SBC Corporation Berhad: Annual Audited Accounts 2001

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SBC Corporation Berhad: Annual Audited Accounts 2001

  1. 1. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P F IN ANCIAL R EPOR T for the financial year ended 31 March 2001 CONTE NTS Page Directors’ Report......................................................................................................................................................1 Statement by Directors........................................................................................................................................9 Statutory Declaration.............................................................................................................................................9 Auditors’ Report......................................................................................................................................................10 Balance Sheets...........................................................................................................................................................12 Income Statements.................................................................................................................................................13 Statements of Changes in Equity..................................................................................................................14 Cash Flow Statements..........................................................................................................................................15 Notes to the Financial Statements.................................................................................................................17
  2. 2. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T 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 2001. P RI NCIPA L ACTI VITIES The Company is principally engaged in the business of investment holding and the provision of management and administrative services to the subsidiary companies. The principal activities of the subsidiary companies are disclosed in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. R ESU LTS THE GROUP THE COMPANY RM RM Profit after taxation for the financial year 1,070,935 20,257,759 D IV IDEND S Since the end of the previous financial year, the Company paid the following dividends:- (i) dividend of 5.5% less 28% tax amounting to RM246,864 for the Irredeemable Cumulative Convertible Preference Shares (“ICCPS”) in respect of the previous financial year, in accordance with the terms of issue of the ICCPS; and (ii) first and final dividend of 1.5% less 28% tax amounting to RM545,065 for the ordinary shares in respect of the previous financial year as proposed in the directors’ report of that financial year. For the financial year, (i) the directors have declared the payment of a dividend of 5.5% less 28% tax amounting to RM270,587 for the ICCPS, in accordance with the terms of issue of the ICCPS; and (ii) the directors recommend the payment of a first and final dividend of 1.5% less 28% tax amounting to RM545,065 in respect of the ordinary shares. Page 1
  3. 3. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T R ESE RVES AND P ROVI SION S There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the financial statements. I SS UES OF S HARES During the financial year, (a) there were no changes in the authorised and issued and paid-up capital of the Company; and (b) there were no issues of debentures by the Company. E MPLOYE E S HARE OPTI ON S CHEME (“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 at an exercise price of RM1.40 per share is as follows:- NUMBER OF ORDINA RY SHA RES OF RM1 EACH UND ER OPTION At 14 July 2000 ( date of implementation) 3,563,000 Ex ercised during the f inancial year - At 31 March 2001 3,563,000 The salient features of the ESOS are disclosed in Note 40 to the financial statements. OPTI ONS GRANT ED OVER UNI SSUED S HARES During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company except for the share options granted pursuant to the ESOS. The Company however has in issue a total of 17,076,200 Transferable Subscription Rights (“TSRs”) of which the expiry date has been extended to 20 February 2004. The TSRs entitle the holders thereof the rights 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. Page 2
  4. 4. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T B AD AND D OUBT FUL D EBT S 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 provision for doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts. At the date of this report, the directors are not aware of any circumstances that would further require the writing off of bad debts, or additional provision for doubtful debts in the financial statements of the Group and of the Company. CURRE NT ASS ETS 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. VALUA TION METHOD S 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. CONTI NGENT AND OTHER LIA BILITIE S Other than the contingent liabilities as disclosed in Note 38 to the financial statements, at the date of this report, there does not exist: (i) 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 (ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. CONTI NGENT AND OTHER LIA BILITIE S (CONT’D) 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 Page 3
  5. 5. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T 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 CIR CUMSTANCE S 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. I TEMS OF AN UNUSU AL NATUR E 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 other than as disclosed in Note 28 to the financial statements. 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. D IR ECTORS The directors who served since the date of the last report are as follows:- TAN SRI DATO ’ IR MUH AMMAD YUSU FF BIN HAJ I MUH AMMAD YUN US SIA KWEE MOW @ SIA HOK CHA I SIA TEON G HEN G MUN CHON G SHIN G @ MUN CHON G TIAN DATO ’ LIM PHA IK GAN DR. NORRAESA H BT HAJ I MOHA MAD DATU K SIM PEN G CHOON ABDU L RAH MAN BIN A.S HU KOR (ALTE RNATE TO DATU K SIM PEN G CHOON , APPOINTE D ON 5.2.2001) IBRAH IM BIN AWAN G (ALTE RNATE TO DATU K SIM PEN G CHOON , RESIGNE D ON 3.1.2001) YEOH HOCK THON G (RESIGNE D ON 2.4.2001) Page 4
