[go: up one dir, main page]

0% found this document useful (0 votes)
160 views136 pages

WIDAD - Annual Report 2018

Download as pdf or txt
Download as pdf or txt
Download as pdf or txt
You are on page 1/ 136

TS

N
TE

02
03
05 – 07
Corporate Vision And Mission
Corporate Structure
Notice Of Annual General Meeting
N
08 Corporate Information
09 – 11 Chairman’s Statement
12 – 19 Profile Of Directors
CO

20 – 24 Profile Of Key Senior Management


26 – 29 Our Solutions And Services

31 – 34 Management Discussion And Analysis
35 – 36 Sustainability Report
37 – 38 Statement On Risk Management And
Internal Control
39 – 49 Corporate Governance
Overview Statement
50 – 52 Audit Committee Report

53 – 122 Audited Financial Statements
123 – 125 Analysis Of Shareholdings
126 – 128 Analysis Of Warrantholdings
129 Other Disclosure Requirements
130 List Of Properties
Proxy Form
OUR
VISION
Widad Group Berhad aspires to be at the forefront
of nation building and economic development in the
Southeast Asian region.

Through empowering people in our organization


to unleash their full potential, we can enrich the
lives of our stakeholders and contribute OUR
MISSION
meaningfully to the industry
and the region at large.

Our clients always come first. We strive to create a


synergistic relationship that is sustainable and deliver
peerless solutions. Our firm commitment to continuously
develop the skills of our people will further strengthen the
capabilities of our organization.

WIDAD GROUP BERHAD (857363-U)


2
ANNUAL REPORT 2018
CORPORATE
STRUCTURE

100%
Sdn. Bhd.

100%

Sdn. Bhd.

100%

Sdn. Bhd.
BRIDGING
PASSIONATE
PEOPLE AND
LEADING
TECHNOLOGIES
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE TENTH ANNUAL GENERAL MEETING (“AGM”) OF THE COMPANY
WILL BE HELD AT PETRA 2 ROOM, TOWER 4, LEVEL 2, ROYAL WIDAD RESIDENCE @ UTMKL, JALAN
MAKTAB, 54100 KUALA LUMPUR ON FRIDAY, 28 JUNE 2019 AT 10.00 A.M FOR THE PURPOSE OF
TRANSACTING THE FOLLOWING BUSINESSES: -

AGENDA
1. To receive the Audited Financial Statements of the Company for the financial year ended 31
December 2018 together with the Directors’ and Auditors’ Reports thereon.

2. To approve the payment of Directors’ Fees amounting to RM148,439.00 for the financial year (Ordinary Resolution 1)
ended 31 December 2018.

3. To approve the payment of Directors’ fees and benefits up to RM400,000.00 from 01 July (Ordinary Resolution 2)
2019 until the next AGM of the Company.

4. To re-elect the following Directors retiring in accordance with Article 86 of the Company’s
Constitution and being eligible, have offered themselves for re-election: -

(i) Dato’ Feizal Mustapha @ Feizal Bin Mustapha (Ordinary Resolution 3)

(ii) Dato’ Dr Mohd Rizal Mohd Jaafar (Ordinary Resolution 4)

(iii) Mr. Tung Ghee Meng (Ordinary Resolution 5)

(iv) Mr. Ong Kuan Wah (Ordinary Resolution 6)

(v) Ms. Cheng Ming Fui (Ordinary Resolution 7)

(vi) En. Nor Adha Bin Yahya (Ordinary Resolution 8)

5. To re-appoint Messrs. Grant Thornton Malaysia as Auditors for the financial year ending (Ordinary Resolution 9)
31 December 2019 and to authorise the Board of Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider, and if thought fit, to pass the following resolutions: -



6. AUTHORITY TO ISSUE SHARES (Ordinary Resolution 10)
“THAT pursuant to Section 75 and Section 76 of the Companies Act 2016 and subject to the
approvals from the relevant governmental and/or regulatory authorities, the Directors be
and are hereby empowered to issue shares in the Company from time to time and upon
such terms and conditions and for such purposes as the Directors may in their absolute
discretion deem fit, provided that the aggregate number of shares issued pursuant to this
resolution, does not exceed ten (10) percent of the total number of issued shares of the
Company to the authority AND THAT the Directors be and are also hereby empowered to
obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation
for the additional shares so issued AND THAT such authority shall continue in force until
the conclusion of the next AGM of the Company.”

5
www.widadgroup.com
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

7. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED (Ordinary Resolution 11)
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED RENEWAL OF
SHAREHOLDERS’ MANDATE”)

“THAT subject always to the ACE Market Listing Requirements of Bursa Malaysia Securities
Berhad, approval be and is hereby given for the Company and/or its subsidiaries (“Widad
Group”) to enter into recurrent related party transactions of a revenue or trading nature
as set out in Section 2.4 of the Circular to Shareholders dated 30 April 2019, which are
necessary for the day-to-day operations of Widad Group provided that the transaction are
in the ordinary course of business, and are carried out at arms’ length basis on normal
commercial terms which are not more favourable to the related party than those generally
available to the public as well as are not detrimental to the minority shareholders’ of the
Company and such approval, shall continue to be in force until; -

i) the conclusion of the next Annual General Meeting of the Company following the EGM
at which the Proposed Shareholders’ Mandate is passed, at which time it will lapse,
unless by a resolution passed at the meeting, the Proposed Shareholders’ Mandate
authority is renewed;

ii) the expiration of the period within which the next Annual General Meeting after the date
it is required to be held pursuant to Section 340(2)(b) of the Companies Act, 2016 (“the
Act”) (but shall not extend to such extension as may be allowed pursuant to Section
340(4) of the Act); or

iii) revoked or varied by resolution passed by the shareholders in general meeting;

whichever is earlier.

AND THAT the Board of Directors of the Company (“Board“) be and is hereby authorised
to do all acts, deeds, things and to execute all necessary documents as they may consider
necessary or expedient in the best interest of the Company with full power to assent to any
conditions, variations, modifications and/or amendments in any manner as may be required
or permitted under relevant authorities and to deal with all matters in relation thereto and
to take such steps and do all acts and things in any manner as they may deem necessary of
expedient to implement, finalise and give full effect to the transactions contemplated and/
or authorised by this Ordinary Resolution”

8. To transact any other business which may properly be transacted at an AGM for which due
notice shall have been given.

BY ORDER OF THE BOARD

LIM SECK WAH (MAICSA 0799845)


TANG CHI HOE (KEVIN) (MAICSA 7045754)
SHUHILAWATI BINTI TAJUDDIN (LS0010190)
Company Secretaries

Dated: 30 April 2019


Kuala Lumpur

WIDAD GROUP BERHAD (857363-U)


6
ANNUAL REPORT 2018
NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

Notes:-

1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the Tenth AGM, the Company
shall be requesting the Record of Depositors as at 20 June 2019. Only a depositor whose name appears on the Record of
Depositors as at 20 June 2019 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on
his/her behalf.

2. A member may appoint up to two (2) proxies who need not be members of the Company to attend, speak and vote at the
same meeting. Where a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the
proportion of his/her holdings to be represented by each proxy.

3. Where a member is an authorised nominee as defined under the Central Depositories Act 1991, it may appoint at least
one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the
Company standing to the credit of the said securities account.

4. Where a member of the company is an exempt authorised nominee which holds ordinary shares in the company for
multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which
the exempt authorized nominee may appoint in respect of each omnibus account it holds.

5. The instrument appointing a proxy, in the case of an individual, shall be signed by the appointer or by his attorney duly
authorised in writing, and in the case of a corporation, shall be executed under its Common Seal or under the hand of an
officer or attorney of the corporation duly authorised.

6. The Form of Proxy shall be deposited at the Registered Office of the Company at Level 15-2, Bangunan Faber Imperial
Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the
meeting or any adjournment thereof.

Explanatory Notes on Special Business

i. Ordinary Resolution 10 – Authority to issue shares

A general mandate has been granted by the shareholders of the Company at the Ninth AGM on 29 June 2018. The previous
mandate granted by the shareholders had not been utilised and hence no proceed was raised therefrom.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/diversification
proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would
have to convene a general meeting to approve the issue of new shares even though the number involved may be less than
10% of the total number of issued shares.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus
considered appropriate that the Directors be empowered to issue and allot shares at any time to such persons/corporations
in their absolute discretion for the purpose of funding future investment(s), working capital and/or acquisitions.

ii. Ordinary Resolution 11 – Proposed Renewal of Shareholders’ Mandate

The explanatory note on Ordinary Resolution 11 is set out in the Circular to Shareholders dated 30 April 2019.

7
www.widadgroup.com
CORPORATE INFORMATION

BOARD OF DIRECTORS NOMINATION REGISTERED OFFICE


COMMITTEE Level 15-2,
Dato’ Feizal Mustapha Bangunan Faber Imperial Court
@ Feizal Bin Mustapha Nor Adha Bin Yahya Jalan Sultan Ismail
Executive Chairman Chairman 50250 Kuala Lumpur
Tel : 03-2692 4271
Dato’ Dr Mohd Rizal Fax : 03-2732 5388
Ong Kuan Wah
Mohd Jaafar Member
Managing Director PRINCIPAL PLACE
Tung Ghee Meng OF BUSINESS
Nor Adha Bin Yahya Member WBG Penthouse
Independent Non-Executive Director Widad Semantan (WISE)
Cheng Ming Fui No. 3, Jalan Semantan
Ong Kuan Wah Member Damansara Heights
Independent Non-Executive Director 50490 Kuala Lumpur
Tel : 03-2094 0009
Tung Ghee Meng REMUNERATION Fax : 03-2095 9090
Independent Non-Executive Director COMMITTEE
REGISTRAR
Cheng Ming Fui Nor Adha Bin Yahya Mega Corporate Services Sdn. Bhd.
Independent Non-Executive Director Chairman Level 15-2,
Bangunan Faber Imperial Court
Ong Kuan Wah Jalan Sultan Ismail
Member 50250 Kuala Lumpur
AUDIT COMMITTEE Tel : 03-2692 4271
Fax : 03-2732 5388
Tung Ghee Meng
Ong Kuan Wah Member
Chairman AUDITORS
Cheng Ming Fui Grant Thornton Malaysia
Nor Adha Bin Yahya Member (Member Firm of Grant Thornton
Member International Ltd.)
Chartered Accountants
Tung Ghee Meng COMPANY Level 11, Sheraton Imperial Court
Jalan Sultan Ismail
Member SECRECTARY 50250 Kuala Lumpur
Cheng Ming Fui Lim Seck Wah
Member (MAICSA 0799845) STOCK EXCHANGE LISTING
Stock Name : WIDAD
Tang Chi Hoe (Kevin) Stock Code : 0162
(MAICSA 7045754)
PRINCIPAL BANKERS
Shuhilawati Tajuddin Affin Islamic Bank Berhad
(LS0010190) HSBC Bank (Malaysia) Berhad
United Overseas Bank
(Malaysia) Berhad

SPONSOR
Kenanga Invesment Bank Berhad
Level 17, Kenanga Tower,
237, Jalan Tun Razak,
50400 Kuala Lumpur, Malaysia
Tel : 03-2172 2888

WIDAD GROUP BERHAD (857363-U)


8
ANNUAL REPORT 2018
CHAIRMAN’S STATEMENT

DEAR VALUED
SHAREHOLDERS,
On behalf of the Board of
Directors of Widad Group
Berhad (“Widad”) or (“the
Group”) or (“the Company”),
I am pleased to present the
Annual Report and Audited
Financial Statements for
the financial year ended 31
December 2018
(“FYE 2018”).

DATO’ FEIZAL MUSTAPHA


Executive Chairman

Review of Business and Macroeconomic Trend

Over the course of 2018, increasing protectionist sentiments,


unresolved trade tensions between China and the United States
as well as the volatility in the prices of commodities, among
others, have caused slowdown in economic growth across the
advanced and developing economies. In its Global Economic
Prospects report released in January 2019, the World Bank
estimated that the global economy expanded at a slower pace
of 3% in 2018. The global macroeconomic vulnerabilities and
domestic headwinds have affected Malaysia unfavourably in
2018, with the country recording a gross domestic product
growth of 4.6% as compared to 5.9% in 2017. Several one-off
factors such as post-election policy uncertainty, supply-side
shocks and the review of mega-infrastructure projects have
affected the domestic economy in 2018. These challenges
continued to put pressure on private sector activities. Malaysia’s
economic growth continued to be anchored by the private
sector in 2018, although private investments only grew by 4.5%
in 2018, as compared to 9.3% in 2017. Apart from services,
all other sectors have either experienced a contraction or
slowdown in 2018 when compared on a year-on-year basis.

9
www.widadgroup.com
CHAIRMAN’S STATEMENT (CONT’D)

Despite Malaysia’s slower economic growth in 2018 Widad registered a total turnover of RM289.02 million in
and the weakness seen in certain sectors, the country’s FYE 2018, mainly because of the strong revenue generated
macroeconomic fundamentals remained solid. Foreign by the Group’s construction business. The Company mainly
direct investments into Malaysia hit record high in 2018 at incur administrative expenses i.e. salaries and wages and
RM80.5bil, signalling the positive perception among foreign depreciation expenses and finance costs mainly from Sukuk
investors on the Malaysian economy. expenses and term loans, during the financial year in review.

Formerly known as Ideal Jacobs (Malaysia) Corporation On a segmental basis, Widad’s construction business
Berhad, the Group changed its name to Widad Group Berhad delivered a revenue contribution of RM190.28 million in
in December 2018 after a reverse acquisition by Widad FYE 2018, which represented 65.8% of total revenue for
Builders Sdn Bhd (“WBSB”) which was completed in FYE the 12-month period. Meanwhile, the integrated facilities
2018. Following the completion of the corporate exercise, I am management segment contributed a revenue of RM98.74
pleased to join Widad as its chairman beginning November million or 34.2%.
2018, bringing in my experience in regulatory, corporate
finance and advisory fields of over 25 years. I continue to see Led by prudent financial management, the Group’s financial
tremendous potential in the Group and envisage to elevate position as at 31 December 2018 continues to be sturdy
Widad to greater heights. with stronger asset value and lower total liabilities. As at
31 December 2018, Widad’s total assets grew to RM377.56
Widad is committed to build its brand and deliver long-term million from RM335.38 million a year earlier. Meanwhile, the
value for its shareholders. All our projects have been well- Group’s total liabilities decreased to RM223.63 million as
planned and are continuously monitored to ensure optimal compared to RM251.96 million a year earlier.
operational efficiency. In addition, our ongoing long-term
projects also show that we have a solid financial footing in the Widad’s liquidity position also remained strong as at
years to come. Over the years, we have built a reputation of 31 December 2018, with total group borrowings of RM147.23
being reliable and professional corporate and business partner. million against total assets of RM377.56 million. The Group’s
Operationally, we are also investing in youth empowerment as percentage of borrowings over total assets by end-FYE 2018
64.7% of our workforce are below the age of 40. was only 39.0%.

The achievements that we have obtained is a proof of our


pledge to our continuous improvement and our capability. Prospects Moving Forward
Widad has received global recognitions, which include the
Middle East Business Leader Award, the Brand Laureate award Over the mid-to-long-term period, the management aims
and the Global Responsible Business Leadership award. to lead the Group into greater efficiency, productivity and
Touted as among the top eight (8) Bumiputera companies in competitiveness in order to generate more meaningful
Malaysia, Widad has also received the Five (5) Star Rating contribution to Widad’s shareholders as well as the nation.
standard by the Construction Industry Development Board for Widad is expected to register stronger growth financially and
exemplary leadership, established brand presence, excellent in terms of market footprint, moving forward. Our parent
management and technical capabilities, compliance to company, Widad Business Group Sdn Bhd, is aggressively
best practices, excellent integrated ICT system and project expanding its business portfolios into other sectors such
management, actively exporting services to international as education, hospitality, aerospace and medical, among
market. For the year 2018/2020, only 21 companies has others, which I believe could directly contribute to Widad’s
been awarded with the 5 Stars rating and we are proud to growth. In view of this, we are confident that we will be able
count ourselves among them. Moving forward, on the back of to record higher return on investments in the near future.
these achievements and our internal strategies, I am highly
confident that Widad is on the right trajectory to become a Widad continues to be optimistic about its business prospects
regional household name. in the construction and integrated facility management
segments, on the back of its ongoing existing projects and
potential to secure new contract in 2019. As at end-Feb
Review of Financial Performance 2019, the Group has participated in public and private-sector
tenders worth close to RM1 billion. We expect the amount
In FYE 2018, Widad posted a resilient financial performance, to grow further as the Group is also actively exploring
led by the continued revenue contribution from both of its opportunities in projects that could give long term and
construction and integrated facilities management segments. sustainable revenue.
During the financial year in review, the Group successfully
recorded an operating profit of RM46.32 million and a profit Despite the current challenging business environment both
before taxation of RM28.11 million. Widad would have locally and internationally, there are various promising
recorded a profit before taxation of RM35.22 million for the opportunities in the region that can be tapped into for the
12-month period, if not due to the one-off reverse acquisition Group’s benefit. The Southeast Asian region boasts with
expenses of RM7.11 million charged to its consolidated dynamic geography, given its immense business potential
statement of profit or loss and other comprehensive income. and a young demography with a median age of 28.8 years.

WIDAD GROUP BERHAD (857363-U)


10
ANNUAL REPORT 2018
With all basic infrastructures such as road connections, telecommunications
line, electricity and railways are widely accessible within the region,
Southeast Asia will be key in driving the global economy, especially within the
larger Asia Pacific region. The rapidly increasing middle class population and
higher purchasing power in the Southeast Asian region will essentially raise demand
for goods and services, which in turn will benefit local businesses. Widad is in a prime
position to capitalise on this emerging trend and the management is consistently exploring
for business opportunities across the region. Widad’s growth regionally will also grant our
stakeholders the opportunity to prosper in Southeast Asia. Stakeholders can have every
confidence that we have the necessary ingredients for success.

Appreciation

In closing, I would like to convey my sincere gratitude to all of our employees,


investors, financiers, government agencies, customers and suppliers. Your continued
contribution and unwavering support over the years have successfully led the Company
to where it stands today.

Widad has recorded a healthy financial performance in FYE 2018, amid the increasing
market challenges and economic slowdown. Driven by strong leadership and
effective financial management, I look forward to embrace and overcome all
challenges in this climate and to continue fulfilling my duty as the overseer
of the Group.

DATO’ FEIZAL MUSTAPHA

11
www.widadgroup.com
BOARD
OF DIRECTORS
Front left to right :

1. CHENG MING FUI 4. DATO’ DR MOHD RIZAL MOHD JAAFAR


Independent Non-Executive Director Managing Director

2. ONG KUAN WAH 5. NOR ADHA YAHYA


Independent Non-Executive Director Independent Non-Executive Director

3. DATO’ FEIZAL MUSTAPHA 6. TUNG GHEE MENG


Executive Chairman Independent Non-Executive Director
PROFILE OF DIRECTORS

DATO’ FEIZAL MUSTAPHA


Executive Chairman
Malaysian, Male, Aged 53

Dato’ Feizal was appointed to the Board of Widad Group Berhad He has also served as the Chairman of BDO in Malaysia, a
(“Widad”) as Executive Chairman on 23 November 2018. global firm providing professional services in audit, advisory
and tax. He joined the firm in 2012 and provided leadership
He graduated from the University of Stirling, United Kingdom and strategic direction in developing the service streams and
with a degree in Economics and also holds a Master’s degree business areas of the firm as a whole.
in Business Administration (Finance) from Cardiff University,
United Kingdom. He is a Chartered Accountant member of Currently, he also serves as the chairman of Exim Bank
the Malaysian Institute of Accountants, Fellow Member of Berhad. He has no family relationship with any Director and/
Certified Practising Accountant Australia and a member of or major shareholder of Widad and has no conflict of interest
the Insolvency Practitioners Association of Malaysia. with Widad. He has not been convicted of any offences other
than traffic offences, if any, within the past five (5) years and
Dato’ Feizal has served with the Securities Commission has not been imposed of any public sanction or penalty by the
Malaysia (SC) in various capacities in different areas of regulatory bodies during the financial year.
capital markets regulation, including corporate finance,
corporate governance and market oversight, for nearly two
decades. His last post at the SC was as the Senior General
Manager and Head, Market Development.

WIDAD GROUP BERHAD (857363-U)


14
ANNUAL REPORT 2018
PROFILE OF DIRECTORS (CONT’D)

DATO’ DR MOHD RIZAL MOHD JAAFAR


Non-Independent Executive Director/ Managing Director
Malaysian, Male, Aged 45

Dato’ Dr Rizal was appointed to the Board of Widad as the In 2015, he joined Widad Business Group Sdn Bhd as the
Managing Director of Widad on 29 August 2018. Group Chief Executive Officer and is currently responsible
for the strategic and day-to-day business direction and
He graduated from the University of Malaya with a degree performance of the company.
in Accountancy and he holds a Master of Business
Administration degree in Islamic Banking and Finance from Dato’ Dr Rizal is also a member of the Board of Directors
the International Islamic University Malaysia. Dato’ Rizal is of Dataprep Holdings Berhad. He has no family relationship
also a Chartered Accountant under the Malaysian Institute with any Director and/or major shareholder of Widad and has
of Accountants. no conflict of interest with Widad. He has not been convicted
of any offences other than traffic offences, if any, within the
Dato’ Dr Rizal started his career as a bank supervisor and past five (5) years and has not been imposed of any public
served for 12 years at Bank Negara Malaysia, supervising the sanction or penalty by the regulatory bodies during the
Islamic, Commercial and Investment Banking Institutions financial year.
Department prior to joining Small Medium Enterprise
Development Bank Malaysia Berhad (“SME Bank”) in 2010.
He was involved in developing, driving and implementing
transformation strategies and initiatives to rejuvenate and
strengthen SME Bank. In 2013, he was promoted to the
position of Group Chief Operating Officer of SME Bank,
where he was responsible for the overall operations of
SME Bank.

15
www.widadgroup.com
PROFILE OF DIRECTORS (CONT’D)

MS. CHENG MING FUI


Independent Non-Executive Director
Malaysian, Female, Aged 51

Ms. Cheng was appointed to the Board of Widad as Independent She does not hold any directorship in any other public
Non-Executive Director on 4 September 2018. She is also a company. She has no family relationship with any Director
member of the Board’s Nomination, Remuneration and Audit and/or major shareholder of Widad and has no conflict
Committee. of interest with Widad. She has not been convicted of any
offences other than traffic offences, if any, within the past five
She graduated from the University of Sheffield, United (5) years and has not been imposed of any public sanction
Kingdom, with a degree in Law. She was admitted to the or penalty by the regulatory bodies during the financial year.
Malaysian Bar as an advocate and solicitor in 1999.

Ms. Cheng has served as the managing partner and founding


partner of various legal firms in Kedah in the last sixteen
years. Currently she is the managing partner and managing
partner of a Kedah-based legal firm providing consultation,
litigation and drafting services for various complex
transactions. Her current area of interests are matters
involving land, corporate, commercial, banking, estate and
taxation.

WIDAD GROUP BERHAD (857363-U)


16
ANNUAL REPORT 2018
PROFILE OF DIRECTORS (CONT’D)

MR. ONG KUAN WAH


Independent Non-Executive Director
Malaysian, Male, Aged 50

Mr. Ong was appointed to the Board of Widad as Independent He is a member of the Board of Directors of Dataprep Holdings
Non-Executive Director on 4 September 2018. He is also a Berhad. He has no family relationship with any Director and/
member of the Board’s Nomination, Remuneration Committee or major shareholder of Widad and has no conflict of interest
as well as chairman of the Audit Committee. with Widad. He has not been convicted of any offences other
than traffic offences, if any, within the past five (5) years and
He graduated from Royal Melbourne Institute of Technology, has not been imposed of any public sanction or penalty by the
Australia with a degree in Accounting and also holds a regulatory bodies during the financial year.
graduate diploma in Computing from Monash University,
Australia. Mr. Ong is a Chartered Accountant member of
the Malaysian Institute of Accountants and a member of the
Chartered Tax Institute of Malaysia.

After graduating in 1991, Mr. Ong started his career at Kassim


Chan & Co. and several other medium-sized accounting
firms. He specialises in audit and tax works and has over
twenty years of experience in financial management,
accounting, secretarial, liquidation, internal and external
audit and Malaysian tax related matters. He also owns a
practice specialising in audit and tax.

17
www.widadgroup.com
PROFILE OF DIRECTORS (CONT’D)

MR. TUNG GHEE MENG


Independent Non-Executive Director
Malaysian, Male, Aged 64

Mr. Tung was appointed to the Board of Widad as Independent He does not hold any directorship in any other public company.
Non-Executive Director on 4 September 2018. He also serves He has no family relationship with any Director and/or major
as a member of the Board’s Nomination, Remuneration and shareholder of Widad and has no conflict of interest with
Audit Committee. Widad. He has not been convicted of any offences other than
traffic offences, if any, within the past five (5) years and has
He graduated from the University of London with a degree not been imposed of any public sanction or penalty by the
in Law and was called to the Malaysian Bar in 1995. Mr. regulatory bodies during the financial year.
Tung specialises in corporate and commercial law and also
has wide-ranging experience in various capacities such as
auditor, accountant and company secretary.

Mr. Tung has been intimately involved with business


development of South African companies in Malaysia. He is
one of the co-founders of Malaysian South African Business
Council formed in 1996. He is also the resident director
of Murray & Robert Marine Malaysia Sdn Bhd, the local
subsidiary of Murray & Roberts Limited, a South African
conglomerate listed in the Johannesburg Stock Exchange.

WIDAD GROUP BERHAD (857363-U)


18
ANNUAL REPORT 2018
PROFILE OF DIRECTORS (CONT’D)

MR. NOR ADHA YAHYA


Independent Non-Executive Director
Malaysian, Male, Aged 47

Mr. Nor Adha was appointed to the Board as Independent Currently, Mr. Nor Adha is a member of the Board of Directors
Non-Executive Director on 26 November 2018. He also serves of Dataprep Holdings Berhad. He has no family relationship
as the chairman of the Board’s Nomination, Remuneration with any Director and/or major shareholder of Widad and has
Committee and is a member of the Audit Committee. no conflict of interest with Widad. He has not been convicted
of any offences other than traffic offences, if any, within the
He graduated from Universiti Putra Malaysia with a degree past five (5) years and has not been imposed of any public
in Accounting and is a Chartered Accountant. Mr. Nor Adha sanction or penalty by the regulatory bodies during the
is also a member of the Malaysian Institute of Accountants. financial year.

He has been Executive Director cum Chief Executive Officer


of CKM Lands MRO Sdn Bhd. since 2014. Mr. Nor Adha Yahya
served as Finance Director of Mizou Holdings Sdn Bhd from
2002 to 2012. Mizou Holdings was involved in providing
maintenance services for projects under Dewan Bandaraya
Kuala Lumpur (DBKL).

From 1994 to 1996, he started his career at Arthur Andersen


& Co., an International Financial and Audit Services Firm
principally involved in auditing and taxation services. From
1996 to 1999, he joined an international steel conglomerate
as Finance & Accounts Executive and was initially based in
Linz, Austria and in Ijmuiden, Netherlands. From 2000 to
2013, he served as Director of KPNA Corporate Services Sdn
Bhd which is principally involved in the activities of providing
accounting and secretarial services to small and medium
enterprise/companies in Klang Valley.

19
www.widadgroup.com
KEY SENIOR
MANAGEMENT

WIDAD GROUP BERHAD (857363-U)


20
ANNUAL REPORT 2018
Front left to right :

1. NOR AZLAN ZAINAL 4. DATO’ DR MOHD RIZAL MOHD JAAFAR


Chief Financial Officer Managing Director

2. IR MOHD SYASWAN SAMSUDIN 5. DATO’ JULAINI JUSOH


Chief Operating Officer, Construction Chief Operating Officer, Integrated Facilities Management

3. DATO’ FEIZAL MUSTAPHA 6. SHUHILAWATI TAJUDDIN


Executive Chairman Company Secretary
PROFILE OF KEY SENIOR MANAGEMENT

Dato’ Feizal holds a Bachelor of Arts (Economics) from


University of Stirling, UK, and a Master in Business
Administration (Finance) from Cardiff University, UK.
He is a Chartered Accountant member of the Malaysian
Institute of Accountants, Fellow Member of Certified
Practising Accountant Australia and a member of
Insolvency Practitioners Association of Malaysia.

After nearly two decades with the Securities Commission


Malaysia (SC) from 1999-2012, he served in various
capacities in different areas of capital markets regulation,
including corporate finance, corporate governance and
market oversight. In 2012, Dato’ Feizal joined BDO in
Malaysia, where he provided leadership and strategic
direction as Chairman.

A seasoned capital markets practitioner in the regulatory,


corporate finance and financial advisory fields, Dato’
Feizal was appointed to the board of WGB in 23 November
2018 as Executive Chairman.
DATO’ FEIZAL MUSTAPHA
Executive Chairman, Currently, he also serves as the chairman of Exim Bank
Malaysian, Male, Aged 53 Berhad. He has no family relationship with any Director and/
WIDAD GROUP BERHAD or major shareholder of Widad and has no conflict of interest
with Widad. He has not been convicted of any offences other
than traffic offences, if any, within the past five (5) years and
has not been imposed of any public sanction or penalty by
the regulatory bodies during the financial year.

