Published on July 11, 2009
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Tenth Annual General Meeting of Siah Brothers Corporation Berhad will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Friday, 22 September, 2000 at 11.00 a.m. to transact the following business :- AGENDA 1. To receive and adopt the Directors’ Report and the Audited Accounts (Resolution 1) for the year ended 31 March, 2000 together with the Auditors’ Report thereon. 2. To declare a first and final dividend of 1.5% less 28% income tax for (Resolution 2) the year ended 31 March, 2000. 3. To approve the payment of Directors’ fees. (Resolution 3) 4. To re-appoint the following Directors pursuant to Section 129(6) of the Companies Act, 1965 - a. YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus (Resolution 4) b. YBhg. Dato’ Lim Phaik Gan (Resolution 5) 5. To re-elect the following Directors retiring by rotation in accordance with Article 80 of the Articles of Association of the Company - a. Dr. Norraesah bt. Haji Mohamad (Resolution 6) b. Mr. Sim Peng Choon (Resolution 7) 6. To re-appoint Messrs Horwath Mok & Poon as Auditors of the Company (Resolution 8) and to authorise the Directors to fix their remuneration. 7. As special business, to consider and if thought fit, to pass the (Resolution 9) following Ordinary Resolution:- " THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and approval from the Kuala Lumpur Stock Exchange and other government/regulatory bodies, where such approval shall be necessary, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company, at any time and upon such terms and conditions and for such purposes as they may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per cent (10%) of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. " 8. To consider any other business for which due notice shall have been given. 1
NOTICE OF ANNUAL GENERAL MEETING NOTICE OF DIVIDEND PAYMENT NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Tenth Annual General Meeting of the Company, the first and final dividend of 1.5% less 28% income tax for the year ended 31 March, 2000 will be paid on 20 October, 2000 to Depositors registered in the Record of Depositors on 6 October, 2000. A Depositor shall qualify for entitlement only in respect of – (a) shares transferred into the Depositor’s Securities Account before 12.30 p.m. on 6 October, 2000 in respect of ordinary transfers; and (b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange. By Order of the Board CHONG FOOK SIN KAN CHEE JING Company Secretaries Kuala Lumpur 6 September, 2000 NOTES:- 1) Proxy - A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, on a poll, to vote instead of him. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. To be valid, the proxy form duly completed must be deposited at the Registered Office of the Company not less than forty-eight (48) hours before the time for holding the meeting. If the appointor is a corporation, this form must be executed under its common seal or under the hand of its attorney. 2) Resolution 9 - The Company is actively pursuing business opportunities in prospective areas so as to broaden the operating base and earnings potential of the Company. Such expansion plans may require the issue of new shares not exceeding 10 per cent (10%) of the Company’s issued share capital. With the passing of the resolution by the shareholders of the Company at the forthcoming Annual General Meeting, the Directors would avoid delay and cost of convening further general meetings to approve the issue of shares for such purposes. 2
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 CHAIRMAN ’S STATEMENT INTRODUCTION It gives me great privilege to present, on behalf of the Board of Directors, the Annual Report of Siah Brothers Corporation Berhad ("The Company") and its subsidiary companies ("The Group") for the financial year ended 31 March 2000. FINANCIAL REVIEW The Group recorded a lower turnover of RM114.71 million for the period ended 31 March 2000 (RM149.67 million –31 March 1999). This was broadly in line with the overall performance of the Malaysian economy over the same period; each business division experiencing a, lagged effect contraction in their results. This is in contrast to the increase in profit margin from 1.4% in 1999 to 2.2% International Institute Of Islamic Thought And in 2000, largely on account of elimination of Civilization (ISTAC) intermediation costs, better deployment of resources, Persiaran Duta, Taman Duta, Kuala Lumpur Academic Block lower cost of finance and improved sentiment to new housing launches. OPERATIONAL REVIEW Housing and Building Division For the financial year under review, the housing and building division continued as the mainstay of the Group’s activities, registered a turnover of RM85.43 million (RM121.85 million from the previous year) accounting for 75% of the Group’s turnover. Some of the major projects undertaken by the Division during the period under review were :- a) Campus and academic facilities for the International Institute of Islamic Thought and Civilisation at Taman Duta, Kuala Lumpur. b) Traditional terrace houses at Perkampungan Sri Mahkota Aman, Kuantan, Pahang and Bandar Utama, Batang Kali, Selangor. c) Townville apartments and supportive shops at Taman Mastiara, Jalan Ipoh, Kuala Lumpur. d) Luxury residential tower at The Peak, Signal Hill, Bandar Utama, Batang Kali, Selangor Kota Kinabalu, Sabah. 154 units Single Storey Terrace House 3
