Cahya Mata Sarawak : Audited Financial Statements 2022

		WHO WE ARE	4 - 9
		AT A GLANCE	10 - 11
		STRATEGIC BUSINESS CONTEXT	12 - 26
		SUSTAINABILITY STATEMENT	27 - 37
		GOVERNANCE & RISK MANAGEMENT	38 - 72
FINANCIALANNUAL GENERAL MEETING 2023	246 - 267
		FINANCIAL STATEMENTS	73 - 234
		ADDITIONAL INFORMATION	235 - 245
STATEMENT
Directors' Report	74	- 80
Statement by Directors and Statutory Declaration		81
Independent Auditors' Report	82	- 86
Statements of Profit or Loss and Other Comprehensive Income	87	- 88
Statements of Financial Position	89	- 90
Statements of Changes in Equity	91	- 93
Statements of Cash Flows	94	- 99
Notes to the Financial Statements	100 - 234

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Cahya Mata Sarawak Berhad | Annual Report 2022

DIRECTORS' REPORT

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2022.

PRINCIPAL ACTIVITIES

The Company is principally an investment holding company. It also provides centralised treasury functions to the Group.

The Group is principally engaged in manufacturing of cement, construction, road maintenance, township, property & infrastructure development and provision of oilfield equipment, supplies and services. The principal activities of the subsidiaries are set out in Note 18 to the financial statements.

Other than the newly acquired subsidiaries which involved in the provision of oilfield equipment, supplies and services, there have been no significant changes in the nature of the principal activities during the year.

RESULTS
		Group	Company
		RM'000	RM'000
Profit for the year attributable to:
-	Owners of the Company	287,134	103,599
-	Non-controlling interests	2,792	-
		289,926	103,599

RESERVES AND PROVISIONS

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

ISSUE OF SHARES AND DEBENTURES

There were no issuance of shares or debentures during the financial year.

TREASURY SHARES

As at 31 December 2022, the number of treasury shares were 200,000 and the outstanding ordinary shares in issue after set- off of treasury shares was therefore 1,074,175,720.

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DIRECTORS' REPORT

WHO WE ARE			4 - 8
AT A GLANCE		10 - 11
STRATEGIC BUSINESS CONTEXT		12 - 26
SUSTAINABILITY STATEMENT	27 - 37
GOVERNANCE & RISK MANAGEMENT	38 - 72
FINANCIAL STATEMENTS	73	- 234
ADDITIONAL INFORMATION	235	- 245
ANNUAL GENERAL MEETING 2023	246	- 267

DIVIDENDS

Since the end of the previous financial year, the Company paid on 30 June 2022 a first and final tax exempt (single-tier) dividend of 2.00 sen per ordinary share, totalling RM21,484,000 in respect of the financial year ended 31 December 2021.

At the forthcoming Annual General Meeting, a first and final tax exempt (single-tier) dividend in respect of the financial year ended 31 December 2022, of 3.00 sen per share will be proposed for shareholders' approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2023.

DIRECTORS

The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:

General Dato' Seri DiRaja Tan Sri (Dr.)

Mohd Zahidi bin Haji Zainuddin (Retired)
Dato Sri Mahmud Abu Bekir Taib
Dato Sri Sulaiman Abdul Rahman b Abdul Taib
Tan Sri Datuk Amar (Dr.) Haji
Abdul Aziz bin Dato Haji Husain
Dato' Maznah binti Abdul Jalil
Umang Nangku Jabu
Dr. Khor Jaw Huei
Jeyabalan A/L S.K. Parasingam
Datuk Ir. Kamarudin bin Zakaria	(Retired on 27 May 2022)

Pursuant to Section 253 of the Companies Act 2016, the list of directors of the subsidiaries who served during the financial year and up to the date of this report, not including those directors mentioned above, is as follows:

Al Rabi'a Lacheheb
Chief Samuel Odu Ezediaro
Datu Haji Muhamad Yakup bin Kari
Datuk Amar Haji Mohammad Ali Mahmud
Derek Chee Huong Xing
Dr Baskaran A/L Anandan
Emily Hii San San
Fariz Salleh bin Mohamad Ali
Datu Haji Abdul Hadi bin Datuk Haji Abdul Kadir
Grant Porter
Goh Say Jauw	(Appointed on 3 March 2022)

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Cahya Mata Sarawak Berhad | Annual Report 2022

DIRECTORS' REPORT

DIRECTORS (CONTD.)

