SBC Corporation Berhad: Annual Audited Accounts 2001

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

F IN ANCIAL R EPOR T
for the financial year ended 31 March 2001

CONTE NTS

Page

Directors’ Report......................................................................................................................................................1

Statement by Directors........................................................................................................................................9

Statutory Declaration.............................................................................................................................................9

Auditors’ Report......................................................................................................................................................10

Balance Sheets...........................................................................................................................................................12

Income Statements.................................................................................................................................................13

Statements of Changes in Equity..................................................................................................................14

Cash Flow Statements..........................................................................................................................................15

Notes to the Financial Statements.................................................................................................................17


D IR ECTORS’ REPOR T

The directors hereby submit their report and the audited financial statements of the Group and of the
Company for the financial year ended 31 March 2001.

P RI NCIPA L ACTI VITIES
The Company is principally engaged in the business of investment holding and the provision of management
and administrative services to the subsidiary companies. The principal activities of the subsidiary companies
are disclosed in Note 5 to the financial statements. There have been no significant changes in the nature of
these activities during the financial year.

R ESU LTS THE GROUP THE COMPANY
RM RM

Profit after taxation for the financial year 1,070,935 20,257,759

D IV IDEND S
Since the end of the previous financial year, the Company paid the following dividends:-

(i) dividend of 5.5% less 28% tax amounting to RM246,864 for the Irredeemable Cumulative
Convertible Preference Shares (“ICCPS”) in respect of the previous financial year, in accordance with
the terms of issue of the ICCPS; and

(ii) first and final dividend of 1.5% less 28% tax amounting to RM545,065 for the ordinary shares in
respect of the previous financial year as proposed in the directors’ report of that financial year.

For the financial year,

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

(ii) the directors recommend the payment of a first and final dividend of 1.5% less 28% tax amounting to
RM545,065 in respect of the ordinary shares.

Page 1



R ESE RVES AND P ROVI SION S
There were no material transfers to or from reserves or provisions during the financial year except as
disclosed in the financial statements.

I SS UES OF S HARES
During the financial year,
(a) there were no changes in the authorised and issued and paid-up capital of the Company; and
(b) there were no issues of debentures by the Company.

E MPLOYE E S HARE OPTI ON S CHEME (“ESOS”)
Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to
subscribe for new shares of RM1 each at an exercise price of RM1.40 per share is as follows:-
NUMBER OF ORDINA RY SHA RES OF
RM1 EACH UND ER OPTION
At 14 July 2000 ( date of implementation) 3,563,000
Ex ercised during the f inancial year -
At 31 March 2001 3,563,000

The salient features of the ESOS are disclosed in Note 40 to the financial statements.

OPTI ONS GRANT ED OVER UNI SSUED S HARES
During the financial year, no options were granted by the Company to any person to take up any unissued
shares in the Company except for the share options granted pursuant to the ESOS.

The Company however has in issue a total of 17,076,200 Transferable Subscription Rights (“TSRs”) of
which the expiry date has been extended to 20 February 2004. The TSRs entitle the holders thereof the rights
to subscribe for new ordinary shares of RM1 each on the basis of 1 new ordinary share of RM1 each for
every TSR held at a pre-determined subscription price of RM3.50 per share.

During the financial year, none of the subscription rights under the TSRs were exercised.

Page 2



B AD AND D OUBT FUL D EBT S
Before the financial statements of the Group and of the Company were made out, the directors took
reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the
making of provision for doubtful debts, and satisfied themselves that all known bad debts had been written
off and that adequate provision had been made for doubtful debts.

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

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

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

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

CONTI NGENT AND OTHER LIA BILITIE S
Other than the contingent liabilities as disclosed in Note 38 to the financial statements, at the date of this
report, there does not exist:

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the
financial year which secures the liabilities of any other person; or

(ii) any contingent liability of the Group and of the Company which has arisen since the end of the
financial year.

CONTI NGENT AND OTHER LIA BILITIE S (CONT’D)
No contingent or other liability of the Group and of the Company has become enforceable or is likely to
become enforceable within the period of twelve months after the end of the financial year which, in the

Page 3



opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet
their obligations when they fall due.

CHANGE OF CIR CUMSTANCE S
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or the financial statements of the Group and of the Company which would render any amount stated in
the financial statements misleading.

I TEMS OF AN UNUSU AL NATUR E
The results of the operations of the Group and of the Company during the financial year were not, in the
opinion of the directors, substantially affected by any item, transaction or event of a material and unusual
nature other than as disclosed in Note 28 to the financial statements.

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

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

TAN SRI DATO ’ IR MUH AMMAD YUSU FF BIN HAJ I MUH AMMAD YUN US
SIA KWEE MOW @ SIA HOK CHA I
SIA TEON G HEN G
MUN CHON G SHIN G @ MUN CHON G TIAN
DATO ’ LIM PHA IK GAN
DR. NORRAESA H BT HAJ I MOHA MAD
DATU K SIM PEN G CHOON
ABDU L RAH MAN BIN A.S HU KOR (ALTE RNATE TO DATU K SIM PEN G CHOON , APPOINTE D ON 5.2.2001)
IBRAH IM BIN AWAN G (ALTE RNATE TO DATU K SIM PEN G CHOON , RESIGNE D ON 3.1.2001)
YEOH HOCK THON G (RESIGNE D ON 2.4.2001)

Page 4



D IR ECTORS (CONT’D)
Pursuant to Section 129 of the Companies Act, 1965, Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji
Muhammad Yunus and Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer
themselves for re-election under the provision of Section 129(6) of the said Act to hold office until the next
Annual General Meeting of the Company.

Pursuant to Article 80 of the Articles of Association of the Company, Sia Teong Heng retires by rotation at
the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.

Pursuant to the Listing Requirements of the Kuala Lumpur Stock Exchange, Sia Kwee Mow @ Sia Hok
Chai retires at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.