CHAIRMAN ’S STATEMENT MANUFACTURING DIVISION The manufacturing division has recorded a 10.6% increase in turnover from RM24.94 million to RM27.57 million in the current financial year with export sales contributing to more than half of the increase in volume. Whilst the existing RM/USD peg has continued to help the division to sustain and improve its performance in the export market, the domestic market has remained depressed on account of the Taman Mastiara Townville, Kuala Lumpur anemic performance of the building and 150 units 3 and 4 Storey Townhouse construction industry. The division recorded a lower loss of RM61,410 in the year as compared to RM320,005 in the previous year. In spite of the increase achieved in the turnover, gross margin was adversely affected by the sharp increases in raw material cost in the second half of the year when the polymer supply market was squeezed by tight supply and high crude oil prices. YEAR 2000 COMPLIANCE The Group did not experience any disruption in its operations resulting from the Year 2000 issue, as we have taken adequate measures to avoid any potential hardware and software problems. PROSPECT During the period under review, amidst difficult operating conditions, the Group remained profitable. Going forward, the prospects for the housing and building sectors look positive set against a backdrop of planned fiscal stimulus and improving consumer sentiment. Paling’s Products 4
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 CHAIRMAN ’S STATEMENT Perkampungan Sri Mahkota Aman, Kuantan, Pahang Double Storey Shop DIVIDEND Taman Mastiara, Kuala Lumpur Precinct 5 - 44 units Double Storey Shop Your Directors are proposing a first and final dividend of 1.5% less 28% tax for the financial year under International Institute Of Islamic Thought And review. Civilization (ISTAC) Persiaran Duta, Taman Duta, Kuala Lumpr APPRECIATION I wish to take this opportunity to thank my fellow members on the Board for their continuing support and guidance and to all our shareholders for their confidence and commitment to the Group. On behalf of the Board, I like to convey special thanks to all our staff and the management team for their dedication and loyalty to the Group. Our appreciation to various government authorities and agencies, Library Block, Cafeteria and Academic Block bankers, customers and business associates for their co-operation and continued support. YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus PSM, DIMP, JMN, PJK, BSc., P.Eng, FAS Chairman of the Board of Directors 9 August 2000 Hostel 5
PENYATA PENGERUSI PENGENALAN Dengan sukacitanya saya bagi pihak Lembaga Pengarah, membentangkan Laporan Tahunan Siah Brothers Corporation Berhad ("Syarikat") dan anak-anak Syarikatnya ("Kumpulan") untuk tahun kewangan berakhir 31 Mac 2000. KAJIAN KEWANGAN Pada tahun berakhir 31 Mac 2000, Kumpulan telah mendapat perolehan yang lebih rendah iaitu sebanyak RM114.71 juta (RM149.67 juta -31 Mac 1999). Ini adalah sejajar dengan kedudukan ekonomi Malaysia secara keseluruhannya dalam tempoh yang sama; di mana setiap bahagian perniagaan telah memperolehi keputusan yang tidak menggalakkan. Sebaliknya terdapat kenaikan kadar Institut Antarabangsa Pemikiran dan Tamadun Islam keuntungan dagangan daripada 1.4% pada tahun Persiaran Duta, Taman Duta, Kuala Lumpur Blok Akademik 1999 kepada 2.2% dalam tahun 2000 di mana sebahagian besarnya disebabkan oleh penghapusan kos perantaraan, pengagihan sumber yang lebih baik, kos pinjaman yang lebih rendah dan sambutan yang memperansangkan terhadap pelancaran rumah baru. KAJIAN OPERASI Perumahan dan Pembinaan Bagi tahun kewangan yang dibentangkan, bahagian Perumahan dan Pembinaan kekal sebagai aktiviti utama Kumpulan yang mencatat dagangan sebanyak RM85.43 juta berbanding RM121.85 juta pada tahun kewangan lepas. Jumlah dagangan ini menyumbang sebanyak 75% dari jumlah dagangan Kumpulan. Berikut adalah sebahagian daripada projek-projek Bandar Utama, Batang Kali, Selangor yang sedang dijalankan oleh Bahagian bagi tahun 154 unit Rumah Teres Satu Tingkat yang dibentangkan : a. Pembinaan kampus dan kemudahan akademik Institut Antarabangsa Pemikiran dan Tamadun Islam, Taman Duta, Kuala Lumpur. b. Pembangunan dan pembinaan unit-unit rumah teres di Perkampungan Seri Mahkota Aman, Kuantan, Pahang dan di Bandar Utama, Batang Kali, Selangor. c. Pembinaan rumah-rumah bandar dan kedai-kedai pejabat di Taman Mastiara, Jalan Ipoh, Kuala Lumpur. d. Pembinaan dan pembangunan pangsapuri mewah di The Peak, Signal Hill, Kota Kinabalu, Sabah. 6
