SIAH BROTHERS CORPORATION BERHAD
                                                       (Incorporated in Malaysia)
       ...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




The directors hereby submit their ...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




I SSUES OF SHARES

During the fina...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




EMPLOYEE SHARE OPTION SCHEME (“ESO...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




VALUATION METHODS

At the date of ...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




DIRECTORS

The directors who serve...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




DIRECTORS’ I NTERESTS

According t...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




DIRECTORS’ I NTERESTS (CONT’D)

  ...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




DIRECTORS’ B ENEFITS

Since the en...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




AUDITORS

The auditors, Messrs. Ho...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




STATEMENT BY DIRECTORS


We, Sia K...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




REPORT OF THE AUDITORS TO THE MEMB...
REPORT OF THE AUDITORS TO THE MEMBERS OF
SIAH BROTHERS CORPORATION BERHAD (CONT’D)
Company No : 199310 - P



We are satis...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


BALANCE SHEETS AT 31 MARCH 2002

   ...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


I NCOME STATEMENTS
FOR THE FINANCIAL...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


STATEMENTS OF CHANGES I N EQUITY
FOR...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


STATEMENTS OF CHANGES I N EQUITY
FOR...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


CASH FLOW STATEMENTS
FOR THE FINANCI...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DETAILED I NCOME STATEMENT
FOR THE F...
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
SBC Corporation Berhad: Annual Audited Accounts 2002
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SBC Corporation Berhad: Annual Audited Accounts 2002

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SBC Corporation Berhad: Annual Audited Accounts 2002