D IR ECTORS’ INTER ESTS
According to the register of directors’ shareholdings, the interests of directors holding office at the end of the
financial year, in shares, TSRs, Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) and options
under the ESOS in the Company during the financial year are as follows:-

NUMBE R OF ORDIN ARY SHA RES OF RM1 EACH
AT AT
1.4.2000 BOUGH T SOLD 31.3.2001
DIRECT INTERES T
SIA KWEE MOW @ SIA HOK CHA I 3,982,400 - - 3,982,400
SIA TEON G HEN G 1,296,400 - - 1,296,400
MUN CHON G SHIN G @ MUN CHON G TIAN 17,000 - - 17,000
DATO ’ LIM PHA IK GAN 5,000 - - 5,000
DATU K SIM PEN G CHOON 10,000 - - 10,000

INDIRECT INTERES T
SIA TEON G HEN G 7,463,832 - - 7,463,832

TRAN SFERA BLE SUBSCRIPTION RIGHTS
AT AT
1.4.2000 BOUGH T SOLD 31.3.2001
DIRECT INTERES T
DR. NORRAESA H BT HAJ I MOHA MAD 4,000 - - 4,000

Page 5



D IR ECTORS’ INTER ESTS (CONT’D)
TRAN SFERA BLE SUBSCRIPTION RIGHTS
AT AT
1.4.2000 BOUGH T SOLD 31.3.2001
INDIRECT INTERES T
SIA TEON G HEN G 1,746,780 - - 1,746,780

IRRED EEMA BLE CONV ERTIBLE UNSE CURED
LOAN STOCKS
AT AT
1.4.2000 BOUGH T SOLD 31.3.2001
DIRECT INTERES T
SIA TEON G HEN G 1,432,500 - - 1,432,500
DATU K SIM PEN G CHOON 4,000 - - 4,000

INDIRECT INTERES T
SIA TEON G HEN G 89,693,206 - - 89,693,206

NUMBE R OF ORDIN ARY SHA RES OF RM1 EACH
UND ER OPTION
AT AT
1.4.2000 GRAN TED E XERCISED 31.3.2001
DIRECT INTERES T
SIA KWEE MOW @ SIA HOK CHA I - 450,000 - 450,000
SIA TEON G HEN G - 350,000 - 350,000
MUN CHON G SHIN G @ MUN CHON G TIAN - 350,000 - 350,000
YEOH HOCK THON G - 350,000 - 350,000

By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are
deemed to have interests in the shares in the subsidiary companies to the extent of the Company’s interest, in
accordance with Section 6A of the Companies Act, 1965.

None of the other directors holding office at the end of the financial year had any interests in shares, TSRs,
ICULS or options under the ESOS of the Company or its related corporations during the financial year.

Page 6



D IR ECTORS’ BENEF ITS
Since the end of the previous financial year, no director has received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by
directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by
reason of a contract made by the Company or a related corporation with the director or with a firm of which
the director is a member, or with a company in which the director has a substantial financial interest except for
any benefits which may be deemed to arise from transactions entered into in the ordinary course of business
with companies in which certain directors have substantial financial interests as disclosed in Note 36 to the
financial statements.

Neither during nor at the end of the financial year was the Company or its subsidiary companies a party to
any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of
shares in or debentures of the Company or any other body corporate except for the existing TSRs and ICULS
held by certain directors which would enable them to acquire new shares in the Company and the share
options granted pursuant to the ESOS.

S IGN IFICANT E VENT S
The significant events involving the Group and the Company during the current financial year are disclosed in
Note 40 to the financial statements.

S UBS EQUENT E VENT
The significant subsequent event of the Group and the Company is disclosed in Note 41 to the financial
statements.

Page 7



AUDI TORS
The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office.

S IGN ED I N ACCORDA NCE W IT H A RESOL UTION OF T HE D IR ECTORS

T AN S RI D ATO’ IR MUHAMMAD YUSUF F B IN
H AJI MUHAMMAD YUNUS

S IA KWEE MOW @ S IA H OK CHAI

Page 8


S TATE MENT B Y D IR ECTORS

We, Tan Sri Dato’ Ir Muhammad Yusuff Bin Haji Muhammad Yunus and Sia Kwee Mow @ Sia
Hok Chai, being two of the directors of Siah Brothers Corporation Berhad, state that, in the opinion
of the directors, the financial statements set out on pages 12 to 51 are drawn up in accordance with
applicable approved accounting standards in Malaysia so as to give a true and fair view of the state
of affairs of the Group and of the Company at 31 March 2001 and of their results and cash flows
for the financial year ended on that date.

T AN S RI D ATO ’ IR MUHAMMAD YUSUFF S IA KWEE MOW @
B IN H AJI MUHAMMAD YUNUS S IA H OK CHAI

S TATUTORY D ECLARATION

I, Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), being the director primarily responsible
for the financial management of Siah Brothers Corporation Berhad, do solemnly and sincerely
declare that the financial statements set out on pages 12 to 51 are, to the best of my knowledge and
belief, correct, and I make this solemn declaration conscientiously believing the same to be true and
by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by
Sia Kwee Mow @ Sia Hok Chai,
I/C No. 3290819 (B),
at Kuala Lumpur in the Federal Territory
on this

S IA KWEE MOW @
S IA H OK CHAI
Before me

Page 9

R EPOR T OF T HE AUDI TORS T O T HE MEMBER S OF

We have audited the financial statements set out on pages 12 to 51. The preparation of the financial
statements is the responsibility of the Company’s directors. Our responsibility is to express an
opinion on the financial statements based on our audit.

We conducted our audit in accordance with approved standards on auditing in Malaysia. These
standards require that we plan and perform the audit to obtain reasonable assurance that the financial
statements are free of material misstatement. Our audit included examining, on a test basis,
evidence relevant to the amounts and disclosures in the financial statements. Our audit also included
an assessment of the accounting principles used and significant estimates made by the directors as
well as evaluating the overall adequacy of the presentation of information in the financial statements.
We believe our audit provides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements are properly drawn up in accordance with the provisions of the
Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to
give a true and fair view of:-

(i) the state of affairs of the Group and of the Company at 31 March 2001 and their
results and cash flows for the financial year ended on that date; and

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

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

We have considered the financial statements and the auditors’ reports thereon of the subsidiary
companies for which we have not acted as auditors, as indicated in Note 5 to the financial
statements.

