MIRA INFORM REPORT

Report Date :

17.05.2013

IDENTIFICATION DETAILS

Name :	MISC BERHAD
Formerly Known As :	MALAYSIA INTERNATIONAL SHIPPING CORPORATION BHD
Registered Office :	Level 25, Menara Dayabumi, Jalan Sultan Hishamuddin, 50050 Kuala Lumpur, Wilayah Persekutuan
Country :	Malaysia
Financials (as on) :	31.12.2011
Date of Incorporation :	06.11.1968
Com. Reg. No.:	8178-H
Legal Form :	Public
Line of Business :	Ship owning, ship operating, other activities related to shipping services, and owning & operating offshore floating terminals
No. of Employees :	5,200 [2013]

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	No Complaints
Litigation :	Clear

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31^st 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
Malaysia	A2	A2

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

malaysia ECONOMIC OVERVIEW

Malaysia, a middle-income country, has transformed itself since the 1970s from a producer of raw materials into an emerging multi-sector economy. Under current Prime Minister NAJIB, Malaysia is attempting to achieve high-income status by 2020 and to move farther up the value-added production chain by attracting investments in Islamic finance, high technology industries, biotechnology, and services. NAJIB's Economic Transformation Program (ETP) is a series of projects and policy measures intended to accelerate the country's economic growth. The government has also taken steps to liberalize some services sub-sectors. The NAJIB administration also is continuing efforts to boost domestic demand and reduce the economy's dependence on exports. Nevertheless, exports - particularly of electronics, oil and gas, palm oil and rubber - remain a significant driver of the economy. As an oil and gas exporter, Malaysia has profited from higher world energy prices, although the rising cost of domestic gasoline and diesel fuel, combined with strained government finances, has forced Kuala Lumpur to begin to reduce government subsidies. The government is also trying to lessen its dependence on state oil producer Petronas. The oil and gas sector supplies about 35% of government revenue in 2011. Bank Negera Malaysia (central bank) maintains healthy foreign exchange reserves, and a well-developed regulatory regime has limited Malaysia's exposure to riskier financial instruments and the global financial crisis. Nevertheless, Malaysia could be vulnerable to a fall in commodity prices or a general slowdown in global economic activity because exports are a major component of GDP. In order to attract increased investment, NAJIB has raised possible revisions to the special economic and social preferences accorded to ethnic Malays under the New Economic Policy of 1970, but he has encountered significant opposition, especially from Malay nationalists and other vested interests.

Source : CIA

* Adopted abbreviations :	SC - Subject Company (the company enquired by you)
	N/A - Not Applicable

EXECUTIVE SUMMARY

REGISTRATION NO.

:

8178-H

COMPANY NAME

:

MISC BERHAD

FORMER NAME

:

MALAYSIA INTERNATIONAL SHIPPING CORPORATION BHD (15/09/2005)
MALAYSIAN INTERNATIONAL SHIPPING CORPORATION BHD (11/09/1995)

INCORPORATION DATE

:

06/11/1968

COMPANY STATUS

:

EXIST

LEGAL FORM

:

PUBLIC

LISTED STATUS

:

YES

LISTED DATE

:

23/02/1987

REGISTERED ADDRESS

:

LEVEL 25, MENARA DAYABUMI, JALAN SULTAN HISHAMUDDIN, 50050 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.

BUSINESS ADDRESS

:

LEVEL 25, MENARA DAYABUMI, JALAN SULTAN HISHAMUDDIN, 50050 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.

TEL.NO.

:

03-22640888

FAX.NO.

:

03-22736602

EMAIL

:

MISCWEB@MISCBHD.COM

WEB SITE

:

WWW.MISC.COM.MY

CONTACT PERSON

:

NASARUDIN BIN MD IDRIS ( CEO )

INDUSTRY CODE

:

501

PRINCIPAL ACTIVITY

:

SHIP OWNING, SHIP OPERATING, OTHER ACTIVITIES RELATED TO SHIPPING SERVICES, AND OWNING & OPERATING OFFSHORE FLOATING TERMINALS

AUTHORISED CAPITAL

:

MYR 10,000,000,001.00 DIVIDED INTO 
ORDINARY SHARE 10,000,000,000.00 OF MYR 1.00 EACH.
PREFERENCE SHARE 1.00 OF MYR 1.00 EACH.

ISSUED AND PAID UP CAPITAL

:

MYR 4,463,793,104.00 DIVIDED INTO 
ORDINARY SHARES 2,988,879,310 CASH AND 1,474,913,793 OTHERWISE OF MYR 1.00 EACH.
PREFERENCE SHARES 1 CASH OF MYR 1.00 EACH.

SALES

:

MYR 8,505,933,000 [2011]

NET WORTH

:

MYR 22,297,386,000 [2011]

M1000 OVERALL RANKING

:

13[2011]

M1000 INDUSTRY RANKING

:

1[2011]

STAFF STRENGTH

:

5,200 [2013]

BANKER (S)

:

ASEAMBANKERS MALAYSIA BHD MALAYAN BANKING BHD CIMB BANK BHD

LITIGATION

:

TRACED

DEFAULTER CHECK

:

CLEAR

FINANCIAL CONDITION

:

FAIR

PAYMENT

:

AVERAGE

MANAGEMENT CAPABILITY

:

AVERAGE

COMMERCIAL RISK

:

MODERATE

CURRENCY EXPOSURE

:

MODERATE

GENERAL REPUTATION

:

GOOD

INDUSTRY OUTLOOK

:

AVERAGE GROWTH

HISTORY / BACKGROUND

As a public limited company, the SC must have at least one shareholder but there is no limit on the maximum number of shareholders. The SC must have at least two directors. A public limited company is a separate legal entity from its shareholders. As a separate legal entity, the SC is capable of owning assets, entering into contracts, suing or be sued by other companies. The liabilities of the shareholders are only up to the extent of the equity they have taken up and the creditors cannot claim on shareholders' personal assets even if the SC is insolvent. The SC is governed by the Companies Act,1965 and must file in its annual return, together with its financial statements with the Registrar of Companies. In Malaysia, all the companies seeking listing on the Bursa Malaysia (Malaysia Stock Exchange) must be public limited companies.

The SC is principally engaged in the (as a / as an) ship owning, ship operating, other activities related to shipping services, and owning & operating offshore floating terminals.

The SC was listed on the Main Board of Bursa Malaysia Securities Bhd on 23/02/1987

According to the Malaysia 1000 publication, the SC's ranking are as follows:
YEAR	2011	2009	2008	2005	2004
OVERALL RANKING	13	14	15	18	22
INDUSTRY RANKING	1	1	1	1	1

The immediate holding company of the SC is CARTABAN NOMINEES (TEMPATAN) SDN BHD, a company incorporated in MALAYSIA.

The ultimate holding company of the SC is PETROLIAM NASIONAL BERHAD, a company incorporated in MALAYSIA.

