SBC Corporation Berhad: Annual Report 2002 2000kb

2002

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SIAH BROTHERS CORPORATION BERHAD199310-P

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2 Notice Of Annual General Meeting

5 Corporate Information

6 Directors’ Profile

13 Corporate Structure

14 Group Financial Highlights

15 Statement Of Directors’ Responsibilities In Respect OfThe Preparation Of The Financial Statements

17 Executive Chairman’s Statement

23 Penyata Pengerusi Eksekutif

29 Statement Of Corporate Governance

35 Statement On Internal Control

36 Audit Committee Report

42 Directors' Report

48 Statement By Directors

48 Statutory Declaration

49 Report Of The Auditors

50 Balance Sheets

51 Income Statements

52 Statements Of Changes In Equity

53 Cash Flow Statements

55 Notes To The Financial Statements

86 Group Properties

88 Shareholders' Information

91 TSR Holders' Information

Proxy Form

SIAH BROTHERS CORPORATION BERHAD

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Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD2

NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting of Siah Brothers Corporation Berhad willbe held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Thursday,26 September, 2002 at 10.30 a.m. to transact the following business:-

AGENDA

1. To receive and adopt the Directors’ Report and the Audited Financial Statements for theyear ended 31 March, 2002 together with the Auditors’ Report thereon.

2. To approve the payment of Directors’ fees.

3. To re-appoint YBhg. Dato’ Lim Phaik Gan as a Director pursuant to Section 129(6) of theCompanies Act, 1965.

4. To re-elect the following Directors retiring by rotation pursuant to Article 77 of the Articlesof Association of the Company -

(a) Mr. Mun Chong Shing @ Mun Chong Tian(b) YBhg. Datuk Sim Peng Choon

5. To re-elect Mr. Vincent Koh Kok Kee as a Director retiring pursuant to Article 84 of theArticles of Association of the Company.

6. To re-appoint Messrs Horwath Mok & Poon as Auditors of the Company and to authorisethe Directors to fix their remuneration.

7. As Special Business, to consider and, if thought fit, to pass the following Ordinary Resolution :-

AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES

"THAT subject always to the Companies Act, 1965, the Articles of Association of the Companyand the approval from the Kuala Lumpur Stock Exchange and other governmental/regulatorybodies, where such approval shall be necessary, the Directors be and are hereby authorisedpursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in theCompany, at any time and upon such terms and conditions and for such purposes as theymay in their absolute discretion deem fit, provided that the aggregate number of sharesissued pursuant to this resolution does not exceed ten per cent (10%) of the issued capitalof the Company for the time being and that such authority shall continue in force until theconclusion of the next Annual General Meeting of the Company. "

8. To consider any other business for which due notice shall have been given.

By Order of the Board

CHONG FOOK SINKAN CHEE JINGCompany Secretaries

Kuala Lumpur3 September, 2002

NOTICE OF ANNUAL GENERAL MEETING

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)(Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

Annual Report 2002SIAH BROTHERS CORPORATION BERHAD 3

NOTES :-

1) Proxy -

A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote insteadof him. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless hespecifies the proportions of his holdings to be represented by each proxy. To be valid, the proxy form dulycompleted must be deposited at the Registered Office of the Company not less than forty-eight (48) hoursbefore the time for holding the meeting. If the appointor is a corporation, this form must be executed underits common seal or under the hand of its attorney.

2) Resolution 8 -

The Company is actively pursuing business opportunities in prospective areas so as to broaden the operatingbase and earnings potential of the Company. Such expansion plans may require the issue of new shares notexceeding 10 per cent (10%) of the Company’s issued share capital. With the passing of the resolution by theshareholders of the Company at the forthcoming Annual General Meeting, the Directors would avoid delayand cost of convening further general meetings to approve the issue of shares for such purposes.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING PURSUANT TOPARAGRAPH 8.28 (2) OF THE LISTING REQUIREMENTS OF KUALA LUMPUR STOCKEXCHANGE

(1) The following are the Directors standing for re-appointment and re-election at the Twelfth Annual GeneralMeeting:-

(a) Re-appointment of YBhg. Dato’ Lim Phaik Gan as a Director pursuant to Section 129(6) of the CompaniesAct, 1965.

(b) Re-election of the following Directors pursuant to Article 77 of the Articles of Association of theCompany -

(i) Mr. Mun Chong Shing @ Mun Chong Tian

(ii) YBhg. Datuk Sim Peng Choon

(c) Re-election of Mr. Vincent Koh Kok Kee as a Director pursuant to Article 84 of the Articles of Associationof the Company.

NOTICE OF ANNUAL GENERAL MEETING (Cont’d)

Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD4 I

(2) Attendance of Directors at Board Meetings held during the financial year ended 31 March, 2002 are asfollows:-

PercentageName of Directors Attendance at of Attendance

Meetings (%)

Sia Kwee Mow @ Sia Hok Chai 5/5 100

Sia Teong Heng 5/5 100

Mun Chong Shing @ Mun Chong Tian 3/5 60

Dato’ Lim Phaik Gan 4/5 80

Datuk Dr. Norraesah Bt. Haji Mohamad 3/5 60

Datuk Sim Peng Choon 5/5 100

Abdul Rahman Bin A. Shukor 4/5 80(Alternate to Datuk Sim Peng Choon)

Vincent Koh Kok Kee (Appointed: 8.10.2001) 2/2 100

Tan Sri Dato’ Ir. Muhammad Yusuff Bin HajiMuhammad Yunus 2/3 66.67(Retired: 27.9.2001, appointed: 30.4.2002,resigned: 14.8.2002)

(3) The Twelfth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, JalanPahang, 53000 Kuala Lumpur on Thursday, 26 September, 2002 at 10.30 a.m.

(4) The profile of Directors standing for re-appointment and re-election as mentioned in paragraph 1 above atthe Twelfth Annual General Meeting are set out in pages 6 to 12 of this Annual Report.

NOTICE OF ANNUAL GENERAL MEETING (Cont’d)


CORPO-RATEINFORMATION

CORPORATE INFORMATION AS AT 12TH AUGUST, 2002

AUDIT COMMITTEE

Datuk Dr. Norraesah Bt.Haji MohamadDSPN, PhD., B.Sc. (Econ)Chairperson & IndependentNon-Executive Director

Tan Sri Dato’ Ir. MuhammadYusuff Bin Haji MuhammadYunusPSM, DIMP, JMN, PJK, B.Sc., P. Eng,FASIndependent Non-ExecutiveDirector

Vincent Koh Kok KeeIndependent Non-ExecutiveDirector

Datuk Sim Peng ChoonPJNNon-Executive Director

COMPANY SECRETARIES

Chong Fook SinATII, MCCS, AFA

Kan Chee JingACIS

Sia Teong HengB.Sc. (Eng), M.Sc.

Managing Director

Mun Chong Shing @Mun Chong Tian

Non-Executive Director

Datuk Sim Peng ChoonPJN

Non-Executive Director

Abdul Rahman Bin A. ShukorB.Sc (Civil & Environmental Eng.), Executive MBA

Non-Executive Director(Alternate to Datuk Sim Peng Choon)

Dato’ Lim Phaik GanDPMP, DMPN, M.A.(Law), FCI, ARBIndependent Non-Executive Director

Tan Sri Dato’ Ir. Muhammad Yusuff Bin HajiMuhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P. Eng, FASIndependent Non-Executive Director

Datuk Dr. Norraesah Bt. Haji MohamadDSPN, PhD., B.Sc. (Econ)Independent Non-Executive Director

Vincent Koh Kok KeeIndependent Non-Executive Director

REGISTERED OFFICE

Wisma Siah Brothers74A Jalan Pahang53000 Kuala LumpurTel : 03-40418118Fax : 03-40435281

AUDITORS

Horwath Mok & PoonPublic AccountantsLevel 16 Tower CMegan Phileo Avenue12 Jalan Yap Kwan Seng50450 Kuala Lumpur

SOLICITORS

Cheang & Ariff39 Court39, Jalan Yap Kwan Seng50450 Kuala Lumpur

Lim & Yeoh145-M Jalan Maharajalela50150 Kuala Lumpur

PRINCIPAL BANKERS

Affin Merchant Bank BerhadAlliance Bank Malaysia BerhadAseambankers Malaysia BerhadBangkok Bank BerhadBumiputra Commerce Bank BerhadCommerce International MerchantBankers Berhad

RHB Bank BerhadUnited Overseas Bank (Malaysia) BerhadUtama Merchant Bank Berhad

REGISTRARS

Tacs Corporate Services Sdn.Bhd.Unit No. 203, 2nd FloorBlock C, Damansara IntanNo. 1, Jalan SS 20/2747400 Petaling JayaTel : 03-71182688Fax : 03-71182693

STOCK EXCHANGE LISTING

The Main Board of Kuala LumpurStock Exchange


BOARD OF DIRECTORS

Sia Kwee Mow @ Sia Hok ChaiJMN, FFB, FCIOB, FAIBExecutive Chairman


TAN SRI DATO’ IR. MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS

Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus, a Malaysian, aged 74, the IndependentNon-Executive Chairman of Siah Brothers Corporation Berhad ("SBC"), was appointed to the Board of Directorsof SBC on 5th February, 1991. On 27th September, 2001, he retired as a Director of SBC at the Eleventh AnnualGeneral Meeting due to personal reasons and was appointed again as an Independent Non-Executive Director ofSBC on 30th April, 2002. He is also a member of the Audit Committee of SBC. He graduated with a Bachelor ofScience Degree majoring in Civil Engineering from the University of Wales, United Kingdom in 1954 and is aChartered Civil Engineer.

He served in the Public Works Department ("Jabatan Kerja Raya" or "JKR") from 1955 until his retirement in 1983,holding the last position as the Director-General of JKR.

He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.

He has no family relationship with any Director and/or major shareholder of SBC.

He does not have any conflict of interest with SBC.

He has not been convicted of any offence within the past 10 years.

He attended two of the three Board Meetings held during the last financial year before his retirement from theBoard of SBC.

SIA KWEE MOW @ SIA HOK CHAI

Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 69, is the Managing Director of Siah Brothers CorporationBerhad ("SBC"). He has been a Director of SBC since its incorporation on 14th June, 1990. He has over 48 yearsof experience in building and civil engineering contracting and not less than 30 years of experience in plasticengineering since the incorporation of Paling Industries Sdn. Bhd. in 1971. He was actively involved in MasterBuilders Association Malaysia ("MBAM") and had served in various capacities including the post of President (1988to 1994). He was elected as the 29th President (1994 to 1996) of the International Federation of Asian andWestern Pacific Contractors’ Associations ("IFAWPCA") during which he led the IFAWPCA delegation to a meetingbetween the World Bank and International Contractors Association held at Washington D.C. in November, 1996.

In recognition of his vast experience and knowledge in construction and his contribution to the building constructionindustry, he was awarded or conferred the following :

● Johan Mangku Negara by DYMM Yang DiPertuan Agong in 2001● Honorary Life President by MBAM in 2001● Fellowship of the Faculty of Building, United Kingdom in 1981● Fellowship of the Chartered Institute of Building, United Kingdom as a Chartered Builder in 1979● Fellowship of the Australian Institute of Building by the Australian Royal Charter of Building in 1982

He was also a previous President of both the Selangor Builders Association and Selangor Chinese Plumbing andSanitary Association.

He also sits on the board of several private limited companies in Malaysia, including several subsidiaries of SBC.

DIRECTORS’ PROFILE AS AT 31ST JULY, 2002


His holdings in the securities of SBC are as follows –

Direct Interest Indirect Interest

Ordinary shares 1,480,800(a) 19,498,523(b)

Transferable Subscription Rights ("TSR") 3,078,500 1,746,780(c)

Employees’ Shares Option Scheme 450,000 -

(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy

Sdn. Bhd. (5,181,023 shares).(c) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence

Sdn. Bhd. (50,200 TSR).

By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extentof SBC’s interest in accordance with Section 6A of the Companies Act, 1965.

He is the father of Sia Teong Heng, an Executive Director and a major shareholder of SBC.

He does not have any conflict of interest with SBC except for those transactions disclosed in Note 38 to thefinancial statements.


He attended all the five Board Meetings held during the last financial year.

SIA TEONG HENG

Sia Teong Heng, a Malaysian, aged 39, was appointed as an Executive Director of Siah Brothers CorporationBerhad ("SBC") on 5th February, 1991. On 27th November, 2001, he resigned as a member of the Audit Committeeof SBC. He graduated in 1985 with a degree in Bachelor of Science in Civil Engineering from LoughboroughUniversity, United Kingdom ("UK") and a Master degree in Management Science from Imperial College, Universityof London, UK in 1986.

His career began in investment banking in 1987 with Morgan Grenfell (Asia) Ltd., Singapore. He joined SBC in1991. Presently, he also sits on the boards of several subsidiaries of SBC.

His holdings in the securities of SBC are as follows -


Ordinary shares 1,698,812(a) 19,498,523(b)

Transferable Subscription Rights ("TSR") - 1,746,780(c)

Employees’ Shares Option Scheme 350,000 -

(a) 91,000 shares are held in bare trust by TASEC Nominees (Tempatan) Sdn. Bhd. -TA First Credit Sdn. Bhd.(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy

Sdn. Bhd. (5,181,023 shares).(c) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence

Sdn. Bhd. (50,200 TSR).

DIRECTORS’ PROFILE AS AT 31ST JULY, 2002 (Cont’d)


By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to theextent of SBC’s interest in accordance with Section 6A of the Companies Act, 1965.

He is a son of Sia Kwee Mow @ Sia Hok Chai, the Managing Director and a major shareholder of SBC.

He does not have any conflict of interest with SBC except for those transactions disclosed in Note 38 to thefinancial statements.



MUN CHONG SHING @ MUN CHONG TIAN

Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 65, was appointed as an Executive Director of SiahBrothers Corporation Berhad ("SBC") on 1st April, 1996 when he was employed as General Manager of PalingIndustries Sdn. Bhd. ("Paling") from 1987 and appointed as a Director in 1991 and remained in both positions untilhis retirement on 31st December, 2001.

On 31st December, 2001, he was redesignated as a Non-Executive Director of SBC.

He has received training in Sales Management conducted by the National Productive Centre and the MalaysianInstitute of Management and a General Management Programme at the National Productivity Board, Singapore.

Prior to his involvement with Paling, he was employed as General Manager in Hume Industries (M) Bhd. where hehas had extensive exposure to industrial engineering and management.



Ordinary shares 21,782 -Transferable Subscription Rights 12,500 -

He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.

He is a brother-in-law to Sia Kwee Mow @ Sia Hok Chai and an uncle to Sia Teong Heng, both are Directors andmajor shareholders of SBC.



He attended three of the five Board Meetings held during the last financial year.




DATO' LIM PHAIK GAN

Dato' Lim Phaik Gan, a Malaysian, aged 82, was appointed as an Independent Non-Executive Director of SiahBrothers Corporation Berhad ("SBC") on 5th February, 1991. She is an advocate and solicitor and was called tothe Bar of England and the Bar of Malaysia. She obtained a Master of Arts degree in Law from the University ofCambridge, United Kingdom and was in active practice at the Bar of Malaysia from 1954 to 1971 and from 1980until today.

Since 1955, she has had a distinguished career in both the private and public sectors. In 1970, she was a memberof the National Economic Consultative Council established when Parliament was suspended as a result of riots in1969. From 1971 to 1980, she served as the Deputy Permanent Representative of Malaysia to the United Nationsand as the Malaysian Ambassador to Yugoslavia, Austria, Belgium and the European Economic Community. She wasMalaysia's Permanent Representative to the United Nations Industrial and Development Organisation andInternational Atomic Energy Agency in Vienna, and served as chairman in various committees.

Since her retirement from the Malaysian Foreign Service in 1980, she has been actively involved in various governmentbodies and advisory panels. She is currently a member of the Board of the Institute of Strategic and InternationalStudies. She was the Director of the Kuala Lumpur Regional Centre for Arbitration, an international organisationinvolved in the conduct and administration of international commercial arbitration for the settlement of disputesarising out of international commercial contracts and joint ventures from 1982 to 2000.

Her holdings in the securities of SBC are as follows -


Ordinary shares 5,000 -

She does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.

She has no family relationship with any Director and/or major shareholder of SBC.

She does not have any conflict of interest with SBC.

She has not been convicted of any offence within the past 10 years.

She attended four of the five Board Meetings held during the last financial year.

DATUK DR. NORRAESAH BT. HAJI MOHAMAD

Datuk Dr. Norraesah Bt. Haji Mohamad, a Malaysian, aged 54, was appointed as an Independent Non-ExecutiveDirector of Siah Brothers Corporation Berhad ("SBC") on 8th July, 1991. She is also the Chairperson of the AuditCommittee of SBC. She holds a Doctorate Degree in Economics Science (International Economics and Finance)which she obtained in 1986 from University of Paris 1, Pantheon Sorbonne, France.

She has over 29 years of working experience in banking, consultancy and international trade and commerce. Sheworked with the International Trade Division of the Ministry of Trade and Industry (now known as the Ministry ofInternational Trade and Industry) from 1972 to 1985 and was later transferred to the Finance Division of theMinistry of Finance holding the post of Principal Assistant Secretary dealing with privatisation and debt management.


In 1988, she joined ESSO Production Malaysia, Inc. as Communications Manager and subsequently, in 1990, tookthe position of Managing Director with a consultant firm providing financial advisory services. From 1991 to 1998she was appointed as the Chief Representative of Credit Lyonnais Bank in Malaysia.

She is currently the Group Chairman of MIDAS Group of Engineering Colleges and also sits on the board of KESMIndustries Berhad, a company listed on the Second Board of the Kuala Lumpur Stock Exchange and several privatelimited companies.

She was awarded the distinction of Darjah Setia Pangkuan Negeri on 13th July, 2002 by Tuan Yang Terutama Yang di-Pertua Negeri Pulau Pinang on His Excellency’s 64th Birthday.

Her holdings in the securities of SBC are as follows -


Transferable Subscription Rights 4,000 -

She does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.

She has no family relationship with any Director and/or major shareholder of SBC.

She does not have any conflict of interest with SBC.

She has not been convicted of any offence within the past 10 years.

She attended three of the five Board Meetings held during the last financial year.

DATUK SIM PENG CHOON

Datuk Sim Peng Choon, a Malaysian, aged 70, was appointed as a Non-Executive Director of Siah BrothersCorporation Berhad ("SBC") on 14th May, 1993. He is also a member of the Audit Committee of SBC. Hegraduated with a Senior Cambridge Certificate from the Anglo Chinese School in Ipoh, Perak Darul Ridzuan in1951.

He started his career in 1951 with Barlow & Co. Ltd., Kuala Lumpur, an agent for consumer goods as theirrepresentative. In 1953 to 1956, he joined Allen & Hansbury Ltd., a manufacturer of vitamin products, antibioticsand surgical instruments as a Medical Representative for Singapore. From 1957 to 1963, he was a Director andManager of H Rogers & Co. Ltd., Kuala Lumpur. In 1964, he established Polychem (M) Sdn. Bhd. He is also currentlythe Chairman of N.P. King (HK) Ltd., Hong Kong and N.P. King Pte. Ltd., Singapore, both act as agents for manufacturersof hardware and industrial products.

He is also active in several social organisations, acting as the Vice-Chairman of Kwan Inn Teng Foundation ofMalaysia since 1980 and a Director and the Deputy Treasurer of Tung Shin Hospital, Kuala Lumpur since 1981 and1986 respectively. He is a life member of Chee Kim Thong Pugilistic & Health Society in 1964.

Presently, he sits on the Board of Cabot Malaysia Sdn. Bhd. and SKF Bearing Industries Malaysia Sdn. Bhd.




He was awarded the distinction of Panglima Jasa Negara on 2nd June, 2001 by the Yang Di-Pertuan Agung on HisMajesty’s 75th Birthday.



Ordinary shares 10,869 -

He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.





VINCENT KOH KOK KEE

Vincent Koh Kok Kee, a Malaysian, aged 42, was appointed as an Independent Non-Executive Director of SiahBrothers Corporation Berhad ("SBC") on 8th October, 2001. He is also a member of the Audit Committee ofSBC. He is an accountant by training and a member of Malaysian Institute of Certified Public Accountants. He hasabout 20 years of experience in auditing and management consulting, including 13 years of service at two of theaccounting profession’s "Big Five" firms. Starting off in auditing, he spent 10 years performing and supervising theaudits of clients in a wide range of industries before moving into management consulting. He was then involved innumerous assignments covering financial and business planning and review, corporate restructuring, systems designand implementation, computerisation and corporatisation and privatisation.

