1. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
FINANCIAL REPORT
for the financial year ended 31 March 2004
CONTENTS
Page
Directors’ Report....................................................................................................... 1
Statement by Directors ............................................................................................. 8
Statutory Declaration ................................................................................................ 8
Auditors’ Report ........................................................................................................ 9
Balance Sheets......................................................................................................... 11
Income Statements................................................................................................... 13
Statements of Changes in Equity............................................................................. 14
Cash Flow Statements ............................................................................................. 16
Notes to the Financial Statements ........................................................................... 19
2. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
The directors hereby submit their report and the audited financial statements of the Group and of the
Company for the financial year ended 31 March 2004.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and the provision of
management and administrative services to the subsidiaries. The principal activities of the
subsidiaries are disclosed in Note 6 to the financial statements. There have been no significant
changes in the nature of these activities during the financial year.
CHANGE OF NAME
On 21 October 2003, the Company changed its name from Siah Brothers Corporation Berhad to
SBC Corporation Berhad.
RESULTS THE GROUP THE COMPANY
RM RM
Profit/(Loss) after taxation for the financial year 2,072,995 (352,434)
DIVIDENDS
Since the end of the previous financial year, the Company paid a dividend of 5.5% per
Irredeemable Convertible Cumulative Preference Share (“ICCPS”) less 28% tax amounting to
RM270,587 in respect of the previous financial year, in accordance with the terms of issue of the
ICCPS and a first and final dividend of 1% per ordinary share less 28% tax amounting to
RM544,330 in respect of the previous financial year.
For the current financial year,
(a) the directors have declared the payment of a dividend of 5.5% per ICCPS less 28% tax
amounting to RM270,587, in accordance with the terms of issue of the ICCPS; and
(b) the directors recommend the payment of first and final dividend of 1% per ordinary share less
28% tax amounting to RM593,532.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year except as
disclosed in the financial statements.
Page 1
3. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
ISSUES OF SHARES AND DEBENTURES
During the financial year,
(a) there were no changes in the authorised and issued and paid-up capital of the Company;
and
(b) there were no issues of debentures by the Company.
EMPLOYEE SHARE OPTION SCHEME (“ESOS”)
Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to
subscribe for new shares of RM1 each in the Company at an exercise price of RM1.40 per share
is as follows:-
NUMBER OF
ORDINARY
SHARES OF
RM1 EACH
UNDER OPTION
At 1 April 2003 1,664,000
Lapsed during the financial year due to:
- exercised during the financial year -
- staff resignation (174,000)
At 31 March 2004 1,490,000
The salient features of the ESOS are as follows:-
(i) eligible employees are employees who have served in the employment of any company
within the Group for at least one year of continuous service;
(ii) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10%
of the total issued and paid-up ordinary share capital of the Company at any point of time
during the existence of the ESOS which shall be in force for a period of 5 years from the date
of offer;
(iii) the possible allocation for any single eligible employee during the existence of the ESOS
shall not be less than 1,000 or more than 450,000 shares subject to the maximum allowable
allocation according to their respective categories;
(iv) the subscription price was based on the weighted average market price of the shares as
shown in the Daily Official List of the Bursa Malaysia Securities Berhad for the 5 market days
prior to the date of offer with an allowance for a discount of not more than 10% therefrom or
at par value, whichever is higher; and
Page 2
4. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
EMPLOYEE SHARE OPTION SCHEME (“ESOS”) (CONT’D)
(v) the shares to be allotted upon any exercise of an option will, upon allotment, rank pari passu
in all respects with the existing issued and paid-up ordinary shares of the Company.
OPTIONS GRANTED OVER UNISSUED SHARES
During the financial year, no options were granted by the Company to any person to take up any
unissued shares in the Company, other than the existing options under the ESOS and
Transferable Subscription Rights (“TSRs”). The Company issued a total of 17,076,200 TSRs, the
expiry date of which had been extended to 20 February 2004. The TSRs entitle the holders
thereof the right to subscribe for new ordinary shares of RM1 each on the basis of 1 new ordinary
share of RM1 each for every TSR held at a pre-determined subscription price of RM3.50 per
share.
During the financial year, none of the subscription rights under the TSRs were exercised and the
TSRs expired on 20 February 2004.
BAD AND DOUBTFUL DEBTS
Before the financial statements of the Group and of the Company were made out, the directors took
reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts
and the making of allowance for doubtful debts, and satisfied themselves that there are no known
bad debts and that adequate allowance had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances that would require the
writing off of bad debts, or additional allowance for doubtful debts in the financial statements of the
Group and of the Company.
CURRENT ASSETS
Before the financial statements of the Group and of the Company were made out, the directors took
reasonable steps to ascertain that any current assets other than debts, which were unlikely to be
realised in the ordinary course of business, including their values as shown in the accounting records
of the Group and of the Company, have been written down to an amount which they might be
expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the
values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
Page 3
5. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which
render adherence to the existing methods of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
The contingent liabilities of the Company are disclosed in Note 43 to the financial statements. At the
date of this report, there does not exist:-
(a) 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
(b) any contingent liability of the Group and of the Company which has arisen since the end of
the financial year.
No contingent or other liability of the Group and of the Company has become enforceable or is likely
to become enforceable within the period of twelve months after the end of the financial year which, in
the opinion of the directors, will or may substantially affect the ability of the Group and of the
Company to meet their obligations when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in
this report or the financial statements of the Group and of the Company which would render any
amount stated in the financial statements misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company during the financial year were not, in
the opinion of the directors, substantially affected by any item, transaction or event of a material and
unusual nature.
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.
Page 4
6. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
DIRECTORS
The directors who served since the date of the last report are as follows:-
SIA KWEE MOW @ SIA HOK CHAI
SIA TEONG HENG
MUN CHONG SHING @ MUN CHONG TIAN
DATO’ LIM PHAIK GAN
DATO’ DR. NORRAESAH BT HAJI MOHAMAD
DATUK SIM PENG CHOON (RESIGNED ON 19.8.2003)
ABDUL RAHMAN BIN A. SHUKOR (ALTERNATE TO DATUK SIM PENG CHOON; CEASED ON
19.8.2003)
DATO’ ZAINOL ABIDIN BIN HAJI A. HAMID (APPOINTED ON 10.10.2003)
AHMAD FIZAL BIN OTHMAN (APPOINTED ON 24.2.2004)
Pursuant to Section 129 of the Companies Act, 1965, Sia Kwee Mow @ Sia Hok Chai and Dato’ Lim
Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for re-appointment
under the provisions of Section 129(6) of the said Act to hold office until the next Annual General
Meeting of the Company.
