Cycle & Carriage Bintang Berhad Annual Report 2011 · margin kasar yang lebih rendah dan pendapatan...
Transcript of Cycle & Carriage Bintang Berhad Annual Report 2011 · margin kasar yang lebih rendah dan pendapatan...
Annual Report
Company No. 7378-D
Cycle & Carriage Bintang Berhad
2011
CONTENTS
1 Financial Calendar
2 Financial Highlights
3 Corporate Profi le
3 Corporate Information
4 Chairman’s Statement
4 Penyata Pengerusi
5 Board of Directors
7 Corporate Governance Statement
11 Statement of Internal Control
13 Audit Committee Report
14 Audit Committee Terms of Reference
16 Additional Compliance Information
16 Statement of Directors’ Responsibility
for Preparing the Financial Statements
17 Statutory Financial Statements
65 Five-Year Summary
66 Financial Charts
67 Group Properties
68 Shareholding Statistics
70 Notice of Annual General Meeting
74 Statement Accompanying Notice
of Annual General Meeting
Proxy Form
1Cycle & Carriage Bintang Berhad Annual Report 2011 1Cycle & Carriage Bintang Berhad Annual Report 2011 A member of the Jardine Cycle & Carriage Group
FINANCIAL CALENDAR
FINANCIAL YEAR ENDED 31 DECEMBER 2011Announcement of Results:
– fi rst quarter 20 April 2011
– second quarter 25 July 2011
– third quarter 28 October 2011
– fourth quarter 16 February 2012
Issue of Annual Report 29 March 2012
2012 Annual General Meeting 20 April 2012
Entitlement to 2011 fi nal dividend 30 April 2012
Payment of 2011 fi nal dividend 25 May 2012
FINANCIAL YEAR ENDING 31 DECEMBER 2012Proposed Dates for Announcement of Results:
– fi rst quarter 20 April 2012
– second quarter 23 July 2012
– third quarter 31 October 2012
– fourth quarter 25 February 2013
2 Cycle & Carriage Bintang Berhad Annual Report 2011
FINANCIAL HIGHLIGHTS
• Vehicle unit sales rose 19%
• Earnings from Mercedes-Benz trading operations stable
RESULTS
Financial year ended 31 December 2011 2010 Change
RM’000 RM’000 %
Revenue 677,962 589,246 15
Net profi t:
(a) Mercedes-Benz operations 15,392 15,547 (1)
(b) Dividend income from Mercedes-Benz Malaysia 11,229 11,229 0
26,621 26,776 (1)
Net profi t attributable to shareholders 26,621 26,776 (1)
Sen Sen
Earnings per share 26.42 26.58 (1)
Dividend per share 10 10 0
As at 31 December 2011 2010
RM’000 RM’000
Shareholders’ funds 191,481 176,081 9
RM RM
Net assets per share 1.90 1.75 9
3Cycle & Carriage Bintang Berhad Annual Report 2011
CORPORATE PROFILE
CORPORATE INFORMATION
Cycle & Carriage Bintang, a member of the Jardine Cycle & Carriage Group, is listed on Bursa Malaysia. It is the largest dealer
of Mercedes-Benz vehicles in Malaysia, involved in both retail and after-sales service.
Jardine Cycle & Carriage (“JC&C”) is a leading Singapore-listed company and a member of the Jardine Matheson Group. It has
an interest of just over 50% in Astra, a premier listed Indonesian conglomerate, as well as other motor interests in Southeast
Asia. Together with its subsidiaries and associates, JC&C employs some 182,000 people across Indonesia, Malaysia, Singapore
and Vietnam.
BOARD OF DIRECTORSBenjamin William Keswick * Chairman
(Alternate: Chiew Sin Cheok) #
Datuk Syed Tamim Ansari
bin Syed Mohamed Deputy Chairman
Tan Sri Dato’ Sulaiman bin Sujak
Cheah Kim Teck
(Alternate: Ho Yeng Tat)
Vimala Menon
AUDIT COMMITTEEVimala Menon Chairman
Tan Sri Dato’ Sulaiman bin Sujak
Cheah Kim Teck
REMUNERATION COMMITTEEBenjamin William Keswick * Chairman
Tan Sri Dato’ Sulaiman bin Sujak
Vimala Menon
NOMINATION COMMITTEETan Sri Dato’ Sulaiman bin Sujak Chairman
Benjamin William Keswick *
Vimala Menon
SECRETARIESYeap Kok Leong
Oh Swee Chin
AUDITORSPricewaterhouseCoopers
Chartered Accountants
REGISTRARTricor Investor Services Sdn. Bhd.
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Telephone: 03-2264 3883
Facsimile: 03-2282 1886
REGISTERED OFFICE Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Telephone: 03-2264 8888
Facsimile: 03-2282 2733
WEBSITE
www.ccb.com.my
* Mr. Benjamin William Keswick will step down as the Non-Independent Non-Executive Chairman, Chairman of the Remuneration Committee and
member of the Nomination Committee with effect on 31 March 2012. He will be succeeded by Mr. Alexander Newbigging with effect from 1 April 2012.
# Mr. Chiew Sin Cheok will resign as the alternate director for Mr. Benjamin William Keswick with effect on 31 March 2012 and has been appointed as
the alternate director for Mr. Alexander Newbigging with effect from 1 April 2012.
4 Cycle & Carriage Bintang Berhad Annual Report 2011
CHAIRMAN’S STATEMENT
PENYATA PENGERUSI
OVERVIEWCompetition in the premium automotive market remained
intense throughout 2011, particularly in the last quarter.
Nevertheless, the Group did well to increase its unit sales,
albeit at lower gross margins.
PERFORMANCE The Group’s revenue for the year ended 31 December 2011
grew by 15% to RM678.0 million. Net profi t was stable at
RM26.6 million as higher sales were offset by lower gross
margins and reduced non-recurring income. Earnings per
share were stable at 26.42 sen.
Despite the competitive trading environment, the Group
managed to increase its sales of Mercedes-Benz passenger
cars by 19%, assisted largely by the consolidation of Lowe
Motors from May 2011. Lowe Motors, which is the authorised
dealer for Mercedes-Benz vehicles in Penang, has integrated
well into the Group.
The Board is recommending a fi nal dividend of 5 sen per
share which, together with the interim dividend, will give a
total dividend of 10 sen per share for the year.
PEOPLEOn 31 March 2012, I will retire as Chairman of the Board and
be succeeded by Alex Newbigging.
I would like to thank all our staff for their dedication and
hard work during these challenging times. I also wish to
thank our customers, shareholders and business partners for
their continuous support.
PROSPECTSWhile 2012 is expected to be a diffi cult year given the
poor global economic climate and competition in the local
market, the Group’s strong underlying business and sound
balance sheet leaves it well-placed to face the challenges
ahead.
Ben Keswick Chairman
15 February 2012
TINJAUAN MENYELURUHPersaingan dalam pasaran automotif premium kekal sengit
sepanjang tahun 2011, khususnya pada suku tahun terakhir.
Namun begitu, Kumpulan berjaya meningkatkan jualan
unitnya, walaupun pada margin kasar yang lebih rendah.
PRESTASIHasil Kumpulan bagi tahun berakhir 31 Disember 2011
meningkat sebanyak 15% kepada RM678.0 juta. Keuntungan
bersih berada di paras stabil sebanyak RM26.6 juta
disebabkan oleh jualan lebih tinggi yang diimbangi oleh
margin kasar yang lebih rendah dan pendapatan tidak
berulang yang berkurangan. Pendapatan sesaham pula
stabil sebanyak 26.42 sen.
Walaupun berhadapan dengan persekitaran perdagangan
yang kompetitif, namun Kumpulan berjaya meningkatkan
jualan kereta penumpang Mercedes-Benz sebanyak 19%,
sebahagian besarnya dibantu oleh penyatuan Lowe Motors
mulai dari bulan Mei 2011. Lowe Motors yang merupakan
wakil jualan sah kenderaan Mercedes-Benz di Pulau Pinang,
telah berjaya diintegrasikan dengan baik ke dalam Kumpulan.
Lembaga Pengarah mengesyorkan dividen akhir sebanyak
5 sen sesaham yang mana, berserta dengan dividen interim,
akan menghasilkan jumlah dividen sebanyak 10 sen
sesaham bagi tahun ini.
KAKITANGANSaya akan bersara daripada jawatan Pengerusi Lembaga
Pengarah pada 31 Mac 2012 dan akan digantikan oleh Alex
Newbigging.
Saya ingin mengucapkan ribuan terima kasih kepada
semua kakitangan atas dedikasi dan kesungguhan mereka
sepanjang tempoh yang begitu mencabar ini. Saya juga
ingin menyampaikan ucapan penghargaan kepada para
pelanggan, pemegang saham dan rakan kongsi atas
sokongan mereka yang berterusan.
PROSPEKSungguhpun tahun 2012 dijangka bakal menjadi tahun yang
sukar memandangkan iklim ekonomi global yang tidak
memberangsangkan dan persaingan sengit dalam pasaran
tempatan, namun perniagaan asas Kumpulan yang kukuh
dan kunci kira-kira yang teguh akan memastikan Kumpulan
berada di kedudukan yang mantap untuk mengharungi
segala cabaran akan datang.
Ben Keswick Pengerusi
15 Februari 2012
5Cycle & Carriage Bintang Berhad Annual Report 2011
BOARD OF DIRECTORS
Benjamin William KeswickChairman (Outgoing)
Mr. Ben Keswick, aged 39, a British citizen, joined the
Board on 1 April 2007 as a Non-Independent Non-Executive
Director. He became Chairman of the Board on 25 April
2008. He is also Chairman of the Remuneration Committee
and a member of the Nomination Committee. He is the
Group Managing Director of the Jardine Cycle & Carriage
Group. He has been with Jardine Matheson Holdings Ltd
since 1998, most recently as the Chief Executive Offi cer
and before that the Finance Director of Jardine Pacifi c,
which represents a number of Jardine Matheson Holdings
Ltd’s non-listed interests in a range of industry sectors.
He is a Director of Jardine Matheson Holdings Ltd, Jardine
Matheson Ltd and OHTL Public Company Ltd. He is also a
Commissioner of PT Astra International Tbk and the Vice
President Commissioner of PT United Tractors Tbk.
Mr. Ben Keswick graduated from Newcastle University with
a Bachelor of Science degree in Agricultural Economics
and Food Marketing and obtained a Master of Business
Administration from INSEAD.
Mr. Ben Keswick will cease to act as the Company Chairman,
Chairman of the Remuneration Committee and member of
the Nomination Committee on 31 March 2012 to take up a
senior position within Jardine Matheson Group.
Alexander NewbiggingChairman (Incoming)
Mr. Newbigging, aged 39, a British citizen, has been
appointed to the Board with effect from 1 April 2012 as a
Non-Independent Non-Executive Director and Chairman of
the Board. He will also act as Chairman of the Remuneration
Committee and member of the Nomination Committee
with effect from 1 April 2012. In addition, he has been
appointed as Group Managing Director of Jardine Cycle &
Carriage Group with effect from 1 April 2012. He has been
employed by Jardine Matheson since 1995 in a variety of
roles, spanning the fi elds of business process outsourcing,
aviation services, retailing and engineering, and over this
period was based in the Philippines, Australia, Malaysia and
Hong Kong. He is currently the Chief Executive of Jardine
Engineering Corporation and before that, General Manager
of IKEA Hong Kong. Mr. Newbigging graduated from the
University of Edinburgh with a Master of Arts (Honours)
degree in mental philosophy and has completed the General
Management Program at the Harvard Business School.
Datuk Syed Tamim Ansari bin Syed MohamedDeputy Chairman
Datuk Syed Tamim, aged 64, a Malaysian, joined the Board
on 1 January 2010 as a Non-Independent Non-Executive
Director. He was appointed as Deputy Chairman on the
same date. He is currently the Group Country Chairman
of Jardine Matheson Group of Companies in Malaysia and
Principal Consultant of ST&H Consultancy Services Sdn Bhd,
a private company he established soon after his
retirement in 2007. He was a Board member of Maybank
Berhad until September 2009, Minetech Resources Berhad
until July 2010 and Integrax Berhad until January 2011.
He has worked for more than 38 years in both public and
private sectors. After obtaining his Economics Honours
degree from the University of Malaya in 1972, he served the
Administrative and Diplomatic Service until 1981. During his
tenure with the government, he was sponsored to do his
MBA which he obtained from the University of Oregon.
He left the government to join PERNAS Group of Companies
for 5 years. In 1986, he joined Sime Darby Berhad (“Sime”).
In the 20 years stint with Sime, he headed various Divisions;
Trading, Manufacturing, Oil and Gas, Engineering,
Automotive, Tyres, Healthcare and Plantations. Before he
retired in July 2007, he headed the team that wrote and
completed the Northern Corridor Economic Blueprint
for the Government of Malaysia. He was trained in Japan,
Australia and Harvard Business School which were all
sponsored by Sime.
Tan Sri Dato’ Sulaiman bin Sujak Tan Sri Dato’ Sulaiman, aged 78, a Malaysian, joined
the Board as an Independent Non-Executive Director
on 24 February 2003 and was appointed Chairman of
the Nomination Committee and a member of the Audit
Committee and Remuneration Committee on 26 April 2008.
He has been with HSBC Bank Malaysia Berhad since 1989
and was an Executive Director and Advisor from January
1994 to March 2004. He is now a Non-Executive and
Independent Director of HSBC Bank Malaysia Berhad.
A graduate of Royal Air Force College, Cranwell, England,
Tan Sri Dato’ Sulaiman served both the Royal Air Force and
the Royal Malaysian Air Force and was the fi rst Malaysian
Air Force Chief. He was an Advisor (now known as Assistant
Governor) of Bank Negara Malaysia and was the Commercial
Director of Kumpulan Guthrie Berhad. He was also the
Deputy Chairman of Malaysian Airline System Berhad for
24 years. He also sits on the board of FACB Industries
Incorporated Berhad and Nationwide Express Courier
Services Berhad.
6 Cycle & Carriage Bintang Berhad Annual Report 2011
BOARD OF DIRECTORS
Cheah Kim TeckMr. Cheah, aged 60, a Singaporean, joined the Board on
2 February 2005 as a Non-Independent Non-Executive Director.
He was appointed a member of the Audit Committee on
26 April 2008. He is the Chief Executive Offi cer of the
Jardine Cycle & Carriage Group’s motor operations excluding
those held by PT Astra International Tbk. In this capacity,
he oversees the group’s motor operations in Singapore,
Malaysia and Vietnam. He is a director of Jardine Cycle
& Carriage Limited and also a Commissioner of PT Tunas
Ridean Tbk. He sits on the boards of Trek 2000, Mapletree
Logistics Trust Management Ltd and Tote Board and is
the Deputy Chairman of the Singapore Sports Council and
a management committee member of the Singapore Turf
Club. Prior to joining the group, he has held several senior
marketing positions in multinational companies, namely
McDonald’s Restaurant, Kentucky Fried Chicken and Coca-
Cola. He holds a Master of Marketing degree from the
University of Lancaster, United Kingdom.
Vimala MenonMs. Vimala Menon, aged 57, a Malaysian, joined the Board
on 26 April 2008 as an Independent Non-Executive Director
and was appointed Chairman of the Audit Committee on
the same date. She is also a member of the Nomination
Committee and the Remuneration Committee. Ms. Menon,
a Chartered Accountant, is an Associate Member of Institute
of Chartered Accountants in England and Wales and a
member of the Malaysian Institute of Accountants. She
was the Director - Finance & Corporate Affairs of Proton
Holdings Berhad from 2008 to 2009 and before that the
Executive Director Finance & Corporate Services of EON
Berhad from 1984 to 2007 and has served on the boards
of EON Berhad from 1990 to 2006 and EON Bank Berhad
from 1994 to 2004. She also served on the boards of
Jardine Cycle & Carriage Limited from 1994 to 2003 and PT
Astra International Tbk from 2000 to 2003. She is currently
a Director of Petronas Chemicals Group Berhad, Petronas
Dagangan Berhad, Prince Court Medical Centre Sdn Bhd and
Destination Resorts and Hotels Sdn Bhd.
Chiew Sin CheokMr. Chiew, aged 50, a Malaysian, is an alternate director
to Mr. Ben Keswick since 26 April 2008. He joined Jardine
Cycle & Carriage Limited as Group Finance Director on
1 November 2006. He has worked for the Jardine Matheson
Group since 1993 where he has held various senior fi nance
positions, prior to which he worked for Schroders and
Pricewaterhouse, both in London. He is a Commissioner
of PT Astra International Tbk and PT Astra Otoparts Tbk,
Vice President Commissioner of PT Astra Agro Lestari Tbk
and a member of the Audit and Advisory Committees of PT
Tunas Ridean Tbk. Mr. Chiew graduated from the London
School of Economics and Political Science with a Bachelor
of Science (Economics) degree and obtained a Masters in
Management Science degree from the Imperial College of
Science and Technology, London. He is a member of the
Institute of Chartered Accountants in England and Wales
and has completed the Advanced Management Program
at the Harvard Business School. Mr. Chiew is on the Board
of Governors of the Keswick Foundation, a charitable body
in Hong Kong.
Ho Yeng TatMr. Ho, aged 56, a Singaporean, became the alternate
director to Mr. Cheah Kim Teck on 26 April 2008. He has
been with Jardine Cycle & Carriage Limited since 1984 and
is now the Group Company Secretary as well as Director
of Group Corporate Affairs. He holds an LLB (Hons) degree
and MBA from the National University of Singapore. He is
also a graduate of the Association of Chartered Certifi ed
Accountants, United Kingdom.
Wong Kin FooMr. Wong, aged 45, a Malaysian, is the Chief Executive
Offi cer (“CEO”) of Cycle & Carriage Bintang Berhad (“CCB”),
and is responsible for CCB Group’s motor operations in
Malaysia. He has been with CCB Group since 1996 and
last held the position of Chief Operating Offi cer. Mr. Wong
is an Associate Chartered Management Accountant, United
Kingdom and is also a member of the Malaysian Institute
of Accountants. Mr. Wong held 3,000 ordinary shares of
RM1.00 each in CCB as at 29 February 2012.
None of the directors and CEO have any family relationships with any directors and/or substantial shareholders; any confl ict of interest with the
Company and any convictions for offences within the past 10 years other than traffi c offences.
7Cycle & Carriage Bintang Berhad Annual Report 2011
CORPORATE GOVERNANCE STATEMENT
The Board of Directors fully support the recommendations
of the Malaysian Code on Corporate Governance (“Code”)
which sets out the broad principles for good corporate
governance and best practices for listed companies.
The Board is committed to apply the recommendations
of the Code to ensure that good corporate governance is
practiced throughout the Group to effectively discharge its
responsibilities to protect and enhance shareholders’ value.
The Company has in place a Board Charter that sets out,
among others, the responsibilities, authorities, procedures
and structures of the Board and Board Committees as well
as the relationship between the Board with its management
and shareholders.
Set out below is a statement of how the Group has applied
the principles of the Code. The Board confi rms that the
Group has complied with the best practices in the Code
throughout the fi nancial year ended 31 December 2011.
A. DIRECTORS
The Board of DirectorsThe Board has overall responsibility for the strategic
direction of the Group. The Board meets regularly
to review corporate strategies, operations and the
performance of business units within the Group.
All Board members bring an independent judgement
to bear on issues of strategy, performance, resources
and standards of conduct.
MeetingsDuring the fi nancial year ended 31 December 2011, four
Board meetings were held. Set out below is the record
of attendance of the Board members:
Directors Designation Attendance
Benjamin
William Keswick
Chairman and
Non-Independent
Non-Executive Director
4/4
Datuk Syed Tamim
Ansari bin Syed
Mohamed
Deputy Chairman and
Non-Independent
Non-Executive Director
4/4
Tan Sri Dato’
Sulaiman bin
Sujak
Independent
Non-Executive Director
4/4
Cheah Kim Teck Non-Independent
Non-Executive Director
4/4
Vimala Menon Senior Independent
Non-Executive Director
4/4
Board Committees The Board has delegated specifi c responsibilities to
three Board Committees, namely the Audit, Remuneration
and Nomination Committees. These Committees have
the authority to deal with particular issues and report
to the Board with their recommendations, if any. The
ultimate responsibility for the fi nal decision on the
recommendations lies with the entire Board.
