2 0 0 4 R E P O R T A N N U A L
an adherence to industr y's highest ethics
(formerly known as siah brothers corporation berhad)
(199310-P) sbc corporation berhad
sbc corporation berhad annual repor t 2004
sbc corporation berhad (199310-P) Wisma Siah Brothers, 74A Jalan Pahang, 53000 Kuala Lumpur. Tel: 03 4041 8118 Fax: 03 4043 5281
(formerly known as siah brothers corporation berhad)
designed & produced by mintlav@streamyx.com
c o r e p u r p o s e c o r e v a l u e
Adherence to industry's highest ethics
Use of designs and processes that promote standards
Equipping our people to anticipate and respond to the needs of our customers and stakeholders
To build upon our construction heritage to design and deliver exciting,
unique and valuable solutions for buildings and communities
CONTENTS
corporate section
notice of annual general meeting 2
notice of dividend payment 3
statement accompanying notice of annual general meeting 3
corporate information 4
directors’ profile 5
corporate structure 11
group financial highlights 12
statement of directors’ responsibilities 13
executive chairman’s statement 14
penyata pengerusi eksekutif 18
statement of corporate governance 22
statement on internal control 30
audit committee report 32
group properties 88
shareholders’ information 90
proxy form
financial statements 37 - 87
notice of annual general meeting
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of SBC Corporation Berhad (Formerly known
as Siah Brothers Corporation Berhad) will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang,
53000 Kuala Lumpur on Thursday, 23 September 2004 at 11.00 a.m. to transact the following business:
AGENDA
1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the (Resolution 1)
year ended 31 March 2004 together with the Auditors’ Report thereon.
2. To declare a first and final dividend of 1% less 28% income tax for the year ended (Resolution 2)
31 March 2004.
3. To approve the payment of Directors’ fees. (Resolution 3)
4. To re-appoint the following Directors pursuant to Section 129(6) of the Companies Act,
1965:
(a) YBhg. Dato’ Lim Phaik Gan (Resolution 4)
(b) Mr Sia Kwee Mow @ Sia Hok Chai (Resolution 5)
5. To re-elect Mr Sia Teong Heng as a Director retiring by rotation pursuant to Article 77 of (Resolution 6)
the Articles of Association of the Company.
6. To re-elect the following Directors retiring pursuant to Article 84 of the Articles of
Association of the Company:
(a) YBhg. Dato’ Zainol Abidin Bin Haji A. Hamid (Resolution 7)
(b) En. Ahmad Fizal Bin Othman (Resolution 8)
7. To re-appoint Messrs. Horwath as Auditors of the Company and to authorise the (Resolution 9)
Directors to fix their remuneration.
8. As Special Business, to consider and, if thought fit, to pass the following Ordinary (Resolution 10)
Resolution:
AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES
“THAT subject always to the Companies Act, 1965, the Articles of Association of the
Company and the approval from the Bursa Malaysia Securities Berhad and other
governmental/regulatory bodies, where such approval shall be necessary, the Directors be
and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to allot
and issue shares in the Company, at any time and upon such terms and conditions and
for such purposes as they may in their absolute discretion deem fit, provided that the
aggregate number of shares issued pursuant to this resolution does not exceed ten per
cent (10%) of the issued capital of the Company for the time being and that such
authority shall continue in force until the conclusion of the next Annual General Meeting
of the Company.”
9. To consider any other business for which due notice shall have been given.
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notice of dividend payment
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Fourteenth Annual General Meeting
of the Company, the first and final dividend of 1% less 28% income tax for the year ended 31 March 2004 will be
paid on 29 October 2004 to Depositors registered in the Record of Depositors on 18 October 2004.
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 18 October 2004 in respect of
ordinary transfers; and
b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of
the Bursa Malaysia Securities Berhad.
NOTES:
1) Proxy: 2) Resolution 10:
By Order of the Board A member entitled to attend and vote at the The Company is actively pursuing business
Meeting is entitled to appoint a proxy to attend opportunities in prospective areas so as to
and vote instead of him. Where a member broaden the operating base and earnings
appoints more than one (1) proxy, the potential of the Company. Such expansion plans
appointment shall be invalid unless he specifies may require the issue of new shares not
CHONG FOOK SIN the proportions of his holdings to be represented exceeding 10 per cent (10%) of the Company’s
KAN CHEE JING by each proxy. To be valid, the proxy form duly issued share capital. With the passing of the
completed must be deposited at the Registered resolution by the shareholders of the Company at
Company Secretaries
Office of the Company not less than forty-eight the forthcoming Annual General Meeting, the
(48) hours before the time for holding the Directors would avoid delay and cost of
meeting. If the appointor is a corporation, this convening further general meetings to approve
Kuala Lumpur form must be executed under its common seal or the issue of shares for such purposes.
under the hand of its attorney.
30 August 2004
statement accompanying notice of annual general meeting
pursuant to paragraph 8.28 (2) of the listing requirements of Bursa Malaysia Securities Berhad
(1) The following are the Directors standing for re-appointment and re-election at the Fourteenth Annual
General Meeting:
(a) Re-appointment of the following Directors pursuant to Section 129(6) of the Companies Act, 1965:
(i) YBhg. Dato’ Lim Phaik Gan
(ii) Mr Sia Kwee Mow @ Sia Hok Chai
(b) Re-election of Mr Sia Teong Heng as a Director pursuant to Article 77 of the Articles of Association of
the Company.
(c) Re-election of the following Directors pursuant to Article 84 of the Articles of Association of the
Company:
(i) YBhg. Dato’ Zainol Abidin Bin Haji A. Hamid
(ii) En. Ahmad Fizal Bin Othman
(2) There were six (6) Directors’ Meetings held during the financial year ended 31 March 2004. Details of
attendance of the Directors are set out in the Statement of Corporate Governance appearing on page 23 of
P
this Annual Report.
A
(3) The Fourteenth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, G
74, Jalan Pahang, 53000 Kuala Lumpur on Thursday, 23 September 2004 at 11.00 a.m. E
3
(4) The profile of Directors standing for re-appointment and re-election as mentioned in paragraph 1 above at the
Fourteenth Annual General Meeting are set out in pages 5 to 10 of this Annual Report.
corporate information
as at 10 August 2004
BOARD OF DIRECTORS
CORPORATE INFORMATION
Sia Kwee Mow @ Sia Hok Chai Sia Teong Heng
JMN, FFB, FCIOB, FAIB B.Sc. (Eng), M.Sc.
Executive Chairman Managing Director
Mun Chong Shing @ Mun Chong Tian Dato' Lim Phaik Gan
Non-Executive Director DPMP, DMPN, M.A.(Law), FCI, ARB
Independent Non-Executive Director
Dato' Zainol Abidin Bin Haji A. Hamid
LLB (Hons) Dato' Dr Norraesah Bt. Haji Mohamad
Non-Executive Director DSPN, PhD., B.Sc.(Econ)
Independent Non-Executive Director
Ahmad Fizal Bin Othman
B.Acc & Fin. (Hons)
Independent Non-Executive Director
AUDIT COMMITTEE REMUNERATION COMMITTEE
Dato' Dr. Norraesah Bt. Haji Mohamad Dato' Zainol Abidin Bin Haji A. Hamid
Chairperson & Independent Non-Executive Director Chairman & Non-Executive Director
DSPN, PhD., B.Sc.(Econ) LLB (Hons)
Dato' Lim Phaik Gan Dato' Lim Phaik Gan
DPMP, DMPN, M.A.(Law), FCI, ARB DPMP, DMPN, M.A.(Law), FCI, ARB
Independent Non-Executive Director Independent Non-Executive Director
Ahmad Fizal Bin Othman Dato' Dr Norraesah Bt. Haji Mohamad
B.Acc & Fin. (Hons) DSPN, PhD., B.Sc.(Econ)
Independent Non-Executive Director Independent Non-Executive Director
Sia Teong Heng Sia Teong Heng
B.Sc. (Eng), M.Sc. B.Sc. (Eng), M.Sc.
Managing Director Managing Director
EXECUTIVE MANAGEMENT NOMINATION COMMITTEE
Sia Teong Heng Dato' Lim Phaik Gan
Chairman & Managing Director Chairperson & Independent Non-Executive Director
B.Sc. (Eng), M.Sc. DPMP, DMPN, M.A.(Law), FCI, ARB
Sia Teong Leng Dato' Dr Norraesah Bt. Haji Mohamad
B.A. (Hons) (Law & Econs), M.B.A. DSPN, PhD., B.Sc.(Econ)
Corporate Director Independent Non-Executive Director
Ng Kee Chye Ahmad Fizal Bin Othman
CA., B.Acc (Hons) B.Acc & Fin. (Hons)
Group Chief Financial Officer Independent Non-Executive Director
Teh Kai Chua Mun Chong Shing @ Mun Chong Tian
B.Sc. (Eng) Non-Executive Director
General Manager - Technical
SOLICITORS AUDITORS
Cheang & Ariff Horwath
39 Court Chartered Accountants
39, Jalan Yap Kwan Seng, 50450 Kuala Lumpur Level 16 Tower C, Megan Phileo Avenue
Lim & Yeoh
12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur
145-M Jalan Maharajalela, 50150 Kuala Lumpur PRINCIPAL BANKERS
Lee, Perara & Tan Affin Merchant Bank Berhad
55, Jalan Thambapillai, Off Jalan Tun Sambanthan Alliance Bank Malaysia Berhad
Brickfields, 50470 Kuala Lumpur Aseambankers Malaysia Berhad
Bangkok Bank Berhad
COMPANY SECRETARIES Bumiputra Commerce Bank Berhad
Chong Fook Sin United Overseas Bank (Malaysia) Berhad
ATII, MCCS, AFA
Utama Merchant Bank Berhad
Kan Chee Jing
P ACIS REGISTRARS
A
G
Tacs Corporate Services Sdn. Bhd.
REGISTERED OFFICE
E
Unit No. 203, 2nd Floor, Block C, Damansara Intan
Wisma Siah Brothers
4
74A Jalan Pahang, 53000 Kuala Lumpur
No. 1, Jalan SS 20/27, 47400 Petaling Jaya
Tel: 03-4041 8118 Fax: 03-4043 5281 Tel: 03-7118 2688 Fax: 03-7118 2693
STOCK EXCHANGE LISTING
Main Board
Bursa Malaysia Securities Berhad
directors’ profile
as at 30 July 2004
DIRECTORS’ PROFILE
Sia Kwee Mow @ Sia Hok Chai
Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 71, is the Executive Chairman of SBC Corporation Berhad (“SBC”).
He has been a Director of SBC since its incorporation on 14 June 1990. He has over 50 years of experience in building
and civil engineering contracting and not less than 32 years of experience in plastic engineering since the
incorporation of Paling Industries Sdn. Bhd. in 1971. He was actively involved in Master Builders Association Malaysia
(“MBAM”) and had served in various capacities including the post of President (1988 to 1994). He was elected as
the 29th President (1994 to 1996) of the International Federation of Asian and Western Pacific Contractors’
Associations (“IFAWPCA”) during which he led the IFAWPCA delegation to a meeting between the World Bank and
International Contractors Association held at Washington D.C. in November, 1996.
In recognition of his vast experience and knowledge in construction and his contribution to the building construction
industry, he was awarded or conferred the following:
• Johan Mangku Negara by DYMM Yang DiPertuan Agong in 2001
• Honorary Life President by MBAM in 2001
• Fellowship of the Faculty of Building, United Kingdom in 1981
• Fellowship of the Chartered Institute of Building, United Kingdom as a Chartered Builder in 1979
• Fellowship of the Australian Institute of Building by the Australian Royal Charter of Building in 1982
He was also a previous President of both the Selangor Builders Association and Selangor Chinese Plumbing and
Sanitary Association.
He also sits on the board of several private limited companies in Malaysia, including several subsidiaries of SBC.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 1,480,800 (a) 19,498,523 (b)
Employees’ Shares Option Scheme 450,000 -
(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.
(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen
Legacy Sdn. Bhd. (5,181,023 shares).
By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent
of SBC’s interest in accordance with Section 6A of the Companies Act, 1965.
He is the father of Sia Teong Heng, the Managing Director and a major shareholder of SBC.
He does not have any conflict of interest with SBC except for those transactions disclosed in Note 42 to the financial
statements.
He has not been convicted of any offence within the past 10 years.
He attended all the six Board Meetings held during the last financial year.
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DIRECTORS’ PROFILE
Sia Teong Heng
Sia Teong Heng, a Malaysian, aged 41, is the Managing Director of SBC Corporation Berhad (“SBC”). He was
appointed as a Director of SBC on 5 February 1991. He is a member of the Audit Committee and the Remuneration
Committee of SBC. He graduated in 1985 with a degree in Bachelor of Science in Civil Engineering from
Loughborough University, United Kingdom ("UK") and a Master degree in Management Science from Imperial College,
University of London, UK in 1986.
His career began in investment banking in 1987 with Morgan Grenfell (Asia) Ltd., Singapore. He joined SBC in 1991.
Presently, he also sits on the boards of several subsidiaries of SBC.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 2,017,992 (a) 19,498,523 (b)
Employees’ Shares Option Scheme 350,000 -
(a) 1,774,000 shares are held in bare trust by Amsec Nominees (Tempatan) Sdn. Bhd.
(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen
Legacy Sdn. Bhd. (5,181,023 shares).
By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent
of SBC’s interest in accordance with Section 6A of the Companies Act, 1965.
He is a son of Sia Kwee Mow @ Sia Hok Chai, the Executive Chairman and a major shareholder of SBC.
He does not have any conflict of interest with SBC except for those transactions disclosed in Note 42 to the financial
statements.
He has not been convicted of any offence within the past 10 years.
He attended five of the six Board Meetings held during the last financial year.
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DIRECTORS’ PROFILE
Mun Chong Shing @ Mun Chong Tian
Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 67, was appointed as an Executive Director of SBC
Corporation Berhad ("SBC") on 1 April, 1996 when he was employed as General Manager of Paling Industries Sdn.
Bhd. (“Paling”) from 1987 and appointed as a Director in 1991 and remained in both positions until his retirement
on 31 December 2001.
On 31 December 2001, he was redesignated as a Non-Executive Director of SBC. He is a member of the Nomination
Committee of SBC.
He has received training in Sales Management conducted by the National Productive Centre and the Malaysian
Institute of Management and a General Management Programme at the National Productivity Board, Singapore.
Prior to his involvement with Paling, he was employed as General Manager in Hume Industries (M) Bhd. where he
has had extensive exposure to industrial engineering and management.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 21,782 -
He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.
He is a brother-in-law to Sia Kwee Mow @ Sia Hok Chai and an uncle to Sia Teong Heng, both are Directors and
major shareholders of SBC.
He does not have any conflict of interest with SBC.
He has not been convicted of any offence within the past 10 years.
He attended all the six Board Meetings held during the last financial year.
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DIRECTORS’ PROFILE
Dato' Lim Phaik Gan
Dato' Lim Phaik Gan, a Malaysian, aged 84, was appointed as an Independent Non-Executive Director of SBC
Corporation Berhad ("SBC") on 5 February 1991. She is the Senior Independent Non-Executive Director, the
Chairperson of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee
of SBC. She is an advocate and solicitor and was called to the Bar of England and the Bar of Malaysia. She obtained
a Master of Arts degree in Law from the University of Cambridge, United Kingdom and was in active practice at the
Bar of Malaysia from 1954 to 1971 and from 1980 until today.
Since 1955, she has had a distinguished career in both the private and public sectors. In 1970, she was a member of
the National Economic Consultative Council established when Parliament was suspended as a result of riots in 1969.
From 1971 to 1980, she served as ambassador and the Deputy Permanent Representative of Malaysia to the United
Nations and successively as the Malaysian Ambassador to Yugoslavia, Austria, Belgium and the European Economic
Community.
She was Malaysia's Permanent Representative to the United Nations Industrial and Development Organisation and
International Atomic Energy Agency in Vienna, and served as chairman in various committees.
After her retirement from the Malaysian Foreign Service in 1980, she was appointed by the Government as Director
of the Kuala Lumpur Regional Centre for Arbitration, an international organisation involved in the conduct and
administration of international commercial arbitration for the settlement of disputes arising out of international
commercial contracts and joint ventures, in which capacity she served from 1982 to 2000. She is currently a member
of the Board of Trustees of the Institute of Strategic and International Studies.
She does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.
She has no family relationship with any Director and/or major shareholder of SBC.
She does not have any conflict of interest with SBC.
She has not been convicted of any offence within the past 10 years.
She attended all the six Board Meetings held during the last financial year.
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DIRECTORS’ PROFILE
Dato’ Dr. Norraesah Bt. Haji Mohamad
Dato’ Dr. Norraesah Bt. Haji Mohamad, a Malaysian, aged 56, was appointed as an Independent Non-Executive
Director of SBC Corporation Berhad ("SBC") on 8 July 1991. She is the Chairperson of the Audit Committee and a
member of the Nomination Committee and the Remuneration Committee of SBC. She holds a Doctorate Degree in
Economics Science (International Economics and Finance) which she obtained in 1986 from University of Paris 1,
Pantheon Sorbonne, France.
She has over 31 years of working experience in banking, consultancy and international trade and commerce. She
worked with the International Trade Division of the Ministry of Trade and Industry (now known as the Ministry of
International Trade and Industry) from 1972 to 1985 and was later transferred to the Finance Division of the Ministry
of Finance holding the post of Principal Assistant Secretary dealing with privatisation and debt management.
In 1988, she joined ESSO Production Malaysia, Inc. as Communications Manager and subsequently, in 1990, took the
position of Managing Director with a consultant firm providing financial advisory services. From 1991 to 1998 she
was appointed as the Chief Representative of Credit Lyonnais Bank in Malaysia.
She sits on the board of KESM Industries Berhad, Malaysian Oxygen Berhad and several private limited companies.
She was awarded the distinction of Darjah Setia Pangkuan Negeri on 13 July 2002 by Tuan Yang Terutama Yang
di-Pertua Negeri Pulau Pinang on His Excellency’s 64th Birthday.
She does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.
She has no family relationship with any Director and/or major shareholder of SBC.
She does not have any conflict of interest with SBC.
She has not been convicted of any offence within the past 10 years.
She attended all the six Board Meetings held during the last financial year.
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DIRECTORS’ PROFILE
Dato’ Zainol Abidin Bin Haji A. Hamid
Dato’ Zainol Abidin Bin Haji A. Hamid, a Malaysian, aged 62, was appointed as a Non-Executive Director of SBC
Corporation Berhad ("SBC") on 10 October 2003, representing the interest of Permodalan Nasional Berhad. He is the
Chairman of the Remuneration Committee of SBC. He graduated with LLB (Hons) from the University of London in
1995.
He joined the Kedah State Government in 1966 as a civil servant. From 1973 to 1981, he was the District Officer for
Sik, then Padang Terap and finally Kubang Pasu. He was General Manager and Director of Kedah Cement Sdn Bhd
from 1981 to 1996 and Managing Director of Kedah Cement Marketing Sdn Bhd form 1990 to 1996.
He sits on the Board of Paragon Union Berhad.
He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.
He has no family relationship with any Director and/or major shareholder of SBC.
He does not have any conflict of interest with SBC.
He has not been convicted of any offence within the past 10 years.
He attended all the three Board Meetings held during the last financial year since his appointment to the Board of
SBC.
Ahmad Fizal Bin Othman
Ahmad Fizal Bin Othman, a Malaysian, aged 41, was appointed as an Independent Non-Executive Director of SBC
Corporation Berhad ("SBC") on 24 February 2004. He is a member of the Audit Committee and the Nomination
Committee of SBC. He graduated with a Bachelor in Accounting and Finance (Hons) from the Middlesex University,
London.
He is a well-rounded and experienced businessman and involved in a multitude of industries. Currently, he immerses
himself in retail, multimedia and technology.
He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.
He has no family relationship with any Director and/or major shareholder of SBC.
He does not have any conflict of interest with SBC
He has not been convicted of any offence within the past 10 years.
He did not attend any Board Meeting during the last financial year as there was no such Meeting held after his
appointment up to 31 March 2004.