Page 10

R EPOR T OF T HE AUDI TORS T O T HE MEMBER S OF
SIAH BROTHERS CORPORATION BERHAD (CONT ’D)

We are satisfied that the financial statements of the subsidiary companies that have been
consolidated with the Company’s financial statements are in form and content appropriate and
proper for the purposes of the preparation of the consolidated financial statements and we have
received satisfactory information and explanations required by us for those purposes.

The audit reports on the financial statements of the subsidiary companies were not subject to any
qualification and did not include any comments made under Section 174 (3) of the said Act.

H ORWATH MOK & POON ONN KIE N H OE
Firm No: AF 0995 Approval No: 1772/11/02 (J)
Public Accountants Partner of Firm

Kuala Lumpur

Page 11


B ALAN CE S HEET S AT 31 MARCH 2001

THE GROUP THE COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
ASSETS
Investment in subsidiary companies 5 - - 167,370,110 173,370,110
Interest in associate companies 6 117,533,764 104,715,489 10,440,450 8,040,450
Property, plant and equipment 7 12,723,305 31,271,271 102,240 155,302
Investment properties 8 16,987,903 17,869,093 - -
Other assets 9 664,585 264,799 - -
Goodwill on consolidation 10 10,245,527 7,511,884 - -
Intangible assets 11 - 740,781 - -

158,155,084 162,373,317 177,912,800 181,565,862

CURRENT ASSETS
Inventories 12 9,740,311 16,785,581 - -
Property development in progress 13 25,755,399 26,915,382 - -
Debtors 14 103,665,479 94,550,891 44,797,149 20,313,044
Amounts owing by subsidiary companies 15 - - 16,170,926 21,022,577
Amounts owing by associate companies 16 5,644,198 6,791,231 101,383 27,883
Short term deposits with a licensed bank 150,000 3,272,665 - -
Cash and bank balances 1,136,617 1,563,932 79,070 81,157

146,092,004 149,879,682 61,148,528 41,444,661

LESS: CURRENT LIABILITIES
Amount owing to contract customers 17 603,824 1,665,665 - -
Creditors 18 34,864,221 48,705,990 421,539 5,075,818
Amount owing to a director 19 2,918,800 2,918,800 2,918,800 2,918,800
Proposed dividend 545,065 545,065 545,065 545,065
Dividend payable 270,587 246,864 270,587 246,864
Short term borrowings 20 48,543,794 39,403,957 14,462,435 13,223,181

87,746,291 93,486,341 18,618,426 22,009,728

NET CURRENT ASSETS 58,345,713 56,393,341 42,530,102 19,434,933

216,500,797 218,766,658 220,442,902 201,000,795

FINANCED BY:-

SHARE CAPITAL 21 57,301,943 57,301,943 57,301,943 57,301,943
RESERVES 22 43,087,162 42,831,879 47,540,959 28,098,852

SHAREHOLDERS’ EQUITY 100,389,105 100,133,822 104,842,902 85,400,795
IRREDEEMABLE CONVERTIBLE
UNSECURED LOAN STOCKS 23 115,600,000 115,600,000 115,600,000 115,600,000
DEFERRED LIABILITIES 24 511,692 3,032,836 - -

216,500,797 218,766,658 220,442,902 201,000,795

NET TANGIBLE ASSETS PER SHARE 25 165 Sen 168 Sen


The annexed notes form an integral part of these financial statements. Page 12


I NCOME S TATE MENTS
F OR T HE F IN ANCIAL YEAR E NDED 31 MARCH 2001

2001 2000 2001 2000
NOTE RM RM RM RM

TURNOVER 26 92,411,289 114,707,092 9,946,518 11,548,616

COST OF SALES (81,341,010) (97,786,539) - -

GROSS PROFIT 11,070,279 16,920,553 9,946,518 11,548,616

OTHER OPERATING INCOME 1,683,032 2,414,798 204 25,124

ADMINISTRATIVE AND OTHER
OPERATING EXPENSES (15,245,542) (10,834,433) (3,881,801) (1,386,298)

(LOSS)/PROFIT FROM OPERATIONS (2,492,231) 8,500,918 6,064,921 10,187,442

FINANCIAL EXPENSES (9,597,215) (9,698,411) (8,641,329) (8,685,386)

SHARE OF PROFIT OF
ASSOCIATE COMPANIES 2,781,304 3,759,401 - -

(LOSS)/PROFIT BEFORE TAXATION
AND EXCEPTIONAL ITEM 27 (9,308,142) 2,561,908 (2,576,408) 1,502,056
EXCEPTIONAL ITEM 28 10,729,328 (6,508) 23,475,000 -

PROFIT BEFORE TAXATION 1,421,186 2,555,400 20,898,592 1,502,056

TAXATION 29 (350,251) 1,173,757 (640,833) (508,000)

PROFIT AFTER TAXATION 1,070,935 3,729,157 20,257,759 994,056

Earnings per share (sen) - basic 30 1.6 6.9
- diluted 30 N/A 6.5



S TATE MENTS OF CHANGES I N E QUI TY

NOTE S H AR E S H AR E R ETA IN ED C A PI TA L
C A PI TA L P R EMI UM P R OFITS R ESER VE TO TA L
TH E GR OU P RM RM RM RM RM

Balance at 1.4.1999 50,468,943 21,507,027 15,588,132 2,999,998 90,564,100
Allotment of 5.5% Irredeemable
Cumulative Convertible Preference
Shares (“ICCPS”) 6,833,000 - - - 6,833,000
Write-off of expense incurred for
the issuance of ICCPS and Transferable
Subscription Rights (“TSRs”) - (200,506) - - (200,506)
Profit after taxation
for the financial year - - 3,729,157 - 3,729,157
Dividends 31 - - (791,929) - (791,929)

Balance at 31.3.2000/1.4.2000 57,301,943 21,306,521 18,525,360 2,999,998 100,133,822
Dividends 31 - - (815,652) - (815,652)
Realisation on disposal of a
subsidiary company - - 1,799,999 (1,799,999) -

Balance at 31.3.2001 57,301,943 21,306,521 20,580,642 1,199,999 100,389,105

THE C OM PA NY

Balance at 1.4.1999 50,468,943 21,507,027 6,590,204 - 78,566,174
Allotment of 5.5% ICCPS 6,833,000 - - - 6,833,000
Write-off of expense incurred for
the issuance of ICCPS and TSRs - (200,506) - - (200,506)
for the financial year - - 994,056 - 994,056
Dividends 31 - - (791,929) - (791,929)