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 PENYATA PENGERUSI BAHAGIAN PENGILANGAN Bahagian pengilangan mendaftar kenaikan dagangan sebanyak 10.6% iaitu dari RM24.94 juta pada tahun kewangan yang lepas kepada RM27.57 juta bagi tahun kewangan yang dibentangkan. Lebih daripada separuh peningkatan jumlah disumbangkan oleh pasaran luar negara. Walaupun langkah kawalan mata wang asing dan penetapan nilai ringgit telah membantu Bahagian untuk bertahan dan terus meningkat dalam pasaran Taman Mastiara Townville, Kuala Lumpur luar negara, suasana pasaran domestik masih suram 150 units 3 dan 4 Tingkat Rumah Bandar dengan persembahan lemah yang berterusan dari industri pembangunan dan pembinaan. Bahagian ini juga telah mengalami kerugian yang lebih rendah sebanyak RM61,410 pada tahun ini berbanding RM320,005 pada tahun sebelumnya. Walaupun perolehan meningkat, pendapatan menurun dengan kenaikan harga bahan-bahan mentah pada setengah tahun kedua di mana pasaran polimer berkurangan berikutan kekurangan bekalan dan harga minyak mentah yang tinggi. PEMATUHAN ALAF TAHUN 2000 (Y2K) Kumpulan tidak mengalami apa-apa gangguan dalam operasinya dari pepijat alaf tahun 2000 (Y2K) memandangkan Kumpulan telah mengambil langkah-langkah berkenaan bagi mengatasi segala masalah perisian dan peralatan. PROSPEK Bagi tahun yang dibentangkan, Kumpulan tetap memperolehi keuntungan walaupun terpaksa beroperasi dalam suasana yang sukar. Walaupun demikian, prospek bagi sektor perumahan dan pembangunan dianggarkan positif selaras dengan rancangan kewangan kerajaan dan peningkatan sentimen pengguna. Barangan Keluaran Paling 7
PENYATA PENGERUSI Perkampungan Sri Mahkota Aman, Kuantan, Pahang Kedai Dua Tingkat DIVIDEN Taman Mastiara, Kuala Lumpur Precinct 5 - 44 units Kedai Dua Tingkat Lembaga Pengarah mencadangkan dividen pertama dan akhir sebanyak 1.5% tolak cukai 28% untuk tahun kewangan yang dibentangkan ini. Institut Antarabangsa Pemikiran dan Tamadun Islam Persiaran Duta, Taman Duta, Kuala Lumpur PENGHARGAAN Saya ingin mengambil kesempatan ini untuk merakamkan penghargaan saya kepada ahli-ahli Lembaga ke atas sokongan dan bimbingan mereka dan penghargaan kepada pemegang saham yang memberikan keyakinan dan dedikasi mereka kepada Kumpulan. Bagi pihak Lembaga Pengarah, saya juga ingin menyampaikan ribuan terimakasih kepada semua kakitangan dan pihak pengurusan kami di atas usaha Blok Perpustakaan, Kafeteria dan Blok Akademik gigih, kesetiaan dan keyakinan mereka kepada Kumpulan. Pihak kami juga ingin merakamkan setinggi-tinggi penghargaan kepada agensi-agensi Kerajaan, pihak bank, pelanggan kami dan rakan kongsi perniagaan di atas sokongan dan galakkan mereka. YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus PSM, DIMP, JMN, PJK, BSc., P.Eng, FAS Asrama Pengerusi 9 Ogos 2000 8
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 AUDIT COMMITTEE TERMS OF REFERENCE Membership The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than 2 Independent Non Executive Directors of the Company and not more than 1 Executive Director of the Company. A quorum shall be 2 members. The Chairman of the Committee shall be appointed by the Board. Attendance At Meetings The Finance Director, the Head of Internal Audit, and a representative of the External Auditors shall normally attend meetings. However, at least once a year the Committee shall meet with the External Auditors without any Executive Board member present. The Company Secretary shall be the secretary of the Committee. Frequency Of Meetings Meetings shall be held not less than three times a year. The External Auditors may request a meeting if they consider that one is necessary. Authority The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all the employees are directed to cooperate with any request made by the Committee. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of an outsider with relevant experience and expertise if it considers this necessary. Duties The duties of the Committee shall be : q to consider the appointment of the External Auditors, the audit fee, and any questions of resignation or dismissal. q to discuss with the External Auditors before the audit commences the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved. q to review the quarterly reports and annual financial statements before submission to the Board, focusing particularly on : - any changes in accounting policies and practices - major judgement areas - significant adjustments resulting from the audit - the going concern assumption - compliance with accounting standards - compliance with stock exchange and legal requirements q to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary). q to review the internal audit programme, consider the major findings of internal audit investigations and management’s response, and ensure co-ordination between the Internal and External Auditors. q to keep under review the effectiveness of internal control systems, and in particular review the External Auditors’ management letter and management’s response. q to consider other topics, as defined. Reporting Procedures The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board. 9
