the Financial Statements
32. bOnDS (COnTinueD)
(g) 1.489%, 1.495% anD 1.499% inDex linkeD guaRanTeeD bOnDS On 28 September 2007, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued GBP50,000,000 nominal value of 1.489% Index Linked Guaranteed Bonds, GBP50,000,000 nominal value of 1.495% Index Linked Guaranteed Bonds and GBP50,000,000 nominal value of 1.499% Index Linked Guaranteed Bonds, all due 2058 (‘ILG Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The ILG Bonds were each constituted under a Trust Deed dated 28 September 2007 and are unsecured. The ILG Bonds bear interest semi-annually on 29 November and 29 May at an interest rate of 1.489%, 1.495% and 1.499% initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June 2013 is 4.78% (2012: 5.06%) per annum. The ILG Bonds will be redeemed in full by the Issuer on 29 November 2058 at their indexed value together with all accrued interest. (h) 2.186% inDex linkeD guaRanTeeD bOnDS On 7 September 2009, Wessex Water Services Finance Plc (‘Issuer’) issued GBP50,000,000 nominal value 2.186% Index Linked Guaranteed Bonds due 2039 (‘ILG Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’). The ILG Bonds were constituted under a Trust Deed dated 7 September 2009 and are unsecured. The ILG Bonds bear interest semi-annually on 1 December and 1 June at an interest rate of 2.186% initially, indexed up by the inflation rate every half year. The effective interest rate as at 30 June 2013 is 4.03% (2012: 3.40%) per annum. The ILG Bonds are redeemed in full by the Issuer on 1 June 2039 at their indexed value together with all accrued interest. (i) 1.875% guaRanTeeD exChangeable bOnDS Due 2015 On 18 March 2010, YTL Corp Finance (Labuan) Limited (“YTLCF”), a subsidiary of the Group, issued USD350 million in aggregate principal amount of 1.875% Guaranteed Exchangeable Bonds due 2015 (subject to an upsize option (“Upsize Option”) of up to USD50 million (“Option Bonds”)) (the “Bonds”) which were listed on the Singapore Exchange Securities Trading Limited on 19 March 2010. The Upsize Option was exercised in full on 16 April 2010, bringing the total issue size of the Bonds to USD400 million. The Option Bonds were issued on 23 April 2010 and listed on the Singapore Exchange Securities Trading Limited on 26 April 2010. The Bonds were listed on the Labuan International Financial Exchange Inc. on 27 April 2010. Each Bond entitles its registered holder to exchange for fully paid ordinary shares of the Company, with a par value of RM0.50 each at an initial exchange price of RM8.976 per share at a fixed exchange rate of USD1.00 = RM3.3204. The initial exchange price is also subject to adjustments in accordance with the terms and conditions of the Bonds as set out in the Trust Deed dated 18 March 2010. The prevailing exchange price is RM1.67 per share. The Bonds bear interest at the rate of 1.875% per annum calculated semi-annually and payable in arrears on 18 March and 18 September each year. Unless previously purchased and cancelled, redeemed or exchanged, the Bonds will be redeemed on 18 March 2015 at 100% of their principal amount together with accrued but unpaid interest.

186

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
32. bOnDS (COnTinueD)
(J) 4% guaRanTeeD unSeCuReD bOnDS Due 2021 On 24 January 2012, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued GBP200,000,000 nominal value 4.00% Guaranteed Unsecured Bonds due 2021 (‘GU Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The GU Bonds are constituted under a Trust Deed dated 24 January 2012. The nominal value of GU Bonds issued amounted to GBP200,000,000, of which GBP197,803,224 (2012: GBP197,536,948) remained outstanding as at 30 June 2013, net of amortised fees and discount. The net proceeds of the GU Bonds were used for refinancing of existing financial indebtedness and for general corporate purposes. On 30 August 2012, Wessex Water Services Finance Plc (‘Issuer’), a subsidiary of the Group, issued GBP100,000,000 nominal value 4.00% Guaranteed Unsecured Bonds due 2021 (‘GU Bonds’) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (‘Guarantor’), a subsidiary of the Group. The GU Bonds are constituted under a Trust Deed dated 30 August 2012. The nominal value of GU Bonds issued amounted to GBP100,000,000 of which GBP107,634,926 remained outstanding as at 30 June 2013, net of amortised fees and discount. The net proceeds of the GU Bonds were used for refinancing of existing financial indebtedness and for general corporate purposes. The GU Bonds bear interest at 4.00% per annum, payable annually on 24 September of each year. The GU Bonds will be redeemed in full by the Issuer on 24 September 2021 at their nominal value together with all accrued interest. The 4% GU Bonds GBP100,000,000 due 24 September 2021 were consolidated to form a single series with the 4.00% GU Bonds GBP200,000,000 which was issued on 24 January 2012.

33. bORROwingS group note Current Bankers’ acceptances Bank overdrafts Commercial papers Committed bank loans Finance lease liabilities Irredeemable Convertible Unsecured Loan Stocks Revolving credit Term loans 33(A) 33(B) 33(C) 33(D) 33(E) 33(F) 33(G) 33(H) 40,211 71,402 – 17,434 44,137 4,958 2,548,855 150,260 2,877,257 95,324 75,300 250,000 22,620 41,812 4,630 2,794,285 7,719,312 11,003,283 – – – – 361 – 1,403,855 – 1,404,216 – – 250,000 – 89 – 1,403,855 – 1,653,944 2013 Rm’000 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

Annual Report 2013



YTL Corporation Berhad

187

Notes to the Financial Statements
33. bORROwingS (COnTinueD) group note non-current Finance lease liabilities Irredeemable Convertible Unsecured Loan Stocks Term loans 33(E) 33(F) 33(H) 217,981 29,117 12,931,603 13,178,701 Total Bankers’ acceptances Bank overdrafts Commercial papers Committed bank loans Finance lease liabilities Irredeemable Convertible Unsecured Loan Stocks Revolving credit Term loans 33(A) 33(B) 33(C) 33(D) 33(E) 33(F) 33(G) 33(H) 40,211 71,402 – 17,434 262,118 34,075 2,548,855 13,081,863 16,055,958 95,324 75,300 250,000 22,620 306,303 29,074 2,794,285 12,595,754 16,168,660 – – – – 906 – 1,403,855 – 1,404,761 – – 250,000 – 272 – 1,403,855 – 1,654,127 264,491 24,444 4,876,442 5,165,377 545 – – 545 183 – – 183 2013 Rm’000 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

The borrowings of the Group and the Company are repayable as follows:group not later than 1 year Rm’000 at 30 June 2013 Bankers’ acceptances Bank overdrafts Committed bank loans Finance lease liabilities Irredeemable Convertible Unsecured Loan Stocks Revolving credit Term loans 40,211 71,402 17,434 44,137 4,958 2,548,855 150,260 2,877,257 – – – 204,283 – – 9,909,418 10,113,701 – – – 13,698 29,117 – 3,022,185 3,065,000 40,211 71,402 17,434 262,118 34,075 2,548,855 13,081,863 16,055,958 later than 1 year but not later than 5 years Rm’000

later than 5 years Rm’000

Total Rm’000

188

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
33. bORROwingS (COnTinueD) group not later than 1 year Rm’000 at 30 June 2012 Bankers’ acceptances Bank overdrafts Committed bank loans Commercial papers Finance lease liabilities Irredeemable Convertible Unsecured Loan Stocks Revolving credit Term loans 95,324 75,300 22,620 250,000 41,812 4,630 2,794,285 7,719,312 11,003,283 – – – – 193,700 – – 4,009,554 4,203,254 – – – – 70,791 24,444 – 866,888 962,123 95,324 75,300 22,620 250,000 306,303 29,074 2,794,285 12,595,754 16,168,660 later than 1 year but not later than 5 years Rm’000

later than 5 years Rm’000

Total Rm’000

Company at 30 June 2013 Finance lease liabilities Revolving credit 361 1,403,855 1,404,216 545 – 545 – – – 906 1,403,855 1,404,761

at 30 June 2012 Commercial papers Finance lease liabilities Revolving credit 250,000 89 1,403,855 1,653,944 – 183 – 183 – – – – 250,000 272 1,403,855 1,654,127

The carrying amounts of borrowings of the Group and of the Company at the reporting date approximated their fair values.

Annual Report 2013



YTL Corporation Berhad

189

Notes to the Financial Statements
33. bORROwingS (COnTinueD)
The weighted average effective interest rates of the borrowings of the Group and the Company as at the reporting date are as follows:group 2013 % Term loans Revolving credit Committed bank loans Commercial papers Irredeemable convertible unsecured loan stocks Bankers’ acceptances Bank overdrafts Finance lease liabilities 2.12 4.23 1.78 – 7.49 3.53 2.25 1.11 2012 % 0.72 2.44 3.14 2.88 7.93 7.23 7.48 4.94 2013 % – 3.73 – – – – – 2.39 Company 2012 % – 3.72 – 3.41 – – – 2.40

group 2013 Rm’000 1,766,796 – 180,000 2012 Rm’000 2,353,402 6,511,180 277,335 Securities – Clean – A charge over the shares and assets of a subsidiary – A fixed charge over the long term leasehold land of a subsidiary – A debenture to create fixed and floating charges over the present and future assets of a subsidiary – A first fixed charge over all designated accounts of a subsidiary – An assignment of insurance proceeds of a subsidiary – Corporate guarantee by subsidiaries – A first fixed charge over the properties of subsidiaries – An assignment of insurance proceeds of subsidiaries – A charge over the fixed deposit account of subsidiaries – A first party first fixed charge over the land of a subsidiary – A debenture creating a first fixed and floating charge over a subsidiary’s present and future assets – Charge over the shares of a subsidiary – Corporate guarantee by subsidiary – A fixed charge over the freehold land under development – An assignment of insurance proceeds of a subsidiary – Corporate guarantee by the Company – A fixed charge over the respective vehicles, plant and machinery of the Group – A charge over quoted shares of the subsidiaries

10,867,536 1,575,469

5,215,783 180,000

26,925



774,004

771,324

477,457 262,118 125,650 16,055,955

365,510 306,303 187,823 16,168,660

190

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
33. bORROwingS (COnTinueD)
Company 2013 2012 Rm’000 Rm’000 1,403,855 906 1,404,761 1,653,855 272 1,654,127 Securities – Clean – A fixed charge over the respective vehicles of the Company

(a) bankers’ acceptances All the bankers’ acceptances are unsecured and repayable on demand. (b) bank overdrafts All the bank overdraft facilities are unsecured and repayable on demand. (C) Commercial Papers (“CPs”) The CPs of the Company were issued pursuant to a CP issuance programme of up to RM500 million constituted under the Trust Deed dated 18 June 2004, which expired on 19 October 2012. During the financial year, the Company has issued and repaid RM250,000,000 (2012: RM750,000,000), respectively of the CPs, bearing upfront interest rates ranging from 3.37% to 3.41% (2012: 3.40% to 3.41%) per annum. As at 30 June 2013, the CPs have been fully repaid. (D) Committed bank loans Committed bank loan amounted to RM17,433,971 [EUR3,591,893] (2012: RM22,620,143 [EUR5,700,000]) is a direct obligation of Wessex Water Limited and bears an interest rate between 1.02% to 2.28% per annum. (e) Finance lease liabilities group 2013 Rm’000 Minimum lease payments:Payable not later than 1 year Payable later than 1 year and not later than 5 years Payable later than 5 years 56,449 232,340 14,357 303,146 (41,028) 262,118 56,676 226,840 80,127 363,643 (57,340) 306,303 393 564 – 957 (51) 906 100 191 – 291 (19) 272 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

Less: Finance charges Present value of finance lease liabilities

Finance lease of RM251,769,051 (2012: RM291,671,046) is an unsecured obligation of Wessex Water Services Limited, a subsidiary of the Group. The principal amount is repayable in instalments until 30 June 2019. This finance lease bears an interest rate ranging from 0.91% to 3.62% per annum.