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corporate structure
as at 10 August 2004
CORPORATE STRUCTURE
INVESTMENT HOLDING
Siah Brothers Land Sdn Bhd 100% •
Siah Brothers Properties Sdn Bhd 100% •
Siah Brothers Industries Sdn Bhd 100% •
PROPERTY DEVELOPMENT
Seri Ampangan Realty Sdn Bhd 100% •
Sinaran Naga Sdn Bhd 100% •
Mixwell (Malaysia) Sdn Bhd 100% •
South-East Best Sdn Bhd 100% •
Gracemart Resources Sdn Bhd 100% •
Sutrati Development Sdn Bhd 100% •
Siah Brothers Development Sdn Bhd 100% •
Tiara Development Sdn Bhd 100% •
SBC Homes Sdn Bhd 100% •
Winsome Ventures Sdn Bhd 100% •
SBC Leisure Sdn Bhd 100% •
SBC Towers Sdn Bhd 100% •
S Brothers Project Management Sdn Bhd
iah 100% •
Ligamas Sdn Bhd 50% •
Sri Berjaya Development Sdn Bhd 33.3% •
CONSTRUCTION
• 100% Syarikat Siah Brothers Trading Sdn Bhd
• 100% Syarikat Siah Brothers Construction Sdn Bhd
• 100% Siah Brothers Enterprise Sdn Bhd
• 100% Lifeplus - Siah Brothers Trading JV Sdn Bhd
PROPERTY INVESTMENT
• 100% Aureate Construction Sdn Bhd
• 22.2% Sri Rawang Properties Sdn Bhd
MANUFACTURING & TRADING
• 40% Paling Industries Sdn Bhd
• 40% Liga Canggih Sdn Bhd
• 51% Masahmura Sdn Bhd
• 51% Masahmura Sales & Service Sdn Bhd
• 50% Varich Industries Sdn Bhd
PLANTATION & NURSERY P
A
• 50% Sam & Lau Plantation Sdn Bhd G
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group financial highlights
GROUP FINANCIAL HIGHLIGHTS for the financial year ended 31 March 2004
2004 2003 2002 2001 2000
(Restated)
RM’000 RM’000 RM’000 RM’000 RM’000
RESULTS
Turnover 86,317 69,829 81,645 92,411 114,707
Profit before taxation 6,996 5,149 1,618 1,421 2,555
Profit after taxation but before
minority interest 2,073 011 1,174 2, 1,071 3,729
Profit attributable to shareholders 2,073 2,011 1,174 1,071 3,729
ASSETS EMPLOYED
Property, plant and equipment 36,246 35,813 7,047 7,586 13,090
Investments and other assets 153,703 152,856 141,705 140,323 141,031
Net current assets 73,632 71,634 56,867 58,346 56,393
Goodwill and deferred expenditure 27,318 27,272 10,246 10,246 8,253
290,899 287,575 215,865 216,501 218,767
FINANCED BY
Share capital 82,435 82,435 57,302 57,302 57,302
Share application account - - 115,600 - -
Reserves 135,940 134,682 42,524 43,087 42,832
Irredeemable Convertible
Unsecurred Loan Stocks - - - 115,600 115,600
ABBA Bonds 39,712 37,827 - - -
Deferred liabilities 32,812 32,631 439 512 3,033
290,899 287,575 215,865 216,501 218,767
SELECTED RATIOS
Net earnings per share (sen) 2.4 2.4 1.8 1.6 6.9
Net tangible assets per share (sen) 244 242 393 165 169
Gross dividend (%) 1.0 1.0 - 1.5 1.5
6,996 290,899 218,375
86,317
287,575 217,117
5,149 69,829
2004 2004 2004 2004
215.426
81,645
215,865
2003 2003 2003 2003
1,618
92,411
216,501
2002 2002 2002 2002
100,389
1,421 114,707
P
218,767
2001 2001 2001 2001
A
100,134
G
2,555
E
12
2000 2000 2000 2000
Profit Before Taxation Assets Employed Turnover Shareholders’ Fund
(RM’000) (RM’000) (RM’000) (RM’000)
statement of directors’ responsibilities
in respect of the preparation of the financial statements
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance
with applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to
give a true and fair view of the state of affairs of the Group and the Company as of 31 March 2004 and of the results
and cash flows of the Group and Company for the financial year ended on that date.
In preparing the financial statements, the Directors have:
(a) adopted suitable accounting policies and applied them consistently;
(b) made judgements and estimates that are prudent and reasonable;
(c) ensured the adoption of applicable approved accounting standards; and
(d) used the going concern basis for the preparation of the financial statements.
The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonable
accuracy at any time the financial position of the Group and the Company and are kept in accordance with the
Companies Act, 1965. The Directors are also responsible for taking such steps as are reasonably open to them to
safeguard the Group’s assets and to prevent and detect fraud and other irregularities.
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executive chairman’s statement
EXECUTIVE CHAIRMAN’S STATEMENT
To our shareholders, customers, employees, partners, suppliers and friends,
ON BEHALF OF THE BOARD OF
DIRECTORS, I AM PLEASED TO
PRESENT THE ANNUAL REPORT
AND AUDITED FINANCIAL
STATEMENTS OF SBC
CORPORATION BERHAD FOR
THE FINANCIAL YEAR ENDED
Kota Damansara, Petaling Jaya
31 MARCH 2004
Financial Review
The Group's revenue rose to RM86.32 million,
which is an increase of 24% compared with
RM69.83 million a year ago. Pre-tax profit
increased 36% to RM7.00 million from RM5.15
million achieved in the corresponding period last
year, largely attributable to the improved
economic environment, completion of projects
ahead of schedule and increased residential sales.
Perkampungan Seri Mahkota Aman, Kuantan
Bandar Utama, Batang Kali
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Taman Suria Pendamar, Klang
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EXECUTIVE CHAIRMAN’S STATEMENT
Operations Review
The better performance achieved for the current financial year under review was in a large part supported by strong
return of retail interest in residential housing and incentives given under the Government's stimulus package and
lower interest rates.
The Group will continue to be market-driven and with our activities focused on providing good value for our
residential homeowners, with continual emphasis on our designs and workmanship.
This year saw the handover of Phase 1C, Section 4, Bandar Utama Batang Kali, Selangor and Precinct 4, Block E,
Taman Mastiara, Kuala Lumpur. Meanwhile, works have started in Phase 1D & 1E, Section 4, Bandar Utama Batang
Kali, Selangor; Phase 2, Taman Suria Pendamar, Klang; Phase 5, Perkampungan Seri Mahkota Aman, Kuantan, Pahang
and Signal Hill Park @ The Peak, Kota Kinabalu, Sabah.
Construction revenue continues to drive the Group's business activities. The turnkey construction such as the rapid
completion of Damansara Emas at Kota Damansara is one such contributor. The Group recognizes that the
construction market in Malaysia remains highly competitive at the present moment, and thus continues its policy of
selective tendering.
Against a background of uncertain global environment, the manufacturing associate, Paling Industries Sdn Bhd
achieved significantly higher revenue of RM32.66 million, an increase of 18% over 2003's revenue of RM27.77
million. The increase in turnover was negated by lower margins on account of greater volatility increase in raw
material cost and yet higher productivity and production yield targets were met. This resulted in slightly higher
profits of RM2.78 million in the year in comparison to RM2.29 million in the previous year.
The Group continues with its core business of
assisting institutional clients with "Construct &
Finance Initiative" as well as selectively building up
its list of future development sites (such as its
recently concluded debt settlement, effectively
increasing the Group's land bank by 66.7 acres, at
locations within the Klang Valley/Selangor). Over
the years, the Group has also been widening its
geographical reach with its formula of facilitating
new housing areas, or "SBC Communities", as the
Group would prefer to refer them as. To date, we
have begun at five (5) locations across the nation
such as West Selangor, North Selangor, the capital
city KL, Kota Kinabalu and Kuantan, masterplanned
as sustainable communities.
Taman Mastiara, Kuala Lumpur
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EXECUTIVE CHAIRMAN’S STATEMENT
Corporate Development
The Company and its wholly-owned subsidiaries, Syarikat Siah Brothers Construction Sdn Bhd ("SSBC") and Mixwell
(Malaysia) Sdn Bhd ("Mixwell"), had on 16 January 2004 entered into a deed settlement with Smart Home Sdn Bhd
("SHSB") whereby SHSB has agreed to settle the entire indebtedness amounting to RM37,720,372 owing by SHSB to
SSBC and Mixwell collectively. SHSB shall settle in kind by transferring and/or procuring the transfer of six (6) parcels
of land located at Batang Kali, Hulu Yam and Gombak of Selangor; and Setapak and Sungei Besi of Kuala Lumpur.
The Proposed Debt Settlement was approved by the shareholders
of the Company at the Extraordinary General Meeting held on 16
April 2004. The Foreign Investment Committee has also via its
letter dated 6 April 2004 notified that it has no objection to the
Proposed Debt Settlement.
As part of the Group's objective to broaden its identity (as it
currently covers its activity beyond pure building trade), whilst
retaining the anchor brand within its wholly owned building
subsidiary, it has changed the parent/investment holding
company’s name to SBC Corporation Berhad accompanied by an
Signal Hill Park, Kota Kinabalu updated version of its logo.
Boardroom Change
I would like to thank Datuk Sim
Peng Choon (a nominee Director for
Permodalan Nasional Berhad) and
Encik Abdul Rahman Bin A. Shukor
who was appointed as alternate
Director to Datuk Sim Peng Choon,
who have retired and ceased to be
directors from the Board
Perkampungan Seri Mahkota Aman, Kuantan
respectively, for their invaluable
contribution to the development of
the Group during their terms in
office.
I would also like to take this opportunity to
welcome on Board, Dato' Zainol Abidin Bin Haji A.
Hamid and Encik Ahmad Fizal Bin Othman as a
nominee Non-Executive Director for Permodalan
Nasional Berhad and Independent Non-Executive
Director respectively.
Perkampungan Seri Mahkota Aman, Kuantan
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EXECUTIVE CHAIRMAN’S STATEMENT
Economic And Business Outlook
The external environment and global economic outlook will continue to be affected by geopolitical and economic
uncertainties. The Malaysian economy is expected to register a moderation in GDP growth of about 6.0% and 6.5%
in 2004-05, driven by higher exports and domestic demand, primarily from private sector, as the Government's
pro-growth fiscal and monetary measures start bearing fruit.
The construction industry meanwhile is expected to grow at a moderate rate of 1.5%. The favourable election results
at the recently concluded general election in Malaysia will also boost business sentiment and optimism. And this
augurs well for the business community on the whole.
With the brighter economic outlook, the prospects for a revitalized property sector are conducive to the Group's
operating and business environment. The Group will keep to its strategy of offering a comprehensive range of
building products from affordable housing to high-end niche projects for house buyers. Nevertheless, the Group
strives to differentiate its products through progressive designs, timely completion, quality finishing and value
pricing. We anticipate our performance to be satisfactory in the coming year.
Dividend
The Board is pleased to recommend a first and final
dividend of 1% per ordinary share less 28% tax for
the financial year ended 31 March 2004. Subject to
the shareholders' approval at the forthcoming
Annual General Meeting of the Company, the
payment of the dividend will be made to the
shareholders on a date to be announced later.
Appreciation and Acknowledgement
I would like to take this opportunity to thank everyone within the
SBC Group. Your effective execution of SBC corporate strategies
through sheer hard work, commitment and team work in a
demanding and challenging business environment have certainly
contributed much to the success of the Group.
Finally, I would also like to thank our shareholders, customers,
joint venture partners, business associates, bankers and
government authorities for their confidence in the Board and the
management.
Thank you.
P
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Sia Kwee Mow @ Sia Hok Chai
JMN, FFB, FCIOB, FAIB E
17
Executive Chairman
Paling’s Products
10 August 2004
penyata pengerusi eksekutif
PENYATA PENGERUSI EKSEKUTIF
Kepada para pemegang saham, pelanggan, kakitangan, rakan kongsi, pembekal
dan rakan-rakan seperjuangan,
SAYA BAGI PIHAK LEMBAGA
PENGARAH DENGAN SUKACITANYA
MEMPERSEMBAHKAN LAPORAN
TAHUNAN DAN PENYATA
KEWANGAN SBC CORPORATION
BERHAD BAGI TAHUN KEWANGAN
BERAKHIR 31 MAC 2004. Kota Damansara, Petaling Jaya
Ulasan Kewangan
Perolehan Kumpulan telah mencapai RM86.32
juta, dengan peningkatan sebanyak 24%
berbanding dengan RM69.83 juta pada tahun
lepas. Keuntungan sebelum cukai meningkat
sebanyak 36% kepada RM7.00 juta berbanding
RM5.15 juta yang telah dicapai pada masa yang
sama tahun lepas, berpunca daripada keadaan
ekonomi yang bertambah baik, penyempurnaan
awal projek sebelum tarikh matang dan juga Perkampungan Seri Mahkota Aman, Kuantan
daripada peningkatan dalam jualan perumahan.
Bandar Utama, Batang Kali
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Taman Suria Pendamar, Klang
18
PENYATA PENGERUSI EKSEKUTIF
Ulasan Operasi
Pencapaian prestasi yang lebih baik pada tahun kewangan ini disumbangkan sebahagian besarnya oleh pulangan
faedah runcit yang kukuh hasil daripada skim jualan perumahan dan juga insentif-insentif yang ditawarkan dalam
pakej perangsang Kerajaan berserta kadar faedah yang lebih rendah.
Kumpulan akan terus menumpukan perhatian pada kehendak pasaran, dan memfokuskan kegiatan-kegiatan kami
dengan menghasilkan mutu yang tinggi untuk para pemilik rumah, dengan penumpuan ke atas rekacipta dan kualiti
kerja.
Kumpulan telah berjaya dalam penyempurnaan dan penyerahan Fasa 1C, Seksyen 4, Bandar Utama Batang Kali,
Selangor dan Precinct 4, Blok E, Taman Mastiara, Kuala Lumpur pada tahun ini. Pada masa yang sama, kerja-kerja
juga telah dimulakan di Fasa ID & IE, Seksyen 4, Bandar Utama Batang Kali, Selangor; Fasa 2, Taman Suria Pendamar,
Klang; Fasa 5, Perkampungan Seri Makhota Aman, Kuantan, Pahang dan Signal Hill Park @ The Peak, Kota Kinabalu,
Sabah.
Pendapatan daripada sektor pembinaan adalah pendorong utama bagi aktiviti-aktiviti Kumpulan. Pembinaan
‘turnkey’ seperti penyempurnaan yang cepat dalam projek Damansara Emas di Kota Damansara merupakan satu
penyumbang besar. Kumpulan sedar bahawa saingan yang hebat masih wujud dalam sektor pembinaan di pasaran
Malaysia pada masa ini, maka Kumpulan akan terus berpegang pada polisinya dalam pemilihan tendernya.
Di sebalik keadaan ekonomi global yang tidak stabil, syarikat bersekutu sektor pembuatan kami, Paling Industries Sdn
Bhd, telah mencatatkan perolehan yang lebih tinggi sebanyak RM32.66 juta, iaitu peningkatan sebanyak 18%
berbanding dengan perolehan sebanyak RM27.77 juta pada tahun 2003. Peningkatan dalam perolehan ini
dikurangkan oleh margin yang lebih rendah akibat daripada ketidaktentuan dalam peningkatan kos bahan mentah;
walaubagaimanpun penghasilan produktiviti berjaya dicapai dengan kadar produktiviti yang tinggi. Keadaan ini telah
menyumbangkan keuntungan yang lebih tinggi sebanyak RM2.78 juta pada tahun ini berbanding RM2.29 juta pada
tahun lepas.
Kumpulan akan meneruskan tumpuan ke atas
aktiviti utama perniagaannya dengan membantu
para pelanggan dari institusi yang berkaitan
melalui “Inisiatif Pembinaan dan Kewangan”,
serta menyediakan secara terperinci senarai
kawasan-kawasan untuk pembangunan masa
depan (sebagai contohnya, penyelesaian hutang
yang disempurnakan baru-baru ini telah
membantu menambahkan jumlah keluasan tanah
Kumpulan seluas 66.7 ekar, di lokasi-lokasi dalam
persekitaran Lembah Klang/Selangor). Pada
tahun-tahun kebelakangan ini, Kumpulan juga
telah memperluaskan lingkungan geografikalnya Taman Mastiara, Kuala Lumpur
melalui formula penempatan kawasan perumahan
baru, atau “Komuniti SBC”, sepertimana yang lebih
dikenali oleh Kumpulan. Kini, kami telah
memulakan usaha ini di lima (5) lokasi di seluruh
negara seperti di kawasan Selangor Barat, Selangor
Utara, ibukota Kuala Lumpur, Kota Kinabalu dan
Kuantan, yang mengutamakan rancangan
pembangunan komuniti yang kukuh.
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Signal Hill Park, Kota Kinabalu
19
PENYATA PENGERUSI EKSEKUTIF
Perkembangan Korporat
Syarikat ini bersama dengan anak-anak syarikatnya, Syarikat Siah Brothers Construction Sdn Bhd (“SSBC”) dan
Mixwell (Malaysia) Sdn Bhd (“Mixwell”) telah menandatangani perjanjian dengan Smart Home Sdn Bhd (SHSB) pada
16 Januari 2004, di mana SHSB telah berjanji untuk melangsaikan kesemua hutangnya kepada SSBC dan Mixwell
yang berjumlah sebanyak RM37,720,372. Hutang tersebut akan diselesaikan dengan memindahkan dan/atau berjaya
memperolehi pemindahan enam (6) tapak pembinaan yang terletak di Batang Kali, Hulu Yam dan Gombak, Selangor;
serta Setapak dan Sungai Besi di Kuala Lumpur.
Cadangan Penyelesaian Hutang ini telah diluluskan oleh para pemegang saham syarikat di Mesyuarat Agung Luar
Biasa yang diadakan pada 16 April 2004. Jawatankuasa Pelaburan Asing juga telah melalui suratnya yang bertarikh
6 April 2004 menyatakan bahawa ia tidak mempunyai bantahan terhadap Cadangan Penyelesaian Hutang tersebut.
Sebagai sebahagian daripada objektif Kumpulan untuk memperkembangkan identitinya, (memandangkan aktiviti
Kumpulan kini telah menjangkaui perniagaan sektor pembinaan), dan pada masa yang sama telah mengekalkan
jenama utamanya di kalangan anak-anak syarikat dalam sektor ini, maka Kumpulan telah mengubah nama syarikat
induk/syarikat pelaburan kepada SBC Corporation Berhad bersampingan dengan versi logo yang terbaru.
Perubahan Lembaga Pengarah
Saya ingin merakamkan penghargaan ikhlas dan terima
kasih kepada Datuk Sim Peng Choon (Pengarah nomini
bagi Permodalan Nasional Berhad) dan Encik Abdul
Rahman Bin A. Shukor yang telah dipilih sebagai Pengarah
alternate kepada Datuk Sim Peng Choon, yang telah
bersara dan berhenti sebagai ahli Lembaga Pengarah
masing-masing, atas sumbangan mereka yang tidak Perkampungan Seri Mahkota Aman, Kuantan
terhingga terhadap kejayaan Kumpulan sepanjang
perkhidmatan mereka.
Saya juga ingin mengambil kesempatan ini untuk
mengalu-alukan kehadiran Dato’ Zainol Abidin Bin Haji A.
Hamid, selaku Pengarah Bukan Eksekutif untuk
Permodalan Nasional Berhad, dan Encik Ahmad Fizal Bin
Othman sebagai Pengarah Bebas Bukan Eksekutif
Kumpulan ini.
Tinjauan Ekonomi Dan Perniagaan Perkampungan Seri Mahkota Aman, Kuantan
Persekitaran luaran dan ekonomi global akan terus dipengaruhi oleh keadaan geopolitik dan ekonomi yang tidak
stabil. Ekonomi Malaysia dianggarkan akan mencatat Keluaran Dalam Negeri Kasar yang sederhana iaitu 6.0%
hingga 6.5% dalam tahun 2004-05, yang berpunca daripada kenaikan eksport dan peningkatan permintaan dalaman,
terutamanya daripada sektor swasta, sementara tindakan pro-pembangunan fiskal dan perangkaan kewangan oleh
pihak kerajaan telah menunjukkan hasilnya.
Industri pembinaan pula dijangka akan meningkat pada kadar 1.5%. Keputusan yang disambut baik dalam
pilihanraya umum yang diadakan baru-baru ini telah memberi kesan positif serta menaikkan lagi sentimen
perniagaan. Keadaan ini mendatangkan kesan yang baik kepada keseluruhan komuniti perniagaan.
P
A
Dengan tinjauan ekonomi yang lebih ceria, prospek untuk sektor pembinaan yang lebih cerah adalah sehaluan
G
dengan keadaan operasi dan perniagaan Kumpulan. Kumpulan akan terus menuruti strateginya untuk menawarkan
E produk-produk pembinaan yang komprehensif daripada perumahan yang mampu dimiliki semua ke projek-projek
20
bertaraf tinggi untuk para pembeli rumah. Namun demikian, Kumpulan akan terus berusaha sedaya upaya
membezakan hasil keluarannya daripada yang lain dari segi rekabentuk, penyempurnaan dalam masa yang
ditetapkan, kemasan bermutu berserta harga yang kompetitif. Kami mengharapkan pencapaian yang memuaskan
dalam tahun akan datang.
PENYATA PENGERUSI EKSEKUTIF
Dividen
Lembaga Pengarah telah mencadangkan
pembayaran dividen tahunan sebanyak 1%
sesaham tolak cukai 28% untuk tahun
kewangan berakhir 31 Mac 2004. Pembayaran
untuk dividen ini akan diumumkan tertakluk
kepada persetujuan para pemegang saham
pada Mesyuarat Agung Tahunan akan datang.
