sbc corporation berhad: annual report 2003 1400kb

SIAH BROTHERS CORPORATION BERHAD199310-P

A n n u a l R e p o r t 2 0 0 3

...Building Homes...

...Building Communities...

...Building Partnerships...

...Building Value...

SIAH BROTHERS CORPORATION BERHAD (199310-P)

Wisma Siah Brothers, 74A Jalan Pahang 53000 Kuala LumpurTel: 03-40418118 Fax: 03-40435281

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COVER RATIONALESignifies that we are in a business that involves people, and how well we dowill depend a great deal both on our internal alignment as well as alignment

to the high goals that we need to set for ourselves; to stand apart from the competition.

...Investment Holding......Turnkey Construction...

...Planned Communities...BATANG KALI

Bandar Utama, Batang Kali

KUALA LUMPURTaman Mastiara

DAMANSARATaman Damansara Emas

KLANGTaman Suria Perdamar

KUANTANPerkampungan Seri Mahkota Aman

KOTA KINABALU• The Peak, Signal Hill• Signal Hill Park

ONGOING PROJECT

Perlis

Kedah

PulauPinang

Perak

Kuantan

Terengganu

Pahang

SelangorNegeri

Sembilan

Melaka

Johor

Sarawak

Sabah

BATU CAVESPaling’s Products

a...Investment Holding......Turnkey Construction...

...Planned Communities...

Notice Of Annual General Meeting 2

Notice of Dividend Payment 3

Statement Accompanying Notice of Annual General Meeting 3

Annexure A - Letter of Nomination of Auditors 4

Corporate Information 5

Directors’ Profile 6

Corporate Structure 13

Group Financial Highlights 14

Statement Of Directors’ Responsibilities 15

Executive Chairman’s Statement 16

Penyata Pengerusi Eksekutif 20

Statement Of Corporate Governance 24

Statement On Internal Control 30

Audit Committee Report 31

Group Properties 78

Shareholders’ Information 80

TSR Holders’ Information 82

Proxy Form

CORE PURPOSE

To continue to be a pioneering building company, committed to advancing Malaysian living standards

through the planning, construction and delivery of worthy buildings and vibrant communities.

CORE BELIEFS

...an established tradition of conducting our business to the industry’s highest ethics/practices;

...use of designs and processes that advance standards;

...equipping our people in order to provide lasting value to our customers/stakeholders.

Corporate Section

Financial Statements 35-77

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2 Annual Report 2003

Notice Of Annual General Meeting

AGENDA

1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the yearended 31 March 2003 together with the Auditors’ Report thereon.

2. To declare a first and final dividend of 1% less 28% income tax for the year ended 31 March 2003.

3. To approve the payment of Directors’ fees.

4. To re-appoint the following Directors pursuant to Section 129(6) of the Companies Act, 1965:

(a) YBhg. Dato’ Lim Phaik Gan(b) Mr. Sia Kwee Mow @ Sia Hok Chai

5. To re-elect YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad as a Director retiring by rotationpursuant to Article 77 of the Articles of Association of the Company.

6. To appoint Auditors and to authorise the Directors to fix their remuneration.

Notice of nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy ofwhich is annexed hereto and marked as “Annexure A”, has been received by the Companyfrom a shareholder, LOM Holdings Sdn. Bhd. for the nomination of M/s. Horwath, who havegiven their consent to act, as Auditors of the Company and of their intention to propose thefollowing Ordinary Resolution at the meeting:

“THAT M/s Horwath be appointed as Auditors of the Company in place of the retiringAuditors, M/s. Horwath Mok & Poon, at a remuneration to be fixed by the Directors and tohold office until the conclusion of the next Annual General Meeting”.

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

(A) ORDINARY RESOLUTIONAUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES

“THAT subject always to the Companies Act, 1965, the Articles of Association of theCompany and the approval from the Kuala Lumpur Stock Exchange and othergovernmental/regulatory bodies, where such approval shall be necessary, the Directorsbe and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, toallot and issue shares in the Company, at any time and upon such terms and conditionsand for such purposes as they may in their absolute discretion deem fit, provided thatthe aggregate number of shares issued pursuant to this resolution does not exceed tenper cent (10%) of the issued capital of the Company for the time being and that suchauthority shall continue in force until the conclusion of the next Annual General Meetingof the Company.”

(B) SPECIAL RESOLUTIONAPPROVAL FOR PROPOSED CHANGE OF NAME OF THE COMPANY

“THAT the change of name of the Company from Siah Brothers Corporation Berhad toSBC Corporation Berhad (effective upon the issuance of the Certificate of Incorporationon Change of Name of Company by the Companies Commission of Malaysia) be and ishereby approved and that all references in the Memorandum and Articles of Associationof the Company to the name Siah Brothers Corporation Berhad, wherever the same mayappear, shall be substituted with the name SBC Corporation Berhad.”

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

NOTICE IS HEREBY GIVEN that the Thirteenth 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 Friday, 26 September 2003 at 11.00 a.m. to transact the following business:

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)(Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

(Resolution 9)

Siah Brothers Corporation Berhad (199310-P)

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Notice Of Dividend PaymentNOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Thirteenth Annual GeneralMeeting of the Company, the first and final dividend of 1% less 28% income tax for the year ended 31 March 2003will be paid on 31 October 2003 to Depositors registered in the Record of Depositors on 17 October 2003.

A Depositor shall qualify for entitlement only in respect of:

a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 17 October 2003 in respect ofordinary transfers; and

b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of theKuala Lumpur Stock Exchange.

By Order of the Board

CHONG FOOK SINKAN CHEE JINGCompany Secretaries

Kuala Lumpur3 September 2003

Statement Accompanying Notice of Annual General Meeting pursuant to paragraph 8.28 (2) of the Listing Requirements of Kuala Lumpur Stock Exchange

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

(a) Re-appointment of the following Directors pursuant to Section 129(6) of the Companies Act, 1965:

(i) YBhg. Dato’ Lim Phaik Gan

(ii) Mr. Sia Kwee Mow @ Sia Hok Chai

(b) Re-election of YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad as a Director pursuant to Article 77 of theArticles of Association of the Company.

