CONTENTS

2 Notice of Annual General Meeting 39 Independent Auditors’ Report

6 Statement Accompanying Notice of AGM 41 Statements Of Profit Or Loss

7 Corporate Information 42 Statements of Comprehensive Income

8 Group Structure 43 Statement of Financial Position

9 Profile of Board of Directors 45 Statement of Changes in Equity

12 Chairman’s Statement 48 Statement of Cash Flows

15 Group Financial Highlights 50 Notes to the Financial Statements

17 Corporate Governance Statement 116 Analysis of Shareholdings

26 Corporate Social Responsibility 118 List of Properties

27 Statement On Risk Management Proxy Form

And Internal Control

29 Report on Audit Committee

33 Statements of Directors’ Responsibilities

34 Directors’s Report

38 Statement by Directors

38 Statutory Declaration
 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-First Annual General Meeting of the Company will be held at Level 6,
Orchid Room, Berjaya Waterfront Hotel Johor Bahru (formerly known as The Zon Regency Hotel By The Sea), 88,
Jalan Ibrahim Sultan, Stulang Laut, 80720 Johor Bahru, Johor Darul Takzim on Thursday, 31 July 2014 at 12.00 noon
for the following purposes :-

AGENDA

AS ORDINARY BUSINESS

1. To lay the Audited Financial Statements for the financial year ended 31 January 2014 Please refer to
together with the Directors’ and Auditors’ Reports thereon. NOTE A

2. To declare a Final Single-tier dividend of 1.25 sen per share for the financial year ended Resolution 1
31 January 2014.

3. To approve the payment of Directors’ Fees of RM350,000.00 for the financial year ended Resolution 2
31 January 2014.

4. To re-elect the following Directors who retire in accordance with Article 107 of the
Company’s Articles of Association :-

(i) TUAN HAJI HASSAN BIN IBRAHIM [Independent Non-Executive Director] Resolution 3
(ii) MR LIM CHERN YUAN [Executive Director] Resolution 4

5. To re-appoint MESSRS ERNST & YOUNG as Auditors of the Company to hold office until Resolution 5
the conclusion of the next Annual General Meeting at a remuneration to be fixed by the
Directors.

AS SPECIAL BUSINESS
2
To consider and if thought fit, to pass with or without modifications, the following
Resolutions :-

ORDINARY RESOLUTIONS

6. Proposed Authority to Directors to issue new shares under Section 132D of the Companies
Act, 1965

“THAT the Directors of the Company be and are hereby authorised, pursuant to Section Resolution 6
132D of the Companies Act, 1965, to issue shares in the Company at any time until the
conclusion of the next Annual General Meeting and upon such terms and conditions and
for such purposes as the Directors may in their absolute discretion deem fit, provided that
the aggregate number of shares to be issued pursuant to this resolution does not exceed
10 percent of the issued share capital of the Company for the time being, subject always
to the approval of all relevant regulatory bodies being obtained for such allotments and
issues.”

YINSON HOLDINGS BERHAD

 Notice Of Annual General Meeting (cont’d)

ORDINARY RESOLUTIONS

7. Proposed Renewal of Shareholders’ Mandate for Recurrent Transactions of a Revenue or
Trading Nature

“THAT approval be and is hereby given pursuant to paragraph 10.09 of Chapter 10 of the Resolution 7
Listing Requirements of Bursa Malaysia Securities Berhad, for the Company’s subsidiaries
to enter into recurrent related party transactions of a revenue or trading nature which
are set out in Section 3.2 of the Circular to Shareholders dated 9 July 2014, provided that
such transactions are of a revenue or trading nature which are necessary for the YINSON
Group’s day-to-day operations, made at arm’s length basis and on normal commercial
terms which are no more favourable to the related parties than those extended to the
public and are not detrimental to the minority shareholders of the Company ; AND

THAT such approval is subject to annual renewal and shall commence upon the passing
of this resolution and shall continue to be in force until:-

(a) the conclusion of the next annual general meeting of the Company, at which time
it will lapse, unless by a resolution passed at the general meeting, the authority is
renewed ;

(b) the expiration of the period within which the next annual general meeting after
that date is required to be held pursuant to Section 143(1) of the Companies Act,
1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant to
Section 143(2) of the Act) ; or

(c) revoked or varied by resolution passed by the shareholders in a general meeting ;

whichever occurs first ; AND

THAT the Directors of the Company be and are hereby authorised to complete and do 3
all such acts and things (including executing all such documents as may be required)
as they may consider expedient or necessary or in the interests of the Company to give
effect to the transactions contemplated and/or authorised by this ordinary resolution.”

8. Continuing in Office as Independent Non-Executive Directors

(i) DATO’ ADI AZMARI BIN B.K. KOYA MOIDEEN KUTTY Resolution 8

“THAT authority be and is hereby given to DATO’ ADI AZMARI BIN B.K. KOYA MOIDEEN
KUTTY who has served as an Independent Non-Executive Director of the Company for
a cumulative term of more than nine (9) years, to continue to act as an Independent
Non-Executive Director of the Company.”

(ii) MR KAM CHAI HONG Resolution 9

“THAT authority be and is hereby given to MR KAM CHAI HONG who has served
as an Independent Non-Executive Director of the Company for a cumulative term
of more than nine (9) years, to continue to act as an Independent Non-Executive
Director of the Company.”

(iii) TUAN HAJI HASSAN BIN IBRAHIM Resolution 10

“THAT subject to the passing of Resolution 3, authority be and is hereby given to
TUAN HAJI HASSAN BIN IBRAHIM who has served as an Independent Non-Executive
Director of the Company for a cumulative term of more than nine (9) years, to
continue to act as an Independent Non-Executive Director of the Company.”

Annual Report 2014

 Notice Of Annual General Meeting (cont’d)

9.To transact any other business of which due notice shall have been given in accordance with the Companies
Act, 1965 and the Company’s Articles of Association.

NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the Twenty-First Annual
General Meeting, a Final Single-tier Dividend of 1.25 sen per share in respect of the financial year ended 31
January 2014 will be paid on 12 September 2014 to Depositors registered in the Records of Depositors at the
close of business on 15 August 2014.

A Depositor shall qualify for entitlement only in respect of :-

(a) Shares transferred into the Depositor’s securities account before 4.00 p.m. on 15 August 2014 in respect
of ordinary transfers ;

(b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the
Rules of the Bursa Malaysia Securities Berhad.

By Order of the Board

TAN SOO LEONG (f)

(MACS 01516)
Company Secretary

Johor Bahru
Date: 9 July 2014

4 Notes :-

(A) This Agenda item is meant for discussion only. The provision of Section 169(1) of the Companies Act, 1965 does not
require a formal approval of the shareholders for the Audited Financial Statements and hence, this Agenda item is
not put forward for voting.

(1) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote
in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the
Companies Act, 1965 shall not apply.

(2) Where a member appoints two (2) or more proxies, the appointments shall be invalid unless he/she specifies the
proportions of his /her shareholdings to be represented by each proxy.

(3) 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 authorised nominee may appoint in respect of each omnibus account it holds.

(4) Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two
(2) proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument
appointing the proxies.

(5) The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly
authorised in writing or, if the appointer is a corporation, either under its Common Seal or under the hand of an
officer or attorney duly authorised.

(6) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a
certified copy of that power or authority shall be deposited at the Company’s Registered Office at 25, Jalan Firma
2, Kawasan Perindustrian Tebrau IV, 81100 Johor Bahru, Johor Darul Takzim not less than forty-eight (48) hours before
the time for holding the meeting or any adjournment thereof.

(7) Depositers whose name appear in the Record of Depositors as at 25 July 2014 shall be regarded as Member of the
Company entitled to attend the Annual General Meeting or appoint a proxy to attend and vote on his/her behalf.

YINSON HOLDINGS BERHAD

 Notice Of Annual General Meeting (cont’d)

Explanatory Notes on Special Business

Resolution 6

(i) The proposed ordinary resolution under Item 6 above, if passed, will empower the Directors of the Company from the
date of the above Annual General Meeting, authority to allot and issue securities in the Company up to an amount not
exceeding in total 10% of the issued capital of the Company for such purposes as the Directors consider would be in
the interest of the Company. This authority, unless revoked or varied at a General Meeting will expire at the next Annual
General Meeting.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion proposals
involves the issue of new shares, the Directors, under certain circumstances 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 issued capital

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 shares in the Company, up to any amount not
exceeding in total 10% of the issued share capital of the Company for the time being for such purposes. The renewal
authority for allotment of shares will provide flexibility to the Company for the allotment of shares for the purpose of
funding future investment, working capital and / or acquisitions.

The General Mandate procured and approved in the preceding year 2013 which was not exercised by the Company
during the year, will expire at the forthcoming Twenty-First AGM of the Company.

Resolution 7

(ii) Please refer to Circular to Shareholders dated 9 July 2014 in relation to the Proposed Renewal of Shareholders’ Mandate
for Recurrent Related Party Transactions of a Revenue or Trading Nature.

Resolution 8

(iii) The Nomination Committee has assessed the independence of Dato’ Adi Azmari bin B. K. Koya Moideen Kutty who
has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years
and recommended him to continue to act as an Independent Non-Executive Director of the Company based on the 5
following justifications :-

a. he fulfilled the criteria under the defination of Independent Director as stated in the Main Market Listing Requirements
of Bursa Securities and thus, he would be able to function as a check and balance, bring an element of objectivity
to the Board ;

b. he has been with the Company for more than 9 years and is familiar with the Group’s business operations.

Resolution 9

(iv) The Nomination Committee has assessed the independence of Mr Kam Chai Hong who has served as an Independent
Non-Executive Director of the Company for a cumulative term of more than nine years and recommended him to
continue to act as an Independent Non-Executive Director of the Company based on the following justifications :-

a. he fulfilled the criteria of an Independent Director pursuant to the Main Market Listing Requirements of Bursa
Securities and his vast experience in the accounting and finance industry would enable him to provide the Board
with a diverse set of experience, expertise and independent judgement to better manage and run the Group ;

b. he has exercised due care during his tenure as an Independent Non-Executive Director of the Company and
carried out his professional duties in the interest of the Company and shareholders.

Resolution 10

(v) The Nomination Committee has assessed the independence of Tuan Haji Hassan bin Ibrahim who has served as an
Independent Non-Executive Director of the Company for a cumulative term of more than nine years and recommended
him to continue to act as an Independent Non-Executive Director of the Company based on the following justifications
:-

a. he fufilled the criteria under the defination of Independent Director as stated in the Main Market Listing Requiements
of Bursa Securities and his vast experience of more than 30 years in the legal background would enable him to
provide the Board with a diverse set of experience, expertise and independent judgement to better manage and
run the Group ;

b. he has devoted sufficient time and attention to the professional obligations for informed and balanced decision
making.
Annual Report 2014
 STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING

1. Directors standing for re-election.

The Directors who are offering themselves for re-election are :-

* Tuan Haji Hassan Bin Ibrahim (64), Malaysian

Independent Non-Executive Director
- Interest in securities in the Company : Nil ;

* Lim Chern Yuan (30), Malaysian

Executive Director
- Interest in securities in the Company : 30,600 fully paid ordinary shares of RM1.00 each (Direct) ;

The details of the above Directors who are standing for re-election are set out in the Directors’ Profile on
Page 8 to 9 of this Annual Report.

2. Details of Attendance of Directors at Board of Directors’ Meetings

There were 6 Board of Directors’ Meetings held during the financial year ended 31 January 2014. The details
of the attendance of the Directors are as follows :-

Name of Directors Attendance

Dato’ Adi Azmari bin B. K. Koya Moideen Kutty 6/6

Mr Lim Han Weng 6/6
Madam Bah Kim Lian 6/6
Mr Lim Han Joeh 6/6
Mr Kam Chai Hong 6/6
Mr Bah Koon Chye 6/6
6 Tuan Haji Hassan bin Ibrahim 6/6
Mr Lim Chern Yuan 6/6

3. Place, date and time of the Twenty-First Annual General Meeting

The Twenty-First Annual General Meeting is scheduled to be held on Thursday, 31 July 2014 at Level 6,
Orchid Room, Berjaya Waterfront Hotel Johor Bahru (formerly known as The Zon Regency Hotel by The Sea),
88, Jalan Ibrahim Sultan, Stulang Laut, 80720 Johor Bahru, Johor Darul Takzim at 12 noon.

YINSON HOLDINGS BERHAD

 CORPORATE INFORMATION

BOARD OF DIRECTORS

1. Mr. Lim Han Weng

Group Executive Chairman

5 8
6 2. Mr. Lim Chern Yuan
7 Executive Director& Group Chief Executive
Officer
2 1 3
4 3. Mr. Lim Han Joeh
Executive Director

4. Madam Bah Kim Lian

Executive Director

AUDITORS 5. Dato ’ IR. Adi Azmari bin

B. K. Koya Moideen Kutty
Ernst & Young Independent Non-Executive Director
Level 16-1
Jaya99, Tower B 6. Mr. Bah Koon Chye
99, Jalan Tun Sri Lanang Executive Director
75100 Melaka
7. Mr. Kam Chai Hong
Independent Non-Executive Director
COMPANY SECRETARY
Tan Soo Leong (f) (MACS 01516) 8. Tuan Haji Hassan bin Ibrahim
Independent Non-Executive Director

REGISTERED OFFICE
7
PRINCIPAL BANKERS AND FINANCIERS
No. 25, Jalan Firma 2
Kawasan Perindustrian Tebrau IV
AmBank (M) Berhad
81100 Johor Bahru
United Overseas Bank Limited
Johor Darul Takzim
HSBC Amanah Malaysia Berhad
Tel : 07-355 2244
OCBC Bank (Malaysia) Berhad
Fax : 07-355 2277
Malayan Banking Berhad
E-mail : yinsonjb@tm.net.my
Bangkok Bank Berhad
Website : www.yinson.com.my
Hong Leong Bank Berhad
Bank of China (Malaysia) Berhad
RHB Bank Berhad
REGISTRAR
CIMB Bank Berhad
Asian Finance Bank Berhad
Securities Services (Holdings) Sdn Bhd
Public Bank Berhad
Level 7, Menara Milenium
Bank Muamalat Malaysia Berhad
Jalan Damanlela
The Bank Of East Asia, Ltd
Pusat Bandar Damansara
Hap Seng Credit Sdn Bhd
Damansara Heights
PLC Leasing & Factoring Sdn Bhd
50490 Kuala Lumpur
Tel : 03-2084 9000
Fax : 03-2094 9940

Annual Report 2014

 GROUP STRUCTURE

The structure of the Yinson Group as at 31 January 2014 is set out below:

100%

100%

100%

100%
100%
100%

65%
100%

51% 100%

100% 50%
100%

8 100% 100%

100%
100%

100%
100% 100% 100%

100%
60%

100% 100%
100%
40%

49% (201113910W)

49% (201214748N)

100%

30% (1062130-K)

100% 40%
Manage & operate

100% 51%

YINSON HOLDINGS BERHAD

 PROFILE OF BOARD OF DIRECTORS

MR LIM HAN WENG

Group Executive Chairman

Mr Lim Han Weng, a Malaysian, aged 62, was appointed as the Managing Director
of Yinson on 9 March 1993 and as the Chairman on 28 September 2009. He has been
a director of Yinson Transport (M) Sdn Bhd (YTSB) since the date of incorporation on 5
April 1984 and was appointed as a director of Yinson Corporation Sdn Bhd (YCSB) on 1
March 1986. Armed with the experience gained while working with Lori Malaysia Bhd, a
transport company, he embarked into the transport and trading business in 1984 under the
partnership with his wife, Madam Bah Kim Lian.

In 1985, the business was transferred to YTSB. Mr Lim is the driving force in the formulation and implementation
of the Yinson Group corporate strategy. In addition to planning the business strategy and taking care of the
financial aspects, he also oversees and supervises the operations of the branches. Being the prime mover of
the Group’s excellent achievements, Mr Lim maintains close relationship with customers by entertaining and
securing corporate clients. He is the one primarily responsible for the success currently enjoyed by the Group.

LIM CHERN YUAN

Executive Director and Group Chief Executive Officer

Mr. Lim Chern Yuan, a Malaysian, aged 30, was appointed as a Director of Yinson Holdings
Berhad on 28 September 2009. He graduated with a Bachelor of Commerce from University
of Melborne, Australia in 2005. He started his career in March 2005 when he joined the
subsidiary company, Yinson Transport (M) Sdn. Bhd. as Business Development Executive
and was later transferred to another subsidiary, Yinson Haulage Sdn. Bhd. in January 2006
with the same position. In January 2007, Chern Yuan was promoted to Senior General
Manager. He is also in charge of another three subsidiaries of the Company, namely, 9
Yinson Shipping Sdn Bhd, Yinson Marine Services Sdn Bhd and Yinson Vietnam Co. Ltd.
(since November 2008). He is also a director of Yinson Tulip Limited, Yinson Offshore Limited and Yinson Indah
Limited. He is the son of Mr Lim Han Weng and Madam Bah Kim Lian.

MR LIM HAN JOEH

Executive Director

Mr Lim Han Joeh, a Malaysian, aged 55, was appointed as a director on 30 January 1996.
He is a graduate with a Bachelor Degree in Civil Engineering from Monash University
in Melbourne, Australia. Upon graduation in the year 1984, he took up the position of
Operations Manager in YTSB before he assumed the position of Executive Director of YCSB
in 1986. He is primarily responsible for the overall, management of the YCSB and is the
brother of Mr Lim Han Weng.

Annual Report 2014

 Profile Of Board Of Directors (cont’d)

MADAM BAH KIM LIAN

Executive Director

Madam Bah Kim Lian, a Malaysian, aged 62, is the wife of Mr Lim Han Weng. She was
appointed to the Board of Yinson on 9 March 1993. She assisted Mr Lim Han Weng in the
general administration of the Group’s operations. Madam Bah is also responsible for the
customers services of the Company, maintaining close relationship with the customers.

DATO’ IR. ADI AZMARI BIN BK KOYA MOIDEEN KUTTY

Independent Non-Executive Director

Dato’ Ir. Adi Azmari Bin B.K. Koya Moideen Kutty, Malaysian, aged 50, was appointed to
the Board of Yinson on 30 Jan 1996. He graduated with B. Eng (Hons) Civil Engineering from
Brighton Polytechnic, United Kingdom and M.Sc Information Technology in Business from
University of Lincolnshire & Humberside, United Kingdom.

He is a Professional Engineer registered with Board of Engineers Malaysia (B.E.M) and a

Member of Institute Engineer Malaysia (M.I.E.M). Currently he is the Managing Director
of SPC Engineering Sdn Bhd, a class A PKK and CIDB G7. He has been actively involved
in the Construction Industry since 1987 till to date in various government agencies and
consulting firm.

10

MR BAH KOON CHYE

Executive Director

Mr Bah Koon Chye, a Malaysian, aged 50, was appointed to the Board of Yinson on
30 January 1996. He obtained his Diploma in Management (MIM) in 1997, and is also
a member of the Chartered Institute of Logistics & Transport (MCILT). Subsequently, he
obtained his Master in Business Administration (MBA) from the University of Strathclyde,
United Kingdom in 2000 and Advance Diploma in Transport from the Chartered Institute of
Transport, United Kingdom in 2001. He joined YTSB in 1989 as the Operation Manager. He is

in charge of the entire operations of Yinson covering mainly the planning of fleet maintenance, sales, marketing,
customer service. Additionally, he also handles the drivers as well as assignment of Lorries and destination. He
was appointed a Director of YTSB on 28 November 1991 and is the brother-in-law of Mr Lim Han Weng and
brother of Madam Bah Kim Lian.

YINSON HOLDINGS BERHAD

 Profile Of Board Of Directors (cont’d)

MR KAM CHAI HONG

Independent Non-Executive Director

Mr Kam Chai Hong, a Malaysian, aged 65, was appointed as a Director of Yinson on 30
January 1996. He is a fellow of the Chartered Association of Certified Accountants. In 1980,
he was admitted as a Chartered Accountant by Malaysian Institute of Accountants (MIA)
and in 1985 admitted as a member of Malaysian Institute of Certified Public Accountants.
He is also currently a fellow of CPA Australia. In 1972, Mr Kam worked as an audit assistant
with M/s Yeah Eng Chong & Co. He later joined M/s Hanafiah Raslan & Mohd in 1973
and left the firm in 1980 as a qualified accountant. From 1981 until now, Mr Kam has
been practising as Chartered Accountant under the name of Syarikat C.H. Kam. He has
complied with the Continuing Professional Development (CPD) requirements of MIA.

TUAN HAJI HASSAN BIN IBRAHIM

Independent Non-Executive Director

Tuan Haji Hassan bin Ibrahim, a Malaysian, aged 64, was appointed as a Director of
Yinson on 21 June 2001. He graduated with a Bachelor of Arts Degree, majoring in History
(International Relations) from the University of Malaya in 1973. He later studied law at
Lincoln’s Inn, London, United Kingdom and was subsequently called to the English Bar in
1977. He served in various positions in the Judicial and Legal Service and was called to the
Malaysian Bar in 1981. Presently, he has his own legal practice under the name of Hassan
Ibrahim & Co. He is currently the director of several private limited companies.

11

Annual Report 2014

 CHAIRMAN’S STATEMENT

Dear Shareholders, Following the naming ceremony of the FSO, PTSC Bien
Dong 01 in April 2013 – the Group’s first FSO vessel has
since been fully deployed and servicing its appointed
12 On behalf of the Board of Directors oil field in Vietnam waters attached with a contract
value worth USD331 million. This bareboat charter
of Yinson Holdings Berhad (“Yinson” contract will generate a handsome revenue for a firm
or “the Group”), it gives me great period of ten (10) years with an option to extend for
pleasure to present to you the another ten (10) years.
Annual Report and Audited Financial
Affirming the abovementioned business activities,
Statements of the Group for the I believe that the Group has established a sturdy
financial year ended 31 January 2014. foothold in the oil and gas industry and global
(“FY2014”) presence. However, with that said the management
stall on working towards its strategic plans in carving
sustainable growth, ensuring that it is driving ahead
A YEAR OF TRANSFORMATION AND GROWTH of market and technological advancements in
maintaining the Group’s growth trajectory going
It goes without saying that FY2014 was a truly eventful forward.
year for Yinson, as our corporate transformation as an
oil and gas player continued steaming ahead when
we completed the acquisition of our subsidiary Yinson FINANCIAL PERFORMANCE
Production AS (“YPAS”) (formerly known as Fred. Olsen
Production ASA) for a total consideration of RM554.9 For the financial year ended 31 January 2014,
million. The acquisition, which was completed in the Group delivered a revenue of RM941.9 million
January 2014 placed Yinson on the world map as the representing an increase of 8.8% as compared to
6th largest floating-production, storage and offloading RM865.2 million reported for its previous financial year
(“FPSO”) industry player on the global FPSO League ended 31 January 2013. (FY2013)
Table. Today, Yinson’s portfolio of fleet comprises of
four (4) FPSOs, one (1) floating storage and off-loading Looking at the Group’s profit after tax for FY2014, it
(“FSO”) and one (1) mobile offshore production unit delivered a staggering profit increase of 92.3% with
(“MOPU”) with wide geographical presence in West RM69.8 million as compared to RM36.3 million for
Africa,United States of America, Europe and South FY2013. The heavily expanded profit for the financial
East Asia. period is largely due to earning contributions from the
commencement of our floating and offloading vessel

YINSON HOLDINGS BERHAD

 Chairman’s Statement (cont’d)

(“FSO”) –PTSC Bien Dong 01 during the first quarter of Subsequently, the Board has announced a
our financial year. renounceable rights issue at RM2.20 per share to raise
gross proceeds of up to RM600 million. We anticipate
The Group’s financial performance for FY2014 was that the proposed rights issue will strengthen the
enhanced due to the profit contribution from the Group’s capital base and enable Yinson to further
Group’s newly acquired subsidiary, YPAS. undertake sizable projects that may arise.

CORPORATE GOVERNANCE

The Board and the Management of the Group are

always committed to carrying out the best practices
of corporate governance throughout the Group’s
activities and operations. We believe that this is a
fundamental part of fulfilling the Group’s responsibilities
to protect our shareholders’ interest and values and to
enhance the business prosperity of the Group.

The Board believes in maintaining at all times high

standards of transparency, accountability and
integrity in its activities, business practices, operation
effectiveness, efficiency and competitiveness. We are
confident that his will ensure sustainable growth and
long-term shareholder value.

To facilitate the Group’s expanding operations new

executive positions were appointed to ensure best
practices and a structured management. Hence, as
at 03 January 2014 the Board has appointed, Mr. Lim
Chern Yuan as Group Chief Executive Officer, Mr. Tan
Fang Fing as Group Chief Financial Officer, Mr. Daniel
Bong as Group Chief Strategy Officer and Mr. Lim 13
Hang Weng re-designated as the Group Executive
Chairman.