Board BalanceThe Board currently has fi ve members, comprising two
Independent Non-Executive Directors and three Non-
Independent Non-Executive Directors. Together, the
Directors bring a wide range of business and fi nancial
experience relevant to the direction and objectives of
the Group. A brief description of the background of each
Director is presented on pages 5 to 6.
A clear division of responsibility between the Chairman
and the CEO exists to ensure a balance of power
and authority. Formal position descriptions for the
Chairman and the CEO outlining their respective roles
and responsibilities are set out in the Board Charter.
In the event that the Group does not have CEO, the
Chief Operating Offi cer (“COO”) or such other person
appointed by the Board shall have overall charge of the
Group to the extent determined by the Board.
The composition of the Board is further balanced by
the presence of Independent Non-Executive Directors.
Although all Directors have equal responsibility for
the Group’s business directions and operations, the
role of these Independent Non-Executive Directors is
particularly important in ensuring that the strategies
proposed by the management are fully discussed and
evaluated, having considered the long term interests of
all interested parties, including shareholders, employees,
customers, suppliers and the community as a whole.
Vimala Menon, who is the Chairman of the Audit
Committee, acts as the Senior Independent Non-
Executive Director. Any concerns with regards to the
Group may be conveyed to her.
The interests of major shareholders and minority
shareholders are refl ected in the Board composition.
8 Cycle & Carriage Bintang Berhad Annual Report 2011
Supply of InformationManagement is duty bound to furnish the Board with
all material information for the Board to discharge
its responsibilities. In order for the Board to function
effectively, matters for the Board’s consideration are
presented to all the Directors with suffi cient time to
enable the Directors to examine the issues and to obtain
further explanation where necessary. As a general rule,
Board papers are circulated for the Directors’ review at
least fi ve days prior to any scheduled Board meeting.
The Board papers include, among others, the following:
• Minutes of previous Board meeting
• Minutes of meetings of Committees of the Board
• Directors’ Circular Resolutions
• Monthly performance report of the Group
• Operational matters
• Financial matters
• Funding requirements
• Business strategy matters
• Project papers
There is a schedule of matters reserved specifi cally for
the Board’s decision, including the approval of corporate
plans and budgets, acquisition and disposal of major
assets, major investments, changes to the management
and control structure of the Group and issues in respect
of key policies, procedures and authority limits.
The Board has also approved a procedure for Directors,
whether as a full Board or in their individual capacity,
to take independent advice, where necessary, at the
Group’s expense in furtherance of their duties.
All Directors have access to the advice and services of
the Company Secretary.
Appointments to the BoardThe Code endorses, as good practice, a formal procedure
for appointments to the Board, with a Nomination
Committee making recommendations to the Board.
The Code, however, states that this procedure may
be performed by the Board as a whole, although,
as a matter of best practice, it recommends that this
responsibility be delegated to a committee.
The Board has adopted the best practice and the
Nomination Committee has been given the responsibility
to recommend new appointments to the Board.
Nomination CommitteeThe present members of the Nomination Committee are:
• Tan Sri Dato’ Sulaiman bin Sujak (Chairman)
• Benjamin William Keswick
• Vimala Menon
This Committee met once during the fi nancial year. The
meeting was attended by all members. All the members
of this Committee are Non-Executive Directors and the
majority is independent including the Chairman of the
Committee.
The primary function of the Nomination Committee is to
recommend to the Board candidates for directorships of
the Company and its subsidiaries and Directors to fi ll the
seats on Board Committees.
In addition, the Nomination Committee assesses the
effectiveness of the Board, Board Committees and
contributions of each individual Director as well as the
CEO. It also ensures an appropriate framework and plan
for Board and management succession for the Group.
The Nomination Committee reviews annually and
recommends to the Board the structure, size, balance
and composition of the Board and Board Committees.
This requires a review of the required mix of skills
and experience including core competencies which
Non-Executive Directors should bring to the Board and
other qualities for the Board to function effectively and
effi ciently. The Company Secretary will ensure that all
appointments are properly made and that legal and
regulatory obligations are met.
Policy on External AppointmentsThe Group recognises that its Directors may be invited to
become directors of other companies and that exposure
to other organisations can broaden the experience and
knowledge of its Directors which will benefi t the Group.
Directors are therefore at liberty to accept other board
appointments so long as the appointment is not in
confl ict with the business of the Group and does not
adversely affect the Directors’ performance as a member
of the Board. All such appointments must fi rst be discussed
with the Chairman of the Board before being accepted.
Directors’ TrainingAs an integral part of the process of appointing new
Directors, the Nomination Committee ensures that
there is an orientation programme for new Board
members to familiarise themselves with the Company’s
businesses, their roles and responsibilities. From time
to time, Directors also receive further training on
developments which may have a bearing on their duties
and contribution to the Board, from professional bodies,
regulatory institutions and corporations.
In their effort to keep abreast with the changes in
the industry, legislation and regulations affecting the
Company, the Directors have in course of the year
attended briefi ngs, conferences or discussions on
various topics such as fi nancial reporting, economy,
governance, tax and strategic planning, including the
following:
CORPORATE GOVERNANCE STATEMENT
9Cycle & Carriage Bintang Berhad Annual Report 2011
• Singapore Perspectives 2011, covering topics on
economy, attributes of a global city and corporate
social responsibility
• Jardine Matheson: Group Legal Briefi ng on UK Bribery
Act 2010 & its impact on Jardine business
• IPS Corporate Associates’ talk by Ms Margaret
Heffernan on “Overcoming Wilful Blindness in
Business”
• Corporate Governance and Boardroom Issues in
Challenging Times
• Vietnam: Rising Star once more:
- The economic outlook
- The political & policy outlook
- The Business & Investor Perspective
• CEO Forum: Strategies for retaining key staff
• Corporate Tax Issues and Planning
• Asian Economies
• Malaysia transformed? In conversation with Idris Jala
Re-election and Appointment of DirectorsIn accordance with Article 103 of the Company’s Articles
of Association (“AA”), all Directors who are appointed
by the Board during the year are subject to election by
shareholders at the Annual General Meeting following
their appointment. Article 98 of the Company’s AA also
provide that at least one third of the remaining Directors
be subject to re-election by rotation at each Annual
General Meeting and all Directors are to offer themselves
for re-election once every three years.
B. DIRECTORS’ REMUNERATION The Company is guided by the objectives as
recommended by the Code to determine the
remuneration for Directors. Remuneration packages of
management are structured so as to link rewards to the
achievement of corporate and individual performance.
In the case of Non-Executive Directors, the level of
remuneration refl ects the level of responsibilities
undertaken by such Directors.
Remuneration ProcedureThe Remuneration Committee recommends to the
Board the framework of executive remuneration and its
cost, including the remuneration package for the CEO.
The Remuneration Committee also recommends the
framework of fees payable to Non-Executive Directors.
The Remuneration Committee may draw on the expertise
of consultants before making recommendations to the
Board. The fi nal decision on any remuneration package
offered to the CEO and the fees payable to Non-Executive
Directors are the responsibility of the entire Board.
Remuneration CommitteeThe present members of the Remuneration Committee are:
• Benjamin William Keswick (Chairman)
• Tan Sri Dato’ Sulaiman bin Sujak
• Vimala Menon
The Remuneration Committee had two meetings during
the fi nancial year which were attended by all members.
All the members of this Committee are Non-Executive
Directors and the majority is independent.
Remuneration PackageThe remuneration packages of Directors and
management are as follows:
(i) Basic SalaryThe Remuneration Committee recommends the
basic salary of the CEO after having considered his
performance. In the evaluation process, consideration
is given to the salary scales for similar jobs in the
industry.
(ii) Directors’ FeesDirectors’ fees are only payable to Non-Executive
Directors. The Remuneration Committee recommends
the framework of Directors’ fees to the Board.
The fees structure is determined after a study of
comparable organisations’ practices or available
professional studies/surveys as well as the level of
responsibilities involved.
Non-Executive Directors receive annual fi xed fees
based on the tenure of directorship and attendance
fees based on attendances at Board and Board
Committee meetings. The fees are paid quarterly in
arrears.
(iii) Bonus SchemeThe Group operates a bonus scheme for all employees,
including the CEO. The qualifi cation and eligibility
for the scheme is linked to the performance of the
Group’s business activities and an assessment of the
employees’ performance and contribution. The CEO’s
bonus is dependent on the level of profi t achieved
for the Group’s business activities against targets,
together with an assessment of his performance during
the year. Bonus payable to him is reviewed by the
Remuneration Committee and approved by the Board.
(iv) Benefi ts in KindOther customary benefi ts (such as car, driver, club
membership, allowances, etc.) are made available as
appropriate.
(v) Retirement Benefi tsContributions are made to the Employees Provident
Fund, the national mandatory defi ned contribution
plan, in respect of the CEO. The rate of contribution
is above the mandatory requirement in accordance
with the Group’s employment scheme, available to all
executive employees.
(vi) Service ContractThere is currently no service contract with any Director.
10 Cycle & Carriage Bintang Berhad Annual Report 2011
Directors’ RemunerationDirectors’ fees of RM338,000 were paid to the fi ve
Non-Executive Directors for the fi nancial year ended
31 December 2011. The number of Directors whose
remuneration fell within bands of RM50,000 is as
follows:
Range of remuneration Number of Non-Executive Directors
Less than RM50,000 1
RM50,000 – RM100,000 4
C. SHAREHOLDERS The board recognises the importance of maintaining an
effective communications policy that enables both the
Board and the Management to communicate effectively
with investors, stakeholders and general public.
Dialogue between the Company and InvestorsThe Company adheres strictly to the disclosure
requirements under the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
Results of the Group are announced quarterly to Bursa
Malaysia Securities Berhad via BursaLink. In addition,
material transactions and events are also announced
accordingly.
Investor relations within the Company can be viewed on
the Company’s website at www.ccb.com.my .
Annual General MeetingAt each Annual General Meeting, the Board presents the
performance of the business. The Chairman, CEO and
other Directors are available to respond to shareholders’
questions during the meeting.
Items of special business included in the notice of
Annual General Meeting will be accompanied by a full
explanation of the effects of a proposed resolution.
Separate resolutions are proposed for separate issues
at the meeting and the Chairman declares the number of
proxy votes received both for and against each separate
resolution where appropriate.
D. ACCOUNTABILITY AND AUDIT
Financial ReportingIn presenting the annual fi nancial statements to
shareholders and the announcements of quarterly
fi nancial results, the Board aims to present a balanced
assessment of the Group’s position and prospects.
Internal ControlThe Board acknowledges its responsibility for the
Group’s system of internal controls which covers fi nancial
control, operational and compliance controls as well as
risk management.
The Statement on Internal Control furnished on pages
11 to 12 of the Annual Report provides an overview of
the state of internal controls within the Group.
Relationship with External AuditorsKey features underlying the relationship of the Audit
Committee with External Auditors are included in the
Audit Committee’s terms of reference as detailed on
pages 14 to 15 of the Annual Report.
A summary of the activities of the Audit Committee
during the year are set out in the Audit Committee
Report on page 13 of the Annual Report.
E. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) The Group’s CSR efforts in 2011 focused mainly on
employees’ well-being and the community. The CSR
activities undertaken in 2011 were as follows:
(i) Long Service Awards and Academic Excellence Awards During the year, the Group continued with the Long
Service Awards and Academic Excellence Awards
Presentation. The Long Service Awards presentation
recognises the contribution and loyalty of employees
within the Group. The Academic Excellence Awards
Presentation encourages and recognises the
academic excellence of the children of the Group’s
employees.
(ii) Team Building activitiesTeam Building activities were held during the year
to foster better relationship and teamwork among
employees of the Group.
(iii) Fund raising activity and donationThe Group held a fund raising activity for the
National Cancer Society of Malaysia (“NCSM”)
during its road show at Bangsar Shopping Centre.
In addition, the Group also made fi nancial contribution
to support NCSM’s education, care, support, subsidy
and maintenance programmes for their 5 centres
namely, Women’s Cancer Detection Centre, Nuclear
Medicine Centre, Resource and Wellness Centre,
Cancer Treatment Centre and Children’s Home of Hope.
CORPORATE GOVERNANCE STATEMENT
11Cycle & Carriage Bintang Berhad Annual Report 2011
IntroductionThe preparation of this statement is in compliance with
paragraph 15.26(b) of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“BMSB”) which
requires the Board of Directors of public listed companies to
include in its Annual Report a “statement about the state of
internal control of the listed issuer as a group”. The Board
is committed to maintaining sound internal control in the
Group and is pleased to provide the following Statement of
Internal Control for the fi nancial year ended 31 December
2011.
ResponsibilityThe Board of Directors recognises the importance of
sound internal controls and risk management practices to
good corporate governance. The Board affi rms its overall
responsibility for the Group’s systems of internal controls
and risk management, and for reviewing the adequacy and
effectiveness of the internal control and risk management
systems. It should however be noted that such systems of
internal controls and risk management are only designed
to manage rather than totally eliminate the risk of failure
to achieve business objectives. Accordingly, such systems
can only provide reasonable rather than absolute assurance
against material losses, misstatements or other signifi cantly
adverse consequences.
Risk Management FrameworkThe Group has in place a formal risk management process
to identify, evaluate and manage signifi cant risks impacting
the Group. The process is supported by policies as well
as detailed procedures, methodologies, evaluation criteria
and documentation requirements to ensure clarity and
consistency of application across the Group.
STATEMENT OF INTERNAL CONTROL
The process requires management to comprehensively
identify and assess all types of risks in terms of likelihood,
velocity and magnitude of impact as well as to identify and
evaluate the adequacy and application of mechanisms in
place to manage, mitigate, avoid or eliminate these risks.
The process encompasses assessments and evaluations
at business unit process level before being examined on a
Group perspective.
At least once a year, a written report is presented to the
Audit Committee on the signifi cant risks impacting the
Group and the measures taken by the management to
address such risks. The report will also highlight residual
exposures along with an appropriate management action
plan to manage or mitigate such exposures. Any internal or
external changes that may signifi cantly impact the risks and
control spectrum will also be highlighted.
Control Structure and EnvironmentThe embedded control system is designed to facilitate
achievement of the Group’s business objectives. It comprises
the following:
• Organisation structure with well defi ned lines of responsibility and delegated authorityThe organisation structure includes defi ned lines
of responsibility and delegation of authority to the
Committees of the Board, the CEO and operating units
through defi ned sets of terms of references, position
descriptions and authorisation levels for all aspects of
the business as set out in the Board Charter and Limits
of Authority. Besides the predominantly non-executive
standing committees such as Audit, Nomination and
Remuneration Committees, the Board is supported
operationally by the Management Committee which
consists of senior members of the organisation including
the CEO. The Management Committee convenes regularly
to discuss its strategic business agenda thus channelling
appropriate inputs to the Board for its oversight of the
Group’s operations and maintenance of effective control
over the entire operations.
12 Cycle & Carriage Bintang Berhad Annual Report 2011
• Independence of the Audit CommitteeThe Audit Committee comprises non-executive members
of the Board, with the majority being Independent
Directors. The Committee has full and unrestricted access
to any information pertaining to the Group and has
direct communication channels with the external and
internal auditors. The primary objectives of the Audit
Committee are to assist the Board in monitoring the
Group’s management of its business and fi nancial risks
and the determination of appropriate internal controls to
manage these risks.
• Comprehensive budgeting and monitoring processesDetailed and comprehensive budgets for both business
and support units are prepared on an annual basis for
approval by the Board together with an indication of
future business directions under a two-year operating
plan. Actual performance is monitored against the
budget on a monthly basis and appropriate explanations
documented for signifi cant variances. Periodical forecasts
are also carried out to update changes in business
environment. Management accounts packages detailing
performance of business and support units against
budget, forecast, prior year results and key business
indicators are tabled and deliberated at the Management
Committee and Board meetings for proper monitoring of
performance.
Monitoring and ReviewThe effectiveness of the Group’s systems of internal
controls and risk management are monitored through
periodical review of business processes, the state of internal
controls and business risk profi le by operating units. The
results of the review will be examined by a team within
the organisation and after due processes, Management
will identify signifi cant areas to be reported to the Audit
Committee.
Independent appraisals by internal auditors also
ensure compliance with policies, procedures, standards
and legislation and give reasonable assurance of the
effectiveness of the Group’s systems of internal controls and
risk management.
STATEMENT OF INTERNAL CONTROL
Review of this statementPursuant to paragraph 15.23 of the Main Market Listing
Requirements of BMSB, the external auditors have
reviewed this statement for inclusion in the Annual Report
of the Group for the fi nancial year ended 31 December
2011 and reported to the Board that nothing has come
to their attention that causes them to believe that this
statement is inconsistent with their understanding of the
process adopted by the Board in reviewing the adequacy
and integrity of the systems of internal controls and risk
management.
Conclusion For the fi nancial year under review and up to the date of
issuance of the Financial Statements, the Board is satisfi ed
with the adequacy, integrity and effectiveness of the Group’s
systems of internal controls and risk management. No
material losses, contingencies or uncertainties have arisen
from any inadequacy or failure of the Group’s systems of
internal controls and risk management that would require
separate disclosure in the Group’s Annual Report.
13Cycle & Carriage Bintang Berhad Annual Report 2011
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors was formed
in 1977. The present members of the Committee are:
• Vimala Menon (Chairman)
• Tan Sri Dato’ Sulaiman bin Sujak
• Cheah Kim Teck
The members of the Audit Committee consist solely of Non-
Executive Directors, the majority of whom are independent.
The independent members are Vimala Menon as Chairman
and Tan Sri Dato’ Sulaiman bin Sujak as member. The Non-
Independent Director is Cheah Kim Teck.
The Committee held four meetings during the year. The
meetings were attended by all members. Members of senior
management attended these meetings upon invitation by
the Chairman of the Committee. The Group’s internal and
external auditors attended all the meetings during the year.
Set out below is the record of attendance of the Audit
Committee members:
Audit Committee Members Attendance
Vimala Menon 4/4
Tan Sri Dato’ Sulaiman bin Sujak 4/4
Cheah Kim Teck 4/4
The terms of reference of the Audit Committee are set out
on pages 14 to 15.
During the fi nancial year, the Audit Committee carried out its
duties as set out in the terms of reference. In particular, the
functions of the Audit Committee are to review accounting
policies, internal controls, statutory fi nancial statements and
related party transactions of the Company and its subsidiary
companies on behalf of the Board of Directors.
In performing its functions, the Audit Committee reviewed
the overall scope of internal audit. It met with the Group’s
internal auditors to discuss the results of their examinations
and their evaluation of the system of internal controls of the
Company and its subsidiary companies.
In addition, the Audit Committee discussed with the external
auditors the audit plan which states the nature and scope
of audit and the results of examination arising from the
external audit.
The Audit Committee also reviewed the quarterly
announcements to BMSB and the fi nancial statements of the
Company and the consolidated fi nancial statements of the
Group as well as the statutory auditors’ report thereon.
The Audit Committee recommended to the Board of
Directors, subject to the shareholders’ approval, the
selection of the Company’s and its subsidiary companies’
statutory auditors.
In its endeavour to fulfi ll its responsibilities, the Audit
Committee focused its attention on key aspects of business
operations that have signifi cant impact not only on
profi tability but also the quality of services provided to
customers.
Other main issues discussed by the Audit Committee are as
follows:
• Review of the Group’s risk management reports;
• The new Financial Reporting Standards issued by
the Malaysian Accounting Standards Board and their
applicability to the consolidated fi nancial statements for
the fi nancial year ended 31 December 2011; and
• The disclosure requirements of the Main Market Listing
Requirements of BMSB.
Internal Audit FunctionThe Group uses the services of the Jardine Matheson
Group Internal Auditors to accomplish its internal audit
requirements. The Group Internal Auditors report to the Audit
Committee on matters concerning the Group and assists the
Board of Directors in monitoring and managing risks and
internal controls.