Dato’ Dr Rizal holds a Bachelor of Accountancy (Hons) from


Universiti Malaya and a Master of Business Administration
in Islamic Banking and Finance from the International
Islamic University Malaysia. He is also a Chartered
Accountant under the Malaysian Institute of Accountants.

Dato’ Dr Rizal started his career as a bank supervisor and


served for 12 years at Bank Negara Malaysia, supervising
the Islamic, Commercial, and Investment Banking
Institutions Department prior to joining Small Medium
Enterprise Development Bank Malaysia Berhad (“SME
Bank”) in 2010.

He was involved in developing, driving and implementing


transformation strategies and initiatives to rejuvenate and
strengthen SME Bank. In 2013, he was promoted to the
position of Group Chief Operating Officer of SME Bank.
In 2015, he joined Widad Business Group Sdn Bhd as the
Group CEO and was appointed to the board of Widad on
29 August 2018 as the Managing Director.
DATO’ DR MOHD RIZAL MOHD JAAFAR
Managing Director, Dato’ Dr Rizal is also a member of the Board of Directors of
Malaysian, Male, Aged 45 Dataprep Holdings Berhad. He has no family relationship
WIDAD GROUP BERHAD with any Director and/or major shareholder of Widad and
has no conflict of interest with Widad. He has not been
convicted of any offences other than traffic offences, if any,
within the past five (5) years and has not been imposed of
any public sanction or penalty by the regulatory bodies
during the financial year.

WIDAD GROUP BERHAD (857363-U)


22
ANNUAL REPORT 2018
PROFILE OF KEY SENIOR MANAGEMENT (CONT’D)

Dato’ Julaini holds a Mechanical Engineering graduate from


University of Science Malaysia. He began his career as a mechanical
engineer with Sharp-Roxy (M) Sdn Bhd from 1994-1997. Between
1997-2001, he later moved to BMES Maintenance Services Sdn Bhd
as Area Manager, and then took on the role as General Manager at
Gemilang Maintenance Services Sdn Bhd (GMS) in 2001. At GMS,
Dato’ Julaini was promoted to Chief Operating Officer in 2009, and
was responsible for the company’s daily operations and financials.
After a decade at GMS, he joined Widad Builders Sdn Bhd (WBSB)
as Chief Operating Officer in 2011.

He was promoted to Managing Director at WBSB in 2012, where


he was and still is actively involved in managing the facilities
management for JB Sentral Building in Johor Bahru, and Istana
Negara, Kuala Lumpur.

Under his direct management, WBSB has been awarded ‘The


Best Facilities Management (Building Category) 2014’ by
Public Works Department Malaysia for the JB Sentral Facilities
Management Contract.
DATO’ JULAINI JUSOH
Chief Operating Officer, Integrated Facilities Management, Dato’ Julaini does not hold any directorship in any other public
Malaysian, Male, Aged 49 company. He has no family relationship with any Director and/ or
WIDAD GROUP BERHAD major shareholder of Widad Group Berhad and has no conflict
of interest with Widad Group Berhad. He has not been convicted
of any offences other than traffic offences, if any, within the past
five (5) years and has not been imposed of any public sanction or
penalty by the regulatory bodies during the financial year.

Ir Mohd Syaswan holds a Bachelor in Civil Engineering (Hons)


in Universiti Teknologi Malaysia, Johor. Apart from being the
Group’s Construction division Chief Operating Officer, he is also
the Executive Director of Widad Builders Sdn Bhd since 2010 and
the Executive Director of Group Technical and Quality Assurance
Division for WGB.

Prior to joining WGB, Ir. Mohd Syaswan worked at Cempaka


Muda Sdn Bhd, where he served as a project engineer
handling the day to day construction operations from 2003-
2005. He then joined TN Perunding Consulting Engineers
as Civil & Structural Design Engineer for two years
(2005-2007), followed by Pembinaan BLT Sdn Bhd from 2007-
2010, a wholly owned company under the Ministry of Finance.

Ir Mohd Syaswan does not hold any directorship in any other


public company. He has no family relationship with any Director
and/ or major shareholder of Widad Group Berhad and has no
conflict of interest with Widad Group Berhad. He has not been
convicted of any offences other than traffic offences, if any,
IR MOHD SYASWAN SAMSUDIN within the past five (5) years and has not been imposed of any
Chief Operating Officer, Construction, public sanction or penalty by the regulatory bodies during the
Malaysian, Male, Aged 38 financial year.
WIDAD GROUP BERHAD

23
www.widadgroup.com
PROFILE OF KEY SENIOR MANAGEMENT (CONT’D)

Mr. Nor Azlan holds a Bachelor of Accountancy (Hons)


from Universiti Teknologi MARA in 1993. He is also a
Chartered Accountant under the Malaysian Institute
of Accountants. Nor Azlan began his career at Ernst &
Young, until he was admitted to the Malaysian Institute of
Accountants.

Subsequently, he joined Guolene Paper Products Sdn Bhd


(a subsidiary of Hong Leong Group) Packaging Division
in 1997 as an accountant before moving on to Golden
Pharos Berhad in 1998 as Chief Financial Officer. In 2004,
he co-founded and assumed the role as Chief Executive
Officer of Right Balance Sdn Bhd, a diversified group with
interests in oil and gas, transportation, and trading of
wood products. In 2018, he joined Widad Business Group
Sdn Bhd as Group CFO.

Mr. Nor Azlan does not hold any directorship in any


other public company. He has no family relationship with
MR. NOR AZLAN ZAINAL any Director and/ or major shareholder of Widad Group
Chief Financial Officer, Berhad and has no conflict of interest with Widad Group
Malaysian, Male, Aged 49 Berhad. He has not been convicted of any offences other
WIDAD GROUP BERHAD than traffic offences, if any, within the past five (5) years
and has not been imposed of any public sanction or
penalty by the regulatory bodies during the financial year.

Ms. Shuhilawati is a licensed company secretary by the


Companies Commission of Malaysia and also a member of
the Institute of Chartered Secretaries and Administrators
(ICSA) with London Chamber of Commerce & Industry
(LCCI) qualification. From 2003, she has been working as a
Senior Assistant to the Company Secretaries at Alor Setar
Business Centre Sdn Bhd before joining Alfaiz Holdings
Sdn Bhd and its group of companies as Internal Company
Secretary in 2017. At present, she was hired as internal
Company Secretary for Widad Business Group Sdn Bhd
and its group of companies.

Ms. Shuhilawati does not hold any directorship in any


other public company. She has no family relationship
with any Director and/ or major shareholder of Widad
Group Berhad and has no conflict of interest with Widad
Group Berhad. She has not been convicted of any offences
other than traffic offences, if any, within the past five (5)
years and has not been imposed of any public sanction or
MS. SHUHILAWATI TAJUDDIN penalty by the regulatory bodies during the financial year.
Company Secretary,
Malaysian, Female, Aged 44
WIDAD GROUP BERHAD

WIDAD GROUP BERHAD (857363-U)


24
ANNUAL REPORT 2018
SETTING THE
STANDARDS OF
A WORLD CLASS
ORGANIZATION
OUR SOLUTIONS AND SERVICES

CONSTRUCTION, CIVIL
& ENGINEERING
Widad Group Berhad has a long-built experience in delivering
quality services across a wide-range of construction and
infrastructure works. Backed by our efficient processes, latest
technologies and strong in-house talent, Widad offers end-to-
end construction services for our clients from planning and
designing to financing and completing a project.

Over the years, we have successfully completed various


construction and infrastructure works such as roads (single
and dual carriageway), earthworks and water supply (rural
and urban), to name a few - all complete with necessary
mechanical and electrical systems.

Our strong track record in completing projects as scheduled


and well within cost estimates, have earned the trust and
support from our clients, among which include government
agencies and well-known corporate names. Our ability to
offer a diversified range of construction and civil engineering
services, positions Widad as a one-stop centre for our existing
and prospective clients. Below are the work scope for our
construction and civil engineering segments are as follows:-

Civil Engineering Work Scope


• General Civil Engineering Work
• Bridges, Jetties & Marine Structures
• Water Retaining Structures
• Sewerage Systems
• Flood Mitigation Systems
• Irrigation & Drainage Systems
• Joint Boxes and Duct Construction
• Manholes for Cable Networks

WIDAD GROUP BERHAD (857363-U)


26
ANNUAL REPORT 2018
OUR SOLUTIONS AND SERVICES (CONT’D)

PILING WORKS BITUMINOUS ROAD OTHERS


• In situ concrete SURFACE, ROAD SIGNS • Sub soil drainage
• Precast reinforced concrete AND MARKINGS • Water distribution network
• Steel • Guard rail barriers • Steel structural works
• Timber • Milestones, etc • Precast reinforced or non-reinforced
concrete beams, kerbs, culverts & drains

Construction Work Scope


• Jungle Clearing & Land Preparation Works
• Mechanical Sanitation & Water Engineering Works

27
www.widadgroup.com
OUR SOLUTIONS AND SERVICES (CONT’D)

INTEGRATED FACILITIES MANAGEMENT


We are one of the leading Integrated Facilities Management (“IFM”) services providers in Malaysia. With nearly 2 decades of
experience in the domestic IFM scene, we have served various types of built environments that were in different stages of
their asset lifecycle. The IFM services essentially emphasise on the coordination of space, infrastructure and people, often
associated with the administration of among others, office blocks, schools, complexes, convention centres and hotels.

At Widad, we remain committed to deliver stellar, high quality IFM services to our clients from a diverse range of industries,
while strictly complying to international quality management standards. The Group strives to sustain peak efficiency in our
customers’ facilities, by consistently exceeding customers’ expectations, while maintaining the safety and comfort. Top-notch
technologies and talent are central to our IFM services as we deliver a high level of competency across our services.

Widad’s IFM services comprises 3 main categories as follows:

SCHEDULED MAINTENANCE AD HOC MAINTENANCE UPGRADING & RENOVATION


We consistently inspect the facilities of our We offer round-the-clock We advise our customer in
customers on a timely and regular basis coverage making use of designing, building as well
and follow best maintenance practices to our expertise and latest as performing all upgrading
ensure optimum cost, effectiveness and technology to ensure total works within the premises.
efficiency. customer satisfaction.

SCOPE OF SERVICES
Property Management
Interior & exterior building cleaning. Hard &
soft landscaping. Security & monitoring. Pest
& hygiene control. Garbage disposal services.
Swimming pool maintenance.

Mechanical & Electrical


Air-conditioning system. Fire prevention system. Electrical & lighting
system. Lifts, escalators & walkalators.

Civil & Structural


Civil engineering works. Building works.
Mechanical sanitary & water engineering
works. Jungle clearing & land preparation.
Specialist civil engineering works.

WIDAD GROUP BERHAD (857363-U)


28
ANNUAL REPORT 2018
OUR SOLUTIONS AND SERVICES (CONT’D)

TYPES OF MAINTENANCE

PROACTIVE PREVENTIVE PREDICTIVE CORRECTIVE


MAINTENANCE MAINTENANCE MAINTENANCE MAINTENANCE
Involves usage of Involves maintenance Involves using high Involves
specialised tools and works performed on a end monitoring immediate repair
equipment to identify, planned schedule which tools to detect any works due to
repair and solve includes inspection, malfunctions early equipment or
equipment problems at servicing and cleaning. before any breakdown machinery failure.
an early stage. can occur.

OTHER AREAS OF EXPERTISE


• Facilities Management • Inventory Management
• Mobilization and Demobilization Management • Operation and Maintenance Management
• Transition Management • Information System Management
• Financial Management • Management Review and Reporting
• Utilities Management • Warranty Management
• Quality Management • Energy Management and Conservation
• Risk Management • Waste and Redundant Materials
• Health, Safety and Environmental Management • Technical Library
• Human Resource Management • Security Management
• Customer Care Management • Event Management
• Incident Response and Disaster Recovery Management • Asset Condition Appraisal
• Procurement Management

29
www.widadgroup.com
COMMITTED
TO SUPERIOR
QUALITY AND
RESULTS
MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW OF BUSINESS

Our business

Widad is an investment holding company and through its subsidiaries, is primarily involved in construction and Integrated
Facilities Management (IFM).

Widad’s subsidiary, Widad Builders Sdn Bhd (“WBSB”), is registered with various government agencies and holds the G7
classification license issued by the Construction Industry Development Board Malaysia, which allows it to tender for
government contracts valued in excess of RM10 million. Over the years, WBSB has garnered various awards in recognition of
its commitment to high performance, quality service and human capital development.

Widad’s revenue has been generated entirely in Malaysia, from contracts in states covering the northern (43%), central (37%)
and southern (14%) region of Peninsular Malaysia and Sabah (6%).

Objectives and strategies

The Group is determined to become a competitive, foremost and world-class standards organization that provides construction
and IFM services. Widad has outlined the following strategies to achieve its objectives.

(i) Solidify order book to support growth through tendering of new projects, strategic acquisitions and strategic collaboration

(ii) Diversify clientele portfolio in order to achieve a balanced public and private contracts

(iii) Expanding customer base into other industries such as healthcare, education, hotel, commercial and industrial

(iv) Realising synergies by offering composite package of construction and IFM services in future projects

(v) Geographical expansion locally and regionally, either directly or in collaboration with strategic partners

Corporate development

On 18 August 2017, the Widad Group Berhad (“Widad” or “the Company”) announced that it had entered into;

(i) a conditional Sale and Purchase Agreement with Widad Business Group Sdn Bhd (“Vendor”) in relation to a proposed
reverse acquisition of the Company by the Vendor, which entailed the Company acquiring all the equity interest held by the
Vendor in Widad Builders Sdn Bhd and its subsidiaries (“WBSB Group”) for a purchase consideration of RM520 million; and

(ii) a conditional Sale and Purchase Agreement with Oriental Dragon Incorporation Limited for the disposal of all its previous
subsidiaries, namely Ideal Jacobs (HK) Corporation Ltd, Ideal Jacobs (Xiamen) Corporation, Xiamen Ideal Jacobs
International Ltd Company and Suzhou Ideal Jacobs Corporation.

Upon completion of the acquisition and disposal on 10 July 2018, the Company ceased to be involved in manufacturing,
fabrication and trading businesses.

On 4 December 2018, the Company assumed its present name to create a corporate identity which better defines the Company
after completion of the reverse acquisition.

31
www.widadgroup.com
MANAGEMENT DISCUSSION AND ANALYSIS (CONT’D)

REVIEW OF FINANCIAL RESULTS AND CONDITIONS

Financial results

2018 2017 Variance


%
RM’000 RM’000 RM’000
Revenue 289,021 237,156 51,865 21.9%
Gross Profit 74,656 76,787 (2,131) (2.8%)
Gross Profit Margin (%) 25.8% 32.4%
Profit Before Tax 28,114 41,796 (13,682) (32.7%)
Finance Cost 11,035 10,205 830 8.1%
Earnings Per Share (sen) 0.92 1.71

For the financial year ended 31 December 2018 (“FYE 2018”), revenue reached a new high of RM289.0 million, an increase of
21.9% from a revenue of RM237.2 million for the financial year ended 31 December 2017 (“FYE 2017”). The significant increase
in revenue was contributed by the construction segment, which experienced higher activities and commencement of new
projects secured during the year, namely upgrading of school laboratory for schools in the northern region and construction
of 301 units of single storey terrace house for government servants.

However, the gross profit registered a marginal decrease of 2.8% from RM 76.8 million in FYE 2017 to RM74.7 million in FYE
2018. In terms of gross profit margin, it was 25.8% for FYE 2018 as compared with 32.4% recorded in FYE 2017. This was mainly
attributable to lower profit margin contributed by construction segment as compared to IFM segment.

For FYE 2018, profit before tax was RM28.1 million compared to RM41.8 million recorded in previous year. The Group’s profit
before tax would have recorded a higher profit before tax of RM35.2 million as compared with RM28.1 million should there be
no one-off expenses of RM7.1 million relating to reverse acquisition expenses. Finance cost increased by 8.1% was in tandem
to higher level of activities during the year.

Financial position

FYE 31 December

2018 2017
Current ratio (times) 2.90 2.46
Current ratio (excluding fixed deposits*) (times) 2.21 1.77
Cash and bank and fixed deposit with banks (RM‘000) 99,643 100,900
Total assets (RM’000) 377,565 335,380
Total borrowings (RM’000) 147,233 185,201
Shareholder’s Equity (RM‘000) 153,937 83,417
* The fixed deposits with the licensed banks have been pledged to banks for banking facilities, and hence are not available for general use.

Widad’s financial position as at 31 December 2018 remained healthy.

Current ratio was 2.90 in FYE 2018, which is higher compared to 2.46 in FYE 2017. The improved ratio was due to higher
contract assets and trade receivables, which is in tandem with higher level of activities. Total current liabilities reduced from
previous year as a result of reduction of term loans.

Total assets grew 12.6% to RM377.6 million from RM335.4 million recorded in FYE 2017. This was mainly attributable to
increase in contract assets and receivables as a result of higher construction activities.

Total borrowings reduced by RM38.0 million or 20.5% against FYE 2017 due mainly to repayment of Sukuk principal in
September 2018 amounting RM20 million. The Group’s borrowings over total assets was only 39.0% by end FYE 2018 as
compared to 55.2% as at FYE 2017.

WIDAD GROUP BERHAD (857363-U)


32
ANNUAL REPORT 2018
MANAGEMENT DISCUSSION AND ANALYSIS (CONT’D)

REVIEW OF OPERATING ACTIVITIES

CONSTRUCTION

Widad’s construction business is principally focussed on infrastructure and civil works, which includes among others
infrastructure works such as design, construction, completion, maintenance and upgrading of roads, bridges, sewerage
treatment plants, water distribution systems and dams and civil works such as construction of low and high-rise buildings for
a variety of uses. It acts as main contractor in substantially all of its projects. It made its first breakthrough in 2007 when it
secured its then largest contract to design and build a water tank and pipe installation in Kedah.

Performance and operation highlights

FYE 2018 FYE 2017 Variance


RM’000 RM’000 RM’000 %
Revenue 190,283 129,943 60,340 46.4%
Gross Profit 30,339 28,645 1,694 5.9%
Gross Profit Margin 15.9% 22.0%

The revenue from construction segment contributed 65.8% of total revenue for FYE 2018. It was higher by RM60.3 million
or 46.4% against FYE 2017. The increase was as a result of higher activities experienced by its existing projects to construct
sewerage treatment plant and construction of road and bridges and new contracts secured during the year.

In tandem with revenue growth, this segment contributed RM30.3 million or 40.6% of total gross profit.

The segment business activities during the year was 88% from existing contract to build sewerage treatment plants and
pipe network in northern Malaysia and road and bridges works in central region. The remaining 12% was contributed by new
contracts secured during the year worth RM92 million. They are;

(i) Upgrading of school laboratory for schools in northern region worth RM21 million; and

(ii) Construction of 301 units of single storey terrace house for government servants in Beringgis, Papar, Sabah worth RM71 million.

Looking ahead

The construction industry remains an important component within Malaysia’s economy, despite the challenging market
conditions. It serves as a catalyst for national wealth creation with a far-reaching multiplier effect on primary industries,
secondary industries as well as service industries.

This segment has remaining contract value worth RM237 million. Backed by its track record in getting high value contracts,
delivering high quality services, obtaining various recognitions and strong working relationships with relevant governmental
bodies, Widad actively participates in tender bids and is confident in securing more construction projects in future.

On 29 March 2019, a subsidiary of Widad has also entered into a consortium agreement with Tranz-I Resources Sdn Bhd for
the purpose of bidding for contracts in rail related business, as part of its business expansion plan.

On 18 April 2019, a subsidiary of Widad was appointed as a main contractor for a proposed construction of a 200-bed
multidisciplinary private hospital worth RM190.5 million.

INTEGRATED FACILITIES MANAGEMENT (“IFM”)

IFM is an interdisciplinary field dedicated to the co-ordination of space, infrastructure, people and organisations, and is
often associated with the administration of, among others, office blocks, schools, convention centres and hotels. It involves
the provision of management, operations and maintenance services which can be categorised into scheduled maintenance
(proactive, preventive, predictive and corrective maintenance), ad-hoc maintenance and upgrading and renovation works. This
segment inaugurated its business in 2011 when it secured contract to provide IFM services to National Palace.

33
www.widadgroup.com
MANAGEMENT DISCUSSION AND ANALYSIS (CONT’D)

Performance and operation highlights

FYE 2018 FYE 2017 Variance


RM’000 RM’000 RM’000 %
Revenue 98,738 107,213 (8,475) (7.9%)
Gross profit 44,317 48,142 (3,825) (7.9%)
Gross profit margin 44.9% 44.9%

Revenue from IFM segment contributes 34.2% of total revenue for FYE 2018. It was lower by RM8.5 million or 7.9% against FYE
2017. The decrease was mainly due to lower upgrading and renovation works during the year.

Gross profit contributed by this segment was RM44.3 million or 59.4% of total gross profit.

To this end, this segment activities are derived from existing contracts awarded by the Malaysian Government to provide IFM
services to National Palace located in Jalan Duta, Kuala Lumpur and JB Sentral in Johor.

Looking Ahead

According to the strategic analysis of the IFM market and the construction industry in Malaysia, as disclosed in our circular to
shareholders dated 4 January 2018, IFM market is projected to grow by compounded annual growth rate of 8.1%. The growth is
expected to come from continuous outsourcing and privatisation efforts by the government, expansion of construction industry
and increasing green building practices in Malaysia.

Remaining contract value as at the date of reporting is RM321 million, to be delivered until June 2022. Leveraging upon its
track record and outstanding performance as witnessed from various awards and recognition obtained, Widad is confident to
secure more IFM contracts in future. It is also making all efforts to expand its IFM service offerings to education, commercial,
healthcare and industrial end-users. Additionally, Widad is also exploring prospect in concession contracts.

Widad is committed to continue investing in resource expansion, such as developing its employees’ capabilities and investing
in software and other tools that can help expand its offerings.

RISKS

Being heavily relying on contracts from the public sector, we are exposed to unfavourable changes to government policies.
To mitigate this risk, the Company is putting efforts to diversify its clientele portfolio to ensure steady revenue stream.
The Company has participated in tenders from the government-linked companies, private sectors and commercial. In addition,
opportunities in concession business are being identified and evaluated.

The Company relies on third party contractors to carry out certain works and services. Contractors’ substandard performance of
work quality, inability to supply sufficient labour and delays may disrupt Company’s project delivery and hence adversely affect
reputation. To mitigate this risk, Widad constantly evaluate contractors’ performance and train its employees in the technical aspects
of the outsourced function to ensure it has the expertise, which facilitates its control procedures over the outsourced function.

PROSPECTS

The construction and IFM businesses provide synergistic effects to one another whereby opportunities for future building construction
projects are set to offer opportunities to undertake IFM works after completion of construction. The management regards that the
ability to provide both construction and IFM services is our unique selling point that will distinguish Widad from its competitors.

Based on the outstanding order book worth more than RM500 million, total tender submitted worth close to RM1 billion and its ability
to secure new contracts in FYE 2018, Widad is confident that its prospects are favourable and expect to deliver better performance
in the ensuing financial year.

DIVIDEND POLICY

Widad presently does not have any formal dividend policy. The ability to pay dividends to shareholders is subject to financial
performance, cash flow position, availability of distributable reserves and capital expenditure plans.

WIDAD GROUP BERHAD (857363-U)


34
ANNUAL REPORT 2018
SUSTAINABILITY REPORT

Introduction

The Board of Directors acknowledges the importance of corporate social responsibility (“CSR”) and strives to fulfil the expectation
of its stakeholders by enhancing its social, environmental and economic performance while ensuring the sustainability and
operational success of the company.

Sustainability is an integral part of the Group’s business and the Group’s corporate responsibility practices focus on five areas
- Environment, Workplace, Services, Market Place and Community, which aims to deliver sustainable value to society at large.

I) Environment

The Group recognises the impact of its day to day business on the environment. As such, the Group is committed by
implementing environmentally friendly work processes and raising the environmental awareness among its staff. The Group
adopts the environmental focused practices in its construction and integrated facilities management processes. The Group
strives towards compliance to Occupational, Safety, Health and Environment requirement as a testament to the Group’s
commitment to ensuring environmental sustainability. The subsidiaries of the Group’s also hold the ISO certification issued
by the Bureau Veritas Certification (Malaysia) Sdn. Bhd. (1) Provision of Comprehensive Building Facilities Management
Services and (2) Head Office: Management and Administration Activities for Building Facilities Management Services which
consist of ISO 50001:2011; ISO 9001:2015; ISO 14001:2015; and OHSAS 18001: 2007.

II) Workplace

The greatest asset at Widad are the people – the talents. The Group believes that employees are key resources that drive
long term and sustainable organisational successes. With this in mind, the Group places priority on employee rights and
opportunities, occupational health and safety, as well as talent development. As an equal opportunity employer, the Group
does not tolerate discrimination of any kind, and employee performance is assessed on merit basis. The Group also fully
complies with the employment laws in Malaysia, including but not limited to, Employment Act 1955, Employment (Restriction)
Act 1968, Minimum Retirement Age Act 2012, Minimum Wages Order 1966 and Occupational Safety and Health Act 1994.

On workplace diversity, the Group respects the different cultures, gender and religions of the employees as we understand
that the diversity and differences give us broader range of competence, skills and experience to enhance the capabilities to
achieve business results which is important for the overall business sustainability. Thus, the Group is committed to provide
the staff an environment of equal opportunity to strive while promoting diversity in the workforce.

The health and safety of employees are of paramount importance to the Group. In compliance with the Occupational Safety
and Health Act 1994, we have health and safety policies in place to create a safe, pleasant and conducive working environment
for the employees. The policies are regularly reviewed and updated to reflect the latest best practices in the industry.

Continuous talent development is another critical aspect of Group. In order to optimize employee talents and capabilities,
various in-house trainings, external training programmes and seminars are provided periodically to all employees to enhance
their knowledge and skill while promoting a motivated working team and fostering a closer relationship with each other.

The Group also encourages employees to participate in sports and fitness programmes outside working hours such as
badminton, futsal and bowling.

III) Services

As an investment company which principally involves in construction and integrated facilities maintenance activities, the
quality services, guaranteed customer satisfaction and strategic partnership always played a pivotal role at Widad. The
quality services has not only pushed WGB forward and become more competitive and efficient but it has also broken down
the barriers of the industry field. The Group also recognises the crucial role that these capabilities could play in ensuring
corporate and community sustainability. The Group’s service team deliver at their best to be more efficient and effective. This
in turn, allows the services to be marketed and be well-known. This creates sustained excitement in the market for Widad’s
services and further contributes toward the overall sustainability of the Group. Widad shall continue to invest in construction
and integrated facilities management activities with the aim to create value for stakeholders, to remain competitive and to
ensure sustainability, as well as to benefit the society.

35
www.widadgroup.com
SUSTAINABILITY REPORT (CONT’D)

IV) Market Place

The Group is committed to ensure that the interests of all its stakeholders, customer and public alike are being taken care
of. The Group emphasises on good corporate governance practices, transparency and accountability to meet shareholders’
expectations.

The Group’s corporate website, www.widadgroup.com, provides up-to-date and reliable information on the Group’s
business activities. Under the “Investor Relations” section, the stakeholders would find, amongst others, the Group’s
corporate information, latest financial information such annual reports, quarterly results, corporate governance, as well as
announcements to Bursa Malaysia Securities Berhad and media articles.

V) Community

The Group recognizes the co-relationship between business growth and social well-being and welfare. Therefore, in fulfilling
its corporate responsibility to the community in which it conducts its business, the Group is obligated to nourish and improve
the quality of the society at large. The Group also strives towards the aim to ultimately create a sustainable integrated
facilities management and construction activities. While the Group sustain for peak efficiency in customers’ facilities as well
as maintaining the safety and comfort, the integrated facilities management and construction business also provides job
opportunity for the locals with the intention to introduce economic sustainability to the relevant public.

As part of its community service, the Group had organised a number of Corporate Social Responsibility Campaigns for example,
Widad Life Savers Blood Donation (30 March 2018), Iftar Bersama Anak-Anak Syurga Anjuran Yayasan Royal Widad (8 June
2018) and Kayuhan Amal Chefs Funride @ Kuala Lumpur (7 July 2018). In addition, there was an event held for Majlis Makan
Malam Sukan Widad & Istana Negara as well as Majlis Sambutan Hari Raya Aidilfitri 2018 which gathered the staff and also
our Clients.

In summary, the Group shall continue to fulfill its corporate social responsibility to enhance the community sustainability.

Moving forward, we will tap into more opportunities to build a robust portfolio by integrating material Economic, Environmental,
Social (“EES”) considerations into our operations. Meanwhile, we will continue to embrace sustainable practices, technologies
and behavior at individual and organisational levels, motivating employees, our partners and our networks to support our
commitment to minimise EES risks and impact thus, contributing to the welfare of all stakeholders.

WIDAD GROUP BERHAD (857363-U)


36
ANNUAL REPORT 2018
STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL
Introduction

The Board is committed to maintaining a sound Risk Management System (RMS) and internal control of the Group and is pleased
to present the following Risk Management and Internal Control Statement (the “Statement”), which outlines the nature and
scope of risk management and internal control of the Group during the financial year ended 31 December 2018 and up to the date
of approval of this statement by the Board. For the purpose of disclosure, this Statement takes into account the Guidelines for
Directors of Listed Issuers (“Guidelines”) issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) on the issuance of Risk
Management and Internal Control Statement pursuant to Paragraph 15.26(b) of the ACE Market Listing Requirements.