  6. 6. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T D IR ECTORS (CONT’D) Pursuant to Section 129 of the Companies Act, 1965, Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus and Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for re-election under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting of the Company. Pursuant to Article 80 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 the Listing Requirements of the Kuala Lumpur Stock Exchange, Sia Kwee Mow @ Sia Hok Chai retires at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election. D IR ECTORS’ INTER ESTS According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year, in shares, TSRs, Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) and options under the ESOS in the Company during the financial year are as follows:- NUMBE R OF ORDIN ARY SHA RES OF RM1 EACH AT AT 1.4.2000 BOUGH T SOLD 31.3.2001 DIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I 3,982,400 - - 3,982,400 SIA TEON G HEN G 1,296,400 - - 1,296,400 MUN CHON G SHIN G @ MUN CHON G TIAN 17,000 - - 17,000 DATO ’ LIM PHA IK GAN 5,000 - - 5,000 DATU K SIM PEN G CHOON 10,000 - - 10,000 INDIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I 7,463,832 - - 7,463,832 SIA TEON G HEN G 7,463,832 - - 7,463,832 TRAN SFERA BLE SUBSCRIPTION RIGHTS AT AT 1.4.2000 BOUGH T SOLD 31.3.2001 DIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I 3,078,500 - - 3,078,500 DR. NORRAESA H BT HAJ I MOHA MAD 4,000 - - 4,000 MUN CHON G SHIN G @ MUN CHON G TIAN 12,500 - - 12,500 Page 5
  7. 7. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T D IR ECTORS’ INTER ESTS (CONT’D) TRAN SFERA BLE SUBSCRIPTION RIGHTS AT AT 1.4.2000 BOUGH T SOLD 31.3.2001 INDIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I 1,746,780 - - 1,746,780 SIA TEON G HEN G 1,746,780 - - 1,746,780 IRRED EEMA BLE CONV ERTIBLE UNSE CURED LOAN STOCKS AT AT 1.4.2000 BOUGH T SOLD 31.3.2001 DIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I 2,054,250 - - 2,054,250 SIA TEON G HEN G 1,432,500 - - 1,432,500 MUN CHON G SHIN G @ MUN CHON G TIAN 22,000 - - 22,000 DATU K SIM PEN G CHOON 4,000 - - 4,000 INDIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I 89,693,206 - - 89,693,206 SIA TEON G HEN G 89,693,206 - - 89,693,206 NUMBE R OF ORDIN ARY SHA RES OF RM1 EACH UND ER OPTION AT AT 1.4.2000 GRAN TED E XERCISED 31.3.2001 DIRECT INTERES T SIA KWEE MOW @ SIA HOK CHA I - 450,000 - 450,000 SIA TEON G HEN G - 350,000 - 350,000 MUN CHON G SHIN G @ MUN CHON G TIAN - 350,000 - 350,000 YEOH HOCK THON G - 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 subsidiary companies to the extent of the Company’s interest, 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, ICULS or options under the ESOS of the Company or its related corporations during the financial year. Page 6
  8. 8. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T D IR ECTORS’ BENEF ITS 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 36 to the financial statements. Neither during nor at the end of the financial year was the Company or its subsidiary companies 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 existing TSRs and ICULS held by certain directors which would enable them to acquire new shares in the Company and the share options granted pursuant to the ESOS. S IGN IFICANT E VENT S The significant events involving the Group and the Company during the current financial year are disclosed in Note 40 to the financial statements. S UBS EQUENT E VENT The significant subsequent event of the Group and the Company is disclosed in Note 41 to the financial statements. Page 7
  9. 9. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P D IR ECTORS’ REPOR T AUDI TORS The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office. S IGN ED I N ACCORDA NCE W IT H A RESOL UTION OF T HE D IR ECTORS T AN S RI D ATO’ IR MUHAMMAD YUSUF F B IN H AJI MUHAMMAD YUNUS S IA KWEE MOW @ S IA H OK CHAI Page 8
  10. 10. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P S TATE MENT B Y D IR ECTORS We, Tan Sri Dato’ Ir Muhammad Yusuff Bin Haji Muhammad Yunus and Sia Kwee Mow @ Sia Hok Chai, being two of the directors of Siah Brothers Corporation Berhad, state that, in the opinion of the directors, the financial statements set out on pages 12 to 51 are drawn up in accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 March 2001 and of their results and cash flows for the financial year ended on that date. T AN S RI D ATO ’ IR MUHAMMAD YUSUFF S IA KWEE MOW @ B IN H AJI MUHAMMAD YUNUS S IA H OK CHAI S TATUTORY D ECLARATION I, Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), being the director primarily responsible for the financial management of Siah Brothers Corporation Berhad, do solemnly and sincerely declare that the financial statements set out on pages 12 to 51 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 Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), at Kuala Lumpur in the Federal Territory on this S IA KWEE MOW @ S IA H OK CHAI Before me Page 9
  11. 11. R EPOR T OF T HE AUDI TORS T O T HE MEMBER S OF SIAH BROTHERS CORPORATION BERHAD Company No : 199310 - P We have audited the financial statements set out on pages 12 to 51. 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 2001 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 subsidiary companies 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 subsidiary companies for which we have not acted as auditors, as indicated in Note 5 to the financial statements. Page 10