These effective measures are further specified in the

Corporate Governance Statement within this Annual
CORPORATE DEVELOPMENTS Report.

During the course of the financial year FY2014, there

FUTURE PROSPECTS AND INDUSTRY OUTLOOK
were several corporate developments that were
exercised in line with our business growth activities.
As of the close of FY2014, the Group’s floating storage
solutions firm period order book stands at a strong
On 10th June 2013, a 10% private placement was USD1.16 billion that will last until year 2023. In addition to
completed with 20,035,510 new shares listed raising this firm period order book, there is a potential optional
RM56.5 million. A further 15% private placement was period order book worth USD1.2 billion that could run
completed on 6th December 2013 with 38,892,460 until year 2033. Based on the abovementioned order
new shares listed raising RM106.6 million – of which book, the management believes that the Group will
the entire 15% placement was taken up by Kencana be able to sustain a healthy financial growth moving
Capital Sdn Bhd, and have since become one of the forward. However, with that said the management will
Group’s major shareholders with 18.52%. The total continue to pursue business opportunities in this area in
funds raised from the two private placements were which we are actively participating in project tenders
allotted towards the Group’s funding requirement for locally and across waters such as Indonesia, West
key project activities as well as the Group’s working Africa and Vietnam.
capital.
Strong active prospects and global market demands
The trust shown by all our shareholders has provided the for the oil and gas industry and FPSO market will
Board and the Management further encouragement continue to grow over the next five (5) years – at an
and motivation to strive harder and work towards expected average rate of ten (10) to twelve (12) new
greater success for the Group. orders per annum. Thus we foresee that the FPSO
market has strong growth potential in which Yinson
can capitalise on.

Annual Report 2014

 Chairman’s Statement (cont’d)

(Source: Maybank Industry Report)

The management believes that Malaysia’s oil and gas industry will remain to be robust for the near future with
supported on-going activities driven by government initiatives and influx of major international oil and gas
players to cater for the growing demand in the market.

Despite external economical whirlwinds hitting the Asian market, the Malaysian economy has remained resilient
and expanded by 4.7% in 2013, which was largely driven by the continued growth in domestic demand.
Domestic demand is expected to continue its growth momentum with the Malaysian economic expected to
grow at a rate of 5% - 5.5% in 2014. On a global scale, the 2013 World Economic Outlook (“WEO”) is expecting to
improve in 2014 and 2015 at a growth rate of approximately 3.7% and rising to 3.9%, respectively. The improving
activities are largely on the account of recovery in the advanced economies that have been affecting global
economy in the recent years.

(Source: BNM Annual Report 2013 and International Monetary Fund, WEO Update, January 2014)

In view of the abovementioned external factors, partnered with internal efforts the Group anticipates that
we will continue to deliver strong growth momentum going forward, barring any unforeseen circumstances.
Furthermore, with our heightened presence and increased operation capacity we believe that we are now in
a stronger position to capitilise on opportunities on a global scale.

APPRECIATION

On behalf of the Board, I wish to express our sincere thanks and appreciate to the management and employees
who through their hard work and dedication, the Group has navigated through a smooth transformation and
global expansion. Your continued hard work and commitment are highly valued by the Board.

To our esteem Shareholders, the Board and I would like to thank you for your continued support, confidence
and trust in the Group. We will continue to strive and work towards our best with continuous efforts of creating
14 shareholder value in Yinson.

Last but not least, I would like to take this opportunity to express our heart-felt thanks to all our valued-customers,
financiers, suppliers and business partners for their continued support, cooperation and relentless trust.

MR LIM HAN WENG

Group Executive Chairman

YINSON HOLDINGS BERHAD

 GROUP FINANCIAL HIGHLIGHTS

Financial year ended 31 January 2010 2011 2012 2013 2014

RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 470,170 640,818 715,824 865,221 941,861

Profit before tax 10,223 25,043 32,769 44,439 78,750
Profit after tax and minority interests 7,950 18,542 26,569 33,884 66,429
Paid-up capital 68,498 68,498 75,347 200,355 258,200
Shareholders’ equity #^ 105,552 122,365 157,702 281,232 535,127
Net assets #^ 105,829 122,380 157,378 283,788 541,046
Weighted number of ordinary shares in issue 68,498 68,498 72,409 196,225 219,525
Total assets 241,373 385,131 495,594 800,898 2,143,274
Total borrowings 98,134 189,956 251,942 448,541 1,290,133
Basic earnings per share (sen) 11.6 27.1 36.7 17.3 30.3
Dividends rate (%) 2.5 2.5 2.5 2.5 2.5
Net assets backing per share (RM) ^ 1.55 1.79 2.09 1.42 2.10
Borrowings to equity (%) 93 156 160 158 238


^ - computed based on share capital as at year end
# - amount restated for year end 2011 & 2012

TURNOVER (RM’000) PROFIT BEFORE TAX (RM’000)

1050000 80000

78,750
900000 60000
941,861
865,221

750000 50000
715,824

600000 40000

44,439
640,818

450000 30000
32,769
470,170

15
25,043

300000 20000
10,223

150000 10000

0 0
2010 2011 2012 2013 2014 2010 2011 2012 2013 2014

EARNING PER SHARE (sen) SHAREHOLDERS’ EQUITY (RM’000)

42 630000

36 540000
36.7

535,127

30 450000
30.3

24 360000
27.1

18 270000
281,232
17.3

12 180000
157,702
11.6

122,365
105,552

6 90000

0 0
2010 2011 2012 2013 2014 2010 2011 2012 2013 2014

PROFIT AFTER TAX AND

MINORITY INTERESTS (RM’000)
90000

75000

60000
66,429

45000

30000
33,884
26,569

15000
18,542

7000
7,950

0
2010 2011 2012 2013 2014

Annual Report 2014

 PTSC BIEN DONG

PTSC LAM SOON

KNOCK ADOON

FPSO petroleo Nautipa

KNOCK ALLAN
 CORPORATE GOVERNANCE STATEMENT

The Board of Yinson Holdings Bhd (the “Company”) recognizes the importance of adopting high standards
of corporate governance in the Company in order to safeguard stakeholders’ interests as well as enhancing
shareholders’ value. As such, the Board strives to embed in the Group a culture that aims to balance conformance
requirements with the need to deliver long-term strategic success through performance, without compromising
on personal or corporate ethics and integrity.

This corporate governance statement (“Statement”) sets out how the Company has applied the 8 Principles of
the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) and observed the 26 Recommendations
supporting the Principles during the financial year following the release of the MCCG 2012 by the Securities
Commission in late March 2012. Where a specific Recommendation of the MCCG 2012 has not been observed
during the financial year under review, the non-observation, including the reasons thereof and, where
appropriate, the alternative practice, if any, is mentioned in this Statement.

Principle 1 - Establish clear Roles and Responsibilities of the Board and Management

The Board recognizes the key role it plays in charting the strategic direction of the Company and has assumed
the following principal responsibilities in discharging its fiduciary and leadership functions:

• reviewing and adopting a strategic plan for the company, addressing the sustainability of the group’s
business;
• overseeing the conduct of the group’s business and evaluating whether or not its businesses are being
properly managed;
• identifying principal business risks faced by the group and ensuring the implementation of appropriate
internal controls and mitigating measures to address such risks;
• ensuring that all candidates appointed to senior management positions are of sufficient calibre, including
having in place a process to provide for the orderly succession of senior management personnel and
members of the board;
• overseeing the development and implementation of a shareholder communications policy; and
• reviewing the adequacy and integrity of the group’s internal control and management information systems.
17
To assist in the discharge of its stewardship role, the Board has established Board Committees, namely the Audit
Committee, Nomination Committee and Remuneration Committee, to examine specific issues within their
respective terms of reference as approved by the Board and report to the Board with their recommendations.
The ultimate responsibility for decision making, however, lies with the Board.

(i) Board Manual

To enhance accountability, the Board has established clear functions reserved for the Board and those
delegated to Management. There is a formal schedule of matters reserved to the Board for its deliberation
and decision to ensure the direction and control of the Company are in its hands. Key matters reserved for
the Board include, inter-alia, the approval of annual budgets, quarterly and annual financial statements
for announcement, major investments, borrowings and expenditure as well as monitoring of the Group’s
financial and operating performance. Such delineation of roles is clearly set out in the Board Manual
(“Manual”), which serves as a reference point for Board activities. The Manual provides guidance for
Directors and Management regarding the responsibilities of the Board, its Committees and Management,
the requirements of Directors in carrying out their stewardship role and in discharging their duties towards
the Company as well as boardroom activities. As the Manual had yet to be made publicly available, the
Board will take the relevant measures to upload the Manual on the Company’s website at www.yinson.
com.my in line with Recommendation 1.7 of the MCCG 2012.

(ii) Code of Ethics

At the date of this Statement, the Board has formalized a Directors’ Code of Ethics, setting out the standards
of conduct expected from Directors. To inculcate good ethical conduct, the Group has established a Code
of Conduct for employees, encapsulated in Yinson’s Employees Manual, which has been communicated
to all levels of employees in the Group.

The Board has also formalized a Whistle-blowing Policy, with the aim to provide an avenue for raising concerns
related to possible breach of business conduct, non-compliance of laws and regulatory requirements as
well as other malpractices. The Board recognizes the importance of adhering to the Code of Ethics and has
taken measures to put in place a process to ensure its compliance.

Annual Report 2014

 Corporate Governance Statement (cont’d)

Principle 1 - Establish clear Roles and Responsibilities of the Board and Management (cont’d)

(iii) Sustainability of Business

The Board is mindful of the importance of business sustainability and, in conducting the Group’s business,
the impact of the Group’s business on the environmental, social and governance (“ESG”) aspects is taken
into consideration. Whilst the Group embraces sustainability in its operations and supply chain, the Board
will formalize a Sustainability Policy, addressing the ESG aspects to be incorporated in the Group’s strategy.

The Group’s activities on corporate social responsibilities for the financial year under review are disclosed
on page 26 of this Annual Report.

(iv) Access to Information and Advice

Directors are supplied with relevant information and reports on financial, operational, corporate, regulatory,
business development and audit matters for decisions to be made on an informed basis and effective
discharge of the Board’s responsibilities.

Procedures have been established for timely dissemination of Board and Board Committee papers
to all Directors at least seven (7) days prior to the Board and Board Committee meetings, to facilitate
decision making by the Board and to deal with matters arising from such meetings. Senior Management
of the Group and external advisers are invited to attend Board meetings to provide additional insights
and professional views, advice and explanations on specific items on the meeting agenda. Besides
direct access to Management, Directors may obtain independent professional advice at the Company’s
expense, if considered necessary, in accordance with established procedures set out in the Board Manual
in furtherance of their duties.

Directors have unrestricted access to the advice and services of the Company Secretary to enable
them to discharge their duties effectively. The Board is regularly updated and advised by the Company
Secretary who is qualified, experienced and competent on statutory and regulatory requirements, and the
18 resultant implications of any changes therein to the Company and Directors in relation to their duties and
responsibilities.

Principle 2 - Strengthen Composition of the Board

During the financial year under review, the Board consisted of eight (8) members, comprising five (5) Executive
Directors and three (3) Independent Non-Executive Directors. This composition fulfills the requirements as set
out under the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad
(“Bursa”), which stipulate that at least two (2) Directors or one-third of the Board, whichever is higher, must be
Independent. The profile of each Director is set out on pages 9 to 11 of this Annual Report. The Directors, with
their diverse backgrounds and specializations, collectively bring with them a wide range of experience and
expertise in areas such as engineering; entrepreneurship; finance; taxation; accounting and audit and legal
and economics.

(i) Nomination Committee – Selection and Assessment of Directors

The Board conducts an assessment on the performance of the Board, as a whole, the Audit, Nomination
and Remuneration Committees and individual Directors, based on a self and peer assessment approach.
From the results of the assessment, including the mix of skills and experience possessed by Directors, the
Board considers and approves recommendations by the Nomination Committee on the re-election and
re-appointment of Directors at the Company’s forthcoming Annual General Meeting.

The Nomination Committee was established on 25 September 2001, as the Board recognizes the importance
of the role the Committee plays not only in the selection and assessment of Directors but also in other
aspects of corporate governance which the Committee can assist the Board to discharge its fiduciary and
leadership functions. The Nomination Committee comprises the following members:

• Dato’ Ir. Adi Azmari bin B.K. Koya Moideen Kutty (Chairman of Committee and Independent Non-
Executive Director);
• Mr. Kam Chai Hong (Independent Non-Executive Director); and
• Tuan Haji Hassan bin Ibrahim (Independent Non-Executive Director).

YINSON HOLDINGS BERHAD

 Corporate Governance Statement (cont’d)

Principle 2 - Strengthen Composition of the Board (cont’d)

(i) Nomination Committee – Selection and Assessment of Directors (cont’d)

The Board has stipulated specific terms of reference for the Nomination Committee, which cover, inter-
alia, assessing and recommending to the Board the candidature of Directors, appointment of Directors to
Board Committees and training programmes for the Board. The terms of reference require the Nomination
Committee to review annually the required mix of skills and experience of Directors; succession planning;
training courses for Directors and other qualities of the Board, including core-competencies which the
Independent Non-Executive Directors should bring to the Board. The Committee is also entrusted to assess
annually the effectiveness of the Board as a whole, the Board Committees and contribution of each
individual Director. Insofar as board diversity is concerned, the Board does not intend to develop any specific
policy on targets for women Director. The Board believes that the on-boarding process of Directors should
not be based on any gender discrimination. As such, the evaluation of suitable candidates is solely based
on the candidates’ competency, character, time commitment, integrity and experience in meeting the
needs of the Company, including, where appropriate, the ability of the candidates to act as Independent
Non-Executive Directors, as the case may be.

(ii) Directors’ Remuneration

A Remuneration Committee was established by the Board on 25 September 2001 to assist the Board in
the adoption of fair remuneration practices to attract, retain and motivate Directors. Business strategies,
long-term objectives, responsibilities of Directors, expertise required in the discharge of the duties and the
complexity of the Group’s business are aligned to the remuneration of Directors.

In essence, the key principles and procedures in remunerating executive employees below Board level are
also applicable to the Executive Directors. The remuneration policy of the Group seeks to attract and retain
as well as to motivate employees of all levels to contribute positively to the Group’s performance.

The guidelines on bonuses in respect of the financial year ended 31 January 2014 and annual increment for
2015 in respective of executive employees of the Group were recommended for the Board’s approval. The 19
quantum of the annual performance bonus is dependent on the operating results of the Group, taking into
account the prevailing business conditions. The same guidelines are also applied to the Group Managing
Director in instances where there are no provisions of the same in his service contract with the Company.

The remuneration of Non-Executive Directors is determined by the Board, as a whole, within an aggregate
Directors’ fee limit of not exceeding RM100,000 per annum, which has been approved by shareholders of
the Company. The Non-Executive Directors do not participate in discussion of their remuneration.

Directors’ remuneration during the financial year ended 31 January 2014 in aggregate, with categorization
into appropriate components, distinguishing between Executive and Non-Executive Directors, is as follows:

Salaries and
Fees allowances Bonuses Total
RM’000 RM’000 RM’000 RM’000

Executive Directors 160 2,448 530 3,138

Non-Executive Directors 210 25 - 235

The number of Directors of the Company, whose remuneration band falls within the following successive
bands of RM50, 000, is as follows:

Annual Report 2014

 Corporate Governance Statement (cont’d)

Principle 2 - Strengthen Composition of the Board (cont’d)

Range of remuneration Executive Non-Executive

RM50,001 to RM100,000 - 3
RM200,001 to RM250,000 1 -
RM250,001 to RM300,000 1 -
RM400,001 to RM450,000 1 -
RM1,050,001 to RM1,100,000 1 -
RM1,100,001 to RM1,150,001 1 -

Principle 3 – Reinforce Independence of the Board

The positions of Chairman and Chief Executive Officer of the Company are held by the different person. The
Board is of the view that the composition of Independent Non-Executive Directors, which fulfils the Listing
Requirements of Bursa, coupled with the use of Board Manual that formally sets out the schedule of matters
reserved solely to the Board for decision making, provides for the relevant checks and balance. In addition, the
Chairman has a significant financial interest in the Company and, accordingly, the Board is of the view that he
is well placed to act on behalf of shareholders and in their best interest.

The Chairman is responsible for ensuring the adequacy and effectiveness of the Board’s governance process
and acts as a facilitator at Board meetings to ensure that contributions from Directors are forthcoming on matters
being deliberated and that no Board member dominates discussion. As the Group Chief Executive Officer,
supported by fellow Executive Directors and an Executive Management team, he implements the Group’s
strategies, policies and decision adopted by the Board and oversees the operations and business development
of the Group.

The Independent Non-Executive Directors bring to bear objective and independent views, advice and
20 judgment on the interests, not only of the Group, but also of shareholders, employees, customers, suppliers and
the communities in which the Group conducts its business. Independent Non-Executive Directors are essential
for protecting the interests of shareholders and can make significant contributions to the Company’s decision
making by bringing in the quality of detached impartiality.

During the financial year under review, the Board assessed the independence of its Independent Non-Executive
Directors based on criteria set out in the Listing Requirements of Bursa. The Board Manual does not provide a
limit of a cumulative term of nine (9) years on the tenure of an Independent Director. The Board has appointed
external consultants to assist the Board, in the review and update of the Board Manual against the promulgations
of the MCCG 2012 on the independence of Independent Directors.

Recommendation 3.2 stipulates that an Independent Director may continue to serve on the Board upon
reaching the 9-year limit subject to the Independent Director’s re-designation as a Non-Independent Non-
Executive Director. In the event the Board intends to retain the Director as Independent after the latter has
served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval
at a general meeting, normally the Annual General Meeting of the Company. In justifying the decision, the
Board is required to assess the candidate’s suitability to continue as an Independent Non-Executive Director
based on the criteria of independence as adopted by the Board.

Following an assessment by the Board, Dato’ Adi Azmari Bin B.K. Koya Moideen Kutty, Mr. Kam Chai Hong and
Tuan Haji Hassan bin Ibrahim, who have served as Independent Non-Executive Directors of the Company for
a cumulative term of more than nine (9) years each as at the end of the financial year under review, have
been recommended by the Board to continue to act as Independent Non-Executive Directors, subject to
shareholders’ approval at the forthcoming Annual General Meeting of the Company. The key justifications for
their recommended continuance as Independent Non-Executive Directors are as follows:

• they fulfil the criteria under the definition of Independent Director as stated in the Listing Requirements of
Bursa and, therefore, are able to bring independent and objective judgment to the Board;
• their experience in the relevant industries enable them to provide the Board and Board Committees, as the
case may be, with pertinent expertise, skills and competence; and
• they have been with the Company long and therefore understand the Company’s business operations
which enable them to contribute actively and effectively during deliberations or discussions at Board and
Committee meetings.

YINSON HOLDINGS BERHAD

 Corporate Governance Statement (cont’d)

Principle 4 – Foster commitment of Directors

The Board ordinarily meets at least five (5) times a year, scheduled well in advance before the end of the
preceding financial year to facilitate the Directors in planning their meeting schedule for the year. Additional
meetings are convened when urgent and important decisions need to be made between scheduled meetings.
Board and Board Committees papers, which are prepared by Management, provide the relevant facts and
analysis for the convenience of Directors. The meeting agenda, the relevant reports and Board papers are
furnished to Directors and Board Committees members at least seven (7) days before the meeting to allow the
Directors sufficient time to study for effective discussion and decision making at the meetings. At the quarterly
Board meetings, the Board reviews the business performance of the Group and discusses major operational
and financial issues. All pertinent issues discussed at Board meetings in arriving at decisions and conclusions are
properly recorded by the Company Secretary by way of minutes of meetings. During the financial year under
review, the number of Board of Directors’ meeting attended by each director are as follow:

Number of meetings
Directors Designation Attended by Member %

Lim Han Weng Group Executive Chairman 6/6 100

Lim Han Joeh Executive Director 6/6 100
Bah Kim Lian Executive Director 6/6 100
Bah Koon Chye Executive Director 6/6 100
Dato’ Ir Adi Azmari bin B.K. Koya Moideen Kutty Independent Non-Executive Director 6/6 100
Kam Chai Hong Independent Non-Executive Director 6/6 100
Hassan bin Ibrahim Independent Non-Executive Director 6/6 100
Lim Chern Yuan Executive Director, Group Chief 6/6 100
Executive Officer

As stipulated in the Board Manual, the Directors are required to devote sufficient time and efforts to carry out
their responsibilities. The Board obtains this commitment from Directors at the time of their appointment. Each 21
Director is expected to commit time as and when required to discharge the relevant duties and responsibilities,
besides attending meetings of the Board and Board Committees.

Directors’ Training – Continuing Education Programmes

The Board is mindful of the importance for its members to undergo continuous training to be apprised of changes
to regulatory requirements and the impact such regulatory requirements have on the Group. During the financial
year under review, the training attended by Directors includes briefings, seminars and conferences conducted
by relevant regulatory authorities and professional bodies as well as internal officers.

The training attended by the Directors during the financial year ended 31 January 2014 comprises the following:

Name of Director Details of Programme

Mr. Lim Han Weng • Enterprise Risk Management

Mr. Lim Han Joeh • Enterprise Risk Management
Madam Bah Kim Lian • Enterprise Risk Management
Dato’ Ir Adi Azmari Bin B.K. Koya Moideen Kutty • Enterprise Risk Management
Mr. Bah Koon Chye • Enterprise Risk Management
• Problem Solving Using 7QC Tools
Mr. Kam Chai Hong • Enterprise Risk Management
• Seminar Percukaian Kebangsaan 2013
• Corporate Financial Reporting Standard (Module 3)
• Workshop On Insights To Malaysia’s First Transfer Pricing
Litigation
Tuan Haji Hassan Bin Ibrahim • Enterprise Risk Management
Mr. Lim Chern Yuan • Enterprise Risk Management

Annual Report 2014

 Corporate Governance Statement (cont’d)

Principle 4 – Foster commitment of Directors (cont’d)

Directors’ Training – Continuing Education Programmes (cont’d)

The Company Secretary normally circulates the relevant statutory and regulatory requirements from time to
time for the Board’s reference and briefs the Board on the updates, where applicable. The Group Financial
Controller and External Auditors also brief the Board members on any changes to the Malaysian Financial
Reporting Standards that affect the Group’s financial statements for the financial year under review.

Principle 5 – Uphold integrity in financial reporting by the Company

It is the Board’s commitment to present a balanced and meaningful assessment of the Group’s financial
performance and prospects at the end of each reporting period and financial year, primarily through the
quarterly announcement of Group’s results to Bursa, the annual financial statements of the Group and Company
as well as the Chairman’s statement and review of the Group’s operations in the Annual Report, where relevant.

The Board is responsible for ensuring that the financial statements give a true and fair view of the state of affairs
of the Group and the Company as at the end of the reporting period and of their results and cash flows for the
period then ended.

In assisting the Board to discharge its duties on financial reporting, the Board established an Audit Committee
on 5 March 1996, comprising wholly Independent Non-Executive Directors, with Dato’ Ir. Adi Azmari Bin B.K. Koya
Moideen Kutty as the Committee Chairman. The composition of the Audit Committee, including its roles and
responsibilities, are set out in the Audit Committee Report on pages 29 to 32 of this Annual Report. One of the key
responsibilities of the Audit Committee in its specific terms of reference is to ensure that the financial statements
of the Group and Company comply with applicable financial reporting standards in Malaysia and provisions of
the Companies Act, 1965. Such financial statements comprise the quarterly financial report announced to Bursa
and the annual statutory financial statements.

The Board understands its role in upholding the integrity of financial reporting by the Company. Accordingly,
22 the Audit Committee, which assists the Board in overseeing the financial reporting process of the Company,
will formalize and adopt a policy for the types of non-audit services permitted to be provided by the external
auditors, including the need for the Audit Committee’s approval in writing before such services can be provided
by the external auditors. To address the “self review” threat faced by the external audit firm, the procedures to
be included in the policy require the engagement team conducting the non-audit services to be different from
the external audit team.

In assessing the independence of external auditors, the Audit Committee requires written assurance by the
external auditors, confirming that they are, and have been, independent throughout the conduct of the audit
engagement with the Company in accordance with the independence criteria set out by the International
Federation of Accountants and the Malaysian Institute of Accountants.