Since September 1995, he has been a freelance consultant, undertaking assignments in the same fields of experienceas well as branching out into customer service strategy and implementation, organisational restructuring andhuman resource management.





He attended all the two Board meetings held during the last financial year since his appointment to the Board ofSBC.


ABDUL RAHMAN BIN A. SHUKOR

Abdul Rahman Bin A. Shukor, a Malaysian, aged 40, was appointed to the Board of Directors of Siah BrothersCorporation Berhad ("SBC") as a Non-Executive Director alternate to Datuk Sim Peng Choon on 5th February,2001. He graduated in 1985 with a degree in Bachelor of Science in Civil & Environmental Engineering from theUniversity of Wisconsin at Madison, USA.

He started his career in 1985 with Machinta Sdn. Bhd. as a Site Engineer, and subsequently joined the Departmentof Environment ("DOE") as an Environmental Controller in 1986. Before he left the DOE, he was involved in thePlanning Department, specifically on the aspect of Environmental Impact Assessment.

In 1992, he joined PNB Equity Resource Corporation Sdn. Bhd., a wholly owned subsidiary company of PNB, as anAssistant Manager in its Venture Capital Business. In 1997, he went to the United States to pursue the ExecutiveMaster of Business Administration program from the University of New Haven at Connecticut. At the same time,he has also sat and passed the First and Second of the three levels Examination of the Chartered Financial Analysis("CFA") Program organised by the Association of Investment Management and Research ("AIMR"), USA. The CFAProgram is a distinguished professional chartership for the financial & investment communities in the USA, andhave following through the establishment of AIMR charters all around the world.

Upon the completion of his studies in 1999, he was assigned as a Manager in the Corporate Services Departmentof Permodalan Nasional Berhad ("PNB"). Presently, he sits on the Board of GKN Driveshafts (Malaysia) Sdn. Bhd.,representing PNB.





He attended four of the five Board meetings held during the last financial year.



CORPO-RATESTRUCTURECORPO-RATESTRUCTURE

CORPORATE STRUCTURE AS AT 12TH AUGUST, 2002

Syarikat Siah BrothersTrading Sdn Bhd

Syarikat Siah BrothersConstruction Sdn Bhd

Siah Brothers EnterpriseSdn Bhd

Siah Brothers LandSdn Bhd

Siah Brothers ProjectManagement Sdn Bhd

Mixwell (Malaysia) Sdn Bhd

Siah Brothers PropertiesSdn Bhd

Paling Industries Sdn Bhd

Siah Brothers IndustriesSdn Bhd

Lifeplus - Siah Brothers TradingJV Sdn. Bhd.

100%

33.3%100%

100%

100%

100%

100%

100%

100%

40%

100%

22.2%

100%

100%

100%

100%

100%

100%

50%

100%

100%

100%

100%

100%

51%

50%

51%

Sri Berjaya Development Sdn Bhd

Sri Rawang Properties Sdn Bhd

Seri Ampangan Really Sdn Bhd

Sinaran Naga Sdn Bhd

Siah Brothers Develoment Sdn Bhd

Tiara Development Sdn Bhd

SBC Homes Sdn Bhd

Winsome Ventures Sdn Bhd

Ligamas Sdn Bhd

South-East Best Sdn BhdSIAH BROTHERSCORPORATION

BERHAD

Aureate Construction Sdn Bhd

SBC Leisure Sdn Bhd

SBC Towers Sdn Bhd

Liga Canggih Sdn Bhd

Masahmura Sdn Bhd

Varich Industries Sdn Bhd

Masahmura Sales &Service Sdn Bhd

Investment Holding

Construction

Property Development

Property Investment Plantation & Nursery

Manufacturing & Trading

100%

100%

50%

Gracemart Resources Sdn Bhd

Sutrati Development Sdn Bhd

Sam & Lau Plantation Sdn Bhd


FINAN-CIAL

HIGHLIGHT

GROUPGROUP FINANCIAL HIGHLIGHTS

- - - -

2002 1,618

Profit Before Taxation (RM'000)

1,421

2,555

2,088

13,364

2001

2000

1999

1998

Thousands0 3 6 9 12 15

2002 81,645

Turnover (RM'000)

92,411

114,707

149,669

256,884

2001

2000

1999

1998

Thousands0 60 120 180 240 300

2002 217,349

Assets Employed (RM'000)

216,501

218,767

224,471

222,233

2001

2000

1999

1998

Thousands0 50 100 150 200 250

2002 216,910

Shareholders' Fund (RM'000)

100,389

100,134

90,564

89,249

2001

2000

1999

1998

Thousands0 50 100 150 200 250

- - -

-

-

2002 2001 2000 1999 1998RM'000 RM'000 RM'000 RM'000 RM'000

RESULTSTurnover 81,645 92,411 114,707 149,669 256,884Profit before taxation 1,618 1,421 2,555 2,088 13,364Profit after taxation but before minority interests 1,503 1,071 3,729 3,923 6,430Profit attributable to shareholders 1,503 1,071 3,729 1,679 2,561

ASSETS EMPLOYEDProperty, plant and equipment 7,047 7,586 13,090 15,789 31,625Investments and other assets 141,705 140,323 141,031 165,810 147,299Net current assets 58,351 58,346 56,393 34,687 34,766Goodwill and deferred expenditure 10,246 10,246 8,253 8,185 8,543

217,349 216,501 218,767 224,471 222,233FINANCED BYShare capital 57,302 57,302 57,302 50,469 50,469Share application account 115,600Reserves 44,008 43,087 42,832 40,095 38,780Minority interests 14,897 13,084Irredeemable ConvertibleUnsecured Loan Stocks 115,600 115,600 115,600 115,600

Deferred Liabilities 439 512 3,033 3,410 4,300

217,349 216,501 218,767 224,471 222,233

SELECTED RATIOSNet earnings per share (sen) 2.4 1.6 6.9 3.3 5.1Net tangible assets per share (sen) 396 165 169 163 160Gross dividend (%) 1.5 1.5 1.0 1.0


STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECTOF THE PREPARATION OF THE FINANCIAL STATEMENTS

The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordancewith applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as togive a true and fair view of the state of affairs of the Group and the Company as of 31 March 2002 and of theresults and cash flows of the Group and Company for the financial year ended on that date.

In preparing the financial statements, the Directors have:-

(a) adopted suitable accounting policies and applied them consistently;

(b) made judgements and estimates that are prudent and reasonable;

(c) ensured the adoption of applicable approved accounting standards; and

(d) used the going concern basis for the preparation of the financial statements.

The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonableaccuracy at any time the financial position of the Group and the Company, and are kept in accordance with theCompanies Act, 1965. The Directors are also responsible for taking such steps as are reasonably open to them tosafeguard the Group’s assets and to prevent and detect fraud and other irregularities.


One of Malaysia’s mostrecognised name in Building


O

EXECUTIVE CHAIRMAN’S STATEMENT

n behalf of the Board of Directors, I am pleased to present the Annual Report and Financial Statements of Siah Brothers Corporation Berhad for the financial year ended 31 March 2002.

OPERATING BACKGROUND

The Malaysian economy rebounded in 2002 with a projected 3.5% GDP growth with economic growth dominatedby public expenditure from the RM28.4 billion development funds allocated for 2002 – 2003. The bulk of theexpenditure is to be spent on infrastructure, education and training, housing, health services as well as industrial,agriculture and rural developments.

After the slowdown in the 4th Quarter of 2001 due to the effect of unfavourable external events, there is now asense that normality has returned since January 2002 when demand for the Group’s activities has increased inmomentum.

FINANCIAL REVIEW

The fiscal year 2002 had been very challenging for Siah Brothers Corporation Berhad. Despite the national andglobal slow down in economic growth in 2001, caused partly by the September 11 incident, the Group continuesto perform reasonably well in its operations, outperforming the results of the previous financial year.

The Group registered a higher gross profit of RM13.15 million as compared to RM11.07 million in the previousfinancial year. Despite the slight decrease in turnover, the gross profit margin was better at 16% as against 12% inthe preceding year as a result of the better contribution from the housing and building constructionprojects undertaken by the Group during the year as well as the on-going rationalisationprogrammes.

The Group’s performance continues to be dominated by its two core activities of housing andbuilding construction, the main contributor to the Group’s turnover and earnings, registereda 55% growth in revenue to RM80.94 million. The Group’s shareholders’ funds increased two-fold from RM100.39 million as at the end of March 2001 to RM216.91 million as at 31 March2002, with the net tangible assets per share of the Group rising to RM2.64 fromRM1.65 previously. Share capital also rose from RM50.47 million to RM75.60 millionon 10 April 2002.

OPERATIONAL REVIEW

Housing

The improved industry environment stimulated by the continuousGovernment’s efforts to encourage the development of affordableresidential properties, and increased disposable income hasled to a positive growth of the residential sub-sector in2001. Growth was supported by strong underlying demandfor residential units, particularly affordable and conventionalhousing in choice locations with good accessibility. Thecurrent low interest rate environment with financialinstitutions offering competitive housing loan packages


EXECUTIVE CHAIRMAN’S STATEMENT (Cont’d)

with lower margin requirements and longertenure provided additional impetus.

Other incentives included withdrawals of EPFfunds for the purchase of a second house ;exemption from stamp duty ; lifting of limitationsfor financial institutions to bridge finance theconstruction of residential properties pricedabove RM250,000 each and shop houses withinresidential areas ; and liberalisation of usage ofproceeds from private debt securities to bridgefinance the development of such propertiesprovided they achieve break-even sales in valueterms. Further, the stamp duty exemption for

the purchase of properties from developers has resulted in an improvement in the property overhang situationand potential buyers who had previously held back purchases in anticipation of price reduction do realise thatprices had bottomed out.

The Group’s housing development sector was a hive of activity during the financial year with launching of newphases by Seri Ampangan Realty Sdn Bhd , Sinaran Naga Sdn Bhd, Mixwell (Malaysia) Sdn Bhd and its 50% ownedassociate company, Ligamas Sdn Bhd. For fiscal year 2002, the housing development sector continues to performwell, and an increase in contribution towards the Group’s future revenue and profitability can be expected fromthis sector.

Seri Ampangan Realty has to date launched 8 phasesof its housing development project at Taman Mastiara,5th Mile, Jalan Ipoh residential neighbourhoods, KualaLumpur. The phases launched comprise double-storeylink houses, three-storey shop offices, three-storeytownhouses, double-storey shop offices and four-storey shop office suites cum apartments. Thecumulative sales since its maiden phase launched in1993 is RM177.2 million.

4 Storey Shop Office Suites Cum ApartmentsTaman Mastiara, Kuala Lumpur

Completed Townville At Taman Mastiara, Kuala Lumpur

Single Storey Terrace HousesPerkampungan Seri Mahkota Aman, Kuantan

Sinaran Naga, which is developing Kuantan’s largest mixedtownship namely Perkampungan Seri Mahkota Aman,alongside the dual carriageway Jalan Kuantan Gambang andnext to TUDM Air Force base and Kuantan Airport, isperforming equally well. Cumulative sales to date since themaiden launch in 1997 is RM60.5 million. With theanticipated opening of the East-West Highway in 2004,demand for both commercial and residential propertieswill be further enhanced. The success of PerkampunganSeri Mahkota Aman have been attributed to location, pricingand the government’s ongoing policy of home ownershipas well as stemmed from the air armed forces personnel,given the proximity of an army camp located a mere twokilometres from the development site.



During the financial year, Mixwell has launched and commencedconstruction works of the 400 units of low cost apartmentsat Taman Selat Sutera, Klang, generating a total sales revenueof RM16.7 million. This project is a joint venture developmentwith TA Group, a financial institution. The second phasecomprises 294 units of double-storey link houses will belaunched later part of the year and its contribution in termsof sales value is approximately RM39.7 million.

Ligamas Sdn Bhd, a joint venture company withPerbadanan Kemajuan Negeri Selangor, is developing anew town centre known as Bandar Utama in Batang Kaliwith a land bank of approximately 1,877 acres. Morethan 4,000 units of mixed commercial and residentialproperties have been built and delivered to date. Thecompleted properties comprise low cost terrace houses,shop offices, single and double-storey terrace houses,semi-detached houses and bungalows. The project hasto date in total contributed sales value more than RM250million since its maiden launch about 7 years ago.

The ongoing success of Taman Mastiara, Perkampungan Seri Mahkota Aman, Taman Selat Sutera and BandarUtama, Batang Kali gives the Group somewhat of an important diversity in its portfolio of income, especiallyduring this recovery phase of the economy.

Construction

Syarikat Siah Brothers Trading Sdn Bhd, a PKK ‘A’ license builder and Syarikat Siah Brothers Construction Sdn Bhdspearhead the Group’s construction activities. Construction sector has achieved a commendable performancein the fiscal year 2002. The balance of construction order book brought forward from the previous financial year,coupled with new contracts secured during the year were instrumental in maintaining the Group’s busy constructionactivities for the financial period.

Amongst the major construction contractsundertaken by the construction sector during thefinancial year under review include :-

● Campus and academic facilities for theInternational Institute of Islamic Thoughtand Civilisation at Taman Duta, KualaLumpur.

● Traditional single-storey and double-storeyterrace houses at Bandar Utama, Batang Kali,Selangor.

● Road upgrading of Jalan Batu Caves-SimpangTiga for Jabatan Kerja Raya Selangor.

Construction Of Low Cost Apartments In ProgressTaman Selat Sutera, Klang

Double Storey Terrace HousesBandar Utama, Batang Kali

Road Upgrading At Jalan Batu Caves-Simpang Tiga


The Group’s construction activities were also boosted by the launching of new phases of the Group’s housingdevelopment activities.

Going forward, the Group was recently the successful bidder in the tender for the turnkey construction of 293units of double-storey terrace houses at Taman Damansara Emas, Kota Damansara, Kuala Lumpur worth acontract value of RM60 million. Physical works have started in the third quarter of 2002, with a constructionperiod of 18 months.

In July 2002, Syarikat Siah Brothers Trading Sdn Bhd was awarded with the 30 years Excellent Service Award byMaster Builders Association Malaysia for its contribution to the construction industry in the last 30 years.

Manufacturing

The Group’s 40% associate in Paling Industries Sdn Bhd in partnershipwith Brussels based Etex S. A., currently the world largest plastic buildingmaterials manufacturer, is achieving encouraging results. Etex’s vastresearch and development experience and wide product range seemto have an immediate impact on the bottom line of Paling Industries.Going forward, we expect more opportunities for the Group in termsof bargaining strength and transfering of advanced technology and mostimportantly a regional business model in the making, continuallycontributing to the growth of the Group’sbottom line.

CORPORATE DEVELOPMENT

During the year under review, the Group has undertaken to issue RM61,961,250nominal value Al-Bai Bithaman Ajil Bonds ("Proposed ABBA Bonds") comprisingRM49,569,000 nominal value Primary ABBA Bonds and RM12,392,250 nominalvalue Secondary ABBA Bonds via a private placement exercise, with a tenureof 5 years from the date of issue. The application of the Proposed ABBABonds was submitted to the Securities Commission ("SC") on 20 June 2002,and the SC had vide its letter dated 19 July 2002 approved the Proposed ABBABonds.

The year under review also saw the Company entering into Share Sale Agreementsto acquire the remaining 80% equity interest in its associate company, South-East Best Sdn Bhd. The acquisitionwill enable the Group to expand its existing construction and housing development business and its existingmarket coverage to East Malaysia, as well as to enhance the financial performance of the Group for the future. Theacquisition had been approved by the shareholders at the Extraordinary General Meeting convened on 30 April2002. With the completion of the acquisition, South-East Best has been transformed from a 20% owned associatedcompany to a wholly-owned subsidiary of the Company.

As for the fund raising exercise involving the proposed rights issue and proposed special issue which were approvedby the SC on 2 October 2000 and 26 February 2001 respectively, the Board of Directors of the Company had on6 September 2001 and 23 October 2001 decided to abort both the proposed issues, in view of the prevailingweak equity market condition and its uncertain outlook at that point of time.

EXECUTIVE CHAIRMAN’S STATEMENT(Cont’d)

Paling’s Products

Paling’s Products


EMPLOYEES’ SHARE OPTION SCHEME

During the financial year ended 31 March 2001, options to subscribe for 3,563,000 shares were granted to eligibleemployees of the Group. At the end of year 2002, 492,000 options and 1,317,000 options had lapsed pursuantto the Scheme as a result of staff resignations and divestment of its equity interest in Paling Industries Sdn Bhdrespectively. As at 31 March 2002, 1,754,000 options remain unexercised under the Scheme.

CHANGE IN DIRECTORATE

It is my great pleasure to welcome our new Board member, Mr Vincent Koh Kok Kee who was appointed as anIndependent Non-Executive Director on 8 October 2001. Mr Vincent Koh brings with him a wealth of experiencefrom the field of auditing, internal control and management consulting. His experience will enhance the currentdiversity of expertise that the Board possesses and as a member of our Audit Committee, his background as anaccountant by training is invaluable.

I would also like to take this opportunity to thank Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus,who retired from the Board on 27 September 2001 and was reappointed as an Independent Non-ExecutiveDirector on 30 April 2002, for his guidance and invaluable contributions to the Group during his tenure asChairman of the Company.


International Institute Of Islamic Thought And Civilization (ISTAC)Persiaran Duta, Taman Duta, Kuala Lumpur

FUTURE OUTLOOK

The economic outlook for 2002 / 2003 is that ofoptimism. The Government’s projected GDPgrowth of 3% to 4% for the year 2002 is expectedto be led by domestic consumption andinvestment. The growth will be on the back ofan anticipated recovery in world economy, whichis forecasted to materialize in the later part ofthe year.

Under the Eighth Malaysian Plan 2001-2005, theGovernment has estimated housing needs ofapproximately 160,000 units per annum. WithMalaysia’s strong demographics, demand foraffordable houses are expected to remain steadyand in line with the Government’s objective, theGroup will continue to provide affordable homesto meet the housing needs of the population .

In the construction sector, the Group isencouraged by the Government’s recognition ofthe need to further boost the flaggingconstruction sector, one of the main drivers ofgrowth. With the extensive experience inconstructing high-rise buildings and housingestates, the Group hopes to win a fair share ofthe contracts and projects that will be availablefor bidding.


With the economy firmly on an upward trend, we expect housing and construction sentiment to finally begin tomove in an upward cycle improving sentiments in both of our business areas of housing and building.

The Board of Directors are optimistic in achieving a satisfactory financial performance for the forthcomingfinancial years.

DIVIDEND

In spite of a fair result for the fiscal year 2002, the Board of Directors have chosen to take a prudent stance toconserve cashflow and thus, no dividend is recommended for the financial year ended 31 March 2002.

ACKNOWLEDGEMENT

The Group’s achievement in the face of adversity is a reflection of the strength of the management team, wisecounsel from the fellow Board members and the competency and enthusiasm of all employees.

On behalf of the Board of Directors, I wish to record my sincere appreciation and gratitude to the shareholders,joint venture partners, valued business associates, bankers, lawyers, auditors and government authorities for theirconfidence and support to the Group.

With the stoic loyalty and commitment of the management and employees and the continuous support of theshareholders, customers and business associates, I am positive of the Group’s capability to continue to grow byriding on the economic recovery.

Thank you.

Sia Kwee Mow @ Sia Hok ChaiJMN, FFB, FCIOB, FAIBExecutive Chairman

12 August 2002



aya bagi pihak Lembaga Pengarah dengan sukacitanya membentangkan Laporan Tahunan dan Penyata KewanganSiah Brothers Corporation Berhad bagi tahun kewangan berakhir 31 Mac 2002.

MAKLUMAT OPERASI

Pemulihan ekonomi Malaysia dalam tahun 2002 dengan jangkaan pertumbuhan KDNK sebanyak 3.5% berpuncaterutamanya dari perbelanjaan awam yang berjumlah RM28.4 bilion, dari dana pembangunan yang diperuntukkanbagi tahun 2002-2003. Sebahagian besar peruntukkan ini dijangka akan dibelanjakan bagi sektor infrastruktur,pendidikan dan latihan, perumahan, perkhidmatan kesihatan serta sektor perindustrian, pertanian dan pembangunanluar bandar.

Selepas kemerosotan ekonomi bagi suku ke-empat tahun 2001 akibat keadaan ekonomi asing yang kurang memuaskan,Kumpulan kini berpendapat bahawa keadaan ekonomi telah beransur pulih berasaskan permintaan untuk aktiviti-aktiviti Kumpulan yang telah meningkat semenjak Januari 2002.