Balance at 31.3.2000/1.4.2000 57,301,943 21,306,521 6,792,331 - 85,400,795
Dividends 31 - - (815,652) - (815,652)

Balance at 31.3.2001 57,301,943 21,306,521 26,234,438 - 104,842,902

The retained profits of the Group are attributable to/(absorbed by):-
2001 2000
RM RM

The Company 26,234,438 6,792,331
Subsidiary companies (20,808,795) 6,996,305
Associate companies 15,154,999 4,736,724

20,580,642 18,525,360



CASH F LOW S TATE MENTS

2001 2000 2001 2000
NOTE RM RM RM RM

CASH FLOWS FOR OPERATING
ACTIVITIES
(Loss)/Profit before taxation and before
exceptional item (9,308,142) 2,561,908 (2,576,408) 1,502,056
Exceptional item 10,729,328 (6,508) 23,475,000 -

Profit before taxation 1,421,186 2,555,400 20,898,592 1,502,056

Adjustments for:-
Amortisation of deferred expenses 47,710 51,818 - -
Bad debts written off 335,590 - 327,763 -
Deferred expenses written off 42,696 126,221 - -
Depreciation and amortisation of property,
plant and equipment 2,723,640 3,161,054 56,617 143,327
Deposit written off 150,000 - 150,000 -
Exceptional (gain)/loss on disposal of
a subsidiary company (10,729,328) 6,508 (23,475,000) -
Interest expense 9,396,503 9,446,836 8,460,745 8,513,140
Preliminary expenses written off 19,645 - - -
Pre-operating expenses written off 68,866 - - -
Provision for doubtful debts 6,872,514 998,000 2,352,737 -
Trademark written off 436,375 - - -
Dividend income - (135) (8,944,445) (10,027,776)
Interest income (318,667) (1,470,881) (708,073) (1,226,840)
Gain on disposal of property, plant
and equipment (170,656) (340,412) 2,899 (25,124)
Gain on disposal of investment properties (766,749) - - -
Share of profit in associate companies (2,781,304) (3,759,401) - -

Operating profit/(loss) before working
capital changes 6,748,021 10,775,008 (878,165) (1,121,217)
Decrease/(Increase) in inventories 1,461,305 (387,310) - -
Decrease in property development-in-progress 1,818,074 3,648,129 - -
(Increase)/Decrease in trade and other debtors 5,654,195 12,859,888 (2,069,605) (2,299,137)
(Decrease)/Increase in trade and other creditors (12,322,200) (16,841,837) (4,654,279) 2,623,178
(Decrease)/Increase in amount owing
to contract customers (695,114) 633,338 - -
Increase in deferred expenditure (47,712) (245,262) - -

CASH FROM/(FOR) OPERATIONS 2,616,569 10,441,954 (7,602,049) (797,176)
Interest paid (10,421,321) (9,857,985) (8,460,745) (8,513,140)
Taxes paid (3,941,393) (2,616,474) (640,833) (508,000)
Interest received 318,667 1,470,881 708,073 1,226,840

NET CASH FOR OPERATING ACTIVITIES
CARRIED FORWARD (11,427,478) (561,624) (15,995,554) (8,591,476)




2001 2000 2001 2000
NOTE RM RM RM RM

NET CASH FOR OPERATING
ACTIVITIES BROUGHT FORWARD (11,427,478) (561,624) (15,995,554) (8,591,476)

CASH FLOWS (FOR)/FROM INVESTING
ACTIVITIES
Advances to subsidiary companies - - - (21,540,067)
Dividend income from quoted investment - 135 - -
Dividends received from subsidiary companies - - 10,774,445 9,727,776
Net cash (outflow)/inflow on disposal
of subsidiary company 32 (2,192,116) 460,325 - -
Reduction of cost of investment through
transfer of properties - - - 13,510,000
Purchase of property, plant and equipment 33 (1,184,381) (1,007,695) (9,654) (15,868)
Proceeds from disposal of property, plant
and equipment 292,999 419,001 3,200 25,125
Proceeds from disposal of investment properties 1,647,939 - - -

NET CASH (FOR)/FROM INVESTING
ACTIVITIES (1,435,559) (128,234) 10,767,991 1,706,966

CASH FLOWS (FOR)/FROM
FINANCING ACTIVITIES
Repayment by/(Advance to) associate
companies 1,147,033 (2,981,693) (73,500) (150)
Repayment by subsidiary companies - - 4,851,651 -
Dividend paid to minority shareholders - (230,000) - -
Dividend paid to shareholders of the Company (545,065) (363,376) (545,065) (363,376)
Expenses incurred on issuance
of ICCPS and TSRs - (200,506) - (200,506)
Proceeds from issuance of ICCPS - 6,833,000 - 6,833,000
Dividend paid to holder of ICCPS (246,864) - (246,864) -
(Repayment)/Drawdown of revolving credit (407,181) 1,450,000 - -
Repayment of term loans (354,424) (327,694) - -
Repayment to hire purchase creditors (44,721) (186,896) - -

NET CASH (FOR)/FROM FINANCING
ACTIVITIES (451,222) 3,992,835 3,986,222 6,268,968

NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS (13,314,259) 3,302,977 (1,241,341) (615,542)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF FINANCIAL YEAR (12,436,882) (15,739,859) (6,142,024) (5,526,482)

CASH AND CASH EQUIVALENTS AT
END OF FINANCIAL YEAR 34 (25,751,141) (12,436,882) (7,383,365) (6,142,024)




1. GENER AL I NFORMAT ION
The Company is incorporated as a public company limited by shares under the Malaysian
Companies Act, 1965. The domicile of the Company is Malaysia. The registered office and
principal place of business is as follows:-

Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur.

2. P RI NCIPA L ACTI VITIES
The Company is principally engaged in the business of investment holding and the provision
of management and administrative services to the subsidiary companies. The principal
activities of the subsidiary companies are disclosed in Note 5 to the financial statements. There
have been no significant changes in the nature of these activities during the financial year.

3. B ASI S OF ACCOUNT ING
The financial statements are prepared under the historical cost convention and in compliance
with applicable approved accounting standards.