(2) Attendance of Directors at Board Meetings held during the financial year ended 31 March 2003 are as follows:

Attendance Percentage ofName of Directors at Meetings Attendance (%)

Sia Kwee Mow @ Sia Hok Chai 4/4 100Sia Teong Heng 4/4 100Mun Chong Shing @ Mun Chong Tian 3/4 75Dato’ Lim Phaik Gan 2/4 50Dato’ Dr. Norraesah Bt. Haji Mohamad 2/4 50Datuk Sim Peng Choon (Resigned on 19 August 2003) 4/4 100Abdul Rahman Bin A. Shukor(Alternate to Datuk Sim Peng Choon - ceased on 19 August 2003) 2/4 50Vincent Koh Kok Kee (Resigned on 31 May 2003) 4/4 100Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji 1/1 100Muhammad Yunus (Resigned on 14 August 2002)

(3) The Thirteenth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Friday, 26 September 2003 at 11.00 a.m.

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

NOTES:

1) Proxy:A member entitled to attend and vote at theMeeting is entitled to appoint a proxy to attend andvote instead of him. Where a member appointsmore than one (1) proxy, the appointment shall beinvalid unless he specifies the proportions of hisholdings to be represented by each proxy. To bevalid, the proxy form duly completed must bedeposited at the Registered Office of theCompany not less than forty-eight (48) hoursbefore the time for holding the meeting. If theappointor is a corporation, this form must beexecuted under its common seal or under thehand of its attorney.

2) Resolution 8:The Company is actively pursuing businessopportunities in prospective areas so as tobroaden the operating base and earningspotential of the Company. Such expansion plansmay require the issue of new shares notexceeding 10 per cent (10%) of the Company’sissued share capital. With the passing of theresolution by the shareholders of the Company atthe forthcoming Annual General Meeting, theDirectors would avoid delay and cost of conveningfurther general meetings to approve the issue ofshares for such purposes.

3) Resolution 9:The proposed change of name from Siah BrothersCorporation Berhad to SBC Corporation Berhad isto better reflect the corporate identity of theCompany.

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Annexure A

Letter of Nomination of Auditors

8 August 2003

The Board of DirectorsSiah Brothers Corporation BerhadWisma Siah Brothers,74A, Jalan Pahang,53000 Kuala Lumpur.

Dear Sirs,

NOMINATION OF AUDITORS

Pursuant to Section 172(11) of the Companies Act, 1965, we, being a shareholder of the Company, hereby givenotice of nomination of M/s. Horwath as Auditors of the Company in place of the retiring Auditors, M/s. HorwathMok & Poon, and of our intention to propose the following as an ordinary resolution at the forthcoming AnnualGeneral Meeting of Siah Brothers Corporation Berhad:

“THAT M/s Horwath be appointed as Auditors of the Company in place of the retiring Auditors, M/s. Horwath Mok& Poon, at a remuneration to be fixed by the Directors and to hold office until the conclusion of the next AnnualGeneral Meeting.”

Yours truly,LOM HOLDINGS SDN. BHD.

Sia Kwee Mow @ Sia Hok ChaiDirector


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Board Of Directors

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

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

Mun Chong Shing @ Mun Chong TianNon-Executive Director

Datuk Sim Peng ChoonPJNNon-Executive Director

Abdul Rahman Bin A. ShukorB.Sc (Civil & Environmental Eng.), Executive MBANon-Executive Director(Alternate to Datuk Sim Peng Choon)

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

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

Corporate Information

Audit Committee

Dato’ Dr. Norraesah Bt. Haji MohamadDSPN, PhD., B.Sc. (Econ)Chairperson &Independent Non-Executive Director

Datuk Sim Peng ChoonPJNNon-Executive Director

Company Secretaries

Chong Fook SinATII, MCCS, AFA

Kan Chee JingACIS

Registered Office

Wisma Siah Brothers74A Jalan Pahang53000 Kuala LumpurTel : 03 - 4041 8118Fax : 03 - 4043 5281

Auditors

Horwath Mok & PoonChartered 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

Lee, Perara & Tan55, Jalan ThambapillaiOff Jalan Tun SambanthanBrickfields50470 Kuala Lumpur

Principal Bankers

Affin Merchant Bank BerhadAlliance Bank Malaysia BerhadAseambankers Malaysia BerhadBangkok Bank BerhadBumiputra Commerce 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 - 7118 2688Fax : 03 - 7118 2693

Stock Exchange Listing

Main Board Kuala Lumpur Stock Exchange

as at 8 August 2003

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Directors’ Profileas at 31 July 2003

SIA KWEE MOW @ SIA HOK CHAI

Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 70, is the Executive Chairman of Siah Brothers CorporationBerhad (“SBC”). He has been a Director of SBC since its incorporation on 14 June 1990. He has over 49 yearsof experience in building and civil engineering contracting and not less than 31 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 and WesternPacific Contractors’ Associations (“IFAWPCA”) during which he led the IFAWPCA delegation to a meeting betweenthe 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.

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 ConsistenceSdn. 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, 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 45 to thefinancial statements.

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

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


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SIA TEONG HENG

Sia Teong Heng, a Malaysian, aged 40, is the Managing Director of Siah Brothers Corporation Berhad (“SBC”).He was appointed as a Director of SBC on 5 February 1991. On 27 November 2001, he resigned as a member ofthe Audit Committee of SBC. He is a member of the Remuneration Committee of SBC. He graduated in 1985 witha degree in Bachelor of Science in Civil Engineering from Loughborough University, United Kingdom ("UK") and aMaster degree in Management Science from Imperial College, University of 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.



Ordinary shares 334,992 19,498,523 (a)

Transferable Subscription Rights (“TSR”) - 1,746,780 (b)

Employees’ Shares Option Scheme 350,000 -

(a) 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).

(b) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect ConsistenceSdn. 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 a son of Sia Kwee Mow @ Sia Hok Chai, the Executive Chairman and a major shareholder of SBC.

He does not have any conflict of interest with SBC except for those transactions disclosed in Note 45 to thefinancial statements.



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MUN CHONG SHING @ MUN CHONG TIAN

Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 66, was appointed as an Executive Director of SiahBrothers Corporation Berhad ("SBC") on 1 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 31 December 2001.

On 31 December 2001, he was redesignated as a Non-Executive Director of SBC. He is a member of theNomination Committee 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 does not have any conflict of interest with SBC.