Board’s Responsibility

The Board acknowledges its overall responsibility for the Group’s internal control and risk management system to safeguard
shareholders’ investment and the Group’s assets as well as reviewing the adequacy and effectiveness of the said system.

Due to the limitations inherent in any system of risk management and internal control, such system put into effect by Management
is designed to manage rather than eliminate all risks that may impede the achievement of the Group’s business objectives.
Therefore, such a system can only provide reasonable and not absolute assurance against any material misstatement or loss.

The Group has an on-going process for identifying, evaluating and managing the significant risks it faces. The Board regularly
reviews the results of this process, including measures taken by Management to address areas of key risks as identified. This
process has been in place for the financial year under review and up to the date of approval of this Statement.

Risk Management

The Board is dedicated to strengthen the Group’s risk management


by managing its key business risks within the Group and to implement
appropriate processes and controls to manage these key business
ESTABLISH risks. During the year, Senior Management reviews the existence
CONTEXT RISK
of new risks and assesses the relevance of the Group’s existing
IDENTIFICATION
risk profile. Significant risks that may affect the Group’s business
objectives have been continuously monitored and any new significant
risk identified are subsequently evaluated and managed.

REVIEW Whilst the Board maintains ultimate control over risk and control
& RISK matters, the implementation of the RMS and internal control has
MONITORING ASSESSMENT been delegated to the Executive Management within an established
& framework. Key management staff and Heads of Department are
EVALUATION delegated with the responsibility to manage identified risks within
defined parameters and standards. Monthly Management Meetings
are held to discuss key risks and the appropriate mitigating control.
RISK Significant risks affecting the Group’s strategic and business plans
TREATMENT are escalated to the Board at their scheduled meetings. This ongoing
process is undertaken at all the major subsidiaries of the Group, as
well as collectively at the Group level.
Risk Management Process

Internal Audit Function

The Group’s Internal Audit Function assists the Board and Audit Committee by providing an independent assessment of the
adequacy and effectiveness of the Group’s internal control system. Further details of the Internal Audit Function are set out in
the Audit Committee Report on page 52 of this Annual Report.

37
www.widadgroup.com
STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL (CONT’D)
Other Key Elements of Internal Control

The key elements of the Group’s internal control system are described below:

• Organisation Structure & Authorisation Procedures

The Group maintains a formal organisation structure with clear lines of reporting to Board Committees and Senior
Management including defined lines of accountability within which senior management operates, such as roles and
responsibilities, authority limits, review and approval procedures, etc.

• Written policies and procedures

Formal internal policies and procedures are regularly updated to manage changing business risks or to address operational
deficiencies.

• Planning, monitoring and reporting

- The External Auditors and Audit Committee reviews the Group’s quarterly financial performance together with
Management. These are subsequently reported to the Board; and

- Comprehensive information, which includes the monthly management reports covering all key financial and
operational indicators, is provided to Senior Management for the monitoring of performance against strategic plan.

Assurance provided by the Group Managing Director and Group Chief Financial Officer

In line with the Guidelines, the Group Managing Director and Group Chief Financial Officer have provided assurance to the Board
in writing stating that the Group’s risk management and internal control systems have operated adequately and effectively, in
all material aspects, to meet the Group’s objectives during the financial year under review.

Review of the Statement by External Auditors

Pursuant to paragraph 15.23 of the ACE Market Listing Requirements of Bursa Securities, the external auditors have reviewed
this Statement for inclusion in the Annual Report of the Group for the year ended 31 December 2018 and reported to the Board
that nothing has come to their attention that caused them to believe that the statement is inconsistent with their understanding
of the processes adopted by the Board in reviewing the adequacy and integrity of the system of risk management internal
control.

Conclusion

The Board is of the view that the risk management and internal control systems are adequate and effective and have not resulted
in any material losses, contingencies or uncertainties that would require a separate disclosure in the Group’s annual report.
The Board continues to take pertinent measures to sustain and, where required, to improve the Group’s risk management and
internal control systems in meeting the Group’s strategic objectives.

This statement is made in accordance with the Board’s resolution dated 27 February 2019.

WIDAD GROUP BERHAD (857363-U)


38
ANNUAL REPORT 2018
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The Board of Widad Group Berhad is dedicated to ensuring that good corporate governance practices is applied throughout the
Group in order to safeguard stakeholders’ interest as well as for enhancing shareholders’ value.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

BOARD RESPONSIBILITIES

The Board shall strive to ensure that the Company and its subsidiaries (“Group”) are well managed to achieve these objectives.
This responsibility of the Board would be an active and not passive responsibility. The Board shall ensure that the management
has in place the appropriate processes for risk management, internal control and the monitoring of performance against
agreed benchmarks. The Board shall work with senior management as collaborators in advancing the interests of the Group.
However, the Board shall not be too accepting of the management’s views and shall test and question the management’s
assertions, monitor progress, evaluate management’s performance and will, where warranted, take corrective action.

The Board delegates and confers some of its authorities and discretion to the Chairman, Executive Directors, and Management
as well as on properly constituted Board Committees comprising mainly/exclusively Non-Executive Directors.

The Chairman is responsible for the Group’s business and strategy plan, setting goals to achieve the Group’s mission and vision.
He provides leadership and governance of the Board, ensuring its effectiveness and assumes the formal role as the leader
in chairing all Board meetings and shareholders’ meetings. He leads the Board in overseeing Management and principally
ensures that the Board fulfils its obligations and as required under the relevant legislations.

Some of the specific responsibilities of the Chairman include:

i) Leading the Board in setting its values and ethical standards of the Company;
ii) Ensuring Board proceedings are in compliance with good conduct and best practices;
iii) Ensure the whole Board plays a full and constructive part in developing and determining the Group’s strategy and overall
business and commercial objectives;
iv) Arranging for regular evaluation of performance of Board Members, its Committees and individual Directors;
v) To set the vision for the Group;
vi) Giving emphasis on important issues challenged by the Group at Board meetings;
vii) In conjunction with the Managing Director, to represent the Company and/or Group to external parties such as major
shareholders, creditors, consumer groups and other stakeholders;
viii) Guide the Group on long term strategic opportunities and represent the Group with key industry, civic and philanthropic
constituents; and
ix) Promote the highest standards of integrity, probity and corporate governance on the Group.

The duties of Executive Director / Managing Director include implementation of decisions and policies approved by Board,
overseeing and running the Group’s day to day business, and also coordinating business and strategic decisions. Each Executive
Director / Managing Director is responsible for the respective business unit that there is no overlapping of each role and duty.

The role of Management is to support the Executive Director / Managing Director and implement the running of the general
operations and financial business of the Company, in accordance with the delegated authority of the Board.

The Board Committees include the Audit Committee, Nomination Committee and Remuneration Committee. The Board
Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board
Committees are presented to the Board with appropriate recommendations.

The Non-Executive Directors are independent from Management. Their roles are to provide a balance view, to constructively
challenge Management, help develop the Company’s strategy and monitor the success of Management in delivering the
approved targets and business plans within the risk appetite set by the Board. They have direct access to the Management at
all levels, and they engage with the external and internal auditors to address matters concerning Management and oversight
of the Company’s business and operations.

39
www.widadgroup.com
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
The Board assumes the following key responsibilities:

• Review and approve the strategies, business plans and significant policies after satisfying themselves that management
has taken into account all the relevant and appropriate considerations in establishing the strategies, plans and policies;

• Ensure a competent management by establishing policies for strengthening the performance of the Group with a view to
proactively build the business through innovation, initiative, technology, new products and the development of its business
capital;

• Monitor implementation, progress and performance of the strategies, policies, plans, legal and fiduciary obligations that
affect the business by adopting performance appraisal measures;

• Evaluate whether the business is being properly managed and to ensure that the solvency of the Group and the ability of
the Group to meet its contractual obligations and to safe guard the Company’s assets;

• Ensure that the Group has appropriate business risk management process, including adequate control environment
be it the internal control systems and information management systems, systems for compliance with applicable laws,
regulations, rules, directives and guidelines and controls in areas of significant financial and business risks;

• Establish various Board Committees and ensure their effectiveness to address specific issues, by considering
recommendations of the various board committees and acting on their reports;

• Ensure that the financial statements of the Company and Group are fairly stated and otherwise conform with the relevant
regulations including acceptable accounting policies that result in balanced and understandable financial statements;

• Ensure that the Group adheres to high standards of ethics and corporate behaviour including transparency in conduct of
business.

• Ensure that there is in place an appropriate investor relation and communication policy;

• Ensure that the Company’s corporate disclosure are in compliance with the disclosure requirements as set out in the
Bursa Malaysia Listing Requirements; and

• Ensure wider usage of information technology in communicating with stakeholders including establishing a dedicated
section for corporate governance on the Company’s website.

There is a clear division of responsibility between the Chairman and the Managing Director (“MD”) so as to ensure that there
is a balance of power and authority. The Board is led by Dato’ Feizal Mustapha who is the Chairman, whilst the executive
management of the Company is helmed by Dato’ Dr Mohd Rizal Mohd Jaafar, the MD. The Chairman is primarily responsible for
ensuring Board effectiveness whilst the MD is responsible for business plan and growth, operations and efficient management.

The Board is mindful of the importance of business sustainability and, in conducting the Group’s business, the impact on the
environmental, social, health and safety, staff welfare and governance aspects are taken into consideration.

Responsibility Statements By Directors

The Directors are required by the Companies Act 2016 to prepare financial statements for each financial year which have been
made out in accordance with Financial Reporting Standards so as to give a true and fair view of the financial position of the
Group and Company at the end of the financial year and the financial performance and cash flows of the Group and Company
for the financial year.

The Directors are satisfied that in preparing the financial statements of the Group for the year ended 31 December 2018, the
Group has adopted suitable accounting policies and applied them consistently, prudently and reasonably. The Directors also
consider that all applicable approved accounting standards have been followed in the preparation of the financial statements,
subject to any material departures being disclosed and explained in the notes to the financial statements. The financial
statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Group keeps
sufficient accounting records to disclose with reasonable accuracy, the financial position of the Group and which enable them
to ensure that the financial statements comply with the Companies Act 2016.

WIDAD GROUP BERHAD (857363-U)


40
ANNUAL REPORT 2018
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
Qualified and Competent Company Secretaries

The Directors have the unrestricted access to the advice and services of the Company Secretary to enable them to discharge
their duties effectively.

The Company Secretaries are qualified Chartered Secretaries, under the prescribed body as permitted by Companies Act 2016.
The appointment and removal of the Company Secretaries are under the purview of the Board of Directors.

The Company Secretaries shall update the Board on the changes to the statutory and regulatory requirements from time to
time at Board meetings. The Company Secretaries also notify the Directors and Principal Officers on the closed period for
trading in the Company’s securities, in accordance with Chapter 14 of the ACE Market Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Securities”).

The Company Secretaries play an important role in the annual general and extraordinary general meetings in ensuring that
the due processes and proceedings are in place and properly managed. During the meeting, the Company Secretaries will
assist the Chairman and the Board in the conduct of the meetings and ensure the minutes are properly recorded, particularly
questions and issues raised by the shareholders.

Access to Information and Advice

The Directors have full and unrestricted access to all information pertaining to the Company’s business and affairs so as
to enable them to discharge their responsibilities. Prior to the Board meetings, the Directors are provided with the agenda
together with the Board papers on issues to be discussed in a timely manner. The Board papers are sent out via emails or
physical copies to all Directors at least 5 days before the Board Meetings. Exceptions may be made for certain ad-hoc or urgent
instances when Directors consent to shorter notice.

To ensure effective functioning of the Board, the Directors are given access to information through the following means:

• Management may be invited to the Board and Board Committees’ meetings to report or present areas within their
responsibilities to ensure the Board is able to effectively discharge its responsibilities.

• Directors may obtain independent professional advice at the Company’s expense, where necessary, after consulting with
the Chairman, in furtherance of their duties.

• The Directors also have access to the advice and updates by the external auditors on any new Malaysian Financial Reporting
Standards that would affect the Group’s financial statements during the year.

A record of the Board’s deliberation of issues discussed and conclusion reached are recorded in the minutes of the meeting by
the company secretary. Every Director has unhindered access to the advice and services of the Company Secretaries as and
when required to enable them to discharge their duties effectively.

Board Charter

The Board has formalised and uploaded its Board Charter in the website of the Company at www.widadgroup.com. The Board
Charter sets out the Board roles and responsibilities.

41
www.widadgroup.com
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
Directors’ Code of Ethics, Whistleblowing and Diversity Policy

The Board of Directors has conducted themselves in an ethical manner while executing their duties and functions and have
complied with the Company Directors’ Code of Ethics. The said Code establishes a standard of ethical behaviour for the
Directors to uphold sincerity, integrity, responsibility and social responsibility in line with the legislation, regulations and
guidelines for administrating the Company.

The Company has also adopted a Whistleblowing policy to safeguard the Company’s interest and also to protect the
whistleblower‘s interest. The policy spells out the types of misconduct, malpractice and irregularity, and how the reporting
and investigations will be carried out. The Company expects all employees to observe the policy in the conduct of day to day
business.

In addition, the Group adopted Diversity Policy aims to set a framework to achieve the objective of ensuring its board of
directors has the diversity of perspectives, experience and skills necessary for effective management of the Group. The Group
aims to maintain the composition of its Board in a way that provides the best mix of experience and skills to verse ongoing
business operations.

The Directors’ Code of Ethics, Whistleblowing and Diversity policy are published at the Company’s website at www.widadgroup.com.

BOARD COMPOSITION

The Board currently has six (6) members, comprising four (4) Independent Non-Executive Directors and two (2) Non-
Independent Executive Director. The presence of majority Independent Directors allow Board’s deliberations and decisions
to be made objectively in the best interest of the Company. The composition of the Board complies with Rule 15.02 of the ACE
Market Listing Requirements of Bursa Securities and other relevant rules and regulations.

The Group is led by an effective Board which comprises members with skills from a diverse blend of professional backgrounds
ranging from business, legal, finance and accounting experience. The Board views its current composition encompasses a
balance mix of skills and strength in qualities which are relevant to enable the Board to discharge its responsibilities in an
effective and competent manner.

The Board Committees comprise of Audit Committee (“AC”), Nomination Committee (“NC”) and Remuneration Committee
(“RC”). The Board Committees exercises transparency and full disclosure in their proceedings. Where necessary, issues
deliberated by the Board Committees are presented to the Board with appropriate recommendations.

The NC is responsible for identifying and recommending new nominees to the Board as well as committees of the Board. For
new appointments to the Board, the NC shall consider diversity of skills, expertise, background and experience in evaluating
the appointment of Directors. The Company believes in providing equal opportunity to all candidates based on merit. The
Company has its Board Diversity policy in place for this purpose. There was resignation and new appointment of Director
during the financial year due to corporate exercise conducted.

In addition, the NC assesses the effectiveness of the Board as a whole and the Board Committees, and also the contribution of
each Director. The evaluation process is conducted via questionnaires and is based on self-review and peer assessment. The
assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and
responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities. The NC reviews the outcome
of the assessment and report to the Board, in particular, areas for improvement and also used as the basis of recommending
relevant Director for re-election at the Annual General Meeting. This assessment is done on yearly basis.

In accordance with the Company’s Articles of Association, an election of Directors shall take place each year at an Annual
General Meeting (“AGM”) and one-third (1/3) of the Directors are subject to retirement by rotation, in any event, each Director
shall retire from office once in every three (3) years. The Directors to retire in each year are the Directors who have been
longest in office since their last appointment or re-election. The Directors appointed by the Board during the financial year are
subject to retirement at the next AGM held following their appointments in accordance with the Company’s Constitution. All
retiring Directors are eligible for re-election. The re-election of each Director is voted on separate resolution during the AGM
of the Company.

WIDAD GROUP BERHAD (857363-U)


42
ANNUAL REPORT 2018
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
The NC is empowered by its terms of reference to carry out duties and responsibilities as follows:

(i) Recommend to the Board, candidates for directorship and Board Committee membership take into consideration the
candidates’ skills, knowledge, expertise, experience, professionalism, integrity and women candidates shall be sought as
part of its recruitment exercise;

(ii) Consider candidates for directorships proposed by the Managing Director and within the bounds of practicality, by any
other senior management or any director or shareholder;

(iii) Determine the core competencies and skills required of Directors to best serve the business and operations of the Group
as a whole and the optimum size of the Board to reflect the desired skills and competencies;

(iv) Assess, review and recommend to the Board, candidates to fill the seats on Board Committees. In assessing suitability of
candidates, the qualities to look for are competencies, commitment, contribution and performance;

(v) Regularly review the Board structure, size and composition and make recommendations to the Board with regards to any
adjustment that are deemed necessary;

(vi) Ensure that the positions of the Chairman and Managing Director are held by different individuals and the Chairman shall
be a non-executive member of the Board. The NC shall ensure that the composition of the Board shall consist of at least a
majority of independent directors should the Chairman be an executive member of the Board;

(vii) Review the size and core competencies of Non-Executive Directors, Board balance and determine if additional Directors
are required and also to ensure that at least 50% of the Board is independent;

(viii) Assist the Board to do an annual assessment of independence of its Independent directors and also ensure that the tenure
of the Independent directors do not exceed a cumulative term of nine years. The Board is to recommend the director for
shareholders’ approval in the event it retains as an Independent director, the director who had served in that capacity for
more than nine years;

(ix) Assist the Board to implement a procedure to be carried out by the NC for annual assessment on the effectiveness of the
Board as a whole, the Board Committee and the contribution of each individual Director;

(x) Establish a clear succession plan and periodically reporting to the Board on succession planning for the Board Chairman
and CEO. The NC should work with the Board to evaluate potential successors;

(xi) Recommend Directors who are retiring by rotation under the Articles of Association to be put forward for re-election;

(xii) Have due regard to the principles of governance and code of best practice;

(xiii) Propose to the Board the responsibilities of non-executive Directors, including membership and Chairpersonship of Board
Committees;

(xiv) Review its own performance, at least once a year, and recommend any necessary changes to its Terms of Reference.

The Committee is satisfied with the current size of the Board and with the mix of qualifications, skills and experience among
the Board members.

43
www.widadgroup.com
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
The members of the Nomination Committee whom are Independent Non-Executive Directors are as follows:

Position

Nor Adha Bin Yahya (Appointed on 28/11/2018) Chairman


Ong Kuan Wah (Appointed on 04/09/2018) Member
Tung Ghee Meng (Appointed on 04/09/2018) Member
Cheng Ming Fui (Appointed on 04/09/2018) Member
Koong Lin Loong (Resigned on 04/09/2018) Chairman
Hing Kim Tat (Resigned on 04/09/2018) Member
Tan Kean Huat (Resigned on 04/09/2018) Member

None of the Independent Non-Executive Directors had served the Company for more than 9 years.

FOSTER COMMITMENT

Time Commitment

All Board members are required to notify the Chairman on any new directorships notwithstanding that the Listing Requirements
of Bursa Securities allow a Director to sit on the boards of 5 listed issuers. Such notification is expected to include an indication
of time that will be spent on the new appointment. During the financial year ended 2018, the Board met 4 times to deliberate
on a variety of matters of the Company. Additional meetings may be convened on an ad-hoc basis when urgent and important
decisions are required to be made in between scheduled meeting. The attendance record of each Director is as follows:

Attendance
Andrew Conrad Jacobs
3/3
Executive Chairman (Resigned on 29/08/2018)
Dato’ Meng Bin
3/3
CEO/MD (Resigned on 29/08/2018)
Koong Lin Loong
1/3
Independent Non-Executive Director (Resigned on 04/09/2018)
Hing Kim Tat
3/3
Independent Non-Executive Director (Resigned on 04/09/2018)
Tan Kean Huat
2/3
Independent Non-Executive Director (Resigned on 04/09/2018)
Rizvi Bin Abdul Halim
3/3
Independent Non-Executive Director (Resigned on 04/09/2018)
Dato’ Feizal Mustapha @ Feizal Bin Mustapha 1/1
Executive Chairman / Non-Independent Executive Director (Appointed on 23/11/2018)
Dato’ Dr Mohd Rizal Mohd Jaafar 1/1
MD (Appointed on 29/08/2018)
Nor Adha Bin Yahya
1/1
Independent Non-Executive Director (Appointed on 28/11/2018)
Ong Kuan Wah
1/1
Independent Non-Executive Director (Appointed on 04/09/2018)
Tung Ghee Meng
1/1
Independent Non-Executive Director (Appointed on 04/09/2018)
Cheng Ming Fui
1/1
Independent Non-Executive Director (Appointed on 04/09/2018)

The agenda for each Board meeting and papers relating to the agenda items are circulated to all Directors at least 5 days before
the meeting so as to provide sufficient time for the Directors to review the Board papers and seek clarification, if any.
WIDAD GROUP BERHAD (857363-U)
44
ANNUAL REPORT 2018
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
Directors’ Training

All the Directors have completed the Mandatory Accreditation Programme within the stipulated timeframe required in the
Listing Requirements.

The training programmes and seminars attended by the Directors during the financial year are:

Name Training Course Date


Dato’ Feizal Mustapha @ Feizal Bin Mustapha None. Newly appointed on 23 November 2018 -
Dato’ Dr Mohd Rizal Mohd Jaafar Mandatory Accreditation Programme for Directors
12-13 Feb 2018
of Public Listed Companies
Nor Adha Bin Yahya Mandatory Accreditation Programme for Directors
12-13 Feb 2018
of Public Listed Companies
Ong Kuan Wah Budget 2019 Seminar 21 Nov 2018
Tung Ghee Meng Mandatory Accreditation Programme for Directors
29-30 Nov 2018
of Public Listed Companies
Cheng Ming Fui Mandatory Accreditation Programme for Directors
3-4 Sep 2018
of Public Listed Companies

The Directors are aware of their obligation and will continue to attend suitable training to equip and enhance themselves with
the knowledge to facilitate themselves in discharging their duties and responsibilities diligently with integrity.

REMUNERATION

The RC reviews and proposes, subject to the approval of our Board, the remuneration policy and the terms and conditions
of service of each Director for his services as member of the Board as well as Committees of the Board. Nevertheless, the
remuneration of Non-Executive Directors is a matter for the Board decision as a whole. Relevant Directors are required to
abstain from deliberation and voting decisions in respect of his individual remuneration. The remuneration of Directors is
generally based on market conditions, responsibilities held and the overall financial performance of our Group. Decisions and
recommendations by RC shall be reported to our Board for approval.

The members of the RC comprise all Independent Non-Executive Directors as follows:

Position

Nor Adha Bin Yahya (Appointed on 28/11/2018) Chairman

Ong Kuan Wah (Appointed on 04/09/2018) Member

Tung Ghee Meng (Appointed on 04/09/2018) Member

Cheng Ming Fui (Appointed on 04/09/2018) Member

Tan Kean Huat (Resigned on 04/09/2018) Chairman

Koong Lin Loong (Resigned on 04/09/2018) Member

Hing Kim Tat (Resigned on 04/09/2018) Member

The Committee met one time during the financial year, attended by all its members throughout the period.

45
www.widadgroup.com
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
Remuneration Policy and Procedures

The Executive Directors’ remuneration package is linked to the experience, scope of duty and responsibility, seniority,
performance and industrial practices. The remuneration of Executive Directors consists of basic salary, among other bonus
whereby the Non-Executive Directors receive fixed director fees.

The RC reviews and recommends the Executive Directors’ remuneration package by assessing their KPI and also refers to
market of similar industry and its size as a benchmark. An appropriate remuneration package is designed to retain and attract
calibre Directors to discharge their duty with integrity, to grow and lead the Company.

Details of the Directors’ remuneration in aggregate for financial year ended 2018 are tabulated as below:
Company’s
Salary and Other Bonus
Name Fee (RM) Contribution Total (RM)
Emolument (RM) (RM)
(RM)

Executive Director:

Dato’ Feizal Mustapha @ Feizal Bin Mustapha - 63,410 - 7,600 71,010

Dato’ Dr Mohd Rizal Mohd Jaafar - 402,385 - 48,240 450,625

Independent Director:

Nor Adha Bin Yahya 8,000 - - - 8,000

Ong Kuan Wah 16,000 - - - 16,000

Tung Ghee Meng 16,000 - - - 16,000

Cheng Ming Fui 16,000 - - - 16,000

Tan Kean Huat 24,000 - - - 24,000

Andrew Conrad Jacobs 20,439 - - - 20,439

Koong Lin Loong 24,000 - - - 24,000

Hing Kim Tat 24,000 - - - 24,000

TOTAL 148,439 465,795 - 55,840 670,074



The payment of Directors’ fees will be subjected to the shareholders’ approval at the AGM. The Company has sought mandate
from shareholders’ at the previous AGM to pay Directors’ fees and any benefits to Directors up to a certain threshold.

WIDAD GROUP BERHAD (857363-U)


46
ANNUAL REPORT 2018
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
Details of the remuneration of the top 4 Senior Management (including salary, bonus, benefits in-kind and other emoluments)
in each successive band of RM 50,000 during the financial year 2018, are as follows:

Category Total (RM’000)

Salary and Other Emolument 1,781

Company’s Contribution 207

Remuneration Band No. of Personnel

RM 50,001 - RM 100,000 1

RM100,001 – RM 150,000 1

RM200,001 – RM 250,000 1

RM1,050,001–RM 1,100,000 1

Due to the confidentially and sensitivity of the remuneration package of Senior Management as well as security concerns,
the Board opts not to disclose the Senior Management’s remuneration components on named basis in the bands of RM 50,000.

The Board is of the view that the disclosure of Senior Management’s remuneration components will not be in the best interest
of the Company given the competitive human resources environment, as such disclosure may give rise to recruitment and
talent retention issues.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

AUDIT COMMITTEE

The AC is relied upon by the Board to, amongst others, provide advice in the areas of financial reporting, external audit, internal
control process, review of related party transactions as well as conflict of interest situations. The AC also undertakes to provide
oversight on the risk management processes/framework of the Group.

The AC is chaired by an Independent Director and consists of all Independent Directors. The Chairman of AC is not the Chairman
of the board. None of the members of the AC were former key audit partners of Widad.

The AC has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the
AC. The role of the AC and the number of meetings held during the financial year as well as the attendance record of each
member are set out in the AC Report in the Annual Report.

The AC is responsible for assessing the capabilities and independence of the external auditors and to also recommend to the
Board on their appointment, re-appointment or termination of their services to the Company.

The External Auditors, Messrs. Grant Thornton Malaysia (“GTM”) presented to the AC’s its 2018 Audit Planning Memorandum
on 28 November 2018 which outlined its audit objectives, engagement and reporting responsibilities, audit approach, recent
development, proposed reporting schedules and proposed fees and their focus on key audit matters with reference to the
approved standards on auditing issued by the Malaysian Institute of Accountants. Subsequently, GTM will brief the AC on its
audit findings and the Audited Financial Statements. This formed part of the AC’s assessment of the suitability, objectivity and
independence of GTM on an annual basis.

47
www.widadgroup.com
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
GTM has confirmed their independence to the AC in accordance with the Malaysian Institute of Accountants’ By-Laws,
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants.

The AC and the Board are satisfied with the performance, competence and independence of GTM and the Board had
recommended their re-appointment for the shareholders’ approval at the forthcoming AGM.

The Chairman and members of the AC are financially literate and have carried out their duties and responsibilities in accordance
with the terms of reference of the AC.

The Board is of the opinion that the AC has performed its functions satisfactorily as the Chairman and members have the
required knowledge, experience and skills to understand and effectively deliberate on matters under the purview of the AC
including the financial reporting process.

The AC assists the Board in overseeing the financial reporting process and ensuring that the results of the Company’s
operations are fairly presented in its financial statements.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

The Board has overall responsibility for maintaining a sound system of internal control and risk management that provide a
reasonable assurance of effective and efficient operations, and compliance with the relevant laws and regulations as well as
with internal procedures and guidelines. The Statement on Risk Management and Internal Control as included on pages 37
and 38 of this Annual Report provides the overview of the internal control framework adopted by the Company for the current
financial year.

Due to the limitations that are inherent in any system of risk management and internal control, this system is designed to
manage, rather than eliminate, the risk of failure to achieve business objectives. The Board also recognises that a sound
system of risk management and internal control can only reduce but not eliminate the possibility of poor judgement in decision
making, human error, control process being deliberately circumvented by employees, management overriding controls and
the occurrence of unforeseeable circumstances. Accordingly, the system provides only reasonable but not absolute assurance
against material misstatement of management and financial information and records or against financial losses or fraud.

The internal audit function has been outsourced to an independent professional service firm to provide an independent
assurance to the Board on the effectiveness and adequacy of the Group’s system of internal control. Details of the internal
audit function is set out in the Statement on Risk Management and Internal Control and AC Report.

The Internal Auditor attends and reports at each AC meeting on reviews conducted during each quarter. The audit personnel
are free from any relationships or conflicts of interest, which could impair the objectivity and independence.

The Board has obtained assurance from the Group Managing Director that the Group’s risk management and internal control
systems have operated adequately and effectively, in all material aspects, to meet the Group’s objectives during the financial
year under review.

WIDAD GROUP BERHAD (857363-U)


48
ANNUAL REPORT 2018
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (CONT’D)
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

COMMUNICATION WITH STAKEHOLDERS

The Company values dialogues with the investors and is constantly striving to improve the communication with the public.
The Board believes that an effective investor relation is essential in enhancing shareholders’ value and therefore ensures
that shareholders are kept well informed of major development of the Company. Such information is disseminated via the
Company’s Annual Report, various disclosures and announcements to Bursa Securities and the Company’s website at www.
widadgroup.com.