4. S IGN IFICANT ACCOUNT ING P OLI CIES
(a) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the
Company and all its subsidiary companies made up to 31 March 2001. The subsidiary
companies are consolidated using the acquisition method. The results of subsidiary
companies acquired or disposed of during the financial year are dealt with in the
consolidated income statement from the effective dates of acquisition or disposal. All
significant intragroup transactions, balances and unrealised profits are eliminated on
consolidation.

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



NOTES T O T HE F IN ANCIAL S TATE MENTS

4. S IGN IFICANT ACCOUNT ING P OLI CIES (CONT’D)
(a) Basis of Consolidation (Cont’d)

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

(b) Property, Plant and Equipment

Freehold land is stated at cost and is not depreciated. Other property, plant and
equipment are stated at cost less accumulated depreciation.

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

Long leasehold land and buildings Over 99 years
Factory2% - 3%
Plant and machinery, construction machinery and
equipment 5% - 20%
Formwork, scaffoldings and containers 10% - 25%
Factory equipment, moulds and dies 10% - 16%
Office equipment, computers, furniture and fittings,
tools and fittings 5% - 20%
Motor vehicles 20%

(c) Associate Companies
The investment in associates in the consolidated financial statements are accounted for
under the equity method, based on the financial statements of the associates made up to
the 31 March 2001.

The Group’s share of results of associates is included in the consolidated income
statement and the Group’s share of post acquisition retained profits and reserves is
added to the cost of investment in the consolidated balance sheet.
The investment in associates in the financial statements of the Company is carried at
cost.

Page 18



(d) Investments

Investments other than associate companies are held on a long term basis and are stated
at cost. Provision for diminution in the value is only made if the directors are of the
opinion that the diminution is permanent.

(e) Investment Properties

Investment properties are held as long term investments to generate income and for
capital gain, and are stated at cost. These properties are not depreciated.

(f) Inventories

Inventories are stated at the lower of cost and net realisable value. For manufactured
goods, cost is determined on the weighted average basis and includes the cost of
materials and incidentals incurred in bringing the inventories to their present location
and condition. For finished goods and work-in-progress, cost includes direct labour
and appropriate production overheads.

(g) Debtors

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

(h) Properties Development-In-Progress

Properties development-in-progress comprises land and related development
expenditure incurred plus attributable profits less progress billings and foreseeable
losses, if any.

Land is stated at cost. Development expenditure comprises construction and other
related development costs and administrative overheads relating to the property
development. Interest costs on borrowings taken to finance the relevant development
projects are included in the development expenditure from commencement to the
completion of the development projects.

Page 19



(h) Properties Development-In-Progress (Cont’d)
Attributable profits are determined based on the percentage of completion method, on
sold properties.

(i) Amount Owing To Contract Customers
Amount owing to contract customers is stated at cost plus profits attributable to
contracts in progress less progress billings and provision for foreseeable losses, if any.
Cost includes direct materials, labour and applicable overheads

(j) Interest Capitalisation

Interest incurred on borrowings specifically taken to finance the development of
properties is capitalised until it is ready for its intended use, after which such expense is
charged to the income statement.

(k) Deferred Taxation

Deferred taxation is provided using the liability method on all material timing
differences except where no liability is expected to arise in the foreseeable future.
Deferred tax benefit is only recognised when there is reasonable expectation of
realisation in the foreseeable future.

(l) Foreign Currencies

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

Page 20




(m) Income Recognition

(i) Construction Contracts

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

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

(ii) Property development

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

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

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

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

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

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

(iii) Interest income and dividend income are recognised on an accrual basis.

Page 21




(n) Intangible Assets

(i) Preliminary and pre-operating expenses

Incorporation expenses incurred are shown as preliminary expenses while
expenses incurred subsequent to the date of incorporation but before the
commencement of operations are shown as pre-operating expenses. Both
preliminary and pre-operating expenses are written off to the income statement
as and when they are incurred.

(ii) Deferred expenses

Deferred expenses comprise expenditure incurred on certain plant and
machinery to extend their useful lives. The deferred expenses are amortised on
a straight line basis over a period of two years.

(iii) Trademark

This represents the agreed cost of a trademark for the use on certain products of
the Group. Amortisation is based on annual production against expected total
capacity. Trademark is written off when it is no longer expected to generate
income in the foreseeable future.

(o) Cash and Cash Equivalents

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

5. I NVES TMENT I N S UBS IDI ARY COMPANI ES
THE COMPANY
2001 2000
RM RM

Unquoted shares, at cost 167,370,110 173,370,110

Page 22



5. I NVES TMENT I N S UBS IDI ARY COMPANI ES (CONT’D)
Details of the subsidiary companies, which are all incorporated in Malaysia, are as follows:-

Name of Company Effective Equity Interest Principal
2001 2000 Activities
% %

Syarikat Siah Brothers 100 100 General building
Trading Sendirian Berhad contractor and
investment holding

Syarikat Siah Brothers 100 100 Building and civil
Construction Sdn. Bhd. engineering works

Siah Brothers Enterprise 100 100 Building contractor
Sdn. Bhd. *

Siah Brothers Industries 100 100 Investment holding
Sdn. Bhd. *

Siah Brothers Land 100 100 Investment holding
Sdn. Bhd.

Siah Brothers Project 100 100 Provision of
Management Sdn. Bhd.* management
services

Siah Brothers Properties 100 100 Investment holding
Sdn. Bhd.*

Mixwell (Malaysia) 100 100 Project management
Sdn. Bhd. and property
development

Siah Brothers Development 100 100 Proposed property
Sdn. Bhd. * development

Page 23



% %

Sinaran Naga Sdn. Bhd. 100 100 Property development

Tiara Development 100 100 Proposed property
Sdn. Bhd.* development

SBC Homes Sdn. Bhd.* 100 100 Proposed property
development

Lifeplus – Siah Brothers Trading 100 100 Project management
JV Sdn. Bhd. and its related
(formerly known as SBC Civil & technical services
Structural Sdn. Bhd.)

Seri Ampangan Realty 100 100 Property development
Sdn. Bhd.