  1. 1. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P FINANCIAL REPORT for the financial year ended 31 March 2002 CONTENTS Page Directors’ Report.................................................................................................................................................... 1 Statement by Directors......................................................................................................................................10 Statutory Declaration...........................................................................................................................................10 Auditors’ Report....................................................................................................................................................11 Balance Sheets...........................................................................................................................................................13 Income Statements.................................................................................................................................................14 Statements of Changes in Equity.................................................................................................................15 Cash Flow Statements.........................................................................................................................................16 Notes to the Financial Statements..............................................................................................................18
  2. 2. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P 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 2002. 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 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS T HE GROUP T HE COMPANY RM RM Profit after taxation for the financial year 1,502,621 459,617 DIVIDENDS Since the end of the previous financial year, the Company paid the following dividends:- (i) a dividend of 5.5% less 28% tax amounting to RM270,587 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) a 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 do not recommend the payment of any dividend in respect of the ordinary shares. 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.
  3. 3. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P I SSUES OF SHARES 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. 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 at an exercise price of RM1.40 per share is as follows:- NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION At 1 April 2001 3,563,000 Lapsed during the financial year due to: - staff resignation (492,000) - disposal of a subsidiary (1,317,000) At 31 March 2002 1,754,000 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 five (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 shall be based on the weighted average market price of the shares as shown in the Daily Official List of the Kuala Lumpur Stock Exchange for the five (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
  4. 4. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P EMPLOYEE SHARE OPTION SCHEME (“ESOS”) (CONT’D) (v) the shares to be alloted 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 has in issue a total of 17,076,200 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 options and subscription rights under the ESOS and TSRs respectively were exercised. 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 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. 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.
  5. 5. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P 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 40 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. 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. I TEMS 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.
  6. 6. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS The directors who served since the date of the last report are as follows:- SIA KWEE M OW @ SIA HOK CHAI SIA T EONG HENG M UN CHONG SHING @ M UN CHONG T IAN DATO ’ LIM PHAIK GAN DR. NORRAESAH BT HAJI M OHAMAD DATUK SIM PENG CHOON ABDUL RAHMAN BIN A.SHUKOR (ALTERNATE T O DATUK SIM PENG CHOON ) VINCENT KOH KOK KEE (APPOINTED ON 8.10.2001) T AN SRI DATO ’ IR M UHAMMAD YUSUFF BIN HAJI M UHAMMAD YUNUS (RETIRED ON 27.9.2001, APPOINTED ON 30.4.2002) 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 77 of the Articles of Association of the Company, Mun Chong Shing @ Mun Chong Tian and Datuk Sim Peng Choon retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. Pursuant to Article 84 of the Articles of Association of the Company, Vincent Koh Kok Kee, who was appointed since the last annual general meeting, retires at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.
  7. 7. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ I NTERESTS 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:- NUMBER OF ORDINARY SHARES OF RM1 EACH AT AT 1.4.2001 BOUGHT SOLD 31.3.2002 DIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 3,982,400 - - 3,982,400 SIA T EONG HENG 1,296,400 - - 1,296,400 M UN CHONG SHING @ M UN CHONG T IAN 17,000 - - 17,000 DATO ’ LIM PHAIK GAN 5,000 - - 5,000 DATUK SIM PENG CHOON 10,000 - - 10,000 INDIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 7,463,832 - - 7,463,832 SIA T EONG HENG 7,463,832 - - 7,463,832 TSRS AT AT 1.4.2001 BOUGHT SOLD 31.3.2002 DIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 3,078,500 - - 3,078,500 DR. NORRAESAH BT HAJI M OHAMAD 4,000 - - 4,000 M UN CHONG SHING @ M UN CHONG T IAN 12,500 - - 12,500 INDIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 1,746,780 - - 1,746,780 SIA T EONG HENG 1,746,780 - - 1,746,780