CORPORATE I NFORMATION (as As at 18 th August, 2000 BOARD OF DIRECTORS Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus PSM, DIMP, JMN, PJK, B.Sc., P. Eng, FAS Chairman and Independent Non Executive Director Sia Kwee Mow @ Sia Hok Chai FFB, FCIOB, FAIB Group Managing Director Sia Teong Heng B.Sc. (Eng), M.Sc. Executive Director Mun Chong Shing @ Mun Chong Tian Executive Director Yeoh Hock Thong B.Sc. (Hons) Econ, MBA (Finance), MDP Executive Director Dato’ Lim Phaik Gan DPMP, DM PN, M.A.(Law), FCI, ARB Independent Non Executive Director Dr. Norraesah Bt. Haji Mohamad PhD., B.Sc. (Econ) Independent Non Executive Director Sim Peng Choon Independent Non Executive Director Ibrahim bin Awang MBA (Finance) Independent Non Executive Director (Alternate to Sim Peng Choon) AUDIT COMMITTEE SOLICITORS Dr. Norraesah Bt. Haji Mohamad Lee, Perara & Tan PhD., B.Sc. (Econ) 55, Jalan Thambapillai Chairperson and Independent Non Executive Director Off Jalan Tun Sambanthan Brickfields Tan Sri Dato’ Ir. Muhammad Yusuff 50470 Kuala Lumpur bin Haji Muhammad Yunus PSM, DIMP, JMN, PJK, B.Sc., P. Eng, FAS Lim & Yeoh Independent Non Executive Director 145-M Jalan Maharajalela 50150 Kuala Lumpur Sia Teong Heng B.Sc. (Eng), M.Sc. PRINCIPAL BANKERS Executive Director Amanah Merchant Bank Berhad Arab Malaysian Merchant Bank Berhad Sim Peng Choon Aseambankers Malaysia Berhad Independent Non Executive Director Bangkok Bank Berhad Bumiputra Commerce Bank Berhad COMPANY SECRETARIES Commerce International Merchant Bankers Berhad Chong Fook Sin ATII, AFA (LS0083) Multi-Purpose Bank Berhad Kan Chee Jing (MAICSA No : 7019764) Overseas Union Bank (M) Berhad REGISTERED OFFICE REGISTRARS Wisma Siah Brothers Tacs Corporation Sdn Bhd 74A Jalan Pahang Unit No. 203, 2nd Floor 53000 Kuala Lumpur Block C, Damansara Intan No. 1, Jalan SS 20/27 Tel : 03-40418118 Fax : 03-40435281 47400 Petaling Jaya AUDITORS Tel : 03-7112688 Fax : 03-7112693 Horwath Mok & Poon Public Accountants STOCK EXCHANGE LISTING Level 16 Tower C, Megan Phileo Avenue The Main Board of Kuala Lumpur Stock Exchange 12 Jalan Yap Kwan Seng 50450 Kuala Lumpur 10
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 CORPORATE STRUCTURE As at 18 th August, 2000 11
GROUP FINANCIAL HIGHLIGHTS 2000 1999 1998 1997 1996 RESULTS RM’000 RM’000 RM’000 RM’000 RM’000 Turnover 114,707 149,669 256,884 234,310 236,640 Profit before taxation 2,555 2,088 13,364 12,229 15,264 Profit after taxation but before minority interests 3,736 3,923 6,430 8,036 10,913 Profit after minority interests but before exceptional items 3,736 1,679 2,561 7,948 10,745 Profit attributable to shareholders 3,729 1,679 2,561 7,562 10,826 ASSET EMPLOYED Fixed Assets 31,271 33,939 31,625 33,793 33,463 Investments 122,733 147,660 147,299 142,942 15,510 Sinking Fund Bank Account - - - 5,216 2,078 Net current assets 56,510 34,687 34,766 59,555 66,789 Goodwill and deferred expenditure 8,253 8,185 8,543 9,061 1,165 218,767 224,471 222,233 250,567 119,005 FINANCED BY Share capital 57,302 50,469 50,469 50,458 50,329 Reserves 42,832 40,095 38,780 36,610 31,683 Minority interests - 14,897 13,084 10,247 231 Redeemable Unsecured Guaranteed Bonds - - - 34,157 34,162 Irredeemable Convertible Unsecured Loan Stocks 115,600 115,600 115,600 115,600 - Deferred Liabilities 3,033 3,410 4,300 3,495 2,600 218,767 224,471 222,233 250,567 119,005 SELECTED RATIOS Net earnings per share (sen) 6.90 3.33 5.07 15.76 22.74 Net tangible assets per share (sen) 182.00 163.23 159.91 154.60 160.64 Gross dividend (%) 1.50 1.00 1.00 7.00 7.00 PROFIT BEFORE ASSETS EMPLOYED TURNOVER SHAREHOLDERS’ FUNDS TAXATION 12
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 SBC Berhad ……. We provide "Solutions for Building Co-Ventures" One of SBC's main activities is in the turnkey development of buildings in co-venture with landowners. Our trademarks include arriving at solutions which add value to buildability, design, project finance and marketing. As our acronym implies, at S.B.C., we are in the business of providing "Solutions for Building Co-ventures". Some of our esteemed partners include: - Sabah State Government; - Selangor State Government; - TA Enterprise Berhad. 13