The major shareholder(s) of the SC are shown as follows :

Name	Address	IC/PP/Loc No	Shareholding	(%)
CARTABAN NOMINEES (TEMPATAN) SDN BHD	LEVEL 16, MENARA STANDARD CHARTERED, 30 JALAN SULTAN ISMAIL, 50250 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	263368	2,798,203,400.00	62.69
CITIGROUP NOMINEES (TEMPATAN) SDN BHD	LEVEL 45, MENARA CITIBANK, 165,JALAN AMPANG, 50450 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	267011	468,686,384.00	10.50
AMANAHRAYA TRUSTEES BERHAD	6th Floor, Jln Melaka,, 50100 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	766894	436,775,460.00	9.78
HSBC NOMINEES (ASING) SDN BHD	2,LEBOH AMPANG, 50100 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	4381	106,296,014.00	2.38
REMAINING SHAREHOLDERS FOR BERHAD COMPANY		00000001	98,156,530.00	2.20
LEMBAGA KEMAJUAN TANAH PERSEKUTUAN (FELDA)	KOMPLEKS PERBADANAN FELDA, JALAN MAKTAB, 54000 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	AB000000048	93,838,250.00	2.10
CARTABAN NOMINEES (ASING) SDN BHD	2 JLN AMPANG, 50450 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	263367	83,093,250.00	1.86
KOPERASI KESATUAN GURU-GURU MELAYU MALAYSIA BARAT BERHAD	LOT 471 JLN SEMARIANG,PETRA JAYA, P.O. BOX 1844, 93736 KUCHING, SARAWAK, MALAYSIA.	000000020	67,466,667.00	1.51
REMAINING SHAREHOLDERS FOR BERHAD COMPANY	REMAINING SHAREHOLDERS, FOREIGN	000000001	56,485,320.00	1.27
KUMPULAN WANG PERSARAAN (DIPERBADANKAN)	TINGKAT 4,5 & 6, MENARA YAYASAN TUN RAZAK, 200 JALAN BUKIT BINTANG, 55100 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	00000225	56,447,360.00	1.26
LEMBAGA TABUNG HAJI	201 JALAN TUN RAZAK, 50400 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	000000002	51,671,540.00	1.16
VALUECAP SDN. BHD.	BLOCK B, HP TOWERS, 12, JALAN GELENGGANG, BUKIT DAMANSARA, LEVEL 10, 50490 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	595989	43,739,900.00	0.98
CITIGROUP NOMINEES (ASING) SDN BHD	MENARA CITIBANK, 165, JALAN AMPANG, LEVEL 44, 50450 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	263875	32,789,346.00	0.73
MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD	JLN MELAKA, 50100 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	6193	26,183,460.00	0.59
REMAINING SHAREHOLDERS FOR BERHAD COMPANY		000000001	20,596,320.00	0.46
MAYBANK NOMINEES (TEMPATAN) SDN BHD	100, JALAN TUN PERAK, 50050 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	258939	5,989,402.00	0.13
SABAH LAND DEVELOPMENT BOARD	WISMA SLDB, JALAN KELAPA SAWIT, OFF KM 4, JALAN TUARAN, 88300 KOTA KINABALU, SABAH, MALAYSIA.	00000046	4,012,900.00	0.09
TEE TEH SDN BHD	NO. 10, BUKIT CEYLON, 50200 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	5290	3,600,000.00	0.08
EMPLOYEES PROVIDENT FUND BOARD	SEKSYEN DEPOSITORI PUSAT, KWSP, JAALN RAJA LAUT, TINGKAT 23, 50350 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	AX000000033	3,588,000.00	0.08
TOKIO MARINE LIFE INSURANCE MALAYSIA BHD	MENARA TOKIO MARINE LIFE, 189 JALAN TUN RAZAK, LEVEL 7, 50400 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	457556	3,324,500.00	0.07
CIMSEC NOMINEES (TEMPATAN) SDN BHD	COMMERCE SQUARE, JALAN SAMANTHAN, DAMANSARA HEIGHTS, 9TH FLOOR, 50490 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.	265449	2,849,101.00	0.06
			---------------	------
			4,463,793,104.00	100.00
			============	=====

+ Also Director

The SC interest in other companies (Subsidiaries/Associates) are shown as follow :

Local No	Country	Company	(%)	As At
308391	MALAYSIA	PUTERI ZAMRUD SDN. BHD.	100	31/12/2011
308244	MALAYSIA	PUTERI NILAM SDN. BHD.	100	31/12/2011
308247	MALAYSIA	PUTERI DELIMA SDN. BHD.	100	31/12/2011
308298	MALAYSIA	PUTERI FIRUS SDN. BHD.	100	31/12/2011
-	MALAYSIA	PUTERI MUTIARA SATU (L) PRIVATE LIMITED	100	31/12/2011
689029	MALAYSIA	AET PETROLEUM TANKER (M) SDN. BHD.	100	31/12/2011
-	MALAYSIA	GAS ASIA TERMINAL (L) PTE LTD	100	31/12/2011
308246	MALAYSIA	PUTERI INTAN SDN. BHD.	100	31/12/2011
24920	MALAYSIA	MISC AGENCIES SDN. BHD.	100	31/12/2011
-	MALAYSIA	PUTERI INTAN SATU (L) PRIVATE LIMITED	100	31/12/2011
398632	MALAYSIA	MALAYSIAN MARITIME ACADEMY SDN. BHD.	100	31/12/2011
96956	MALAYSIA	MISC TANKERS SDN. BHD.	100	31/12/2011
-	MALAYSIA	PUTERI DELIMA SATU (L) PRIVATE LIMITED	100	31/12/2011
-	MALAYSIA	PUTERI NILAM SATU (L) PRIVATE LIMITED	100	31/12/2011
-	MALAYSIA	PUTERI FIRUS SATU (L) PRIVATE LIMITED	100	31/12/2011
-	MALAYSIA	PUTERI ZAMRUD SATU (L) PRIVATE LIMITED	100	31/12/2011
-	MALAYSIA	BUNGA KASTURI (L) PTE LTD	100	31/12/2011
688230	MALAYSIA	AET TANKER HOLDINGS SDN. BHD.	100	31/12/2011
-	MALAYSIA	MISC INTERNATIONAL (L) LIMITED	100	31/12/2011
689032	MALAYSIA	AET SHIPMANAGEMENT (MALAYSIA) SDN. BHD.	100	31/12/2011
112036	MALAYSIA	MISC INTEGRATED LOGISTICS SDN. BHD.	100	31/12/2011
-	MALAYSIA	MISC OFFSHORE FLOATING TERMINALS (L) LIMITED	100	31/12/2011
-	MALAYSIA	MISC CAPITAL (L) LIMITED	100	31/12/2011
688229	MALAYSIA	MISC TANKER HOLDINGS SDN. BHD.	100	31/12/2011
733215	MALAYSIA	MISC OFFSHORE HOLDINGS (BRAZIL) SDN. BHD.	100	31/12/2011
941027	MALAYSIA	AET MCV DELTA SDN BHD	100	31/12/2011
-	MALAYSIA	AET HOLDINGS (L) PTE LTD	100	31/12/2011
-	MALAYSIA	MISC PNG SHIPPING (L) LTD	100	31/12/2011
921546	MALAYSIA	AET SHUTTLE TANKERS SDN. BHD.	100	31/12/2011
896817	MALAYSIA	MTTI SDN. BHD.	100	31/12/2011
-	MALAYSIA	MALAYSIA OFFSHORE MOBILE PRODUCTION (LABUAN) LTD	80	31/12/2011
14558	MALAYSIA	MALAYSIA MARINE AND HEAVY ENGINEERING SDN. BHD.	66.5	31/12/2011
310571	MALAYSIA	TECHNO INDAH SDN. BHD.	66.5	31/12/2011
178821	MALAYSIA	MALAYSIA MARINE AND HEAVY ENGINEERING HOLDINGS BERHAD	66.5	20/03/2013
161934	MALAYSIA	MISAR SDN. BHD.	65	31/12/2011
736730	MALAYSIA	MILS-SEAFRIGO SDN. BHD.	60	31/12/2011
159700	MALAYSIA	ASIA LNG TRANSPORT SDN. BHD.	51	31/12/2011
622961	MALAYSIA	FPSO VENTURES SDN. BHD.	51	31/12/2011
672132	MALAYSIA	MALAYSIA DEEPWATER PRODUCTION CONTRACTORS SDN. BHD.	51	31/12/2011
LL04672	MALAYSIA	MALAYSIA DEEPWATER FLOATING TERMINAL (KIKEH) LIMITED	51	31/12/2011
229378	MALAYSIA	ASIA LNG TRANSPORT DUA SDN. BHD.	51	31/12/2011