Annual Report 2013



YTL Corporation Berhad

191

Notes to the Financial Statements
33. bORROwingS (COnTinueD)
(F) irredeemable convertible unsecured loan stocks (“iCulS”) iCulS 2005/2015 On 10 November 2005, YTL Cement Berhad (“YTL Cement”), a subsidiary of the Group issued 483,246,858 10 years 4% stepping up to 6% ICULS at a nominal value of RM1.00 each, maturing 10 November 2015 (“Maturity Date”). The salient terms of the ICULS 2005/2015 are as follows:(i) The ICULS 2005/2015 bear interest of 4% per annum from date of issue up to fourth anniversary and 5% per annum from the date after the fourth anniversary up to the seventh anniversary. Thereafter, the ICULS 2005/2015 bear interest at 6% per annum up to the maturity date. The interest is payable semi-annually in arrears. The ICULS 2005/2015 are convertible at any time on or after its issuance date into new ordinary shares of YTL Cement at the conversion price, which is fixed on a step-down basis, as follows:• • • For conversion at any time from the date of issue up to the fourth anniversary, conversion price is RM2.72; For conversion at any time after fourth anniversary of issue up to the seventh anniversary, conversion price is RM2.04; and For conversion at any time after seventh anniversary of issue up to the maturity date, conversion price is RM1.82

(ii)

(iii) The ICULS 2005/2015 are not redeemable and any ICULS 2005/2015 remaining immediately after the maturity date shall be automatically converted into ordinary shares at the conversion price. (iv) The new ordinary shares issued from the conversion of ICULS 2005/2015 will be deemed fully paid-up and rank pari passu in all respects with all existing ordinary shares of YTL Cement. The fair values of the liability component and the equity conversion component were determined at issuance of the ICULS 2005/2015. A certain amount of the ICULS 2005/2015 are held by the Company (refer Note 13(a) to the Financial Statements) and other companies within the Group. The relevant amounts have been eliminated in the Consolidated Statement of Financial Position. iCulS 2011/2021 On 31 October 2011, YTL Land & Development Berhad (“YTL Land”), a subsidiary of the Group issued 992,378,023 10 years 3% stepping up to 6% ICULS at a nominal value of RM0.50 each, maturing 31 October 2021 (“Maturity Date”). The salient terms of the ICULS 2011/2021 are as follows:(i) The ICULS 2011/2021 bear interest of 3% per annum from date of issue up to fourth anniversary and 4.5% per annum from the date after the fourth anniversary up to the seventh anniversary. Thereafter, the ICULS 2011/2021 bear interest at 6% per annum up to the maturity date. The interest is payable semi-annually in arrears.

192

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
33. bORROwingS (COnTinueD)
(F) irredeemable convertible unsecured loan stocks (“iCulS”) (continued) iCulS 2011/2021 (continued) (ii) The ICULS 2011/2021 are convertible at any time on or after its issuance date into new ordinary shares of YTL Land at the conversion price, which is fixed on a step-down basis, as follows:• • • For conversion at any time from the date of issue up to the fourth anniversary, conversion price is RM1.32; For conversion at any time after fourth anniversary of issue up to the seventh anniversary, conversion price is RM0.99; and For conversion at any time after seventh anniversary of issue up to the maturity date, conversion price is RM0.66

(iii) The ICULS 2011/2021 are not redeemable and any ICULS 2011/2021 remaining immediately after the maturity date shall be mandatorily converted into ordinary shares at the conversion price. (iv) The new ordinary shares issued from the conversion of ICULS 2011/2021 will be deemed fully paid-up and rank pari passu in all respects with all existing ordinary shares of YTL Land. A certain amount of the ICULS 2011/2021 are held by the Company (refer Note 13(a) to the Financial Statements). The relevant amounts have been eliminated in the Consolidated Statement of Financial Position. (g) Revolving credit All the revolving credit facilities are unsecured and repayable on demand. (h) Term loans (i) Term loans denominated in Great Britain Pounds The term loans of RM849,397,500 [GBP175,000,000] (2012: RM871,570,000 [GBP175,000,000]) are unsecured loans of Wessex Water Services Limited and are guaranteed by Wessex Water Limited. The loans bear interest rates between 0.76% to 1.2% per annum on the GBP100,000,000 loan and 1.13% to 1.52% per annum on the GBP75,000,000 loan. The term loan of RM679,518,000 [GBP140,000,000] (2012: RM697,256,000 [GBP140,000,000]) are unsecured loans of Wessex Water Services Limited and are guaranteed by Wessex Water Limited. The loan bears an interest rates between 0.78% to 1.23% per annum. During the financial year, a term loan of RM242,685,000 [GBP50,000,000] (2012: RM249,020,000 [GBP50,000,000]) previously drawn by Wessex Water Services Limited has been fully repaid on 8 October 2012. The loan bears interest rate of 1.98% per annum. The term loan of RM498,040,000 [GBP100,000,000] was drawn by YTL Utilities Finance 7 Ltd. The term loan is unsecured and is guaranteed by the Company. The loan bears an interest rate between 1.17% to 1.34% per annum. The loan was fully repaid on 19 April 2013.

Annual Report 2013



YTL Corporation Berhad

193

Notes to the Financial Statements
33. bORROwingS (COnTinueD)
(h) Term loans (continued) (ii) Term loans denominated in US Dollars Term loans of RM1,263,122,353 [USD397,395,738] (2012: RM1,270,428,039 [USD398,315,736]) are unsecured and guaranteed by YTL Power International Berhad. On 17 December 2012, the loan of USD200.0 million was fully repaid at maturity and a new term loan of the same amount was drawn by the subsidiary. The loans of USD200 million each are repayable on 30 June 2015 and 17 December 2015, respectively. These loans bear average interest rate between 1.34% and 1.90% per annum, respectively. (iii) Term loans denominated in Ringgit Malaysia During the financial year, a term loan of RM1,581,000,000 was drawn by Starhill Real Estate Investment Trust which are secured by first fixed charge over the properties of the subsidiary. The facility bears a weighted average interest rate of 4.52% per annum. Save for the term loans of certain subsidiaries amounting to RM1,180,000,000 (2012: RM457,335,000) which are secured by first fixed charge over the properties of the respective subsidiaries, the term loans are unsecured. (iv) Term loans denominated in Singapore Dollars During the financial year, a term loan of RM6,511,180,000 (SGD2,600,000,000) previously drawn by YTL PowerSeraya Pte. Limited which was secured by a charge over its shares and assets has been fully refinanced by the same amount of term loan. The new term loan is unsecured and repayable in 3 tranches, RM954,940,000 (SGD380,000,000), RM3,668,980,000 (SGD1,460,000,000) and RM1,909,880,000 (SGD760,000,000) on 14 September 2015, 14 September 2017 and 14 September 2019, respectively. During the financial year, a term loan of RM144,554,369 (SGD57,722,465) which previously drawn by Sandy Island Pte. Ltd. has been fully repaid. Term loan of RM774,004,000 [SGD308,000,000] (2012: RM771,324,400 [SGD308,000,000]) is a secured loan of YTL Westwood Properties Pte. Ltd. (“YTLW”). This term loan bears interest rates between 2.14% and 2.30% (2012: 2.21% and 2.26%) per annum and is secured by legal mortgage of the property of YTLW. (v) Term loan denominated in Japanese Yen Term loan of Niseko Village (S) Pte. Ltd. amounting to RM257,280,000 [Yen8,000,000,000] (2012: RM315,739,300 [Yen7,900,000,000]) is unsecured and matures on 31 March 2015. The term loan bears average interest rate of 1.24% (2012: 1.24%) per annum and guaranteed by the Company.

194

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
34. gRanTS anD COnTRibuTiOnS group 2013 Rm’000 At beginning of the financial year Currency translation differences Amortisation of grants and contributions (Note 6) Received during the financial year At end of the financial year 280,011 (3,972) (9,324) 29,059 295,774 2012 Rm’000 256,834 5,859 (10,157) 27,475 280,011

This represents government grants in foreign subsidiaries in respect of specific qualifying expenditure on infrastructure assets, non-infrastructure assets and a cogeneration plant.