  12. 12. R EPOR T OF T HE AUDI TORS T O T HE MEMBER S OF SIAH BROTHERS CORPORATION BERHAD (CONT ’D) Company No : 199310 - P We are satisfied that the financial statements of the subsidiary companies 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 subsidiary companies were not subject to any qualification and did not include any comments made under Section 174 (3) of the said Act. H ORWATH MOK & POON ONN KIE N H OE Firm No: AF 0995 Approval No: 1772/11/02 (J) Public Accountants Partner of Firm Kuala Lumpur Page 11
  13. 13. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P B ALAN CE S HEET S AT 31 MARCH 2001 THE GROUP THE COMPANY 2001 2000 2001 2000 NOTE RM RM RM RM ASSETS Investment in subsidiary companies 5 - - 167,370,110 173,370,110 Interest in associate companies 6 117,533,764 104,715,489 10,440,450 8,040,450 Property, plant and equipment 7 12,723,305 31,271,271 102,240 155,302 Investment properties 8 16,987,903 17,869,093 - - Other assets 9 664,585 264,799 - - Goodwill on consolidation 10 10,245,527 7,511,884 - - Intangible assets 11 - 740,781 - - 158,155,084 162,373,317 177,912,800 181,565,862 CURRENT ASSETS Inventories 12 9,740,311 16,785,581 - - Property development in progress 13 25,755,399 26,915,382 - - Debtors 14 103,665,479 94,550,891 44,797,149 20,313,044 Amounts owing by subsidiary companies 15 - - 16,170,926 21,022,577 Amounts owing by associate companies 16 5,644,198 6,791,231 101,383 27,883 Short term deposits with a licensed bank 150,000 3,272,665 - - Cash and bank balances 1,136,617 1,563,932 79,070 81,157 146,092,004 149,879,682 61,148,528 41,444,661 LESS: CURRENT LIABILITIES Amount owing to contract customers 17 603,824 1,665,665 - - Creditors 18 34,864,221 48,705,990 421,539 5,075,818 Amount owing to a director 19 2,918,800 2,918,800 2,918,800 2,918,800 Proposed dividend 545,065 545,065 545,065 545,065 Dividend payable 270,587 246,864 270,587 246,864 Short term borrowings 20 48,543,794 39,403,957 14,462,435 13,223,181 87,746,291 93,486,341 18,618,426 22,009,728 NET CURRENT ASSETS 58,345,713 56,393,341 42,530,102 19,434,933 216,500,797 218,766,658 220,442,902 201,000,795 FINANCED BY:- SHARE CAPITAL 21 57,301,943 57,301,943 57,301,943 57,301,943 RESERVES 22 43,087,162 42,831,879 47,540,959 28,098,852 SHAREHOLDERS’ EQUITY 100,389,105 100,133,822 104,842,902 85,400,795 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 23 115,600,000 115,600,000 115,600,000 115,600,000 DEFERRED LIABILITIES 24 511,692 3,032,836 - - 216,500,797 218,766,658 220,442,902 201,000,795 NET TANGIBLE ASSETS PER SHARE 25 165 Sen 168 Sen THE GROUP THE COMPANY The annexed notes form an integral part of these financial statements. Page 12
  14. 14. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P I NCOME S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 2001 2000 2001 2000 NOTE RM RM RM RM TURNOVER 26 92,411,289 114,707,092 9,946,518 11,548,616 COST OF SALES (81,341,010) (97,786,539) - - GROSS PROFIT 11,070,279 16,920,553 9,946,518 11,548,616 OTHER OPERATING INCOME 1,683,032 2,414,798 204 25,124 ADMINISTRATIVE AND OTHER OPERATING EXPENSES (15,245,542) (10,834,433) (3,881,801) (1,386,298) (LOSS)/PROFIT FROM OPERATIONS (2,492,231) 8,500,918 6,064,921 10,187,442 FINANCIAL EXPENSES (9,597,215) (9,698,411) (8,641,329) (8,685,386) SHARE OF PROFIT OF ASSOCIATE COMPANIES 2,781,304 3,759,401 - - (LOSS)/PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEM 27 (9,308,142) 2,561,908 (2,576,408) 1,502,056 EXCEPTIONAL ITEM 28 10,729,328 (6,508) 23,475,000 - PROFIT BEFORE TAXATION 1,421,186 2,555,400 20,898,592 1,502,056 TAXATION 29 (350,251) 1,173,757 (640,833) (508,000) PROFIT AFTER TAXATION 1,070,935 3,729,157 20,257,759 994,056 Earnings per share (sen) - basic 30 1.6 6.9 - diluted 30 N/A 6.5 The annexed notes form an integral part of these financial statements. Page 13
  15. 15. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P S TATE MENTS OF CHANGES I N E QUI TY F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 NOTE S H AR E S H AR E R ETA IN ED C A PI TA L C A PI TA L P R EMI UM P R OFITS R ESER VE TO TA L TH E GR OU P RM RM RM RM RM Balance at 1.4.1999 50,468,943 21,507,027 15,588,132 2,999,998 90,564,100 Allotment of 5.5% Irredeemable Cumulative Convertible Preference Shares (“ICCPS”) 6,833,000 - - - 6,833,000 Write-off of expense incurred for the issuance of ICCPS and Transferable Subscription Rights (“TSRs”) - (200,506) - - (200,506) Profit after taxation for the financial year - - 3,729,157 - 3,729,157 Dividends 31 - - (791,929) - (791,929) Balance at 31.3.2000/1.4.2000 57,301,943 21,306,521 18,525,360 2,999,998 100,133,822 Profit after taxation for the financial year - - 1,070,935 - 1,070,935 Dividends 31 - - (815,652) - (815,652) Realisation on disposal of a subsidiary company - - 1,799,999 (1,799,999) - Balance at 31.3.2001 57,301,943 21,306,521 20,580,642 1,199,999 100,389,105 THE C OM PA NY Balance at 1.4.1999 50,468,943 21,507,027 6,590,204 - 78,566,174 Allotment of 5.5% ICCPS 6,833,000 - - - 6,833,000 Write-off of expense incurred for the issuance of ICCPS and TSRs - (200,506) - - (200,506) Profit after taxation for the financial year - - 994,056 - 994,056 Dividends 31 - - (791,929) - (791,929) Balance at 31.3.2000/1.4.2000 57,301,943 21,306,521 6,792,331 - 85,400,795 Profit after taxation for the financial year - - 20,257,759 - 20,257,759 Dividends 31 - - (815,652) - (815,652) Balance at 31.3.2001 57,301,943 21,306,521 26,234,438 - 104,842,902 The retained profits of the Group are attributable to/(absorbed by):- 2001 2000 RM RM The Company 26,234,438 6,792,331 Subsidiary companies (20,808,795) 6,996,305 Associate companies 15,154,999 4,736,724 20,580,642 18,525,360 The annexed notes form an integral part of these financial statements. Page 14