DIRECTORS

DIRECTOR 1

Name Of Subject	:	MR. MANHARLAL A/L RATILAL
Address	:	14 JALAN U2/49, SAUJANA RESORT, SEKSYEN U2, 40150 SHAH ALAM, SELANGOR, MALAYSIA.
New IC No	:	590828-04-5907
Date of Birth	:	28/08/1959
Nationality	:	MALAYSIAN
Date of Appointment	:	01/08/2011

DIRECTOR 2

Name Of Subject	:	MR. KRISHNAN A/L C K MENON
Address	:	NO 17 JALAN TIJANI 4, TIJANI 2, OFF LANGGAK TUNKU, 50480 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.
New IC No	:	491115-10-5697
Date of Birth	:	15/11/1949
Nationality	:	MALAYSIAN
Date of Appointment	:	30/08/2001

DIRECTOR 3

Name Of Subject	:	DATO' HALIPAH BINTI ESA,DATO\'
Address	:	2, JALAN P8A/4, PRESINT 8, 62250 PUTRAJAYA, WILAYAH PERSEKUTUAN, MALAYSIA.
New IC No	:	491126-01-5160
Date of Birth	:	26/11/1949
Nationality	:	MALAYSIAN
Date of Appointment	:	26/04/2004

DIRECTOR 4

Name Of Subject	:	MR. LIM BENG CHOON
Address	:	8D-06, PRIMA DAMANSARA, JALAN CEMPENAI, 50490 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.
New IC No	:	590601-07-5511
Date of Birth	:	01/06/1959
Nationality	:	MALAYSIAN
Date of Appointment	:	16/08/2012

DIRECTOR 5

Name Of Subject	:	DATO' KALSOM BINTI ABD RAHMAN
Address	:	5, JALAN SS 21/3, DAMANSARA UTAMA, 47400 PETALING JAYA, SELANGOR, MALAYSIA.
New IC No	:	480601-10-5648
Date of Birth	:	01/06/1948
Nationality	:	MALAYSIAN
Date of Appointment	:	27/10/2004

DIRECTOR 6

Name Of Subject	:	MR. NASARUDIN BIN MD.IIS
Address	:	79, JALAN ATHINAHAPAN, TAMAN TUN DR ISMAIL, 60000 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.
New IC No	:	550427-05-5489
Date of Birth	:	27/04/1955
Nationality	:	MALAYSIAN
Date of Appointment	:	11/10/2004

DIRECTOR 7

Name Of Subject	:	MR. MOHD FARID BIN MOHD ADNAN
Address	:	NO. 58, JALAN U8/95E, BUKIT JELUTONG, 40150 SHAH ALAM, SELANGOR, MALAYSIA.
New IC No	:	620826-08-6267
Date of Birth	:	26/08/1962
Nationality	:	MALAYSIAN
Date of Appointment	:	01/12/2011

MANAGEMENT

1)	Name of Subject	:	NASARUDIN BIN MD IDRIS
	Position	:	CEO

2)	Name of Subject	:	NORAINI BINTI CHE DAN
	Position	:	VICE PRESIDENT

3)	Name of Subject	:	SHAHZARINI
	Position	:	COORDINATOR

4)	Name of Subject	:	RAHA ZAINAL ABIDIN
	Position	:	HUMAN RESOURCE MANAGER

5)	Name of Subject	:	ZAKIAH HANIM
	Position	:	CORPORATE COMMUNICATIONS MANAGER

6)	Name of Subject	:	SOON YEN YI
	Position	:	PROJECT MANAGER

7)	Name of Subject	:	NORDIN BIN MAT YUSOFF
	Position	:	VICE PRESIDENT

8)	Name of Subject	:	NORHAYATI BTE AHMAD TAJUDIN
	Position	:	SECRETARY

AUDITOR

Auditor	:	ERNST & YOUNG
Auditor' Address	:	LEVEL 23A, MENARA MILENIUM, JALAN DAMANLELA, PUSAT BANDAR DAMANSARA, DAMANSARA HEIGHTS, 50490 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.

COMPANY SECRETARIES

1)	Company Secretary	:	MS. FADZILLAH BINTI KAMARUDDIN
	New IC No	:	651005-12-5996
	Address	:	7, JALAN CECAWI 6/29, KOTA DAMANSARA, 47810 PETALING JAYA, SELANGOR, MALAYSIA.

BANKING

Banking relations are maintained principally with :

1)

Name

:

ASEAMBANKERS MALAYSIA BHD

2)

Name

:

MALAYAN BANKING BHD

3)

Name

:

CIMB BANK BHD

The SC enjoys normal banking routine with above mentioned banker(s). No adverse record was found during our investigation.

ENCUMBRANCE (S)

ENCUMBRANCE 1

Date of Creation

:

30/10/2009

Description Of Charge

:

N/A

Amount Secured

:

USD110,000,000.00

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

MIZUHO CORPORATE BANK, LTD.

Form 40 Dated 01/12/2009

Registered and Numbered 53 In The Register of Charges

ENCUMBRANCE 2

Date of Creation

:

25/03/2011

Description Of Charge

:

N/A

Amount Secured

:

USD137,000,000.00

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

SUMITOMO MITSUI BANKING CORPORATION

Form 40 Dated 25/04/2011

Registered and Numbered 54 In The Register of Charges

ENCUMBRANCE 3

Date of Creation

:

15/06/2011

Description Of Charge

:

N/A

Amount Secured

:

N/A

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

BNP PARIBAS, HONG KONG BRANCH

Form 40 Dated 29/06/2011

Registered and Numbered 55 In The Register of Charges

ENCUMBRANCE 4

Date of Creation

:

26/05/2011

Description Of Charge

:

N/A

Amount Secured

:

USD110,000,000.00

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

MIZUHO CORPORATE BANK, LTD.

Form 40 Dated 23/08/2011

Registered and Numbered 56 In The Register of Charges

ENCUMBRANCE 5

Date of Creation

:

07/10/1972

Description Of Charge

:

N/A

Amount Secured

:

RM43,970,000.00

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

GORVERMENT OF MSIA

Form 40 Dated

Registered and Numbered 6 In The Register of Charges

ENCUMBRANCE 6

Date of Creation

:

13/02/1978

Description Of Charge

:

N/A

Amount Secured

:

MYR191,136,000.00

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

GOVERNMENT OF MALAYSIA

Form 40 Dated

Registered and Numbered 29 In The Register of Charges

ENCUMBRANCE 7

Date of Creation

:

31/03/2008

Description Of Charge

:

N/A

Amount Secured

:

N/A

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

FORTIS BANK S.A/N.V., SINGAPORE BRANCH

Form 40 Dated

Registered and Numbered 52 In The Register of Charges

ENCUMBRANCE 8

Date of Creation

:

27/02/1978

Description Of Charge

:

N/A

Amount Secured

:

RM43,970,000.00

Description Of Property Affected

:

N/A

Name & Address Of Chargee

:

GOVERNMENT OF MALAYSIA

Form 40 Dated

Registered and Numbered 30A In The Register of Charges

LEGAL CHECK AGAINST SC

* A check has been conducted in our databank against the SC whether the subject has been involved in any litigation. 