TINJAUAN KEWANGAN

Tahun kewangan 2002 merupakan tahun yang begitu mencabarkan bagi Siah Brothers Corporation Berhad. Walaupunpertumbuhan ekonomi dalam tahun 2001 terjejas akibat insiden 11 September, Kumpulan masih berupayamenunjukkan prestasi yang memuaskan dari segi operasi dan mencapai peningkatan keuntungan berbanding dengantahun sebelumnya.

Kumpulan mencatat keuntungan kasar yang lebih tinggi berjumlah RM13.15 juta berbanding denganRM11.07 juta bagi tahun sebelumnya. Pengurangan perolehan langsung tidak menjejaskan keuntungankasar malah margin keuntungan kasar telah meningkat ke 16% berbanding dengan 12% bagitahun sebelumnya, hasil dari sumbangan projek-projek perumahan dan pembinaan yangdiusahakan oleh Kumpulan bagi tahun ini serta program-program rasionalisasi yang masihdilaksanakan.

Keputusan Kumpulan terus didominasi oleh dua aktiviti utama iaitu perumahan dan pembinaan.Hasil dari penjana utama perolehan dan pendapatan ini, perolehan Kumpulan telah mencatatpertumbuhan sebanyak 55% ke RM80.94 juta. Dana pemegang saham telah meningkatdua kali ganda dari RM100.39 juta pada akhir tahun 31 Mac 2001 ke RM 216.91 jutapada akhir tahun 31 Mac 2002. Sejurus itu, aset nyata bersih sesaham Kumpulantelah meningkat ke RM2.64 berbanding dengan RM1.65 tahun sebelumnya. Pada10 April 2002, modal saham juga meningkat dari RM50.47 juta ke RM75.60 juta.

TINJAUAN OPERASI

Perumahan

Pemulihan keadaan industri hasil dari usaha-usaha lanjutanKerajaan yang menggalakkan pembangunan perumahan kosmampu milik serta peningkatan keupayaan perbelanjaanumum telah menghasilkan pertumbuhan yang positif bagisub-sektor perumahan dalam tahun 2001. Permintaan yangkian menggalakkan terutamanya bagi unit-unit perumahankos mampu milik konvensional di lokasi-lokasi pilihan

PENYATA PENGERUSI EKSEKUTIF

S


PENYATA PENGERUSI EKSEKUTIF (Samb.)

diiringi dengan infrastruktur pengangkutan yang sempurna merupakan faktor-faktor utama pertumbuhan ini.Pertumbuhan ini turut disokong oleh institusi-institusi perbankan yang menawarkan pelbagai pinjaman perumahankompetitif yang berfaedah rendah, syarat-syarat pinjaman perumahan yang dilonggarkan serta jangkamasa pembayaranyang lebih panjang.

Insentif-insentif lain termasuk pengeluaran dari dana KWSPuntuk pembelian rumah kedua; pengecualian duti setem;pelonggaran had-had tertentu bagi institusi kewangan dalampembiayaan pembangunan hartanah kediaman yang berhargaRM250,000 ke atas serta rumah-kedai di kawasan kediaman;dan liberalisasi dalam penggunaan dana dari securiti-securitihutang persendirian untuk pembiayaan pembangunan hartanahberkenaan, dengan syarat pembangunan tersebut mencapaititik pulangan jualan. Pengecualian duti setem bagi pembelianhartanah dari pihak pemaju dan kesedaran pembeli-pembeliberpotensi bahawa harga hartanah telah mencapai dasarnyajuga telah mengaktifkan semula aktiviti-aktiviti jualan hartanah.

Tahun ini, sektor pembangunan perumahan Kumpulan sememangnya menunjukkan kemajuan dengan pelancaranfasa baru oleh Seri Ampangan Realty Sdn Bhd, Sinaran Naga Sdn Bhd, Mixwell (Malaysia) Sdn Bhd dan syarikatbersekutu 50%, Ligamas Sdn Bhd. Bagi tahun kewangan 2002,prestasi dalam sektor pembangunan perumahan terusmenunjukkan keputusan yang meransangkan dan sumbangan darisegi perolehan dan keuntungan dalam sektor ini dijangka akanberterusan di masa depan.

Hingga kini, Seri Ampangan Realty telah melancarkan 8 fasa projekpembangunan perumahan di Taman Mastiara, Batu 5, Jalan Ipoh,Kuala Lumpur. Fasa-fasa yang telah dilancarkan terdiri daripadarumah teres dua tingkat, kedai pejabat dua dan tiga tingkat, rumahbandar tiga tingkat dan kedai pejabat/pangsapuri empat tingkat.Sejak pelancaran yang pertama dalam tahun 1993, jumlah nilaijualan setakat ini telah mencapai angka RM177.2 juta.

Sinaran Naga yang kini giat membangunkan perbandaran terbesardi Kuantan, Perkampungan Seri Mahkota Aman yang terletak disepanjang lebuhraya Jalan Kuantan Gambang dan berjiran dengankem Tentera Udara TUDM dan Lapangan Terbang Kuantan jugamenunjukkan prestasi yang memuaskan. Sejak pelancaran ulungnyadalam tahun 1997, jumlah nilai jualan setakat ini telah mencapaiangka RM60.5 juta. Pembinaan Lebuhraya Timur-Barat yangdijangka siap dalam tahun 2004 akan dapat meningkatkan lagipermintaan terhadap hartanah perumahan dan komersial. Kejayaanprojek Perkampungan Seri Mahkota Aman adalah berasaskan ciri-ciri lokasinya, harga yang berpatutan dan dasar lanjutan pemilikanperumahan oleh Kerajaan serta potensi jualan kepada kakitangan

Kedai Pejabat / Pangsapuri 4 Tingkat Taman Mastiara, Kuala Lumpur

Rumah Teres Satu TingkatPerkampungan Seri Mahkota Aman, Kuantan

Rumah Bandar Yang Siap DibinaTaman Mastiara, Kuala Lumpur

Tentera Udara berdasarkan jarak tapak pembangunan yang tidakmelebihi dua kilometer dari kem tentera.


Dalam tahun kewangan ini, Mixwell telah melancar danmemulakan kerja-kerja pembinaan untuk 400 unit apartmenkos rendah yang akan menjanakan nilai jualan berjumlahRM16.7 juta, di Taman Selat Sutera, Klang. Projek ini adalahpembangunan usahasama dengan Kumpulan TA, sebuahinstitusi kewangan. Fasa kedua yang terdiri daripada 294 unitrumah teres dua tingkat dijangka akan dilancarkan padapenghujung tahun ini. Sumbangan dari segi nilai jualan untukfasa kedua ini dianggarkan berjumlah RM39.7 juta.

Rumah Teres Satu TingkatBandar Utama, Batang Kali


Kerja-kerja Pembinaan Apartmen Kos Rendah SedangGiat Dijalankan, Taman Selat Sutera, Klang

Menaik-taraf Lebuhraya Jalan Batu Caves-Simpang Tiga

Ligamas Sdn Bhd, syarikat usahasama denganPerbadanan Kemajuan Negeri Selangor kini terus giatmembangunkan bandar baru yang dikenali sebagaiBandar Utama di Batang Kali atas tanah seluas 1,877ekar. Sehingga kini, syarikat ini telah berjayamenyampaikan lebih daripada 4,000 unit hartanahkomersial dan kediaman yang terdiri daripada rumahteres kos rendah, rumah-kedai, rumah teres satu dandua tingkat, rumah berkembar dan banglo kepadapembelinya. Pada masa ini, projek ini telahmenyumbangkan nilai jualan lebih dari RM250 juta sejakpelancaran ulungnya 7 tahun yang lalu.

Kejayaan yang dicapai dalam projek-projek yang telah dilaksanakan di Taman Mastiara, Perkampungan Seri MahkotaAman, Taman Selat Sutera dan Bandar Utama, Batang Kali membawa kepelbagaian dari segi sumber pendapatanterutamanya pada fasa pemulihan ekonomi ini.

Pembinaan

Syarikat Siah Brothers Trading Sdn Bhd dengan lesen PKK “A” dan Syarikat Siah Brothers Construction Sdn Bhdmenerajui aktiviti pembinaan Kumpulan. Prestasi sektor pembinaan bagi tahun kewangan 2002 adalah memuaskan.Baki buku tempahan dari tahun lepas bersama dengan kontrak-kontrak baru yang diperolehi membolehkan Kumpulanmengekalkan aktiviti-aktiviti pembinaan yang aktif bagi tahun kewangan ini.

Antara kontrak-kontrak pembinaan utama yang dikendalikan oleh sektor pembinaan dalam tahun kewangan iniadalah seperti berikut :-

● Kampus dan kemudahan akademik Institusi AntarabangsaPemikiran dan Tamadun Islam di Taman Duta, Kuala Lumpur.

● Rumah teres tradisional satu dan dua tingkat di Bandar Utama,Batang Kali, Selangor.

● Menaik-taraf lebuhraya Jalan Batu Caves-Simpang Tiga bagi pihakJabatan Kerja Raya Selangor.

Pencapaian dalam aktiviti pembinaan juga berasaskan pelancaran fasa-fasa baru projek-projek pembangunan perumahan yang diusahakanoleh anak-anak syarikat Kumpulan.


Kumpulan telah berjaya memperolehi tender pembinaan turnkey 293 unit rumah teres dua tingkat di TamanDamansara Emas, Kota Damansara, Kuala Lumpur yang bernilai RM60 juta. Kerja-kerja fizikal telah bermula sejaksuku ke-tiga tahun 2002 dan jangkamasa pembinaan dijangka mengambil masa selama 18 bulan.

Dalam bulan Julai 2002, Syarikat Siah Brothers Trading Sdn Bhd telah dianugerahkan Anugerah Servis Cemerlang 30Tahun oleh Persatuan Pemborong Binaan Malaysia sebagai tanda penghargaan atas sumbangannya terhadap industripembinaan untuk tempoh 30 tahun ini.

Perkilangan

Syarikat bersekutu 40% Paling Industries Sdn Bhd adalah satuusahasama dengan Etex S.A., sebuah pengilang bahan-bahan binaanplastik yang terbesar di dunia, yang beroperasi di Brussel.Usahasama ini telah mencapai keputusan yang menggalakkan. Ilmupengetahuan dan pengalaman yang luas dalam kerja-kerjapenyelidikan dan pembangunan serta kepelbagaian bahan-bahanjualannya telah memberikan kesan-kesan yang

positif atas keputusan Paling Industries.Menerusi usahasama ini, Kumpulan juga

berupaya mengukuhkan daya rundingannya,membolehkan pemindahan pengetahuan teknologi yang canggih dan yang lebihpenting, ianya kini berpotensi membina satu model perniagaan di rantau iniyang akan terus menyumbang kepada keuntungan Kumpulan.

PERKEMBANGAN KORPORAT

Dalam tahun kewangan ini, Kumpulan telah mengambil langkah untukmenerbitkan RM61,961,250 nilai nominal Bon Al-Bai Bithaman Ajil("Penerbitan Bon ABBA") yang terdiri dari RM49,569,000 nilai nominalBon ABBA Pertama dan RM12,392,250 nilai nominal Bon ABBA Keduamenerusi pelaksanaan penempatan persendirian untuk tempoh 5 tahun dari tarikh terbitan. Permohonan untukPenerbitan Bon ABBA ini telah diserahkan kepada Suruhanjaya Sekuriti ("SS") pada 20 Jun 2002 dan SS telahmemberikan persetujuannya menerusi surat yang bertarikh 19 Julai 2002.

Dalam tahun kewangan ini juga, Syarikat telah menandatangani Perjanjian Jualan Saham untuk memperolehi baki80% ekuiti saham dalam syarikat bersekutunya, South-East Best Sdn Bhd. Perolehan ini akan membolehkan Kumpulanmengembangkan aktiviti-aktiviti pembinaan dan pembangunan perumahan dan sekaligus memperluaskan pasarannyake Malaysia Timur serta meningkatkan prestasi kewangan Kumpulan untuk masa kelak. Perolehan ini telah diluluskanoleh ahli-ahli pemegang saham dalam Mesyuarat Agung Luarbiasa pada tarikh 30 April 2002. Sejurus selepas perolehanini, South-East Best berubah dari syarikat bersekutu 20% milikan kepada anak syarikat dimiliki penuh oleh Syarikat.

Pada 6 September 2001 dan 23 Oktober 2001, Lembaga Pengarah telah mengambil keputusan untuk menggugurkancadangan pelaksanaan penambahan dana iaitu termasuk cadangan terbitan hak dan cadangan terbitan khas yangdiluluskan oleh SS pada 2 Oktober 2000 dan 26 Februari 2001 masing-masing, memandangkan keadaan pasaranekuiti yang agak lemah dan ketidakpastian terhadap haluannya pada masa itu.

Barangan Keluaran Paling

Barangan Keluaran Paling



Institut Antarabangsa Pemikiran dan Tamadun Islam, Persiaran Duta, Taman Duta, Kuala Lumpur


SKIM OPSYEN SYER PEKERJA

Dalam tahun kewangan berakhir 31 Mac 2001, opsyen untuk melanggan 3,563,000 syer telah diberikan kepadakakitangan Kumpulan yang layak. Pada akhir tahun 2002, 492,000 opsyen dan 1,317,000 opsyen ini telah ditarikbalikmengikut peraturan yang tertakluk di bawah Skim ini atas sebab perletakan jawatan kakitangan dan pelupusanpelaburan dalam Paling Industries Sdn Bhd masing-masing. Pada akhir tahun 31 Mac 2002, baki opsyen yang masihbelum dilanggan di bawah Skim ini adalah 1,754,000.

PERUBAHAN LEMBAGA PENGARAH

Saya dengan sukacitanya mengalu-alukan penyertaan ahli Lembaga yang baru, En. Vincent Koh Kok Kee yang dilantiksebagai Pengarah Bukan Eksekutif Bebas pada 8 Oktober 2001. En.Vincent Koh membawa bersama beliaupengalamannya dari bidang odit, kawalan dalaman dan penasihat pengurusan. Pengalaman beliau memperluaskanlagi pelbagai bidang kepakaran yang dimiliki oleh para-para Lembaga dan sebagai ahli Jawatankuasa Odit,latarbelakangnya sebagai seorang akauntan terlatih amat dihargai.

Saya juga mengambil kesempatan ini untuk mengucapkan ribuan terima kasih kepada Tan Sri Dato’ Ir. MuhammadYusuff bin Haji Muhammad Yunus, yang telah bersara pada 27 September 2001 dan menyertai semula pada 30 April2002 sebagai Pengarah Bukan Eksekutif Bebas, atas pimpinan dan sumbangan beliau kepada Kumpulan sepanjangtempoh beliau menjawati Pengerusi Kumpulan.

PROSPEK MASA HADAPAN

Kumpulan adalah optimistik terhadap prospek ekonomi untuk tahun 2002 / 2003. Kerajaan menganggar pertumbuhanKDNK sebanyak 3% ke 4% bagi tahun 2002 akan diterajui oleh perbelanjaan dalam negara dan pelaburan.Pertumbuhan ini juga berasaskan pemulihan ekonomi dunia yang dijangka akan dicapai pada penghujung tahun ini.

Mengikut Rancangan Malaysia Ke-lapan 2001-2005, Kerajaan telah menganggarkan keperluan tahunan untukperumahan dalam linkungan 160,000 unit. Mengikut daftar perangkaan Malaysia, permintaan terhadap perumahanmampu milik akan berkekalan. Sejajar dengan objektif Kerajaan, Kumpulan akan terus berusaha untuk membekalkanunit-unit perumahan yang mampu dimiliki oleh semua lapisan masyarakat.

Bagi sektor pembinaan, Kumpulan amat mengalu-alukan hasrat Kerajaan untuk mengaktifkan lagi sektor ini, yangdianggap sebagai pengemudi pertumbuhan. Kumpulan dengan pengalamannya yang luas dalam bidang pembinaanbangunan-bangunan cakar langit dan estet perumahan, mengharapkan ia berdaya saing untuk kontrak-kontrak atauprojek-projek yang bakal ditawarkan.


Dengan pemulihan keadaan ekonomi yang jelas, Kumpulan menjangka sentimen perumahan dan pembinaan akanterus maju dan ianya merupakan petanda yang baik bagi pengembangan perniagaan utama Kumpulan.

Lembaga Pengarah yakin Kumpulan akan mencapai keputusan yang memuaskan bagi tahun kewangan akan datang.

DIVIDEN

Walaupun Kumpulan telah mencapai keputusan yang memuaskan bagi tahun kewangan 2002, namun LembagaPengarah berpendapat bahawa langkah yang cermat perlu diambil untuk mengekalkan dana Kumpulan. Oleh itu,Lembaga mengesyorkan tiada dividen diisytiharkan bagi tahun kewangan berakhir 31 Mac 2002.

PENGHARGAAN

Pencapaian Kumpulan di sebalik segala rintangan yang diharungi menunjukkan kewibawaan pihak pengurusan, nasihatyang arif dari para ahli Lembaga dan kecekapan dan semangat semua kakitangan.

Bagi pihak Lembaga Pengarah, saya ingin merakamkan penghargaan saya kepada para pemegang saham, rakanusahasama, ahli rakan perniagaan yang dihargai, bank, peguam, juruodit dan pihak berkuasa Kerajaan atas keyakinandan sokongan mereka terhadap Kumpulan.

Dengan kesetiaan dan amanat kukuh kesemua ahli pengurusan dan kakitangan serta sokongan berlanjutan daripemegang saham, pelanggan dan rakan perniagaan, saya yakin Kumpulan akan terus maju dan berkembang bersamadengan pemulihan ekonomi negara.

Sekian, terima kasih.

Sia Kwee Mow @ Sia Hok ChaiJMN, FFB, FCIOB, FAIBPengerusi Eksekutif

12 Ogos 2002



STATEMENT OF CORPORATE GOVERNANCE AS AT 12TH AUGUST, 2002

The Board of Siah Brothers Corporation Berhad is pleased to report to shareholders on the manner the Grouphas applied the Principles and the extent of compliance with the Best Practices in Corporate Governance as setout in Part 1 and Part 2 respectively of the Malaysian Code on Corporate Governance ("the Code").

The Board welcomes the recommendations of the Code which sets out the principles and best practices onstructures and processes that companies may use in their operations towards achieving the optimal governanceframework.

Throughout the financial year ended 31 March 2002, the Company has applied the best practices of the Code. Theyet to be complied best practices of the Code and the related reasons are set out below.

Provision of the Details ReasonsCode

Part 2, AA VII Senior independent non-executive Since the Chairman of each Board meetingdirector to whom concerns may encourages the full participation of each andbe conveyed. every Board member, the Board considered

that it was not necessary to appoint a seniorindependent non-executive director to whomconcerns may be conveyed. However, the Boardtakes cognizance of the recommendation of thebest practices of the Code and will review thisin due course.

Part 2, AA VIII Nomination Committee The Nomination Committee has yet to beestablished. The Board takes cognizance of therecommendation of the best practices of theCode and will review this in due course.

Part 2, AA XXIV Remuneration Committee The Remuneration Committee has yet to beestablished. The Board takes cognizance of therecommendation of the best practices of theCode and will review this in due course.

Set out in the ensuing paragraphs, are descriptions of how the Group has applied the principles and best practicesof the Code.

BOARD OF DIRECTORS

Composition And Balance

As at the date of this statement, the Board consists of 9 members, comprising 4 independent non-executiveDirectors, 3 non-executive Directors and 2 executive Directors. With this Board composition, the Companycomplies with paragraph 15.02 of the Listing Requirement of the Kuala Lumpur Stock Exchange where at least 2Directors or 1/3 of the Board whichever is higher, are independent Directors.


Composition And Balance (Cont’d)

The Directors from different backgrounds and specialisations, collectively bring depth and diversity in experienceto the Group’s operations. The independent Non-Executive Directors are independent from Management andhave no relationships that could interfere with the exercise of their independent judgment. They bring to bearobjective and independent judgement to the decision making of the Board and provide an effective check andbalance for the Executive Directors. The Board is satisfied that the current Board composition fairly reflects theinvestment of minority shareholders in the Company and represents the needed mix of skills and experiencerequired to discharge the Board’s duties and responsibilities.

The profiles of the members of the Board are set out in this Annual Report under the section named Directors’Profile.

Duties And Responsibilities

The Board of Siah Brothers Corporation Berhad is primarily responsible for:-

● Reviewing and adopting a strategic plan for the Group;

● Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed;

● Identifying principal risk and ensure the implementation of appropriate systems to manage these risks;

● Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacingsenior management;

● Developing and implementing an investor relations program or shareholder communications policy for theCompany; and

● Reviewing the adequacy and the integrity of the Company’s internal control systems and managementinformation systems, including systems for compliance with applicable laws, regulations, rules, directives andguidelines.