35. DeFeRReD Tax liabiliTieS group 2013 Rm’000 At beginning of the financial year Credited to profit or loss (Note 7) Currency translation differences Arising from acquisition Recognised directly in equity At end of the financial year 2,696,881 (144,769) (40,890) (2,554) 4,469 2,513,137 2012 Rm’000 2,785,365 (139,498) 51,014 – – 2,696,881 2013 Rm’000 100 – – – 100 Company 2012 Rm’000 100 – – – – 100

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off income tax assets against income tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts determined after appropriate offsetting are shown in the Statements of Financial Position:group 2013 Rm’000 Deferred tax provided are in respect of:Deferred tax assets before offsetting Unutilised capital allowances Retirement benefits Unabsorbed tax losses Provisions Others (27) (19,387) (1,589) (36,731) (11,714) (69,448) 69,448 – (164) (29,275) (8,127) (45,347) (5,601) (88,514) 88,514 – – – – – – – – – – – – – – – – – 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

Offsetting Deferred tax assets after offsetting

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YTL Corporation Berhad

195

Notes to the Financial Statements
35. DeFeRReD Tax liabiliTieS (COnTinueD) group 2013 Rm’000 Deferred tax liabilities before offsetting Property, plant and equipment – capital allowances in excess of depreciation Land held for property development Others 2,513,907 54,614 14,064 2,582,585 (69,448) 2,513,137 2,730,702 44,086 10,607 2,785,395 (88,514) 2,696,881 100 – – 100 – 100 100 – – 100 – 100 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

Offsetting Deferred tax liabilities after offsetting

Deferred tax assets have not been recognised in respect of the following items:group 2013 Rm’000 Unabsorbed tax losses Unutilised capital allowances Unutilised investment tax allowance Deductible temporary differences Taxable temporary differences – property, plant and equipment 866,736 738,972 41,267 38,987 (44,295) 1,641,667 2012 Rm’000 666,830 596,351 42,520 43,370 (35,073) 1,313,998

The unabsorbed tax losses and unutilised capital allowances are subject to agreement with the Inland Revenue Board.

196

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS
(a) Defined contribution plan – Current group 2013 Rm’000 Malaysia 4,949 2012 Rm’000 4,589 2013 Rm’000 264 Company 2012 Rm’000 235

Group companies incorporated in Malaysia contribute to the Employees Provident Fund, the national defined contribution plan. Once the contributions have been paid, the Group has no further payment obligations. (b) Defined benefit plans – non-current group 2013 Rm’000 Overseas – United Kingdom – Indonesia 2012 Rm’000

92,071 7,941 100,012

120,575 7,323 127,898

Overseas (i) united kingdom The Group operates final salary defined benefit plans for its employees in the United Kingdom, the assets of which are held in separate trustee-administered funds. The latest actuarial valuation of the plan was undertaken at 31 December 2010. This valuation was updated as at 30 June 2013 using revised assumptions. The movements during the financial year in the amounts recognised in the Statement of Financial Position are as follows:group 2013 Rm’000 At beginning of the financial year Pension cost Contributions and benefits paid Currency translation differences At end of the financial year 120,575 70,280 (89,757) (9,027) 92,071 2012 Rm’000 126,608 83,616 (92,495) 2,846 120,575

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197

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS (COnTinueD)
(b) Defined benefit plans – non-current (continued) Overseas (continued) (i) united kingdom (continued) The amounts recognised in the Statement of Financial Position are as follows:group 2013 Rm’000 Present value of funded obligations Fair value of plan assets Status of funded plan Unrecognised actuarial loss Liability in the Statement of Financial Position 2,607,480 (2,048,746) 558,734 (466,663) 92,071 2012 Rm’000 2,579,100 (1,896,536) 682,564 (561,989) 120,575

Changes in present value of defined benefit obligations are as follows:group 2013 Rm’000 At beginning of the financial year Currency translation differences Interest cost Current service cost Contributions by scheme participants Past service cost Net benefits paid Actuarial loss on obligation At end of the financial year 2,579,100 (65,573) 109,649 51,258 970 970 (81,994) 13,100 2,607,480 2012 Rm’000 2,110,915 52,198 117,386 45,297 1,467 1,467 (78,747) 329,117 2,579,100

Changes in fair value of plan assets are as follows:group 2013 Rm’000 At beginning of the financial year Currency translation differences Expected return on plan assets Contributions by employer Contributions by scheme participants Net benefits paid Actuarial gain/(loss) on plan assets At end of the financial year 1,896,536 (48,165) 98,490 89,756 970 (81,994) 93,153 2,048,746 2012 Rm’000 1,750,355 43,468 111,517 92,442 1,467 (78,747) (23,966) 1,896,536

198

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS (COnTinueD)
(b) Defined benefit plans – non-current (continued) Overseas (continued) (i) united kingdom (continued) The pension cost recognised may be analysed as follows:group 2013 Rm’000 Current service cost Interest cost Expected return on plan assets Past service cost Actuarial loss recognised Total Actual return on plan assets 51,258 109,649 (98,490) 970 6,893 70,280 144,448 2012 Rm’000 45,297 117,386 (111,517) 1,467 30,983 83,616 132,486

group 2013 Rm’000 The charge to the profit or loss was included in the following line items:– Cost of sales – Administration expenses – Interest cost Total 46,064 13,057 11,159 70,280 66,056 11,691 5,869 83,616 2012 Rm’000

The principal actuarial assumptions used in respect of the Group’s defined benefit plans were as follows:group 2013 % Discount rate Expected rate of increase in pension payment Expected rate of salary increases Price inflation 4.60 2.20 – 3.20 4.20 3.40 2012 % 4.40 2.10 – 2.90 3.80 3.00

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YTL Corporation Berhad

199

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS (COnTinueD)
(b) Defined benefit plans – non-current (continued) Overseas (continued) (ii) indonesia Summary of obligations relating to employee benefits due under prevailing law and regulations as well as under the Indonesia subsidiary’s regulations are as presented below:group 2013 2012 Rm’000 Rm’000 Obligation relating to post-employment benefits Obligation relating to other long term employee benefits Total 6,389 1,552 7,941 5,444 1,879 7,323

The Group has a defined contribution pension fund program for its permanent national employees. The Group’s contribution is 6% of employee basic salary, while the employees’ contributions range from 3% to 14%. The obligations for post employment and other long term employee benefits were recognised with reference to actuarial reports prepared by an independent actuary. The latest actuarial report was dated 30 June 2013. Post employment benefits obligation The movements during the financial year in the amounts recognised in the profit or loss are as follows:group 2013 Rm’000 At beginning of the financial year Pension cost Contributions and benefits paid Currency translation differences At end of the financial year 5,444 1,376 (115) (316) 6,389 2012 Rm’000 4,453 1,445 (263) (191) 5,444

The obligations relating to post-employment benefits recognised in the Statement of Financial Position are as follows:group 2013 2012 Rm’000 Rm’000 Present value of obligations Unrecognised actuarial loss Unrecognised past service cost Liability in the Statement of Financial Position 6,025 637 (273) 6,389 7,992 (2,223) (325) 5,444

200

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS (COnTinueD)
(b) Defined benefit plans – non-current (continued) Overseas (continued) (ii) indonesia (continued) Changes in present value of defined benefit obligations are as follows:group 2013 Rm’000 At beginning of the financial year Currency translation differences Interest cost Current service cost Past service cost Net benefits paid Actuarial loss on obligation At end of the financial year 5,444 (316) 519 720 33 (115) 104 6,389 2012 Rm’000 4,453 (191) 592 704 35 (263) 114 5,444

The pension cost recognised can be analysed as follows:group 2013 Rm’000 Current service cost Interest cost Past service cost Net actuarial losses Total 720 519 33 104 1,376 2012 Rm’000 704 592 35 114 1,445

Other long term employee benefits obligation The obligations relating to other long term employee benefits (i.e. long leave service benefits) recognised in the Consolidated Statement of Financial Position are as follows:group 2013 Rm’000 Present value of obligations 1,552 2012 Rm’000 1,879

Annual Report 2013



YTL Corporation Berhad

201

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS (COnTinueD)
(b) Defined benefit plans – non-current (continued) Overseas (continued) (ii) indonesia (continued) The movements during the financial year in the amount recognised in the Consolidated Statement of Financial Position are as follows:group 2013 Rm’000 At beginning of the financial year Pension cost Contributions and benefits paid Currency translation differences At end of the financial year 1,879 (24) (197) (106) 1,552 2012 Rm’000 1,709 507 (268) (69) 1,879

Changes in present value of defined benefit obligations are as follows:group 2013 Rm’000 At beginning of the financial year Currency translation differences Interest cost Current service cost Net benefits paid Actuarial (gain)/loss on obligation At end of the financial year 1,879 (106) 118 200 (197) (342) 1,552 2012 Rm’000 1,709 (69) 137 209 (268) 161 1,879

The amounts relating to other long term employee benefits obligation recognised in the Consolidated Statement of Comprehensive Income are as follows:group 2013 Rm’000 Current service cost Interest cost Net actuarial (gain)/losses At end of the financial year 200 118 (342) (24) 2012 Rm’000 209 137 161 507

All of the charges above were included in the cost of revenue.

202

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
36. POST-emPlOYmenT beneFiT ObligaTiOnS (COnTinueD)
(b) Defined benefit plans – non-current (continued) Overseas (continued) (ii) indonesia (continued) The principal actuarial assumptions used are as follows:group 2013 % Discount rate Expected rate of return on plan assets Expected rate of salary increase 7.8 6.0 8.0 2012 % 7.0 8.0 8.0

37. TRaDe anD OTheR PaYableS group 2013 Rm’000 Trade payables Other payables Receipts in advance Accruals Deferred income Security deposits 1,503,628 347,203 256,818 1,053,099 134,745 164,906 3,460,399 2012 Rm’000 1,524,263 483,378 275,537 908,124 117,907 200,002 3,509,211 2013 Rm’000 – 3,248 – 11,638 – – 14,886 Company 2012 Rm’000 – 19,165 – 3,292 – – 22,457

The credit terms of trade payables granted to the Group vary from 30 days to 180 days (2012: 30 days to 180 days). Other credit terms are assessed and approved on a case-by-case basis.

38 OTheR CuRRenT liabiliTieS group 2013 Rm’000 Progress billings in respect of property development cost Amount due to contract customers (Note 25) Accrual for rectification works – 32,440 1,996 34,436 2012 Rm’000 56,181 37,758 4,138 98,077

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YTL Corporation Berhad

203

Notes to the Financial Statements
39. PROviSiOn FOR liabiliTieS anD ChaRgeS group 2013 Rm’000 Restructuring (Note a) Damages claims (Note b) 870 4,405 5,275 2012 Rm’000 773 4,004 4,777

Movements in the provision are as follows:Damages claims Rm’000

Restructuring Rm’000 group – 2013 At beginning of the financial year Currency translation differences Charged to profit or loss (Note 6) Payments At end of the financial year 773 (20) 1,206 (1,089) 870

Total Rm’000

4,004 – 405 (4) 4,405

4,777 (20) 1,611 (1,093) 5,275

group – 2012 At beginning of the financial year Currency translation differences (Credited)/Charged to profit or loss (Note 6) Payments At end of the financial year 20,099 (44) (17,278) (2,004) 773 4,692 – 219 (907) 4,004 24,791 (44) (17,059) (2,911) 4,777

(a) Restructuring The provision for restructuring relates to the scaling down of operations of certain subsidiaries of the Group. (b) Damages claims The provision of damages claims relate to projects undertaken by a subsidiary and are recognised for expected damages claims based on the term of the applicable sale and purchase agreements.