The AGM is the principal forum for dialogue between the Company and the shareholders. The Board provides the opportunity
for shareholders to raise questions pertaining issues in the financial performance and business plan. The Board takes the
opportunity to present a comprehensive review of the progress and performance of the Company, and provides answers to the
questions raised by the shareholders during the meeting.

CONDUCT OF GENERAL MEETINGS

The Group is of the view that General Meetings are important platforms to engage with its shareholders as well as to address their
concerns. The Group encourage shareholders to attend and participate in the AGM by providing adequate advance notice and holding
the AGM at a readily accessible location. The location of the AGM is customarily nestled in one of the hotels in Klang Valley which is
easily accessible through public transportation.

Shareholders who are unable to attend the AGM are allowed to vote via proxy. All resolutions set out in the notice of the General
Meetings are conducted via poll voting.

The Board is satisfied that throughout the financial year ended 31 December 2018, the Company has applied the principles and
recommendations of the corporate governance set out in the Malaysian Code on Corporate Governance, where necessary and
appropriate.

The Corporate Governance Overview Statement was approved by the Board of Directors on 27 February 2019.

49
www.widadgroup.com
AUDIT COMMITTEE REPORT

The principle objective of the Audit Committee is to assist the Board in discharging certain of its statutory duties and
responsibilities in relation to financial, accounting and reporting practices and to ensure proper disclosure to the shareholders
of the Company.

COMPOSITION AND DESIGNATION OF AUDIT COMMITTEE

The Audit Committee (“the Committee”) is formed subsequent to the new Board in September 2018 which comprises of the
following members:

Position

Ong Kuan Wah (Appointed as Chairman on 28/11/2018) Chairman; Independent Non-Executive Director

Tung Ghee Meng (Appointed on 04/09/2018) Member; Independent Non-Executive Director

Cheng Ming Fui (Appointed on 04/09/2018) Member; Independent Non-Executive Director

Nor Adha Bin Yahya (Appointed on 29/11/2018) Member; Independent Non-Executive Director

Hing Kim Tat (Resigned on 04/09/2018) Chairman; Independent Non-Executive Director

Tan Kean Huat (Resigned on 04/09/2018) Member; Independent Non-Executive Director

Koong Lin Loong (Resigned on 04/09/2018) Member; Independent Non-Executive Director

TERMS OF REFERENCE

The Terms of Reference for the Audit Committee can be viewed at the Group’s website at www.widadgroup.com.

AUTHORITY

The Committee shall have unlimited access to financial and other relevant information and documents, to the external and
internal auditors and to senior management of the Company. The Committee shall also have the authority to investigate any
matter within its term of reference.

MEETINGS

Meetings shall be held at least 4 times a year or a frequency to be decided by the Committee. The quorum for each meeting
shall be majority of members attended are independent. The Committee may invite the senior management or professionals
to the meeting whenever deems fit, to present their findings and views.

There were four (4) meetings held during the financial year ended 31 December 2018 and the attendance record is as follows:

Attendance

Hing Kim Tat (Resigned on 04/09/2018) 3/3

Koong Lin Loong (Resigned on 04/09/2018) 1/3

Tan Kean Huat (Resigned on 04/09/2018) 2/3

Ong Kuan Wah (Appointed as Chairman on 28/11/2018) 1/1

Tung Ghee Meng (Appointed on 04/09/2018) 1/1

Cheng Ming Fui (Appointed on 04/09/2018) 1/1

WIDAD GROUP BERHAD (857363-U)


50
ANNUAL REPORT 2018
AUDIT COMMITTEE REPORT (CONT’D)

The key functions and responsibilities of the Committee are as follows:

• To review the quarterly and annual financial statements prior to submission to the Board, focusing on:
- Any changes in or implementation of major accounting policies and practices;
- Significant audit adjustments;
- Going concern assumptions;
- Compliance with accounting standards and other legal requirements.

• To oversee matters relating to external audit including the reviews of the audit plan, auditor’s management letter and the
audit report;

• To review the adequacy of the scope, functions, competency and resources of the internal audit functions;

• To review any related party transactions that may arise within the Company or the Group;

• To recommend to the Board the appointment of external auditors, review audit fee and any reasons of resignation or dismissal;

• To assess and review the capability and professionalism of the external auditors;

• To consider other issues, as authorised by the Board;

• To report to the Board of Directors all pertinent issues which are necessary to be reported;

• To review any significant transactions which are not within the normal course of business and any related party transactions
that may arise within the Company or Group;

• Consider major findings of internal investigations and management’s response; and

• To perform any other work as may be directed by the Board from time to time.

SUMMARY OF ACTIVITIES DURING THE YEAR

The activities of the Committee for the financial year under review were as follows:

Transition Period

• New Audit Committee (“AC”) is formed in September 2018 since the corporate restructuring held

Financial Reporting

• Reviewed the unaudited quarterly reports and annual financial statements prior to submission to the Board for
consideration and approval and subsequent release to Bursa Malaysia Securities Berhad; and

• Reviewed and assessed the appropriateness of the Group’s accounting policies, adequacy of financial reporting and
disclosure requirements and reasonableness of judgments and projections made in connection with the preparation of
the financial statements.

External Audit

• Considered the appointment of the external auditors and audit fees by evaluating the external auditor’s competence,
independence, objectivity and the scope of work to be conducted;

• Reviewed the external auditor’s audit plan and areas of audit emphasis for financial year prior to the commencement of
audit; and

• Reviewed and discussed the auditing issues, where applicable the impact of material adjustments and recommendations
arising from the final audit with the external auditors.

51
www.widadgroup.com
AUDIT COMMITTEE REPORT (CONT’D)

Internal Audit

• Considered and approved the appointment of the outsourced internal audit function and their fees by evaluating their
competency, independence and performance; and

• Reviewed the internal audit plan and internal audit reports and discussed the findings and recommendations by the
internal auditors.

Other activities

• Reviewed the related party transactions and the basis of pricing entered into by the Group and the Company and the
disclosure of such transactions in the annual report of the Company;

• Reviewed the circular to shareholders in connection with recurrent related party transactions of a revenue or trading
nature; and

• Reviewed and recommended to the Board for approval of the Audit Committee Report, and Statement on Risk Management
and Internal Control for inclusion in the Annual Report.

INTERNAL AUDIT FUNCTION

The Company has outsourced the internal audit function of the Group to Messrs Afrizan Tarmili Khairul Azhar (“AFTAAS”).
AFTAAS reports directly to the Committee. Its primary responsibility is to carry out periodic reviews of the systems of internal
controls so as to provide reasonable assurance to the Audit Committee that such systems are adequate and effective.

During the financial year under review, a summary of the activities carried out by the internal audit function are as follows:

(a) Prepared the risk based internal audit plan for the review and approval of the Audit Committee.

(b) Carried out reviews in accordance with the risk based internal audit plan reviewed and approved by the Audit Committee.
Details of the reviews carried out are as follows:

Entity Business Process

Widad Group Berhad Structural Management

Widad Group Berhad Facilities Management

Findings from the internal audit reviews conducted were discussed with Senior Management and subsequently presented,
together with Management’s response and proposed action plans, to the Audit Committee for their review and approval.

Notwithstanding the above, although a number of internal control deficiencies were identified during the internal audit reviews,
none of the weaknesses have resulted in any material losses, contingencies or uncertainties that would require a separate
disclosure in this annual report.

The total cost incurred for the outsourcing of the internal audit function for the financial year ended 31 December 2018 was
RM17,500.

WIDAD GROUP BERHAD (857363-U)


52
ANNUAL REPORT 2018
AUDITED
FINANCIAL
STATEMENTS

CONTENTS PAGE
Directors' Report 54 – 58
Statement by Directors and Statutory Declaration 59
Independent Auditors’ Report 60 – 62
Statements of Financial Position 63
Statements of Profit or Loss and Other
Comprehensive Income 64
Statements of Changes in Equity 65
Statements of Cash Flows 66 – 67
Notes to the Financial Statements 68 – 122
DIRECTORS’ REPORT

The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2018.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding.

The principal activities of its subsidiaries are disclosed in Note 5(a) to the financial statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiaries during the financial
year.

CHANGE OF NAME

On 4 December 2018, the Company changed its company name from Ideal Jacobs (Malaysia) Corporation Bhd. to Widad Group
Berhad.

FINANCIAL RESULTS

Group Company
RM RM

Net profit/(loss) for the financial year 19,255,763 (367,526)

DIVIDENDS

There were no dividends proposed, declared or paid by the Company since the end of the previous financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the
financial statements.

ISSUE OF SHARES AND DEBENTURES

During the financial year, the Company issued:-

(a) 1,150,075 new ordinary shares for cash arising from the exercise of employees’ share options at a weighted average price
of RM0.21 per ordinary share.

(b) 1,782,608,695 new ordinary shares at an issue price of RM0.23 per ordinary share, in total RM410,000,000 as partial
discharge of the purchase consideration for an acquisition of a subsidiary during the financial year.

(c) 534,032,000 new ordinary shares at an issue price of RM0.25 per ordinary share for a total cash consideration of
RM133,508,000 for working capital purposes.

The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of
the Company.

There was no issuance of debentures during the financial year.

WIDAD GROUP BERHAD (857363-U)


54
ANNUAL REPORT 2018
DIRECTORS’ REPORT (CONT’D)

EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)

At an Extraordinary General Meeting (“EGM”) held on 28 February 2014, the Company’s shareholders approved the
establishment of ESOS for the eligible Directors and employees of the Group. The scheme which came into effect on 19 March
2014 is for a period of five years.

The option offered to take up unissued ordinary shares during the financial year is as follow:-

| Number of Share Option |


Grant Expiry Exercise Balance at Balance at
date date price 1.1.2018 Granted Exercised 31.12.2018

25 March 2014 24 March 2019 RM0.21 1,150,075 - (1,150,075) -

The salient features of the ESOS are disclosed in Note 28 to the financial statements.

DIRECTORS

The name of the Directors of the Company in office during the financial year and during the period commencing from the end
of the financial year to the date of this report are as follows:-

Dato’ Feizal Mustapha @ Feizal Bin Mustapha (Executive Chairman) (Appointed on 23 November 2018)
Dato’ Dr Mohd Rizal Mohd Jaafar (Chief Executive Officer/Managing Director) (Appointed on 29 August 2018)
Ong Kuan Wah (Independent Non-Executive Director) (Appointed on 4 September 2018)
Cheng Ming Fui (Independent Non-Executive Director) (Appointed on 4 September 2018)
Tung Ghee Meng (Independent Non-Executive Director) (Appointed on 4 September 2018)
Nor Adha Bin Yahya (Independent Non-Executive Director) (Appointed on 26 November 2018)
Andrew Conrad Jacobs (Executive Chairman) (Resigned on 29 August 2018)
Dato’ Meng Bin (Chief Executive Officer/Managing Director) (Resigned on 29 August 2018)
Hing Kim Tat (Independent Non-Executive Director) (Resigned on 4 September 2018)
Koong Lin Loong (Independent Non-Executive Director) (Resigned on 4 September 2018)
Tan Kean Huat (Independent Non-Executive Director) (Resigned on 4 September 2018)
Rizvi Bin Abd Halim (Independent Non-Executive Director) (Resigned on 4 September 2018)

The name of the Directors of the subsidiaries in office during the financial year and during the period commencing from the
end of the financial year to the date of this report are as follows:-

Tan Sri Muhammad Ikmal Opat Bin Abdullah


Tan Sri Norazman Bin Hamidun
Dato’ Julaini Bin Jusoh
Ir. Mohd Syaswan Bin Samsudin
Rosmawati Binti Ahmad (Retired on 30 September 2018)

INDENMITY AND INSURANCE FOR DIRECTORS AND OFFICERS

There is no indemnity coverage and insurance premium paid for Directors and Officers of the Company and its subsidiaries
during the financial year.

HOLDING COMPANY

The holding company is Widad Business Group Sdn. Bhd., a private limited liability company, incorporated and domiciled in
Malaysia.

55
www.widadgroup.com
DIRECTORS’ REPORT (CONT’D)

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016, the
interests and deemed interests in the ordinary shares of the Company and its related corporations of those who were Directors
as at year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the
Company) are as follows:-

Number of ordinary shares


Balance at Balance at
1.1.2018 Bought Sold 31.12.2018
Nor Adha Bin Yahya
- Direct interest - 550,000 - 550,000
- Indirect interest # - 333,200 - 333,200

# deemed interest by virtue of shares held by spouse

Other than as disclosed above, none of the other Directors had any direct interest in shares of the Company or its related
corporations during the financial year.

DIRECTORS’ REMUNERATION AND BENEFITS

During the financial year, the fees and other benefits received and receivable by the Directors of the Company and its
subsidiaries are as follows:-

Incurred by the Incurred by the


Company subsidiaries Group
RM RM RM

Fees 148,439 27,440 175,879


Salary 465,381 1,557,921 2,023,302
Defined contribution plans 55,840 184,088 239,928
Social security contribution 414 1,455 1,869

670,074 1,770,904 2,440,978

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or
objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate.

OTHER STATUTORY INFORMATION

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:-

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for
doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate provision had
been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their
values as shown in the accounting records of the Group and of the Company have been written down to an amount which
they might be expected so to realise.

WIDAD GROUP BERHAD (857363-U)


56
ANNUAL REPORT 2018
DIRECTORS’ REPORT (CONT’D)

OTHER STATUTORY INFORMATION (CONT’D)

At the date of this report, the Directors are not aware of any circumstances:-

(a) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; or

(c) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate; or

(d) not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial
statements misleading.

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 financial 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 financial year.

In the opinion of the Directors:-

(a) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which will or may affect the ability of the Group and of the Company to
meet their obligations as and when they fall due;

(b) the results of operations of the Group and of the Company during the financial year were not substantially affected by any
item, transaction or event of a material and unusual nature; and

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

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

The significant events during the financial year are disclosed in Note 34 to the financial statements.

57
www.widadgroup.com
DIRECTORS’ REPORT (CONT’D)

AUDITORS

The total amount of fees paid to or receivable by the Auditors, Messrs Grant Thornton Malaysia, as remuneration for their
services as Auditors of the Company and its subsidiaries for the financial year ended 31 December 2018 are amounted to
RM45,000 and RM118,000 respectively.

There was no indemnity given to or insurance effected for the Auditors of the Company.

The Auditors, Messrs Grant Thornton Malaysia, have expressed their willingness to continue in office.

Signed on behalf of the Directors in accordance with a resolution of the Board of Directors.

.....................................................
DATO’ FEIZAL MUSTAPHA @
FEIZAL BIN MUSTAPHA

DIRECTORS

.....................................................
DATO’ DR MOHD RIZAL
MOHD JAAFAR

Kuala Lumpur
9 April 2019

WIDAD GROUP BERHAD (857363-U)


58
ANNUAL REPORT 2018
STATEMENT BY DIRECTORS

In the opinion of the Directors, the financial statements set out on pages 63 to 122 are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016
in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2018
and of their financial performance and cash flows for the financial year then ended.

Signed on behalf of the Directors in accordance with a resolution of the Board of Directors.

............................................................................ …..................................................................
DATO’ FEIZAL MUSTAPHA @ DATO’ DR MOHD RIZAL
FEIZAL BIN MUSTAPHA MOHD JAAFAR

Kuala Lumpur
9 April 2019

STATUTORY DECLARATION
I, Dato’ Dr Mohd Rizal Mohd Jaafar, being the Director primarily responsible for the financial management of Widad Group
Berhad (formerly known as Ideal Jacobs (Malaysia) Corporation Bhd.), do solemnly and sincerely declare that to the best of
my knowledge and belief, the financial statements set out on pages 63 to 122 are correct and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declaration Act, 1960.

Subscribed and solemnly declared by )


the above named at Kuala Lumpur in )
the Federal Territory this day of )
9 April 2019 ) ..................................................................................
DATO’ DR MOHD RIZAL MOHD JAAFAR
(NO: CA21594)
CHARTERED ACCOUNTANT

Before me:

Commissioner for Oaths

59
www.widadgroup.com
INDEPENDENT AUDITORS’ REPORT

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Widad Group Berhad (formerly known as Ideal Jacobs (Malaysia) Corporation
Bhd.), which comprise the statements of financial position as at 31 December 2018 of the Group and of the Company, and the
statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of
the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary
of significant accounting policies, as set out on pages 63 to 122.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2018, and of their financial performance and cash flows for the financial year then ended in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act, 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountant (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance
with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current financial year. These matters were addressed in the context of our
audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.

Impairment losses on receivables

The risk

Refer to the Note 8 to the financial statements. We focused on this area because the Group has material amounts of trade
receivables that are past due but not impaired. The key associate risk is the recoverability of billed trade receivables due to
management judgement is required in determining the completeness of the trade receivables provision and in assessing its
adequacy through considering the expected recoverability of the year-end trade receivables.

Our response

We have reviewed the ageing of receivables in comparison to previous years, testing the integrity of ageing by calculating the
due date for a sample of invoices and reviewing the level of bad debts written off in the current year against the prior years. We
also assessed the reasonableness of assumptions and judgements made by the management regarding the expected credit
losses and recoverability of outstanding receivables through examination of subsequent cash receipts and tested the operating
effectiveness of the relevant control procedures that management has in place.

Revenue recognition for construction contract

The risk

Refer to the Note 19 to the financial statements. There are significant accounting judgements involved including determining
the stage of completion, the timing of revenue recognition and the calculation under the percentage of completion method
made by management in applying the Group’s revenue recognition policy to construction contracts entered into by the Group.
The nature of these judgements result in them being susceptible to management override.

Contract revenue should include the amount agreed in the initial contract, plus revenue from alterations in the original contract
work, plus claims and incentive payments that are expected to be collected and that can be measured reliably.

WIDAD GROUP BERHAD (857363-U)


60
ANNUAL REPORT 2018
INDEPENDENT AUDITORS’ REPORT (CONT’D)

Key Audit Matters (cont’d)

Revenue recognition for construction contract (cont’d)

Our response

We performed a range of audit procedures which included obtaining a sample of contracts or letter of awards, reviewing for
change orders or variation orders, reviewing estimated profit and costs to complete and enquiry of key personnel regarding
adjustments for job costing and potential contract losses.

There is no key audit matter to be communicated in respect of the audit of the financial statements of the Company.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our auditors’
report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of
the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 2016 in Malaysia. The Directors are also responsible for such internal
control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the
Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s
and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:-

• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the
Company’s internal control.

61
www.widadgroup.com
INDEPENDENT AUDITORS’ REPORT (CONT’D)

Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also (cont’d):-

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.

• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group
and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying
transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.

We communicated with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identified during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act,
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

GRANT THORNTON MALAYSIA FOO LEE MENG


(NO. AF: 0737) (NO. 03069/07/2019(J))
CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT

Kuala Lumpur
9 April 2019

WIDAD GROUP BERHAD (857363-U)


62
ANNUAL REPORT 2018
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018

Group Company
Note 2018 2017 2018 2017
RM RM RM RM
ASSETS
Non-current assets
Property, plant and equipment 4 64,073,228 54,506,738 13,497 11,929
Investment in subsidiaries 5(a) - - 520,000,000 20,509,538
Other investment 6 - - - -

Total non-current assets 64,073,228 54,506,738 520,013,497 20,521,467

Current assets
Contract assets 7 136,489,832 79,433,573 - -
Trade receivables 8 65,632,441 35,243,575 - -
Other receivables 9 7,959,580 65,296,264 42,816,639 61,699
Tax recoverable 3,767,025 - - -
Fixed deposits with licensed banks 10 74,292,620 79,056,353 - -
Cash and bank balances 11 25,349,896 21,843,740 255,045 247,744

Total current assets 313,491,394 280,873,505 43,071,684 309,443

Total assets 377,564,622 335,380,243 563,085,181 20,830,910

EQUITY AND LIABILITIES

EQUITY
Equity attributable to owners of the Company
Share capital 12 65,270,741 10,000,000 563,493,864 21,189,342
Retained earnings/(Accumulated losses) 88,666,310 73,417,243 (1,692,784) (1,325,258)
Share premium 13 - - - -
ESOS reserve 14 - - - 115,007

Total equity 153,937,051 83,417,243 561,801,080 19,979,091

LIABILITIES

Non-current liabilities
Borrowings 15 114,700,722 136,905,051 - -
Finance lease liabilities 16 787,786 923,569 - -

Total non-current liabilities 115,488,508 137,828,620 - -

Current liabilities
Contract liabilities 7 17,462,111 - - -
Trade payables 17 34,302,160 22,581,039 - -
Other payables 18 6,975,087 28,913,917 1,136,454 851,819
Borrowings 15 31,225,169 46,832,546 - -
Finance lease liabilities 16 519,671 539,811 - -
Tax payable 17,654,865 15,267,067 147,647 -

Total current liabilities 108,139,063 114,134,380 1,284,101 851,819

Total liabilities 223,627,571 251,963,000 1,284,101 851,819

Total equity and liabilities 377,564,622 335,380,243 563,085,181 20,830,910

The accompanying notes form an integral part of the financial statements of Widad Group Berhad and its subsidiaries. The audited financial statements of the
Widad Builders Sdn. Bhd. and its subsidiaries as at 31 December 2017 is presented as the comparative following the reverse acquisition plan of the Company as
explained in Note 2.1 to the financial statements.

63
www.widadgroup.com
STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018

Group Company
Note 2018 2017 2018 2017
RM RM RM RM

Revenue 19 289,020,543 237,156,406 5,505,558 20,904,219

Cost of sales (214,364,388) (160,369,063) - -

Gross profit 74,656,155 76,787,343 5,505,558 20,904,219

Other income 341,798 23,430 8,240,462 962,585

Administrative and operating expenses (30,688,744) (26,981,111) (4,204,147) (4,793,268)

Other expenses (7,172,421) - (9,804,811) (6,602,170)

Finance income 20 2,012,196 2,170,497 43,059 -

Finance costs 20 (11,034,660) (10,204,585) - -

Profit/(Loss) before tax 21 28,114,324 41,795,574 (219,879) 10,471,366

Tax expense 22 (8,858,561) (11,229,050) (147,647) -

Profit /(Loss) for the financial year 19,255,763 30,566,524 (367,526) 10,471,366

Other comprehensive income, net of tax - - - -

Total comprehensive income/(loss)


for the financial year 19,255,763 30,566,524 (367,526) 10,471,366

Earnings per share (sen)


- Basic 23 0.92 1.71

The accompanying notes form an integral part of the financial statements of Widad Group Berhad and its subsidiaries. The audited financial statements of the
Widad Builders Sdn. Bhd. and its subsidiaries as at 31 December 2017 is presented as the comparative following the reverse acquisition plan of the Company as
explained in Note 2.1 to the financial statements.

WIDAD GROUP BERHAD (857363-U)


64
ANNUAL REPORT 2018
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018

| Attributable to owners of the Company |

Non - distributable Distributable

Retained
earnings/ Non-
Share Share ESOS (Accumulated controlling Total
capital premium reserve losses) Total interests equity
RM RM RM RM RM RM RM

Group

Balance at
1 January 2017 10,000,000 - - 42,859,681 52,859,681 511,038 53,370,719

Acquisition of non-
controlling interest - - - (8,962) (8,962) (511,038) (520,000)

Total comprehensive income


for the financial year - - - 30,566,524 30,566,524 - 30,566,524

Balance at
31 December 2017 10,000,000 - - 73,417,243 83,417,243 - 83,417,243

Issuance of ordinary shares


- Acquisition of a subsidiary 31,762,741 - - - 31,762,741 - 31,762,741
- Public issue 23,508,000 - - - 23,508,000 - 23,508,000

Total transactions with owners 55,270,741 - - - 55,270,741 - 55,270,741

Adjustment arising from


reverse acquisition - - - (4,006,696) (4,006,696) - (4,006,696)

Total comprehensive income


for the financial year - - - 19,255,763 19,255,763 - 19,255,763

Balance at
31 December 2018 65,270,741 - - 88,666,310 153,937,051 - 153,937,051

Company

Balance at
1 January 2017 13,570,108 7,262,734 230,007 (11,796,624) 9,266,225 - 9,266,225

Transition to no par value regime 7,262,734 (7,262,734) - - - - -


Exercise of ESOS 356,500 - (115,000) - 241,500 - 241,500

Total transactions
with owners 7,619,234 (7,262,734) (115,000) - 241,500 - 241,500

Total comprehensive
income for the
financial year - - - 10,471,366 10,471,366 - 10,471,366

Balance at
31 December 2017 21,189,342 - 115,007 (1,325,258) 19,979,091 - 19,979,091

Issue of ordinary shares


- Acquisition of a subsidiary 408,440,000 - - - 408,440,000 - 408,440,000
- Public issue 133,508,000 - - - 133,508,000 - 133,508,000
Exercise of ESOS 356,522 - (115,007) - 241,515 - 241,515

Total transactions with owners 542,304,522 - (115,007) - 542,189,515 - 542,189,515

Total comprehensive loss


for the financial year - - - (367,526) (367,526) - (367,526)

Balance at
31 December 2018 563,493,864 - - (1,692,784) 561,801,080 - 561,801,080

The accompanying notes form an integral part of the financial statements of Widad Group Berhad and its subsidiaries. The audited financial statements of the
Widad Builders Sdn. Bhd. and its subsidiaries as at 31 December 2017 is presented as the comparative following the reverse acquisition plan of the Company as
explained in Note 2.1 to the financial statements.

65
www.widadgroup.com
STATEMENTS OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018

Group Company
Note 2018 2017 2018 2017
RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIES


Profit/(Loss) before tax 28,114,324 41,795,574 (219,879) 10,471,366

Adjustments for:-
Depreciation 2,640,450 2,214,987 5,525 12,254
Dividend income - - (5,505,558) (20,904,219)
Interest expenses 11,034,660 10,204,585 - -
Interest income (2,012,196) (2,170,497) (43,059) -
Reversal of impairment loss on amount due from subsidiaries - - - (321,580)
Reversal of impairment loss on investment in subsidiaries - - - (368,119)
Impairment loss on amount due from subsidiaries - - - 5,756,719
Impairment loss on other investment - - - 108,821
Gain on disposal of subsidiaries - - (7,490,462) (2)
Bad debts written off - - 4,242,628 328,089
Property, plant and equipment written off 55,000 - - 18,860
Unrealised loss/(gain) on foreign exchange 1,562 - 17,099 (272,884)
Loss on disposal of property, plant and equipment 10,775 - - -
Investment in a subsidiary written off - - - 368,119

Operating profit/(loss) before working capital changes 39,844,575 52,044,649 (8,993,706) (4,802,576)

Changes in working capital:-


Contract balances (39,594,148) 14,987,600 - -
Payables (10,532,416) 1,150,091 284,635 (129,588)
Receivables (25,429,297) (26,273,596) 47,359 (6,706)

Cash (used in)/generated from operations (35,711,286) 41,908,744 (8,661,712) (4,938,870)

Tax paid (10,237,788) (8,438,027) - -


Interest received 597,293 530,466 - -
Interest paid (928,740) (107,439) - -

Net cash flows (used in)/from operating activities (46,280,521) 33,893,744 (8,661,712) (4,938,870)

CASH FLOWS FROM INVESTING ACTIVITIES


Net cash from reverse acquisition plan 5(b) 28,036,284 - (110,000,000) -
Acquistion of non-controlling interest - (520,000) - -
Transaction costs of an equity transaction - - (1,560,000) -
Purchase of property, plant and equipment A (11,863,450) (121,200) (7,093) (3,199)
Proceed from disposal of subsidiaries - - 28,000,000 -
Dividend income - - 5,505,558 20,904,219
Interest received 1,414,903 1,640,031 43,059 -

Net cash flows from/(used in) investing activities 17,587,737 998,831 (78,018,476) 20,901,020

WIDAD GROUP BERHAD (857363-U)


66
ANNUAL REPORT 2018
STATEMENTS OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 (CONT’D)

Group Company
Note 2018 2017 2018 2017
RM RM RM RM

CASH FLOWS FROM FINANCING ACTIVITIES


Repayment of borrowings (6,037,018) (7,894,885) - -
Repayment of SUKUK (20,000,000) (1,368,350) - -
Proceed from issuance exercise of ESOS - - 241,515 241,500
Proceed from issuance of shares pursuant to private placement 23,508,000 - 133,508,000 -
(Placement)/Withdrawal in Designated Bank Accounts (4,500,149) 22,395,710 - -
Advance from/(Repayment to) ultimate holding company 51,388,997 (19,435,941) - -
Advance from related companies 1,013,321 11,433,987 - -
Advance to subsidiaries - - (47,044,927) (16,394,837)
Refinance of finance lease liabilities - 475,500 - -
Repayment of finance lease liabilities (555,923) (632,296) - -
Interest paid (10,105,920) (10,097,146) - -
Withdrawal/(Placement) of fixed deposits 4,763,733 (47,659,000) - -

Net cash flows from/(used in) financing activities 39,475,041 (52,782,421) 86,704,588 (16,153,337)

CASH AND CASH EQUIVALENTS


Net changes 10,782,257 (17,889,846) 24,400 (191,187)
Brought forward (10,123,853) 7,765,993 247,744 403,676
Effects of exchange rate changes (1,562) - (17,099) 35,255

Carried forward B 656,842 (10,123,853) 255,045 247,744

NOTES TO THE STATEMENTS OF CASH FLOWS

A. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT


Group Company
2018 2017 2018 2017
RM RM RM RM

Total purchase of property, plant and equipment (12,263,450) (121,200) (7,093) (3,199)
Acquired under hire purchase agreement 400,000 - - -

(11,863,450) (121,200) (7,093) (3,199)

B. CASH AND CASH EQUIVALENTS

Cash and cash equivalants included in the statements of cash flows comprise the following statements of financial position items:-

Group Company
2018 2017 2018 2017
RM RM RM RM

Fixed deposits with licensed banks 74,292,620 79,056,353 - -


Cash and bank balances 25,349,896 21,843,740 255,045 247,744
Bank overdraft (5,935,800) (17,710,488) - -

93,706,716 83,189,605 255,045 247,744


Less: Fixed deposits pledged with licensed banks (74,292,620) (79,056,353) - -
Designated Bank Accounts (18,757,254) (14,257,105) - -

656,842 (10,123,853) 255,045 247,744

The accompanying notes form an integral part of the financial statements of Widad Group Berhad and its subsidiaries. The audited financial statements of the
Widad Builders Sdn. Bhd. and its subsidiaries as at 31 December 2017 is presented as the comparative following the reverse acquisition plan of the Company as
explained in Note 2.1 to the financial statements.