Principle 6 – Recognize and manage risks of the Group

The Board regards risk management and internal controls as an integral part of the overall management
processes. The following represent the key elements of the Group’s risk management and internal control
structure:

(a) An organizational structure in the Group with formally defined lines of responsibility and delegation of
authority;

(b) Review and approval of annual business plan and budget of all major business units by the Board. This plan
sets out the key business objectives of the respective business units, the major risks and opportunities in the
operations and ensuing action plans;

(c) Quarterly review of the Group’s business performance by the Board, which also covers the assessment of
the impact of changes in business and competitive environment;

(d) Active participation and involvement by the Executive Chairman and Group Managing Director in the
day-to-day running of the major businesses and regular discussions with the senior management of smaller
business units on operational issues; and

(e) Monthly financial reporting by the subsidiaries to the holding company.

YINSON HOLDINGS BERHAD

 Corporate Governance Statement (cont’d)

Principle 6 – Recognize and manage risks of the Group (cont’d)

Recognizing the importance of having risk management processes and practices, the Board will formalize an
Enterprise Risk Management framework to provide Management with structured policies and procedures to
identify, evaluate, control, monitor and report to the Board the principal business risks faced by the Group on
an ongoing basis, including remedial measures to be taken to address the risks vis-à-vis the risk parameters of
the Group.

In line with the MCCG 2012 and the Listing Requirements of Bursa, the Company has in place an in-house Internal
Audit (“IA”) function, which reports directly to the Audit Committee on the adequacy and effectiveness of the
Group’s internal controls. The internal audit is guided by internal auditing standards promulgated by the Institute
of Internal Auditors Inc, a globally recognized professional body for internal auditors. The internal audit function
is independent of the activities it audits and the scope of work it covered during the financial year under review
is provided in the Audit Committee Report set out on pages 29 to 32 of this Annual Report.

Principle 7 – Ensure timely and high quality disclosure

The Board is aware of the need to establish corporate disclosure policies and procedures to enable
comprehensive, accurate and timely disclosures relating to the Company and its subsidiaries to be made to the
regulators, shareholders and stakeholders. Accordingly, the Board will formalize pertinent corporate disclosure
policies not only to comply with the disclosure requirements as stipulated in the Listing Requirements of Bursa,
but also setting out the persons authorized and responsible to approve and disclose material information to
regulators, shareholders and stakeholders.

To augment the process of disclosure, the Board has earmarked a dedicated section for corporate governance
on the Company’s website, where information on the Company’s announcements to the regulators, the Board
Manual, rights of shareholders and the Company’s Annual Report may be accessed.

Principle 8 – Strengthen relationship between the Company and its shareholders 23

(i) Shareholder participation at general meeting

The Annual General Meeting (“AGM”), which is the principal forum for shareholder dialogue, allows
shareholders to review the Group’s performance via the Company’s Annual Report and pose questions to
the Board for clarification. At the AGM, shareholders participate in deliberating resolutions being proposed
or on the Group’s operations in general. At the last AGM, a question & answer session was held where the
Chairman of the meeting invited shareholders to raise questions with responses from the Board and Senior
Management.

The Notice of AGM is circulated to shareholders at least twenty-one (21) days before the date of the
meeting to enable them to go through the Annual Report and papers supporting the resolutions proposed.
All the resolutions set out in the Notice of the last AGM were put to vote by a show of hands and duly
passed. The outcome of the AGM was announced to Bursa on the same meeting day.

(ii) Communication and engagement with shareholders and prospective investors

The Board recognizes the importance of being transparent and accountable to the Company’s
shareholders and prospective investors. The various channels of communications are through meetings
with institutional shareholders and investment communities, quarterly announcements on financial results
to Bursa, relevant announcements and circulars, when necessary, the Annual and Extraordinary General
Meetings and through the Group’s website at www.yinson.com.my where shareholders and prospective
investors can access corporate information, annual reports, press releases, financial information, company
announcements and share prices of the Company. To maintain a high level of transparency and to
effectively address any issues or concerns, the Group has a dedicated electronic mail, i.e. info@yinson.
com.my to which stakeholders can direct their queries or concerns.

However, any information that may be regarded as undisclosed material information about the Group will
not be given to any single shareholder or shareholder group.

Annual Report 2014

 Corporate Governance Statement (cont’d)

Principle 8 – Strengthen relationship between the Company and its shareholders (cont’d)

(iii) Investor Relations

The Company takes into consideration the shareholder’s rights to access information relating to the
Company and has thusly, taken measures to enable the Company to communicate effectively with its
shareholders, prospective investors, stakeholders and public generally with the intention of giving them a
clear picture of the Group’s performance and operations.

ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS

Family Relationships With Any Directors and/or Major Shareholder

Save as disclosed under the Profile of Directors, none of the other directors has any other relationship with any
directors and/or major shareholder of the Company.

Convictions for Offences (within the past 10 years other than traffic offences)

None of the directors have any convictions for offences other than traffic offences.

OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF THE BURSA MALAYSIA SECURITIES BERHAD
(BMSB)

Share Buybacks
During the financial year, the Company did not enter into any share buyback transactions.

Options, Warrants or Convertible Securities

There were no options, warrants or convertible securities issued during the financial year.
24 Imposition of Sanctions and Penalties
There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by
the relevant regulatory bodies during the financial year.

Non-Audit Fees
The amount of non-audit fees paid to the external auditors by the Group for the financial year amounted to
RM331,000.

Profit Estimate, Forecast or Projection

The Company did not make any public release on profit estimate, forecast or projection during the financial
year.

Variation of Results
There were no variances of 10% or more between the results for the financial year ended 31 January 2014 and
the unaudited results for the same period previously announced.

Profit Guarantee
During the financial year, there was no profit guarantee given by the Company.

Material Contracts Involving Directors’ and Major Shareholders’ Interests

No material contracts involving the directors and major shareholders were entered into since the end of the
previous financial year.

Status of Utilisation of Proceeds Raised from Corporate Proposals

As at 31 January 2014, the Group has fully utilized the proceeds raised from the issue of shares from the following
corporate proposals:-

i) 20,035,510 ordinary shares of RM1.00 each at an issue price of RN2.82 per share under the Private Placement
Issue which was listed on the Main Market of Bursa Securities on 10 June 2013 and

ii) 37,809,000 ordinary shares of RM1.00 each at an issue price of RM2.82 per share under the Share Placement
which were listed on the Main Market of Bursa Securities on 5 December 2013.

YINSON HOLDINGS BERHAD

 Corporate Governance Statement (cont’d)

OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF THE BURSA MALAYSIA SECURITIES BERHAD
(BMSB) (cont’d)

Shares Issue Total Proceed Utilised Unutilised

RM’000 RM’000 RM’000

Private Placement
To fund the Group’s Business Expansion 56,500 56,500 -

Share Placement
To finance the Group’s acquisition of Yinson Production AS 106,622 106,622 -

Revaluation of Landed Properties

The details of the revaluation of landed properties are disclosed on pages 118 and 119 of the Financial Statements.

Recurrent Related Party Transactions of Revenue or Trading Nature

The details of the recurrent related party transactions of a revenue or trading nature conducted pursuant to
Shareholders’ Mandate during the financial year ended 31 January 2014 between the Company and/or its
subsidiaries companies with related parties are disclosed on page 104 of the Financial Statements.

Statement made in accordance with the resolution of the Board of Directors dated 26 June 2014.

25

Annual Report 2014

 CORPORATE SOCIAL RESPONSIBILITY

Yinson Holdings Berhad (“YHB”) recognises the importance of being a good corporate citizen in the conduct of
its business as well as fulfilling its corporate and social obligation (“CSR”). YHB is progressively integrating CSR as
part of its business activities and will undertake responsible practices that impact our society and environment
in a positive manner and to inculcate a culture of responsibility in all aspect of our business.

The Work Place

YHB considers its employees as valuable assets and treats all staff with dignity, fairness and respect. We foster a
conductive working environment to encourage development of all employees. Employees are given training
to develop and upgrade their skills, knowledge and attitudes. During the year under review, trainings, festival
feast, annual dinner and some sports activities have been carried out to build better rapport among employees.

The Group strives to maintain a safe and healthy working environment for all our employees through adoption
of good occupational safety and health practices. The Group practises the Occupational Health & Safety
Management System to enhance the safety and health practices amongst the employees from different
operations and to take precautionary measures against potential hazardous sources which could arise from the
daily operation of the business through the process of Hazard Identification, Risk Assessment and Control.

Other initiatives to improve employee working conditions include provision of medical treatment, medical
insurance and subsidised meal allowance.

The Environment and Community

YHB disposes the discharge of effluents and waste from daily operations to recycling companies that treat and
recycle the waste for further uses.

YHB assists the needy and less fortunate group through cash contributions.

26
The Marketplace

YHB is committed to the conduct of business based on practices of transparency, confidentiality and integrity in
building long term relationship with our stakeholders.

YINSON HOLDINGS BERHAD

 STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL

Paragraph 15.26 (b) of the Listing Requirements of Bursa Malaysia Securities Berhad requires the Board of a listed
issuer to include in its Annual Report a statement on the state of internal control of the listed issuer as a Group.
Accordingly, the Board of Directors is pleased to provide the following statement which outlines the nature and
scope of risk management and internal control of the Group for the financial year ended 31 January 2014.

Board Responsibility

The Board acknowledges its responsibility for maintaining a sound system of risk management and internal control
to safeguard shareholders’ investments and Group’s assets and for reviewing the adequacy and effectiveness
of the risk management and internal control system. The system of risk management and internal control of the
Group covers all aspects of its business.

In view of the limitations inherent in any system of risk management and internal control, the Board is aware that
the system is designed to manage, rather than to eliminate, the risk of failure to achieve the Group’s corporate
objectives. Accordingly, the system can only provide reasonable, but not absolute, assurance against material
misstatement or loss.

Risk Management and Internal Control Structure

Risk management and internal controls are regarded as an integral part of the Group’s overall management
processes.

The following represent the key elements of the Group’s risk management and internal control structure:

(i) An organizational structure in the Group with formally defined lines of responsibility and delegation of
authority;

(ii) Review the business plan for any potential acquisitions by the Board. This plan sets out the key business
objectives, the major risks and opportunities in the operations. 27

(iii) Quarterly review of the performance of Group’s business by the Board which also covers assessment of the
impact of changes in business and competitive environment;

(iv) Active participation and involvement by the Executive Chairman and Group Managing Director, assisted
by other Executive Directors, in the day-to-day running of the major businesses and regular discussions with
the Senior Management of the respective business units on operational issues; and

(v) Monthly financial reporting by the subsidiaries to the holding company.

The internal controls of the Group are further supported by formalized limits of authority for various management
committees. Support functions like Finance, Internal Audit, and also play a vital role in the overall control and risk
management processes of the Group.

Various management committees have been established to manage and control the Group’s businesses.
Matters beyond the formalized limits of authority for Management are referred upward to the Board for approval.

Recognizing the importance of having risk management processes and practices, the Board had formalized
an Enterprise Risk Management framework to provide Management with structured policies and procedures to
identify, evaluate, control, monitor and report to the Board the principal business risks faced by the Group on
an ongoing basis, including remedial measures to be taken to address the risks vis-à-vis the risk parameters of
the Group.

The Board has received assurance from the Group Managing Director and the Group Financial Controller
that the Group’s Risk Management and internal control system is operating adequately and effectively, in all
material aspects.

Annual Report 2014

 Statement On Risk Management
And Internal Control (cont’d)

Internal Audit Function

The Group has in place an independent in-house internal audit department, which provides the Board, through
the Audit Committee, with assurance on the adequacy and effectiveness of the Group’s system of internal
control and management information system.

The internal audit function adopts an approach that focuses on major business units and functions in the Group
for the purpose of identifying areas to be audited on a prioritized basis, vis-à-vis the business risks inherent in
the business units concerned. The Group’s internal audit plan is tabled annually and approved by the Audit
Committee.

Action plans are taken by Management to address the findings and concerns raised in the internal audit reports.
The internal audit department also follows up on the status of Management’s action plans on internal audit
findings.

Conclusion

The Board is of the view that there were no material losses incurred by the Group during the financial year ended
31 January 2014 as a result of weaknesses or lapses in internal controls. The Board continues to take measures to
strengthen the risk management and internal control systems of the Group.

This statement was made in accordance with a resolution of the Board of directors passed on 26 June 2014.

As required by paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirement, the
external auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance
review was performed in accordance with Recommended Practice Guide (“RPG”) 5 (Revised): Guidance for
Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the
Annual Report, issued by the Malaysian Institute of Accountants. RPG 5(Revised) does not require the external
auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control
28 systems of the Group.

YINSON HOLDINGS BERHAD

 report on audit committee

The Audit Committee of the Company was established by the Board of Directors on 5 March 1996.

Chairman

Dato’ Ir. Adi Azmari Bin BK Koya Moideen Kutty Chairman, Independent Non-Executive Director
(appointed on 28 September 2009)

Members

Mr. Kam Chai Hong Independent Non-Executive Director

(appointed on 25 March 1996)

Tuan Haji Hassan bin Ibrahim) Independent Non-Executive Director

(appointed on 25 June 2001

The Audit Committee is formally constituted with written terms of reference. All members of the Committee have
a working familiarity with basic finance and accounting practices, and one of its member i.e. Kam Chai Hong,
is a member of the Malaysian Institute of Accountants.

TERMS OF REFERENCE

Composition

The Audit Committee shall be appointed by the Board from amongst the directors and shall consist no fewer
than 3 members, all of them must be non-executive directors, with a majority of them being independent
directors. The member of the Audit Committee shall elect a chairman from among their members who shall be
an independent Director. An alternate Director must not be appointed as a member of the Audit Committee.
29
At least one member of the Audit Committee :

• Must be a member of the Malaysian Institute of Accountants; or

• If he is not a member of the Malaysian Institute of Accountants, he must have at least three years’ working
experience and;

- He must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act,
1976; or

- He must be a member of one of the association of accountants specified in Part II of the 1st Schedule
of the Accountants Act, 1976.

If a member of the Committee resigns, dies, or for any reason ceases to be a member with the results that the
number of members is reduced to less than three, the Board of Directors shall, within three months of that event,
appoint such number of members as may be required to make up the minimum number of three members.

The Company Secretary shall be the Secretary of the Committee.

Meetings

The Committee shall hold at least four regular meetings per year or such additional meetings as the Chairman
shall decide in order to fulfil its duties and if requested to do so by any committee member. As part of its duty
to foster open communication, senior management members and the representative of the internal audit are
normally invited to attend the meetings. The representatives from the external auditors also attend for part or
whole of each meeting and have direct access to the chairman of the committee without the presence of the
executive directors for independent discussions. Other Board members may attend meetings upon invitation of
the Committee.

Annual Report 2014

 Report On Audit Committee (cont’d)

TERMS OF REFERENCE (cont’d)

Powers

In carrying out its duties and responsibilities, the Audit Committee will have the following rights :

• Have explicit authority to investigate any matter within its terms of reference;

• Have the resources which are required to perform its duties;

• Have full, free and unrestricted access to information, records, properties and personnel of the Company
and of any other companies within the Group;

• Have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity (if any);

• Be able to obtain independent professional or other advice through the assistance of the Company
Secretary, to invite outsiders with relevant experience to attend the committee’s meetings (if required) and
to brief the committee thereof;

• The attendance of any particular Audit Committee meeting by other directors and employees of the
Company shall be at the committee’s invitation and discretion and must be specific to the relevant
meeting; and

• Be able to convene meetings with external auditors, excluding the attendance of the executive members
of the committee, whenever deemed necessary.

Duties and Responsibilities

• The following are the main duties and responsibilities of the Audit Committee collectively. These are not
30 exhaustive and can be augmented if necessary by the overall board approval :

- Recommends to the board, the annual appointment of a suitable accounting firm to act as external
auditor, negotiate on the annual audit fee and/or additional fee, consider any letter of resignation or
dismissal and evaluate the basis of billings, if requested. Amongst the factors to be considered for the
appointment are the adequacy of the experience and resources of the firm; the persons assigned to
the audit; and the recommended audit fee payable thereof;

- Discusses with the external auditor before the audit commences, the nature and scope of the audit,
the annual audit plan and ensure co-ordination where more than one audit firm is involved;

• Reviews the quarterly interim results and annual financial statements of the Company, before recommending
to the board for deliberation, focusing particularly on :

- Any changes in accounting policies and practices;

- Significant adjustments arising from the audit;
- The going concern assumption;
- Compliance with accounting standards and other legal requirements.

• Discusses problems and reservations arising from the interim and final audits and any matter the auditor
may wish to discuss in the absence of the management where necessary;

• Reviews the external auditor’s management letter, management’s response and Audit Report;

• Reviews the assistance and co-operation given by the Company and its Group’s officers to the external
and internal auditors;

• Reviews with the internal and external auditors their evaluations of the systems and standards of internal
control and any comments they may have with respect to improving control;

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

YINSON HOLDINGS BERHAD

 Report On Audit Committee (cont’d)

TERMS OF REFERENCE (cont’d)

Duties and Responsibilities (cont’d)

• Reviews any related party transaction and conflict of interest situation that may arise within the Company or
the Group including any transaction, procedure or course of conduct that raises questions of management
integrity;

• Avail to the external and internal auditors a private, confidential audience at any time they desire and
requested it through the Committee Chairman, with or without the prior knowledge of the management;

• Oversees the internal audit function by :

- Reviewing the internal audit plan;

- Reviewing the adequacy of the scope, functions, competency and the resources of the internal audit
function and that it has the necessary authority to carry out its work;

- Reviewing the internal audit programme, processes, the results of the internal audit programme,
processes or investigations undertaken whether or not appropriate action is taken on the
recommendations of the internal audit function;

- Reviewing appraisal or assessing the performance of members of the internal audit function;

- Approving any appointment or termination of senior members of the internal audit; and

- Informing itself of resignations of internal audit staff members and providing the resigning staff member
an opportunity to submit his/her reason for resigning;

• Additional Duties and Responsibilities :

31
- Reviews the Company’s business ethics code, the method of monitoring compliance with the code
and the disposition of reported exceptions.

- Reports to the Board of Directors if there is any breach of the Listing Requirements and recommends
corrective measures.

- Reports to the Bursa Malaysia Securities Berhad if there is any breach of the Listing Requirements, which
the Company has failed to satisfactorily correct after due notice.

• Considers other issues as defined by the board.

INTERNAL AUDIT FUNCTION

The Audit Committee is supported by an independent and adequately resourced internal audit function by
in-house internal audit department. The Committee is aware of the fact that an independent and adequately
resourced internal audit function is essential to assist in obtaining the assurance it requires regarding the
effectiveness of the system of internal control.

The cost for maintaining the Internal Audit function for the year under review approximately RM198,000.00 and
the activities carried out by IA during the year are to carry out independent assessments of the adequacy,
efficiency and effectiveness of the Group’s internal control systems in anticipation of any potential risk areas
within key business processes of the Group.

The findings are set out in the Internal Audit reports and forwarded to the Management team for their attention
and for the necessary remedial actions as recommended.

Annual Report 2014

 Report On Audit Committee (cont’d)

SUMMARY OF ACTIVITIES

The Committee met six times during the current financial year for the following purposes :

• Reviewed the unaudited quarterly financial statements of the Group before the announcements to Bursa
Securities.

• Reviewed the year-end financial statements together with external auditors’ management letter and
management’s response.

• Discussed with the external auditors the audit plan and scope for the year as well as the audit procedures
to be utilised.

• Discussed with the internal auditors on its scope of work, adequacy of resources and co-ordination with
external auditors.

• Reviewed the reports prepared by the internal auditors on the state on internal control of the Group.

• Discussed and reviewed risk management framework.

• Reviewed and discussed on corporate proposal matters.

• Reviewed the internal audit plan.

• Reviewed related party transactions for compliance with Bursa Securities’s Listing Requirements.

The number of Audit Committee’s meetings held during the members’ tenure in office in the current financial
year and the number of meetings attended by each member are as follows :

32 Number of
meetings attended

Dato’ Ir Adi Azmari Bin BK Koya Moideen Kutty Chairman 5/5

Mr. Kam Chai Hong Member 5/5
Tuan Haji Hassan bin Ibrahim Member 5/5

YINSON HOLDINGS BERHAD

 STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are required to prepare the financial statements which give a true and fair view of the financial
position of the Group and of the Company as at 31 January 2014, and of the results and cash flows of the
Group and of the Company for the financial year then ended, in accordance with the requirements of
Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”) and the
requirements of Companies Act, 1965 (the “Act”).

In preparing the financial statements the Directors have,

• used appropriate accounting policies that are consistently applied;

• made judgements and estimates that are prudent and reasonable;

• ensured that all applicable MFRS and IFRS in Malaysia have been followed, subject to any material
departures disclosed and explained in the financial statements; and

• prepared the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the Company will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy
at any time the financial position of the Group and of the Company and to enable them to ensure that the
financial statements comply with the Act and applicable approved accounting standards in Malaysia.

The Directors are also responsible for safeguarding the assets of the Group and the Company and, hence, for
taking reasonable steps for the prevention and detection of fraud and other irregularities.

33

Annual Report 2014

 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 January 2014.

Principal activities

The principal activity of the Company is investment holding.

The principal activities of the subsidiaries are described in Note 21 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

Results

Group Company
RM’000 RM’000

Profit for the year 69,792 5,699

Attributable to:
Owners of the parent 66,429 5,699
Non-controlling interests 3,363 -

69,792 5,699

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

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature other
than the gain on a bargain purchase of approximately RM48.01 million as disclosed in Note 9 and acquisition
costs of approximately RM15.94 million as disclosed in Note 21, arising from the acquisition of subsidiaries and
impairment loss on available-for-sale financial assets of approximately RM19.22 million as disclosed in Note 10.

Dividend

The amount of dividend paid by the Company since 31 January 2013 was as follows:

RM’000

In respect of the financial year ended 31 January 2013:

First and final dividend of 2.5% less 25% taxation on 220,390,610
ordinary shares declared on 31 July 2013 and paid on 10 September 2013 4,132

At the forthcoming Annual General Meeting, a final single tier dividend of 1.25 sen per ordinary shares in respect
of the financial year ended 31 January 2014, amounting to approximately RM12.91 million, 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 January 2015.

YINSON HOLDINGS BERHAD

 Directors’ Report (cont’d)

Directors

The names of the directors of the Company in office since the date of the last report and at the date of this
report are:

Lim Han Weng

Bah Kim Lian
Dato’ Adi Azmari bin B.K. Koya Moideen Kutty
Bah Koon Chye
Kam Chai Hong
Lim Han Joeh
Hassan bin Ibrahim
Lim Chern Yuan

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 acquisition of
shares in or debentures of the Company or any other body corporate.

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 as shown in Note 12 to the financial statements or the fixed salary of a full-time employee of the
Company) by reason of a contract made by the Company or a related corporation with any director or with
a firm of which he is a member, or with a company in which he has a substantial financial interest, except as
disclosed in Note 39 to the financial statements.

Directors’ interests
35
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial
year in shares in the Company during the financial year were as follows:

Number of ordinary shares of RM1 each

Name of director 1.2.2013 Acquired Sold 31.1.2014

The Company

Direct interest:
Lim Han Weng 67,068,042 - - 67,068,042
Bah Kim Lian 22,715,650 - - 22,715,650
Bah Koon Chye 100,000 - 30,000 70,000
Dato’ Adi Azmari bin B.K. Koya Moideen Kutty 68,700 - - 68,700
Lim Han Joeh 10,327,594 - - 10,327,594
Kam Chai Hong 66,000 - - 66,000
Lim Chern Yuan 15,300 - - 15,300

Indirect interest:
Lim Han Weng 34,647,350 - - 34,647,350
Bah Kim Lian 67,640,342 - - 67,640,342
Lim Chern Yuan 89,783,692 - - 89,783,692

Lim Han Weng, Bah Kim Lian and Lim Chern Yuan by virtue of their interests in shares in the Company are also
deemed interested in shares of all the Company’s subsidiaries to the extent the Company has an interest.

Other than as stated above, the other director in office at the end of the financial year did not have any interest
in shares in the Company or its related corporations during the financial year.

Annual Report 2014

 Directors’ Report (cont’d)

Issue of share capital

During the financial year, the Company increased its issued and paid-up ordinary share capital from
RM200,355,100 to RM258,199,610 by way of the issuance of 57,844,510 ordinary shares of RM1.00 each via:

(i) private placement of 20,035,510 new ordinary shares of RM1.00 each, at an issue price of RM2.82 each and.

(ii) share issuance of 37,809,000 new ordinary shares of RM1.00 each, at an issue price of RM2.82 each.