Financial Statement For the year ended 31st March 2000
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 DIRECTORS ’ REPORT The directors hereby submit their report and the audited accounts of the Group and of the Company for the financial year ended 31 March 2000. PRINCIPAL ACTIVITIES The Company is principally engaged in the business of investment holding and the provision of management and administrative services to the subsidiary companies. The principal activities of the subsidiary companies are disclosed in Note 3 to the accounts. There have been no significant changes in the nature of these activities during the financial year. RESULTS THE GROUP THE COMPANY RM RM Profit after taxation for the financial year 3,729,157 994,056 DIVIDENDS Since the end of the previous financial year, the Company paid a final dividend of 1% less tax at 28% amounting to RM363,376 in respect of the previous financial year as proposed in the directors’ report of that financial year. For the financial year, (i) the directors have declared the payment of a dividend of 5.5% less 28% tax amounting to RM246,864 for the Irredeemable Cumulative Convertible Preference Shares ("ICCPS"), in accordance with the terms of issue of the ICCPS; and (ii) the directors recommend the payment of a first and final dividend of 1.5% less 28% tax amounting to RM545,065 in respect of the ordinary shares. RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the accounts. ISSUES OF SHARES During the financial year, (a) the Company amended its authorised capital from 200,000,000 ordinary shares of RM1 each to 193,167,000 ordinary shares of RM1 each and 6,833,000 ICCPS of RM1 each; (b) the Company increased its paid-up capital from RM50,468,943 comprising 50,468,943 ordinary shares of RM1 each to RM57,301,943 by an allotment of 6,833,000 ICCPS of RM1 each for cash at par; and The main terms of the ICCPS are disclosed in Note 20 to the accounts. 15
DIRECTORS ’ REPORT OPTIONS GRANTED OVER UNISSUED SHARES During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company. The Company however has in issue a total of 17,076,200 Transferable Subscription Rights ("TSRs") of which the expiry date has been extended to 20 February 2004. The TSRs entitle the holders thereof the rights to subscribe for new ordinary shares of RM1 each on the basis of 1 new ordinary share of RM1 each for every TSR held at a pre-determined subscription price of RM3.50 per share. During the financial year, none of the subscription rights under the TSRs was exercised. BAD AND DOUBTFUL DEBTS Before the profit and loss accounts and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts, and have satisfied themselves that there are no known bad debts and that adequate provision had been made for doubtful debts. At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad debts, or additional provision for doubtful debts in the accounts of the Group and of the Company. CURRENT ASSETS Before the profit and loss accounts and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the accounts of the Group and of the Company misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. 16
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 DIRECTORS ’ REPORT CONTINGENT AND OTHER LIABILITIES Other than the contingent liabilities as disclosed in Note 37 to the accounts, at the date of this report, there does not exist:- (i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or (ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the accounts of the Group and of the Company which would render any amount stated in the accounts misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature except as disclosed in Note 28 to the accounts. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year. DIRECTORS The directors who served since the date of the last report are as follows:- TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS SIA KWEE MOW @ SIA HOK CHAI SIA TEONG HENG MUN CHONG SHING @ MUN CHONG TIAN DATO’ LIM PHAIK GAN DR. NORRAESAH BT HAJI MOHAMAD SIM PENG CHOON IBRAHIM BIN AWANG (ALTERNATE TO SIM PENG CHOON) YEOH HOCK THONG 17
