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



                                       FINANCIAL REPORT
                     for the financial year ended 31 March 2003




                                              CONTENTS


                                                                                                               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 .........................................................................................16

Notes to the Financial Statements .......................................................................18
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


The directors hereby submit their report and the audited financial statements of the Group and of the
Company for the financial year ended 31 March 2003.


PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision of management
and administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in
Note 6 to the financial statements. There have been no significant changes in the nature of these activities
during the financial year.


RESULTS                                                     THE GROUP               THE COMPANY
                                                               RM                        RM

Profit after taxation for the financial year                 2,010,893                2,378,172



DIVIDENDS

Since the end of the previous financial year, the Company paid a dividend of 5.5% per Irredeemable
Cumulative Convertible Preference Share (“ICCPS”) less 28% tax amounting to RM270,587 in respect of
the previous financial year, in accordance with the terms of issue of the ICCPS.

For the financial year,

(i)     the directors have declared the payment of a dividend of 5.5% per ICCPS less 28% tax amounting to
        RM270,587, in accordance with the terms of issue of the ICCPS; and

(ii)    the directors recommend the payment of a first and final dividend of 1% per ordinary share less 28%
        tax amounting to RM544,334.


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.




                                                                                                       Page 1
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


ISSUES OF SHARES AND DEBENTURES
During the financial year,

(a)     there were no changes in the authorised capital of the Company;

(b)     the Company increased its issued and paid-up capital from RM50,468,943 to RM75,602,000 by way
        of:

        (i)      the conversion of 115,600,000 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”)
                 of RM1 each into 25,130,057 ordinary shares of RM1 each. The conversion was made on the
                 following basis:-

                 •           25,127,557 new ordinary shares of RM1 each were issued by the tendering of
                             115,590,000 ICULS with nominal value of RM1 each;

                 •           2,500 new ordinary shares of RM1 each were issued by the tendering of 10,000
                             ICULS with nominal value of RM1 each and cash subscription of RM1,500.

                 The new shares which arose from the conversion of the ICULS rank pari passu in all
                 respects with the existing shares of the Company.

        (ii)     the exercise of share options by eligible employees pursuant to the Employee Share Option
                 Scheme of 3,000 ordinary shares of RM1 each. The new shares issued rank pari passu in all
                 respects with the existing shares of the Company.

(c)     the Company issued RM61,961,250 Al-Bai Bithaman Ajil Bonds (ABBA Bonds) comprising
        RM49,569,000 nominal value Primary Bonds and RM12,392,250 nominal value Secondary Bonds for
        working capital purposes.


EMPLOYEE SHARE OPTION SCHEME (“ESOS”)
Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to subscribe
for new shares of RM1 each in the Company at an exercise price of RM1.40 per share is as follows:-

                                                                          NUMBER OF ORDINARY SHARES OF
                                                                             RM1 EACH UNDER OPTION

At 1 April 2002                                                             1,754,000
Lapsed during the financial year due to:
- exercised during the financial year                                          (3,000)
- staff resignation                                                           (87,000)

At 31 March 2003                                                            1,664,000




                                                                                                    Page 2
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


EMPLOYEE SHARE OPTION SCHEME (“ESOS”) (CONT’D)
The salient features of the ESOS are as follows:-

(i)     eligible employees are employees who have served in the employment of any company within the
        Group for at least one year of continuous service;

(ii)    the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of the
        total issued and paid-up ordinary share capital of the Company at any point of time during the
        existence of the ESOS which shall be in force for a period of 5 years from the date of offer;

(iii)   the possible allocation for any single eligible employee during the existence of the ESOS shall not be
        less than 1,000 or more than 450,000 shares subject to the maximum allowable allocation according
        to their respective categories;

(iv)    the subscription price was based on the weighted average market price of the shares as shown in
        the Daily Official List of the Kuala Lumpur Stock Exchange for the 5 market days prior to the date of
        offer with an allowance for a discount of not more than 10% therefrom or at par value, whichever is
        higher; and

(v)     the shares to be 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, the expiry date of which 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.


BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the directors took
reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the
making of allowance for doubtful debts, and satisfied themselves that all known bad debts had been written
off and that adequate allowance had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances that would further require the
writing off of bad debts, or additional allowance for doubtful debts in the financial statements of the Group
and of the Company.




                                                                                                       Page 3
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the directors took
reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in
the ordinary course of business, including their values as shown in the accounting records of the Group and
of the Company, have been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values
attributed to the current assets in the financial statements of the Group and of the Company misleading.


VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which render
adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.


CONTINGENT AND OTHER LIABILITIES

The contingent liabilities of the Company are disclosed in Note 47 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.


ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company during the financial year were not, in the
opinion of the directors, substantially affected by any item, transaction or event of a material and unusual
nature.




                                                                                                       Page 4
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT



ITEMS OF AN UNUSUAL NATURE (CONT’D)

There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect
substantially the results of the operations of the Group and of the Company for the financial year.


DIRECTORS

The directors who served since the date of the last report are as follows:-

SIA KWEE MOW @ SIA HOK CHAI
SIA TEONG HENG
MUN CHONG SHING @ MUN CHONG TIAN
DATO’ LIM PHAIK GAN
DATO’ DR. NORRAESAH BT HAJI MOHAMAD
DATUK SIM PENG CHOON
ABDUL RAHMAN BIN A.SHUKOR (ALTERNATE TO DATUK SIM PENG CHOON )
VINCENT KOH KOK KEE ( RESIGNED ON 31.5.2003 )
TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS (RESIGNED ON 14.8.2002)

Pursuant to Section 129 of the Companies Act, 1965, Sia Kwee Mow @ Sia Hok Chai, Datuk Sim Peng
Choon and Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for
re-appointment 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, Dato’ Dr. Norraesah Bt Haji Mohamad
retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-
election.




                                                                                                         Page 5
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding office at the end of the
financial year, in shares, TSRs and options under the ESOS in the Company during the financial year are as
follows:-

                                                        NUMBER OF ORDINARY SHARES OF RM1 EACH
                                                         AT                              AT
                                                     1.4.2002 ALLOTMENT/     SOLD   31.3.2003
                                                                  BOUGHT
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI                          3,982,400   446,576 (2,948,176) 1,480,800
SIA TEONG HENG                                       1,296,400 1,095,412 (2,056,820) 334,992
MUN CHONG SHING @ MUN CHONG TIAN                        17,000     4,782      -         21,782
DATO’ LIM PHAIK GAN                                      5,000     6,000      -         11,000
DATUK SIM PENG CHOON                                    10,000       869       -        10,869

INDIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI                          7,463,832 19,498,523 (7,463,832) 19,498,523
SIA TEONG HENG                                       7,463,832 19,498,523 (7,463,832) 19,498,523

                                                                              TSRS
                                                         AT                                       AT
                                                     1.4.2002        BOUGHT          SOLD    31.3.2003
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI                          3,078,500           -            -     3,078,500
DATO’ DR. NORRAESAH BT HAJI MOHAMAD                      4,000           -            -         4,000
MUN CHONG SHING @ MUN CHONG TIAN                        12,500           -            -        12,500

INDIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI                          1,746,780           -            -     1,746,780
SIA TEONG HENG                                       1,746,780           -            -     1,746,780

                                                      NUMBER OF ORDINARY SHARES OF RM1 EACH
                                                                    UNDER OPTION
                                                       AT                               AT
                                                      1.4.2002 GRANTED    LAPSED 31.3.2003
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOK CHAI                           450,000            -            -       450,000
SIA TEONG HENG                                        350,000             -           -       350,000


By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are
deemed to have interests in the shares in the subsidiaries to the extent of the Company’s 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.




                                                                                                           Page 6
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive any
benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable
by directors as shown in the financial statements, or the fixed salary of a full-time employee of the
Company) by reason of a contract made by the Company or a related corporation with the director or with a
firm of which the director is a member, or with a company in which the director has a substantial financial
interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary
course of business with companies in which certain directors have substantial financial interests as
disclosed in Note 45 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 49 to the financial statements.




                                                                                                     Page 7
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


DIRECTORS’ REPORT


AUDITORS
The auditors, Messrs. Horwath Mok & Poon, who are now practising as Messrs. Horwath with effect from 1
January 2003, have expressed their willingness to continue in office.



SIGNED IN ACCORDANCE W ITH A RESOLUTION OF THE DIRECTORS
DATED 25 JULY 2003




Sia Kwee Mow @ Sia Hok Chai




Mun Chong Shing @ Mun Chong Tian




                                                                                               Page 8
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P




STATEMENT BY DIRECTORS


We, Sia Kwee Mow @ Sia Hok Chai and Mun Chong Shing @ Mun Chong Tian, 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 65 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 2003 and of their results and cash flows for the
financial year ended on that date.

SIGNED IN ACCORDANCE W ITH A RESOLUTION OF THE DIRECTORS
Dated 25 JULY 2003




Sia Kwee Mow @ Sia Hok Chai                            Mun Chong Shing @ Mun Chong
Tian




STATUTORY DECLARATION


I, Ng Kee Chye, I/C No. 640324-06-5691, being the officer 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 65 are, to the best of my knowledge and belief,
correct, and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by
Ng Kee Chye,
I/C No. 640324-06-5691,
at Kuala Lumpur in the Federal Territory
ON THIS   25 JULY 2003

                                                                                   Ng Kee Chye

Before me

Haron Hashim (No. W 128)
Commissioner for Oaths
Kuala Lumpur
25 July 2003


                                                                                             Page 9
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 12 to 65. 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 2003 and their
                  results and cash flows for the financial year ended on that date; and

        (ii)      the matters required by Section 169 of the Companies Act, 1965 to be dealt with in
                  the financial statements of the Group and of the Company; and

(b)     the accounting and other records and the registers required by the Companies Act, 1965
        to be kept by the Company and by the subsidiaries of which we have acted as auditors
        have been properly kept in accordance with the provisions of the said Act.

We have considered the financial statements and the auditors’ reports thereon of the subsidiaries
for which we have not acted as auditors, as indicated in Note 6 to the financial statements.



