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SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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NOTICE IS HEREBY GIVEN that the Tenth Annual General Meeting of Siah Brothers Corporation Berhad
will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on
Friday, 22 September, 2000 at 11.00 a.m. to transact the following business :-
AGENDA
1. To receive and adopt the Directors’ Report and the Audited Accounts (Resolution 1)
for the year ended 31 March, 2000 together with the Auditors’ Report thereon.
2. To declare a first and final dividend of 1.5% less 28% income tax for (Resolution 2)
the year ended 31 March, 2000.
3. To approve the payment of Directors’ fees. (Resolution 3)
4. To re-appoint the following Directors pursuant to Section 129(6) of
the Companies Act, 1965 -
a. YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus (Resolution 4)
b. YBhg. Dato’ Lim Phaik Gan (Resolution 5)
5. To re-elect the following Directors retiring by rotation in accordance
with Article 80 of the Articles of Association of the Company -
a. Dr. Norraesah bt. Haji Mohamad (Resolution 6)
b. Mr. Sim Peng Choon (Resolution 7)
6. To re-appoint Messrs Horwath Mok & Poon as Auditors of the Company (Resolution 8)
and to authorise the Directors to fix their remuneration.
7. As special business, to consider and if thought fit, to pass the (Resolution 9)
following Ordinary Resolution:-
" THAT subject always to the Companies Act, 1965, the Articles of Association of the Company
and approval from the Kuala Lumpur Stock Exchange and other government/regulatory bodies,
where such approval shall be necessary, the Directors be and are hereby authorised pursuant to
Section 132D of the Companies Act, 1965, to allot and issue shares in the Company, at any time and
upon such terms and conditions and for such purposes as they may in their absolute discretion deem
fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten
per cent (10%) of the issued capital of the Company for the time being and that such authority shall
continue in force until the conclusion of the next Annual General Meeting of the Company. "
8. To consider any other business for which due notice shall have been given.
NOTICE OF ANNUAL GENERAL MEETING
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NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Tenth Annual General
Meeting of the Company, the first and final dividend of 1.5% less 28% income tax for the year ended
31 March, 2000 will be paid on 20 October, 2000 to Depositors registered in the Record of Depositors on
6 October, 2000.
A Depositor shall qualify for entitlement only in respect of –
(a) shares transferred into the Depositor’s Securities Account before 12.30 p.m. on 6 October, 2000 in
respect of ordinary transfers; and
(b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules
of the Kuala Lumpur Stock Exchange.
By Order of the Board
CHONG FOOK SIN
KAN CHEE JING
Company Secretaries
Kuala Lumpur
6 September, 2000
NOTES:-
1) Proxy -
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, on a poll, to vote
instead of him. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he
specifies the proportions of his holdings to be represented by each proxy. To be valid, the proxy form duly
completed must be deposited at the Registered Office of the Company not less than forty-eight (48) hours before
the time for holding the meeting. If the appointor is a corporation, this form must be executed under its common
seal or under the hand of its attorney.
2) Resolution 9 -
The Company is actively pursuing business opportunities in prospective areas so as to broaden the operating base
and earnings potential of the Company. Such expansion plans may require the issue of new shares not exceeding
10 per cent (10%) of the Company’s issued share capital. With the passing of the resolution by the shareholders of
the Company at the forthcoming Annual General Meeting, the Directors would avoid delay and cost of convening
further general meetings to approve the issue of shares for such purposes.
NOTICE OF ANNUAL GENERAL MEETING
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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CHAIRMAN’S STATEMENT
INTRODUCTION
It gives me great privilege to present, on behalf of the Board of Directors, the Annual Report of Siah Brothers
Corporation Berhad ("The Company") and its subsidiary companies ("The Group") for the financial year
ended 31 March 2000.
FINANCIAL REVIEW
The Group recorded a lower turnover of RM114.71
million for the period ended 31 March 2000
(RM149.67 million –31 March 1999). This was
broadly in line with the overall performance of the
Malaysian economy over the same period; each
business division experiencing a, lagged effect
contraction in their results. This is in contrast to the
increase in profit margin from 1.4% in 1999 to 2.2%
in 2000, largely on account of elimination of
intermediation costs, better deployment of resources,
lower cost of finance and improved sentiment to
new housing launches.
OPERATIONAL REVIEW
Housing and Building Division
For the financial year under review, the housing and building division continued as the mainstay of the
Group’s activities, registered a turnover of RM85.43 million (RM121.85 million from the previous year)
accounting for 75% of the Group’s turnover.
Some of the major projects undertaken by the Division during the period under review were :-
a) Campus and academic facilities for the
International Institute of Islamic Thought and
Civilisation at Taman Duta, Kuala Lumpur.
b) Traditional terrace houses at Perkampungan Sri
Mahkota Aman, Kuantan, Pahang and Bandar
Utama, Batang Kali, Selangor.
c) Townville apartments and supportive shops at
Taman Mastiara, Jalan Ipoh, Kuala Lumpur.
d) Luxury residential tower at The Peak, Signal Hill,
Kota Kinabalu, Sabah.
International Institute Of Islamic Thought AndCivilization (ISTAC)
Persiaran Duta, Taman Duta, Kuala Lumpur
Academic Block
Bandar Utama, Batang Kali, Selangor154 units Single Storey Terrace House
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CHAIRMAN’S STATEMENT
MANUFACTURING DIVISION
The manufacturing division has recorded a 10.6%
increase in turnover from RM24.94 million to
RM27.57 million in the current financial year with
export sales contributing to more than half of the
increase in volume.
Whilst the existing RM/USD peg has continued to
help the division to sustain and improve its
performance in the export market, the domestic
market has remained depressed on account of the
anemic performance of the building and
construction industry.
The division recorded a lower loss of RM61,410 in the year as compared to RM320,005 in the previous
year.
In spite of the increase achieved in the turnover, gross margin was adversely affected by the sharp increases
in raw material cost in the second half of the year when the polymer supply market was squeezed by tight
supply and high crude oil prices.
YEAR 2000 COMPLIANCE
The Group did not experience any disruption in its operations resulting from the Year 2000 issue, as we
have taken adequate measures to avoid any potential hardware and software problems.
PROSPECT
During the period under review, amidst difficult operating conditions, the Group remained profitable. Going
forward, the prospects for the housing and building sectors look positive set against a backdrop of planned
fiscal stimulus and improving consumer sentiment.
Taman Mastiara Townville, Kuala Lumpur
150 units 3 and 4 Storey Townhouse
Paling’s Products
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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CHAIRMAN’S STATEMENT
DIVIDEND
Your Directors are proposing a first and final dividend
of 1.5% less 28% tax for the financial year under
review.
APPRECIATION
I wish to take this opportunity to thank my fellow
members on the Board for their continuing support
and guidance and to all our shareholders for their
confidence and commitment to the Group.
On behalf of the Board, I like to convey special thanks
to all our staff and the management team for their
dedication and loyalty to the Group. Our appreciation
to various government authorities and agencies,
bankers, customers and business associates for their
co-operation and continued support.
YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff
Bin Haji Muhammad Yunus
PSM, DIMP, JMN, PJK, BSc., P.Eng, FAS
Chairman of the Board of Directors
9 August 2000
International Institute Of Islamic Thought AndCivilization (ISTAC)
Persiaran Duta, Taman Duta, Kuala Lumpr
Library Block, Cafeteria and Academic Block
Hostel
Taman Mastiara, Kuala LumpurPrecinct 5 - 44 units Double Storey Shop
Perkampungan Sri Mahkota Aman, Kuantan, PahangDouble Storey Shop
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PENYATA PENGERUSI
PENGENALAN
Dengan sukacitanya saya bagi pihak Lembaga Pengarah, membentangkan Laporan Tahunan Siah Brothers
Corporation Berhad ("Syarikat") dan anak-anak Syarikatnya ("Kumpulan") untuk tahun kewangan berakhir
31 Mac 2000.
KAJIAN KEWANGAN
Pada tahun berakhir 31 Mac 2000, Kumpulan telah
mendapat perolehan yang lebih rendah iaitu
sebanyak RM114.71 juta (RM149.67 juta -31 Mac
1999). Ini adalah sejajar dengan kedudukan
ekonomi Malaysia secara keseluruhannya dalam
tempoh yang sama; di mana setiap bahagian
perniagaan telah memperolehi keputusan yang tidak
menggalakkan. Sebaliknya terdapat kenaikan kadar
keuntungan dagangan daripada 1.4% pada tahun
1999 kepada 2.2% dalam tahun 2000 di mana
sebahagian besarnya disebabkan oleh penghapusan
kos perantaraan, pengagihan sumber yang lebih baik, kos pinjaman yang lebih rendah dan sambutan yang
memperansangkan terhadap pelancaran rumah baru.
KAJIAN OPERASI
Perumahan dan Pembinaan
Bagi tahun kewangan yang dibentangkan, bahagian
Perumahan dan Pembinaan kekal sebagai aktiviti
utama Kumpulan yang mencatat dagangan sebanyak
RM85.43 juta berbanding RM121.85 juta pada tahun
kewangan lepas. Jumlah dagangan ini menyumbang
sebanyak 75% dari jumlah dagangan Kumpulan.
Berikut adalah sebahagian daripada projek-projek
yang sedang dijalankan oleh Bahagian bagi tahun
yang dibentangkan :
a. Pembinaan kampus dan kemudahan akademik Institut Antarabangsa Pemikiran dan Tamadun Islam,
Taman Duta, Kuala Lumpur.
b. Pembangunan dan pembinaan unit-unit rumah teres di Perkampungan Seri Mahkota Aman, Kuantan,
Pahang dan di Bandar Utama, Batang Kali, Selangor.
c. Pembinaan rumah-rumah bandar dan kedai-kedai pejabat di Taman Mastiara, Jalan Ipoh, Kuala Lumpur.
d. Pembinaan dan pembangunan pangsapuri mewah di The Peak, Signal Hill, Kota Kinabalu, Sabah.