Pursuant to Article 77 of the Articles of Association of the Company, Sia Teong Heng retires by
rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.
Pursuant to Article 84 of the Articles of Association of the Company, Dato’ Zainol Abidin Bin Haji A.
Hamid and Ahmad Fizal Bin Othman retire at the forthcoming Annual General Meeting and offer
themselves for re-election.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors holding office at the
end of the financial year, in shares, TSRs and options under the ESOS in the Company during the
financial year are as follows:-
NUMBER OF ORDINARY SHARES OF RM1 EACH
AT AT
1.4.2003 BOUGHT SOLD 31.3.2004
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOCK CHAI 1,480,800 - - 1,480,800
SIA TEONG HENG 334,992 993,000 - 1,327,992
MUN CHONG SHING @ MUN CHONG TIAN 21,782 - - 21,782
DATO’ LIM PHAIK GAN 11,000 - (11,000) -
INDIRECT INTERESTS
SIA KWEE MOW @ SIA HOCK CHAI 19,498,523 - - 19,498,523
SIA TEONG HENG 19,498,523 - - 19,498,523
Page 5
7. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
DIRECTORS’ INTERESTS (CONT’D)
TSRs
AT AT
1.4.2003 BOUGHT EXPIRED 31.3.2004
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOCK CHAI 3,078,500 - (3,078,500) -
DATO’ DR. NORRAESAH BT HAJI MOHAMAD 4,000 - (4,000) -
MUN CHONG SHING @ MUN CHONG TIAN 12,500 - (12,500) -
INDIRECT INTERESTS
SIA KWEE MOW @ SIA HOCK CHAI 1,746,780 - (1,746,780) -
SIA TEONG HENG 1,746,780 - (1,746,780) -
NUMBER OF ORDINARY SHARES OF RM1 EACH
UNDER OPTION
AT AT
1.4.2003 GRANTED EXERCISED 31.3.2004
DIRECT INTERESTS
SIA KWEE MOW @ SIA HOCK CHAI 450,000 - - 450,000
SIA TEONG HENG 350,000 - - 350,000
By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng
are deemed to have interests in the shares in the subsidiaries to the extent of the Company’s
interests, in accordance with Section 6A of the Companies Act, 1965.
None of the other directors holding office at the end of the financial year had any interests in
shares, TSRs or options under the ESOS of the Company or its related corporations during the
financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive
any benefit (other than a benefit included in the aggregate amount of emoluments received or due
and receivable by directors as shown in the financial statements, or the fixed salary of a full-time
employee of the Company) by reason of a contract made by the Company or a related corporation
with the director or with a firm of which the director is a member, or with a company in which the
director has a substantial financial interest except for any benefits which may be deemed to arise
from transactions entered into in the ordinary course of business with companies in which certain
directors have substantial financial interests as disclosed in Note 42 to the financial statements.
Neither during nor at the end of the financial year was the Company or its subsidiaries a party to any
arrangements whose object is to enable the directors to acquire benefits by means of the acquisition
of shares in or debentures of the Company or any other body corporate except for the share options
granted pursuant to the ESOS.
Page 6
8. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
DIRECTORS’ REPORT
SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE
The significant event subsequent to the balance sheet date involving the Group and the Company is
disclosed in Note 45 to the financial statements.
AUDITORS
The auditors, Messrs. Horwath, have expressed their willingness to continue in office.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS
Sia Kwee Mow @ Sia Hok Chai
Mun Chong Shing @ Mun Chong Tian
Kuala Lumpur
20 July 2004
Page 7
9. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
STATEMENT BY DIRECTORS
We, Sia Kwee Mow @ Sia Hok Chai and Mun Chong Shing @ Mun Chong Tian, being two of the
directors of SBC Corporation Berhad (formerly known as Siah Brothers Corporation Berhad),
state that, in the opinion of the directors, the financial statements set out on pages 11 to 69 are
drawn up in accordance with applicable approved accounting standards in Malaysia and the
provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of
the Group and of the Company at 31 March 2004 and of their results and cash flows for the
financial year ended on that date.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS
Sia Kwee Mow @ Sia Hok Chai Mun Chong Shing @ Mun Chong Tian
Kuala Lumpur
20 July 2004
STATUTORY DECLARATION
I, Ng Kee Chye, I/C No. 640324-06-5691, being the officer primarily responsible for the financial
management of SBC Corporation Berhad (formerly known as Siah Brothers Corporation Berhad),
do solemnly and sincerely declare that the financial statements set out on pages 11 to 69 are, to
the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously
believing the same to be true and by virtue of the provisions of the Statutory Declarations Act,
1960.
Subscribed and solemnly declared by
Ng Kee Chye, I/C No. 640324-06-5691,
at Kuala Lumpur in the Federal Territory
on this 20 July 2004
Ng Kee Chye
Before me,
HARON HASHIM (W128)
Commissioner for Oaths
Kuala Lumpur
20 July 2004
Page 8
10. REPORT OF THE AUDITORS TO THE MEMBERS OF
SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
Company No : 199310 - P
We have audited the financial statements set out on pages 11 to 69. The preparation of the
financial statements is the responsibility of the Company’s directors. Our responsibility is to
express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with approved standards on auditing in Malaysia. These
standards require that we plan and perform the audit to obtain reasonable assurance that the
financial statements are free of material misstatement. Our audit included examining, on a test
basis, evidence relevant to the amounts and disclosures in the financial statements. Our audit
also included an assessment of the accounting principles used and significant estimates made
by the directors as well as evaluating the overall adequacy of the presentation of information in
the financial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion,
(a) the financial statements are properly drawn up in accordance with the provisions of the
Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to
give a true and fair view of:-
(i) the state of affairs of the Group and of the Company at 31 March 2004 and their
results and cash flows for the financial year ended on that date; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with
in the financial statements of the Group and of the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965
to be kept by the Company and by the subsidiaries of which we have acted as auditors
have been properly kept in accordance with the provisions of the said Act.
We have considered the financial statements and the auditors’ reports thereon of the
subsidiaries for which we have not acted as auditors, as indicated in Note 6 to the financial
statements.