The Group Internal Auditors review internal controls in all
key activities of the Group and recommend improvement
in controls and procedures. The Group Internal Auditors
are independent of the activities they audit and perform
with impartiality and due professional care. Findings of the
Group Internal Auditors are reported regularly to the Audit
Committee.
The Audit Committee approves the internal audit plan of
the Group Internal Auditors each year. The scope of the
internal audit covers the audits of signifi cant units and
operations, including subsidiaries. In addition, the Group
Internal Auditors also audit the various computer application
systems and network of the Group.
During the year, the management worked hand in hand
with the Group Internal Auditors in identifying risk areas,
implementing control measures and monitoring controls.
The monitoring process will form the basis for continually
improving the risk management process in the context of
the Group’s overall goals.
In the course of auditing, the Group Internal Auditors have
identifi ed some minor internal control weaknesses during
the year, which have been or are being addressed. None
of the weaknesses have resulted in any material losses,
contingencies or uncertainties that would require disclosure
in the Group’s Annual Report.
14 Cycle & Carriage Bintang Berhad Annual Report 2011
AUDIT COMMITTEE TERMS OF REFERENCE
PurposeThe Audit Committee is established as a committee of the
Board of Directors. The primary objectives of the Audit
Committee are to:
1. Provide assistance to the Board in fulfi lling its statutory
and fi duciary responsibilities for review of the Company
and its subsidiaries (“the Group”) and monitoring the
Group’s management of business/fi nancial risk processes
and accounting and fi nancial reporting practices;
2. Determine that the Group has adequate administrative,
operational and internal accounting controls and that
the Group is operating in accordance with its prescribed
procedures, codes of conduct and applicable legal and
regulatory requirements;
3. Serve as an independent and objective party in the
review of the fi nancial information presented by
management for distribution to shareholders and the
general public; and
4. Provide direction and oversight over the internal audit
function and the external auditors to enhance their
independence from management.
MembershipThe Audit Committee shall have at least three members. All
the members must be non-executive directors and fi nancially
literate with a majority of them being independent directors.
The chairperson of the Committee shall be an independent
director.
At least one member of the Committee, preferably an
independent director, must meet the criteria set by the Main
Market Listing Requirements of BMSB (Paragraph 15.09(1)(c)).
Audit Committee members and the chairperson shall be
appointed by the Board based on the recommendations of
the Nomination Committee. No alternate directors shall be
appointed to the Audit Committee.
If a member of the Committee resigns, dies or for any
reason ceases to be member resulting in non-compliance
with the above paragraphs, the Board shall, within three
(3) months of that event, appoint such number of new
members as may be required.
The Audit Committee shall have no executive powers.
Committee’s Operating PrinciplesThe Audit Committee wherever necessary and reasonable for
the performance of its duties, shall in accordance with the
procedures determined by the Board and at the cost of the
Group:
1. Have authority to investigate any matter within its terms
of reference;
2. Have the resources which are required to perform its
duties;
3. Have full and unrestricted access to any information
pertaining to the Group;
4. Have direct communication channels with the external
auditors and internal auditors;
5. Be able to obtain independent professional advice or
other advice; and
6. Be able to convene meetings with the external auditors,
the internal auditors or both, excluding the attendance
of other directors and employees of the Company,
whenever deemed necessary.
MeetingsThe Committee shall meet at least four (4) times each
year. Additional meetings shall be scheduled as considered
necessary by the Committee or chairperson. The Committee
may establish procedures from time to time to govern its
meetings, keeping of minutes and its administration.
The Committee may request other directors, members
of management, counsels, internal auditors and external
auditors, as applicable to participate in Committee meetings,
as necessary, to carry out the Committee’s responsibilities.
It shall be understood that either internal or external
auditors, may, at any time, request a meeting with the Audit
Committee with or without management attendance.
The external auditors shall be given notice of meetings and
shall have the right to attend and speak.
At least twice a year, the Committee shall meet with the
external auditors without the presence of executive Board
members.
The Secretary of the Committee shall be appointed by the
Committee from time to time. Committee meeting agendas
shall be the responsibility of the Committee chairperson
with input from Committee members. The chairperson may
also ask management to participate in this process. The
agenda for each meeting shall be circulated at least fi ve
(5) days before each meeting to the Committee members,
the external auditors and all those who are required to
attend the meeting. Written materials including information
requested by the Committee from management, internal
audit and external auditors shall be received together with
the agenda for the meetings.
The Committee shall cause minutes to be duly entered in
the books provided for the purpose of all resolutions and
proceedings of all meetings of the Committee. Such minutes
shall be signed by the chairperson of the meeting at which
the proceedings were held or by the chairperson of the next
succeeding meeting and if so signed, shall be conclusive
evidence without any further proof of the facts thereon stated.
15Cycle & Carriage Bintang Berhad Annual Report 2011
Minutes of each meeting shall also be distributed to all
attendees (members) of the Audit Committee meeting and
external auditors.
The Committee, through its chairperson, shall report to the
Board after each meeting. The minutes of the Committee
meeting shall be available to all Board members.
Circular Resolutions signed by all the members shall be
valid and effective as if it had been passed at a meeting of
the Audit Committee.
Scope of ActivitiesThe duties of the Audit Committee shall include the
following:
1. To recommend appointment of the external auditors and
their fees and consider any questions of resignation or
dismissal including whether there is reason (supported
by grounds) to believe that the external auditors are not
suitable for re-appointment;
2. To review the external auditors’ proposed scope and
approach before the audit commences and ensure
coordination where more than one audit fi rm is involved;
3. To review the quarterly fi nancial announcements and
year-end fi nancial statements of the Group, prior to the
approval by the Board, focusing particularly on:
• changes in or implementation of major accounting
policies;
• signifi cant and unusual events;
• signifi cant adjustments arising from the audit;
• going concern assumption; and
• compliance with accounting standards and other
legal requirements.
4. To discuss problems and reservations arising from
interim and fi nal audits and any matter the auditor may
wish to discuss (in the absence of management where
necessary) including assistance given by employees of
the Group to the auditor;
5. To review with the external auditors, their evaluation of
the system of internal controls, including any signifi cant
suggestions for improvements and management’s
response;
6. To review with the external auditors, their audit report;
7. To review the Group’s business risk management
process, including adequacy of the Group’s overall
control environment and controls in selected areas
representing signifi cant fi nancial and business risk;
8. To do the following where an internal audit function
exists:
• review the adequacy of the scope, function,
competency and resources of the internal audit
function and that it has the necessary authority to
carry out its work;
• review the internal audit programme, process and
results of the internal audit programme, processes
or investigation undertaken and where necessary
ensure that appropriate action is taken on the
recommendations of the internal audit function;
• ensure that the internal audit function is
independent of the activities it audits; the internal
audit function should be free from interference in
determining the scope of internal audit, performing
work and communicating results; and
• ensure that the internal audit function reports
directly to the Committee.
9. To review any related party transactions and confl ict
of interest situation that may arise within the Group
including any transaction, procedure or course of
conduct that raises questions of management integrity;
10. To review the major fi ndings of internal investigations
and management’s response;
11. To review management’s monitoring of compliance with
the Group’s code of corporate conduct;
12. To review with the Group’s counsels, any legal matters
that could have a signifi cant impact on the Group’s
fi nancial statements;
13. To verify at the end of each fi nancial year, the allocation
of options under a share scheme for employees to
ensure compliance with the allocation criteria determined
by the Remuneration Committee and in accordance
with the Bye-Laws of the relevant Option Scheme. A
statement by the Committee verifying such allocation
shall be included in the annual report;
14. To review the fi ndings of any investigation by regulatory
authorities;
15. Where the Audit Committee is of the view that a matter
reported by it to the Board has not been satisfactorily
resolved resulting in a breach of BMSB’s requirements,
the Audit Committee must promptly report such matters
to BMSB; and
16. Perform other oversight functions as requested by the
Board.
16 Cycle & Carriage Bintang Berhad Annual Report 2011
In compliance with the Main Market Listing Requirements
of BMSB, the following information is provided:
Non-Statutory Audit FeesThe amount of non-statutory audit fees paid and payable to
the external auditors by the Company and its subsidiaries
for the fi nancial year ended 31 December 2011 are as
follows:
RM’000
PricewaterhouseCoopers 22
PricewaterhouseCoopers Taxation Services Sdn. Bhd. 84
Total 106
Material ContractsNeither the Company nor any of its subsidiaries have
entered into any contracts which are or may be material
(not being contracts entered into in the ordinary course
of business) involving Directors’ and major shareholders’
interests since the end of the previous fi nancial year.
Recurrent Related Party TransactionsThe Company had at the Annual General Meeting held on 20
April 2011 obtained a shareholders’ mandate for the Group
to enter into recurrent transactions of a revenue or trading
nature, which are necessary for its day-to-day operations
and are in the ordinary course of business, with related
parties. The said general mandate has been in effect from
20 April 2011 until the conclusion of the forthcoming Annual
General Meeting of the Company. The Company intends to
seek a renewal of the said general mandate for recurrent
related party at the forthcoming Annual General Meeting of
the Company.
ADDITIONAL COMPLIANCE INFORMATION
STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE FINANCIAL STATEMENTS
The details of the new mandate to be sought have been
furnished in the Circular to Shareholders dated 29 March
2012 together with this Annual Report.
Details of related party transactions are disclosed in Note
29 to the fi nancial statements, of which none of the
aggregate value of transactions conducted pursuant to the
shareholders’ mandate during the fi nancial year exceeds the
applicable prescribed threshold under paragraph 10.09(2)(e)
of the Main Market Listing Requirements of BMSB.
Sanctions or PenaltiesDuring the fi nancial year, there were no sanctions and/or
penalties imposed on the Company and its subsidiaries,
Directors or management by the relevant regulatory bodies.
OthersThe Company does not have the following activities during
the fi nancial year:
• Utilisation of proceeds raised from any proposal
• Share buy-backs
• Issuance of options or convertible securities
• Depository receipt programme sponsored
by the Company
• Announcement of profi t estimation,
forecast and projections
• Receipt of profi t guarantee
• Employee share option scheme (“ESOS”)
The Directors are required by the Companies Act, 1965 to
prepare fi nancial statements for each fi nancial year which
have been made out in accordance with the applicable
approved accounting standards for entities other than
private entities and give a true and fair view of the state of
affairs of the Group and of the Company at the end of the
fi nancial year and of the results and cash fl ows of the Group
and of the Company for the fi nancial year.
In preparing the fi nancial statements, the Directors have:
• selected suitable accounting policies and applied them
consistently;
• made judgements and estimates that are reasonable and
prudent;
• ensured that all applicable accounting standards for
entities other than private entities have been followed;
and
• prepared fi nancial statements on a going concern basis
as the Directors have a reasonable expectation, having
made enquiries, that the Group and the Company have
adequate resources to continue operations for the
foreseeable future.
The Directors acknowledge the responsibility for ensuring
that the Company keeps accounting records which disclose
with reasonable accuracy the fi nancial position of the Group
and of the Company and which enable them to ensure that
the fi nancial statements comply with the Companies Act,
1965.
The Directors have overall responsibilities for taking such
steps as are reasonably open to them to safeguard the
assets of the Group, to prevent and detect fraud and other
irregularities.
17Cycle & Carriage Bintang Berhad Annual Report 2011
18 Directors’ Report
21 Statement by Directors
21 Statutory Declaration
22 Independent Auditors’ Report
24 Consolidated Statement of Comprehensive Income
25 Consolidated Statement of Financial Position
26 Consolidated Statement of Changes in Equity
27 Consolidated Statement of Cash Flows
28 Company Statement of Comprehensive Income
29 Company Statement of Financial Position
30 Company Statement of Changes in Equity
31 Company Statement of Cash Flows
32 Summary of Signifi cant Accounting Policies
41 Notes to the Financial Statements
STATUTORY FINANCIAL STATEMENTS
18 Cycle & Carriage Bintang Berhad Annual Report 2011
DIRECTORS’ REPORT
The directors submit their Annual Report to the members together with the audited fi nancial statements of the Group and of
the Company for the fi nancial year ended 31 December 2011.
Principal ActivitiesThe principal activities of the Company consist of the retailing of motor vehicles, sale of spare parts and servicing of vehicle,
whilst the principal activities of the subsidiary companies are stated in Note 28 to the fi nancial statements. There have been
no signifi cant changes in the nature of these activities during the fi nancial year.
Financial Results
Group Company RM’000 RM’000
Profit before tax 34,226 30,643
Tax expense (7,605) (6,542)
Net profi t attributable to shareholders 26,621 24,101
DividendsThe dividends paid or declared by the Company since 31 December 2010 are as follows:
RM’000
In respect of the fi nancial year ended 31 December 2010:
As shown in the Directors’ report for the fi nancial year, fi nal gross dividend of 5 sen per share
on 100,744,500 ordinary shares, less 25% income tax, paid on 27 May 2011 3,778
In respect of the fi nancial year ended 31 December 2011:
Interim dividend comprising a gross dividend of 3.93 sen per share less income tax of 25%
and single-tier dividend of 1.07 sen per share on 100,744,500 ordinary shares,
paid on 26 August 2011 4,047
7,825
The directors now recommend the payment of a fi nal single-tier dividend of 5 sen per ordinary share on 100,744,500 ordinary
shares amounting to about RM5,037,000 which, subject to the approval of members at the forthcoming Annual General Meeting
of the Company, will be paid on 25 May 2012 to shareholders whose names appear in the Company’s Register of Members and
Record of Depositors on 30 April 2012.
Reserves And ProvisionsMaterial transfers to or from reserves and provisions during the fi nancial year are shown in the fi nancial statements.
DirectorsThe directors who have held offi ce during the period since the date of the last report are:
Benjamin William Keswick
Datuk Syed Tamim Ansari bin Syed Mohamed
Tan Sri Dato’ Sulaiman bin Sujak
Cheah Kim Teck
Vimala A/P V.R. Menon
Chiew Sin Cheok (Alternate director to Benjamin William Keswick)
Ho Yeng Tat (Alternate director to Cheah Kim Teck)
Mohkam Singh A/L Tara Singh (Alternate director to Datuk Syed Tamim Ansari bin Syed Mohamed) (resigned on 15.2.2012)
In accordance with the Company’s Articles of Association, Vimala A/P V.R. Menon retires by rotation at the forthcoming Annual
General Meeting and, being eligible, offers herself for re-election.
In accordance with Section 129 of the Companies Act, 1965, Tan Sri Dato’ Sulaiman bin Sujak being over seventy years of age,
retires at the forthcoming Annual General Meeting and offers himself for re-appointment.
19Cycle & Carriage Bintang Berhad Annual Report 2011
Directors’ BenefitsDuring and at the end of the fi nancial year, no arrangements subsisted to which the Company is a party, with the object or
objects of enabling directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the
Company or any other body corporate.
Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than those
disclosed in Note 5 to the fi nancial statements) by reason of a contract made by the Company or a related corporation with
the director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest other
than share options.
Directors’ Interests in SharesAccording to the register of directors’ shareholdings, particulars of interests of directors who held offi ce at the end of the
fi nancial year in the ordinary shares and options over ordinary shares in the Company and its related corporations are as
follows:
Number of ordinary shares At At 1.1.2011 Acquired Sold 31.12.2011
Shares in Jardine Cycle & Carriage Limited (“JCCL”) held by:
Cheah Kim Teck 20,189 0 0 20,189
Ho Yeng Tat 21,833 20,000 (18,000) 23,833
Options over ordinary shares At At 1.1.2011 Granted Exercised 31.12.2011
Options in JCCL held by:
Ho Yeng Tat 20,000 0 (20,000) 0
Number of ordinary shares of US$0.25 each At At 1.1.2011 Acquired Sold 31.12.2011
Shares in Jardine Matheson Holdings Limited (“JMHL”) held by:
Benjamin William Keswick 2,273,890 113,951 (11,000) 2,376,841
Benjamin William Keswick # 37,351,128 780,817 0 38,131,945
# Deemed interest in shares held by family trusts in which Benjamin William Keswick is a benefi ciary.
At 31 December 2011, Benjamin William Keswick had deemed interests in 35,915,991 ordinary shares in JMHL as one of the
discretionary objects under the 1947 Trust, the income of which is available for distribution to senior executive offi cers and
employees of JMHL and its wholly owned subsidiaries.
Options over ordinary shares of US$0.25 each At At 1.1.2011 Granted Exercised 31.12.2011
Options in JMHL held by:
Benjamin William Keswick 250,000 0 (60,000) 190,000
Chiew Sin Cheok 20,000 0 0 20,000
None of the other directors who held offi ce at the end of the fi nancial year held any interest in shares in the Company or its
related corporations during the fi nancial year.
20 Cycle & Carriage Bintang Berhad Annual Report 2011
Other Statutory InformationBefore the statements of comprehensive income and statements of the fi nancial position of the Group and of the Company were
made out, the directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
impaired receivables and satisfi ed themselves that all known bad debts had been written off and that adequate allowance
had been made for impaired receivables; and
(b) to ensure that any current assets, which were unlikely to realise their values as shown in the accounting records of the
Group and of the Company in the ordinary course of business had been written down to an amount which they might be
expected so to realise.
At the date of this report, the directors are not aware of any circumstances:
(a) which would render the amounts written off for bad debts or the amount of the allowance for impaired receivables in the
fi nancial statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the fi nancial statements of the Group and of the Company
misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of
the Company misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months
after the end of the fi nancial year which, in the opinion of the directors, will or may substantially affect the ability of the Group
or of the Company to meet their obligations when they fall due.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group or of the Company which has arisen since the end of the fi nancial year which secures
the liability of any other person; or
(b) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the fi nancial
statements which would render any amount stated in the fi nancial statements misleading.
In the opinion of the directors,
(a) the results of the Group’s and of the Company’s operations during the fi nancial year were not substantially affected by any
item, transaction or event of a material and unusual nature; and
(b) there has not arisen in the interval between the end of the fi nancial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Group or of the
Company for the fi nancial year in which this report is made.
Ultimate Holding CompanyThe directors regard Jardine Matheson Holdings Limited, a company incorporated in Bermuda, as the Company’s ultimate
holding company.
AuditorsThe auditors, PricewaterhouseCoopers, have expressed their willingness to continue in offi ce.
Signed on behalf of the Board of Directors in accordance with their resolution dated 15 February 2012.
Benjamin William Keswick Vimala A/P V.R. Menon
Director Director
DIRECTORS’ REPORT
21Cycle & Carriage Bintang Berhad Annual Report 2011
We, Benjamin William Keswick and Vimala A/P V.R. Menon, two of the directors of Cycle & Carriage Bintang Berhad, state that,
in the opinion of the directors, the fi nancial statements set out on pages 24 to 63 are drawn up so as to give a true and fair
view of the fi nancial position of the Group and of the Company as at 31 December 2011 and of the fi nancial performance and
cash fl ows of the Group and of the Company for the fi nancial year ended on that date in accordance with the Financial Reporting
Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of
the Companies Act, 1965.
The information set out in Note 34 on page 64 to the fi nancial statements has been prepared in accordance with the Guidance
on the Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the context of Disclosure Pursuant to
Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”).
Signed on behalf of the Board of Directors in accordance with their resolution dated 15 February 2012.
Benjamin William Keswick Vimala A/P V.R. Menon
Director Director
STATUTORY DECLARATIONPursuant to Section 169(16) of the Companies Act, 1965
I, Wong Yee Ying, the offi cer primarily responsible for the fi nancial management of Cycle & Carriage Bintang Berhad, do solemnly
and sincerely declare that the fi nancial statements set out on pages 24 to 64 are, in my opinion, correct, and I make this
solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations
Act, 1960.
Wong Yee Ying
Subscribed and solemnly declared by the above named Wong Yee Ying.