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

Other statutory information

(a) Before the income statements, statements of comprehensive income and statements of financial position
of the Group and of the Company were made out, the directors took reasonable steps:

(i) 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 there were no known bad debts
and that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be
expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) it necessary to write off any bad debts or the amount of the provision for doubtful debts inadequate to
any substantial extent; and
36
(ii) the values attributed to current assets in the financial statements of the Group and of the Company
misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which
would render adherence to the existing methods of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or financial statements of the Group and of the Company which would render any amount stated in
the financial statements misleading.

(e) As at the date of this report, there does not exist:

(i) 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 liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial
year.

(f) In the opinion of the directors:

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

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report which is likely to affect substantially the results of
the operations of the Group or of the Company for the financial year in which this report is made.

YINSON HOLDINGS BERHAD

 Directors’ Report (cont’d)

Significant events

In addition to the significant events disclosed elsewhere in this report, other significant events are disclosed in
Note 21 to the financial statements.

Subsequent events

Details of subsequent events are disclosed in Note 45 to the financial statements.

Auditors

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 28 May 2014.

Lim Han Weng Bah Kim Lian

37

Annual Report 2014

 STATEMENT BY DIRECTORS
pursuant to Section 169(15) of the Companies Act 1965

We, Lim Han Weng and Bah Kim Lian, being two of the directors of Yinson Holdings Berhad, do hereby state that,
in the opinion of the directors, the accompanying financial statements set out on pages 41 to 114 are drawn up
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of Companies Act 1965 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 January 2014 and of their financial performance and the cash flows
for the year then ended.

The information set out in Note 47 to the financial statements on page 115 have been prepared in accordance
with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated 28 May 2014.

Lim Han Weng Bah Kim Lian

Statutory declaration
pursuant to Section 169(16) of the Companies Act 1965
38
I, Tan Fang Fing, being the officer primarily responsible for the financial management of Yinson Holdings Berhad,
do solemnly and sincerely declare that the accompanying financial statements set out on pages 41 to 114 are
in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act 1960.

Subscribed and solemnly declared )

by the abovenamed Tan Fang Fing )
at Johor Bahru in the State of Johor )
on 28 May 2014 ) Tan Fang Fing

Before me,



SULONG BIN AWANG A.M.N.
Commission for Oaths

YINSON HOLDINGS BERHAD

 INDEPENDENT AUDITORS’ REPORT
to the members of Yinson Holdings Berhad (Incorporated in Malaysia)

Report on the financial statements

We have audited the financial statements of Yinson Holdings Berhad, which comprise statements of financial
position as at 31 January 2014 of the Group and of the Company, and income statements, statements of
comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the
Company for the year then ended, and a summary of significant accounting policies and other explanatory
information, as set out on pages 41 to 114.

Directors’ responsibility for the financial statements

The directors of the Company are responsible for the preparation of financial statements so as to give a true
and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for
such internal control as the directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgment, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the financial statements. 39

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the
Company as at 31 January 2014 and of their financial performance and cash flows for the year then ended in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia.

Report on other legal and regulatory requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we
have not acted as auditors, which are indicated in Note 21 to the financial statements, being financial
statements that have been included in the consolidated financial statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
financial statements of the Company are in form and content appropriate and proper for the purposes of
the preparation of the consolidated financial statements and we have received satisfactory information
and explanations required by us for those purposes.

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification
and did not include any comment required to be made under Section 174(3) of the Act.

Annual Report 2014

 Independent Auditors’ Report (cont’d)
to the members of Yinson Holdings Berhad (Incorporated in Malaysia)

Other reporting responsibilities

The supplementary information set out in Note 47 on page 115 is disclosed to meet the requirement of Bursa
Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the
preparation of the supplementary information in accordance with Guidance on Special Matter No. 1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”)
and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared,
in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities
Berhad.

Other matters

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

Ernst & Young Lee Ah Too

AF: 0039 2187/09/15(J)
Chartered Accountants Chartered Accountant


Melaka, Malaysia
Date: 28 May 2014
40

YINSON HOLDINGS BERHAD

 STATEMENTS OF PROFIT OR LOSS
for the financial year ended 31 January 2014

Group Company
Note 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Revenue 7 941,861 865,221 7,949 9,500
Cost of sales 8 (867,342) (780,639) - -

Gross profit 74,519 84,582 7,949 9,500

Other items of income
Interest income 3,694 3,037 4,096 3,649
Dividend income 1 2 - -
Rental income 381 406 - -
Other income 9 58,497 4,346 7,045 2
Other items of expenses
Administrative expenses 10 (63,741) (29,954) (3,048) (2,999)
Finance costs 13 (28,971) (17,286) (10,277) (4,519)
Share of results of
joint ventures 35,686 (267) - -
Share of results of associates (1,316) (427) - -

Profit before tax 78,750 44,439 5,765 5,633

Income tax expense 14 (8,958) (8,156) (66) -

Profit for the year 69,792 36,283 5,699 5,633

Attributable to:
Owners of the parent 66,429 33,884 5,699 5,633
Non-controlling interests 3,363 2,399 - -
41
69,792 36,283 5,699 5,633

Earnings per share attributable
to owners of the parent
(sen per share)
Basic 15(a) 30.3 17.3
Diluted 15(b) N/A N/A

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

Annual Report 2014

 STATEMENTS OF COMPREHENSIVE INCOME
for the financial year ended 31 January 2014

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Profit for the year 69,792 36,283 5,699 5,633
Other comprehensive income
Other comprehensive income to be
reclassified to profit or loss in subsequent
periods:
- Exchange differences on
translation of foreign operations 22,043 (183) - -
- Net loss on available-for-sale
financial assets (12,378) (10,323) - -
- Reclassification of cumulative loss of AFS
reserve recognised as impairment loss to
profit or loss 19,223 - - -

Other comprehensive income/(loss) for the year 28,888 (10,506) - -

Total comprehensive income for the year 98,680 25,777 5,699 5,633

Attributable to:
Owners of the parent 95,317 23,378 5,699 5,633
Non-controlling interests 3,363 2,399 - -

98,680 25,777 5,699 5,633

42

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

YINSON HOLDINGS BERHAD

 STATEMENTS OF FINANCIAL POSITION
as at 31 January 2014

Group Company
2014 2013 2014 2013
Note RM’000 RM’000 RM’000 RM’000

Assets

Non-current assets
Property, plant and equipment 17 1,023,958 232,313 - -
Investment properties 18 15,155 15,175 - -
Land use rights 19 4,420 4,516 - -
Intangible assets 20 109 114 - -
Investment in subsidiaries 21 - - 36,145 36,139
Investment in joint ventures 22 357,965 153,498 198,838 153,131
Investment in associates 23 29,211 29,016 30 -
Other receivables 26 1,981 - 37,934 34,339
Available-for-sale financial assets 24 15,733 11,391 - -
Deferred tax assets 36 1,148 - - -

1,449,680 446,023 272,947 223,609

Current assets
Inventories 25 40,041 680 - -
Trade and other receivables 26 376,623 287,549 436,497 134,922
Other current assets 27 9,420 42,031 1,075 39,412
Tax recoverable 420 734 281 338
Marketable securities 13 44 - -
Cash and bank balances 28 267,077 23,837 5,671 211

693,594 354,875 443,524 174,883 43

Total assets 2,143,274 800,898 716,471 398,492

Annual Report 2014

 Statements Of Financial Position (cont’d)
as at 31 January 2014

Group Company
2014 2013 2014 2013
Note RM’000 RM’000 RM’000 RM’000

Equity and liabilities

Equity
Issued capital 29 258,200 200,355 258,200 200,355
Share premium 112,941 8,076 112,941 8,076
Reserves 30 17,344 (11,544) - -
Retained earnings 31 146,642 84,345 2,908 1,341

Equity attributable to owners of the parent 535,127 281,232 374,049 209,772

Non-controlling interests 5,919 2,556 - -

Total equity 541,046 283,788 374,049 209,772

Non-current liabilities
Loans and borrowings 32 668,394 139,406 22,789 27,238
Net employee defined benefit liabilities 34 7,669 - - -
Unfavourable contracts 35 75,483 - - -
Deferred tax liabilities 36 11,246 2,796 - -

762,792 142,202 22,789 27,238

Current liabilities
Loans and borrowings 32 621,739 309,135 221,218 146,624
44 Trade and other payables 37 180,795 65,006 98,415 14,858
Unfavourable contracts 35 24,577 - - -
Derivatives 38 127 120 - -
Tax payables 12,198 647 - -

839,436 374,908 319,633 161,482

Total liabilities 1,602,228 517,110 342,422 188,720

Total equity and liabilities 2,143,274 800,898 716,471 398,492

YINSON HOLDINGS BERHAD

 STATEMENTS OF CHANGES IN EQUITY
for the financial year ended 31 January 2014

Attributable to owners of the parent

Non-Distributable Distributable
Foreign
currency Non-
Issued Share translation Available-for- Retained controlling Total
capital premium reserve sale reserve earnings Total interests equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(Note 29) (Note 30 (a)) (Note 30 (b)) (Note 31)

2014

As at 1 February 2013 200,355 8,076 (1,221) (10,323) 84,345 281,232 2,556 283,788

Profit for the year - - - - 66,429 66,429 3,363 69,792
Other comprehensive income - - 22,043 6,845 - 28,888 - 28,888

Total comprehensive income 200,355 8,076 20,822 (3,478) 150,774 376,549 5,919 382,468

Transactions with owners
Cash dividend (Note 16) - - - - (4,132) (4,132) - (4,132)
Issue of share capital 57,845 105,277 - - - 163,122 - 163,122
Share issuance expenses - (412) - - - (412) - (412)

57,845 104,865 - - (4,132) 158,578 - 158,578

At 31 January 2014 258,200 112,941 20,822 (3,478) 146,642 535,127 5,919 541,046

Annual Report 2014

45
 46
Statements Of Changes In Equity (cont’d)
for the financial year ended 31 January 2014

Attributable to owners of the parent

Non-Distributable Distributable
Foreign

YINSON HOLDINGS BERHAD

currency Non-
Issued Share translation Available-for- Retained controlling Total
capital premium reserve sale reserve earnings Total interests equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(Note 29) (Note 30 (a)) (Note 30 (b)) (Note 31)

2013

As at 1 February 2012 75,347 4,369 (1,038) - 79,024 157,702 (325) 157,377

Profit for the year - - - - 33,884 33,884 2,399 36,283
Other comprehensive income - - (183) (10,323) - (10,506) - (10,506)

Total comprehensive income 75,347 4,369 (1,221) (10,323) 112,908 181,080 2,074 183,154

Transactions with owners

Cash dividend (Note 16) - - - - (3,757) (3,757) - (3,757

Issue of share capital 125,008 4,942 - - (24,806) 105,144 482 105,626
Share issuance expenses - (1,235) - - - (1,235) - (1,235)

125,008 3,707 - - (28,563) 100,152 482 100,634

At 31 January 2013 200,355 8,076 (1,221) (10,323) 84,345 281,232 2,556 283,788

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
 STATEMENTS OF CHANGES IN EQUITY
for the financial year ended 31 January 2014

Non-
Distributable Distributable
Issued Share Retained Total
capital premium earnings equity
Company RM’000 RM’000 RM’000 RM’000
(Note 29) (Note 31)

2014

As at 1 February 2013 200,355 8,076 1,341 209,772

Total comprehensive income - - 5,699 5,699

Transactions with owners

Cash dividend (Note 16) - - (4,132) (4,132)
Issue of share capital 57,845 105,277 - 163,122
Share issuance expenses - (412) - (412)

57,845 104,865 (4,132) 158,578

At 31 January 2014 258,200 112,941 2,908 374,049

2013

As at 1 February 2012 75,347 4,369 24,271 103,987

Total comprehensive income - - 5,633 5,633

Transactions with owners 47
Cash dividend (Note 16) - - (3,757) (3,757)
Issue of share capital 125,008 4,942 (24,806) 105,144
Share issuance expenses - (1,235) - (1,235)

125,008 3,707 (28,563) 100,152

At 31 January 2013 200,355 8,076 1,341 209,772

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

Annual Report 2014

 STATEMENTS OF CASH FLOWS
for the financial year ended 31 January 2014

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Operating activities
Profit before tax 78,750 44,439 5,765 5,633
Adjustments for:
Amortisation and depreciation 22,825 13,711 - -
Amortisation of unfavourable contracts (2,111) - - -
Impairment loss on:
- trade receivables 5,831 1,828 - -
- other receivables 11 15 - -
Reversal of impairment loss on:
- trade receivables (8) (232) - -
- other receivables (6) (8) - -
Bad debts written off - 9,331 - -
Impairment loss on available-for-sale
financial assets 19,223 - - -
Unrealised (gain)/loss on foreign exchange (4,263) (611) (4,025) 254
Finance costs 28,971 17,286 10,277 4,519
Fair value (gain)/loss on:
- investment properties 20 2 - -
- marketable securities (2) 3 - -
- derivatives 7 - - -
Gain on a bargain purchase:
- investment in an associate - (3,051) - -
- acquisition of subsidiaries (48,014) - - -
Gain on disposal of property, plant
and equipment (558) (91) - -
48 Loss on disposal of asset held for sale - 34 - -
Plant and equipment written off 350 202 - -
Impairment of property, plant and equipment - 200 - -
Share of results of joint ventures (35,686) 267 - -
Share of results of associates 1,316 427 - -
Dividend income (1) (2) (7,949) (9,500)
Interest income (3,694) (3,037) (4,096) (3,649)

Operating cash flows before working

capital changes 62,961 80,713 (28) (2,743)
Receivables (78,465) (70,017) 997 (40,820)
Other current assets 32,611 (23,379) 38,337 (22,919)
Inventories (36,946) (25) - -
Payables 10,960 (17,903) (2,882) (10,790)
Short term deposits - 238 - 240

Cash flows from/(used in) operations (8,879) (30,373) 36,424 (77,032)

Interest received 3,694 3,037 4,096 3,649
Interest paid (26,502) (16,192) (8,430) (3,798)
Taxes paid (11,543) (8,531) (9) -

Net cash flows (used in)/from

operating activities (43,230) (52,059) 32,081 (77,181)

YINSON HOLDINGS BERHAD

 Statements Of Cash Flows (cont’d)
for the financial year ended 31 January 2014

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Investing activities
Dividend received 1 2 7,949 9,500
Dilution of interest in a subsidiary - - - 1
Increase in amount due from subsidiaries - - (286,541) (2,992)
Net cash flow on acquisition of subsidiaries (358,320) - (6) (82)
Investment in joint ventures (44,105) (124,212) (49,406) (123,287)
Investment in associates (193) (26,392) (30) -
Proceeds from disposal of property,
plant and equipment 4,324 606 - -
Proceeds from disposal of asset held for sale - 576 - -
Purchase of intangible assets (3) (8) - -
Purchase of property, plant and equipment (3,118) (23,186) - -
Purchase of an investment property - (322) - -

Net cash flows used in investing activities (401,414) (172,936) (328,034) (116,860)

Financing activities
Increase in short-term borrowings 62,899 7,323 16,728 -
Advances from directors 84,572 - 84,592 -
Drawdown of term loans 404,647 216,777 48,402 176,854
Repayment of term loans (32,502) (103,943) (6,887) (83,926)
Dividend paid (4,132) (3,757) (4,132) (3,757)
Repayment of obligations under finance leases (3,826) (1,877) - -
Proceeds from issuance of shares 163,122 105,144 163,122 105,144
Share issuance expenses (412) (1,235) (412) (1,235) 49
Proceeds from non-controlling interests - 482 - -
Placement of fixed deposit pledged
as security (Note 28) (66,914) - - -

Net cash flows from financing activities 607,454 218,914 301,413 193,080

Net increase/(decrease) in cash and cash

equivalents 162,810 (6,081) 5,460 (961)
Effects of foreign exchange rate changes 11,110 (3,352) - -
Cash and cash equivalents at beginning of year 11,064 20,497 211 1,172

Cash and cash equivalents at end of year

(Note 28) 184,984 11,064 5,671 211

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

Annual Report 2014

 Notes to the Financial Statements
for the financial year ended 31 January 2014

1. Corporate information

Yinson Holdings Berhad (the “Company”) is a public limited liability company, incorporated and domiciled
in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office of the
Company is located at No. 25, Jalan Firma Dua, Kawasan Perindustrian Tebrau IV, 81100 Johor Bahru, Johor
Darul Ta’zim.

The principal activity of the Company is investment holding.

The principal activities of the subsidiaries are described in Note 21 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

2.1 Basis of preparation

The consolidated financial statements of Yinson Holdings Berhad and its subsidiaries (the “Group”) have
been prepared in accordance with Malaysian Financial Reporting Standards (MFRS), International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)
and the requirements of the Companies Act, 1965 in Malaysia.

The consolidated financial statements have been prepared on a historical cost basis, except as
disclosed in the accounting policies below.

The consolidated financial statements are presented in Ringgit Malaysia (RM) and all values are
rounded to the nearest thousand (RM’000), except when otherwise indicated.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries
as at 31 January 2014. Control is achieved when the Group is exposed, or has rights, to variable returns
50 from its involvement with the investee and has the ability to affect those returns through its power over
the investee. Specifically, the Group controls an investee if and only if the Group has:

- Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);

- Exposure, or rights, to variable returns from its involvement with the investee; and

- The ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an investee, including:

- The contractual arrangement with the other vote holders of the investee;

- Rights arising from other contractual arrangements; and

- The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins
when the Group obtains control over the subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the
year are included in the statement of comprehensive income from the date the Group gains control
until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the owners
of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the financial statements
of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-
group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

2.2 Basis of consolidation (cont’d)

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:

- Derecognises the assets (including goodwill) and liabilities of the subsidiary;

- Derecognises the carrying amount of any non-controlling interests;

- Derecognises the cumulative translation differences recorded in equity;

- Recognises the fair value of the consideration received;

- Recognises the fair value of any investment retained;

- Recognises any surplus or deficit in profit or loss; and

- Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets
or liabilities

3. Summary of significant accounting policies

3.1 Business combinations and goodwill

Business combinations involving entities under common control are accounted for by applying
the pooling of interest method. The assets and liabilities of the combining entities are reflected at
their carrying amounts reported in the consolidated financial statements of the controlling holding
company. Any difference between the consideration paid and the share capital of the “acquired”
entity is reflected within equity as merger reserve. The statement of comprehensive income reflects 51
the results of the combining entities for the full year, irrespective of when the combination takes place.
Comparatives are presented as if the entities have always been combined since the date the entities
had come under common control.

In other case of acquisitions, 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 interests in the acquiree. For
each business combination, the Group elects whether to measure the non-controlling interests in the
acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-
related costs are expensed as incurred 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, any previously held equity interest is re-measured
at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then
considered in the determination of goodwill.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument
and within the scope of MFRS 139 Financial Instruments: Recognition and Measurement, is measured
at fair value with changes in fair value recognised either in either profit or loss or as a change to OCI.
If the contingent consideration is not within the scope of MFRS 139, it is measured in accordance with
the appropriate MFRS. Contingent consideration that is classified as equity is not re-measured and
subsequent settlement is accounted for within equity.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.1 Business combinations and goodwill (cont’d)

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used
to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an
excess of the fair value of net assets acquired over the aggregate consideration transferred, then the
gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group’s cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that
unit is disposed of, the goodwill associated with the disposed operation is included in the carrying
amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these
circumstances is measured based on the relative values of the disposed operation and the portion of
the cash-generating unit retained.

3.2 Investment in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control
or joint control over those policies.
52
A joint venture is a type of joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed
sharing of control of an arrangement, which exists only when decisions about the relevant activities
require unanimous consent of the parties sharing control.

The considerations made in determining significant influence or joint control are similar to those
necessary to determine control over subsidiaries.

The Group’s investments in its associate and joint venture are accounted for using the equity
method.

Under the equity method, the investment in an associate or a joint venture is initially recognised at cost.
The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net
assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate
or joint venture is included in the carrying amount of the investment and is neither amortised nor
individually tested for impairment.

The profit or loss reflects the Group’s share of the results of operations of the associate or joint venture.
Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there
has been a change recognised directly in the equity of the associate or joint venture, the Group
recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised
gains and losses resulting from transactions between the Group and the associate or joint venture are
eliminated to the extent of the interest in the associate or joint venture.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.2 Investment in associates and joint ventures (cont’d)

The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on
the face of the profit or loss outside operating profit and represents profit or loss after tax and non-
controlling interests in the subsidiaries of the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period
as the Group except for an associate as disclosed in Note 23. When necessary, adjustments are made
to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise
an impairment loss on its investment in its associate or joint venture. At each reporting date, the
Group determines whether there is objective evidence that the investment in the associate or joint
venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the
difference between the recoverable amount of the associate or joint venture and its carrying value,
then recognises the loss as ‘Share of profit of an associate and a joint venture’ in the statement of profit
or loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group
measures and recognises any retained investment at its fair value. Any difference between the carrying
amount of the associate or joint venture upon loss of significant influence or joint control and the fair
value of the retained investment and proceeds from disposal is recognised in profit or loss.

3.3 Current versus non-current classification

The Group presents assets and liabilities in statement of financial position based on current/non-current
classification. An asset as current when it is:

- Expected to be realised or intended to sold or consumed in normal operating cycle; 53

- Held primarily for the purpose of trading;

- Expected to be realised within twelve months after the reporting period; or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.

All other assets are classified as non-current. A liability is current when:

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading;

- It is due to be settled within twelve months after the reporting period; or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as
non-current assets and liabilities.

3.4 Fair value measurement

The Group measures financial instruments, such as, derivatives, and non-financial assets such as
investment properties, at fair value at each statement of financial position date. Also, fair values of
financial instruments measured at amortised cost are disclosed in Note 41.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.4 Fair value measurement (cont’d)

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.

The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.

A fair value measurement of a non-financial asset 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 uses 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 is 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 the fair value measurement as a whole:

54 - 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 the fair value
measurement is directly or indirectly observable; and

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

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

The Group’s senior management determines the policies and procedures for both recurring fair value
measurement, such as investment properties and unquoted AFS financial assets.

External valuers are involved for valuation of significant assets, such as properties. Involvement
of external valuers is decided upon annually by the senior management after discussion with and
approval by the Company’s audit committee. Selection criteria include market knowledge, reputation,
independence and whether professional standards are maintained. The senior management decides,
after discussions with the Group’s external valuers, which valuation techniques and inputs to use for
each case.

At each reporting date, the senior management analyses the movements in the values of assets and
liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies.
For this analysis, the senior management verifies the major inputs applied in the latest valuation by
agreeing the information in the valuation computation to contracts and other relevant documents.

The senior management, in conjunction with the Group’s external valuers, also compares each the
changes in the fair value of each asset and liability with relevant external sources to determine whether
the change is reasonable.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.4 Fair value measurement (cont’d)

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

3.5 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured, regardless of when the payment is being made.
Revenue is measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment and excluding taxes or duty. The Group has concluded that
it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue
arrangements, has pricing latitude and is also exposed to inventory and credit risks.

The specific recognition criteria described below must also be met before revenue is recognised.

(i) Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership
of the goods have passed to the buyer, usually on delivery of the goods.

(ii) Rendering of services

Revenue from rendering services is recognised upon services rendered. When the contract
outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses
incurred are eligible to be recovered.

(iii) Dividends 55

Revenue is recognised when the Group’s right to receive the payment is established, which is
generally when shareholders approve the dividend.

(iv) Rental income

Rental income arising from operating leases on investment properties 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.

(v) Vessel charter fees

Revenue from vessel chartering contracts classified as operating leases are recognised on a
straight-line basis over the lease period for which the customer has contractual right over the
vessel.

3.6 Taxes

(i) Current income tax

Current income tax assets and liabilities for the current period are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted, at the
reporting date in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and
not in the statement of profit or loss. Management periodically evaluates positions taken in
the tax returns with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.6 Taxes (cont’d)

(ii) Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

- When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and

- In respect of taxable temporary differences associated with investments in subsidiaries,

associates and interests in joint ventures, when the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent
that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised,
except:

- When the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and,
at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
56 and

- In respect of deductible temporary differences associated with investments in subsidiaries,

associates and interests in joint ventures, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable
profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in OCI or
directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set
off current tax assets against current income tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.6 Taxes (cont’d)

(iii) Sales tax

Expenses and assets are recognised net of the amount of sales tax, except:

- When the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case, the sales tax is recognised as part of the cost of acquisition
of the asset or as part of the expense item, as applicable; and

- When receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as
part of receivables or payables in the statement of financial position.

3.7 Foreign currencies

The Group’s consolidated financial statements are presented in RM, which is also the parent company’s
functional currency. The Group determines the functional currency for each entity and items included
in the financial statements of each entity are measured using that functional currency. The Group uses
the direct method of consolidation and has elected to recycle the gain or loss that arises from using
this method.