  8. 8. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ I NTERESTS (CONT’D) ICULS WITH NOMINAL VALUE OF RM1 E ACH AT AT 1.4.2001 BOUGHT M ATURED 31.3.2002 DIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 2,054,250 - (2,054,250) - SIA T EONG HENG 1,432,500 - (1,432,500) - M UN CHONG SHING @ M UN CHONG T IAN 22,000 - (22,000) - DATUK SIM PENG CHOON 4,000 - (4,000) - INDIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 89,693,206 - (89,693,206) - SIA T EONG HENG 89,693,206 - (89,693,206) - NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION AT AT 1.4.2001 GRANTED LAPSED 31.3.2002 DIRECT INTERESTS SIA KWEE M OW @ SIA HOK CHAI 450,000 - - 450,000 SIA T EONG HENG 350,000 - - 350,000 M UN CHONG SHING @ M UN CHONG T IAN 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 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 or options under the ESOS of the Company or its related corporations during the financial year.
  9. 9. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ B ENEFITS 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 38 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 existing TSRs held by certain directors which would enable them to acquire new shares in the Company and the share options granted pursuant to the ESOS. SIGNIFICANT EVENTS The significant events involving the Group and the Company during the current financial year are disclosed in Note 42 to the financial statements. SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE The significant events subsequent to the balance sheet date of the Group and the Company are disclosed in Note 43 to the financial statements.
  10. 10. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P AUDITORS The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office. SIGNED I N ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS SIA KWEE MOW @ S IA HOK CHAI DATUK SIM PENG CHOON
  11. 11. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P STATEMENT BY DIRECTORS We, Sia Kwee Mow @ Sia Hok Chai and Datuk Sim Peng Choon, 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 13 to 60 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 2002 and of their results and cash flows for the financial year ended on that date. SIA KWEE MOW @ DATUK SIM PENG CHOON SIA HOK CHAI STATUTORY DECLARATION 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 13 to 60 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 SIA KWEE MOW @ SIA HOK CHAI Before me
  12. 12. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P REPORT OF THE AUDITORS TO THE MEMBERS OF SIAH BROTHERS CORPORATION BERHAD Company No : 199310 - P We have audited the financial statements set out on pages 13 to 60. 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 2002 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 5 to the financial statements.
  13. 13. REPORT OF THE AUDITORS TO THE MEMBERS OF SIAH BROTHERS CORPORATION BERHAD (CONT’D) Company No : 199310 - P 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 MOK & POON ONN KIEN HOE Firm No: AF 0995 Approval No: 1772/11/02 (J) Chartered Accountants Partner of Firm Kuala Lumpur Page 12
  14. 14. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P BALANCE SHEETS AT 31 MARCH 2002 T HE GROUP T HE C OMPANY 2002 2001 2002 2001 NOTE RM RM RM RM ASSETS Investment in subsidiaries 5 - - 167,370,110 167,370,110 Interest in associates 6 119,902,566 117,533,764 10,440,450 10,440,450 Property, plant and equipment 7 7,047,290 7,585,596 75,503 102,240 Investment properties 8 21,088,833 22,125,612 - - Other assets 9 714,168 664,585 - - Goodwill on consolidation 10 10,245,527 10,245,527 - - 158,998,384 158,155,084 177,886,063 177,912,800 CURRENT ASSETS Inventories 11 9,269,103 9,740,311 - - Property development in progress 12 28,591,098 25,755,399 - - Debtors 13 78,944,793 98,841,811 10,217,217 35,820,414 Amount owing by contract customers 14 1,407,450 2,956,738 - - Amounts owing by subsidiaries 15 - - 46,676,415 39,231,590 Amounts owing by associates 16 5,448,175 5,644,198 51,883 101,383 Tax recoverable 5,455,217 4,823,668 11,397,290 8,976,735 Short term deposits with a licensed bank 5,042,274 150,000 5,012,274 - Cash and bank balances 17 1,460,540 1,136,617 1,904 79,070 135,618,650 149,048,742 73,356,983 84,209,192 LESS: CURRENT LIABILITIES Amount owing to contract customers 14 2,673,438 3,560,562 - - Creditors 18 31,260,945 34,864,221 245,422 421,539 Amounts owing to subsidiaries 15 - - 21,100,467 23,060,664 Amounts owing to associates 16 65,500 - - - Amount owing to a director 19 1,967,680 2,918,800 1,967,680 2,918,800 Proposed dividend - 545,065 - 545,065 Dividend payable 270,587 270,587 270,587 270,587 Short term borrowings 20 41,029,726 48,543,794 7,337,727 14,462,435 77,267,876 90,703,029 30,921,883 41,679,090 NET CURRENT ASSETS 58,350,774 58,345,713 42,435,100 42,530,102 217,349,158 216,500,797 220,321,163 220,442,902 FINANCED BY:- Share capital 21 57,301,943 57,301,943 57,301,943 57,301,943 Share application account 22 115,600,000 - 115,600,000 - Reserves 23 44,008,427 43,087,162 47,419,220 47,540,959 Shareholders’ equity 216,910,370 100,389,105 220,321,163 104,842,902 Irredeemable convertible unsecured loan stocks (“ICULS”) 24 - 115,600,000 - 115,600,000 Deferred liabilities 25 438,788 511,692 - - 217,349,158 216,500,797 220,321,163 220,442,902 NET TANGIBLE ASSETS PER SHARE - Actual 26 396 Sen 165 Sen - Proforma 26 264 Sen N/A