The roles of the Managing Director and Chairman are clearly distinct to ensure that there is a balance of powerand authority. The Chairman is primarily responsible for the working of the Board, its membership and participationof the members at Board meetings. The Managing Director is responsible for the daily management of the Group’sbusiness operations and implementation of policies and strategies adopted by the Board.

On 27 September 2001, Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus, the Chairman, retired andthe role of the Chairman was vacant until the recent appointment of Mr Sia Kwee Mow, Managing Director, asExecutive Chairman on 8 August 2002. Upon his appointment as Executive Chairman, Mr Sia Kwee Mow vacatedhis position as the Managing Director of the Company. Effective the same date, Mr Sia Teong Heng, ExecutiveDirector, has been appointed by the Board of Directors to assume the role of Managing Director of theCompany.

STATEMENT OF CORPORATE GOVERNANCE AS AT 12TH AUGUST, 2002 (Cont’d)


Board Meetings

During the financial year ended 31 March 2002, the Board met 5 times where it deliberated on and consideredmatters relating to the Group’s financial performance, significant investments, corporate development, strategicissues and business plans. Details of each Director’s attendance of Board meetings are set out below.

Name of Director No. of meetings attended

Sia Kwee Mow @ Sia Hok Chai 5 / 5

Sia Teong Heng 5 / 5

Mun Chong Shing @ Mun Chong Tian 3 / 5

Dato’ Lim Phaik Gan 4 / 5

Datuk Dr. Norraesah Bt. Haji Mohamad 3 / 5

Datuk Sim Peng Choon 5 / 5

Abdul Rahman Bin A. Shukor (Alternate to Datuk Sim Peng Choon) 4 / 5

Vincent Koh Kok Kee (Appointed on 8 October 2001) 2 / 2

Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus

(Retired on 27 September 2001, appointed on 30 April 2002) 2 / 3

All Directors are furnished with the meeting agenda and other documents on matters requiring their considerationprior to and in advance of each meeting. The documents are comprehensive and include qualitative and quantitativeinformation to enable the Board members to make informed decisions. Senior management is invited to attendthese meetings to explain and clarify matters being tabled.

In addition, there is a formal schedule of matters reserved specifically for the Board’s decisions. These includeapproval of key policies, significant acquisitions and disposals of assets, significant investments and approval ofbudgets and corporate plans.

All Directors have access to the advice and services of the Company Secretary. If required, the Directors mayengage independent professionals at the Group’s expense, in the furtherance of their duties.

Re-Election And Re-Appointment Of Directors

In accordance with the Company’s Articles of Association, one third of the Directors shall retire from office and beeligible for re-election at the annual general meeting. Furthermore, each Director shall retire from office at leastonce in every three years. Directors who are of or over the age of seventy years shall also retire from office andbe eligible for re-appointment at the annual general meeting pursuant to the Section 129 (6) of the CompaniesAct, 1965.

Directors’ Training

All members of the Board have attended the Mandatory Accrediation Programme conducted by the ResearchInstitute of Investment Analysts Malaysia except for Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunuswho was appointed to the Board as Independent Non-Executive Director on 30 April 2002. The Board will ensurethat all its members attend such training programs as prescribed by the Kuala Lumpur Stock Exchange.




Directors’ Training (Cont’d)

The Code does not have a formal training program for its new Directors but the Board is mindful of therecommendations of the Code and will review the necessity for formal training from time to time.

AUDIT COMMITTEE

The Board has on 20 July 1994 established the Audit Committee. The present Audit Committee comprises 4members. Please refer to the Audit Committee Report for further details.

DIRECTORS’ REMUNERATION

The details of the remuneration of each Director during the financial year ended 31 March 2002 are as follows:-

(a) Total Remuneration

Basic Bonus Fee Benefits AttendanceSalary -In-Kind Fee Total

RM RM RM RM RM RM

Executive

Sia Kwee Mow @Sia Hok Chai 396,000 - - 16,925 - 412,925

Sia Teong Heng 180,000 - - 13,500 - 193,500

Yeoh Hock Thong(Resigned on 2 April 2001) 12,500 - - 1,450 - 13,950

Non-Executive

Mun Chong Shing @Mun Chong Tian - - 3,000 - 300 3,300

Dato’ Lim Phaik Gan - - 12,000 - 900 12,900

Datuk Dr. Norraesah Bt. HajiMohamad - - 13,000 - 1,500 14,500

Datuk Sim Peng Choon - - 12,000 - 2,100 14,100

Abdul Rahman Bin A. Shukor(Alternate to Datuk Sim Peng Choon) - - - - - -

Vincent Koh Kok Kee(Appointed on 8 October 2001) - - 6,000 - 1,200 7,200

Tan Sri Dato’ Ir. MuhammadYusuff Bin Haji Muhammad Yunus(Retired on 27 September 2001,appointed on 30 April 2002) - - - - - -

Total 588,500 - 46,000 31,875 6,000 672,375



DIRECTORS’ REMUNERATION (Cont’)

(b) Directors’ remuneration by bands

Executive Non-Executive Total

Nil - 2 2

RM1 to RM50,000 - 5 5

RM50,001 to RM100,000 - - -

RM100,001 to RM150,000 - - -

RM150,001 to RM200,000 1 - 1

RM200,001 to RM250,000 - - -

RM250,001 to RM300,000 - - -

RM300,001 to RM350,000 - - -

RM350,001 to RM400,000 - - -

RM400,001 to RM450,000 1 - 1

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board is responsible for presenting a balanced and meaningful assessment of the Group’s financial performanceand prospects primarily through the annual report/financial statements and quarterly announcements of theGroup’s results.

The Responsibility Statement by the Directors pursuant to the Kuala Lumpur Stock Exchange Listing Requirementsis set out on page 15.

Internal Control

The Group’s Statement on Internal Control is set out on page 35.

Relationship With Auditors

The role of the Audit Committee in relation to the external auditors is described in the Audit CommitteeReport.

The Group has paid RM42,333 non-audit fees to the external auditors for the financial year ended 31 March2002.


Relationship With Shareholders And Investors

The primary tools of communication with the shareholders of the Company are through the annual report,announcements through Kuala Lumpur Stock Exchange and circulars. All queries from shareholders and membersof public received through phone calls or letters are handled by the Executive Directors, Group Financial Controllerand Company Secretary.

At the annual general meeting and extraordinary general meeting, the Chairman gives shareholders ample opportunityto participate through questions on the prospects, performance of the Group and other matters of concern tothem with the Board.

ADDITIONAL COMPLIANCE INFORMATION

In conformance with the requirements of the KLSE, the following compliance information is provided :-

Material Contracts Involving Directors’ And Substantial Shareholders’ Interest

Save as disclosed hereunder, there were no material contracts entered into by the Company and its subsidiarieswhich involve Directors’ and substantial shareholders’ interests since the previous financial year and during thefinancial year ended 31 March 2002 :-

On 27 April 2001, the Company entered into two conditional Share Sale Agreements ("SSA") with Joyway PropertiesLimited, Chow Soon Tat @ Chew Soon Tat (deceased), Sia Kwee Mow @ Sia Hok Chai, Tan Ah Kaw @ Tan KimHong, Goh Soo Hong @ Woo Cheng San and Wong Ah Leong (hereinafter collectively referred to as "the Vendors")for the proposed acquisition of the remaining 80% equity interest comprising 500,000 ordinary shares of RM1.00each fully paid in South-East Best Sdn Bhd ("SEB") ("Proposed Acquisition") for a total cash consideration of RM45million.

On 28 January 2002, the Company entered into two Supplemental Share Sale Agreements to the conditional SSAswith the Vendors to revise the purchase consideration for the Proposed Acquisition to RM35 million and to grantan extension of three months for all the conditions precedent to the conditional SSAs to be fulfilled.

Sia Kwee Mow @ Sia Hok Chai, the Executive Chairman (the then Managing Director) and a substantial shareholderof the Company, is a director and was a substantial shareholder of SEB. Sia Teong Heng, the Managing Director (thethen Executive Director) and a substantial shareholder of the Company, is a director of SEB. Sia Kwee Mow @ SiaHok Chai and Sia Teong Heng were therefore deemed interested in the Proposed Acquisition.

At the Extraordinary General Meeting of the Company held on 30 April 2002, the shareholders approvedthe Proposed Acquisition. On 25 July 2002, the Vendors agreed to a further extension of three months from 30 July2002 for the settlement of the purchase consideration by the Company.

Revaluation Policy On Landed Properties

The Group’s landed properties are stated at cost. There is no policy of regular revaluation of its landed propertiesas at the end the financial year ended 31 March 2002.



STATEMENT ON INTERNAL CONTROL

Introduction

The Malaysian Code on Corporate Governance requires the Board to maintain a sound system of internal controlto safeguard shareholders’ investment and the Group’s assets. The Board is pleased to include a statement on thestate of the Group’s internal controls in accordance with paragraph 15.27 (b) of the KLSE Listing Requirementsand as guided by the KLSE’s Statement on Internal Control: Guidance for Directors of Public Listed Companies("the Guidance").

Board Responsibility

The Board affirms its responsibility for the Group’s systems of internal controls and risk management, and forreviewing the adequacy and integrity of the internal control system. However, such a system is designed to managerather than eliminate the risk that may impede the achievement of the Group’s business objectives. It can onlyprovide reasonable and not absolute assurance against material misstatement or loss.

During the current financial year, the Board outsourced its internal audit function to external consultants toreview the effectiveness of the Group’s system of internal control. Please refer to the Audit Committee Report fora summary of the activities of the internal audit function.

Risk Management Framework

During the current financial year, the management with the assistance of the external consultants commenced thedevelopment of the risk profile of the Group. This initiative currently involved the identification of key risks of thesales administration and property development & construction departments, as well as documenting the existingcontrols that have been in place for managing the risks and assessing the effectiveness of the internal controls. Themanagement updates the risk profile on an annual basis and this would thus serve as an ongoing process used toidentify, evaluate and manage significant risks.

The internal audit plan was developed based on the key risk profile mentioned above.

Other Key Elements Of Internal Controls

The other key elements of the Group’s internal control systems are:-

● The independent internal audit function reports directly to the Audit Committee. Based on their reviewduring the financial year ended 31 March 2002, the Board is pleased to report that there were no majorweaknesses noted in the areas audited. All recommendations proposed by the internal audit function inimproving the internal controls are considered and implemented in concert with the management.

● Monthly management meetings are convened to discuss the Group’s operations and performance. This includesthe monthly monitoring of results against budgets, with significant variances explained and appropriate actionstaken.

● Clear lines of responsibilities and authority limits of all departments. This internal control acts as a check andbalance.

● Tender Committee approves the involvement of the Group in any property development and constructionprojects. A minimum number of three quotations are called for and tenders are awarded based on factorssuch as track record, quality and speed of delivery.

● Implementation of a financial system that captures every single financial transaction. From this data captured,the Group produces consolidated monthly management accounts and quarterly performances, which allowthe management to focus on areas of concern.

● Regular site visits by members of the senior management team.


The Board of Siah Brothers Corporation Berhad is pleased to present the Audit Committee Report for thefinancial year ended 31 March 2002.

COMPOSITION OF THE AUDIT COMMITTEE

As at 12 August 2002, the Audit Committee comprises the following: -

Chairperson : Datuk Dr. Norraesah Bt. Haji MohamadDSPN, PhD., B.Sc. (Econ)(Independent Non-Executive Director)

Members : Tan Sri Dato’ Ir. Muhammad Yusuff Bin Hj. Muhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P.Eng, FAS(Independent Non-Executive Director)

Datuk Sim Peng ChoonPJN(Non-Executive Director)

Vincent Koh Kok Kee(Independent Non-Executive Director)

Secretaries : Chong Fook SinATII, MCCS, AFA

Kan Chee JingACIS

MEETING OF THE AUDIT COMMITTEE

The Audit Committee met four times during the financial year ended 31 March 2002 and the details of theattendance of each member of the Audit Committee are as follows: -

Number of meetingsattended

Datuk Dr. Norraesah Bt. Haji Mohamad 4 / 4

Tan Sri Dato’ Ir. Muhammad Yusuff Bin Hj. Muhammad Yunus 2 / 2(Retired from the Audit Committee on 27 September 2001, appointed on 30 May 2002)

Datuk Sim Peng Choon 4 / 4

Vincent Koh Kok Kee 2 / 2(Appointed on 8 October 2001)

Sia Teong Heng -(Resigned on 27 November 2001)

AUDIT COMMITTEE REPORT


AUDIT COMMITTEE REPORT (Cont’d)

An Executive Director, the Group Financial Controller and the Company Secretary attended all meetings. Theexternal consultant to whom the internal audit function was outsourced to, attended all the meetings of the AuditCommittee subsequent to their appointment during the financial year.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

In a proactive move towards ensuring the promotion of corporate governance, accountability, due diligence andintegrity, the following activities were undertaken by the Audit Committee during the financial year ended 31March 2002:-

(a) Reviewed the audit plan of the external auditors, in terms of the nature of the audit procedures, significantaccounting and auditing issues, impact of new or proposed changes in the accounting standards and regulatoryrequirements.

(b) Reviewed the unaudited quarterly report on the consolidated results of the Group for the quarters ended31 March 2001, 30 June 2001, 30 September 2001 and 31 December 2001.

(c) Reviewed the external auditors’ reports in relation to their audit findings and the accounting issues arisingfrom the audit of the Company’s annual financial results before submitting its recommendations to the Boardfor approval.

(d) Reviewed related party transactions and conflict of interest situation that may arise within the Group.

(e) Reviewed the recovery of certain major doubtful debts.

(f) Recommended the outsourcing and appointment of an external consultant to assume the role of the internalaudit function for the Board’s approval.

(g) Approved the internal audit plan and reviewed the findings of the internal auditors, management’s response,remedial actions taken and follow-ups.

(h) Noted new developments in accounting standards issued by the Malaysian Accounting Standards Board.

(i) Reviewed the Company’s compliance with certain government and authorities regulations.

(j) Assessed the performance of the Company’s financial management.

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION

An external consultant was appointed during the financial year to assume the internal audit function so as toassist the Audit Committee in ensuring the adequacy and effectiveness of the internal controls systems of theGroup. The work performed by them subsequent to their appointment included :-

(a) identifying the key risk areas and their corresponding controls as well as setting up the risk managementframework for both the sales administration and construction & property development departments;

(b) developing an internal audit plan for 2002 which was approved by the Audit Committee; and


SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION (Cont’d)

(c) reviewed the sale and purchase agreement processing, progress billings and collections of the SalesAdministration Department, where the main source of revenue of the Group is generated from these processes.

A number of minor internal control weaknesses were identified during the financial year, all of which have beenappropriately addressed. None of the weaknesses have resulted in any material losses, contingencies or uncertaintiesthat would require disclosure in the Group’s annual report.

Going forward, the areas that would be covered under the approved audit plan would involve a review of thefollowing procedures :-

(i) assessing the saleability of projects and approving projects for development.(ii) development of the construction project budget.(iii) obtaining the necessary licences and permits.(iv) close monitoring of project against the construction timetable, building plan and budget.(v) timely issuance of the consultants’ certification and certificate of fitness.(vi) assessment of the suitability of third party sub-contractors and the monitoring of their construction work.(vii) ordering of supplies.

Generally, internal control weaknesses noted would be revisited by the Internal Auditor at a later date to ensurethat the agreed upon recommendations for improvement have been implemented.

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Membership

The committee shall be appointed by the Board from amongst the Directors of the Company and shall consist ofat least 3 directors, a majority of whom are independent. At least one member of the Committee: -

1. must be a member of the Malaysian Institute of Accountants; or

2. if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ workingexperience and

● he must have passed the examination specified in Part I of the 1st Schedule to the Accountants Act, 1967;or

● he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule tothe Accountants Act, 1967.

The members of the Committee shall elect the Chairman from among their number who shall be an independentdirector.

In order to form a quorum in respect of a meeting of the Committee, the majority of members present must beindependent directors.



Attendance At Meetings

The Group Financial Controller, the Head of Internal Audit and a representative of the external auditors shallnormally attend meetings. Other directors and employees of the Company may attend meetings at the Committee’sinvitation. However, at least once a year the Committee shall meet with the external auditors without anyexecutive director present.

The Company Secretary shall be the secretary of the Committee.

Frequency Of Meetings

Meetings shall be held not less than four times a year. The external auditors may request a meeting if theyconsider that one is necessary.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorisedto seek any information it requires from any employee and all the employees are directed to cooperate with anyrequest made by the Committee.

The Committee is authorised by the Board to obtain outside legal or other independent professional advice andto secure the attendance of an outsider with relevant experience and expertise if it considers this necessary.

Duties

The duties of the Committee shall be

1. to consider the appointment of the external auditors, the audit fee, and any questions of nomination, resignationor dismissal.

2. to discuss with the external auditors before the audit commences the nature and scope of the audit andensure co-ordination where more than one audit firm is involved.

3. to discuss with the external auditors the evaluation of the system of internal controls, audit report andensure assistance given by the employees to the external auditors.

4. to review the quarterly and year-end financial statements before submission to the Board, focusing particularlyon –

- any changes or implementation of changes in accounting policies and practices

- major judgement areas

- significant adjustments arising from the audit

- significant and unusual events



Duties (Cont’d)

- the going concern assumption

- compliance with accounting standards

- compliance with stock exchange and legal requirements

5. to discuss problems and reservations arising from the interim and final audits and any matters the auditormay wish to discuss (in the absence of management where necessary).

6. to review the external auditors’ management letter and management’s response.

7. to do the following where an internal audit function exists –

- review the adequacy of the scope, functions and resources of the internal audit function and that it hasthe necessary authority to carry out its work

- review the internal audit programme and processes and results of the internal audit programme, processesand investigation and where necessary, ensure that appropriate action is taken on the recommendationsof the internal audit function

- review any appraisal or assessment of the performance of members of the internal audit function

- approve any appointment or termination of senior staff members of the internal audit function

- inform itself of resignations of internal audit staff members and provide the resigning staff member anopportunity to submit his reasons for resigning

8. to consider any related party transactions and conflict of interest situations that may arise within the companyor group including any transaction, procedure or course of conduct that raises questions of managementintegrity.

9. to consider the major findings of internal investigations and management’s response and ensure co-ordinationbetween the internal and external auditors.

10. to consider other topics, as defined by the Board.

Reporting Procedures

The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.



FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002

F i n a n c i a lS t a t e m e n t


DIRECTORS’ REPORT

The directors hereby submit their report and the audited financial statements of the Group and of the Companyfor the financial year ended 31 March 2002.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision of management andadministrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note 5 to thefinancial statements. There have been no significant changes in the nature of these activities during the financialyear.

RESULTSTHE GROUP THE COMPANY

RM RM

Profit after taxation for the financial year 1,502,621 459,617

DIVIDENDS

Since the end of the previous financial year, the Company paid the following dividends:-

(i) a dividend of 5.5% less 28% tax amounting to RM270,587 for the Irredeemable Cumulative ConvertiblePreference Shares ("ICCPS") in respect of the previous financial year, in accordance with the terms of issue ofthe ICCPS; and

(ii) a first and final dividend of 1.5% less 28% tax amounting to RM545,065 for the ordinary shares in respect ofthe 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 RM270,587 for theICCPS, in accordance with the terms of issue of the ICCPS; and

(ii) the directors do not recommend the payment of any dividend 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 inthe financial statements.

ISSUES OF SHARES

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 newshares of RM1 each at an exercise price of RM1.40 per share is as follows:-

NUMBER OF ORDINARY SHARES OFRM1 EACH UNDER OPTION

At 1 April 2001 3,563,000Lapsed during the financial year due to:

- staff resignation (492,000)- disposal of a subsidiary (1,317,000)

At 31 March 2002 1,754,000

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 forat 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 totalissued and paid-up ordinary share capital of the Company at any point of time during the existence of theESOS which shall be in force for a period of five (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 than1,000 or more than 450,000 shares subject to the maximum allowable allocation according to their respectivecategories;

(iv) the subscription price shall be based on the weighted average market price of the shares as shown in the DailyOfficial List of the Kuala Lumpur Stock Exchange for the five (5) market days prior to the date of offer withan allowance for a discount of not more than 10% therefrom or at par value, whichever is higher; and

(v) the shares to be alloted upon any exercise of an option will, upon allotment, rank pari passu in all respectswith 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 sharesin the Company, other than the existing options under the ESOS and Transferable Subscription Rights ("TSRs"). TheCompany has in issue a total of 17,076,200 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 of1 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 options and subscription rights under the ESOS and TSRs respectively wereexercised.