204

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
40. FinanCial RiSk managemenT
The Group’s and the Company’s operations are subject to foreign currency exchange risk, interest rate risk, price risk, credit risk and liquidity risk. The Group’s and the Company’s financial risk management policy seeks to ensure that adequate resources are available to manage the above risks and to create value for its shareholders. It is not the Group’s and the Company’s policy to engage in speculative transactions. The Board of Directors reviews and agrees policies and procedures for managing each of these risks and they are summarised below. (a) Foreign currency exchange risk Foreign currency exchange risk is the risk that the fair values or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to risks arising from various currency exposures primarily with respect to the Great Britain Pounds (“GBP”) and Singapore Dollars (“SGD”). The Group has investments in foreign operations whose net assets are exposed to foreign currency translation risk. Such exposures are mitigated through borrowings denominated in the respective functional currencies. Where necessary, the Group enters into forward foreign currency exchange contracts to limit its exposure on foreign currency receivables and payables, and on cash flows generated from anticipated transactions denominated in foreign currencies. The following table illustrates the effects on the Group’s net assets resulting from currency sensitivities (on the basis all other remains other variables remain constant). increase/Decrease in net assets 2013 2012 Rm’000 Rm’000 group 5% changes on GBP exchange rate 5% changes on SGD exchange rate 166,894 408,493 85,553 314,184

There is no significant exposure to foreign currency exchange risk at the Company level. (b) interest rate risk Interest rate risk is the risk that the fair value or future cash flows of the Group’s and of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure to interest rate risk arise primarily from their floating rate bonds and borrowings, which is partially offset by the deposits and short term investments held at variable rates. The Group and the Company manage their cash flow interest rate risk by using a mix of fixed and variable rate debts. Derivative financial instruments are used, where appropriate, to generate the desired interest rate profile.

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YTL Corporation Berhad

205

Notes to the Financial Statements
40. FinanCial RiSk managemenT (COnTinueD)
(b) interest rate risk (continued) The interest rate profile of the Group’s and of the Company’s significant interest–bearing financial instruments, based on their carrying amounts as at the reporting date, was:group 2013 Rm’000 Fixed rate instruments Financial liabilities variable rate instruments Financial assets Financial liabilities 13,736,413 14,477,099 28,213,512 13,142,188 20,392,351 33,534,539 2,340,758 1,404,761 3,745,519 1,347,646 1,654,127 3,001,773 16,264,966 8,811,022 1,500,000 500,000 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

At the reporting date, if the interest rates had been 50 basis points lower/higher, with all other variables held constant, the Group’s and the Company’s profit after tax would be higher/lower by approximately RM72.4 million (2012: RM98.9 million) and RM7.0 million (2012: RM8.3 million), respectively, as a result of lower/higher interest expense on borrowings. The Group and the Company do not account for any fixed rate instruments at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect their profit after tax. The excess funds of the Group and of the Company are invested in bank deposits and other short term instruments. The Group and the Company manage their liquidity risks by placing such excess funds on short term maturities to match its cash flow needs. If interest deposit rates increased/decreased by 10 basis points, interest income of the Group and of the Company for the financial year would increase/decrease by RM13.7 million (2012: RM13.1 million) and RM1.3 million (2012: RM1.3 million), respectively. (c) Price risk equity price risk The Group’s and the Company’s exposure to equity price risk arise primarily from their investments in quoted securities. To manage their price risk arising from investments in equity securities, the Group and the Company diversify their portfolio. At the reporting date, the Group’s and the Company’s exposure to quoted equity investments at fair value are RM2,618,000 (2012: RM95,373,000) and RM11,718,000 (2012: RM8,202,000), respectively.

206

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
40. FinanCial RiSk managemenT (COnTinueD)
(c) Price risk (continued) equity price risk (continued) The following table demonstrates the indicative effects on the Group’s and the Company’s equity applying reasonably foreseeable market movements in the quoted market prices at the reporting date, assuming all other variables remain constant. increase/ Decrease in quoted market prices %

Carrying amounts Rm‘000 group – 2013 Local equities Foreign equities group – 2012 Local equities Foreign equities Company – 2013 Local equities Foreign equities Company – 2012 Local equities Foreign equities 5,426 2,776 4,415 7,303 89,685 5,688 2,496 122

effect on equity Rm‘000

+/– 10 +/– 10

250 12

+/– 10 +/– 10

8,967 57

+/– 10 +/– 10

442 730

+/– 10 +/– 10

543 278

Fuel commodity price risk The Group hedges its fuel commodity price risk by the use of derivative instruments against fluctuations in fuel oil prices which affect the cost of fuel. Exposure to price fluctuations arising from the purchase of fuel is managed via fuel oil swaps where the price of fuel is indexed to a benchmark fuel price index, for example 180 CST fuel oil. As at 30 June 2013, if the forward fuel oil price curve increased/decreased by 1% (2012: 2%), the profit before tax would be lower/higher by RM0.2 million (2012: RM2.7 million) for the Group.

Annual Report 2013



YTL Corporation Berhad

207

Notes to the Financial Statements
40. FinanCial RiSk managemenT (COnTinueD)
(d) Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arise primarily from trade and other receivables. For other financial assets (including investments securities, cash and cash equivalents and derivatives), the Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties. In the Group’s Power Generation business in Malaysia, trade receivables are solely from its off taker, a national electricity utility company and the counter party risk is considered to be minimal. As for the Group’s Power Generation business in Singapore, credit review are performed on all customers with established credit limits and supported by collateral in the form of guarantees. For the Group’s Water and Sewerage business, the credit risk of receivables is mitigated through strict collection procedures. In addition, the Directors are of the view that credit risk arising from the Water and Disposal of Waste Water businesses is limited due to its large customer base. Transactions involving derivative financial instruments are allowed only with counterparties that are of high credit quality. As such, management does not expect any counterparties to fail to meet their obligations. The Group considers the risk of material loss in the event of non-performance by a financial counter party to be unlikely. Receivable balances are monitored continually with the result that the Group’s exposure to credit risk is minimised. The ageing analysis, information regarding impairment, credit quality and significant concentration of credit risk of the Group and of the Company are disclosed in Note 20 to the Financial Statements. At the reporting date, the maximum exposure to credit risk arising from receivables are represented by their carrying amounts in the Statements of Financial Position. Financial guarantees The Company provides financial guarantees to financial institutions in respect of banking facilities granted to certain subsidiaries. The Company monitors on an ongoing basis the financial results and repayments of the subsidiaries. A nominal amount of RM1,365,227,000 (2012: RM1,581,202,000) relating to corporate guarantees provided by the Company to the banks is in respect of subsidiaries’ banking facilities. As at the reporting date, there was no indication that any subsidiary would default on repayment. The financial guarantees have not been recognised as their fair values on initial recognition are insignificant. inter company balances The Company provides advances to subsidiaries and where necessary makes payments for expenses on behalf of its subsidiaries. The Company monitors the results of the subsidiaries regularly. As at 30 June 2013, the maximum exposure to credit risk is represented by their carrying amounts in the Statements of Financial Position. Management has taken reasonable steps to ensure that intercompany receivables are stated at the realisable values. As at 30 June 2013, there was no indication that the advances extended to the subsidiaries are not recoverable.

208

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YTL Corporation Berhad

Notes to the Financial Statements
40. FinanCial RiSk managemenT (COnTinueD)
(e) liquidity risk Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arise primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities. The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the reporting date based on contractual undiscounted repayment obligation:2013 On demand or within 1 year Rm’000 group non-derivative Bonds and borrowings Trade and other payables Related parties 4,537,641 3,772,011 5,359 8,315,011 10,680,611 110,801 – 10,791,412 17,292,775 – – 17,292,775 32,511,027 3,882,812 5,359 36,399,198

1 to 5 years Rm’000

Over 5 years Rm’000

Total Rm’000

Derivative Net – Interest rate swaps Gross – fuel oil swaps Gross – currency forwards Exchangeable bonds 9,532 50,262 1,487 – 61,281 3,120 12,744 398 124,070 140,332 – – – – – 12,652 63,006 1,885 124,070 201,613

Company non-derivative Bonds and borrowings Trade and other payables Related parties 1,972,298 14,886 1,048,115 3,035,299 155,883 – – 155,883 1,219,120 – – 1,219,120 3,347,301 14,886 1,048,115 4,410,302

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YTL Corporation Berhad

209

Notes to the Financial Statements
40. FinanCial RiSk managemenT (COnTinueD)
(e) liquidity risk (continued) 2012 On demand or within 1 year Rm’000 group non-derivative Bonds and borrowings Trade and other payables Related parties 11,796,260 3,607,288 9,806 15,413,354 7,259,431 382,149 – 7,641,580 10,604,090 – – 10,604,090 29,659,781 3,989,437 9,806 33,659,024

1 to 5 years Rm’000

Over 5 years Rm’000

Total Rm’000

Derivative Net – Interest rate swaps Gross – fuel oil swaps Gross – currency forwards Exchangeable bonds 14,803 255,426 14,419 – 284,648 27,742 16,670 1,066 194,241 239,719 – – – – – 42,545 272,096 15,485 194,241 524,367

Company non-derivative Bonds and borrowings Trade and other payables Related parties 1,653,944 22,457 760,730 2,437,131 548,683 – – 548,683 – – – – 2,202,627 22,457 760,730 2,985,814

210

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YTL Corporation Berhad

Notes to the Financial Statements
41. FinanCial inSTRumenTS
(a) Categories of financial instruments The table below provides an analysis of financial instruments categorised as follows:Financial assets Fair value through profit or loss Rm’000 Derivatives used for hedging Rm’000 availablesale forRm’000

note group – 2013 non-current Investments Trade and other receivables Derivative financial instruments Current Derivative financial instruments Trade and other receivables Amount due from related parties Short term investments Fixed deposits Cash and bank balances Total 24 20 26 27 17 17 16 20 24

loans and receivables Rm’000

Total Rm’000

– 558,521 –

– – –

– – 7,850

155,035 – –

155,035 558,521 7,850

– 3,537,001 41,000 590,715 13,145,698 668,315 18,541,250

5,276 – – – – – 5,276

32,378 – – – – – 40,228

– – – – – – 155,035

37,654 3,537,001 41,000 590,715 13,145,698 668,315 18,741,789

group – 2012 non-current Investments Trade and other receivables Derivative financial instruments Current Derivative financial instruments Trade and other receivables Amount due from related parties Short term investments Fixed deposits Cash and bank balances Total 24 20 26 27 17 17 – 3,558,159 25,303 572,881 12,569,307 783,068 18,286,786 13,270 – – – – – 13,270 62,586 – – – – – 66,383 – – – – – – 168,010 75,856 3,558,159 25,303 572,881 12,569,307 783,068 18,534,449 16 20 24 – 778,068 – – – – – – 3,797 168,010 – – 168,010 778,068 3,797