  15. 15. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P I NCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 T HE GROUP T HE C OMPANY 2002 2001 2002 2001 NOTE RM RM RM RM TURNOVER 27 81,644,823 92,411,289 10,452,687 9,946,518 COST OF SALES (68,499,179) (81,341,010) - - GROSS PROFIT 13,145,644 11,070,279 10,452,687 9,946,518 OTHER OPERATING INCOME 28 247,281 12,412,360 59,039 23,475,204 ADMINISTRATIVE EXPENSES (3,863,420) (4,649,999) (1,076,604) (991,785) OTHER OPERATING EXPENSES (1,651,190) (10,595,543) (352,121) (2,890,016) PROFIT FROM OPERATIONS 7,878,315 8,237,097 9,083,001 29,539,921 FINANCE COSTS (9,611,991) (9,597,215) (8,529,384) (8,641,329) SHARE OF PROFIT OF ASSOCIATES 3,351,575 2,781,304 - - PROFIT BEFORE TAXATION 29 1,617,899 1,421,186 553,617 20,898,592 TAXATION 30 (115,278) (350,251) (94,000) (640,833) PROFIT AFTER TAXATION 1,502,621 1,070,935 459,617 20,257,759 Earnings per share (sen) - basic 31 2.4 1.6 - diluted 31 N/A N/A Dividend per ordinary share (sen) - Final 32 - 1.5
  16. 16. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P STATEMENTS OF CHANGES I N EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SHARE NOTE SHARE APPLICATION SHARE RETAINED CAPITAL CAPITAL ACCOUNT PREMIUM PROFITS RESERVE TOTAL THE GROUP RM RM RM RM RM RM Balance at 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 32 - - - (815,652) - (815,652) Realisation on disposal of a subsidiary - - - 1,799,999 (1,799,999) - Balance at 31.3.2001/1.4.2001 57,301,943 - 21,306,521 20,580,642 1,199,999 100,389,105 Arising from conversion of ICULS to ordinary shares - - 1,500 - - 1,500 Share pending allotment arising on expiry of ICULS 22 - 115,600,000 - - - 115,600,000 Expense incurred on conversion of ICULS - - (312,269) - - (312,269) Profit after taxation for the financial year - - - 1,502,621 - 1,502,621 Dividends 32 - - - (270,587) - (270,587) Balance at 31.3.2002 57,301,943 115,600,000 20,995,752 21,812,676 1,199,999 216,910,370 THE COMPANY Balance at 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 32 - - - (815,652) - (815,652) Balance at 31.3.2001/1.4.2001 57,301,943 - 21,306,521 26,234,438 - 104,842,902 Arising from conversion of ICULS to ordinary shares - - 1,500 - - 1,500 Share pending allotment arising on expiry of ICULS - 115,600,000 - - - 115,600,000 Expenses incurred on conversion of ICULS - - (312,269) - - (312,269) Profit after taxation for the financial year - - - 459,617 - 459,617 Dividends 32 - - - (270,587) - (270,587) Balance at 31.3.2002 57,301,943 115,600,000 20,995,752 26,423,468 - 220,321,163 The retained profits of the Group are attributable to/(absorbed by):- 2002 2001 RM RM The Company 26,423,468 26,234,438 Subsidiaries (22,134,593) (20,808,795) Associates 17,523,801 15,154,999 21,812,676 20,580,642
  17. 17. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P STATEMENTS OF CHANGES I N EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 T HE GROUP T HE C OMPANY 2002 2001 2002 2001 NOTE RM RM RM RM CASH FLOWS (FOR)/FROM OPERATING ACTIVITIES Profit before taxation 1,617,899 1,421,186 553,617 20,898,592 Adjustments for:- Advances to joint ventures written off - 3,280,534 - - Amortisation of deferred expenses - 47,710 - - Bad debts written off 101,340 335,590 - 327,763 Deferred expenses written off - 42,696 - - Depreciation and amortisation of property, plant and equipment 325,978 2,723,640 32,676 56,617 Deposit written off - 150,000 - 150,000 Exceptional (gain)/loss on disposal of a subsidiary - (10,729,328) - (23,475,000) Interest expense 9,474,903 9,396,503 8,461,022 8,620,840 Investment in joint ventures written off - 839,020 - - Plant and equipment written off 2,800 - - - Preliminary expenses written off - 19,645 - - Pre-operating expenses written off - 68,866 - - Provision for doubtful debts 816,507 6,872,514 - 2,352,737 Trademark written off - 436,375 - - Dividend income - - (8,980,555) (8,944,445) Interest income (585,124) (318,667) (1,152,687) (708,073) (Gain)/Loss on disposal of property, plant and equipment (131,031) (170,656) (59,039) 2,899 Loss/(Gain) on disposal of investment properties 33,015 (766,749) - - Share of loss in joint ventures written back - (4,163,122) - - Share of profit in associates (3,351,575) (2,781,304) - - Operating profit/(loss) before working capital changes 8,304,712 6,704,453 (1,144,966) (718,070) Decrease in inventories 471,208 1,461,305 - - (Increase)/Decrease in property development-in-progress (1,633,516) 1,818,074 - - (Increase)/Decrease in trade and other debtors (5,683,694) 5,697,763 (625,803) (205,993) Decrease in trade and other creditors (3,611,900) (12,322,200) (176,117) (4,654,279) Increase/(Decrease) in amount owing to contract customers 298,050 (1,428,568) - - Increase in deferred expenditure - (47,712) - - CASH (FOR)/FROM OPERATIONS (1,855,140) 1,883,115 (1,946,886) (5,578,342) Interest paid (10,311,139) (10,054,594) (8,461,022) (8,620,840) Taxes paid (2,225,772) (3,941,393) - - Interest received 949,238 685,394 1,152,687 708,073 NET CASH (FOR)/FROM OPERATING ACTIVITIES CARRIED FORWARD (13,442,813) (11,427,478) (9,255,221) (13,491,109)