Page 9
11. REPORT OF THE AUDITORS TO THE MEMBERS OF
SBC CORPORATION BERHAD (CONT’D)
(Formerly known as Siah Brothers Corporation Berhad)
Company No : 199310 - P
We are satisfied that the financial statements of the subsidiaries that have been consolidated
with the Company’s financial statements are in form and content appropriate and proper for the
purposes of the preparation of the consolidated financial statements and we have received
satisfactory information and explanations required by us for those purposes.
The audit reports on the financial statements of the subsidiaries were not subject to any
qualification and did not include any comments made under Section 174 (3) of the said Act.
Horwath Onn Kien Hoe
Firm No: AF 1018 Approval No: 1772/11/04 (J/PH)
Chartered Accountants Partner
Kuala Lumpur
20 July 2004
Page 10
12. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
BALANCE SHEETS AT 31 MARCH 2004
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
ASSETS
Investment in
subsidiaries 6 - - 211,064,785 211,064,785
Interest in associates 7 112,064,656 110,700,175 2,400,000 2,400,000
Property, plant and
equipment 8 36,246,114 35,812,639 35,428 53,152
Investment properties 9 41,391,466 41,774,547 - -
Other assets 10 247,107 382,107 - -
Goodwill on
consolidation 11 27,317,640 27,271,844 - -
217,266,983 215,941,312 213,500,213 213,517,937
CURRENT ASSETS
Inventories 12 8,604,731 14,109,911 - -
Property development
in progress 13 50,449,300 54,738,163 - -
Receivables 14 66,593,226 68,079,974 209,050 123,962
Amount owing by
contract customers 15 4,775,992 685,256 - -
Amounts owing by
subsidiaries 16 - - 55,919,091 52,644,365
Amount owing by
associates 17 5,533,926 5,525,184 11,434 11,434
Tax recoverable 18 8,331,990 5,350,142 11,823,151 11,265,166
Short term deposits
with licensed banks 19 1,407,125 1,422,125 1,239,225 1,239,225
Cash and bank
balances 20 3,474,278 6,084,094 2,012,100 5,201,131
149,170,568 155,994,849 71,214,051 70,485,283
LESS: CURRENT
LIABILITIES
Amount owing to
contract customers 15 1,601,053 4,769,567 - -
Payables 21 28,718,800 26,618,315 230,925 331,492
Amounts owing to
subsidiaries 16 - - 12,563,323 12,635,183
Amounts owing to
associates 17 78,236 65,500 - -
Amounts owing to
directors 22 2,450,481 2,450,481 1,967,680 1,967,680
Dividend payable 270,587 270,587 270,587 270,587
Short term borrowings 23 39,941,312 47,707,856 11,580,169 11,413,736
ABBA Bonds 24 2,478,450 2,478,450 2,478,450 2,478,450
75,538,919 84,360,756 29,091,134 29,097,128
NET CURRENT ASSETS 73,631,649 71,634,093 42,122,917 41,388,155
290,898,632 287,575,405 255,623,130 254,906,092
The annexed notes form an integral part of these financial statements. Page 11
13. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
BALANCE SHEETS AT 31 MARCH 2004 (CONT’D)
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
FINANCED BY:-
Share capital 25 82,435,000 82,435,000 82,435,000 82,435,000
Reserves 26 135,939,954 134,681,876 133,476,597 134,643,948
Shareholders’ equity 218,374,954 217,116,876 215,911,597 217,078,948
ABBA Bonds 24 39,711,533 37,827,144 39,711,533 37,827,144
Deferred liabilities 27 32,812,145 32,631,385 - -
290,898,632 287,575,405 255,623,130 254,906,092
NET TANGIBLE ASSETS
PER ORDINARY
SHARE(RM) 31 244 sen 242 sen
The annexed notes form an integral part of these financial statements. Page 12
14. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
INCOME STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
TURNOVER 32 86,316,639 69,828,919 7,220,737 8,982,613
COST OF SALES 33 (68,900,779) (48,699,540) - -
GROSS PROFIT 17,415,860 21,129,379 7,220,737 8,982,613
OTHER OPERATING
INCOME 3,911,925 3,097,647 - -
ADMINISTRATIVE
EXPENSES (7,420,741) (6,793,398) (891,180) (1,069,681)
OTHER OPERATING
EXPENSES (3,270,390) (9,417,624) (326,746) (156,715)
PROFIT FROM
OPERATIONS 10,636,654 8,016,004 6,002,811 7,756,217
FINANCE COSTS (7,263,617) (6,793,334) (5,533,390) (4,464,721)
SHARE OF PROFIT
OF ASSOCIATES 3,623,112 3,926,816 - -
PROFIT BEFORE
TAXATION 34 6,996,149 5,149,486 469,421 3,291,496
TAXATION 35 (4,923,154) (3,138,593) (821,855) (913,324)
PROFIT/(LOSS)
AFTER TAXATION 2,072,995 2,010,893 (352,434) 2,378,172
Earnings per share
- basic 36 2.4 sen 2.4 sen
- diluted 36 N/A N/A
Dividend per ordinary
share
- final 37 - 1 sen
The annexed notes form an integral part of these financial statements. Page 13
15. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
STATEMENTS OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
SHARE
SHARE APPLICATION SHARE RETAINED CAPITAL
NOTE CAPITAL ACCOUNT PREMIUM PROFITS RESERVE TOTAL
RM RM RM RM RM RM
THE GROUP
Balance at 1.4.2002 57,301,943 115,600,000 20,995,752 20,328,676 1,199,999 215,426,370
Issuance of shares 25,133,057 - - - - 25,133,057
Reversal of share application account - (115,600,000) - - - (115,600,000)
Share premium arising from issuance of shares - - 90,471,143 - - 90,471,143
Expenses incurred on conversion of ICULS - - (54,000) - - (54,000)
Profit after taxation for the financial year - - - 2,010,893 - 2,010,893
Dividends 37 - - - (270,587) - (270,587)
Balance at 31.3.2003/1.4.2003 82,435,000 - 111,412,895 22,068,982 1,199,999 217,116,876
Profit after taxation for the financial year - - - 2,072,995 - 2,072,995
Dividends 37 - - - (814,917) - (814,917)
Balance at 31.3.2004 82,435,000 - 111,412,895 23,327,060 1,199,999 218,374,954
The annexed notes form an integral part of these financial statements. Page 14
16. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
STATEMENTS OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004 (CONT’D)
SHARE
SHARE APPLICATION SHARE RETAINED CAPITAL
NOTE CAPITAL ACCOUNT PREMIUM PROFITS RESERVE TOTAL
RM RM RM RM RM RM
THE COMPANY
Balance at 1.4.2002 57,301,943 115,600,000 20,995,752 21,123,468 - 215,021,163
Issuance of shares 25,133,057 - - - - 25,133,057