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the directors took reasonablesteps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provisionfor doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequateprovision had been made for doubtful debts.

DIRECTORS’ REPORT


BAD AND DOUBTFUL DEBTS (Cont’d)

At the date of this report, the directors are not aware of any circumstances that would further require the writingoff of bad debts, or additional provision for doubtful debts in the financial statements of the Group and of theCompany.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the directors took reasonablesteps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinarycourse 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 valuesattributed to the current assets in the financial statements 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 renderadherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleadingor inappropriate.

CONTINGENT AND OTHER LIABILITIES

The contingent liabilities of the Company are disclosed in Note 40 to the financial statements. At the date of thisreport, 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 yearwhich 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 becomeenforceable within the period of twelve months after the end of the financial year which, in the opinion of thedirectors, will or may substantially affect the ability of the Group and of the Company to meet their obligationswhen 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 reportor the financial statements of the Group and of the Company which would render any amount stated in thefinancial 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 opinionof the directors, substantially affected by any item, transaction or event of a material and unusual nature.

DIRECTORS’ REPORT


ITEMS OF AN UNUSUAL NATURE (Cont’d)

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 substantiallythe 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:-

SIA KWEE MOW @ SIA HOK CHAISIA TEONG HENGMUN CHONG SHING @ MUN CHONG TIANDATO’ LIM PHAIK GANDR. NORRAESAH BT HAJI MOHAMADDATUK SIM PENG CHOONABDUL RAHMAN BIN A. SHUKOR (ALTERNATE TO DATUK SIM PENG CHOON)VINCENT KOH KOK KEE (APPOINTED ON 8.10.2001)TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS (RETIRED ON 27.9.2001, APPOINTEDON 30.4.2002)

Pursuant to Section 129 of the Companies Act, 1965, Tan Sri Dato’ Ir Muhammad Yusuff bin Haji Muhammad Yunusand Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for re-electionunder the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting of theCompany.

Pursuant to Article 77 of the Articles of Association of the Company, Mun Chong Shing @ Mun Chong Tian andDatuk Sim Peng Choon retire by rotation at the forthcoming Annual General Meeting and, being eligible, offerthemselves for re-election.

Pursuant to Article 84 of the Articles of Association of the Company, Vincent Koh Kok Kee, who was appointedsince the last annual general meeting, retires at the forthcoming Annual General Meeting and, being eligible, offershimself for re-election.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding office at the end of thefinancial year, in shares, TSRs, Irredeemable Convertible Unsecured Loan Stocks ("ICULS") and options under theESOS in the Company during the financial year are as follows:-

NUMBER OF ORDINARY SHARES OF RM1 EACH AT AT

1.4.2001 BOUGHT SOLD 31.3.2002DIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 3,982,400 - - 3,982,400SIA TEONG HENG 1,296,400 - - 1,296,400MUN CHONG SHING @ MUN CHONG TIAN 17,000 - - 17,000DATO’ LIM PHAIK GAN 5,000 - - 5,000DATUK SIM PENG CHOON 10,000 - - 10,000

INDIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 7,463,832 - - 7,463,832SIA TEONG HENG 7,463,832 - - 7,463,832

DIRECTORS’ REPORT


DIRECTORS’ INTERESTS (Cont’d)

TSRs AT AT1.4.2001 BOUGHT SOLD 31.3.2002

DIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 3,078,500 - - 3,078,500DR. NORRAESAH BT HAJI MOHAMAD 4,000 - - 4,000MUN CHONG SHING @ MUN CHONG TIAN 12,500 - - 12,500

INDIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 1,746,780 - - 1,746,780SIA TEONG HENG 1,746,780 - - 1,746,780

ICULS WITH NOMINAL VALUE OF RM1 EACH AT AT1.4.2001 BOUGHT MATURED 31.3.2002

DIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 2,054,250 - (2,054,250) -SIA TEONG HENG 1,432,500 - (1,432,500) -MUN CHONG SHING @ MUN CHONG TIAN 22,000 - (22,000) -DATUK SIM PENG CHOON 4,000 - (4,000) -

INDIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 89,693,206 - (89,693,206) -SIA TEONG HENG 89,693,206 - (89,693,206) -

NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION

AT AT1.4.2001 GRANTED LAPSED 31.3.2002

DIRECT INTERESTSSIA KWEE MOW @ SIA HOK CHAI 450,000 - - 450,000SIA TEONG HENG 350,000 - - 350,000MUN CHONG SHING @ MUN CHONG TIAN 350,000 - (350,000) -

By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are deemed tohave interests in the shares in the subsidiaries to the extent of the Company’s interest, in accordance with Section6A 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 oroptions 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 directorsas shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of acontract made by the Company or a related corporation with the director or with a firm of which the director isa member, or with a company in which the director has a substantial financial interest except for any benefits whichmay be deemed to arise from transactions entered into in the ordinary course of business with companies inwhich certain directors have substantial financial interests as disclosed in Note 38 to the financial statements.

DIRECTORS’ REPORT


DIRECTORS’ REPORT

DIRECTORS’ BENEFITS (Cont’d)

Neither during nor at the end of the financial year was the Company or its subsidiaries a party to any arrangementswhose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debenturesof the Company or any other body corporate except for the existing TSRs held by certain directors which wouldenable them to acquire new shares in the Company and the share options granted pursuant to the ESOS.

SIGNIFICANT EVENTS

The significant events involving the Group and the Company during the current financial year are disclosed in Note42 to the financial statements.

SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

The significant events subsequent to the balance sheet date of the Group and the Company are disclosed in Note43 to the financial statements.

AUDITORS

The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS


DATUK SIM PENG CHOON

22 July 2002


We, Sia Kwee Mow @ Sia Hok Chai and Datuk Sim Peng Choon, being two of the directors of SiahBrothers Corporation Berhad, state that, in the opinion of the directors, the financial statements set out on pages50 to 85 are drawn up in accordance with applicable approved accounting standards in Malaysia so as to give a trueand fair view of the state of affairs of the Group and of the Company at 31 March 2002 and of their results and cashflows for the financial year ended on that date.

SIA KWEE MOW @ SIA HOK CHAI DATUK SIM PENG CHOON

22 July 2002

STATUTORY DECLARATION

I, Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), being the director primarily responsible for the financialmanagement of Siah Brothers Corporation Berhad, do solemnly and sincerely declare that the financial statementsset out on pages 50 to 85 are, to the best of my knowledge and belief, correct, and I make this solemn declarationconscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act,1960.

Subscribed and solemnly declared by Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), at Kuala Lumpurin the Federal Territory on this 22nd day of July, 2002.


Before me

Haron Hashim No. W 128

Commissioner for OathsKuala Lumpur22 July 2002

STATEMENT BY DIRECTORS


We have audited the financial statements set out on pages 50 to 85. The preparation of the financial statements isthe responsibility of the Company’s directors. Our responsibility is to express an opinion on the financial statementsbased on our audit.

We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards requirethat we plan and perform the audit to obtain reasonable assurance that the financial statements are free ofmaterial misstatement. Our audit included examining, on a test basis, evidence relevant to the amounts and disclosuresin the financial statements. Our audit also included an assessment of the accounting principles used and significantestimates made by the directors as well as evaluating the overall adequacy of the presentation of information in thefinancial 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, 1965and 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 2002 and their results and cash flowsfor 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 statementsof 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 theCompany and by the subsidiaries of which we have acted as auditors have been properly kept in accordancewith the provisions of the said Act.

We have considered the financial statements and the auditors’ reports thereon of the subsidiaries for which wehave not acted as auditors, as indicated in Note 5 to the financial statements.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’sfinancial statements are in form and content appropriate and proper for the purposes of the preparation of theconsolidated financial statements and we have received satisfactory information and explanations required by usfor those purposes.

The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did notinclude any comments made under Section 174 (3) of the said Act.

HORWATH MOK & POON ONN KIEN HOEFirm No: AF 0995 Approval No: 1772/11/02 (J)Chartered Accountants Partner of Firm

Kuala Lumpur22 July 2002

REPORT OF THE AUDITORS TO THE MEMBERS OFSIAH BROTHERS CORPORATION BERHAD


THE GROUP THE COMPANY2002 2001 2002 2001

NOTE RM RM RM RMASSETSInvestment in subsidiaries 5 167,370,110 167,370,110Interest in associates 6 119,902,566 117,533,764 10,440,450 10,440,450Property, plant and equipment 7 7,047,290 7,585,596 75,503 102,240Investment properties 8 21,088,833 22,125,612Other assets 9 714,168 664,585Goodwill on consolidation 10 10,245,527 10,245,527

158,998,384 158,155,084 177,886,063 177,912,800

CURRENT ASSETSInventories 11 9,269,103 9,740,311Property development in progress 12 28,591,098 25,755,399Debtors 13 78,944,793 98,841,811 10,217,217 35,820,414 Amount owing by contract customers 14 1,407,450 2,956,738Amounts owing by subsidiaries 15 46,676,415 39,231,590Amounts owing by associates 16 5,448,175 5,644,198 51,883 101,383Tax recoverable 5,455,217 4,823,668 11,397,290 8,976,735Short term deposits with a licensed bank 5,042,274 150,000 5,012,274Cash and bank balances 17 1,460,540 1,136,617 1,904 79,070

135,618,650 149,048,742 73,356,983 84,209,192

LESS: CURRENT LIABILITIESAmount owing to contract customers 14 2,673,438 3,560,562Creditors 18 31,260,945 34,864,221 245,422 421,539Amounts owing to subsidiaries 15 21,100,467 23,060,664Amounts owing to associates 16 65,500Amount owing to a director 19 1,967,680 2,918,800 1,967,680 2,918,800Proposed dividend 545,065 545,065Dividend payable 270,587 270,587 270,587 270,587Short term borrowings 20 41,029,726 48,543,794 7,337,727 14,462,435

77,267,876 90,703,029 30,921,883 41,679,090

NET CURRENT ASSETS 58,350,774 58,345,713 42,435,100 42,530,102

217,349,158 216,500,797 220,321,163 220,442,902

FINANCED BY:-Share capital 21 57,301,943 57,301,943 57,301,943 57,301,943Share application account 22 115,600,000 115,600,000Reserves 23 44,008,427 43,087,162 47,419,220 47,540,959

Shareholders’ equity 216,910,370 100,389,105 220,321,163 104,842,902Irredeemable convertible unsecured loan stocks ("ICULS") 24 115,600,000 115,600,000Deferred liabilities 25 438,788 511,692

217,349,158 216,500,797 220,321,163 220,442,902

NET TANGIBLE ASSETS PER SHARE - Actual 26 396 Sen 165 Sen - Proforma 26 264 Sen N/A

BALANCE SHEETS AT 31 MARCH 2002

- -

- -- -- -

-

-

-- -

-

- -- -

- -- -

-

- -

- -

The annexed notes form an integral part of these financial statements.

- -

-

-

-



NOTE RM RM RM RM

TURNOVER 27 81,644,823 92,411,289 10,452,687 9,946,518

COST OF SALES (68,499,179) (81,341,010) - -

GROSS PROFIT 13,145,644 11,070,279 10,452,687 9,946,518

OTHER OPERATING INCOME 28 247,281 12,412,360 59,039 23,475,204

ADMINISTRATIVE EXPENSES (3,863,420) (4,649,999) (1,076,604) (991,785)

OTHER OPERATING EXPENSES (1,651,190) (10,595,543) (352,121) (2,890,016)

PROFIT FROM OPERATIONS 7,878,315 8,237,097 9,083,001 29,539,921

FINANCE COSTS (9,611,991) (9,597,215) (8,529,384) (8,641,329)

SHARE OF PROFIT OF ASSOCIATES 3,351,575 2,781,304 - -

PROFIT BEFORE TAXATION 29 1,617,899 1,421,186 553,617 20,898,592

TAXATION 30 (115,278) (350,251) (94,000) (640,833)

PROFIT AFTER TAXATION 1,502,621 1,070,935 459,617 20,257,759

Earnings per share (sen) - basic 31 2.4 1.6 - diluted 31 N/A N/A

Dividend per ordinary share (sen) - Final 32 - 1.5

INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002



SHARENOTE SHARE APPLICATION SHARE RETAINED CAPITAL

CAPITAL ACCOUNT PREMIUM PROFITS RESERVE TOTALTHE GROUP RM RM RM RM RM RM

Balance at 1.4.2000 57,301,943 - 21,306,521 18,525,360 2,999,998 100,133,822Profit after taxation for the financial year - - - 1,070,935 - 1,070,935Dividends 32 - - - (815,652) - (815,652)Realisation on disposal of a subsidiary - - - 1,799,999 (1,799,999) -

Balance at 31.3.2001/1.4.2001 57,301,943 - 21,306,521 20,580,642 1,199,999 100,389,105

Arising from conversion of ICULS to ordinary shares - - 1,500 - - 1,500Share pending allotment arising on expiry of ICULS 22 - 115,600,000 - - - 115,600,000Expenses incurred on conversion of ICULS - - (312,269) - - (312,269)Profit after taxation for the financial year - - - 1,502,621 - 1,502,621Dividends 32 - - - (270,587) - (270,587)

Balance at 31.3.2002 57,301,943 115,600,000 20,995,752 21,812,676 1,199,999 216,910,370

THE COMPANY

Balance at 1.4.2000 57,301,943 - 21,306,521 6,792,331 - 85,400,795Profit after taxation for the financial year - - - 20,257,759 - 20,257,759Dividends 32 - - - (815,652) - (815,652)

Balance at 31.3.2001/1.4.2001 57,301,943 - 21,306,521 26,234,438 - 104,842,902

Arising from conversion of ICULS to ordinary shares - - 1,500 - - 1,500Share pending allotment arising on expiry of ICULS - 115,600,000 - - - 115,600,000Expenses incurred on conversion of ICULS - - (312,269) - - (312,269)Profit after taxation for the financial year - - - 459,617 - 459,617Dividends 32 - - - (270,587) - (270,587)

Balance at 31.3.2002 57,301,943 115,600,000 20,995,752 26,423,468 - 220,321,163

The retained profits of the Group are attributable to/(absorbed by):-

2002 2001RM RM

The Company 26,423,468 26,234,438Subsidiaries (22,134,593) (20,808,795)Associates 17,523,801 15,154,999

21,812,676 20,580,642


STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2002


CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002


NOTE RM RM RM RM

CASH FLOWS (FOR)/FROM OPERATING ACTIVITIESProfit before taxation 1,617,899 1,421,186 553,617 20,898,592

Adjustments for:-Advances to joint ventures written off - 3,280,534 - -Amortisation of deferred expenses - 47,710 - -Bad debts written off 101,340 335,590 - 327,763Deferred expenses written off - 42,696 - -Depreciation and amortisation of property, plant and equipment 325,978 2,723,640 32,676 56,617Deposit written off - 150,000 - 150,000Exceptional (gain)/loss on disposal of a subsidiary - (10,729,328) - (23,475,000)Interest expense 9,474,903 9,396,503 8,461,022 8,620,840Investment in joint ventures written off - 839,020 - -Plant and equipment written off 2,800 - - -Preliminary expenses written off - 19,645 - -Pre-operating expenses written off - 68,866 - -Provision for doubtful debts 816,507 6,872,514 - 2,352,737Trademark written off - 436,375 - -Dividend income - - (8,980,555) (8,944,445)Interest income (585,124) (318,667) (1,152,687) (708,073)(Gain)/Loss on disposal of property, plant and equipment (131,031) (170,656) (59,039) 2,899Loss/(Gain) on disposal of investment properties 33,015 (766,749) - -Share of loss in joint ventures written back - (4,163,122) - -Share of profit in associates (3,351,575) (2,781,304) - -

Operating profit/(loss) before working capital changes 8,304,712 6,704,453 (1,144,966) (718,070)Decrease in inventories 471,208 1,461,305 - -(Increase)/Decrease in property development-in-progress (1,633,516) 1,818,074 - -(Increase)/Decrease in trade and other debtors (5,683,694) 5,697,763 (625,803) (205,993)Decrease in trade and other creditors (3,611,900) (12,322,200) (176,117) (4,654,279)Increase/(Decrease) in amount owing to contract customers 298,050 (1,428,568) - -Increase in deferred expenditure - (47,712) - -

CASH (FOR)/FROM OPERATIONS (1,855,140) 1,883,115 (1,946,886) (5,578,342)Interest paid (10,311,139) (10,054,594) (8,461,022) (8,620,840)Taxes paid (2,225,772) (3,941,393) - -Interest received 949,238 685,394 1,152,687 708,073

NET CASH (FOR)/FROM OPERATING ACTIVITIES CARRIED FORWARD (13,442,813) (11,427,478) (9,255,221) (13,491,109)




NOTE RM RM RM RM

NET CASH (FOR)/FROM OPERATING ACTIVITIES BROUGHT FORWARD (13,442,813) (11,427,478) (9,255,221) (13,491,109)

CASH FLOWS FROM/(FOR) INVESTING ACTIVITIESDividends received from subsidiaries - - 5,620,000 8,270,000Net cash outflow on disposal of subsidiary 33 - (2,192,116) - -Purchase of property, plant and equipment 34 (115,327) (1,184,381) (15,400) (9,654)Proceeds from disposal of property, plant and equipment 183,039 292,999 68,500 3,200Proceeds from disposal of investment properties 1,164,915 1,647,939 - -Incidental expenses on investment properties (161,151) - - -Proceeds from disposal of subsidiaryin the previous financial year 27,075,000 - 27,075,000 -

NET CASH FROM/(FOR) INVESTING ACTIVITIES 28,146,476 (1,435,559) 32,748,100 8,263,546

CASH FLOWS (FOR)/FROM FINANCING ACTIVITIESNet repayment by/(Advances to) associates 261,523 1,147,033 49,500 (73,500)(Net advances to)/Repayment by subsidiaries - - (9,405,022) 4,851,651Repayment to a director (951,120) - (951,120) -Dividend paid to shareholders of the Company (545,065) (545,065) (545,065) (545,065)Payment of expenses on conversion of ICULS (312,269) - (312,269) -Proceeds received for conversion of ICULS 1,500 - 1,500 -Dividend paid to holder of ICCPS (270,587) (246,864) (270,587) (246,864)Repayment of revolving credit (1,320,000) (407,181) (1,320,000) -Repayment of term loans (74,250) (354,424) - -Repayment to hire purchase creditors (83,130) (44,721) - -

NET CASH (FOR)/FROM FINANCING ACTIVITIES (3,293,398) (451,222) (12,753,063) 3,986,222

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 11,410,265 (13,314,259) 10,739,816 (1,241,341)

CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR (25,751,141) (12,436,882) (7,383,365) (6,142,024)

CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 35 (14,340,876) (25,751,141) 3,356,451 (7,383,365)

CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2002



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 ofbusiness, is Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur.

2. PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision of managementand administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note5 to the financial statements. There have been no significant changes in the nature of these activities during thefinancial year.

3. BASIS OF ACCOUNTING

The financial statements are prepared under the historical cost convention and modified to include otherbases of valuation as disclosed in other sections under significant accounting policies, and in compliance withapplicable approved accounting standards in Malaysia.

4. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and all itssubsidiaries made up to 31 March 2002. A subsidiary is defined as a company in which the parentcompany holds directly or indirectly more than 50% of the equity share capital and has control over thefinancial and operating policies. Investment in subsidiaries is stated at cost unless in the opinion of theDirectors there has been a permanent diminution in value, in which case provision is made for thediminution in value.

All subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition methodof accounting, the results of subsidiaries acquired or disposed of are included from the date of acquisitionor up to the date of disposal. At the date of acquisition, the fair value of the subsidiaries’ net assets aredetermined and these values are reflected in the consolidated financial statements. The excess of thecost of acquisition over the fair value of the Group’s share of the subsidiaries’ identifiable net assets atthe date of acquisition is reflected as goodwill on consolidation. Goodwill or reserve arising fromconsolidation is written off or credited against reserves.

Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised lossesare also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to thefinancial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

Minority interest is measured at the minorities’ share of the post acquisition fair values of the identifiableassets and liabilities of the acquiree. Separate disclosure is made of minority interest.

(b) Goodwill On Consolidation

Goodwill represents the excess of the fair value of the purchase consideration over the Group’s share ofthe fair values of the separable net assets of subsidiaries at the date of acquisition. Negative goodwillrepresents the excess of the Group’s share of the fair values of the separable net assets of subsidiaries atthe date of acquisition over the fair value of the purchase consideration.

NOTES TO THE FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2002


4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

(b) Goodwill On Consolidation (Cont’d)

Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is reviewed annually, andis written down for impairment where it is considered necessary. The impairment value of goodwillwritten off is taken to the income statement.