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


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DATO’ LIM PHAIK GAN

Dato' Lim Phaik Gan, a Malaysian, aged 83, was appointed as an Independent Non-Executive Director of SiahBrothers Corporation Berhad ("SBC") on 5 February 1991. She is the Senior Independent Non-Executive Director,the Chairperson of the Nomination Committee and a member of the Remuneration Committee of SBC. She is anadvocate and solicitor and was called to the Bar of England and the Bar of Malaysia. She obtained a Master ofArts degree in Law from the University of Cambridge, United Kingdom and was in active practice at the Bar ofMalaysia from 1954 to 1971 and from 1980 until 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. Shewas Malaysia's Permanent Representative to the United Nations Industrial and Development Organisation andInternational Atomic Energy Agency in Vienna, and served as chairman in various committees.

After her retirement from the Malaysian Foreign Service in 1980, she was appointed by the Government as Directorof the Kuala Lumpur Regional Centre for Arbitration, an international organisation involved in the conduct andadministration of international commercial arbitration for the settlement of disputes arising out of internationalcommercial contracts and joint ventures, in which capacity she served from 1982 to 2000. She is currently amember of the Board of Trustees of the Institute of Strategic and International Studies.

She does not hold any securities, direct or indirect, in SBC or any of its 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 two of the four Board Meetings held during the last financial year.

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DATO’ DR. NORRAESAH BT. HAJI MOHAMAD

Dato’ Dr. Norraesah bt. Haji Mohamad, a Malaysian, aged 55, was appointed as an Independent Non-ExecutiveDirector of Siah Brothers Corporation Berhad ("SBC") on 8 July 1991. She is the Chairperson of the AuditCommittee and a member of the Nomination Committee and the Remuneration Committee of SBC. She holds aDoctorate Degree in Economics Science (International Economics and Finance) which she obtained in 1986 fromUniversity of Paris 1, Pantheon Sorbonne, France.

She has over 30 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 the Ministryof 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 sits on the board of KESM Industries Berhad, Malaysian Oxygen Berhad and several private limitedcompanies.

She was awarded the distinction of Darjah Setia Pangkuan Negeri on 13 July 2002 by Tuan Yang Terutama Yangdi-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 two of the four Board Meetings held during the last financial year.


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DATUK SIM PENG CHOON

Datuk Sim Peng Choon, a Malaysian, aged 71, was appointed as a Non-Executive Director of Siah BrothersCorporation Berhad ("SBC") on 14 May 1993, representing the interest of Permodalan Nasional Berhad. He is amember of the Audit Committee and the Remuneration Committee of SBC. He graduated with a Senior CambridgeCertificate from the Anglo Chinese School in Ipoh, Perak Darul Ridzuan in 1951.

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 alsocurrently the Chairman of N.P. King (HK) Ltd., Hong Kong and N.P. King Pte. Ltd., Singapore, both act as agentsfor manufacturers of 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 2 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.

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




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ABDUL RAHMAN BIN A. SHUKOR

Abdul Rahman bin A. Shukor, a Malaysian, aged 41, was appointed to the Board of Directors of Siah BrothersCorporation Berhad (“SBC”) as a Non-Executive Director alternate to Datuk Sim Peng Choon on 5 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, asan Assistant Manager in its Venture Capital Business. In 1997, he went to the United States to pursue theExecutive Master of Business Administration program from the University of New Haven at Connecticut. At thesame time, he has also sat and passed the First and Second of the three levels Examination of the CharteredFinancial Analysis ("CFA") Program organised by the Association of Investment Management and Research(“AIMR”), USA. The CFA Program is a distinguished professional chartership for the financial & investmentcommunities in the USA, and have 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 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 attended two of the four Board meetings held during the last financial year.

SIAH BROTHERS CORPORATION BERHAD

INVESTMENT HOLDING

l Siah Brothers Land Sdn Bhd 100%

l Siah Brothers Properties Sdn Bhd 100%

l Siah Brothers Industries Sdn Bhd 100%

CONSTRUCTION

l Syarikat Siah Brothers Trading Sdn Bhd 100%

l Syarikat Siah Brothers Construction Sdn Bhd 100%

l Siah Brothers Enterprise Sdn Bhd 100%

l Lifeplus - Siah Brothers Trading JV Sdn Bhd 100%

PROPERTY INVESTMENT

Aureate Construction Sdn Bhd 100% l

Sri Rawang Properties Sdn Bhd 22.2% l

PROPERTY DEVELOPMENT

Seri Ampangan Realty Sdn Bhd 100% l

Sinaran Naga Sdn Bhd 100% l

Mixwell (Malaysia) Sdn Bhd 100% l

South-East Best Sdn Bhd 100% l

Gracemart Resources Sdn Bhd 100% l

Sutrati Development Sdn Bhd 100% l

Siah Brothers Development Sdn Bhd 100% l

Tiara Development Sdn Bhd 100% l

SBC Homes Sdn Bhd 100% l

Winsome Ventures Sdn Bhd 100% l

SBC Leisure Sdn Bhd 100% l

SBC Towers Sdn Bhd 100% l

Siah Brothers Project Management Sdn Bhd 100% l

Ligamas Sdn Bhd 50% l

Sri Berjaya Development Sdn Bhd 33.3% l

PLANTATION & NURSERY

Sam & Lau Plantation Sdn Bhd 50% l

MANUFACTURING & TRADING

l Paling Industries Sdn Bhd 40%

l Liga Canggih Sdn Bhd 40%

l Masahmura Sdn Bhd 51%

l Masahmura Sales & Service Sdn Bhd 51%

l Varich Industries Sdn Bhd 50%


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Group Financial Highlights

2003 2002 2001 2000 1999(Restated)

RM’000 RM’000 RM’000 RM’000 RM’000

RESULTSTurnover 69,829 81,645 92,411 114,707 149,669Profit before taxation 5,149 1,618 1,421 2,555 2,088Profit after taxation but before minority interests 2,011 1,174 1,071 3,729 3,923Profit attributable to shareholders 2,011 1,174 1,071 3,729 1,679