Institut Antarabangsa Pemikiran dan Tamadun IslamPersiaran Duta, Taman Duta, Kuala Lumpur
Blok Akademik
Bandar Utama, Batang Kali, Selangor154 unit Rumah Teres Satu Tingkat
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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PENYATA PENGERUSI
BAHAGIAN PENGILANGAN
Bahagian pengilangan mendaftar kenaikan dagangan
sebanyak 10.6% iaitu dari RM24.94 juta pada tahun
kewangan yang lepas kepada RM27.57 juta bagi
tahun kewangan yang dibentangkan. Lebih daripada
separuh peningkatan jumlah disumbangkan oleh
pasaran luar negara.
Walaupun langkah kawalan mata wang asing dan
penetapan nilai ringgit telah membantu Bahagian
untuk bertahan dan terus meningkat dalam pasaran
luar negara, suasana pasaran domestik masih suram
dengan persembahan lemah yang berterusan dari
industri pembangunan dan pembinaan.
Bahagian ini juga telah mengalami kerugian yang lebih rendah sebanyak RM61,410 pada tahun ini
berbanding RM320,005 pada tahun sebelumnya.
Walaupun perolehan meningkat, pendapatan menurun dengan kenaikan harga bahan-bahan mentah pada
setengah tahun kedua di mana pasaran polimer berkurangan berikutan kekurangan bekalan dan harga
minyak mentah yang tinggi.
PEMATUHAN ALAF TAHUN 2000 (Y2K)
Kumpulan tidak mengalami apa-apa gangguan dalam operasinya dari pepijat alaf tahun 2000 (Y2K)
memandangkan Kumpulan telah mengambil langkah-langkah berkenaan bagi mengatasi segala masalah
perisian dan peralatan.
PROSPEK
Bagi tahun yang dibentangkan, Kumpulan tetap memperolehi keuntungan walaupun terpaksa beroperasi
dalam suasana yang sukar. Walaupun demikian, prospek bagi sektor perumahan dan pembangunan
dianggarkan positif selaras dengan rancangan kewangan kerajaan dan peningkatan sentimen pengguna.
Taman Mastiara Townville, Kuala Lumpur150 units 3 dan 4 Tingkat Rumah Bandar
Barangan Keluaran Paling
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PENYATA PENGERUSI
DIVIDEN
Lembaga Pengarah mencadangkan dividen pertama
dan akhir sebanyak 1.5% tolak cukai 28% untuk
tahun kewangan yang dibentangkan ini.
PENGHARGAAN
Saya ingin mengambil kesempatan ini untuk
merakamkan penghargaan saya kepada ahli-ahli
Lembaga ke atas sokongan dan bimbingan mereka
dan penghargaan kepada pemegang saham yang
memberikan keyakinan dan dedikasi mereka kepada
Kumpulan.
Bagi pihak Lembaga Pengarah, saya juga ingin
menyampaikan ribuan terimakasih kepada semua
kakitangan dan pihak pengurusan kami di atas usaha
gigih, kesetiaan dan keyakinan mereka kepada
Kumpulan. Pihak kami juga ingin merakamkan
setinggi-tinggi penghargaan kepada agensi-agensi
Kerajaan, pihak bank, pelanggan kami dan rakan
kongsi perniagaan di atas sokongan dan galakkan
mereka.
YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff
Bin Haji Muhammad Yunus
PSM, DIMP, JMN, PJK, BSc., P.Eng, FAS
Pengerusi
9 Ogos 2000
Institut Antarabangsa Pemikiran dan Tamadun IslamPersiaran Duta, Taman Duta, Kuala Lumpur
Blok Perpustakaan, Kafeteria dan Blok Akademik
Asrama
Taman Mastiara, Kuala Lumpur
Precinct 5 - 44 units Kedai Dua Tingkat
Perkampungan Sri Mahkota Aman, Kuantan, Pahang
Kedai Dua Tingkat
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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AUDIT COMMITTEE
MembershipThe Committee shall be appointed by the Board from amongst the Directors of the Company and shall
consist of not less than 2 Independent Non Executive Directors of the Company and not more than 1
Executive Director of the Company. A quorum shall be 2 members.
The Chairman of the Committee shall be appointed by the Board.
Attendance At MeetingsThe Finance Director, the Head of Internal Audit, and a representative of the External Auditors shall normally
attend meetings. However, at least once a year the Committee shall meet with the External Auditors without
any Executive Board member present.
The Company Secretary shall be the secretary of the Committee.
Frequency Of MeetingsMeetings shall be held not less than three times a year. The External Auditors may request a meeting if they
consider that one is necessary.
AuthorityThe Committee is authorised by the Board to investigate any activity within its terms of reference. It is
authorised to seek any information it requires from any employee and all the employees are directed to
cooperate with any request made by the Committee.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice
and to secure the attendance of an outsider with relevant experience and expertise if it considers this
necessary.
DutiesThe duties of the Committee shall be :
● to consider the appointment of the External Auditors, the audit fee, and any questions of resignation or
dismissal.
● to discuss with the External Auditors before the audit commences the nature and scope of the audit,
and ensure co-ordination where more than one audit firm is involved.
● to review the quarterly reports and annual financial statements before submission to the Board, focusing
particularly on :
- any changes in accounting policies and practices
- major judgement areas
- significant adjustments resulting from the audit
- the going concern assumption
- compliance with accounting standards
- compliance with stock exchange and legal requirements
● to discuss problems and reservations arising from the interim and final audits, and any matters the
auditor may wish to discuss (in the absence of management where necessary).
● to review the internal audit programme, consider the major findings of internal audit investigations
and management’s response, and ensure co-ordination between the Internal and External Auditors.
● to keep under review the effectiveness of internal control systems, and in particular review the External
Auditors’ management letter and management’s response.
● to consider other topics, as defined.
Reporting ProceduresThe Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
TERMS OF REFERENCE
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CORPORATE INFORMATION
AUDIT COMMITTEEDr. Norraesah Bt. Haji MohamadPhD., B.Sc. (Econ)Chairperson and Independent Non Executive Director
Tan Sri Dato’ Ir. Muhammad Yusuffbin Haji Muhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P. Eng, FASIndependent Non Executive Director
Sia Teong HengB.Sc. (Eng), M.Sc.Executive Director
Sim Peng ChoonIndependent Non Executive Director
COMPANY SECRETARIESChong Fook Sin ATII, AFA (LS0083)Kan Chee Jing (MAICSA No : 7019764)
REGISTERED OFFICEWisma Siah Brothers74A Jalan Pahang53000 Kuala Lumpur
Tel : 03-40418118 Fax : 03-40435281
AUDITORSHorwath Mok & PoonPublic AccountantsLevel 16 Tower C, Megan Phileo Avenue12 Jalan Yap Kwan Seng50450 Kuala Lumpur
BOARD OF DIRECTORS
Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P. Eng, FAS
Chairman and Independent Non Executive Director
Sia Kwee Mow @ Sia Hok ChaiFFB, FCIOB, FAIB
Group Managing Director
Sia Teong HengB.Sc. (Eng), M.Sc.
Executive Director
Mun Chong Shing @ Mun Chong TianExecutive Director
Yeoh Hock ThongB.Sc. (Hons) Econ, MBA (Finance), MDP
Executive Director
Dato’ Lim Phaik GanDPMP, DM PN, M.A.(Law), FCI, ARBIndependent Non Executive Director
Dr. Norraesah Bt. Haji MohamadPhD., B.Sc. (Econ)
Independent Non Executive Director
Sim Peng ChoonIndependent Non Executive Director
Ibrahim bin AwangMBA (Finance)
Independent Non Executive Director(Alternate to Sim Peng Choon)
(as
SOLICITORSLee, Perara & Tan55, Jalan ThambapillaiOff Jalan Tun SambanthanBrickfields50470 Kuala Lumpur
Lim & Yeoh145-M Jalan Maharajalela50150 Kuala Lumpur
PRINCIPAL BANKERSAmanah Merchant Bank BerhadArab Malaysian Merchant Bank BerhadAseambankers Malaysia BerhadBangkok Bank BerhadBumiputra Commerce Bank BerhadCommerce International Merchant Bankers BerhadMulti-Purpose Bank BerhadOverseas Union Bank (M) Berhad
REGISTRARSTacs Corporation Sdn BhdUnit No. 203, 2nd FloorBlock C, Damansara IntanNo. 1, Jalan SS 20/2747400 Petaling Jaya
Tel : 03-7112688 Fax : 03-7112693
STOCK EXCHANGE LISTINGThe Main Board of Kuala Lumpur Stock Exchange
As at 18 th August, 2000
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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CORPORATE STRUCTUREAs at 18 th August, 2000
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GROUP FINANCIAL HIGHLIGHTS
PROFIT BEFORE
TAXATION
ASSETS EMPLOYED TURNOVER SHAREHOLDERS’ FUNDS
RESULTS
Turnover 114,707 149,669 256,884 234,310 236,640
Profit before taxation 2,555 2,088 13,364 12,229 15,264
Profit after taxation but
before minority interests 3,736 3,923 6,430 8,036 10,913
Profit after minority interests
but before exceptional items 3,736 1,679 2,561 7,948 10,745
Profit attributable to shareholders 3,729 1,679 2,561 7,562 10,826
ASSET EMPLOYED
Fixed Assets 31,271 33,939 31,625 33,793 33,463
Investments 122,733 147,660 147,299 142,942 15,510
Sinking Fund Bank Account - - - 5,216 2,078
Net current assets 56,510 34,687 34,766 59,555 66,789
Goodwill and deferred expenditure 8,253 8,185 8,543 9,061 1,165
218,767 224,471 222,233 250,567 119,005
FINANCED BY
Share capital 57,302 50,469 50,469 50,458 50,329
Reserves 42,832 40,095 38,780 36,610 31,683
Minority interests - 14,897 13,084 10,247 231
Redeemable Unsecured
Guaranteed Bonds - - - 34,157 34,162
Irredeemable Convertible
Unsecured Loan Stocks 115,600 115,600 115,600 115,600
Deferred Liabilities 3,033 3,410 4,300 3,495 2,600
218,767 224,471 222,233 250,567 119,005
SELECTED RATIOS
Net earnings per share (sen) 6.90 3.33 5.07 15.76 22.74
Net tangible assets per share (sen) 182.00 163.23 159.91 154.60 160.64
Gross dividend (%) 1.50 1.00 1.00 7.00 7.00
2000 1999 1998 1997 1996RM’000 RM’000 RM’000 RM’000 RM’000
-
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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SBC Berhad ……. We provide "Solutions for Building Co-Ventures"
One of SBC's main activities is in the turnkey development of buildings in
co-venture with landowners. Our trademarks include arriving at solutions which
add value to buildability, design, project finance and marketing. As our acronym
implies, at S.B.C., we are in the business of providing
"Solutions for Building Co-ventures".
