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