Penghargaan
Saya ingin mengambil kesempatan ini untuk
mengucapkan ribuan terima kasih kepada para
tenaga pekerja di Kumpulan SBC. Kegigihan
anda dalam melaksanakan strategi korporat
SBC melalui usaha yang tidak berbelah bahagi,
komitmen serta kebolehan bekerja secara
kumpulan dalam situasi perniagaan yang
penuh dengan cabaran telah menyumbangkan
kejayaan yang tinggi kepada Kumpulan ini.
Akhirnya, saya juga ingin menyatakan
penghargaan kami kepada para pemegang
saham, para pelanggan, rakan-rakan
perkongsian, rakan-rakan perniagaan, ahli-ahli
bank dan pihak kerajaan atas kepercayaan dan
sokongan mereka terhadap pihak Lembaga dan
pengurusan.
Sekian, terima kasih.
Sia Kwee Mow @ Sia Hok Chai
JMN, FFB, FCIOB, FAIB
Pengarah Eksekutif
10 Ogos 2004
Produk-produk Keluaran Paling
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statement of corporate governance
STATEMENT OF CORPORATE GOVERNANCE as at 8 August 2004
The Board of Directors of SBC Corporation Berhad remains firmly committed towards ensuring the highest standard
of corporate governance is maintained throughout the Company and its subsidiaries (“the Group”). Hence, the Board
is fully dedicated to continuously evaluating the Group’s corporate governance practices and procedures with a view
to ensure the principles and best practices in corporate governance as promulgated by the Malaysian Code on
Corporate Governance (“the Code”) is applied and adhered to in the best interests of the stakeholders.
This disclosure statement sets out the manner in which the Group has applied and complied with the Principles of
the Code and the extent of compliance with Best Practices as set out in Part 1 and 2 of the Code.
BOARD OF DIRECTORS
Composition and Balance
As at the date of this statement, the Board consists of 7 members, comprising 3 independent non-executive
Directors, 2 non-executive Directors and 2 executive Directors which satisfies Bursa Malaysia Securities Berhad
(“Bursa Securities”) Listing Requirements of having at least 2 Directors or 1/3 of the Board whichever is higher, who
are independent Directors.
The Group is led by an experienced Board. The Directors are from diverse backgrounds and have a wide range of skills
and experience relevant to managing and directing the Group’s operations. The Executive Directors are responsible
for implementing policies of the Board, overseeing the Group’s operations and developing the Group’s business
strategies. The role of the Independent Non-Executive Directors is to provide objective and independent judgement
to the decision making of the Board and as such, provide an effective check and balance to the Board’s decision
making process.
The Board is satisfied that the current Board composition fairly reflects the investment of minority shareholders in
the Company and represents the needed mix of skills and experience required to discharge the Board’s duties and
responsibilities. Furthermore, no individual Director or group of Directors can dominate the Board’s decision making
process.
The profiles of the members of the Board are set out in this Annual Report under the section named Profile of the
Directors.
Duties and Responsibilities
The Board recognises its key role in charting the strategic direction, development and control of the Group and has
adopted the specific responsibilities that are listed in the Code, which facilitates the discharge of the Board’s
stewardship responsibilities.
The roles of the Chairman and Managing Director are clearly distinct to ensure that there is a balance of power and
authority. The Chairman is primarily responsible for the working of the Board, its membership and participation of
the members at the Board meetings. The Managing Director is responsible for the daily management of the Group’s
business operations and implementation of policies and strategies adopted by the Board.
Dato’ Lim Phaik Gan is the senior independent non-executive director to whom concerns may be conveyed.
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STATEMENT OF CORPORATE GOVERNANCE
Board Meetings
Normally, the Board meets at least 4 times in a financial year with additional meetings convened to deliberate on
urgent and significant matters where decisions need to be taken between the scheduled Board meetings. During the
financial year ended 31 March 2004, the Board met 6 times where it deliberated on and considered matters relating
to the Group’s financial performance, significant investments, corporate development, strategic issues and business
plan. Details of each Director’s attendance of Board meetings are set out below.
Name of Director Designation No. of meetings attended
Sia Kwee Mow @ Sia Hok Chai Executive Chairman 6
Sia Teong Heng Managing Director 5
Mun Chong Shing @ Mun Chong Tian Non-Executive Director 6
Dato’ Lim Phaik Gan Independent Non-Executive Director 6
Dato’ Dr. Norraesah Bt. Haji Mohamad Independent Non-Executive Director 6
Dato’ Zainol Abidin Bin Haji A. Hamid Non-Executive Director 3
(appointed on 10 October 2003)
Ahmad Fizal Bin Othman Independent Non-Executive Director Not Applicable
(appointed on 24 February 2004)
Datuk Sim Peng Choon Non-Executive Director 1
(resigned on 19 August 2003)
Abdul Rahman Bin A. Shukor Non-Executive Director Nil
(ceased on 19 August 2003)
(alternate to Datuk Sim Peng Choon)
Vincent Koh Kok Kee Independent Non-Executive Director 1
(resigned on 31 May 2003)
The Board members have unrestricted and timely access to all information necessary for the discharge of their
responsibilities. All Directors are provided with all relevant information and reports on financial, operational,
corporate, regulatory, business development by way of Board papers or upon specific request for informed decision
making and effective discharge of their duties. These documents are comprehensive and include qualitative and
quantitative information to enable the Board members to make informed decisions. Notice of Board Meetings and
board papers are provided to directors in advance so that meaningful deliberation and sound decisions can be made
at Board meetings. All proceedings of the Board meetings are minuted by the Company Secretary.
There is a formal schedule of matters reserved specifically for Board’s decision, these include approval of key policies,
significant acquisitions and disposals of assets, significant investments and approval of budgets and corporate plans.
To assist in the discharge of their responsibilities and duties, all Directors have access to the advice and services of
the Company Secretary. If required, the Directors may engage independent professionals at the Group’s expense, in
the furtherance of their duties.
Re-election and Re-appointment of Directors
In accordance with the Company’s Articles of Association, one third of the Directors shall retire by rotation from
office and be eligible for re-election at the annual general meeting and all Directors appointed by the Board are
subject to re-election by shareholders at the first opportunity after their appointment. Furthermore, each Director
shall retire from office at least once in every three years. Directors who are of or over the age of seventy years shall
also retire from office and be eligible for re-appointment at the annual general meeting pursuant to Section 129 (6)
of the Companies Act, 1965.
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STATEMENT OF CORPORATE GOVERNANCE
BOARD OF DIRECTORS (CONT’D)
Directors’ Training
All members of the Board have attended the Mandatory Accrediation Programme (MAP). The Board will ensure that
all its members continue to attend training programmes and seminars to keep abreast with the relevant
developments on a continuous basis in compliance with the Bursa Securities Practice Note No. 15/2003.
For new Directors, a familiarisation program will be conducted for them. This includes a presentation of the Group’s
operations by senior management and visits to the existing project sites.
Board Committees
The Board has delegated certain of its responsibilities to three committees. These are the Audit, the Nomination and
the Remuneration Committees. All Board committees are provided with written terms of reference.
AUDIT COMMITTEE
The report of the Audit Committee is set out on pages 32 to 36 of this annual report.
NOMINATION COMMITTEE (“NC”)
The members of the NC at the date of this report and their attendance at the meetings held during the financial year
ended 31 March 2004 are as follows:
No. of meetings
held during the No. of
financial year ended meetings
31 March 2004 attended
Dato’ Lim Phaik Gan - Chairperson (Independent Non-Executive Director) 2 2
Dato’ Dr Norraesah Bt Haji Mohamad (Independent Non-Executive Director) 2 2
Mun Chong Shing @ Mun Chong Tian (Non-Executive Director) 2 2
Ahmad Fizal Bin Othman (Independent Non-Executive Director) 2 Not Applicable
(appointed on 24 February 2004)
Vincent Koh Kok Kee (Independent Non-Executive Director) 2 1
(resigned on 31 May 2003)
The terms of reference of the NC are as follows:
(a) Membership
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist
exclusively of Non-Executive Directors, with a minimum of 3, a majority of whom are independent.
The members of the Committee shall elect the Chairman from among their number who shall be an
Independent Director.
P In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly or
A a majority of whom must be Independent Directors.
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(b) Frequency of meetings
24
Meetings shall be held not less than once a year. The Company Secretary shall be the Secretary of the
Committee.
STATEMENT OF CORPORATE GOVERNANCE
NOMINATION COMMITTEE (“NC”) (CONT’D)
(c) Authority
The Committee is to recommend new nominees for the Board and the board committees and to assess Directors
on an on-going basis. The actual decision as to who shall be nominated should be the responsibility of the full
Board after considering the recommendations of the Committee.
(d) Duties
The duties of the Committee shall be:
(i) to recommend to the Board, candidates for all directorships and in doing so, preference shall be given to
shareholders or existing Board members and candidates proposed by the Chief Executive Officer and,
within the bounds of practicability, by any other senior executive or any director or shareholder may also
be considered.
(ii) to recommend to the Board, Directors to fill the seats on board committees.
(iii) to review annually, on behalf of the Board, the required mix of skills, experience and other qualities,
including core competencies, which Non-Executive Directors should bring to the Board.
(iv) to carry out annually, on behalf of the Board, the assessment of the effectiveness of the Board as a whole,
the board committees and the contribution of each Director.
(e) Reporting procedures
The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
At the meetings of the NC during the financial year ended 31 March 2004, the Chairperson was elected from
amongst its members and the following matters were considered and resolved:
(a) re-appointment and re-election of Directors at the Annual General Meeting;
(b) mix of skills, experience and qualities of all Directors;
(c) the effectiveness of the Board and the contribution from each Board member; and
(d) nominees for appointment to the Board and board committees
REMUNERATION COMMITTEE (“RC”)
The members of the RC at the date of this report and their attendance at the meetings convened during the financial
year ended 31 March 2004 are as follows:
No. of meetings
held during the No. of
financial year ended meetings
31 March 2004 attended
Dato’ Zainol Abidin Bin Haji A. Hamid (Non-Executive Director) 1 Not Applicable
(appointed on 24 February 2004 and
was elected Chairman on 27 May 2004)
Dato’ Dr Norraesah Bt Haji Mohamad (Independent Non-Executive Director) 1 1 P
Dato’ Lim Phaik Gan (Independent Non-Executive Director) 1 1 A
Datuk Sim Peng Choon (Non-Executive Director) 1 Not Applicable G
E
(resigned on 19 August 2003)
Sia Teong Heng (Managing Director) 1 1 25
STATEMENT OF CORPORATE GOVERNANCE
REMUNERATION COMMITTEE (“RC”) (CONT’D)
The terms of reference of the RC are as follows:
(a) Membership
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist
of at least 3 directors, wholly or a majority of whom are Non-Executive Directors.
The members of the Committee shall elect the Chairman from among their number who shall be a
Non-Executive Director.
In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly or
a majority of whom must be Non-Executive Directors.
(b) Frequency of meetings
Meetings shall be held not less than once a year. The Company Secretary shall be the Secretary of the
Committee.
(c) Authority
The Committee is authorized to draw from outside advice as and when necessary in forming its
recommendation to the Board on the remuneration of the Executive Directors in all its forms. Executive
Directors should play no part in decisions on their own remuneration and should abstain from discussion of
their own remuneration.
The determination of the remuneration packages of the Non-Executive Directors, including Non-Executive
Chairman, should be a matter for the Board as a whole. The individuals concerned should abstain from
discussion of their own remuneration.
(d) Duties
The duty of the Committee is to recommend to the Board the structure and level of remuneration of Executive
Directors.
(e) Reporting procedures
The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
During the financial year ended 31 March 2004, the RC met once to consider the remuneration of the Executive
Chairman and Managing Director for 2004.
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STATEMENT OF CORPORATE GOVERNANCE
DIRECTORS’ REMUNERATION
The details of the remuneration of each Director during the financial year ended 31 March 2004 are as follows:
(a) Total Remuneration
Basic Benefits- Attendance
Salary Bonuses Fees in-kind Fee Total
RM RM RM RM RM RM
Executive
Sia Kwee Mow @ Sia Hok Chai 443,520 - - 16,925 - 460,445
Sia Teong Heng 336,000 - - - 336,000
Non Executive
Mun Chong Shing @ Mun Chong Tian - - 12,000 - 2,400 14,400
Dato’ Lim Phaik Gan - - 12,000 - 3,600 15,600
Dato’ Dr. Norraesah Bt. Haji Mohamad - - 13,000 - 3,900 16,900
Dato’ Zainol Abidin Bin Haji A. Hamid - - 6,000 - 600 6,600
(appointed on 10 October 2003)
Ahmad Fizal Bin Othman - - 2,000 - - 2,000
(appointed on 24 February 2004)
Datuk Sim Peng Choon - - 5,000 - 600 5,600
(resigned on 19 August 2003)
Abdul Rahman Bin A. Shukor - - - - - -
(ceased on 19 August 2003)
(alternate to Datuk Sim Peng Choon)
Vincent Koh Kok Kee - - 2,000 - 900 2,900
(resigned on 31 May 2003)
Total 779,520 - 52,000 16,925 12,000 860,445
(b) Directors’ remuneration by bands
Executive Non-Executive Total
Nil - - -
RM1 to RM50,000 - 7 7
RM50,001 to RM100,000 - - -
RM100,001 to RM150,000 - - -
RM150,001 to RM200,000 - - -
RM200,001 to RM250,000 - - -
RM250,001 to RM300,000 - - -
RM300,001 to RM350,000 1 - 1
RM350,001 to RM400,000 - - -
RM400,001 to RM450,000 - - -
RM451,000 to RM500,000 1 - 1
Total 2 7 9
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STATEMENT OF CORPORATE GOVERNANCE
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board is responsible for presenting a balanced and meaningful assessment of the Group’s financial performance
and prospects primarily through the annual report/financial statements and quarterly announcements of the Group’s
results.
The Responsibility Statement by the Directors pursuant to Bursa Securities Listing Requirements is set out on page
13.
Internal Control
The Group’s Statement on Internal Control is set out on pages 30 to 31.
Relationship with Auditors
The role of the Audit Committee in relation to the external auditors is explained in the Audit Committee Report.
The Group has paid RM25,000 of non-audit fees to the external auditors for the financial year ended 31 March 2004.
Relationship with Shareholders and Investors
The primary tools of communication with the shareholders of the Company are through the annual report,
announcements through Bursa Securities and circulars. All queries from shareholders and members of public received
through phone calls or letters are handled by the Executive Directors, Group Chief Financial Officer and Company
Secretary.
At the annual general meeting and extraordinary general meeting, the Chairman gives shareholders ample
opportunity to participate through questions on the prospects, performance of the Group and other matters of
concern to them with the Board.
ADDITIONAL COMPLIANCE INFORMATION
In conformance with the requirements of Bursa Securities, the following compliance information is provided:
Revaluation Policy on Landed Properties
The Group’s landed properties are stated at cost. There is no policy of regular revaluation of its landed properties as
at the end of the financial year ended 31 March 2004.
Material Contracts Involving Directors’ and Substantial Shareholders’ Interest
Proposed Debts Settlement Totalling RM37,720,372 By Smart Home Sdn Bhd To Syarikat Siah Brothers Construction
Sdn Bhd And Mixwell (Malaysia) Sdn Bhd, being wholly-owned Subsidiaries Of SBC Corporation Berhad (“Proposed
Debt Settlement”).
SBC Corporation Berhad (“SBC”) and its wholly-owned subsidiaries, Syarikat Siah Brothers Construction Sdn Bhd
(“SSBC”) and Mixwell (Malaysia) Sdn Bhd (“Mixwell”), had on 16 January 2004 entered into a deed of settlement
with Smart Home Sdn Bhd (“SHSB”) whereby SHSB has agreed to settle the entire indebtedness amounting to
P RM37,720,372 (“Indebtedness”) owing by SHSB to Mixwell and SSBC collectively.
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STATEMENT OF CORPORATE GOVERNANCE
ADDITIONAL COMPLIANCE INFORMATION (CONT’D)
Material Contracts Involving Directors’ and Substantial Shareholders’ Interest (Cont’d)
Mr Sia Kwee Mow @ Sia Hok Chai (“SKM”) is the Executive Chairman and a major shareholder of SBC. He is also a
major shareholder of SHSB. Accordingly, he is deemed interested in the Proposed Debt Settlement.
Mr Sia Teong Heng (“STH”) is the son of SKM. He is the Managing Director and also a major shareholder of SBC.
Accordingly, he is deemed interested in the Proposed Debt Settlement by virtue of him being a person connected to
SKM pursuant to Section 122A of the Companies Act, 1965.
LOM Holdings Sdn Bhd (“LOM”) is a major shareholder of SBC and is connected to SKM and STH by virtue of Section
122A of the Companies Act, 1965 as SKM and STH are major shareholders of LOM. Evergreen Legacy Sdn Bhd
(“Evergreen”), a wholly-owned subsidiary of LOM, is also a major shareholder of SBC. Accordingly, LOM and Evergreen
are deemed interested in the Proposed Debt Settlement.
The Indebtedness was mainly in relation to a property development project of residential houses undertaken in
Bandar Utama Batang Kali for which Mixwell, as the turnkey contractor for the said project, appointed SHSB as the
main contractor and SHSB in turn appointed SSBC as the works contractor. The indebtedness comprises the
following:
Indebtedness Owing To Amount Owing (RM)
Construction work done by SSBC for SHSB SSBC 8,224,762
Payments made on behalf of SHSB by Mixwell to subcontractors
of SHSB for construction work done for SHSB Mixwell 20,173,275
Management fees payable by SHSB to Mixwell Mixwell 8,700,000
Payments made on behalf of SHSB by Mixwell for operating
expenses incurred by SHSB Mixwell 622,335
37,720,372
SHSB shall settle the indebtedness in kind by transferring and/or procuring the transfer of six (6) parcels of land
located at Batang Kali, Selangor; Setapak, Kuala Lumpur; Gombak, Selangor; Hulu Yam, Selangor; and Sungei Besi,
Kuala Lumpur totaling RM37,828,242, to SBC and/or its nominee(s).
The Proposed Debt Settlement was approved by the shareholders of the Company at the Extraordinary General
Meeting held on 16 April 2004. The Foreign Investment Committee (“FIC”) has via its letter dated 6 April 2004, which
was received on 6 May 2004, notified that it has no objection to the Proposed Debt Settlement.
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statement on internal control
STATEMENT ON INTERNAL CONTROL
INTRODUCTION
In accordance with paragraph 15.27 (b) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”), the Board of SBC Corporation Berhad (“herein known as the Company”) is pleased to include a statement
on the state of the Company’s internal controls as guided by the Bursa Securities’ Statement on Internal Control:
Guidance for Directors of Public Listed Companies (“the Guidance”). The statement below outlines the nature and
scope of the internal controls of the Group during the financial year ended 31 March 2004.
BOARD RESPONSIBILITY
The Board affirms its responsibility for the Company’s system of internal controls, inclusive of the risk management
framework, and for reviewing the adequacy and integrity of the internal control system to ensure that shareholders’
interests and investment are safeguarded. In this regard, the responsibility of reviewing the adequacy and integrity
of the internal control system has been delegated to the Audit Committee, which is empowered by its terms of
reference to seek the assurance on the adequacy and integrity of the internal control system through independent
reviews conducted by the internal audit function, external auditors and management.
Due to inherent limitations to any system on internal controls, Management can only put into effect an internal
control system which is designed to reduce rather than eliminate all the risks that may impede the achievement of
the Company’s business objectives. Therefore, the internal control system can only provide reasonable and not
absolute assurance against material misstatement or loss.
RISK MANAGEMENT FRAMEWORK
The Board maintains an ongoing commitment to strengthen the Group’s control environment and processes. Key risks
relating to the Group’s operations and strategic and business plans are addressed at daily / weekly / monthly
meetings attended by Senior Management and key staff. The responsibility of managing the risks of each department
lies with the respective Heads of Department and it is during these meetings, significant risks identified and the
corresponding internal controls implemented are communicated to Senior Management.
Management with the existence of external consultants has updated risk profile of the Group. The updated risk
profile was presented to the Audit Committee on 24 August 2004.
The above is the description of the processes adopted by Management to identify and manage the Group’s risks.
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STATEMENT ON INTERNAL CONTROL
OTHER KEY ELEMENTS OF INTERNAL CONTROLS
The other key elements of the Group’s internal control systems are:
• The independent internal audit function reports directly to the Audit Committee. Based on their review during
the financial year ended 31 March 2004, the Board is pleased to report that there were no major weaknesses
noted in the areas audited. All recommendations proposed by the internal audit function in improving the
internal controls are considered and implemented in concert with Management.
• Monthly management meetings convened to discuss the Group’s operations and performance. This includes the
monthly monitoring of results against budget, with significant variance explained and appropriate action
taken.
• Daily/weekly staff meetings convened to discuss the progress of projects.
• Clear lines of responsibilities and authority limits of all departments. This internal control acts as a check and
balance.