  16. 16. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P CASH F LOW S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 THE GROUP THE COMPANY 2001 2000 2001 2000 NOTE RM RM RM RM CASH FLOWS FOR OPERATING ACTIVITIES (Loss)/Profit before taxation and before exceptional item (9,308,142) 2,561,908 (2,576,408) 1,502,056 Exceptional item 10,729,328 (6,508) 23,475,000 - Profit before taxation 1,421,186 2,555,400 20,898,592 1,502,056 Adjustments for:- Amortisation of deferred expenses 47,710 51,818 - - Bad debts written off 335,590 - 327,763 - Deferred expenses written off 42,696 126,221 - - Depreciation and amortisation of property, plant and equipment 2,723,640 3,161,054 56,617 143,327 Deposit written off 150,000 - 150,000 - Exceptional (gain)/loss on disposal of a subsidiary company (10,729,328) 6,508 (23,475,000) - Interest expense 9,396,503 9,446,836 8,460,745 8,513,140 Preliminary expenses written off 19,645 - - - Pre-operating expenses written off 68,866 - - - Provision for doubtful debts 6,872,514 998,000 2,352,737 - Trademark written off 436,375 - - - Dividend income - (135) (8,944,445) (10,027,776) Interest income (318,667) (1,470,881) (708,073) (1,226,840) Gain on disposal of property, plant and equipment (170,656) (340,412) 2,899 (25,124) Gain on disposal of investment properties (766,749) - - - Share of profit in associate companies (2,781,304) (3,759,401) - - Operating profit/(loss) before working capital changes 6,748,021 10,775,008 (878,165) (1,121,217) Decrease/(Increase) in inventories 1,461,305 (387,310) - - Decrease in property development-in-progress 1,818,074 3,648,129 - - (Increase)/Decrease in trade and other debtors 5,654,195 12,859,888 (2,069,605) (2,299,137) (Decrease)/Increase in trade and other creditors (12,322,200) (16,841,837) (4,654,279) 2,623,178 (Decrease)/Increase in amount owing to contract customers (695,114) 633,338 - - Increase in deferred expenditure (47,712) (245,262) - - CASH FROM/(FOR) OPERATIONS 2,616,569 10,441,954 (7,602,049) (797,176) Interest paid (10,421,321) (9,857,985) (8,460,745) (8,513,140) Taxes paid (3,941,393) (2,616,474) (640,833) (508,000) Interest received 318,667 1,470,881 708,073 1,226,840 NET CASH FOR OPERATING ACTIVITIES CARRIED FORWARD (11,427,478) (561,624) (15,995,554) (8,591,476) The annexed notes form an integral part of these financial statements. Page 15
  17. 17. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P CASH F LOW S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 THE GROUP THE COMPANY 2001 2000 2001 2000 NOTE RM RM RM RM NET CASH FOR OPERATING ACTIVITIES BROUGHT FORWARD (11,427,478) (561,624) (15,995,554) (8,591,476) CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES Advances to subsidiary companies - - - (21,540,067) Dividend income from quoted investment - 135 - - Dividends received from subsidiary companies - - 10,774,445 9,727,776 Net cash (outflow)/inflow on disposal of subsidiary company 32 (2,192,116) 460,325 - - Reduction of cost of investment through transfer of properties - - - 13,510,000 Purchase of property, plant and equipment 33 (1,184,381) (1,007,695) (9,654) (15,868) Proceeds from disposal of property, plant and equipment 292,999 419,001 3,200 25,125 Proceeds from disposal of investment properties 1,647,939 - - - NET CASH (FOR)/FROM INVESTING ACTIVITIES (1,435,559) (128,234) 10,767,991 1,706,966 CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES Repayment by/(Advance to) associate companies 1,147,033 (2,981,693) (73,500) (150) Repayment by subsidiary companies - - 4,851,651 - Dividend paid to minority shareholders - (230,000) - - Dividend paid to shareholders of the Company (545,065) (363,376) (545,065) (363,376) Expenses incurred on issuance of ICCPS and TSRs - (200,506) - (200,506) Proceeds from issuance of ICCPS - 6,833,000 - 6,833,000 Dividend paid to holder of ICCPS (246,864) - (246,864) - (Repayment)/Drawdown of revolving credit (407,181) 1,450,000 - - Repayment of term loans (354,424) (327,694) - - Repayment to hire purchase creditors (44,721) (186,896) - - NET CASH (FOR)/FROM FINANCING ACTIVITIES (451,222) 3,992,835 3,986,222 6,268,968 NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (13,314,259) 3,302,977 (1,241,341) (615,542) CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR (12,436,882) (15,739,859) (6,142,024) (5,526,482) CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 34 (25,751,141) (12,436,882) (7,383,365) (6,142,024) The annexed notes form an integral part of these financial statements. Page 16
  18. 18. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P CASH F LOW S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 1. GENER AL I NFORMAT ION The Company is incorporated as a public company limited by shares under the Malaysian Companies Act, 1965. The domicile of the Company is Malaysia. The registered office and principal place of business is as follows:- Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur. 2. P RI NCIPA L ACTI VITIES The Company is principally engaged in the business of investment holding and the provision of management and administrative services to the subsidiary companies. The principal activities of the subsidiary companies are disclosed in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. 3. B ASI S OF ACCOUNT ING The financial statements are prepared under the historical cost convention and in compliance with applicable approved accounting standards. 4. S IGN IFICANT ACCOUNT ING P OLI CIES (a) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiary companies made up to 31 March 2001. The subsidiary companies are consolidated using the acquisition method. The results of subsidiary companies acquired or disposed of during the financial year are dealt with in the consolidated income statement from the effective dates of acquisition or disposal. All significant intragroup transactions, balances and unrealised profits are eliminated on consolidation. Goodwill represents the excess of the fair value of 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 purchase consideration. The annexed notes form an integral part of these financial statements. Page 17