Some of our esteemed partners include:
- Sabah State Government;
- Selangor State Government;
- TA Enterprise Berhad.
Financial StatementFor the year ended 31st March 2000
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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DIRECTORS’ REPORT
The directors hereby submit their report and the audited accounts of the Group and of the Company for the
financial year ended 31 March 2000.
PRINCIPAL ACTIVITIES
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 3 to the accounts. 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 3,729,157 994,056
DIVIDENDS
Since the end of the previous financial year, the Company paid a final dividend of 1% less tax at 28%
amounting to RM363,376 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 RM246,864
for the Irredeemable Cumulative Convertible Preference Shares ("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.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year except as
disclosed in the accounts.
ISSUES OF SHARES
During the financial year,
(a) the Company amended its authorised capital from 200,000,000 ordinary shares of RM1 each to
193,167,000 ordinary shares of RM1 each and 6,833,000 ICCPS of RM1 each;
(b) the Company increased its paid-up capital from RM50,468,943 comprising 50,468,943 ordinary shares
of RM1 each to RM57,301,943 by an allotment of 6,833,000 ICCPS of RM1 each for cash at par; and
The main terms of the ICCPS are disclosed in Note 20 to the accounts.
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DIRECTORS’ REPORT
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.
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 was exercised.
BAD AND DOUBTFUL DEBTS
Before the profit and loss accounts and balance sheets 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 have satisfied themselves that there are no
known bad debts 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 require the writing off
of bad debts, or additional provision for doubtful debts in the accounts of the Group and of the Company.
CURRENT ASSETS
Before the profit and loss accounts and balance sheets 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 accounts 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.
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
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DIRECTORS’ REPORT
CONTINGENT AND OTHER LIABILITIES
Other than the contingent liabilities as disclosed in Note 37 to the accounts, 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 accounts of the Group and of the Company which would render any amount stated in the
accounts 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 except as disclosed in Note 28 to the accounts.
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:-
TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS
SIA KWEE MOW @ SIA HOK CHAI
SIA TEONG HENG
MUN CHONG SHING @ MUN CHONG TIAN
DATO’ LIM PHAIK GAN
DR. NORRAESAH BT HAJI MOHAMAD
SIM PENG CHOON
IBRAHIM BIN AWANG (ALTERNATE TO SIM PENG CHOON)
YEOH HOCK THONG
18
DIRECTORS’ REPORT
Pursuant to Section 129 of the Companies Act, 1965, YBhg. 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, Mr. Sim Peng Choon and Dr. Norraesah
Bt. Haji Mohamad retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-election.
DIRECTORS’ INTERESTS
In accordance with the register of directors’ shareholdings, the interests of directors in office at the end of
the financial year, in shares, TSRs and Irredeemable Convertible Unsecured Loan Stocks ("ICULS") in the
Company during the financial year are as follows:-
NUMBER OF ORDINARY SHARES OF RM1 EACH
AT AT
1.4.1999 BOUGHT SOLD 31.3.2000
DIRECT INTEREST
SIA KWEE MOW @ SIA HOK CHAI 3,982,400 - - 3,982,400
SIM PENG CHOON 10,000 - - 10,000
SIA TEONG HENG 1,296,200 200 - 1,296,400
MUN CHONG SHING @ MUN CHONG TIAN 17,000 - - 17,000
DATO’ LIM PHAIK GAN 10,000 - 5,000 5,000
INDIRECT INTEREST
SIA KWEE MOW @ SIA HOK CHAI 7,463,832 - - 7,463,832
SIA TEONG HENG 7,463,832 - - 7,463,832
TRANSFERABLE SUBSCRIPTION RIGHTS
AT AT
1.4.1999 BOUGHT SOLD 31.3.2000
DIRECT INTEREST
SIA KWEE MOW @ SIA HOK CHAI 3,078,500 - - 3,078,500
DATO’ LIM PHAIK GAN - - - -
DR NORRAESAH BT HAJI MOHAMAD 4,000 - - 4,000
MUN CHONG SHING @ MUN CHONG TIAN 12,500 - - 12,500
TRANSFERABLE SUBSCRIPTION RIGHTS
AT AT
1.4.1999 BOUGHT SOLD 31.3.2000
INDIRECT INTEREST
SIA KWEE MOW @ SIA HOK CHAI 1,746,780 - - 1,746,780
SIA TEONG HENG 1,746,780 - - 1,746,780
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
19
DIRECTORS’ REPORT
IRREDEEMABLE CONVERTIBLE UNSECURED
LOAN STOCKS
AT AT
1.4.1999 BOUGHT SOLD 31.3.2000
DIRECT INTEREST
SIA KWEE MOW @ SIA HOK CHAI 2,054,250 - - 2,054,250
SIM PENG CHOON 4,000 - - 4,000
SIA TEONG HENG 1,432,500 - - 1,432,500
MUN CHONG SHING @ MUN CHONG TIAN 22,000 - - 22,000
INDIRECT INTEREST
SIA KWEE MOW @ SIA HOK CHAI 89,693,206 - - 89,693,206
SIA TEONG HENG 89,693,206 - - 89,693,206
By virtue of their shareholdings in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are
deemed to have interests in shares in the subsidiary companies and associate companies to the extent of the
Company’s interest, in accordance with Section 6A of the Companies Act, 1965.
None of the other directors had any interests in shares, TSRs or ICULS of the Company and its related
corporations during the financial year.
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 accounts, 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 35 to the
accounts.
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.
20
DIRECTORS’ REPORT
AUDIT COMMITTEE
The members of the audit committee are:-
DR NORRAESAH BT HAJI MOHAMAD
TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS
SIA TEONG HENG
SIM PENG CHOON
The functions of the Audit Committee are to review the accounting policies, internal controls and annual
accounts of the Company and its subsidiary companies on behalf of the Board of Directors.
In performing its function, the committee reviews the overall scope of the external auditors and meets them
to discuss the results of their examination and their evaluation of the system of internal accounting controls
of the Company and its subsidiary companies.
The Committee also reviews the quarterly report and the annual consolidated accounts of the Group and
the accounts of the Company as well as the auditors’ report thereon, prior to their submission to the Board
of Directors for adoption.
The Audit Committee has recommended to the Board of Directors that the auditors, Messrs Horwath Mok &
Poon, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the
Company.
SIGNIFICANT EVENTS
The following are the significant events involving the Group and the Company during the financial year
under review:-
(a) On 28 March 1997, the Company acquired an 80% equity interest in Mixwell (M) Sdn Bhd (Mixwell)
on the condition that the main vendors and a guarantor provide profit guarantees on the pre-tax profits
of Mixwell for the financial years ending 31 March 1997 to 31 March 2000. The Company has entered
into a settlement agreement dated 30 November 1998 with the main vendors and a guarantor which
was approved by the shareholders of the Company at an Extraordinary General Meeting held on 5
April 1999 and the Securities Commission on 5 July 1999. Pursuant to the terms of the aforesaid
settlement agreement, the main vendors transferred to the Company the balance of the 20% equity
interest in Mixwell and 26 acres of a piece of freehold development land in the Mukim of Batang Kali,
District of Hulu Selangor, Selangor in consideration for the full settlement of the guaranteed pre-tax
profits for the two financial years ended 31 March 1999 and 31 March 2000 of RM35 million and
RM45 million respectively.
(b) On 30 September 1999, Syarikat Siah Brothers Trading Sdn. Bhd. ("SSBT"), a subsidiary company,
disposed of its entire 75% equity interest in SBC Design and Engineering Sdn. Bhd., for a total cash
consideration of RM700,000. The disposal resulted in an exceptional gain of RM512,500 in the accounts
of SSBT and an exceptional loss of RM6,508 to the Group.
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
21
DIRECTORS’ REPORT
SUBSEQUENT EVENT
The shareholders of the Company, at an Extraordinary General Meeting held on 7 April 2000, approved the
implementation of an Employee Share Option Scheme ("ESOS"). The main features of the ESOS are as
follows:-
(a) eligible employees are employees who have served in the employment of any company within the
Group for at least one financial year;
(b) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of the
issued and paid-up ordinary share capital of the Company at any point of time during the existence of
the ESOS which shall be in force for a period of five (5) years from the date of offer;
(c) the maximum possible allocation for any single eligible employee during the existence of the ESOS
shall not be less than 1,000 nor more than 450,000 shares subject to the maximum allowable allocation
according to their respective categories;
(d) the subscription price shall be based on the weighted average market price of the shares as shown in
the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five (5) market days prior to
the date of offer or at par value, whichever is higher; and
(e) 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.
No options have been granted to eligible employees under the ESOS as of the date of this report.
AUDITORS
The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office.