                                                                                             Page 10
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: 1772/11/04 (J/PH)
Chartered Accountants                                                                     Partner

Kuala Lumpur




                                                                                           Page 11
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


BALANCE SHEETS AT 31 MARCH 2003

                                                                   THE GROUP                      THE COMPANY
                                                          2003                2002            2003             2002
                                                                           (Restated)                       (Restated)
                                          NOTE             RM                  RM              RM               RM
ASSETS
Investment in subsidiaries                 6              -                     -        211,064,785      167,370,110
Interest in associates                     7         110,700,175         119,902,566       2,400,000       10,440,450
Property, plant and equipment              8          35,812,639           7,047,290          53,152           75,503
Investment properties                      9          41,774,547          21,088,833            -                -
Other assets                              10             382,107             714,168            -                -
Goodwill on consolidation                 11          27,271,844          10,245,527            -                -

                                                     215,941,312         158,998,384     213,517,937      177,886,063

CURRENT ASSETS
Inventories                               12          14,109,911           9,269,103            -                -
Property development in progress          13          54,738,163          28,591,098            -                -
Receivables                               14          68,079,974          78,944,793         123,962        6,401,217
Amount owing by contract customers        15             685,256           1,407,450            -                -
Amounts owing by subsidiaries             16                -                    -        52,644,365       46,676,415
Amounts owing by associates               17           5,525,184           5,448,175          11,434           51,883
Tax recoverable                           18           5,350,142           3,971,217      11,265,166        9,913,290
Short term deposits with licensed
 banks                                    19           1,422,125           5,042,274       1,239,225        5,012,274
Cash and bank balances                    20           6,084,094           1,460,540       5,201,131            1,904

                                                     155,994,849         134,134,650      70,485,283       68,056,983


LESS: CURRENT LIABILITIES
Amount owing to contract customers        15           4,769,567           2,673,438            -                -
Payables                                  21          26,618,315          31,260,945         331,492          245,422
Amounts owing to subsidiaries             16                -                   -         12,635,183       21,100,467
Amounts owing to associates               17              65,500              65,500            -                -
Amounts owing to directors                22           2,450,481           1,967,680       1,967,680        1,967,680
Dividend payable                                         270,587             270,587         270,587          270,587
Short term borrowings                     23          47,707,856          41,029,726      11,413,736        7,337,727
ABBA Bonds                                24           2,478,450                -          2,478,450             -

                                                      84,360,756          77,267,876      29,097,128       30,921,883

NET CURRENT ASSETS                                    71,634,093          56,866,774      41,388,155       37,135,100

                                                     287,575,405         215,865,158     254,906,092      215,021,163

FINANCED BY:-

Share capital                             25          82,435,000          57,301,943      82,435,000       57,301,943
Share application account                 26                -            115,600,000           -          115,600,000
Reserves                                  27         134,681,876          42,524,427     134,643,948       42,119,220

Shareholders’ equity                                 217,116,876         215,426,370     217,078,948      215,021,163
ABBA Bonds                                24          37,827,144               -          37,827,144             -
Deferred liabilities                      28          32,631,385             438,788            -                -

                                                     287,575,405         215,865,158     254,906,092      215,021,163


NET TANGIBLE ASSETS PER ORDINARY SHARE
- Actual                               32               242 sen                393 sen
- Proforma                             32                   N/A                262 sen




The annexed notes form an integral part of these financial statements.                                         Page 12
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


INCOME STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


                                                             THE GROUP                        THE COMPANY
                                                        2003         2002                  2003        2002
                                                                  (Restated)                        (Restated)
                                      NOTE               RM           RM                    RM          RM

TURNOVER                                 33       69,828,919         81,644,823        8,982,613     9,277,687

COST OF SALES                            34      (48,699,540)       (68,499,179)             -             -

GROSS PROFIT                                      21,129,379         13,145,644        8,982,613     9,277,687

OTHER OPERATING INCOME                              3,097,647              247,281           -          59,039

ADMINISTRATIVE EXPENSES                            (6,793,398)           (3,863,420)   (1,069,681)   (1,076,604)

OTHER OPERATING EXPENSES                           (9,417,624)           (1,651,190)    (156,715)     (352,121)

PROFIT FROM OPERATIONS                              8,016,004            7,878,315     7,756,217     7,908,001

FINANCE COSTS                                      (6,793,334)           (9,611,991)   (4,464,721)   (8,529,384)

SHARE OF PROFIT OF
ASSOCIATES                                          3,926,816            3,351,575           -             -

PROFIT/(LOSS)
BEFORE TAXATION                          35         5,149,486            1,617,899     3,291,496      (621,383)

TAXATION                                 36        (3,138,593)            (444,278)     (913,324)      (94,000)

PROFIT/(LOSS)
AFTER TAXATION                                      2,010,893            1,173,621     2,378,172      (715,383)



Earnings per share - basic               37             2.4 sen              1.8 sen
                   - diluted             37                N/A                  N/A


Dividend per
ordinary share - Final                   38               1 sen                -




The annexed notes form an integral part of these financial statements.                                    Page 13
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


STATEMENTS OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003

                                                                                         SHARE
                                                                    SHARE CAPITAL     A PPLICATION                       RETAINED PROFITS
                                                             NOTE                       A CCOUNT      SHARE PREMIUM                         CAPITAL RESERVE     TOTAL
THE GROUP                                                                  RM              RM              RM                  RM                 RM             RM
Balance at 1.4.2001 (as previously reported)                             57,301,943        -              21,306,521          20,580,642          1,199,999   100,389,105
Prior year adjustments                                       39              -             -                -                 (1,155,000)          -           (1,155,000 )


Balance at 1.4.2001 (as restated)                                        57,301,943        -              21,306,521          19,425,642          1,199,999     99,234,105
Arising from conversion of Irredeemable Convertible
Unsecured Loan Stock (“ICULS”) to ordinary shares                           -             -                    1,500            -                 -                 1,500
Shares 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 (as restated)                  -             -                 -                  1,173,621          -             1,173,621
Dividends                                                    38             -             -                 -                   (270,587)         -              (270,587 )

Balance at 31.3.2002/1.4.2002                                            57,301,943    115,600,000        20,995,752          20,328,676          1,199,999    215,426,370
Issuance of shares                                                       25,133,057        -                -                   -                  -            25,133,057
Reversal of share application account                                        -        (115,600,000)         -                   -                  -          (115,600,000 )
Share premium arising from issuance of shares                                -             -              90,471,143            -                  -            90,471,143
Expenses incurred on conversion of ICULS                                     -             -                  (54,000)          -                  -               (54,000 )
Profit after taxation for the financial year                                 -             -                -                  2,010,893           -             2,010,893
Dividends                                                    38              -             -                -                   (270,587)          -              (270,587 )

Balance at 31.3.2003                                                     82,435,000        -             111,412,895          22,068,982          1,199,999   217,116,876




The annexed notes form an integral part of these financial statements.                                                                                                   Page 14
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


STATEMENTS OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003

                                                                                             SHARE
                                                                         SHARE CAPITAL    A PPLICATION                        RETAINED PROFITS
                                                                  NOTE                      A CCOUNT       SHARE PREMIUM                         CAPITAL RESERVE     TOTAL
THE COMPANY                                                                   RM               RM               RM                  RM                 RM             RM
Balance at 1.4.2001 (as previously reported)                               57,301,943            -             21,306,521          26,234,438          -           104,842,902
Prior year adjustments                                             39          -                 -               -                 (4,125,000)         -            (4,125,000 )

Balance at 1.4.2001 (as restated)                                          57,301,943            -             21,306,521          22,109,438          -           100,717,902
Arising from conversion of ICULS to ordinary shares                            -                 -                  1,500            -                 -                 1,500
Shares pending allotment arising on expiry of ICULS                            -             115,600,000         -                   -                 -           115,600,000
Expenses incurred on conversion of ICULS                                       -                 -               (312,269)           -                 -              (312,269 )
Loss after taxation for the financial year (as restated)                       -                 -               -                   (715,383)         -              (715,383)
Dividends                                                          38          -                 -               -                   (270,587)         -              (270,587 )

Balance at 31.3.2002/1.4.2002                                              57,301,943      115,600,000         20,995,752          21,123,468          -            215,021,163
Issuance of shares                                                         25,133,057          -                 -                   -                 -             25,133,057
Reversal of share application account                                          -          (115,600,000)          -                   -                 -           (115,600,000 )
Share premium arising from issuance of shares                                  -               -               90,471,143            -                 -             90,471,143
Expenses incurred on conversion of ICULS                                       -               -                   (54,000)          -                 -                (54,000 )
Profit after taxation for the financial year                                   -               -                 -                  2,378,172          -              2,378,172
Dividends                                                          38          -               -                 -                   (270,587)         -               (270,587 )

Balance at 31.3.2003                                                       82,435,000            -            111,412,895          23,231,053          -           217,078,948


The retained profits of the Group are attributable to/(absorbed by):-

                                                                                      2003                     2002
                                                                                       RM                       RM

The Company                                                                      23,231,053                 21,123,468
Subsidiaries                                                                    (16,643,931)               (18,318,593)
Associates                                                                       15,481,860                 17,523,801

                                                                                   22,068,982               20,328,676




The annexed notes form an integral part of these financial statements.                                                                                                        Page 15
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


CASH FLOW STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003

                                                            THE GROUP                                 THE COMPANY
                                                         2003                 2002          2003              2002
                                                                                                            (Restated)
                                         NOTE            RM                   RM             RM                RM

CASH FLOWS FROM/(FOR)
OPERATING ACTIVITIES
Profit/(Loss) before taxation                       5,149,486             1,617,899     3,291,496           (621,383)

Adjustments for:-
Allowance for doubtful debts                        8,625,447               816,507          -                  -
Amortisation of bonds expenses                        134,364                  -          134,364               -
Bad debts written off                                 110,965               101,340          -                  -
Depreciation and amortisation of property,
 plant and equipment                                  406,603               325,978         22,351             32,676
Interest expense                                    6,407,721             9,474,903      4,442,243          8,461,022
Loss on disposal of investment properties             150,154                33,015           -                  -
Plant and equipment written off                          -                    2,800           -                  -
Dividend income                                          -                     -        (8,090,000)        (7,805,555)
Gain on disposal of property, plant
 and equipment                                          (7,302)             (131,031)        -                (59,039)
Interest income                                       (110,604)             (585,124)    (622,613)         (1,152,687)
Writeback of diminution in value of inventory           (6,527)                 -            -                   -
Writeback of allowance for doubtful debts           (1,988,813)                 -            -                   -
Share of profit in associates                       (3,926,816)           (3,351,575)        -                   -

Operating profit/(loss) before working
 capital changes                                14,944,678                8,304,712      (822,159)         (1,144,966)
Decrease in inventories                         10,089,220                  471,208          -                   -
Increase in property
 development-in-progress                       (15,568,195)               (1,633,516)        -                  -
Decrease/(Increase) in trade and
 other receivables                              11,175,302                (5,683,694)    6,277,255          (625,803)
(Decrease)/Increase in trade and other payables (8,910,013)               (3,611,900)      86,070           (176,117)
Increase in amount owing
 to contract customers                           2,287,849                  298,050          -                  -