  19. 19. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 4. S IGN IFICANT ACCOUNT ING P OLI CIES (CONT’D) (a) Basis of Consolidation (Cont’d) 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 written off is taken to the income statement. (b) Property, Plant and Equipment Freehold land is stated at cost and is not depreciated. Other property, plant and equipment are stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is calculated under the straight-line method to write off the cost of the property, plant and equipment over their estimated useful lives. The principal annual rates used for this purpose are:- Long leasehold land and buildings Over 99 years Factory2% - 3% Plant and machinery, construction machinery and equipment 5% - 20% Formwork, scaffoldings and containers 10% - 25% Factory equipment, moulds and dies 10% - 16% Office equipment, computers, furniture and fittings, tools and fittings 5% - 20% Motor vehicles 20% (c) Associate Companies The investment in associates in the consolidated financial statements are accounted for under the equity method, based on the financial statements of the associates made up to the 31 March 2001. The Group’s share of results of associates is included in the consolidated income statement and the Group’s share of post acquisition retained profits and reserves is added to the cost of investment in the consolidated balance sheet. The investment in associates in the financial statements of the Company is carried at cost. Page 18
  20. 20. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 4. S IGN IFICANT ACCOUNT ING P OLI CIES (CONT’D) (d) Investments Investments other than associate companies are held on a long term basis and are stated at cost. Provision for diminution in the value is only made if the directors are of the opinion that the diminution is permanent. (e) Investment Properties Investment properties are held as long term investments to generate income and for capital gain, and are stated at cost. These properties are not depreciated. (f) Inventories Inventories are stated at the lower of cost and net realisable value. For manufactured goods, cost is determined on the weighted average basis and includes the cost of materials and incidentals incurred in bringing the inventories to their present location and condition. For finished goods and work-in-progress, cost includes direct labour and appropriate production overheads. (g) Debtors Debtors 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. (h) Properties Development-In-Progress Properties development-in-progress comprises land and related development expenditure incurred plus attributable profits less progress billings and foreseeable losses, if any. Land is stated at cost. Development expenditure comprises construction and other related development costs and administrative overheads relating to the property development. Interest costs on borrowings taken to finance the relevant development projects are included in the development expenditure from commencement to the completion of the development projects. Page 19
  21. 21. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 4. S IGN IFICANT ACCOUNT ING P OLI CIES (CONT’D) (h) Properties Development-In-Progress (Cont’d) Attributable profits are determined based on the percentage of completion method, on sold properties. (i) Amount Owing To Contract Customers Amount owing 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 (j) Interest Capitalisation Interest incurred on borrowings specifically taken to finance the development of properties is capitalised until it is ready for its intended use, after which such expense is charged to the income statement. (k) Deferred Taxation Deferred taxation is provided using the liability method on all material timing differences except where no liability is expected to arise in the foreseeable future. Deferred tax benefit is only recognised when there is reasonable expectation of realisation in the foreseeable future. (l) 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 approximate rates ruling as of that date. All exchange differences are taken to the income statement. Page 20
  22. 22. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 4. S IGN IFICANT ACCOUNT ING P OLI CIES (CONT’D) (m) 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 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) Interest income and dividend income are recognised on an accrual basis. Page 21
  23. 23. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 4. S IGN IFICANT ACCOUNT ING P OLI CIES (CONT’D) (n) Intangible Assets (i) Preliminary and pre-operating expenses Incorporation expenses incurred are shown as preliminary expenses while expenses incurred subsequent to the date of incorporation but before the commencement of operations are shown as pre-operating expenses. Both preliminary and pre-operating expenses are written off to the income statement as and when they are incurred. (ii) Deferred expenses Deferred expenses comprise expenditure incurred on certain plant and machinery to extend their useful lives. The deferred expenses are amortised on a straight line basis over a period of two years. (iii) Trademark This represents the agreed cost of a trademark for the use on certain products of the Group. Amortisation is based on annual production against expected total capacity. Trademark is written off when it is no longer expected to generate income in the foreseeable future. (o) Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, 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. 5. I NVES TMENT I N S UBS IDI ARY COMPANI ES THE COMPANY 2001 2000 RM RM Unquoted shares, at cost 167,370,110 173,370,110 Page 22
  24. 24. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 5. I NVES TMENT I N S UBS IDI ARY COMPANI ES (CONT’D) Details of the subsidiary companies, which are all incorporated in Malaysia, are as follows:- Name of Company Effective Equity Interest Principal 2001 2000 Activities % % Syarikat Siah Brothers 100 100 General building Trading Sendirian Berhad contractor and investment holding Syarikat Siah Brothers 100 100 Building and civil Construction Sdn. Bhd. engineering works Siah Brothers Enterprise 100 100 Building contractor Sdn. Bhd. * Siah Brothers Industries 100 100 Investment holding Sdn. Bhd. * Siah Brothers Land 100 100 Investment holding Sdn. Bhd. Siah Brothers Project 100 100 Provision of Management Sdn. Bhd.* management services Siah Brothers Properties 100 100 Investment holding Sdn. Bhd.* Mixwell (Malaysia) 100 100 Project management Sdn. Bhd. and property development Siah Brothers Development 100 100 Proposed property Sdn. Bhd. * development Page 23