Reversal of share application account - (115,600,000) - - - (115,600,000)
Share premium arising from issuance of shares - - 90,471,143 - - 90,471,143
Expenses incurred on conversion of ICULS - - (54,000) - - (54,000)
Profit after taxation for the financial year - - - 2,378,172 - 2,378,172
Dividends 37 - - - (270,587) - (270,587)
Balance at 31.3.2003/1.4.2003 82,435,000 - 111,412,895 23,231,053 - 217,078,948
Loss after taxation for the financial year - - - (352,434) - (352,434)
Dividends 37 - - - (814,917) - (814,917)
Balance at 31.3.2004 82,435,000 - 111,412,895 22,063,702 - 215,911,597
The retained profits of the Group are attributable to/(absorbed by):-
2004 2003
RM RM
The Company 22,063,702 23,231,053
Subsidiaries (15,582,983) (16,643,931)
Associates 16,846,341 15,481,860
23,327,060 22,068,982
The annexed notes form an integral part of these financial statements. Page 15
17. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
CASH FLOW STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
CASH FLOWS FROM/
(FOR) OPERATING ACTIVITIES
Profit before taxation 6,996,149 5,149,486 469,421 3,291,496
Adjustments for:-
Allowance for doubtful debts 828,553 8,625,447 - -
Amortisation of bonds
expenses 303,272 134,364 303,272 134,364
Bad debts written off - 110,965 - -
Depreciation and
amortisation of property,
plant and equipment 446,060 406,603 23,474 22,351
Interest expense /
finance charges 7,110,435 6,407,721 5,506,995 4,442,243
Loss on disposal of
investment properties 1,557,400 150,154 - -
Plant and equipment
written off 13,663 - - -
Other investment
written off 135,000 - - -
Dividend income - - (4,928,000) (8,090,000)
Gain on disposal of
property, plant and
equipment (313,882) (7,302) - -
Interest income (107,322) (110,604) (612,688) (622,613)
Writeback of diminution
in value of inventory - (6,527) - -
Writeback of allowance
for doubtful debts - (1,988,813) - -
Share of profit in
associates (3,623,112) (3,926,816) - -
Operating profit/(loss)
before working capital
changes 13,346,216 14,944,678 762,474 (822,159)
Decrease in inventories 5,505,180 10,089,220 - -
Decrease/(Increase) in property
development-in-progress 4,712,161 (15,568,195) - -
Decrease/(Increase) in
trade and other receivables 658,195 11,175,302 (85,088) 6,277,255
Increase/(Decrease) in
trade and other payables 1,707,814 (8,910,013) (100,567) 86,070
(Decrease)/Increase in amount
owing to contract customers (7,259,250) 2,287,849 - -
CASH FROM OPERATIONS 18,670,316 14,018,841 576,819 5,541,166
Interest paid (3,402,444) (4,702,299) (1,375,706) (1,880,098)
Taxes paid (6,780,583) (3,377,151) - -
NET CASH FROM/(FOR)
OPERATING ACTIVITIES
CARRIED FORWARD 8,487,289 5,939,391 (798,887) 3,661,068
The annexed notes form an integral part of these financial statements. Page 16
18. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
CASH FLOW STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004 (CONT’D)
THE GROUP THE COMPANY
2004 2003 2004 2003
NOTE RM RM RM RM
NET CASH FROM/
(FOR) OPERATING
ACTIVITIES
BROUGHT FORWARD 8,487,289 5,939,391 (798,887) 3,661,068
CASH FLOWS FROM/
(FOR) INVESTIING
ACTIVITIES
Interest received 107,322 641,078 612,688 622,613
Dividends received
from subsidiaries - - 2,304,000 3,816,000
Dividends received
from associates 1,526,883 2,116,800 1,244,160 2,008,800
Net cash outflow on
acquisition of
subsidiary 38 - (34,835,444) - (35,000,000)
Expenses incurred
on acquisition of
subsidiary - - - (654,225)
Purchase of property,
plant and equipment (924,876) (201,665) (5,750) -
Purchase of
investment properties (3,110,115) (3,438,068) - -
Hotel development
expenditure - (386,797) - -
Proceeds from
disposal of property,
plant and equipment 345,560 149,222 - -
Proceeds from
disposal of investment
properties 1,910,000 952,000 - -
Incidental expenses
on investment
properties (20,000) (42,589) - -
Withdrawal/(Placement)
of cash in sinking fund
account 3,188,398 (5,198,398) 3,188,398 (5,198,398)
NET CASH FROM/(FOR)
INVESTING ACTIVITIES 3,023,172 (40,243,861) 7,343,496 (34,405,210)
The annexed notes form an integral part of these financial statements. Page 17
19. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
CASH FLOW STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004 (CONT’D)
THE GROUP THE COMPANY
2004 2003 2004 2003
Note RM RM RM RM
CASH FLOWS (FOR)/FROM
FINANCING ACTIVITIES
Payment of bonds
expenses (71,722) - (71,722) -
Proceeds from
issuance of shares - 4,200 - 4,200
Proceeds from bonds 24 - 38,848,310 - 38,848,310
Repayment of bonds 24 (2,478,450) (1,239,225) (2,478,450) (1,239,225)
Net repayment by/
(Advances to)
associates 3,994 (42,209) - 40,449
Net advances to
subsidiaries - - (3,346,586) (14,433,234)
Dividend paid to
shareholders of the
Company (544,330) - (544,330) -
Payment of expenses on
conversion of ICULS - (54,000) - (54,000)
Dividend paid to
holders of ICCPS (270,587) (270,587) (270,587) (270,587)
Repayment of revolving credit (500,000) (3,280,000) - (680,000)
Repayment of loans (6,460,269) (4,103,454) - -
Repayment to hire
purchase payables (87,784) (87,784) - -
NET CASH (FOR)/FROM
FINANCING ACTIVITIES (10,409,148) 29,775,251 (6,711,675) 22,215,913
NET INCREASE/(DECREASE)
IN CASH AND CASH
EQUIVALENTS 1,101,313 (4,529,219) (167,066) (8,528,229)
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF FINANCIAL
YEAR (18,870,095) (14,340,876) (5,171,778) 3,356,451
CASH AND CASH
EQUIVALENTS AT
END OF THE
FINANCIAL YEAR 39 (17,768,782) (18,870,095) (5,338,844) (5,171,778)
The annexed notes form an integral part of these financial statements. Page 18
20. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
1. GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the
Malaysian Companies Act, 1965. The domicile of the Company is in Malaysia. The
registered office, which is also the principal place of business, is at Wisma Siah Brothers,
74A, Jalan Pahang, 53000 Kuala Lumpur.