CASH FROM/(FOR) OPERATIONS                         14,018,841             (1,855,140)    5,541,166         (1,946,886)
Interest paid                                      (4,702,299)           (10,311,139)   (1,880,098)        (8,461,022)
Taxes paid                                         (3,377,151)            (2,225,772)         -                  -

NET CASH FROM/(FOR) OPERATING
ACTIVITIES CARRIED FORWARD                          5,939,391            (14,392,051)   3,661,068        (10,407,908)




The annexed notes form an integral part of these financial statements.                                       Page 16
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


CASH FLOW STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003

                                                                     THE GROUP                      THE COMPANY
                                                            2003                  2002          2003             2002
                                                                                                              (Restated)
                                               NOTE          RM                    RM            RM               RM

NET CASH FROM/(FOR) OPERATING
ACTIVITIES BROUGHT FORWARD                              5,939,391          (14,392,051)      3,661,068      (10,407,908)

CASH FLOWS (FOR)/FROM INVESTING
 ACTIVITIES
Interest received                                         641,078                949,238       622,613        1,152,687
Dividends received from subsidiaries                         -                      -        3,816,000        5,620,000
Dividends received from associate                       2,116,800                   -        2,008,800              -
Net cash outflow on acquisition
 of subsidiary                                 40     (34,835,444)                  -      (35,000,000)            -
Expenses incurred on acquisition of
 subsidiary                                                  -                      -        (654,225)             -
Purchase of property, plant
 and equipment                                 41        (201,665)           (115,327)            -            (15,400)
Purchase of investment properties                      (3,438,068)               -                -                -
Hotel development expenditure                            (386,797)               -                -                -
Proceeds from disposal of property, plant
and equipment                                            149,222                 183,039          -             68,500
Proceeds from disposal of
 investment properties                                   952,000            1,164,915             -                 -
Incidental expenses on investment properties             (42,589)            (161,151)            -                 -
Proceeds from disposal of subsidiary                        -              27,075,000             -          27,075,000
Placement of cash in sinking fund
 account                                       20      (5,198,398)                  -       (5,198,398)            -

NET CASH (FOR)/FROM INVESTING
ACTIVITIES                                            (40,243,861)          29,095,714     (34,405,210)      33,900,787

CASH FLOWS FROM/(FOR)
FINANCING ACTIVITIES
Proceeds from issuance of shares                           4,200                  -              4,200              -
Proceeds from bonds                            24     38,848,310                  -         38,848,310              -
Repayment of bonds                             24     (1,239,225)                 -         (1,239,225)             -
Net repayment by/(Advances to) associates                (42,209)              261,523          40,449           49,500
Net advances to subsidiaries                                -                     -        (14,433,234)      (9,405,022)
Repayment to a director                                     -                 (951,120)           -            (951,120)
Dividend paid to shareholders of the Company                -                 (545,065)           -            (545,065)
Payment of expenses on conversion of ICULS               (54,000)             (312,269)        (54,000)        (312,269)
Proceeds received for conversion of ICULS                   -                    1,500            -               1,500
Dividend paid to holder of ICCPS                        (270,587)             (270,587)       (270,587)        (270,587)
Repayment of revolving credit                         (3,280,000)           (1,320,000)       (680,000)      (1,320,000)
Repayment of loans                                    (4,103,454)              (74,250)           -                -
Repayment to hire purchase payables                      (87,784)              (83,130)           -                -

NET CASH FROM/(FOR) FINANCING
ACTIVITIES                                            29,775,251            (3,293,398)    22,215,913       (12,753,063)

NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS                                   (4,529,219)          11,410,265      (8,528,229)      10,739,816

CASH AND CASH EQUIVALENTS AT
BEGINNING OF FINANCIAL YEAR                           (14,340,876)         (25,751,141)      3,356,451       (7,383,365)

CASH AND CASH EQUIVALENTS AT
END OF FINANCIAL YEAR                          42     (18,870,095)         (14,340,876)     (5,171,778)        3,356,451




The annexed notes form an integral part of these financial statements.                                           Page 17
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


1.      GENERAL INFORMATION
        The Company is a public company limited by shares and is incorporated under the
        Malaysian Companies Act, 1965. The domicile of the Company is in Malaysia. The
        registered office, which is also the principal place of business, is at Wisma Siah Brothers,
        74A, Jalan Pahang, 53000 Kuala Lumpur.


2.      PRINCIPAL ACTIVITIES

        The Company is principally engaged in the business of investment holding and the
        provision of management and administrative services to the subsidiaries. The principal
        activities of the subsidiaries are disclosed in Note 6 to the financial statements. There
        have been no significant changes in the nature of these activities during the financial year.


3.      FINANCIAL RISK MANAGEMENT POLICIES

        The Group's financial risk management policy seeks to ensure that adequate financial
        resources are available for the development of the Group's business whilst managing its
        currency, interest rate, market, credit, liquidity and cash flow risks. The Group operates
        within defined guidelines that are approved by the Board and the policies in respect of the
        major areas of treasury activity are as follows:

        (a)      Currency Risk

                 The Group does not have material foreign currency transactions, assets or
                 liabilities and hence is not exposed to any significant or material currency risks.

        (b)      Interest Rate Risk

                 The Group obtains financing through bank borrowings and hire purchase. Its policy
                 is to obtain the most favourable interest rates available without increasing its
                 foreign currency exposure.

                 Surplus funds are placed with reputable financial institutions at the most favourable
                 interest rates.

        (c)      Market Risk

                 The Group’s principal exposure to market risks arises mainly from changes in
                 quoted equity prices. The Group does not use derivative instruments to manage
                 equity risk.




.                                                                                             Page 18
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


3.      FINANCIAL RISK MANAGEMENT POLICIES(CONT’D)

        (d)      Credit Risk

                 The Group's exposure to credit risks, or the risk of counterparties defaulting, arises
                 mainly from cash deposits and receivables. The maximum exposure to credit risks
                 is represented by the total carrying amount of these financial assets in the balance
                 sheet reduced by the effects of any netting arrangements with counterparties.

                 The Group does not have any major concentration of credit risk related to any
                 individual customer or counterparty except for 61% of trade debts due from a
                 major customer, details of which are set out in Note 14 to the financial statements.

                 The Group manages its exposure to credit risk by investing its cash assets safely
                 and profitably, and by the application of credit approvals, credit limits and
                 monitoring procedures on an ongoing basis.

        (e)      Liquidity and Cash Flow Risk

                 The Group's exposure to liquidity and cashflow risks arises mainly from general
                 funding and business activities.

                 It practises prudent liquidity risk management by maintaining sufficient cash
                 balances and the availability of funding through certain committed credit facilities.


4.      BASIS OF ACCOUNTING

        The financial statements are prepared under the historical cost convention and modified to
        include other bases of valuation as disclosed in other sections under significant
        accounting policies, and in compliance with applicable approved accounting standards in
        Malaysia.

        The new applicable approved accounting standard adopted in these financial statements
        is MASB 19 – Events After Balance Sheet Date. Comparative figures have been adjusted
        to conform with changes in presentation due to the requirements of the new MASB that
        have been applied retrospectively.

        Save for the adoption of MASB 19 as stated in Note 39 to the financial statements, there
        are no other changes to the accounting policies adopted by the Company.




.                                                                                              Page 19
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES
        (a)      Basis of Consolidation

                 The consolidated financial statements incorporate the financial statements of the
                 Company and all its subsidiaries made up to 31 March 2003.

                 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.

                 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.

                 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.


        (b)      Goodwill or Negative Goodwill On Consolidation

                 Goodwill represents the excess of the fair value of the purchase consideration over
                 the Group’s share of the fair values of the separable net assets of subsidiaries at
                 the date of acquisition. Negative goodwill represents the excess of the Group’s
                 share of the fair values of the separable net assets of subsidiaries at the date of
                 acquisition over the fair value of the purchase consideration.

                 Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is
                 reviewed annually, and is written down for impairment where it is considered
                 necessary. The impairment value of goodwill written off is taken to the income
                 statement.




.                                                                                            Page 20
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      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.

                 Leasehold land having an unexpired term of more than fifty years is not amortised.
                 The non-amortisation of the long term leasehold land has no material effect on the
                 financial statements.

                 Depreciation and amortisation is calculated under the straight-line method to write
                 off the cost of the assets over their estimated useful lives. The principal annual
                 rates used for this purpose are:-

                 Plant and machinery, construction machinery and
                 equipment                                                              5% - 20%
                 Formwork, scaffoldings and containers                                 10% - 25%
                 Office renovation, office equipment, computers,
                 furniture and fittings, tools and fittings                             5% - 20%
                 Motor vehicles                                                              20%




.                                                                                               Page 21
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

        (d)      Property, Plant and Equipment (Cont’d)

                 The Group does not have a policy for frequent revaluation of the properties.
                 Surpluses arising from the revaluation of the properties are credited to a
                 revaluation reserve. Deficits arising from the revaluation, to the extent that they are
                 not supported by any previous revaluation surpluses, are charged to the income
                 statement.

        (e)      Impairment of Assets

                 The carrying amounts of assets, other than those to which MASB Standard 23
                 Impairment of Assets does not apply, are reviewed at each balance sheet date for
                 impairment when there is an indication that the assets might be impaired.
                 Impairment is measured by comparing the carrying amounts of the assets with
                 their recoverable amounts.

                 An impairment loss is charged to the income statement immediately unless the
                 asset is carried at its revalued amount. Any impairment loss of a revalued asset is
                 treated as a revaluation decrease to the extent of a previously recognised
                 revaluation surplus for the same asset.

                 In respect of assets other than goodwill, and when there is a change in the
                 estimates used to determine the recoverable amount, a subsequent increase in
                 the recoverable amount of an asset is treated as reversal of the previous
                 impairment loss and is recognised to the extent of the carrying amount of the asset
                 that would have been determined (net of amortisation and depreciation) had no
                 impairment loss been recognised. The reversal is recognised in the income
                 statement immediately, unless the asset is carried at its revalued amount. A
                 reversal of an impairment loss on a revalued asset is credited directly to the
                 revaluation surplus. However, to the extent that an impairment loss on the same
                 revalued asset was previously recognised as an expense in the income statement,
                 a reversal of that impairment loss is recognised as income in the income
                 statement.

        (f)      Investments

                 The investment in subsidiaries, associates and joint ventures are initially stated at
                 cost in the balance sheet of the Company, and are reviewed for impairment at the
                 end of the financial year if events or changes in circumstances indicate that their
                 carrying values may not be recoverable.

        (g)      Investment Properties

                 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.



.                                                                                               Page 22
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
        (h)      Inventories

                 Inventories are stated at the lower of cost and net realisable value. The unsold
                 completed properties are stated at the lower of cost and net realisable value. For
                 finished goods and work-in-progress, cost includes direct labour and appropriate
                 production overheads.