  25. 25. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 5. I NVES TMENT I N S UBS IDI ARY COMPANI ES (CONT’D) Name of Company Effective Equity Interest Principal 2001 2000 Activities % % Sinaran Naga Sdn. Bhd. 100 100 Property development Tiara Development 100 100 Proposed property Sdn. Bhd.* development SBC Homes Sdn. Bhd.* 100 100 Proposed property development Lifeplus – Siah Brothers Trading 100 100 Project management JV Sdn. Bhd. and its related (formerly known as SBC Civil & technical services Structural Sdn. Bhd.) Seri Ampangan Realty 100 100 Property development Sdn. Bhd. SBC Leisure Sdn. Bhd.* 100100Property development SBC Towers Sdn. Bhd.* 100100Property development Aureate Construction 100100Property investment Sdn. Bhd.* Winsome Ventures 100100Intended property Sdn. Bhd. management Masahmura Sdn. Bhd.* 51 51 Manufacturing of material handling equipment and metal frames Masahmura Sales & 51 51 Trading of light Service Sdn. Bhd. industrial handling equipment and metal frames Page 24
  26. 26. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 5. I NVES TMENT I N S UBS IDI ARY COMPANI ES (CONT’D) Name of Company Effective Equity Interest Principal 2001 2000 Activities % % Paling Industries Sdn. Bhd.* -# 100 Manufacturing of plastic building materials Liga Canggih Sdn. Bhd.* - ## 100 Dormant * Not audited by Horwath Mok & Poon. # During the financial year, the Company disposed of 60% of its equity interest in Paling Industries Sdn. Bhd. (“Paling”) thereby resulting in Paling becoming an associate company. Further details of the divestment are disclosed in Note 40 (c) to the financial statements. ## Held by Paling. 6. I NTER EST I N ASS OCIATE COMPANI ES THE GROUP THE COMPANY 2001 2000 2001 2000 RM RM RM RM Unquoted shares, at cost 10,760,451 8,360,451 10,440,450 8,040,450 Unquoted shares at Group cost (Note a) 91,618,314 91,618,314 - - Share of post acquisition reserves 15,154,999 4,736,724 - - 117,533,764 104,715,489 10,440,450 8,040,450 THE GROUP 2001 2000 RM RM The interest in associate companies comprises:- Group’s share of net tangible assets 71,517,794 58,699,519 Group’s share of intangible assets 63,967 63,967 Revaluation of Group cost (net of deferred taxation) (Note b) 45,952,003 45,952,003 117,533,764 104,715,489 Page 25
  27. 27. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 6. I NTER EST I N ASS OCIATE COMPANI ES (CONT’D) (a) Unquoted shares at Group cost THE GROUP 2001 2000 RM RM At 1 April 2000/1999 91,618,314 119,580,739 Reduction through transfer of land - (13,510,000) Reduction through transfer of equity interest in Mixwell - (14,452,425) 91,618,314 91,618,314 (b) Revaluation of Group cost At 1 April 2000/1999 45,952,003 73,914,428 Reduction to Group cost arising from the settlement of the short fall in the profit guarantee by the main vendor and a guarantor for the purchase of Mixwell by the Company by way of:- - transfer of land - (13,510,000) - transfer of equity interest in Mixwell - (14,452,425) 45,952,003 45,952,003 Details of the associate companies, which are all incorporated in Malaysia, are as follows:- Effective Equity Principal Name of Company Interest Activities 2001 2000 % % Ligamas Sdn. Bhd.* 50.0 50.0 Property development Varich Industries 50.0 50.0 Proposed quarrying Sdn. Bhd.# Page 26
  28. 28. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 6. I NTER EST I N ASS OCIATE COMPANI ES (CONT’D) Effective Equity Principal Name of Company Interest Activities 2001 2000 % % Sri Berjaya Development 33.3 33.3 Investment and Sdn. Bhd.# development of landed properties Sri Rawang Properties 22.2 22.2 Investment in properties Sdn. Bhd.# and rubber estates South East Best 20.0 20.0 Property development Sdn. Bhd.* Paling Industries Sdn. Bhd.* 40.0 - Manufacturing of plastic building materials * Share of results of these associate companies are based on the latest available unaudited management financial statements made up to 31 March 2001. # The results of these associate companies have not been equity accounted as the amounts involved are insignificant. Page 27
  29. 29. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATEMENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 7. P ROPE RTY, PLANT AND E QUI PMENT OF FI CE P LANT EQUIPMENT, AND C OMPUTERS, MACHINER Y, F URNITURE LEASEHOLD C ONSTRUCTION F ORMWORK, F ACTORY AND LAND MACHINER Y S C AFFOLDING EQUIPMENT, F ITTINGS, AND F R EEHOLD F ACTORY AND AND MOULDS TOOLS AND MOTOR B UILDINGS LAND B UILDING EQUIPMENT C ONTAI NERS AND DIES F ITTINGS VEHI CLES TOTAL THE GR OUP RM RM RM RM RM RM RM RM RM At C OST At 1.4.2000 9,490,418 6,114,092 6,040,013 22,224,158 4,316,916 9,494,035 4,283,975 1,879,422 63,843,029 Additions 126,792 - - 477,067 - 418,627 83,749 423,949 1,530,184 Disposals - - (13,300) - (14,900) (16,984) (369,290) (414,474) Disposal of a subsidiary company (4,479,501) - (6,040,013) (18,034,086) - (9,897,762) (746,412) (192,099) (39,389,873) At 31.3.2001 5,137,709 6,114,092 - 4,653,839 4,316,916 - 3,604,328 1,741,982 25,568,866 AC CUMULATED DEPRECIATION At 1.4.2000 455,593 - 1,063,150 15,101,048 4,260,665 7,046,362 2,979,846 1,665,094 32,571,758 Charge for the financial year 53,783 - 147,293 1,487,954 27,869 568,056 292,791 145,894 2,723,640 Disposals - - - (12,035) - (14,900) (9,870) (255,326) (292,131) Disposal of a subsidiary company (509,376) - (1,210,443) (12,025,608) - (7,599,518) (624,462) (188,299) (22,157,706) At 31.3.2001 - - - 4,551,359 4,288,534 - 2,638,305 1,367,363 12,845,561 Page 28