67
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018

1. GENERAL INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the ACE Market
of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Level 15-2, Bangunan Faber
Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur and the principal place of business of the Company is located at
WBG Penthouse, Widad Semantan (WISE), No 3, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur.

The Company is principally engaged in investment holding.

The principal activities of its subsidiaries are disclosed in Note 5(a) to the financial statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiaries during the
financial year.

The holding company is Widad Business Group Sdn. Bhd., a private limited liability company, incorporated and domiciled
in Malaysia.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
Directors on 9 April 2019.

2. BASIS OF PREPARATION

2.1 Reverse acquisition

On 18 August 2017, the Company announced that it had entered into a conditional sale and purchase agreement with
Widad Business Group Sdn. Bhd. (“Vendor”) for the acquisition by the Company of 10,000,000 ordinary shares in Widad
Builders Sdn. Bhd. and its subsidiaries (“WBSB Group”), representing the entire equity interest of Widad Builders Sdn.
Bhd. (“WBSB”) held by the Vendor, for a purchase consideration of RM520 million (“Purchase Consideration”). The
Purchase Consideration will be satisfied through a combination of cash amounted to RM110 million and the issuance
of 1,782,608,695 new Company shares at an issue price of RM0.23 per consideration share. Upon completion of the
reverse acquisition on 10 July 2018, the Company became the legal holding company of WBSB.

On the same day, the Company also completed the disposal of its subsidiaries, namely Ideal Jacobs (HK) Corporation
Limited, Ideal Jacobs (Xiamen) Corporation, Xiamen Ideal Jacobs International Limited Company and Suzhou Ideal
Jacobs Corporation.

In accordance with MFRS 3: Business Combinations, the aforementioned business combination between the Company
and WBSB is treated as a reverse acquisition whereby for accounting purposes, the accounting acquirer is WBSB
while the accounting acquiree is the Company. Under the reverse acquisition method of accounting, even though the
consolidated financial statements of the combined entity is issued under the name of the legal holding company, that
is, the Company, the consolidated financial statements represent a continuation of the historical financial statements
of the legal subsidiary, that is, WBSB. Accordingly,

(i) the statements of profit or loss and other comprehensive income, statements of changes in equity and statements
of cash flow relate to the period from 1 January 2017 to 31 December 2017 of the WBSB Group.

(ii) the statements of financial position of WBSB Group as at 31 December 2017 has been presented as the comparative
for the statements of financial position.

The accounting policies, estimates and judgements adopted in these financial statements are consistent with those
adopted in the audited financial statements of the WBSB Group for the financial year ended 31 December 2017.

WIDAD GROUP BERHAD (857363-U)


68
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.2 Statement of compliance

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the requirements of the
Companies Act, 2016 in Malaysia.

2.3 Basis of measurement

The financial statements of the Group and of the Company are prepared under the historical cost convention, unless
otherwise indicated in the summary of significant accounting policies.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset
or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The
principal or the most advantageous market must be accessible to by the Group and the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would act in their
economic best interest when pricing the asset or liability. A fair value measurement of a non-financial market takes
into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use
or by selling it to another market participant that would use the asset in its highest and best use.

The Group and the Company use valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.

All assets and liabilities for which fair value are measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to their fair
value measurement as a whole:-

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to their fair value measurement
is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to their fair value measurement
is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group and the
Company determine whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to their fair value measurement as a whole) at the end of each
reporting period.

The Group and the Company have established control framework in respect to the measurement of fair values
of financial instruments. The Board of Directors has overall responsibility for overseeing all significant fair value
measurement. The Board of Directors regularly reviews significant unobservable inputs and valuation adjustments.

For the purpose of fair value disclosures, the Group and the Company have determined classes of assets and liabilities
on the basis of the nature, characteristics and risks of the asset or liability and the level of fair value hierarchy as
explained above.

69
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.4 Functional and presentation currency

The financial statements are presented in Ringgit Malaysia (“RM”) which is the Company’s functional currency and all
values are rounded to the nearest RM except when otherwise stated.

2.5 Adoption of new standards/amendments/improvements to MFRSs

The Group and the Company have consistently applied the accounting policies set out in Note 3 to all periods presented
in these financial statements.

At the beginning of the current financial year, the Group and the Company adopted new standards/amendments/
improvements to MFRSs which are mandatory for the financial periods beginning on or after 1 January 2018.

Initial application of the new standards/amendments/improvements to MFRSs did not have material impact to the
financial statements, except for:

MFRS 9 Financial instruments

MFRS 9 Financial Instruments replaces MFRS 139 Financial Instruments: Recognition and Measurement for annual
periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial
instruments: classification and measurement; impairment; and hedge accounting.

The Group and the Company applied MFRS 9 prospectively, with an initial application date of 1 January 2018. The
Group and the Company have not restated the comparative information, which continues to be reported under MFRS
139. Differences arising from the adoption of MFRS 9 have been recognised directly in retained earnings and other
components of equity.

Retrospective application is required but restatement of comparative information is not compulsory. The Group and
the Company have applied this standard for financial year beginning on 1 January 2018 where no restatement of
comparatives was made.

The effect of adopting MFRS 9 is on its classification and measurement which are described below:-

Classification and measurement

Under MFRS 9, debt instruments are subsequently measured at fair value through profit or loss, amortised cost, or
fair value through other comprehensive income (“FVOCI”). The classification is based on two criteria: the Group’s
and the Company’s business model for managing the assets; and whether the instruments’ contractual cash flows
represent ‘solely payments of principal and interest’ on the principal amount outstanding.

The assessment of the Group’s and of the Company’s business model was made as of the date of initial application,
1 January 2018. The assessment of whether contractual cash flows on debt instruments are solely comprised of
principal and interest was made based on the facts and circumstances as at the initial recognition of the assets.

The classification and measurement requirements of MFRS 9 did not have a significant impact to the Group and the
Company except for the following is the changes in the classification of the Group’s and of the Company’s financial
assets:

• Trade receivables, most of other receivables, cash and bank balances and fixed deposits with licensed banks are
classified as loans and receivables as at 31 December 2017 which are held to collect contractual cash flows and
give rise to cash flows representing solely payments of principal and interest. These are classified and measured
as debt instruments at amortised cost beginning 1 January 2018.

WIDAD GROUP BERHAD (857363-U)


70
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.5 Adoption of new standards/amendments/improvements to MFRSs (cont’d)

MFRS 9 Financial instruments (cont’d)

The effect of adopting MFRS 9 is on its classification and measurement which are described below (cont’d):-

Classification and measurement (cont’d)

Based on the assessment, the financial assets held by the Group and by the Company as at 1 January 2018 are
reclassified to the following categories:-

Carrying amount as at
Measurement category 1 January 2018
Original New
Original New MFRS 139 MFRS 9
MFRS 139 MFRS 9 RM RM

Group
Total receivables LAR* AC* 35,243,575 35,243,575
Other receivables LAR* AC* 58,630,378 58,630,378
Fixed deposits with licensed banks LAR* AC* 79,056,353 79,056,353
Cash and bank balances LAR* AC* 21,843,740 21,843,740

Company
Other receivables LAR* AC* 52,821 52,821
Cash and bank balances LAR* AC* 247,744 247,744

* LAR - Loans and receivables


* AC - Amortised cost

The Group and the Company have not designated any financial liabilities as at fair value through profit or loss and fair
value through other comprehensive income. There are no changes in classification and measurement for the Group’s
and the Company’s financial liabilities.

Impairment

MFRS 9 impairment requirements are based on an expected credit loss (“ECL”) model that replaces the incurred loss
model under MFRS 139. The ECL model applies to financial assets that are measured at amortised cost or at FVOCI
and issued financial guarantee contracts, which will include trade receivables and contract assets.

The Group and the Company have elected to use the simplified approach and to apply the provisional matrix
approach to calculate the ECL for third party trade receivables and contract assets. For financial assets other than
trade receivables and contract assets, the Group and the Company apply the three-stage general approach, ECL
model, which takes into effect the 12-Month ECL for assets that are within Stage 1, and lifetime ECL for all financial
instruments for which there have been significant increases in credit risk.

There is no impairment of financial assets on adopting MFRS 9 as at 1 January 2018 and 31 December 2018.

Hedge accounting

The requirement for general hedge accounting in MFRS 9 has been simplified and may result in more designation of
hedge items for accounting purpose.

The Group and the Company do not use hedge accounting and there is no impact on the financial statements of the
Group and the Company.

71
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.5 Adoption of new standards/amendments/improvements to MFRSs (cont’d)

MFRS 15 Revenue from contracts with customers

MFRS 15 supercedes MFRS 111 Construction Contracts, MFRS 118 Revenue and related Intepretations and it applies,
with limited exceptions, to all revenue arising from contracts with customers. MFRS 15 establishes a five-step model
to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount
that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services
to a customer.

MFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances
when applying each step of the model to contracts with their customers. The standard also specifies the accounting
for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the
standard requires extensive disclosures.

In the adoption of MFRS 15, the following practical expedients as permitted by the standard have been adopted:-

(a) for contracts that were modified before the beginning of the earliest period presented, the Group and the
Company do not retrospectively restate the contract for those contract modifications. Instead, the Group and the
Company reflect the aggregate effect all of the modifications that occur before the beginning of the earliest period
presented when:-

(i) identifying the satisfied and unsatisfied performance obligations;


(ii) determining the transaction price; and
(iii) allocating the transaction price to the satisfied and unsatisfied performance obligations.

(b) for comparatives, the Group and the Company do not disclose the amount of consideration allocated to the
remaining performance obligations and an explanation of when the Group and the Company expect to recognise
revenue.

The following is the change from the adoption of MFRS 15:

Type of revenue Previous year’s revenue recognition Current year’s revenue recognition

Construction If the outcome of a construction contract Under MFRS 15, revenue is recognised
contracts could be estimated reliably then, contract over time by reference to the cost
revenue was recognised in proportion to the incurred over the estimated cost.
stage of completion of the contract. The stage The related costs are recognised in profit
of completion was assessed with reference or loss when they are incurred. Advances
to surveys of work performed. Otherwise, received are now included in contract
contract revenue was recognised only to the liabilities.
extent of contract costs incurred that were
likely to be recoverable. Contract expenses
were recognised as they were incurred. An
expected loss on a contract was recognised
immediately in profit or loss. Advances
received were included in deferred revenue.

WIDAD GROUP BERHAD (857363-U)


72
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.6 Standards issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance
of the Group’s and of the Company’s financial statements are disclosed below. The Group and the Company intend to
adopt these new and amended standards and interpretations, if applicable, when they become effective.

MFRS and Amendments to MFRS effective 1 January 2019:-

Amendments to MFRS 9 Financial Instruments: Financial Instruments Prepayment Features with Negative
Compensation*#
MFRS 16 Leases
Amendments to MFRS 119 Employee Benefits: Plan Amendment, Curtailment or Settlement*#
Amendments to MFRS 128 Investment in Associates and Joint Ventures: Long-term Interests in Associates and Joint
Ventures*#
IC Interpretation 23 Uncertainty over Income Tax Treatments
Annual Improvements to MFRS Standards 2015-2017 Cycle

MFRS and Amendments to MFRS effective 1 January 2020:-

Amendments to MFRS 3 Business Combinations


Amendments to MFRS 101 Presentation of Financial Statements
Amendments to MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors
Amendments to Reference to the Conceptual Framework on MFRS Standards (MFRS 2*#, 3#, 6*#, 14*#, 101, 108,
134*#, 137, 138*# and IC Interpretation 12*#, 19*#, 20*#, 22 and 132*#)

MFRS effective 1 January 2021:-

MFRS 17 Insurance Contracts*#

Amendments to MFRSs - effective date deferred indefinitely

Amendments to MFRS 10 Consolidated Financial Statements and MFRS 128 Investments in Associates and Joint
Ventures – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture*#

*Not applicable to the Group.


#Not applicable to the Company.

MFRS 16 Leases

The Group is required to adopt MFRS 16 Leases from 1 January 2019. The Group has assessed the estimated impact
that initial application of MFRS 16 will have on its consolidated financial statements, as described below. The actual
impacts of adopting the standard on 1 January 2019 may change because the new accounting policies are subject to
change until the Group presents its first financial statements that include the date of initial application.

MFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use
asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease
payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting
remains similar to the current standard – i.e. lessors continue to classify leases as finance or operating leases.

MFRS 16 replaces existing leases guidance, including MFRS 117 Leases, IFRIC 4 Determining whether an Arrangement
contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving
the Legal Form of a Lease.

73
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.6 Standards issued but not yet effective (cont’d)

MFRS 16 Leases (cont’d)

Leases in which the Group is a lessee

The Group will recognise new assets and liabilities for its operating leases. The nature of expenses related to those
leases will now change because the Group will recognise a depreciation charge for right-of-use assets and interest
expense on lease liabilities.

Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and
recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments
and the expense recognised.

In addition, the Group will no longer recognise provisions for operating leases that it assesses to be onerous. Instead,
the Group will include the payments due under the lease in its lease liability.

No significant impact is expected for the Group’s finance leases.

Leases in which the Group is a lessor

No significant impact is expected for other leases in which the Group is a lessor.

Transition

The Group plans to apply MFRS 16 initially on 1 January 2019, using the modified retrospective approach. Therefore,
the cumulative effect of adopting MFRS 16 will be recognised as an adjustment to the opening balance of retained
earnings at 1 January 2019, with no restatement of comparative information.

The Group plans to apply the practical expedient to grandfather the definition of a lease on transition. This means that
it will apply MFRS 16 to all contracts entered into before 1 January 2019 and identified as leases in accordance with
MFRS117 and IFRIC 4.

Overall, the Group and the Company expect no significant impact on their statements of financial position.

2.7 Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements.
They affect the application of the Group’s and of the Company’s accounting policies and reported amounts of assets,
liabilities, income and expenses, and disclosures made. Estimates and underlying assumptions are assessed on an
on-going basis and are based on experience and relevant factors, including expectations of future events that are
believed to be reasonable under the circumstances. The actual results may differ from the judgements, estimates and
assumptions made by the management, and will seldom equal the estimated results.

2.7.1 Key sources of estimation uncertainty

Information about significant estimates and assumptions that have the most significant effect on recognition
and measurement of assets, liabilities, income and expenses are discussed below:-

Useful lives of depreciable assets

Management estimates the useful lives of the property, plant and equipment to be within 5 to 50 years
and reviews the useful lives of depreciable assets at each reporting date. The management assesses that
the useful lives represent the expected utility of the assets to the Group and the Company. Actual results,
however, may vary due to change in the expected level of usage and technological developments, which
resulting the adjustment to the Group’s and the Company’s assets.

WIDAD GROUP BERHAD (857363-U)


74
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.7 Significant accounting estimates and judgements (cont’d)

2.7.1 Key sources of estimation uncertainty (cont’d)

Impairment of non-financial assets

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying
amount exceeds its recoverable amount. To determine the recoverable amount, the management estimates
expected future cash flows from each cash-generating unit and determines a suitable interest rate in order
to calculate the present value of those cash flows. In the process of measuring expected future cash flows,
the management makes assumptions about future operating results. The actual results may vary, and may
cause significant adjustments to the Group’s and the Company’s assets within the next financial year.

In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to
market risk and the appropriate adjustment to asset-specific risk factors.

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unabsorbed tax losses and
unutilised capital allowances to the extent that it is probable that taxable profit will be available against which
all the deductible temporary differences, unutilised tax losses and unabsorbed capital allowances can be
utilised. Significant management judgement is required to determine the amount of deferred tax assets that
can be recognised, based upon the likely timing and level of future taxable profits together with future tax
planning strategies.

Assumptions about generation of future taxable profits depend on the management’s estimates of future cash
flows. These depend on estimates of future production and sales volume, operating costs, capital expenditure,
dividends and other capital management transactions. Judgement is also required about application of
income tax legislation. These judgements and assumptions are subject to risks and uncertainties, hence
there is a possibility that changes in circumstances will alter expectations, which may impact the amount of
deferred tax assets recognised in the statements of financial position and the amount of unrecognised tax
losses and unrecognised temporary differences.

Income taxes

Significant judgement is required in determining the capital allowances and deductibility of certain expenses
during the estimation of provision for income taxes. There are certain transactions and computations for
which the ultimate tax determination is uncertain during the ordinary course of business. The Group and the
Company recognised tax liabilities based on estimates of whether additional taxes will be due. Where the final
tax outcome of these matters is different from the amounts that were initially recognised, such difference will
impact the income tax and deferred tax provisions in the period in which such determination is made.

Provision for expected credit losses of trade receivables and contract assets

The Group and the Company use a provision matrix to calculate ECLs for trade receivables and contract assets.
The provision rates are based on the repayment pattern of the customers, customers type and coverage by
letters of credit.

The provision matrix is initially based on the Group’s and the Company’s historical observed default rates. The
Group and the Company will calibrate the matrix to adjust the historical credit loss experience with forward-
looking information. At every reporting date, the historical observed default rates are updated and changes in
the forward-looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of
forecast economic conditions. The Group’s and the Company’s historical credit loss experience and forecast
of economic conditions may also not be representative of customer’s actual default in the future. The Group
and the Company did not provide detailed information on how the forecast economic conditions have been
incorporated in the determination of ECL because the impact is not significant.

75
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.7 Significant accounting estimates and judgements (cont’d)

2.7.1 Key sources of estimation uncertainty (cont’d)

Construction contracts

The Group recognises contract revenue and contracts costs by progress billing and cost estimation method.
The stage of completion is measured by reference to the proportion of the expenses incurred to date to the
estimated total contract costs.

The Group’s management assesses the profitability of on-going contracts and the order backlog at least
monthly. For more complex contracts in particular, costs to complete and contract profitability are subject to
significant estimation uncertainty.

Employee share options

The Company measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. Estimating fair value for share-based
payment transactions requires determining the most appropriate valuation model, which is dependent on
the terms and conditions of the grant. This estimate also require determining the most appropriate inputs to
the valuation model including the expected life of the share option, volatility and dividend yield and making
assumptions about them.

The assumptions and model used for estimating fair value for share-based payment transactions, sensitivity
analysis and the carrying amounts are disclosed in Note 28 to the financial statements.

Key sources of estimation uncertainty applied until 31 December 2017

Impairment of loans and receivables

The Group and the Company assess at each reporting date whether there is any objective evidence that a
financial asset is impaired. To determine whether there is objective evidence of impairment, the Group and
the Company consider factors such as the probability of insolvency or significant financial difficulties of the
debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated
based on historical loss experience for assets with similar credit risk characteristics.

2.7.2 Significant management judgement

The following are significant management judgements in applying the accounting policies of the Group and of
the Company that have the most significant effect on the financial statements.

Deferred tax assets

The assessment of the probability of future taxable income in which deferred tax assets can be utilised is
based on the Group’s latest approved budget forecast, which is adjusted for significant non-taxable income
and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in which the Group
operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the
probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax
asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or
economic limits or uncertainties is assessed individually by the management based on the specific facts and
circumstances.

WIDAD GROUP BERHAD (857363-U)


76
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.7 Significant accounting estimates and judgements (cont’d)

2.7.2 Significant management judgement (cont’d)

Revenue recognition from construction projects

Revenue is recognised when or as the control of the asset is transferred to our customers and, depending on
the terms of the contract and the applicable laws governing the contract, control of the asset may transfer over
time or at a point in time. If control of the asset transfers over time, revenue is recognised over the period of
the contract by reference to the progress, based on the physical proportion of contract work-to-date certified
by the Group and the customers.

Significant judgment is required in determining the progress based on the certified work-to-date corroborated
by the level of completion of the construction based on actual costs incurred to date over the estimated total
construction costs. The total estimated costs are based on approved budgets, which require assessments and
judgments to be made on changes in, for example, work scope, changes in costs and costs to completion. In
making these judgments, management relies on past experience and the work of specialists.

Leases

In applying the classification of leases in MFRS 117, management considers some of its leases of prepaid
land lease payment as operating lease arrangements. The lease transaction is not always conclusive, and
management uses judgement in determining whether the lease is a finance lease arrangement that transfers
substantially all the risks and rewards incidental to ownership, whether the lease term is for the major part of
the economic life of the asset even if title is not transferred and others in accordance with MFRS 117 Leases.

3. SIGNIFICANT ACCOUNTING POLICIES

The Group and the Company apply the significant accounting policies, as summarised below, consistently throughout all
periods, unless otherwise stated.

3.1 Consolidation

3.1.1 Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Group or the Company. Control exists
when the Group or the Company is exposed, or has rights, to variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. Potential voting rights are
considered when assessing control only when such rights are substantive. Besides, the Group or the Company
considers it has de facto power over an investee when, despite not having the majority of voting rights, it has
the current ability to direct the activities of the investee that significantly affect the investee’s return.

Investment in subsidiaries is stated at cost less any impairment losses in the Company’s financial position,
unless the investment is held for sale or distribution.

Upon the disposal of investment in a subsidiary, the difference between the net disposal proceeds and its
carrying amounts is included in profit or loss.

77
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.1 Consolidation (cont’d)

3.1.2 Basis of consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and all of
its subsidiaries, which have been prepared in accordance with the Group’s accounting policies. Amounts
reported in the financial statements of subsidiary companies have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group. The financial statements of the Company and
its subsidiaries are all drawn up to the same reporting period.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
entities of the Group (profits or losses resulting from intragroup transactions that are recognised in asset, such
as inventory and property, plant and equipment) are eliminated in full in preparing the consolidated financial
statements. Intragroup losses may indicate an impairment that requires recognition in the consolidated
financial statements. Temporary differences arising from the elimination of profits and losses resulting from
intragroup transactions will be treated in accordance to Note 3.11 of the financial statements.

Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer
consolidated from the date that control ceases.

Changes in the Company owners’ ownership interest in a subsidiaries that do not result in a loss of control are
accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-
controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary company.
Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to owners of the Company.

3.1.3 Business combination and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount
of any non-controlling interest in the acquiree. For each business combination, the Group elects whether
it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of
the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative
expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by
the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of existing equity interest in
the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition
date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset
or liability will be recognised in accordance with MFRS 9 either in profit or loss or as a change to other
comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured.
Subsequent settlement is accounted for within equity. In instances where the contingent consideration does
not fall within the scope of MFRS 9, it is measured in accordance with the appropriate MFRSs.

Any excess of the cost of the business combination over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities represents goodwill.

Any excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities over the cost of business combination is recognised as income at the date of acquisition.

WIDAD GROUP BERHAD (857363-U)


78
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.1 Consolidation (cont’d)

3.1.4 Reverse acquisition upon consolidation

Consolidated financial statements prepared following a reverse acquisition are issued under the name of the
legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of
the legal subsidiary (accounting acquirer), with one adjustment, which is to adjust retroactively the accounting
acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to
reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those
consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent
(accounting acquiree).

Because the consolidated financial statements represent the continuation of the financial statements of the
legal subsidiary except for its capital structure, the consolidated financial statements reflect:

(a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognised and measured at
their pre-combination carrying amounts.

(b) The assets and liabilities of the legal parent (the accounting acquiree) recognised and measured in
accordance with the applicable accounting standard.

(c) The retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the
business combination.

(d) The amount recognised as issued equity interests in the consolidated financial statements determined by
adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately
before the business combination to the fair value of the legal parent (accounting acquiree) determined
in accordance with the applicable accounting standard. However, the equity structure (i.e. the number
and type of equity interests issued) reflects the equity structure of the legal parent, including the equity
interests of the legal parent issued to effect the combination. Accordingly, the equity structure of the legal
subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the
number of shares of the legal parent issued in the reverse acquisition.

(e) The non-controlling interest’s proportionate share of the legal subsidiary’s (accounting acquirer’s) pre-
combination carrying amounts of retained earnings and other equity interests.

3.1.5 Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any
non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit
arising on the loss of control is recognised in profit or loss.

If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the
date that control is lost. Subsequently, it is accounted for as an equity accounted investee or as an available-
for-sale financial asset depending on the level of influence retained.

3.1.6 Non-controlling interests

Non-controlling interests at the end of the reporting year, being the equity in a subsidiary not attributable
directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of
financial position and statement of changes in equity within equity, separately from equity attributable to the
owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated
statement of profit or loss and other comprehensive income as an allocation of the profit or loss and the
comprehensive income for the year between non-controlling interests and the owners of the Company.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if that results in a deficit balance.

79
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.2 Foreign currency translation

The Group’s consolidated financial statements are presented in RM, which is also the Company’s functional currency.

3.2.1 Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rates prevailing at the date
of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency
spot rate of exchange ruling at the reporting date.

All differences are taken to the profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value is determined. The
gain or loss arising in translation of non-monetary items is recognised in line with the gain or loss of the item
that gave rise to the translation difference (translation differences on items whose gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or
loss respectively).

3.3 Property, plant and equipment

Property, plant and equipment are initially stated at cost. The cost of an item of property, plant and equipment is
recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to
the Group and to the Company and the cost of the item can be measured reliably.

All property, plant and equipment are subsequently stated at cost less accumulated depreciation and less any
impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the assets and
any other costs directly attributable to bring the asset to working condition for its intended use, cost of replacing
component parts of the assets, and the present value of the expected cost for the decommissioning of the assets
after their use. The cost of self-constructed assets also includes the cost of materials and direct labour. All repair and
maintenance costs are recognised in profit or loss as incurred.

Depreciation is recognised on the straight line method in order to write off the cost of each asset over its estimated
useful lives. Property, plant and equipment are depreciated based on the estimated lifes of the assets shown as
follows:-

Leasehold land and building 2%


Freehold land and building 2%
Furniture, fitting and office equipment 20% - 33%
Plant and machinery 10%
Renovation 10%
Motor vehicles 20%
Site cabin and signboard 10%

The residual values, useful lives and depreciation method are reviewed at least annually to ensure that the amount,
method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of
the future economic benefits embodied in the items of property, plant and equipment.

Property, plant and equipment are derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Gains or losses arising on the disposal of property, plant and equipment are determined as
the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or
loss in the financial year in which the asset is derecognised.

WIDAD GROUP BERHAD (857363-U)


80
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments

3.4.1 Initial recognition and measurement

Financial assets and financial liabilities are recognised when the Group or the Company becomes a party to the
contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expired.

3.4.2 Classification and subsequent measurement of financial assets

Accounting policies applied from 1 January 2018:-

Except for those trade receivables that do not contain a significant financing component and are measured
at the transaction price in accordance with MFRS 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into the
following categories:
- amortised cost;
- fair value through profit or loss (“FVTPL”); or
- fair value through other comprehensive income (“FVOCI”).

In the period presented, the Group and the Company do not have any financial assets categorised as FVOCI.

The classification is determined by both:


- the entity’s business model for managing the financial asset; and
- the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
- they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
- the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method and are
subject to impairment. Discounting is omitted where the effect of discounting is immaterial. The Group’s and
the Company’s trade receivables, most of the other receivables and cash and cash equivalents fall into this
category of financial instruments.

Financial assets at FVTPL

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect
and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial
assets whose contractual cash flows are not solely payments of principal and interest are accounted for at
FVTPL. All derivative financial instruments fall into this category.

Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair
values of financial assets in this category are determined by reference to active market transactions or using
a valuation technique where no active market exists.

81
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments (cont’d)

3.4.2 Classification and subsequent measurement of financial assets (cont’d)

Accounting policies applied until 31 December 2017:-

For the purpose of subsequent measurement, financial assets other than those designated and effective as
hedging instruments are classified into the following categories upon initial recognition:-

a) financial assets at fair value through profit or loss;


b) held-to-maturity investments;
c) loans and receivables; and
d) available-for-sale financial assets.

The category determines subsequent measurement and whether any resulting income and expense is
recognised in profit or loss or in other comprehensive income.

All financial assets except for those at fair value through profit or loss are subject to review for impairment at
least at each end of the reporting period. Financial assets are impaired when there is any objective evidence
that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are
applied for each category of financial assets.

A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows
from the financial asset expire or the financial asset is transferred to another party without retaining control
or substantially all risks and rewards of the asset.

On derecognition of a financial asset, the difference between the carrying amount and the sum of the
consideration received (including any new asset obtained less any new liability assumed) and any cumulative
gain or loss that had been recognised in equity is recognised in the profit or loss.

