SBC Corporation Berhad: Annual Report 2000

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


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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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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


5


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


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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


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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

10

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


11

CORPORATE STRUCTUREAs at 18 th August, 2000

12

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

-


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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


15

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.

16

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.


17

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

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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 TEONG HENG 7,463,832 - - 7,463,832

TRANSFERABLE SUBSCRIPTION RIGHTS

AT AT

1.4.1999 BOUGHT SOLD 31.3.2000

DIRECT INTEREST


DATO’ LIM PHAIK GAN - - - -

DR NORRAESAH BT HAJI MOHAMAD 4,000 - - 4,000


TRANSFERABLE SUBSCRIPTION RIGHTS

AT AT

1.4.1999 BOUGHT SOLD 31.3.2000

INDIRECT INTEREST


SIA TEONG HENG 1,746,780 - - 1,746,780


19

DIRECTORS’ REPORT

IRREDEEMABLE CONVERTIBLE UNSECURED

LOAN STOCKS

AT AT

1.4.1999 BOUGHT SOLD 31.3.2000

DIRECT INTEREST


SIM PENG CHOON 4,000 - - 4,000

SIA TEONG HENG 1,432,500 - - 1,432,500


INDIRECT INTEREST


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.


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


22


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


23

BALANCE SHEETS AT 31 MARCH 2000


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


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)



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


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)



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.



29


(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


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


33


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




% %

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


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



35





% %

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


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


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


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.


37


4. INTEREST IN ASSOCIATE COMPANIES (CONT’D)

The associate companies, all incorporated in Malaysia, are as follows:-



% %

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


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


39


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


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.



41


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


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



43


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


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



45


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


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:-


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 - -


47


27. (LOSS)/PROFIT FROM OPERATIONS (CONT’D)


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


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 -



49


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



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.


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


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


Before me

STATEMENT BY DIRECTORS


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)


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


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

SBC Corporation Berhad: Annual Report 2000

Investor Relations

Transcript of SBC Corporation Berhad: Annual Report 2000