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YTL Corporation Berhad

211

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(a) Categories of financial instruments (continued) Financial liabilities Other financial liabilities at amortised cost Rm’000

note group – 2013 non-current Long term payables Bonds Borrowings Derivative financial instruments Current Trade and other payables Derivative financial instruments Amount due to related parties Bonds Borrowings Total 37 24 26 32 33 30 32 33 24

Fair value through profit or loss Rm’000

Derivatives used for hedging Rm’000

Total Rm’000

– – – 124,070

– – – 16,262

160,279 13,336,110 13,178,701 –

160,279 13,336,110 13,178,701 140,332

– 2,994 – – – 127,064

– 58,288 – – – 74,550

3,325,654 – 5,359 1,350,000 2,877,257 34,233,360

3,325,654 61,282 5,359 1,350,000 2,877,257 34,434,974

group – 2012 non-current Long term payables Bonds Borrowings Derivative financial instruments Current Trade and other payables Derivative financial instruments Amount due to related parties Bonds Borrowings Total 37 24 26 32 33 – 36,787 – – – 231,028 – 247,861 – – – 293,339 3,419,695 – 9,806 615,500 11,003,283 32,783,272 3,419,695 284,648 9,806 615,500 11,003,283 33,307,639 30 32 33 24 – – – 194,241 – – – 45,478 150,398 12,419,213 5,165,377 – 150,398 12,419,213 5,165,377 239,719

212

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YTL Corporation Berhad

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(a) Categories of financial instruments (continued) Financial assets loans and receivables Rm’000 availablefor-sale Rm’000

note Company – 2013 non-current Investments Current Trade and other receivables Amount due from related parties Short term investments Fixed deposits Cash and bank balances Total 20 26 27 17 17 16

Total Rm’000



174,141

174,141

17,361 2,385,369 590,715 1,750,043 4,405 4,747,893

– – – – – 174,141

17,361 2,385,369 590,715 1,750,043 4,405 4,922,034

Company – 2012 non-current Investments Current Trade and other receivables Amount due from related parties Short term investments Fixed deposits Cash and bank balances Total 20 26 27 17 17 13,518 1,995,525 572,881 774,765 3,560 3,360,249 – – – – – 120,360 13,518 1,995,525 572,881 774,765 3,560 3,480,609 16 – 120,360 120,360

Annual Report 2013



YTL Corporation Berhad

213

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(a) Categories of financial instruments (continued) Financial liabilities Other financial liabilities at amortised cost Rm’000

note Company – 2013 non-current Bonds Borrowings Current Trade and other payables Amount due to related parties Bonds Borrowings Total 37 26 32 33 32 33

Total Rm’000

1,000,000 545

1,000,000 545

14,886 1,048,115 500,000 1,404,216 3,967,762

14,886 1,048,115 500,000 1,404,216 3,967,762

Company – 2012 non-current Bonds Borrowings Current Trade and other payables Amount due to related parties Borrowings Total 37 26 33 22,457 760,730 1,653,944 2,937,314 22,457 760,730 1,653,944 2,937,314 32 33 500,000 183 500,000 183

214

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YTL Corporation Berhad

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(b) Fair value measurement The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:(a) Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

(b) Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices). (c) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

At the reporting date, the Group and the Company held the following financial instruments carried at fair value on the statement of financial position:level 1 Rm’000 group – 2013 assets Financial assets at fair value through profit and loss: – Trading derivatives Derivative used for hedging Available-for-sale financial assets Total liabilities Financial assets at fair value through profit and loss: – Trading derivatives Derivative used for hedging Total – – – 2,994 198,620 201,614 2,994 198,620 201,614 – – 2,618 2,618 5,276 40,228 – 45,504 5,276 40,228 2,618 48,122 level 2 Rm’000 Total Rm’000

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YTL Corporation Berhad

215

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(b) Fair value measurement (continued) level 1 Rm’000 group – 2012 assets Financial assets at fair value through profit and loss: – Trading derivatives Derivative used for hedging Available-for-sale financial assets Total liabilities Financial assets at fair value through profit and loss: – Trading derivatives Derivative used for hedging Total 36,787 487,580 524,367 36,787 487,580 524,367 – – 95,373 95,373 13,270 66,383 – 79,653 13,270 66,383 95,373 175,026 level 2 Rm’000 Total Rm’000

– –

Company – 2013 assets Available-for-sale financial assets Total 11,718 11,718 – – 11,718 11,718

Company – 2012 assets Available-for-sale financial assets Total 8,202 8,202 – – 8,202 8,202

During the current financial year, there were no transfers between Level 1 and Level 2 fair value measurements.

216

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YTL Corporation Berhad

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(c) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value. group Carrying amount Rm’000 2013 Financial assets: Unquoted equity investments – Within Malaysia – Outside Malaysia Financial liabilities: Bonds 2012 Financial assets: Unquoted equity investments – Within Malaysia – Outside Malaysia Financial liabilities: Bonds * 13,034,714 ^ 500,000 ^ 18,933 53,704 * * 19,483 92,675 * 14,686,110 ^ 1,500,000 ^ 44,100 108,317 * * 19,483 142,940 * Fair value Rm’000 Carrying amount Rm’000 Company Fair value Rm’000

unquoted equity and debt investments carried at cost (note 16) Fair value information has not been disclosed for these unquoted equity and debt instruments as fair value cannot be measured reliably as these instruments are not quoted on any market and does not have any comparable industry peer that is listed. In addition, the variability in the range of reasonable fair value estimates derived from valuation techniques is significant.

^

bonds (note 32) Fair value information regarding these bonds is as disclosed in the Note 32 to the Financial Statements. The fair values of these bonds are estimated using discounted cash flow analysis, based on current incremental lending rates for similar types of lending and borrowing arrangements and of the same remaining maturities.

Annual Report 2013



YTL Corporation Berhad

217

Notes to the Financial Statements
41. FinanCial inSTRumenTS (COnTinueD)
(d) Determination of fair value The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair values:note Other receivables (non-current) Trade and other receivables (current) Short term investments (current) Fixed deposits (current) Cash and bank balances (current) Long term payables (non-current) Trade and other payables (current) Borrowings (current) 20 20 27 17 17 30 37 33

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or that they are floating rate instruments that are re-priced to market interest rates on or near the reporting date. The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair values due to the insignificant impact of discounting. The fair values of current loans and borrowings are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date. Financial guarantees Fair value is determined based on probability weighted discounted cash flow method. The probability has been estimated and assigned for the following key assumptions: – – – The likelihood of the guaranteed party defaulting within the guaranteed period; The exposure on the portion that is not expected to be recovered due to the-guaranteed party’s default; The estimated loss exposure if the party guaranteed were to default.

218

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YTL Corporation Berhad

Notes to the Financial Statements
42. SigniFiCanT RelaTeD PaRTY TRanSaCTiOnS
For the purposes of these financial statements, parties are considered to be related to the Group if the Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group. (a) Significant related party transactions (i) In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions. group entity Ara Bintang Berhad Relationship A special purpose vehicle of SG REIT^ Type of transactions Service fees charged 2013 Rm’000 2,601 2012 Rm’000 2,596

Rental of premises expenses Turnkey contract fee charged Business & Budget Hotels (Kuantan) Sdn. Bhd. Associated company Management fee, incentive fee and software maintenance cost Lease rental of investment property Acquisition of investment property Commercial Central Sdn. Bhd. Corporate Promotions Sdn. Bhd. Express Rail Link Sdn. Bhd. Subsidiary of holding company Subsidiary of holding company Associated company Rental of office and car park

73,894 – 1,155

73,427 25,000 1,089

6,000

3,767



75,000

2,206

2,234

Advertising & promotion expenses Progress billing related to civil engineering & construction works income Sale of computer equipment & services income Advertising & maintenance fees

8,891

5,062

38,885

69,437

1,336

2,780

1,368

1,350

Annual Report 2013



YTL Corporation Berhad

219

Notes to the Financial Statements
42. SigniFiCanT RelaTeD PaRTY TRanSaCTiOnS (COnTinueD)
(a) Significant related party transactions (continued) (i) In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions. (continued) group entity Megahub Development Sdn. Bhd. Relationship Subsidiary of holding company Type of transactions Rental of properties expenses 2013 Rm’000 – 2012 Rm’000 1,407

Acquisition of investment property Oriental Place Sdn. Bhd. Subsidiary of holding company Rental of premises expenses



73,000

7,434

6,278

Starhill Global Real Estate Investment Trust (“SG REIT”) East West Ventures Sdn. Bhd.

Real Estate Investment Management fees Trust^

51,795

44,821

Subsidiary of holding company

Lease rental of investment property Acquisition of investment properties

19,250

12,085



250,000

Superb Agregates Sdn. Bhd. Syarikat Pelancongan Pangkor Laut Sdn. Bhd.

Associated company

Purchase of building materials Lease rental of investment property

2,018

2,356

Subsidiary of holding company

8,400

5,273

Hotel accommodation Management fees & data processing fees & royalty income Acquisition of investment properties

3,680 1,511

1,804 2,198



97,000

220

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
42. SigniFiCanT RelaTeD PaRTY TRanSaCTiOnS (COnTinueD)
(a) Significant related party transactions (continued) (i) In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions. (continued) Company entity Construction Lease (M) Sdn. Bhd Express Rail Link Sdn. Bhd. Relationship Subsidiary Type of transactions Other interest income 2013 Rm’000 1,960 2012 Rm’000 1,974

Associate

Proceed from redemption of preference share Acquisition of investment ICULS interest income Issue of shares for exchangeable bonds Acquisition of investment ICULS interest income

45,600



Prisma Tulin Sdn. Bhd. YTL Cement Berhad YTL Corporation Finance (Labuan) Ltd. YTL Industries Berhad YTL Land & Development Berhad YTL e-Solutions Berhad

Subsidiary Subsidiary Subsidiary

50,265 3,902 332,419

– 10,739 87,659

Subsidiary Subsidiary

243,097 11,745

109,358 7,852

Subsidiary

Computer equipment & services income

1,324

1,264

^

The Group has an interest of 570,777,885 (2012: 570,777,885) units in SG REIT representing 29.38% (2012: 29.38%).