LEGAL ACTION
Code No	:	99	Case No	:	191
Year	:	2009	Place	:	KUALA LUMPUR
Court	:	HIGH COURT
Solicitor	:	TOMMY THOMAS
Plaintiff	:	SCANDINAVIAN BUNKERING (SINGAPORE) PTE LTD
Defendants	:	MISC BERHAD (8178) MENARA DAYABUMI, JLN SULTAN HISHAMUDDIN, LEVEL 25, 50050 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.
Amount Claimed	:	27,517,211.47
Nature of Claim	:	BREACH OF CONTRACT
Code No	:	99	Case No	:	191
Year	:	2009	Place	:	KUALA LUMPUR
Court	:	HIGH COURT
Solicitor	:	TOMMY THOMAS
Plaintiff	:	SCANDINAVIAN BUNKERING (SINGAPORE) PTE LTD
Defendants	:	MISC BERHAD (8178) MENARA DAYABUMI, JALAN SULTAN HISHAMUDDIN, LEVEL 25, 50050 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.
Amount Claimed	:	27,517,211.47
Nature of Claim	:	RM
Remark	:	BREACH OF CONTRACT

NOTE:	Please check with creditors for confirmation as alleged debts may have been paid since recorded or are being disputed. The person wo has been sued has the same name as the subject. However, we are unable to determine whether the person sued is the one and the same person.
No winding up petition was found in our databank

DEFAULTER CHECK AGAINST SC

* We have checked through the SC in our defaulters' database which comprised of debtors that have been blacklisted by our customers and debtors that have been placed or assigned to us for collection since 1990. Information was provided by third party where the debt amount can be disputed. Please check with creditors for confirmation as alleged debts may have been paid since recorded or are being disputed. 

No blacklisted record & debt collection case was found in our defaulters' databank. 

PAYMENT RECORD

SOURCES OF RAW MATERIALS:
Local	:	YES
Overseas	:	YES

The SC refused to provide any name of trade/service supplier and we are unable to conduct any trade enquiry. However, from financial historical data we conclude that :

OVERALL PAYMENT HABIT
Prompt 0-30 Days	[	]	Good 31-60 Days	[	]	Average 61-90 Days	[	X	]
Fair 91-120 Days	[	]	Poor >120 Days	[	]

CLIENTELE

Local	:	YES
Domestic Markets	:	MALAYSIA
Overseas	:	YES
Export Market	:	UNITED STATES AFRICA EUROPE ASIA MIDDLE EAST
Credit Term	:	AS AGREED
Payment Mode	:	CHEQUES TELEGRAPHIC TRANSFER (TT) LETTER OF CREDIT (LC)
Type of Customer	:	CHEMICAL INDUSTRY,PETROCHEMICAL INDUSTRIES,TEXTILES AND GARMENT INDUSTRIES

OPERATIONS

Services

:

SHIP OWNING, SHIP OPERATING, OFFSHORE FLOATING SERVICES AND OTHER ACTIVITIES RELATED TO SHIPPING

Member(s) / Affiliate(s)

:

MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY (MICCI)

Ownership of premises

:

OWNED

Total Number of Employees:
YEAR	2013	2012	2011	2010	2009
GROUP	5,200	5,160	5,165	5,165	5,165
COMPANY	N/A	2,000	1,500	1,500	1,500

Branch

:

NO

Other Information:

The SC is principally engaged in the (as a / as an) ship owning, ship operating, other activities related to shipping services, and owning & operating offshore floating terminals. 

The SC's Group undertakes the following business operations:

* LNG Business

* Chemical Business

* Petroleum Business

* Liner Business

* Integrated Logistics

* Offshore Business

* Marine & Heavy Engineering

* Other enquiries:

* Maritime Education

The SC's business is focussed in ship owning, ship operating, and other activities related to shipping services, as well as owning and operating offshore floating terminals.

Besides that the SC provides liquefied natural gas services, petroleum tanker services, and chemical tanker services. 

The SC has also ventured into offshore business, offering customers a full scope of offshore floating facility services from design to operations.

We were informed that the SC transports vegetable oils and chemical in bulk. Its chemical tankers are capable of segregating up to 35 different grades of cargo onboard and are equipped with containment and handling systems.

With its 19 containerships, SC's Liner business focuses on the ASEAN in bound and outbound trades through an extensive network of agencies around the globe delivering cargo to more than 120 Points-of-Sales in over 45 countries. 

PROJECTS

No projects found in our databank 

RECENT DEVELOPMENT

31 Jan 2013

Petroliam Nasional Berhad (“PETRONAS�) today announced that it has issued a Notice on conditional take-over offer (“Offer�) to MISC’s Board of Directors for the remaining 1,666,333,303 shares in MISC which it does not hold for a cash offer price of RM5.30 per share. The Offer is conditional on PETRONAS having received valid acceptances which would result in PETRONAS holding 90% or more of the total MISC shares.

MISC, as a 62.67% owned subsidiary of PETRONAS, is an important part of PETRONAS’ integrated business and the prevailing industry backdrop and uncertain global economy have made efforts to sustain and transform the business of MISC challenging. The Offer represents a significant step by PETRONAS to take MISC private and obtain full control of the Company that will provide PETRONAS with greater flexibility in deciding MISC’s strategic direction.

PETRONAS has no plans to dismiss or make redundant the employees of MISC as a direct consequence of the Offer.

PETRONAS has no intention of making a separate take-over offer for the shares in the listed subsidiary of MISC, namely Malaysia Marine and Heavy Engineering Holdings Berhad.

14 December 2012.

PROPOSED DISPOSAL BY MISC OF 50% EQUITY INTEREST IN GUMUSUT-KAKAP SEMI-FLOATING PRODUCTION SYSTEM (L) LIMITED (GKL) (FORMERLY KNOWN AS MISC FLOATING PRODUCTION SYSTEM (GUMUSUT) LIMITED), A WHOLLY-OWNED SUBSIDIARY OF MISC, TO E&P VENTURE SOLUTIONS CO SDN. BHD. (EPV), A WHOLLY-OWNED SUBSIDIARY OF PETRONAS CARIGALI SDN. BHD. (PCSB) FOR A CASH CONSIDERATION OF USD305.7 MILLION (PROPOSED SHARE DISPOSAL)

On behalf of the Board of Directors of MISC, Maybank Investment Bank Berhad wishes to announce that EPV’s name has been entered into GKL’s register of members as the holder of 305,700,001 ordinary shares of USD1.00 each in GKL (Sale Shares) and a new share certificate for the Sale Shares has been issued and delivered to EPV today. In relation thereto, the conditional share purchase agreement between MISC and EPV, being the subject matter of the Proposed Share Disposal has been completed.

8 Oct 2012

MISC has announced that it had entered into a conditional share purchase agreement ('SPA') with E&P Venture Solutions (EPV) in relation to a proposed 50% share disposal in GKL (the investment holding company of the Gumusut-Kakap Semi-FPS that is tentatively expected to be operational in mid-2013). 

EPV is a wholly-owned subsidiary of Petronas Carigali (PCSB), the E&P arm of Petronas.

Total proceeds amount to USD1.7b (RM5.3b) which is due to: 1) cash consideration for share disposal amounting to USD305.7m, (RM934.4m); and 2) cash receipt amounting to USD1.4b (~RM4.4b) in lieu of settlement of the amount owing by GKL to MISC pursuant to GKL's acquisition of the Gumusut-Kakap Semi-FPS from MISC. GKL will repay the amount owing to MISC via a short-term loan obtained from PETRONAS.

MISC's rationale for the exercise was to pare down its debts and enabled it to take on any new investments that might arise going ahead. 

28 Feb 2012

Further to its decision to exit the liner business (See related news), MISC Berhad has suspended its two remaining long haul intra Asia services in late February, the Straits-Middle East ’Halal’ service (36973) and the Malaysia East Asia service (MES - 85222).