SBC Leisure Sdn. Bhd.* 100100Property development

SBC Towers Sdn. Bhd.* 100100Property development

Aureate Construction 100100Property investment
Sdn. Bhd.*

Winsome Ventures 100100Intended property
Sdn. Bhd. management

Masahmura Sdn. Bhd.* 51 51 Manufacturing of
material handling
equipment and
metal frames

Masahmura Sales & 51 51 Trading of light
Service Sdn. Bhd. industrial handling
equipment and
metal frames

Page 24



% %

Paling Industries Sdn. Bhd.* -# 100 Manufacturing of
plastic building
materials

Liga Canggih Sdn. Bhd.* - ## 100 Dormant

* Not audited by Horwath Mok & Poon.

# During the financial year, the Company disposed of 60% of its equity interest in Paling
Industries Sdn. Bhd. (“Paling”) thereby resulting in Paling becoming an associate
company. Further details of the divestment are disclosed in Note 40 (c) to the financial
statements.

## Held by Paling.

6. I NTER EST I N ASS OCIATE COMPANI ES
2001 2000 2001 2000
RM RM RM RM

Unquoted shares, at cost 10,760,451 8,360,451 10,440,450 8,040,450
Unquoted shares at Group cost (Note a) 91,618,314 91,618,314 - -
Share of post acquisition reserves 15,154,999 4,736,724 - -

117,533,764 104,715,489 10,440,450 8,040,450

THE GROUP
2001 2000
RM RM
The interest in associate companies comprises:-

Group’s share of net tangible assets 71,517,794 58,699,519
Group’s share of intangible assets 63,967 63,967
Revaluation of Group cost
(net of deferred taxation) (Note b) 45,952,003 45,952,003

117,533,764 104,715,489

Page 25



6. I NTER EST I N ASS OCIATE COMPANI ES (CONT’D)
(a) Unquoted shares at Group cost
THE GROUP
2001 2000
RM RM

At 1 April 2000/1999 91,618,314 119,580,739
Reduction through transfer of land - (13,510,000)
Reduction through transfer of
equity interest in Mixwell - (14,452,425)

91,618,314 91,618,314

(b) Revaluation of Group cost

At 1 April 2000/1999 45,952,003 73,914,428
Reduction to Group cost arising from the
settlement of the short fall in the profit
guarantee by the main vendor and a
guarantor for the purchase of Mixwell
by the Company by way of:-
- transfer of land - (13,510,000)
- transfer of equity interest in Mixwell - (14,452,425)

45,952,003 45,952,003

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

Effective Equity Principal
Name of Company Interest Activities
2001 2000
% %

Ligamas Sdn. Bhd.* 50.0 50.0 Property development

Varich Industries 50.0 50.0 Proposed quarrying
Sdn. Bhd.#

Page 26



6. I NTER EST I N ASS OCIATE COMPANI ES (CONT’D)
Effective Equity Principal
Name of Company Interest Activities
2001 2000
% %

Sri Berjaya Development 33.3 33.3 Investment and
Sdn. Bhd.# development of
landed properties

Sri Rawang Properties 22.2 22.2 Investment in properties
Sdn. Bhd.# and rubber estates

South East Best 20.0 20.0 Property development
Sdn. Bhd.*

Paling Industries Sdn. Bhd.* 40.0 - Manufacturing of
plastic building
materials

* Share of results of these associate companies are based on the latest available unaudited
management financial statements made up to 31 March 2001.

# The results of these associate companies have not been equity accounted as the amounts
involved are insignificant.

Page 27


NOTES T O T HE F IN ANCIAL S TATEMENTS
7. P ROPE RTY, PLANT AND E QUI PMENT
OF FI CE
P LANT EQUIPMENT,
AND C OMPUTERS,
MACHINER Y, F URNITURE
LEASEHOLD C ONSTRUCTION F ORMWORK, F ACTORY AND
LAND MACHINER Y S C AFFOLDING EQUIPMENT, F ITTINGS,
AND F R EEHOLD F ACTORY AND AND MOULDS TOOLS AND MOTOR
B UILDINGS LAND B UILDING EQUIPMENT C ONTAI NERS AND DIES F ITTINGS VEHI CLES TOTAL
THE GR OUP RM RM RM RM RM RM RM RM RM

At C OST
At 1.4.2000 9,490,418 6,114,092 6,040,013 22,224,158 4,316,916 9,494,035 4,283,975 1,879,422 63,843,029
Additions 126,792 - - 477,067 - 418,627 83,749 423,949 1,530,184
Disposals - - (13,300) - (14,900) (16,984) (369,290) (414,474)
Disposal of a
subsidiary company (4,479,501) - (6,040,013) (18,034,086) - (9,897,762) (746,412) (192,099) (39,389,873)

At 31.3.2001 5,137,709 6,114,092 - 4,653,839 4,316,916 - 3,604,328 1,741,982 25,568,866

AC CUMULATED
DEPRECIATION
At 1.4.2000 455,593 - 1,063,150 15,101,048 4,260,665 7,046,362 2,979,846 1,665,094 32,571,758
Charge for the
financial year 53,783 - 147,293 1,487,954 27,869 568,056 292,791 145,894 2,723,640
Disposals - - - (12,035) - (14,900) (9,870) (255,326) (292,131)
Disposal of a
subsidiary company (509,376) - (1,210,443) (12,025,608) - (7,599,518) (624,462) (188,299) (22,157,706)

At 31.3.2001 - - - 4,551,359 4,288,534 - 2,638,305 1,367,363 12,845,561

Page 28


NOTES T O T HE F IN ANCIAL S TATEMENTS
7. P ROPE RTY, PLANT AND E QUI PMENT (CONT’D)
OF FI CE
P LANT EQUIPMENT,
AND C OMPUTERS,
MACHINER Y, F URNITURE
LEASEHOLD C ONSTRUCTION F ORMWORK, F ACTORY AND
LAND MACHINER Y S C AFFOLDING EQUIPMENT, F ITTINGS,
AND F R EEHOLD F ACTORY AND AND MOULDS TOOLS AND MOTOR
B UILDINGS LAND B UILDING EQUIPMENT C ONTAI NERS AND DIES F ITTINGS VEHI CLES TOTAL
THE GR OUP RM RM RM RM RM RM RM RM RM