ON BEHALF OF THE BOARD
TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN
HAJI MUHAMMAD YUNUS
SIA KWEE MOW @ SIA HOK CHAI
22
THE GROUP THE COMPANY
2000 1999 2000 1999
NOTE RM RM RM RM
FIXED ASSETS 2 31,271,271 33,938,545 155,302 282,762
INVESTMENT IN SUBSIDIARY
COMPANIES 3 - - 173,370,110 186,880,110
INTEREST IN ASSOCIATE
COMPANIES 4 104,715,489 129,641,985 8,040,450 8,040,450
OTHER INVESTMENTS 5 148,732 148,732 - -
INVESTMENT PROPERTIES 6 17,869,093 17,869,093 - -
GOODWILL ON CONSOLIDATION 7,511,884 7,511,884 - -
CURRENT ASSETS
Inventories held for resale 7 16,785,581 16,398,271 - -
Property development in progress 8 26,915,382 16,706,447 - -
Contract work-in-progress 9 173,124,445 122,503,390 - -
Trade debtors 10 82,906,205 97,613,209 - -
Other debtors, deposits
and prepayments 11 11,760,753 12,681,196 15,513,044 13,213,907
Dividend receivable - - 4,800,000 4,500,000
Amounts owing by subsidiary companies 12 - - 21,022,577 -
Amounts owing by associate companies 13 6,791,231 3,809,538 27,883 27,733
Short term deposits with a licensed bank 14 3,272,665 5,596,446 - -
Cash and bank balances 1,563,932 1,815,107 81,157 1,092,491
323,120,194 277,123,604 41,444,661 18,834,131
LESS: CURRENT LIABILITIES
Trade creditors 15 38,690,521 49,996,151 - -
Other creditors and accruals 10,015,469 17,285,679 5,075,818 2,452,640
Lease and hire purchase creditors 16 - 186,896 - -
Proposed dividend 545,065 363,376 545,065 363,376
Dividend payable 246,864 - 246,864 -
Provision for taxation - 4,054,365 - -
Bank borrowings 17 39,403,957 43,807,510 13,223,181 13,618,973
Progress billings 174,790,110 123,823,839 - -
Amount owing to a director 18 2,918,800 2,918,800 2,918,800 2,918,800
Amounts owing to subsidiary companies 12 - - - 517,490
266,610,786 242,436,616 22,009,728 19,871,279
NET CURRENT ASSETS/(LIABILITIES) 56,509,408 34,686,988 19,434,933 (1,037,148)
INTANGIBLE ASSETS 19 740,781 673,558 - -
218,766,658 224,470,785 201,000,795 194,166,174
BALANCE SHEETS AT 31 MARCH 2000
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
23
BALANCE SHEETS AT 31 MARCH 2000
THE GROUP THE COMPANY
2000 1999 2000 1999
NOTE RM RM RM RM
FINANCED BY:-
SHARE CAPITAL 20 57,301,943 50,468,943 57,301,943 50,468,943
RESERVES 21 42,831,879 40,095,157 28,098,852 28,097,231
SHAREHOLDERS’ FUNDS 100,133,822 90,564,100 85,400,795 78,566,174
IRREDEEMABLE CONVERTIBLE
UNSECURED LOAN STOCKS 22 115,600,000 115,600,000 115,600,000 115,600,000
MINORITY INTERESTS 23 - 14,896,775 - -
DEFERRED LIABILITIES 24 3,032,836 3,409,910 - -
218,766,658 224,470,785 201,000,795 194,166,174
NET TANGIBLE ASSETS PER SHARE 25 182 Sen 163 Sen
The annexed notes from an integral part of these accounts.
(CONT’D)
24
THE GROUP THE COMPANY
2000 1999 2000 1999
NOTE RM RM RM RM
TURNOVER 26 114,707,092 149,669,322 11,573,740 13,924,385
COST OF SALES 97,786,539 131,191,329 - -
(LOSS)/PROFIT FROM OPERATIONS 27 (1,197,493) (2,590,265) 1,502,056 1,533,008
SHARE OF PROFIT OF
ASSOCIATE COMPANIES 3,759,401 4,677,786 - -
PROFIT BEFORE TAXATION
AND BEFORE EXCEPTIONAL ITEM 2,561,908 2,087,521 1,502,056 1,533,008
EXCEPTIONAL ITEM 28 (6,508) - - -
PROFIT BEFORE TAXATION 2,555,400 2,087,521 1,502,056 1,533,008
TAXATION 29 1,173,757 1,835,619 (508,000) (705,000)
PROFIT AFTER TAXATION 3,729,157 3,923,140 994,056 828,008
PROFIT ATTRIBUTABLE
TO MINORITY INTERESTS - (2,244,388) - -
PROFIT ATTRIBUTABLE
TO SHAREHOLDERS 3,729,157 1,678,752 994,056 828,008
RETAINED PROFITS BROUGHT
FORWARD 16,878,130 15,562,754 4,880,204 4,415,572
PROFITS AVAILABLE FOR
APPROPRIATION 20,607,287 17,241,506 5,874,260 5,243,580
DIVIDENDS 30 (791,929) (363,376) (791,929) (363,376)
RETAINED PROFITS CARRIED
FORWARD 19,815,358 16,878,130 5,082,331 4,880,204
Attributable to:-
The Company 5,082,331 4,880,204
Subsidiary companies 14,733,027 11,997,926
19,815,358 16,878,130
Earnings per share (sen) - basic 31 6.9 3.3
- diluted 31 9.7 7.7
PROFIT AND LOSS ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
The annexed notes from an integral part of these accounts.
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
25
CONSOLIDATED CASH FLOW STATEMENT(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
THE GROUP
2000 1999
NOTE RM RM
CASH FLOWS (FOR)/FROM OPERATING ACTIVITIES
Profit before taxation and before exceptional item 2,561,908 2,087,521
Exceptional item (6,508) -
Profit before taxation 2,555,400 2,087,521
Adjustments for:-
Amortisation of deferred expenditure 51,818 221,512
Deferred expenditure written off 126,221 84,193
Depreciation and amortisation of fixed assets 3,161,054 3,696,424
Exceptional loss on disposal of a subsidiary company 6,508 -
Fixed assets written off - 78,570
Goodwill written off - 220,066
Interest expense 9,788,675 12,181,976
Loss on joint ventures - 1,007,842
Provision for doubtful debts 998,000 600,000
Dividend income (135) (585)
Gain on foreign exchange - (23,742)
Interest income (1,470,881) (2,307,547)
Profit on disposal of condominium - (1,711,521)
Profit on disposal of fixed assets (340,412) (78,318)
Profit on disposal of investment properties - (18,099)
Share of profit in associate companies (3,759,401) (4,677,786)
Operating profit before working capital changes 11,116,847 11,360,506
(Increase)/Decrease in inventories (387,310) 2,540,149
Decrease in property development-in-progress, net 3,301,065 3,939,945
Decrease in trade and other debtors 12,859,888 7,650,469
Increase in contract work in progress (56,235,537) (43,685,230)
Decrease in trade and other creditors (16,841,837) (543,209)
Increase in progress billings 56,804,790 45,230,229
Increase in deferred expenditure (245,262) (139,280)
CASH FROM OPERATIONS 10,372,644 26,353,579
Interest paid (9,788,675) (12,181,976)
Taxes paid (2,616,474) (4,881,476)
Interest received 1,470,881 2,307,547
NET CASH (FOR)/FROM OPERATING ACTIVITIES
CARRIED FORWARD (561,624) 11,597,674
The annexed notes from an integral part of these accounts.
26
THE GROUP
2000 1999
NOTE RM RM
NET CASH (FOR)/FROM OPERATING ACTIVITIES
BROUGHT FORWARD (561,624) 11,597,674
CASH FLOWS FOR INVESTING ACTIVITIES
Acquisition of fixed assets (1,007,695) (6,066,471)
Additional expenses incurred for acquiring a
subsidiary company in prior year - (29,040)
Dividend income from quoted investment 135 585
Dividends received from associate companies - 1,610,021
Net cash inflow on disposal of subsidiary company 32 460,325 -
Proceeds from disposal of fixed assets 419,001 56,407
Proceeds from disposal of investment properties - 3,249,790
NET CASH FOR INVESTING ACTIVITIES (128,234) (1,178,708)
CASH FLOWS FROM/(FOR) FINANCING ACTIVITIES
(Advance to)/Repayment by associate companies (2,981,693) 181,545
Dividend paid to minority shareholders (230,000) (432,000)
Dividend paid to shareholders of the Company (363,376) (363,376)
Expenses incurred on issuance of Irredeemable
Cumulative Convertible Preference Shares ("ICCPS") (200,506) -
Proceeds from issuance of ICCPS 6,833,000 -
Redemption of bonds - (34,157,400)
Repayment from joint ventures - 53,820
Repayment of long term loans (327,694) (819,192)
Repayment to hire purchase creditors (186,896) (98,179)
Sinking fund - 10,611,141
NET CASH FROM/(FOR) FINANCING ACTIVITIES 2,542,835 (25,023,641)
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 1,852,977 (14,604,675)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF FINANCIAL YEAR (36,134,259) (21,529,584)
CASH AND CASH EQUIVALENTS AT END
OF FINANCIAL YEAR 33 (34,281,282) (36,134,259)
CONSOLIDATED CASH FLOW STATEMENT(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
The annexed notes from an integral part of these accounts.
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
27
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
1. SIGNIFICANT ACCOUNTING POLICIES
(a) Accounting Convention
The accounts are prepared under the historical cost convention, modified to include the revaluation
of certain long leasehold land and buildings and in compliance with applicable approved
accounting standards in all material respects.
(b) Basis of Consolidation
The consolidated accounts incorporate the accounts of the Company and all its subsidiary
companies made up to 31 March 2000. The subsidiary companies are consolidated using the
acquisition method. The results of subsidiary companies acquired or disposed during the financial
year are dealt with in the consolidated profit and loss account from the effective dates of acquisition
or disposal. Transactions within the Group are eliminated on consolidation and the consolidated
accounts reflect external transactions only.
In the event where the cost of investment is higher than the fair value of net assets acquired, the
excess consideration paid represents goodwill. Goodwill arising on the acquisition of subsidiary
companies is retained in the consolidated balance sheet at cost and is written down only when
the directors are of the opinion that there is a permanent diminution in its value.
(c) Associate Companies
Associate companies are those companies in which the Group has a long term equity interest of
between 20% to 50% and where the Group exercises significant influence through Board
representation.
The Group’s share of profit and loss of associate companies is included in the consolidated profit
and loss account and the Group’s share of post acquisition retained profits and reserves is added
to the cost of investment in the consolidated balance sheet.
(d) Fixed Assets and Depreciation
Freehold land is stated at cost and is not depreciated. Other fixed assets are stated at cost less
accumulated depreciation.
Depreciation of fixed assets is calculated under the straight-line method to write off the cost or
revalued amount of the assets over their estimated useful lives. The principal annual rates used
for this purpose are:-
Long leasehold land and buildings Over 99 years
Factory 2% - 3%
Plant and machinery 10%
Construction machinery and equipment 5% - 20%
Formwork 12%
Scaffoldings and containers 10% - 25%
Factory equipment 10%
Moulds and dies 16%
Office equipment, computers, furniture and fittings 5% - 20%
Motor vehicles 20%
Tools and fittings 10%
28
(e) Investments
Investments held on a long term basis are stated at cost. Provision for diminution in the value of
the investments is only made if the directors are of the opinion that the diminution is permanent
in nature.