ASSETS EMPLOYEDProperty, plant & equipment 35,813 7,047 7,586 13,090 15,789Investments and other assets 152,856 141,705 140,323 141,031 165,810Net current assets 71,634 56,867 58,346 56,393 34,687Goodwill and deferred expenditure 27,272 10,246 10,246 8,253 8,185

287,575 215,865 216,501 218,767 224,471

FINANCED BYShare capital 82,435 57,302 57,302 57,302 50,469Share application account - 115,600 - - -Reserves 134,682 42,524 43,087 42,832 40,095Minority interests - - - - 14,897Irredeemable Convertible Unsecured Loan Stocks - - 115,600 115,600 115,600ABBA Bonds 37,827 - - - -Deferred Liabilities 32,631 439 512 3,033 3,410

287,575 215,865 216,501 218,767 224,471

SELECTED RATIOSNet earnings per share (sen) 2.4 1.8 1.6 6.9 3.3Net tangible assets per share (sen) 242 393 165 169 163Gross dividend (%) 1.0 - 1.5 1.5 1.0

for the financial year ended 31 March 2003

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250250

300300

’03’03 ’02’02 ’01’01 ’00’00 ’99’99

Profit Before Taxation(RM’000)Profit Before Taxation(RM’000)

5,149

5,149

1,61

81,

618

1,42

11,

421

2,55

52,

555

2,08

82,

088

’03’03 ’02’02 ’01’01 ’00’00 ’99’99

Assets Employed(RM’000)Assets Employed(RM’000)

Turnover(RM’000)Turnover(RM’000)

287,575

287,575

215,

865

215,

865

216,

501

216,

501

218,

767

218,

767

224,

471

224,

471

’03’03 ’02’02 ’01’01 ’00’00 ’99’99

69,829

69,829

81,6

4581

,645 92

,411

92,4

11 114,

707

114,

707

149,

669

149,

669

Shareholders’ Fund(RM’000)Shareholders’ Fund(RM’000)

’03’03 ’02’02 ’01’01 ’00’00 ’99’99

217,117

217,117

215,

426

215,

426

100,

389

100,

389

100,

134

100,

134

90,5

6490

,564


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Statement Of Directors’ ResponsibilitiesIn Respect Of The Preparation Of The Financial Statements

The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance withapplicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give atrue and fair view of the state of affairs of the Group and the Company as of 31 March 2003 and of the results and cashflows 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 reasonable accuracyat any time the financial position of the Group and the Company and are kept in accordance with the Companies Act,1965. The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the Group’sassets and to prevent and detect fraud and other irregularities.

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Executive Chairman’s Statement

On behalf of the Board of Directors, I am pleased to present the Annual Report andFinancial Statements of Siah Brothers Corporation Berhad for the financial yearended 31 March 2003.

ECONOMIC AND BUSINESS OUTLOOK

The local economy posted a GDP growth of 4.2% forthe calendar year 2002 and is expected to post atleast a similar figure in the next 12 months.

During the first half of last year, the general businessand consumer sentiment had been distinctly brightprior to the year end interruptions of geopoliticalinstability, the 2003 global health epidemic as well asthe single domestic issue pertaining to thedisplacement of the foreign labor. The latter issuewhich started to affect the entire industry in the latterquarter of 2002, persisted well into the first quarter of2003 by which time most of the building activities hadonce again proven its resilience by readjusting andregaining its ordinary pace.

After the slew of negative events, the prospects ofthe building and housing industry are once againlooking up. Most significant were the off budget fiscalmeasures introduced by the government to promotethe housing industry in the form of tax breaks and lowmortgage rates. With another round of interest ratecuts instituted again, the general consensus is thatthere has not been a time in recent history that it hasbeen so affordable to own a new home. This clearlybodes well for our group as most of our activities areeither directly or indirectly tied to the outlook of thehousing and development industries.

FINANCIAL PERFORMANCE

Inspite of the interruption of the industry wideslowdown in labor activity as cited above, the yearhas been a satisfactory one for the group. Group’spre-tax profit increased by 218% to RM5.15 millionbringing the shareholders’ funds total to RM217.12million as at 31 March 2003. This somewhat bearstestimony to our efforts to raise the group profitabilityboth in terms of top line growth as well as quality ofthat growth.

4-Storey Shop Office Suites cum ApartmentsTaman Mastiara, Kuala Lumpur

The Peak CondominiumSignal Hill, Kota Kinabalu


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OPERATIONS

This year witnessed a concerted thrust towards making the overall operations more efficient; operationalprocesses which support that delivery were significantly ‘retooled’, where a key initiative was the upgrade theframework for operational goals to make it suitable and more focussed. This facilitated better alignment ofcompany goals vis-a-vis peoples’ goals.

During the year under review, the following project precincts were delivered/handed over:

1. West Coast: Section 4, Bandar Utama Batang Kali, Selangor and Precinct 4, Mastiara, Kuala Lumpur2. East Coast: Precinct 3, Perkampungan Seri Mahkota Aman, Kuantan, Pahang

Works started on following projects over the similar period:

1. West Coast: Section 1, Taman Suria Pendamar, Klang, Selangor2. East Coast: Precinct 5, Perkampungan Mahkota Aman, Kuantan, Pahang3. East Malaysia: Signal Hill Park, Kota Kinabalu, Sabah

During the year under review, the following project precincts were delivered/implemented under the turnkeydivision:

1. Upgrading of Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor2. Turnkey construction of high grade homes at Taman Damansara Emas, Kota Damansara, Selangor

Our manufacturing associate in Paling Industries Sdn Bhd (“Paling”) in collaboration with Brussels based EtexGroup (a world leader in plastic piping systems) entered into its second fiscal year of operations as partnership.For both these fiscal years since 31 March 2001, Paling’s turnover and pre-tax profits posted RM30 million andRM3 million respectively. Through the year, Paling has continue to invest in human resource training as well astools refinement enabling the raising of productivity levels and production yields.

We are already seeing the benefits of technology transfer as well as tools and raw materials being sourced at verycompetitive rates by leveraging on the bargaining strength of the Etex Group. Moving forward, we expectimprovements in the production capability of Paling to continue and we should soon see an increase in exportrevenue by way of additional product lines and sales to the Etex network internationally.