(i) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective
functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional 57
currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss
with the exception of monetary items that are designated as part of the hedge of the Group’s net
investment of a foreign operation. These are recognised in other comprehensive income until the
net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss.
Tax charges and credits attributable to exchange differences on those monetary items are also
recorded in other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates 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 on translation of non-monetary items
measured at fair value is treated in line with the recognition of gain or loss on change in fair value
of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other
comprehensive income or profit or loss are also recognised in other comprehensive income or
profit or loss, respectively).

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to
the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and
liabilities of the foreign operation and translated at the spot rate of exchange at the reporting
date.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.7 Foreign currencies (cont’d)

(ii) Group companies

On consolidation, the assets and liabilities of foreign operations are translated into RM at the rate
of exchange prevailing at the reporting date and their statements of profit or loss are translated
at exchange rates prevailing at the dates of the transactions. The exchange differences arising
on translation for consolidation are recognised in other comprehensive income. On disposal of
a foreign operation, the component of other comprehensive income relating to that particular
foreign operation is recognised in profit or loss.

3.8 Cash dividend and non-cash distribution to owners of the parent

The Company recognises a liability to make cash or non-cash distributions to owners of the parent
when the distribution is authorised and the distribution is no longer at the discretion of the Company.

Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re-
measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and
the carrying amount of the assets distributed is recognised in the statement of profit or loss.

3.9 Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and
equipment and borrowing costs for long-term construction projects if the recognition criteria are met.
When significant parts of property, plant and equipment are required to be replaced at intervals,
58 the Group recognises such parts as individual assets with specific useful lives and depreciates them
accordingly. Likewise, when a major inspection is performed, its cost is recognised in the carrying
amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other
repair and maintenance costs are recognised in profit or loss as incurred. The present value of the
expected cost for the decommissioning of an asset after its use is included in the cost of the respective
asset if the recognition criteria for a provision are met.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Leasehold land 50 to 60 years

Buildings 50 years
Electrical installation 5 years
Motor vehicles 10 years
Renovation, equipment, furniture and fittings 10 years
Tug boats, barges and boat equipment 10 years
Vessels 20 years

An item of property, plant and equipment and any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain
or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the
asset is derecognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.10 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of
the arrangement at the inception date. The arrangement is assessed for whether fulfilment of the
arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right
to use the asset or assets, even if that right is not explicitly specified in an arrangement.

(i) Group as a lessee

Finance leases that transfer substantially all the risks and benefits incidental to ownership of the
leased item to the Group, are capitalised at the commencement of the lease at the fair value
of the leased property 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 asset is depreciated over the useful life of the asset. However, if there is no reasonable
certainty that the Group 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.

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.

(ii) Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of
an asset are classified as operating leases. Initial direct costs incurred in negotiating 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 59
which they are earned.

3.11 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as
part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing
of funds.

3.12 Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at fair value, which reflects market conditions at the
reporting date. Gains or losses arising from changes in the fair values of investment properties are
included in profit or loss in the period in which they arise, including the corresponding tax effect.
Fair values are determined based on an annual evaluation performed by an accredited external
independent valuer.

Investment properties are derecognised either when they have been disposed of or when they are
permanently withdrawn from use and no future economic benefit is expected from their disposal. The
difference between the net disposal proceeds and the carrying amount of the asset is recognised in
the statement of profit or loss in the period of derecognition.

Transfers are made to (or from) investment property only when there is a change in use. For a transfer
from investment property to owner-occupied property, the deemed cost for subsequent accounting
is the fair value at the date of change in use. If owner-occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under property,
plant and equipment up to the date of change in use.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.13 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible
assets acquired in a business combination is their fair value at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses.Internally generated intangibles, excluding capitalised development costs, are
not capitalised and the related expenditure is reflected in profit or loss in the period in which the
expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each
reporting period. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset are considered to modify the amortisation period or method,
as appropriate, and are treated as changes in accounting estimates. The amortisation expense on
intangible assets with finite lives is recognised in the statement of profit or loss as the expense category
that is consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually,
either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed
annually to determine whether the indefinite life continues to be supportable. If not, the change in
useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in the
statement of profit or loss when the asset is derecognised.
60
3.14 Financial instruments – initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

(i) Financial assets

(a) Initial recognition and measurement

Financial assets are classified, at initial recognition, as financial assets at fair value through profit
or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets,
or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial assets are recognised initially at fair value plus, in the case of financial assets not
recorded at fair value through profit or loss, transaction costs that are attributable to the
acquisition of the financial asset.

Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are
recognised on the trade date, i.e., the date that the Group commits to purchase or sell the
asset.

(b) Subsequent measurement

For purposes of subsequent measurement financial assets are classified in four categories:

- Financial assets at fair value through profit or loss;

- Loans and receivables;

- Held-to-maturity investments; and

- Available-for-sale financial assets.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.14 Financial instruments – initial recognition and subsequent measurement (cont’d)

(i) Financial assets (cont’d)

(b) Subsequent measurement (cont’d)

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading
and financial assets designated upon initial recognition at fair value through profit or loss.
Financial assets are classified as held for trading if they are acquired for the purpose of selling
or repurchasing in the near term. Derivatives, including separated embedded derivatives are
also classified as held for trading unless they are designated as effective hedging instruments
as defined by MFRS 139.

Financial assets at fair value through profit or loss are carried in the statement of financial
position at fair value with net changes in fair value presented as finance costs (negative net
changes in fair value) or finance income (positive net changes in fair value) in the statement
of profit or loss.

Derivatives embedded in host contracts are accounted for as separate derivatives and
recorded at fair value if their economic characteristics and risks are not closely related to
those of the host contracts and the host contracts are not held for trading or designated at
fair value though profit or loss. These embedded derivatives are measured at fair value with
changes in fair value recognised in profit or loss. Re-assessment only occurs if there is either
a change in the terms of the contract that significantly modifies the cash flows that would
otherwise be required or a reclassification of a financial asset out of the fair value through
profit or loss.
61
Loans and receivables

This category is the most relevant to the Group. Loans and receivables are non-derivative
financial assets with fixed or determinable payments that are not quoted in an active market.
After initial measurement, such financial assets are subsequently measured at amortised cost
using the effective interest rate (EIR) method, less impairment. Amortised cost is calculated
by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included in finance income in the statement of
profit or loss. The losses arising from impairment are recognised in the statement of profit or loss
in finance costs for loans and in cost of sales or other operating expenses for receivables.

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturities are
classified as held to maturity when the Group has the positive intention and ability to hold
them to maturity. After initial measurement, held to maturity investments are measured at
amortised cost using the EIR, less impairment. Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance income in the statement of profit or loss.
The losses arising from impairment are recognised in the statement of profit or loss as finance
costs.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.14 Financial instruments – initial recognition and subsequent measurement (cont’d)

(i) Financial assets (cont’d)

(b) Subsequent measurement (cont’d)

The Group did not have any held-to-maturity investments during the years ended 31 January
2014 and 2013.

Available-for-sale (AFS) financial assets

AFS financial investments include equity investments and debt securities. Equity investments
classified as AFS are those that are neither classified as held for trading nor designated at fair
value through profit or loss. Debt securities in this category are those that are intended to be
held for an indefinite period of time and that may be sold in response to needs for liquidity or
in response to changes in the market conditions.

After initial measurement, AFS financial assets are subsequently measured at fair value
with unrealised gains or losses recognised in OCI and credited in the AFS reserve until the
investment is derecognised, at which time the cumulative gain or loss is recognised in other
operating income, or the investment is determined to be impaired, when the cumulative
loss is reclassified from the AFS reserve to the statement of profit or loss. Interest earned whilst
holding AFS financial assets is reported as interest income using the EIR method.

The Group evaluates whether the ability and intention to sell its AFS financial assets in the
near term is still appropriate. When, in rare circumstances, the Group is unable to trade these
financial assets due to inactive markets, the Group may elect to reclassify these financial
assets if the management has the ability and intention to hold the assets for foreseeable
62 future or until maturity.

For a financial asset reclassified from the AFS category, the fair value carrying amount at the
date of reclassification becomes its new amortised cost and any previous gain or loss on the
asset that has been recognised in equity is amortised to profit or loss over the remaining life
of the investment using the EIR. Any difference between the new amortised cost and the
maturity amount is also amortised over the remaining life of the asset using the EIR. If the asset
is subsequently determined to be impaired, then the amount recorded in equity is reclassified
to the statement of profit or loss.

(c) Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of
similar financial assets) is primarily derecognised (i.e. removed from the group’s consolidated
statement of financial position) when:

The rights to receive cash flows from the asset have expired, or

The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates if and to what extent it has retained the risks
and rewards of ownership. When it has neither transferred nor retained substantially all of
the risks and rewards of the asset, nor transferred control of the asset, the Group continues
to recognise the transferred asset to the extent of the Group’s continuing involvement. In
that case, the Group also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the
Group has retained.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.14 Financial instruments – initial recognition and subsequent measurement (cont’d)

(i) Financial assets (cont’d)

(c) Derecognition (cont’d)

Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum amount
of consideration that the Group could be required to repay.

(ii) Impairment of financial assets

The Group assesses, at each reporting date, whether there is objective evidence that a financial
asset or a group of financial assets is impaired. An impairment exists if one or more events that
has occurred since the initial recognition of the asset (an incurred ‘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
observable data indicating that there is a measurable decrease in the estimated future cash
flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses whether impairment exists
individually for financial assets that are individually significant, or collectively for financial assets
that are not individually significant.

If the Group determines that no objective evidence of impairment exists for an individually 63
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 continues to
be, recognised are not included in a collective assessment of impairment.

The amount of any impairment loss identified is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future expected
credit losses that have not yet been incurred). The present value of the estimated future cash flows
is discounted at the financial asset’s original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the
loss is recognised in statement of profit or loss. Interest income (recorded as finance income in
the statement of profit or loss) 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. 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. 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 write-off is later recovered, the recovery is credited to finance costs in the statement
of profit or loss.

Available-for-sale (AFS) financial assets

For AFS financial assets, the Group assesses at each reporting date whether there is objective
evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as AFS, objective evidence would include a significant
or prolonged decline in the fair value of the investment below its cost. ‘Significant’ is evaluated
against the original cost of the investment and ‘prolonged’ against the period in which the fair
value has been below its original cost.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.14 Financial instruments – initial recognition and subsequent measurement (cont’d)

(ii) Impairment of financial assets (cont’d)

Available-for-sale (AFS) financial assets (continued)

When there is evidence of impairment, the cumulative loss – measured as the difference between
the acquisition cost and the current fair value, less any impairment loss on that investment
previously recognised in the statement of profit or loss – is removed from OCI and recognised in
the statement of profit or loss. Impairment losses on equity investments are not reversed through
profit or loss; increases in their fair value after impairment are recognised in OCI.

In the case of debt instruments classified as AFS, the impairment is assessed based on the same
criteria as financial assets carried at amortised cost. However, the amount recorded for impairment
is the cumulative loss measured as the difference between the amortised cost and the current fair
value, less any impairment loss on that investment previously recognised in the statement of profit
or loss.

Future interest income continues to be accrued based on the reduced carrying amount of the
asset, 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. If, in a subsequent
year, the fair value of a debt instrument increases and the increase can be objectively related to
an event occurring after the impairment loss was recognised in the statement of profit or loss, the
impairment loss is reversed through the statement of profit or loss.

(iii) Financial liabilities

(a) Initial recognition and measurement

64
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts, financial guarantee contracts and derivative financial instruments.

(b) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments
entered into by the Group that are not designated as hedging instruments in hedge
relationships as defined by MFRS 139. Separated embedded derivatives are also classified as
held for trading unless they are designated as effective hedging instruments.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.14 Financial instruments – initial recognition and subsequent measurement (cont’d)

(iii) Financial liabilities (cont’d)

(b) Subsequent measurement (cont’d)

Financial liabilities at fair value through profit or loss (continued)

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, and only if the criteria in MFRS 139 are satisfied.

Loans and borrowings

This is the category most relevant to the Group. After initial recognition, interest-bearing loans
and borrowings are subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in profit or loss when the liabilities are derecognised as well as
through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance
costs in the statement of profit or loss.

This category generally applies to interest-bearing loans and borrowings.

Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment 65
to be made to reimburse the holder for a loss it incurs because the specified debtor fails to
make a payment when due in accordance with the terms of a debt instrument. Financial
guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction
costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability
is measured at the higher of the best estimate of the expenditure required to settle the present
obligation at the reporting date and the amount recognised less cumulative amortisation.

(c) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled, or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts
is recognised in the statement of profit or loss.

(iv) Offsetting of financial instruments

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

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.15 Derivative financial instruments

The Group uses derivative financial instruments, interest rate swaps, to hedge its interest rate risks. Such
derivative financial instruments are initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss,
except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified
to profit or loss when the hedge item affects profit or loss.

3.16 Inventories

Inventories are valued at the lower of cost and net realisable value.

Purchase costs and other costs incurred in bringing the trading goods and consumables to its present
location and condition are accounted for on a first in, first out basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and the estimated costs necessary to make the sale.

3.17 Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be
impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group
estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or
cash-generating unit’s (CGU) fair value less costs of disposal and its value in use.

66 Recoverable amount is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.

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. In determining fair value less costs of disposal, recent market transactions are
taken into account. If no such transactions can be identified, an appropriate valuation model is used.
These calculations are corroborated by valuation multiples, quoted share prices for publicly traded
companies or other available fair value indicators.

Impairment losses of continuing operations, including impairment on inventories, are recognised in

the statement of profit or loss in expense categories consistent with the function of the impaired asset,
except for properties previously revalued with the revaluation taken to OCI. For such properties, the
impairment is recognised in OCI up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether
there is an indication that previously recognised impairment losses no longer exist or have decreased.
If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously
recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal
is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed
the carrying amount that would have been determined, net of depreciation, had no impairment loss
been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss
unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation
increase.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

3. Summary of significant accounting policies (cont’d)

3.18 Cash and short-term deposits

Cash and short-term deposits in the statement of financial position comprise cash at banks and on
hand and short-term deposits with a maturity of three months or less.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-
term deposits, as defined above, net of outstanding bank overdrafts.

3.19 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, 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.
When the Group expects some or all of a provision to be reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of
any reimbursement.

3.20 Pensions and other post-employment benefits

The Group makes contributions to the Employee Provident Fund in Malaysia, a defined contribution
pension scheme. Contributions to defined contribution pension schemes are recognised as an expense
in the period in which the related service is performed.

The subsidiary of the Group, Yinson Production AS (formerly known as Fred. Olsen Production ASA)
operates a defined benefit pension plan, which providing post-employment benefits upon retirement.
The benefit to be received by employees depends on factors including length of service, retirement
date and future salary increment.
67
The Group’s net obligation in respect of defined benefit pension plans is calculated separately for
each plan by estimating the amount of future benefits that employees have earned in return for their
services in the current and prior periods; that benefit is discounted to determine its present value, and
the fair value of any plan assets is deducted. The discount rate is the yield at the statement of financial
position date reflecting the maturity dates approximating to the terms of the Group’s obligations. The
calculation is performed by a qualified actuary.

Actuarial gains and losses will be recognized immediately in other comprehensive income
correspondingly affecting the net benefit liability or asset in the statement of financial position.

4. Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except as
follows:

On 1 February 2013, the Group adopted the following new and amended MFRS and IC Interpretations
mandatory for annual financial periods beginning on or after 1 February 2013.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

4. Changes in accounting policies (cont’d)

Effective for annual

periods beginning
Description on or after

- Amendments to MFRS 101: Presentation of Items of Other 1 July 2012

Comprehensive Income
- MFRS 3 Business Combinations (IFRS 3 Business Combinations issued 1 January 2013
by IASB in March 2004)
- MFRS 127 Consolidated and Separate Financial Statements
(IAS 27 revised by IASB in December 2003) 1 January 2013
- MFRS 10 Consolidated Financial Statements 1 January 2013
- MFRS 11 Joint Arrangements 1 January 2013
- MFRS 12 Disclosure of Interests in Other Entities 1 January 2013
- MFRS 13 Fair Value Measurement 1 January 2013
- MFRS 119 Employee Benefits (IAS 19 as amended by IASB in June 2011) 1 January 2013
- MFRS 127 Separate Financial Statements 1 January 2013
(IAS 27 as amended by IASB in May 2011)
- MFRS 128 Investment in Associate and Joint Ventures 1 January 2013
(IAS 28 as amended by IASB in May 2011)
- IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine 1 January 2013
- Amendments to MFRS 7: Disclosures 1 January 2013
– Offsetting Financial Assets and Financial Liabilities
- Annual Improvements 2009-2011 Cycle 1 January 2013
- Amendments to MFRS 1: Government Loans 1 January 2013
- Amendments to MFRS 10, MFRS 11 and MFRS 12: Consolidated
Financial Statements, Joint Arrangements and Disclosure of
Interests in Other Entities: Transition Guidance 1 January 2013

68 Adoption of the above standards and interpretations did not have any effect on the financial performance
or position of the Group except for those discussed below:

MFRS 11 Joint Arrangements

MFRS 11 replaces MFRS 131 Interests in Joint Ventures and IC Interpretation 113 Jointly-Controlled Entities –
Non-monetary Contributions by Venturers.

The classification of joint arrangements under MFRS 11 is determined based on the rights and obligations
of the parties to the joint arrangements by considering the structure, the legal form, the contractual terms
agreed by the parties to the arrangement and when relevant, other facts and circumstances. Under MFRS
11, joint arrangements are classified as either joint operations or joint ventures.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement
have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a
joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the arrangement.

MFRS 11 removes the option to account for jointly controlled entities (“JCE”) using proportionate
consolidation. Instead, JCE that meet the definition of a joint venture must be accounted for using the
equity method.

The application of this new standard has not affected the financial position of the Group. This is due to the
investment in a joint arrangement, Tinworth Pte. Ltd., acquired during the financial year is treated as a joint
venture and is accounted for using the equity method under MFRS 11.

MFRS 12 Disclosures of Interests in Other Entities

MFRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and
structured entities. A number of new disclosures are required. This standard affects disclosures only and has
no impact on the Group’s financial position or performance.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

4. Changes in accounting policies (cont’d)

MFRS 13 Fair Value Measurement

MFRS 13 establishes a single source of guidance under MFRS for all fair value measurements. MFRS 13 does
not change when an entity is required to use fair value, but rather provides guidance on how to measure
fair value under MFRS. MFRS 13 defines fair value as an exit price. As a result of the guidance in MFRS 13,
the Group re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-
performance risk for fair value measurement of liabilities. MFRS 13 also requires additional disclosures.

Application of MFRS 13 has not materiality impacted the fair value measurement of the Group. Additional
disclosures where required, are provided in the individual notes relating to the assets and liabilities whose
fair values were determined.

Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income

The amendments to MFRS 101 introduce a grouping of items presented in other comprehensive income.
Items that will be reclassified (“recycled”) to profit or loss at a future point in time (eg. net loss or gain on
available-for-sale financial assets) have to be presented separately from items that will not be reclassified
(eg. revaluation of land and buildings). The amendments affect presentation only and have no impact on
the Group’s financial position or performance.

MFRS 119 Employee Benefits (IAS 19 as amended by IASB in June 2011)

The amendments change the measurement principles of expected return on plan assets and remove the
accounting policy choice for recognition of actuarial gains and losses using the corridor method. Actuarial
gains and losses will be recognized immediately in other comprehensive income correspondingly affecting
the net benefit liability or asset in the statement of financial position.

MFRS 127 Separate Financial Statements

69
As a consequence of the new MFRS 10 and MFRS 12, MFRS 127 is limited to accounting for subsidiaries, jointly
controlled entities and associates in separate financial statements.

MFRS 128 Investments in Associates and Joint Ventures

As a consequence of the new MFRS 11 and MFRS 12, MFRS 128 is renamed as MFRS 128 Investments in
Associates and Joint Ventures. This new standard describes the application of the equity method to
investments in joint ventures in addition to associates.

5. Standards issued but not yet effective

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

Effective for annual

periods beginning
Description on or after

- Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014
- Amendments to MFRS 10, MFRS 12 and MFRS 127: Investment Entities 1 January 2014
- Amendments to MFRS 136: Recoverable Amount 1 January 2014
Disclosures for Non-Financial Assets
- Amendments to MFRS 139: Novation of Derivatives and 1 January 2014
Continuation of Hedge Accounting
- IC Interpretation 21 Levies 1 January 2014
- Amendments to MFRS 119: Defined Benefit Plans: Employee Contributions 1 July 2014
- Annual Improvements to MFRSs 2010–2012 Cycle 1 July 2014
- Annual Improvements to MFRSs 2011–2013 Cycle 1 July 2014

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

5. Standards issued but not yet effective (cont’d)

Effective for annual

periods beginning
Description on or after

- MFRS 9 Financial Instruments (IFRS 9 issued by IASB in November 2009) To be announced

- MFRS 9 Financial Instruments (IFRS 9 issued by IASB in October 2010) To be announced
- MFRS 9 Financial Instruments: Hedge Accounting and amendments to To be announced
MFRS 9, MFRS 7 and MFRS 139

The directors expect that the adoption of the above standards and interpretations will have no material
impact on the financial statements in the period of initial application except as discussed below:

MFRS 9 Financial Instruments

MFRS 9 reflects the first phase of work on the replacement of MFRS 139 and applies to classification and
measurement of financial assets and financial liabilities as defined in MFRS 139. The standard was initially
effective for annual periods beginning on or after 1 January 2013, but Amendments to MFRS 9: Mandatory
Effective Date of MFRS 9 and Transition Disclosures, issued in March 2012, moved the mandatory effective
date to 1 January 2015. Subsequently, on 14 February 2014, it was announced that the new effective date
will be decided when the project is closer to completion. The adoption of the first phase of MFRS 9 will have
an effect on the classification and measurement of the Group’s financial assets, but will not have an impact
on classification and measurements of the Group’s financial liabilities. The Group will quantify the effect in
conjunction with the other phases, when the final standard including all phases is issued.

6. Significant accounting judgments, estimates and assumptions

The preparation of the Group’s and of the Company’s financial statements requires management to make
70 judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.

(i) Judgments

In the process of applying the Group’s accounting policies, management has made the following
judgments, which have the most significant effect on the amounts recognised in the financial
statements:

Operating lease commitments – Group as lessor

The Group has entered into property leases on its investment property portfolio. The Group has
determined, based on an evaluation of the terms and conditions of the arrangements, such as the
lease term not constituting a substantial portion of the economic life of the property, that it retains all
the significant risks and rewards of ownership of these properties and accounts for the contracts as
operating leases.

Chartering of vessels to customers are recognised as revenue based on whether the charter contracts
are determined to be an operating lease or a finance lease in accordance with MFRS 117 Leases. The
classifications of the charter contracts are assessed at the inception of the lease.

If the terms and conditions of the lease contracts change subsequently, the management will reassess
whether the new arrangements would be classified as a new lease based on the prevailing market
conditions.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

6. Significant accounting judgments, estimates and assumptions (cont’d)

(ii) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year, are described below. The Group based its
assumptions and estimates on parameters available when the financial statements were prepared.
Existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising beyond the control of the Group. Such changes are reflected
in the assumptions when they occur.

Revaluation of investment properties

The Group carries its investment properties at fair value, with changes in fair value being recognised in
the statement of profit or loss. The Group engaged an independent valuation specialist to assess fair
value as at 31 January 2014 for investment properties.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable
amount,which is the higher of its fair value less costs of disposal and its value in use.

The fair value less costs of disposal calculation is based on available data from binding sales transactions,
conducted at arm’s length, for similar assets or observable market prices less incremental costs for
disposing of the asset. The value in use calculation is based on a DCF model. The recoverable amount
is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and
the growth rate used for extrapolation purposes.

Useful life and residual value of vessel

71
The depreciable amount of a vessel is determined after deducting its residual value and shall
be allocated on a systematic basis over its useful life. The estimated useful lives are based on the
management’s best estimate and is normally equal to the design lives of the vessel.

Assumptions about residual value are based on prevailing market conditions and expected value to
be obtained from the vessel at the end of its useful life. These assumptions by their nature may differ
from actual outcome in the future. The residual value and the estimated useful life of a vessel will be
reviewed at least at each financial year-end, and where appropriate, the management will adjust the
residual value and useful life on individual vessel basis based on the particular conditions of the vessel.

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilised.