(f) Investment Properties
Investment properties are held as long term investments to generate income and for capital gain,
and are stated at cost. These properties are not depreciated.
(g) Inventories
Inventories are stated at the lower of cost and net realisable value. 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.
(h) Development-In-Progress
Development-in-progress is stated at cost plus profit attributable to the stage of completion for
sold properties less progress billings and foreseeable losses, if any. Cost comprises construction
and other related development costs and administrative overheads relating to the projects.
Completed and unsold properties are transferred to inventories for resale upon completion.
(i) Contract Work-In-Progress
Contract work-in-progress is stated at cost plus profit attributable to contracts in progress less
foreseeable losses, if any. Cost comprises construction and other related costs and administrative
overheads relating to the projects.
(j) Leased Assets
Assets acquired through finance leases being leases which transfer substantially all the risks and
benefits incidental to ownership of the leased assets to the lessee are capitalised at the value
equivalent to the cost of the assets. The interest element of the lease rentals is charged to the
profit and loss account on a straight line basis over the period of the lease.
(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 profit and loss account.
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
29
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
(m) Recognition of Profits
Profits from property development are recognised from the sale of completed and uncompleted
development-in-progress. Profits on uncompleted properties contracted for sale are recognised
based on the percentage-of-completion method unless the outcome of the project cannot be
reliably determined, in which case the income from projects will only be recognised to the
extent of project costs incurred that are recoverable. Profits from construction contracts are
recognised based on the percentage-of-completion method, where the outcome can be reliably
estimated. Foreseeable losses, if any, are provided for in full as and when it can be reasonably
ascertained that the development or contract will result in a loss.
(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 amortised
over a period of four to five years.
(ii) Deferred expenses
Deferred expenses comprise expenditure incurred on certain plant and machinery to extend
their useful lives. The deferred expenses are amortised over 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.
32
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
2. FIXED ASSETS (CONT’D)
OFFICE EQUIPMENT,
COMPUTERS,
FURNITURE
THE COMPANY MOTOR VEHICLES AND FITTINGS TOTAL
RM RM RM
COST
At 1.4.1999 670,745 342,079 1,012,824
Additions - 15,868 15,868
Disposals (154,195) - (154,195)
At 31.3.2000 516,550 357,947 874,497
ACCUMULATED DEPRECIATION
At 1.4.1999 539,609 190,453 730,062
Charge for the financial year 102,753 40,574 143,327
Disposal (154,194) - (154,194)
At 31.3.2000 488,168 231,027 719,195
NET BOOK VALUE AT
- 31.3.2000 28,382 126,920 155,302
- 31.3.1999 131,136 151,626 282,762
Depreciation charge for the
financial year ended 31.3.1999 103,590 41,548 145,138
In respect of the previous financial year, fixed assets of the Group acquired under hire purchase
arrangements carried a net book value of RM228,254.
3. INVESTMENT IN SUBSIDIARY COMPANIES
THE COMPANY
2000 1999
RM RM
Unquoted shares, at cost 173,370,110 186,880,110
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
33
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
3. INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)
Details of the subsidiary companies, which are all incorporated in Malaysia, are as follows:-
Name of Company Effective Equity Interest Principal
2000 1999 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
Paling Industries Sdn. Bhd.* 100 100 Manufacturing of
plastic building
materials
Siah Brothers Enterprise 100 100 Building
Sdn. Bhd. * contractor
Siah Brothers Industries 100 100 Investment
Sdn. Bhd. * holding
Siah Brothers Land 100 100 Investment
Sdn. Bhd. holding
Siah Brothers Project 100 100 Provision of
Management management
Sdn. Bhd.* services
Siah Brothers Properties Sdn. Bhd.* 100 100 Investment
holding
Mixwell (Malaysia) 100 80 Project
Sdn. Bhd. management
and property
development
34
3. INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)
Name of Company Effective Equity Interest Principal
2000 1999 Activities
% %
Siah Brothers 100 100 Proposed property
Development development
Sdn. Bhd. *
Sinaran Naga 100 100 Property
Sdn. Bhd. development
Tiara Development 100 100 Proposed
Sdn. Bhd.* property
development
SBC Homes Sdn. Bhd.* 100 100 Proposed property
development
SBC Design & Engineering - 75 Mechanical and
Sdn. Bhd.* electrical
installation
SBC Civil & Structural 100 100 Project
Sdn. Bhd. management
and its related
technical services
Seri Ampangan Realty 100 100 Property
Sdn. Bhd. development
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
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
35
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
3. INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)
Name of Company Effective Equity Interest Principal
2000 1999 Activities
% %
SBC Leisure Sdn. Bhd.* 100 100 Property
development
SBC Towers Sdn. Bhd.* 100 100 Property
development
Aureate Construction 100 100 Property
Sdn. Bhd.* investment
Winsome Ventures 100 100 Intended property
Sdn. Bhd. management
Liga Canggih Sdn. Bhd.* 100 100 Dormant
* Subsidiary companies not audited by Horwath Mok & Poon.
During the financial year, the Company effected the settlement of the shortfall in the profit guarantee
in relation to the acquisition of a subsidiary company, Mixwell (Malaysia) Sdn. Bhd. ("Mixwell") in
accordance with the terms of settlement as approved by the shareholders of the Company and the
Securities Commission on 5 April 1999 and 5 July 1999, respectively. Under the terms of the settlement,
the main vendors of Mixwell transferred a piece of freehold development land and the remaining
equity interest in Mixwell to the Company as consideration for the full settlement of the shortfall in the
profit guarantee for the financial years ended 31 March 1999 and 2000. The cost of investment in
Mixwell was accordingly reduced by the value of the property of RM13,510,000 based on the valuation
by an independent professional valuer.
4. INTEREST IN ASSOCIATE COMPANIES
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
Unquoted shares, at cost 8,360,451 8,360,451 8,040,450 8,040,450
Unquoted shares at Group cost (Note a) 91,618,304 119,580,729 - -
Share of post acquisition reserves 4,736,734 1,700,805 - -
104,715,489 129,641,985 8,040,450 8,040,450
36
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
4. INTEREST IN ASSOCIATE COMPANIES (CONT’D)
THE GROUP
2000 1999
RM RM
The interest in associate companies comprises:-
Group’s share of net tangible assets 58,699,519 55,663,590
Group’s share of intangible assets 63,967 63,967
Revaluation of Group cost
(net of deferred taxation) (Note b) 45,952,003 73,914,428
104,715,489 129,641,985
(a) Unquoted shares at Group cost
THE GROUP
2000 1999
RM RM
At 1 April 1999/1998 119,580,739 119,580,729
Reduction through transfer of land (13,510,000) -
Reduction through transfer of
equity interest in Mixwell (14,452,425) -
91,618,314 119,580,729
(b) Revaluation of Group cost
At 1 April 1999/1998 73,914,428 75,903,528
Write-off upon disposal of land * - (1,989,100)
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 73,914,428
*Annual write off of the revaluation surplus is based on the acreage of land disposed by an associate company.
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
37
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
4. INTEREST IN ASSOCIATE COMPANIES (CONT’D)
The associate companies, all incorporated in Malaysia, are as follows:-
Name of Company Effective Equity Interest Principal
2000 1999 Activities
% %
Ligamas Sdn. Bhd.* 50.0 40.0 Property
development
Varich Industries 50.0 50.0 Proposed
Sdn. Bhd.# quarrying
Sri Berjaya Development 33.3 33.3 Investment and
Sdn. Bhd.# development of
landed properties
Sri Rawang Properties 22.2 22.2 Investment in
Sdn. Bhd.# properties and
rubber estates
South East Best 20.0 20.0 Property
Sdn. Bhd.* development
*Share of results of these associated companies are based on the latest available management accounts.
#The results of these associate companies have not been equity accounted as the amounts involved are insignificant.
5. OTHER INVESTMENTS
THE GROUP
2000 1999
RM RM
Quoted shares in Malaysia, at cost 12,300 12,300
Unquoted shares, at cost 180,000 180,000
Joint ventures
- Investment 839,020 839,020
- Advances 3,280,534 3,280,534
- Share of loss (4,163,122) (4,163,122)
148,732 148,732
Market value of quoted shares 36,225 5,130
38
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
6. INVESTMENT PROPERTIES
THE GROUP
2000 1999
RM RM
Freehold land and buildings 17,869,093 19,389,263
Disposed during the year - (1,520,170)
17,869,093 17,869,093
A landed property of a subsidiary company is charged to a bank for a term loan granted to a subsidiary
company.
7. INVENTORIES HELD FOR RESALE
THE GROUP
2000 1999
RM RM
Unsold completed properties 9,616,166 11,221,698
Manufacturing inventories
- Raw materials 3,598,826 1,737,620
- Finished goods 3,508,356 3,339,848
- Packing materials 22,658 24,931
- Work-in-progress 39,575 74,174
7,169,415 5,176,573
16,785,581 16,398,271
8. PROPERTY DEVELOPMENT-IN-PROGRESS
THE GROUP
2000 1999
RM RM
Freehold land, at cost 14,989,258 1,827,070
Leasehold land, at cost 1,003,272 1,454,242
Development expenditure 31,608,834 19,376,630
47,601,364 22,657,942
Attributable profits accrued on
uncompleted properties 2,547,854 130,641
50,149,218 22,788,583
Progress billings (23,233,836) (6,082,136)
26,915,382 16,706,447
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
39
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
8. PROPERTY DEVELOPMENT-IN-PROGRESS (CONT’D)
Included in development expenditure is interest cost capitalised amounting to RM347,064 (1999 –
RM2,176,266) for the Group. Development on freehold land amounting to RM13,510,000 (1999 –
Nil) is scheduled to commence in the next financial year.
9. CONTRACT WORK-IN-PROGRESS
THE GROUP
2000 1999
RM RM
Cost incurred on contract works 158,488,569 116,221,556
Attributable profits accrued on contract
work-in-progress 14,635,876 6,281,834
173,124,445 122,503,390
Included in cost incurred on contract works is interest cost capitalised during the financial year of
RM64,085 (1999 – RM100,352).