At: Kuala Lumpur
On: 15 February 2012
Before me :
Commissioner for Oaths
STATEMENT BY DIRECTORSPursuant to Section 169(15) of the Companies Act, 1965
22 Cycle & Carriage Bintang Berhad Annual Report 2011
Report on the Financial StatementsWe have audited the fi nancial statements of Cycle & Carriage Bintang Berhad on pages 24 to 63, which comprise the statements
of fi nancial position as at 31 December 2011 of the Group and of the Company, and the statements of comprehensive income,
changes in equity and cash fl ows of the Group and of the Company for the fi nancial year then ended, and a summary of
signifi cant accounting policies and other explanatory notes, as set out on Notes 1 to 33.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of fi nancial statements that give a true and fair view in
accordance with Financial Reporting Standards in Malaysia and the Companies Act, 1965, and for such internal control as the
directors determine are necessary to enable the preparation of fi nancial statements that are free from material misstatement,
whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the fi nancial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the fi nancial statements have been properly drawn up in accordance with the Financial Reporting Standards
in Malaysia and the Companies Act 1965 so as to give a true and fair view of the fi nancial position of the Group and of the
Company as of 31 December 2011 and of their fi nancial performance and cash fl ows for the fi nancial year then ended.
Report on Other Legal and Regulatory RequirementsIn accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries have been properly kept in accordance with the provisions of the Act.
(b) We are satisfi ed that the fi nancial statements of the subsidiaries that have been consolidated with the Company’s fi nancial
statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements
of the Group and we have received satisfactory information and explanations required by us for those purposes.
(c) Our audit reports on the fi nancial statements of the subsidiaries did not contain any qualifi cation or any adverse comment
made under Section 174(3) of the Act.
INDEPENDENT AUDITORS’ REPORTTo the Members of Cycle & Carriage Bintang Berhad (Incorporated in Malaysia) (Company No. 7378 D)
23Cycle & Carriage Bintang Berhad Annual Report 2011
Other Reporting ResponsibilitiesThe supplementary information set out in Note 34 on page 64 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad and is not part of the fi nancial statements. The directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in
the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute
of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary
information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia
Securities Berhad.
Other MattersThis report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
PricewaterhouseCoopers Jayarajan A/L U. Rathinasamy
(No. AF: 1146) (No. 2059/06/12 (J))
Chartered Accountants Chartered Accountant
Kuala Lumpur
15 February 2012
24 Cycle & Carriage Bintang Berhad Annual Report 2011
Note 2011 2010 RM’000 RM’000
REVENUE 4 677,962 589,246
Cost of sales (598,546) (523,282)
Gross profit 79,416 65,964
Other operating income
– dividend income from available-for-sale investment 11,229 11,229
– rental income 3,027 2,783
– others 4,812 5,978
Selling and distribution costs (43,771) (32,504)
Administrative expenses (19,984) (18,402)
OPERATING PROFIT 34,729 35,048
FINANCE COST – interest expense on borrowings (503) (254)
SHARE OF RESULTS OF AN ASSOCIATED COMPANY 14 0 205
PROFIT BEFORE TAX 34,226 34,999
INCOME TAX EXPENSE 6 (7,605) (8,223)
NET PROFIT FOR THE FINANCIAL YEAR 7 26,621 26,776
OTHER COMPREHENSIVE INCOME, NET OF TAX
Available-for-sale investment – fair value change arising during the financial year (3,396) (3,088)
TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 23,225 23,688
NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 26,621 26,776
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 23,225 23,688
Attributable to:
OWNERS OF THE PARENT 23,225 23,688
Sen Sen
Basic earnings per share attributable to shareholders of the Company 9 26.42 26.58
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these fi nancial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 2011
25Cycle & Carriage Bintang Berhad Annual Report 2011
Note 2011 2010 RM’000 RM’000
NON-CURRENT ASSETS
Intangible assets 10 9,842 0
Property, plant and equipment 11 73,901 68,446
Investment in an associated company 14 & 28 0 0
Available-for-sale investment 15 69,739 73,135
Deferred tax assets 16 1,029 879
154,511 142,460
CURRENT ASSETS
Inventories 17 76,362 45,614
Tax recoverable 680 185
Trade and other receivables 18 51,539 42,251
Cash and cash equivalents 19 37,818 47,446
166,399 135,496
TOTAL ASSETS 320,910 277,956
CURRENT LIABILITIES
Provisions for liabilities and charges 20 2,051 991
Current tax liabilities 880 607
Trade and other payables 21 121,399 100,277
Borrowings 23 5,043 0
129,373 101,875
NON-CURRENT LIABILITIES
Borrowings 23 56 0
TOTAL LIABILITIES 129,429 101,875
NET ASSETS 191,481 176,081
EQUITY
CAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
Share capital 24 100,745 100,745
Share premium 23,857 23,857
Retained profits 25 63,143 44,347
Fair value reserve 3,736 7,132
TOTAL EQUITY 191,481 176,081
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these fi nancial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2011
26 Cycle & Carriage Bintang Berhad Annual Report 2011
CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the financial year ended 31 December 2011
Attributable to shareholders of the Company
Issued and fully paid ordinary shares of RM1 each
Number Nominal Share Fair value Retained of shares value premium reserve profits Total ’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2011 100,745 100,745 23,857 7,132 44,347 176,081
Total comprehensive income
for the financial year 0 0 0 (3,396) 26,621 23,225
Transactions with owners:
Dividends for the financial year
ended (Note 8):
– 31 December 2010 (final) 0 0 0 0 (3,778) (3,778)
– 31 December 2011 (interim) 0 0 0 0 (4,047) (4,047)
At 31 December 2011 100,745 100,745 23,857 3,736 63,143 191,481
At 1 January 2010 100,745 100,745 23,857 10,220 25,127 159,949
Total comprehensive income
for the financial year 0 0 0 (3,088) 26,776 23,688
Transactions with owners:
Dividends for the financial year
ended (Note 8):
– 31 December 2009 (final) 0 0 0 0 (3,778) (3,778)
– 31 December 2010 (interim) 0 0 0 0 (3,778) (3,778)
At 31 December 2010 100,745 100,745 23,857 7,132 44,347 176,081
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these financial statements.
27Cycle & Carriage Bintang Berhad Annual Report 2011
CONSOLIDATED STATEMENT OF CASH FLOWSFor the financial year ended 31 December 2011
Note 2011 2010 RM’000 RM’000
OPERATING ACTIVITIES
Net cash flow from operations 26 17,550 53,733
Interest paid (503) (254)
Interest received 530 604
Income tax paid (10,122) (8,039)
Warranty and other provisions utilised (102) (1)
(10,197) (7,690)
Net cash flow from operating activities 7,353 46,043
INVESTING ACTIVITIES
Proceeds from disposal of plant and equipment 39 81
Purchase of plant and equipment (1,585) (1,178)
Interim capital distribution received from an associated company 0 400
Net cash outflow from acquisition of a subsidiary company 27 (14,180) 0
Dividend received from available-for-sale investment 11,229 11,229
Net cash flow (used in)/from investing activities (4,497) 10,532
FINANCING ACTIVITIES
Drawdown of banker acceptance 52,000 40,000
Repayment of banker acceptance/revolving credit (56,292) (70,000)
Repayment of finance lease (367) 0
Dividends paid (7,825) (7,556)
Net cash fl ow used in fi nancing activities (12,484) (37,556)
NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR (9,628) 19,019
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 47,446 28,427
CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 19 37,818 47,446
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these fi nancial statements.
28 Cycle & Carriage Bintang Berhad Annual Report 2011
Note 2011 2010 RM’000 RM’000
REVENUE 4 525,667 525,141
Cost of sales (463,276) (465,931)
Gross profit 62,391 59,210
Other operating income
– dividend income from available-for-sale investment 11,229 11,229
– rental income 3,380 3,153
– others 4,626 6,015
Selling and distribution costs (33,325) (27,860)
Administrative expenses (17,357) (17,562)
OPERATING PROFIT 30,944 34,185
FINANCE COST – interest expense on borrowings (301) (254)
PROFIT BEFORE TAX 30,643 33,931
INCOME TAX EXPENSE 6 (6,542) (7,838)
NET PROFIT FOR THE FINANCIAL YEAR 7 24,101 26,093
OTHER COMPREHENSIVE INCOME, NET OF TAX
Available-for-sale investment – fair value change arising during the fi nancial year (3,396) (3,088)
TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 20,705 23,005
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these fi nancial statements.
COMPANY STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 2011
29Cycle & Carriage Bintang Berhad Annual Report 2011
Note 2011 2010 RM’000 RM’000
NON-CURRENT ASSETS
Property, plant and equipment 11 68,175 70,306
Investment in subsidiary companies 13 & 28 47,704 31,614
Investment in an associated company 14 & 28 0 0
Available-for-sale investment 15 69,739 73,135
Deferred tax assets 16 2,004 835
187,622 175,890
CURRENT ASSETS
Inventories 17 53,119 40,570
Tax recoverable 663 0
Trade and other receivables 18 45,392 40,414
Cash and cash equivalents 19 31,708 45,737
130,882 126,721
TOTAL ASSETS 318,504 302,611
CURRENT LIABILITIES
Provisions for liabilities and charges 20 2,007 926
Current tax liabilities 0 607
Trade and other payables 21 88,445 89,929
Amounts due to subsidiary companies 22 28,748 29,725
Borrowings (unsecured) 23 5,000 0
124,200 121,187
TOTAL LIABILITIES 124,200 121,187
NET ASSETS 194,304 181,424
EQUITY
CAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
Share capital 24 100,745 100,745
Share premium 23,857 23,857
Retained profits 25 65,966 49,690
Fair value reserve 3,736 7,132
TOTAL EQUITY 194,304 181,424
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITIONas at 31 December 2011
30 Cycle & Carriage Bintang Berhad Annual Report 2011
COMPANY STATEMENT OF CHANGES IN EQUITYFor the financial year ended 31 December 2011
Attributable to shareholders of the Company
Issued and fully paid ordinary shares of RM1 each Non-Distributable Distributable
Number Nominal Share Fair value Retained of shares value premium reserve profits Total ’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2011 100,745 100,745 23,857 7,132 49,690 181,424
Total comprehensive income
for the financial year 0 0 0 (3,396) 24,101 20,705
Transactions with owners:
Dividends for the financial
year ended (Note 8):
– 31 December 2010 (final) 0 0 0 0 (3,778) (3,778)
– 31 December 2011 (interim) 0 0 0 0 (4,047) (4,047)
At 31 December 2011 100,745 100,745 23,857 3,736 65,966 194,304
At 1 January 2010 100,745 100,745 23,857 10,220 31,153 165,975
Total comprehensive income
for the financial year 0 0 0 (3,088) 26,093 23,005
Transactions with owners:
Dividends for the financial
year ended (Note 8):
– 31 December 2009 (final) 0 0 0 0 (3,778) (3,778)
– 31 December 2010 (interim) 0 0 0 0 (3,778) (3,778)
At 31 December 2010 100,745 100,745 23,857 7,132 49,690 181,424
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these financial statements.
31Cycle & Carriage Bintang Berhad Annual Report 2011
Note 2011 2010 RM’000 RM’000
OPERATING ACTIVITIES
Net cash flow from operations 26 3,257 53,565
Interest paid (301) (254)
Interest received 644 604
Income tax paid (8,981) (7,714)
Warranty and other provisions utilised (81) (1)
(8,719) (7,365)
Net cash flow (used in)/from operating activities (5,462) 46,200
INVESTING ACTIVITIES
Proceeds from disposal of plant and equipment 28 68
Purchase of plant and equipment (999) (990)
Interim capital distribution received from an associated company 0 400
Cash outflow on acquisition of a subsidiary company 27 (16,000) 0
Dividend received from an available-for-sale investment 11,229 11,229
Net cash flow (used in)/from investing activities (5,742) 10,707
FINANCING ACTIVITIES
Drawdown of bankers acceptance 52,000 40,000
Repayment of bankers acceptance (47,000) (70,000)
Dividends paid (7,825) (7,556)
Net cash fl ow used in fi nancing activities (2,825) (37,556)
NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR (14,029) 19,351
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 45,737 26,386
CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 19 31,708 45,737
The accounting policies on pages 32 to 40 and the notes on pages 41 to 63 form an integral part of these fi nancial statements.
COMPANY STATEMENT OF CASH FLOWSFor the financial year ended 31 December 2011
32 Cycle & Carriage Bintang Berhad Annual Report 2011
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are
considered material in relation to the fi nancial statements. These policies have been consistently applied to all the fi nancial
years presented, unless otherwise stated.
A Basis of PreparationThe fi nancial statements of the Group and of the Company have been prepared in accordance with the Financial Reporting
Standards (“FRSs”), the Malaysian Accounting Standards Board (“MASB”) Approved Accounting Standards in Malaysia for
Entities Other than Private Entities and comply with the provisions of the Companies Act, 1965. The fi nancial statements
have been prepared under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of fi nancial statements in conformity with the FRSs and the provisions of the Companies Act, 1965 requires
the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the fi nancial statements, and the reported amounts of
revenues and expenses during the reported period. It also requires management to exercise its judgement in the process
of applying the Group’s accounting policies. Although these estimates and judgement are based on the directors’ best
knowledge of current events and actions, actual results could differ from these estimates.
The fi nancial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand
(RM’000) except when otherwise indicated.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signifi cant
to the fi nancial statements are disclosed in Note 3.
The fi nancial statements have been approved for issue in accordance with a resolution of the Board of Directors on
15 February 2012.
Changes in Accounting Policy and Disclosures
(i) Standards, amendments to published standards and interpretations to existing standards that are effective and have been adopted
On 1 January 2011, the Group and the Company adopted the following new and amended FRSs and IC Interpretations
mandatory for annual fi nancial periods beginning on or after 1 January 2011:
• FRS 3 (revised) Business Combinations
• FRS 127 (revised) Consolidated and Separate Financial Statements
• FRS 7 Improving Disclosure about Financial Instruments
• Amendment to FRS 138 Intangible Assets – Consequential Amendments Arising from FRS 3 (revised)
(ii) Standards, amendments to published standards and interpretations to existing standards that are effective but not relevant for the Group’s operations
• FRS 1 (revised) First-time adoption of Financial Reporting Standards
• Amendments to FRS 5 Non current Asset Held for Sale and Discontinued Operations
• Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives
• Amendments to FRS 2 Share-based payment: Scope of FRS 2 and FRS 3 (revised)
• IC Interpretation 12 Service Concession Arrangements
• IC Interpretation 15 Agreements for the Construction of Real Estate
• IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation
• IC Interpretation 17 Distributions of Non-cash Assets to Owners
• Amendments to FRS 2 Group Cash-settled Share-based Payment Transactions
• Amendments to FRS 1 Additional Exemptions for First-time Adopters
• Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters
• IC Interpretation 4 Determining Whether an Arrangement contains a Lease
• IC Interpretation 18 Transfers of Assets from Customers
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the financial year ended 31 December 2011
33Cycle & Carriage Bintang Berhad Annual Report 2011
A Basis of Preparation (continued)
(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective
On 19 November 2011, the Malaysian Accounting Standards Boards (“MASB”) has issued a new MASB approved
accounting framework, Malaysian Financial Reporting Standards (“MFRS”), Improvement to MFRSs and IC
Interpretations. The MFRS Framework and IC Interpretations are to be applied by all Entities Other Than Private
Entities for annual periods beginning on or after 1 January 2012 and 2013 as follows:
Effective from 1 January 2012:
• MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards
• MFRS 2 Share-based Payment
• MFRS 3 Business Combinations
• MFRS 4 Insurance Contracts
• MFRS 5 Non-current Assets Held for Sale and Discontinued Operations
• MFRS 6 Exploration for and Evaluation of Mineral Resources
• MFRS 7 Financial Instruments: Disclosures
• MFRS 8 Operating Segments
• MFRS 101 Presentation of Financial Statements
• MFRS 102 Inventories
• MFRS 107 Statement of Cash Flows
• MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors
• MFRS 110 Events After the Reporting Period
• MFRS 111 Construction Contracts
• MFRS 112 Income Taxes
• MFRS 116 Property, Plant and Equipment
• MFRS 117 Leases
• MFRS 118 Revenue
• MFRS 119 Employee Benefi ts
• MFRS 120 Accounting for Government Grants and Disclosure of Government Assistance
• MFRS 121 The Effects of Changes in Foreign Exchange Rates
• MFRS 123 Borrowing Costs
• MFRS 124 Related Party Disclosures
• MFRS 126 Accounting and Reporting by Retirement Benefi t Plans
• MFRS 127 Consolidated and Separate Financial Statements
• MFRS 128 Investments in Associates
• MFRS 129 Financial Reporting in Hyperinfl ationary Economies
• MFRS 131 Interests in Joint Ventures
• MFRS 132 Financial Instruments: Presentation
• MFRS 133 Earnings Per Share
• MFRS 134 Interim Financial Reporting
• MFRS 136 Impairment of Assets
• MFRS 137 Provisions, Contingent Liabilities and Contingent Assets
• MFRS 138 Intangible Assets
• MFRS 139 Financial Instruments: Recognition and Measurement
• MFRS 140 Investment Property
• MFRS 141 Agriculture
• IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities
• IC Interpretation 2 Members’ Shares in Co-operative Entities and Similar Instruments
• IC Interpretation 4 Determining whether an Arrangement contains a Lease
• IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental
Rehabilitation Funds
• IC Interpretation 6 Liabilities arising from Participating in a Specifi c Market
– Waste Electrical and Electronic Equipment
• IC Interpretation 7 Applying the Restatement Approach under MFRS 129 Financial Reporting in
Hyperinfl ationary Economies
• IC Interpretation 9 Reassessment of Embedded Derivatives
• IC Interpretation 10 Interim Financial Reporting and Impairment
• IC Interpretation 12 Service Concession Arrangements
34 Cycle & Carriage Bintang Berhad Annual Report 2011
A Basis of Preparation (continued)
(iii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective (continued)
Effective from 1 January 2012 (continued):
• IC Interpretation 13 Customer Loyalty Programmes
• IC Interpretation 14 MFRS 119 – The Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and
their Interaction
• IC Interpretation 15 Agreements for the Construction of Real Estate
• IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation
• IC Interpretation 17 Distributions of Non-cash Assets to Owners
• IC Interpretation 18 Transfers of Assets from Customers
• IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments
• IC Interpretation 107 Introduction of the Euro
• IC Interpretation 110 Government Assistance – No Specifi c Relation to Operating Activities
• IC Interpretation 112 Consolidation – Special Purpose Entities
• IC Interpretation 113 Jointly Controlled Entities – Non-Monetary Contributions by Venturers
• IC Interpretation 115 Operating Leases – Incentives
• IC Interpretation 125 Income Taxes – Changes in the Tax Status of an Entity or its Shareholders
• IC Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease
• IC Interpretation 129 Service Concession Arrangements: Disclosures
• IC Interpretation 131 Revenue – Barter Transactions Involving Advertising Services
• IC Interpretation 132 Intangible Assets – Web Site Costs
• Improvements to MFRSs (Improvements to IFRSs issued by IASB in May 2008)
• Improvements to MFRSs (Improvements to IFRSs issued by IASB in April 2009)
• Improvements to MFRSs (Improvements to IFRSs issued by IASB in May 2010)
Effective from 1 July 2012:
• Amendments to MFRS 101 Presentation of Items of Other Comprehensive Income
Effective from 1 January 2013:
• MFRS 9 Financial Instruments (IFRS 9 issued by IASB in November 2009)
Financial Instruments (IFRS 9 issued by IASB in October 2010)
• MFRS 10 Consolidated Financial Statements
• MFRS 11 Joint Arrangements
• MFRS 12 Disclosure of Interests in Other Entities
• MFRS 13 Fair Value Measurement
• MFRS 119 Employee Benefi ts
• MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011)
• MFRS 128 Investments in Associates and Joint Ventures (IAS 28 as amended by IASB in May 2011)
• IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine
The adoption of the above standards, amendments to standards and IC interpretations (where relevant) are not expected
to have a material impact on the Group’s and the Company’s fi nancial statements.
B Basis of ConsolidationThe consolidated fi nancial statements made up to 31 December include the audited fi nancial statements of the Company
and all its subsidiary companies.