DIRECTORS ’ REPORT Pursuant to Section 129 of the Companies Act, 1965, YBhg. Tan Sri Dato’ Ir Muhammad Yusuff Bin Haji Muhammad Yunus and Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for re-election under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting of the Company. Pursuant to Article 80 of the Articles of Association of the Company, Mr. Sim Peng Choon and Dr. Norraesah Bt. Haji Mohamad retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. DIRECTORS’ INTERESTS In accordance with the register of directors’ shareholdings, the interests of directors in office at the end of the financial year, in shares, TSRs and Irredeemable Convertible Unsecured Loan Stocks ("ICULS") in the Company during the financial year are as follows:- NUMBER OF ORDINARY SHARES OF RM1 EACH AT AT 1.4.1999 BOUGHT SOLD 31.3.2000 DIRECT INTEREST SIA KWEE MOW @ SIA HOK CHAI 3,982,400 - - 3,982,400 SIM PENG CHOON 10,000 - - 10,000 SIA TEONG HENG 1,296,200 200 - 1,296,400 MUN CHONG SHING @ MUN CHONG TIAN 17,000 - - 17,000 DATO’ LIM PHAIK GAN 10,000 - 5,000 5,000 INDIRECT INTEREST SIA KWEE MOW @ SIA HOK CHAI 7,463,832 - - 7,463,832 SIA TEONG HENG 7,463,832 - - 7,463,832 TRANSFERABLE SUBSCRIPTION RIGHTS AT AT 1.4.1999 BOUGHT SOLD 31.3.2000 DIRECT INTEREST SIA KWEE MOW @ SIA HOK CHAI 3,078,500 - - 3,078,500 DATO’ LIM PHAIK GAN - - - - DR NORRAESAH BT HAJI MOHAMAD 4,000 - - 4,000 MUN CHONG SHING @ MUN CHONG TIAN 12,500 - - 12,500 TRANSFERABLE SUBSCRIPTION RIGHTS AT AT 1.4.1999 BOUGHT SOLD 31.3.2000 INDIRECT INTEREST SIA KWEE MOW @ SIA HOK CHAI 1,746,780 - - 1,746,780 SIA TEONG HENG 1,746,780 - - 1,746,780 18
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 DIRECTORS ’ REPORT IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS AT AT 1.4.1999 BOUGHT SOLD 31.3.2000 DIRECT INTEREST SIA KWEE MOW @ SIA HOK CHAI 2,054,250 - - 2,054,250 SIM PENG CHOON 4,000 - - 4,000 SIA TEONG HENG 1,432,500 - - 1,432,500 MUN CHONG SHING @ MUN CHONG TIAN 22,000 - - 22,000 INDIRECT INTEREST SIA KWEE MOW @ SIA HOK CHAI 89,693,206 - - 89,693,206 SIA TEONG HENG 89,693,206 - - 89,693,206 By virtue of their shareholdings in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are deemed to have interests in shares in the subsidiary companies and associate companies to the extent of the Company’s interest, in accordance with Section 6A of the Companies Act, 1965. None of the other directors had any interests in shares, TSRs or ICULS of the Company and its related corporations during the financial year. DIRECTORS’ BENEFITS Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the accounts, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 35 to the accounts. Neither during nor at the end of the financial year was the Company or its subsidiary companies a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate except for the existing TSRs and ICULS held by certain directors which would enable them to acquire new shares in the Company. 19
DIRECTORS ’ REPORT AUDIT COMMITTEE The members of the audit committee are:- DR NORRAESAH BT HAJI MOHAMAD TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS SIA TEONG HENG SIM PENG CHOON The functions of the Audit Committee are to review the accounting policies, internal controls and annual accounts of the Company and its subsidiary companies on behalf of the Board of Directors. In performing its function, the committee reviews the overall scope of the external auditors and meets them to discuss the results of their examination and their evaluation of the system of internal accounting controls of the Company and its subsidiary companies. The Committee also reviews the quarterly report and the annual consolidated accounts of the Group and the accounts of the Company as well as the auditors’ report thereon, prior to their submission to the Board of Directors for adoption. The Audit Committee has recommended to the Board of Directors that the auditors, Messrs Horwath Mok & Poon, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company. SIGNIFICANT EVENTS The following are the significant events involving the Group and the Company during the financial year under review:- (a) On 28 March 1997, the Company acquired an 80% equity interest in Mixwell (M) Sdn Bhd (Mixwell) on the condition that the main vendors and a guarantor provide profit guarantees on the pre-tax profits of Mixwell for the financial years ending 31 March 1997 to 31 March 2000. The Company has entered into a settlement agreement dated 30 November 1998 with the main vendors and a guarantor which was approved by the shareholders of the Company at an Extraordinary General Meeting held on 5 April 1999 and the Securities Commission on 5 July 1999. Pursuant to the terms of the aforesaid settlement agreement, the main vendors transferred to the Company the balance of the 20% equity interest in Mixwell and 26 acres of a piece of freehold development land in the Mukim of Batang Kali, District of Hulu Selangor, Selangor in consideration for the full settlement of the guaranteed pre-tax profits for the two financial years ended 31 March 1999 and 31 March 2000 of RM35 million and RM45 million respectively. (b) On 30 September 1999, Syarikat Siah Brothers Trading Sdn. Bhd. ("SSBT"), a subsidiary company, disposed of its entire 75% equity interest in SBC Design and Engineering Sdn. Bhd., for a total cash consideration of RM700,000. The disposal resulted in an exceptional gain of RM512,500 in the accounts of SSBT and an exceptional loss of RM6,508 to the Group. 20