                 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.


        (i)      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.


        (j)      Receivables

                 Receivables are carried at anticipated realisable value. Bad debts are written off in
                 the period in which they are identified. An estimate is made for doubtful debts
                 based on a review of all outstanding amounts at the balance sheet date.


        (k)      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.


        (l)      Payables

                 Trade and other payables are stated at cost which is the fair value of the
                 consideration to be paid in the future for goods and services received.

.                                                                                             Page 23
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
        (m)      Interest-bearing Borrowings

                 Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds
                 received, net of transaction costs.

                 Borrowing costs directly attributable to the acquisition and construction of
                 development properties and property, plant and equipment are capitalized as part
                 of the cost of those assets, until such time as the assets are ready for their
                 intended use or sale.

                 All other borrowing costs are charged to the income statement as an expense in
                 the period in which they are incurred.


        (n)      Bonds

                 Bonds issued by the Company and the Group are initially recognised based on
                 proceeds received, net of issuance expenses incurred and are adjusted in
                 subsequent years for amortization of premium and/or accretion of discount to
                 maturity, using the effective yield method. The premium amortised and/or discount
                 accreted is recognised in the income statement over the period of the bonds.


        (o)      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.


        (p)      Foreign Currencies

                 Transactions in foreign currencies are converted into Ringgit Malaysia at the
                 approximate rates of exchange ruling at the transaction dates. Monetary assets
                 and liabilities in foreign currencies at the balance sheet date are translated at the
                 approximate rates ruling as of that date. All exchange differences are taken to the
                 income statement.


        (q)      Assets under Hire Purchase

                 Equipment acquired under hire purchase are capitalised in the financial statements
                 and are depreciated in accordance with the policy set out in Note 5(d) above. Each
                 hire purchase payment is allocated between the liability and finance charges so as
                 to achieve a constant rate on the finance balance outstanding. Finance charges
                 are allocated to the income statement over the periods of the respective hire
                 purchase agreements.

.                                                                                             Page 24
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
        (r)      Equity Instruments

                 Ordinary shares and convertible preference shares are classified as equity.


        (s)      Dividends

                 Dividends on equity are recognised as liabilities when declared.


        (t)      Cash and Cash Equivalents

                 Cash and cash equivalents comprise cash in hand, bank balances, demand
                 deposits, deposits pledged with financial institutions, bank overdrafts and short
                 term, highly liquid investments that are readily convertible to known amounts of
                 cash and which are subject to an insignificant risk of changes in value.


        (u)      Financial Instruments

                 Financial instruments are recognised in the balance sheet when the Company has
                 become a party to the contractual provisions of the instruments.

                 Financial instruments are classified as liabilities or equity in accordance with the
                 substance of the contractual arrangement. Interest, dividends, gains and losses
                 relating to a financial instrument classified as a liability, are reported as expense or
                 income. Distributions to holders of financial instruments classified as equity are
                 charged directly to equity.

                 Financial instruments are offset when the Company has a legally enforceable right
                 to offset and intends to settle either on a net basis or to realise the asset and settle
                 the liability simultaneously.

                 Financial instruments recognised in the balance sheet are disclosed in the
                 individual policy statement associated with each item.




.                                                                                                Page 25
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
        (v)      Income Recognition

                 (i)         Construction Contracts

                             Revenue on contracts is recognised on the percentage of completion
                             method unless the outcome of the contract cannot be reliably determined,
                             in which case revenue on contracts is only recognised to the extent of
                             contract costs incurred that are recoverable. Foreseeable losses, if any,
                             are provided for in full as and when it can be reasonably ascertained that
                             the contract will result in a loss.

                             The stage of completion is determined based on surveys of work
                             performed.

                 (ii)        Property Development

                             Revenue from property development is recognised from the sale of
                             completed and uncompleted development properties.

                             Revenue from the sale of completed properties is recognised when the
                             sale is contracted.

                             Revenue on uncompleted properties contracted for sale is recognised
                             based on the stage of completion method unless the outcome of the
                             development cannot be reliably determined in which case the revenue on
                             the development is only recognised to the extent of development costs
                             incurred that are recoverable.

                             The stage of completion is determined based on the proportion that the
                             development costs incurred for work performed to date bear to the
                             estimated total development costs.

                             Foreseeable losses, if any, are recognised immediately in the income
                             statement.

                             Foreseeable losses, if any, are provided for in full as and when it can be
                             reasonably ascertained that the development will result in a loss.

                 (iii)       Revenue from Sales of Goods

                             Sales are recognised upon delivery of goods and customers’ acceptance,
                             and where applicable, net of returns and trade discounts.

                 (iv)        Revenue from Services

                             Revenue is recognised upon rendering of services and when the outcome
                             of the transaction can be estimated reliably. In the event the outcome of the
                             transaction could not be estimated reliably, revenue is recognised to the
                             extent of the expenses incurred that are recoverable.




.                                                                                                 Page 26
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
        (v)      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 investments is recognised when the right to receive
                             payment is established.

                             Dividend income was recognised upon declaration by the subsidiaries and
                             associates in previous financial years. During the financial year, there was
                             a change in the accounting policy with regards to the revenue recognition of
                             dividends to conform with the requirements of MASB 19 – Events After The
                             Balance Sheet Date. The change in the accounting policy has an effect of
                             increasing the profit before taxation of the Company for the current financial
                             year by RM5,300,000 and decreasing the profit before taxation for the
                             previous financial year by RM1,175,000. It also has the effect of decreasing
                             the taxation of the Group for the current financial year by RM1,484,000 and
                             increasing the taxation for the previous financial year by RM329,000. The
                             change in the accounting policy is made retrospectively and the effect on
                             previous financial years has been accounted for as prior year adjustments.
                 (viii)      Interest Income
                             Interest income is recognised on an accrual basis, based on the effective
                             yield on the investment.
                             Interest income on late payment is recognised on a receipt basis.


        (w)      Segmental Information

                 Segment revenues and expenses are those directly attributable to the segments
                 and include any joint revenue and expenses where a reasonable basis of allocation
                 exists. Segment assets include all assets used by a segment and consist
                 principally of property, plant and equipment (net of accumulated depreciation,
                 where applicable), other investments, inventories, receivables, and cash and bank
                 balances.

                 Most segment assets can be directly attributed to the segments on a reasonable
                 basis. Segment assets and liabilities do not include income tax assets and
                 liabilities respectively.


.                                                                                                  Page 27
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


5.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

        (w)      Segmental Information (Cont’d)

                 Segment revenues, expenses and results include transfers between segments.
                 The prices charged on intersegment transactions are based on normal
                 commercial terms. These transfers are eliminated on consolidation.


6.      INVESTMENT IN SUBSIDIARIES
                                                                                 THE COMPANY
                                                                          2003                  2002
                                                                           RM                    RM

        Unquoted shares, at cost
        At 1 April 2002/2001                                      167,370,110             167,370,110
        Additions during the financial year                        43,694,675                    -

        At 31 March                                               211,064,785             167,370,110



        Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:-


        Name of Company                       Effective Equity Interest            Principal
                                                 2003         2002                 Activities
                                                  %             %

        Syarikat Siah Brothers                   100           100               General building
        Trading Sdn. Bhd.                                                        contractor and
                                                                                 investment holding

        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




.                                                                                                  Page 28
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


6.      INVESTMENT IN SUBSIDIARIES (CONT’D)
        Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:-


        Name of Company                    Effective Equity Interest          Principal
                                              2003         2002               Activities
                                               %             %

        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

        Winsome Ventures                      100           100             Intended 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. *

        South-East Best                       100             20            Property development
        Sdn. Bhd.#




.                                                                                               Page 29
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


6.      INVESTMENT IN SUBSIDIARIES (CONT’D)
        Name of Company                   Effective Equity Interest      Principal
                                             2003         2002           Activities
                                              %             %

        Gracemart Resources                  100            20         Property development
        Sdn. Bhd.##

        Sutrati Development Sdn. Bhd.##      100            20         Dormant

        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

        #      During the financial year, the Company acquired the remaining 80% of its equity
               interest in South-East Best Sdn. Bhd. (“SEB”) thereby resulting in SEB becoming a
               subsidiary.

        ##     Held by SEB




.                                                                                          Page 30
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


7.      INTEREST IN ASSOCIATES

                                                      THE GROUP                       THE COMPANY
                                                 2003          2002                2003        2002
                                                  RM           RM                   RM          RM

        Unquoted shares, at cost            3,600,001          10,760,451      2,400,000        10,440,450
        Unquoted shares at Group cost      91,618,314          91,618,314            -                 -
        Share of post acquisition reserves 15,481,860          17,523,801            -                 -

                                           110,700,175        119,902,566      2,400,000        10,440,450


                                                                              THE GROUP
                                                                      2003                 2002
                                                                       RM                   RM
        The interest in associates comprises:-

        Group’s share of net tangible assets - at cost           64,684,205            73,886,596
                                            - at fair value      45,952,003            45,952,003
        Group’s share of intangible assets                           63,967                63,967

                                                                110,700,175          119,902,566


        Details of the associates, which are all incorporated in Malaysia, are as follows:-

                                            Effective Equity                  Principal
        Name of Company                         Interest                      Activities
                                          2003           2002
                                           %               %

        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




.                                                                                               Page 31
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


7.      INTEREST IN ASSOCIATES (CONT’D)
                                           Effective Equity               Principal
        Name of Company                        Interest                   Activities
                                         2003           2002
                                          %               %

        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

        Sam & Lau Plantation             50.0            -              Tree plantation and
        Sdn. Bhd.*###                                                   nursery operators

        South-East Best                    -            20.0            Property development
        Sdn. Bhd.^

        Gracemart Resources                -            20.0            Property development
        Sdn. Bhd.###

        Sutrati Development
        Sdn. Bhd.###                       -            20.0            Dormant


        *        The results of these associates have not been equity accounted as the amounts
                 involved are insignificant.

        #        Share of results of these associates are based on the latest available unaudited
                 management financial statements made up to 31 March 2003.

        ##       Held by Paling

        ###      Held by SEB

        ^        During the financial year, the Company acquired the remaining 80% of its equity
                 interest in South-East Best Sdn. Bhd. (“SEB”) thereby resulting in SEB becoming
                 a subsidiary.