Subsidiary companies are consolidated from the date of acquisition up to the date of disposal using the acquisition
method of accounting. All intercompany transactions, balances and unrealised surpluses and defi cits on transactions
between group companies have been eliminated. Where necessary, accounting policies for subsidiary companies have
been changed to ensure consistency with the policies adopted by the Group.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the financial year ended 31 December 2011
35Cycle & Carriage Bintang Berhad Annual Report 2011
C Property, Plant and EquipmentFreehold land is stated at cost less impairment losses where applicable. Freehold buildings and the building component
of owner-occupied leasehold properties is stated at cost less accumulated depreciation and impairment losses where
applicable. All other property, plant and equipment are stated at historical cost less accumulated depreciation and
impairment losses where applicable. Historical cost includes expenditure that is directly attributable to the acquisition of
the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the
item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance
are charged to the profi t or loss in the period in which they are incurred.
Freehold land is not depreciated. Leasehold land is amortised in equal instalment over the periods of the respective leases
which range from 61 to 91 years. Buildings are depreciated using the straight line method over their estimated useful
economic lives or the estimated remaining period of the lease, whichever is shorter.
All other property, plant and equipment are depreciated on the straight line basis to write-off the cost of each asset to
their residual values over their estimated useful lives at the following annual rates:
Buildings 31/3% – 20%
Plant and machinery 14% – 33%
Motor vehicles, equipment and fi xtures 10% – 33%
Depreciation on assets under construction commences when the assets are ready for their intended use.
The residual value, useful lives and depreciation method of property, plant and equipment are reviewed at the end of each
reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
On disposal of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount
is credited or charged to the profi t or loss in determining its profi t from operations.
D Intangible Assets
(i) GoodwillGoodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net
identifi able assets of the acquired subsidiary at the acquisition date. If the cost of acquisition is less than the fair
value of the net assets acquired, the difference is recognised directly in the profi t or loss. Goodwill on acquisition
on subsidiaries is tested annually for impairment or whenever events or changes in circumstances indicate that the
carrying value may not be recoverable and are carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units or groups of cash-generating units for the purpose of impairment testing.
(ii) Dealership rightsDealership rights, which are rights under dealership agreement, are separately identifi ed intangible assets acquired as part
of a business combination. This dealership agreement is expected to continue for an indefi nite period and, where these
agreements do not have indefi nite terms, it is believed that renewal of these agreements can be obtained without costs,
taking into account of the historical renewal and the relationship between the dealer and contracting parties. Dealership
rights are not amortised, but tested annually for impairment and carried at cost less accumulated impairment losses.
E Subsidiary CompaniesSubsidiary companies are all entities over which the Group has the power to govern the fi nancial and operating policies
generally accompanying a shareholding of more than 50% of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the Group controls another
entity. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.
Investments in subsidiary companies are stated in the fi nancial statements of the Company at cost less allowance for any
accumulated impairment losses. Impairment in value of an investment is recognised as an expense in the period in which
the impairment is identifi ed.
A listing of the Group’s subsidiary companies is set out in Note 28.
36 Cycle & Carriage Bintang Berhad Annual Report 2011
F Associated CompaniesAssociated companies are all entities over which the Group has signifi cant infl uence, but no control, generally accompanying
a shareholding of between 20% and 50% of the voting rights. Investments in associated companies are accounted for in
the consolidated fi nancial statements using the equity method of accounting and are initially recorded at historical cost.
The Group’s investment in associated companies includes goodwill (net of any accumulated impairment losses) identifi ed
on acquisition. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated
company, including any other unsecured receivables, the Group does not recognise further losses, unless the Group has
incurred obligations or made payments on behalf of the associated company.
Signifi cant unrealised gains on transactions between the Group and its associated companies are eliminated to the extent
of the Group’s interest in the associated company. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
Adjustments have been made where necessary to ensure consistency with the policies adopted by the Group.
The details of the Group’s associated company are shown in Note 28.
G Impairment of Non-Financial AssetsThe Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the
asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s fair value less cost to sell and its value-in-use. For the purpose
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows
(cash-generating units (“CGU”)).
Impairment losses are recognised in profi t or loss except for assets that are previously revalued where the revaluation was
taken to other comprehensive income. Impairment losses would be allocated fi rst to reduce the carrying amount of any
goodwill allocated to the CGU and then to the other assets of the CGU on a pro rata basis, based on the carrying value of
each asset in the CGU. In this case, the impairment is also recognised in other comprehensive income up to the amount
of any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase
cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in
which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in the subsequent
period.
H Financial Instruments
(i) DescriptionA fi nancial instrument is any contract that gives rise to both a fi nancial asset of one enterprise and a fi nancial liability
or equity instrument of another enterprise.
A fi nancial asset is any asset that is cash, a contractual right to receive cash or another fi nancial asset from another
enterprise, a contractual right to exchange fi nancial instruments with another enterprise under conditions that are
potentially favourable, or an equity instrument of another enterprise.
A fi nancial liability is any liability that is a contractual obligation to deliver cash or another fi nancial asset to
another enterprise, or to exchange fi nancial instruments with another enterprise under conditions that are potentially
unfavourable.
(ii) Financial instruments recognised on the statement of fi nancial positionThe particular recognition method adopted for fi nancial instruments recognised on the statement of fi nancial position
is disclosed in the individual accounting policy notes associated with each item.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the financial year ended 31 December 2011
37Cycle & Carriage Bintang Berhad Annual Report 2011
H Financial Instruments (continued)
(iii) Fair value estimation for disclosure purposesThe face values, less any estimated credit adjustments, for fi nancial instruments with a maturity of less than one year
are assumed to approximate their fair values.
The fair values for fi nancial instruments with a maturity more than one year are estimated using a variety of methods
and assumptions that are based on market conditions existing of each statement of fi nancial position date including
estimated discounted value of future cash fl ows, quoted market price or dealer quotes.
I Financial AssetsFinancial assets are initially recognised at fair value plus transaction costs. Subsequent measurement of fi nancial assets
depends on the classifi cation of the fi nancial assets.
The Group classifi es its fi nancial assets in the following categories: loans and receivables and available-for-sale fi nancial
assets. The classifi cation depends on the purpose for which the fi nancial assets were acquired. Management determines
the classifi cation of its fi nancial assets at initial recognition.
(i) Loans and receivablesLoans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted
in an active market. Loans and receivables are carried at amortised cost using the effective interest method, less
impairment allowance. They are included in current assets, except for maturities greater than 12 months after the end
of the reporting period. These are classifi ed as non-current assets. Loans and receivables are classifi ed as “trade and
other receivables” and “cash and cash equivalents” in the statement of fi nancial position.
(ii) Available-for-sale financial assetsAvailable-for-sale fi nancial assets are non-derivatives that are either designated in this category or not classifi ed
in any other categories. They are stated at fair values and are included in non-current assets unless management
intends to dispose of the investment within 12 months of the end of the reporting period. Unrealised gains and
losses arising from changes in the fair value of these investments are recognised in other comprehensive income and
accumulated under equity in the fair value reserve. On disposal of investments or when an investment is determined
to be impaired, the cumulative gains and losses previously deferred in equity is recognised in the statement of
comprehensive income.
All purchases and sale of investments are recognised on the trade date, which is the date that the Group commits
to purchase or sell the investment. Investments are derecognised when the rights to receive cash fl ows from the
fi nancial assets have expired or have been transferred and the Group has transferred substantially all risks and
rewards of ownership.
The Group assesses at the end of each reporting period whether there is objective evidence that a fi nancial asset or
a group of fi nancial assets is impaired. In the case of equity investments classifi ed as available-for-sale, a signifi cant
or prolonged decline in the fair value of the investment below its cost is considered in determining whether the
investments are impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss
(measured as the difference between the acquisition cost and the current fair value, less any impairment loss on
that fi nancial asset previously recognised in the statement of comprehensive income) is removed from the fair value
reserve within equity and recognised in the statement of comprehensive income. Impairment losses recognised in the
statement of comprehensive income on equity investments are not reversed through the statement of comprehensive
income, until the equity investments are disposed of. Impairment testing of trade and other receivables is described
in Note 18.
J InventoriesInventories are valued at the lower of cost and net realisable value.
Cost is generally determined using the fi rst in, fi rst out method except for spare parts, where cost is determined on the
weighted average method. Work-in-progress and cost of locally assembled vehicles include direct materials, labour and an
appropriate proportion of production overheads.
Net realisable value is the estimate of the selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses. Allowances are made where necessary for obsolete, slow-moving and defective stocks.
38 Cycle & Carriage Bintang Berhad Annual Report 2011
K Cash and Cash EquivalentsFor the purposes of the statement of cash fl ows, cash and cash equivalents comprise cash in hand, deposits held at call
with banks, short term highly liquid investments that are readily convertible to known amounts of cash which are subject
to an insignifi cant risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings in current
liabilities on the statement of fi nancial position.
L Financial LiabilitiesFinancial liabilities are classifi ed according to the substance of the contractual arrangement entered into and defi nitions
of a fi nancial liability.
Financial liabilities, within the scope of FRS 139, are recognised in the statement of fi nancial position when, and only
when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. Financial
liabilities are classifi ed as either fi nancial liabilities to fair value through profi t or loss or other fi nancial liabilities.
(i) Financial liabilities at fair value through profi t or lossFinancial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial
liabilities designated upon initial recognition as at fair value through profi t or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not
meet the hedge accounting criteria. Derivative liabilities are initially measure at fair value and subsequently stated
at fair value, with any resultant gains or losses recognised in profi t or loss. Net gain or losses on derivative include
exchange differences.
The Group and the Company have not designated any fi nancial liabilities as at fair value through profi t or loss.
(ii) Other fi nancial liabilitiesThe Group’s and the Company’s other fi nancial liabilities include trade payables, other payables and loan and
borrowings.
Trade and other payables are recognised initially at fair value, net of transaction costs incurred and subsequently
measured at amortised cost using the effective interest method.
Loan and borrowings are initially recognised based on the proceeds received, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective yield method, any difference between proceeds (net of
transaction costs) and the redemption value is recognised in the profi t or loss over the period of the borrowings.
Borrowings are classifi ed as current liabilities unless the group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.
For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised,
and through the amortisation process.
A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial
liability is replaced by another form the same lender on substantially different terms, or the terms of an existing
liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original
liability, and the difference in the respective carrying amounts is recognised in profi t or loss.
M ProvisionsProvisions for service and warranty, retrenchment benefi t and legal claims are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an outfl ow of resources will be
required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using
a pre-tax rate that refl ects current market assessment of the time value of money and the risks specifi c to the obligation.
The increase in the provision due to passage of time is recognised as interest expense.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the financial year ended 31 December 2011
39Cycle & Carriage Bintang Berhad Annual Report 2011
N Share Capital
(i) Classifi cationOrdinary shares are classifi ed as equity.
(ii) DividendsInterim dividends are accounted for in shareholders’ equity as an appropriation of retained profi ts in the period
in which they are declared whilst fi nal dividends are accounted for when approved by shareholders at the Annual
General Meeting.
O Revenue RecognitionRevenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the
ordinary course of the Group’s activities. Revenue is shown net of sales and service taxes, excise duties, and is stated net
of discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can
be reliably measured, it is probable that future economic benefi ts will fl ow to the entity.
Interest income and return on investments are recognised in the statement of comprehensive income on a time-proportion
basis unless collection is in doubt.
Dividend income is recognised when the Group’s right to receive payment is established.
P Employee Benefits
(i) Short term employee benefi tsWages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefi ts are accrued in the period in
which the associated services are rendered by employees of the Group.
(ii) Defi ned contribution planThe Group’s contributions to the Employees’ Provident Fund, a defi ned contribution plan regulated and managed by
the Government, are charged to the profi t or loss in the period to which they relate. Once the contributions have
been paid, the Group has no further fi nancial obligations.
(iii) Termination benefi tsTermination benefi ts are payable whenever an employee’s employment is terminated before the normal retirement
date or whenever an employee accepts voluntary redundancy in exchange for these benefi ts. The Group recognises
termination benefi ts when it is demonstrably committed to either terminate the employment of current employees
according to a detailed formal plan without possibility of withdrawal or to provide termination benefi ts as a result of
an offer made to encourage voluntary redundancy. Benefi ts falling due more than 12 months after the end of reporting
period are discounted to present value.
Q Leases
(i) Finance lease – accounting by lesseeThe Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group
has substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Finance leases are capitalised
at the commencement of the lease at the lower of the fair value of the leased property, plant and equipment and the
present value of the minimum lease payments.
Each lease payment is allocated between the liability and fi nance charges so as to achieve a constant rate on the
fi nance balance outstanding. The corresponding rental obligations, net of fi nance charges, are included in non-current
borrowings except for those with maturities of less than 12 months which are included in current borrowings. The
interest element of the fi nance is charged to the profi t or loss over the lease period so as to produce a constant
periodical rate of interest on the remaining balance of the liability for each period. The property, plant and equipment
acquired under fi nance leases are depreciated over the shorter of the useful lives of the asset or the lease term.
(ii) Operating lease – accounting by lesseeLeases where a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as
operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged
to the profi t or loss on the straight line basis over the lease period.
40 Cycle & Carriage Bintang Berhad Annual Report 2011
R Income TaxIncome tax expense comprises current and deferred tax. Income tax expense is recognised in profi t or loss except to the
extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.
Current income tax is provided based on the tax payable on the profi t for the fi nancial year, using income tax rate enacted
or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous
fi nancial years.
Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed
to assets and liabilities for income tax purposes and their carrying amounts in the fi nancial statements. The principal
temporary differences arise from depreciation on property, plant and equipment, impairment of assets and unutilised tax
losses carried forward and in relation to acquisitions, on the difference between the fair values of the net assets acquired
and their tax bases. Deferred tax is measured at the tax rates that are expected to apply to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised for temporary differences which will result in deductible amounts in future periods,
carry-forward of unused tax losses and tax credits but only to the extent that it is probable that future taxable profi ts will
be available against which these temporary differences, losses or tax credits can be utilised.
Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint
ventures except where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
S Foreign Currencies
(i) Functional and presentation currencyThe fi nancial statements are presented in Ringgit Malaysia, which is the Group’s and Company’s functional and
presentation currency.
(ii) Transactions and balancesForeign currency monetary assets and liabilities have been converted into Ringgit Malaysia at the rates of exchange
ruling at the reporting date. Transactions in foreign currencies have been converted at rates ruling at the transaction
dates. Exchange differences arising from the settlement of foreign currency transactions and from the translation of
foreign currency monetary assets and liabilities are included in the profi t or loss.
T Segment ReportingOperating segments are reported in the manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance
of the operating segments, has been identifi ed as the Chief Executive Offi cer, who is primarily responsible for the Group’s
and Company’s strategic decisions.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the financial year ended 31 December 2011
41Cycle & Carriage Bintang Berhad Annual Report 2011
1 General InformationCycle & Carriage Bintang Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in
Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.
The immediate and ultimate holding companies of the Company are Jardine Cycle & Carriage Limited, a company incorporated
in Singapore and Jardine Matheson Holdings Limited, a company incorporated in Bermuda respectively.
The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sale of spare parts and
servicing of vehicles. There have been no signifi cant changes in the nature of these activities during the fi nancial year.
The address of the registered offi ce of the Company is as follows:
Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
The address of the principal place of business of the Company is as follows:
Lot 19, Jalan 51A/219
46100 Petaling Jaya
Selangor Darul Ehsan
2 Financial Risk Management Objectives and PoliciesThe Group’s activities expose it to a variety of fi nancial risks, including interest rate risk, credit risk, liquidity, cash fl ow risk
and foreign currency exchange risk. The Group’s overall fi nancial risk management objective is to ensure that the Group
creates value for its shareholders. Financial risk management is carried out through risk reviews, internal control systems
and adherence to Group fi nancial risk management policies. The Board regularly reviews these risks and approves the
treasury policies, which covers the management of these risks.
Interest rate riskThe Group is exposed to interest rate risk through the impact of rate changes on interest bearing borrowings. The risk is
mitigated by entering into interest rate cap contracts.
Credit riskCredit risk arises when sales are made on deferred credit terms. The Group has no signifi cant concentrations of credit risk.
The Group seeks to control credit risk by setting counterparty limits and ensuring that sale of products and services are
made to customers with appropriate credit worthiness and where necessary are partially backed by bank guarantees.
The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset in the statement
of fi nancial position after deducting any impairment allowance. The Group’s exposure to credit risk arising from trade
receivables are set out in Note 18.
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
42 Cycle & Carriage Bintang Berhad Annual Report 2011
2 Financial Risk Management Objectives and Policies (continued)
Liquidity and cash fl ow riskThe Group adopts prudent liquidity risk management by maintaining suffi cient cash and an adequate amount of available
committed credit facilities.
The table below analyses the Company’s non-derivative fi nancial liabilities into relevant maturity groupings based
on remaining periods at the reporting date to the maturity date. The amounts disclosed in the table are contractual
undiscounted cash fl ow:
On demand/ Between Between less than 3 to 6 6 months More than 3 months months to 1 year 1 year Total RM’000 RM’000 RM’000 RM’000 RM’000
2011
Group
Trade and other payables 117,641 2,972 786 0 121,399
Borrowings 5,013 13 17 56 5,099
122,654 2,985 803 56 126,498
Company
Trade and other payables 87,357 638 450 0 88,445
Borrowings 5,000 0 0 0 5,000
92,357 638 450 0 93,445
2010
Group
Trade and other payables 97,823 423 2,031 0 100,277
Company
Trade and other payables 88,614 113 1,202 0 89,929
Capital managementThe Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern while
seeking to maximise benefi ts to shareholders and other stakeholders. Capital is equity as shown in the consolidated
statement of fi nancial position plus net debt.
The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and
shareholder returns, taking into consideration the future capital requirements of the Group and capital effi ciency, prevailing
and projected profi tability, projected operating cash fl ows, projected capital expenditure and projected strategic investment
opportunities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the Group’s consolidated gearing ratio and consolidated interest cover. The
gearing ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings less bank
balances and other liquid funds. Interest cover is calculated as underlying business performance divided by net fi nancing
charges. The ratios are monitored by corporate management. The Group does not have a defi ned gearing or interest cover
benchmark or range.
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
43Cycle & Carriage Bintang Berhad Annual Report 2011
2 Financial Risk Management Objectives and Policies (continued)
Capital management (continued)
The gearing ratio at 31 December 2011 and 2010 were as follows:
Group 2011 2010
Gearing ratio # #
Interest cover (times) 69 139
# not applicable due to net cash position
Foreign currency exchange riskThe Group is exposed to foreign currency exchange risk when enter into transactions that are not denominated in their
functional currency. The Group manages their exposure to foreign currency exchange risk through the use of foreign
currency forward contracts.
Fair value of fi nancial instrumentsFair value recognised in the statement of fi nancial position are measured using the following fair value hierarchy:
• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2 – Inputs other than quoted price included within level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices)
• Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, observable inputs)
The carrying amounts approximately fair value in respect of cash and cash equivalents, receivables and payables due to
the relative short term nature of these fi nancial instruments.
The following table analyses within the fair value hierarchy the group’s fi nancial assets measured at fair value at 31
December 2011:
Level 3 Total RM‘000 RM’000
Available-for-sale investment (Note 15) 69,739 69,739
A reconciliation from opening balances to the closing balances for fair value measurements in Level 3 of the fair value
hierarchy is as follows:
2011 2010 RM’000 RM’000
At 1 January 73,135 76,223
Loss recognised in other comprehensive income (3,396) (3,088)
At 31 December 69,739 73,135
44 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
3 Critical Accounting Estimates and JudgementEstimates and judgements used in preparing the fi nancial statements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable. The resulting
accounting estimates will, by defi nition, seldom equal the related actual results. The estimates and assumptions that have
a signifi cant effect on the carrying amounts of assets and liabilities are discussed below.
(a) Service and warranty The Group and the Company provide servicing and warranties on vehicles sold under specifi c warranty terms. A
provision is made for expected warranty claims based on past service history or potential obligation to maintain
brand image.
Factors that could impact the estimated warranty claim include the quality of the products distributed, as well as
parts and labour costs.
(b) Income taxes Signifi cant judgement is required in determining the provision for income taxes. There are many transactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due.