Section 4 Bandar Utama Batang Kali, Selangor Taman Suria Pendamar, Klang

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CORPORATE DEVELOPMENT

During the financial year, the Company issuedRM61,961,250 nominal value Al-Bai BithamanAjil Bonds (“ABBA Bonds”) comprisingRM49,569,000 nominal value Primary Bondsand ten (10) equal tranches Secondary Bondswith RM12,392,250 nominal value. ThePrimary Bonds are redeemable at maturity.Each Primary Bond is supported by ten (10)Secondary Bonds which are redeemable insemi-annual installments commencing six (6)months from the date of first issue of theSecondary Bonds. The ABBA Bonds wereplaced out to a licensed financial institution viaa private placement. The tenure of the ABBABonds is five (5) years from the date of issue.The profit margin on the ABBA Bonds is at afixed percentage of 5% per annum, payable inarrears on a semi-annual basis represented bythe Secondary Bonds. The ABBA Bonds areissued based on a 10% per annum yield tomaturity.

BOARDROOM CHANGE

At the Boardroom level, you see the departureof Mr Vincent Koh Kok Kee whom I take thisopportunity to express our appreciation to himfor his invaluable contribution to the Groupduring his term in office.

FUTURE OUTLOOK

As we continue to garner company widecommitment to delivering on the highexpectations of the group, we hold the viewthat, whilst still on the recovery path, the localbusiness sentiment is fast improving. Barring‘external shocks’, we feel that the environmentshould stabilize to a point where there shouldbe vast opportunities for us as a turnkeysolutions provider to achieving an all roundimprovement in performance.

Single Storey Terrace HousesPerkampungan Seri Mahkota Aman, Kuantan

ShoplotsPerkampungan Seri Mahkota Aman, Kuantan

Road Upgrading Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor


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DIVIDEND

The Board recommends a first and final dividend of1% per ordinary share less 28% tax for thefinancial year ended 31 March 2003. Subject to theshareholders’ approval at the forthcoming AnnualGeneral Meeting of the Company, the payment ofthe dividend will be made to the shareholders on adate to be announced later.

APPRECIATION

Our employees are instrumental to the Group andwe would like to thank them for their continuedhard work and commitment during the past year.The Group continues to approach 2004 with similarconfidence and belief in the Group and the ability ofits dedicated workforce.

As always, we remain grateful to our shareholders,customers, joint venture partners, businessassociates, bankers and government authoritiesfor their confidence, understanding and support forthe Siah Brothers Corporation Group. I amconfident that with the continuing support of allparties, the Group will be able to overcome anycrisis faced.

In all, the Group remains committed to meeting thechallenges of the coming year and to constantlyaspire to be recognized as a prominent builder ofhomes and buildings via superior delivery by ourpeople and strong partnership with our clients.

Thank you.

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

8 August 2003

Paling’s Products

Paling’s Products

Turnkey Construction of Double Storey Terrace HousesTaman Damansara Emas, Kota Damansara, Selangor

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Penyata Pengerusi Eksekutif

Saya bagi pihak Lembaga Pengarah dengan sukacitanya membentangkan LaporanTahunan dan Penyata Kewangan Siah Brothers Corporation Berhad bagi tahunkewangan berakhir 31 Mac 2003.

TINJAUAN EKONOMI DAN PERNIAGAAN

Ekonomi negara telah mencatatkan Keluaran DalamNegara Kasar (KDNK) sebanyak 4.2% pada tahun 2002 dan dijangka akan terus mencatatkansekurang-kurangnya angka yang sama dalam 12 bulan yang akan datang.

Sentimen konsumer dan perniagaan telahmenunjukkan prestasi yang amat baik sebelumpertengahan tahun kedua iaitu sebelum timbulnyaketidakstabilan geopolitik, jangkitan wabak penyakityang menular seluruh dunia serta isu-isu domestikberkaitan dengan kekurangan buruh asing. Isudomestik tersebut telah mulai menjejaskan keadaanseluruh industri ini pada suku akhir tahun 2002 malahberlarutan sehingga suku pertama tahun 2003.Namun pada ketika ini kebanyakan aktiviti dalamsektor pembinaan telah sekali lagi membuktikandaya keteguhan dengan penyesuaian aktiviti kembalike kedudukan yang asal.

Prospek sektor pembinaan dan sektor perumahantelah bertambah baik selepas mengharungiperistiwa-peristiwa negatif tersebut. Isu palingsignifikan adalah rangsangan ekonomi melaluipenilaian pelepasan belanjawan fiskal yangdiperkenalkan oleh pihak kerajaan dalam usahauntuk mempromosikan industri perumahan melaluigalakan cukai serta sumber kewangan yang murah.Malahan, kemampuan untuk memiliki rumah barukini telah menjadi mudah dengan penurunan kadarfaedah pinjaman rumah. Keadaan baik yang tidakpernah sesekali berlaku dalam sejarah negara initelah memberi kesan yang positif kepada Kumpulanmemandangkan kebanyakan aktiviti kami adalahberkaitan rapat dengan prospek sektorpembangunan dan perumahan.

PRESTASI KEWANGAN

Walaupun masalah aktiviti buruh sepertimana yangtelah disebutkan di atas telah menjejaskan keadaanindustri ini, namun tahun ini Kumpulan telahmembentangkan keputusan yang amat memuaskan.Keuntungan sebelum cukai Kumpulan telahmeningkat sebanyak 218 % kepada RM5.15 juta dansekaligus menaikkan dana pemegang sahamkepada RM217.12 juta pada 31 Mac 2003. Prestasiini telah membuktikan nekad kami untukmeningkatkan keuntungan Kumpulan dari segipertumbuhan perolehan dan kualiti pertumbuhannya.

Kedai Pejabat Berserta Pangsapuri 4 TingkatTaman Mastiara, Kuala Lumpur

Kolam Renang di The Peak KondominiumSignal Hill, Kota Kinabalu


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OPERASI

Tahun ini memperlihatkan hasrat serta kerjasama dari semua pihak untuk menghasilkan mutu operasi yang lebihcekap secara keseluruhan; proses-proses kerja yang menyumbangkan hasil tersebut telah diperbaiki, di manainisiatif utama adalah peningkatan rangkaian kerja organisasi demi matlamat operasi untuk menjadikannya lebihsesuai dan berfokus. Usaha ini juga telah menyelaraskan tumpuan organisasi dengan matlamat masyarakatumum.