Significant judgment is required to determine the amount of deferred tax assets to be recognised,
based upon the likely timing and magnitude of future taxable profits together with future tax planning
strategies.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

7. Revenue

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Transport services 105,360 110,157 - -

Vessel chartering and support services fees 127,065 72,727 - -
Trading in construction materials 708,378 681,373 - -
Rental of properties 1,058 961 - -
Forwarding income - 3 - -
Dividend from subsidiaries - - 7,949 9,500

941,861 865,221 7,949 9,500

8. Cost of sales

Group
2014 2013
RM’000 RM’000

Cost of trading goods sold 679,812 639,162

Cost of services rendered 187,406 141,320
Other direct expenses 124 157

867,342 780,639
72

Included in cost of sales are:

Vessel lease rental 33,760 5,587
Depreciation 22,041 12,853
Direct operating expenses of investment properties:
- revenue generating during the year 124 157
Employee benefits expenses (Note 11) 4,951 2,496
Transport agents’ charges 55,058 59,717

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

9. Other income

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Bad debts recovered 209 61 - -

Gain on a bargain purchase 48,014 3,051 - -
Gain on foreign exchange
- Realised 261 - 1,087 -
- Unrealised 4,263 611 4,025 -
Fair value loss on investment properties - (2) - -
Amortisation of unfavourable contracts 2,111 - - -
Fair value gain/(loss) on marketable securities 2 (3) - -
Gain on disposal of property, plant and
equipment 558 91 - -
Gain on disposal of a subsidiary - 2 - 2
Reversal of impairment loss
- Trade 8 232 - -
- Others 6 8 - -
Insurance claim - 78 - -
Miscellaneous 3,065 217 1,933 -

58,497 4,346 7,045 2

10. Administrative expenses

Included in administrative expenses are: 73

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Auditors’ remuneration:
Statutory audit
- Company’s auditors 305 220 60 50
- Other auditors 243 39 - -
- Underprovision in prior year - 26 - 6
Other services 241 65 77 16
Amortisation of intangible assets 8 12 - -
Amortisation of land use rights 96 96 - -
Bad debts written off - 9,331 - -
Depreciation 680 750 - -
Fair value loss on investment properties 20 - - -
Impairment loss on receivables:
- Trade 5,831 1,828 - -
- Others 11 15 - -
Impairment loss on property, plant and
equipment - 200 - -
Impairment loss on available-for-sale
financial assets 19,223 - - -
Loss on foreign exchange
- Realised - 540 - 291
- Unrealised - - - 254
Operating leases - Minimum lease payment
for land and buildings 624 721 - -

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

10. Administrative expenses (cont’d)

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Plant and equipment written off 350 202 - -

Employee benefits expenses (Note 11) 11,108 9,243 1,394 588
Non-executive directors remuneration
(Note 12) 235 257 215 237

11. Employee benefits expenses

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Included in:
Cost of sales (Note 8) 4,951 2,496 - -
Administrative expenses (Note 10) 11,108 9,243 1,394 588

16,059 11,739 1,394 588

Analysed as follows:
Wages and salaries 14,002 10,110 1,075 320
74 Social security contributions 237 81 3 2
Contributions to defined contribution plan 1,465 1,175 129 38
Other benefits 355 373 187 228

16,059 11,739 1,394 588

Included in employee benefits expenses of the Group and of the Company are executive directors’
remuneration as disclosed in Note 12.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

12. Directors’ remuneration

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Executive directors’ remuneration:

- Fees 160 210 160 210
- Other emoluments 2,978 2,500 28 18

3,138 2,710 188 228

Non-executive directors’ remuneration:

- Fees 210 240 190 220
- Other emoluments 25 17 25 17

235 257 215 237

Total directors’ remuneration 3,373 2,967 403 465

The number of directors of the Company whose total remuneration during the financial year fell within the
following bands is analysed below:

2014 2013

Executive:
RM150,001 - RM200,000 - 1 75
RM200,001 - RM250,000 1 1
RM250,001 - RM300,000 1 1
RM400,001 - RM450,000 1 -
RM950,001 - RM1,000,000 - 1
RM1,050,001 - RM1,100,000 1 1
RM1,100,001 - RM1,150,001 1 -

Non-executive:
RM50,001 - RM100,000 3 3

13. Finance costs

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Bank charges 2,469 1,094 1,847 721

Interest expenses 26,502 16,192 8,430 3,798

28,971 17,286 10,277 4,519

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

14. Income tax expense

Major components of income tax expense

The major components of income tax expense for the years ended 31 January 2014 and 2013 are:

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Statement of profit or loss

Current income tax:
- Malaysian income tax 7,637 8,334 63 -
- Foreign tax 2,377 - - -
- Under/(over) provision in prior years 519 (37) 3 -

10,533 8,297 66 -

Deferred tax (Note 36):

- Relating to origination and reversal
of temporary differences (1,134) (181) - -
- (Over)/under provision in prior years (441) 40 - -

(1,575) (141) - -

8,958 8,156 66 -

76 Reconciliation between tax expense and accounting profit:

The reconciliation between tax expense and the product of accounting profit multiplied by the applicable
tax rates for the years ended 31 January 2014 and 2013 are as follows:

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Profit before tax 78,750 44,439 5,765 5,633

Taxation at Malaysian statutory tax rate

of 25% (2013 : 25%) 19,688 11,110 1,441 1,408
Income not subject to tax (11,209) (161) (1,378) (1,408)
Expenses not deductible for tax purposes 10,978 640 - -
Different tax rates of subsidiaries and joint
ventures (11,141) (3,907) - -
Deferred tax asset not recognised 564 471 - -
Under/(over)provision of tax expense
in prior years 519 (37) 3 -
(Over)/underprovision of deferred tax
in prior years (441) 40 - -

Income tax expense recognised in

profit or loss 8,958 8,156 66 -

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2013: 25%) of the estimated
assessable profit for the year.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

14. Income tax expense (cont’d)

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.

The Malaysian corporate statutory tax rate is expected to reduce from 25% to 24% with effect from year of
assessment 2016 as announced in the 2014 Budget. The reduction in the corporate statutory tax rate has no
significant impact to the Group and the Company.

15. Earnings per share

(a) Basic

Basic earnings per share amounts are calculated by dividing profit for the year, attributable to owners
of the parent by the weighted average number of ordinary shares outstanding during the financial
year.

Group
2014 2013

Profit attributable to owners of the parent used in the computation of

basic earnings per share (RM’000) 66,429 33,884

Weighted average number of ordinary shares for computation of basic

earnings per share (RM’000) 219,525 196,225

Basic earnings per share (sen) 30.3 17.3

77

(b) Diluted

Diluted earnings per share is the same as basic earnings per share as there is no dilutive potential
ordinary shares outstanding as at 31 January 2014.

16. Dividend

In respect of the Recognised during

financial year ended the year
2013 2012 2014 2013
RM’000 RM’000 RM’000 RM’000

Dividend on ordinary shares:

Final dividend 2.5% less 25% taxation:
1.875 sen per share 4,132 - 4,132 -

Dividend on ordinary shares:

Final dividend 2.5% less 25%
taxation: 1.875 sen per share - 3,757 - 3,757

4,132 3,757 4,132 3,757

At the forthcoming Annual General Meeting, a final single tier dividend of 1.25 sen per ordinary shares in
respect of the financial year ended 31 January 2014, amounting to approximately RM12.91 million, 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 January 2015.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

17. Property, plant and equipment

Vessels,
tugboats,
Motor and *Other
Buildings vehicles barges assets Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

Cost:

At 1 February 2012 6,055 44,720 124,991 4,358 180,124

Additions 63 5,946 91,361 167 97,537
Written off - (662) - - (662)
Disposals - (810) - - (810)
Exchange differences - 134 3,981 10 4,125

At 31 January 2013 and

1 February 2013 6,118 49,328 220,333 4,535 280,314
Acquisition of subsidiaries - - 777,298 - 777,298
Additions 42 10,542 82 427 11,093
Written off (52) (801) - (14) (867)
Disposals - (5,446) (3,741) (2) (9,189)
Exchange differences - 363 31,474 40 31,877

At 31 January 2014 6,108 53,986 1,025,446 4,986 1,090,526

Accumulated depreciation
78 and impairment loss:

At 1 February 2012 1,024 22,616 7,712 3,400 34,752

Charge for the year 120 3,982 9,162 339 13,603
Impairment - - 200 - 200
Additions - (460) - - (460)
Disposals - (256) - - (256)
Exchange differences - 37 123 2 162

At 31 January 2013
and 1 February 2013 1,144 25,919 17,197 3,741 48,001
Charge for the year 122 4,334 18,057 208 22,721
Written off - (506) - (11) (517)
Disposals - (3,202) (2,221) - (5,423)
Exchange differences - 154 1,616 16 1,786

At 31 January 2014 1,266 26,699 34,649 3,954 66,568

Net carrying amount:

At 31 January 2013 4,974 23,409 203,136 794 232,313

At 31 January 2014 4,842 27,287 990,797 1,032 1,023,958

* Other assets comprise office equipment, computers, signboard, renovation, electrical installation,
plant and equipment and furniture and fittings.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

17. Property, plant and equipment (cont’d)

(a) The carrying amounts of motor vehicles held under finance leases at the reporting date was
approximately RM14,652,000 (2013: RM8,176,000).

(b) During the financial year, the Group acquired property, plant and equipment by means of:

Group
2014 2013
RM’000 RM’000

Cash payment 3,118 23,186

Finance leases 7,975 4,144
Term loan financing - 70,207

11,093 97,537

(c) The carrying amounts of property, plant and equipment pledged to financial institutions for banking
facilities granted to the Group and lease assets pledged to the related finance lease liabilities as
disclosed in Notes 32 and Note 33 at reporting date were as follows:

Group
2014 2013
RM’000 RM’000

Land and buildings 4,842 4,975

Motor vehicles 8,176 8,176
Vessels and barges 990,799 199,740 79

1,003,817 212,891

(d) Included in property, plant and equipment are motor vehicles with carrying amount of approximately
RM4,661,000 (2013: RM2,651,000) registered in the name of third parties, a director, Lim Han Weng and
companies in which certain directors, Lim Han Weng and Bah Kim Lian, have interests.

18. Investment Properties

Group
2014 2013
RM’000 RM’000

At 1 February 15,175 14,855

Addition - 322
Net loss from fair value adjustments recognised in profit or loss (20) (2)

At 31 January 15,155 15,175

The carrying amount of investment properties held under lease terms at reporting date was approximately
RM8,040,000 (2013: RM8,080,000).

The carrying amount of investment properties pledged to financial institutions for banking facilities granted to
the Group as disclosed in Notes 32 at reporting date was approximately RM8,470,000 (2013: RM8,470,000)

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

18. Investment Properties (cont’d)

Valuation of investment properties

Investment properties are stated at fair value, which has been determined based on valuations at the
reporting date. Valuation are performed by accredited independent valuers.

19. Land use rights

Group
2014 2013
RM’000 RM’000

Cost:
At 1 February/31 January 5,763 5,763

Accumulated amortisation:
At 1 February 1,247 1,151
Amortisation for the year 96 96

31 January 1,343 1,247

Net carrying amount 4,420 4,516

Amount to be amortised:
- Not later than one year 96 96
- Later than one year but not later than five years 384 384
80 - Later than five years 3,940 4,036

4,420 4,516

The land use rights are pledged to financial institutions for banking facilities granted to the Group as
disclosed in Notes 32.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

20. Intangible Assets

Computer Golf
software membership Total
Group RM’000 RM’000 RM’000

Cost:

At 1 February 2012 151 100 251

Additions 8 - 8

At 31 January 2013 159 100 259

At 1 February 2013 159 100 259
Additions 3 - 3

At 31 January 2014 162 100 262

Accumulated amortisation:
At 1 February 2012 133 - 133
Amortisation 12 - 12

At 31 January 2013 and 1 February 2013 145 - 145

Amortisation 8 - 8

At 31 January 2014 153 - 153

81
Net carrying amount

At 31 January 2013 14 100 114

At 31 January 2014 9 100 109

21. Investment In Subsidiaries

Company
2014 2013
RM’000 RM’000

Shares, at cost
In Malaysia 36,470 36,464
Outside Malaysia 180 180

36,650 36,644
Impairment losses (505) (505)

36,145 36,139

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

21. Investment In Subsidiaries (cont’d)

Details of the subsidiaries are as follows:

Proportion (%) of
Name of subsidiaries Countries of ownership interest
incorporation 2014 2013 Principal activities

Yinson Transport Malaysia 100 100 Provision of transport

(M) Sdn. Bhd.(i) services, trading in
construction materials and
rental of properties.

Yinson Corporation Malaysia 100 100 Provision of transport

Sdn. Bhd.(i) services and trading in
construction materials.

Yinson Marine Services Malaysia 100 100 Provision of sub-leasing of

Sdn. Bhd.(ii) vessels and trading of
lubricants.

Yinson Shipping Malaysia 100 100 Provision of shipping and

Sdn. Bhd.(ii) forwarding services.
Temporary ceased
operations.

Yinson Power Marine Malaysia 65 65 Provision of marine
Sdn. Bhd.(ii) transport services.

82 Regulus Offshore Malaysia 51 51 Provision of vessel

Sdn. Bhd. (ii) management services.

Yinson Tulip Ltd.(ii) Labuan 100 100 Leasing of vessels on
bareboat basis.

Yinson Offshore Labuan 100 100 Trading and leasing of

Limited.(ii) vessel on time charter
basis.

Yinson Indah Ltd.(ii) Labuan 60 60 Leasing of vessel on
bareboat basis.

Yinson Hibiscus Labuan 100 100 Sub-leasing of vessel

Limited (ii) on time charter basis.

Yinson Production Labuan 100 - Investment holding.

Limited (ii)

Yinson Port Venture Singapore 100 100 Investment holding.
Pte. Ltd.(ii)(iii)

Yinson Orchid Singapore 100 100 Vessel operator.

Pte. Ltd.(ii)(iii)

Yinson Vietnam
Provision of construction Vietnam 100 100
Company Limited (ii)(iii)
work, consulting construction
and project management.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

21. Investment In Subsidiaries (cont’d)

Proportion (%) of
Name of subsidiaries Countries of ownership interest
incorporation 2014 2013 Principal activities

Held through
Yinson Vietnam
Company Limited:

Yen Son Diversified Vietnam 51 51 Provision of warehousing

Company Limited (ii)(iii) facilities. Currently dormant.

Held through
Yinson Production
Limited:

Yinson Production Norway 100 - Investment holding.
AS (formerly known
as Fred. Olsen
Production ASA) (ii)(iii)

Yinson Production Singapore 100 -

Ship management services
Pte. Ltd.(ii)(iii)
and service activities
incidental to oil and
gas extraction.

Held through
Yinson Production 83
AS:

Fred. Olsen Cyprus 100 - Presently under liquidation.

Production (Cyprus)
Ltd.(ii)(iii)

Fred. Olsen Production Singapore 100 - Ship management services.

Pte. Ltd.(ii)(iii)

Knock Taggart Singapore 100 - Dormant

Pte. Ltd.(ii)(iii)

Knock Borgen Singapore 100 - Dormant

Pte. Ltd.(ii)(iii)

Nautipa AS (ii)(iii) Norway 100 - Investment holding.

Taggart AS (ii)(iii) Norway 100 - Dormant

Dee As (ii)(iii) Norway 100 - Dormant

Adoon As (ii)(iii) Norway 100 - Investment holding.

Nevis 1 AS (ii)(iii) Norway 100 - Dormant

Allan AS (ii)(iii) Norway 100 - Investment holding.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

21. Investment In Subsidiaries (cont’d)

Proportion (%) of
Name of subsidiaries Countries of ownership interest
incorporation 2014 2013 Principal activities

Held through
Allan AS:

Knock Allan Singapore 100 - Leasing of vessel and ship

Pte. Ltd.(ii)(iii) management services.

Held through
Adoon AS:

Adoon Singapore 100 - Leasing of vessel and ship
Pte. Ltd.(ii)(iii) management services.

(i) Subsidiaries consolidated using merger method of accounting.

(ii) Subsidiaries consolidated using acquisition method of accounting.
(iii) Audited by a firm other than Ernst & Young.

Acquisition of subsidiaries

On 28 May 2013, the Company incorporated a wholly owned subsidiary, Yinson Production Limited (“YPL”)
with an issued and fully paid share capital of USD2,000.

On 31 December 2013, YPL acquired 100% equity interest in Yinson Production AS (“YPAS”) (formerly known
as Fred. Olsen Production ASA). Upon the acquisition, YPAS became a subsidiary of the Group.
84
YPAS, which was de-listed from the Oslo Stock Exchange after the acquisition, is a company incorporated in
Norway. YPAS and its subsidiaries (“YPAS Group”) own and operate two Floating, Production, Storage and
Offloading (“FPSO”) vessels in the international oil and gas market. YPAS Group also operates a production
jack-up, Operating of Mobile Offshore Production Unit (“MOPU”) for an oil company customer.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

21. Investment In Subsidiaries (cont’d)

Acquisition of subsidiaries (cont’d)

The fair values of the identifiable assets and liabilities of YPAS as at the date of acquisition were:

Carrying
Fair value amount
RM’000 RM’000

Property, plant and equipment 777,298 836,373

Investment in a joint venture 106,041 68,680
Available-for-sales financial assets 17,194 17,194
Trade and other receivables 18,385 18,385
Inventories 2,415 2,415
Cash and cash equivalents 196,553 196,553

1,117,886 1,139,600

Net employee defined benefit liabilities 7,522 7,522

Loans and borrowings 367,711 367,711
Unfavourable contracts 100,226 -
Trade and other payables 17,788 17,788
Income tax payable 21,752 13,046

514,999 406,067

Net identifiable assets 602,887 733,533

85
Total cost of business combination is as follows:
RM’000

Cash paid 554,873

Directly attributable costs of acquisition 15,941

570,814


The effect of the acquisition on cash flows is as follows:
RM’000

Total cost of the business combination settled in cash 554,873
Less: cash and cash equivalents of subsidiary acquired (196,553)

Net cash outflow on acquisition 358,320

Gain on a bargain purchase arising on acquisition

RM’000

Fair value of net identifiable assets 602,887
Gain on a bargain purchase (48,014)

Cost of business combination 554,873

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

21. Investment In Subsidiaries (cont’d)

Acquisition of subsidiaries (cont’d)

Provisional accounting of acquisition

The Group has engaged an independent valuer to determine the fair values of the vessels and service
contracts attached to the vessels. As at 31 January 2014, the fair values of the vessels and net unfavourable
contracts amounting to approximately RM777 million and RM100 million respectively were determined on
a provisional basis as the results of the independent valuation had not been received by the date the
financial statements were authorised for issue. Gain on a bargain purchase arising from this acquisition, the
carrying amounts of the vessels and services contracts will be adjusted accordingly on a retrospective basis
when the valuation of the vessels and services contracts are finalised.

22. Investment in joint ventures

Group
2014 2013
RM’000 RM’000

Share of net assets of joint ventures 357,965 153,498

Company
2014 2013
RM’000 RM’000
86
Unquoted shares outside Malaysia, at cost:
At beginning of the year 54,822 2
Addition 32,796 24,978
Capitalisation of advances to joint ventures 109,637 29,842

At end of the year 197,255 54,822

Advances to joint ventures:

At beginning of the year 98,309 29,842
Addition 12,911 98,309
Capitalisation of advances to joint ventures (109,637) (29,842)

At end of the year 1,583 98,309

198,838 153,131

Advance to PTSC South East Asia Pte. Ltd. is secured and bears interest at LIBOR+ 2.5% (2013: LIBOR + 2.5%)
per annum.

Advance to PTSC Asia Pacific Pte. Ltd. is unsecured and bears interest at 4.5% (2013: 4.5%) per annum.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

22. Investment in joint ventures (cont’d)

Details of joint ventures are as follows:

Proportion (%) of
Name of Countries of ownership interest
Joint Ventures incorporation 2014 2013 Principal activities

PTSC South Singapore 49 49 Leasing of a floating, storage

East Asia and offloading unit (“FSO”).
Pte. Ltd.(i)

PTSC Asia Singapore 49 49 Leasing of a floating, production

Pacific Pte. Ltd.(i) storage and offloading unit (“FPSO”).

Held through
Nautipa AS:

Tinworth Singapore 50 - Leasing of a floating,
Pte. Ltd.(ii) production storage and
offloading unit (“FPSO”)
on time charter basis.

(i) Audited by a firm other than Ernst & Young.

(ii) Audited by a member firm of Ernst & Young Global in Singapore.

The Group’s commitments in respect of its interest in the joint ventures are disclosed in Note 40.

The Group’s interest in PTSC South East Asia Pte. Ltd., PTSC Asia Pacific Pte. Ltd. and Tinworth Pte. Ltd. are
accounted for using the equity method in the consolidated financial statements. Summarised financial 87
information of the joint ventures, based on its MFRS/IFRS financial statements are set out below:

(i) PTSC South East Asia Pte. Ltd.

2014 2013
RM’000 RM’000

Summarised statement of financial position:

Current assets 81,974 22,446

Non-current assets 473,479 335,727
Current liabilities (133,593) (62,498)
Non-current liabilities (247,829) (214,444)

Equity 174,031 81,231

Proportion of the Group’s ownership 49% 49%

Carrying amount of the investment 85,275 39,803

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

22. Investment in joint ventures (cont’d)

(i) PTSC South East Asia Pte. Ltd.(cont’d)

2014 2013
RM’000 RM’000

Summarised statement of comprehensive income:

Revenue 93,405 -
Cost of sales (14,771) -
Administrative expenses (910) (97)
Finance costs (6,227) -

Profit/(loss) before tax 71,497 (97)

Income tax expense (1,444) -

Profit/(loss) for the year 70,053 (97)

Group’s share of profit/(loss) for the year 34,326 (48)

(ii) PTSC Asia Pacific Pte. Ltd.

2014 2013
RM’000 RM’000
88
Summarised statement of financial position:

Current assets 49,344 14,867
Non-current assets 1,170,244 452,069
Current liabilities (153,443) (436,384)
Non-current liabilities (732,656) -

Equity 333,489 30,552

Proportion of the Group’s ownership 49% 49%
Carrying amount of the investment 163,410 14,970

2014 2013
RM’000 RM’000

Summarised statement of comprehensive income:

Loss before tax (584) (479)
Income tax expense - -

Loss for the year (584) (479)

Group’s share of loss for the year (286) (235)

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

22. Investment in joint ventures (cont’d)

(iii) Tinworth Pte. Ltd.

2014
RM’000

Summarised statement of financial position:

Current assets 126,169
Non-current assets 141,479
Current liabilities (49,092)

Equity 218,556

Proportion of the Group’s ownership 50%
Carrying amount of the investment 109,278

2014
RM’000

Summarised statement of comprehensive income:

Revenue 8,040
Cost of sales (6,058)
Other income 2,739
Administrative expenses (481) 89

Profit before tax 4,240

Income tax expense (948)

Profit for the year 3,292

Group’s share of profit for the year 1,646

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

23. Investment in associates

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost:

- Outside Malaysia 26,556 26,392 - -
- In Malaysia 30 - 30 -

26,586 26,392 30 -
Gain on a bargain purchase 3,051 3,051 - -
Share of post-acquisition reserves (426) (427) - -

29,211 29,016 30 -

Details of the associates are as follows:

Proportion (%) of
Name of associates Countries of ownership interest
incorporation 2014 2013 Principal activities

Yinson Energy Malaysia 30

Provision of marine transport -
Sdn. Bhd. services. The Company has
not commenced operations.

Held through
90 Yinson Port
Venture Pte. Ltd.:

PTSC Phu My Port Vietnam 40 40 Manage and operating a port,
Joint Stock Company (i) including cargo handling and
provision of related business
and services.

Held through
YPAS:

Fred. Olsen Production Nigeria 40 - Provision of technical
(West Africa) Ltd. (i) management and FPSO
management services.

(i) Audited by a firm other than Ernst & Young.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

23. Investment in associates (cont’d)

(i) PTSC Phu My Port Joint Stock Company

The Group’s interest in PTSC Phu My Port Joint Stock Company is accounted for using the equity method in
the consolidated financial statements. The financial statements of PTSC Phu My Port Joint Stock Company
for the year ended 31 December 2013 have been used in applying the equity method of accounting as
allowed by Paragraph 34 of MFRS 128 Investments in Associates and Joint Ventures. There is no significant
transaction or event that occur between 31 December 2013 and the reporting date and hence no
adjustment has been made for the current and previous financial years.