  30. 30. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATEMENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 7. P ROPE RTY, PLANT AND E QUI PMENT (CONT’D) OF FI CE P LANT EQUIPMENT, AND C OMPUTERS, MACHINER Y, F URNITURE LEASEHOLD C ONSTRUCTION F ORMWORK, F ACTORY AND LAND MACHINER Y S C AFFOLDING EQUIPMENT, F ITTINGS, AND F R EEHOLD F ACTORY AND AND MOULDS TOOLS AND MOTOR B UILDINGS LAND B UILDING EQUIPMENT C ONTAI NERS AND DIES F ITTINGS VEHI CLES TOTAL THE GR OUP RM RM RM RM RM RM RM RM RM NET BOOK VALUE AT - 31.3.2001 5,137,709 6,114,092 - 102,480 28,382 - 966,023 374,619 12,723,305 - 31.3.2000 9,034,825 6,114,092 4,976,863 7,123,110 56,251 2,447,673 1,304,129 214,328 31,271,271 Depreciation charge for the financial year ended 31.3.2000 53,783 - 147,293 1,698,717 144,471 532,837 321,652 262,301 3,161,054 Page 29
  31. 31. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 7. P ROPE RTY, PLANT AND E QUI PMENT (CONT’D) OF FI CE EQ UIPMENT, C O MPU TER S, F U RN ITUR E TH E CO MPA NY MO TO R VEHI CLES AN D F ITTIN GS TO TA L RM RM RM C O ST At 1.4.2000 516,550 357,947 874,497 Additions - 9,654 9,654 Disposals - (12,200) (12,200) At 31.3.2001 516,550 355,401 871,951 AC CU MULATED DEPR ECIA TION At 1.4.2000 488,168 231,027 719,195 Charge for the financial year 18,920 37,697 56,617 Disposal - (6,101) (6,101) At 31.3.2001 507,088 262,623 769,711 NET BO OK VA LU E AT - 31.3.2001 9,462 92,778 102,240 - 31.3.2000 28,382 126,920 155,302 Depreciation charge for the financial year ended 31.3.2000 102,753 40,574 143,327 The fixed assets of the Group acquired under hire purchase terms were carried at net book value of RM339,159 (2000 - Nil) at the balance sheet date. Page 30
  32. 32. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 7. P ROPE RTY, PLANT AND E QUI PMENT (CONT’D) OF FI CE EQ UIPMENT, C O MPU TER S, F U RN ITUR E TH E CO MPA NY MO TO R VEHI CLES AN D F ITTIN GS TO TA L RM RM RM C O ST At 1.4.2000 516,550 357,947 874,497 Additions - 9,654 9,654 Disposals - (12,200) (12,200) At 31.3.2001 516,550 355,401 871,951 AC CU MULATED DEPR ECIA TION At 1.4.2000 488,168 231,027 719,195 Charge for the financial year 18,920 37,697 56,617 Disposal - (6,101) (6,101) At 31.3.2001 507,088 262,623 769,711 NET BO OK VA LU E AT - 31.3.2001 9,462 92,778 102,240 - 31.3.2000 28,382 126,920 155,302 Depreciation charge for the financial year ended 31.3.2000 102,753 40,574 143,327 The fixed assets of the Group acquired under hire purchase terms were carried at net book value of RM339,159 (2000 - Nil) at the balance sheet date. Page 30
  33. 33. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 8. I NVES TMENT P ROPE RTIES THE GROUP 2001 2000 RM RM Freehold land and buildings 16,987,903 17,869,093 Freehold land and building of a subsidiary company costing RM2,792,736 (2000 - RM3,544,227) is charged to a bank for a term loan facility granted to the subsidiary company. Based on a valuation exercise carried out on 27 March 2000 by an independent professional valuer, the market value of the investment properties of the Group amounts to approximately RM17.2 million (2000 - RM19.2 million). 9. OTHER ASS ETS THE GROUP 2001 2000 RM RM Other assets 472,285 116,067 Other investments Quoted shares in Malaysia, at cost 12,300 12,300 Unquoted shares, at cost 180,000 180,000 Joint ventures - Investment - 839,020 - Advances - 3,280,534 - Share of loss - (4,163,122) 192,300 148,732 664,585 264,799 Market value of quoted shares 6,390 36,225 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. Page 31
  34. 34. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 10. GOODWIL L THE GROUP 2001 2000 RM RM At 1 April 2000/1999 7,511,884 7,511,884 Reduction in negative goodwill arising from the divestment of equity interest in a subsidiary company 2,733,643 - At 31 March 10,245,527 7,511,884 11. I NTAN GIBLE ASS ETS THE GROUP 2001 2000 RM RM Preliminary expenses - 19,645 Pre-operating expenses - 68,866 Trademark - 436,375 Deferred expenses - 215,895 - 740,781 Page 32
  35. 35. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 12. I NVEN TORIES THE GROUP 2001 2000 RM RM Unsold completed properties 9,740,311 9,616,166 Manufacturing inventories - Raw materials - 3,598,826 - Finished goods - 3,508,356 - Packing materials - 22,658 - Work-in-progress - 39,575 - 7,169,415 9,740,311 16,785,581 13. P ROPE RTY D EVEL OPMENT-I N-P ROGRES S THE GROUP 2001 2000 RM RM Freehold land, at cost 14,553,404 14,989,258 Leasehold land, at cost 801,805 1,003,272 Development expenditure 29,385,833 31,608,834 44,741,042 47,601,364 Attributable profits 3,526,038 2,547,854 48,267,080 50,149,218 Progress billings (22,511,681) (23,233,836) 25,755,399 26,915,382 Included in development expenditure is interest cost capitalised during the financial year amounting to RM658,091 (2000 – RM347,064). Page 33
  36. 36. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 14. D EBT ORS THE GROUP THE COMPANY 2001 2000 2001 2000 RM RM RM RM Trade debtors 59,398,219 74,568,501 - - Retention receivable 8,309,049 10,049,355 - - Total trade debtors 67,707,268 84,617,856 - - Provision for doubtful debts (4,719,543) (1,827,718) - - 62,987,725 82,790,138 - - Other debtors, deposits and prepayments 38,206,823 11,301,415 35,203,151 8,399,921 Provision for doubtful debts (2,352,737) - (2,352,737) - 35,854,086 11,301,415 32,850,414 8,399,921 Dividend receivable - - 2,970,000 4,800,000 Tax recoverable 4,823,668 459,338 8,976,735 7,113,123 103,665,479 94,550,891 44,797,149 20,313,044 Included in trade debtors is an amount of RM37,788,454 (2000 – RM42,459,597) owing by Smart Home Sdn. Bhd., a company in which a director has substantial financial interest, of which RM20,173,275 (2000 – RM20,308,305) represents payments made to sub-contractors on behalf of the same to expedite the construction of a special low cost housing project. Included in other debtors, deposits and prepayments is an amount of RM27,075,000 (2000 – Nil), being the consideration receivable for the disposal of equity interest of a subsidiary company. The consideration was received by the Company subsequent to the balance sheet date. Page 34