• Tender Committee approves the involvement of the Group in any property development and construction
projects. A minimum number of three quotations are called for and tenders are awarded based on factors such
as track record, quality and speed of delivery.
• A sound financial system that captures every single financial transaction. From this data captured, the Group
produces consolidated monthly management accounts and quarterly performances, which allow the
management to focus on areas of concern.
• Regular site visits by members of the senior management team.
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audit committee report
AUDIT COMMITTEE REPORT
The Board of SBC Corporation Berhad is pleased to present the Audit Committee Report for the financial year ended
31 March 2004.
COMPOSITION AND MEETINGS
At the date of this report, the Audit Committee comprises of the following members and details of attendance of
each member at the Audit Committee meetings held during the financial year ended 31 March 2004 are as follows:
Number of meetings held
during the financial year Attendance
ended 31 March 2004 of meetings
Chairperson: Dato’ Dr. Norraesah Bt. Haji Mohamad 4 4
(Independent Non-Executive Director)
Members: Dato’ Lim Phaik Gan (appointed on 19 August 2003) 4 3
(Independent Non-Executive Director)
Sia Teong Heng (appointed on 19 August 2003) 4 3
(Managing Director)
Ahmad Fizal Bin Othman (appointed on 24 February 2004) 4 Not Applicable
(Independent Non-Executive Director)
Datuk Sim Peng Choon (resigned on 19 August 2003) 4 1
(Non-Executive Director)
Vincent Koh Kok Kee (resigned on 31 May 2003) 4 1
(Independent Non-Executive Director)
The Audit Committee, normally, meets 4 times during the financial year with additional meetings convened between
scheduled meetings, if necessary, to deliberate on urgent and significant matters.
The Group Chief Financial Officer, the outsourced internal auditor and the external auditors attended the meetings
at the invitation of the Audit Committee, where considered necessary. The Company Secretary is responsible for
distributing the agenda of the meetings and relevant information to the Audit Committee members well in advance
of their meetings, and recording the proceedings of the Audit Committee meetings.
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AUDIT COMMITTEE REPORT
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
The following activities were undertaken by the Audit Committee during the financial year ended 31 March 2004:
(a) Discussed and reviewed the external auditors’ plan, scope and nature of work, results of their audit.
(b) Reviewed the report of the external auditors in relation to their findings and accounting issues arising from
the audit of the Group’s annual financial results.
(c) Reviewed the unaudited quarterly report on the consolidated results of the Group for the quarters ended 31
March 2003, 30 June 2003, 30 September 2003 and 31 December 2003.
(d) Reviewed related party transactions and conflicts of interest situation that may arise within the Group.
(e) Approved the internal audit plan and reviewed the internal audit reports prepared by the outsourced internal
audit function in conjunction with their execution of the approved internal audit plan and the follow up on
the remedial actions implemented by Management in respect of the internal control weaknesses identified.
(f) Noted new developments in accounting standard issued by the Malaysian Accounting Standards Board.
(g) Reviewed compliance with certain government and authorities regulations.
(h) Assessed the performance of the Company’s financial management.
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION
The internal audit function of the Group is outsourced to external consultants and they are responsible for assisting
the Audit Committee through the execution of the approved internal audit plan to ensure that the Group’s internal
controls system is adequately and operating effectively.
During the financial year ended 31 March 2004, the areas reviewed by the internal audit function were as follows:
(a) Documentation maintenance and custodian;
(b) Launch of projects;
(c) Sales administration processing;
(d) Progress of construction;
(e) Processing of collections;
(f) Property management;
(g) Reviewed and updated the risk profile of the Group; and
(h) Cash flow management.
A number of minor internal control weaknesses were identified, all of which have been appropriately addressed and
none have resulted in material losses, contingencies or uncertainties that would require disclosure in the annual
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AUDIT COMMITTEE REPORT
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION (CONT’D)
The internal audit plan for 2004/2005 was presented to the Audit Committee for review and approval subsequent to
the financial year ended 31 March 2004 and covers the following areas:
(i) Procurement of services;
(ii) Pre-development processes;
(iii) Sales administration processes;
(iv) Monitoring of the progress of construction;
(v) Handover procedures and complaint management;
(vi) Billings and collection procedures;
(vii) Related party transactions;
(viii) Property management; and
(ix) Assist in the update of the risk profile.
The abovementioned areas to be reviewed are applicable for the Group’s projects which are located in Kuantan, Kota
Kinabalu, Klang and Jalan Ipoh, Kuala Lumpur.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
Membership
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at
least 3 directors, a majority of whom are independent. At least one member of the Committee must be:
(i) a member of the Malaysian Institute of Accountants (“MIA”); or
(ii) if he is not a member of the MIA, he must have at least 3 years working experience and
• he must have passed the examinations specified in Part I of the 1st Schedule to the Accountant Act,
1967; or
• he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule
to the Accountants Act, 1967.
The members of the Committee shall elect a Chairman from amongst their number who shall be an independent
director. In order to form a quorum in respect of a meeting of the Committee, the majority of the members present
must be independent directors.
Attendance At Meeting
The Group Chief Financial Officer, the Head of Internal Audit and a representative of the external auditors shall
normally attend meetings. Other directors and employees of the Company may attend meetings at the Committee’s
P invitation. However, at least once a year the Committee shall meet with the external auditors without any executive
A director present.
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The Company Secretary shall be the secretary of the Committee.
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AUDIT COMMITTEE REPORT
TERMS OF REFERENCE OF THE AUDIT COMMITTEE (CONT’D)
Frequency Of Meetings
Meetings shall be held not less than four times a year. The external auditors may request a meeting if they consider
that one is necessary.
Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised
to seek any information it requires from any employee and all the employees are directed to cooperate with any
request made by the Committee.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to
secure the attendance of an outsider with relevant experience and expertise, if it considers this necessary.
Duties
The duties of the Audit Committee shall be:
(1) To consider the appointment of the external auditors, the audit fees and any questions of nomination,
resignation or dismissal.
(2) To discuss with the external auditors before the audit commences the nature and scope of the audit and ensure
co-ordination where more than one audit firm is involved.
(3) To discuss with the external auditors the evaluation of the system of internal controls, audit report and ensure
assistance given by the employees to the external auditors.
(4) To review the quarterly and year-end financial statements before submission to the Board, focusing particularly
on:
• any changes or implementation of charges in accounting policies and practices;
• major judgement areas;
• significant adjustments arising from the audit;
• significant and unusual events;
• the going concern assumption;
• compliance with accounting standards; and
• compliance with stock exchange and legal requirements.
(5) To discuss problems and reservations arising from the interim and final audits and any matters the external
auditor may wish to discuss in the absence of management, where necessary.
(6) To review the external auditors’ management letter and management’s response.
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AUDIT COMMITTEE REPORT
TERMS OF REFERENCE OF THE AUDIT COMMITTEE (CONT’D)
Duties (Cont’d)
(7) To do the following where an internal audit function exists:
• review the adequacy of the scope, functions and resources of the internal audit function and that it has
the necessary authority to carry out its work.
• review the internal audit programme and processes and results of the internal audit programme,
processes and investigation and where necessary, ensure that appropriate action is taken on the
recommendations of the internal audit function.
• review any appraisal or assessment of the performance of the members of the internal audit function.
• approve the appointment or termination of senior staff members of the internal audit function.
• inform itself of resignations of internal audit staff members and provide the resigning staff member an
opportunity to submit his reasons for resigning.
(8) To consider any related party transactions and conflict of interest situations that may arise within the Company
or Group including any transaction, procedure or course of conduct that raises questions of management
integrity.
(9) To consider the findings of internal investigations and management’s response and ensure co-ordination
between internal and external auditors.
(10) To consider other topics, as defined by the Board.
Reporting Procedure
The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
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financial statements
directors’ report 38
statement by directors 44
statutory declaration 44
report of the auditors 45
balance sheets 46
income statements 48
statements of changes in equity 49
cash flow statements 50
notes to the financial statements 53
directors’ report
DIRECTORS’ REPORT
The directors hereby submit their report and the audited financial statements of the Group and of the Company for
the financial year ended 31 March 2004.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and the provision of management and
administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note 6 to the
financial statements. There have been no significant changes in the nature of these activities during the financial
year.
CHANGE OF NAME
On 21 October 2003, the Company changed its name from Siah Brothers Corporation Berhad to SBC Corporation
Berhad.
RESULTS
THE GROUP THE COMPANY
RM RM
Profit/(Loss) after taxation for the financial year 2,072,995 (352,434)
DIVIDENDS
Since the end of the previous financial year, the Company paid a dividend of 5.5% per Irredeemable Convertible
Cumulative Preference Share (“ICCPS”) less 28% tax amounting to RM270,587 in respect of the previous financial
year, in accordance with the terms of issue of the ICCPS and a first and final dividend of 1% per ordinary share less
28% tax amounting to RM544,330 in respect of the previous financial year.
For the current financial year,
(a) the directors have declared the payment of a dividend of 5.5% per ICCPS less 28% tax amounting to
RM270,587, in accordance with the terms of issue of the ICCPS; and
(b) the directors recommend the payment of first and final dividend of 1% per ordinary share less 28% tax
amounting to RM593,532.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the
financial statements.
ISSUES OF SHARES AND DEBENTURES
During the financial year,
P
A (a) there were no changes in the authorised and issued and paid-up capital of the Company; and
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(b) there were no issues of debentures by the Company.
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DIRECTORS’ REPORT
EMPLOYEE SHARE OPTION SCHEME (“ESOS”)
Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to subscribe for new
shares of RM1 each in the Company at an exercise price of RM1.40 per share is as follows:
NUMBER OF ORDINARY SHARES OF
RM1 EACH UNDER OPTION
At 1 April 2003 1,664,000
Lapsed during the financial year due to:
- exercised during the financial year -
- staff resignation (174,000)
At 31 March 2004 1,490,000
The salient features of the ESOS are as follows:
(i) eligible employees are employees who have served in the employment of any company within the Group for at
least one year of continuous service;
(ii) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of the total issued
and paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS which
shall be in force for a period of 5 years from the date of offer;
(iii) the possible allocation for any single eligible employee during the existence of the ESOS shall not be less than
1,000 or more than 450,000 shares subject to the maximum allowable allocation according to their respective
categories;
(iv) the subscription price was based on the weighted average market price of the shares as shown in the Daily
Official List of the Bursa Malaysia Securities Berhad for the 5 market days prior to the date of offer with an
allowance for a discount of not more than 10% therefrom or at par value, whichever is higher; and
(v) the shares to be allotted upon any exercise of an option will, upon allotment, rank pari passu in all respects
with the existing issued and paid-up ordinary shares of the Company.
OPTIONS GRANTED OVER UNISSUED SHARES
During the financial year, no options were granted by the Company to any person to take up any unissued shares in
the Company, other than the existing options under the ESOS and Transferable Subscription Rights (“TSRs”). The
Company issued a total of 17,076,200 TSRs, the expiry date of which had been extended to 20 February 2004. The
TSRs entitle the holders thereof the right to subscribe for new ordinary shares of RM1 each on the basis of 1 new
ordinary share of RM1 each for every TSR held at a pre-determined subscription price of RM3.50 per share.
During the financial year, none of the subscription rights under the TSRs were exercised and the TSRs expired on
20 February 2004.
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DIRECTORS’ REPORT
BAD AND DOUBTFUL DEBTS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps
to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts, and satisfied themselves that there are no known bad debts and that adequate allowance had been
made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad
debts, or additional allowance for doubtful debts in the financial statements of the Group and of the Company.
CURRENT ASSETS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps
to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of
business, including their values as shown in the accounting records of the Group and of the Company, have been
written down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed
to the current assets in the financial statements of the Group and of the Company misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render
adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading
or inappropriate.
CONTINGENT AND OTHER LIABILITIES
The contingent liabilities of the Company are disclosed in Note 43 to the financial statements. At the date of this
report, there does not exist:
(a) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year
which secures the liabilities of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability of the Group and of the Company has become enforceable or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the
directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when
they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
or the financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.
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DIRECTORS’ REPORT
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company during the financial year were not, in the opinion of
the directors, substantially affected by any item, transaction or event of a material and unusual nature.
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially
the results of the operations of the Group and of the Company for the financial year.
DIRECTORS
The directors who served since the date of the last report are as follows:
SIA KWEE MOW @ SIA HOK CHAI
SIA TEONG HENG
MUN CHONG SHING @ MUN CHONG TIAN
DATO’ LIM PHAIK GAN
DATO’ DR. NORRAESAH BT HAJI MOHAMAD
DATUK SIM PENG CHOON (RESIGNED ON 19.8.2003)
ABDUL RAHMAN BIN A. SHUKOR (ALTERNATE TO DATUK SIM PENG CHOON; CEASED ON 19.8.2003)
DATO’ ZAINOL ABIDIN BIN HAJI A. HAMID (APPOINTED ON 10.10.2003)
AHMAD FIZAL BIN OTHMAN (APPOINTED ON 24.2.2004)
Pursuant to Section 129 of the Companies Act, 1965, Sia Kwee Mow @ Sia Hok Chai and Dato’ Lim Phaik Gan retire
at the forthcoming Annual General Meeting and offer themselves for re-appointment under the provisions of Section
129(6) of the said Act to hold office until the next Annual General Meeting of the Company.
Pursuant to Article 77 of the Articles of Association of the Company, Sia Teong Heng retires by rotation at the
forthcoming Annual General Meeting and, being eligible, offers himself for re-election.
Pursuant to Article 84 of the Articles of Association of the Company, Dato’ Zainol Abidin Bin Haji A. Hamid and
Ahmad Fizal Bin Othman retire at the forthcoming Annual General Meeting and offer themselves for re-election.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors holding office at the end of the
financial year, in shares, TSRs and options under the ESOS in the Company during the financial year are as follows:
NUMBER OF ORDINARY SHARES OF RM1 EACH
AT AT
1.4.2003 BOUGHT SOLD 31.3.2004
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI 1,480,800 - - 1,480,800
SIA TEONG HENG 334,992 993,000 - 1,327,992
MUN CHONG SHING @ MUN CHONG TIAN 21,782 - - 21,782
DATO’ LIM PHAIK GAN 11,000 - (11,000) -
INDIRECT INTERESTS P
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SIA KWEE MOW @ SIA HOK CHAI 19,498,523 - - 19,498,523 G
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SIA TEONG HENG 19,498,523 - - 19,498,523
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DIRECTORS’ REPORT
DIRECTORS’ INTERESTS (CONT’D)
TSRs
AT AT
1.4.2003 BOUGHT EXPIRED 31.3.2004
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI 3,078,500 - (3,078,500) -
DATO’ DR. NORRAESAH BT HAJI MOHAMAD 4,000 - (4,000) -
MUN CHONG SHING @ MUN CHONG TIAN 12,500 - (12,500) -
INDIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI 1,746,780 - (1,746,780) -
SIA TEONG HENG 1,746,780 - (1,746,780)
NUMBER OF ORDINARY SHARES OF RM1 EACH
UNDER OPTION
AT AT
1.4.2003 GRANTED EXERCISED 31.3.2004
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI 450,000 - - 450,000
SIA TEONG HENG 350,000 - - 350,000
By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are deemed to have
interests in the shares in the subsidiaries to the extent of the Company’s interests, in accordance with Section 6A of
the Companies Act, 1965.
None of the other directors holding office at the end of the financial year had any interests in shares, TSRs or options
under the ESOS of the Company or its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other
than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown
in 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 the director or with a firm of which the director is a member, or with
a company in which the director has a substantial financial interest except for any benefits which may be deemed
to arise from transactions entered into in the ordinary course of business with companies in which certain directors
have substantial financial interests as disclosed in Note 42 to the financial statements.
Neither during nor at the end of the financial year was the Company or its subsidiaries a party to any arrangements
whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of
the Company or any other body corporate except for the share options granted pursuant to the ESOS.
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DIRECTORS’ REPORT
SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE
The significant event subsequent to the balance sheet date involving the Group and the Company is disclosed in
Note 45 to the financial statements.
AUDITORS
The auditors, Messrs. Horwath, have expressed their willingness to continue in office.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS
Sia Kwee Mow @ Sia Hok Chai
Mun Chong Shing @ Mun Chong Tian
Kuala Lumpur
20 July 2004
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statement by directors
STATEMENT BY DIRECTORS
We, Sia Kwee Mow @ Sia Hok Chai and Mun Chong Shing @ Mun Chong Tian, being two of the directors of
SBC Corporation Berhad (formerly known as Siah Brothers Corporation Berhad), state that, in the opinion of the
directors, the financial statements set out on pages 46 to 87 are drawn up in accordance with applicable approved
accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view
of the state of affairs of the Group and of the Company at 31 March 2004 and of their results and cash flows for
the financial year ended on that date.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS
Sia Kwee Mow @ Sia Hok Chai Mun Chong Shing @ Mun Chong Tian
Kuala Lumpur
20 July 2004
statutory declaration
STATUTORY DECLARATION
I, Ng Kee Chye, I/C No. 640324-06-5691, being the officer primarily responsible for the financial management of
SBC Corporation Berhad (formerly known as Siah Brothers Corporation Berhad), do solemnly and sincerely declare
that the financial statements set out on pages 46 to 87 are, to the best of my knowledge and belief, 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
Ng Kee Chye, I/C No. 640324-06-5691,
at Kuala Lumpur in the Federal Territory
on this 20 July 2004
Ng Kee Chye
Before me,
Haron Hashim (W128)
Commissioner for Oaths
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20 July 2004
report of the auditors
to the members of SBC Corporation Berhad
(Formerly known as Siah Brothers Corporation Berhad)
REPORT OF THE AUDITORS
We have audited the financial statements set out on pages 46 to 87. The preparation of the financial statements is
the responsibility of the Company’s directors. Our responsibility is to express an opinion on the financial statements
based on our audit.
We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require
that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material
misstatement. Our audit included examining, on a test basis, evidence relevant to the amounts and disclosures in the
financial statements. Our audit also included an assessment of the accounting principles used and significant
estimates made by the directors as well as evaluating the overall adequacy of the presentation of information in the
financial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965
and applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the state of affairs of the Group and of the Company at 31 March 2004 and their results and cash flows
for the financial year ended on that date; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements of the Group and of the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the
Company and by the subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the said Act.
We have considered the financial statements and the auditors’ reports thereon of the subsidiaries for which we have
not acted as auditors, as indicated in Note 6 to the financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements 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.
The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not
include any comments made under Section 174 (3) of the said Act.
Horwath Oon Kien Hoe
Firm No: AF 1018 Approval No: 1772/11/04 (J/PH)
Chartered Accountants Partner
Kuala Lumpur
20 July 2004
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balance sheets
BALANCE SHEETS at 31 March 2004
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
ASSETS
Investment in subsidiaries 6 - - 211,064,785 211,064,785
Interest in associates 7 112,064,656 110,700,175 2,400,000 2,400,000
Property, plant and equipment 8 36,246,114 35,812,639 35,428 53,152
Investment properties 9 41,391,466 41,774,547 - -
Other assets 10 247,107 382,107 - -
Goodwill on consolidation 11 27,317,640 27,271,844 - -
217,266,983 215,941,312 213,500,213 213,517,937
CURRENT ASSETS
Inventories 12 8,604,731 14,109,911 - -
Property development in progress 13 50,449,300 54,738,163 - -
Receivables 14 66,593,226 68,079,974 209,050 123,962
Amount owing by contract customers 15 4,775,992 685,256 - -
Amounts owing by subsidiaries 16 - - 55,919,091 52,644,365
Amount owing by associates 17 5,533,926 5,525,184 11,434 11,434
Tax recoverable 18 8,331,990 5,350,142 11,823,151 11,265,166
Short term deposits with licensed banks 19 1,407,125 1,422,125 1,239,225 1,239,225
Cash and bank balances 20 3,474,278 6,084,094 2,012,100 5,201,131
149,170,568 155,994,849 71,214,051 70,485,283
LESS: CURRENT LIABILITIES
Amount owing to contract customers 15 1,601,053 4,769,567 - -
Payables 21 28,718,800 26,618,315 230,925 331,492
Amounts owing to subsidiaries 16 - - 12,563,323 12,635,183
Amounts owing to associates 17 78,236 65,500 - -
Amounts owing to directors 22 2,450,481 2,450,481 1,967,680 1,967,680
Dividend payable 270,587 270,587 270,587 270,587
Short term borrowings 23 39,941,312 47,707,856 11,580,169 11,413,736
ABBA Bonds 24 2,478,450 2,478,450 2,478,450 2,478,450
75,538,919 84,360,756 29,091,134 29,097,128
NET CURRENT ASSETS 73,631,649 71,634,093 42,122,917 41,388,155
290,898,632 287,575,405 255,623,130 254,906,092
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The annexed notes form an integral part of these financial statements.
