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chairman

           
Extracted from Annual Report 2011

On Behalf Of The Board Of Directors, I Am Pleased To Present The Annual Report And Audited Financial Statements Of SILK Holdings Berhad For The Year Ended 31 July 2011.



FINANCIAL PERFORMANCE

SILK Holdings Berhad ("SHB" or "the Group") recorded a loss after tax and minority interest of RM 11.24 million for the year ended 31 July 2011. The result is below the profit after tax and minority interest of RM 10.03 million recorded by the Group for the year ended 31 July 2010. On the face of it, this result may give the impression that there has been a regression in performance. However, when examined closely, it will be noted that top-line performance for the year has actually improved, as illustrated by the 10.6% increase in revenue for the financial year to RM 247.73 million from RM 223.94 million recorded in the previous financial year.

The Group's earnings before interest, taxation, depreciation and amortisation ("EBITDA") of RM 129.39 million for the financial year ended 31 July 2011 also surpasses the EBITDA of RM 124.33 million recorded in the previous corresponding period. These clearly highlight that there have been improvements achieved at the operating level.

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In addition, further examination will reveal that the final bottomline performance was adversely impacted by the adoption of the new IC Interpretation 12 in compliance with accounting standards, which applies to all service concessions. This has resulted in a 45.1% increase in amortisation being recognised for the Group's highway development expenditure, from RM 7.3 million to RM 10.59 million during the period under review. As a follow-on, SHB also had to change its accounting policies with respect to expenditures on heavy repairs to comply with FRS 137. This resulted in a provision for future expenditure having to be made during the financial year.

For the financial year ended 31 July 2011, the Group also had to account for a 62.7% increase in depreciation amounting to RM 33.37 million and a 64.1% increase in finance costs amounting to RM 27.76 million at its Oil & Gas Support Services Division, brought about by the entry of new vessels into its fleet. The depreciation and amortisation charges, although having a significant impact on the Group's bottom-line, are essentially non-cash movements. The increase in finance costs meanwhile, is expected given the Group's fleet renewal programme. The previous year's performance also reflected the gains arising from the disposal of 2 vessels which contributed RM 21.9 million to the EBITDA.

Notwithstanding the dip in Group performance, the Highway Infrastructure Division continues to make strides with its financial performance. Revenue for the Division improved to RM 65.04 million compared to RM 50.95 million recorded for period ended 31 July 2010. The Highway Division enjoyed increased EBITDA of RM 51.53 million in the financial year under review, compared to RM 38.95 million recorded in the previous financial period, an increase of 32.3%. The improvement in revenue and EBITDA has translated into significantly reduced after-tax losses, where the Division recorded loss for the year of RM 19.08 million, a reduction from the RM 27.96 million loss for the year recorded previously.

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The Oil & Gas Support Services Division recorded improved revenue of RM 182.69 million from RM 181.32 million recorded in the previous corresponding year. This represents a marginal improvement of 0.76% over the performance recorded previously. Given the prevailing soft conditions in the market for the supply of offshore marine support services for much of the period under review, the top-line performance put in by the Division is commendable.

The Oil & Gas Support Services Division recorded an EBITDA of RM 78.24 million in the financial year under review compared to RM 90.74 million recorded in the previous financial year. The drop in divisional EBITDA is due to a 92.1% decline in miscellaneous income, primarily attributed to the absence of any vessel disposals during the financial year under review. A massive increase in depreciation and amortisation charges of RM 13.41 million to RM 35.82 million weighed down divisional profit after-tax and minority interest to RM 8.89 million for the financial year ended 31 July 2011, compared with RM 26.57 million in the previous corresponding period. This represents a 66.5% decline in profitability.

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OPERATING CONDITIONS

Highway Infrastructure Division

The Highway Infrastructure Division experienced steady traffic growth during the financial year under review, continuing the trend set for the last few years. This increase in traffic has consequently led to improvements in its operational performance.

The concession operated by Sistem Lingkaran Lebuhraya Kajang Sdn Bhd recorded total traffic volume of 45.4 million vehicles for the period January until December 2010, a 17% increase over the total traffic volume of 38.8 million recorded a year earlier. Average Daily Traffic Volume ("ADTV") for January until December 2010 improved to 124,404 vehicles per day, which is also a 17% improvement over the ADTV of 106,241 vehicles per day recorded in the previous calendar year.