As at 31 December 2017, the Group and the Company carry only loans and receivables and available-for-sale
on their statements of financial position.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial recognition these are measured at amortised cost using the effective
interest method, less provision for impairment. Discounting is omitted where the effect of discounting is
immaterial. Gains or losses are recognised in profit or loss when the loans and receivables are derecognised
or impaired, and through the amortisation process. The Group’s and the Company’s trade receivables, most of
other receivables and cash and cash equivalents fall into this category of financial instruments.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12
months after the end of the reporting period which are classified as non-current.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated to this category
or do not qualify for inclusion in any of the other categories of financial assets. The Company’s available-for-
sale financial assets include investment in club membership.

Available-for-sale financial assets are measured at fair value subsequent to the initial recognition. Gains
and losses are recognised in other comprehensive income and reported within the available-for-sale reserve
within equity, except for impairment losses and foreign exchange differences on monetary assets, which are
recognised in profit or loss. When the asset is disposed of or is determined to be impaired, the cumulative gain
or loss recognised in other comprehensive income is reclassified from the equity reserve to profit or loss and
presented as a reclassification adjustment within other comprehensive income.

WIDAD GROUP BERHAD (857363-U)


82
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments (cont’d)

3.4.2 Classification and subsequent measurement of financial assets (cont’d)

Accounting policies applied until 31 December 2017 (cont’d):-

Available-for-sale financial assets (cont’d)

Interest is calculated using the effective interest method and dividends are recognised in profit or loss.
Dividends on an available-for-sale equity are recognised in profit or loss when the Company’s right to receive
payment is established.

Investment in club membership whose fair value cannot be reliably measured is measured at cost less
impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised
within 12 months after the reporting date.

3.4.3 Financial assets - Impairment

Accounting policies applied from 1 January 2018:-

MFRS 9’s impairment requirements use more forward-looking information to recognise expected credit losses
– the “expected credit loss (“ECL”) model”. This replaces MFRS 139’s “incurred loss model”. Instruments
within the scope of the new requirements included loans and other debt-type financial assets measured at
amortised cost and FVOCI, trade receivables, contract assets recognised and measured under MFRS 15 and
loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value
through profit or loss.

Recognition of credit losses is no longer dependent on the Group and the Company first identifying a credit loss
event. Instead the Group and the Company consider a broader range of information when assessing credit risk
and measuring expected credit losses, including past events, current conditions, reasonable and supportable
forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:


- financial instruments that have not deteriorated significantly in credit quality since initial recognition or
that have low credit risk (“Stage 1”); and
- financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low (“Stage 2”).

“Stage 3” would cover financial assets that have objective evidence of impairment at the reporting date.

“12-month expected credit losses” are recognised for the first category while “lifetime expected credit losses”
are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses
over the expected life of the financial instrument.

Trade and other receivables and contract assets

The Group and the Company make use of a simplified approach in accounting for trade and other receivables
as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering the potential for default at any point during the life
of the financial instrument. In calculating, the Group and the Company use the historical experience, external
indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

83
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments (cont’d)

3.4.3 Financial assets - Impairment (cont’d)

Accounting policies applied from 1 January 2018 (cont’d):-

Trade and other receivables and contract assets (cont’d)

Refer to note to the financial statements for a detailed analysis of how the impairment requirements of MFRS
9 applied.

The Group and the Company assess impairment of trade receivables on a collective basis as they possess
shared credit risk characteristics, they have been grouped based on the days past due. The Group and the
Company did not provide detailed analysis of how the impairment requirements of MFRS 9 are applied because
the impact is not significant.

For all other financial instruments, the Group and the Company recognise a loss allowance equal to 12-month
ECLs unless there has been a significant increase in credit risk of the financial instrument since initial
recognition, in which case the loss allowance is measured at an amount equal to lifetime ECLs.

ECLs are re-measured at each reporting date to reflect changes in the financial instrument’s credit risk since
initial recognition. Any change in the ECLs amount is recognised as an impairment gain or loss in profit or
loss. The Group and the Company recognised an impairment gain or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for investments
in debt securities that are measured at FVTOCI (recycling), for which the loss allowance is recognised in other
comprehensive income and accumulated in the fair value reserve (recycling).

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there
is no realistic prospect of recovery. This is generally the case when the Group and the Company determine that
the debtor does not have any assets or sources of income that could generate sufficient cash flows to repay the
amount subject to the write-off.

Accounting policies applied until 31 December 2017:-

The Group and the Company assess at each reporting date whether there is any objective evidence that a
financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is
deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more
events that has occurred after the initial recognition of the asset (an incurred “loss event”) and that loss event
has an impact on the estimated future cash flows of the financial asset or the group of financial assets that
can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of
debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments,
the probability that they will enter bankruptcy or other financial reorganisation and where observable date
indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or
economic conditions that correlate with defaults.

For financial assets carried at amortised cost, the Group and the Company first assesses whether objective
evidence of impairment exists individually for financial assets that are individually significant, or collectively for
financial assets that are not individually significant. If the Group and the Company determine that no objective
evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes
the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them
for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or
continue to be, recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured
as the difference between the assets carrying amount and the present value of estimated future cash flows
(excluding future expected credit losses that have not yet been incurred).

WIDAD GROUP BERHAD (857363-U)


84
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments (cont’d)

3.4.3 Financial assets - Impairment (cont’d)

Accounting policies applied until 31 December 2017 (cont’d):-

The carrying amount of the asset is reduced through the use of an allowance account and the amount of
the loss is recognised in the profit or loss. Interest income continues to be accrued on the reduced carrying
amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of
measuring the impairment loss. The interest income is recorded as part of finance income in the profit or
loss. Loans together with the associated allowance are written off when there is no realistic prospect of future
recovery and all collateral has been realised or has been transferred to the Group and the Company.

If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an
event occurring after the impairment was recognised, the previously recognised impairment loss is increased
or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited
to finance costs in the profit or loss.

3.4.4 Classification and subsequent measurement of financial liabilities

As the accounting for financial liabilities remains largely the same under MFRS 9 compared to MFRS 139, the
Group’s and the Company’s financial liabilities were not impacted by the adoption of MFRS 9. However, for
completeness, the accounting policy is disclosed below.

The Group’s and the Company’s financial liabilities include trade and most of other payables, borrowings and
finance lease liabilities.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the Group and the Company designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except
for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with
gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and
effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit
or loss are included within finance costs or finance income.

3.4.5 Derecognition

A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows
from the financial asset has expired or control of the asset is not retained or substantially all of the risk and
rewards of ownership of the financial asset are transferred to another party. If the Group and the Company
neither transfers nor retains substantially all the risks and rewards of ownership and continues to control
the transferred asset, the Group and the Company recognise its retained interest in the asset and associated
liability for amounts it may have to pay.

If the Group and the Company retain substantially all the risks and rewards of ownership of transferred assets,
the Group and the Company continue to recognise the financial asset and also recognises a collateralised
borrowing for the proceeds received.

On derecognition of a financial asset, the difference between the carrying amount and the sum of the
consideration received (including any new asset obtained less any new liability assumed) and any cumulative
gain or loss that had been recognised in equity is recognised in the profit or loss.

The Group and the Company derecognise a financial liability when its contractual obligations are discharged,
cancelled or expired. The difference between the carrying amount of the financial liability derecognised and
the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss.

85
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.4 Financial instruments (cont’d)

3.4.6 Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial
position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

3.5 Impairment of non-financial assets

At each reporting date, the Group and the Company review the carrying amounts of their assets to determine whether
there is any indication of impairment.

If any such indication exists, or when annual impairment testing for an asset is required, the recoverable amount is
estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-generating
unit is less than its carrying amount. Recoverable amount of an asset or a cash-generating unit is the higher of its fair
value less costs to sell and its value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses of continuing operations are recognised in the profit or loss in those expense categories consistent
with the function of the impaired asset.

An impairment loss is recognised as an expense in the profit or loss immediately.

An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses for an asset other than goodwill may no longer exist or may have decreased. If such indication
exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset recoverable amount. That increased amount cannot
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years.

All reversals of impairment losses are recognised as income immediately in the profit or loss. After such a reversal,
the depreciation charge is adjusted in future periods to allocate the revised carrying amount of the asset, less any
residual value, on a systematic basis over its remaining useful life.

3.6 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, bank balances and deposits with licensed banks which are readily
convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

Bank overdraft is shown in current liabilities in the statements of financial position.

For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdraft and
pledged deposits.

For the purpose of the statements of financial position, cash and cash equivalents restricted to be used to settle a
liability of 12 months or more after the reporting date are classified as non-current assets.

WIDAD GROUP BERHAD (857363-U)


86
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.7 Construction contracts

Contract costs comprise costs related directly to the specific contract and those that are attributable to the contract
activity in general and can be allocated to the contract and such other costs that are specifically chargeable to the
customers under the terms of the contract.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are
recognised over the period of contract as revenue and expenses respectively by reference to the percentage of
completion of the contract activity at the end of the reporting period. The Group uses the percentage of completion
method to determine the appropriate amount of revenue and costs to be recognised in a period of the contract by
reference to the proportion that contract costs incurred for work performed to date bear to the estimated total contract
cost.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the
extent of contract costs incurred that is probably recoverable and contract costs are recognised as expenses in the
period in which they incurred.

When it is probable that the total contract will exceed contract revenue the expected loss is recognised as an expense
immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work,
claims and incentive payments to the extent that it is probably that they will result in revenue and they are capable of
being reliably measured.

When the total costs incurred on construction contract plus recognised profits (less recognised losses) exceed
progress billings, the balance is shown as contract assets under current assets. Where progress billings exceed costs
incurred plus recognised profits (less recognised losses) as well as the advance received from customers, the balance
is shown as contract liabilites under current liabilities.

3.8 Equity, reserves and distributions to owners

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. Ordinary shares are equity instruments.

Retained earnings/Accumulated losses include all current and prior periods’ accumulated profits/losses.

Interim dividends are simultaneously proposed and declared, because the articles of association of the Company
grants the Directors the authority to declare interim dividends. Consequently, interim dividends are recognised
directly as a liability when they are proposed and declared.

Final dividends proposed by the Directors are not accounted for in shareholders’ equity as an appropriation of retained
earnings, until they have been approved by the shareholders in a general meeting. When these dividends have been
approved by the shareholders and declared, they are recognsied as a liability.

The distribution of non-cash assets to owners is recognised as dividend payable when the dividend was approved by
shareholders. The dividend payable is measured at the fair value of the shares to be distributed. At the end of the
financial year and on the settlement date, the Company reviews the carrying amount of the dividend payable, with any
changes in the fair value of the dividend payable recognised in equity. When the Company settles the dividend payable,
the difference between the carrying amount of the dividend distributed and the carrying amount of the dividend
payable is recognised as a separate line item in profit or loss.

All transactions with owners of the Company are recorded separately within equity.

87
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.9 Revenue recognition

There is no change on the revenue recognition on adopting MFRS 15 Revenue from contracts with customers as at 1
January 2018.

3.9.1 Revenue from contracts with customers

Revenue from contracts with customers is recognised by reference to each distinct performance obligation
in the contract with customer. Revenue from contracts with customers is measured at its transaction price,
being the amount of consideration which the Group expect to be entitled in exchange for transferring promised
goods or services to a customer, net of goods and service tax, returns, rebates and discounts. Transaction
price is allocated to each performance obligation on the basis of the relative stand-alone selling prices of each
distinct good or services promised in the contract. Depending on the substance of the contract, revenue is
recognised when the performance obligation is satisfied, which may be at a point in time or over time.

Performance obligations by segment are as follows:

Construction

Revenue from construction contract is recognised when or as the control of the asset is transferred to the
customer. Depending on the terms of the contract and the laws that apply to the contract, control of the
asset may transfer over time or at a point in time. Control of the asset is transferred over time if the Group’s
performance creates and enhances an asset that the customer controls as the Group performs or the Group’s
performance does not create an asset with an alternative use to the Group and the Group has an enforceable
right to payment for performance completed to date.

If control of the asset transfers over time, revenue is recognised over the period of the contract by reference to
the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised
at a point in time when the customer obtains control of the asset.

The progress towards complete satisfaction of the performance obligation is measured based on methods
that best depict the Group’s performance in satisfying the performance obligation, where the Group’s efforts
or inputs to the satisfaction of the performance obligation (e.g. by reference to the contract of the reporting
period as a percentage of total estimated costs for complete satisfaction of the contract).

Services

Services are recognised in the accounting period in which the services are rendered and the customer receives
and consumes the benefits provided by the Group, and the Group has a present right to payment for, the
services.

3.9.2 Other revenue recognition

Revenue from other sources are recognised as follows:

Interest income

Interest income is recognised on time proportion basis, taking into account the principal outstanding and the
effective rate over the period to maturity, when it is determined that such income will accrue to the Group and
the Company.

Dividend income

Dividend income from investment is recognised when the shareholder’s right to receive payment has been
established provided is it probable that the economic benefits will flow to the company and the amount of
income can be measured reliably.

WIDAD GROUP BERHAD (857363-U)


88
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.9 Revenue recognition (cont’d)

3.9.2 Other revenue recognition (cont’d)

Rental income

Rental income is accounted on a straight-line basis over the lease terms.

Management fees income

Management fees are recognised when services are rendered.

3.10 Employees benefits

3.10.1 Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as expenses in the year in which
the associated services are rendered by employees of the Group and of the Company. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered by employees that
increase their entitlement to future compensated absences, and short term non-accumulating compensated
absences such as sick leave are recognised when the absences occur.

A provision is made for the estimated liability for leave as a result of services rendered by employees up to the
reporting date.

3.10.2 Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group and the Company pay
fixed contributions into independent entities of funds and will have no legal or constructive obligations to pay
further contribution if any of the funds do not hold sufficient assets to pay all employees benefits relating to
employee services in the current and preceding financial year.

Such contributions are recognised as expenses in the profit or loss as incurred. As required by law, companies
in Malaysia make such contributions to the Employees Provident Fund (“EPF”).

Obligations for contributions to defined contribution plans are recognised as expenses in the profit or loss as
incurred.

3.10.3 Employees’ share option scheme

Eligible employees of the Group and of the Company received remuneration in the form of share option as
consideration for services rendered. The cost of these equity-settled transactions with employees is measured
by reference to the fair value of the option at the date on which the option is granted. This cost is recognised
in profit or loss, with a corresponding increase in the employee share option reserve over the vesting period.
The cumulative expense recognised at each reporting date until the vesting date reflects the extent to which
the vesting period has expired and the Group’s best estimate of the number of option that will ultimately vest.
The charge or credit to profit or loss for a period represents the movement in cumulative expense recognised
at the beginning and end of the period.

No expense is recognised for option that do not ultimately vest, except for option where vesting is conditional
upon market or non-vesting condition, which are tested as vested irrespective of whether or not the market or
non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The employee share option reserve is transferred to accumulated losses upon expiry of the share option.

The proceeds received net of any directly attributable transactions costs are credited to share capital (nominal
value) and share premium when the option is exercised.

89
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.11 Tax expenses

Tax expenses comprise current tax and deferred tax. Current tax and deferred tax is recognised in profit or loss except
to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive
income.

3.11.1 Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted by the end of the reporting date, and any adjustment to tax payable in respect
of previous years.

Current tax for current and prior years is recognised in the statements of financial position as a liability (or an
asset) to the extent that it is unpaid (or refundable).

3.11.2 Deferred tax

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not
recognised for the temporary differences arising from the initial recognition of goodwill, the initial recognition
of assets and liabilities in a transaction that is not a business combination and that affects neither accounting
nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that have been enacted or substantively enacted
by the end of the reporting year.

The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement
of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the
reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets
and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.

Unutilised business losses, being tax incentives that is not a tax base of an asset, is recognised as a deferred
tax asset to the extent that it is probable that the future taxable profits will be available against the unutilised
tax incentive can be utilised.

3.11.3 Goods and Services Tax (“GST”)

GST is a consumption tax based on value-added concept. GST is imposed on goods and services at every
production and distribution stage in the supply chain including importation of goods and services, at the
applicable tax rate of 6%. Input GST that the Group and the Company paid on purchases of business inputs can
be deducted from output GST.

Revenue, expenses and assets are recognised net of the amount of GST except:

- Where the GST incurred in a purchase of assets or services is not recoverable from the authority, in which
case the GST is recognised as part of the cost of acquisition of the assets or as part of the expense item as
applicable; and
- Receivables and payables that are stated with the amount of GST included.

WIDAD GROUP BERHAD (857363-U)


90
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.11 Tax expense (cont’d)

3.11.3 Goods and Services Tax (“GST”) (cont’d)

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the statements of financial position.

The Malaysian Government has zero rated the GST effective from 1 June 2018. This mean the GST rate on the
supplies of goods or services or on the importation of goods has been revised from 6% to 0%.

The GST has been replaced with the Sales and Services Tax effective from 1 September 2018. The rate for sales
tax is fixed at 5% or 10%, while the rate for services tax is fixed at 6%.

3.12 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised
as part of the cost of the assets during the period of time that is necessary to complete and prepare the asset for its
intended use or sale.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the
asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for
its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially
all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest
and other costs that the Group and the Company incurred in connection with the borrowing of funds.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.

3.13 Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenue and expenses that relate to transactions with any of the Group’s
other components. All operating segments’ operating results are reviewed regularly by the chief operating decision
maker to make decisions about resources to be allocated to the segment and to assess its performance, and for which
discrete financial information is available.

3.14 Provisions

Provisions are recognised when there is a present, legal or constructive obligation that can be estimated reliably,
as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are
not recognised for future operating losses.

Any reimbursement that the Group and the Company can be virtually certain to collect from a third party with respect
to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related
provision.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed.
Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.

91
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.15 Contingencies

Where it is not probable that an inflow or an outflow of economic benefits will be required, or the amount cannot
be estimated reliably, the asset or the obligation is not recognised in the statements of financial position and is
disclosed as a contingent asset or contingent liability, unless the probability of inflow or outflow of economic benefits
is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one
or more future events, are also disclosed as contingent assets or contingent liabilities unless the probability of inflow
or outflow of economic benefits is remote.

3.16 Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent
on the use of a specific asset (or asset) or the arrangement conveys a right to use the asset, even if that right is not
explicitly specific in an arrangement.

Group as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially
all the risks and rewards incidental to ownership to the Group and the Company are classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value or, if lower, at
the present value of the minimum lease payments. Lease payments are apportioned between finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are recognised in finance costs in the statement of profit or loss.

A leased assets is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the
Group and the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter
of the estimated useful life of the asset and the lease term.

An operating lease is a lease other than a finance lease. Operating lease payments are recognised as an operating
expense in the statement of profit or loss on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group and the Company does not transfer substantially all the risks and rewards of ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the
period in which they are earned.

3.16.1 Finance lease

Management applies judgement in considering the substance of a lease agreement and whether it transfers
substantially all the risks and rewards incidental to ownership of the leased asset. Key factors considered
include the length of the lease term in relation to the economic life of the asset, the present value of the
minimum lease payments in relation to the asset’s fair value, and whether the Group and the Company obtains
ownership of the asset at the end of the lease term.

3.16.2 Operating lease

All other leases are treated as operating leases. Where the Group and the Company are a lessee, payments
on operating lease agreements are recognised as an expense on a straight-line basis over the lease term.
Associated costs, such as maintenance and insurance are expensed as incurred.

WIDAD GROUP BERHAD (857363-U)


92
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.17 Related parties

A related party is a person or entity that is related to the Group and the Company that are preparing its financial
statements. A related party transaction is a transfer of resources, services or obligations between the reporting entity
and its related party, regardless of whether a price is charged.

(a) A person or a close member of that person’s family is related to the reporting entity if that person:-

(i) Has control or joint control over the Group and the Company;
(ii) Has significant influence over the Group and the Company; or
(iii) Is a member of the key management personnel of the Group or the Company.

(b) An entity is related to the Group and the Company if any of the following conditions applies:-

(i) The entity and the Group or the Company are members of the same group;
(ii) The entity is an associate of the Group or the Company;
(iii) Both the Group or the Company and the entity are joint ventures of the same third party;
(iv) The Group or the Company is a joint venture of a third entity and the entity is an associate of the same third entity;
(v) The entity is a post-employment benefit plan for the benefits of employees of either the Group or the Company
for an entity related to the Group or the Company;
(vi) The entity is controlled or jointly-controlled by a person identified in (a) above;
(vii) A person identified in (a)(i) above has significant influence over the entity or is a member of the key management
personnel of the Group or the entity; or
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the Group.

93
www.widadgroup.com
4. PROPERTY, PLANT AND EQUIPMENT

94
Furniture, Plant Site cabin
Leasehold land Freehold land fitting and office and Motor and
Group and building and building equipment machinery Renovation vehicles signboard Total
RM RM RM RM RM RM RM RM
Cost
At 1 January 2017 48,800,000 5,594,276 998,349 436,550 3,080,844 4,368,545 80,580 63,359,144

ANNUAL REPORT 2018


Additions - - 14,900 - - 45,000 61,300 121,200
Reclassification - - 25,552 - (25,552) - - -

WIDAD GROUP BERHAD (857363-U)


At 31 December 2017/ 48,800,000 5,594,276 1,038,801 436,550 3,055,292 4,413,545 141,880 63,480,344
1 January 2018
Additions - - 46,813 - 11,816,637 400,000 - 12,263,450
Written off - - - - - (285,000) - (285,000)
Property, plant and
31 DECEMBER 2018 (CONT’D)

equipment from
acquisition of Widad
Group Berhad - - 9,265 - - - - 9,265
Disposal - - - (431,000) - (438,477) - (869,477)

At 31 December 2018 48,800,000 5,594,276 1,094,879 5,550 14,871,929 4,090,068 141,880 74,598,582

Accumulated
depreciation

At 1 January 2017 2,280,000 337,539 643,816 350,290 801,015 2,284,795 61,164 6,758,619
Charge for the
financial year 976,000 113,767 129,675 43,159 284,292 662,307 5,787 2,214,987
At 31 December 2017/
1 January 2018 3,256,000 451,306 773,491 393,449 1,085,307 2,947,102 66,951 8,973,606
Charge for the
financial year 976,000 111,885 138,654 32,326 732,819 637,857 10,909 2,640,450

Written off - - - - - (230,000) - (230,000)


Disposal - - - (420,225) - (438,477) - (858,702)

At 31 December 2018 4,232,000 563,191 912,145 5,550 1,818,126 2,916,482 77,860 10,525,354
NOTES TO THE FINANCIAL STATEMENTS

Net carrying amount

At 31 December 2018 44,568,000 5,031,085 182,734 - 13,053,803 1,173,586 64,020 64,073,228

At 31 December 2017 45,544,000 5,142,970 265,310 43,101 1,969,985 1,466,443 74,929 54,506,738
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Furniture,
fitting and office
Company equipment Renovation Total
RM RM RM
Cost

At 1 January 2017 85,717 33,478 119,195


Additions 3,199 - 3,199
Written off (32,182) (33,478) (65,660)

At 31 December 2017/1 January 2018 56,734 - 56,734


Additions 7,093 - 7,093

At 31 December 2018 63,827 - 63,827

Accumulated depreciation

At 1 January 2017 63,081 16,270 79,351


Charge for the financial year
Written off 8,906 3,348 12,254
(27,182) (19,618) (46,800)

At 31 December 2017/1 January 2018 44,805 - 44,805


Charge for the financial year 5,525 - 5,525

At 31 December 2018 50,330 - 50,330

Net carrying amount

At 31 December 2018 13,497 - 13,497

At 31 December 2017 11,929 - 11,929

4.1 Assets held under finance lease

The net carrying amount of assets under finance lease are:-

Group
2018 2017
RM RM

Motor vehicles 1,068,229 1,382,050

4.2 Assets pledged as securities to financial institutions

The net carrying amount of assets pledged as securities for bank borrowings are:-

Group
2018 2017
RM RM

Leasehold land and building 44,568,000 45,544,000


Freehold land and building 5,031,085 5,142,970

49,599,085 50,686,970

95
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

5. INVESTMENT IN SUBSIDIARIES

(a) Investment in subsidiaries

Company
2018 2017
RM RM

Unquoted investment - at cost 520,000,000 20,302,538

Contributions to subsidiaries

ESOS granted to employees of subsidiaries - 207,000

520,000,000 20,509,538

The movement of impairment loss during the financial year is as follows:-

Company
2018 2017
RM RM

At 1 January - 368,119
Less: Reversal of impairment loss - (368,119)

At 31 December - -

Details of subsidiaries are as follows:-

Principal place of
business/Country
Name of Incorporation Effective interest Principal
activities

Direct interest: 2018 2017

Ideal Jacobs (Xiamen)


Corporation (“IJX”) * PRC - 100% ^

Ideal Jacobs (HK) Corporation


Limited (“IJHK”) # Hong Kong - 100% @

Widad Builders Sdn. Bhd. Malaysia 100% - @@

Indirect interest

Xiamen Ideal Jacobs International


Limited Company (“XIJ”) */+ PRC - 100% @

Suzhou Ideal Jacobs Corporation


(“SIJ”) */+ PRC - 100% ^^

Widad Facility Management


Sdn. Bhd. ** Malaysia 100% - $

Widad Capital Sdn. Bhd. ** Malaysia 100% - ∆

WIDAD GROUP BERHAD (857363-U)


96
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

5. INVESTMENT IN SUBSIDIARIES (CONT’D)

(a) Investment in subsidiaries (cont’d)

Details of subsidiaries are as follows:- (cont’d)

^ The principal activities of this subsidiary is engaged in research and development and manufacturing of
components in industrial equipment and designing and manufacturing of Industrial Labels, Nameplates, and
Laser/Die-Cut Products and fabrication of plastic parts.

^^ The principal activities of this subsidiary is engaged in designing and manufacturing of Industrial Labels,
Nameplates, and Laser/Die-Cut Products and fabrication of plastic parts.

@@ The principal activity of this subsidiary is general trading, construction and providing full facility management and
mechanical and electrical maintenance, care and improvement.

@ The principal activities of these subsidiaries are trading in general products.

∆ The principal activities of the Company are construction, providing facility management services and fund raising
vehicle.

$ The subsidiary is providing integrated facilities management activities.

* Subsidiaries audited by Grant Thornton International’s member firm.

# Subsidiaries not audited by Grant Thornton Malaysia.

+ Direct subsidiaries of IJX.

** Direct subsidiaries of WBSB.

(b) Reverse acquisition plan - Acqusition of subsidiaries and disposal of subsidiaries

During the financial year, the Company acquired 10,000,000 ordinary shares representing the entire issued and
paid-up capital of WBSB for a purchase consideration of RM520,000,000 satisfied through combination of cash of
RM110,000,000 and the issuance of 1,782,608,695 new ordinary shares in the Company, at an issue price of RM0.23
per share.

Upon completion of acquisition of WBSB, on the same day, the Company disposed its subsidiaries IJHK and IJX
(including its subsidiaries) (“China subsidiaries”) to Oriental Dragon Incorporation Limited for a cash consideration of
RM28,000,000.

The goodwill amounting to RM982,851 which arose from the reverse acquisition plan had been recognised and
expensed off. This expense is derived as follows:-

The fair value of the identifiable assets and liabilities of the Company as at 10 July 2018:-

RM

Non-current assets 21,454,165


Current assets 34,665,069
Non-current liabilities (36,457)
Current liabilities (25,302,887)

Total identifiable net assets 30,779,890


Deemed purchase consideration of the Company by WBSB (31,762,741)

Goodwill (982,851)

97
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

5. INVESTMENT IN SUBSIDIARIES (CONT’D)

(b) Reverse acquisition plan - Acqusition of subsidiaries and disposal of subsidiaries (cont’d)

The effect of the disposal of China subsidiaries on the financial position of the Group as at the date of disposal was as
follows:-

RM

Non-current assets 21,444,900


Current assets 34,611,940
Non-current liabilities (36,457)
Current liabilities (24,996,538)

Total identifiable net assets 31,023,845


Goodwill 982,851
Loss on disposal (4,006,696)

Consideration received 28,000,000

The net effect of the reverse acquisition plan on the financial position of the Group as at the date of completion was as
follows:-

RM

Consideration received from disposal of China subsidiaries 28,000,000


Cash and cash equivalent acquired 36,284

Net cash from reverse acquisition plan 28,036,284

6. OTHER INVESTMENT

Company
2017
RM
Available-for-sale investment

At cost 108,821

Less: Impairment loss


At 1 January -
Addition 108,821

At 31 December 108,821

WIDAD GROUP BERHAD (857363-U)


98
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

6. OTHER INVESTMENT (CONT’D)


Company
2018
RM
Fair value through profit or loss

At cost -

Less: Impairment loss


At 1 January 108,821
Written off (108,821)

At 31 December -

This represents investment in club membership and denominated in RMB. This investment is held in trust by an ex-Director.

7. CONTRACT ASSETS/(LIABILITIES)

Group
2018 2017
RM RM
Contract assets
- construction contracts 136,489,832 79,433,573

Contract liabilities
- customers deposit 17,462,111 -

Contract assets and contract liabilities represent the amount due from/(to) customers in the previous financial year.

Construction contracts

The construction contracts represent the timing differences in revenue recognition and the milestone billings.

Contract assets primarily relate to the rights to consideration for work completed on construction contracts but not yet
billed as at the reporting date.

Contract liabilities consist of advance billings in excess of revenue recognised, typically resulting from the timing
differences in revenue recognition and the milestone billings. The milestone billings are structured and/or negotiated with
customers to reflect the physical completion of the contracts.

Customers deposit

Customers deposit related to deposit made by customers for the construction projects.