(ii)

The following significant transactions which have been transacted with close family members of key management personnel and an entity controlled by key management personnel and close family members are as follows:group 2013 Rm’000 Progress billings related to purchase of properties 29,717 2012 Rm’000 60,926

The Directors are of the opinion that the above transactions have been entered into in the normal course of business and have been established on terms and conditions negotiated and agreed by the related parties. (b) key management personnel compensation Compensation to key management personnel comprise solely the directors’ remuneration as disclosed in Note 6 to the Financial Statements.

Annual Report 2013



YTL Corporation Berhad

221

Notes to the Financial Statements
42. SigniFiCanT RelaTeD PaRTY TRanSaCTiOnS (COnTinueD)
(c) Significant related party balances In addition to the information disclosed in Note 26 to the Financial Statements, the outstanding balances due from the related parties as at reporting date are as follows:group Company 2013 2012 2013 2012 Rm’000 Rm’000 Rm’000 Rm’000 Progress billings related tosale of properties – close family members of key management personnel Disposal of investment – Cornerstone Crest Sdn. Bhd. 177 – 312 – – 384,190 – 384,190

43. COnTingenT liabiliTieS – unSeCuReD
The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement. In YTL Power International Berhad, there is a joint and several shareholders’ contingent support with Siemens Financial Services to invest up to a further equity amounting to RM37,061,310 (2012: RM37,189,570) in PT Jawa Power, an associate of the Group. The financial guarantees have not been recognised since the fair value on initial recognition was not material.

44. COmmiTmenTS anD OPeRaTing leaSe aRRangemenTS
(a) Capital commitments:group 2013 Rm’000 Authorised but not contracted for Contracted but not provided for 33,692 1,558,025 2012 Rm’000 27,487 1,473,538

The above commitments mainly comprise purchase of spare parts and property, plant and equipment. Company 2013 Rm’000 Capital commitments in relation to addition investment Details of the addition investment are included in Note 48(i) of the Financial Statements. (b) Operating lease arrangements:(i) The group as lessee The Group leases land, hotel properties, retail shopping complexes and warehouses under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. Except for a few long-term leases in retail shopping complexes, hotel properties and land, the Group’s leases generally range from one to five years. None of the leases included contingent rentals. 310,000 2012 Rm’000 –

222

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
44. COmmiTmenTS anD OPeRaTing leaSe aRRangemenTS (COnTinueD)
(b) Operating lease arrangements (continued):(i) The group as lessee (continued) The future minimum lease payables under non-cancellable operating leases at the reporting date are as follows:group 2013 Rm’000 Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 170,024 404,974 152,130 727,128 2012 Rm’000 131,971 417,942 92,767 642,680

The Group leases hotel properties and retail shopping complexes (master lease arrangement) under operating leases from related parties. The hotel leases run for a period of 25 years and 15 years and the retail shopping complexes runs for a period of 3 years plus 3 years, respectively, with an option to renew the leases after each expired term. Lease payments are increased every five years and three years, respectively to reflect market rentals. The future minimum lease payments related to retail shopping complexes are approximately RM238 million (2012: RM341 million), respectively. The retail shopping complexes leased under the master tenancy arrangement are sublet by the Group. The leases expire in 2016 and subleases expire within 1 to 3 years. Sublease payments from non-related parties of approximately RM76 million (2012: RM68 million) are expected to be received during the sublet periods. (ii) The group as lessor The future minimum lease receivables under non-cancellable operating leases at the reporting date are as follows:group 2013 Rm’000 Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 109,405 247,240 325,454 682,099 2012 Rm’000 102,003 256,897 331,623 690,523

The Group leases out its hotel properties under operating leases for the lease term of twenty five years and fifteen years. All lease arrangements are provided with a step-up rate of 5% every five years and an option to grant the respective lessees to renew the lease for a further term similar to the original lease agreements. The future minimum lease payments receivable related to hotel properties from non-related parties are approximately RM573 million (2012: RM615 million). In addition, the payments receivables under the PPA which are classified as operating lease are as follows:group 2013 Rm’000 Not later than 1 year Later than 1 year but not later than 5 years 420,960 532,894 953,854 2012 Rm’000 444,510 953,855 1,398,365

The future minimum lease receivables are an estimate as they include minimum lease payments and other elements.
Annual Report 2013 • YTL Corporation Berhad

223

Notes to the Financial Statements
45. SegmenTal inFORmaTiOn
The Group has seven reportable segments as described below:(i) (ii) (iii) (iv) (v) (vi) (vii) Construction Information technology & e-commerce related business Hotel operations Cement manufacturing & trading Management services & others Property investment & development Utilities

Management has determined the operating segments based on the reports reviewed by the chief operating decision-maker (“CODM”) that are used to make strategic decisions. The CODM considers the business from both a geographic and business segment perspective. Geographically, management manages and monitors the business in the three primary geographic areas: Malaysia, United Kingdom and Singapore. The details of the geographical segments are disclosed in the below note of the financial statements. The segment information provided to the CODM for the reportable segments is as follows:information technology & e-commerce related business Construction Rm’000 Rm’000 2013 Total revenue Inter-segment revenue External revenue Results Interest income Finance costs Share of results of associated companies and joint ventures Segment profit before tax Segment assets Investment in associated companies and joint ventures Other segment assets Segment liabilities Bonds and Borrowings Other segment liabilities Other segment information Capital expenditure Impairment losses Depreciation and amortisation 487,677 (239,096) 248,581 1,099 (12) – 16,752 87,884 (82,665) 5,219 3,251 (8) – 2,947 519,122 (14,337) 504,785 972 (10,058) (3,228) 32,757 2,409,900 (43,259) 2,366,641 17,898 (27,601) (60) 509,106 748,652 (254,634) 494,018 4,671 (321,808) 5,214 118,085 743,444 15,746,897 20,743,576 (136,422) (215) (770,628) 607,022 6,065 (50,679) 93,888 292,937 15,746,682 23,213 (591,127) 355,987 1,340,805 19,972,948 57,169 (1,001,293) 451,801 2,313,389

Cement management Property hotel manufacturing services investment & operations & trading & others development Rm’000 Rm’000 Rm’000 Rm’000

utilities Rm’000

Total Rm’000

– 972,789

– 146,839

31,916 1,925,741

949 4,177,561

11,652 12,478,944

1,670,530 4,302,911

1,726,183 26,173,479

3,441,230 50,178,264

35,042 244,023

313 4,240

500,962 200,709

620,295 678,868

9,464,832 537,166

2,878,319 214,617

17,242,305 5,440,058

30,742,068 7,319,681

6,526 – 7,493

1,833 – 412

215,657 (2) 13,680

320,634 3,657 150,946

13,252 3,478 9,901

1,403,066 3,672 68,019

1,515,912 159,665 1,217,132

3,476,880 170,470 1,467,583

224

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YTL Corporation Berhad

Notes to the Financial Statements
45. SegmenTal inFORmaTiOn (COnTinueD) information technology & e-commerce related business Construction Rm’000 Rm’000 2012 Total revenue Inter-segment revenue External revenue Results Interest income Finance costs Share of results of associated companies and joint ventures Segment profit before tax Segment assets Investment in associated companies and joint ventures Other segment assets Segment liabilities Bonds and Borrowings Other segment liabilities Other segment information Capital expenditure Depreciation and amortisation 504,674 (289,938) 214,736 1,481 (12) – 25,630 86,054 (82,787) 3,267 5,757 – – 1,867 294,413 (10,299) 284,114 1,178 (9,923) 23,282 15,457 2,425,644 (41,760) 2,383,884 27,389 (32,160) 144 533,270 643,171 (207,820) 435,351 11,687 (371,387) (1,452) 88,951 1,203,713 15,772,002 (101,278) – 1,102,435 21,441 (9,540) 72,726 387,824 15,772,002 23,811 (586,198) 285,239 1,397,155 20,929,671 (733,882) 20,195,789 92,744 (1,009,220) 379,939 2,450,154

Cement management Property hotel manufacturing services investment & & others development operations & trading Rm’000 Rm’000 Rm’000 Rm’000

utilities Rm’000

Total Rm’000

– 1,022,796

– 220,579

30,878 643,022

1,009 4,047,007

11,561 4,073,130

1,657,748 4,398,449

1,524,768 33,992,366

3,225,964 48,397,349

45,069 477,509

– 7,422

326,447 5,160

598,321 798,046

10,487,971 410,038

2,905,085 419,381

14,840,480 5,923,128

29,203,373 8,040,684

8,304 6,877

358,342 84,804

122,405 7,684

161,322 142,006

6,274 7,486

589,227 22,475

1,161,513 1,081,469

2,407,387 1,352,801

Annual Report 2013



YTL Corporation Berhad

225

Notes to the Financial Statements
45. SegmenTal inFORmaTiOn (COnTinueD)
(b) geographical information The Group’s seven business segments operate in four main geographical areas:(i) Malaysia – – – – – – – Construction Information technology & e-commerce related business Hotel operations Cement manufacturing & trading Management services & others Property investment & development Utilities

(ii)

United Kingdom

– Utilities – Utilities – Cement trading – Property investment & development Revenue 2013 Rm’000 2012 Rm’000 4,906,030 2,396,160 12,442,250 451,349 20,195,789 non-current assets 2013 2012 Rm’000 Rm’000 7,889,353 11,975,599 6,261,178 2,463,587 28,589,717 7,667,745 11,689,585 6,438,474 1,126,225 26,922,029

(iii) Singapore

Malaysia United Kingdom Singapore Other countries

4,935,794 2,507,191 11,865,825 664,138 19,972,948

Non-current assets information presented above consist of the followings items as presented in the Consolidated Statement of Financial Position. non-current assets 2013 2012 Rm’000 Rm’000 Property, plant and equipment Investment properties Development expenditure Intangible assets Biological assets 22,193,050 633,608 975,874 4,785,485 1,700 28,589,717 20,620,111 627,851 955,625 4,717,126 1,316 26,922,029

226

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YTL Corporation Berhad

Notes to the Financial Statements
45. SegmenTal inFORmaTiOn (COnTinueD)
(c) major customers The following are major customers with revenue equal or more than 10 per cent of the Group’s revenue: Revenue 2013 Rm’000 Energy Market Company 5,703,228 2012 Rm’000 6,139,438 Segment Utilities

46. CRiTiCal aCCOunTing eSTimaTeS anD JuDgemenTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group and Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions 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:(a) estimated impairment of property, plant and equipment Determining whether the property, plant and equipment are impaired requires an estimation of value in use of the property, plant and equipment. The value in use calculation requires the management to estimate the future cash flows and an appropriate discount rate in order to calculate the present value of future cash flows. The management has evaluated such estimates and is confident that no allowance for impairment is necessary. The Group management follows its accounting policy set out in Note 2(d) in determining when property, plant and equipment are considered impaired. Impairment is recognised when events and circumstances indicate that these assets may be impaired and the carrying amount of these assets exceeds the recoverable amounts. In determining the recoverable amount of these assets, certain estimates regarding the cash flows of these assets are made. (b) estimated residual value and useful life of property, plant and equipment The residual value and the useful lives of the property, plant and equipment are reviewed at each financial year end. The review is based on factors such as business plans and strategies, expected level of usage and future regulatory changes. The estimation of the residual value and useful life involve significant judgement. Classification of investment properties The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualifies as an investment property. The Group’s investment properties consist of freehold land and buildings and leasehold land and buildings that are held to earn rentals or for capital appreciation.