Dalam tahun bawah tinjauan, Kumpulan telah berjaya menyiapkan dan menyerahkan projek-projek berikut kepadapara pembeli rumah:

1. Pantai Barat: Seksyen 4, Bandar Utama Batang Kali, Selangor dan Precinct 4, Mastiara, Kuala Lumpur2. Pantai Timur: Precinct 3, Perkampungan Seri Mahkota Aman, Kuantan, Pahang

Dalam tahun yang sama, projek-projek berikut telah dimulakan kerja:

1. Pantai Barat: Seksyen 1, Taman Suria Pendamar, Klang, Selangor 2. Pantai Timur: Precinct 5, Perkampungan Mahkota Aman, Kuantan, Pahang 3. Malaysia Timur: Signal Hill Park, Kota Kinabalu, Sabah

Dalam tahun bawah tinjauan, projek-projek lingkungan berikut telah disiapkan/dilaksanakan bagi bahagian‘turnkey’:

1. Menaik-taraf Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor 2. Pembinaan ‘turnkey’ rumah gred tinggi di Taman Damansara Emas, Kota Damansara, Selangor

Usahasama antara syarikat bersekutu, Paling Industries Sdn Bhd (“Paling”) dengan rakan kongsinya, KumpulanEtex dari Brussels (pengilang terbesar di dunia dalam sistem paip plastik) telah memasuki tahun fiskal yangkedua. Dalam kedua-dua tahun fiskal semenjak 31 Mac 2001, Paling telah meraihkan perolehan sebanyak RM30juta dan keuntungan sebelum cukai sebanyak RM3 juta. Sepanjang tahun ini, Paling telah terus melabur dalamlatihan sumber manusia serta ke atas penyempurnaan peralatan kerja untuk meningkatkan lagi tahap produktivitidan hasil pengeluaran.

Kami telah menikmati kelebihan pemindahan teknologi serta perolehan peralatan dan bahan-bahan mentah padaharga yang kompetitif melalui daya rundingan Kumpulan Etex. Menjangkau masa depan, kami menjangkapertumbuhan yang berterusan dalam pengeluaran Paling dan pendapatan eksport melalui pertambahan jenisproduk dan hasil jualan kepada rangkaian sedunia Etex.

Seksyen 4 Bandar Utama Batang Kali, Selangor Taman Suria Pendamar, Klang

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PERKEMBANGAN KORPORAT

Dalam tahun kewangan ini, Syarikat telahmenerbitkan RM61,961,250 nilai nominal BonAl-Bai Bithaman Ajil (Bon ABBA) yang terdiridaripada RM49,569,000 nilai nominal BonPertama dan sepuluh (10) gugusan sama BonKedua pada nilai nominal RM12,392, 250. BonPertama boleh ditebus kembali selepas tamattempoh matang. Setiap Bon Pertama disokongoleh Bon Kedua yang dapat diperolehi semulaselepas pembiayaan ansuran tempohsetengah tahun yang bermula enam bulan dariterbitan pertama Bon Kedua.

Bon ABBA ditempatkan di sebuah institusikewangan berlesen menerusi suatupenempatan persendirian. Tempohpemegangan Bon ini adalah lima (5) tahun daritarikh ia diterbitkan. Keuntungan Bon ABBAtelah ditetapkan pada kadar 5% setahun, akandibayar secara ansuran dalam tempohsetengah tahun yang diwakili oleh Bon Kedua.Bon ABBA diterbitkan pada kadar 10%setahun hingga tempoh matang.

PERUBAHAN LEMBAGA PENGARAH

Pada peringkat Lembaga Pengarah, sayamengambil kesempatan ini untuk melafazkanpenghargaan kami kepada Encik Vincent Koh Kok Kee atas sumbangan beliau kepadaKumpulan ini sepanjang penggal beliausebagai pengarah Syarikat.

TINJAUAN MASA DEPAN

Dengan terus melaksanakan tanggungjawabdan kewajipan semua pihak demi mencapaimatlamat Kumpulan ini, kami bersependapatbahawa sentimen perniagaan yang kini masihdalam tahap pemulihan akan bertambah baik.Walaupun terdapat gangguan luaran, kamiyakin bahawa keadaan persekitaran akanmenjadi lebih stabil hingga ke suatu tahapyang akan mendatangkan peluang kepadakami untuk meningkatkan lagi prestasiSyarikat secara keseluruhannya.

Rumah Teres Satu TingkatPerkampungan Seri Mahkota Aman, Kuantan

Lot KedaiPerkampungan Seri Mahkota Aman, Kuantan

Projek Menaik-taraf Jalan Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor


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DIVIDEN

Lembaga Pengarah telah mencadangkanpembayaran dividen tahunan sebanyak 1%sesaham tolak cukai 28% bagi tahun kewanganberakhir 31 Mac 2003, tertakluk kepadapersetujuan para pemegang saham padaMesyuarat Agung Tahunan akan datang. Tarikhpembayaran dividen ini akan diumumkan kelak.

PENGHARGAAN

Kakitangan kami adalah instrumental kepadaKumpulan dan kami ingin melafazkan ucapanterima kasih kepada mereka atas usahaberterusan dan amanat kukuh mereka pada tahunyang lalu. Kumpulan ini akan menghadapi tahun2004 dengan keyakinan dan percaya akankebolehan para pekerjanya yang berdedikasi.

Seperti biasa, kami juga ingin menyatakanpenghargaan kami kepada para pemegangsaham, rakan-rakan perkongsian, rakan-rakanperniagaan, ahli-ahli bank dan juga pihak berkuasakerajaan atas keyakinan, persefahaman dansokongan mereka terhadap Kumpulan SiahBrothers Corporation. Saya yakin dengan adanyasokongan berterusan daripada semua pihak,Kumpulan ini akan berupaya mengatasi sebarangrintangan yang dihadapi.

Justeru itu, Kumpulan ini bertekad untukmenghadapi sebarang cabaran pada tahun yangakan datang dan terus bernekad untuk menjadipembina perumahan dan bangunan yang terulungmelalui kewibawaan para pekerja kami serta talianusahasama dan hubungan yang rapat denganpara pelanggan kami.

Sekian, terima kasih.