  18. 18. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 T HE GROUP T HE C OMPANY 2002 2001 2002 2001 NOTE RM RM RM RM NET CASH (FOR)/FROM OPERATING ACTIVITIES BROUGHT FORWARD (13,442,813) (11,427,478) (9,255,221) (13,491,109) CASH FLOWS FROM/(FOR) INVESTING ACTIVITIES Dividends received from subsidiaries - - 5,620,000 8,270,000 Net cash outflow on disposal of subsidiary 33 - (2,192,116) - - Purchase of property, plant and equipment 34 (115,327) (1,184,381) (15,400) (9,654) Proceeds from disposal of property, plant and equipment 183,039 292,999 68,500 3,200 Proceeds from disposal of investment properties 1,164,915 1,647,939 - - Incidental expenses on investment properties (161,151) - - - Proceeds from disposal of subsidiary in the previous financial year 27,075,000 - 27,075,000 - NET CASH FROM/(FOR) INVESTING ACTIVITIES 28,146,476 (1,435,559) 32,748,100 8,263,546 CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES Net repayment by/(Advances to) associates 261,523 1,147,033 49,500 (73,500) (Net advances to)/Repayment by subsidiaries - - (9,405,022) 4,851,651 Repayment to a director (951,120) - (951,120) - Dividend paid to shareholders of the Company (545,065) (545,065) (545,065) (545,065) Payment of expenses on conversion of ICULS (312,269) (312,269) Proceeds received for conversion of ICULS 1,500 - 1,500 - Dividend paid to holder of ICCPS (270,587) (246,864) (270,587) (246,864) Repayment of revolving credit (1,320,000) (407,181) (1,320,000) - Repayment of term loans (74,250) (354,424) - - Repayment to hire purchase creditors (83,130) (44,721) - - NET CASH (FOR)/FROM FINANCING ACTIVITIES (3,293,398) (451,222) (12,753,063) 3,986,222 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 11,410,265 (13,314,259) 10,739,816 (1,241,341) CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR (25,751,141) (12,436,882) (7,383,365) (6,142,024) CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 35 (14,340,876) (25,751,141) 3,356,451 (7,383,365)
  19. 19. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 1. GENERAL I NFORMATION 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 Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur. 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 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. 3. 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. 4. 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 2002. 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 control over the financial and operating policies. Investment in subsidiaries is stated at cost unless in the opinion of the Directors there has been a permanent diminution in value, in which case provision is made for the diminution in value.
  20. 20. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (a) Basis of Consolidation (Cont’d) All subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method of accounting, the results of subsidiaries acquired or disposed of 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. The excess of the cost of acquisition over the fair value of the Group’s share of the subsidiaries’ identifiable net assets at the date of acquisition is reflected as goodwill on consolidation. Goodwill or reserve arising from consolidation is written off or credited against reserves. 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. Minority interest is measured at the minorities’ share of the post acquisition fair values of the identifiable assets and liabilities of the acquiree. Separate disclosure is made of minority interest. (b) 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 written off is taken to the income statement.
  21. 21. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (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.
  22. 22. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (d) Property, Plant and Equipment (Cont’d) 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:- Plant and machinery, construction machinery and equipment 5% - 20% Formwork, scaffoldings and containers 10% - 25% Office equipment, computers, furniture and fittings, tools and fittings 5% - 20% Motor vehicles 20% (e) Investments Investments other than associates 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. (f) 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. (g) 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 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.
  23. 23. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (g) Inventories (Cont’d) The cost of unsold completed properties comprise the relevant cost of land, development expenditure and related interest cost incurred during the development period. In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-moving items. (h) Property Development-In-Progress Property 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. Attributable profits are determined based on the percentage of completion method, on sold properties. (i) 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.
  24. 24. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (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) Interest Capitalisation Interest incurred on borrowings specifically taken to finance the development of properties is capitalised until they are ready for their intended use, after which such expense is charged to the income statement. (l) 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. (m) 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.
  25. 25. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (n) 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 4(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. (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. (p) 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.
  26. 26. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (p) Income Recognition (Cont’d) (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) 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.