.                                                                                            Page 32
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


8.      PROPERTY , PLANT AND EQUIPMENT
        THE GROUP                                                                                            TRANSFER TO
                                                                   ACQUISITION                               DEVELOPMENT    DEPRECIATION
                                                    AT 1.4.2002   OF SUBSIDIARY   ADDITIONS    DISPOSAL         LAND          CHARGE        AT 31.3.2003
        NET BOOK VALUE                                  RM            RM            RM            RM            RM              RM               RM
        Freehold land                                5,748,145         -             -            (30,000)      (979,312)        -             4,738,833
        Land and hotel development
         expenditure                                    -          29,489,968       386,797       -              -               -            29,876,765
        Plant and machinery, construction
         machinery and equipment                        77,999         -                 635      -              -               (15,282)         63,352
        Formwork, scaffoldings and containers           15,310         -             -            -              -                (4,848)         10,462
        Office renovation, office equipment,
         computers, furniture and fittings, tools
         and fittings                                  804,013        214,754       201,030     (111,919)        -              (269,301)       838,577
        Motor vehicles                                 401,823         -             -                (1)        -              (117,172)       284,650

        Total                                        7,047,290     29,704,722       588,462     (141,920)       (979,312)       (406,603)     35,812,639




.                                                                                                                                                      Page 33
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


8.      PROPERTY , PLANT AND EQUIPMENT (CONT’D)
         THE GROUP
                                                                 ACCUMULATED
        AT 31.3.2003                                 AT COST     DEPRECIATION    NET BOOK VALUE
                                                       RM            RM               RM
        Freehold land                                4,738,833        -              4,738,833
        Land and hotel development                  29,876,765        -             29,876,765
        expenditure
        Plant and machinery, construction
         machinery and equipment                     4,374,257    (4,310,905)           63,352
        Formwork, scaffoldings and containers        4,316,916    (4,306,454)           10,462
        Office renovation, office equipment,
         computers, furniture and fittings, tools
         and fittings                                4,161,954    (3,323,377)          838,577
        Motor vehicles                               1,946,651    (1,662,001)          284,650

                                                    49,415,376   (13,602,737 )      35,812,639


                                                                 ACCUMULATED
        AT 31.3.2002                                 AT COST     DEPRECIATION    NET BOOK VALUE
                                                       RM            RM               RM
        Freehold land                                5,748,145        -              5,748,145
        Plant and machinery, construction
         machinery and equipment                     4,373,622    (4,295,623)           77,999
        Formwork, scaffoldings and containers        4,316,916    (4,301,606)           15,310
        Office renovation, office equipment,
         computers, furniture and fittings, tools
         and fittings                                3,626,222    (2,822,209)          804,013
        Motor vehicles                               1,594,753    (1,192,930)          401,823

                                                    19,659,658   (12,612,368 )       7,047,290


        Land and hotel development expenditure consists of:

                                                                 31.3.2003              31.3.2002
                                                                    RM                     RM

        Long leasehold land, at cost                              27,691,066                -

        Hotel development expenditure                              2,185,699                -

                                                                  29,876,765                -




                                                                                                    Page 34
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


8.      PROPERTY , PLANT AND EQUIPMENT (CONT’D)

         THE COMPANY                            AT              DEPRECIATION         AT
                                             1.4.2002             CHARGE           31.3.2003
         NET BOOK VALUE                         RM                  RM                RM
         Office equipment, computers,
         furniture and fittings                75,502             (22,351)           53,151
         Motor vehicles                             1                -                    1
                                               75,503             (22,351)           53,152

                                               AT               ACCUMULATED         NET
                                              COST              DEPRECIATION      BOOK VALUE
         At 31.3.2003                          RM                   RM               RM

         Office equipment, computers,
         furniture and fittings               370,801            (317,650)           53,151
         Motor vehicles                       376,950            (376,949)                1

                                              747,751            (694,599)           53,152

                                               AT               ACCUMULATED         NET
                                              COST              DEPRECIATION      BOOK VALUE
         At 31.3.2002                          RM                   RM               RM
         Office equipment, computers,
         furniture and fittings               370,801            (295,299)           75,502
         Motor vehicles                       376,950            (376,949)                1

                                              747,751            (672,248)           75,503


         The motor vehicles of the Group acquired under hire purchase terms were carried at net
         book value of RM231,384 (2002 – RM402,608) at the balance sheet date.




                                                                                     Page 35
SIAH BROTHERS CORPORATION BERHAD
(Incorporated in Malaysia)
Company No : 199310 - P


NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003


8.      PROPERTY , PLANT AND EQUIPMENT (CONT’D)
        The carrying value of certain property, plant and equipment that are charged to financial
        institutions to secure banking facilities granted to the Group are as follows:-

                                                                        THE GROUP
                                                                     2003       2002
                                                                      RM          RM
        Furniture and fittings                                     107,183            -
        Office and other equipment                                   4,951            -
        Land and hotel development expenditure                  29,876,765            -
        Office equipment                                             9,976            -
                                                                29,998,875            -




9.      INVESTMENT PROPERTIES
                                                                              THE GROUP
                                                                     2003                 2002
                                                                      RM                   RM

         Leasehold land                                         19,778,424            4,979,933
         Expenditure on land                                     4,202,191              318,927

                                                                23,980,615            5,298,860

         Freehold land and buildings                            15,812,472           16,987,903
         Leasehold land and buildings                            3,041,025                -

                                                                18,853,497           16,987,903
         Disposed during the financial year                     (1,059,565)          (1,197,930)

                                                                17,793,932           15,789,973

                                                                41,774,547           21,088,833


        Freehold land and building of a subsidiary costing RM2,792,736 in the previous financial
        year was 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 valuation exercises carried out on 27 March 2000 and 2 January 2002 by an
        independent professional valuer, the market value of certain investment properties of the
        Group amounts to approximately RM54.61 million (2002 – RM35.58 million). No valuation
        exercise has been carried out on the properties since the last exercise in the financial year
        2002.




                                                                                          Page 36
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003
SBC Corporation Berhad: Annual Audited Accounts 2003

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SBC Corporation Berhad: Annual Audited Accounts 2003