The ’Halal’ service has been operated with three ships of 4,500 teu since September 2011, after its rotation was shortened to cover Singapore, Jebel Ali, Dammam, Mundra, Colombo, Port Kelang, Singapore. The three ships, which were sublet from COSCO, are expected to be redelivered shortly.

The former East Asian leg of the ‘Halal’ service was integrated within the MES, using three ships of 1,700 teu to cover Singapore, Port Kelang, Shanghai, Busan, Qingdao, Singapore. The three ships on the MES are owned by MISC and are expected to be disposed by the Malaysian carrier.

MISC Bhd has also terminated its Philippines Feeder Service (PFS - 85224) in end January. The PFS called at Singapore, Jakarta, Singapore, Davao, Singapore. The two chartered ships used on the service, ELENA (957 teu) and MEDBAY (966 teu), have been redelivered. The PFS was first launched in May 2007 by MISC to connect Port Kelang and Singapore with Manila and Davao. After a temporary suspension in 2010, the service was re-launched in January 2011 under an altered rotation calling at Singapore, Ho Chi Minh City, Davao, Port Kelang, Singapore. It underwent a final revision in October 2011 when calls at Ho Chi Minh City and Port Kelang were dropped, while a Jakarta call was added.

CURRENT INVESTIGATION

Latest fresh investigations carried out on the SC indicated that :

Telephone Number Provided By Client	:	603 22738088
Current Telephone Number	:	03-22640888
Match	:	NO
Address Provided by Client	:	LEVEL 25, MENARA DAYABUMI JALAN SULTAN HISHAMUDDIN 50050 KUALA
Current Address	:	LEVEL 25, MENARA DAYABUMI, JALAN SULTAN HISHAMUDDIN, 50050 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA.
Match	:	NO
Latest Financial Accounts	:	YES

Other Investigations

we contacted one of the staff from the Admin Department. She provided some information on the SC.

The address provided is incomplete.

FINANCIAL ANALYSIS

Profitability
Turnover	:	Decreased	[	2008 - 2011	]
Profit/(Loss) Before Tax	:	Decreased	[	2008 - 2011	]
Return on Shareholder Funds	:	Unfavourable	[	<6.64%>	]
Return on Net Assets	:	Unfavourable	[	<2.99%>	]
The continuous fall in turnover could be due to the lower demand for the SC's products / services.The SC incurred losses during the year due to the inefficient control of its operating costs. The SC's unfavourable returns on shareholders' funds indicate the management's inefficiency in utilising its assets to generate returns.
Working Capital Control
Stock Ratio	:	Favourable	[	19 Days	]
Debtor Ratio	:	Unfavourable	[	71 Days	]
Creditors Ratio	:	Unfavourable	[	145 Days	]
The SC's stocks were moving fast thus reducing its holding cost. This had reduced funds being tied up in stocks. The high debtors' ratio could indicate that the SC was weak in its credit control. However, the SC could also giving longer credit periods to its customers in order to boost its sales or to capture / retain its market share. The unfavourable creditors' ratio could be due to the SC taking advantage of the credit granted by its suppliers. However this may affect the goodwill between the SC and its suppliers and the SC may inadvertently have to pay more for its future supplies.
Liquidity
Liquid Ratio	:	Unfavourable	[	0.70 Times	]
Current Ratio	:	Unfavourable	[	0.74 Times	]
A low liquid ratio means that the SC may be facing working capital deficiency. If the SC cannot obtain additional financing or injection of fresh capital, it may face difficulties in meeting its short term obligations.
Solvency
Interest Cover	:	Unfavourable	[	<3.37 Times>	]
Gearing Ratio	:	Favourable	[	0.64 Times	]
The SC incurred losses in the year. It did not generate sufficient income to service its interest. If the situation does not improve, the SC may be vulnerable to default in servicing the interest. The SC was lowly geared thus it had a low financial risk. The SC was mainly financed by its shareholders' funds and internally generated funds. In times of economic slowdown / downturn, the SC being a lowly geared company, will be able to compete better than those companies which are highly geared in the same industry.
Overall Assessment :
The SC's losses could be attributed to the lower turnover which in turn could be the result of unfavourable market conditions. Due to its weak liquidity position, the SC will be faced with problems in meeting all its short term obligations if no short term loan is obtained or additional capital injected into the SC. The SC's interest cover was negative, indicating that it did not generate sufficient income to service its interest. If its result does not show impressive improvements or succeed obtaining short term financing or capital injection, it may not be able to service its interest and repay the loans. The SC as a lowly geared company, will be more secured compared to those highly geared companies. It has the ability to meet all its long term obligations.
Overall financial condition of the SC : FAIR

MALAYSIA ECONOMIC / INDUSTRY OUTLOOK

Major Economic Indicators:	2009	2010	2011	2012*	2013**
Population ( Million)	28.13	28.35	28.70	29.30	29.80
Gross Domestic Products ( % )	<0.5>	7.2	5.1	5.6	5.3
Domestic Demand ( % )	2.9	6.3	8.2	9.4	5.6
Private Expenditure ( % )	<2.7>	8.1	8.2	8.0	7.4
Consumption ( % )	0.7	6.7	7.1	1.0	5.7
Investment ( % )	<17.2>	17.7	12.2	11.7	13.3
Public Expenditure ( % )	5.2	3.8	8.4	13.3	1.2
Consumption ( % )	3.1	0.2	16.1	11.3	<1.2>
Investment ( % )	8.0	2.8	<0.3>	15.9	4.2
Balance of Trade ( MYR Million )	89,650	118,356	116,058	106,300	110,700
Government Finance ( MYR Million )	<28,450>	<40,482>	<45,511>	<42,297>	<39,993>
Government Finance to GDP / Fiscal Deficit ( % )	<4.8>	<5.6>	<5.4>	<4.5>	<4.0>
Inflation ( % Change in Composite CPI)	<5.2>	5.1	3.1	1.6	2.5
Unemployment Rate	4.5	3.9	3.3	3.2	3.0
Net International Reserves ( MYR Billion )	331	329	415	427	-
Average Risk-Weighted Capital Adequacy Ratio ( % )	2.87	2.20	3.50	2.20	-
Average 3 Months of Non-performing Loans ( % )	11.08	15.30	14.80	14.70	-
Average Base Lending Rate ( % )	5.53	6.30	6.60	6.53	-
Business Loans Disbursed( % )	10.5	14.7	15.3	32.2	-
Foreign Investment ( MYR Million )	22,156.8	22,517.9	23,546.1	26,230.4	-
Consumer Loans ( % )	-	-	-	-	-
Registration of New Companies ( No. )	41,578	44,148	45,455	45,441	-
Registration of New Companies ( % )	<0.1>	6.2	3.0	<0.0>	-
Liquidation of Companies ( No. )	39,075	25,585	132,476	-	-
Liquidation of Companies ( % )	39.6	<34.5>	417.8	-	-
Registration of New Business ( No. )	312,581	271,414	284,598	324,761	-
Registration of New Business ( % )	-	-	-	-	-
Business Dissolved ( No. )	19,345	19,738	20,121	-	-
Business Dissolved ( % )	2.4	2.0	1.9	-	-
Sales of New Passenger Cars (' 000 Unit )	486.3	543.6	535.1	552.2	-
Cellular Phone Subscribers ( Million )	30.1	32.8	35.3	38.5	-
Tourist Arrival ( Million Persons )	23.6	24.6	24.7	25.0	-
Hotel Occupancy Rate ( % )	58.0	63.0	60.6	62.4	-
Credit Cards Spending ( % )	12.8	14.1	15.6	12.6	-
Bad Cheque Offenders (No.)	36,667	33,568	32,627	26,982	-
Individual Bankruptcy ( No.)	16,228	18,119	19,167	19,575	-
Individual Bankruptcy ( % )	16.7	11.7	5.8	2.1	-