BALANCE SHEETS
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
FINANCED BY:
Share capital 25 82,435,000 82,435,000 82,435,000 82,435,000
Reserves 26 135,939,954 134,681,876 133,476,597 134,643,948
Shareholders’ equity 218,374,954 217,116,876 215,911,597 217,078,948
ABBA Bonds 24 39,711,533 37,827,144 39,711,533 37,827,144
Deferred liabilities 27 32,812,145 32,631,385 - -
290,898,632 287,575,405 255,623,130 254,906,092
NET TANGIBLE ASSETS
PER ORDINARY SHARE (RM) 31 244 sen 242 sen
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The annexed notes form an integral part of these financial statements.
income statements
INCOME STATEMENTS for the financial year ended 31 March 2004
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
TURNOVER 32 86,316,639 69,828,919 7,220,737 8,982,613
COST OF SALES 33 (68,900,779) (48,699,540) - -
GROSS PROFIT 17,415,860 21,129,379 7,220,737 8,982,613
OTHER OPERATING INCOME 3,911,925 3,097,647 - -
ADMINISTRATIVE EXPENSES (7,420,741) (6,793,398) (891,180) (1,069,681)
OTHER OPERATING EXPENSES (3,270,390) (9,417,624) (326,746) (156,715)
PROFIT FROM OPERATIONS 10,636,654 8,016,004 6,002,811 7,756,217
FINANCE COSTS (7,263,617) (6,793,334) (5,533,390) (4,464,721)
SHARE OF PROFIT OF ASSOCIATES 3,623,112 3,926,816 - -
PROFIT BEFORE TAXATION 34 6,996,149 5,149,486 469,421 3,291,496
TAXATION 35 (4,923,154) (3,138,593) (821,855) (913,324)
PROFIT/(LOSS) AFTER TAXATION 2,072,995 2,010,893 (352,434) 2,378,172
Earnings per share
- basic 36 2.4 sen 2.4 sen
- diluted 36 N/A N/A
Dividend per ordinary share
- final 37 - 1 sen
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The annexed notes form an integral part of these financial statements.
statements of changes in equity
for the financial year ended 31 March 2004
STATEMENTS OF CHANGES IN EQUITY
SHARE
SHARE APPLICATION SHARE RETAINED CAPITAL
CAPITAL ACCOUNT PREMIUM PROFITS RESERVE TOTAL
NOTE RM RM RM RM RM RM
THE GROUP
Balance at 1.4.2002 57,301,943 115,600,000 20,995,752 20,328,676 1,199,999 215,426,370
Issuance of shares 25,133,057 - - - - 25,133,057
Reversal of share
application account - (115,600,000) - - - (115,600,000)
Share premium arising
from issuance of shares - - 90,471,143 - - 90,471,143
Expenses incurred on
conversion of ICULS - - (54,000) - - (54,000)
Profit after taxation for
the financial year - - - 2,010,893 - 2,010,893
Dividends 37 - - - (270,587) - (270,587)
Balance at 31.3.2003/1.4.2003 82,435,000 - 111,412,895 22,068,982 1,199,999 217,116,876
Profit after taxation for
the financial year - - - 2,072,995 - 2,072,995
Dividends 37 - - - (814,917) - (814,917)
Balance at 31.3.2004 82,435,000 - 111,412,895 23,327,060 1,199,999 218,374,954
THE COMPANY
Balance at 1.4.2002 57,301,943 115,600,000 20,995,752 21,123,468 - 215,021,163
Issuance of shares 25,133,057 - - - - 25,133,057
Reversal of share
application account - (115,600,000) - - - (115,600,000)
Share premium arising
from issuance of shares - - 90,471,143 - - 90,471,143
Expenses incurred on
conversion of ICULS - - (54,000) - - (54,000)
Profit after taxation for
the financial year - - - 2,378,172 - 2,378,172
Dividends 37 - - - (270,587) - (270,587)
Balance at 31.3.2003/1.4.2003 82,435,000 - 111,412,895 23,231,053 - 217,078,948
Loss after taxation for
the financial year - - - (352,434) - (352,434)
Dividends 37 - - - (814,917) - (814,917)
Balance at 31.3.2004 82,435,000 - 111,412,895 22,063,702 - 215,911,597
The retained profits of the Group are attributable to/(absorbed by):
2003 2004
RM RM
The Company 22,063,702 23,231,053
Subsidiaries (15,582,983) (16,643,931)
Associates 16,846,341 15,481,860
23,327,060 22,068,982
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The annexed notes form an integral part of these financial statements.
cash flow statements
CASH FLOW STATEMENTS for the financial year ended 31 March 2004
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
CASH FLOWS FROM/(FOR)
OPERATING ACTIVITIES
Profit before taxation 6,996,149 5,149,486 469,421 3,291,496
Adjustments for:
Allowance for doubtful debts 828,553 8,625,447 - -
Amortisation of bonds expenses 303,272 134,364 303,272 134,364
Bad debts written off - 110,965 - -
Depreciation and amortisation of
property, plant and equipment 446,060 406,603 23,474 22,351
Interest expense / finance charges 7,110,435 6,407,721 5,506,995 4,442,243
Loss on disposal of investment
properties 1,557,400 150,154 - -
Plant and equipment written off 13,663 - - -
Other investment written off 135,000 - - -
Dividend income - - (4,928,000) (8,090,000)
Gain on disposal of property,
plant and equipment (313,882) (7,302) - -
Interest income (107,322) (110,604) (612,688) (622,613)
Writeback of diminution in
value of inventory - (6,527) - -
Writeback of allowance for
doubtful debts - (1,988,813) - -
Share of profit in associates (3,623,112) (3,926,816) - -
Operating profit/(loss) before
working capital changes 13,346,216 14,944,678 762,474 (822,159)
Decrease in inventories 5,505,180 10,089,220 - -
Decrease/(Increase) in property
development-in-progress 4,712,161 (15,568,195) - -
Decrease/(Increase) in trade
and other receivables 658,195 11,175,302 (85,088) 6,277,255
Increase/(Decrease) in trade
and other payables 1,707,814 (8,910,013) (100,567) 86,070
(Decrease)/Increase in amount
owing to contract customers (7,259,250) 2,287,849 - -
CASH FROM OPERATIONS 18,670,316 14,018,841 576,819 5,541,166
Interest paid (3,402,444) (4,702,299) (1,375,706) (1,880,098)
Taxes paid (6,780,583) (3,377,151) - -
NET CASH FROM/(FOR)
OPERATING ACTIVITIES 8,487,289 5,939,391 (798,887) 3,661,068
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The annexed notes form an integral part of these financial statements.
CASH FLOW STATEMENTS
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
CASH FLOWS FROM/(FOR)
INVESTIING ACTIVITIES
Interest received 107,322 641,078 612,688 622,613
Dividends received from subsidiaries - - 2,304,000 3,816,000
Dividends received from associates 1,526,883 2,116,800 1,244,160 2,008,800
Net cash outflow on acquisition of
subsidiary 38 - (34,835,444) - (35,000,000)
Expenses incurred on acquisition
of subsidiary - - - (654,225)
Purchase of property, plant and
equipment (924,876) (201,665) (5,750) -
Purchase of investment properties (3,110,115) (3,438,068) - -
Hotel development expenditure - (386,797) - -
Proceeds from disposal of property,
plant and equipment 345,560 149,222 - -
Proceeds from disposal of
investment properties 1,910,000 952,000 - -
Incidental expenses on
investment properties (20,000) (42,589) - -
Withdrawal/(Placement) of cash
in sinking fund account 3,188,398 (5,198,398) 3,188,398 (5,198,398)
NET CASH FROM/(FOR)
INVESTING ACTIVITIES 3,023,172 (40,243,861) 7,343,496 (34,405,210)
CASH FLOWS (FOR)/FROM
FINANCING ACTIVITIES
Payment of bonds expenses (71,722) - (71,722) -
Proceeds from issuance of shares - 4,200 - 4,200
Proceeds from bonds 24 - 38,848,310 - 38,848,310
Repayment of bonds 24 (2,478,450) (1,239,225) (2,478,450) (1,239,225)
Net repayment by/(Advances to)
associates 3,994 (42,209) - 40,449
Net advances to subsidiaries - - (3,346,586) (14,433,234)
Dividend paid to shareholders
of the Company (544,330) - (544,330) -
Payment of expenses on
conversion of ICULS - (54,000) - (54,000)
Dividend paid to holders of ICCPS (270,587) (270,587) (270,587) (270,587)
Repayment of revolving credit (500,000) (3,280,000) - (680,000)
Repayment of loans (6,460,269) (4,103,454) - -
Repayment to hire purchase payables (87,784) (87,784) - -
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The annexed notes form an integral part of these financial statements.
CASH FLOW STATEMENTS
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
NET CASH (FOR)/FROM
FINANCING ACTIVITIES (10,409,148) 29,775,251 (6,711,675) 22,215,913
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS 1,101,313 (4,529,219) (167,066) (8,528,229)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF FINANCIAL YEAR (18,870,095) (14,340,876) (5,171,778) 3,356,451
CASH AND CASH EQUIVALENTS AT
END OF THE FINANCIAL YEAR 39 (17,768,782) (18,870,095) (5,338,844) (5,171,778)
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The annexed notes form an integral part of these financial statements.
notes to the financial statements
for the financial year ended 31 March 2004
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the Malaysian Companies Act,
1965. The domicile of the Company is in Malaysia. The registered office, which is also the principal place of
business, is at Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the directors dated 20 July 2004.
2. PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and the provision of management
and administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note
6 to the financial statements. There have been no significant changes in the nature of these activities during
the financial year.
3. FINANCIAL RISK MANAGEMENT POLICIES
The Group's financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Group's business whilst managing its currency, interest rate, market, credit, liquidity
and cash flow risks. The Group operates within defined guidelines that are approved by the Board and the
policies in respect of the major areas of treasury activity are as follows:
(a) Currency Risk
The Group does not have material foreign currency transactions, assets or liabilities and hence is not
exposed to any significant or material currency risks.
(b) Interest Rate Risk
The Group obtains financing through bank borrowings and hire purchase. Its policy is to obtain the most
favourable interest rates available without increasing its foreign currency exposure.
Surplus funds are placed with reputable financial institutions at the most favourable interest rates.
(c) Market Risk
The Group’s principal exposure to market risks arises mainly from changes in quoted equity prices. The
Group does not use derivative instruments to manage equity risk.
(d) Credit Risk
The Group's exposure to credit risks, or the risk of counterparties defaulting, arises mainly from cash
deposits and receivables. The maximum exposure to credit risks is represented by the total carrying
amount of these financial assets in the balance sheet reduced by the effects of any netting arrangements
with counterparties.
The Group does not have any major concentration of credit risk related to any individual customer or
counterparty except for the amount owing by a major customer which constitutes approximately 61%
of trade receivables. The details pertaining to the aforesaid amount are set out in Note 14 to the financial P
statements. A
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The Group manages its exposure to credit risk by investing its cash assets safely and profitably, and by
the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. 53
NOTES TO THE FINANCIAL STATEMENTS
3. FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(e) Liquidity and Cash Flow Risk
The Group's exposure to liquidity and cashflow risks arises mainly from general funding and business
activities.
It practises prudent liquidity risk management by maintaining sufficient cash balances and the
availability of funding through certain committed credit facilities.
4. BASIS OF ACCOUNTING
The financial statements are prepared under the historical cost convention and modified to include other bases
of valuation as disclosed in other sections under significant accounting policies, and in compliance with
applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965.
MASB 32 - Property Development Activities has been adopted in the financial statements of the Group prior
to its effective date.
5. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its
subsidiaries made up to 31 March 2004.
A subsidiary is defined as a company in which the parent company holds directly or indirectly more than
50% of the equity share capital and has the power to exercise control over its financial and operating
policies.
All subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition
method of accounting, the results of subsidiaries acquired or disposed off are included from the date of
acquisition or up to the date of disposal. At the date of acquisition, the fair value of the subsidiaries’ net
assets are determined and these values are reflected in the consolidated financial statements.
Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses
are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the
financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
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NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(b) Goodwill or Negative Goodwill On Consolidation
Goodwill represents the excess of the fair value of the purchase consideration over the Group’s share of
the fair values of the separable net assets of subsidiaries at the date of acquisition. Negative goodwill
represents the excess of the Group’s share of the fair values of the separable net assets of subsidiaries at
the date of acquisition over the fair value of the purchase consideration.
Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is reviewed annually,
and is written down for impairment where it is considered necessary. The impairment value of goodwill
is taken to the consolidated income statement.
(c) Associates
Associates are enterprises in which the Group exercises significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the associates but not control over
those policies. Investments in associates are accounted for in the consolidated financial statements by
the equity method of accounting.
Equity accounting involves recognising in the income statement the Group’s share of the results of the
associates for the period. The Group’s investment in associates is carried in the balance sheet at an
amount that reflects its share of the assets of the associates and includes goodwill (net of accumulated
amortisation) on acquisition. At the date of acquisition, the fair value of the associates’ net assets are
determined and these values are reflected in the consolidated financial statements. Equity accounting is
discontinued when the carrying amount of the investment in an associate reaches zero, unless the Group
has incurred obligations or guaranteed obligations in respect of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of
the Group’s interest in the associates; unrealised losses are also eliminated unless the transaction
provides evidence on impairment of the asset transferred.
Where necessary, in applying the equity method, adjustments are made to the financial statements of
associates to ensure consistency of accounting policies with those of the Group.
(d) Property, Plant and Equipment
Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation
or amortisation. Freehold land is stated at cost and is not depreciated.
Leasehold land having an unexpired term of more than fifty years is not amortised. The non-amortisation
of the long term leasehold land has no material effect on the financial statements.
Depreciation and amortisation is calculated under the straight-line method to write off the cost of the
assets over their estimated useful lives. The principal annual rates used for this purpose are:
Sales office 20%
Plant and machinery, construction machinery and equipment 5% - 20%
Formwork, scaffoldings and containers 10% - 25%
Office renovation, office equipment, computers, furniture and fittings, tools and fittings 5% - 20%
Motor vehicles 20%
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NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(e) Impairment of Assets
The carrying amounts of assets, other than those to which MASB Standard 23 Impairment of Assets does
not apply, are reviewed at each balance sheet date for impairment when there is an indication that the
assets might be impaired. Impairment is measured by comparing the carrying values of the assets with
their recoverable amounts.
An impairment loss is charged to the income statement immediately unless the asset is carried at its
revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the
extent of a previously recognised revaluation surplus for the same asset.
In respect of assets other than goodwill, and when there is a change in the estimates used to determine
the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a
reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and depreciation) had no impairment loss
been recognised. The reversal is recognised in the income statement immediately, unless the asset is
carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly
to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset
was previously recognised as an expense in the income statement, a reversal of that impairment loss is
recognised as income in the income statement.
(f) Investments
Investments in subsidiaries, associates and joint ventures are initially stated at cost in the balance sheet
of the Company, and are reviewed for impairment at the end of the financial year if events or changes
in circumstances indicate that their carrying values may not be recoverable.
(g) Investment Properties
Investments properties consist of investments in land and buildings that are not substantially occupied
for use by, or in the operations, of the Company/Group.
Investments properties are treated as long term investment. They are initially stated at cost and are
subject to revaluations which are carried out by an independent valuer on a regular basis. Any revaluation
increase is recognised in equity as a revaluation surplus; any decrease is first offset against any unutilised
previously recognised revaluation surplus in respect of the same investment property, and the balance is
thereafter recognised as an expense. A revaluation increase is recognised as income to the extent that it
reverses a revaluation decrease of the same property previously recognised as an expense.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount
is charged to the income statement; any amount in revaluation reserve relating to that investment
property is transferred to retained earnings.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value. The unsold completed properties are
stated at the lower of cost and net realisable value. For finished goods and work-in-progress, cost
includes direct labour and appropriate production overheads.
P The cost of unsold completed properties comprise the relevant cost of land, development expenditure and
A related interest cost incurred during the development period.
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In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-moving
56 items.
NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(i) Property Development Costs
Property development costs comprise costs associated with the acquisition of land and all costs that are
directly attributable to development activities or that can be allocated on a reasonable basis to such
activities.
Property development costs that are not recognised as an expense are recognised as an asset and carried
at the lower of cost and net realisable value.
When the financial outcome of a development activity can be reliably estimated, the amount of property
revenues and expenses recognised in the income statement are determined by reference to the stage of
completion of development activity at the balance sheet date.
When the financial outcome of a development activity cannot be reliably estimated, the property
development revenue is recognised only to the extent of property development costs incurred that will
be recoverable. The property development costs on the development units sold are recognised as an
expense in the period in which they are incurred.
Where it is probable that property development costs will exceed property development revenue, any
expected loss is recognised as an expense immediately, including costs to be incurred over the defects
liability period.
The financial effects on the change in accounting policy with respect to the treatment of property
development costs is considered not material.
(j) Amount Owing By/To Contract Customers
The amount owing by/to contract customers is stated at cost plus profits attributable to contracts in
progress less progress billings and provision for foreseeable losses, if any. Cost includes direct materials,
labour and applicable overheads.
(k) Receivables
Receivables are carried at anticipated realisable value. Bad debts are written off in the period in which
they are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts
at the balance sheet date.
(l) Payables
Trade and other payables are stated at cost which is the fair value of the consideration to be paid in the
future for goods and services received.
(m) Interest-bearing Borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of
transaction costs.
Borrowing costs directly attributable to the acquisition and construction of development properties and
property, plant and equipment are capitalised as part of the cost of those assets, until such time as the
assets are ready for their intended use or sale. P
A
All other borrowing costs are charged to the income statement as an expense in the period in which they G
E
are incurred.
57
NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(n) Bonds
Bonds issued by the Company and the Group are initially recognised based on proceeds received, net of
issuance expenses incurred and are adjusted in subsequent years for amortisation of premium and/or
accretion of discount to maturity, using the effective yield method. The premium amortised and/or
discount accreted is recognised in the income statement over the period of the bonds.
(o) Taxation
Taxation for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year
and is measured using the tax rates that have been enacted or substantially enacted at the balance sheet
date.
Previously, deferred taxation was provided using the liability method on all material timing differences
except where no liability was expected to arise in the foreseeable future. Deferred tax benefit was only
recognised when there was reasonable expectation of realisation in the foreseeable future.
During the financial year, the accounting policy for deferred taxation has been changed to comply with
MASB 25 - Income Taxes. Deferred taxation is now provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities and their carrying amounts
in the financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise
from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction, affects neither accounting profit
nor taxable profit.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused
tax credits to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period
when the asset is realised or the liability is settled, based on the tax rates that have been enacted or
substantially enacted at the balance sheet date.
Deferred tax is recognised in the income statement, except when it arises from a transaction which is
recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity,
or when it arises from a business combination that is an acquisition, in which case the deferred tax is
included in the resulting goodwill or negative goodwill. The carrying amounts of deferred tax assets are
reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the deferred tax assets to be utilised.
The financial effect on the change in accounting policy with respect to the treatment of deferred
taxation is considered not material.
P
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NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(p) Foreign Currencies
Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate rates of
exchange ruling at the transaction dates. Monetary assets and liabilities in foreign currencies at the
balance sheet date are translated at the rates ruling as of that date. All exchange differences are taken
to the income statement.
(q) Assets under Hire Purchase
Equipment acquired under hire purchase are capitalised in the financial statements and are depreciated
in accordance with the policy set out in Note 5(d) above. Each hire purchase payment is allocated
between the liability and finance charges so as to achieve a constant rate on the finance balance
outstanding. Finance charges are allocated to the income statement over the periods of the respective
hire purchase agreements.
(r) Equity Instruments
Ordinary shares and convertible preference shares are classified as equity.
(s) Dividends
Dividends on equity are recognised as liabilities when declared and approved.
(t) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with
financial institutions, bank overdrafts and short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(u) Financial Instruments
Financial instruments are recognised in the balance sheet when the Company has become a party to the
contractual provisions of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the
contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified
as a liability, are reported as expense or income. Distributions to holders of financial instruments
classified as equity are charged directly to equity.
Financial instruments are offset when the Company has a legally enforceable right to offset and intends
to settle either on a net basis or to realise the asset and settle the liability simultaneously.
Financial instruments recognised in the balance sheet are disclosed in the individual policy statement
associated with each item.
P
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NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(v) Income Recognition
(i) Construction Contracts
Revenue on contracts is recognised on the percentage of completion method unless the outcome
of the contract cannot be reliably determined, in which case revenue on contracts is only
recognised to the extent of contract costs incurred that are recoverable. Foreseeable losses, if any,
are provided for in full as and when it can be reasonably ascertained that the contract will result
in a loss.
The stage of completion is determined based on surveys of work performed.
(ii) Property Development
Revenue from property development is recognised from the sale of completed and uncompleted
development properties.
Revenue from the sale of completed properties is recognised when the sale is contracted.
Revenue on uncompleted properties contracted for sale is recognised based on the stage of
completion method unless the outcome of the development cannot be reliably determined in which
case the revenue on the development is only recognised to the extent of development costs
incurred that are recoverable.
The stage of completion is determined based on the proportion that the development costs incurred
for work performed to date bear to the estimated total development costs.