(c) Associates

Associates are enterprises in which the Group exercises significant influence. Significant influence is thepower to participate in the financial and operating policy decisions of the associates but not control overthose policies. Investments in associates are accounted for in the consolidated financial statements by theequity method of accounting.

Equity accounting involves recognising in the income statement the Group’s share of the results of theassociates for the period. The Group’s investment in associates is carried in the balance sheet at anamount that reflects its share of the assets of the associates and includes goodwill (net of accumulatedamortisation) on acquisition. At the date of acquisition, the fair value of the associates’ net assets aredetermined and these values are reflected in the consolidated financial statements. Equity accounting isdiscontinued when the carrying amount of the investment in an associate reaches zero, unless the Grouphas 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 ofthe Group’s interest in the associates; unrealised losses are also eliminated unless the transaction providesevidence on impairment of the asset transferred.

Where necessary, in applying the equity method, adjustments are made to the financial statements ofassociates 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 depreciationor amortisation. Freehold land is stated at cost and is not depreciated.

Depreciation and amortisation is calculated under the straight-line method to write off the cost of theassets over their estimated useful lives. The principal annual rates used for this purpose are:-

Plant and machinery, construction machinery and equipment 5% - 20%Formwork, scaffoldings and containers 10% - 25%Office equipment, computers, furniture and fittings, tools and fittings 5% - 20%Motor vehicles 20%

(e) Investments

Investments other than associates are held on a long term basis and are stated at cost. Provision fordiminution in the value is only made if the directors are of the opinion that the diminution is permanent.

(f) Investment Properties

Investment properties are held as long term investments to generate income and for capital gain, and arestated at cost. These properties are not depreciated.




(g) Inventories

Inventories are stated at the lower of cost and net realisable value. The unsold completed properties arestated at the lower of cost and net realisable value. For manufactured goods, cost is determined on theweighted average basis and includes the cost of materials and incidentals incurred in bringing the inventoriesto their present location and condition. For finished goods and work-in-progress, cost includes directlabour and appropriate production overheads.

The cost of unsold completed properties comprise the relevant cost of land, development expenditureand related interest cost incurred during the development period.

In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-movingitems.

(h) Property Development-In-Progress

Property development-in-progress comprises land and related development expenditure incurred plusattributable profits less progress billings and foreseeable losses, if any.

Land is stated at cost. Development expenditure comprises construction and other related developmentcosts and administrative overheads relating to the property development. Interest costs on borrowingstaken to finance the relevant development projects are included in the development expenditure fromcommencement to the completion of the development projects.

Attributable profits are determined based on the percentage of completion method, on sold properties.

(i) Debtors

Debtors are carried at anticipated realisable value. Bad debts are written off in the period in which theyare identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at thebalance sheet date.

(j) Amount Owing By/To Contract Customers

The amount owing by/to contract customers is stated at cost plus profits attributable to contracts inprogress less progress billings and provision for foreseeable losses, if any. Cost includes direct materials,labour and applicable overheads.

(k) Interest Capitalisation

Interest incurred on borrowings specifically taken to finance the development of properties is capitaliseduntil they are ready for their intended use, after which such expense is charged to the income statement.

(l) Deferred Taxation

Deferred taxation is provided using the liability method on all material timing differences except whereno liability is expected to arise in the foreseeable future. Deferred tax benefit is only recognised whenthere is reasonable expectation of realisation in the foreseeable future.




(m) Foreign Currencies

Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate rates of exchangeruling at the transaction dates. Monetary assets and liabilities in foreign currencies at the balance sheetdate are translated at the approximate rates ruling as of that date. All exchange differences are taken tothe income statement.

(n) Assets under Hire Purchase

Equipment acquired under hire purchase are capitalised in the financial statements and are depreciatedin accordance with the policy set out in Note 4(d) above. Each hire purchase payment is allocatedbetween 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 purchaseagreements.

(o) Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts andshort term, highly liquid investments that are readily convertible to known amounts of cash and whichare subject to an insignificant risk of changes in value.

(p) Income Recognition

(i) Construction Contracts

Revenue on contracts is recognised on the percentage of completion method unless the outcomeof the contract cannot be reliably determined, in which case revenue on contracts is only recognisedto the extent of contract costs incurred that are recoverable. Foreseeable losses, if any, are providedfor 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 uncompleteddevelopment properties.

Revenue from sale of completed properties is recognised when the sale is contracted.

Revenue on uncompleted properties contracted for sale is recognised based on the stage ofcompletion method unless the outcome of the development cannot be reliably determined inwhich case the revenue on the development is only recognised to the extent of development costsincurred that are recoverable.

The stage of completion is determined based on the proportion that the development costs incurredfor 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 thatthe 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, netof returns and trade discounts.

(iv) Revenue from services

Revenue is recognised upon rendering of services and when the outcome of the transaction can beestimated 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 investment in subsidiaries and associates are recognised upon declaration bythe subsidiaries and associates.

Dividend income from other investments is recognised when the right to receive payment isestablished.

(viii) Interest income

Interest income is recognised on an accrual basis, based on the effective yield on the investment.

5. INVESTMENT IN SUBSIDIARIES

THE COMPANY2002 2001RM RM

Unquoted shares, at cost 167,370,110 167,370,110

Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:-

Name of Company Effective Equity Interest Principal Activities2002 2001

% %

Syarikat Siah Brothers 100 100 General building contractor Trading Sdn. Bhd. and investment holding

Syarikat Siah Brothers 100 100 Building and civil engineering Construction Sdn. Bhd. works



5. INVESTMENT IN SUBSIDIARIES (Cont’d)

Details of the subsidiaries, which are all incorporated in Malaysia, are as follows:-


% %

Lifeplus – Siah Brothers Trading 100 100 Project management and its JV Sdn. Bhd. related technical services

Siah Brothers Enterprise Sdn. Bhd. * 100 100 Building contractor

Siah Brothers Land Sdn. Bhd. 100 100 Investment holding

Seri Ampangan Realty Sdn. Bhd. 100 100 Property development

Sinaran Naga Sdn. Bhd. 100 100 Property development

Siah Brothers Development Sdn. Bhd. * 100 100 Proposed property development

Tiara Development Sdn. Bhd.* 100 100 Proposed property development

SBC Homes Sdn. Bhd.* 100 100 Proposed property development

Mixwell (Malaysia) Sdn. Bhd. 100 100 Project management and propertydevelopment

Winsome Ventures Sdn. Bhd. 100 100 Intended property management

Siah Brothers Properties Sdn. Bhd.* 100 100 Investment holding

Aureate Construction Sdn. Bhd.* 100 100 Property investment

SBC Leisure Sdn. Bhd.* 100 100 Property development

SBC Towers Sdn. Bhd.* 100 100 Property development

Siah Brothers Project 100 100 Provision of management Management Sdn. Bhd.* services

Siah Brothers Industries Sdn. Bhd. * 100 100 Investment holding

Masahmura Sdn. Bhd.* 51 51 Manufacturing of materialhandling equipment and metalframes

Masahmura Sales & Service Sdn. Bhd. 51 51 Trading of light industrial handlingequipment and metal frames

* Not audited by Horwath Mok & Poon.



6. INTEREST IN ASSOCIATES

THE GROUP THE COMPANY2002 2001 2002 2001RM RM RM RM

Unquoted shares, at cost 10,760,451 10,760,451 10,440,450 10,440,450Unquoted shares at Group cost 91,618,314 91,618,314 - -Share of post acquisition reserves 17,523,801 15,154,999 - -

119,902,566 117,533,764 10,440,450 10,440,450

THE GROUP2002 2001RM RM

The interest in associates comprises:-

Group’s share of net tangible assets - at cost 73,886,596 71,517,794 - at fair value 45,952,003 45,952,003

Group’s share of intangible assets 63,967 63,967

119,902,566 117,533,764

Details of the associates, which are all incorporated in Malaysia, are as follows:-


% %

Ligamas Sdn. Bhd.** 50.0 50.0 Property development

Varich Industries Sdn. Bhd.# 50.0 50.0 Proposed quarrying

Paling Industries Sdn. Bhd.** 40.0 40.0 Manufacturing of plastic buildingmaterials

Liga Canggih Sdn. Bhd.## 40.0 40.0 Dormant

Sri Berjaya Development Sdn. Bhd.# 33.3 33.3 Investment and development oflanded properties

Sri Rawang Properties Sdn. Bhd.# 22.2 22.2 Investment in propertiesand rubber estates

South-East Best Sdn. Bhd.** 20.0 20.0 Property development

** Share of results of these associates are based on the latest available unaudited management financial statementsmade up to 31 March 2002.

# The results of these associates have not been equity accounted as the amounts involved are insignificant.

## Held by Paling Industries Sdn. Bhd.



7. PROPERTY, PLANT AND EQUIPMENT

OFFICEPLANT EQUIPMENT,

AND COMPUTERS,MACHINERY, FURNITURE

CONSTRUCTION FORMWORK, ANDMACHINERY SCAFFOLDINGS FITTINGS,

FREEHOLD AND AND TOOLS AND MOTORLAND EQUIPMENT CONTAINERS FITTINGS VEHICLES TOTAL

RM RM RM RM RM RM

THE GROUP

Net book value as at 1.4.2001 6,114,092 102,480 28,382 966,023 374,619 7,585,596Additions - 490 - 104,930 103,007 208,427Disposals - (7,057) - (20,489) (24,462) (52,008)Written off - - - (2,800) - (2,800)Transfer to development land (365,947) - - - - (365,947)Depreciation charge - (17,914) (13,072) (243,651) (51,341) (325,978)

Net book value as at 31.3.2002 5,748,145 77,999 15,310 804,013 401,823 7,047,290

As at 31.3.2002Cost 5,748,145 4,373,622 4,316,916 3,626,222 1,594,753 19,659,658Accumulated depreciation - (4,295,623) (4,301,606) (2,822,209) (1,192,930) (12,612,368)

Net book value 5,748,145 77,999 15,310 804,013 401,823 7,047,290

As at 31.3.2001Cost 6,114,092 4,653,839 4,316,916 3,604,328 1,741,982 20,431,157Accumulated depreciation - (4,551,359) (4,288,534) (2,638,305) (1,367,363) (12,845,561)

Net book value 6,114,092 102,480 28,382 966,023 374,619 7,585,596



7. PROPERTY, PLANT AND EQUIPMENT (Cont’d)

OFFICE EQUIPMENT,COMPUTERS,FURNITURE MOTOR

THE COMPANY AND FITTINGS VEHICLES TOTALRM RM RM

Net book valueAs at 1.4.2001 92,778 9,462 102,240Additions 15,400 - 15,400Disposals - (9,461) (9,461)Depreciation charge (32,676) - (32,676)

Net book value as at 31.3.2002 75,502 1 75,503

As at 31.3.2002Cost 370,801 376,950 747,751Accumulated depreciation (295,299) (376,949) (672,248)

Net book value 75,502 1 75,503

As at 31.3.2001Cost 355,401 516,550 871,951Accumulated depreciation (262,623) (507,088) (769,711)

Net book value 92,778 9,462 102,240

The motor vehicles of the Group acquired under hire purchase terms were carried at net book value ofRM402,608 (2001 - RM339,159) at the balance sheet date.

8. INVESTMENT PROPERTIES THE GROUP

2002 2001RM RM

Leasehold land 4,979,933 4,979,933Expenditure on land 318,927 157,776

5,298,860 5,137,709

Freehold land and buildings 16,987,903 17,869,093Disposed during the financial year (1,197,930) (881,190)

15,789,973 16,987,903

21,088,833 22,125,612

Freehold land and building of a subsidiary costing RM2,792,736 (2001 – RM2,792,736) is charged to a licensedbank for a term loan facility granted to the subsidiary. The lease period of the leasehold land expires in theyear 2086.



8. INVESTMENT PROPERTIES (Cont’d)

Based on a valuation exercise carried out on 27 March 2000 by an independent professional valuer, themarket value of the investment properties of the Group amounts to approximately RM35.58 million (2001 –RM36.91 million). No valuation exercise has been carried out on the properties since the last exercise in thefinancial year 2000.

9. OTHER ASSETS


Other assets 521,868 472,285

Other investmentsQuoted shares in Malaysia, at cost 12,300 12,300Unquoted shares, at cost 180,000 180,000

192,300 192,300

714,168 664,585

Market value of quoted shares 5,850 6,390

Other assets are retention monies relating to amounts which are due and receivable after twelve monthsfrom the balance sheet date, upon expiry of the warranty period of the relevant contracts.

10. GOODWILL


At 1 April 2001/2000 10,245,527 7,511,884Reduction in negative goodwill arising from the divestment of equity interest in a subsidiary - 2,733,643

At 31 March 10,245,527 10,245,527

11. INVENTORIES


Unsold completed properties, at cost 9,269,103 9,740,311



12. PROPERTY DEVELOPMENT-IN-PROGRESS


Freehold land, at cost 14,547,886 14,553,404Leasehold land, at cost 801,805 801,805Land and development expenditure 46,155,119 29,385,833

61,504,810 44,741,042Attributable profits 8,665,215 3,526,038

70,170,025 48,267,080Progress billings (41,578,927) (22,511,681)

28,591,098 25,755,399

Included in development expenditure is interest expense capitalised during the financial year amounting toRM836,236 (2001 - RM658,091).

13. DEBTORS


Trade debtors 58,910,469 58,244,261 - -Retention receivable 10,081,043 8,309,049 - -

Total trade debtors 68,991,512 66,553,310 - -Provision for doubtful debts (6,803,879) (6,086,972) - -

62,187,633 60,466,338 - -

Other debtors, deposits and prepayments 19,439,592 40,958,305 8,753,954 35,203,151Provision for doubtful debts (2,682,432) (2,582,832) (2,352,737) (2,352,737)

16,757,160 38,375,473 6,401,217 32,850,414

Dividend receivable - - 3,816,000 2,970,000

78,944,793 98,841,811 10,217,217 35,820,414



13. DEBTORS (Cont’d)

Included in trade debtors at the balance sheet date are the following balances:-

(i) RM37,720,372 (2001 – RM37,788,454) owing by Smart Home Sdn. Bhd. ("SH"), a related party. Details ofthe related party relationship and nature of the transactions and balances are set out in Note 38 to thefinancial statements. The amount owing by SH has been outstanding since 1996. Subsequent to thebalance sheet date, SH has proposed to settle the amount owing in the following manner:-

● transfer of several parcels of land with development potential for a total consideration ofRM35,216,406; and

● the balance is to be settled by cash and/or other consideration to be mutually agreed between SHand the Group.

The proposal by SH is currently being reviewed by the directors (other than the directors who aredeemed to be interested parties). The directors are of the opinion that the amount owing by SH will berecovered in full in due course, and as such, no provision for doubtful debts is required.

(ii) an amount of RM7,261,672 (2001 – RM7,261,672), net of provision for doubtful debts, owing by a thirdparty which has been outstanding since 1994. The third party has been placed under Special Administrationby Pengurusan Danaharta Nasional Berhad on 27 July 1999. The directors are of the opinion that the netamount due from the third party will be recovered in due course, and that no further provision fordoubtful debts is required.

Included in other debtors are the following balances:-

(a) RM4,582,518 (2001 - Nil) due from sub-contractors for the purchase of building materials. The amountowing is unsecured, interest-free, and is to be repaid via deductions against future claims for workperformed by the sub-contractors; and

(b) RM2,500,000 (2001 - Nil) due from a sub-contractor for advances provided to the sub-contractor. Theamount owing is unsecured, interest-free, and is to be repaid via deductions against future claims forwork performed by the sub-contractor.



14. AMOUNT OWING BY/(TO) CONTRACT CUSTOMERS THE GROUP

2002 2001RM RM

Amount owing by contract customersContract costs incurred to date 29,952,686 19,280,003Attributable profits 8,335,542 5,973,843


Amount owing by contract customers 1,407,450 2,956,738

Amount owing to contract customersContract costs incurred to date 173,176,995 177,176,206Attributable profits 7,214,110 11,000,765


Amount owing to contract customers (2,673,438) (3,560,562)

Included in costs incurred on contract works is interest income capitalised during the financial year of RM364,114(2001 – RM366,727).

15. AMOUNTS OWING BY/(TO) SUBSIDIARIES


Amounts owing by:Non-trade - Interest bearing 6,996,470 6,996,470 - Interest free 39,679,945 32,235,120

46,676,415 39,231,590

Amounts owing to:Non-trade - Interest bearing 12,740,618 17,640,618 - Interest free 8,359,849 5,420,046

21,100,467 23,060,664

The above amounts owing are unsecured and not subject to fixed terms of repayment. The interest bearingamounts are subject to interest at rates ranging from 8.65% to 9.05% (2001 - 7.0% to 9.3%) per annum.



16. AMOUNTS OWING BY/(TO) ASSOCIATES

The amounts owing are unsecured, interest-free and not subject to fixed terms of repayment.

17. CASH AND BANK BALANCES

Included in the cash and bank balances of the Group is RM686,692 (2001 - RM472,184) maintained under theHousing Development Account pursuant to Section 7A of the Housing Developers (Control and Licensing )Act, 1966.

18. CREDITORS


Trade creditors 18,180,622 16,586,849 - -Retention payable 6,310,023 9,616,610 - -

Total trade creditors 24,490,645 26,203,459 - -

Other creditors and accruals 6,682,516 8,581,602 245,422 421,539Hire purchase creditors (Note 25b) 87,784 79,160 - -

31,260,945 34,864,221 245,422 421,539

Included in other creditors and accruals of the Group is an advance payment of RM1,166,884 (2001 -RM1,770,000) received from contract customers.

19. AMOUNT OWING TO A DIRECTOR

The amount owing to Sia Kwee Mow@ Sia Hok Chai is unsecured, bears interest at 5.5% (2001 – 5.5%) perannum and is not subject to fixed terms of repayment.

20. SHORT TERM BORROWINGS


Current portion of term loans - secured (Note 25a) 111,636 111,636 - -Revolving credits - secured 14,394,400 14,394,400 - - - unsecured 5,680,000 7,000,000 5,680,000 7,000,000Bank overdrafts - secured - - - - - unsecured 20,843,690 27,037,758 1,657,727 7,462,435

41,029,726 48,543,794 7,337,727 14,462,435



20. SHORT TERM BORROWINGS (Cont’d)

The revolving credits and bank overdrafts bear interest at rates ranging from 5.15% to 9.3% (2001 – 5.35%to 9.3%) per annum.

The secured portion of the revolving credits and bank overdrafts of the Group are secured by way of acorporate guarantee by the Company, supported by a negative pledge over certain landed properties of theGroup.

21. SHARE CAPITAL


AUTHORISED

Ordinary shares of RM1 eachAt 1 April/31 March 193,167,000 193,167,000

5.5% ICCPS of RM1 eachAt 1 April/31 March 6,833,000 6,833,000

Total authorised share capital 200,000,000 200,000,000

ISSUED AND FULLY PAID-UP

Ordinary shares of RM1 eachAt 1 April/31 March 50,468,943 50,468,943

5.5% ICCPS of RM1 eachAt 1 April/31 March 6,833,000 6,833,000

Total issued and fully paid-up share capital 57,301,943 57,301,943

The main terms of the 5.5% ICCPS are as follows:-

(a) entitlement to receive a fixed cumulative preferential dividend of 5.5% per annum payable annually inarrears;

(b) the ICCPS shall mature after five (5) years from the date of issue of 5 May 1999 and will be automaticallyconverted into ordinary shares of the Company on the maturity date of 4 May 2004;

(c) the holders have the option to convert all ICCPS into ordinary shares at any time after the date of issueuntil the maturity date. The ICCPS are not redeemable for cash;

(d) the conversion price into ordinary shares is fixed at RM1.00 per share;

(e) the ICCPS shall rank in priority to the ordinary shares of the Company in respect of return of capital onliquidation or otherwise for the par value of the ICCPS plus any arrears in dividend, provided that thereshall be no further right to participate in the surplus assets or profits of the Company; and

(f) there are no voting rights other than the rights to vote at meetings convened for the purpose of reducingthe capital, or winding up, or sanctioning a sale of undertaking, or where the proposition directly affectsthe rights and privileges of the holders of the ICCPS.



22. SHARE APPLICATION ACCOUNT

The share application account represents the sum arising from the mandatory conversion of the 5%Irredeemable Convertible Unsecured Loan Stocks 1997/2002 ("ICULS"). Details of the conversion of theICULS are disclosed in Note 24 to the financial statements.