The following table illustrates the summarised financial information of the Group’s investment in PTSC Phu My
Port Joint Stock Company:

2014 2013
RM’000 RM’000

Summarised statement of financial position:

Current assets 12,341 25,847

Non-current assets 80,299 73,467
Current liabilities (17,116) (24,331)
Non-current liabilities (2,010) (2,443)

Equity 73,514 72,540

Proportion of the Group’s ownership 40% 40%
Carrying amount of the investment 29,405 29,016
91

2014 2013
RM’000 RM’000

Summarised statement of comprehensive income:

Revenue 14,817 22,957
Cost of sales (15,369) (22,531)
Expenses (2,437) (1,044)

Loss before tax (2,989) (618)

Income tax expense (166) (331)

Loss for the year (3,155) (949)

Bonus and welfare funds (132) (119)

(3,287) (1,068)

Group’s share of loss for the year (1,315) (427)

(ii) Investment in other associates

The summarised financial information of investment in other associates are not represented due to these
investments are individually immaterial to the Group.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

24. Available-for-sale financial assets

Group
2014 2013
RM’000 RM’000

Quoted equity shares:

- In Malaysia 2,492 11,391
- Outside Malaysia 13,241 -

15,733 11,391

Fair values of these quoted equity shares are determined by reference to published price quotations in an
active market.

Impairment on AFS financial assets

For AFS financial assets, the Group assesses at each reporting date whether there is objective evidence
that an investment or a group of investments is impaired. In the case of equity investments classified as AFS,
objective evidence would include a significant or prolonged decline in the fair value of the investment
below its cost. The determination of what is ‘significant’ or ‘prolonged’ requires judgment. In making this
judgment, the Group evaluates, among other factors, the duration or extent to which the fair value of an
investment is less than its cost.

Based on the assessment, the Group identified an impairment of approximately RM19,223,000 on AFS
quoted equity securities and recognised the impairment loss in the statement of profit or loss.

92
25. Inventories

Group
2014 2013
RM’000 RM’000

At cost:
Consumables 2,936 474
Trading goods 37,105 206

40,041 680

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

26. Trade and other receivables

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Current:

Trade receivables
Third parties 315,501 246,712 - -
Joint venture 810 -
Directors’ related companies 1,955 1,754 - -

318,266 248,466 - -
Allowance for impairment (8,779) (3,154) - -

309,487 245,312 - -

Other receivables
Refundable deposits 588 1,543 1 1,001
Sundry receivables 21,104 1,565 - -
Due from subsidiaries - - 390,778 94,443
Due from joint ventures 45,715 39,478 45,715 39,478
Due from an associate 3 - 3 -

67,410 42,586 436,497 134,922

Allowance for impairment (274) (349) - -

67,136 42,237 436,497 134,922

93
376,623 287,549 436,497 134,922

Non-current:

Other receivables
Loans to subsidiaries
- Non-interest bearing - - 28,658 27,339
- Interest bearing - - 9,276 7,000
Third parties 1,981 - - -

1,981 - 37,934 34,339

378,604 287,549 474,431 169,261

Total trade and other receivables 378,604 287,594 474,431 169,261
Add: cash and bank balances
(Note 28) 267,077 23,837 5,671 211

Total loans and receivables 645,681 311,386 480,102 169,472

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

26. Trade and other receivables (cont’d)

(a) Trade receivables

Trade receivables are non-interest bearing and are generally on 30 to 120 (2013: 30 to 120) day
terms. They are recognised at their original invoice amounts which represent their fair values on initial
recognition.

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables is as follows:

Group
2014 2013
RM’000 RM’000

Neither past due nor impaired 119,073 78,296

1 to 30 days past due not impaired 105,383 22,967
31 to 60 days past due not impaired 58,250 12,693
61 to 90 days past due not impaired 6,526 10,681
91 to 120 days past due not impaired 3,755 7,321
More than 121 days past due not impaired 16,500 113,354

190,414 167,016
Impaired 8,779 3,154

318,266 248,466

94
Receivables that are neither past due nor impaired

Receivables that are neither past due nor impaired are creditworthy debtors with good payment
records with the Group.

None of the Group’s 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 to approximately RM190,414,000 (2013: RM167,016,000)
that are past due at the reporting date but not impaired.

During the previous financial year, a trade receivable amounted to approximately RM35,597,000
was partly settled via its quoted equity shares of approximately RM28,046,000 resulted in a write off of
approximately RM6,763,000. The Group had classified the quoted equity shares as available-for-sale
financial assets.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

26. Trade and other receivables (cont’d)

Receivables that are impaired

The Group’s trade receivables are individually impaired at the reporting date and the movement of
the allowance accounts used to record the impairment are as follows:

Group
2014 2013
RM’000 RM’000

Trade receivable - nominal amount 8,779 3,154

Less: Allowance for impairment (8,779) (3,154)

- -

Movement for allowance accounts:

Group
2014 2013
RM’000 RM’000

At beginning of year 3,154 2,328

Charge for the year (Note 10) 5,831 1,828
Reversal of impairment loss (Note 9) (8) (232)
Written off (198) (770)

At end of year 8,779 3,154 95

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 enhancements.

(b) Other receivables

Amounts due from subsidiaries, joint ventures and an associate are unsecured, non-interest bearing
and are repayable upon demand.

The non-interest bearing loan is denominated in Singapore Dollar (SGD) and the interest bearing
loan is denominated in Vietnam Dong (VND). These amounts are unsecured and form part of the
Group’s net investments. The exchange differences arising from these amounts are recognised in other
comprehensive income and shall be reclassified from equity to profit or loss on disposal of the net
investments.

Movement for other receivables allowance accounts:

Group
2014 2013
RM’000 RM’000

At beginning of year 349 403

Charge for the year (Note 10) 11 15
Reversal of impairment loss (Note 9) (6) (8)
Written off (80) (61)

At end of year 274 349

Annual Report 2014
 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

27. Other current assets

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Prepayments 9,420 3,755 1,075 1,136

Advance payments to suppliers
for purchase of vessels - 38,276 - 38,276

9,420 42,031 1,075 39,412

28. Cash and bank balances

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Cash on hand and at banks 200,080 23,754 5,671 211

Deposits with licensed banks 66,997 83 - -

Cash and bank balances 267,077 23,837 5,671 211

Deposit with a licensed bank, denominated in USD, of approximately RM66,912,000, has been pledged to
the bank for a performance guarantee issued in favour of a subsidiary’s customer for a period of six years.
96 The deposit is made for period of three months and earns interest at 6% per annum

Deposit with a licensed bank of approximately RM85,000 has been pledged to the bank for bank guarantee
facilities granted to the subsidiaries.

For the purpose of the statements of cash flows, cash and cash equivalents at the reporting dates comprise
the following:

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Cash and bank balances 267,077 23,837 5,671 211

Bank overdrafts (Note 32) (15,096) (12,690) - -

251,981 11,147 5,671 211

Deposits pledged to banks (66,997) (83) - -

Cash and cash equivalents 184,984 11,064 5,671 211

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

29. Issued capital

Number of ordinary
shares of RM1 each Amount
2014 2013 2014 2013
000 000 000 000

Authorised:
At 1 February/31 January 500,000 500,000 500,000 500,000

Issued and fully paid:
At 1 February 200,355 75,347 200,355 75,347
Issued during the year:
- Rights issue - 113,021 - 113,021
- Private placements 20,036 11,987 20,036 11,987
- Share issuance 37,809 - 37,809 -

At 31 January 258,200 200,355 258,200 200,355

30. Reserves

(a) Foreign currency translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation
of the financial statements of foreign operations whose functional currencies are different from that of
the Group’s presentation currency. It also included the exchange differences arising from monetary
items which form part of the Group’s net investment in foreign operations, where the monetary item is 97
denominated in currency different from that of the Group’s presentation currency.

(b) Available-for-sale reserve

The available-for-sale reserve represents cumulative fair value gain or loss arising from available-for-
sale financial assets recognised. This reserve will be reclassified to profit or loss upon the investment is
derecognised, or when the investment is determined to be impaired.

31. Retained earnings

Prior to year of assessment 2008, Malaysian companies adopt the full imputation system. In accordance
with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled
to deduct tax on dividend paid, credited or distributed to their shareholders, and such dividends will be
exempted from tax in the hands of the shareholders (“single tier system”). However, there is a transitional
period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends to their
shareholders under limited circumstances. Companies also have an irrevocable option to disregard the
108 balance and opt to pay dividends under the single tier system. The change in the tax legislation also
provides for the 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the
Finance Act 2007.

Since the transitional period of six years has expired on 31 December 2013, the Company may distribute
dividends out of its entire retained earnings as at 31 January 2014 under the single tier system.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

32. Loans and borrowings

Group Company
2014 2013 2014 2013
Maturity RM’000 RM’000 RM’000 RM’000

Current:
Secured:
Bank loans:
- RM loan at BLR + 1.00% 2015 197 218 - -
- RM loan at BLR + 0.20% 2015 82 76 - -
- RM loan at BLR + 2.00% 2015 28 29 - -
- RM loan at BLR + 0.50% 2015 625 1,704 - -
- RM loan at BLR - 1.60% 2015 1,376 1,306 - -

- USD loan at COF + 2.50% 2015 4,366 4,033 - -
- USD loan at COF + 2.80% 2015 8,724 8,065 - -
- USD loan at SIBOR + 2.85% 2015 11,245 10,377 - -
- USD loan at COF + 2.80% 2015 6,621 6,115 6,621 6,115
- USD loan at LIBOR + 4.00% 2015 116,288 - - -
- USD loan at COF + 4.00% 2015 69,923 - - -
Obligations under
finance leases (Note 33) 2015 4,242 2,469 - -

223,717 34,392 6,621 6,115

Unsecured:
Bank overdrafts On demand 15,096 12,690 - -
98 Bank loans
- RM loan at COF + 2.50% 2015 50,000 50,000 50,000 50,000
- USD loan at COF + 2.50% 2015 97,685 90,509 97,685 90,509
- USD loan at COF + 3.50% 2015 50,184 - 50,184 -
Bankers’ acceptances 2015 162,829 116,044 - -
Revolving credits 2015 22,228 5,500 16,728 -

398,022 274,743 214,597 140,509

621,739 309,135 221,218 146,624

Non-current:
Secured:
Bank loans:
- RM loan at BLR + 1.00% 2016 40 236 - -
- RM loan at BLR + 0.20% 2016 2 83 - -
- RM loan at BLR + 0.50% 2015 - 765 - -
- RM loan at BLR + 2.00% 2016 195 223 - -

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

32. Loans and borrowings (cont’d)

Group Company
2014 2013 2014 2013
Maturity RM’000 RM’000 RM’000 RM’000

- RM loan at BLR - 1.60% 2019 5,660 7,039 - -

- USD loan at COF + 2.50% 2018 20,614 23,147 - -
- USD loan at COF + 2.80% 2017 19,796 26,046 - -
- USD loan at SIBOR + 2.85% 2017 44,789 51,918 - -
- USD loan at COF + 2.80% 2019 22,789 27,238 22,789 27,238
- USD loan at LIBOR + 4.50% 2019 251,329 - - -
- USD loan at COF + 4.50% 2020 298,093 - - -
Obligations under finance leases
(Note 33) 2019 5,087 2,711 - -

668,394 139,406 22,789 27,238

1,290,133 448,541 244,007 173,862

Total borrowings
Bank overdrafts (Note 28) 15,096 12,690 - -
Bankers’ acceptances 162,829 116,044 - -
Revolving credits 22,228 5,500 16,728 -
Bank loans 1,080,651 309,127 227,279 173,862

1,280,804 443,361 244,007 173,862

Obligations under finance leases
(Note 33) 9,329 5,180 - - 99

Total loans and borrowings 1,290,133 448,541 244,007 173,862

The remaining maturities of the loans and borrowings (excluding obligations under finance leases) as at the
reporting dates are as follows:

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

On demand or within one year 617,497 306,666 221,218 146,624
More than 1 year and less than 2 years 126,221 30,755 6,647 6,135
More than 2 years and less than 5 years 395,198 102,174 16,142 18,530
5 years or more 141,888 3,766 - 2,573

1,280,804 443,361 244,007 173,862

(a) The secured loans and borrowings of the Group are secured by certain assets of the Group as disclosed
in Notes 17, 18 and 19.

(b) Certain unsecured loans and borrowings of the Company are guaranteed jointly and severally by two
of the directors namely, Lim Han Weng and Lim Han Joeh.

All unsecured loans and borrowings of the subsidiaries are guaranteed by the Company and certain
unsecured loans and borrowings of the subsidiaries are guaranteed jointly and severally by two of the
directors namely, Lim Han Weng and Lim Han Joeh.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

33. Obligations under finance leases

Group
2014 2013
RM’000 RM’000

Minimum lease commitments:

Not later than 1 year 4,677 2,708
Later than 1 year and not later than 2 years 3,855 1,819
Later than 2 years and not later than 5 years 1,233 1,023

Total minimum lease payments 9,765 5,550

Less: Amounts representing finance charges (436) (370)

Present value of minimum lease payments 9,329 5,180

Present value of payments:
Not later than 1 year 4,242 2,469
Later than 1 year and not later than 2 years 3,699 1,712
Later than 2 years and not later than 5 years 1,388 999

Present value of minimum lease payments 9,329 5,180

Less: Amount due within 12 months (Note 32) (4,242) (2,469)

Amount due after 12 months (Note 32) 5,087 2,711

The finance lease liabilities are secured by charges over the leased assets (Note 17) and secured by
100 corporate guarantees from the Company. The average discount rate implicit in the leases ranges from
2.36% to 4.30% (2013: 2.49% to 4.30%) per annum.

34. Net employee defined benefit liabilities

Group
2014 2013
RM’000 RM’000

At 1 February - -
Assumed from acquisition of subsidiaries (Note 21) 7,522 -
Exchange differences 147 -

At 31 January 7,669 -

Employees in Yinson Production AS (YPAS) participated in a defined pension plan providing entitlement
to 70% of the salary at the time of retirement (based on length of service) up to a maximum amount of
Norwegian Krone 1.06 million, equivalent to approximately RM570,000. In addition, YPAS had unfunded
(unsecured) pension obligations covering senior executives equal to 66% of salary on retirement. The
general retirement age under the pension plan is 67 years except for four senior managers who have the
right to pension upon reaching 65 years of age.

Prior to 31 December 2013, the pension plan was administered by Fred. Olsen & Co’s Pensjonskasse. The
administration of pension funds is subject to the Financial Supervisory Authority of Norway (Kredittilsynet)
rules of capital management. The pension plan assets consist primarily of bonds, certificates and shares in
Norwegian stock listed companies. 14 employees were included in the pension plan at 31 December 2013.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

34. Net employee defined benefit liabilities (cont’d)

The aforementioned pension plan qualifies under the minimum requirements for mandatory service
pension (“Obligatorisk Tjenestepensjon”) under the Norwegian law for Company Pensions (“Lov om
Foretakspensjon”).

Subsequent to the acquisition, the YPAS ended its membership in Fred. Olsen & Co’s Pensjonskasse and
established a defined contribution pension plan with effect from 1 January 2014.

35. Unfavourable contracts

Group
2014 2013
RM’000 RM’000

Cost:
At 1 February - -
Assumed from acquisition of subsidiaries (Note 21) 100,226 -
Exchange differences 1,945 -

At 31 January 102,171 -

Accumulated amortisation and impairment:
At 1 February - -
Amortisation 2,111 -

At 31 January 2,111 -
101

Net carrying amount: 100,060 -

Amount to be amortised:
- current 24,577 -
- Non-current 75,483 -

100,060 -

The unfavourable contracts represents the fair value of the services contracts embedded in the time charter
contracts, arising from the acquisition of subsidiaries and recognised as liabilities.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

36. Deferred tax liabilities

Group
2014 2013
RM’000 RM’000

At 1 February 2,796 2,937

Recognised in profit or loss (Note 14) (1,575) (141)
Acquisition of subsidiaries 8,877 -

At 1 January 10,098 2,796

Presented after appropriate offsetting as follows:
Deferred tax assets (1,148) -
Deferred tax liabilities 11,246 2,796

10,098 2,796

The components and movements of deferred tax assets and liabilities during the financial year are as
follows:


Deferred
tax assets
Deferred Unutilised
tax liabilities tax losses and
Accelerated unabsorbed
102 capital capital
allowances allowances Provision Total
RM RM RM RM

At 1 February 2012 5,681 (2,734) (10) 2,937
Recognised in profit or loss 82 (218) (5) (141)

At 31 January 2013 and

1 February 2013 5,763 (2,952) (15) 2,796
Recognised in profit or loss (100) (308) (1,167) (1,575)
Acquisition of subsidiaries 8,877 - - 8,877

At 31 January 2014 14,540 (3,260) (1,182) 10,098

As at previous reporting date, the Group had unutilised tax losses and unabsorbed capital allowances
of approximately RM4,749,000 that are available to offset against future taxable profits of the respective
subsidiaries in which these unutilised tax losses and unabsorbed capital allowances arose.

The availability of unutilised tax losses to offset against future taxable profits of the respective subsidiaries in
Malaysia are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax
Act, 1967 and guidelines issued by the tax authority. The use of tax losses of subsidiaries in other countries
are subject to the agreement of the tax authorities and compliance with certain provisions of the tax
legislations of the countries in which the subsidiaries operate.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

37. Trade and other payables

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Trade payables
Third parties 43,885 40,318 - -
Directors’ related companies 5,102 121 - -
Corporate shareholder of a subsidiary - 429 - -

48,987 40,868 - -

Other payables
Due to directors 85,450 878 85,450 858
Due to subsidiaries - - 11,016 9,376
Directors’ related companies 1,175 3,784 - 2,554
Corporate shareholders of subsidiaries 8,057 10,908 - -
Sundry payables 32,400 4,555 90 975
Accruals 4,726 4,013 1,859 1,095

131,808 24,138 98,415 14,858

Total trade and other payables 180,795 65,006 98,415 14,858

Total trade and other payables 180,795 65,006 98,415 14,858

Add: loans and borrowings (Note 32) 1,290,133 448,541 244,007 173,862

Total financial liabilities

carried at amortised cost 1,470,928 513,547 342,422 188,720 103

(a) Trade payables

Trade payables are non-interest bearing and the credit terms granted to the Group and the Company
range from 30 to 120 (2013: 30 to 120) days.

(b) Other payables

Amounts due to directors, directors’ related companies, a corporate shareholder of subsidiaries and
subsidiaries are unsecured, non-interest bearing and are repayable on demand.

38. Derivatives

Group
2014 2013
RM’000 RM’000

Financial liabilities at fair value through profit or loss

Derivatives not designated as hedge

- Interest rate swaps 127 120

The interest rate swaps are used to manage the exposure to the risk of changes in market interest rates
arising from certain floating rate bank loans of the Group.

The fair values of the interest rate swaps are determined by using the price quoted by the counterparty
banks. Fair value of the interest rate swap is categorise as level 2. There is no transfer from level 1 and level
2 or out of level 3 during the financial year.
Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

39. Significant related party transactions

(a) Sales and purchases of goods and services

In addition to the related party information disclosed elsewhere in the financial statements, the following
significant transactions between the Group and related parties took place at terms agreed between
the parties during the financial year:

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Directors’ interest
companies:
- rental income 60 60 - -
- transport income 7,171 8,668 - -
- lease of barges 3,262 3,620 - -
- sales of goods 584 822 - -
- purchases of goods 3,396 3,284 - -
- interest income 31 61 - -

Joint ventures:
- sales of goods 755 - - -
- interest income 3,320 3,004 3,320 -

Subsidiaries:
- dividend income - - 7,949 9,500
- interest income - - 441 631

104
The directors are of the opinion that all the transactions above have been entered into in the normal course
of business and have been established on terms and conditions that have been mutually agreed.

(b) Compensation to key management personnel

Key management personnel of the Group and of the Company are also executive directors of the
Company. Information of compensation to executive directors is disclosed in Note 12.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

40. Commitments

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

(a) Capital commitments

Approved and contracted for:

Property, plant an equipment 15,049 37,716 - 29,334

Share of joint ventures’

capital commitments in relation to
property, plant and equipment 64,250 252,033 - -

Approved but not contracted for:

Property, plant and equipment 15,813 - - -

Share of joint ventures’ capital

commitments in relation to property,
plant and equipment 35,043 - - -

130,155 289,749 - 29,334

(b) Operating lease commitments

– Group as lessee

In addition to the land use rights as disclosed in Note 19, the Group has entered into leases for the use
of premises, vessels and equipment. These leases have an average tenure of between 6 months to 2 105
years with options to extend for the lease periods mutually agreed between the lessees and lessors. The
Group is restricted from leasing the leased premises to third parties.

Minimum lease payments, including amortisation of land use rights recognised in profit or loss for the
financial year ended 31 January 2014 and 31 January 2013, amounted to approximately RM720,000
(2013: RM817,000).

Future minimum rentals payable under non-cancellable operating leases (excluding land use rights) at
the reporting date are as follows:

Group
2014 2013
RM’000 RM’000

Not later than 1 year 1,692 144

Later than 1 year and not later than 5 years - 7

- 151

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

40. Commitments (cont’d)

(c) Operating lease commitments

– Group as lessor

The Group has entered into leases on its investment properties and vessels. These non-cancellable
leases have remaining lease terms of between one to six years. All leases include a clause to enable
upward revision of the rental charge on renewal basis based on prevailing market conditions.

Future minimum rentals receivable under non-cancellable operating leases at the reporting date are
as follows:

Group
2014 2013
RM’000 RM’000

Not later than 1 year 265,634 17,936

Later than 1 year and not later than 5 years 756,877 243

1,022,511 18,179

Rental income from leasing of investment properties and chartering fees from leasing of vessels which
recognised in profit or loss during the financial year are disclosed in Note 7.

41. Fair value of financial instruments

(a) Fair values of financial instruments that are carried at fair value
106
The following table shows an analysis of financial instruments carried at fair value by level of the fair
value hierarchy:

Level 1 Level 2 Level 3 Total

Group RM’000 RM’000 RM’000 RM’000

At 31 January 2014

Financial assets:
Available-for-sale financial assets 15,733 - - 15,733
Marketable securities 13 - - 13

Financial liability:
Interest rate swaps - 127 - 127

At 31 January 2013

Financial assets:
Available-for-sale financial assets 11,391 - - 11,391
Marketable securities 44 - - 44

Financial liability:
Interest rate swap - 120 - 120

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

41. Fair value of financial instruments (cont’d)

(a) Fair values of financial instruments that are carried at fair value (cont’d)

Fair value hierarchy

The Group classifies fair value measurement using the fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following levels:

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 the fair value
measurement is directly or indirectly observable; and

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

There have been no transfers between Level 1, Level 2 and Level 3 fair value measurements during the
financial years ended 31 January 2014 and 31 January 2013.

(b) Financial instruments that are not carried at fair value and whose carrying amounts are reasonable
approximation of fair value

The following are classes of financial instruments that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value:

Note

Trade and other receivables (current) 26

Trade and other payables (current) 37 107
Loans and borrowings (current), excluding obligations under finance leases 32
Loans and borrowings (non-current), excluding obligations under finance leases
and a bank loan 32

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair
values, either due to their short-term nature or that they are floating rate instruments that are re-priced
to market interest rates on or near the reporting date.

The carrying amounts of the current portion of loans and borrowings excluding obligations under finance
leases are reasonable approximations of fair values due to the insignificant impact of discounting.

The fair values of non-current loans and borrowings excluding obligations under finance leases are
estimated by discounting expected future cash flows at market incremental lending rate for similar
types of lending, borrowing or leasing arrangements at the reporting date.

Financial guarantees

Fair value is determined based on probability weighted discounted cash flow method. The probability
has been estimated and assigned for the following key assumptions:

- The likelihood of the guaranteed party defaulting within the guarantee period;

- The exposure on the portion that is not expected to be recovered due to the guaranteed party’s
default; and

- The estimated loss exposure if the party guaranteed were to default.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

41. Fair value of financial instruments (cont’d)

(c) Fair values of financial instruments by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value

Group
2014 2013
Financial liabilities: RM’000 RM’000

Carrying value:
- Obligation under finance leases (current and non-current) 9,329 5,180
- USD bank loan (non-current) 251,329 -

260,658 5,180

Fair value:
- Obligation under finance leases
(current and non-current) 9,222 5,077
- USD bank loan (non-current) 207,668 -

216,890 5,077

42. Financial risk management objectives and policies

The Group’s principal financial liabilities, other than derivatives, comprise of loans and borrowings, trade
and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to
108 finance the Group’s operations and to provide guarantees to support its operations. The Group’s principal
financial assets include loans, trade and other receivables, and cash and short-term deposits that derive
directly from its operations. The Group also holds available-for-sale financial assets.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees
the management of these risks. The Group’s senior management is supported by a corporate finance team
that advises on financial risks and the appropriate financial risk governance framework for the Group. The
corporate finance team provides assurance to the Group’s senior management that the Group’s financial
risk activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Group’s policies and risk objectives. It is the Group’s
policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors
reviews and agrees policies for managing each of these risks, which are summarised below.