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 DIRECTORS ’ REPORT SUBSEQUENT EVENT The shareholders of the Company, at an Extraordinary General Meeting held on 7 April 2000, approved the implementation of an Employee Share Option Scheme ("ESOS"). The main features of the ESOS are as follows:- (a) eligible employees are employees who have served in the employment of any company within the Group for at least one financial year; (b) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of the issued and paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS which shall be in force for a period of five (5) years from the date of offer; (c) the maximum possible allocation for any single eligible employee during the existence of the ESOS shall not be less than 1,000 nor more than 450,000 shares subject to the maximum allowable allocation according to their respective categories; (d) the subscription price shall be based on the weighted average market price of the shares as shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five (5) market days prior to the date of offer or at par value, whichever is higher; and (e) the shares to be alloted upon any exercise of an option will, upon allotment, rank pari passu in all respects with the existing issued and paid-up ordinary shares of the Company. No options have been granted to eligible employees under the ESOS as of the date of this report. AUDITORS The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office. ON BEHALF OF THE BOARD TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS SIA KWEE MOW @ SIA HOK CHAI 21
BALANCE SHEETS AT 31 MARCH 2000 THE GROUP THE COMPANY 2000 1999 2000 1999 NOTE RM RM RM RM FIXED ASSETS 2 31,271,271 33,938,545 155,302 282,762 INVESTMENT IN SUBSIDIARY COMPANIES 3 - - 173,370,110 186,880,110 INTEREST IN ASSOCIATE COMPANIES 4 104,715,489 129,641,985 8,040,450 8,040,450 OTHER INVESTMENTS 5 148,732 148,732 - - INVESTMENT PROPERTIES 6 17,869,093 17,869,093 - - GOODWILL ON CONSOLIDATION 7,511,884 7,511,884 - - CURRENT ASSETS Inventories held for resale 7 16,785,581 16,398,271 - - Property development in progress 8 26,915,382 16,706,447 - - Contract work-in-progress 9 173,124,445 122,503,390 - - Trade debtors 10 82,906,205 97,613,209 - - Other debtors, deposits and prepayments 11 11,760,753 12,681,196 15,513,044 13,213,907 Dividend receivable - - 4,800,000 4,500,000 Amounts owing by subsidiary companies 12 - - 21,022,577 - Amounts owing by associate companies 13 6,791,231 3,809,538 27,883 27,733 Short term deposits with a licensed bank 14 3,272,665 5,596,446 - - Cash and bank balances 1,563,932 1,815,107 81,157 1,092,491 323,120,194 277,123,604 41,444,661 18,834,131 LESS: CURRENT LIABILITIES Trade creditors 15 38,690,521 49,996,151 - - Other creditors and accruals 10,015,469 17,285,679 5,075,818 2,452,640 Lease and hire purchase creditors 16 - 186,896 - - Proposed dividend 545,065 363,376 545,065 363,376 Dividend payable 246,864 - 246,864 - Provision for taxation - 4,054,365 - - Bank borrowings 17 39,403,957 43,807,510 13,223,181 13,618,973 Progress billings 174,790,110 123,823,839 - - Amount owing to a director 18 2,918,800 2,918,800 2,918,800 2,918,800 Amounts owing to subsidiary companies 12 - - - 517,490 266,610,786 242,436,616 22,009,728 19,871,279 NET CURRENT ASSETS/(LIABILITIES) 56,509,408 34,686,988 19,434,933 (1,037,148) INTANGIBLE ASSETS 19 740,781 673,558 - - 218,766,658 224,470,785 201,000,795 194,166,174 22
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 BALANCE SHEETS AT 31 MARCH 2000 (C ONT’D) THE GROUP THE COMPANY 2000 1999 2000 1999 NOTE RM RM RM RM FINANCED BY:- SHARE CAPITAL 20 57,301,943 50,468,943 57,301,943 50,468,943 RESERVES 21 42,831,879 40,095,157 28,098,852 28,097,231 SHAREHOLDERS’ FUNDS 100,133,822 90,564,100 85,400,795 78,566,174 IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 22 115,600,000 115,600,000 115,600,000 115,600,000 MINORITY INTERESTS 23 - 14,896,775 - - DEFERRED LIABILITIES 24 3,032,836 3,409,910 - - 218,766,658 224,470,785 201,000,795 194,166,174 NET TANGIBLE ASSETS PER SHARE 25 182 Sen 163 Sen The annexed notes from an integral part of these accounts. 23
PROFIT AND LOSS ACCOUNTS (F OR THE FINANCIAL YEAR ENDED 31 MARCH 2000) ST THE GROUP THE COMPANY 2000 1999 2000 1999 NOTE RM RM RM RM TURNOVER 26 114,707,092 149,669,322 11,573,740 13,924,385 COST OF SALES 97,786,539 131,191,329 - - (LOSS)/PROFIT FROM OPERATIONS 27 (1,197,493) (2,590,265) 1,502,056 1,533,008 SHARE OF PROFIT OF ASSOCIATE COMPANIES 3,759,401 4,677,786 - - PROFIT BEFORE TAXATION AND BEFORE EXCEPTIONAL ITEM 2,561,908 2,087,521 1,502,056 1,533,008 EXCEPTIONAL ITEM 28 (6,508) - - - PROFIT BEFORE TAXATION 2,555,400 2,087,521 1,502,056 1,533,008 TAXATION 29 1,173,757 1,835,619 (508,000) (705,000) PROFIT AFTER TAXATION 3,729,157 3,923,140 994,056 828,008 PROFIT ATTRIBUTABLE TO MINORITY INTERESTS - (2,244,388) - - PROFIT ATTRIBUTABLE TO SHAREHOLDERS 3,729,157 1,678,752 994,056 828,008 RETAINED PROFITS BROUGHT FORWARD 16,878,130 15,562,754 4,880,204 4,415,572 PROFITS AVAILABLE FOR APPROPRIATION 20,607,287 17,241,506 5,874,260 5,243,580 DIVIDENDS 30 (791,929) (363,376) (791,929) (363,376) RETAINED PROFITS CARRIED FORWARD 19,815,358 16,878,130 5,082,331 4,880,204 Attributable to:- The Company 5,082,331 4,880,204 Subsidiary companies 14,733,027 11,997,926 19,815,358 16,878,130 Earnings per share (sen) - basic 31 6.9 3.3 - diluted 31 9.7 7.7 The annexed notes from an integral part of these accounts. 24