  • 1. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P FINANCIAL REPORT for the financial year ended 31 March 2003 CONTENTS 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 .........................................................................................16 Notes to the Financial Statements .......................................................................18
  • 2. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2003. PRINCIPAL ACTIVITIES The Company is principally engaged in the business of investment holding and the provision of management and administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS THE GROUP THE COMPANY RM RM Profit after taxation for the financial year 2,010,893 2,378,172 DIVIDENDS Since the end of the previous financial year, the Company paid a dividend of 5.5% per Irredeemable Cumulative Convertible Preference Share (“ICCPS”) less 28% tax amounting to RM270,587 in respect of the previous financial year, in accordance with the terms of issue of the ICCPS. For the financial year, (i) the directors have declared the payment of a dividend of 5.5% per ICCPS less 28% tax amounting to RM270,587, in accordance with the terms of issue of the ICCPS; and (ii) the directors recommend the payment of a first and final dividend of 1% per ordinary share less 28% tax amounting to RM544,334. 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. Page 1
  • 3. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT ISSUES OF SHARES AND DEBENTURES During the financial year, (a) there were no changes in the authorised capital of the Company; (b) the Company increased its issued and paid-up capital from RM50,468,943 to RM75,602,000 by way of: (i) the conversion of 115,600,000 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) of RM1 each into 25,130,057 ordinary shares of RM1 each. The conversion was made on the following basis:- • 25,127,557 new ordinary shares of RM1 each were issued by the tendering of 115,590,000 ICULS with nominal value of RM1 each; • 2,500 new ordinary shares of RM1 each were issued by the tendering of 10,000 ICULS with nominal value of RM1 each and cash subscription of RM1,500. The new shares which arose from the conversion of the ICULS rank pari passu in all respects with the existing shares of the Company. (ii) the exercise of share options by eligible employees pursuant to the Employee Share Option Scheme of 3,000 ordinary shares of RM1 each. The new shares issued rank pari passu in all respects with the existing shares of the Company. (c) the Company issued RM61,961,250 Al-Bai Bithaman Ajil Bonds (ABBA Bonds) comprising RM49,569,000 nominal value Primary Bonds and RM12,392,250 nominal value Secondary Bonds for working capital purposes. EMPLOYEE SHARE OPTION SCHEME (“ESOS”) Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to subscribe for new shares of RM1 each in the Company at an exercise price of RM1.40 per share is as follows:- NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION At 1 April 2002 1,754,000 Lapsed during the financial year due to: - exercised during the financial year (3,000) - staff resignation (87,000) At 31 March 2003 1,664,000 Page 2
  • 4. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT EMPLOYEE SHARE OPTION SCHEME (“ESOS”) (CONT’D) The salient features of the ESOS are as follows:- (i) eligible employees are employees who have served in the employment of any company within the Group for at least one year of continuous service; (ii) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS which shall be in force for a period of 5 years from the date of offer; (iii) the possible allocation for any single eligible employee during the existence of the ESOS shall not be less than 1,000 or more than 450,000 shares subject to the maximum allowable allocation according to their respective categories; (iv) the subscription price was based on the weighted average market price of the shares as shown in the Daily Official List of the Kuala Lumpur Stock Exchange for the 5 market days prior to the date of offer with an allowance for a discount of not more than 10% therefrom or at par value, whichever is higher; and (v) the shares to be 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, the expiry date of which 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. BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts. At the date of this report, the directors are not aware of any circumstances that would further require the writing off of bad debts, or additional allowance for doubtful debts in the financial statements of the Group and of the Company. Page 3
  • 5. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT CURRENT ASSETS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES The contingent liabilities of the Company are disclosed in Note 47 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. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. Page 4
  • 6. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT ITEMS OF AN UNUSUAL NATURE (CONT’D) There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year. DIRECTORS The directors who served since the date of the last report are as follows:- SIA KWEE MOW @ SIA HOK CHAI SIA TEONG HENG MUN CHONG SHING @ MUN CHONG TIAN DATO’ LIM PHAIK GAN DATO’ DR. NORRAESAH BT HAJI MOHAMAD DATUK SIM PENG CHOON ABDUL RAHMAN BIN A.SHUKOR (ALTERNATE TO DATUK SIM PENG CHOON ) VINCENT KOH KOK KEE ( RESIGNED ON 31.5.2003 ) TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS (RESIGNED ON 14.8.2002) Pursuant to Section 129 of the Companies Act, 1965, Sia Kwee Mow @ Sia Hok Chai, Datuk Sim Peng Choon and Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for re-appointment 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, Dato’ Dr. Norraesah Bt Haji Mohamad retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re- election. Page 5
  • 7. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT DIRECTORS’ INTERESTS According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year, in shares, TSRs and options under the ESOS in the Company during the financial year are as follows:- NUMBER OF ORDINARY SHARES OF RM1 EACH AT AT 1.4.2002 ALLOTMENT/ SOLD 31.3.2003 BOUGHT DIRECT INTERESTS SIA KWEE MOW @ SIA HOK CHAI 3,982,400 446,576 (2,948,176) 1,480,800 SIA TEONG HENG 1,296,400 1,095,412 (2,056,820) 334,992 MUN CHONG SHING @ MUN CHONG TIAN 17,000 4,782 - 21,782 DATO’ LIM PHAIK GAN 5,000 6,000 - 11,000 DATUK SIM PENG CHOON 10,000 869 - 10,869 INDIRECT INTERESTS SIA KWEE MOW @ SIA HOK CHAI 7,463,832 19,498,523 (7,463,832) 19,498,523 SIA TEONG HENG 7,463,832 19,498,523 (7,463,832) 19,498,523 TSRS AT AT 1.4.2002 BOUGHT SOLD 31.3.2003 DIRECT INTERESTS SIA KWEE MOW @ SIA HOK CHAI 3,078,500 - - 3,078,500 DATO’ DR. NORRAESAH BT HAJI MOHAMAD 4,000 - - 4,000 MUN CHONG SHING @ MUN CHONG TIAN 12,500 - - 12,500 INDIRECT INTERESTS SIA KWEE MOW @ SIA HOK CHAI 1,746,780 - - 1,746,780 SIA TEONG HENG 1,746,780 - - 1,746,780 NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION AT AT 1.4.2002 GRANTED LAPSED 31.3.2003 DIRECT INTERESTS SIA KWEE MOW @ SIA HOK CHAI 450,000 - - 450,000 SIA TEONG HENG 350,000 - - 350,000 By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are deemed to have interests in the shares in the subsidiaries to the extent of the Company’s 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. Page 6
  • 8. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT DIRECTORS’ BENEFITS Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 45 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 49 to the financial statements. Page 7
  • 9. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P DIRECTORS’ REPORT AUDITORS The auditors, Messrs. Horwath Mok & Poon, who are now practising as Messrs. Horwath with effect from 1 January 2003, have expressed their willingness to continue in office. SIGNED IN ACCORDANCE W ITH A RESOLUTION OF THE DIRECTORS DATED 25 JULY 2003 Sia Kwee Mow @ Sia Hok Chai Mun Chong Shing @ Mun Chong Tian Page 8
  • 10. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P STATEMENT BY DIRECTORS We, Sia Kwee Mow @ Sia Hok Chai and Mun Chong Shing @ Mun Chong Tian, 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 65 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 2003 and of their results and cash flows for the financial year ended on that date. SIGNED IN ACCORDANCE W ITH A RESOLUTION OF THE DIRECTORS Dated 25 JULY 2003 Sia Kwee Mow @ Sia Hok Chai Mun Chong Shing @ Mun Chong Tian STATUTORY DECLARATION I, Ng Kee Chye, I/C No. 640324-06-5691, being the officer 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 65 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by Ng Kee Chye, I/C No. 640324-06-5691, at Kuala Lumpur in the Federal Territory ON THIS 25 JULY 2003 Ng Kee Chye Before me Haron Hashim (No. W 128) Commissioner for Oaths Kuala Lumpur 25 July 2003 Page 9
  • 11. 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 12 to 65. 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 2003 and their results and cash flows for the financial year ended on that date; and (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the Company; and (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act. We have considered the financial statements and the auditors’ reports thereon of the subsidiaries for which we have not acted as auditors, as indicated in Note 6 to the financial statements. Page 10
  • 12. 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: 1772/11/04 (J/PH) Chartered Accountants Partner Kuala Lumpur Page 11
  • 13. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P BALANCE SHEETS AT 31 MARCH 2003 THE GROUP THE COMPANY 2003 2002 2003 2002 (Restated) (Restated) NOTE RM RM RM RM ASSETS Investment in subsidiaries 6 - - 211,064,785 167,370,110 Interest in associates 7 110,700,175 119,902,566 2,400,000 10,440,450 Property, plant and equipment 8 35,812,639 7,047,290 53,152 75,503 Investment properties 9 41,774,547 21,088,833 - - Other assets 10 382,107 714,168 - - Goodwill on consolidation 11 27,271,844 10,245,527 - - 215,941,312 158,998,384 213,517,937 177,886,063 CURRENT ASSETS Inventories 12 14,109,911 9,269,103 - - Property development in progress 13 54,738,163 28,591,098 - - Receivables 14 68,079,974 78,944,793 123,962 6,401,217 Amount owing by contract customers 15 685,256 1,407,450 - - Amounts owing by subsidiaries 16 - - 52,644,365 46,676,415 Amounts owing by associates 17 5,525,184 5,448,175 11,434 51,883 Tax recoverable 18 5,350,142 3,971,217 11,265,166 9,913,290 Short term deposits with licensed banks 19 1,422,125 5,042,274 1,239,225 5,012,274 Cash and bank balances 20 6,084,094 1,460,540 5,201,131 1,904 155,994,849 134,134,650 70,485,283 68,056,983 LESS: CURRENT LIABILITIES Amount owing to contract customers 15 4,769,567 2,673,438 - - Payables 21 26,618,315 31,260,945 331,492 245,422 Amounts owing to subsidiaries 16 - - 12,635,183 21,100,467 Amounts owing to associates 17 65,500 65,500 - - Amounts owing to directors 22 2,450,481 1,967,680 1,967,680 1,967,680 Dividend payable 270,587 270,587 270,587 270,587 Short term borrowings 23 47,707,856 41,029,726 11,413,736 7,337,727 ABBA Bonds 24 2,478,450 - 2,478,450 - 84,360,756 77,267,876 29,097,128 30,921,883 NET CURRENT ASSETS 71,634,093 56,866,774 41,388,155 37,135,100 287,575,405 215,865,158 254,906,092 215,021,163 FINANCED BY:- Share capital 25 82,435,000 57,301,943 82,435,000 57,301,943 Share application account 26 - 115,600,000 - 115,600,000 Reserves 27 134,681,876 42,524,427 134,643,948 42,119,220 Shareholders’ equity 217,116,876 215,426,370 217,078,948 215,021,163 ABBA Bonds 24 37,827,144 - 37,827,144 - Deferred liabilities 28 32,631,385 438,788 - - 287,575,405 215,865,158 254,906,092 215,021,163 NET TANGIBLE ASSETS PER ORDINARY SHARE - Actual 32 242 sen 393 sen - Proforma 32 N/A 262 sen The annexed notes form an integral part of these financial statements. Page 12
  • 14. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 THE GROUP THE COMPANY 2003 2002 2003 2002 (Restated) (Restated) NOTE RM RM RM RM TURNOVER 33 69,828,919 81,644,823 8,982,613 9,277,687 COST OF SALES 34 (48,699,540) (68,499,179) - - GROSS PROFIT 21,129,379 13,145,644 8,982,613 9,277,687 OTHER OPERATING INCOME 3,097,647 247,281 - 59,039 ADMINISTRATIVE EXPENSES (6,793,398) (3,863,420) (1,069,681) (1,076,604) OTHER OPERATING EXPENSES (9,417,624) (1,651,190) (156,715) (352,121) PROFIT FROM OPERATIONS 8,016,004 7,878,315 7,756,217 7,908,001 FINANCE COSTS (6,793,334) (9,611,991) (4,464,721) (8,529,384) SHARE OF PROFIT OF ASSOCIATES 3,926,816 3,351,575 - - PROFIT/(LOSS) BEFORE TAXATION 35 5,149,486 1,617,899 3,291,496 (621,383) TAXATION 36 (3,138,593) (444,278) (913,324) (94,000) PROFIT/(LOSS) AFTER TAXATION 2,010,893 1,173,621 2,378,172 (715,383) Earnings per share - basic 37 2.4 sen 1.8 sen - diluted 37 N/A N/A Dividend per ordinary share - Final 38 1 sen - The annexed notes form an integral part of these financial statements. Page 13
  • 15. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 SHARE SHARE CAPITAL A PPLICATION RETAINED PROFITS NOTE A CCOUNT SHARE PREMIUM CAPITAL RESERVE TOTAL THE GROUP RM RM RM RM RM RM Balance at 1.4.2001 (as previously reported) 57,301,943 - 21,306,521 20,580,642 1,199,999 100,389,105 Prior year adjustments 39 - - - (1,155,000) - (1,155,000 ) Balance at 1.4.2001 (as restated) 57,301,943 - 21,306,521 19,425,642 1,199,999 99,234,105 Arising from conversion of Irredeemable Convertible Unsecured Loan Stock (“ICULS”) to ordinary shares - - 1,500 - - 1,500 Shares 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 (as restated) - - - 1,173,621 - 1,173,621 Dividends 38 - - - (270,587) - (270,587 ) Balance at 31.3.2002/1.4.2002 57,301,943 115,600,000 20,995,752 20,328,676 1,199,999 215,426,370 Issuance of shares 25,133,057 - - - - 25,133,057 Reversal of share application account - (115,600,000) - - - (115,600,000 ) Share premium arising from issuance of shares - - 90,471,143 - - 90,471,143 Expenses incurred on conversion of ICULS - - (54,000) - - (54,000 ) Profit after taxation for the financial year - - - 2,010,893 - 2,010,893 Dividends 38 - - - (270,587) - (270,587 ) Balance at 31.3.2003 82,435,000 - 111,412,895 22,068,982 1,199,999 217,116,876 The annexed notes form an integral part of these financial statements. Page 14