Pursuant to Section 253 of the Companies Act 2016, the list of directors of the subsidiaries who served during the financial year and up to the date of this report, not including those directors mentioned above, is as follows: (contd.)

Haji Othman bin Abdul Rani
Ir. Dr. Md Zarulazam bin Md Eusofe	(Appointed on 18 April 2022)
Iskandar bin Matjani	(Appointed on 28 July 2022)
Kanesan A/L Veluppillai
Karl Vink @ Khalid Abdullah
Mastura binti Mansor
Muhammad Farook
Mohamed Sirajkumar bin Abdul Razack
Mok Chek Wei
Mukhnizam bin Mahmud	(Appointed on 8 July 2022)
Nelson Roan Kebing
Norasazly bin Mohd Taha
Norhafiza binti Mohd	(Appointed on 7 March 2022)
Norhafizal bin Johari	(Appointed on 8 July 2022)
Raja Hisham Muddin bin R Mohd Iskandar	(Appointed on 24 January 2022)
Ramesh A/L Ramankutty
Ramesh Veetikat Ramachandran	(Appointed on 13 January 2023)
Rana Mitra
Rashad Muhammad Alzubair Alzubair
Shahrudin bin Abd Rahman	(Appointed on 11 January 2023)
Shyawalludien bin Mahmud
Stephen Abednigo
Sultan Obaid Said Al Ghaith
Chen King Yu	(Ceased on 7 July 2022 as alternate to Emily Hii San San)
Datuk Hasmi bin Hasnan	(Resigned on 8 November 2022)
Lee Wen Giat	(Resigned on 13 May 2022)
Lim Lee Wan	(Resigned on 13 May 2022)
Mohammad Farish Nizar bin Othman	(Resigned on 13 May 2022)
Suhadi bin Sulaiman	(Resigned on 8 July 2022)

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DIRECTORS' REPORT

WHO WE ARE			4 - 8
AT A GLANCE		10 - 11
STRATEGIC BUSINESS CONTEXT		12 - 26
SUSTAINABILITY STATEMENT	27 - 37
GOVERNANCE & RISK MANAGEMENT	38 - 72
FINANCIAL STATEMENTS	73	- 234
ADDITIONAL INFORMATION	235	- 245
ANNUAL GENERAL MEETING 2023	246	- 267

DIRECTORS' BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than those arising from the share options granted under the Employees' Share Option Scheme.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown below) by reason of a contract made by the Company or a related corporation with any director or with a firm of which the director is a member, or with a Company in which the director has a substantial financial interest, except as disclosed in Note 39 to the financial statements.

EMPLOYEES' SHARE OPTION SCHEME

At an Extraordinary General Meeting held on 12 November 2020, the shareholders approved the Employees' Share Option Scheme (ESOS) for the granting of non-transferable options that are settled by physical delivery of the ordinary shares of the Company, to eligible executive directors and eligible employees of the Company and/or its eligible subsidiaries.

The committee administering the ESOS comprises the following directors:

Dr. Khor Jaw Huei

Dato' Maznah binti Abdul Jalil

Umang Nangku Jabu

The salient features and other terms of the ESOS are disclosed in Note 36 to the financial statements.

The Company granted 60,607,500 share options under the ESOS in 2020. These options will expire on 12 November 2024 and are exercisable at an exercise price of RM1.14 per share if vesting conditions as detailed in Note 36 to the financial statements are met.

Details of options granted to directors are disclosed in the section on Directors' interests in this report.

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