  27. 27. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (p) Income Recognition (Cont’d) (v) Management fee and administrative charges Management fee and administrative charges are recognised on an accrual basis. (vi) Rental income Rental income is recognised on an accrual basis. (vii) Dividend income Dividend income from investment in subsidiaries and associates are recognised upon declaration by the subsidiaries and associates. Dividend income from other 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. 5. I NVESTMENT I N SUBSIDIARIES T HE COMPANY 2002 2001 RM RM Unquoted shares, at cost 167,370,110 167,370,110 Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:- Name of Company Effective Equity Interest Principal 2002 2001 Activities % % Syarikat Siah Brothers 100 100 General building Trading Sdn. Bhd. contractor and investment holding
  28. 28. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 5. I NVESTMENT I N SUBSIDIARIES (CONT’D) Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:- Name of Company Effective Equity Interest Principal 2002 2001 Activities % % Syarikat Siah Brothers 100 100 Building and civil Construction Sdn. Bhd. engineering works Lifeplus – Siah Brothers Trading 100 100 Project management JV Sdn. Bhd. and its related technical services Siah Brothers Enterprise 100 100 Building contractor Sdn. Bhd. * Siah Brothers Land 100 100 Investment holding Sdn. Bhd. Seri Ampangan Realty 100 100 Property development Sdn. Bhd. Sinaran Naga Sdn. Bhd. 100 100 Property development Siah Brothers Development 100 100 Proposed property Sdn. Bhd. * development Tiara Development 100 100 Proposed property Sdn. Bhd.* development SBC Homes Sdn. Bhd.* 100 100 Proposed property development Mixwell (Malaysia) 100 100 Project management Sdn. Bhd. and property development
  29. 29. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 5. I NVESTMENT I N SUBSIDIARIES (CONT’D) Name of Company Effective Equity Interest Principal 2002 2001 Activities % % Winsome Ventures 100100Intended property Sdn. Bhd. management Siah Brothers Properties 100 100 Investment holding Sdn. Bhd.* Aureate Construction 100 100 Property investment Sdn. Bhd.* SBC Leisure Sdn. Bhd.* 100 100 Property development SBC Towers Sdn. Bhd.* 100 100 Property development Siah Brothers Project 100 100 Provision of Management Sdn. Bhd.* management services Siah Brothers Industries 100 100 Investment holding Sdn. Bhd. * 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 * Not audited by Horwath Mok & Poon.
  30. 30. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 6. I NTEREST I N ASSOCIATES T HE GROUP T HE C OMPANY 2002 2001 2002 2001 RM RM RM RM Unquoted shares, at cost 10,760,451 10,760,451 10,440,450 10,440,450 Unquoted shares at Group cost 91,618,314 91,618,314 - - Share of post acquisition reserves 17,523,801 15,154,999 - - 119,902,566 117,533,764 10,440,450 10,440,450 T HE GROUP 2002 2001 RM RM The interest in associates comprises:- Group’s share of net tangible assets - at cost 73,886,596 71,517,794 - at fair value 45,952,003 45,952,003 Group’s share of intangible assets 63,967 63,967 119,902,566 117,533,764 Details of the associates, which are all incorporated in Malaysia, are as follows:- Effective Equity Principal Name of Company Interest Activities 2002 2001 % % Ligamas Sdn. Bhd.** 50.0 50.0 Property development Varich Industries 50.0 50.0 Proposed quarrying Sdn. Bhd.# Paling Industries Sdn. Bhd.** 40.0 40.0 Manufacturing of plastic building materials
  31. 31. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 6. I NTEREST I N ASSOCIATES (CONT’D) Effective Equity Principal Name of Company Interest Activities 2002 2001 % % Liga Canggih Sdn. Bhd.## 40.0 40.0 Dormant 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.** ** Share of results of these associates are based on the latest available unaudited management financial statements made up to 31 March 2002. # The results of these associates have not been equity accounted as the amounts involved are insignificant. ## Held by Paling
  32. 32. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 7. PROPERTY, P LANT AND EQUIPMENT OFFICE P LANT EQUIPMENT, AND C OMPUTERS, MACHINERY, F URNITURE C ONSTRUCTION F ORMWORK, AND MACHINERY S CAFFOLDINGS F ITTINGS, F REEHOLD AND AND T OOLS AND MOTOR LAND EQUIPMENT C ONTAINERS F ITTINGS VEHICLES T OTAL T HE GROUP RM RM RM RM RM RM Net book value as at 1.4.2001 6,114,092 102,480 28,382 966,023 374,619 7,585,596 Additions - 490 - 104,930 103,007 208,427 Disposals - (7,057) - (20,489) (24,462) (52,008) Written off - - - (2,800) - (2,800) Transfer to development land (365,947) - - - - (365,947) Depreciation charge - (17,914) (13,072) (243,651) (51,341) (325,978) Net book value as at 31.3.2002 5,748,145 77,999 15,310 804,013 401,823 7,047,290 As at 31.3.2002 Cost 5,748,145 4,373,622 4,316,916 3,626,222 1,594,753 19,659,658 Accumulated depreciation - (4,295,623) (4,301,606) (2,822,209) (1,192,930) (12,612,368) Net book value 5,748,145 77,999 15,310 804,013 401,823 7,047,290 As at 31.3.2001 Cost 6,114,092 4,653,839 4,316,916 3,604,328 1,741,982 20,431,157 Accumulated depreciation - (4,551,359) (4,288,534) (2,638,305) (1,367,363) (12,845,561) Net book value 6,114,092 102,480 28,382 966,023 374,619 7,585,596
  33. 33. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 7. PROPERTY, P LANT AND EQUIPMENT (CONT’D) OFFICE EQUIPMENT, C OMPUTERS, F URNITURE T HE C OMPANY AND F ITTINGS MOTOR VEHICLES T OTAL RM RM RM Net book value As at 1.4.2001 92,778 9,462 102,240 Additions 15,400 - 15,400 Disposals - (9,461) (9,461) Depreciation charge (32,676) - (32,676) Net book value as at 31.3.2002 75,502 1 75,503 As at 31.3.2002 Cost 370,801 376,950 747,751 Accumulated depreciation (295,299) (376,949) (672,248) Net book value 75,502 1 75,503 As at 31.3.2001 Cost 355,401 516,550 871,951 Accumulated depreciation (262,623) (507,088) (769,711) Net book value 92,778 9,462 102,240 The motor vehicles of the Group acquired under hire purchase terms were carried at net book value of RM402,608 (2001 - RM339,159) at the balance sheet date.