  • 16. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 SHARE SHARE CAPITAL A PPLICATION RETAINED PROFITS NOTE A CCOUNT SHARE PREMIUM CAPITAL RESERVE TOTAL THE COMPANY RM RM RM RM RM RM Balance at 1.4.2001 (as previously reported) 57,301,943 - 21,306,521 26,234,438 - 104,842,902 Prior year adjustments 39 - - - (4,125,000) - (4,125,000 ) Balance at 1.4.2001 (as restated) 57,301,943 - 21,306,521 22,109,438 - 100,717,902 Arising from conversion of ICULS to ordinary shares - - 1,500 - - 1,500 Shares pending allotment arising on expiry of ICULS - 115,600,000 - - - 115,600,000 Expenses incurred on conversion of ICULS - - (312,269) - - (312,269 ) Loss after taxation for the financial year (as restated) - - - (715,383) - (715,383) Dividends 38 - - - (270,587) - (270,587 ) Balance at 31.3.2002/1.4.2002 57,301,943 115,600,000 20,995,752 21,123,468 - 215,021,163 Issuance of shares 25,133,057 - - - - 25,133,057 Reversal of share application account - (115,600,000) - - - (115,600,000 ) Share premium arising from issuance of shares - - 90,471,143 - - 90,471,143 Expenses incurred on conversion of ICULS - - (54,000) - - (54,000 ) Profit after taxation for the financial year - - - 2,378,172 - 2,378,172 Dividends 38 - - - (270,587) - (270,587 ) Balance at 31.3.2003 82,435,000 - 111,412,895 23,231,053 - 217,078,948 The retained profits of the Group are attributable to/(absorbed by):- 2003 2002 RM RM The Company 23,231,053 21,123,468 Subsidiaries (16,643,931) (18,318,593) Associates 15,481,860 17,523,801 22,068,982 20,328,676 The annexed notes form an integral part of these financial statements. Page 15
  • 17. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 THE GROUP THE COMPANY 2003 2002 2003 2002 (Restated) NOTE RM RM RM RM CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES Profit/(Loss) before taxation 5,149,486 1,617,899 3,291,496 (621,383) Adjustments for:- Allowance for doubtful debts 8,625,447 816,507 - - Amortisation of bonds expenses 134,364 - 134,364 - Bad debts written off 110,965 101,340 - - Depreciation and amortisation of property, plant and equipment 406,603 325,978 22,351 32,676 Interest expense 6,407,721 9,474,903 4,442,243 8,461,022 Loss on disposal of investment properties 150,154 33,015 - - Plant and equipment written off - 2,800 - - Dividend income - - (8,090,000) (7,805,555) Gain on disposal of property, plant and equipment (7,302) (131,031) - (59,039) Interest income (110,604) (585,124) (622,613) (1,152,687) Writeback of diminution in value of inventory (6,527) - - - Writeback of allowance for doubtful debts (1,988,813) - - - Share of profit in associates (3,926,816) (3,351,575) - - Operating profit/(loss) before working capital changes 14,944,678 8,304,712 (822,159) (1,144,966) Decrease in inventories 10,089,220 471,208 - - Increase in property development-in-progress (15,568,195) (1,633,516) - - Decrease/(Increase) in trade and other receivables 11,175,302 (5,683,694) 6,277,255 (625,803) (Decrease)/Increase in trade and other payables (8,910,013) (3,611,900) 86,070 (176,117) Increase in amount owing to contract customers 2,287,849 298,050 - - CASH FROM/(FOR) OPERATIONS 14,018,841 (1,855,140) 5,541,166 (1,946,886) Interest paid (4,702,299) (10,311,139) (1,880,098) (8,461,022) Taxes paid (3,377,151) (2,225,772) - - NET CASH FROM/(FOR) OPERATING ACTIVITIES CARRIED FORWARD 5,939,391 (14,392,051) 3,661,068 (10,407,908) The annexed notes form an integral part of these financial statements. Page 16
  • 18. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 THE GROUP THE COMPANY 2003 2002 2003 2002 (Restated) NOTE RM RM RM RM NET CASH FROM/(FOR) OPERATING ACTIVITIES BROUGHT FORWARD 5,939,391 (14,392,051) 3,661,068 (10,407,908) CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES Interest received 641,078 949,238 622,613 1,152,687 Dividends received from subsidiaries - - 3,816,000 5,620,000 Dividends received from associate 2,116,800 - 2,008,800 - Net cash outflow on acquisition of subsidiary 40 (34,835,444) - (35,000,000) - Expenses incurred on acquisition of subsidiary - - (654,225) - Purchase of property, plant and equipment 41 (201,665) (115,327) - (15,400) Purchase of investment properties (3,438,068) - - - Hotel development expenditure (386,797) - - - Proceeds from disposal of property, plant and equipment 149,222 183,039 - 68,500 Proceeds from disposal of investment properties 952,000 1,164,915 - - Incidental expenses on investment properties (42,589) (161,151) - - Proceeds from disposal of subsidiary - 27,075,000 - 27,075,000 Placement of cash in sinking fund account 20 (5,198,398) - (5,198,398) - NET CASH (FOR)/FROM INVESTING ACTIVITIES (40,243,861) 29,095,714 (34,405,210) 33,900,787 CASH FLOWS FROM/(FOR) FINANCING ACTIVITIES Proceeds from issuance of shares 4,200 - 4,200 - Proceeds from bonds 24 38,848,310 - 38,848,310 - Repayment of bonds 24 (1,239,225) - (1,239,225) - Net repayment by/(Advances to) associates (42,209) 261,523 40,449 49,500 Net advances to subsidiaries - - (14,433,234) (9,405,022) Repayment to a director - (951,120) - (951,120) Dividend paid to shareholders of the Company - (545,065) - (545,065) Payment of expenses on conversion of ICULS (54,000) (312,269) (54,000) (312,269) Proceeds received for conversion of ICULS - 1,500 - 1,500 Dividend paid to holder of ICCPS (270,587) (270,587) (270,587) (270,587) Repayment of revolving credit (3,280,000) (1,320,000) (680,000) (1,320,000) Repayment of loans (4,103,454) (74,250) - - Repayment to hire purchase payables (87,784) (83,130) - - NET CASH FROM/(FOR) FINANCING ACTIVITIES 29,775,251 (3,293,398) 22,215,913 (12,753,063) NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (4,529,219) 11,410,265 (8,528,229) 10,739,816 CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR (14,340,876) (25,751,141) 3,356,451 (7,383,365) CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 42 (18,870,095) (14,340,876) (5,171,778) 3,356,451 The annexed notes form an integral part of these financial statements. Page 17
  • 19. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 1. GENERAL INFORMATION The Company is a public company limited by shares and is incorporated under the Malaysian Companies Act, 1965. The domicile of the Company is in Malaysia. The registered office, which is also the principal place of business, is at Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur. 2. PRINCIPAL ACTIVITIES The Company is principally engaged in the business of investment holding and the provision of management and administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. 3. FINANCIAL RISK MANAGEMENT POLICIES The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group's business whilst managing its currency, interest rate, market, credit, liquidity and cash flow risks. The Group operates within defined guidelines that are approved by the Board and the policies in respect of the major areas of treasury activity are as follows: (a) Currency Risk The Group does not have material foreign currency transactions, assets or liabilities and hence is not exposed to any significant or material currency risks. (b) Interest Rate Risk The Group obtains financing through bank borrowings and hire purchase. Its policy is to obtain the most favourable interest rates available without increasing its foreign currency exposure. Surplus funds are placed with reputable financial institutions at the most favourable interest rates. (c) Market Risk The Group’s principal exposure to market risks arises mainly from changes in quoted equity prices. The Group does not use derivative instruments to manage equity risk. . Page 18
  • 20. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 3. FINANCIAL RISK MANAGEMENT POLICIES(CONT’D) (d) Credit Risk The Group's exposure to credit risks, or the risk of counterparties defaulting, arises mainly from cash deposits and receivables. The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the balance sheet reduced by the effects of any netting arrangements with counterparties. The Group does not have any major concentration of credit risk related to any individual customer or counterparty except for 61% of trade debts due from a major customer, details of which are set out in Note 14 to the financial statements. The Group manages its exposure to credit risk by investing its cash assets safely and profitably, and by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. (e) Liquidity and Cash Flow Risk The Group's exposure to liquidity and cashflow risks arises mainly from general funding and business activities. It practises prudent liquidity risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. 4. BASIS OF ACCOUNTING The financial statements are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with applicable approved accounting standards in Malaysia. The new applicable approved accounting standard adopted in these financial statements is MASB 19 – Events After Balance Sheet Date. Comparative figures have been adjusted to conform with changes in presentation due to the requirements of the new MASB that have been applied retrospectively. Save for the adoption of MASB 19 as stated in Note 39 to the financial statements, there are no other changes to the accounting policies adopted by the Company. . Page 19
  • 21. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries made up to 31 March 2003. 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. 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. 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. (b) Goodwill or Negative Goodwill On Consolidation Goodwill represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values of the separable net assets of subsidiaries at the date of acquisition. Negative goodwill represents the excess of the Group’s share of the fair values of the separable net assets of subsidiaries at the date of acquisition over the fair value of the purchase consideration. Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is reviewed annually, and is written down for impairment where it is considered necessary. The impairment value of goodwill written off is taken to the income statement. . Page 20
  • 22. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. 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. Leasehold land having an unexpired term of more than fifty years is not amortised. The non-amortisation of the long term leasehold land has no material effect on the financial statements. Depreciation and amortisation is calculated under the straight-line method to write off the cost of the assets over their estimated useful lives. The principal annual rates used for this purpose are:- Plant and machinery, construction machinery and equipment 5% - 20% Formwork, scaffoldings and containers 10% - 25% Office renovation, office equipment, computers, furniture and fittings, tools and fittings 5% - 20% Motor vehicles 20% . Page 21
  • 23. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (d) Property, Plant and Equipment (Cont’d) The Group does not have a policy for frequent revaluation of the properties. Surpluses arising from the revaluation of the properties are credited to a revaluation reserve. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are charged to the income statement. (e) Impairment of Assets The carrying amounts of assets, other than those to which MASB Standard 23 Impairment of Assets does not apply, are reviewed at each balance sheet date for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying amounts of the assets with their recoverable amounts. An impairment loss is charged to the income statement immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognised as income in the income statement. (f) Investments The investment in subsidiaries, associates and joint ventures are initially stated at cost in the balance sheet of the Company, and are reviewed for impairment at the end of the financial year if events or changes in circumstances indicate that their carrying values may not be recoverable. (g) Investment Properties 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. . Page 22
  • 24. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (h) Inventories Inventories are stated at the lower of cost and net realisable value. The unsold completed properties are stated at the lower of cost and net realisable value. For finished goods and work-in-progress, cost includes direct labour and appropriate production overheads. 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. (i) 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. (j) Receivables Receivables are carried at anticipated realisable value. Bad debts are written off in the period in which they are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at the balance sheet date. (k) 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. (l) Payables Trade and other payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received. . Page 23