INDUSTRIES ( % of Growth ):	2009	2010	2011	2012*	2013**
Agriculture	0.4	2.1	5.9	0.6	2.4
Palm Oil	<1.1>	<3.4>	10.8	<2.8>	-
Rubber	<19.8>	9.9	6.1	<0.6>	-
Forestry & Logging	<5.9>	<3.3>	<7.6>	<2.2>	-
Fishing	5.5	5.6	2.1	<0.7>	-
Other Agriculture	9.0	7.9	7.1	6.4	-
Industry Non-Performing Loans ( MYR Million )	413.7	508.4	634.1	-	-
% of Industry Non-Performing Loans	1.3	2.1	3.2	-	-
Mining	<3.8>	0.2	<5.7>	1.5	2.7
Oil & Gas	2.1	0.5	<1.7>	-	-
Other Mining	-	-	-	-	-
Industry Non-performing Loans ( MYR Million )	44.2	49.7	46.5	-	-
% of Industry Non-performing Loans	0.1	0.1	0.1	-	-
Manufacturing #	<9.4>	11.4	4.7	4.2	4.9
Exported-oriented Industries	<19.0>	12.1	2.8	4.1	-
Electrical & Electronics	<30.3>	28.4	<4.9>	1.6	-
Rubber Products	<10.1>	25.3	15.4	3.6	-
Wood Products	<24.1>	20.1	<4.9>	4.6	-
Textiles & Apparel	<19.5>	<0.4>	14.8	<7.1>	-
Domestic-oriented Industries	<9.8>	16.3	6.5	8.6	-
Food, Beverages & Tobacco	0.2	3.0	4.2	-	-
Chemical & Chemical Products	<7.7>	16.2	5.5	9.9	-
Plastic Products	<9.1>	2.4	3.8	-	-
Iron & Steel	<32.7>	29.3	2.4	-	-
Fabricated Metal Products	<2.5>	14.9	25.2	-	-
Non-metallic Mineral	<15.5>	20.2	27.1	6.6	-
Transport Equipment	<13.5>	36.5	<10.4>	13.7	-
Paper & Paper Products	<5.0>	18.7	14.8	<7.8>	-
Crude Oil Refineries	0.2	<11.4>	9.3	-	-
Industry Non-Performing Loans ( MYR Million )	6,007.3	6,217.5	6,537.2	-	-
% of Industry Non-Performing Loans	18.3	23.8	25.7	-	-
Construction	5.8	5.1	4.4	15.5	11.2
Industry Non-Performing Loans ( MYR Million )	3,241.8	4,038.5	3,856.9	-	-
% of Industry Non-Performing Loans	9.9	10.7	10.2	-	-
Services	2.6	6.5	6.4	5.5	5.6
Electric, Gas & Water	0.4	8.5	5.6	4.8	-
Transport, Storage & Communication	1.6	7.7	6.5	7.3	-
Wholesale, Retail, Hotel & Restaurant	2.8	4.7	5.2	6.9	-
Finance, Insurance & Real Estate	3.8	6.1	6.3	6.5	-
Government Services	2.0	6.7	7.6	5.6	-
Other Services	4.4	4.2	5.4	5.7	-
Industry Non-Performing Loans ( MYR Million )	6,631.3	7,384.6	6,825.2	-	-
% of Industry Non-Performing Loans	20.2	25.7	23.4	-	-
* Estimate / Preliminary
** Forecast
# Based On Manufacturing Production Index  (Source : Department of Statistics / Economic Report / Bank Negara Report)

INDUSTRY ANALYSIS

MSIC CODE
501 : Sea and coastal water transport
INDUSTRY :	TRANSPORTATION
The Malaysian transportation industry is forecast to grow at a compound annual growth rate of 11.6% to reach RM203.71 billion in 2016.
In 2013, the transportation industry is expected to have a growth of 6.7% due to the implementation of Government Transformation Programme and the Economic Transformation Programme (ETP). According to Budget 2013, RM9.4 billion is allocated for the transportation sector, including RM4.2 billion for improving access and connectivity in urban public transport. Substantial provision is also made for the construction, maintenance and upgrading of roads and bridges, railways, airports, ports and jetties as well as rural infrastructure major ongoing transport projects include the East Coast Highway (LPT) Phase II from Jabor to Kuala Terengganu and the Central Spine Federal Road (Package 3). New projects slated for the year include upgrading of roadworks between Donggongan to Simpang Jalan Papar Spur (Package 1) (Sabah), Pekan-Nenasi-Endau (Pahang); and Batu Maung to Pulau Pinang Second Bridge (Bayan Lepas Expressway) as well as upgrading of rail infrastructure in Lembah Klang (Phase 1). Construction of the West Coast Highway from Taiping to Banting is also expected to commence in 2013.
During the first half of 2012, the transport and storage sector grew 5.9% due to sustained passenger travel and moderate trade activities. Growth was also supported by initiatives to modernise the transport infrastructure, particularly ports, airports and public transport. In 2012, the sector had increased to 5.2% as domestic economic activities remain resilient amid a moderate trade expansion. In addition, Malaysia ranked seventh in the Liner Shipping Connectivity Index (LSCI) by the United Nations Conference on Trade and Development (UNCTAD), underscoring the growing importance of Malaysia as a regional logistics hub. The changing dynamics of the global shipping environment have, however, affected the domestic maritime industry. The introduction of ultra-large ships with a higher carrying capacity has lowered the charter rates due to economies of scale. This has prompted domestic ports to purchase new cranes andbuild new wharfs to cater for the berth of ultra-large ships in efforts to remain competitive.
The performance of the land transport segment is expected to remain steady supported by initiatives to upgrade roads and public transport infrastructure to ensure a seamless movement of goods and services. During the first six months of 2012, the number of vehicles on tolled highways increased 4.5% to 761.4 million. In urban public transport, total ridership on RapidKL and RapidPenang bus services rose 3.8% to 67.5 million passengers during the first six months of 2012.
The air transport market plays an active role in Malaysia's economic development by supporting the country's trade and tourism. The Malaysia's car rental market developing into one of the most mature kind in the Asia-Pacific region. Malaysia's rail network only covers 1,849km and transports 4-4.5 million passengers per year. As such, the rail transportmarket accounts for a small share on the total passanger transportation industry. Malaysia also emerging as an important cruise destination in the Asia-Pacific regoin. During the first half of 2012, growth in the air transport segment was moderate despite sustained demand for passenger travel. Total passenger traffic in airports nationwide expanded 4.1% to 33.2 million partly attributed to increased connectivity following the entry of new airlines to Malaysia such as Mandala Airlines and Bangkok Airways.
A world-class public transport system is imperative as the nation moves towards a high-income and developed economy. The Sungai Buloh-Kajang Line MY Rapid Transit (SBK-MRT) service, which is expected to be operational by 2017, will transform the urban public transport infrastructure in the Klang Valley. Similarly, there is a need to improve the public transport system in major cities outside Klang Valley to facilitate a seamless and efficient movement of people, goods and services.
OVERALL INDUSTRY OUTLOOK : Average Growth

CREDIT RISK EVALUATION & RECOMMENDATION

Incorporated in 1968, the SC is a Public Listed company, focusing on ship owning, ship operating, other activities related to shipping services, and owning & operating offshore floating terminals. The SC has been in business for over two decades. It has built up a strong clientele base and good reputation will enable the SC to further enhance its business in the near term. The SC is expected to enjoy a stable market shares. Having strong support from its holding company has enabled the SC to remain competitive despite the challenging business environment. The SC is a large entity with strong capital position. We are confident with the SC's business and its future growth prospect.