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 CONSOLIDATED CASH FLOW STATEMENT (F OR THE FINANCIAL YEAR ENDED 31 MARCH 2000) ST THE GROUP 2000 1999 NOTE RM RM CASH FLOWS (FOR)/FROM OPERATING ACTIVITIES Profit before taxation and before exceptional item 2,561,908 2,087,521 Exceptional item (6,508) - Profit before taxation 2,555,400 2,087,521 Adjustments for:- Amortisation of deferred expenditure 51,818 221,512 Deferred expenditure written off 126,221 84,193 Depreciation and amortisation of fixed assets 3,161,054 3,696,424 Exceptional loss on disposal of a subsidiary company 6,508 - Fixed assets written off - 78,570 Goodwill written off - 220,066 Interest expense 9,788,675 12,181,976 Loss on joint ventures - 1,007,842 Provision for doubtful debts 998,000 600,000 Dividend income (135) (585) Gain on foreign exchange - (23,742) Interest income (1,470,881) (2,307,547) Profit on disposal of condominium - (1,711,521) Profit on disposal of fixed assets (340,412) (78,318) Profit on disposal of investment properties - (18,099) Share of profit in associate companies (3,759,401) (4,677,786) Operating profit before working capital changes 11,116,847 11,360,506 (Increase)/Decrease in inventories (387,310) 2,540,149 Decrease in property development-in-progress, net 3,301,065 3,939,945 Decrease in trade and other debtors 12,859,888 7,650,469 Increase in contract work in progress (56,235,537) (43,685,230) Decrease in trade and other creditors (16,841,837) (543,209) Increase in progress billings 56,804,790 45,230,229 Increase in deferred expenditure (245,262) (139,280) CASH FROM OPERATIONS 10,372,644 26,353,579 Interest paid (9,788,675) (12,181,976) Taxes paid (2,616,474) (4,881,476) Interest received 1,470,881 2,307,547 NET CASH (FOR)/FROM OPERATING ACTIVITIES CARRIED FORWARD (561,624) 11,597,674 The annexed notes from an integral part of these accounts. 25
CONSOLIDATED CASH FLOW STATEMENT (F OR THE FINANCIAL YEAR ENDED 31 MARCH 2000) ST THE GROUP 2000 1999 NOTE RM RM NET CASH (FOR)/FROM OPERATING ACTIVITIES BROUGHT FORWARD (561,624) 11,597,674 CASH FLOWS FOR INVESTING ACTIVITIES Acquisition of fixed assets (1,007,695) (6,066,471) Additional expenses incurred for acquiring a subsidiary company in prior year - (29,040) Dividend income from quoted investment 135 585 Dividends received from associate companies - 1,610,021 Net cash inflow on disposal of subsidiary company 32 460,325 - Proceeds from disposal of fixed assets 419,001 56,407 Proceeds from disposal of investment properties - 3,249,790 NET CASH FOR INVESTING ACTIVITIES (128,234) (1,178,708) CASH FLOWS FROM/(FOR) FINANCING ACTIVITIES (Advance to)/Repayment by associate companies (2,981,693) 181,545 Dividend paid to minority shareholders (230,000) (432,000) Dividend paid to shareholders of the Company (363,376) (363,376) Expenses incurred on issuance of Irredeemable Cumulative Convertible Preference Shares ("ICCPS") (200,506) - Proceeds from issuance of ICCPS 6,833,000 - Redemption of bonds - (34,157,400) Repayment from joint ventures - 53,820 Repayment of long term loans (327,694) (819,192) Repayment to hire purchase creditors (186,896) (98,179) Sinking fund - 10,611,141 NET CASH FROM/(FOR) FINANCING ACTIVITIES 2,542,835 (25,023,641) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 1,852,977 (14,604,675) CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR (36,134,259) (21,529,584) CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 33 (34,281,282) (36,134,259) The annexed notes from an integral part of these accounts. 26
SIAH BROTHERS CORPORATION BERHAD ANNUAL REPORT 2000 NOTES TO THE ACCOUNTS (F OR THE FINANCIAL YEAR ENDED 31 MARCH 2000) ST 1. SIGNIFICANT ACCOUNTING POLICIES (a) Accounting Convention The accounts are prepared under the historical cost convention, modified to include the revaluation of certain long leasehold land and buildings and in compliance with applicable approved accounting standards in all material respects. (b) Basis of Consolidation The consolidated accounts incorporate the accounts of the Company and all its subsidiary companies made up to 31 March 2000. The subsidiary companies are consolidated using the acquisition method. The resul
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