  34. 34. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 8. I NVESTMENT PROPERTIES T HE GROUP 2002 2001 RM RM Leasehold land 4,979,933 4,979,933 Expenditure on land 318,927 157,776 5,298,860 5,137,709 Freehold land and buildings 16,987,903 17,869,093 Disposed during the financial year (1,197,930) (881,190) 15,789,973 16,987,903 21,088,833 22,125,612 Freehold land and building of a subsidiary costing RM2,792,736 (2001 – RM2,792,736) is charged to a licensed bank for a term loan facility granted to the subsidiary. The lease period of the leasehold land expires in the year 2086. 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 RM35.58 million (2001 – RM36.91 million). No valuation exercise has been carried out on the properties since the last exercise in the financial year 2000. 9. OTHER ASSETS T HE GROUP 2002 2001 RM RM Other assets 521,868 472,285 Other investments Quoted shares in Malaysia, at cost 12,300 12,300 Unquoted shares, at cost 180,000 180,000 192,300 192,300 714,168 664,585
  35. 35. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 9. OTHER ASSETS (CONT’D) T HE GROUP 2002 2001 RM RM Market value of quoted shares 5,850 6,390 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. 10. GOODWILL T HE GROUP 2002 2001 RM RM At 1 April 2001/2000 10,245,527 7,511,884 Reduction in negative goodwill arising from the divestment of equity interest in a subsidiary - 2,733,643 At 31 March 10,245,527 10,245,527 11. I NVENTORIES T HE GROUP 2002 2001 RM RM Unsold completed properties, at cost 9,269,103 9,740,311
  36. 36. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 12. PROPERTY DEVELOPMENT-I N-PROGRESS T HE GROUP 2002 2001 RM RM Freehold land, at cost 14,547,886 14,553,404 Leasehold land, at cost 801,805 801,805 Land and development expenditure 46,155,119 29,385,833 61,504,810 44,741,042 Attributable profits 8,665,215 3,526,038 70,170,025 48,267,080 Progress billings (41,578,927) (22,511,681) 28,591,098 25,755,399 Included in development expenditure is interest expense capitalised during the financial year amounting to RM836,236 (2001 - RM658,091). 13. DEBTORS T HE GROUP T HE C OMPANY 2002 2001 2002 2001 RM RM RM RM Trade debtors 58,910,469 58,244,261 - - Retention receivable 10,081,043 8,309,049 - - Total trade debtors 68,991,512 66,553,310 - - Provision for doubtful debts (6,803,879) (6,086,972) - - 62,187,633 60,466,338 - - Other debtors, deposits and prepayments 19,439,592 40,958,305 8,753,954 35,203,151 Provision for doubtful debts (2,682,432) (2,582,832) (2,352,737) (2,352,737) 16,757,160 38,375,473 6,401,217 32,850,414 Dividend receivable - - 3,816,000 2,970,000 78,944,793 98,841,811 10,217,217 35,820,414
  37. 37. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 13. DEBTORS (CONT’D) Included in trade debtors at the balance sheet date are the following balances:- (i) RM37,720,372 (2001 – RM37,788,454) owing by Smart Home Sdn. Bhd. (“SH”), a related party. Details of the related party relationship and nature of the transactions and balances are set out in Note 38 to the financial statements. The amount owing by SH has been outstanding since 1996. Subsequent to the balance sheet date, SH has proposed to settle the amount owing in the following manner:- • transfer of several parcels of land with development potential for a total consideration of RM35,216,406; and • the balance is to be settled by cash and/or other consideration to be mutually agreed between SH and the Group. The proposal by SH is currently being reviewed by the directors (other than the directors who are deemed to be interested parties). The directors are of the opinion that the amount owing by SH will be recovered in full in due course, and as such, no provision for doubtful is required. (ii) an amount of RM7,261,672 (2001 – RM7,261,672), net of provision for doubtful debt, owing by a third party which has been outstanding since 1994. The third party has been placed under Special Administration by Pengurusan Danaharta Nasional Berhad on 27 July 1999. The directors are of the opinion that the net amount due from the third party will be recovered in due course, and that no further provision for doubtful debt is required. Included in other debtors are the following balances:- (a) RM4,582,518 (2001 - Nil) 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 performed by the sub-contractors; and (b) RM2,500,000 (2001 - Nil) due from a sub-contractor for advances provided to the sub-contractor. The amount owing is unsecured, interest-free, and is to be repaid via deductions against future claims for work performed by the sub-contractor.
  38. 38. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 14. AMOUNT OWING BY/(TO ) C ONTRACT CUSTOMERS T HE GROUP 2002 2001 RM RM Amount owing by contract customers Contract costs incurred to date 29,952,686 19,280,003 Attributable profits 8,335,542 5,973,843 38,288,228 25,253,846 Progress billings (36,880,778) (22,297,108) Amount owing by contract customers 1,407,450 2,956,738 Amount owing to contract customers Contract costs incurred to date 173,176,995 177,176,206 Attributable profits 7,214,110 11,000,765 180,391,105 188,176,971 Progress billings (183,064,543) (191,737,533) Amount owing to contract customers (2,673,438) (3,560,562) Included in costs incurred on contract works is interest income capitalised during the financial year of RM364,114 (2001 – RM366,727). 15. AMOUNTS OWING BY/(TO ) SUBSIDIARIES T HE COMPANY 2002 2001 RM RM Amounts owing by: Non-trade - Interest bearing 6,996,470 6,996,470 - Interest free 39,679,945 32,235,120 46,676,415 39,231,590