Sia Kwee Mow @ Sia Hok Chai JMN, FFB, FCIOB, FAIB Pengerusi Eksekutif

8 Ogos 2003

Produk Keluaran Paling

Produk Keluaran Paling

Pembinaan Turnkey Rumah Teres Dua TingkatTaman Damansara Emas, Kota Damansara, Selangor

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Statement Of Corporate Governanceas at 8 August 2003

The Board of Directors of Siah Brothers Corporation Berhad appreciates and is committed to the maintenance ofhigh standards of corporate governance by implementing the principles and best practices set out in Part 1 and 2of the Malaysian Code of Corporate Governance (“Code”).

Set out in the ensuing paragraphs are descriptions of how the Group has applied the principles and best practicesof the Code during the financial year and the extent of compliance with best practices of the Code.

BOARD OF DIRECTORS

Composition and Balance

As at the date of this statement, the Board consists of 7 members, comprising 2 independent non-executiveDirectors, 3 non-executive Directors and 2 executive Directors. With this Board composition, the Companycomplies with paragraph 15.02 of the Listing Requirements of the Kuala Lumpur Stock Exchange where at least2 Directors or 1/3 of the Board, whichever is higher, are independent Directors.

The Board comprises Directors from different professional backgrounds and collectively bring with them depth anddiversity in experience and expertise to the Group’s operations. The Executive Directors are responsible forimplementing policies of the Board, overseeing the Group’s operations and developing the Group’s businessstrategies. The role of the Independent Non-Executive Directors is to provide independent view, advice andjudgement to ensure a balanced and unbiased decision making process.

The Board is of the opinion that its current membership fairly reflects the investment of minority shareholders inthe Company and represents the required mix of skills and experience required to discharge the Board’s dutiesand responsibilities. Furthermore, no individual Director or group of Directors can dominate the Board’s decisionmaking.

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;• Identify 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,

replacing senior management;• Developing and implementing an investor relations program or shareholder communications policy for the

Company;• Reviewing the adequacy and the integrity of the Company’s internal control systems and management

information 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 the Board meetings. The Managing Director is responsible for the daily management of theGroup’s business operations and implementation of policies and strategies adopted by the Board.

On 27 August 2002, the Board appointed Dato’ Lim Phaik Gan as the Senior Independent Non-Executive Directorto whom concerns may be conveyed.

Board Meetings

Normally, the Board meets at least 4 times in a financial year with additional meetings convened to deliberate onurgent and significant matters where decisions need to be taken between the scheduled Board meetings. Duringthe financial year ended 31 March 2003, the Board met 4 times where it deliberated on and considered mattersrelating to the Group’s financial performance, significant investments, corporate development, strategic issues andbusiness plan. Details of each Director’s attendance of Board meetings are set out as follows:


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Board Meetings (cont’d)

No. ofName of Director Designation meetings attended

Sia Kwee Mow @ Sia Hok Chai Executive Chairman 4 / 4

Sia Teong Heng Managing Director 4 / 4

Mun Chong Shing @ Mun Chong Tian Non-Executive Director 3 / 4

Dato’ Lim Phaik Gan Independent Non-Executive Director 2 / 4

Dato’ Dr. Norraesah Bt. Haji Mohamad Independent Non-Executive Director 2 / 4

Datuk Sim Peng Choon Non-Executive Director 4 / 4

Abdul Rahman Bin A. Shukor Non-Executive Director 2 / 4(Alternate to Datuk Sim Peng Choon)

Vincent Koh Kok Kee Independent Non-Executive Director 4 / 4(Resigned on 31 May 2003)

Tan Sri Dato’ Ir. Muhammad Yusuff Independent Non-Executive Director 1 / 1Bin Haji Muhammad Yunus(Resigned on 14 August 2002)

All Directors receive documents on matters requiring their consideration prior to and in advance of each meeting.These documents are comprehensive and include qualitative and quantitative information to enable the Boardmembers to make an informed decision. Senior management is invited to attend these meetings to explain andclarify matters being tabled. All proceedings of the Board meetings are minuted by the Company Secretary.

There is a formal schedule of matters reserved specifically for Board’s decisions, these include approval of keypolicies, significant acquisitions and disposals of assets, significant investments and approval of budgets andcorporate plans.

To assist in the discharge of their responsibilities and duties, all Directors have access to the advice and servicesof the Company Secretary. If required, the Directors may engage independent professionals at the Group’sexpense, 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 Section 129(6) of the Companies Act,1965.

Directors’ Training

All members of the Board have attended the Mandatory Accrediation Programme conducted by the ResearchInstitute of Investment Analysis Malaysia. The Board will ensure that all its members attend such training programsas prescribed by the Kuala Lumpur Stock Exchange.

For new Directors, a familiarisation program will be conducted for them. This includes a presentation of the Group’soperations by senior management and visits to the existing project sites.

Board Committees

Apart from the Audit Committee, there are two other committees established by the Board during the financial yearended 31 March 2003 to assist the Board in the execution of their responsibilities. They are the Nomination andRemuneration Committees and all Board committees are provided with written terms of reference.

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AUDIT COMMITTEE

The report of the Audit Committee is set out on pages 31 to 34 of this annual report.

NOMINATION COMMITTEE

The Nomination Committee (“NC”) was established on 27 February 2003. The members of the NC are as follows:

Chairperson : Dato’ Lim Phaik Gan (Independent Non-Executive Director) (Appointed on 29 May 2003)

Members : Dato’ Dr Norraesah Bt. Haji Mohamad (Independent Non-Executive Director)Mun Chong Shing @ Mun Chong Tian (Non-Executive Director)Vincent Koh Kok Kee (Independent Non-Executive Director) (Resigned on 31 May 2003)

Secretaries : Chong Fook SinKan Chee Jing

The terms of reference of NC are as follows:

(1) Membership

The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consistexclusively of non-executive directors, minimum 3, a majority of whom are independent.

The members of the Committee shall elect the Chairman from among their number who shall be anindependent director.

In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly ora majority of whom must be independent directors.

(2) Frequency Of Meetings

Meetings shall be held not less than once a year.

The Company Secretary shall be the Secretary of the Committee.