Significant changes to the Group’s contract assets and contract liabilities balances during the financial year are as follows:-

Group
2018
RM

Decrease in revenue recognised in previous period arising from contract modification 4,832,544

Contract assets at the beginning of the period not transferred to the trade receivables
due to change in time frame 6,329,815

99
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

7. CONTRACT ASSETS/(LIABILITIES) (CONT’D)

Comparative information under MFRS 111

Group
2017
RM

Cost incurred on contract to date 196,962,533


Attribute profits 56,905,498

253,868,031
Progress billing received and receivables (174,434,458)

79,433,573

This represents:
Amount due from customer on contract 79,433,573

8. TRADE RECEIVABLES

Group
2018 2017
RM RM

Trade receivables 29,149,296 15,405,753


Retention sum 26,841,117 19,837,822
Amount due from holding company 9,642,028 -

65,632,441 35,243,575

Trade receivables are bear no interest and the normal trade credit terms granted by the Group to the trade receivables
ranging from 1 to 60 days (2017: 1 to 30 days). They are recognised at their original invoice amounts which represent their
fair values on initial recognition.

In prior financial year, included in trade receivables of the Group amounting of RM9,642,028 due from a company in which
a person connected to a subsidiary’s director has interest.

9. OTHER RECEIVABLES

Group Company
2018 2017 2018 2017
RM RM RM RM

Non-trade receivables 28,103 2,103,709 - 15,165


Amount due from holding company 2,983,222 54,363,861 - -
Amount due from subsidiaries - - 42,813,939 6,262,692
Amount due from a related company 149,703 1,163,024 - -
Less: Provision for expected credit losses - - - (6,254,890)

3,161,028 57,630,594 42,813,939 22,967

Advances to employees - - - 529


Accrued revenue - 4,399,245 - -
Accrued interest - 569,999 - -
Deposits 3,418,501 429,785 2,700 29,325
GST recoverable 189,968 1,253,091 - -
Prepayments 1,190,083 1,013,550 - 8,878

7,959,580 65,296,264 42,816,639 61,699

WIDAD GROUP BERHAD (857363-U)


100
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

9. OTHER RECEIVABLES (CONT’D)

The movement of provision for expected credit losses during the financial year is as follow:-

Company
2018 2017
RM RM

At 1 January 6,254,890 819,751


Add: Provision for expected credit losses - 5,756,719
Less: Written off (6,254,890) (321,580)

At 31 December - 6,254,890

Individually impaired - 6,254,890

There is no changes on impairment of financial assets on adopting MFRS 9 as at 1 January 2018.

In prior financial year, included in non-trade receivables of the Company amounting of RM5,854 due from a company in
which an ex-Director has interest. The amounts are unsecured and bear no interest.

In prior financial year, included in non-trade receivables of the Group amounting of RM2,085,582 due from a company in
which a person connected to a subsidiary’s Director has interest. The amounts are unsecured and bear no interest.

Related company refer to members of Widad Business Group Sdn. Bhd.’s group of companies.

Amount due from holding company/subsidiaries/a related company are unsecured and bear no interest.

10. FIXED DEPOSITS WITH LICENSED BANKS

Group

The fixed deposits with licensed banks have been pledged to banks for banking facilities, and hence, are not available for
general use.

The average effective profit rates for fixed deposits with licensed banks are ranging from 3.00% to 4.00% (2017: 2.00% to
4.00%) per annum.

11. CASH AND BANK BALANCES

Group

Cash and bank balances of a subsidiary is maintained in Designated Bank Accounts amounting to RM18,757,254 (2017:
RM14,257,105) for which utilisation is restricted for the payments of principal and interest or future profit in respect of the
Sukuk Murabahah Programme.

101
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

12. SHARE CAPITAL

No. of ordinary shares Amount


2018 2017 2018 2017
Group Unit Unit RM RM

Issued and fully paid:-

At 1 January 136,851,075 10,000,000 10,000,000 10,000,000


Shares issued at 27 March 2018
pursuant to exercise of ESOS 1,150,075 - - -
Issuance of ordinary shares
- acquisition of WBSB 1,782,608,695 - 31,762,741 -
- private placement 534,032,000 - 23,508,000 -

At 31 December 2,454,641,845 10,000,000 65,270,741 10,000,000

Company

Issued and fully paid:-

At 1 January 136,851,075 135,701,075 21,189,342 13,570,108


Shares issued at 27 March 2018 (2017: 20 October 2017)
pursuant to exercise of ESOS 1,150,075 1,150,000 356,522 356,500
Transition to no par value regime (Note 13) - - - 7,262,734
Issuance of ordinary shares
- acquisition of WBSB 1,782,608,695 - 408,440,000 -
- private placement 534,032,000 - 133,508,000 -

At 31 December 2,454,641,845 136,851,075 563,493,864 21,189,342

The private placement is intended to raise a fund to enable the Company to satisfy the cash portion of the purchase
consideration amounted to RM110,000,000.

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares
carry one vote per share without restriction and rank equally to the Company’s residual assets.

13. SHARE PREMIUM

Company
2018 2017
RM RM

At 1 January - 7,262,734
Transfer to no par value regime - (7,262,734)

At 31 December - -

The new Companies Act, 2016 (“The Act”), which came into operation on 31 January 2018, abolished the concept of
authorised share capital and par value of share capital. Consequently, the amounts standing to the credit of the share
premium account become part of the Company’s share capital pursuant to the transitional provisions set out in Section
618(2) of the Act. Notwithstanding this provision, the Company may within 24 months from the commencement of the Act,
use the amount standing to the credit of its share premium account of RM7,262,734 for purposes as set out in Sections
618(3). There is no impact on the numbers of ordinary shares in issue or the relative entitlement of any of the members as
a result of this transition.

WIDAD GROUP BERHAD (857363-U)


102
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

14. ESOS RESERVE

Company
2018 2017
RM RM

At 1 January 115,007 230,007


Share based compensation pursuant to ESOS exercised (115,007) (115,000)

At 31 December - 115,007

The ESOS reserve represents the equity-settled share option granted to employees of certain subsidiaries and the
Company’s Directors. The share option reserve is made up of the cumulative value of services received from employees
recorded over the vesting period commencing from the grant date of the share option and is reduced by the expiry or
exercise of the share option. The salient terms and key assumptions is deriving the fair value of the ESOS are disclosed in
Note 28 to the financial statements.

15. BORROWINGS

Group
2018 2017
RM RM
Secured:
Sukuk Murabahah Programme (“SUKUK”) 90,000,000 110,000,000
Term loans 49,990,091 56,027,109
Bank overdraft 5,935,800 17,710,488

145,925,891 183,737,597
Repayable
- within 1 year 31,225,169 46,832,546
- more than 1 year but less than 5 years 89,620,953 110,657,384
- above 5 years 25,079,769 26,247,667
114,700,722 136,905,051

145,925,891 183,737,597

The interest rates of the Group for the bank overdraft are 6.90% to 7.01% (2017: 7.20%) per annum.

The profit rates of the Group for the SUKUK are 4.70% to 5.20% (2017: 4.70% to 5.20%) per annum.

The interest rates of the Group for the term loans are 6.85% to 7.10% (2017: 6.85% to 7.10%) per annum.

The SUKUK of the Group are secured by way of:-

(a) a pledge of fixed deposits and Designated Bank Accounts;


(b) corporate guarantee by a subsidiary;
(c) assignment of the proceeds receivables;
(d) fixed and floating charges over all assets; and
(e) shares of a subsidiary.

The borrowings of the Group (other than SUKUK) are secured by way of:-

(a) a pledge of fixed deposits;


(b) a first party legal charge over the freehold and leasehold land and buildings;
(c) a jointly and severally guarantee by the subsidiaries’ directors, subsidiaries’ ex-directors and a person connected to
subsidiaries’ director;
(d) corporate guarantee by ultimate holding company;
(e) assignment of the proceeds receivables; and
(f) assignment of the proceeds rentals.

103
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

16. FINANCE LEASE LIABILITIES

Group
2018 2017
RM RM
Minimum lease payments
- within 1 year 568,799 597,755
- more than 1 year but less than 5 years 829,296 894,850
- above 5 years 25,582 104,081
854,878 998,931

1,423,677 1,596,686
Less: Future finance charges (116,220) (133,306)

1,307,457 1,463,380
Present value:-
- within 1 year 519,671 539,811
- more than 1 year but less than 5 years 770,428 849,474
- above 5 years 17,358 74,095
787,786 923,569

1,307,457 1,463,380

The effective interest rate of the Group for finance lease liabilities are 4.47% to 5.63% (2017: 4.47% to 5.63%) per annum.

The finance lease liabilities of the Group are secured by legal charge over the assets of the Group as disclosed in Note 4 to
the financial statements and secured against personnel guarantee by:

Group
2018 2017
RM RM

Subsidiaries’ directors 755,776 607,634


Subsidiaries’ ex-director 291,351 590,075

1,047,127 1,197,709

17. TRADE PAYABLES

The normal credit terms granted by the suppliers are ranging from 30 to 90 days (2017: 30 to 90 days). However, the term
vary according to negotiation with the suppliers.

18. OTHER PAYABLES

Group Company
2018 2017 2018 2017
RM RM RM RM

Non-trade payables 1,730,849 27,368,693 1,035,454 -


Amount due to holding company 8,358 - - -
Accrual of expenses 5,171,426 1,481,584 101,000 851,819
Deposit received 64,400 18,500 - -
GST payables 54 45,140 - -

6,975,087 28,913,917 1,136,454 851,819

Amount due to holding company is unsecured, bears no interest and repayable on demand.

WIDAD GROUP BERHAD (857363-U)


104
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

19. REVENUE

Revenue comprise the following:-

Group Company
2018 2017 2018 2017
RM RM RM RM

Revenue from contracts with customers 289,020,543 237,156,406 - -


Revenue from other sources
- dividend income from subsidiaries - - 5,505,558 20,904,219

289,020,543 237,156,406 5,505,558 20,904,219

Disaggregation of the Group’s revenue from contracts with customers:-

2018 2017
RM RM
Geographical market
Malaysia 289,020,543 237,156,406

Major products and services line


Constructions 190,282,532 129,943,023

Integrated facility management 98,738,011 107,213,383

289,020,543 237,156,406
Timing of revenue recognition
At a point in time 98,738,011 107,213,383

Over time 190,282,532 129,943,023

289,020,543 237,156,406

Group

The remaining contractual billings to customer from its construction activities and intergrated facility management is
amounted to RM237,861,287 and RM321,495,344 respectively and will be billed progressively upon the fulfillment of
contractual milestones not withstanding if control of the assets has not been transferred to the customers. The contractual
billing period for construction activities and intergrated facility management is between 2 to 21 months and 3 to 42 months
respectively.

20. FINANCE INCOME/FINANCE COSTS

Finance income

Group Company
2018 2017 2018 2017
RM RM RM RM
Interest income:-
- Fixed deposits profit 1,414,903 1,640,031 43,059 -
- Hibah 597,293 530,466 - -

2,012,196 2,170,497 43,059 -

105
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

20. FINANCE INCOME/FINANCE COSTS (CONT’D)

Finance costs

Group
2018 2017
RM RM
Interest expenses:-
- bank overdraft interest 928,740 107,439
- finance lease interest 64,421 76,780
- SUKUK coupon 5,361,140 5,475,000
- term loans interest 4,680,359 4,545,366

11,034,660 10,204,585

21. PROFIT/(LOSS) BEFORE TAX

Profit/(Loss) before tax has been determined after charging/(crediting), amongst other items, the followings:-

Group Company
2018 2017 2018 2017
RM RM RM RM
Auditors’ remuneration:
- Statutory audit 163,000 103,000 45,000 68,000
- Other services 18,800 - 4,800 14,800
- Other auditors:
- Other services - - - 76,000
Bad debts written off - - 4,242,628 328,089
Depreciation 2,640,450 2,214,987 5,525 12,254
Impairment loss on other investment - - - 108,821
Investment in a subsidiary written off - - - 368,119
Loss/(Gain) on foreign exchange
- realised - - - 21,562
- unrealised 1,562 - 17,099 (272,884)
Loss on disposal of property, plant and equipment 10,775 - - -
Property, plant and equipment written off 55,000 - - 18,860
Provision for expected credit losses - subsidiaries - - - 5,756,719
Rental expenses:
- Premises 268,131 424,828 - 51,973
- Office equipment 13,060 36,769 - 3,570
- Motor vehicle 35,470 179,997 - -
Gain on disposal of subsidiaries - - (7,490,462) (2)
Rental income (340,450) (19,080) - -
Reversal of impairment loss on
- amount due from subsidiaries - - - (321,580)
- investment in a subsidiary - - - (368,119)
Reverse acquisition expenses 7,105,084 - 5,545,084 -

22. TAX EXPENSE

Group Company
2018 2017 2018 2017
RM RM RM RM

Current year provision 11,139,552 11,594,701 147,647 -


Over provision in prior year (2,280,991) (365,651) - -

Total tax expenses 8,858,561 11,229,050 147,647 -

Malaysian income tax is calculated at the statutory tax rate 24% (2017: 24%) of the estimated taxable profit for the financial year.

WIDAD GROUP BERHAD (857363-U)


106
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

22. TAX EXPENSE (CONT’D)

A reconciliation of tax expense applicable to profit/(loss) before tax at the statutory income tax rates of the Group and of
the Company are as follows:-

Group Company
2018 2017 2018 2017
RM RM RM RM

Profit/(Loss) before tax 28,114,324 41,795,574 (219,879) 10,471,366

Tax at Malaysia statutory tax rate of 24% (2017: 24%) 6,747,438 10,030,938 (52,771) 2,513,128

Tax effects in respect of:-


Change in tax rate for the first tranche of
chargable income - (30,480) - -
Income not subject to tax - - (3,119,045) (5,248,032)
Expenses not deductible for tax purposes 4,370,828 1,594,243 3,319,463 2,734,904
Over provision in prior year (2,280,991) (365,651) - -
Deferred tax assets not recognised 21,286 - - -

Total tax expense 8,858,561 11,229,050 147,647 -

Deferred tax assets not recognised

Deferred tax assets have not been recognised in respect of the following items (stated at gross) for certain subsidiaries
due to uncertainty of future taxable income of the subsidiaries.

Group
2018 2017
RM RM

Unutilised capital allowances 10,440 -


Unabsorbed business losses 78,253 -

88,693 -

23. EARNINGS PER SHARE

Basic earnings per ordinary share

The calculation of basic earnings per share was based on the profit attributable to ordinary equity holders of the Company
and a weighted average number of ordinary shares issued calculated as follows:-

Group
2018 2017
Profit for the financial year attributable to
ordinary equity holders of the Company (RM) 19,255,763 30,566,524

Weighted average number of ordinary shares in issue 2,102,975,183 1,782,608,695

Basic earnings per ordinary share (sen) 0.92 1.71

Diluted earnings per ordinary share

The diluted earnings per share is not calculated as there are no dilutive potential equity instruments in issue that gave
diluted effect to the earnings per share.

107
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

24. EMPLOYEES BENEFITS EXPENSE

Group Company
2018 2017 2018 2017
RM RM RM RM

Salaries, wages and allowances 14,299,941 9,403,862 901,630 593,063


Social security contribution 154,165 133,502 2,594 1,451
Defined contribution plans 1,759,583 1,645,465 101,710 48,040
Other benefits 511,397 48,509 123,214 86,089

16,725,086 11,231,338 1,129,148 728,643

Included in the employees benefits expense are Directors’ remuneration.

The details of remuneration received by Directors of the Group and of the Company during the financial year are as follows:-

2018 2017
Group RM RM

Existing Directors
Directors of the Company
Directors’ fee 56,000 -
Salaries, wages and other emoluments 465,381 -
Defined contribution plans 55,840 -
Social security contribution 414 -

577,635 -

Directors of the subsidiaries


Directors’ fee 27,440 884,640
Salaries, wages and other emoluments 1,557,921 1,041,921
Defined contribution plans 184,088 57,913
Social security contribution 1,455 842

1,770,904 1,985,316
Past Directors
Directors’ fee 92,439 -

2,440,978 1,985,316

Company

Existing Directors
Directors’ fee 56,000 249,578
Salaries, wages and other emoluments 465,381 -
Defined contribution plans 55,840 -
Social security contribution 414 -

577,635 249,578
Past Directors
Directors’ fee 92,439 21,000
Salaries, wages and other emoluments - 289,305
Defined contribution plans - 34,645

92,439 344,950

670,074 594,528

WIDAD GROUP BERHAD (857363-U)


108
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

25. RELATED PARTY DISCLOSURES

Related party transactions

The Group and the Company have the following transactions with the following related parties at negotiated terms agreed
between the parties during the financial year:-

2018 2017
Group RM RM

Management fees charged from holding company 10,826,894 21,400,000


Rental income charged to a related company 322,000 -
Rental charged from subsidiaries’ directors 13,200 243,792

Company

Dividend received from an ex-subsidiary 5,505,558 20,904,219


Licensing fee paid to an ex-corporate shareholder - 405,837
Management fee charged to a subsidiary 750,000 -

Related party balances

The outstanding balances arising from related party transactions as at the reporting date were disclosed in Notes 8, 9 and
18 to the financial statements.

Compensation of key management personnel

Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group and of the Company either directly or indirectly and entity that provides key
management personnel services to the Group and the Company.

Key management includes all the Directors of the Company and its subsidiaries and certain members of senior
management of the Group and of the Company.

The remuneration of key management personnel of the Group and of the Company are as follows:-

Group Company
2018 2017 2018 2017
RM RM RM RM

Salaries, wages and allowances 192,678 - 136,739 -


Defined contribution plans 23,148 - 16,404 -
Social security contribution 1,269 - 576 -

217,095 - 153,179 -

Directors’ remuneration (Note 24) 2,440,978 1,985,316 670,074 594,528

2,658,073 1,985,316 823,793 594,528

26. RENTAL COMMITMENTS

The future contractual rental commitments are as follows:-

Group Company
2018 2017 2018 2017
RM RM RM RM

Within one year - 152,400 - -


Later than one year but not more than five years - 62,700 - -

- 215,100 - -

109
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

27. LICENSING FEES COMMITMENTS

In prior financial year, the Company enters into a licensing agreement with its corporate shareholder, Ideal Jacobs
Corporation, and an annual payment of USD100,000 shall be made before 31 October of each year until the licensing
agreement has been terminated.

28. ESOS

At an EGM held on 28 February 2014, the Company’s shareholders approved the establishment of ESOS for the eligible
Directors and employees of the Group. The scheme which came into effect on 19 March 2014 is for a period of five years.

The salient features of the ESOS are as follows:-

(a) The total number of new ordinary shares which are available to be issued under the ESOS shall not exceed fifteen
percent (15%) of the total issued and fully paid-up share capital of the Company at any time throughout the duration
of the ESOS.

(b) Any employee or Director of any company comprised in the Group shall be eligible to participate in the ESOS if, as at
the date to offer, the employee is at least eighteen (18) years of age or above; and is employed on a continuous full-
time basis for a period of not less than two (2) years and must be a confirmed employee.

(c) The option price shall be determined at a discount of not more than ten percent (10%) from the weighted average
market quotation of the Company’s shares as quoted on Bursa Malaysia Securities Berhad for the five (5) market days
immediately preceding the date of the offer or at par, whichever is higher.

(d) The shares under option shall remain unissued until the option is exercised and shall, on allotment, rank pari passu
in all respects with the existing shares of the Company at the time of allotment save that they will not entitle the
holders thereof to receive any rights and bonus issues announced or to any dividend or other distribution declared to
the shareholders of the Company as at the date which precedes the date of the exercise of the option.

(e) The Board of Directors has the absolute discreation, without the approval of the Company’s shareholders in the
general meeting to extend the duration of the ESOS for up to further five (5) years.

The option offered to take up unissued ordinary shares of RM0.10 each during the financial year are as follows:-

| Number of Share Option |


Grant Expiry Exercise Balance at Balance at
date date price 1.1.2018 Granted Exercised 31.12.2018

25 March 2014 24 March 2019 RM0.21 1,150,075 - (1,150,075) -

Balance at Balance at
1.1.2017 Granted Exercised 31.12.2017

RM0.21 2,300,075 - (1,150,000) 1,150,075

The fair value of the share option granted was RM0.10 and was estimated at the grant date using Black-Scholes Model,
taking into account the terms and conditions upon which the instruments were granted. The following table lists the inputs
to the Black-Scholes Model for the ESOS granted on 25 March 2014:-

Weighted average share price (RM) 0.23


Weighted average exercise price (RM*) 0.21
Expected volatility (%) 41
Risk-free interest rate (%) p.a. 3.60
Expected life of option (years) 5

The exercise life of the option is based on historical data and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumptions that the historical volatility over period similar to the life of the
option is indicative of future trends, which may not necessarily be the actual outcome.

WIDAD GROUP BERHAD (857363-U)


110
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

29. OPERATING SEGMENT

Business segment

For management purposes, the Group is organised into business units based on their services, which comprises the
following:-

(a) Integrated facility Scheduled maintenance, ad-hoc maintenance and upgrading and renovation to ensure
management optimum effectiveness and efficiency and cater to its customers’ requirements and
preferences.

(b) Constructions Infrastructure and civil works such as construction of low and high-rise buildings for a variety
of uses, sewerage treatments plants and etc.

(c) Other Other non-reportable segments comprise operations relted to investment holding.

The management monitors the operating results of its business units separately for the purpose of making decisions
about resources allocation and performance assessment. Segment performance is evaluated based on operating profit
or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in
the consolidated financial statements.

Transfer prices between operating segments are on negotiated basis.

Integrated
facility
management Constructions Other Elimination Total
2018 RM RM RM RM RM

Revenue:-
External customers 98,738,011 190,282,532 - - 289,020,543
Inter-segment 65,500,297 - - (65,500,297) -

164,238,308 190,282,532 - (65,500,297) 289,020,543

Results:-
Interest income 2,012,196
Finance costs (11,034,660)
Depreciation (2,640,450)
Other non-cash expenses (a) (67,337)
Tax expense (8,858,561)
Segment profit 19,255,763

Assets:-
Additions to non-current assets (b) 12,263,450
Unallocated segment assets 377,564,622

Liabilities:-
Unallocated segment liabilities 223,627,571

111
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

29. OPERATING SEGMENT (CONT’D)

Business segment (cont’d)

Integrated
facility
management Constructions Other Elimination Total
2017 RM RM RM RM RM

Revenue:-

External customers 107,213,383 129,943,023 - - 237,156,406


Inter-segment 50,346,497 - - (50,346,497) -

157,559,880 129,943,023 - (50,346,497) 237,156,406

Results:-
Interest income 2,170,497
Finance costs (10,204,585)
Depreciation (2,214,987)
Tax expense (11,229,050)
Segment profit 30,566,524

Assets:-
Additions to non-current assets (b) 121,200
Unallocated segment assets 335,380,243

Liabilities:-
Unallocated segment liabilities 251,963,000

Notes:

(a) Other non-cash expenses consist of the following items:-


Group
2018 2017
RM RM

Unrealised loss on foreign exchange 1,562 -


Property, plant and equipment written off 55,000 -
Loss on disposal of property, plant and equipment 10,775 -

67,337 -
(b) Additions to non-current assets consist of:-

Group
2018 2017
RM RM

Property, plant and equipment 12,263,450 121,200

(c) It was not practicable to separate out the segment results for its business segments as the Directors of the Company
are of the opinion that excessive costs would be incurred.

(d) Unallocated assets and liabilities were jointly used by all segments.

(e) Inter-segment revenues are eliminated on consolidation.

WIDAD GROUP BERHAD (857363-U)


112
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

29. OPERATING SEGMENT (CONT’D)

Information about major customers

The followings are major customers with revenue equal or more than 10% of the Group’s total revenue:

Revenue Segments
2018 2017
RM RM

- Customer A 98,738,011 107,213,383 Integrated


facility management

- Customer B 110,094,675 67,788,451 Constructions

- Customer C 49,981,773 26,190,112 Constructions

- Customer D - 29,000,000 Constructions

30. FINANCIAL INSTRUMENTS

30.1 Categories of financial instruments

The table below provides an analysis of financial instruments measured at amortised cost (“AC”):-

Carrying
amount AC
Group RM RM
2018

Financial assets
Trade receivables 65,632,441 65,632,441
Other receivables 6,579,529 6,579,529
Fixed deposits with licensed banks 74,292,620 74,292,620
Cash and bank balances 25,349,896 25,349,896

171,854,486 171,854,486

Financial liabilities
Trade payables 34,302,160 34,302,160
Other payables 6,975,033 6,975,033
Borrowings 145,925,891 145,925,891
Finance lease liabilities 1,307,457 1,307,457

188,510,541 188,510,541

Company
2018

Financial assets
Other receivables 42,816,639 42,816,639
Cash and bank balances 255,045 255,045

43,071,684 43,071,684
Financial liability
Other payables 1,136,454 1,136,454

113
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

30. FINANCIAL INSTRUMENTS

30.1 Categories of financial instruments (cont’d)

The financial instruments classification in prior period are in accordance with MFRS 139 as follows:-

(i) Loans and receivables (“L&R”); and


(ii) Other liabilities measured at amortised cost (“AC”).

Carrying
amount L&R AC
RM RM RM
Group
2017

Financial assets
Trade receivables 35,243,575 35,243,575 -
Other receivables 58,630,378 58,630,378 -
Fixed deposits with licensed banks 79,056,353 79,056,353 -
Cash and bank balances 21,843,740 21,843,740 -

194,774,046 194,774,046 -

Financial liabilities
Trade payables 22,581,039 - 22,581,039
Other payables 28,868,777 - 28,868,777
Borrowings 183,737,597 - 183,737,597
Finance lease liabilities 1,463,380 - 1,463,380

236,650,793 - 236,650,793

Company
2017

Financial assets
Other receivables 52,821 52,821 -
Cash and bank balances 247,744 247,744 -

300,565 300,565 -
Financial liability
Other payables 851,819 - 851,819

WIDAD GROUP BERHAD (857363-U)


114
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

30. FINANCIAL INSTRUMENTS

30.2 Reconciliation of liabilities arising from financing activities

1 January 2018 New lease Cash flows 31 December 2018


RM RM RM RM
Group

Borrowings* 166,027,109 - (26,037,018) 139,990,091


Amount due to holding company - - 8,358 8,358
Finance lease liabilities 1,463,380 400,000 (555,923) 1,307,457

167,490,489 400,000 (26,584,583) 141,305,906

1 January 2017 New lease Cash flows 31 December 2017


RM RM RM RM

Borrowings* 175,290,344 - (9,263,235) 166,027,109


Finance lease liabilities 1,620,176 475,500 (632,296) 1,463,380

176,910,520 475,500 (9,895,531) 167,490,489

* The borrowings exclude bank overdraft as it related to operating activities.

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments.
Financial risk management policy is established to ensure that adequate resources are available for the development of
the Group’s and of the Company’s business whilst managing its credit risk, liquidity risk, interest rate risk and foreign
currency risk. The Group and the Company operate within clearly defined policies and procedures that are approved by the
Board of Directors to ensure the effectiveness of the risk management process.

The main areas of financial risks faced by the Group and the Company and the policy in respect of the major areas of
treasury activity are set out as follows:-

31.1 Credit risk

Credit risk is the risk of a financial loss to the Group and the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. It is the Group’s policy to enter into financial instrument with a
diversity of creditworthy counterparties. The Group and the Company do not expect to incur material credit losses of
its financial assets or other financial instruments.

Concentration of credit risk exists when changes in economic, industry and geographical factors similarly affect the
group of counterparties whose aggregate credit exposure is significant in relation to the Group’s and the Company’s
total credit exposure. The Group’s and the Company’s portfolio of financial instrument is broadly diversified along
industry, product and geographical lines, and transactions are entered into with diverse creditworthy counterparties,
thereby mitigate any significant concentration of credit risk.

It is the Group’s and the Company’s policy that all customers who wish to trade on credit terms are subject to credit
verification procedures. The Group and the Company do not offer credit terms without the approval of the head of credit
control.

115
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

The main areas of financial risks faced by the Group and the Company and the policy in respect of the major areas of
treasury activity are set out as follows (cont’d):-

31.1 Credit risk (cont’d)

Maximum exposure of the Group and of the Company to credit risk is represented by the carrying amount of financial
assets recognised at reporting date summarised below:-

Group Company
2018 2017 2018 2017
RM RM RM RM

Trade receivables 65,632,441 35,243,575 - -


Other receivables 6,579,529 58,630,378 42,816,639 52,821
Fixed deposits with licensed banks 74,292,620 79,056,353 - -
Cash and bank balances 25,349,896 21,843,740 255,045 247,744

171,854,486 194,774,046 43,071,684 300,565

Following are the areas where the Group and the Company are exposed to credit risk:

(i) Trade receivables, other receivables and contract assets

The Group and the Company continuously monitor credit standing of customers and other counterparties,
identified either individually or by group, and incorporate this information into its credit risk controls. Where
available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are
obtained and used.

In managing credit risk of trade receivables, the Group and the Company manage its debtors and takes
appropriate actions (including but not limited to legal actions) to recover long overdue balances. The Group’s and
the Company’s debt recovery process are as follows:-

(a) Above 90 days past due after credit term, the Group and the Company will start to initiate together with
treasury team a structured debt recovery process which is monitored by the finance team; and
(b) The Group and the Company will commence a legal proceeding against the customers which having dispute.

The Group and the Company use an allowance matrix to measure ECLs who are having dispute with the trade
receivables for all segments.