Annual Report 2013



YTL Corporation Berhad

227

Notes to the Financial Statements
46. CRiTiCal aCCOunTing eSTimaTeS anD JuDgemenTS (COnTinueD)
(d) estimated assessment of goodwill The Group tests goodwill for impairment annually, in accordance with its accounting policy. The recoverable amounts of cash generating units have been determined based on either value-in-use or fair value less costs to sell calculations. These calculations require the use of estimates as set out in Note 18 to the Financial Statements. (e) Property development The Group recognises property development revenue and expenses in the profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Significant judgement is required in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development revenue and costs, as well as the recoverability of the development projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists. (f) Construction contracts The Group uses the percentage-of-completion method in accounting for its contract revenue where it is probable that contract costs are recoverable. The stage of completion is measured by reference to the proportion of contract costs incurred to date to the estimated total costs for the contract. Significant judgement is required in determining the stage of completion, the extent of the contract costs incurred, the estimated total contract revenue and contract costs, as well as the recoverability of the contracts. Total contract revenue also includes an estimation of the variation works and claims that are recoverable from the customers. In making the judgement, the Group has relied on past experience and the work of specialists. (g) impairment of receivables The Group and the Company assesses at each reporting date whether there is objective evidence that receivables have been impaired. Impairment loss is calculated based on a review of the current status of existing receivables and historical collections experience. Such provisions are adjusted periodically to reflect the actual and anticipated impairment. The carrying amount of the Group’s receivables at the reporting date is disclosed in Note 20 to Financial Statements. (h) income tax expense (i) income taxes The Group is subject to income tax in numerous jurisdictions. Judgement is involved in determining the groupwide 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 tax matters based on estimates of whether additional taxes will be due. If the final outcome of these tax matters result in a difference in the amounts initially recognised, such differences will impact the income tax and/or deferred tax provisions in the period in which such determination is made. (ii) Deferred tax assets Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which temporary differences can be utilised. This involves judgement regarding future financial performance of a particular entity in which the deferred tax asset has been recognised.

228

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YTL Corporation Berhad

Notes to the Financial Statements
46. CRiTiCal aCCOunTing eSTimaTeS anD JuDgemenTS (COnTinueD)
(i) Share based payments Equity-settled share based payments are measured at fair value at the grant date. The Group revises the estimated number of performance shares that participants are expected to receive based on non-market vesting conditions at each reporting date. The assumptions of the valuation model used to determine fair value are set out in Note 28(b) to Financial Statements. (j) estimation of pension benefits The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations. The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximately the terms of the related pension liability. Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in Note 36 to the Financial Statements.

47. The new OR ReviSeD FinanCial RePORTing STanDaRDS nOT YeT eFFeCTive
At the date of authorisation of these financial statements, the following new or revised FRS, amendments to FRS and IC Interpretations have been issued but are not yet effective and have not been adopted by the Group and the Company: effective for financial periods beginning on or after 1 January 2013 FRS 10: Consolidated Financial Statements FRS 11: Joint Arrangements FRS 12: Disclosure of Interests in Other Entities FRS 13: Fair Value Measurement FRS 119: Employee Benefits FRS 127: Separate Financial Statements FRS 128: Investment in Associates and Joint Ventures Amendments to FRS 1: First-time Adoption of Financial Reporting Standards – Government Loan Amendments to FRS 7: Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities Amendments to FRS 10: Consolidated Financial Statements – Transition Guidance Amendments to FRS 11: Joint Arrangements – Transition Guidance Amendments to FRS 12: Disclosure of Interests in Other Entities – Transition Guidance Amendments to FRS 134: Interim Financial Reporting IC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine Improvements to FRSs (2012) issued in July 2012

Annual Report 2013



YTL Corporation Berhad

229

Notes to the Financial Statements
47. The new OR ReviSeD FinanCial RePORTing STanDaRDS nOT YeT eFFeCTive (COnTinueD) effective for financial periods beginning on or after 1 January 2014 Amendments to FRS Amendments to FRS Amendments to FRS Amendments to FRS Amendments to FRS IC Interpretation 21: 10: Consolidated Financial Statements – Investment Entities 12: Disclosure of Interests in Other Entities – Investment Entities 127: Separate Financial Statements – Investment Entities 132: Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities 136: Impairment of Assets – Recoverable Amount Disclosure for Non-Financial Assets Levies

effective for financial periods beginning on or after 1 January 2015 FRS 9: Financial Instruments The Group and the Company plan to adopt the above pronouncements when they become effective in the respective financial periods. However, the adoption of Amendments to FRS 1 and IC Interpretation 20 are not relevant to the Group’s and the Company’s operations. These pronouncements are expected to have no significant impact to the financial statements of the Group and of the Company upon their initial application. Amendments to MFRS 101: Presentation of Financial Statements (Annual Improvements 2009 – 2011 Cycle) The amendments to MFRS 101 change the grouping of items presented in other comprehensive income. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, exchange differences on translation of foreign operations and net loss or gain on available-for-sale financial assets) would be presented separately from items which will never be reclassified (for example, actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affects presentation only and has no impact on the Group’s financial position and performance. FRS 9 Financial Instruments: Classification and Measurement FRS 9 reflects the first phase of the work on the replacement of FRS 139 Financial Instruments: Recognition and Measurement and applies to classification and measurement of financial assets and financial liabilities as defined in FRS 139 Financial Instruments: Recognition and Measurement. The adoption of the first phase of FRS 9 will have an effect on the classification and measurement of the Group’s financial assets. The Group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued. FRS 10: Consolidated Financial Statements FRS 10 replaces part of FRS 127 Consolidated and Separate Financial Statements that deals with consolidated financial statements and IC Interpretation 112 Consolidation – Special Purpose Entities. Under FRS 10, an investor controls an investee when (a) the investor has power over an investee, (b) the investor has exposure, or rights, to variable returns from its involvement with the investee, and (c) the investor has ability to use its power over the investee to affect the amount of the investor’s returns. Under FRS 127 Consolidated and Separate Financial Statements, control was defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. FRS 10 includes detailed guidance to explain when an investor has control over the investee. FRS 10 requires the investor to take into account all relevant facts and circumstances.

230

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
47. The new OR ReviSeD FinanCial RePORTing STanDaRDS nOT YeT eFFeCTive (COnTinueD)
FRS 13 Fair Value Measurement FRS 13 establishes a single source of guidance under FRS for all fair value measurements. FRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under FRS when fair value is required or permitted. Upon adoption of FRS 13, the Group will take into consideration the highest and best use of certain properties in measuring the fair value of such properties. The adoption of FRS 13 is expected to result in higher fair value of certain properties of the Group. malaysia Financial Reporting Standards (“mFRS Framework”) On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved accounting framework, the MFRS Framework. The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture (MFRS 141) and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15), including its parent, significant investor and venturer (herein called ‘Transitioning Entities’). Transitioning Entities will be allowed to defer adoption of the new MFRS Framework for two years. On 7 August 2013, MASB has decided to allow Transitioning Entities to defer the adoption of the MFRS Framework for an additional one year. Consequently, adoption of the MFRS Framework by Transitioning Entities will be mandatory for annual periods beginning on or after 1 January 2015. The Group and the Company fall within the scope definition of Transitioning Entities and have opted to defer adoption of MFRS Framework. Accordingly, the Group and the Company will be required to prepare financial statements using the MFRS Framework in its first MFRS financial statements for the financial year ending 30 June 2016. The Group and the Company are in the process of assessing the financial effects of the differences between the accounting standards under Financial Reporting Standards and under the MFRS Framework.

48. CORPORaTe PROPOSal
(i) On 14 June 2013, Pintar Projek Sdn Bhd, a 70% subsidiary of the Company and the Manager for Starhill Real Estate Investment Trust (“Starhill REIT”) proposed to undertake the following proposals:(a) Proposed placement of new units in Starhill REIT (“Placement Units”), at a price to be determined later, to raise gross proceeds of up to RM800 million to partially repay Starhill REIT’s borrowings and reduce its gearing level (“Proposed Placement”)

(b) Proposed increase in the existing approved fund size of Starhill REIT from 1,324,388,889 units up to a maximum of 2,125,000,000 units to facilitate the issuance of the Placement Units pursuant to the Proposed Placement; and

Annual Report 2013



YTL Corporation Berhad

231

Notes to the Financial Statements
48. CORPORaTe PROPOSal (COnTinueD)
(i) (c) Proposed increase in borrowing limit to 60% of total asset value of Starhill REIT and its subsidiaries, to provide Starhill REIT with the flexibility of funding larger acquisition opportunities through borrowings in the future. This flexibility will be essential in situations where potential acquisitions are made through bidding or tender process as raising finance through borrowings may be more expedient as compared to an equity fund raising via issuance of new units.

On 28 June 2013, the Company accepted the Starhill REIT’s conditional invitation to subscribe for the Placement Units of up to RM310 million in value (“Proposed Subscription”). The Proposed Placement and the Proposed Subscription are subject to all requisite approvals being obtained by Starhill REIT.