The financial statements were authorised for issue by the Board of Directors in
accordance with a resolution of the directors dated 20 July 2004.
2. PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and the provision
of management and administrative services to the subsidiaries. The principal activities of the
subsidiaries are disclosed in Note 6 to the financial statements. There have been no
significant changes in the nature of these activities during the financial year.
3. FINANCIAL RISK MANAGEMENT POLICIES
The Group's financial risk management policy seeks to ensure that adequate financial
resources are available for the development of the Group's business whilst managing its
currency, interest rate, market, credit, liquidity and cash flow risks. The Group operates
within defined guidelines that are approved by the Board and the policies in respect of the
major areas of treasury activity are as follows:
(a) Currency Risk
The Group does not have material foreign currency transactions, assets or
liabilities and hence is not exposed to any significant or material currency risks.
(b) Interest Rate Risk
The Group obtains financing through bank borrowings and hire purchase. Its
policy is to obtain the most favourable interest rates available without increasing
its foreign currency exposure.
Surplus funds are placed with reputable financial institutions at the most
favourable interest rates.
Page 19
21. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
3. FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)
(c) Market Risk
The Group’s principal exposure to market risks arises mainly from changes in
quoted equity prices. The Group does not use derivative instruments to manage
equity risk.
(d) Credit Risk
The Group's exposure to credit risks, or the risk of counterparties defaulting,
arises mainly from cash deposits and receivables. The maximum exposure to
credit risks is represented by the total carrying amount of these financial assets in
the balance sheet reduced by the effects of any netting arrangements with
counterparties.
The Group does not have any major concentration of credit risk related to any
individual customer or counterparty except for the amount owing by a major
customer which constitutes approximately 61% of trade receivables. The details
pertaining to the aforesaid amount are set out in Note 14 to the financial
statements.
The Group manages its exposure to credit risk by investing its cash assets safely
and profitably, and by the application of credit approvals, credit limits and
monitoring procedures on an ongoing basis.
(e) Liquidity and Cash Flow Risk
The Group's exposure to liquidity and cashflow risks arises mainly from general
funding and business activities.
It practises prudent liquidity risk management by maintaining sufficient cash
balances and the availability of funding through certain committed credit facilities.
4. BASIS OF ACCOUNTING
The financial statements are prepared under the historical cost convention and modified to
include other bases of valuation as disclosed in other sections under significant accounting
policies, and in compliance with applicable approved accounting standards in Malaysia and
the provisions of the Companies Act, 1965.
MASB 32 - Property Development Activities has been adopted in the financial statements of
the Group prior to its effective date.
Page 20
22. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the
Company and all its subsidiaries made up to 31 March 2004.
A subsidiary is defined as a company in which the parent company holds directly or
indirectly more than 50% of the equity share capital and has the power to exercise
control over its financial and operating policies.
All subsidiaries are consolidated using the acquisition method of accounting. Under
the acquisition method of accounting, the results of subsidiaries acquired or disposed
off are included from the date of acquisition or up to the date of disposal. At the date
of acquisition, the fair value of the subsidiaries’ net assets are determined and these
values are reflected in the consolidated financial statements.
Intragroup transactions, balances and unrealised gains on transactions are
eliminated; unrealised losses are also eliminated unless cost cannot be recovered.
Where necessary, adjustments are made to the financial statements of subsidiaries
to ensure consistency of accounting policies with those of the Group.
(b) Goodwill or Negative Goodwill On Consolidation
Goodwill represents the excess of the fair value of the purchase consideration over
the Group’s share of the fair values of the separable net assets of subsidiaries at the
date of acquisition. Negative goodwill represents the excess of the Group’s share of
the fair values of the separable net assets of subsidiaries at the date of acquisition
over the fair value of the purchase consideration.
Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is
reviewed annually, and is written down for impairment where it is considered
necessary. The impairment value of goodwill is taken to the consolidated income
statement.
Page 21
23. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(c) Associates
Associates are enterprises in which the Group exercises significant influence.
Significant influence is the power to participate in the financial and operating policy
decisions of the associates but not control over those policies. Investments in
associates are accounted for in the consolidated financial statements by the equity
method of accounting.
Equity accounting involves recognising in the income statement the Group’s share of
the results of the associates for the period. The Group’s investment in associates is
carried in the balance sheet at an amount that reflects its share of the assets of the
associates and includes goodwill (net of accumulated amortisation) on acquisition. At
the date of acquisition, the fair value of the associates’ net assets are determined and
these values are reflected in the consolidated financial statements. Equity accounting
is discontinued when the carrying amount of the investment in an associate reaches
zero, unless the Group has incurred obligations or guaranteed obligations in respect
of the associate.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group’s interest in the associates; unrealised losses
are also eliminated unless the transaction provides evidence on impairment of the
asset transferred.
Where necessary, in applying the equity method, adjustments are made to the
financial statements of associates to ensure consistency of accounting policies with
those of the Group.
(d) Property, Plant and Equipment
Property, plant and equipment, other than freehold land, are stated at cost less
accumulated depreciation or amortisation. Freehold land is stated at cost and is not
depreciated.
Leasehold land having an unexpired term of more than fifty years is not amortised.
The non-amortisation of the long term leasehold land has no material effect on the
financial statements.
Depreciation and amortisation is calculated under the straight-line method to write off
the cost of the assets over their estimated useful lives. The principal annual rates
used for this purpose are:-
Sales office 20%
Plant and machinery, construction machinery and
equipment 5% - 20%
Formwork, scaffoldings and containers 10% - 25%
Office renovation, office equipment, computers,
furniture and fittings, tools and fittings 5% - 20%
Motor vehicles 20%
Page 22
24. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(e) Impairment of Assets
The carrying amounts of assets, other than those to which MASB Standard 23
Impairment of Assets does not apply, are reviewed at each balance sheet date for
impairment when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with their
recoverable amounts.