  37. 37. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 15. AMOUNTS OWING B Y S UBS IDI ARY COMPANI ES THE COMPANY 2001 2000 RM RM Amounts owing by/(to) - Interest bearing (10,644,148) (6,757,475) - Interest free 26,815,074 27,780,052 16,170,926 21,022,577 The above amounts owing are unsecured and not subject to fixed terms of repayment. The interest bearing amounts are subject to interest at rates ranging from 7% to 9.3% (2000 - 5.0% to 11.0%) per annum. 16. AMOUNTS OWING B Y ASS OCIATE COMPANI ES The amounts owing are unsecured, interest free and not subject to fixed terms of repayment. 17. AMOUNT OWING T O CONTRA CT CUST OME RS THE GROUP 2001 2000 RM RM Contract costs incurred to date 196,456,210 158,488,569 Attributable profits 16,974,608 14,635,876 213,430,818 173,124,445 Progress billings (214,034,642) (174,790,110) Amount owing to contract customers (603,824) (1,665,665) Included in cost incurred on contract works is interest cost capitalised during the financial year of RM366,727 (2000 - RM64,085). Page 35
  38. 38. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 18. CREDI TORS THE GROUP THE COMPANY 2001 2000 2001 2000 RM RM RM RM Trade creditors 16,586,849 28,578,409 - - Retention payable 9,616,610 10,112,112 - - Total trade creditors 26,203,459 38,690,521 - - Other creditors and accruals 8,581,602 10,015,469 421,539 5,075,818 Hire purchase creditors (Note 24b) 79,160 - - - 34,864,221 48,705,990 421,539 5,075,818 Included in other creditors and accruals of the Group is an advance payment of RM1,770,000 (2000 – Nil) received from contract customers. 19. AMOUNT OWING T O A DIR ECTOR The amount owing is unsecured, bears interest at 5.5% (2000 – 5.5%) per annum and not subject to fixed terms of repayment. 20. S HORT T ERM B ORROWI NGS THE GROUP THE COMPANY 2001 2000 2001 2000 RM RM RM RM Current portion of term loans - secured (Note 24a) 111,636 286,078 - - Revolving credits - secured 14,394,400 14,844,400 - - - unsecured 7,000,000 7,000,000 7,000,000 7,000,000 Bank overdrafts - secured - 412,477 - - - unsecured 27,037,758 16,861,002 7,462,435 6,223,181 48,543,794 39,403,957 14,462,435 13,223,181 The revolving credits and bank overdrafts bear interest at rates ranging from 7% to 9.3% (2000 – 5% to 10.45%) per annum. Page 36
  39. 39. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 20. S HORT T ERM B ORROWI NGS (CONT’D) The secured portion of revolving credits and bank overdrafts of the Group are secured by way of a corporate guarantee by the Company, supported by negative pledge over certain landed properties of the Group. 21. S HARE CAPI TAL THE COMPANY 2001 2000 RM RM AUTH ORISED Ordinary shares of RM1 each At 1 April 2000/1999 193,167,000 200,000,000 Cancelled during the financial year - (6,833,000) At 31 March 193,167,000 193,167,000 5.5% ICCPS of RM1 each At 1 April 2000/1999 6,833,000 - Created during the financial year - 6,833,000 At 31 March 6,833,000 6,833,000 Total authorised share capital 200,000,000 200,000,000 ISSUED AND FUL LY PAID -UP Ordinary shares of RM1 each At 1 April/31 March 50,468,943 50,468,943 5.5% ICCPS of RM1 each At 1 April 2000/1999 6,833,000 - Allotted during the financial year - 6,833,000 At 31 March 6,833,000 6,833,000 Total issued and fully paid-up share capital 57,301,943 57,301,943 Page 37
  40. 40. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 21. S HARE CAPI TAL (CONT’D) 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 five (5) years from the date of issue of 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 arrears in dividend, provided that there shall be no further right to participate in the surplus assets or profits of the Company. (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. 22. R ESE RVES THE GROUP THE COMPANY 2001 2000 2001 2000 RM RM RM RM Share premium reserve (Note a) 21,306,521 21,306,521 21,306,521 21,306,521 Capital reserve (Note b) 1,199,999 2,999,998 - - Retained profits (Note c) 20,580,642 18,525,360 26,234,438 6,792,331 43,087,162 42,831,879 47,540,959 28,098,852 Page 38
  41. 41. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES T O T HE F IN ANCIAL S TATE MENTS F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001 22. R ESE RVES (CONT’D) (a) The share premium reserve is not available for distribution by way of dividends. (b) The capital reserve arises from a bonus issue of ordinary shares on 21 August 1992 by a former subsidiary company, and is not available for distribution by way of dividends. (c) Based on estimated Section 108 tax credit and subject to agreement with the tax authorities, the retained profits of the Company are wholly distributable by way of dividends without the Company incurring any additional tax liabilities. 23. I RRED EEMABLE CONVER TIBL E UNSE CURED LOAN S TOCKS The 5% Irredeemable Convertible Unsecured Loan Stocks 1997/2002 (“ICULS”) of RM115,600,000 were issued on 28 March 1997. The principal terms of the ICULS, as constituted by a Trust Deed dated 28 March 1997, are as follows:- (a) The ICULS are not redeemable for cash. They are convertible into ordinary shares of RM1 each of the Company at anytime from the date of issue on 28 March 1997 to the maturity date of 28 March 2002. Any outstanding ICULS will be mandatorily converted by the Company at the prevailing conversion price on the maturity date. (b) The conversion price for the ICULS was set at RM4.60 for one ordinary share of RM1 each of the Company. This is subject to adjustments under the terms set out in the Trust Deed. (c) There are two conversion methods:- (i) by surrendering the ICULS with an aggregate nominal value of at least equivalent to the conversion price; or (ii) by tendering the ICULS at nominal value towards satisfying a sum equal to the largest integral multiple of RM1.00 comprised in the conversion price and by paying the balance of the conversion price in cash. (d) The ICULS carry a coupon rate of 5.0% per annum payable annually in arrears. Page 39

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