10. TRADE DEBTORS
THE GROUP
2000 1999
RM RM
Trade debtors 36,404,248 42,960,416
Progress billings receivable 38,164,253 42,435,465
Retention receivable 10,165,422 13,222,231
84,733,923 98,618,112
Provision for doubtful debts (1,827,718) (1,004,903)
82,906,205 97,613,209
Included in trade debtors is an amount of RM29,630,310 (1999 – RM26,970,436) owing by a company
in which a director has interest, of which RM20,308,305 (1999 – RM18,510,436) represents payments
made to sub-contractors on behalf of the same to expedite the construction of a special low cost
housing project.
40
11. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
Other debtors, deposits and prepayments 11,301,415 12,767,764 8,399,921 8,400,559
Tax recoverable 459,338 - 7,113,123 4,813,348
Provision for doubtful debts - (86,568) - -
11,760,753 12,681,196 15,513,044 13,213,907
12. AMOUNTS OWING BY/TO SUBSIDIARY COMPANIES
THE COMPANY
2000 1999
RM RM
Amounts owing by/(to)
- Interest bearing (6,757,475) (4,337,475)
- Interest free 27,780,052 3,819,985
21,022,577 (517,490)
The above amounts owing are unsecured and have no fixed terms of repayment. The interest bearing
amounts are subject to interest at rates ranging from 5.0% to 11.0% per annum.
13. AMOUNTS OWING BY ASSOCIATE COMPANIES
The amounts owing are unsecured, interest free and not subject to fixed terms of repayment.
14. SHORT TERM DEPOSITS WITH A LICENSED BANK
No fixed deposits were pledged to any banks in the financial year under review.
However, in respect of the previous financial year, the fixed deposits of a subsidiary company amounting
to RM1,695,076 were pledged to a licensed bank for banking facilities granted to that subsidiary
company.
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
41
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
15. TRADE CREDITORS
THE GROUP
2000 1999
RM RM
Trade creditors 1,458,211 4,205,466
Progress claims payable 27,120,198 34,826,786
Retention payable 10,112,112 10,963,899
38,690,521 49,996,151
16. LEASE AND HIRE PURCHASE CREDITORS
THE GROUP
2000 1999
RM RM
Gross lease and hire purchase creditors - 224,275
Interest-in-suspense - (37,379)
- 186,896
The net lease and hire purchase creditors
are repayable as follows:-
Within twelve months - 56,223
After twelve months - 130,673
- 186,896
17. BANK BORROWINGS
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
Current portion of term loans
- unsecured (Note 24) 286,078 261,698 - -
Revolving credits - secured 14,844,400 13,394,400 - -
- unsecured 7,000,000 7,000,000 7,000,000 7,000,000
Bank overdrafts - secured 412,477 4,553,615 - -
- unsecured 16,861,002 18,597,797 6,223,181 6,618,973
39,403,957 43,807,510 13,223,181 13,618,973
The revolving credits and bank overdrafts bear interest at rates ranging from 5.0% to 10.45% (1999 –
6.5% to 18%) per annum.
42
18. AMOUNT OWING TO A DIRECTOR
The amount owing is unsecured, bears interest at 5.5% (1999 – 5.5%) per annum and not subject to
fixed terms of repayment.
19. INTANGIBLE ASSETS
THE GROUP
2000 1999
RM RM
Preliminary expenses 19,645 20,040
Pre-operating expenses 68,866 82,004
Trademark 436,375 436,375
Deferred expenses 215,895 135,139
740,781 673,558
Trademark represents the agreed cost of the trademarks which are used for a subsidiary company’s
products. As the subsidiary company has temporarily ceased operations, amortisation of the trademark
has also been suspended.
20. SHARE CAPITAL
THE COMPANY
2000 1999
RM RM
AUTHORISED
The authorised share capital of the Company
is divided as follows:-
Ordinary shares of RM1 each 193,167,000 200,000,000
5.5% Irredeemable Cumulative Convertible
Preference Shares ("ICCPS") of RM1 each 6,833,000 -
200,000,000 200,000,000
ISSUED AND FULLY PAID
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 - -
Allotment during the financial year 6,833,000 -
At 31 March 6,833,000 -
Total issued and fully paid 57,301,943 50,468,943
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
43
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
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 as determined based on
a premium over the five (5) day weighted average market price of the ordinary shares.
(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.
21. RESERVES
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
Share premium reserve (Note a) 21,306,521 21,507,027 21,306,521 21,507,027
Bond premium reserve 1,710,000 1,710,000 1,710,000 1,710,000
Retained profits (Note b) 19,815,358 16,878,130 5,082,331 4,880,204
42,831,879 40,095,157 28,098,852 28,097,231
(a) Share premium reserve
At 1 April 1999/1998 21,507,027 21,507,027 21,507,027 21,507,027
Write-off of expense
incurred for the issuance
of ICCPS and TSRs (200,506) - (200,506) -
At 31 March 21,306,521 21,507,027 21,306,521 21,507,027
(b) 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.
44
22. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS
The 5% Irredeemable Convertible Unsecured Loan Stocks 1997/2002 ("ICULS") of RM115,600,000
were issued on 28 March 1997 and constituted by a Trust Deed dated 28 March 1997.
The principal terms of the ICULS are as follows:-
(a) The ICULS are not redeemable for cash. They are convertible to the Company’s ordinary shares
at anytime from the date of issue on 28 March 1997 to the maturity date on 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 was set at RM4.60 for one ordinary share. 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.
23. MINORITY INTERESTS
These represent the interests of minority shareholders in the results and net assets of certain subsidiary
companies at the balance sheet date.
24. DEFERRED LIABILITIES
THE GROUP
2000 1999
RM RM
Long term loans (Note a) 782,536 1,134,610
Deferred taxation (Note b) 2,250,300 2,275,300
3,032,836 3,409,910
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
45
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
24. DEFERRED LIABILITIES (CONT’D)
THE GROUP
2000 1999
RM RM
(a) Long term loans
Term loans - secured 469,751 535,747
- unsecured 598,863 860,561
1,068,614 1,396,308
Repayable within 12 months (Note 17) (286,078) (261,698)
782,536 1,134,610
The secured term loan represents a bridging loan secured by way of a first legal charge over the
landed property of a subsidiary company and is repayable by 144 equal instalments commencing 15
September 1994.
The unsecured term loans are repayable in 16 quarterly instalments of principal and interest of
RM82,662 each commencing 1 April 1994.
The term loans are subject to interest at rates ranging from 6.5% to 9.75% (1999 - 6.5% to 16.2%) per
annum.
(b) Deferred taxation
THE GROUP
2000 1999
RM RM
At 1 April 1999/1998 2,275,300 2,324,000
Transfer to profit and loss account (25,000) (48,700)
2,250,300 2,275,3000
25. NET TANGIBLE ASSETS PER SHARE
The net tangible assets per share is calculated based on the net tangible assets value of RM91,881,157
(1999 – RM82,378,658) divided by the number of ordinary shares in issue at the balance sheet date of
50,468,943 (1999 – 50,468,943) shares.
46
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
26. TURNOVER
Turnover of the Group comprises gross revenue from building contracts, proportionate sales value of
development properties, invoiced value of goods sold and services supplied, rental income and interest
income.
Turnover of the Company comprises gross dividends received, interest income, management fees,
and administrative charges derived mainly from its subsidiary companies.
27. (LOSS)/PROFIT FROM OPERATIONS
(Loss)/Profit from operations is arrived at after charging:-
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
Amortisation
- leasehold land and buildings 53,783 53,783 - -
- deferred expenditure 51,818 221,512 - 173,802
Auditors’ remuneration
- statutory 61,600 64,350 11,000 11,000
- under provision in prior years 3,000 500 - -
Bad debts written off - 3,406 - -
Depreciation of fixed assets 3,107,271 3,642,641 143,327 145,138
Deferred expenditure written off 126,221 84,193 - -
Directors’ fees 110,400 82,200 53,400 22,200
Directors’ remuneration 788,925 436,500 345,930 436,500
Fixed assets written off - 78,570 - -
Goodwill written off - 220,066 - -
Interest expense
- short term bank borrowings 2,772,196 5,219,748 1,433,136 2,258,262
- hire purchase - 24,372 - 7,500
- bonds - 1,006,261 - 1,006,261
- ICULS 5,780,000 5,780,000 5,780,000 5,780,000
- loans 825,615 151,595 1,300,004 977,323
- others 69,025 - - -
Management fee 28,000 - 28,000 76,500
Provision for doubtful debts 998,000 600,000 - -
Provision for diminution
in value of inventories - 500,000 - -
Rental expense
- premises 20,400 33,028 65,251 83,894
- machinery and equipment 13,146 14,991 - -
RPGT underprovided 6,776 55,477 - -
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
47
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
27. (LOSS)/PROFIT FROM OPERATIONS (CONT’D)
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
and crediting:-
Gain on exchange (unrealised) - 23,742 - -
Gross dividend income
- subsidiary companies (unquoted) - - 10,027,776 10,260,000
- shares quoted in Malaysia 135 585 - -
Interest income
- licensed financial institutions 191,321 2,134,508 13,603 1,265,687
- subsidiary companies - - 1,213,237 2,104,698
- others 1,279,560 173,039 - -
Management and administrative charges 285,600 3,645,600 294,000 294,000
Profit on disposal of condominium - 1,711,521 - -
Profit on disposal of other fixed assets 340,412 73,318 25,124 -
Profit on disposal of investment properties - 18,099 - -
Rental
- premises 317,770 848,431 - -
28. EXCEPTIONAL ITEM
The exceptional item represents the loss on disposal of a subsidiary company, SBC Design & Engineering
Sdn. Bhd.
29. TAXATION
THE GROUP THE COMPANY
2000 1999 2000 1999
RM RM RM RM
Current (1,716,885) (2,077,812) 508,000 705,000
Deferred taxation (25,000) (48,700) - -
Share of associate companies’ taxation 723,472 125,000 - -
(1,018,413) (2,001,512) 508,000 705,000
(Over)/Underprovision in previous
financial year (155,344) 165,893 - -
(1,173,757) (1,835,619) 508,000 705,000
The taxation charge for the Company is higher than the statutory rate of tax applicable mainly due to
certain expenses being disallowed for taxation purposes.