49. SigniFiCanT evenTS DuRing The FinanCial YeaR
(i) On 29 May 2012, the Company announced to undertake a renounceable offer for sale of its holdings of warrants 2008/2018 in YTL Power International Berhad (“YTL Power Warrants”) to the entitled shareholders of the Company at an offer price RM0.20 per YTL Power Warrant on the basis of 1 YTL Power Warrant for every 15 ordinary shares of RM0.10 each in the Company held by the shareholders on 2 October 2012. As a result, a total of 689,170,452 YTL Power Warrants were credited into the respective Central Depository System accounts of the successful applicants ie whose acceptances and/or excess applications are valid and successful, on 31 October 2012. As announced on 13 June 2012, the following wholly-owned subsidiaries and trusts of Starhill REIT:(a) Starhill Hospitality Australia as the Trustee for Starhill Hospitality REIT (Sydney) Trust, Starhill Hospitality REIT (Brisbane) Trust and Starhill Hospitality REIT (Melbourne) Trust, the Hotel Property Buyers

(ii)

(b) Starhill Hotel Sydney, Starhill Hotel Brisbane and Starhill Hotel Melbourne, the Hotel Business Buyers Entered into three (3) separate Hotel Business and Property Sale Agreements (“SPAs”) with the respective sellers, namely Commonwealth Managed Investments Limited, 30 Pitt Street Pty Limited, 515 Queen Street Pty Limited and Lonex Pty Limited to acquire the following hotel properties for a total cash consideration of AUD415,000,000 (equivalent to RM1,310,570,0001), subject to the terms and conditions as set out in the SPAs:(i) Sydney Harbour Marriott Hotel (ii) Melbourne Marriott Hotel; and (iii) Brisbane Marriott Hotel
1

Based on the RM:AUD exchange rate of RM3.158:AUD1.00

(hereinafter referred to as the “Acquisition”) The Acquisition was completed on 29 November 2012.

232

Annual Report 2013



YTL Corporation Berhad

Notes to the Financial Statements
50. CaPiTal managemenT
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise its shareholders value. The Group manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. There were no changes in the Group’s approach to capital management during the year. The Group monitors capital using a debt-to-equity ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, total borrowings less cash and cash equivalents. Capital includes equity attributable to the owners of the parent. group 2013 Rm’000 Bonds (Note 32) Borrowings (Note 33) Loans and borrowings Less: Cash and cash equivalents (Note 17) Net debt Equity attributable to owners of the parent Capital and net debt Debt-to-equity ratio (%) 14,686,110 16,055,958 30,742,068 (13,814,013) 16,928,055 13,333,471 30,261,526 56 2012 Rm’000 13,034,713 16,168,660 29,203,373 (13,352,375) 15,850,998 12,178,674 28,029,672 57 2013 Rm’000 1,500,000 1,404,761 2,904,761 (1,754,448) 1,150,313 7,137,507 8,287,820 14 Company 2012 Rm’000 500,000 1,654,127 2,154,127 (778,325) 1,375,802 6,546,174 7,921,976 17

Under the requirement of Bursa Malaysia Securities Berhad Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity equal to or not less than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such shareholders’ equity is not less RM40 million. The Company has complied with this requirement.

51. SigniFiCanT evenTS aFTeR The RePORTing PeRiOD
On 5 July 2013, the Group’s interest in Starhill Global REIT (“SGR”) has been increased by 6.89% from 29.38% to 36.27% as a result of the issuance of 210,195,189 new units by SGR through the conversion of 152,727,825 convertible preferred units of SGR.

52. auThORiSaTiOn FOR iSSue OF FinanCial STaTemenTS
The financial statements have been authorised for issue in accordance with a resolution of the Board of Directors on 3 October 2013.

Annual Report 2013



YTL Corporation Berhad

233

SUPPLEMENTARY INFORMATION breakdown of retained earnings into realised and unrealised

SuPPlemenTaRY inFORmaTiOn DiSClOSeD PuRSuanT TO buRSa malaYSia SeCuRiTieS beRhaD liSTing ReQuiRemenT
The breakdown of the retained earnings of the Group and of the Company as at 30 June 2013 into realised and unrealised profits/(losses) is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad 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 Listing Requirements of Bursa Malaysia Securities Berhad, as issued by the Malaysian Institute of Accountants. group 2013 Rm’000 Retained earnings of the Company and its subsidiaries – Realised – Unrealised 2012 Rm’000 2013 Rm’000 Company 2012 Rm’000

16,386,422 (1,562,792) 14,823,630

15,553,424 (1,547,816) 14,005,608

4,651,795 (102) 4,651,693

4,134,843 (92) 4,134,751

Share of retained earnings from associated companies and jointly controlled entities – Realised – Unrealised

1,622,684 (140,136) 16,306,178 (4,910,535) 11,395,643

1,577,314 (150,392) 15,432,530 (5,127,314) 10,305,216

– – 4,651,693 – 4,651,693

– – 4,134,751 – 4,134,751

Less: Consolidated adjustments Total retained earnings

234

Annual Report 2013



YTL Corporation Berhad

FORM OF PROXY
I/We

(full name as per NRIC/company name in block letters)

NRIC/Company No. CDS Account No. of
(full address)

(New)

(Old)

(for nominee companies only)

being a member of YTl Corporation berhad hereby appoint

(full name as per NRIC in block letters)

NRIC No. of

(New)

(Old)

(full address)

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the 30th Annual General Meeting of the Company to be held at The Banquet Hall, Level 3, Conference Center, The Ritz Carlton Kuala Lumpur, 168 Jalan Imbi, 55100 Kuala Lumpur on Tuesday, 26 November 2013 at 4.00 p.m. and at any adjournment thereof. My/Our proxy is to vote as indicated below:No. ResolUTIoNs FoR AgAINsT

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16.

Re-election of Dato’ Yeoh Seok Kian Re-election of Dato’ Mark Yeoh Seok Kah Re-election of Dato’ Cheong Keap Tai Re-appointment of Tan Sri Datuk Seri Panglima (Dr) Yeoh Tiong Lay Re-appointment of Dato’ (Dr) Yahya Bin Ismail Re-appointment of Eu Peng Meng @ Leslie Eu Approval of the payment of Directors’ fees Re-appointment of Messrs HLB Ler Lum as Company Auditors Approval for Dato’ Cheong Keap Tai to continue in office as Independent Non-Executive Director Approval for Dato’ (Dr) Yahya Bin Ismail to continue in office as Independent Non-Executive Director Approval for Eu Peng Meng @ Leslie Eu to continue in office as Independent Non-Executive Director Authorisation for Directors to Allot and Issue Shares Proposed Renewal of Share Buy-Back Authority Proposed Renewal of Shareholder Mandate and New Shareholder Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature Proposed Issue of Options to Faiz Bin Ishak Proposed Amendments to the Articles of Association of the Company Number of shares held

Signed this

day of

2013.

Signature

Fold this flap for sealing

notes:1. A member entitled to attend and vote at the meeting may appoint a proxy to vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member other than an Authorised Nominee shall not be entitled to appoint more than one proxy to attend and vote at the same meeting and where such member appoints more than one proxy to attend and vote at the same meeting, such appointment shall be invalid. Where a member of the Company is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds. This original form of proxy and the Power of Attorney or other authority (if any) under which it is signed or notarially certified copy thereof must be lodged at the Registered Office, 11th Floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, 55100 Kuala Lumpur not less than 48 hours before the time appointed for the Meeting. Facsimile transmission of such documents will not be accepted. In the case of a corporation, this form of proxy should be executed under its Common Seal or under the hand of some officer of the corporation duly authorised in writing on its behalf. Unless voting instructions are indicated in the spaces provided above, the proxy may vote as he thinks fit. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 60(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 19 November 2013. Only a depositor whose name appears on the General Meeting Record of Depositors as at 19 November 2013 shall be entitled to attend the said meeting or appoint proxy to attend and/or vote in his stead.

2.

3. 4. 5.

Then fold here

AFFIX STAMP

The Company Secretary YTl CORPORaTiOn beRhaD 11th Floor, Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia

First fold here

www.ytl.com.my www.ytlcommunity.com YTL CORPORATION BERHAD
11th Floor Yeoh Tiong Lay PLaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia Tel • Fax • 603 2117 0088 603 2142 6633 603 2141 2703
92647-H…...

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...ADEOYE MATRIC NUMBER: PG/SMS/014/14495 COURSE CODE: BUS 838 COURSE TITLE: MANAGEMENT THEORY. TOPIC: LEADERSHIP DATE: AUGUST, 2015 An Assignment Submitted To Prof. J.O. Adetayo OUTLINE: A. Introduction B. The Concept of Leadership C. Conclusion D. References INTRODUCTION There is nothing elusive about leadership. Although great leaders may be rare as great runners great partners or great actors, everyone has leadership potential just as everyone has some ability at running painting and acting. (The management bible leadership is about knowing what the next step is (John Adair). Ref: Neil Flamaga & Jaruis Finger (2004): The management bible cape town Zebra Press. Leadership is not an exclusive club for those who are born with it. Employees generally follows their leaders. They are therefore much likely to comply with laws and guidelines when leaders show high commitment to compliance. Leaders must set a good example and clearly communicate their expectations. Compliance with regulations much more likely when leaders develop and carry out programs that emphasize the goals of regulation such as diversity and safety. Various programme should be carefully developed and communicated to increase employees knowledge and motivation (Stewart & Brown, 2009). The Black ants filled out aimlessly without a leader. (French Proverb) a lot leadership has a lot to should in the direction of the human efforts towards organisational goal achievement.......

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...Management http://jom.sagepub.com/ Servant Leadership: A Review and Synthesis Dirk van Dierendonck Journal of Management 2011 37: 1228 originally published online 2 September 2010 DOI: 10.1177/0149206310380462 The online version of this article can be found at: http://jom.sagepub.com/content/37/4/1228 Published by: http://www.sagepublications.com On behalf of: Southern Management Association Additional services and information for Journal of Management can be found at: Email Alerts: http://jom.sagepub.com/cgi/alerts Subscriptions: http://jom.sagepub.com/subscriptions Reprints: http://www.sagepub.com/journalsReprints.nav Permissions: http://www.sagepub.com/journalsPermissions.nav Citations: http://jom.sagepub.com/content/37/4/1228.refs.html Downloaded from jom.sagepub.com at The Hebrew University Library Authority on June 29, 2011 Journal of Management Vol. 37 No. 4, July 2011 1228-1261 DOI: 10.1177/0149206310380462 © The Author(s) 2011 Reprints and permission: http://www. sagepub.com/journalsPermissions.nav Servant Leadership: A Review and Synthesis Dirk van Dierendonck Erasmus University Servant leadership is positioned as a new field of research for leadership scholars. This review deals with the historical background of servant leadership, its key characteristics, the available measurement tools, and the results of relevant studies that have been conducted so far. An overall conceptual model of servant leadership is presented. It is argued......

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