An impairment loss is charged to the income statement immediately unless the
asset is carried at its revalued amount. Any impairment loss of a revalued asset is
treated as a revaluation decrease to the extent of a previously recognised
revaluation surplus for the same asset.
In respect of assets other than goodwill, and when there is a change in the
estimates used to determine the recoverable amount, a subsequent increase in
the recoverable amount of an asset is treated as a reversal of the previous
impairment loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and depreciation) had
no impairment loss been recognised. The reversal is recognised in the income
statement immediately, unless the asset is carried at its revalued amount. A
reversal of an impairment loss on a revalued asset is credited directly to the
revaluation surplus. However, to the extent that an impairment loss on the same
revalued asset was previously recognised as an expense in the income
statement, a reversal of that impairment loss is recognised as income in the
income statement.
(f) Investments
Investments in subsidiaries, associates and joint ventures are initially stated at cost in
the balance sheet of the Company, and are reviewed for impairment at the end of the
financial year if events or changes in circumstances indicate that their carrying values
may not be recoverable.
(g) Investment Properties
Investments properties consist of investments in land and buildings that are not
substantially occupied for use by, or in the operations, of the Company/Group.
Page 23
25. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(g) Investment Properties (Cont’d)
Investments properties are treated as long term investment. They are initially stated
at cost and are subject to revaluations which are carried out by an independent
valuer on a regular basis. Any revaluation increase is recognised in equity as a
revaluation surplus; any decrease is first offset against any unutilised previously
recognised revaluation surplus in respect of the same investment property, and the
balance is thereafter recognised as an expense. A revaluation increase is recognised
as income to the extent that it reverses a revaluation decrease of the same property
previously recognised as an expense.
On disposal of an investment, the difference between the net disposal proceeds and
the carrying amount is charged to the income statement; any amount in revaluation
reserve relating to that investment property is transferred to retained earnings.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value. The unsold
completed properties are stated at the lower of cost and net realisable value. For
finished goods and work-in-progress, cost includes direct labour and appropriate
production overheads.
The cost of unsold completed properties comprise the relevant cost of land,
development expenditure and related interest cost incurred during the development
period.
In arriving at net realisable value, due allowance is made for all damaged, obsolete
and slow-moving items.
(i) Property Development Costs
Property development costs comprise costs associated with the acquisition of land
and all costs that are directly attributable to development activities or that can be
allocated on a reasonable basis to such activities.
Property development costs that are not recognised as an expense are
recognised as an asset and carried at the lower of cost and net realisable value.
When the financial outcome of a development activity can be reliably estimated,
the amount of property revenues and expenses recognised in the income
statement are determined by reference to the stage of completion of development
activity at the balance sheet date.
Page 24
26. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(i) Property Development Costs (Cont’d)
When the financial outcome of a development activity cannot be reliably
estimated, the property development revenue is recognised only to the extent of
property development costs incurred that will be recoverable. The property
development costs on the development units sold are recognised as an expense
in the period in which they are incurred.
Where it is probable that property development costs will exceed property
development revenue, any expected loss is recognised as an expense immediately,
including costs to be incurred over the defects liability period.
The financial effects on the change in accounting policy with respect to the treatment
of property development costs is considered not material.
(j) Amount Owing By/To Contract Customers
The amount owing by/to contract customers is stated at cost plus profits attributable
to contracts in progress less progress billings and provision for foreseeable losses, if
any. Cost includes direct materials, labour and applicable overheads.
(k) Receivables
Receivables are carried at anticipated realisable value. Bad debts are written off in
the period in which they are identified. An estimate is made for doubtful debts based
on a review of all outstanding amounts at the balance sheet date.
(l) Payables
Trade and other payables are stated at cost which is the fair value of the
consideration to be paid in the future for goods and services received.
Page 25
27. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(m) Interest-bearing Borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds
received, net of transaction costs.
Borrowing costs directly attributable to the acquisition and construction of
development properties and property, plant and equipment are capitalised as part of
the cost of those assets, until such time as the assets are ready for their intended use
or sale.
All other borrowing costs are charged to the income statement as an expense in the
period in which they are incurred.
(n) Bonds
Bonds issued by the Company and the Group are initially recognised based on
proceeds received, net of issuance expenses incurred and are adjusted in
subsequent years for amortisation of premium and/or accretion of discount to
maturity, using the effective yield method. The premium amortised and/or discount
accreted is recognised in the income statement over the period of the bonds.
(o) Taxation
Taxation for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable
profit for the year and is measured using the tax rates that have been enacted or
substantially enacted at the balance sheet date.
Previously, deferred taxation was provided using the liability method on all material
timing differences except where no liability was expected to arise in the foreseeable
future. Deferred tax benefit was only recognised when there was reasonable
expectation of realisation in the foreseeable future.
During the financial year, the accounting policy for deferred taxation has been
changed to comply with MASB 25 - Income Taxes. Deferred taxation is now provided
in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences other than
those that arise from goodwill or negative goodwill or from the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time
of the transaction, affects neither accounting profit nor taxable profit.
Page 26
28. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(o) Taxation (Cont’d)
Deferred tax assets are recognised for all deductible temporary differences, unused
tax losses and unused tax credits to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, unused tax
losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the period when the asset is realised or the liability is settled, based on the
tax rates that have been enacted or substantially enacted at the balance sheet date.
Deferred tax is recognised in the income statement, except when it arises from a
transaction which is recognised directly in equity, in which case the deferred tax is
also charged or credited directly in equity, or when it arises from a business
combination that is an acquisition, in which case the deferred tax is included in the
resulting goodwill or negative goodwill. The carrying amounts of deferred tax assets
are reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the
deferred tax assets to be utilised.
The financial effect on the change in accounting policy with respect to the
treatment of deferred taxation is considered not material.
(p) Foreign Currencies
Transactions in foreign currencies are converted into Ringgit Malaysia at the
approximate rates of exchange ruling at the transaction dates. Monetary assets and
liabilities in foreign currencies at the balance sheet date are translated at the rates
ruling as of that date. All exchange differences are taken to the income statement.
(q) Assets under Hire Purchase
Equipment acquired under hire purchase are capitalised in the financial
statements and are depreciated in accordance with the policy set out in Note 5(d)
above. Each hire purchase payment is allocated between the liability and finance
charges so as to achieve a constant rate on the finance balance outstanding.