Foreseeable losses, if any, are recognised immediately in the income statement.
Foreseeable losses, if any, are provided for in full as and when it can be reasonably ascertained that
the development will result in a loss.
(iii) Revenue from Sales of Goods
Sales are recognised upon delivery of goods and customers’ acceptance, and where applicable, net
of returns and trade discounts.
(iv) Revenue from Services
Revenue is recognised upon rendering of services and when the outcome of the transaction can be
estimated reliably. In the event the outcome of the transaction could not be estimated reliably,
revenue is recognised to the extent of the expenses incurred that are recoverable.
(v) Management Fee and Administrative Charges
Management fee and administrative charges are recognised on an accrual basis.
P
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NOTES TO THE FINANCIAL STATEMENTS
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(v) Income Recognition (Cont’d)
(vi) Rental Income
Rental income is recognised on an accrual basis.
(vii) Dividend Income
Dividend income from investments is recognised when the right to receive payment is established.
(viii) Interest Income
Interest income is recognised on an accrual basis, based on the effective yield on the investment.
Interest income on late payment is recognised on a receipt basis.
(w) Segmental Information
Segment revenues and expenses are those directly attributable to the segments and include any joint
revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets
used by a segment and consist principally of property, plant and equipment (net of accumulated
depreciation, where applicable), other investments, inventories, receivables, and cash and bank balances.
Most segment assets can be directly attributed to the segments on a reasonable basis. Segment assets
and liabilities do not include income tax assets and liabilities respectively.
Segment revenues, expenses and results include transfers between segments. The prices charged on
intersegment transactions are based on normal commercial terms. These transfers are eliminated on
consolidation.
6. INVESTMENT IN SUBSIDIARIES
THE COMPANY
2004 2003
RM RM
Unquoted shares, at cost
At 1 April 2003/2002 211,064,785 167,370,110
Additions during the financial year - 43,694,675
At 31 March 211,064,785 211,064,785
P
A
G
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61
NOTES TO THE FINANCIAL STATEMENTS
6. INVESTMENT IN SUBSIDIARIES (CONT’D)
Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:
Effective Equity Interest
2004 2003
Name of Company % % Principal Activities
Syarikat Siah Brothers Trading 100 100 General building contractor and
Sdn. Bhd. investment holding
Syarikat Siah Brothers 100 100 Building and civil engineering
Construction Sdn. Bhd. works
Lifeplus - Siah Brothers Trading 100 100 Project management and its related
JV Sdn. Bhd. technical services
Siah Brothers Enterprise Sdn. Bhd. * 100 100 Building contractor
Siah Brothers Land Sdn. Bhd. 100 100 Investment holding
Seri Ampangan Realty Sdn. Bhd. 100 100 Property development
Sinaran Naga Sdn. Bhd. 100 100 Property development
Siah Brothers Development Sdn. Bhd. * 100 100 Proposed property development
Tiara Development Sdn. Bhd.* 100 100 Proposed property development
SBC Homes Sdn. Bhd.* 100 100 Proposed property development
Mixwell (Malaysia) Sdn. Bhd. 100 100 Project management and property
development
Winsome Ventures Sdn. Bhd. 100 100 Proposed property management
Siah Brothers Properties Sdn. Bhd.* 100 100 Investment holding
Aureate Construction Sdn. Bhd.* 100 100 Property investment
SBC Leisure Sdn. Bhd.* 100 100 Property development
SBC Towers Sdn. Bhd.* 100 100 Property development
Siah Brothers Project Management 100 100 Provision of management services
Sdn. Bhd.*
Siah Brothers Industries Sdn. Bhd. * 100 100 Investment holding
South-East Best Sdn. Bhd. 100 100 Property development
Gracemart Resources Sdn. Bhd. 100 100 Property development
Sutrati Development Sdn. Bhd. 100 100 Dormant
Masahmura Sdn. Bhd.* 51 51 Manufacturing of material handling
equipment and metal frames
Masahmura Sales & Service Sdn. Bhd. 51 51 Trading of light industrial handling
P equipment and metal frames
A
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62
* Not audited by Horwath
NOTES TO THE FINANCIAL STATEMENTS
7. INTEREST IN ASSOCIATES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Unquoted shares, at cost 3,600,001 3,600,001 2,400,000 2,400,000
Unquoted shares, at Group cost 91,618,314 91,618,314 - -
Share of post acquisition reserves 16,846,341 15,481,860 - -
112,064,656 110,700,175 2,400,000 2,400,000
THE GROUP
2004 2003
RM RM
The interest in associates comprises:
Group’s share of net tangible assets
- at cost 66,048,686 64,684,205
- at fair value 45,952,003 45,952,003
Group’s share of intangible assets 63,967 63,967
112,064,656 110,700,175
Details of the associates, which are all incorporated in Malaysia, are as follows:
Effective Equity Interest
2004 2003
Name of Company % % Principal Activities
Ligamas Sdn. Bhd.# 50.0 50.0 Property development
Varich Industries Sdn. Bhd.* 50.0 50.0 Proposed quarrying
Paling Industries Sdn. Bhd.# 40.0 40.0 Manufacturing of plastic building
materials
Liga Canggih Sdn. Bhd.*## 40.0 40.0 Dormant
Sri Berjaya Development Sdn. Bhd.* 33.3 33.3 Investment and development of
landed properties
Sri Rawang Properties Sdn. Bhd.* 22.2 22.2 Investment in properties and rubber
estates
Sam & Lau Plantation Sdn. Bhd.*### 50.0 50.0 Tree plantation and nursery
operators
* The results of these associates have not been equity accounted as the amounts involved are insignificant.
P
# The share of results of these associates is based on the latest available unaudited management financial statements
A
made up to 31 March 2004.
G
## Held by Paling Industries Sdn. Bhd. E
### Held by South-East Best Sdn. Bhd. (“SEB”) 63
NOTES TO THE FINANCIAL STATEMENTS
8. PROPERTY, PLANT AND EQUIPMENT
THE GROUP
AT WRITTEN DEPRECIATION AT
1.4.2003 ADDITIONS DISPOSALS OFF CHARGE 31.3.2004
NET BOOK VALUE RM RM RM RM RM RM
Freehold land 4,738,833 - - (11,000) - 4,727,833
Land and hotel development
expenditure 29,876,765 147,589 - - - 30,024,354
Sales office - 148,676 - - (29,883) 118,793
Plant and machinery,
construction machinery
and equipment 63,352 1,700 (1) - (14,109) 50,942
Formwork, scaffoldings and
containers 10,462 - - - (4,014) 6,448
Office renovation, office
equipment, computers,
furniture and fittings,
tools and fittings 838,577 536,911 (31,676) (2,663) (273,882) 1,067,267
Motor vehicles 284,650 90,000 (1) - (124,172) 250,477
Total 35,812,639 924,876 (31,678) (13,663) (446,060) 36,246,114
ACCUMULATED NET BOOK
AT COST DEPRECIATION VALUE
RM RM RM
AT 31.3.2004
Freehold land 4,727,833 - 4,727,833
Land and hotel development expenditure 30,024,354 - 30,024,354
Sales office 148,676 (29,883) 118,793
Plant and machinery, construction machinery
and equipment 4,343,457 (4,292,515) 50,942
Formwork, scaffoldings and containers 4,316,916 (4,310,468) 6,448
Office renovation, office equipment, computers,
furniture and fittings, tools and fittings 4,633,477 (3,566,210) 1,067,267
Motor vehicles 2,005,751 (1,755,274) 250,477
50,200,464 (13,954,350) 36,246,114
AT 31.3.2003
Freehold land 4,738,833 - 4,738,833
Land and hotel development expenditure 29,876,765 - 29,876,765
Plant and machinery, construction machinery
and equipment 4,374,257 (4,310,905) 63,352
Formwork, scaffoldings and containers 4,316,916 (4,306,454) 10,462
Office renovation, office equipment, computers
furniture and fittings, tools and fittings 4,161,954 (3,323,377) 838,577
Motor vehicles 1,946,651 (1,662,001) 284,650
49,415,376 (13,602,737) 35,812,639
Land and hotel development expenditure consists of:
2004 2003
P RM RM
A
G Long leasehold land, at cost 27,691,066 27,691,066
E Hotel development expenditure 2,333,288 2,185,699
64 30,024,354 29,876,765
NOTES TO THE FINANCIAL STATEMENTS
8. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
THE COMPANY
AT DEPRECIATION AT
1.4.2003 ADDITIONS CHARGE 31.3.2004
NET BOOK VALUE RM RM RM RM
Office equipment, computers, furniture
and fittings 53,151 5,750 (23,474) 35,427
Motor vehicles 1 - - 1
53,152 5,750 (23,474) 35,428
AT ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
RM RM RM
AT 31.3.2004
Office equipment, computers, furniture and fittings 376,551 (341,124) 35,427
Motor vehicles 376,950 (376,949) 1
753,501 (718,073) 35,428
AT 31.3.2003
Office equipment, computers, furniture and fittings 370,801 (317,650) 53,151
Motor vehicles 376,950 (376,949) 1
747,751 (694,599) 53,152
The motor vehicles of the Group acquired under hire purchase terms were carried at net book value of
RM125,997 (2003 - RM231,384) at the balance sheet date.
The carrying value of certain property, plant and equipment charged to financial institutions to secure banking
facilities granted to the Group are as follows:
THE GROUP
2004 2003
RM RM
Sales office 118,793 -
Furniture and fittings 137,332 107,183
Office and other equipment 102,092 4,951
Land and hotel development expenditure 30,024,354 29,876,765
Office renovation 5,664 9,976
30,388,235 29,998,875
P
A
G
E
65
NOTES TO THE FINANCIAL STATEMENTS
9. INVESTMENT PROPERTIES
THE GROUP
2004 2003
RM RM
Leasehold land, at cost 19,778,424 19,778,424
Expenditure on land 4,500,413 4,202,191
24,278,837 23,980,615
Freehold land and buildings, at cost 15,213,507 15,812,472
Leasehold land and buildings, at cost 5,366,522 3,041,025
20,580,029 18,853,497
Disposed during the financial year (3,467,400) (1,059,565)
17,112,629 17,793,932
41,391,466 41,774,547
Certain investment properties are charged to financial institutions for banking facilities granted to the
company.
10. OTHER ASSETS
THE GROUP
2004 2003
RM RM
Other assets 189,807 189,807
Other investments
Quoted shares in Malaysia, at cost 12,300 12,300
Unquoted shares, at cost 45,000 180,000
57,300 192,300
247,107 382,107
Market value of quoted shares 4,590 4,455
Other assets are retention monies relating to amounts which are due and receivable after twelve months from
the balance sheet date, upon expiry of the warranty period of the relevant contracts.
11. GOODWILL ON CONSOLIDATION
THE GROUP
2004 2003
RM RM
At 1 April 2003/2002 27,271,844 10,245,527
P Goodwill arising from the acquisition of equity interest in a subsidiary - 17,026,317
A Goodwill arising from the acquisition of equity interest in a subsidiary
G
E
in the previous financial year not accounted for 45,796 -
66 At 31 March 27,317,640 27,271,844
NOTES TO THE FINANCIAL STATEMENTS
12. INVENTORIES
THE GROUP
2004 2003
RM RM
Unsold completed properties, at cost 8,604,731 14,109,911
In the previous financial year, certain inventories costing RM1,423,220 were charged to a third party for the
procurement of bonds issued by the Company.
In the previous financial year, certain inventories costing RM11,528,558 were charged to licensed banks and
financial institutions for banking facilities granted to a subsidiary.
None of the inventories are carried at net realisable value.
13. PROPERTY DEVELOPMENT COST
THE GROUP
2004 2003
RM RM
Balance at beginning of the financial year:
- land 31,209,528 24,624,246
- development costs 34,259,753 45,015,434
65,469,281 69,639,680
Cost incurred during the year:
- land - 6,400,000
- development costs 19,138,472 27,255,572
84,607,753 103,295,252
Development cost for completed projects - (5,683,038)
84,607,753 97,612,214
Cost recognised as an expense in the income statement:
- previous year (10,731,119) (30,643,740)
- current year (23,019,919) (12,163,165)
(33,751,038) (42,806,905)
Sub-total 50,856,715 54,805,309
Transfer to inventories (407,415) (67,146)
50,449,300 54,738,163
Included in development expenditure is interest expense capitalised during the financial year amounting to
RM423,298 (2003 - RM856,723).
Leasehold land of a subsidiary costing RM7,674,555 (2003 - RM7,674,555) is charged to a licensed bank for a P
term loan facility granted to the subsidiary. A
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NOTES TO THE FINANCIAL STATEMENTS
14. RECEIVABLES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Trade receivables 69,536,316 69,665,907 - -
Retention receivable 5,547,621 5,709,953 - -
Total trade receivables 75,083,937 75,375,860 - -
Allowance for doubtful debts
At 1 April 2003/2002 (13,054,487) (6,803,879) - -
Acquisition of subsidiary - (22,819) - -
Additions (419,708) (8,216,602) - -
Write-back - 1,988,813 - -
At 31 March (13,474,195) (13,054,487) - -
Net trade receivables 61,609,742 62,321,373 - -
Other receivables, deposits and
prepayments 8,483,606 8,849,878 2,561,787 2,476,699
Allowance for doubtful debts
At 1 April 2003/2002 (3,091,277) (2,682,432) (2,352,737) (2,352,737)
Additions (408,845) (408,845) - -
At 31 March (3,500,122) (3,091,277) (2,352,737) (2,352,737)
Net other receivables, deposits and
prepayments 4,983,484 5,758,601 209,050 123,962
Total receivables 66,593,226 68,079,974 209,050 123,962
Included in trade receivables at the balance sheet date are RM37,720,372 (2003 - RM37,720,372) and
RM11,021,388 (2003 - RM9,886,903) owing by Smart Home Sdn. Bhd. (“SH”) and Ligamas Sdn. Bhd.
respectively, both of which are related parties. Details of the related party relationship and the nature of the
transactions and balances are set out in Note 42 to the financial statements. The amount owing by SH has
been outstanding since 1996. During the financial year, SH proposed to settle the amount owing through the
transfer of six parcels of development land for a total consideration of RM37,828,242. The proposed debt
settlement was approved by the shareholders of the Company at an extraordinary general meeting convened
on 16 April 2004, and this is elaborated in Note 45 to the financial statements.
Included in other receivables is RM1,552,059 (2003 - RM2,647,103) due from sub-contractors for the purchase
of building materials. The amount owing is unsecured, interest-free, and is to be repaid via deductions against
future claims for work to be performed by the sub-contractors. Also included in other receivables in the
previous financial year, was an amount owing by a related party of RM500,000. The details of the transaction
and the balance are disclosed in Note 42 to the financial statements.
Credit terms of trade receivables, other than the amount owed by SH, range from 14 days to 90 days.
P
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68
NOTES TO THE FINANCIAL STATEMENTS
15. AMOUNT OWING BY/(TO) CONTRACT CUSTOMERS
THE GROUP
2004 2003
RM RM
Amount owing by contract customers
Contract costs incurred to date 45,035,273 8,090,361
Attributable profits 7,522,655 241,371
52,557,928 8,331,732
Progress billings (47,781,936) (7,646,476)
Amount owing by contract customers 4,775,992 685,256
Amount owing to contract customers
Contract costs incurred to date 211,960,362 184,168,929
Attributable profits 8,757,050 8,802,347
220,717,412 192,971,276
Progress billings (222,318,465) (197,740,843)
Amount owing to contract customers (1,601,053) (4,769,567)
16. AMOUNTS OWING BY/(TO) SUBSIDIARIES
THE COMPANY
2004 2003
RM RM
Amounts owing by:
Non-trade
- Interest-bearing 6,272,445 6,582,470
- Interest-free 49,646,646 46,061,895
55,919,091 52,644,365
Amounts owing to:
Non-trade
- Interest-bearing 2,677,629 3,797,629
- Interest-free 9,885,694 8,837,554
12,563,323 12,635,183
The above amounts owing are unsecured and not subject to fixed terms of repayment. The interest-bearing
amounts are subject to interest at 3.20% to 8.50% (2003 - 8.40% to 8.65%) per annum.
17. AMOUNTS OWING BY/(TO) ASSOCIATES P
A
The amounts owing are unsecured, interest-free and not subject to fixed terms of repayment. G
E
69
NOTES TO THE FINANCIAL STATEMENTS
18. TAX RECOVERABLE
Subject to agreement with the tax authorities, the Company has tax recoverable of RM11,823,151 at the
balance sheet date in respect of the financial years ended 31 March 1997 to 31 March 2004. At the date of
this report, the amount is still pending agreement with the tax authorities.
19. SHORT TERM DEPOSITS WITH LICENSED BANKS
The weighted average effective interest rate of deposits at the balance sheet date was as follows:
THE GROUP THE COMPANY
2004 2003 2004 2003
% % % %
Licensed bank 2.81 2.84 2.77 2.77
Deposits of the Group and the Company have an average maturity period of 30 days (2003 - 30 days).
The deposits of the Company have been charged as security for the issuance of ABBA Bonds as disclosed in
Note 24 to the financial statements.
20. CASH AND BANK BALANCES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Cash and bank balances 1,464,278 885,696 2,100 2,733
Sinking fund account (Note 39) 2,010,000 5,198,398 2,010,000 5,198,398
3,474,278 6,084,094 2,012,100 5,201,131
Included in the cash and bank balances of the Group is RM1,158,751 (2003 – RM518,922) maintained under
the Housing Development Accounts pursuant to Section 7A of the Housing Development (Control and
Licensing) Act, 1966.
The sinking fund account is maintained with a financial institution and has been charged as security for the
repayment of the ABBA Bonds.
21. PAYABLES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Trade payables 19,943,924 20,217,451 - -
Retention payable 8,228,498 5,680,103 - -
Total trade payables 28,172,422 25,897,554 - -
Other payables and accruals 458,594 632,977 230,925 331,492
Hire purchase payables (Note 27a) 87,784 87,784 - -
P
28,718,800 26,618,315 230,925 331,492
A
G
Credit terms of trade payables range from 30 days to 60 days.
E
70
Included in other payables is an amount owing to a related party of RM108,519 (2003 - RM108,222). The
details of the transaction and the balance are disclosed in Note 42 to the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
22. AMOUNTS OWING TO DIRECTORS
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Sia Kwee Mow @ Sia Hok Chai 1,967,680 1,967,680 1,967,680 1,967,680
Sia Teong Heng 482,801 482,801 - -
2,450,481 2,450,481 1,967,680 1,967,680
The above amounts owing are interest free, unsecured and not subject to fixed terms of repayment except for
the amount owing to Sia Kwee Mow @ Sia Hok Chai which bears interest at 5.5% (2003 - 5.5%) per annum.
23. SHORT TERM BORROWINGS
2004 2003
SECURED UNSECURED TOTAL SECURED UNSECURED TOTAL
RM RM RM RM RM RM
THE GROUP
Bridging loan (Note 29) 2,993,580 - 2,993,580 8,167,060 - 8,167,060
Term loans (Note 28) 13,147 - 13,147 1,568,480 - 1,568,480
Revolving credits - 16,294,400 16,294,400 - 16,794,400 16,794,400
Bank overdrafts (Note 39) - 20,640,185 20,640,185 - 21,177,916 21,177,916
3,006,727 36,934,585 39,941,312 9,735,540 37,972,316 47,707,856
THE COMPANY
Bridging loan (Note 29) - - - - - -
Term loans (Note 28) - - - - - -
Revolving credits - 5,000,000 5,000,000 - 5,000,000 5,000,000
Bank overdrafts (Note 39) - 6,580,169 6,580,169 - 6,413,736 6,413,736
- 11,580,169 11,580,169 - 11,413,736 11,413,736
The weighted average effective interest rates at the balance sheet date for borrowings which bear interest at
floating rates, were as follows:
THE GROUP THE COMPANY
2004 2003 2004 2003
% % % %
Bridging loan 7.76 7.87 - -
Term loans 7.55 7.94 - -
Revolving credits 6.03 6.05 7.55 7.55
Bank overdrafts 8.21 8.45 8.28 8.68
P
A
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E
71
NOTES TO THE FINANCIAL STATEMENTS
24. ABBA BONDS
THE GROUP/THE COMPANY
2004 2003
RM RM
Al-Bai Bithaman Ajil Bonds (nominal value) 61,961,250 61,961,250
Less: ABBA Bonds issuance expenses (1,151,690) (1,151,690)
Finance charges on bonds issue (21,961,250) (21,961,250)
Net proceeds 38,848,310 38,848,310
Additional ABBA Bonds issuance expenses (71,722) -
38,776,588 38,848,310
Cumulation of amortisation of ABBA Bonds issuance expenses 437,636 134,364
Cumulation of amortisation of finance charges on ABBA Bonds issue 6,693,434 2,562,145
Net proceeds 45,907,658 41,544,819
Repayment made in previous financial year (1,239,225) -
Repayment made during the year (2,478,450) (1,239,225)
Total repayments (3,717,675) (1,239,225)
42,189,983 40,305,594
Analysis of the ABBA Bonds:
- Not later than one year 2,478,450 2,478,450
- Later than one year and not later than five years 39,711,533 37,827,144
42,189,983 40,305,594
In the previous financial year, the Company issued RM61,961,250 nominal value Al-Bai Bithaman Ajil Bonds
(ABBA Bonds) comprising RM49,569,000 nominal value Primary Bonds and 10 equal tranches Secondary Bonds
with RM12,392,250 nominal value. The Primary Bonds are redeemable at maturity. Each Primary Bond is
supported by 10 Secondary Bonds which are redeemable in semi-annual instalments commencing 6 months
from the date of the first issue of the Secondary Bonds. The ABBA Bonds were placed out to a licensed financial
institutions via a private placement. The tenure of the ABBA Bonds is 5 years from the date of issue. The profit
margin on the ABBA Bonds is fixed at 5% per annum, payable in arrears on a semi-annual basis represented
by the Secondary Bonds. The ABBA Bonds are issued based on a 10% per annum yield to maturity.