48
30. DIVIDENDS
THE COMPANY
2000 1999
RM RM
Declared – dividend of 5.5%
less 28% tax on the ICCPS 246,864 -
Proposed – first and final dividend of 1.5% less
28% tax (1999 – 1% less 28% tax)
on the ordinary shares 545,065 363,376
791,929 363,376
31. EARNINGS PER SHARE
Basic earnings per share is arrived at by dividing the profit after taxation attributable to shareholders
after deducting preference dividend of RM3,482,293 (1999 – RM1,678,752) by the number of
50,468,943 (1999 – 50,468,943) ordinary shares of the Company in issue during the financial year.
Diluted earnings per share is arrived at by dividing the profit after taxation attributable to shareholders
after adjusting the after-tax effect of interest expense on ICULS of RM7,890,757 (1999 – RM5,840,352)
by the adjusted weighted average number of dilutive potential ordinary shares of 81,778,949 (1999 –
75,599,378) of the Company in issue during the financial year.
In computing the number of dilutive potential ordinary shares, ICULS and ICCPS are assumed to be
converted to new ordinary shares at RM4.60 and RM1.00 per share respectively.
32. SUMMARY OF EFFECTS OF DISPOSAL OF A SUBSIDIARY COMPANY
THE GROUP
2000 1999
RM RM
Fixed assets 435,326 -
Current assets 8,083,054 -
Current liabilities (7,597,522) -
Minority interest (214,350) -
Net assets in subsidiary company disposed 706,508 -
Loss on disposal (6,508) -
Disposal consideration 700,000 -
Cash and cash equivalents disposed (239,675) -
Net cash inflow on disposal of subsidiary company 460,325 -
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
49
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
33. CASH AND CASH EQUIVALENTS
For the purpose of the cash flow statement, cash and cash equivalents comprise the following:-
THE GROUP
2000 1999
RM RM
Short term deposits 3,272,665 5,596,446
Cash and bank balances 1,563,932 1,815,107
Revolving credits (21,844,400) (20,394,400)
Bank overdrafts (17,273,479) (23,151,412)
(34,281,282) (36,134,259)
34. INTER-COMPANY TRANSACTIONS
THE COMPANY
2000 1999
RM RM
Interest paid to subsidiary companies 1,300,004 977,323
Rental paid to a subsidiary company 65,251 83,894
Administration fee received from a subsidiary company 294,000 294,000
Dividend income received from subsidiary companies 10,027,776 10,260,000
Interest received from subsidiary companies 1,213,237 2,104,698
35. RELATED PARTY TRANSACTIONS
THE GROUP
2000 1999
RM RM
Associate company
Progress billings received/receivable 22,166,028 33,198,175
Gross dividend income received - 2,083,333
Companies in which certain directors
have substantial financial interests
Progress billings received/receivable 6,023,741 8,908,626
Subcontract charges paid/payable 9,880,118 18,881,246
Management fee received/receivable 240,000 3,600,000
Transfer of fixed assets from the said company 160,000 -
In the opinion of the directors, the above transactions have been entered into in the ordinary course of
business on terms established by arm’s length negotiations between the parties.
50
36. CAPITAL COMMITMENTS
There are no significant capital commitments as at the end of the financial year.
37. CONTINGENT LIABILITIES
THE COMPANY
2000 1999
RM RM
Corporate guarantee given to banks and other
licensed financial institutions for credit facilities
granted to subsidiary companies
- funded facilities 22,409,000 22,526,000
- non-funded facilities 2,995,000 4,704,000
25,404,000 27,230,000
38. SEGMENTAL REPORTING
The Group operates wholly within Malaysia. The analysis of the Group’s operations by business activities
for the financial year ended 31 March 2000 is as follows:-
PROFIT BEFORE TAXATION
AND BEFORE TOTAL ASSETS
TURNOVER EXCEPTIONAL ITEM EMPLOYED
RM RM RM
2000
Construction and property
development 103,378,584 11,720,704 438,430,229
Manufacturing and trading 27,571,383 (61,412) 36,967,880
Investment 13,089,048 1,597,973 301,694,683
Less: Inter-segment (29,331,923) (10,695,357) (291,715,348)
114,707,092 2,561,908 485,377,444
1999
Construction and property
development 145,881,987 22,642,103 418,520,784
Manufacturing and trading 24,941,117 (390,621) 36,476,388
Investment 20,907,834 1,959,887 230,669,746
Less: Inter-segment (42,061,616) (22,123,848) (218,759,517)
149,669,322 2,087,521 466,907,401
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
51
39. SIGNIFICANT EVENTS
The following are the significant events involving the Group and the Company, during the financial
year under review:-
(a) On 28 March 1997, the Company acquired an 80% equity interest in Mixwell (M) Sdn Bhd
(Mixwell) on the condition that the main vendors and a guarantor provide profit guarantees on
the pre-tax profits of Mixwell for the financial years ending 31 March 1997 to 31 March 2000.
The Company has entered into a settlement agreement dated 30 November 1998 with the main
vendors and a guarantor which was approved by the shareholders of the Company at an
Extraordinary General Meeting held on 5 April 1999 and the Securities Commission on 5 July
1999. Pursuant to the terms of the aforesaid settlement agreement, the main vendors transferred
to the Company the balance of the 20% equity interest in Mixwell and 26 acres of a piece of
freehold development land in the Mukim of Batang Kali, District of Hulu Selangor, Selangor in
consideration for the full settlement of the guaranteed pre-tax profits for the two financial years
ended 31 March 1999 and 31 March 2000 of RM35 million and RM45 million respectively.
(b) On 30 September 1999, Syarikat Siah Brothers Trading Sdn. Bhd. ("SSBT"), a subsidiary company,
disposed of its entire 75% equity interest in SBC Design and Engineering Sdn. Bhd., for a total
cash consideration of RM700,000. The disposal resulted in an exceptional gain of RM512,500
in the accounts of SSBT and an exceptional loss of RM6,508 to the Group.
40. SUBSEQUENT EVENT
The shareholders of the Company, at an Extraordinary General Meeting held on 7 April 2000, approved
the implementation of an Employee Share Option Scheme ("ESOS"). The main features of the ESOS
are as follows:-
(a) eligible employees are employees who have served in the employment of any company within
the Group for at least one financial year;
(b) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of
the issued and paid-up ordinary share capital of the Company at any point of time during the
existence of the ESOS which shall be in force for a period of five (5) years from the date of offer.
(c) the maximum possible allocation for any single eligible employee during the existence of the
ESOS shall not be less than 1,000 nor more than 450,000 shares subject to the maximum allowable
allocation according to their respective categories;
(d) the subscription price shall be based on the weighted average market price of the shares as
shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five (5)
market days prior to the date of offer or at par value, whichever is higher; and
(e) 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.
41. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the current financial year’s
presentation.
NOTES TO THE ACCOUNTS(FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2000)
52
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 accounts set out on pages 22 to 51 are drawn up so as to give a true and fair view of the state of affairs
of the Group and of the Company at 31 March 2000 and of their results and cash flows of the Group for the
financial year ended on that date and in accordance with applicable approved accounting standards in
Malaysia.
TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN
HAJI MUHAMMAD YUNUS
SIA KWEE MOW @ SIA HOK CHAI
STATUTORY DECLARATION
I, Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), being the director primarily responsible for the
financial management of Siah Brothers Corporation Berhad , do solemnly and sincerely declare that the
accounts set out on pages 22 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
SIA KWEE MOW @ SIA HOK CHAI
Before me
STATEMENT BY DIRECTORS
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
53
We have audited the accounts set out on pages 22 to 51. The preparation of the accounts is the responsibility
of the Company’s directors. Our responsibility is to express an opinion on the accounts 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 accounts are free of
material misstatement. Our audit included examining, on a test basis, evidence relevant to the amounts and
disclosures in the accounts. 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 accounts. We believe our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the accounts 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 2000 and their results and cash
flows of the Group 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 accounts
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 accounts and the auditors’ reports thereon of the subsidiary companies for which
we have not acted as auditors, as indicated in Note 3 to the accounts.
We are satisfied that the accounts of the subsidiary companies that have been consolidated with the
Company’s accounts are in form and content appropriate and proper for the purposes of the preparation of
the consolidated accounts and we have received satisfactory information and explanations required by us
for those purposes.
The audit reports on the accounts 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.
The accounts of the previous financial year were audited by another firm of accountants.