Finance charges are allocated to the income statement over the periods of the
respective hire purchase agreements.
Page 27
29. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(r) Equity Instruments
Ordinary shares and convertible preference shares are classified as equity.
(s) Dividends
Dividends on equity are recognised as liabilities when declared and approved.
(t) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, demand
deposits, deposits pledged with financial institutions, bank overdrafts and short term,
highly liquid investments that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
(u) Financial Instruments
Financial instruments are recognised in the balance sheet when the Company has
become a party to the contractual provisions of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the
substance of the contractual arrangement. Interest, dividends, gains and losses
relating to a financial instrument classified as a liability, are reported as expense or
income. Distributions to holders of financial instruments classified as equity are
charged directly to equity.
Financial instruments are offset when the Company has a legally enforceable right to
offset and intends to settle either on a net basis or to realise the asset and settle the
liability simultaneously.
Financial instruments recognised in the balance sheet are disclosed in the individual
policy statement associated with each item.
Page 28
30. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(v) Income Recognition
(i) Construction Contracts
Revenue on contracts is recognised on the percentage of completion
method unless the outcome of the contract cannot be reliably determined,
in which case revenue on contracts is only recognised to the extent of
contract costs incurred that are recoverable. Foreseeable losses, if any,
are provided for in full as and when it can be reasonably ascertained that
the contract will result in a loss.
The stage of completion is determined based on surveys of work performed.
(ii) Property Development
Revenue from property development is recognised from the sale of
completed and uncompleted development properties.
Revenue from the sale of completed properties is recognised when the sale is
contracted.
Revenue on uncompleted properties contracted for sale is recognised based
on the stage of completion method unless the outcome of the development
cannot be reliably determined in which case the revenue on the development
is only recognised to the extent of development costs incurred that are
recoverable.
The stage of completion is determined based on the proportion that the
development costs incurred for work performed to date bear to the estimated
total development costs.
Foreseeable losses, if any, are recognised immediately in the income
statement.
Foreseeable losses, if any, are provided for in full as and when it can be
reasonably ascertained that the development will result in a loss.
(iii) Revenue from Sales of Goods
Sales are recognised upon delivery of goods and customers’ acceptance,
and where applicable, net of returns and trade discounts.
Page 29
31. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(v) Income Recognition (Cont’d)
(iv) Revenue from Services
Revenue is recognised upon rendering of services and when the outcome of
the transaction can be estimated reliably. In the event the outcome of the
transaction could not be estimated reliably, revenue is recognised to the
extent of the expenses incurred that are recoverable.
(v) Management Fee and Administrative Charges
Management fee and administrative charges are recognised on an accrual
basis.
(vi) Rental Income
Rental income is recognised on an accrual basis.
(vii) Dividend Income
Dividend income from investments is recognised when the right to receive
payment is established.
(viii) Interest Income
Interest income is recognised on an accrual basis, based on the effective
yield on the investment.
Interest income on late payment is recognised on a receipt basis.
(w) Segmental Information
Segment revenues and expenses are those directly attributable to the segments and
include any joint revenue and expenses where a reasonable basis of allocation
exists. Segment assets include all assets used by a segment and consist principally
of property, plant and equipment (net of accumulated depreciation, where
applicable), other investments, inventories, receivables, and cash and bank
balances.
Most segment assets can be directly attributed to the segments on a reasonable
basis. Segment assets and liabilities do not include income tax assets and liabilities
respectively.
Segment revenues, expenses and results include transfers between segments. The
prices charged on intersegment transactions are based on normal commercial terms.
These transfers are eliminated on consolidation.
Page 30
32. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
6. INVESTMENT IN SUBSIDIARIES
THE COMPANY
2004 2003
RM RM
Unquoted shares, at cost
At 1 April 2003/2002 211,064,785 167,370,110
Additions during the financial year - 43,694,675
At 31 March 211,064,785 211,064,785
Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:-
Name of Company Effective Equity Interest Principal
2004 2003 Activities
% %
Syarikat Siah Brothers 100 100 General building
Trading Sdn. Bhd. contractor and
investment holding
Syarikat Siah Brothers 100 100 Building and civil
Construction Sdn. Bhd. engineering works
Lifeplus - Siah Brothers Trading 100 100 Project management
JV Sdn. Bhd. and its related
technical services
Siah Brothers Enterprise 100 100 Building contractor
Sdn. Bhd. *
Siah Brothers Land 100 100 Investment holding
Sdn. Bhd.
Seri Ampangan Realty 100 100 Property development
Sdn. Bhd.
Sinaran Naga Sdn. Bhd. 100 100 Property development
Siah Brothers Development 100 100 Proposed property
Sdn. Bhd. * development
Tiara Development 100 100 Proposed property
Sdn. Bhd.* development
SBC Homes Sdn. Bhd.* 100 100 Proposed property
development
Page 31
33. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
6. INVESTMENT IN SUBSIDIARIES (CONT’D)
Name of Company Effective Equity Interest Principal
2004 2003 Activities
% %
Mixwell (Malaysia) 100 100 Project management
Sdn. Bhd. and property
development
Winsome Ventures 100 100 Proposed property
Sdn. Bhd. management
Siah Brothers Properties 100 100 Investment holding
Sdn. Bhd.*
Aureate Construction 100 100 Property investment
Sdn. Bhd.*
SBC Leisure Sdn. Bhd.* 100 100 Property development
SBC Towers Sdn. Bhd.* 100 100 Property development
Siah Brothers Project 100 100 Provision of
Management Sdn. Bhd.* management
services
Siah Brothers Industries 100 100 Investment holding
Sdn. Bhd. *
South-East Best 100 100 Property development
Sdn. Bhd.
Gracemart Resources 100 100 Property development
Sdn. Bhd.