23. RESERVES


Share premium reserve (Note a)At 1 April 2001/2000 21,306,521 21,306,521 21,306,521 21,306,521Arising from conversion of ICULS to ordinary shares 1,500 - 1,500 -Set off against expenses incurred on conversion of ICULS (312,269) - (312,269) -

At 31 March 20,995,752 21,306,521 20,995,752 21,306,521

Capital reserve (Note b) 1,199,999 1,199,999 - -Retained profits (Note c) 21,812,676 20,580,642 26,423,468 26,234,438

44,008,427 43,087,162 47,419,220 47,540,959

(a) The share premium reserve is not available for distribution by way of dividends.

(b) The capital reserve arises from a bonus issue of ordinary shares on 21 August 1992 by a former subsidiary,and is not available for distribution by way of dividends.

(c) Based on estimated Section 108 tax credits and subject to agreement with the tax authorities, theretained profits of the Company are wholly distributable by way of dividends without the Companyincurring any additional tax liabilities.

24. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ("ICULS")

THE GROUP/THE COMPANY2002 2001RM RM

At 1 April 115,600,000 115,600,000Transferred to Share Application Account upon maturity of the ICULS (115,600,000) -

At 31 March - 115,600,000



24. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ("ICULS") (Cont’d)

In the previous financial year, the Company had proposed to replace the ICULS by issuing new shares atrevised conversion terms and/or cash subscription, details of which are set out in Note 42(a)(ii) to thefinancial statements.

On 6 September 2001 and 23 October 2001, the Board of Directors of the Company decided to abort theproposed revision to the terms of conversion of the ICULS in view of the prevailing weak capital marketcondition and its uncertain outlook.

The ICULS matured on 28 March 2002, and the amount due to the ICULS was transferred to a ShareApplication Account pending the completion of the mandatory conversion of the ICULS into new ordinaryshares of the Company.

Subsequent to the balance sheet date, the conversion of the ICULS into new ordinary shares of RM1 eachwas made on the following basis:-

(i) 25,127,557 new ordinary shares of RM1 each were issued by the tendering of 115,590,000 ICULS withnominal value of RM1 each;

(ii) 2,500 new ordinary shares of RM1 each were issued by the tendering of 10,000 ICULS with nominalvalue of RM1 each and cash subscription of RM1,500.

25. DEFERRED LIABILITIES


Long term loans - Note a 215,520 289,770Hire purchase creditors - Note b 223,268 221,922Deferred taxation - Note c - -

438,788 511,692

(a) Long term loans


Term loans - secured 327,156 401,406Repayable within 12 months (Note 20) (111,636) (111,636)

215,520 289,770

The secured term loan represents a bridging loan secured by way of a first legal charge over the landedproperty of a subsidiary costing RM2,792,736 (2001 – RM2,792,736). The loan is repayable by 144 equalinstalments commencing 15 September 1994.

The term loans are subject to interest at rates ranging from 8.95% to 9.45% (2001 – 9.45%) per annum.



25. DEFERRED LIABILITIES (Cont’d)

(b) Hire purchase creditors


Future minimum hire purchase payments- repayable not later than one year 110,916 87,292- repayable later than one year and not later than five years 282,174 292,808

393,090 380,100Future finance charges (82,038) (79,018)

Present value of hire purchase liabilities 311,052 301,082

Present value of hire purchase liabilities:-

Not later than one year (Note 18) 87,784 79,160

Later than one year and not later than five years 223,268 221,922

311,052 301,082

(c) Deferred taxation

At 1 April 2001/2000 - 2,250,300Reduction through the disposal of a subsidiary - (2,250,300)

- -

26. NET TANGIBLE ASSETS PER SHARE

The actual net tangible assets per share is calculated based on the net tangible assets value of RM199,831,843(2001 - RM83,310,578) attributable to ordinary shares divided by the number of ordinary shares in issue atthe balance sheet date of 50,468,943 (2001 - 50,468,943) shares.

The proforma net tangible assets per share is calculated based on the net tangible assets value of RM199,831,843attributable to ordinary shares divided by the proforma enlarged number of ordinary shares of 75,599,000after taking into account the allotment of new ordinary shares pursuant to the mandatory conversion of theICULS.



27. TURNOVER


Revenue from construction contracts 56,858,840 31,998,641 - -Proportionate sales value of development properties 24,084,755 20,232,647 - -Sale of goods and services supplied - 39,981,431 - -Rental income 119,300 146,091 - -Dividend income - - 9,300,000 8,944,445Interest income 536,328 6,879 533,461 -Other interest income - - 619,226 708,073Management and administrative charges 45,600 45,600 - 294,000

81,644,823 92,411,289 10,452,687 9,946,518

28. OTHER OPERATING INCOME

Included in other operating income of the Group and the Company of the previous financial year, were theamounts of RM10,729,328 and RM23,475,000, respectively representing the gain on disposal of equity interestin a subsidiary during the previous financial year.



29. PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging/(crediting):-


Advances to joint ventures written off - 3,280,534 - -Amortisation- leasehold land and buildings - 53,783 - -- deferred expenses - 47,710 - -Auditors’ remuneration 51,500 61,600 11,000 11,000Bad debts written off 101,340 335,590 - 327,763Contract costs 65,941,186 38,591,139 - -Deferred expenses written off - 42,696 - -Depreciation of plant and equipment 325,978 2,669,857 32,676 56,617Deposit written off - 150,000 - 150,000Directors’ benefits-in-kind 31,875 49,441 29,625 45,441Directors’ fees 46,000 110,400 46,000 50,400Directors’ remuneration 594,500 899,300 419,625 467,625Dividend income over-recognised 319,445 - 319,445 -Interest expense- bank borrowings 3,175,729 3,106,808 1,354,608 1,464,669- hire purchase 21,884 11,737- ICULS 5,717,576 5,780,000 5,717,576 5,780,000- loans 197,918 81,414 1,388,838 1,376,171- others 361,796 416,544 - -Investment in joint ventures written off - 839,020 - -Plant and equipment written off 2,800 - - -Provision for doubtful debts 816,507 6,872,514 - 2,352,737Preliminary expenses written off - 19,645 - -Pre-operating expenses written off - 68,866 - -Rental expense- premises - 8,100 55,930 55,930- machinery and equipment 14,883 15,588 - -Staff costs 1,996,604 4,617,235 149,581 111,381Trademark written off - 436,375 - -Gross dividend income- subsidiaries (unquoted) - - (9,300,000) (8,944,445)Interest income- licensed financial institutions (533,461) (125,269) (533,461) -- subsidiaries - - (619,226) (708,073)- others (51,663) (193,263) - -Management and administrative charges (45,600) (45,600) - (294,000)Gain on foreign exchange (realised) - (227) - -Loss/(Gain) on disposal of investment properties 33,015 (766,749) - -(Gain)/Loss on disposal of property, plant and equipment (131,031) (170,656) (59,039) 2,899Rental of premises (284,414) (431,254) - -Share of loss in joint ventures written back - (4,163,122) - -

-


-


30. TAXATION


Current (867,495) (420,370) 94,000 680,575Share of associates’ taxation 982,773 810,363 - -

115,278 389,993 94,000 680,575Overprovision in previous financial year - (39,742) - (39,742)

115,278 350,251 94,000 640,833

The taxation charge for the Company is lower than the statutory rate of tax applicable mainly due to certainincome which is not taxable.

Subject to agreement with the tax authorities, the Group has unutilised tax losses and unabsorbed capitalallowances of approximately RM3,741,000 (2001 – RM6,392,000) and RM563,000 (2001 – RM574,000)respectively available at the balance sheet date to be carried forward for offset against future taxable businessincome.

The potential deferred taxation benefits, arising from timing differences, that have not been accounted for inthe financial statements are as follows:-

TAX LOSSES OTHER TOTALRM RM RM

At 1 April 2000 1,122,000 178,000 1,300,000Arising/(Reversal) during the financial year 666,000 (16,000) 650,000

At 31 March 2001/1 April 2001 1,788,000 162,000 1,950,000Reversal during the financial year (742,000) (5,000) (747,000)

At 31 March 2002 1,046,000 157,000 1,203,000

31. EARNINGS PER SHARE

Basic earnings per share ("EPS") is arrived at by dividing the profit after taxation attributable to shareholdersafter deducting preference dividend of RM270,587 (2001 - RM270,587) by the number of 50,468,943 (2001 -50,468,943) ordinary shares of the Company in issue during the financial year.

The computation of diluted EPS is not applicable as the effects of conversion of each class of potentialordinary shares are anti-dilutive.



32. DIVIDENDS


Declared – dividend of 5.5% less 28% tax on the ICCPS (2001 - 5.5% less 28% tax on ICCPS) 270,587 270,587

Proposed – first and final dividend of Nil (2001 - 1.5% less 28% tax) on the ordinary shares - 545,065

270,587 815,652

33. SUMMARY OF EFFECTS OF DISPOSAL OF A SUBSIDIARY

The effect of the disposal of the subsidiary on the financial results of the Group for the financial year was asfollows:-


Turnover - 38,777,804Cost of Sales - (35,212,832)

Gross Profit - 3,564,972Other operating income - 27,922Gain on disposal of subsidiary - 10,729,328Less: Operating expensesAdministrative expenses - (3,172,585)Other operating expenses - (79,808)

Profit from operations - 11,069,829Finance costs - (187,088)

Increase in net profit of the Group - 10,882,741



33. SUMMARY OF EFFECTS OF DISPOSAL OF A SUBSIDIARY (Cont’d)

The effect of the disposal of the subsidiary on the financial position of the Group at the financial year end wasas follows:-


Property, plant and equipment - 17,232,167Other assets - 173,201Current assets - 17,135,797Current liabilities - (2,375,662)Deferred liabilities - (2,238,854)Minority interest - (10,847,334)

- 19,079,315Reduction in reserve on consolidation from disposal - (2,733,643)

Increase in net assets of the Group - 16,345,672

THE GROUP THE COMPANY

2002 2001 2002 2001RM RM RM RM

Property, plant and equipment - 17,232,167 - -Other assets - 173,201 - -Current assets - 17,135,797 - -Current liabilities - (2,375,662) - -Deferred liabilities - (2,238,854) - -Minority interest - (10,847,334) - -

Net assets in subsidiary disposed - 19,079,315 - -Reduction in reserve on consolidation from disposal - (2,733,643) - -

Net cost of investment to the Group - 16,345,672 - -Gain on disposal - 10,729,328 - -

Disposal consideration - 27,075,000 - 27,075,000Cash and cash equivalents disposed - (2,192,116) - -

Net cash inflow on disposal of subsidiary - 24,882,884 - 27,075,000Amount received after the balance sheet date - (27,075,000) - (27,075,000)

Net cash outflow on disposal of subsidiary - (2,192,116) - -



34. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT


Purchase of property, plant and equipment 208,427 1,530,184 15,400 9,654Amount financed through hire purchase arrangements (93,100) (345,803) - -

Cash disbursed for the purchase of property, plant and equipment 115,327 1,184,381 15,400 9,654

35. CASH AND CASH EQUIVALENTS

For the purpose of the cash flow statement, cash and cash equivalents comprise the following:-


Short term deposits 5,042,274 150,000 5,012,274 -Cash and bank balances 1,460,540 1,136,617 1,904 79,070Bank overdrafts (20,843,690) (27,037,758) (1,657,727) (7,462,435)

(14,340,876) (25,751,141) 3,356,451 (7,383,365)

36. DIRECTORS’ REMUNERATION

The aggregate amount of emoluments received and receivable by Directors of the Company during thefinancial year are as follows:-


DIRECTORS’ FEE:-

1. Mun Chong Shing @ Mun Chong Tian 3,000 60,000 3,000 -2. Dato’ Lim Phaik Gan 12,000 12,000 12,000 12,0003. Dr. Norraesah Bt Haji Mohamad 13,000 12,000 13,000 12,0004. Datuk Sim Peng Choon 12,000 12,000 12,000 12,0005. Vincent Koh Kok Kee 6,000 - 6,000 -6. Tan Sri Dato’ Ir Muhammad

Yusuff Bin Haji Muhammad Yunus - 14,400 - 14,400

46,000 110,400 46,000 50,400



36. DIRECTORS’ REMUNERATION (Cont’d)


DIRECTORS’ NON-FEE EMOLUMENTS:-

1. Sia Kwee Mow @ Sia Hok Chai 396,000 414,000 396,000 414,0002. Sia Teong Heng 180,000 195,000 15,750 29,2503. Mun Chong Shing @ Mun Chong Tian 300 127,800 300 -4. Dato’ Lim Phaik Gan 900 - 900 -5. Dr. Norraesah Bt Haji Mohamad 1,500 - 1,500 -6. Datuk Sim Peng Choon 2,100 - 2,100 -7. Vincent Koh Kok Kee 1,200 - 1,200 -8. Yeoh Hock Thong 12,500 162,500 1,875 24,375

594,500 899,300 419,625 467,625

Apart from the amounts disclosed under directors’ remuneration above, the estimated monetary value ofother benefits-in-kind received by the following directors during the financial year, otherwise than in cash areas follows:-


1. Sia Kwee Mow @ Sia Hok Chai 16,925 16,925 16,925 16,9252. Sia Teong Heng 13,500 19,125 11,250 19,1253. Mun Chong Shing @ Mun Chong Tian - 4,000 - -4. Yeoh Hock Thong 1,450 9,391 1,450 9,391

31,875 49,441 29,625 45,441

37. RELATED COMPANY TRANSACTIONS


Interest paid to subsidiaries 1,228,304 1,216,076Rental paid to a subsidiary 55,930 55,930Administration fee received from a subsidiary - 294,000Dividend income received/receivable from subsidiaries 9,300,000 8,944,945Interest received from subsidiaries 619,226 708,073



38. RELATED PARTY TRANSACTIONS/BALANCES

NAME OF NATURE OF THE GROUPRELATED PARTY NOTE TRANSACTION 2002 2001

RM RM

South-East Best (a) Progress billings received/receivable 1,897,361 2,106,698 Sdn. Bhd.

Ligamas Sdn. Bhd. (a) Progress billings received/receivable 17,559,960 3,344,635

Gross dividend income received - 900,000

Paling Industries (a) Purchase of material 181,113 67,268 Sdn. Bhd.

Smart Home (b) Subcontract charges Sdn. Bhd. paid/payable - 51,196

Sia Teong Leng (c ) Property sold 600,000 -

Wong Hon Kum (c ) Retainer fee paid 42,000 -

RECEIVABLE PAYABLENAME OF THE GROUP THE GROUPRELATED PARTIES NOTE 2002 2001 2002 2001

RM RM RM RM

South-East Best Sdn. Bhd. (a) 7,745,003 6,406,597 - -

Ligamas Sdn. Bhd. (a) 10,258,378 6,652,464 - -

Paling Industries Sdn. Bhd. (a) - - 38,543 11,352

Smart Home Sdn. Bhd. (b) 37,720,372 37,788,454 - -

(a) Associates

(b) A company in which Sia Kwee Mow @ Sia Hok Chai, who is a director of the Company, has direct interest.

(c) A director of certain related companies

In the opinion of the directors, the above transactions have been entered into in the ordinary course of businesson terms established by arm’s length negotiations between the parties.



39. CAPITAL COMMITMENT


Approved capital commitment contracted but not provided for 29,050,000 -

The capital commitment relates to the balance of consideration payable for the acquisition of 80% equityinterest in South-East Best Sdn. Bhd..

40. CONTINGENT LIABILITIES


Corporate guarantee (unsecured) given to banks and other licensed financial institutions for credit facilities granted to subsidiaries- funded facilities 30,352,000 29,223,000- non-funded facilities 4,472,000 4,042,000

34,824,000 33,265,000

41. SEGMENTAL REPORTING

The Group operates wholly within Malaysia. The analysis of the Group’s operations by business activities forthe financial year ended 31 March 2002 is as follows:-

(LOSS)/ TOTALPROFIT BEFORE ASSETS

TURNOVER TAXATION EMPLOYEDRM RM RM

2002The Company and its subsidiaries:-Construction and property development 80,884,556 6,621,208 148,551,217Manufacturing and trading - (8,006) 57,552Investment 760,267 (8,346,878) 26,105,699

81,644,823 (1,733,676) 174,714,468Associates:-Construction and property development - 1,511,621 107,770,794Manufacturing and trading - 1,839,954 12,131,772

81,644,823 1,617,899 294,617,034



41. SEGMENTAL REPORTING (Cont’d)

(LOSS)/ TOTALPROFIT BEFORE ASSETS

TURNOVER TAXATION EMPLOYEDRM RM RM

2001The Company and its subsidiaries:-Construction and property development 52,377,824 (9,337,571) 144,647,695Manufacturing and trading 38,514,701 (261,029) 66,001Investment 1,518,764 8,238,482 44,956,366

92,411,289 (1,360,118) 189,670,062Associates:-Construction and property development - 2,781,304 106,726,759Manufacturing and trading - - 10,807,005

92,411,289 1,421,186 307,203,826

42. SIGNIFICANT EVENTS

The following are the significant events involving the Group and the Company:-

(a) On 14 June 2000, the Company announced the following proposals:-

(i) Proposed Renounceable Rights Issue of up to 52,277,289 new ordinary shares of RM1.00 each inthe Company credited as fully paid-up at an issue price of RM1.00 per share on the basis of one (1)new share for every two (2) shares held ("Proposed Rights Issue"); and

(ii) Proposed Special Issue of up to 80,920,000 new shares in the Company in consideration of an offerby the Company to replace from the holders of the existing 1997/2002 5% Irredeemable ConvertibleUnsecured Loan Stocks ("ICULS") their respective ICULS holdings on the basis of seven (7) newshares in the Company for every RM10.00 nominal value of ICULS surrendered for cancellation,together with a cash consideration of RM2.00 ("Proposed Offer").

On 2 October 2000, the Securities Commission ("SC") approved the Proposed Rights Issue based onthe above terms but rejected the terms of the Proposed Offer. The Company subsequently revised theterms of the Proposed Offer and resubmitted an application to the SC on 19 December 2000. On 26February 2001, the SC approved the Proposed Offer based on the following terms:-

(i) If the Proposed Offer is undertaken before 28 March 2001, being the payment date of the ICULSinterest ("Cut-off Date"), the Proposed Offer will comprise an offer to acquire 120 ICULS inconsideration for 36 new shares in the Company, together with a restricted issue to the said ICULSholders of 24 new shares in the Company at an issue price of RM1.00 per share payable in full forcash.

(ii) In the event that the Proposed Offer is undertaken after the Cut-off Date, the Proposed Offer willcomprise an offer to acquire 120 ICULS in consideration for 30 new shares in the Company, togetherwith a restricted issue of 30 new shares in the Company at an issue price of RM1.00 per sharepayable in full for cash.



42. SIGNIFICANT EVENTS (Cont’d)

(iii) The holders of the ICULS shall have the option of either taking up the Proposed Offer or tocontinue holding the ICULS based on the existing terms until the maturity date of 28 March 2002,or a combination of both.

On 6 September 2001 and 23 October 2001, the Board of Directors of the Company decided to abortthe Proposed Rights Issue and Proposed Offer, respectively in view of the prevailing weak capital marketcondition and its uncertain outlook.

(b) On 27 September 2001, the Board of Directors of the Company approved the issuance of RM 92,562,500nominal value Al-Bai Bithaman Ajil Bonds ("ABBA Bonds"). The terms of the ABBA Bonds were subsequentlyrevised on 18 June 2002 and are disclosed in Note 43(b) to the financial statements.

43. SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

The following are the subsequent events involving the Group and the Company:-

(a) At the Extraordinary General Meeting convened on 30 April 2002, the shareholders of the Companyapproved the acquisition by the Company of 500,000 ordinary share of RM1 each in South East Best Sdn.Bhd. ("SEB"), representing 80% equity interest in SEB for a cash consideration of RM35,000,000. At thedate of this report, the acquisition of SEB has not been completed pending the settlement of the purchaseconsideration.

(b) On 18 June 2002, the nominal value of the ABBA Bonds initially approved by the Board of Directors on27 September 2001, was revised to RM61,961,250 comprising RM49,569,000 nominal value Primary Al-Bai Bithaman Ajil Bonds ("Primary ABBA Bonds") and RM12,392,250 nominal value Secondary Al-BaiBithaman Ajil Bonds ("Secondary ABBA Bonds"). The proposed ABBA Bonds will be placed out to alicensed financial institution via a private placement exercise. The ABBA Bonds shall have a tenure of five(5) years from the date of issue. The profit margin on the ABBA Bonds is at a fixed percentage of 5.00%per annum, payable in arrears on a semi-annual basis represented by the Secondary ABBA Bonds. TheABBA Bonds are to be secured in the following manner:-

(i) by a third party first legal charge over certain properties of a subsidiary;

(ii) by a third party first legal charge over all the shares held by a wholly owned subsidiary in anassociate;

(iii) by a first party charge over the reserved account; and

(iv) by a first party charge over a sinking fund account and a Mudharabah Account.