NET BOOK VALUE AT
- 31.3.2001 5,137,709 6,114,092 - 102,480 28,382 - 966,023 374,619 12,723,305
- 31.3.2000 9,034,825 6,114,092 4,976,863 7,123,110 56,251 2,447,673 1,304,129 214,328 31,271,271

Depreciation charge
for the financial year
ended 31.3.2000 53,783 - 147,293 1,698,717 144,471 532,837 321,652 262,301 3,161,054

Page 29



7. P ROPE RTY, PLANT AND E QUI PMENT (CONT’D)
OF FI CE EQ UIPMENT,
C O MPU TER S,
F U RN ITUR E
TH E CO MPA NY MO TO R VEHI CLES AN D F ITTIN GS TO TA L
RM RM RM
C O ST
At 1.4.2000 516,550 357,947 874,497
Additions - 9,654 9,654
Disposals - (12,200) (12,200)

At 31.3.2001 516,550 355,401 871,951

AC CU MULATED DEPR ECIA TION
At 1.4.2000 488,168 231,027 719,195
Charge for the financial year 18,920 37,697 56,617
Disposal - (6,101) (6,101)

At 31.3.2001 507,088 262,623 769,711

NET BO OK VA LU E AT
- 31.3.2001 9,462 92,778 102,240
- 31.3.2000 28,382 126,920 155,302

Depreciation charge for the
financial year ended 31.3.2000 102,753 40,574 143,327

The fixed assets of the Group acquired under hire purchase terms were carried at net book
value of RM339,159 (2000 - Nil) at the balance sheet date.

Page 30



8. I NVES TMENT P ROPE RTIES
THE GROUP
2001 2000
RM RM

Freehold land and buildings 16,987,903 17,869,093

Freehold land and building of a subsidiary company costing RM2,792,736 (2000 -
RM3,544,227) is charged to a bank for a term loan facility granted to the subsidiary company.

Based on a valuation exercise carried out on 27 March 2000 by an independent professional
valuer, the market value of the investment properties of the Group amounts to approximately
RM17.2 million (2000 - RM19.2 million).

9. OTHER ASS ETS
THE GROUP
2001 2000
RM RM

Other assets 472,285 116,067

Other investments
Quoted shares in Malaysia, at cost 12,300 12,300
Unquoted shares, at cost 180,000 180,000
Joint ventures
- Investment - 839,020
- Advances - 3,280,534
- Share of loss - (4,163,122)

192,300 148,732

664,585 264,799

Market value of quoted shares 6,390 36,225

Other assets are retention monies relating to amounts which are due and receivable after twelve
months from the balance sheet date upon expiry of the warranty period of the relevant
contracts.

Page 31



10. GOODWIL L
THE GROUP
2001 2000
RM RM

At 1 April 2000/1999 7,511,884 7,511,884
Reduction in negative goodwill arising from
the divestment of equity interest in a subsidiary
company 2,733,643 -

At 31 March 10,245,527 7,511,884

11. I NTAN GIBLE ASS ETS
THE GROUP
2001 2000
RM RM

Preliminary expenses - 19,645
Pre-operating expenses - 68,866
Trademark - 436,375
Deferred expenses - 215,895

- 740,781

Page 32



12. I NVEN TORIES
THE GROUP
2001 2000
RM RM
Unsold completed properties 9,740,311 9,616,166
Manufacturing inventories
- Raw materials - 3,598,826
- Finished goods - 3,508,356
- Packing materials - 22,658
- Work-in-progress - 39,575
- 7,169,415

9,740,311 16,785,581

13. P ROPE RTY D EVEL OPMENT-I N-P ROGRES S
THE GROUP
2001 2000
RM RM

Freehold land, at cost 14,553,404 14,989,258
Leasehold land, at cost 801,805 1,003,272
Development expenditure 29,385,833 31,608,834

44,741,042 47,601,364
Attributable profits 3,526,038 2,547,854

48,267,080 50,149,218
Progress billings (22,511,681) (23,233,836)
25,755,399 26,915,382

Included in development expenditure is interest cost capitalised during the financial year
amounting to RM658,091 (2000 – RM347,064).

Page 33



14. D EBT ORS
2001 2000 2001 2000
RM RM RM RM

Trade debtors 59,398,219 74,568,501 - -
Retention receivable 8,309,049 10,049,355 - -

Total trade debtors 67,707,268 84,617,856 - -
Provision for doubtful debts (4,719,543) (1,827,718) - -

62,987,725 82,790,138 - -

Other debtors, deposits and
prepayments 38,206,823 11,301,415 35,203,151 8,399,921
Provision for doubtful debts (2,352,737) - (2,352,737) -

35,854,086 11,301,415 32,850,414 8,399,921

Dividend receivable - - 2,970,000 4,800,000
Tax recoverable 4,823,668 459,338 8,976,735 7,113,123

103,665,479 94,550,891 44,797,149 20,313,044

Included in trade debtors is an amount of RM37,788,454 (2000 – RM42,459,597) owing by
Smart Home Sdn. Bhd., a company in which a director has substantial financial interest, of
which RM20,173,275 (2000 – RM20,308,305) represents payments made to sub-contractors
on behalf of the same to expedite the construction of a special low cost housing project.

Included in other debtors, deposits and prepayments is an amount of RM27,075,000 (2000 –
Nil), being the consideration receivable for the disposal of equity interest of a subsidiary
company. The consideration was received by the Company subsequent to the balance sheet
date.

Page 34



15. AMOUNTS OWING B Y S UBS IDI ARY COMPANI ES
THE COMPANY
2001 2000
RM RM
Amounts owing by/(to)
- Interest bearing (10,644,148) (6,757,475)
- Interest free 26,815,074 27,780,052

16,170,926 21,022,577

The above amounts owing are unsecured and not subject to fixed terms of repayment. The
interest bearing amounts are subject to interest at rates ranging from 7% to 9.3% (2000 - 5.0%
to 11.0%) per annum.

16. AMOUNTS OWING B Y ASS OCIATE COMPANI ES
The amounts owing are unsecured, interest free and not subject to fixed terms of repayment.