Where the fi nal tax outcome of these matters is different from the amounts that were initially recorded, such differences
will impact the income tax and deferred tax provisions in the period in which such determination is made.
Recognition of the deferred tax assets, which principally relate to tax losses, depends on the management’s expectation
of future taxable profi t that will be available against which the unutilised tax losses can be utilised. The outcome of
their actual utilisation may be different.
(c) Acquisition of subsidiary company The initial accounting on acquisition of subsidiary company involves identifying and determining the fair values to
be assigned to the identifi able assets, liabilities and contingent liabilities of the acquired entities. The fair values
of dealership rights and property are determined by independent, professional qualifi ed valuers by reference to
comparable market prices or present value of expected cash fl ows from the assets. Any changes in the assumptions
used and estimates made in determining the fair values, and management’s ability to measure reliably the contingent
liabilities of the acquired entity will impact the carrying amount of these assets and liabilities. Key assumptions used
in the impairment assessment are set out in Note 10.
4 RevenueRevenue of the Group and of the Company comprise sale of motor vehicles, spare parts and servicing of motor vehicles,
excluding sales and service taxes, excise duties and net of discounts.
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Sale of motor vehicles and spare parts 656,701 571,146 508,598 509,300
Servicing of motor vehicles 21,261 18,100 17,069 15,841
677,962 589,246 525,667 525,141
45Cycle & Carriage Bintang Berhad Annual Report 2011
5 Directors’ RemunerationThe emoluments receivable by directors of the Company during the fi nancial year are as follows:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Non-Executive Directors:
– fees 338 335 338 335
6 Income Tax Expense
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Current tax 8,637 7,759 7,711 7,387
Deferred tax (Note 16) (1,032) 464 (1,169) 451
7,605 8,223 6,542 7,838
Current tax:
– profi t for the fi nancial year 6,336 6,892 5,601 6,451
– under accrual in prior years (net) 2,301 867 2,110 936
Deferred tax:
– origination and reversal of temporary differences (Note 16) (1,032) 464 (1,169) 451
7,605 8,223 6,542 7,838
The effective income tax rates of the Group and of the Company differ from the prevailing statutory income tax rate of
25% (2010: 25%) due to the following:
Group Company 2011 2010 2011 2010 % % % %
Statutory Malaysian income tax rate 25 25 25 25
Tax effects of:
– expenses not deductible for income tax purposes 1 4 1 4
– income not subject to tax (8) (8) (9) (8)
– prior year under provision 4 2 4 2
Average effective income tax rate 22 23 21 23
46 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
7 Net Profit for the Financial Year
(a) Expenses by nature:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Defi ned contribution pension plan 3,647 3,193 2,983 2,761
Salaries, bonuses and other employee benefi ts costs 30,906 28,457 25,111 25,446
Write-down of inventories 1,022 393 637 322
Reversal of write-down of inventories
made in previous fi nancial year (Note 17) (104) (754) (102) (724)
Costs of inventories/materials/consumables 591,457 515,529 457,565 459,677
Demonstration car expenses 841 2,994 785 2,723
Depreciation of property, plant and equipment (Note 11) 4,174 4,192 3,482 3,904
Impairment of property, plant and equipment (Note 11) 0 28 0 28
Utilities 2,457 2,148 2,002 1,921
Repairs and maintenance 2,101 1,889 1,780 1,716
Delivery, packing and travelling 1,826 1,525 1,384 1,248
Advertising, marketing and promotion 6,813 3,742 4,840 3,435
Leasing of equipment 889 832 673 735
Directors’ remuneration 338 335 338 335
Auditors’ remuneration @ 382 532 275 471
Credit card charges 573 553 438 493
Printing and stationery 426 377 353 332
Company car expenses 880 895 753 814
Legal and professional fees 576 1,434 518 1,425
Security guard expenses 863 786 694 686
Rent for land and buildings 4,509 4,069 3,575 3,601
Other expenses 7,725 1,039 5,874 4
Total expenses* 662,301 574,188 513,958 511,353
* Total expenses consist of cost of sales, selling and distribution costs, administrative expenses and other operating expenses arising from
ordinary activities before taxation.
@ The following information relates to remuneration of auditors of the Group and of the Company during the fi nancial year:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
PricewaterhouseCoopers Malaysia
Statutory audit 276 236 198 189
Fees for other services:
– non-statutory audit related services 22 142 22 142
– tax advisory and compliance work 84 154 55 140
Total remuneration 382 532 275 471
47Cycle & Carriage Bintang Berhad Annual Report 2011
7 Net Profit for the Financial Year (continued)
(b) The following amounts have been credited in arriving at net profi t for the fi nancial year:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Dividend income from available-for-sale
investment (Note 26) 11,229 11,229 11,229 11,229
Gain on disposal of plant and equipment (Note 26) 10 11 26 10
Reversal of impairment on property,
plant and equipment (Note 11) 354 0 354 0
Interest income (Note 26) 530 604 644 604
Insurance commission income 2,002 1,768 1,884 1,660
8 DividendsDividends declared or proposed in respect of the fi nancial years ended 31 December 2011 and 2010 are as follows:
Group and Company 2011 2010
Amount of Amount of Gross dividend Gross dividend per share net of tax per share net of tax sen RM’000 sen RM’000
Interim dividend paid 5 4,047 5 3,778
Final dividend proposed 5 5,037 5 3,778
10 9,084 10 7,556
At the forthcoming Annual General Meeting on 20 April 2012, a single-tier fi nal dividend in respect of the fi nancial year
ended 31 December 2011 of 5 sen per ordinary share amounting to about RM5,037,000, will be proposed for shareholders’
approval. These fi nancial statements do not refl ect this fi nal dividend which will be accounted for in the shareholders’
equity as an appropriation of retained profi ts and accrued as a liability in the fi nancial year ending 31 December 2012
when approved by shareholders of the Company.
9 Earnings Per ShareBasic earnings per share (“EPS”) is calculated by dividing the Group profi t attributable to shareholders of the Company for
the fi nancial year by the weighted average number of ordinary shares in issue during the fi nancial year.
Group 2011 2010
Net profi t for the fi nancial year attributable to shareholders of the Company (RM’000) 26,621 26,776
Weighted average number of ordinary shares in issue (’000) 100,745 100,745
Basic earnings per share (sen) 26.42 26.58
No diluted EPS is computed for the Group as there are no dilutive potential ordinary shares in issue.
48 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
10 Intangible Assets
Goodwill on Dealership Group acquisition rights Total RM’000 RM’000 RM’000
At 1 January 2011 0 0 0
Acquisition of a subsidiary company (Note 27) 4,501 5,341 9,842
At 31 December 2011 4,501 5,341 9,842
Impairment test on intangible assetsIntangible assets relating to Lowe Motors Sdn Bhd (“LMSB”) has been allocated to the operating segments of LMSB.
The Group has engaged an independent valuation fi rm to assist in the impairment review of the carrying amount of the
intangible assets at 31 December 2011 and concluded that no impairment has occurred.
The impairment review of intangible assets was made by comparing the carrying value of LMSB including intangible assets
with the recoverable amounts of LMSB based on the value-in-use calculations. These calculations use post-tax cash fl ow
projection based on fi nancial budget approved by management covering three-year period. Cash fl ows beyond the 3 year
budget period are extrapolated using the following assumptions:
• Gross margin of 10.6% based on business plan
• Long term growth rate of 0.5% which takes into consideration the long-term growth rates of the industries
• Post-tax discount rate of 10% which refl ects business specifi c risks relating to the relevant industries
Sensitivity to changes in assumptionsWith regard to the assessment of value-in-use of the operating segments, management believes that any reasonably
possible change in any of the above key assumptions would not cause the carrying value, including intangible assets, of
the unit materially exceed its recoverable amount. The goodwill of RM4,501,000 represents the expected synergies and
economies of scales from combining operations of LMSB with the Group.
11 Property, Plant and Equipment
Motor Plant vehicles, Land and equipment
Group Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2011
Net book value at 1 January 22,559 11,163 27,513 1,313 5,898 68,446
Acquisition of a subsidiary
company (Note 27) 1,287 0 3,713 187 2,532 7,719
Reclassifi cation 0 0 1,378 (206) (1,172) 0
Additions 0 0 34 552 999 1,585
Disposals 0 0 0 (8) (21) (29)
Depreciation charge (Note 7) 0 (227) (1,524) (427) (1,996) (4,174)
Reversal of impairment loss (Note 7) 0 0 87 0 267 354
Net book value at 31 December 23,846 10,936 31,201 1,411 6,507 73,901
At cost 23,846 13,762 50,842 7,231 28,276 123,957
Accumulated depreciation 0 (2,826) (16,849) (5,806) (21,623) (47,104)
Accumulated impairment losses 0 0 (2,792) (14) (146) (2,952)
Net book value at 31 December 23,846 10,936 31,201 1,411 6,507 73,901
49Cycle & Carriage Bintang Berhad Annual Report 2011
11 Property, Plant and Equipment (continued)
Motor Plant vehicles, Land and equipment
Group Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2010
Net book value at 1 January
– as previously reported 30,150 0 29,962 1,297 7,455 68,864
– effect of change in accounting policy (7,591) 0 (1,106) 0 0 (8,697)
– effect of amendment to
FRS 117 (Note 12) 0 11,391 0 0 0 11,391
As restated 22,559 11,391 28,856 1,297 7,455 71,558
Additions 0 0 0 604 574 1,178
Disposals 0 0 0 (3) (67) (70)
Depreciation charge (Note 7) 0 (228) (1,343) (585) (2,036) (4,192)
Impairment loss (Note 7) 0 0 0 0 (28) (28)
Net book value at 31 December 22,559 11,163 27,513 1,313 5,898 68,446
At cost 22,559 13,762 43,072 8,874 25,190 113,457
Accumulated depreciation 0 (2,599) (13,340) (7,547) (18,879) (42,365)
Accumulated impairment losses 0 0 (2,219) (14) (413) (2,646)
Net book value at 31 December 22,559 11,163 27,513 1,313 5,898 68,446
Net book value of assets acquired under fi nance lease of the Group amounted to RM110,769 (2010: Nil).
Motor Plant vehicles, Land and equipment
Company Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2011
Net book value at 1 January 23,559 13,017 27,367 644 5,719 70,306
Additions 0 0 34 432 533 999
Disposals 0 0 0 0 (2) (2)
Depreciation charge (Note 7) 0 (227) (1,328) (276) (1,651) (3,482)
Reversal of impairment loss (Note 7) 0 0 87 0 267 354
Net book value at 31 December 23,559 12,790 26,160 800 4,866 68,175
At cost 23,929 15,554 43,327 5,809 24,179 112,798
Accumulated depreciation 0 (2,764) (13,830) (4,995) (19,167) (40,756)
Accumulated impairment losses (370) 0 (3,337) (14) (146) (3,867)
Net book value at 31 December 23,559 12,790 26,160 800 4,866 68,175
50 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
11 Property, Plant and Equipment (continued)
Motor Plant vehicles, Land and equipment
Company Freehold Leasehold Buildings machinery and fi xtures Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2010
Net book value at 1 January
– as previously reported 30,150 0 29,738 679 7,171 67,738
– effect of change in accounting policy (6,591) 0 (1,087) 0 0 (7,678)
– effect of amendment to
FRS 117 (Note 12) 0 13,246 0 0 0 13,246
As restated 23,559 13,246 28,651 679 7,171 73,306
Additions 0 0 0 447 543 990
Disposals 0 0 0 (3) (55) (58)
Depreciation charge (Note 7) 0 (229) (1,284) (479) (1,912) (3,904)
Impairment loss (Note 7) 0 0 0 0 (28) (28)
Net book value at 31 December 23,559 13,017 27,367 644 5,719 70,306
At cost 23,929 15,554 43,293 5,558 23,905 112,239
Accumulated depreciation 0 (2,537) (12,502) (4,900) (17,773) (37,712)
Accumulated impairment losses (370) 0 (3,424) (14) (413) (4,221)
Net book value at 31 December 23,559 13,017 27,367 644 5,719 70,306
12 Leasehold Land Use Rights
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
At January 0 11,391 0 13,246
Effect of amendment to FRS 117:
Transfer to property, plant and equipment (Note 11) 0 (11,391) 0 (13,246)
At 31 December 0 0 0 0
13 Investments in Subsidiary Companies
Company 2011 2010 RM’000 RM’000
Unquoted investments at cost 66,185 50,185
Less: Allowance for accumulated impairment losses (18,481) (18,571)
47,704 31,614
A list of subsidiary companies is set out in Note 28.
51Cycle & Carriage Bintang Berhad Annual Report 2011
14 Investment in an Associated Company
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Unquoted investment at cost 112,732 112,732 112,732 112,732
Less: Allowance for accumulated impairment losses 0 0 (27,161) (27,161)
Less: Interim capital distribution received (79,445) (79,445) (79,445) (79,445)
Less: Dividend from pre-acquisition profi t (6,126) (6,126) (6,126) (6,126)
27,161 27,161 0 0
Share of accumulated losses and reserves of
associated company (20,446) (20,446) 0 0
Less: Goodwill written off (6,715) (6,715) 0 0
Interest in associated company 0 0 0 0
The Group’s share of the assets and liabilities and results of the associated company are summarised below:
2011 2010 RM’000 RM’000
Current assets 135 147
Current liabilities (135) (147)
Share of attributable net assets 0 0
Profi t after tax 0 205
The details of the associated company are set out in Note 28.
15 Available-For-Sale InvestmentThe available-for-sale investment relates to the Company’s investment in Mercedes-Benz Malaysia Sdn Bhd (“MBM”),
a joint-venture company with Daimler AG (“DAG”). The Company subscribed for 49% of the shares in MBM, representing
66,003,000 Class B shares at a par value of RM1 each, whilst DAG subscribed for 51% of the shares in MBM representing
68,697,000 Class A shares at a par value of RM1 each on 10 January 2003. The rights attached to the Class A and Class
B shares are set out in the Articles and Memorandum of Association. The participation of the Company in MBM shall
not entitle the Company to any veto rights or minority rights except for veto rights under the Malaysian Company law in
relation to Class B shares, and accordingly the investment has been accounted for as simple investment instead of an
associated company.
There are put and call options in respect of the Company’s stake which are not exercisable prior to 31 December 2012.
Under the terms of the agreement with DAG, the Company is entitled to receive an annual net dividend income of RM11.2
million in respect of the investment in MBM until December 2012.
During the fi nancial year ended 31 December 2011, the Group recognised a dividend income of RM11.2 million (2010:
RM11.2 million).
The fair value of the investment in MBM at 31 December 2011 is RM69,739,000 (2010: RM73,135,000). In determining the
fair value, the directors have discounted the future contractual cash fl ows (dividends receivable) from January 2010 to
December 2012 at the Group’s rate of return for similar investment, and on the assumption that the Put and Call Options
will be exercised on 1 January 2013. The post-tax discount rate applicable for the fi nancial year is 10%.
52 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
16 Deferred TaxationDeferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined
after appropriate offsetting, are shown in the statement of fi nancial position:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Deferred tax assets 1,029 879 2,004 835
At 1 January 879 1,343 835 1,286
Acquisition of a subsidiary company (Note 27) (882) 0 0 0
(Charged)/credited to profi t or loss (Note 6):
– property, plant and equipment (608) (57) (539) (35)
– provisions 1,533 (401) 1,626 (393)
– allowance for slow moving inventory 107 (6) 82 (23)
1,032 (464) 1,169 (451)
At 31 December 1,029 879 2,004 835
Subject to income tax:
Deferred tax assets (before offsetting)
Provisions 2,397 506 2,094 468
Allowance for slow moving inventory 943 530 550 468
3,340 1,036 2,644 936
Offsetting (2,311) (157) (640) (101)
Deferred tax assets (after offsetting) 1,029 879 2,004 835
Deferred tax liabilities (before offsetting)
Intangible asset 1,335 0 0 0
Property, plant and equipment 976 157 640 101
2,311 157 640 101
Offsetting (2,311) (157) (640) (101)
Deferred tax liabilities (after offsetting) 0 0 0 0
Subject to agreement with the Inland Revenue Board, the amount of deductible temporary differences and unutilised
tax losses (both of which have no expiry date) for which no deferred tax asset has been recognised in the statement of
fi nancial position are as follows:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Deductible temporary differences 680 603 0 0
Unutilised tax losses 6,204 6,485 0 0
53Cycle & Carriage Bintang Berhad Annual Report 2011
17 Inventories
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Motor vehicles 67,957 38,996 46,461 34,590
Spare parts 8,405 6,618 6,658 5,980
76,362 45,614 53,119 40,570
The Group and the Company reversed RM104,000 and RM102,000 (2010: RM754,000 and RM724,000) (Note 7) respectively
in respect of part of inventory write-down made in prior fi nancial year that were subsequently not required as the Group
and the Company were able to sell these inventories at values above their carrying amounts.
18 Trade and Other Receivables
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Trade receivables 36,113 27,931 26,440 24,922
Less: Allowance for impairment (173) (179) (132) (175)
35,940 27,752 26,308 24,747
Warranty claims receivables 1,816 1,740 1,359 1,606
Less: Allowance for impairment (608) (626) (441) (582)
1,208 1,114 918 1,024
Dividend receivable 11,229 11,229 11,229 11,229
Deposits 2,147 1,993 1,775 1,832
Others 1,015 163 1,005 156
Amounts due from subsidiary companies 0 0 5,309 2,578
Less: Allowance for impairment 0 0 (1,152) (1,152)
0 0 4,157 1,426
51,539 42,251 45,392 40,414
Credit terms of trade receivables range from 30 to 90 days.
Concentrations of credit risk with respect to trade receivables are limited as the more signifi cant debts are partially backed
up by bank guarantees and their payment track records. The Group and Company’s historical experience in collection of
trade receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit
risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.
The amounts due from subsidiary companies are, unsecured, interest free and are repayable upon demand.
All trade receivables and other receivables are denominated in Ringgit Malaysia.
54 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
18 Trade and Other Receivables (continued)
The ageing analysis of the trade receivables and warranty receivables is as follows:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Neither past due nor impaired 28,030 21,960 19,990 19,488
Past due but not impaired:
Below 31 days 3,978 2,809 3,281 2,610
31 to 60 days 2,628 1,587 2,066 1,416
61 to 90 days 1,078 1,256 805 1,143
Over 90 days 226 112 166 90
7,910 5,764 6,318 5,259
Impaired
Gross 1,989 1,947 1,491 1,781
Allowance for impairment (781) (805) (573) (757)
1,208 1,142 918 1,024
37,148 28,866 27,226 25,771
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with
the Group. Most of the Group’s trade receivables are arising from sales to reputable public listed companies, fi nance
companies, banks, government or semi-government institutions.
Trade receivables that are individually determined to be impaired at the reporting date relate to disputed debts or under
legal action and debts that have past due more than 90 days. These receivables are not secured by any collateral or credit
enhancement.
Warranty claims receivables are individually determined to be impaired at the reporting date based on the average
rejection rate of 1.0% (2010: 1.0%).
Movements in the allowance for impairment of trade receivables and other receivables:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
At 1 January 805 15,718 757 15,664
Acquisition of a subsidiary company 38 0 0 0
Allowance made/(write back) during the fi nancial year 88 250 (60) 256
Written off during the fi nancial year (150) (15,163) (124) (15,163)
At 31 December 781 805 573 757
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the statement of fi nancial position date is the carrying value of each class of
receivable mentioned above. Where necessary, the Group would request for bank guarantees as collaterals.
55Cycle & Carriage Bintang Berhad Annual Report 2011
19 Cash and Cash Equivalents
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Deposits with licensed banks 29,525 38,860 28,621 38,860
Bank and cash balances 8,293 8,586 3,087 6,877
37,818 47,446 31,708 45,737
Cash and cash equivalents are denominated in Ringgit Malaysia. The bank balances are placed in current accounts with
major licensed banks in Malaysia.
The weighted average annual interest rate that was effective as at the reporting date is as follows:
Group and Company 2011 2010 % % per annum per annum
Deposits with licensed banks 2.66 2.13
Deposits with licensed banks of the Group and of the Company have an average maturity period of 1 day (2010: 1 day).