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Total traffic volume for the financial year under review also improved by 17% to 49.5 million vehicles from 42.3 million vehicles recorded in the previous financial year. ADTV for the financial year ended 31 July 2011 improved to 135,728 vehicles per day, which is a 17% improvement over the ADTV of 115,987 vehicles per day recorded in the previous financial year.

In the first 7 months of the calendar year 2011, there has been further marked increase in traffic performance. The ADTV for the period January to July 2011 stands at 139,955 vehicles per day. The increase in traffic plying the highway is in part due to SHB's continuing efforts to raise public awareness of the highway, particularly that it serves as a time-saving and convenient linkage to existing highway networks. The Board is extremely pleased with this trend and is confident that the Division will be able to show similar improvements in the current financial year.

Oil & Gas Support Services Division

Despite prevailing soft conditions in the market throughout much of the previous 12-months, the Group's Oil & Gas Support Services Division continues to remain market competitive. Utilisation rates continued to be reasonably robust, at above the industry average of 80%.

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During the period, the Division via Jasa Merin Sdn Bhd ("Jasa Merin") continued to pursue opportunities with vigour, capitalising on the value proposition offered by Jasa Merin's safety track record, availability of vessels for deep water operations and young average fleet age. The approach adopted was appropriate, as during the financial year under the review, the Division managed to secure six new long-term charters and had three existing charters renewed. The majority of these were secured towards the end of the financial year, and therefore its impact will only be felt in this current financial year onwards.

Despite the competitive market for the supply of offshore support vessels ("OSVs") during the financial year 31 July 2011, the Oil & Gas Support Services Division continued to enjoy reasonably good performance. Overall profitability was affected by an increase in finance costs, depreciation and amortisation charges amounting to RM 63.58 million compared to RM 39.33 million previously. However, this increase in expenses is within expectations, in line with the Division's fleet expansion and modernisation program.

Notwithstanding the decline in profitability, the Division continues to be recognised as a trusted offshore marine support services provider, winning the Bronze Award from Petronas Carigali Sdn Bhd's Development Division, for its good health, safety and environmental ("HSE") performance in the year 2010. Out of the five recipients, Jasa Merin is the only offshore support vessel provider to have won the award for 2010. The entire Group is extremely pleased and proud of this recognition and will continue to ensure safety remains a priority in how it operates.



CORPORATE DEVELOPMENTS

SILK has during the course of the period under review, carried out various strategic and tactical initiatives aimed at strengthening the foundation for future growth.

Continuation of the fleet renewal programme

In line with the Group's strategic objectives and to ensure the Oil & Gas Support Services Division is able to continue to meet customer expectations, Jasa Merin continued with its renewal and replacement programme for its Offshore Support Vessels ("OSVs"). During the financial year under review, Jasa Merin launched three new vessels and took delivery of four new vessels into its fleet. Of the four vessels, two are capable of operating in deeper waters, which will be a positive factor, as more exploration works move to deeper waters.

All four vessels delivered during the financial year are now fully operational, bringing the total fleet size to 14 owned vessels. The new vessels have been deployed to their respective charter clients and will be contributing towards the company's performance in the current financial year.



PROSPECTS

Highway Infrastructure Division

The Division continues to have good growth prospects with increased awareness of the connectivity it provides to the adjacent network of highways. Given this, efforts are currently underway to further improve the highway's traffic flow via better signage at critical intersections and enhancing cooperation with other highway operators.

At the operating level, efforts are on-going to continue to contain and manage operational costs, including detailed identification of critical and non-critical costs and optimising of highway maintenance works. Moving forward, the Highway Infrastructure Division is expected to incur accounting losses in the immediate to medium term, albeit on a declining trend, as the traffic volume increases and its borrowing cost is further trimmed down. Irrespective of this, it is expected to remain cashflow positive and maintain its operational profitability as a result of the restructuring of the long-term debt, whereby the Sukuk Mudharabah obligation payments until January 2015 will be limited to the available cash flow generated from the highway.