Over the years, the SC has penetrated into both the local and overseas market. The SC has positioned itself in the global market and is competing in the industry. Its stable clientele base will enable the SC to further enhance its business in the near term. Being a large entity, the SC has a steady workforce of 5200 personnel to support its business operations. Its future prospects seem to be fairly good as its business operations are running relatively stable. Overall, we regard that the SC's management capability is average. This indicates that the SC has greater potential to improve its business performance and raising income for the SC.

Due to the challenging market conditions, the SC's business performance seems to be deteriorating and losses incurred. Being a lowly geared company, the SC is exposed to low financial risk as it is mainly dependent on its internal funds to finance its business needs. Due to its weak liquidity position, the SC may face working capital deficiency in meeting its short term financial obligations if no fresh capital are injected into the SC. Given a positive net worth standing at MYR22,297,386,000, the SC should be able to maintain its business in the near terms.

Having a strong assets backing, the SC possesses latent assets as collateral for further financial extension. Hence, it has good chance of getting loans if the needs arises. The SC's supplier are from both the local and overseas countries. This will eliminates the risk of dependency on deliveries from a number of key suppliers and insufficient quantities of its raw materials. Overall the SC has a good control over its resources.

The SC's payment habit is average. With its adequate working capital, the SC should be able to pay its short term debts.

The industry shows an upward trend and this trend is very likely to sustain in the near terms. Hence, the SC is expected to benefit from the favourable outlook of the industry.

Based on the above condition, we recommend credit be granted to the SC normally.

PROFIT AND LOSS ACCOUNT

THE FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE WITH MALAYSIAN FINANCIAL REPORTING STANDARDS(FRS)

MISC BERHAD

Financial Year End	31/12/2011	31/03/2011	31/03/2010	31/03/2009	31/03/2008
Months	9	12	12	12	12
Consolidated Account	GROUP	GROUP	GROUP	GROUP	GROUP
Audited Account	YES	YES	YES	YES	YES
Unqualified Auditor's Report (Clean Opinion)	YES	YES	YES	YES	YES
Financial Type	FULL	FULL	FULL	FULL	FULL
Currency	MYR	MYR	MYR	MYR	MYR
TURNOVER	8,505,933,000	12,325,639,000	13,775,074,000	15,783,466,000	12,957,425,000
	----------------	----------------	----------------	----------------	----------------
Total Turnover	8,505,933,000	12,325,639,000	13,775,074,000	15,783,466,000	12,957,425,000
Costs of Goods Sold	<7,478,246,000>	<10,178,377,000>	-	-	-
	----------------	----------------	----------------	----------------	----------------
Gross Profit	1,027,687,000	2,147,262,000	-	-	-
	----------------	----------------	----------------	----------------	----------------
PROFIT/(LOSS) FROM OPERATIONS	<1,222,236,000>	2,242,994,000	911,884,000	1,594,448,000	2,597,876,000
SHARE OF PROFITS/(LOSSES) OF ASSOCIATED COMPANIES	224,000	1,269,000	30,000	342,000	1,551,000
	----------------	----------------	----------------	----------------	----------------
PROFIT/(LOSS) BEFORE TAXATION	<1,222,012,000>	2,244,263,000	911,914,000	1,594,790,000	2,599,427,000
Taxation	<88,276,000>	<16,875,000>	<89,696,000>	<67,566,000>	<71,033,000>
	----------------	----------------	----------------	----------------	----------------
PROFIT/(LOSS) AFTER TAXATION	<1,310,288,000>	2,227,388,000	822,218,000	1,527,224,000	2,528,394,000
Minority interests	<171,195,000>	<356,637,000>	<140,172,000>	<122,682,000>	<108,036,000>
	----------------	----------------	----------------	----------------	----------------
PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS	<1,481,483,000>	1,870,751,000	682,046,000	1,404,542,000	2,420,358,000
	----------------	----------------	----------------	----------------	----------------
PROFIT/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS	<1,481,483,000>	1,870,751,000	682,046,000	1,404,542,000	2,420,358,000
RETAINED PROFIT/(LOSS) BROUGHT FORWARD
As previously reported	14,208,587,000	14,315,751,000	15,024,173,000	14,915,709,000	13,797,911,000
Prior year adjustment	-	-	<93,620,000>	20,581,000	<33,319,000>
	----------------	----------------	----------------	----------------	----------------
As restated	14,208,587,000	14,315,751,000	14,930,553,000	14,936,290,000	13,764,592,000
	----------------	----------------	----------------	----------------	----------------
PROFIT AVAILABLE FOR APPROPRIATIONS	12,727,104,000	16,186,502,000	15,612,599,000	16,340,832,000	16,184,950,000
TRANSFER TO RESERVES - Statutory	-	-	-	-	20,723,000
- General	28,000	<434,727,000>	-	-	-
DIVIDENDS - Ordinary (paid & proposed)	<438,390,000>	<1,543,188,000>	<1,296,848,000>	<1,316,659,000>	<1,289,964,000>
	----------------	----------------	----------------	----------------	----------------
RETAINED PROFIT/(LOSS) CARRIED FORWARD	12,288,742,000	14,208,587,000	14,315,751,000	15,024,173,000	14,915,709,000
	=============	=============	=============	=============	=============
INTEREST EXPENSE (as per notes to P&L)
Others	279,743,000	346,875,000	366,882,000	402,887,000	345,385,000
	----------------	----------------	----------------	----------------	----------------
	279,743,000	346,875,000	366,882,000	402,887,000	345,385,000
	=============	=============	=============	=============	=============