The Company submitted the application in relation to the proposed ABBA Bonds to the SecuritiesCommission ("SC") on 20 June 2002. The application was approved by the SC on 19 July 2002 subject tothe following conditions:-

(i) any change in the terms and conditions of the proposed ABBA Bonds is subject to the approval bythe SC;

(ii) the submission of Borang FMF/JPB (Facility Maintenance File) to the SC and Bank Negara Malaysia;and

(iii) the submission of a certified true copy of the Trust Deed and final rating and rating rationale of theABBA Bonds to the SC.



44. NUMBER OF EMPLOYEES


Number of employees at the balance sheet date 55 57 8 11

45. COMPARATIVE FIGURES

The following comparative figures of the Group and of the Company have been reclassified to conform withthe current financial year’s presentation:

AS PREVIOUSLYAS RESTATED REPORTED

THE GROUP THE COMPANY THE GROUP THE COMPANYRM RM RM RM

BALANCE SHEETS (EXTRACT):

Amount owing by subsidiaries - 39,231,590 - 16,170,926Amount owing to subsidiaries - (23,060,664) - -

Property, plant and equipment 7,585,596 - 12,723,305 -Investment properties 22,125,612 - 16,987,903 -

Gross trade debtors 58,244,261 - 59,398,219 -Provision for doubtful debts (6,086,972) - (4,719,543) -Gross other debtors, deposits and prepayments 40,958,305 - 38,206,823 -Provision for doubtful debts (2,582,832) - (2,352,737) -

Debtors 98,841,811 35,820,414 103,665,479 44,797,149Tax recoverable 4,823,668 8,976,735 - -

Amount owing by contract customers 2,956,738 - - -Amount owing to contract customers (3,560,562) - (603,824) -



45. COMPARATIVE FIGURES (Cont’d)

AS PREVIOUSLYAS RESTATED REPORTED

THE GROUP THE COMPANY THE GROUP THE COMPANYRM RM RM RM

INCOME STATEMENTS (EXTRACT):

Exceptional item - - 10,729,328 23,475,000Other operating income 12,412,360 23,475,204 1,683,032 204

Administrative expenses 4,649,999 991,785 15,245,542 3,881,801Other operating expenses 10,595,543 2,890,016 - -

CASH FLOW STATEMENTS (EXTRACT):

Decrease in amount owing to contract customers (1,428,568) - (695,114) -Interest paid (10,054,594) - (10,421,321) -Interest received 685,394 - 318,667 -

Advances to joint ventures written off 3,280,534 - - -Investment in joint ventures written off 839,020 - - -Share of loss in joint ventures written back (4,163,122) - - -Operating profit before working capital changes 6,704,453 - 6,748,021 -Decrease in trade and other debtors 5,697,763 - 5,654,195 -

Increase in trade and other debtors - (205,993) - (2,069,605)Taxes paid - - - (640,833)Dividends received from subsidiaries - 8,270,000 - 10,774,445



GROUP PROPERTIES AS AT 31ST MARCH 2002

Location Tenure/ Land/ Audited Description Date of(Age of (Built-Up) Net Book Value Acquisition */

building or Area As At 31. 3. 2002 Revaluationdate of expiry) Sq. Ft. RM

1. Lot 172, Section 85 Freehold 2,102/ 426,750 4 storey 29/3/2000Town & District of (27 years) (6,404) ShophouseKuala Lumpur, for rentalWilayah Persekutuan(Nos. 422, 422A,422B & 422C, JalanPahang, Kuala Lumpur)

2. Lot 128, 129, 130, Freehold 5,513/ 3,739,156 6 I/2 storey 28/3/2000Section 47, Town of (22-24 years) (38,238) commercialKuala Lumpur, building forWilayah Persekutuan office(Wisma Siah Brothers, headquartersNo. 74, Jalan Pahang, and for rentalKuala Lumpur)

3. Lot 31 & 32, Village Freehold 4,792/ 400,000 3 storey 29/3/2000of Ulu Klang, (14 years) (5,340) commercialDistrict of Gombak, building forSelangor Darul Ehsan factory

4. Lot 53, Pekan Rembia, Freehold 1,851 30,000 Vacant land 27/3/2000District of Alor Gajah, for futureMelaka development

5. Lot 54, Pekan Rembia, Freehold 3,584 11,000 Vacant land 27/3/2000District of Alor Gajah, for futureMelaka development

6. No. B3-4, B4-3, Freehold (3,313) 1,234,325 Condominium 27/3/2000Sri Bukit Tunku, (9 years) units forKuala Lumpur rental

7. Unit B2, B3, C1, Freehold (11,290) 2,792,737 Condominium 27/3/2000C3, C5, C6 (8 years) units for rentalIntan KennyCondominiums29, Persiaran BukitTunku, Bukit Tunku,50480 Kuala Lumpur

8. GM 2414, Freehold 8,902 483,523 Vacant land 28/3/2000Lot No. 9332 for futureMukim Batu, Daerah developmentand Negeri WilayahPersekutuan


GROUP PROPERTIES AS AT 31ST MARCH 2002 (Cont’d)

Location Tenure/ Land/ Audited Description Date of(Age of (Built-Up) Net Book Value Acquisition */

building or Area As At 31. 3. 2002 Revaluationdate of expiry) Sq. Ft. RM

9. P.T. 8995, 8997, 9006, Leasehold 683,753 473,197 Vacant land 28/3/20009077 Mukim Batu, expiring for futureDaerah and Negeri on developmentWilayah Persekutuan 22/4/2086

10. P.T. 9004 Mukim Batu, Leasehold 230,770 176,851 Land currently 28/3/2000Daerah and Negeri expiring on underWilayah Persekutuan 22/4/2086 development

11. P.T. 41543-41550, Freehold 148,101/ 7,983,911 1 1/2 storey 30/3/200041552, 41555, 41558- (7 years) (112,500) light industrial41576, 41578-41585, building41588-41589, 41595,41599-41602 and41606, Jalan Gambang,Mukim Kuala Kuantan,District of Kuantan,Pahang Darul Makmur

12. P.T. 57232, 57238 and Freehold 7,869/ 685,193 2 storey 30/3/200057242-57244 (7 years) (13,659) shop officeJalan Gambang,Mukim Kuala Kuantan,District of Kuantan,Pahang Darul Makmur

13. P.T. 42031, 42042-42056 Freehold 2,472,039 5,675,090 Vacant land 16/12/1993 *Mukim Kuala Kuantan, for futureDistrict of Kuantan, developmentPahang Darul Makmur

14. P.T. 42029 Mukim Freehold 49,051 156,321 Vacant land for 30/3/2000Kuala Kuantan, futureDistrict of Kuantan, developmentPahang

15. P.T. 42036 Freehold 186,429 597,048 Land currently 30/03/2000Mukim Kuala Kuantan, underDistrict of Kuantan, developmentPahang

16. P.T. 9076 & 9005 Leasehold 519,164 18,150,000 Vacant land 28/3/2000Mukim Batu, expiring on for futureDaerah and Negeri 22/4/2086 developmentWilayah Persekutuan

17. Lot No. 2398, Mukim Freehold 1,132,637 13,510,000 Vacant land 5/4/1999 *of Batang Kali, District for futureof Hulu Selangor development


Authorised Shares Capital : RM200,000,000Issued and Fully Paid Up Capital : RM82,435,000Class of Shares- Ordinary shares of RM1 each : 75,602,000- 5.5% Irredeemable Cumulative Convertible Preference : 6,833,000 Shares of RM1 eachVoting Right : 1 vote per ordinary share

DISTRIBUTION SCHEDULE

Shareholding No. of % of % of IssuedCategory Shareholders Shareholders No. of Shares Capital

1 - 999 295 7.11 93,154 0.121,000 - 10,000 3,484 83.99 9,492,711 12.56

10,001 - 100,000 326 7.86 8,793,353 11.63100,001 - 3,780,099 39 0.94 20,182,259 26.70

3,780,100 - 75,602,000 4 0.10 37,040,523 48.99

Total 4,148 100.00 75,602,000 100.00

THIRTY LARGEST SHAREHOLDERS (As per Register of Members)

Name of Shareholders No. of Shares % of IssuedHeld Capital

1. TASEC Nominees (Tempatan) Sdn Bhd 14,317,500 18.94- TA First Credit Sdn Bhd For LOM Holdings Sdn Bhd

2. Malayan Banking Berhad 9,000,000 11.90

3. Amanah Raya Nominees (Tempatan) Sdn Bhd 8,542,000 11.30- Skim Amanah Saham Bumiputera Permodalan Nasional Berhad

4. TASEC Nominees (Tempatan) Sdn Bhd 5,181,023 6.85- TA First Credit Sdn Bhd For Evergreen Legacy Sdn Bhd

5. DB (Malaysia) Nominee (Asing) Sdn Bhd 2,600,000 3.44- Deutsche Bank AG Singapore PBD For Southwark Limited

6. TASEC Nominees (Asing) Sdn Bhd 2,570,400 3.40- TA First Credit Sdn Bhd For Penfold Holdings Limited

7. RHB Capital Nominees (Tempatan) Sdn Bhd 1,480,800 1.96- Pledged Securities Account For Sia Kwee Mow @ Sia Hok Chai (STH 981069)

8. Sia Teong Heng 1,435,921 1.90

9. Malayan Banking Berhad 1,412,008 1.87

10. Nican Asia Limited 1,106,478 1.46

11. Chay Kwai Gong @ Siah Kwee Swee 809,830 1.07

12. TASEC Nominees (Tempatan) Sdn Bhd 751,800 0.99- TA First Credit Sdn Bhd For Mun Oi @ Mun Oi Lin

13. UOBM Nominees (Tempatan) Sdn Bhd 722,000 0.96- Pledged Securities Account For Siah Chong Hock (T147-6110560936)

SHAREHOLDERS’ INFORMATION AS AT 31ST JULY, 2002


SHAREHOLDERS’ INFORMATION AS AT 31ST JULY, 2002 (Cont’d)

14. TASEC Nominees (Tempatan) Sdn Bhd 693,000 0.92- TA First Credit Sdn Bhd For Pua Kim Kian

15. Siah Teong Woei 561,407 0.74

16. Sia Tian Soong @ Sia Tong Sang 533,000 0.71

17. Siah Chong Ong 432,400 0.57

18. Siah Teong Yin 328,723 0.43

19. Citicorp Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For Siah Teong Woei (471465) 316,304 0.42

20. Sia Tzu Lung 314,592 0.42

21. United Overseas Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For Siah Teong Chein (KL) 303,723 0.40

22. Wong Chee Choon 280,000 0.37

23. Siah Chong Guan 257,400 0.34

24. Chew Siew Ying 249,000 0.33

25. Phang Fook Kiun @ Phan Fook Kiun 217,000 0.29

26. Chan Wan Moi 211,000 0.28

27. Indar Kaur a/p Dan Singh 203,000 0.27

28. Poo Choo @ Ong Poo Choi 198,000 0.26

29. Sia Poh Choo @ Sia Swee Choo 195,500 0.26

30. Lok Huey Yen 190,000 0.25

TOTAL 55,413,809 73.30

DIRECTORS’ SHAREHOLDINGS (As per Register of Directors’ Shareholdings)

Direct Interest Indirect InterestName of Directors Shareholdings % Shareholdings %

Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus - - - -Sia Kwee Mow @ Sia Hok Chai 1,480,800(a) 1.96 19,498,523(b) 25.79Sia Teong Heng 1,698,812(c) 2.25 19,498,523(b) 25.79Mun Chong Shing @ Mun Chong Tian 21,782 0.03 - -Dato’ Lim Phaik Gan 5,000 0.007 - -Datuk Dr. Norraesah bt. Haji Mohamad - - - -Datuk Sim Peng Choon 10,869 0.01 - -Vincent Koh Kok Kee - - - -Abdul Rahman bin A. Shukor - - - -(Alternate to Datuk Sim Peng Choon)

Notes –(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.

(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn. Bhd.(5,181,023 shares).

(c) 91,000 shares are held in bare trust by TASEC Nominees (Tempatan) Sdn. Bhd. - TA First Credit Sdn.Bhd.

Name of Shareholders No. of Shares % of IssuedHeld Capital


SUBSTANTIAL SHAREHOLDERS (excluding bare trustees)(As per Register of Substantial Shareholders)

No. of shares held or % of beneficially interested in Issued Capital

Name of Substantial Shareholders Direct Indirect Direct Indirect

Pemegang Amanah Raya Malaysia- Skim Amanah Saham Bumiputera 8,542,000 - 11.30 -Sia Kwee Mow @ Sia Hok Chai 1,480,800(a) 19,498,523(b) 1.96 25.79Sia Teong Heng 1,698,812(c) 19,498,523(b) 2.25 25.79LOM Holdings Sdn. Bhd. 14,317,500(d) 5,181,023(e) 18.94 6.85Evergreen Legacy Sdn. Bhd. 5,181,023(f) - 6.85 -Malayan Banking Berhad 10,412,008 - 13.77 -

Notes –(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.

(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn. Bhd.(5,181,023 shares)

(c) 91,000 shares are held in bare trust by TASEC Nominees (Tempatan) Sdn. Bhd. - TA First Credit Sdn. Bhd.

(d) 14,317,500 shares are held in bare trust by TASEC Nominees (Tempatan) Sdn. Bhd. - TA First Credit Sdn. Bhd.

(e) Deemed interest by virtue of its shareholding in Evergreen Legacy Sdn. Bhd. (5,181,023 shares).

(f) 5,181,023 shares are held in bare trust by TASEC Nominees (Tempatan) Sdn. Bhd. - TA First Credit Sdn. Bhd.

SHAREHOLDERS’ INFORMATION AS AT 31ST JULY, 2002 (Cont’d)


No. of TSR : 17,076,200Exercise Price : RM3.50 for one ordinary share of RM1.00 eachExercise Period : 21st February, 1994 to 20th February, 2004Exercise Rights : Each TSR entitles the holder to subscribe for one ordinary share of RM1.00

eachTSR exercised during the year : Noneended 31st March, 2002

DISTRIBUTION SCHEDULE

TSR holding No. of TSR % of TSRCategory Holders Holders No. of TSR % of TSR

1 - 999 148 11.34 70,480 0.411,000 - 10,000 963 73.79 3,142,080 18.40

10,001 - 100,000 182 13.95 4,589,100 26.88100,001 - 853,809 9 0.69 2,025,160 11.86853,810 - 17,076,200 3 0.23 7,249,380 42.45

Total 1,305 100.00 17,076,200 100.00

THIRTY LARGEST TSR HOLDERS (As per Register of TSR Holders)

Name of TSR Holders No. of TSR % of TSRHeld

1. Sia Kwee Mow @ Sia Hok Chai 3,078,500 18.03

2. Permodalan Nasional Berhad 2,769,800 16.22

3. Mayban Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For Evergreen Legacy Sdn Bhd (414570222432) 1,401,080 8.20

4. DB (Malaysia) Nominee (Asing) Sdn Bhd- Deutsche Bank AG Singapore PBD For Southwark Limited 600,000 3.51

5. Evergreen Legacy Sdn Bhd 295,500 1.73

6. Tan Yong Tian 242,000 1.42

7. Siah Chong Hock 204,580 1.20

8. Bey Leang Seng 189,000 1.11

9. Tan Ping Chye 134,000 0.78

10. Kenanga Nominees (Asing) Sdn Bhd- Joyway Investment Limited 129,000 0.76

11. Sia Tzu Lung 121,080 0.71

12. Mayban Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For Tang Huong Kiong (211AW1320) 110,000 0.64

13. Lee Ying Yee 84,000 0.49

14. Amsec Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For Cham Chee Khim 81,000 0.47

15. Ong Hock Lye 80,000 0.47

TRANSFERABLE SUBSCRIPTION RIGHTS ("TSR") HOLDERS’INFORMATION AS AT 31ST JULY, 2002


16. Siah Teong Woei 77,000 0.45

17. Lim Kee Yek 71,000 0.42

18. Mun Oi @ Mun Oi Lin 70,000 0.41

19. Wong Ah Loke @ Wong Heng Loke 70,000 0.41

20. Tiew Siok Tuan 55,000 0.32

21. Siah Teong Chein 53,000 0.31

22. Siah Teong Ban 52,000 0.30

23. Perfect Consistence Sdn Bhd 50,200 0.29

24. Suhaimi bin Ishak 50,000 0.29

25. Ong Cho Ho 50,000 0.29

26. Mayban Securities Nominees (Tempatan) Sdn. Bhd.-Pledged Securities Account for Chow Wai Ken (Rem 609-Margin) 50,000 0.29

27. Mayban Securities Nominees (Tempatan) Sdn. Bhd.-Pledged Securities Account for Wong Sing Kuong (28G) 50,000 0.29

28. Tok Hock Bang 50,000 0.29

29. RHB Capital Nominees (Tempatan) Sdn. Bhd.-Pledged Securities Account for Koh Tip Pee (CEB) 50,000 0.29

30. Kenanga Nominees (Tempatan) Sdn. Bhd.-Pledged Securities Account for Chai Tze Yat 47,000 0.28

TOTAL 10,364,740 60.67

DIRECTORS’ INTEREST IN TSR (As per Register of Directors’ TSR Holdings)

Direct Interest Indirect InterestName of Directors TSR holdings % TSR holdings %

Tan Sri Dato’ Ir. Muhammad Yusuff - - - - bin Haji Muhammad YunusSia Kwee Mow @ Sia Hok Chai 3,078,500 18.03 1,746,780(a) 10.23Sia Teong Heng - - 1,746,780(a) 10.23Mun Chong Shing @ Mun Chong Tian 12,500 0.07 - -Dato’ Lim Phaik Gan - - - -Datuk Dr. Norraesah bt. Haji Mohamad 4,000 0.02 - -Datuk Sim Peng Choon - - - -Vincent Koh Kok Kee - - - -Abdul Rahman bin A. Shukor - - - -(Alternate to Datuk Sim Peng Choon)

Note –

(a) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence Sdn. Bhd.(50,200 TSR).

Name of Shareholders No. of TSR % of TSRHeld

TRANSFERABLE SUBSCRIPTION RIGHTS ("TSR") HOLDERS’INFORMATION AS AT 31ST JULY, 2002 (Cont’d)


SIAH BROTHERS CORPORATION BERHADCompany No: 199310-P

(Incorporated in Malaysia)

I/We, ___________________________________________________________________________________________________________________________________________________________________________________________________________

of ________________________________________________________________________________________________________________________________________________________________________________________________________________________

being a member/members of the abovenamed Company do hereby appoint ______________________________________________________________

_____________________________________________________________________________________________ of _____________________________________________________________________________________________________________________

_____________________________________________________________________or failing whom, _________________________________________________________________________________________________________________

of ___________________________________________________________________________________________________________________________________________________________________________________________________________________

as my/our proxy to vote for me/us and on my/our behalf at the Twelfth Annual General Meeting of theCompany to be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpuron Thursday, 26 September, 2002 at 10.30 a.m. and at any adjournment thereof in the manner indicatedbelow:-

No. Resolution For Against

1. Adoption of Reports and Financial Statements

2. Payment of Directors’ fees

3. Re-appointment of Director:YBhg. Dato’ Lim Phaik Gan

4. Re-election of Director:Mr. Mun Chong Shing @Mun Chong Tian

5. Re-election of Director:YBhg. Datuk Sim Peng Choon

6. Re-election of Director:Mr. Vincent Koh Kok Kee

7. Re-appointment of Auditors

8. Authority to Directors to allot and issue shares

(Please indicate with an ‘X’ in the appropriate box against each resolution how you wish your proxy to vote. If noinstruction is given, this form will be taken to authorise the proxy to vote at his/her discretion.)

Dated this __________________________________________ day of ________________________________, 2002

__________________________________________________________________________

Signature of Member(s)

NOTES:

A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him.

To be valid, this form duly completed must be deposited at the Registered Office of the Company not less than forty-eight (48)hours before the time for holding the meeting. Where a member appoints more than one (1) proxy, the appointment shall beinvalid unless he specifies the proportions of his holdings to be represented by each proxy.

If the appointor is a corporation, this form must be executed under its common seal or under the hand of the attorney.

Number ofShares held

PROXY FORM

Fold this flap for sealing

First fold here

STAMP

The Company SecretariesSIAH BROTHERS CORPORATION BERHADWisma Siah Brothers,74A, Jalan Pahang,53000 Kuala Lumpur.

Then fold here

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