  39. 39. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 15. AMOUNTS OWING BY/(TO ) SUBSIDIARIES (CONT’D) T HE COMPANY 2002 2001 RM RM Amounts owing to: Non-trade - Interest bearing 12,740,618 17,640,618 - Interest free 8,359,849 5,420,046 21,100,467 23,060,664 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 8.65% to 9.05% (2001 - 7.0% to 9.3%) per annum. 16. AMOUNTS OWING BY/(TO ) A SSOCIATES The amounts owing are unsecured, interest-free and not subject to fixed terms of repayment. 17. CASH AND BANK BALANCES Included in the cash and bank balances of the Group is RM686,692 (2001 - RM472,184) maintained under the Housing Development Account pursuant to Section 7A of the Housing Developers (Control and Licensing ) Act, 1966. 18. CREDITORS T HE GROUP T HE C OMPANY 2002 2001 2002 2001 RM RM RM RM Trade creditors 18,180,622 16,586,849 - - Retention payable 6,310,023 9,616,610 - - Total trade creditors 24,490,645 26,203,459 - - Other creditors and accruals 6,682,516 8,581,602 245,422 421,539 Hire purchase creditors (Note 25b) 87,784 79,160 - - 31,260,945 34,864,221 245,422 421,539
  40. 40. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 18. CREDITORS (CONT’D) Included in other creditors and accruals of the Group is an advance payment of RM1,166,884 (2001 - RM1,770,000) received from contract customers. 19. AMOUNT OWING TO A DIRECTOR The amount owing to Sia Kwee Mow@ Sia Hok Chai is unsecured, bears interest at 5.5% (2001 – 5.5%) per annum and is not subject to fixed terms of repayment. 20. SHORT TERM BORROWINGS T HE GROUP T HE C OMPANY 2002 2001 2002 2001 RM RM RM RM Current portion of term loans - secured (Note 25a) 111,636 111,636 - - Revolving credits - secured 14,394,400 14,394,400 - - - unsecured 5,680,000 7,000,000 5,680,000 7,000,000 Bank overdrafts - secured - - - - - unsecured 20,843,690 27,037,758 1,657,727 7,462,435 41,029,726 48,543,794 7,337,727 14,462,435 The revolving credits and bank overdrafts bear interest at rates ranging from 5.15% to 9.3% (2001 – 5.35% to 9.3%) per annum. The secured portion of the revolving credits and bank overdrafts of the Group are secured by way of a corporate guarantee by the Company, supported by a negative pledge over certain landed properties of the Group.
  41. 41. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 21. SHARE CAPITAL T HE COMPANY 2002 2001 RM RM AUTHORISED Ordinary shares of RM1 each At 1 April/31 March 193,167,000 193,167,000 5.5% ICCPS of RM1 each At 1 April/31 March 6,833,000 6,833,000 Total authorised share capital 200,000,000 200,000,000 ISSUED AND FULLY 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/31 March 6,833,000 6,833,000 Total issued and fully paid-up share capital 57,301,943 57,301,943 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;
  42. 42. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 21. SHARE CAPITAL (CONT’D) (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; 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. 22. SHARE APPLICATION ACCOUNT The share application account represents the sum arising from the mandatory conversion of the 5% Irredeemable Convertible Unsecured Loan Stocks 1997/2002 (“ICULS”). Details of the conversion of the ICULS are disclosed in Note 24 to the financial statements. 23. RESERVES T HE GROUP T HE C OMPANY 2002 2001 2002 2001 RM RM RM RM Share premium reserve (Note a) At 1 April 2001/2000 21,306,521 21,306,521 21,306,521 21,306,521 Arising from conversion of ICULS to ordinary shares 1,500 - 1,500 - Set off against expenses incurred on conversion of ICULS (312,269) - (312,269) - At 31 March 20,995,752 21,306,521 20,995,752 21,306,521 Capital reserve (Note b) 1,199,999 1,199,999 - - Retained profits (Note c) 21,812,676 20,580,642 26,423,468 26,234,438 44,008,427 43,087,162 47,419,220 47,540,959
  43. 43. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DETAILED I NCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002 SCHEDULE A OPERATING EXPENSES 23. RESERVES (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, and is not available for distribution by way of dividends. (c) Based on estimated Section 108 tax credits 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. 24. I RREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) T HE GROUP/THE COMPANY 2002 2001 RM RM At 1 April 115,600,000 115,600,000 Transferred to Share Application Account upon maturity of the ICULS (115,600,000) - At 31 March - 115,600,000 In the previous financial year, the Company had proposed to replace the ICULS by issuing new shares at revised conversion terms and/or cash subscription, details of which are set out in Note 42(a)(ii) to the financial statements. On 6 September 2001 and 23 October 2001, the Board of Directors of the Company decided to abort the proposed revision to the terms of conversion of the ICULS in view of the prevailing weak capital market condition and its uncertain outlook. The ICULS matured on 28 March 2002, and the amount due to the ICULS was transferred to a Share Application Account pending the completion of the mandatory conversion of the ICULS into new ordinary shares of the Company.

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