Sutrati Development Sdn. Bhd. 100 100 Dormant
Masahmura Sdn. Bhd.* 51 51 Manufacturing of
material handling
equipment and
metal frames
Masahmura Sales & 51 51 Trading of light
Service Sdn. Bhd. industrial handling
equipment and
metal frames
* Not audited by Horwath
Page 32
34. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
7. INTEREST IN ASSOCIATES
THE GROUP THE COMPANY
2004 2003 2004 2003
RM RM RM RM
Unquoted shares,
at cost 3,600,001 3,600,001 2,400,000 2,400,000
Unquoted shares, at
Group cost 91,618,314 91,618,314 - -
Share of post
acquisition reserves 16,846,341 15,481,860 - -
112,064,656 110,700,175 2,400,000 2,400,000
THE GROUP
2004 2003
RM RM
The interest in associates comprises:-
Group’s share of net tangible assets
- at cost 66,048,686 64,684,205
- at fair value 45,952,003 45,952,003
Group’s share of intangible assets 63,967 63,967
112,064,656 110,700,175
Details of the associates, which are all incorporated in Malaysia, are as follows:-
Effective Equity Principal
Name of Company Interest Activities
2004 2003
% %
Ligamas Sdn. Bhd.# 50.0 50.0 Property development
Varich Industries 50.0 50.0 Proposed quarrying
Sdn. Bhd.*
Paling Industries Sdn. Bhd.# 40.0 40.0 Manufacturing of
plastic building
materials
Page 33
35. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
7. INTEREST IN ASSOCIATES (CONT’D)
Effective Equity Principal
Name of Company Interest Activities
2004 2003
% %
Liga Canggih Sdn. Bhd.*## 40.0 40.0 Dormant
Sri Berjaya Development 33.3 33.3 Investment and
Sdn. Bhd.* development of
landed properties
Sri Rawang Properties 22.2 22.2 Investment in properties
Sdn. Bhd.* and rubber estates
Sam & Lau Plantation 50.0 50.0 Tree plantation and
Sdn. Bhd.*### nursery operators
* The results of these associates have not been equity accounted as the amounts
involved are insignificant.
# The share of results of these associates is based on the latest available unaudited
management financial statements made up to 31 March 2004.
## Held by Paling Industries Sdn. Bhd.
### Held by South-East Best Sdn. Bhd. (“SEB”)
Page 34
36. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
8. PROPERTY, PLANT AND EQUIPMENT
AT WRITTEN DEPRECIATION AT
1.4.2003 ADDITIONS DISPOSALS OFF CHARGE 31.3.2004
RM RM RM RM RM RM
THE GROUP
NET BOOK VALUE
Freehold land 4,738,833 - - (11,000) - 4,727,833
Land and hotel development
expenditure 29,876,765 147,589 - - - 30,024,354
Sales office - 148,676 - - (29,883) 118,793
Plant and machinery,
construction machinery and
equipment 63,352 1,700 (1) - (14,109) 50,942
Formwork, scaffoldings and
containers 10,462 - - - (4,014) 6,448
Office renovation, office
equipment, computers,
furniture and fittings, tools
and fittings 838,577 536,911 (31,676) (2,663) (273,882) 1,067,267
Motor vehicles 284,650 90,000 (1) - (124,172) 250,477
Total 35,812,639 924,876 (31,678) (13,663) (446,060) 36,246,114
ACCUMULATED
AT COST DEPRECIATION NET BOOK VALUE
RM RM RM
AT 31.3.2004
Freehold land 4,727,833 - 4,727,833
Land and hotel development expenditure 30,024,354 - 30,024,354
Sales office 148,676 (29,883) 118,793
Plant and machinery, construction
machinery and equipment 4,343,457 (4,292,515) 50,942
Formwork, scaffoldings and containers 4,316,916 (4,310,468) 6,448
Office renovation, office equipment, computers,
furniture and fittings, tools and fittings 4,633,477 (3,566,210) 1,067,267
Motor vehicles 2,005,751 (1,755,274) 250,477
50,200,464 (13,954,350) 36,246,114
AT 31.3.2003
Freehold land 4,738,833 - 4,738,833
Land and hotel development expenditure 29,876,765 - 29,876,765
Plant and machinery, construction
machinery and equipment 4,374,257 (4,310,905) 63,352
Formwork, scaffoldings and containers 4,316,916 (4,306,454) 10,462
Office renovation, office equipment, computers
furniture and fittings, tools and fittings 4,161,954 (3,323,377) 838,577
Motor vehicles 1,946,651 (1,662,001) 284,650
49,415,376 (13,602,737) 35,812,639
Page 35
37. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
8. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Land and hotel development expenditure consists of:-
2004 2003
RM RM
Long leasehold land, at cost 27,691,066 27,691,066
Hotel development expenditure 2,333,288 2,185,699
30,024,354 29,876,765
AT DEPRECIATION AT
1.4.2003 ADDITIONS CHARGE 31.3.2004
RM RM RM RM
THE COMPANY
NET BOOK VALUE
Office equipment, computers, furniture
and fittings 53,151 5,750 (23,474) 35,427
Motor vehicles 1 - - 1
53,152 5,750 (23,474) 35,428
AT ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
RM RM RM
AT 31.3.2004
Office equipment, computers, furniture
and fittings 376,551 (341,124) 35,427
Motor vehicles 376,950 (376,949) 1
753,501 (718,073) 35,428
AT 31.3.2003
Office equipment, computers, furniture
and fittings 370,801 (317,650) 53,151
Motor vehicles 376,950 (376,949) 1
747,751 (694,599) 53,152
The motor vehicles of the Group acquired under hire purchase terms were carried at net
book value of RM125,997 (2003 - RM231,384) at the balance sheet date.
Page 36
38. SBC CORPORATION BERHAD
(Formerly known as Siah Brothers Corporation Berhad)
(Incorporated in Malaysia)
Company No : 199310 - P
NOTES TO FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2004
8. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
The carrying value of certain property, plant and equipment charged to financial
institutions to secure banking facilities granted to the Group are as follows:-
THE GROUP
2004 2003
RM RM
Sales office 118,793 -
Furniture and fittings 137,332 107,183
Office and other equipment 102,092 4,951
Land and hotel development expenditure 30,024,354 29,876,765
Office renovation 5,664 9,976
30,388,235 29,998,875
9. INVESTMENT PROPERTIES
THE GROUP
2004 2003
RM RM
Leasehold land, at cost 19,778,424 19,778,424
Expenditure on land 4,500,413 4,202,191
24,278,837 23,980,615
Freehold land and buildings, at cost 15,213,507 15,812,472
Leasehold land and buildings, at cost 5,366,522 3,041,025
20,580,029 18,853,497
Disposed during the financial year (3,467,400) (1,059,565)
17,112,629 17,793,932
41,391,466 41,774,547
Certain investment properties are charged to financial institutions for banking facilities
granted to the company.
Page 37