20 Provisions for Liabilities and Charges
Service and Legal Group warranty claims Total RM’000 RM’000 RM’000
At 1 January 2011 671 320 991
Additional provisions during fi nancial year 0 1,550 1,550
Unused amounts reversed (178) (210) (388)
(Credited)/charged to profi t or loss (Note 26) (178) 1,340 1,162
Utilised during the fi nancial year (2) (100) (102)
At 31 December 2011 491 1,560 2,051
At 1 January 2010 672 291 963
Additional provisions during fi nancial year 0 290 290
Unused amounts reversed 0 (261) (261)
Charged to profi t or loss (Note 26) 0 29 29
Utilised during the fi nancial year (1) 0 (1)
At 31 December 2010 671 320 991
56 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
20 Provisions for Liabilities and Charges (continued)
Service and Legal Company warranty claims Total RM’000 RM’000 RM’000
At 1 January 2011 636 290 926
Additional provisions during the fi nancial year 0 1,550 1,550
Unused amounts reversed (178) (210) (388)
(Credited)/charged to profi t or loss (Note 26) (178) 1,340 1,162
Utilised during the fi nancial year (1) (80) (81)
At 31 December 2011 457 1,550 2,007
At 1 January 2010 637 253 890
Additional provisions during the fi nancial year 0 290 290
Unused amounts reversed 0 (253) (253)
Charged to profi t or loss (Note 26) 0 37 37
Utilised during the fi nancial year (1) 0 (1)
At 31 December 2010 636 290 926
Service and warrantyThe Group and the Company provide service and warranties on vehicles sold under specifi c warranty terms. A provision is
made for expected warranty claims based on past service history or potential obligation to maintain brand image.
Legal claimsThe provision made represents various legal claims arising from the ordinary course of business.
21 Trade and Other Payables
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Trade payables 103,895 82,830 73,073 73,614
Trade accruals 17,504 17,447 15,372 16,315
121,399 100,277 88,445 89,929
Credit terms of trade payables granted to the Group and the Company vary from 30 to 90 days.
All trade payables and accruals are denominated in Ringgit Malaysia.
22 Amounts Due to Subsidiary CompaniesThe amounts due to subsidiary companies are denominated in Ringgit Malaysia, unsecured, interest free and are repayable
upon demand.
57Cycle & Carriage Bintang Berhad Annual Report 2011
23 Borrowings
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Current
Banker acceptance (unsecured) 5,000 0 5,000 0
Finance lease liabilities (secured) 43 0 0 0
5,043 0 5,000 0
Non-current
Finance lease liabilities (secured) 56 0 0 0
Total
Banker acceptance (unsecured) 5,000 0 5,000 0
Finance lease liabilities (secured) 99 0 0 0
5,099 0 5,000 0
The minimum fi nance lease payments under the fi nance lease liabilities are as follows:-
Group 2011 2010 RM’000 RM’000
Within one year 49 0
Between one and fi ve years 59 0
108 0
Less: future fi nance charges (9) 0
Present value of fi nance lease liabilities 99 0
Analysis of present value of fi nance lease liabilities:
Within one year 43 0
Between one to fi ve years 56 0
99 0
The obligations under fi nance leases bore interest rates ranging from 3.25% to 3.55% per annum at the reporting date.
24 Share Capital
Group and Company 2011 2010
’000 RM’000 ’000 RM’000
Ordinary shares of RM1 each
Authorised:
At 1 January/31 December 200,000 200,000 200,000 200,000
Issued and fully paid-up:
At 1 January/31 December 100,745 100,745 100,745 100,745
58 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
25 Retained ProfitsUnder the single-tier tax system which came into effect from the year of assessment 2008, companies are not required to
have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment purposes. Dividends paid under this
system are tax exempt in the hands of shareholders.
Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section 108
credits are exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits to
pay single-tier dividends under the special transitional provisions of the Finance Act 2007. During the fi nancial year, the
Company had fully utilised its tax credits in the Section 108 and had distributed single-tier dividends. The Company would
be able to distribute dividends out of its entire retained profi ts as at 31 December 2011 under the single-tier system.
26 Net Cash Flow from Operations
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Profi t before tax 34,226 34,999 30,643 33,931
Adjustments for:
Property, plant and equipment:
– depreciation 4,174 4,192 3,482 3,904
– gain on disposal (Note 7) (10) (11) (26) (10)
– impairment (354) 28 (354) 28
Interest income (Note 7) (530) (604) (644) (604)
Finance cost 503 254 301 254
Provisions (Note 20) 1,162 29 1,162 37
Dividend income (Note 7) (11,229) (11,229) (11,229) (11,229)
Share of results of an associated company 0 (205) 0 0
(Reversal)/provision for diminution in
value of investment on a subsidiary company 0 0 (90) 40
Interim capital distribution from an associated company 0 0 0 (400)
(6,284) (7,546) (7,398) (7,980)
27,942 27,453 23,245 25,951
Changes in working capital:
Inventories (17,523) 7,986 (12,549) 7,881
Receivables (5,674) 1,580 (2,247) 1,218
Payables 12,805 16,714 (1,484) 11,467
Subsidiary companies’ balances 0 0 (3,708) 7,048
(10,392) 26,280 (19,988) 27,614
Net cash fl ow from operations 17,550 53,733 3,257 53,565
59Cycle & Carriage Bintang Berhad Annual Report 2011
27 Net Cash Outflow from Acquisition of a Subsidiary CompanyOn the 23 November 2010, the Company announced that it had entered into a conditional share sale agreement to acquire 100% of Lowe Motors Sdn. Bhd. (“LMSB”), a company incorporated in Malaysia for RM16 million. The acquisition of LMSB was completed on 13 May 2011.
Fair values of net asset acquired and net cash fl ow on acquisition of LMSB and its subsidiary company are analysed as follows:-
RM’000
Property, plant and equipment 7,719
Dealership rights 5,341
Inventories 13,225
Trade and other receivables 3,614
Cash and cash equivalents 1,820
Borrowings (10,224)
Deferred tax liabilities (882)
Trade and others payables (7,851)
Taxation (1,263)
Goodwill on acquisition 4,501
Total cash outfl ow on acquisition of subsidiary company 16,000
Less: Cash and cash equivalents acquired (1,820)
Attributable net assets 14,180
The Group has completed its purchase price allocation exercise on the acquisition and has accounted for the fair value adjustments accordingly. The revenue and net profi t of the acquired subsidiary company included in the consolidated statement of comprehensive income for the period from 1 May 2011 to 31 December 2011 amounted to RM85,211,000 and RM1,002,000 respectively. Had the acquisition taken effect on 1 January 2011, the revenue and net loss of the acquired subsidiary company included in the consolidated statement of comprehensive income of the Group would have been RM127,219,000 and RM2,750,000 respectively.
28 Subsidiary and Associated CompaniesThe subsidiary and associated companies, which are all incorporated in Malaysia and directly owned by the Company, are detailed below:
Issued Group’s share capital 2011 2010 Principal activities RM’000 % %
Subsidiary companiesIpoh Motors Sdn Berhad 1,710 100 100 Retailing of motor vehicles, sale of spare parts, and servicing of vehicles.
Srisari Sdn. Bhd. 0* 100 100 Dormant.
Selecsama Sdn. Bhd. 5,000 100 100 Sale of spare parts and servicing of vehicles.
Cycle & Carriage 31,000 100 100 Dormant. (Malaysia) Sdn Berhad
Lowe Motors Sdn. Bhd. 4,898 100 0 Retailing of motor vehicles, sale of spare parts, and servicing of vehicles.
Lowe Properties Sdn. Bhd. 200 100 0 Renting of premises.
Associated companyCCL Group Properties Sdn Berhad # 59,664 40 40 Property investment.
* Issued share capital of RM2
# Under members voluntary liquidation
60 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
29 Related Party DisclosuresIn addition to related party disclosures disclosed elsewhere in the fi nancial statements, set out below are other related
party transactions and balances.
The related party transactions described below were carried out on terms and conditions agreed by the related parties.
Company 2011 2010 RM’000 RM’000
(a) With subsidiary companies:
Transfer of motor vehicles and prepaid sales tax to a subsidiary 36,650 53,501
Transfer of motor vehicles and prepaid sales tax from a subsidiary (37,542) (57,153)
Sale of motor vehicles, goods and services 0 182
Servicing of motor vehicles (1,206) 0
Receipt of rental 420 420
Receipt of management fees 698 467
Receipt of interest income 131 0
(b) With an associated company:
Interim capital distribution 0 400
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
(c) With substantial shareholders and companies related to substantial shareholders:
Sale of motor vehicles to Jardine
Matheson (Malaysia) Sdn. Bhd. 0 603 0 603
Payments to Jardine Cycle & Carriage Limited:
– Group service charge (382) (390) (382) (390)
– Insurance premium (19) (24) (19) (24)
Payments of insurance premiums to insurance
broker Jardine Lloyd Thompson Sdn Bhd (111) (102) (111) (102)
Receipts of subsidy from Jardine
Cycle & Carriage Limited 0 20 0 20
Payment of HR services and IT services
to Cycle & Carriage Industries Pte Limited (86) (84) (86) (84)
Purchase of computer software and peripherals
from Jardine OneSolution (2001) Sdn Bhd (702) (698) (702) (698)
Payments of group internal audit
fees to Jardine Matheson & Co., Ltd (230) (230) (230) (230)
61Cycle & Carriage Bintang Berhad Annual Report 2011
29 Related Party Disclosures (continued)
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
(d) With directors:
Sale of motor vehicle to a director 407 0 407 0
(e) Remuneration of key management personnel of the Group:
Fees, salaries and other short term
employee benefi ts (2,482) (2,120) (2,482) (2,120)
Relationships with the above related parties are as follows:
Related party Relationship
Jardine Cycle & Carriage Limited The holding company of the Company.
Jardine Matheson & Co., Ltd Subsidiary companies of Jardine Matheson Holdings Limited,
Jardine OneSolution (2001) Sdn Bhd the ultimate holding company of the Company.
Jardine Lloyd Thompson Sdn Bhd
Jardine Matheson (Malaysia) Sdn. Bhd.
Outstanding balances with the above related parties arose from normal trade transactions during the fi nancial year.
30 Contingent Liabilities (Unsecured)(a) At 31 December 2011, the Group and the Company had contingent liabilities in respect of various legal claims against
the Company amounting to RM3,123,000 (2010: RM2,094,000). After taking appropriate legal advice, the directors
are of the opinion that the outcome of such actions is unlikely to give rise to any signifi cant loss to the Group and
the Company.
(b) At 31 December 2011, the Group and the Company had contingent liabilities in respect of recognition of “years of
service” in the Company in the event of a “retrenchment or closure exercise” by Mercedes-Benz Malaysia Sdn Bhd
(“MBM”) in respect of those former employees who opted to join MBM in December 2002 amounting to RM1,900,000
(2010: RM2,600,000). The directors are of the view the likelihood of this event materialising is remote and as such
no provision has made in the fi nancial statements.
(c) At 31 December 2011, the Group and the Company had contingent liabilities in respect of recognition of “years of service”
in the Company in the event of a “retrenchment or closure exercise” by Hap Seng Auto Sdn Bhd (“HSA”) in respect of
those former employees who opted to join HSA in December 2005 amounting to RM620,000 (2010: RM620,000).
If these employees are retrenched due to the closure and cessation of business by HSA within 10 years after the
completion of the business and asset transfer from the Company’s Kuching Branch to HSA, the Company is liable for
the cost of retrenchment in respect of period of employment under the Company. The directors are of the view the
likelihood of this event materialising is remote and as such no provision has been made in the fi nancial statements.
(d) In 1997, the Company supplied units of bus chassis to Transit Link Sdn Bhd (“Transit Link”) and was paid by Transit
Link’s appointed bus body builder, Hup Lee Coachbuilders Holdings Sdn Bhd (“Hup Lee”).
On 10 February 2004, Hup Lee served a Writ of Summons on the Company after an earlier Originating Summons on
the same matter was dismissed. In the Writ, Hup Lee is seeking the return of the monies it paid to the Company
alleging wrongful payment of RM8 million plus accrued interest. The matter went on trial and the court has decided in
favour of the Company in December 2009. Hup Lee has fi led an appeal to the Court of Appeal in January 2010. Based
on legal advice, the directors believe that the Company has a reasonable chance of succeeding and accordingly, no
provision has been made in the fi nancial statements for this claim.
62 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2011
31 Financial InstrumentsThe carrying amounts of other fi nancial assets and liabilities of the Group and of the Company at the reporting date
approximated their fair values.
32 Segment ReportingThe activities of the Group are conducted within Malaysia as shown in the following business segments:
• Automobile industry – retailing of motor vehicles, sales of spare parts and servicing of vehicles.
• Investment – investment in Mercedes-Benz Malaysia Sdn Bhd.
• Others – property investment through an associated company, CCL Group Properties Sdn Berhad
(under members voluntary liquidation).
Automobile industry Investment Others Total RM’000 RM’000 RM’000 RM’000
2011
Revenue 677,962 0 0 677,962
Results:
Segment results 23,500 11,229 0 34,729
Finance cost (503) 0 0 (503)
34,226
Tax expense (Note 6) (7,605)
Net profi t 26,621
Net assets:
Segment assets 238,233 80,968 0 319,201
Unallocated assets 1,709
320,910
Segment liabilities 128,549 0 0 128,549
Unallocated liabilities 880
129,429
Other information:
Capital expenditure 1,585 0 0 1,585
Depreciation 4,174 0 0 4,174
2010
Revenue 589,246 0 0 589,246
Results:
Segment results 23,819 11,229 0 35,048
Finance cost (254) 0 0 (254)
Share of results of an associated company 0 0 205 205
34,999
Tax expense (Note 6) (8,223)
Net profi t 26,776
63Cycle & Carriage Bintang Berhad Annual Report 2011
32 Segment Reporting (continued)
Automobile industry Investment Others Total RM’000 RM’000 RM’000 RM’000
2010 (continued)
Net assets:
Segment assets 192,528 84,364 0 276,892
Unallocated assets 1,064
277,956
Segment liabilities 101,268 0 0 101,268
Unallocated liabilities 607
101,875
Other information:
Capital expenditure 1,178 0 0 1,178
Depreciation 4,192 0 0 4,192
33 Commitments
(a) Capital commitmentsCapital expenditure not provided for in the fi nancial statements are as follows:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Property, plant and equipment
– Approved and contracted 8,753 112 8,753 112
– Approved but not contracted 123 0 123 0
8,876 112 8,876 112
(b) Operating lease commitmentsThe Group leases various properties under non-cancellable operating lease agreements. The leases have varying
terms and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Within one year 2,380 3,606 2,074 3,502
Between one and fi ve years 14 1,441 0 1,430
2,394 5,047 2,074 4,932
64 Cycle & Carriage Bintang Berhad Annual Report 2011
34 Supplementary Information Disclosed Pursuant to Bursa Malaysia Securities Berhad Listing RequirementsThe following analysis of realised and unrealised retained profi ts at the legal entity level is prepared in accordance with
Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants
whilst the disclosure at the Group level is based on the prescribed format by the Bursa Malaysia Securities Berhad.
The retained profi ts as at 31 December 2011 is analysed as follow:
Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000
Total retained profi ts of the Cycle & Carriage Bintang Berhad
and its subsidiaries:
Realised 61,125 40,068 65,969 49,781
Unrealised 313 (111) (3) (91)
61,438 39,957 65,966 49,690
Total share of accumulated losses
from an associated company:
Realised (59,664) (59,664) 0 0
1,774 (19,707) 65,966 49,690
Consolidation adjustments – realised 61,369 64,054 0 0
Total retained profi ts 63,143 44,347 65,966 49,690
65Cycle & Carriage Bintang Berhad Annual Report 2011
FIVE-YEAR SUMMARY
2007 2008 2009 2010 2011 RM’000 RM’000 RM’000 RM’000 RM’000
Consolidated Statements of Comprehensive IncomeRevenue 658,566 556,807 466,320 589,246 677,962
Profi t before tax 11,399 53,546 36,529 34,999 34,226Tax expense (3,604) (838) (8,357) (8,223) (7,605)Net profi t attributable to shareholders 7,795 52,708 28,172 26,776 26,621
Earnings per share (sen) 7.7 52.3 28.0 26.6 26.4 Gross dividend per share (sen) 10.0 145.0 130.0 10.0 10.0
Consolidated Statements of Financial PositionProperty, plant and equipment 87,685 76,102 71,558 68,446 73,901 Intangible assets 0 0 0 0 9,842 Investment in an associated company 527 204 195 0 0Available-for-sale investment 66,003 66,003 66,003 73,135 69,739
Other net non-current (liabilities)/assets (886) 2,914 1,343 879 1,029 Non-current assets held for sale 10,291 250 0 0 0Net current assets, other than net cash/(borrowings) 156,096 15,544 12,203 (13,825) 4,251 Net (borrowings)/cash (44,541) 58,766 (1,573) 47,446 32,719 Net operating assets 275,175 219,783 149,729 176,081 191,481
Share capital 100,745 100,745 100,745 100,745 100,745
Reserves 174,430 119,038 48,984 75,336 90,736 Shareholders’ funds and capital employed 275,175 219,783 149,729 176,081 191,481
Net assets value per share (RM) 2.7 2.2 1.5 1.7 1.9
Consolidated Statements of Cash FlowsNet cash fl ow from operating activities 68,438 120,569 27,489 46,043 7,353 Net cash fl ow from/(used in) investing activities 10,602 81,316 10,398 10,532 (4,497)Net cash fl ow used in fi nancing activities (88,354) (157,578) (68,226) (37,556) (12,484)
Net cash fl ow per share from operating activities (RM) 0.7 1.2 0.3 0.5 0.1
Key RatiosGearing 16% 0% 1% 0% 0%Interest cover (times) 4 71 73 139 69 Dividend cover (times) 1.1 0.5 0.3 3.5 2.9 Dividend payout 95% 205% 349% 28% 34%Return on shareholders’ funds 2.8% 21.3% 15.2% 16.4% 14.5%
Notes :1. Earnings per share is computed based on the net profi t attributable to shareholders divided by the weighted average number of shares in issue.
2. Gross dividend per share represents the dividend declared and dividend proposed per share for the fi nancial year.
3. Net assets value per share is computed based on shareholders’ funds divided by the number of shares in issue at the end of the fi nancial year.
4. Net cash fl ow per share from operating activities is computed based on the net cash fl ow from operating activities divided by the weighted average
number of shares in issue.
5. Gearing is computed based on net borrowings divided by shareholders’ funds.
6. Interest cover is computed based on profi t before interest expense and tax expense divided by interest expense.
7. Dividend cover is based on the net profi t attributable to shareholders divided by net dividend declared and dividend proposed for the fi nancial year.
8. Dividend payout is based on net dividend declared and dividend proposed for the fi nancial year divided by net profi t attributable to shareholders.
9. Return on shareholders’ funds is computed based on net profi t attributable to shareholders divided by average shareholders’ funds.
10. Included in 2008 and 2009 gross dividends were special gross interim dividends of 135 sen and 120 sen per share respectively.
66 Cycle & Carriage Bintang Berhad Annual Report 2011
FINANCIAL CHARTS
0
10
20
30
40
50
60
Earnings per share
1110090807
sen
0
3
6
9
12
15
0
3
6
9
12
15
Gross dividend per share *
1110090807
sen
0
200
400
600
800
1,000
Revenue
1110090807
RM’ million
0
50
100
150
200
250
300
0.0
0.5
1.0
1.5
2.0
2.5
3.0
RM
Capital employed
Net asset value per share (RM)
1110090807
RM’ million
0
10
20
30
40
50
60
Net profit attributable to shareholders
1110090807
RM’ million
%
0
50
100
150
200
250
300
0
5
10
15
20
25
Shareholders’ funds
Return on average shareholders’ funds (%)
1110090807
RM’ million
* excluding special interim dividend
67Cycle & Carriage Bintang Berhad Annual Report 2011
Location of Property DescriptionApproximate
Age of Building(Years)
Land Area(sq. ft.)