The ABBA Bonds are secured in the following manner:
(i) by a third party first legal charge over certain properties of a subsidiary;
(ii) by a third party first legal charge over all the shares held by a wholly owned subsidiary in an associate;
(iii) by a first party charge over a reserve account which is an Islamic banking account has been opened for
the placement of all monies received from dividends, unappropriated profits and bonus shares accruing
to a subsidiary; and
P (iv) by a first party charge over a sinking fund account and a Mudharabah Account of the Company.
A
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E
72
NOTES TO THE FINANCIAL STATEMENTS
25. SHARE CAPITAL
THE COMPANY
2004 2003 2004 2003
NUMBER OF SHARES RM RM
AUTHORISED
Ordinary Shares of RM1 each
At 1 April/31 March 193,167,000 193,167,000 193,167,000 193,167,000
5.5% ICCPS of RM1 each
At 1 April/31 March 6,833,000 6,833,000 6,833,000 6,833,000
Total authorised share capital 200,000,000 200,000,000 200,000,000 200,000,000
ISSUED AND FULLY PAID-UP
Ordinary Shares of RM1 each
At 1 April/31 March 75,602,000 50,468,943 75,602,000 50,468,943
Allotment during the financial year - 25,133,057 - 25,133,057
At 31 March 75,602,000 75,602,000 75,602,000 75,602,000
5.5% ICCPS of RM1 each
At 1 April/31 March 6,833,000 6,833,000 6,833,000 6,833,000
Total issued and fully paid-up share capital 82,435,000 82,435,000 82,435,000 82,435,000
The main terms of the 5.5% ICCPS are as follows:
(a) entitlement to receive a fixed cumulative preferential dividend of 5.5% per annum payable annually in
arrears;
(b) the ICCPS shall mature after 5 years from the date of issue on 5 May 1999 and will be automatically
converted into ordinary shares of the Company on the maturity date of 4 May 2004;
(c) the holders have the option to convert all ICCPS into ordinary shares at any time after the date of issue
until the maturity date. The ICCPS are not redeemable for cash;
(d) the conversion price into ordinary shares is fixed at RM1.00 per share;
(e) the ICCPS shall rank in priority to the ordinary shares of the Company in respect of return of capital on
liquidation or otherwise for the par value of the ICCPS plus any dividends in arrears, provided that there
shall be no further right to participate in the surplus assets or profits of the Company; and
(f) there are no voting rights other than the rights to vote at meetings convened for the purpose of reducing
the capital, or winding up, or sanctioning a sale of undertaking, or where the proposition directly affects
the rights and privileges of the holders of the ICCPS.
P
A
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E
73
NOTES TO THE FINANCIAL STATEMENTS
26. RESERVES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Share premium (Note a)
At 1 April 2003/2002 111,412,895 20,995,752 111,412,895 20,995,752
Arising from issuance of shares - 90,471,143 - 90,471,143
Set-off against expenses incurred on
conversion of ICULS - (54,000) - (54,000)
At 31 March 111,412,895 111,412,895 111,412,895 111,412,895
Capital reserve (Note b) 1,199,999 1,199,999 - -
Retained profits (Note c) 23,327,060 22,068,982 22,063,702 23,231,053
135,939,954 134,681,876 133,476,597 134,643,948
(a) The share premium is not available for distribution by way of dividends.
(b) The capital reserve arose from a bonus issue of ordinary shares on 21 August 1992 by a former subsidiary,
and is not available for distribution by way of dividends.
(c) Subject to agreement with the tax authorities, at the balance sheet date, the Company has:
(i) tax-exempt income of approximately RM233,000 (2003 - RM233,000) available for the purpose of
paying tax-exempt dividends; and
(ii) tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends of
approximately RM11,366,000 (2003 - RM11,366,000) out of its entire retained profits without
incurring any additional tax liability.
27. DEFERRED LIABILITIES
THE GROUP
2004 2003
RM RM
Term loans (Note 28) 2,728,699 2,460,155
Hire purchase payables (Note a) 47,700 135,484
Deferred taxation (Note 30) 966,746 966,746
Amount owing to the Sabah State Government (Note b) 29,069,000 29,069,000
32,812,145 32,631,385
(a) Hire purchase payables
Future minimum hire purchase payments:
- repayable not later than one year 110,916 110,916
- repayable later than one year and not later than five years 60,342 171,258
P
A
171,258 282,174
G Future finance charges (35,774) (58,906)
E
74
Present value of hire purchase liabilities 135,484 223,268
NOTES TO THE FINANCIAL STATEMENTS
27. DEFERRED LIABILITIES (CONT’D)
THE GROUP
2004 2003
RM RM
(a) Hire purchase payables (Cont’d)
Present value of hire purchase liabilities:
Not later than one year (Note 21) 87,784 87,784
Later than one year and not later than five years 47,700 135,484
135,484 223,268
The hire purchase liabilities at the balance sheet date were subject to interest at rates ranging from 5.25% to
5.35% (2003 - 5.25% to 5.35%) per annum.
(b) Amount owing to the Sabah State Government
The amount owing arose from the acquisition of a subsidiary, South-East Best Sdn. Bhd. (“SEB”) and shall
be paid in the form of 130 units of the property to be completed within a period of five years from the
commencement of their construction as consideration in kind pursuant to a joint venture contract
entered into by SEB with the State Government.
The contract, dated 5 September 1994, states that the subsidiary is committed to jointly develop with
the Sabah State Government a parcel of state land covering an area of approximately 26 acres into
residential apartments, townhouses, condominiums and a hotel.
On 16 July 2002, the Sabah State Government agreed to execute the change of their entitlement for the
outstanding amount of RM29,069,000. The change of entitlement is in the form of the construction of
an office building for the Land and Survey Department (Jabatan Tanah dan Ukur) and part of a building
for the Ministry of Finance at a value equivalent to the amount outstanding of RM29,069,000.
On 21 October 2002, the subsidiary was requested to prepare the Contract Document and Estimation for
the above project. To-date, the subsidiary is in the process of finalising the details of the project with the
Sabah State Government.
28. TERM LOANS
THE GROUP
2004 2003
RM RM
Term loans 2,741,846 4,028,635
Less: Portion repayable within twelve months (Note 23) (13,147) (1,568,480)
Portion repayable after twelve months (Note 27) 2,728,699 2,460,155
The long term loans are repayable as follows:
Not later than one year 13,147 1,568,480 P
Later than one year and not later than five years 2,329,435 2,029,475 A
Later than five years 399,264 430,680 G
E
2,741,846 4,028,635 75
NOTES TO THE FINANCIAL STATEMENTS
28. TERM LOANS (CONT’D)
Details of the term loans outstanding at the balance sheet date are as follows:
THE GROUP
2004 2003
Term loan RM RM
1 2,267,272 3,541,663
2 474,574 486,972
2,741,846 4,028,635
Monthly
Number of Instalment Interest Rate Date of
Monthly Amount Per Annum Commencement
Term loan Instalments RM % of Repayment
1 25 141,667 7.75% May 2003 *
2 264 3,673 6.60% January 2003
* The bank has agreed to defer seventeen monthly principal installments of RM141,667 each for
eighteen months commencing 1 May 2004 and the subsequent installments shall commence from
1 November 2005.
The term loans are secured as follows:
(a) by way of a first legal charge over 3 pieces of converted residential land of a subsidiary;
(b) by way of a third party legal charge over 2 units of the inventories of a subsidiary; and
(c) by the personal guarantee of one of the directors of the Company.
29. BRIDGING LOAN
THE GROUP
2004 2003
RM RM
Not later than one year (Note 23) 2,993,580 8,167,060
The syndicated bridging loan from three licensed financial institutions is subject to interest at rates disclosed
in Note 23 to the financial statements and is secured by way of:
(i) a first fixed charge over the properties of a subsidiary;
(ii) a debenture incorporating a fixed and floating charge over all present and future assets of a subsidiary;
(iii) an assignment of all present and future rights, title and interest under a construction contract and
construction guarantees from a related company of a subsidiary; and
P
A (iv) the joint and several guarantee of a director of a subsidiary and the Company.
G
E
The loan is repayable by way of redemption of the individual units of a subsidiary’s development property, or
76 in 7 quarterly instalments commencing July 2003, whichever is earlier.
NOTES TO THE FINANCIAL STATEMENTS
30. DEFERRED TAXATION
THE GROUP
2004 2003
RM RM
At 1 April 2003/2002 966,746 -
Addition through the revaluation surplus on leasehold land of a subsidiary - 966,746
966,746 966,746
31. NET TANGIBLE ASSETS PER SHARE
The actual net tangible assets per share is calculated based on the net tangible assets value of RM184,224,314
(2003 - RM183,012,032) attributable to ordinary shares divided by the number of ordinary shares in issue at
the balance sheet date of 75,602,000 (2003 - 75,602,000) shares.
32. TURNOVER
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Revenue from construction contracts 49,919,830 35,362,729 - -
Proportionate sales value of development
properties 36,270,464 34,366,715 - -
Rental income 73,600 64,200 - -
Dividend income - - 4,928,000 8,090,000
Interest income 52,745 35,275 52,745 35,275
Other interest income - - 559,943 587,338
Management and administrative charges - - 1,680,049 270,000
86,316,639 69,828,919 7,220,737 8,982,613
Continuing operations:
- existing 86,316,639 65,260,219 7,220,737 8,982,613
- new acquisition - 4,568,700 - -
86,316,639 69,828,919 7,220,737 8,982,613
33. COST OF SALES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Construction costs 56,131,953 37,647,813 - -
Land and development expenditure 12,625,057 10,913,140 - -
Direct costs 88,062 88,062 - - P
A
G
Management and administrative charges 55,707 50,525 - -
E
77
68,900,779 48,699,540 - -
NOTES TO THE FINANCIAL STATEMENTS
34. PROFIT BEFORE TAXATION
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Profit before taxation is arrived at after
charging/(crediting):
Allowance for doubtful debts 828,553 8,625,447 - -
Amortisation of bond expenses 303,272 134,364 303,272 134,364
Auditors’ remuneration
- for the financial year 67,600 59,700 13,000 13,000
- underprovision in the previous
financial year 4,200 2,000 - 2,000
Bad debts written off - 110,965 - -
Contract costs 56,131,953 37,647,813 - -
Depreciation of property, plant and
equipment 446,060 406,603 23,474 22,351
Directors’ benefits-in-kind 16,925 16,925 16,925 16,925
Directors’ fees 52,000 67,000 52,000 67,000
Directors’ remuneration 791,520 752,400 489,120 516,900
Finance charges on bonds 4,131,289 2,562,145 4,131,289 2,562,145
Interest expense
- bank borrowings 2,845,495 3,178,494 1,042,298 1,093,069
- hire purchase 23,132 23,132 - -
- loans 108,519 113,476 333,408 787,029
- others 2,000 530,474 - -
Loss on disposal of investment properties 1,557,400 150,154 - -
Plant and equipment written off 13,663 - - -
Rental expense
- premises 3,600 - 12,000 60,000
- machinery and equipment 8,207 15,651 - -
Staff costs 3,069,674 2,598,056 160,107 72,786
Gross dividend income
- subsidiaries (unquoted) - - (3,200,000) (5,300,000)
- associate - - (1,728,000) (2,790,000)
Interest income
- licensed financial institutions (59,137) (36,891) (52,745) (35,275)
- subsidiaries - - (559,943) (587,338)
- others (48,185) (73,713) - -
Gain on disposal of property, plant and
equipment (313,882) (7,302) - -
Rental of premises (316,621) (315,672) - -
Writeback of allowance for doubtful debts - (1,988,813) - -
Writeback of diminution in value of
inventory - (6,527) - -
P
A
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E
78
NOTES TO THE FINANCIAL STATEMENTS
35. TAXATION
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Current 2,000,589 982,916 228,520 913,324
Share of associates’ taxation 1,014,472 1,100,935 - -
3,015,061 2,083,851 228,520 913,324
Underprovision in the previous financial years 1,908,093 1,054,742 593,335 -
4,923,154 3,138,593 821,855 913,324
Subject to agreement with the tax authorities, the Group has unutilised tax losses and unabsorbed capital
allowances of approximately RM2,308,400 (2003 – RM5,834,000) and RM317,000 (2003 – RM725,000)
respectively available at the balance sheet date to be carried forward for offset against future taxable business
income.
A reconciliation of the income tax expense applicable to the profit before taxation at the statutory tax rate to
the income tax expense at the effective tax rate of the Group and of the Company is as follows:
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Profit before taxation 6,996,149 5,149,486 469,421 3,291,496
Tax at applicable tax rates 1,958,921 1,441,856 131,438 921,619
Tax effects of:
Non-deductible expenses 1,119,212 692,513 251,606 61,352
Non-taxable gains (1,835) (557,000) - -
Deferred tax assets not recognised during
the financial year 358,834 806,161 - 5,953
Underprovision in the previous financial years 1,908,093 1,054,742 593,335 -
Reversal of deferred tax assets not recognised
in the previous financial year (510,880) - (154,524) -
Tax losses disallowed during the
financial year 1,016 2,810 - -
Others 89,793 (302,489) - (75,600)
4,923,154 3,138,593 821,855 913,324
36. EARNINGS PER SHARE
Basic earnings per share (“EPS”) is arrived at by dividing the profit after taxation attributable to shareholders
after deducting the preference dividend of RM270,587 (2003 - RM270,587) by the weighted average number
of ordinary shares in issue at the balance sheet date of 75,602,000 (2003 - 73,507,579).
The computation of diluted EPS is not applicable as the effects of conversion of each class of potential ordinary P
shares are anti-dilutive. A
G
E
79
NOTES TO THE FINANCIAL STATEMENTS
37. DIVIDENDS
2004 2003
RM RM
Declared - dividend of 5.5% per ICCPS less 28% tax 270,587 270,587
(2003 - 5.5% per ICCPS less 28% tax)
Paid - dividend of 1% per ordinary share less 28% tax (2003 - Nil) 544,330 -
814,917 270,587
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 March
2004 of 1 sen per ordinary share of RM1 each less 28% tax (2003 - 1 sen per ordinary share of RM1 each less
28% tax) amounting to RM593,532 (2003 - RM544,330) will be tabled for shareholders’ approval. These
financial statements do not reflect this final dividend which will be accrued as a liability only upon approval
by shareholders.
38. SUMMARY OF EFFECTS OF ACQUISITION OF A SUBSIDIARY
In the previous financial year, the Company paid RM35,000,000 in cash to acquire an 80% equity interest in
South-East Best Sdn. Bhd.
The effect of the acquisition of the subsidiary on the financial results of the Group for the financial year was
as follows:
THE GROUP
2004 2003
RM RM
Turnover - 4,568,700
Cost of sales - (3,855,913)
Gross profit - 712,787
Other operating income - 509,312
Less: Operating expenses
Administrative expenses - (653,287)
Selling and distribution expenses - (250,750)
Other operating expenses - (1,245,105)
Loss from operations - (927,043)
Finance costs - (709,550)
Loss before taxation - (1,636,593)
Pre-acquisition loss - 149,996
Decrease in net profit of the Group - (1,486,597)
P
A
G
E
80
NOTES TO THE FINANCIAL STATEMENTS
38. SUMMARY OF EFFECTS OF ACQUISITION OF A SUBSIDIARY (CONT’D)
The effect of the acquisition of the subsidiary on the financial position of the Group at the financial year end
is as follows:
THE GROUP
2004 2003
RM RM
Investment in associate - 880,000
Property, plant and equipment - 29,998,876
Properties held for future development - 18,537,782
Current assets - 25,836,655
Current liabilities - (3,878,840)
Deferred liabilities - (42,231,441)
Increase in net assets of the Group - 29,143,032
The details of net assets acquired and cashflow arising from the acquisition of the subsidiaries are as follows:
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Property, plant and equipment - 29,704,722 - -
Investment in associate - 880,000 - -
Properties held for future development - 27,050,046 - -
Current assets - 22,503,103 - -
Current liabilities - (8,879,842) - -
Deferred liabilities - (41,735,746) - -
Net assets in subsidiary acquired - 29,522,283 - -
Reduction in net assets arising from
acquisition - (10,894,375) - -
Net assets - 18,627,908 - -
Goodwill on acquisition - 17,026,317 - -
Purchase consideration - 35,654,225 - 35,000,000
Cash and cash equivalents acquired - (818,781) - -
Net cash outflow on acquisition of
subsidiary - 34,835,444 - 35,000,000
P
A
G
E
81
NOTES TO THE FINANCIAL STATEMENTS
39. CASH AND CASH EQUIVALENTS
For the purpose of the cash flow statements, cash and cash equivalents comprise the following:
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Short term deposits (Note 19) 1,407,125 1,422,125 1,239,225 1,239,225
Cash and bank balances (Note 20) 3,474,278 6,084,094 2,012,100 5,201,131
Bank overdrafts (20,640,185) (21,177,916) (6,580,169) (6,413,736)
(15,758,782) (13,671,697) (3,328,844) 26,620
Less: Cash placed in sinking fund
account (Note 20) (2,010,000) (5,198,398) (2,010,000) (5,198,398)
(17,768,782) (18,870,095) (5,338,844) (5,171,778)
40. DIRECTORS’ REMUNERATION
The aggregate amount of emoluments received and receivable by the directors of the Company during the
financial year are as follows:
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
DIRECTORS’ FEES:
1. Mun Chong Shing @ Mun Chong Tian 12,000 12,000 12,000 12,000
2. Dato’ Lim Phaik Gan 12,000 12,000 12,000 12,000
3. Dato. Dr. Norraesah Bt Haji Mohamad 13,000 13,000 13,000 13,000
4. Datuk Sim Peng Choon 5,000 12,000 5,000 12,000
5. Vincent Koh Kok Kee 2,000 12,000 2,000 12,000
6. Dato’ Zainol Abidin Bin Haji A. Hamid 6,000 - 6,000 -
7. Ahmad Fizal Bin Othman 2,000 - 2,000 -
8. Tan Sri Dato’ Ir Muhammad Yusuff Bin
Haji Muhammad Yunus - 6,000 - 6,000
52,000 67,000 52,000 67,000
DIRECTORS’ NON-FEES EMOLUMENTS:
1. Sia Kwee Mow @ Sia Hok Chai 443,520 486,000 443,520 486,000
2. Sia Teong Heng 336,000 255,000 33,600 19,500
3. Mun Chong Shing @ Mun Chong Tian 2,400 1,200 2,400 1,200
4. Dato’ Lim Phaik Gan 3,600 1,200 3,600 1,200
5. Dato’ Dr. Norraesah Bt Haji Mohamad 3,900 2,400 3,900 2,400
6. Datuk Sim Peng Choon 600 3,000 600 3,000
7. Vincent Koh Kok Kee 900 3,000 900 3,000
P 8. Tan Sri Dato’ Ir Muhammad Yusuff Bin
A Haji Muhammad Yunus - 600 - 600
G 9. Dato’ Zainol Abidin Bin Haji A. Hamid 600 - 600 -
E
82 791,520 752,400 489,120 516,900
NOTES TO THE FINANCIAL STATEMENTS
40. DIRECTORS’ REMUNERATION (CONT’D)
Apart from the amounts disclosed under directors’ remuneration above, the estimated monetary value of other
benefits-in-kind received by the following directors during the financial year, otherwise than in cash are as
follows:
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
1. Sia Kwee Mow @ Sia Hok Chai 16,925 16,925 16,925 16,925
41. RELATED COMPANY TRANSACTIONS
THE COMPANY
2004 2003
RM RM
Interest paid to subsidiaries 224,889 678,807
Rental paid to a subsidiary 12,000 60,000
Dividend income received/receivable from subsidiaries 3,200,000 5,300,000
Interest received from subsidiaries 559,943 587,338
Management fee received from subsidiaries 1,680,049 270,000
42. RELATED PARTY TRANSACTIONS/BALANCES
GROUP
2004 2003
NAME OF RELATED PARTY NOTE NATURE OF TRANSACTION RM RM
Ligamas Sdn. Bhd. (a) Progress billings received/
receivable 49,919,830 19,114,882
Paling Industries Sdn. Bhd. (a) Purchase of materials 93,652 58,873
Gross dividend income 1,728,000 2,790,000
received
Sri Rawang Properties Sdn. Bhd. (a) Gross dividend income 150,005 150,000
received
Sri Berjaya Development Sdn. Bhd. (a) Gross dividend income 242,666 -
received
LOM Holdings Sdn. Bhd. (e) Acquisition of a motor 90,000 -
vehicle
Sia Poh Eng (c) Property sold - 550,000
Sia Kwee Mow @ Sia Hok Chai (d) Interest paid/payable 108,519 108,222 P
A
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E
83
NOTES TO THE FINANCIAL STATEMENTS
42. RELATED PARTY TRANSACTIONS/BALANCES (CONT’D)
RECEIVABLE PAYABLE
GROUP GROUP
2004 2003 2004 2003
NAME OF RELATED PARTIES NOTE RM RM RM RM
Ligamas Sdn. Bhd. (a) 12,021,388 9,886,903 - -
Smart Home Sdn. Bhd. (b) 37,720,372 37,720,372 - -
Sia Poh Eng (c) - 500,000 - -
Sia Kwee Mow @ Sia Hok Chai (d) - - 108,519 108,222
Peak Marketing Sdn. Bhd. (f) - - 66,645 66,645
(a) Associates
(b) A company in which Sia Kwee Mow @ Sia Hok Chai, who is a director of the Company, has a direct interest.