BALANCE SHEET

MISC BERHAD

ASSETS EMPLOYED:
FIXED ASSETS	28,091,553,000	26,901,010,000	28,354,988,000	27,384,847,000	21,980,145,000
LONG TERM INVESTMENTS/OTHER ASSETS
Associated companies	2,322,000	605,000	2,715,000	3,320,000	2,582,000
Deferred assets	5,241,000	11,781,000	4,803,000	4,133,000	4,606,000
Others	5,119,031,000	3,811,371,000	1,508,140,000	957,438,000	1,307,183,000
	----------------	----------------	----------------	----------------	----------------
TOTAL LONG TERM INVESTMENTS/OTHER ASSETS	5,126,594,000	3,823,757,000	1,515,658,000	964,891,000	1,314,371,000
INTANGIBLE ASSETS
Goodwill on consolidation	855,158,000	848,699,000	963,298,000	1,023,532,000	722,285,000
Others	-	-	-	-	240,147,000
	----------------	----------------	----------------	----------------	----------------
TOTAL INTANGIBLE ASSETS	855,158,000	848,699,000	963,298,000	1,023,532,000	962,432,000
	----------------	----------------	----------------	----------------	----------------
TOTAL LONG TERM ASSETS	34,073,305,000	31,573,466,000	30,833,944,000	29,373,270,000	24,256,948,000
CURRENT ASSETS
Stocks	434,995,000	403,973,000	344,560,000	441,627,000	399,584,000
Contract work-in-progress	-	-	-	314,527,000	392,400,000
Trade debtors	1,665,020,000	1,579,543,000	1,327,274,000	1,756,227,000	1,254,777,000
Other debtors, deposits & prepayments	580,510,000	1,322,939,000	666,615,000	823,422,000	576,653,000
Short term deposits	3,870,637,000	3,077,617,000	7,400,539,000	3,010,285,000	463,255,000
Amount due from holding company	-	-	-	1,391,000	828,000
Amount due from associated companies	-	-	-	4,133,000	4,862,000
Cash & bank balances	284,502,000	275,110,000	448,541,000	715,151,000	1,501,106,000
Others	519,688,000	84,825,000	38,715,000	317,034,000	159,619,000
	----------------	----------------	----------------	----------------	----------------
TOTAL CURRENT ASSETS	7,355,352,000	6,744,007,000	10,226,244,000	7,383,797,000	4,753,084,000
	----------------	----------------	----------------	----------------	----------------
TOTAL ASSET	41,428,657,000	38,317,473,000	41,060,188,000	36,757,067,000	29,010,032,000
	=============	=============	=============	=============	=============
CURRENT LIABILITIES
Trade creditors	2,973,652,000	3,203,276,000	1,533,862,000	2,351,150,000	1,715,501,000
Other creditors & accruals	1,027,498,000	387,574,000	1,669,892,000	964,661,000	913,419,000
Hire purchase & lease creditors	-	123,000	60,000	179,000	171,000
Short term borrowings/Term loans	-	397,175,000	388,919,000	646,534,000	366,906,000
Other borrowings	5,859,556,000	849,963,000	3,188,432,000	2,457,611,000	592,281,000
Amounts owing to holding company	-	3,363,000	19,945,000	36,783,000	18,095,000
Amounts owing to associated companies	-	2,449,000	7,380,000	4,821,000	3,802,000
Provision for taxation	59,217,000	43,058,000	77,539,000	-	-
Other liabilities	2,327,000	150,576,000	728,283,000	124,276,000	98,245,000
	----------------	----------------	----------------	----------------	----------------
TOTAL CURRENT LIABILITIES	9,922,250,000	5,037,557,000	7,614,312,000	6,586,015,000	3,708,420,000
	----------------	----------------	----------------	----------------	----------------
NET CURRENT ASSETS/(LIABILITIES)	<2,566,898,000>	1,706,450,000	2,611,932,000	797,782,000	1,044,664,000
	----------------	----------------	----------------	----------------	----------------
TOTAL NET ASSETS	31,506,407,000	33,279,916,000	33,445,876,000	30,171,052,000	25,301,612,000
	=============	=============	=============	=============	=============
SHARE CAPITAL
Ordinary share capital	4,463,794,000	4,463,794,000	4,463,794,000	3,719,828,000	3,719,828,000
	----------------	----------------	----------------	----------------	----------------
TOTAL SHARE CAPITAL	4,463,794,000	4,463,794,000	4,463,794,000	3,719,828,000	3,719,828,000
RESERVES
Share premium	4,459,468,000	4,459,468,000	4,459,468,000	-	-
Capital reserve	-	435,284,000	1,185,000	1,185,000	1,185,000
Revaluation reserve	-	1,357,000	1,381,000	1,381,000	55,000
Exchange equalisation/fluctuation reserve	-	-	-	-	<327,930,000>
Statutory reserve	-	1,994,000	1,242,000	1,242,000	1,242,000
General reserve	-	-	-	68,412,000	-
Retained profit/(loss) carried forward	12,288,742,000	14,208,587,000	14,315,751,000	15,024,173,000	14,915,709,000
Others	<203,341,000>	<1,658,522,000>	419,151,000	2,136,941,000	101,057,000
	----------------	----------------	----------------	----------------	----------------
TOTAL RESERVES	16,544,869,000	17,448,168,000	19,198,178,000	17,233,334,000	14,691,318,000
MINORITY INTEREST	1,288,723,000	1,154,973,000	374,237,000	341,079,000	274,061,000
	----------------	----------------	----------------	----------------	----------------
SHAREHOLDERS' FUNDS/EQUITY	22,297,386,000	23,066,935,000	24,036,209,000	21,294,241,000	18,685,207,000
LONG TERM LIABILITIES
Long term loans	-	1,454,364,000	5,583,640,000	6,213,370,000	2,070,605,000
Other long term borrowings	8,332,604,000	3,240,015,000	-	2,534,216,000	4,497,925,000
Hire purchase creditors	-	100,000	-	60,000	239,000
Deferred taxation	45,267,000	7,995,000	30,149,000	22,903,000	47,636,000
Others	831,150,000	5,510,507,000	3,795,878,000	106,262,000	-
	----------------	----------------	----------------	----------------	----------------
TOTAL LONG TERM LIABILITIES	9,209,021,000	10,212,981,000	9,409,667,000	8,876,811,000	6,616,405,000
	----------------	----------------	----------------	----------------	----------------
	31,506,407,000	33,279,916,000	33,445,876,000	30,171,052,000	25,301,612,000
	=============	=============	=============	=============	=============

FINANCIAL RATIO

MISC BERHAD

TYPES OF FUNDS
Cash	4,155,139,000	3,352,727,000	7,849,080,000	3,725,436,000	1,964,361,000
Net Liquid Funds	4,155,139,000	3,352,727,000	7,849,080,000	3,725,436,000	1,964,361,000
Net Liquid Assets	<3,001,893,000>	1,302,477,000	2,267,372,000	356,155,000	645,080,000
Net Current Assets/(Liabilities)	<2,566,898,000>	1,706,450,000	2,611,932,000	797,782,000	1,044,664,000
Net Tangible Assets	30,651,249,000	32,431,217,000	32,482,578,000	29,147,520,000	24,339,180,000
Net Monetary Assets	<12,210,914,000>	<8,910,504,000>	<7,142,295,000>	<8,520,656,000>	<5,971,325,000>
BALANCE SHEET ITEMS
Total Borrowings	14,192,160,000	5,941,740,000	9,161,051,000	11,851,970,000	7,528,127,000
Total Liabilities	19,131,271,000	15,250,538,000	17,023,979,000	15,462,826,000	10,324,825,000
Total Assets	41,428,657,000	38,317,473,000	41,060,188,000	36,757,067,000	29,010,032,000
Net Assets	31,506,407,000	33,279,916,000	33,445,876,000	30,171,052,000	25,301,612,000
Net Assets Backing	22,297,386,000	23,066,935,000	24,036,209,000	21,294,241,000	18,685,207,000
Shareholders' Funds	22,297,386,000	23,066,935,000	24,036,209,000	21,294,241,000	18,685,207,000
Total Share Capital	4,463,794,000	4,463,794,000	4,463,794,000	3,719,828,000	3,719,828,000
Total Reserves	16,544,869,000	17,448,168,000	19,198,178,000	17,233,334,000	14,691,318,000
LIQUIDITY (Times)
Cash Ratio	0.42	0.67	1.03	0.57	0.53
Liquid Ratio	0.70	1.26	1.30	1.05	1.17
Current Ratio	0.74	1.34	1.34	1.12	1.28
WORKING CAPITAL CONTROL (Days)
Stock Ratio	19	12	9	17	22
Debtors Ratio	71	47	35	41	35
Creditors Ratio	145	115	41	54	48
SOLVENCY RATIOS (Times)
Gearing Ratio	0.64	0.26	0.38	0.56	0.40
Liabilities Ratio	0.86	0.66	0.71	0.73	0.55
Times Interest Earned Ratio	<3.37>	7.47	3.49	4.96	8.53
Assets Backing Ratio	6.87	7.27	7.28	6.53	5.45
PERFORMANCE RATIO (%)
Operating Profit Margin	<14.37>	18.21	6.62	10.10	20.06
Net Profit Margin	<17.42>	15.18	4.95	8.90	18.68
Return On Net Assets	<2.99>	7.79	3.82	6.62	11.64
Return On Capital Employed	<2.80>	7.34	3.68	6.33	11.10
Return On Shareholders' Funds/Equity	<6.64>	8.11	2.84	6.60	12.95
Dividend Pay Out Ratio (Times)	0.30	0.82	1.90	0.94	0.53
NOTES TO ACCOUNTS
Contingent Liabilities	0	0	0	0	0

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.77
UK Pound	1	Rs.83.31
Euro	1	Rs.70.46

INFORMATION DETAILS

Report Prepared by :

MNL

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
----	NB	New Business	----

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.