Land Tenure (expiry of lease)
Net Book Value
RM’000
Acquisition Date
1. Lot 5,
Jalan Perusahaan
Satu, Kawasan
Perindustrian PKNS,
68100 Batu Caves,
Selangor.
Service centre,
parts retail
and offi ce.
15 178,118 Leasehold
(5 September
2074)
5,103 14 December
1982
2. No. 102, Jalan
Skudai,
81200 Johor Bahru,
Johor.
MB Autohaus
– vehicle
showroom,
service centre,
parts retail
and offi ce.
20 223,799 Freehold 10,853 30 January
1991
3. No. 75, Jalan Tunku
Abdul Rahman,
30010 Ipoh,
Perak.
MB Autohaus
– vehicle
showroom,
service centre,
parts retail
and offi ce.
8 100,155 Freehold 3,780 24 December
1983
4. No. 37A, Lot 82,
Jalan Kamunting,
Tanah Rata,
39007 Cameron
Highlands,
Pahang.
Holiday bungalow. 35 50,569 Leasehold
(30 August
2037)
32 23 November
1977
5. No. 16, Jalan
PJU 7/5, Mutiara
Damansara, 47800
Petaling Jaya,
Selangor.
MB Autohaus
– vehicle
showroom,
service centre,
parts retail
and offi ce.
6 63,217 Freehold 18,781 7 April 2005
6. Lot 19, Jalan
51A/219,
46100 Petaling Jaya,
Selangor.
MB Autohaus
– vehicle
showroom,
service centre,
parts retail
and offi ce.
6 102,997 Leasehold
(7 January 2067)
21,062 21 April 2004
7. No. 1619, Jalan
Pengkalan,
Bukit Tengah,
14000 Bukit
Mertajam, Penang.
Service centre,
parts retail
and offi ce.
15 90,018 Freehold 4,922 13 May 2011
GROUP PROPERTIES As at 31 December 2011
68 Cycle & Carriage Bintang Berhad Annual Report 2011
SHAREHOLDING STATISTICS
Analysis of Shareholdings by Range Groups as at 29 February 2012
No. of % Over Total No. of % Over Total Size of Shareholdings Shares Shares Holders Shareholders
1 - 99 3,629 0.01 274 5.75
100 - 1,000 1,380,574 1.37 1,699 35.67
1,001 - 10,000 9,102,095 9.03 2,450 51.44
10,001 - 100,000 7,921,002 7.86 314 6.59
100,001 - 5,037,224 13,273,900 13.18 24 0.51
5,037,225 and above 69,063,300 68.55 2 0.04
100,744,500 100.00 4,763 100.00
Thirty Largest Shareholders as at 29 February 2012
No. Investor Name/Benefi ciary Name No. of Shares %
1. HDM Nominees (Asing) Sdn Bhd DBS Vickers Secs (S) Pte Ltd for Jardine Cycle & Carriage Limited 59,543,000 59.10
2. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board 9,520,300 9.45
3. CIMSEC Nominees (Tempatan) Sdn Bhd Exempt an for CIMB Trustee Berhad (CO1046) 3,792,000 3.76
4. Employees Provident Fund Board 1,500,000 1.49
5. Key Development Sdn. Berhad 1,183,000 1.17
6. Gan Teng Siew Realty Sdn. Berhad 1,049,900 1.04
7. Chinchoo Investment Sdn. Berhad 909,000 0.90
8. Mikdavid Sdn Bhd 864,900 0.86
9. Gemas Bahru Estates Sdn. Bhd. 797,700 0.79
10. CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Goh Sin Bong (MP0081) 514,000 0.51
11. Bidor Tahan Estates Sdn. Bhd. 356,200 0.35
12. Citigroup Nominees (Asing) Sdn Bhd CBNY for Dimensional Emerging Markets Value Fund 241,300 0.24
13. Tan Tiaw Huat 220,700 0.22
14. Chan Kim Sendirian Berhad 194,900 0.19
15. Sin Ee Nam 182,300 0.18
16. Rengo Malay Estate Sendirian Berhad 179,700 0.18
17. HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd for Johore (Masai) Plantation Sdn Bhd. 160,000 0.16
18. CIMSEC Nominees (Asing) Sdn Bhd Exempt an for CIMB Securities (Singapore) Pte Ltd (Retail Clients) 151,000 0.15
19. Sinjin Pertama Holdings Sdn. Bhd. 150,000 0.15
20. Lee Joo Chew @ Lee Sean Wah 142,000 0.14
21. Mayban Securities Nominees (Asing) Sdn Bhd Exempt an for UOB Kay Hian Pte Ltd (A/c Clients) 133,000 0.13
22. HDM Nominees (Asing) Sdn Bhd Lim & Tan Securities Pte Ltd for Yap Giau Teck @ Yap Geow Teck 120,000 0.12
23. Mikdavid Sdn Bhd 115,000 0.11
24. Cheong Yee Sum @ Wong Yee Sum 112,300 0.11
25. Public Invest Nominees (Asing) Sdn Bhd Exempt an for UOB Kay Hian Pte Ltd (A/c Clients) 104,000 0.10
26. Chong Kok Fah 101,000 0.10
27. Chew Saw Kee 100,000 0.10
28. Lim Chir Ching 100,000 0.10
29. Chinchoo Holdings (S) Private Limited 99,800 0.10
30. Ong Aik Khoon 99,000 0.10
82,736,000 82.10
69Cycle & Carriage Bintang Berhad Annual Report 2011
Substantial Shareholders as at 29 February 2012
Direct Indirect
No. Name No. of Shares % No. of Shares %
1. Jardine Cycle & Carriage Limited 59,543,000 59.10 – –
2. Employees Provident Fund Board 11,020,300 10.94 – –
3. Jardine Matheson Holdings Limited – – 59,543,000* 59.10
4. JMH Investments Limited – – 59,543,000* 59.10
5. Jardine Strategic Holdings Limited – – 59,543,000* 59.10
6. JSH Asian Holdings Limited – – 59,543,000* 59.10
7. Jardine Strategic Singapore Pte Ltd – – 59,543,000* 59.10
* Deemed interest by virtue of Section 6A of the Companies Act, 1965
Directors’ Shareholding as at 29 February 2012
None of the Directors hold shares in the Company.
70 Cycle & Carriage Bintang Berhad Annual Report 2011
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 44th Annual General Meeting of the Company will be held at Concorde Ballroom 1, Lobby Level,
Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 20 April 2012 at 9.00 a.m., for the following purposes:
Agenda
1. To receive the Audited Financial Statements for the fi nancial year ended 31 December 2011 together with
the Reports of the Directors and the Auditors thereon.
Resolution 1
2. To approve the payment of a fi nal single-tier dividend of RM0.05 per share for the fi nancial year ended
31 December 2011 as recommended by the Directors.
Resolution 2
3. To approve the payment of Directors’ fees of up to RM344,000 for the fi nancial year ending 31 December
2012 (2011: RM338,000).
Resolution 3
4. To re-elect Vimala A/P V.R. Menon, who is retiring pursuant to Article 98 of the Articles of Association
of the Company.
Resolution 4
5. To elect Alexander Newbigging, who is retiring pursuant to Article 103 of the Articles of Association of
the Company.
Resolution 5
6. To consider and if thought fi t, to pass the following resolution pursuant to Section 129(6) of the
Companies Act, 1965:-
“THAT Tan Sri Dato’ Sulaiman bin Sujak who is over the age of seventy years and retiring in accordance
with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the
Company and to hold offi ce until the next Annual General Meeting.”
Resolution 6
7. To re-appoint Messrs. PricewaterhouseCoopers as Auditors and to authorise the Directors to fi x their
remuneration.
Resolution 7
8. To transact any other business of which due notice shall be given.
As Special Business:
To consider and if thought fi t, to pass the following resolutions with or without modifi cations:
9. Ordinary ResolutionAuthority to issue new ordinary shares pursuant to Section 132D of the Companies Act 1965 (“the Act”)
“THAT, pursuant to Section 132D of the Act and the Articles of Association of the Company and subject
to the approvals from Bursa Malaysia Securities Berhad and other relevant government/regulatory
authorities, where such approval is necessary, the Directors of the Company be and are hereby empowered
pursuant to Section 132D of the Act to issue shares in the Company at any time until the conclusion
of the next Annual General Meeting and upon such terms and conditions and for such purposes as the
Board of Directors may, in their absolute discretion, deem fi t provided that the aggregate nominal value
of shares to be issued during the preceding 12 months does not exceed 10% of the nominal value of
the issued and paid-up share capital (excluding treasury shares) of the Company for the time being
AND THAT the Board of Directors be and are also empowered to obtain approval for the listing of and
quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.”
Resolution 8
71Cycle & Carriage Bintang Berhad Annual Report 2011
10. Ordinary ResolutionAuthority for the Renewal of the Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature With Related Parties (“RRPT”) under Paragraphs 2.3.1 and 2.3.2 of the Circular to Shareholders dated 29 March 2012 (“Circular”)
(i) “THAT, subject to the Act and Bursa Malaysia Securities Berhad Main Market Listing Requirements,
approval be and is hereby given to the Company and its subsidiary companies to renew the
proposed shareholders’ mandate for RRPT which are necessary for the day-to-day operations and
not more favourable to the related parties than those generally available to the public (“Proposed
Shareholders’ Mandate”) and are not to the detriment of the minority shareholders as set out in
Paragraphs 2.3.1 and 2.3.2 of the Circular and that the authority conferred by this resolution shall
take effect immediately upon the passing of this resolution;
(ii) THAT such Proposed Shareholders’ Mandate is subject to annual renewal and such approval shall
continue to be in force until:
(a) the conclusion of the next Annual General Meeting of the Company following this Annual
General Meeting, at which time it will lapse, unless by a resolution passed at the meeting,
the authority is renewed;
(b) the expiration of the period within which the next Annual General Meeting after the date
is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such
extension as may be allowed pursuant to Section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is the earlier;
(iii) THAT the Directors of the Company be and are hereby authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the renewal and the extension of the scope of the
Proposed Shareholders’ Mandate;
(iv) THAT the estimates given of the RRPT specifi ed in Paragraph 2.3.2 of the Circular being provisional
in nature be accepted and that, the Directors and/or any of them be and are hereby authorised to
agree to the actual amounts thereof provided always that such amount or amounts comply with
the procedures set out in Paragraph 2.4 of the Circular; and
(v) THAT the aggregate value of the transactions conducted pursuant to the Proposed Shareholders’
Mandate during the fi nancial year be disclosed in the annual report in accordance with Bursa
Malaysia Securities Berhad Main Market Listing Requirements.”
Resolution 9
72 Cycle & Carriage Bintang Berhad Annual Report 2011
Notice of Dividend Entitlement and PaymentNOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of Members at the 44th Annual General Meeting of the Company
to be held on Friday, 20 April 2012, a fi nal single-tier dividend of RM0.05 per share, for the fi nancial year ended 31 December
2011 will be paid on Friday, 25 May 2012 to Depositors whose names appear in the Record of Depositors on Monday, 30 April
2012.
FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for the dividend entitlement only in respect of:
(a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on Monday, 30 April 2012 in respect of ordinary
transfers; and
(b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa
Malaysia Securities Berhad.
By Order of the Board
Yeap Kok Leong (MAICSA No. 0862549)
Oh Swee Chin (MAICSA No. 7055178)
Company Secretaries
Kuala Lumpur
Dated: 29 March 2012
NOTICE OF ANNUAL GENERAL MEETING
73Cycle & Carriage Bintang Berhad Annual Report 2011
Notes:
1. A Member of the Company entitled to
attend and vote at the meeting is entitled
to appoint a proxy or in the case of a
corporation, to appoint a representative to
attend and vote in his place. A proxy need
not be a Member of the Company and a
Member may appoint any person to be
his proxy without any limitation and the
provisions of Section 149(1)(b) of the Act
shall not apply to the Company.
2. The Proxy Form must be signed by the
appointor or his attorney duly authorised in
writing or if the appointor is a corporation
either under common seal or under the
hand of an attorney or an offi cer duly
authorised.
3. In the event the Member duly executes the
Proxy Form but does not name any proxy,
such Member shall be deemed to have
appointed the Chairman of the meeting as
his proxy.
4. Any alterations in the Proxy Form must be
initialled.
5. To be valid, the Proxy Form duly completed
must be deposited at the Registered Offi ce
of the Company at Level 18, The Gardens
North Tower, Mid Valley City, Lingkaran
Syed Putra, 59200 Kuala Lumpur, Malaysia,
not less than 48 hours before the time for
holding the meeting or adjourned meeting.
6. Where a Member is an authorised nominee
as defi ned under the Securities Industry
(Central Depositories) Act, 1991, it may
appoint at least one (1) proxy in respect
of each Securities Account it holds with
ordinary shares of the Company standing to
the credit of the said Securities Account.
7. Where a Member of the Company is an
exempt authorised nominee which holds
ordinary shares in the Company for multiple
benefi cial owners in one securities account
(“omnibus account”), there is no limit to
the number of proxies which the exempt
authorised nominee may appoint in respect
of each omnibus account it holds.
8. For the purpose of determining a Member
who shall be entitled to attend the 44th
Annual General Meeting, the Company shall
be requesting Bursa Malaysia Depository
Sdn Bhd, in accordance with Article 58(2)
of the Company’s Articles of Association
and Section 34(1) of the Securities Industry
(Central Depositories) Act, 1991 to issue a
General Meeting Record of Depositor as
at 13 April 2012. Only a depositor whose
name appears therein shall be entitled to
attend the said meeting or appoint a proxy
to attend and/or vote on his stead.
Explanatory Notes on Ordinary Business:
1. Proposed Resolution 3
Approval for Directors’ Fees
Directors’ fees approved for the fi nancial year
ended 31 December 2011 was RM338,000.
The actual Directors’ fees for Non-Executive
Directors paid during the fi nancial year
2011 was RM338,000. The Directors’ fees
proposed for the fi nancial year ending 31
December 2012 are calculated based on the
number of scheduled Board and Committee
meetings for 2012 and assuming that all
Non-Executive Directors will hold offi ce until
the end of the fi nancial year. This resolution
is to facilitate payment of Directors’ fees on
current fi nancial year basis. In the event the
Directors’ fees proposed is insuffi cient (e.g.
due to more meetings or enlarged Board
size), approval will be sought at the next
Annual General Meeting for additional fees
to meet the shortfall.
2. Proposed Resolution 5
Election of Alexander Newbigging
The Company had on 15 February 2012
announced to Bursa Malaysia Securities
Berhad that Alexander Newbigging will
be appointed as Non-Independent Non-
Executive Director and Chairman of the
Company with effect on 1 April 2012. As
such, he is subject to retirement under
Article 103 of the Company’s Articles of
Association of the Company.
Explanatory Notes on Special Business:
1. Proposed Resolution 8
Approval for Issuance of New Ordinary
Shares Pursuant to Section 132D of the Act
The Proposed Resolution 8 is for the purpose
of granting a renewed general mandate
(“General Mandate”) and empowering the
Directors to issue shares in the Company
up to an amount not exceeding in total ten
per cent (10%) of the nominal value of the
issued and paid up Share Capital (excluding
treasury shares) of the Company for such
purposes as the Directors consider would
be in the interest of the Company.
This authority, unless revoked or varied
by the Company at a general meeting, will
expire at the next Annual General Meeting.
The General Mandate will provide fl exibility
to the Company for issuance of shares
for any possible fund raising activities,
including but not limited for further placing
of shares, for the purpose of funding future
investment project(s), working capital,
acquisition(s) or such other applications
that the Directors may in their absolute
discretion deemed fi t.
As at the date of this Notice, the Company
did not issue any shares pursuant to the
mandate granted to the Directors at the
43rd Annual General Meeting. The Company
did not issue any shares pursuant to the
mandate granted because there were no
investment(s), acquisition(s) or working
capital that required fund raising activity.
2. Proposed Resolution 9
Proposed Shareholders’ Mandate for
Recurrent Related Party Transactions of a
Revenue or Trading Nature
For further information on Proposed
Resolution 9, please refer to Circular
to Shareholders dated 29 March 2012
accompanying the Company’s Annual Report
for the year ended 31 December 2011.
74 Cycle & Carriage Bintang Berhad Annual Report 2011
DIRECTOR FOR ELECTION
A Director who is standing for election at the 44th Annual General Meeting of the Company to be held at Concorde Ballroom
1, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 20 April 2012 at 9.00 a.m. is Alexander
Newbigging.
Please fi nd appended below his profi le for your information:
Alexander Newbigging
Mr. Newbigging, aged 39, a British citizen, has been appointed to the Board with effect from 1 April 2012 as a Non-Independent
Non-Executive Director and Chairman of the Board. He will also act as Chairman of Remuneration Committee and member of
Nomination Committee with effect from 1 April 2012. In addition, he has been appointed as Group Managing Director of Jardine
Cycle & Carriage Group with effect from 1 April 2012. He has been employed by Jardine Matheson since 1995 in a variety of
roles, spanning the fi elds of business process outsourcing, aviation services, retailing and engineering, and over this period
was based in the Philippines, Australia, Malaysia and Hong Kong. He is currently the Chief Executive of Jardine Engineering
Corporation and before that, General Manager of IKEA Hong Kong. Mr. Newbigging graduated from the University of Edinburgh
with a Master of Arts (Honours) degree in mental philosophy and has completed the General Management Program at the
Harvard Business School.
He does not have any family relationship with any director and/or substantial shareholder, any confl ict of interest with the
Company or any convictions for offences in the past 10 years other than traffi c offences.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGPursuant to Paragraph 8.27(2) of Bursa Malaysia Securities Berhad Main Market Listing Requirements
PROXY FORMCycle & Carriage Bintang Berhad (7378-D)
(Incorporated in Malaysia)
I/We Tel: [Full name in block, NRIC No./Company No. and telephone number]
of
being a member/members of Cycle & Carriage Bintang Berhad, hereby appoint:-
Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings
No. of Shares %
Address
and / or (delete as appropriate)
Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings
No. of Shares %
Address
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the 44th Annual General
Meeting of the Company to be held at Concorde Ballroom 1, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur
on Friday, 20 April 2012 at 9.00 a.m. or any adjournment thereof, and to vote as indicated below:-
RESOLUTIONS FOR AGAINST
1. Statutory Financial Statements for the Financial Year Ended 31 December 2011. Resolution 1
2. Payment of a Final Single-Tier Dividend. Resolution 2
3. Payment of Directors’ Fees. Resolution 3
4. Re-election of Vimala A/P V.R. Menon as Director. Resolution 4
5. Election of Alexander Newbigging as Director. Resolution 5
6. Re-appointment of Tan Sri Dato’ Sulaiman bin Sujak as Director. Resolution 6
7. Re-appointment of Messrs. PricewaterhouseCoopers as Auditors. Resolution 7
8. Authority to Issue Shares Pursuant to Section 132D of the Companies Act 1965. Resolution 8
9. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature under Paragraphs 2.3.1 and 2.3.2 of the Circular.
Resolution 9
Please indicate with an “X” in the space provided whether you wish your votes to be cast for or against the resolutions. In the
absence of specifi c direction, your proxy will vote or abstain as he thinks fi t.
Signed this day of 2012
Signature of Member/Common Seal
Notes:1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and
vote in his place. A proxy need not be a Member of the Company and a Member may appoint any person to be his proxy without any limitation and the provisions of Section
149(1)(b) of the Act shall not apply to the Company.
2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under the hand
of an attorney or an offi cer duly authorised.
3. In the event the Member duly executes the Proxy Form but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meeting as his
proxy.
4. Any alterations in the Proxy Form must be initialled.
5. To be valid, the Proxy Form duly completed must be deposited at the Registered Offi ce of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed
Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting.
6. Where a Member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each
Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
7. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in one securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
8. For the purpose of determining a Member who shall be entitled to attend the 44th Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn
Bhd, in accordance with Article 58(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General
Meeting Record of Depositor as at 13 April 2012. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint a proxy to attend and/
or vote on his stead.
CDS Account No. No. of shares held
fold here
Cycle & Carriage Bintang Berhad (7378-D)
Level 18, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Stamp
fold here
www.ccb.com.my