Despite the efforts to contain costs, there remains some concern with respect to regulatory actions that could have a significant impact on the Division's bottom line. The Division is not averse to regulatory changes that enhance utility to road-users, promote safety as well as improve transparency and investor protection. However, it is mindful that some regulatory changes can have a significant impact on the Division's overall financial performance despite there being no drop in actual operating performance.

One of these regulatory actions, in the form of changes to accounting rules has already made a significant impact on the Division's accounting performance for the period under review. Although the changes in themselves do not have an impact on the ability of the business to generate cash, it nevertheless provides an additional consideration when evaluating operational strategies.

In view of the impact that regulatory changes can have on bottom-line performance, the Division aims to maintain a close view of prospective regulatory changes, particularly those that do not directly improve utility to road-users or investors.

Oil & Gas Support Services Division


The Fukushima incident in Japan earlier this year has raised doubts about the long-term safety of nuclear energy. As such, the use of hydro-carbon products as primary source of fuel is expected to continue. Consequently, demand for these products will likely spur an increase in exploration and production ("E&P") activities. Malaysia, being one of the largest oil and gas producers in South East Asia and one of the largest global exporters of liquefied natural gas, is also likely to follow this trend. An increase in E&P activities, particularly offshore, will drive demand up for offshore marine support services. However, in order to fill this demand, the oil majors will subject operators to stringent requirements, particularly with respect to safety track record.

The new charters awarded to the Division, were awarded in part due to the excellent safety and delivery track record of Jasa Merin. In addition, the fact that Jasa Merin operates a fairly young and modern fleet resulting from the on-going fleet renewal and replacement programme instituted, has also meant it is able to keep up with changing requirements and the increasingly higher specifications required by charterers.

The addition of the new vessels to the fleet and the company's established track record provides Jasa Merin with the ability to remain competitive and be able to provide compelling value proposition to current and prospective customers. As such, barring any unforeseen circumstances, this Division is expected to continue to contribute positively to the Group in the current financial year.

That said, the Board is mindful of the dynamic nature of this industry. One of the shifts being witnessed with respect to offshore exploration is the move away from shallow waters to deeper waters and more remote fields. The hardware, technology and expertise required to be successful in this environment, not to mention financial resources required, will undoubtedly be different. These bring a set of unique challenges to the offshore marine support services operators, which will require them to be more agile and proactive in their plans going forward.

As such, the Division has started to study and explore opportunities for collaboration to supplant gaps in the Division, as well as institutionalise the capacity to alter strategies as business conditions change. This will enable it to continually adapt to changes in the business landscape. With these in place, we are confident that the Division will be better prepared to "ride out" future challenges.



DIVIDENDS

In order to continue building the foundations for the Group so as to enable it to achieve long-term and sustainable growth, the Board of Directors are not able to recommend the declaration of any dividend for the financial year ended 31 July 2011. With improved operating and financial performance in the future, and sustainable growth, the Board will revisit and review this position for the benefit of its shareholders.



ACKNOWLEDGEMENT

On behalf of the Board of Directors, I wish to extend our sincere appreciation to the Group's management, staff and employees, at all levels and across the various functions. The Board is indeed appreciative of the efforts shown by the Group staff throughout the financial year. It is my hope that the entire SHB family will sustain this level of effort to propel the Group further forward.

My sincerest gratitude also goes out to our Board of Directors for their vision and counsel in guiding SHB forward. The contribution of the Board to SHB's transformation is also deeply appreciated. It is hoped that the Board will continue to be committed to the Group as it charts its way forward.

I would also like to take this opportunity to convey the Board's appreciation to all our customers for their continued support. The Group's progress is in no small part a reflection of this support. It is our sincere hope that our customers continue with us for the foreseeable future. Likewise, I would also like to thank the Group's bankers and financiers for their continued trust in SHB and its plans for the future.

The Group's progress is also partly owed to the various regulatory bodies and Governmental agencies entrusted to oversee the industries the Group operates in. Therefore it is appropriate that I also extend my gratitude to these bodies.

Lastly, on behalf of the Board, I would also like to convey our gratitude to all our shareholders, who collectively have played a significant role in enabling the Group to complete its turnaround from the difficulties faced in previous years. I sincerely thank you all for the support and hope that you will continue to support the Board in its objective to take the Group forward.




Thank you.



Dato' Mohammed Azlan Bin Hashim
Executive Chairman







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