(c) A person connected to Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng
(d) A director of the Company
(e) A substantial shareholder of the Company
(f) A company in which Sia Teong Heng, who is a director of the company, has a direct interest.
In the opinion of the directors, the above transactions have been entered into in the ordinary course of business
on terms established by arm’s length negotiations between the parties.
43. CONTINGENT LIABILITIES
THE COMPANY
2004 2003
RM RM
Corporate guarantee (unsecured) given to banks and other licensed
financial institutions for credit facilities granted to subsidiaries 49,444,912 30,523,000
P
A
G
E
84
NOTES TO THE FINANCIAL STATEMENTS
44. SEGMENTAL REPORTING
THE GROUP
2004
PROPERTY MANUFACTURING
CONS- DEVELOP- AND
TRUCTION MENT INVESTMENT TRADING ELIMINATIONS GROUP
RM RM RM RM RM RM
REVENUE:
External revenue 49,919,830 36,270,464 126,345 - - 86,316,639
Intersegment revenue 16,693,194 - 7,746,381 - (24,439,575) -
Total revenue 66,613,024 36,270,464 7,872,726 - (24,439,575) 86,316,639
Results:
Segment results 8,288,220 2,590,585 6,291,718 (7,987) (6,525,882) 10,636,654
Finance costs (7,263,617)
Share of results of associates - 2,512,271 - 1,110,841 - 3,623,112
Profit from ordinary activities
before taxation 6,996,149
Taxation (4,923,154)
Profit from ordinary activities
after taxation 2,072,995
PROPERTY MANUFACTURING
CONS- DEVELOP- AND
TRUCTION MENT INVESTMENT TRADING GROUP
RM RM RM RM RM
Other information
Segment assets 31,821,441 290,967,684 23,771,453 11,544,983 358,105,561
Unallocated assets 8,331,990
366,437,551
Segment liabilities 42,636,445 48,802,170 14,355,639 78,360 105,872,614
Unallocated liabilities 42,189,983
148,062,597
Capital expenditure 333,977 584,399 6,500 - 924,876
Depreciation 172,645 239,203 33,535 677 446,060
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NOTES TO THE FINANCIAL STATEMENTS
44. SEGMENTAL REPORTING (CONT’D)
THE GROUP
2003
PROPERTY MANUFACTURING
CONS- DEVELOP- AND
TRUCTION MENT INVESTMENT TRADING ELIMINATIONS GROUP
RM RM RM RM RM RM
REVENUE:
External revenue 35,362,729 34,366,715 99,475 - - 69,828,919
Intersegment revenue 15,298,779 - 6,401,224 - (21,700,003) -
Total revenue 50,661,508 34,366,715 6,500,699 - (21,700,003) 69,828,919
Results:
Segment results 7,690,175 2,510,945 4,884,004 (15,190) (7,053,930) 8,016,004
Finance costs (6,793,334)
Share of results of associates - 1,884,741 - 2,042,075 3,926,816
Profit from ordinary activities
before taxation 5,149,486
Taxation (3,138,593)
Profit from ordinary
activities after taxation 2,010,893
PROPERTY MANUFACTURING
CONS- DEVELOP- AND
TRUCTION MENT INVESTMENT TRADING GROUP
RM RM RM RM RM
Other information
Segment assets 39,398,622 287,381,500 26,959,851 12,846,046 366,586,019
Unallocated assets 5,350,142
371,936,161
Segment liabilities 43,876,909 55,859,860 14,750,259 26,663 114,513,691
Unallocated liabilities 40,305,594
154,819,285
Capital expenditure 7,700 580,762 - - 588,462
Depreciation 142,474 229,114 32,016 2,999 406,603
No geographical analysis has been prepared as the Group operates wholly in Malaysia.
45. SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE
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During the financial year, Smart Home Sdn. Bhd. proposed to settle its debts owing to Mixwell (Malaysia) Sdn.
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Bhd. and Syarikat Siah Brothers Construction Sdn. Bhd. amounting to RM37,720,372 in aggregate, through the
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transfer of six parcels of development land with an aggregate market value of RM37,828,242 (“The Proposed
E Debt Settlement”). On 16 April 2004, the Proposed Debt Settlement was approved by the shareholders of the
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Company at an extraordinary general meeting.
NOTES TO THE FINANCIAL STATEMENTS
46. NUMBER OF EMPLOYEES
THE GROUP THE COMPANY
2004 2003 2004 2003
Number of employees at the
balance sheet date 100 90 9 9
47. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
Fair value is defined as the amount at which the financial instrument could be exchanged in a current
transaction between knowledgeable willing parties in an arm’s length transaction, other than in a forced sale
or liquidation. Fair values are obtained from quoted market prices, discounted cash flow models and option
pricing models as appropriate.
The following methods and assumptions are used to estimate the fair value of each class of financial
instruments:
(i) Bank balances and other liquid funds and short term receivables
The carrying amounts approximate the fair values due to the relatively short term maturity of these
instruments.
(ii) Quoted and unquoted investments
The fair values of quoted investments are estimated based on quoted market prices for these investments.
For unquoted investments, it is not practicable to determine the fair values because of the lack of quoted
market prices and the assumptions used in valuation models to value these investments cannot be
reasonably determined.
(iii) Short term borrowings and other current liabilities
The carrying amounts approximate the fair values because of the short period to maturity of these
instruments.
(iv) Long term bank loans
The carrying amounts approximate the fair values as these instruments bear interest at variable rates.
(v) Hire purchase obligations
The fair value of hire purchase obligations is determined by discounting the relevant cash flow using
current interest rates for similar instruments at the balance sheet date.
There is no disclosure of fair value for investments in subsidiaries and associates, and borrowings under the
basis of Islamic banking principles as these are excluded from MASB 24 - Financial Instruments: Disclosure and
Presentation.
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group properties
GROUP PROPERTIES as at 31 March 2004
Location Tenure/ Land/ Net Book Value
(Age of (Built-Up) As At Date of
building or Area 31. 03. 2004 Acquisition */
date of expiry) Sq. Ft. RM Description Revaluation
1. Lot 172, Section 85 Freehold 2,102/ 426,750 4 storey 29/03/2000
Town & District of Kuala Lumpur (29 years) (6,404) Shophouse
Wilayah Persekutuan for rental
(Nos. 422, 422A, 422B & 422C
Jalan Pahang, Kuala Lumpur)
2. Lot 128, 129, 130, Freehold 5,513/ 3,739,156 6 I/2 storey 28/03/2000
Section 47 (24-26 years) (38,238) commercial
Town of Kuala Lumpur building for
Wilayah Persekutuan office
(Wisma Siah Brothers headquarters
No. 74, Jalan Pahang and for rental
Kuala Lumpur)
3. Lot 31 & 32, Freehold 4,792/ 400,000 3 storey 29/03/2000
Village of Ulu Klang, (16 years) (5,340) commercial
District of Gombak building for
Selangor Darul Ehsan factory
4. No. B4-3, Freehold (1,672) 635,360 Condominium 27/03/2000
Sri Bukit Tunku (11 years) units for rental
Kuala Lumpur
5. Unit B2, B3, C1, C3, C5, C6 Freehold (11,290) 2,792,737 Condominium 27/03/2000
Intan Kenny Condominiums (10 years) units for rental
29 Persiaran Bukit Tunku,
Bukit Tunku, 50480 Kuala Lumpur
6. GM 2414, Lot No. 9332 Freehold 8,902 483,523 Vacant land 28/03/2000
Mukim Batu, Daerah and (8 years) for future
Negeri Wilayah Persekutuan development
7. P.T. 8995, 8997, 9006, 9077 Leasehold 683,762 473,197 Vacant land 28/03/2000
Mukim Batu Daerah and expiring on for future
Negeri Wilayah Persekutuan 22/4/2086 development
8 P.T. 42031, 42042-42050, Freehold 2,006,367 4,309,468 Vacant land 16/12/1993*
42052-42056, for future
Mukim Kuala Kuantan, development
District of Kuantan,
Pahang Darul Makmur
9 P.T. 42029 Freehold 49,051 156,321 Vacant land 30/03/2000
Mukim Kuala Kuantan for future
District of Kuantan, Pahang development
10 P.T. 42051 Freehold 465,672 1,365,622 Land currently 30/03/2000
Mukim Kuala Kuantan under
District of Kuantan, Pahang development
11 P.T. 9076 & 9005 Leasehold 519,164 18,150,000 Vacant land 28/03/2000
Mukim Batu Daerah and expiring on for future
P Negeri Wilayah Persekutuan 22/4/2086 development
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12 Lot No. 2398, Freehold 1,132,637 13,510,000 Vacant land 05/04/1999 *
Mukim of Batang Kali for future
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District of Hulu Selangor development
GROUP PROPERTIES
Location Tenure/ Land/ Net Book Value
(Age of (Built-Up) As At Date of
building or Area 31. 03. 2004 Acquisition */
date of expiry) Sq. Ft. RM Description Revaluation
13 Lot 2 (TL017546495) Leasehold 232,163 9,942,632 Vacant land 30/04/2002*
Signal Hill, Tanjung Lipat, expiring on for future
District of Kota Kinabalu 31/12/2093 development
State of Sabah
14 Lot 3 (TL017546486) Leasehold 195,139 29,500,000 Vacant land 30/04/2002*
Signal Hill, Tanjung Lipat, expiring on for future
District of Kota Kinabalu 31/12/2093 development
State of Sabah of hotel
15 Lot 4 (TL017546511) Leasehold 96,263 4,123,169 Vacant land 30/04/2002*
Signal Hill, Tanjung Lipat, expiring on for future
District of Kota Kinabalu 31/12/2093 development
State of Sabah
16 CL015162026 Leasehold 104,103 2,687,670 Vacant land 30/04/2002*
Signal Hill/Likas Bay expiring on for future
District of Kota Kinabalu 16/09/2911 development
State of Sabah
17 CL015162035 Leasehold 85,809 2,223,079 Vacant land 30/04/2002*
Signal Hill/Likas Bay expiring on for future
District of Kota Kinabalu 16/09/2911 development
State of Sabah
18 CL015162044 Leasehold 104,539 2,763,806 Vacant land 30/04/2002*
Signal Hill/Likas Bay expiring on for future
District of Kota Kinabalu 16/09/2911 development
State of Sabah
19 3 units at Block K, Leasehold (3,591) 908,400 Condominium 02/12/1999*
The Peak Condominium expiring on units for sale
Signal Hill, Tanjung Lipat, Likas 31/12/2093 and for rental
District of Kota Kinabalu
State of Sabah
20 A24, Ground Floor, Desa Kudalari, Freehold (800) 300,000 Condominium 26/09/2002*
Sec 63, Town of Kuala Lumpur (2 years) unit
Wilayah Persekutuan
21 H.S.(D) No. 7727, Lot 438, Freehold 48,846 732,690 Vacant land 24/08/1998*
Mukim of Serendah, for future
Ulu Selangor, Selangor development
22 Parcel C1 Storey 24, C1 25, Freehold (2,824) 857,000 Condominium 12/12/2003*
C2 27 & A1 7 Phase 2A (1 year) units
Geran 56704, Lot 547,
Mukim 17, Daerah Timur
Laut Negeri Pulau Pinang
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shareholders’ information
SHAREHOLDERS’ INFORMATION as at 30 July 2004
Authorised Shares Capital : RM200,000,000
Issued and Fully Paid Up Capital : RM 82,435,000
Class of Shares
- Ordinary shares of RM1 each : 82,435,000
Voting Right : 1 vote per ordinary share
DISTRIBUTION SCHEDULE
No. of % of % of
Shareholding Category Shareholders Shareholders No. of Shares Issued Capital
1 - 99 131 3.31 5,303 0.01
100 - 1,000 1,241 31.42 1,058,356 1.28
1,001 - 10,000 2,189 55.42 7,697,346 9.34
10,001 - 100,000 347 8.78 9,892,244 12.00
100,001 - 4,121,749 37 0.94 16,405,400 19.90
4,121,750 - 82,435,000 5 0.13 47,376,351 57.47
Total 3,950 100.00 82,435,000 100.00
THIRTY LARGEST SHAREHOLDERS (As per Record of Depositors)
No. of % of
Name of Shareholders Shares Held Issued Capital
1. LOM Holdings Sdn Bhd 14,317,500 17.37
2. Mayban Nominees (Tempatan) Sdn. Bhd. 12,468,828 15.13
- Mayban Investment Management Sdn. Bhd.
for Malayan Banking Berhad (GRM-230592)
3. Amanah Raya Nominees (Tempatan) Sdn Bhd 8,542,000 10.36
- Skim Amanah Saham Bumiputera
4. Permodalan Nasional Berhad 6,867,000 8.33
5. Evergreen Legacy Sdn Bhd 5,181,023 6.28
6. DB (Malaysia) Nominee (Asing) Sdn Bhd 2,170,400 2.63
- Deutsche Bank AG Singapore PBD for Penfold Holdings Limited
7. Amsec Nominees (Tempatan) Sdn Bhd 1,774,000 2.15
- Pledged Securities Account for Sia Teong Heng
8. RHB Capital Nominees (Tempatan) Sdn Bhd 1,480,800 1.80
- Pledged Securities Account for Sia Kwee Mow @ Sia Hok Chai (STH 981069)
9. Nican Asia Limited 1,106,478 1.34
10. Siah Teong Weoi 877,711 1.06
11. Chay Kwai Gong @ Siah Kwee Swee 757,830 0.92
12. Mun Oi @ Mun Oi Lin 755,800 0.92
13. Siah Chong Hock 722,000 0.88
14. Southwark Limited 607,000 0.74
15. Amsec Nominees (Tempatan) Sdn Bhd 500,000 0.61
- Pledged Securities Account for Pua Kim Kian
16. Penfold Holdings Limited 400,000 0.49
17. Siah Chong Ong 372,400 0.45
18. Siah Teong Yin 328,723 0.40
P 19. Poo Choo @ Ong Poo Choi 324,100 0.39
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20. Sia Tzu Lung 314,592 0.38
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SHAREHOLDERS’ INFORMATION
THIRTY LARGEST SHAREHOLDERS (As per Record of Depositors) (Cont’d)
No. of % of
Name of Shareholders Shares Held Issued Capital
21. United Overseas Nominees (Tempatan) Sdn Bhd 307,723 0.37
- Pledged Securities Account for Siah Teong Chein (KL)
22. Affin-ACF Nominees (Tempatan) Sdn Bhd 290,000 0.35
- Pledged Securities Account for Siow Sing Heng
23. Chan Wan Moi 275,000 0.33
24. Siah Chong Guan 257,400 0.31
25. Chew Siew Ying 244,000 0.30
26. Wong Chee Choon 213,200 0.26
27. Lem Kim Seong 200,000 0.24
28. Sia Poh Choo @ Sia Swee Choo 179,700 0.22
29. Goh Chye Keat 175,000 0.21
30. Sia Teong Heng 171,891 0.21
TOTAL 62,182,099 75.43
DIRECTORS’ SHAREHOLDINGS (As per Register of Directors’ Shareholdings)
Direct Interest Indirect Interest
Name of Directors Shareholdings % Shareholdings %
Sia Kwee Mow @ Sia Hok Chai 1,480,800 (a) 1.80 19,498,523 (b) 23.65
Sia Teong Heng 2,017,992 (c) 2.45 19,498,523 (b) 23.65
Mun Chong Shing @ Mun Chong Tian 21,782 0.03 - -
Dato’ Lim Phaik Gan - - - -
Dato’ Dr. Norraesah Bt. Haji Mohamad - - - -
Dato’ Zainol Abidin Bin Haji A. Hamid - - - -
Ahmad Fizal Bin Othman - - - -
Notes:
(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.
(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn.
Bhd. (5,181,023 shares).
(c) 1,774,000 shares are held in bare trust by Amsec Nominees (Tempatan) Sdn. Bhd.
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SHAREHOLDERS’ INFORMATION
SUBSTANTIAL SHAREHOLDERS (excluding bare trustees)
(As per Register of Substantial Shareholders)
No. of shares held or % of
beneficially interested in Issued Capital
Name of Substantial Shareholders Direct Indirect Direct Indirect
Pemegang Amanah Raya Malaysia 8,542,000 - 10.36 -
- Skim Amanah Saham Bumiputera
Sia Kwee Mow @ Sia Hok Chai 1,480,800 (a) 19,498,523 (b) 1.80 23.65
Sia Teong Heng 2,017,992 (c) 19,498,523 (b) 2.45 23.65
LOM Holdings Sdn. Bhd. 14,317,500 5,181,023 (d) 17.37 6.28
Evergreen Legacy Sdn. Bhd. 5,181,023 - 6.28 -
Malayan Banking Berhad 12,468,828 - 15.13 -
Permodalan Nasional Berhad 6,867,000 - 8.33 -
Yayasan Pelaburan Bumiputra - 6,867,000 (e) - 8.33
Notes:
(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.
(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn.
Bhd. (5,181,023 shares)
(c) 1,774,000 shares are held in bare trust by Amsec Nominees (Tempatan) Sdn. Bhd.
(d) Deemed interest by virtue of its shareholding in Evergreen Legacy Sdn. Bhd.
(e) Deemed interest by virtue of its shareholding in Permodalan Nasional Berhad
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proxy form
SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)(199310-P)
(Incorporated in Malaysia)
I/We, ______________________________________________________________________________________
of ________________________________________________________________________________________
being a member/ members of the abovenamed Company do hereby appoint ______________________________
___________________________________________ of ___________________________________________
______________________________________ or failing whom, ______________________________________
of ________________________________________________________________________________________
as my/our proxy to vote for me/us and on my/our behalf at the Fourteenth Annual General Meeting of the Company
to be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Thursday,
23 September 2004 at 11.00 a.m. and at any adjournment thereof in the manner indicated below:
No. Resolution For Against
1. Adoption of Reports and Audited Financial Statements [ ] [ ]
2. Declaration of a first and final dividend [ ] [ ]
3. Payment of Directors’ fees [ ] [ ]
4. Re-appointment of Director : YBhg. Dato’ Lim Phaik Gan [ ] [ ]
5. Re-appointment of Director : Mr Sia Kwee Mow @ Sia Hok Chai [ ] [ ]
6. Re-election of Director : Mr Sia Teong Heng [ ] [ ]
7. Re-election of Director : YBhg. Dato’ Zainol Abidin Bin Haji A. Hamid [ ] [ ]
8. Re-election of Director : En. Ahmad Fizal Bin Othman [ ] [ ]
9. Re-appointment of Auditors [ ] [ ]
10. Authority to Directors to allot and issue shares [ ] [ ]
(Please indicate with an ‘X’ in the appropriate box against each resolution how you wish your proxy to vote. If no
instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion.)
Dated this _____________________________ day of _____________________________, 2004
Number of
Shares held
_____________________________
Signature of Member(s)
NOTES:
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him.
To be valid, this form duly completed must be deposited at the Registered Office of the Company not less than forty-eight
(48) hours before the time for holding the meeting. Where a member appoints more than one (1) proxy, the appointment
shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
If the appointor is a corporation, this form must be executed under its common seal or under the hand of the attorney.
FOLD THIS FLAP FOR SEALING
THEN FOLD HERE
Affix
Stamp
The Company Secretaries
SBC CORPORATION BERHAD (199310-P)
(Formerly known as Siah Brothers Corporation Berhad)
Wisma Siah Brothers,
74A, Jalan Pahang,
53000 Kuala Lumpur.
FIRST FOLD HERE
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