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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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004
SBC Corporation Berhad: Annual Audited Accounts 2004

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SBC Corporation Berhad: Annual Audited Accounts 2004

  • 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