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprise three types of risk: interest rate risk, currency risk and
other price risk, such as equity price risk and commodity risk. Financial instruments affected by market
risk include loans and borrowings, deposits, available-for-sale financial assets and derivative financial
instruments.

The sensitivity analyses in the following sections relate to the position as at 31 January in 2014 and 2013.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes
in market interest rates relates primarily to the Group’s non-current loans and borrowings with
floating interest rates.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

42. Financial risk management objectives and policies (cont’d)

(a) Market risk (cont’d)

(i) Interest rate risk (cont’d)

The Group manages its interest rate risk by having a balanced portfolio of fixed and floating rate
loans and borrowings. The Group enters into interest rate swaps, in which it agrees to exchange,
at specified intervals, the difference between fixed and floating rate interest amounts calculated
by reference to an agreed-upon notional principal amount.

Interest rate sensitivity

At the reporting date, if interest rates had been 10 basis points lower/higher, with all other variables
held constant, the Group’s profit before tax would have been approximately RM1,096,000 (2013:
RM333,000) higher/lower, arising mainly as a result of lower/higher interest expense on floating rate
loans and borrowings. The assumed movement in basis points for interest rate sensitivity analysis is
based on the currently observable market environment.

(ii) 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. The Group’s exposure to the risk
of changes in foreign exchange rates relates primarily to the Group’s operating activities (when
revenue or expense is denominated in a different currency from the Group’s presentation
currency) and the Group’s net investments in foreign subsidiaries.

The Group has transactional currency exposures arising from sales or purchases that are
denominated in a currency other than the respective functional currencies of Group entities,
primarily RM, USD and Vietnamese Dong (“VND”). The foreign currency in which these transactions
are denominated is mainly USD. 109

The Group holds cash and cash equivalents denominated in foreign currencies for working capital
purposes. The other financial instruments denominated in foreign currencies includes available-
for-sale financial assets, trade and other receivables, trade and other payables and loans and
borrowings.

The Group is also exposed to currency translation risk arising from its net investment in foreign
operations in Vietnam, Labuan, Singapore and Norway. The Group’s investments in its foreign
subsidiaries, joint ventures and associate are not hedged as the currency position in these
investments are considered to be long-term in nature.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD
exchange rates, with all other variables held constant. The impact on the Group’s profit before
tax is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to
foreign currency changes for all other currencies is not material.

Group
2014 2013
RM’000 RM’000

USD/RM - Strengthened 5% (4,989) (5,279)

- Weakened 5% 4,989 5,279
SGD/RM - Strengthened 5% 6 (25)
- Weakened 5% (6) 25

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

42. Financial risk management objectives and policies (cont’d)

(b) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits with banks
and financial institutions, foreign exchange transactions and other financial instruments.

(i) Trade receivables

Customer credit risk is managed by each business unit subject to the Group’s established policy,
procedures and control relating to customer credit risk management. Credit quality of a customer
is assessed based on an individual credit limits are defined in accordance with this assessment.
Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis for major
clients. In addition, a large number of minor receivables are grouped into homogenous groups
and assessed for impairment collectively. The calculation is based on actual incurred historical
data. The maximum exposure to credit risk at the reporting date is the carrying value of each class
of financial assets disclosed in statement of financial position. The Group does not hold collateral
as security. As at reporting date, approximately 57% (2013: 61%) of the Group’s trade receivables
are due from companies of a common group.

(ii) Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Group’s finance
department in accordance with the Group’s policy. Counterparty credit limits are reviewed by
the Group’s Board of Directors on an annual basis, and may be updated throughout the year. The
limits are set to minimise the concentration of risks and therefore mitigate financial loss through
110 potential counterparty’s failure to make payments. The maximum exposure to credit risk at the
reporting date is the carrying value of each class of financial assets disclosed in statement of
financial position except for trade receivables as disclosed above.

(c) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises
primarily from mismatches of the maturities of financial assets and liabilities. The Group’s objective is to
maintain a balance between continuity of funding and flexibility through the use of bank overdrafts,
bank loans and finance leases contracts.

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities
based on contractual undiscounted repayment obligations.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

42. Financial risk management objectives and policies (cont’d)

(c) Liquidity risk (cont’d)

On demand
or within One to Over five
one year five years years Total
Group RM’000 RM’000 RM’000 RM’000

31 January 2014
Trade and other payables 180,795 - - 180,795
Loans and borrowings 660,188 672,821 85,207 1,418,216
Derivatives 127 - - 127

Total undiscounted financial liabilities 841,110 672,821 85,207 1,599,138

31 January 2013
Trade and other payables 65,006 - - 65,006
Loans and borrowings 315,385 146,782 3,821 465,988
Derivatives 120 - - 120

Total undiscounted financial liabilities 380,511 146,782 3,821 531,114

Company

31 January 2014
Trade and other payables 98,415 - - 98,415
Loans and borrowings 222,380 24,549 - 246,929 111

Total undiscounted financial liabilities 320,795 24,549 - 345,344

31 January 2013
Trade and other payables 14,858 - - 14,858
Loans and borrowings 147,959 27,322 2,602 177,883

Total undiscounted financial liabilities 162,817 27,322 2,602 192,741

43. Segment information

For management purposes, the Group is organised into business units based on their products and services,
and has four reportable operating segments as follows:

(i) Transport - This segment includes the provision of commercial land transportation, haulage and shipping
services.

(ii) Marine - This segment comprises provision of vessel, barge and marine related services.

(iii) Trading - This segment comprises the trading activities mainly in the construction related materials

(iv) Other business segments include rental, insurance and investment income.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

43. Segment information (cont’d)

Management monitors the operating results of its business units separately for the purpose of making
decisions about resource 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. Group financing (including
finance costs) and income taxes are managed on a group basis and are not allocated to operating
segments.

Segment information by geographical location has not been prepared as the Group’s operations are
predominantly located in Malaysia.

Other
Transport Marine Trading operations Consolidated
RM’000 RM’000 RM’000 RM’000 RM’000

31 January 2014

Revenue:
External sales 106,046 162,085 714,048 9,031 991,210
Elimination (49,349)

941,861

Results:
Segment results 7,880 27,360 20,043 18,068 73,351
Finance costs (28,971)
Share of results of joint ventures 35,686
112 Share of results of associates (1,316)
Income tax expense (8,958)

Profit for the year 69,792

Amortisation and depreciation 4,490 18,211 124 - 22,825

Fair value gain/(loss):

- investment properties - - - (20) (20)
- marketable securities - - - 2 2
Other non-cash expenses 2,554 (279) 3,000 (4,025) 1,250

Assets and liabilities

Segment assets 374,620 1,432,291 265,759 70,604 2,143,274

Segment liabilities 30,957 1,380,692 187,755 2,824 1,602,228

Addition to non-current assets 10,305 782 - 5 11,092

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

43. Segment information (cont’d)

Other
Transport Marine Trading operations Consolidated
RM’000 RM’000 RM’000 RM’000 RM’000

31 January 2013

Revenue:
External sales 110,303 109,176 690,012 10,485 919,976
Elimination (54,755)

865,221

Results:
Segment results 7,642 23,996 26,810 3,971 62,419
Finance costs (17,286)
Share of results of joint ventures (267)
Share of results of an associate (427)
Income tax expense (8,156)

Profit for the year 36,283

Amortisation and depreciation 4,314 9,273 124 - 13,711

Fair value gain/(loss):

- investment properties - - - (2) (2)
- marketable securities - - - (3) (3) 113
Other non-cash expenses 527 (398) 7,714 139 7,982

Assets and liabilities

Segment assets 66,531 461,641 212,203 60,523 800,898

Segment liabilities 25,867 338,053 146,676 6,514 517,110

Addition to non-current assets 5,949 91,597 - 322 97,868

44. Capital management

For the purpose of the Group’s capital management, capital includes issued capital, share premium and
all other equity reserves attributable to owners of the parent. The primary objective of the Group’s capital
management is to maximise the shareholder value.

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims
to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that
define capital structure requirements. Breaches in meeting the financial covenants would permit the bank
to immediately call loans and borrowings. There have been no breaches in the financial covenants of any
interest-bearing loans and borrowing in the current period.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors
capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within
net debt, interest bearing loans and borrowings, trade and other payables, less cash and short-term deposits.

Annual Report 2014

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

44. Capital management (cont’d)

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Loans and borrowings 1,290,133 448,541 244,007 173,862

Trade and other payables 180,795 65,006 98,415 14,858
Less: Cash and bank balances (267,077) (23,837) (5,671) (211)

Net debt 1,203,851 489,710 336,751 188,509

Equity attributable to owners of the parent 535,127 281,232 374,049 209,772

Capital and net debt 1,738,978 770,942 710,800 398,281

Gearing ratio 69% 64% 47% 47%

45. Subsequent events

(i) Renounceable Rights Issue

On 24 January 2014, the Company announced to undertake the following proposals:

- a renounceable rights issue of new ordinary shares (“Rights Share”) to the entitled shareholders of
the Company to raise maximum gross proceeds of up to RM500 million (Proposed Rights Issue);
114
- an increase in the authorised share capital of the Company from RM500 million comprising 500
million ordinary shares to RM1 billion comprising 1 billion ordinary shares; and

- a share split involving the subdivision of one ordinary share into two (2) ordinary shares of RM0.50
each in the Company held by the entitled shareholders of the Company on an entitlement date
to be determined and announced later.

On 13 March 2014, the Company proposed to revise the maximum gross proceeds to be raised from
the Proposed Rights Issue to up to RM600 million in view of the Company’s current funding requirements

On 28 April 2014, the Company announced that the issue price is fixed at RM2.20 per Rights Share and
that the entitlement basis for the Proposed Rights Issue is one (1) Rights Share for every one (1) existing
ordinary share held by the Entitled Shareholders.

On 29 April 2014, the Company announced that it has procured written irrevocable undertakings from
several parties to subscribe for their respective entitlements under the Proposed Rights Issue.

(ii) Incorporation of a subsidiary

On 5 May 2014, the Company via its wholly-owned subsidiary, Yinson Production Pte. Ltd., incorporated
a wholly-owned subsidiary, Yinson Production (West Africa) Pte. Ltd. with a paid-up capital of USD1.00.
The intended principal activities of the subsidiary are ship management services and service activities
incidental to oil and gas extraction (excluding surveying).

46. Authorisation of financial statements for issue

The financial statements for the year ended 31 January 2014 were authorised for issue in accordance with
a resolution of the directors on 28 May 2014.

YINSON HOLDINGS BERHAD

 Notes to the Financial Statements (cont’d)
for the financial year ended 31 January 2014

47. Supplementary information – breakdown of retained earnings into realised and unrealised

The breakdown of the retained earnings of the Group and of the Company as at 31 January 2014 and 2013
into realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia
Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No.
1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000

Group

Total retained earnings

- Realised 109,925 91,357 (1,117) 1,190

- Unrealised 4,776 (2,113) 4,025 151

114,701 89,244 2,908 1,341

Total retained earnings from:
Joint ventures:
- Realised 35,396 (290) - -
Associates:
- Realised (1,743) (427) - -

148,354 88,527 2,908 1,341

Less: Consolidation adjustments (1,712) (4,182) - -

Retained earnings as per financial statements 146,642 84,345 2,908 1,341 115

Annual Report 2014

 ANALYSIS OF SHAREHOLDINGS
AS AT 12 JUNE 2014

Authorised Share Capital : RM1,000,000,000 ordinary shares of RM1.00 each

Issued and Fully Paid-up Capital : RM516,399,220 ordinary shares of RM1.00 each
Voting Rights : One vote per share

ANALYSIS OF SHAREHOLDINGS (According to the record of Depositors as at 19 June 2014)

Range No. of Holders % of Holders No. of Shares % of Shares

Less than 100 299 14.74 3,574 0.00

100 to 1,000 210 10.36 139,540 0.03
1,001 to 10,000 892 43.98 4,064,912 0.79
10,001 to 100,000 439 21.65 13,206,000 2.56
100,001 to 25,819,960 (*) 185 9.12 335,979,194 65.06
25,819,961 and above (**) 3 0.15 163,006,000 31.57

2,028 100.00 516,399,220 100.00

Remark: * - Less than 5% of issued shares

** - 5% and above of issued shares

SUBSTANTIAL SHAREHOLDERS (According to the Company’s Register of Substantial Shareholders as at 19 June

2014)

Name No. of Shares %

116 1 Lim Han Weng 113,800,500 22.04

2 Kencana Capital Sdn Bhd 95,798,500 18.55
3 Bah Kim Lian 45,538,800 8.82
4 Employees Provident Fund Board 26,435,500 5.12

Lim Han Weng and Bah Kim Lian by virtue of their interests in the shares of the Company are also deemed
interested in shares of all the Company’s subsidiaries to the extend the Company has an interest.

DIRECTORS SHAREHOLDINGS (As per Register of Director’s Shareholdings as at 19 June 2014)

Direct Interest Indirect Interest

Name No. of Shares % No. of Shares %

Lim Han Weng 113,800,500 22.04 23,886,800 4.63

Bah Kim Lian 45,538,800 8.82 - -
Lim Han Joeh 20,655,188 4.00 - -
Bah Koon Chye 140,000 0.03 - -
Adi Azmari bin Koya Moideen Kutty 110,000 0.02 - -
Kam Chai Hong 132,300 0.03 - -
Lim Chern Yuan 30,600 0.01

YINSON HOLDINGS BERHAD

 Analysis Of Shareholdings
As At 12 June 2014 (cont’d)

30 LARGEST SHAREHOLDERS (According to the Record of Depositors as at 19 June 2014)

Name No. of Shares %

1 Cimsec Nominees (Tempatan) Sdn Bhd 75,798,500 14.68

CIMB Bank for Kencana Capital Sdn Bhd (PBCL-0G0042)
2 Affin Nominees (Tempatan) Sdn Bhd 45,909,200 8.89
Pledged securities account for Lim Han Weng
3 Kenanga Nominees (Tempatan) Sdn Bhd 41,298,300 8.00
Pledged securities account for Bah Kim Lian
4 Amsec Nominees (Tempatan) Sdn Bhd 22,347,400 4.33
Pledged securities account - Ambank (M) Berhad for Lim Han Weng
5 Affin Nominees (Asing) Sdn Bhd 22,052,400 4.27
Pledged securities account for Liannex Corporation (S) Pte Ltd
6 CIMB Group Nominees (Tempatan) Sdn Bhd 20,655,000 4.00
Pledged securities account for Yeow Chien Ming
7 AllianceGroup Nominees (Tempatan) Sdn Bhd 20,094,000 3.89
Pledged securities account for Lim Han Weng (8081862)
8 Maybank Securities Nominees (Tempatan) Sdn Bhd 20,000,000 3.87
Pledged securities account for Kencana Capital Assets Sdn Bhd (Margin)
9 Kenanga Nominees (Tempatan) Sdn Bhd 19,795,000 3.83
Pledged securities account for Lim Han Weng
10 RHB Nominees (Tempatan) Sdn Bhd 17,200,000 3.33
Bank Of China (Malaysia) Berhad Pledged securities account for
Lim Han Joeh
11 Maybank Nominees (Tempatan) Sdn Bhd 13,553,620 2.62
Exempt AN for Areca Capital Sdn Bhd
12 Citigroup Nominees (Tempatan) Sdn Bhd 13,444,800 2.60
Employees Provident Fund Board
13 Citigroup Nominees (Tempatan) Sdn Bhd 11,555,800 2.24
Exempt AN for AIA Bhd
14 AllianceGroup Nominees (Tempatan) Sdn Bhd 9,393,120 1.82
Pledged securities account for Lim Kooi Eng (8112574)
15 Malaysia Nominees (Tempatan) Sendirian Berhad 6,454,600 1.25
Great Eastern Life Assurance (Malaysia) Berhad (LSF) 117
16 Citigroup Nominees (Tempatan) Sdn Bhd 5,807,000 1.12
Employees Provident Fund Board (CIMB PRIN)
17 Citigroup Nominees (Tempatan) Sdn Bhd 5,522,900 1.07
Pledged securities account for Lim Han Weng (473800)
18 Malaysia Nominees (Tempatan) Sendirian Berhad 4,684,400 0.91
Great Eastern Life Assurance (Malaysia) Berhad (LPF)
19 Cartaban Nominees (Asing) Sdn Bhd 4,400,000 0.85
Exempt AN for
Standard Chartered Bank Singapore Branch (SG PVB CL AC)
20 Citigroup Nominees (Tempatan) Sdn Bhd 3,919,000 0.76
Pledged securities account for Bah Kim Lian (473819)
21 Hong Leong Assurance Berhad 3,660,000 0.71
As beneficial owner (Unitlinked BCF)
22 Citigroup Nominees (Asing) Sdn Bhd 3,571,800 0.69
GSI for Joy Lead Consultants Limited
23 Citigroup Nominees (Tempatan) Sdn Bhd 3,550,200 0.69
Employees Provident Fund Board (NOMURA)
24 Citigroup Nominees (Tempatan) Sdn Bhd 3,514,500 0.68
Pledged securities account for Wai Mun Tuck (471983)
25 HSBC Nominees (Asing) Sdn Bhd 3,210,000 0.62
Exempt AN for JPMorgan Chase Bank, National Association (Norges BK)
26 Citigroup Nominees (Tempatan) Sdn Bhd 3,200,000 0.62
Employees Provident Fund Board (HDBS)
27 HSBC Nominees (Asing) Sdn Bhd 2,954,400 0.57
Exempt AN for Credit Suisse (SG BR-TST-ASING)
28 Beh Eng Par 2,790,000 0.54
29 Malacca Equity Nominees (Tempatan) Sdn Bhd 2,679,092 0.52
Exempt AN for Phillip Capital Management Sdn Bhd
30 DB (Malaysia) Nominee (Tempatan) Sendirian Berhad 2,634,000 0.51
Exempt AN for
Kumpulan Sentiasa Cemerlang Sdn Bhd(TSTAC / CLNT)

415,649,032 80.48

Annual Report 2014

 List of Properties

Details of all the landed properties owned by the Group and the Company as at 31 January 2014 are set out as
follows:-

Land Area Fair

(sq.m)/ Value/
Description Tenure Age of Gloss Built Net Book Last Date of
of Existing (expiry Building up Area Value Revaluation (R)/
Location Use date/year) (years) (sq m) (RM’000) Acquisition (A)

PROPERTIES

PLO 248 Office Leasehold 12 23,310/ 9,262 A: 24.11.1997
Mukim of Tebrau building and land expiring 5,440
Kawasan Perindustrian warehouse 31.1.2060
Tebrau IV Johor Bahru

INVESTMENT PROPERTIES

PLO 729 Jalan Keluli Yard and Leasehold 6 6,070/ 1,500 R: 31.1.2014
Pasir Gudang Industrial Estate office land expiring 329
81700 Pasir Gudang, Johor building 17.2.2068

PLO 734 Jalan Keluli Land Leasehold - 6,669 1,100 R: 31.1.2014
Pasir Gudang Industrial Estate land expiring
81700 Pasir Gudang, Johor 17.2.2068

Lot P.T3968 Yard and Leasehold 6 10,630/ 3,500 R: 31.1.2014
H.S(D) 5638 Mukim 1 Building land expiring 566
118 Daerah Seberang Perai Tengah 6.3.2058
Pulau Pinang

PTD 64022 Office Leasehold 19 11,048/ 4,900 R: 31.1.2014

Jalan Angkasamas Satu building and land expiring 4752
Mukim of Tebrau warehouse 14.3.2053
Johor Bahru

MLO 2754 Vacant land Freehold - 4,097 400 R: 31.1.2014

Mukim of Plentong
Johor Bahru

PTD 66206 Double storey Freehold 16 184/ 200 R: 31.1.2014

Taman Putri Wangsa terrace house 133
Johor Bahru

G-3-1 Taman Pelangi Apartment Freehold 14 142 90 R: 31.1.2014

Apartment
H.S. (D) No.30874,
P.T. No.6110 Mukim Bukit Katil
Daerah Melaka Tengah,
Melaka

H-3-1 Taman Pelangi Apartment Freehold 14 142 90 R: 31.1.2014

Apartment
H.S. (D) No.30874,
P.T. No.6110, Mukim Bukit Katil
Daerah Melaka Tengah,
Melaka

YINSON HOLDINGS BERHAD

 List of Properties (cont’d)

Land Area Fair

(sq.m)/ Value/
Description Tenure Age of Gloss Built Net Book Last Date of
of Existing (expiry Building up Area Value Revaluation (R) /
Location Use date/year) (years) (sq m) (RM’000) Acquisition (A)

PTD No. 37796, H.S. (D) 127433 1 1/2 storey Freehold 14 326/326 450 R: 31.1.2014
Mukim of Pulai light
District of Johor Bahru industrial
Johor Darul Ta’zim building

Parcel No 03-25, Apartment Freehold 9 71 65 R: 31.1.2014

Melur Mewangi
H.S. (D) 3503, P.T. No 1929
(Block 6), Mukim of Ijuk
Kuala Selangor, Selangor

Unit No.145 Level 5 Block M1-B Office Unit Freehold 7 432 1,950 R: 31.1.2014
Lot No.144 Section 44
City of Kuala Lumpur
Wilayah Persekutuan
Kuala Lumpur

Lot No.D99 Vacation Leasehold 18 608/ 70 R: 31.1.2014

(Room 1641/1642 Vila Mayfair, Resort Villa Building 135
Summerset Colonial Hotel expiring
and Villa) Summerset of 15.1.2094
Rompin, 26800 Kuala Rompin
Pahang Darul Makmul
119
PTD No.8325, HSM 5011 Vacant Land Leasehold - 1,581 420 R: 31.1.2014
Mukim Semenyih land expiring
Daerah Hulu Langat 05.11.2094
Negeri Selangor

PTD No.127063, Four storey Freehold 18 178 420 R: 31.1.2014

H.S. (D) 251022, shopoffice
No.12, Jalan Gunung 4
Bandar Seri Alam,
81750 Masai
Johor Darul Takzim

Annual Report 2014

This page has been intentionally left blank
Proxy Form
I / We

NRIC No. / Passport No. / Company No.

of

being a member / members of YINSON HOLDINGS BERHAD hereby appoint

of

or failing him

of
as my / our proxy to vote for me / us on my/our behalf at the Twenty-First Annual General Meeting of the Company to be held at
Level 6, Orchid Room, Berjaya Waterfront Hotel Johor Bharu (formerly known as The Zon Regency Hotel by The Sea), 88, Jalan
Ibrahim Sultan, Stulang Laut, 80720 Johor Bahru, Johor Darul Takzim on Thursday, 31st July, 2014 at 12.00 noon and at any
adjournment thereof.
Please indicate with an ”X” in the space below how you wish your votes to be cast.
In the absence of specific directions, your proxy will vote or abstain as he thinks fit.

RESOLUTIONS FOR AGAINST

1. Declaration of Final Single-tier Dividend
2. Payment of Directors’ Fees
Re-election of Directors :-
3. Tuan Haji Hassan Bin Ibrahim
4. Mr. Lim Chern Yuan
5. To re-appoint Messrs Ernst & Young as auditors
6. To approve the allotment of shares (under Section 132D)
7. To approve renewal of Shareholders’ Mandate for recurrent related party
transactions

Continuing in office as Independent Non-Executive Directors :-

8. Dato’ Adi Azmari bin B.K. Koya Moideen Kutty
9. Mr Kam Chai Hong
10. Tuan Haji Hassan bin Ibrahim

As witness my/our hand this day of 2014

No. of Share Held :

CDS Account No :

Signature / Common Seal of Shareholder

N otes:

(1) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may but need not be a
member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.

(2) Where a member appoints two (2) or more proxies, the appointments shall be invalid unless he/she specifies the proportions of his/her shareholdings to be
represented by each proxy.

(3) 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 authorised nominee may appoint in respect of each omnibus account
it holds.

(4) Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) proxies, the proportion of shareholdings to be
represented by each proxy must be specified in the instrument appointing the proxies.

(5) The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a
corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised.

(6) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority shall
be deposited at the Company’s Registered Office at 25, Jalan Firma 2, Kawasan Perindustrian Tebrau IV, 81100 Johor Bahru, Johor Darul Takzim not less than
forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

(7) Depositers whose name appear in the Record of Depositors as at 25 July 2014 shall be regarded as Member of the Company entitled to attend the Annual General
Meeting or appoint a proxy to attend and vote on his/her behalf.
Fold here

AFFIX
STAMP

YINSON HOLDINGS BERHAD

(259147-A) (Incorporated in Malaysia)
No. 25, Jalan Firma 2
Kawasan Perindustrian Tebrau IV
81100 Johor Bahru
Johor, Malaysia.

Fold here