HORWATH MOK & POON ONN KIEN HOE
Firm No: AF 0995 Approval No: 1772/11/00 (J)
Public Accountants Partner of Firm
Kuala Lumpur
21 Jun 2000
REPORT OF THE AUDITORS TO THE MEMBERS OFSIAH BROTHERS CORPORATION BERHAD
54
GROUP PROPERTIES(AS AT 31ST MARCH 2000)
Location Tenure/ Land/ Audited Net Description
Age of (Built-Up) Book Value
building Area as at 31.3.2000
(years) Sq. Ft. RM
1. Lot 172, Section 85 Freehold 2,102/ 426,750 4 storey
Town & District of (25 years) (6,404) shophouse
Kuala Lumpur for rental
Wilayah Persekutuan
(Nos. 422, 422A,
422B & 422C, Jalan Pahang,
Kuala Lumpur)
2. Lot 128, 129, 130, Freehold 5,513/ 3,739,156 61/1 storey
Section 47, Town of (20-22) (38,238) commercial
Kuala Lumpur years) building for
Wilayah Persekutuan office
(Wisma Siah Brothers headquarters
No. 74, Jalan Pahang rental
Kuala Lumpur)
3. Lot 46, Pekan Rembia Freehold 1,991/ 130,000 2 storey
District of Alor Gajah (16 years) (3,344) shophouse
AG-9417, for rental
Pekan Rembia,
78000 Alor Gajah
Melaka
4. Lot 53, Pekan Rembia Freehold 1,851 30,000 Vacant land
District of Alor Gajah (26 Years) for future
Melaka development
5. Lot 54, Pekan Rembia Freehold 3,584 11,000 Vacant land
District of Alor Gajah (26 Years) for future
Melaka development
6. Lot 31 & 32, Village Freehold 4,792/ 400,000 3 storey
of Ulu Klang, (12 years) (5,340) commercial
District of Gombak building for
Selangor Darul Ehsan factory
7. PM 253, Leasehold 88,250/ 4,639,660 Industrial
Mukim of Batu expiring on (57,600) land and
District of Gombak 5/9/2074 factory
Selangor Darul Ehsan (10 years) building
(Lot 12, Jalan Perusahaan Empat,
Batu Caves Selangor Darul Ehsan)
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
55
GROUP PROPERTIES(AS AT 31ST MARCH 2000)
Location Tenure/ Land/ Audited Net Description
Age of (Built-Up) Book Value
building Area as at 31.3.2000
(years) Sq. Ft. RM
8. P.T. No. 18229, Leasehold 44,762/ 4,631,441 Industrial
Mukim of Batu expiring on (23,576) land and
District of Gombak 5/9/2074 factory
Selangor Darul Ehsan (9 years) builiding
(Perusahaan Empat for own use
Batu Caves,
Selangor Darul Ehsan)
9. No. B1-3, B2-3, Freehold (6,595) 2,432,255 Condominium
B3-4 & B4-3, (7 years) units for
Sri Bukit Tunku rental
Kuala Lumpur
10. GM 2414, Freehold 8,886 483,523 Vacant land
Lot No. 9332 for future
Mukim Batu, Daerah development
and Negeri Wilayah
Persekutuan
11. P.T. 8995, 8997, 8999, Leasehold 1,294,584 1,003,272 Vacant land
9002-9004, 9006, 9077 expiring for future
Mukim Batu on delevopment
Daerah and Negeri 22/4/2086
Wilayah Persekutuan
12. P.T. 42031, 42033, Freehold 2,808,385 6,545,564 Vacant land
42035, 42037- 42040, for future
42042 - 42056, development
Mukim Kuala Kuantan,
District of Kuantan,
Pahang Darul Makmur
13. Unit A3, B2, B3, Freehold (14,328) 3,544,228 Condominium
C1, C3, C5, C6 (6 years) units for rental
Intan Kenny
Condominiums
29 Persiaran Bukit
Tunku, Bukit Tunku,
50480 Kuala Lumpur
14. P.T. 42029 & 42036 Feehold 542,637 832,129 Land currently
Mukim Kuala Kuantan (6 years) under
District of Kuantan development
Pahang
15. PT 9076 & 9005 Leasehold 519,164 18,150,000 Vacant land
Mukim Batu Daerah expiring on for future
and Negeri 22/4/2086 development
Wilayah Persekutuan
56
Authorised Shares Capital : RM200,000,000
Issued and Fully Paid Up Capital : RM57,301,943
Type of Shares
- Ordinary shares of RM1 each : 50,468,943
- 5.5% Irredeemable Cumulative Convertible Preference : 6,833,000
Shares of RM1 each
Voting Right : 1 vote per ordinary share
Distribution Schedule of Equity Structure
Shareholding No. of % of No. of % of
Category Shareholders Shareholders Shares Issued Capital
Less than 500 shares 12 0.34 1,730 0.00
500 - 5,000 shares 2,957 83.48 6,027,860 11.95
5,001 - 10,000 shares 297 8.39 2,438,000 4.83
10,001 - 100,000 shares 242 6.83 6,708,488 13.29
100,001 - 1,000,000 shares 26 0.73 10,249,833 20.31
Over 1,000,000 shares 8 0.23 25,043,032 49.62
Total 3,542 100.00 50,468,943 100.00
Twenty Largest Shareholders (As per Register of Members)
Name No. of Shares % of Issued
held Capital
Amanah Raya Nominees (Tempatan) Sdn. Bhd. 8,542,000 16.93
- Skim Amanah Saham Bumiputera
Permodalan Nasional Bhd.
LOM Holdings Sdn. Bhd. 3,821,832 7.57
Alliedban Nominees (Tempatan) Sdn. Bhd. 3,000,000 5.94
- Pledged Securities A/C for Evergreen Legacy Sdn. Bhd.
DB (Malaysia) Nominee (Asing) Sdn. Bhd. 2,600,000 5.15
- DBSPN for Southwark Limited
DB (Malaysia) Nominee (Asing) Sdn. Bhd. 2,570,400 5.09
- DBSPN for Penfold Holdings Limited
Sia Kwee Mow @ Sia Hok Chai 1,731,600 3.43
RHB Capital Nominees (Tempatan) Sdn. Bhd. 1,480,800 2.93
- Pledged Securities A/C for Sia Kwee Mow @ Sia Hok Chai
(STH 981069)
Sia Teong Heng 1,296,400 2.57
Nican Asia Limited 998,000 1.98
Chay Kwai Gong @ Siah Kwee Swee 817,830 1.62
Malaysia Nominees (Tempatan) Sdn. Bhd. 770,000 1.53
- Pledged Securities Account for Sia Kwee Mow (04-00014-000)
OUB Nominees (Tempatan) Sdn. Bhd. 722,000 1.43
- Pledged Securities Account for Siah Chong Hock
(T147-6110560936)
Sia Tian Soong @ Sia Tong Sang 706,661 1.40
Mun Yoke Lin 702,000 1.39
Evergreen Legacy Sdn. Bhd. 642,000 1.27
Siah Teong Woei 561,407 1.11
Siah Chong Ong 449,400 0.89
Wong Chee Choon 380,000 0.75
United Overseas Nominees (Tempatan) Sdn. Bhd. 353,723 0.70
- Pledged Securities Account for Siah Teong Chein (KL)
Siah Teong Nam 341,466 0.68
ANALYSIS OF SHAREHOLDINGSAS AT 8TH AUGUST, 2000
SIAH BROTHERS CORPORATION BERHADA N N U A L R E P O R T 2 0 0 0
57
Substantial Shareholders (As per Register of Substantial Shareholders)
Name No. of shares % of
held or beneficially Issued Capital
interested in
Direct Indirect Direct Indirect
Pemegang Amanah Raya Malaysia 8,542,000 - 16.93 -
- Skim Amanah Saham Bumiputera
LOM Holdings Sdn. Bhd. 6,821,832 (a) - 13.52 -
Sia Kwee Mow @ Sia Hok Chai 3,982,400 (b) 7,463,832 (e) 7.89 14.79
Southwark Limited 2,600,000 (C) - 5.15 -
Penfold Holdings Limited 2,570,400 (d) - 5.09 -
Sia Teong Heng 1,296,400 7,463,832 (e) 2.57 14.79
Notes :-
a) 3,000,000 shares are held in bare trust by Alliedban Nominees (Tempatan) Sdn. Bhd.
(b) 1,480,800 and 770,000 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.
and Malaysia Nominees (Tempatan) Sdn. Bhd. respectively.
(c) 2,600,000 shares are held in bare trust by DB (Malaysia) Nominee (Asing) Sdn. Bhd.
(d) 2,570,400 shares are held in bare trust by DB (Malaysia) Nominee (Asing) Sdn. Bhd.
(e) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. and Evergreen Legacy Sdn.
Bhd.
As Bare Trustee No. of shares % of
held Issued Capital
AlliedBan Nominees (Tempatan) Sdn. Bhd. 3,478,000 (1) 6.89
DB (Malaysia) Nominee (Asing) Sdn. Bhd. 5,295,400 (2) 10.49
RHB Capital Nominees (Tempatan) Sdn. Bhd. 1,546,800 (3) 3.06
Notes :-
(1) As bare trustee for Evergreen Legacy Sdn. Bhd. (3,000,000 shares); while the remaining shares are
held as bare trustee for various beneficial owners each holding less than 2% shareholdings in the
Company.
(2) As bare trustee for Southwark Limited (2,600,000 shares), Penfold Holdings Limited (2,570,400 shares);
while the remaining shares are held as bare trustee for various beneficial owners each holding less
than 2% shareholdings in the Company.
(3) As bare trustee for Sia Kwee Mow @ Sia Hok Chai (1,480,800 shares); while the remaining shares are
held as bare trustee for various beneficial owners each holding less than 2% shareholdings in the
Company.
ANALYSIS OF SHAREHOLDINGSAS AT 8TH AUGUST, 2000
PROXY FORM
SIAH BROTHERS CORPORATION BERHAD(Incorporated in Malaysia)
Company No: 199310-P
I/We, _____________________________________________________________________________________________________________________________________________________________________________________________________________
of ___________________________________________________________________________________________________________________________________________________________________________________________________________________
being a member/members of the abovenamed Company do hereby appoint ____________________________________________________________
of _______________________________________________________________________________________________________________________________________________________________________________________________________________________
or failing whom, _________________________________________________________________________ of __________________________________________________________________________________________________
as my/our proxy to vote for me/us and on my/our behalf at the Tenth Annual General Meeting of the
Company to be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74 Jalan Pahang, 53000 Kuala
Lumpur on Friday, 22 September, 2000 at 11.00 a.m. and at any adjournment thereof in the manner
indicated below :-
No. Resolution For Against
1. Adoption of Reports and Accounts
2. Declaration of a first and final dividend
3. Payment of Directors’ fees
4. Re-appointment of Director: YBhg. Tan Sri Dato’ Ir.
Muhammad Yusuff bin Haji Muhammad Yunus
5. Re-appointment of Director: YBhg. Dato’ Lim Phaik Gan
6. Re-election of Director: Dr Norraesah bt. Haji Mohamad
7. Re-election of Director: Mr. Sim Peng Choon
8. Re-appointment of Auditors
9. Authority to issue shares
(Please indicate with an “X” in the appropriate box against each resolution how you wish your proxy
to vote. If no instruction is given, this form will be taken to authorise the proxy to vote at his/her
discretion).
Dated this __________________________________________ day of ________________________________, 2000
__________________________________________________________________________
Signature of Member(s)
Notes:A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, on a poll, to vote
instead of him.
To be valid, this form duly completed must be deposited at the Registered Office of the Company not less than
forty-eight (48) hours before the time for holding the meeting. Where a member appoints more than one (1) proxy,
the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each
proxy.
If the appointor is a corporation, this form must be executed under its common seal or under the hand of the
attorney.
Number of
Shares held
Fold this flap for sealing
First fold here
STAMP
The Company Secretaries
SIAH BROTHERS CORPORATION BERHAD
Wisma Siah Brothers,
74A, Jalan Pahang,
53000 Kuala Lumpur.
Then fold here