  • 25. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (m) Interest-bearing Borrowings Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction costs. Borrowing costs directly attributable to the acquisition and construction of development properties and property, plant and equipment are capitalized as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. All other borrowing costs are charged to the income statement as an expense in the period in which they are incurred. (n) Bonds Bonds issued by the Company and the Group are initially recognised based on proceeds received, net of issuance expenses incurred and are adjusted in subsequent years for amortization of premium and/or accretion of discount to maturity, using the effective yield method. The premium amortised and/or discount accreted is recognised in the income statement over the period of the bonds. (o) 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. (p) Foreign Currencies Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate rates of exchange ruling at the transaction dates. Monetary assets and liabilities in foreign currencies at the balance sheet date are translated at the approximate rates ruling as of that date. All exchange differences are taken to the income statement. (q) Assets under Hire Purchase Equipment acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out in Note 5(d) above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are allocated to the income statement over the periods of the respective hire purchase agreements. . Page 24
  • 26. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (r) Equity Instruments Ordinary shares and convertible preference shares are classified as equity. (s) Dividends Dividends on equity are recognised as liabilities when declared. (t) Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions, bank overdrafts and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (u) Financial Instruments Financial instruments are recognised in the balance sheet when the Company has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Company has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. Financial instruments recognised in the balance sheet are disclosed in the individual policy statement associated with each item. . Page 25
  • 27. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (v) Income Recognition (i) Construction Contracts Revenue on contracts is recognised on the percentage of completion method unless the outcome of the contract cannot be reliably determined, in which case revenue on contracts is only recognised to the extent of contract costs incurred that are recoverable. Foreseeable losses, if any, are provided for in full as and when it can be reasonably ascertained that the contract will result in a loss. The stage of completion is determined based on surveys of work performed. (ii) Property Development Revenue from property development is recognised from the sale of completed and uncompleted development properties. Revenue from the sale of completed properties is recognised when the sale is contracted. Revenue on uncompleted properties contracted for sale is recognised based on the stage of completion method unless the outcome of the development cannot be reliably determined in which case the revenue on the development is only recognised to the extent of development costs incurred that are recoverable. The stage of completion is determined based on the proportion that the development costs incurred for work performed to date bear to the estimated total development costs. Foreseeable losses, if any, are recognised immediately in the income statement. Foreseeable losses, if any, are provided for in full as and when it can be reasonably ascertained that the development will result in a loss. (iii) Revenue from Sales of Goods Sales are recognised upon delivery of goods and customers’ acceptance, and where applicable, net of returns and trade discounts. (iv) Revenue from Services Revenue is recognised upon rendering of services and when the outcome of the transaction can be estimated reliably. In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred that are recoverable. . Page 26
  • 28. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (v) 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 investments is recognised when the right to receive payment is established. Dividend income was recognised upon declaration by the subsidiaries and associates in previous financial years. During the financial year, there was a change in the accounting policy with regards to the revenue recognition of dividends to conform with the requirements of MASB 19 – Events After The Balance Sheet Date. The change in the accounting policy has an effect of increasing the profit before taxation of the Company for the current financial year by RM5,300,000 and decreasing the profit before taxation for the previous financial year by RM1,175,000. It also has the effect of decreasing the taxation of the Group for the current financial year by RM1,484,000 and increasing the taxation for the previous financial year by RM329,000. The change in the accounting policy is made retrospectively and the effect on previous financial years has been accounted for as prior year adjustments. (viii) Interest Income Interest income is recognised on an accrual basis, based on the effective yield on the investment. Interest income on late payment is recognised on a receipt basis. (w) Segmental Information Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of property, plant and equipment (net of accumulated depreciation, where applicable), other investments, inventories, receivables, and cash and bank balances. Most segment assets can be directly attributed to the segments on a reasonable basis. Segment assets and liabilities do not include income tax assets and liabilities respectively. . Page 27
  • 29. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (w) Segmental Information (Cont’d) Segment revenues, expenses and results include transfers between segments. The prices charged on intersegment transactions are based on normal commercial terms. These transfers are eliminated on consolidation. 6. INVESTMENT IN SUBSIDIARIES THE COMPANY 2003 2002 RM RM Unquoted shares, at cost At 1 April 2002/2001 167,370,110 167,370,110 Additions during the financial year 43,694,675 - At 31 March 211,064,785 167,370,110 Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:- Name of Company Effective Equity Interest Principal 2003 2002 Activities % % Syarikat Siah Brothers 100 100 General building Trading Sdn. Bhd. contractor and investment holding 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 . Page 28
  • 30. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 6. INVESTMENT IN SUBSIDIARIES (CONT’D) Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:- Name of Company Effective Equity Interest Principal 2003 2002 Activities % % 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 Winsome Ventures 100 100 Intended 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. * South-East Best 100 20 Property development Sdn. Bhd.# . Page 29
  • 31. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 6. INVESTMENT IN SUBSIDIARIES (CONT’D) Name of Company Effective Equity Interest Principal 2003 2002 Activities % % Gracemart Resources 100 20 Property development Sdn. Bhd.## Sutrati Development Sdn. Bhd.## 100 20 Dormant 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 # During the financial year, the Company acquired the remaining 80% of its equity interest in South-East Best Sdn. Bhd. (“SEB”) thereby resulting in SEB becoming a subsidiary. ## Held by SEB . Page 30
  • 32. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 7. INTEREST IN ASSOCIATES THE GROUP THE COMPANY 2003 2002 2003 2002 RM RM RM RM Unquoted shares, at cost 3,600,001 10,760,451 2,400,000 10,440,450 Unquoted shares at Group cost 91,618,314 91,618,314 - - Share of post acquisition reserves 15,481,860 17,523,801 - - 110,700,175 119,902,566 2,400,000 10,440,450 THE GROUP 2003 2002 RM RM The interest in associates comprises:- Group’s share of net tangible assets - at cost 64,684,205 73,886,596 - at fair value 45,952,003 45,952,003 Group’s share of intangible assets 63,967 63,967 110,700,175 119,902,566 Details of the associates, which are all incorporated in Malaysia, are as follows:- Effective Equity Principal Name of Company Interest Activities 2003 2002 % % 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 . Page 31
  • 33. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 7. INTEREST IN ASSOCIATES (CONT’D) Effective Equity Principal Name of Company Interest Activities 2003 2002 % % 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 Sam & Lau Plantation 50.0 - Tree plantation and Sdn. Bhd.*### nursery operators South-East Best - 20.0 Property development Sdn. Bhd.^ Gracemart Resources - 20.0 Property development Sdn. Bhd.### Sutrati Development Sdn. Bhd.### - 20.0 Dormant * The results of these associates have not been equity accounted as the amounts involved are insignificant. # Share of results of these associates are based on the latest available unaudited management financial statements made up to 31 March 2003. ## Held by Paling ### Held by SEB ^ During the financial year, the Company acquired the remaining 80% of its equity interest in South-East Best Sdn. Bhd. (“SEB”) thereby resulting in SEB becoming a subsidiary. . Page 32
  • 34. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 8. PROPERTY , PLANT AND EQUIPMENT THE GROUP TRANSFER TO ACQUISITION DEVELOPMENT DEPRECIATION AT 1.4.2002 OF SUBSIDIARY ADDITIONS DISPOSAL LAND CHARGE AT 31.3.2003 NET BOOK VALUE RM RM RM RM RM RM RM Freehold land 5,748,145 - - (30,000) (979,312) - 4,738,833 Land and hotel development expenditure - 29,489,968 386,797 - - - 29,876,765 Plant and machinery, construction machinery and equipment 77,999 - 635 - - (15,282) 63,352 Formwork, scaffoldings and containers 15,310 - - - - (4,848) 10,462 Office renovation, office equipment, computers, furniture and fittings, tools and fittings 804,013 214,754 201,030 (111,919) - (269,301) 838,577 Motor vehicles 401,823 - - (1) - (117,172) 284,650 Total 7,047,290 29,704,722 588,462 (141,920) (979,312) (406,603) 35,812,639 . Page 33
  • 35. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 8. PROPERTY , PLANT AND EQUIPMENT (CONT’D) THE GROUP ACCUMULATED AT 31.3.2003 AT COST DEPRECIATION NET BOOK VALUE RM RM RM Freehold land 4,738,833 - 4,738,833 Land and hotel development 29,876,765 - 29,876,765 expenditure Plant and machinery, construction machinery and equipment 4,374,257 (4,310,905) 63,352 Formwork, scaffoldings and containers 4,316,916 (4,306,454) 10,462 Office renovation, office equipment, computers, furniture and fittings, tools and fittings 4,161,954 (3,323,377) 838,577 Motor vehicles 1,946,651 (1,662,001) 284,650 49,415,376 (13,602,737 ) 35,812,639 ACCUMULATED AT 31.3.2002 AT COST DEPRECIATION NET BOOK VALUE RM RM RM Freehold land 5,748,145 - 5,748,145 Plant and machinery, construction machinery and equipment 4,373,622 (4,295,623) 77,999 Formwork, scaffoldings and containers 4,316,916 (4,301,606) 15,310 Office renovation, office equipment, computers, furniture and fittings, tools and fittings 3,626,222 (2,822,209) 804,013 Motor vehicles 1,594,753 (1,192,930) 401,823 19,659,658 (12,612,368 ) 7,047,290 Land and hotel development expenditure consists of: 31.3.2003 31.3.2002 RM RM Long leasehold land, at cost 27,691,066 - Hotel development expenditure 2,185,699 - 29,876,765 - Page 34
  • 36. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 8. PROPERTY , PLANT AND EQUIPMENT (CONT’D) THE COMPANY AT DEPRECIATION AT 1.4.2002 CHARGE 31.3.2003 NET BOOK VALUE RM RM RM Office equipment, computers, furniture and fittings 75,502 (22,351) 53,151 Motor vehicles 1 - 1 75,503 (22,351) 53,152 AT ACCUMULATED NET COST DEPRECIATION BOOK VALUE At 31.3.2003 RM RM RM Office equipment, computers, furniture and fittings 370,801 (317,650) 53,151 Motor vehicles 376,950 (376,949) 1 747,751 (694,599) 53,152 AT ACCUMULATED NET COST DEPRECIATION BOOK VALUE At 31.3.2002 RM RM RM Office equipment, computers, furniture and fittings 370,801 (295,299) 75,502 Motor vehicles 376,950 (376,949) 1 747,751 (672,248) 75,503 The motor vehicles of the Group acquired under hire purchase terms were carried at net book value of RM231,384 (2002 – RM402,608) at the balance sheet date. Page 35
  • 37. SIAH BROTHERS CORPORATION BERHAD (Incorporated in Malaysia) Company No : 199310 - P NOTES TO FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2003 8. PROPERTY , PLANT AND EQUIPMENT (CONT’D) The carrying value of certain property, plant and equipment that are charged to financial institutions to secure banking facilities granted to the Group are as follows:- THE GROUP 2003 2002 RM RM Furniture and fittings 107,183 - Office and other equipment 4,951 - Land and hotel development expenditure 29,876,765 - Office equipment 9,976 - 29,998,875 - 9. INVESTMENT PROPERTIES THE GROUP 2003 2002 RM RM Leasehold land 19,778,424 4,979,933 Expenditure on land 4,202,191 318,927 23,980,615 5,298,860 Freehold land and buildings 15,812,472 16,987,903 Leasehold land and buildings 3,041,025 - 18,853,497 16,987,903 Disposed during the financial year (1,059,565) (1,197,930) 17,793,932 15,789,973 41,774,547 21,088,833 Freehold land and building of a subsidiary costing RM2,792,736 in the previous financial year was 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 valuation exercises carried out on 27 March 2000 and 2 January 2002 by an independent professional valuer, the market value of certain investment properties of the Group amounts to approximately RM54.61 million (2002 – RM35.58 million). No valuation exercise has been carried out on the properties since the last exercise in the financial year 2002. Page 36