The Group and the Company assessed the risk of loss based on the following factors:

(a) overall past trend payments of customers; and


(b) financial performances of each individual customers.

None of the Group’s and the Company’s financial assets are secured by collateral or other credit enhancements.

WIDAD GROUP BERHAD (857363-U)


116
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

The main areas of financial risks faced by the Group and the Company and the policy in respect of the major areas of
treasury activity are set out as follows (cont’d): -

31.1 Credit risk (cont’d)

Following are the areas where the Group and the Company are exposed to credit risk (cont’d):

(i) Trade receivables, other receivables and contract assets (cont’d)

Comparative information under MFRS 139

The ageing analysis of trade receivables of the Group are as follows:


Group
2017
RM

Neither past due nor impaired 26,688,285

Past due, not impaired


Past due 1-30 days 2,670,243
Past due 31-60 days 4,869,346
Past due 61-90 days 1,015,701
8,555,290

35,243,575

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy customers with good payment
records with the Group. None of the Group’s trade receivables that are neither past due nor impaired have been
renegotiated during the financial year.

Receivables that are past due but not impaired

The Group has trade receivables amounting RM8,555,290 were past due but not impaired. The Directors are of
the opinion that the receivables are collectible in view of long-term business relationship with the customers and
these relate to a number of independent customers for whom there is no recent history of default.

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

(ii) Cash and cash equivalents

The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable
financial institutions with high quality external credit ratings and have no history of default. Consequently, the
Group and the Company are of the view that the allowance is not material and hence, it is not provided for.

117
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

The main areas of financial risks faced by the Group and the Company and the policy in respect of the major areas of
treasury activity are set out as follows (cont’d): -

31.1 Credit risk (cont’d)

Following are the areas where the Group and the Company are exposed to credit risk (cont’d):

(iii) Intercompany loans and advances

The Group and the Company provide advances to the subsidiaries, related companies and holding company and
monitors the ability of the subsidiaries, related companies and holding company to repay the advances on an
individual basis.

Loans and advances provided are not secured by any collateral or supported by any other credit enhancements.

Generally, the Group and the Company consider loans and advances to subsidiaries, related companies and
holding company to have low credit risk. The Group and the Company assume that there is a significant increase
in credit risk when the subsidiaries’, related companies’ or holding company’s financial position deteriorates
significantly. As the Group and the Company are able to determine the timing of payments of the loans and
advances when they are payable, the Group and the Company consider the loans and advances to be in default
when the subsidiaries, related companies and holding company are not able to pay when demanded. The Group
and the Company consider the loan or advances to be credit impaired when the subsidiaries, related companies
and holding company are unlikely to repay their loan or advance to the Group or the Company in full, the loan
or advance is overdue for more than a year, or the subsidiaries, related companies and holding company are
continuously loss making and having deficit in shareholders’ funds.

The Group and the Company determine the probability of default for these loans and advances individually using
internal information available.

As at the end of the reporting period, there was no indication that the intercompany amounts are not recoverable.

In respect of trade and other receivables, the Group and the Company have no significant concentration of credit risk
with any single counterparty or any group of counterparties having similar characteristics, except for 90% (2017: 85%)
of the Group’s trade receivables as at the reporting date was due from four (2017: three) customers.

31.2 Liquidity risk

Liquidity risk is the risk that the Group and the Company will not be able to meet their financial obligations as and
when they fall due as a result of shortage of funds.

In managing its exposures to liquidity risk arises principally from its various payables, the Group and the Company
maintain a level of cash and cash equivalents deemed adequate by the management to ensure, as far as possible, that
it will have sufficient liquidity to meet its liabilities as and when they fall due.

The Group and the Company aim to maintain a balance of sufficient cash and deposits and flexibility in funding by
keeping diverse sources of committed and uncommitted credit facilities from various banks.

WIDAD GROUP BERHAD (857363-U)


118
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

The main areas of financial risks faced by the Group and the Company and the policy in respect of the major areas of
treasury activity are set out as follows (cont’d): -

31.2 Liquidity risk (cont’d)

Analysis of financial instruments by contractual maturities

The following table shows the areas where the Group and the Company are exposed to liquidity risk:-

Carrying Contractual Within 2 to 5 More than


amount cash flows 1 year years 5 years
RM RM RM RM RM
Group
2018
Trade payables 34,302,160 34,302,160 34,302,160 - -
Other payables 6,975,033 6,975,033 6,975,033 - -
Borrowings 145,925,891 159,607,141 36,893,919 97,633,453 25,079,769
Finance lease liabilities 1,307,457 1,423,677 568,799 829,296 25,582

188,510,541 202,308,011 78,739,911 98,462,749 25,105,351

2017

Trade payables 22,581,039 22,581,039 22,581,039 - -


Other payables 28,868,777 28,868,777 28,868,777 - -
Borrowings 183,737,597 199,178,847 52,072,546 120,858,634 26,247,667
Finance lease liabilities 1,463,380 1,596,686 597,755 894,850 104,081

236,650,793 252,225,349 104,120,117 121,753,484 26,351,748

Company
2018
Other payables 1,136,454 1,136,454 1,136,454 - -

2017
Other payables 851,819 851,819 851,819 - -

The above amounts reflect the contractual undiscounted cash flows, which may differ from the carrying values of the
financial liabilities at the reporting date.

31.3 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial
instruments will fluctuate because of changes in market interest rates.

The Group’s and the Company’s investments in fixed rate debt securities and finance lease liabilities are exposed
to a risk of change in their fair value due to changes in interest rates. The Group’s and the Company’s variable rate
borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Investments in equity
securities and short term receivables and payables are not significantly exposed to interest rate risk.

The Group’s and the Company’s interest rate management objective is to manage the interest expenses consistent
with maintaining an acceptable level of exposure to interest rate fluctuation. In order to achieve this objective, the
Group and the Company maintain fixed rate borrowings and floating debt based on assessment of their existing
exposure and desired interest rate profile. Thus, the interest rate risk exposure is minimal.

119
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

The main areas of financial risks faced by the Group and the Company and the policy in respect of the major areas of
treasury activity are set out as follows (cont’d):-

31.3 Interest rate risk (cont’d)

The interest rate profile of the Group’s and the Company’s significant interest-bearing financial instruments, based on
carrying amounts as at the end of the reporting date are as below:-

Group Company
2018 2017 2018 2017
RM RM RM RM
Fixed rate instruments
Financial asset
- Fixed deposits with licensed banks 74,292,620 79,056,353 - -

Financial liabilities
- Borrowings 90,000,000 110,000,000 - -
- Finance lease liabilities 1,307,457 1,463,380 - -

91,307,457 111,463,380 - -

Net financial liabilities (17,014,837) (32,407,027) - -

Floating rate instrument


Financial liability
- Borrowings 55,925,891 73,737,597 - -

Fair value sensitivity analysis for fixed rate instruments

The Group and the Company do not account for any fixed rate financial assets and liabilities at fair value through
profit or loss and do not designate derivatives as hedging instruments under a fair value hedge accounting model.
Therefore, a change in interest rates at the end of the reporting date would not affect profit or loss.

Fair value sensitivity analysis for floating rate instruments

The following table illustrates the sensitivity of profit to a reasonably possible change in interest rates of +/-25 (2017:
25) basis points (“bp”). These changes are considered to be reasonably possible based on observation of current
market conditions. The calculations are based on a change in the average market interest rate for each year, and the
financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are
held constant.

Group Company
Effect on profit/(loss) for the year
RM RM RM RM

2018 (+/-25bp) (139,815) 139,815 - -


2017 (+/-25bp) (184,344) 184,344 - -

WIDAD GROUP BERHAD (857363-U)


120
ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

31.4 Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.

To mitigate the Group’s and the Company’s exposure to foreign currency risk, the Group and the Company are exposed
to foreign currency risk on sales and purchases that are denominated in a currency other than the respective functional
currency of the Group and the Company. The currency giving rise to this risk is primarily Singapore Dollar (“SGD”),
United State Dollar (“USD”) and Renminbi (“RMB”).

The Group’s and the Company’s exposure to foreign currency risk, based on carrying amounts as at the end of the
reporting year is as follows:-

Denominated in
SGD USD RMB
RM RM RM
Group and Company
2018

Cash and bank balances 290 432 -

2017
Cash and bank balances 289 82,036 563

Foreign currency sensitivity analysis

The following table illustrates the sensitivity of profit or loss with regards to the Group’s and the Company’s financial
assets and the RM/SGD exchange rate, RM/USD exchange rate and RM/RMB exchange rate assuming all other things
being equal.

A +/-1% (2017: +/-1%) change in the RM/SGD, RM/USD and RM/RMB exchange rates at the reporting period is deemed
possible. Both of these percentages have been determined based on average market volatility in exchange rates in
the previous 12 months. The sensitivity analysis is based on the Group’s and the Company’s foreign currency financial
instruments held at each reporting date and also takes into account forward exchange contracts that offset effects
from changes in currency exchange rates.

If the RM had strengthened against the SGD, USD and RMB, then the impact would be as follows:-

Denominated in
SGD USD RMB
RM RM RM

2018 3 4 -
2017 3 820 6

If the RM had weakened against the SGD, USD and RMB, then the impact on profit for the financial year would be the
opposite.

Exposures to foreign exchange rates vary during the financial year depending on the volume of overseas transactions.
Nonetheless, the analysis above is considered to be representative of the Group’s and the Company’s exposure to
currency risk.

121
www.widadgroup.com
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2018 (CONT’D)

32. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets and liabilities of the Group and of the Company at reporting date approximate their
fair values due to the relatively short term nature of these financial instruments and insignificant impact of discounting.

It was not practicable to estimate the fair value of the Group’s and the Company’s investment in club membership due to
lack of comparable quoted prices in active market. In addition, it is impracticable to use valuation technique to estimate
the fair value reliably as a result of significant variability in the inputs of the valuation technique.

32.1 Fair values hierarchy

No fair value hierarchy had been disclosed for financial assets and financial liabilities as the Group and the Company
do not have financial instruments measured at fair value.

33. CAPITAL MANAGEMENT

The primary objective of the Group’s and of the Company’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratio in order to support its business and maximise shareholders’ value.

The Group and the Company manage its capital structure and make adjustments to it in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to
shareholders, return capital to shareholders or issue new share capital. No changes were made in the objective, policies
or processes during the financial year ended 31 December 2018 and financial year ended 31 December 2017.

34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

(a) Reverse acquisition plan - acquisition of WBSB and disposal of IJHK and IJX (including its subsidiaries):

On 10 July 2018, the Company completed the acquisition of 10,000,000 ordinary shares in WBSB for a purchase
consideration of RM520 million (“purchase consideration”).

The purchase consideration will be satisfied through a combination of cash and the issuance of 1,782,608,695 new
Company shares (“consideration shares”) at an issue price of RM0.23 per share with the remaining pay in cash RM110
million.

Upon completion of acquisition, on the same day, the Company disposed its subsidiaries, IJHK and IJX (including its
subsidiaries) to Oriental Dragon Incorporation Limited for a cash consideration of RM28,000,000.

(b) Change of name

On 4 December 2018, the Company changed its company name from Ideal Jacobs (Malaysia) Corporation Bhd. to
Widad Group Berhad.

WIDAD GROUP BERHAD (857363-U)


122
ANNUAL REPORT 2018
ANALYSIS OF SHAREHOLDINGS
AS AT 29 MARCH 2019

Total number of Issued Shares : 2,454,641,845


Class of Shares : Ordinary Shares
Voting Rights : One vote per ordinary share

SIZE OF SHAREHOLDINGS
as at 29 March 2019

Size of Holdings No. of Shareholders Total Holdings %

Less than 100 shares 7 86 0.00


100 – 1,000 shares 276 203,789 0.00
1,001 – 10,000 shares 791 5,426,500 0.22
10,001 – 100,000 shares 957 35,031,800 1.43
100,001 – below 5% of issued shares 246 374,487,642 15.26
5% and above of issued shares 5 2,039,492,028 83.09

2,282 2,454,641,845 100.00

DIRECTORS’ SHAREHOLDINGS
as at 29 March 2019

No. Name No. of Shares Held


Direct % Indirect %
1. Dato’ Feizal Mustapha @ Feizal Bin Mustapha - - - -
2. Dato’ Dr Mohd Rizal Mohd Jaafar - - - -
3. Tung Ghee Meng - - - -
4. Ong Kuan Wah - - - -
5. Cheng Ming Fui - - - -
6. Nor Adha Bin Yahya - - - -

SUBSTANTIAL SHAREHOLDERS
as at 29 March 2019

No. Name No. of Shares Held


Direct % Indirect %
1. Widad Business Group Sdn Bhd 1,701,358,695 69.31 - -
2. Tan Sri Muhammad Ikmal Opat Bin Abdullah 22,248,800 0.91 1,701,358,695(1) 69.31

Notes
(1)
Deemed interest by virtue of his interest in Widad Business Group Sdn. Bhd. pursuant to Section 8(4) of the Companies Act 2016.

123
www.widadgroup.com
ANALYSIS OF SHAREHOLDINGS
AS AT 29 MARCH 2019 (CONT’D)

THIRTY (30) LARGEST SHAREHOLDERS


as at 29 March 2019

NO. NAME NO. OF PERCENTAGE


SHARES HELD (%)

1. WIDAD BUSINESS GROUP SDN BHD 967,328,695 39.41

2. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 488,883,333 19.92


EXEMPT AN FOR KENANGA INVESTORS BHD

3. KENANGA NOMINEES (TEMPATAN) SDN BHD 233,280,000 9.50


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

4. KENANGA NOMINEES (TEMPATAN) SDN BHD 220,000,000 8.96


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

5. KENANGA NOMINEES (TEMPATAN) SDN BHD 130,000,000 5.30


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

6. BI NOMINEES (TEMPATAN) SDN BHD 52,000,000 2.12


WIDAD BUSINESS GROUP SDN BHD

7. ABB NOMINEE (TEMPATAN) SDN BHD 50,000,000 2.04


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

8. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 48,750,000 1.99


PLEDGED SECURITIES ACCOUNT-KENANGA INVESTORS BERHAD FOR WIDAD
BUSINESS GROUP SDN BHD

9. KENANGA NOMINEES (TEMPATAN) SDN BHD 29,216,000 1.19


PLEDGED SECURITIES ACCOUNT FOR MASNAWI BIN ATON

10. KENANGA NOMINEES (TEMPATAN) SDN BHD 21,522,000 0.88


PLEDGED SECURITIES ACCOUNT FOR MUHAMMAD IKMAL OPAT BIN ABDULLAH

11. FOO CHONG LEE 17,436,400 0.71

12. HEAH THEARE HAW 16,000,000 0.65

13. CITIGROUP NOMINEES (ASING) SDN BHD 12,366,667 0.50


EXEMPT AN FOR KENANGA INVESTORS BHD

14. M & A NOMINEE (ASING) SDN BHD 8,856,000 0.36


PLEDGED SECURITIES ACCOUNT FOR MENG BIN

15. KENANGA NOMINEES (TEMPATAN) SDN BHD 6,400,000 0.26


PLEDGED SECURITIES ACCOUNT FOR CHIN KEAN PING

16. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 5,241,500 0.21


PLEDGED SECURITIES ACCOUNT FOR CHIN KEAN PING

17. MOHD ROSLI BIN SANDERI 4,663,000 0.19

18. MAYBANK NOMINEES (TEMPATAN) SDN BHD 4,612,000 0.19


- EYO SZE GUAN

19. CIMSEC NOMINEES (TEMPATAN) SDN BHD 3,395,000 0.14


CIMB BANK FOR WEE CHENG KWAN

WIDAD GROUP BERHAD (857363-U)


124
ANNUAL REPORT 2018
ANALYSIS OF SHAREHOLDINGS
AS AT 29 MARCH 2019 (CONT’D)

THIRTY (30) LARGEST SHAREHOLDERS


as at 29 March 2019 (cont’d)

NO. NAME NO. OF PERCENTAGE


SHARES HELD (%)

20. MAYBANK NOMINEES (TEMPATAN) SDN BHD 3,300,000 0.13


- LEE KHAR HUEI

21. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 2,818,700 0.11


PLEDGED SECURITIES ACCOUNT FOR LEE YEN YEN

22. GAM TONG KEONG 2,400,000 0.10

23. MENG BIN 2,299,075 0.09

24. CHIN KEAN PING 2,126,100 0.09

25. ISMAIL BIN ABDUL RAHMAN 2,000,000 0.08

26. KENANGA NOMINEES (TEMPATAN) SDN BHD 1,880,000 0.08


PLEDGED SECURITIES ACCOUNT FOR LEE CHIN LOONG

27. CHEW KUAN FAH 1,700,000 0.07

28. SJ SEC NOMINEES (TEMPATAN) SDN BHD 1,685,900 0.07


PLEDGED SECURITIES ACCOUNT FOR AHMAD FARIS BIN ABDUL HALIM

29. AFFIN HWANG NOMINEES (TEMPATAN) SDN BHD 1,670,000 0.07


PLEDGED SECURITIES ACCOUNT FOR WEE CHENG KWAN

30. PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,500,000 0.06


PLEDGED SECURITIES ACCOUNT FOR ONG YEW BENG

125
www.widadgroup.com
ANALYSIS OF WARRANTHOLDINGS
AS AT 29 MARCH 2019

No. of Warrants in issue : 490,928,369


Exercise price of the Warrants : RM0.35
Expiry date of the Warrants : 5 August 2023

SIZE OF WARRANTHOLDINGS
as at 29 March 2019

Size of Holdings No. of Shareholders Total Holdings %


Less than 100 warrants 88 2,903 0.00
100 – 1,000 warrants 348 159,190 0.03
1,001 – 10,000 warrants 631 2,848,840 0.58
10,001 – 100,000 warrants 421 16,568,600 3.37
100,001 – below 5% of issued warrants 173 141,769,736 28.88
5% and above of issued warrants 6 329,579,100 67.14

1,667 490,928,369 100.00

DIRECTORS’ WARRANTHOLDINGS
as at 29 March 2019

No. Name No. of Shares Held


Direct % Indirect %
1. Dato’ Feizal Mustapha @ Feizal Bin Mustapha - - - -
2. Dato’ Dr Mohd Rizal Mohd Jaafar 38,000,000 7.74 - -
3. Tung Ghee Meng - - - -
4. Ong Kuan Wah - - - -
5. Cheng Ming Fui - - - -
6 Nor Adha Bin Yahya - - - -

SUBSTANTIAL WARRANTHOLDERS
as at 29 March 2019

No. Name No. of Shares Held


Direct % Indirect %
1. Widad Business Group Sdn Bhd 263,587,639 53.69 - -
2. Tan Sri Muhammad Ikmal Opat bin Abdullah 5,000,000 1.02 263,587,639(1) 53.69
3. Dato’ Dr Mohd Rizal Mohd Jaafar 38,000,000 7.74 - -
4. Chew Hun Seng 30,000,000 6.11 - -
5. CGS-CIMB Securities (Hong Kong) Limited 28,913,200 5.89 - -

Notes
(1)
Deemed interest through warrantholdings in Widad Business Group Sdn Bhd by virtue of Section 8 of the Companies Act 2016.

WIDAD GROUP BERHAD (857363-U)


126
ANNUAL REPORT 2018
ANALYSIS OF WARRANTHOLDINGS
AS AT 29 MARCH 2019 (CONT’D)

THIRTY (30) LARGEST WARRANTHOLDERS


as at 29 March 2019

NO. NAME NO. OF PERCENTAGE


SHARES HELD (%)

1. KENANGA NOMINEES (TEMPATAN) SDN BHD 162,100,000 33.02


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

2. KENANGA NOMINEES (TEMPATAN) SDN BHD 40,800,000 8.31


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

3. KENANGA NOMINEES (TEMPATAN) SDN BHD 38,000,000 7.74


PLEDGED SECURITIES ACCOUNT FOR MOHD RIZAL MOHD JAAFAR

4. M & A NOMINEE (TEMPATAN) SDN BHD 30,000,000 6.11


PLEDGED SECURITIES ACCOUNT FOR CHEW HUN SENG

5. KENANGA NOMINEES (TEMPATAN) SDN BHD 29,765,900 6.06


PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

6. CIMSEC NOMINEES (TEMPATAN) SDN BHD 28,913,200 5.89


EXEMPT AN FOR CGS-CIMB SECURITIES (HONG KONG) LIMITED

7. LEE PEI MEI 14,000,000 2.85

8. CHIN KEAN PING 12,425,220 2.53

9. WIDAD BUSINESS GROUP SDN BHD 10,521,739 2.14

10. BI NOMINEES (TEMPATAN) SDN BHD 10,400,000 2.12


- WIDAD BUSINESS GROUP SDN BHD

11. ABB NOMINEE (TEMPATAN) SDN BHD 10,000,000 2.04


- PLEDGED SECURITIES ACCOUNT FOR WIDAD BUSINESS GROUP SDN BHD

12. MASNAWI BIN ATON 8,920,000 1.82

13. KENANGA NOMINEES (TEMPATAN) SDN BHD 5,000,000 1.02


PLEDGED SECURITIES ACCOUNT FOR MUHAMMAD IKMAL OPAT BIN ABDULLAH

14. KENANGA NOMINEES (TEMPATAN) SDN BHD 4,288,500 0.87


PLEDGED SECURITIES ACCOUNT FOR CHIN KEAN PING

15. FOO CHONG LEE 3,487,280 0.71

16. SEOW KOK LEONG 2,479,400 0.51

17. GAN BO TAN 1,855,000 0.38

18. HEAH THEARE HAW 1,700,000 0.35

19. MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,687,540 0.34


PLEDGED SECURITIES ACCOUNT FOR LEE YEN YEN

20. MOHD ROSLI BIN SANDERI 1,670,000 0.34

127
www.widadgroup.com
ANALYSIS OF WARRANTHOLDINGS
AS AT 29 MARCH 2019 (CONT’D)

THIRTY (30) LARGEST WARRANTHOLDERS


as at 29 March 2019 (cont’d)

NO. NAME NO. OF PERCENTAGE


SHARES HELD (%)

21. TA NOMINEES (TEMPATAN) SDN BHD 1,491,000 0.30


PLEDGED SECURITIES ACCOUNT FOR WAN AZUAN BIN AWANG

22. KENANGA NOMINEES (TEMPATAN) SDN BHD 1,173,000 0.24


PLEDGED SECURITIES ACCOUNT FOR LEE CHIN LOONG

23. LEE CHIN LOONG 1,165,000 0.24

24. M & A NOMINEE (ASING) SDN BHD 1,009,420 0.21


PLEDGED SECURITIES ACCOUNT FOR MENG BIN

25. HSBC NOMINEES (ASING) SDN BHD 1,002,000 0.20


- BNP PARIBAS SECS SVS PARIS FOR GLOBAL PRIME PARTNERS LTD

26. HASMA BINTI BASIR 1,000,000 0.20

27. CIMB INVESTMENT BANK BERHAD 1,000,000 0.20


- EXEMPT AN CLR (CKOF520) FOR CIMB SECURITIES LIMITED

28. PETER TING WEI CHEE 1,000,000 0.20

29. KENANGA NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.20


- RAKUTEN TRADE SDN BHD FOR MOHD HISHAM BIN HAJA NAJMUDDEEN

30. SAMSULBAHARI BIN MOHD NOOR 900,000 0.18

WIDAD GROUP BERHAD (857363-U)


128
ANNUAL REPORT 2018
OTHER DISCLOSURE REQUIREMENTS

1. AUDIT FEES AND NON-AUDIT FEES

During the financial year ended 31 December 2018, the amount of audit fees and non-audit fees paid or payable to the
Company and the Group are as follows:

GROUP (RM) COMPANY (RM)

Audit Fees 163,000 45,000

Non-Audit Fees 18,800 4,800

2. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANS


There were no material contracts entered into by the Group which involved Directors’ interest during the financial year.

3. REVALUATION OF LANDED PROPERTIES


Not applicable.

4. PROFIT GUARANTEE
The Company did not provide any profit guarantee during the financial year.

5. RECURRENT RELATED PARTY TRANSACTIONS


During the financial year ended 31 December 2018, there were some related party transaction which are summarised as
follows:

GROUP

2018 (RM’000) 2017 (RM ‘000)

Management fee charge by Company to Widad Builders Sdn Bhd 10,826 21,400
as a provision of administrative and project related services and
any other services such as human resources services, finance
and administrative services.

Rental of premises charged by Widad Builders Sdn Bhd to 322 -


Dataprep Holding Berhad

Notes :
Widad Builders Sdn Bhd is a subsidiary of Widad Group Berhad. The principal activities of this subsidiary is general trading, construction and providing full facility
management and mechanical and electrical maintenance, care and improvement.

Dataprep Holding Berhad is a subsidiary of Widad Business Group which is an ultimate holding for Widad Group Berhad. The principal activities of the Company
are investment holding and provision of management services to subsidiaries.

129
www.widadgroup.com
LIST OF PROPERTIES
AS AT 31 DECEMBER 2018

NET BOOK VALUE


AGE OF
EXISTING BUILT-UP/ DATE OF AS AT
DESCRIPTION LOCATION TENURE BUILDING
USE LAND AREA ACQUISITION 31 DECEMBER 2018
(YEARS)
(RM’000)
12 storey Office Jalan Semantan, 132,945 sqft Leasehold for 99 21 18 October 2013 44,568
office building Damansara Heghts, /17,305 sqft years expiring on
Kuala Lumpur 30 January 2073
5-storey shop- Vacant Alam Avenue 2, 9,220 sqft Freehold 4 30 January 2014 5,031
office Section 16, Shah Alam /1,856 sqft

WIDAD GROUP BERHAD (857363-U)


130
ANNUAL REPORT 2018
WIDAD GROUP BERHAD
(FORMERLY KNOWN AS IDEAL JACOBS (MALAYSIA) CORPORATION BHD)
(Company No: 857363 U)
(Incorporated in Malaysia)

No. of ordinary shares held


FORM OF PROXY
(Before completing this form please refer to the notes below)

I/We ....…………………………………………...........................…….……………………………………...........................…………………………………………...............
(Full name in block letters)

I/C No./Co. No./CDS A/C No ………….………….................................…………… of …………………………………………………………………………………………

…………………………………………...........................…….……………………………………...........................…………………………………............………...............
(Full address)

being a member/members of WIDAD GROUP BERHAD (FORMERLY KNOWN AS IDEAL JACOBS (MALAYSIA) CORPORATION BHD)
hereby appoint the following person(s):-

Name of proxy, NRIC No. & Address No. of shares to be represented by proxy

1. ………………………………………………..……………………………………………………………

………………………………………………..…………………………………………………………… ...........................................................................

2. ………………………………………………..……………………………………………………………

………………………………………………..…………………………………………………………… ...........................................................................

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Tenth Annual General
Meeting (“AGM”) of the Company to be held at Petra 2 Room, Tower 4, Level 2, Royal Widad Residence @ UTMKL, Jalan Maktab, 54100
Kuala Lumpur on Friday, 28 June 2019 at 10.00 a.m.. My/our proxy/proxies is/are to vote as indicated below:-

FIRST PROXY SECOND PROXY


ORDINARY RESOLUTIONS
For Against For Against
1 - Payment of Directors’ Fees amounting to RM148,439.00 for the financial year
ended 31 December 2018.
2 – Payment of Directors’ Fees and benefits up to RM400,000.00 from 1 July 2019
until the next AGM of the Company.
3 - Re-election of Director, Dato’ Feizal Mustapha @ Feizal Bin Mustapha.
4 - Re-election of Director, Dato’ Dr Mohd Rizal Mohd Jaafar.
5 - Re-election of Director, Mr. Tung Ghee Meng.
6 - Re-election of Director, Mr. Ong Kuan Wah.
7 - Re-election of Director, Ms. Cheng Ming Fui.
8 - Re-election of Director, Mr. Nor Adha Bin Yahya.
9 - Re-appointment of Messrs. Grant Thornton Malaysia as Auditors.
10 - Authority to issue shares.
11 - Proposed Renewal of Shareholders’ Mandate.

(Please indicate with a “√” or “X” in the space provided how you wish your vote(s) to be cast. If no instruction as to voting is given, the
proxy will vote or abstain from voting at his/her discretion.) All votings will be conducted by way of poll.

Dated this ……………….. day of ………......…………………… 2019 ……………………………............................


Signature/Common Seal
Notes:-
1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the Tenth AGM, the Company shall be requesting the Record of Depositors as at 20 June 2019. Only
a depositor whose name appears on the Record of Depositors as at 20 June 2019 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her behalf.

2. A member may appoint up to two (2) proxies who need not be members of the Company to attend, speak and vote at the same meeting. Where a member appoints two (2) proxies,
the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.


3. Where a member is an authorised nominee as defined under the Central Depositories Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect
of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

4. Where a member of the company is an exempt authorised nominee which holds ordinary shares in the company for multiple beneficial owners in one securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.

5. The instrument appointing a proxy, in the case of an individual, shall be signed by the appointer or by his attorney duly authorised in writing, and in the case of a corporation, shall
be executed under its Common Seal or under the hand of an officer or attorney of the corporation duly authorised.

6. The Form of Proxy shall be deposited at the Registered Office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less
than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.
THE COMPANY SECRETARY

WIDAD GROUP BERHAD


(formerly known as Ideal Jacobs (Malaysia) Corporation Bhd.)
(Incorporated in Malaysia)

Level 15-2, Bangunan Faber Imperial Court,


Jalan Sultan Ismail,
50250 Kuala Lumpur

You might also like