17. AMOUNT OWING T O CONTRA CT CUST OME RS
THE GROUP
2001 2000
RM RM

Contract costs incurred to date 196,456,210 158,488,569
Attributable profits 16,974,608 14,635,876

213,430,818 173,124,445
Progress billings (214,034,642) (174,790,110)
Amount owing to contract customers (603,824) (1,665,665)

Included in cost incurred on contract works is interest cost capitalised during the financial year
of RM366,727 (2000 - RM64,085).

Page 35



18. CREDI TORS
2001 2000 2001 2000
RM RM RM RM

Trade creditors 16,586,849 28,578,409 - -
Retention payable 9,616,610 10,112,112 - -

Total trade creditors 26,203,459 38,690,521 - -

Other creditors and accruals 8,581,602 10,015,469 421,539 5,075,818
Hire purchase creditors (Note 24b) 79,160 - - -

34,864,221 48,705,990 421,539 5,075,818

Included in other creditors and accruals of the Group is an advance payment of RM1,770,000
(2000 – Nil) received from contract customers.

19. AMOUNT OWING T O A DIR ECTOR
The amount owing is unsecured, bears interest at 5.5% (2000 – 5.5%) per annum and not
subject to fixed terms of repayment.

20. S HORT T ERM B ORROWI NGS
2001 2000 2001 2000
RM RM RM RM

Current portion of term loans
- secured (Note 24a) 111,636 286,078 - -
Revolving credits - secured 14,394,400 14,844,400 - -
- unsecured 7,000,000 7,000,000 7,000,000 7,000,000
Bank overdrafts - secured - 412,477 - -
- unsecured 27,037,758 16,861,002 7,462,435 6,223,181

48,543,794 39,403,957 14,462,435 13,223,181

The revolving credits and bank overdrafts bear interest at rates ranging from 7% to 9.3% (2000
– 5% to 10.45%) per annum.

Page 36



20. S HORT T ERM B ORROWI NGS (CONT’D)
The secured portion of revolving credits and bank overdrafts of the Group are secured by way
of a corporate guarantee by the Company, supported by negative pledge over certain landed
properties of the Group.

21. S HARE CAPI TAL THE COMPANY
2001 2000
RM RM
AUTH ORISED
Ordinary shares of RM1 each
At 1 April 2000/1999 193,167,000 200,000,000
Cancelled during the financial year - (6,833,000)

At 31 March 193,167,000 193,167,000

5.5% ICCPS of RM1 each
At 1 April 2000/1999 6,833,000 -
Created during the financial year - 6,833,000

At 31 March 6,833,000 6,833,000

Total authorised share capital 200,000,000 200,000,000

ISSUED AND FUL LY PAID -UP
Ordinary shares of RM1 each
At 1 April/31 March 50,468,943 50,468,943

5.5% ICCPS of RM1 each
At 1 April 2000/1999 6,833,000 -
Allotted during the financial year - 6,833,000
At 31 March 6,833,000 6,833,000

Total issued and fully paid-up share capital 57,301,943 57,301,943

Page 37



21. S HARE CAPI TAL (CONT’D)
The main terms of the 5.5% ICCPS are as follows:-
(a) Entitlement to receive a fixed cumulative preferential dividend of 5.5% per annum
payable annually in arrears.
(b) The ICCPS shall mature after five (5) years from the date of issue of 5 May 1999 and
will be automatically converted into ordinary shares of the Company on the maturity
date of 4 May 2004.
(c) The holders have the option to convert all ICCPS into ordinary shares at any time after
the date of issue until the maturity date. The ICCPS are not redeemable for cash.
(d) The conversion price into ordinary shares is fixed at RM1.00 per share.
(e) The ICCPS shall rank in priority to the ordinary shares of the Company in respect of
return of capital on liquidation or otherwise for the par value of the ICCPS plus any
arrears in dividend, provided that there shall be no further right to participate in the
surplus assets or profits of the Company.
(f) There are no voting rights other than the rights to vote at meetings convened for the
purpose of reducing the capital, or winding up, or sanctioning a sale of undertaking, or
where the proposition directly affects the rights and privileges of the holders of the
ICCPS.

22. R ESE RVES
2001 2000 2001 2000
RM RM RM RM

Share premium reserve (Note a) 21,306,521 21,306,521 21,306,521 21,306,521
Capital reserve (Note b) 1,199,999 2,999,998 - -
Retained profits (Note c) 20,580,642 18,525,360 26,234,438 6,792,331

43,087,162 42,831,879 47,540,959 28,098,852

Page 38



22. R ESE RVES (CONT’D)
(a) The share premium reserve is not available for distribution by way of dividends.
(b) The capital reserve arises from a bonus issue of ordinary shares on 21 August 1992 by
a former subsidiary company, and is not available for distribution by way of dividends.
(c) Based on estimated Section 108 tax credit and subject to agreement with the tax
authorities, the retained profits of the Company are wholly distributable by way of
dividends without the Company incurring any additional tax liabilities.

23. I RRED EEMABLE CONVER TIBL E UNSE CURED LOAN S TOCKS
The 5% Irredeemable Convertible Unsecured Loan Stocks 1997/2002 (“ICULS”) of
RM115,600,000 were issued on 28 March 1997.

The principal terms of the ICULS, as constituted by a Trust Deed dated 28 March 1997, are
as follows:-

(a) The ICULS are not redeemable for cash. They are convertible into ordinary shares of
RM1 each of the Company at anytime from the date of issue on 28 March 1997 to
the maturity date of 28 March 2002. Any outstanding ICULS will be mandatorily
converted by the Company at the prevailing conversion price on the maturity date.

(b) The conversion price for the ICULS was set at RM4.60 for one ordinary share of
RM1 each of the Company. This is subject to adjustments under the terms set out in
the Trust Deed.
(c) There are two conversion methods:-
(i) by surrendering the ICULS with an aggregate nominal value of at least
equivalent to the conversion price; or
(ii) by tendering the ICULS at nominal value towards satisfying a sum equal to
the largest integral multiple of RM1.00 comprised in the conversion price
and by paying the balance of the conversion price in cash.
(d) The ICULS carry a coupon rate of 5.0% per annum payable annually in arrears.

Page 39

SBC Corporation Berhad: Annual Audited Accounts 2001

SBC Corporation Berhad: Annual Audited Accounts 2001

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SBC Corporation Berhad: Annual Audited Accounts 2001