(3) Authority

The Committee is to recommend new nominees for the Board and the board committees and to assessDirectors on an on-going basis. The actual decision as to who shall be nominated should be the responsibilityof the full Board after considering the recommendations of the Committee.

(4) Duties

The duties of the Committee shall be:

i. to recommend to the Board, candidates for all directorships and in doing so, preference shall be given toshareholders or existing Board members and candidates proposed by the Chief Executive Officer and,within the bounds of practicability, by any other senior executive or any director or shareholder may alsobe considered.

ii. to recommend to the Board, directors to fill the seats on board committees.

iii. to review annually, on behalf of the Board, the required mix of skills, experience and other qualities,including core competencies, which non-executive directors should bring to the Board.

iv. to carry out annually, on behalf of the Board, the assessment of the effectiveness of the Board as a whole,the board committees and the contribution of each individual director.

(5) Reporting Procedures

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

The NC met once on 29 May 2003 subsequent to the financial year, attended by all its members. At that meeting,the Chairperson was elected and the following matters were considered and resolved:

(a) re-appointment and re-election of Directors at the Thirteenth Annual General Meeting;

(b) mix of skills, experience and qualities of all Directors; and

(c) the effectiveness of the Board and the contribution from each Board member.


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REMUNERATION COMMITTEE

The Remuneration Committee (“RC”) was established on 27 February 2003 and the members of the RC are asfollows:

Members : Dato’ Dr Norraesah Bt. Haji Mohamad (Independent Non-Executive Director)Dato’ Lim Phaik Gan (Independent Non-Executive Director)Datuk Sim Peng Choon (Non-Executive Director)Sia Teong Heng (Managing Director)

Secretaries : Chong Fook SingKan Chee Jing

The terms of reference of RC are as follows:

(1) Membership

The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consistof at least 3 directors, wholly or a majority of whom are non-executive directors.

The members of the Committee shall elect the Chairman from among their number who shall be a non-executive director.

In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly ora majority of whom must be non-executive directors.

(2) Frequency Of Meetings

Meetings shall be held not less than once a year.

The Company Secretary shall be the Secretary of the Committee.

(3) Authority

The Committee is authorised to draw from outside advice as and when necessary in forming itsrecommendation to the Board on the remuneration of the executive directors in all its forms. Executivedirectors should play no part in decisions on their own remuneration and should abstain from discussion oftheir own remuneration.

Note: The determination of the remuneration packages of non-executive directors, including non-executivechairman, should be a matter for the Board as a whole. The individuals concerned should abstain fromdiscussion of their own remuneration.

(4) Duties

The duty of the Committee is to recommend to the Board the structure and level of remuneration of executivedirectors.

(5) Reporting Procedures


The RC has yet to meet as the review of remuneration of the Directors is expected to be conducted towards theend of the current financial year.

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DIRECTORS’ REMUNERATION

The details of the remuneration of each Director during the financial year ended 31 March 2003 are as follows:

(a) Total Remuneration

Basic Benefits- AttendanceSalary Bonuses Fees in-kind Fee Total

RM RM RM RM RM RM

Executive

Sia Kwee Mow @ Sia Hok Chai 396,000 90,000 - 16,925 - 502,925

Sia Teong Heng 210,000 45,000 - - - 255,000

Non-Executive

Mun Chong Shing @ Mun Chong Tian - - 12,000 - 1,200 13,200

Dato’ Lim Phaik Gan - - 12,000 - 1,200 13,200Dato’ Dr. Norraesah

Bt. Haji Mohamad - - 13,000 - 2,400 15,400Datuk Sim Peng Choon - - 12,000 - 3,000 15,000Abdul Rahman Bin A. Shukor

(Alternate to Datuk Sim Peng Choon) - - - - - -

Vincent Koh Kok Kee(Resigned on 31 May 2003) - - 12,000 - 3,000 15,000

Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus(Resigned on 14 August 2002) - - 6,000 - 600 6,600

Total 606,000 135,000 67,000 16,925 11,400 836,325

(b) Directors’ remuneration by bands

Executive Non-Executive Total

Nil - 1 1RM1 to RM50,000 - 6 6RM50,001 to RM100,000 - - -RM100,001 to RM150,000 - - -RM150,001 to RM200,000 - - -RM200,001 to RM250,000 - - -RM250,001 to RM300,000 1 - 1RM300,001 to RM350,000 - - -RM350,001 to RM400,000 - - -RM400,001 to RM450,000 - - -RM451,000 to RM500,000 - - -RM500,001 to RM550,000 1 - 1

Total 2 7 9


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ACCOUNTABILITY AND AUDIT

Financial Reporting

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

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

Internal Control

The Group’s Statement on Internal Control is set out on pages 30.

Relationship with Auditors

The role of the Audit Committee in relation to the external auditors is explained in the Audit Committee Report.

The Group has paid RM78,000 of non-audit fees to the external auditors for the financial year ended 31 March2003.

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 ampleopportunity to participate through questions on the prospects, performance of the Group and other matters ofconcern to them 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

Syarikat Siah Brothers Construction Sdn Bhd (“SSBC”), a wholly owned subsidiary of Siah Brothers CorporationBerhad (“SBCB”), had on 14 February 2003 entered into a Sale and Purchase Agreement for the sale of onecondominium unit identified as Parcel B4-3 measuring approximately an area of 1,641 sq. ft. bearing postaladdress at B3-4, Sri Bukit Tunku Condominium, Lorong Tun Ismail, 50480, Kuala Lumpur together with anaccessory parcel distinguished as No. 88, Building No. Block B (Water Terrace) erected on that piece of land heldunder GRN 29401 (formerly CT 8161 and CT 8163) Lot No. 358 (formerly Lot Nos. 64 and 66) in Section 71,Mukim of Kuala Lumpur to Ms Sia Poh Eng for a total cash consideration of RM550,000.

The purchaser is a daughter of Mr Sia Kwee Mow @ Sia Hok Chai, the Executive Chairman of SBCB. She is asister of Mr Sia Teong Heng, the Managing Director of SBCB and Mr Sia Teong Leng, a director in a fewsubsidiaries of SBCB. Mr Sia Kwee Mow @ Sia Hok Chai and Mr Sia Teong Heng are also Directors of SSBC.

The purchaser, Mr Sia Kwee Mow @ Sia Hok Chai, Mr Sia Teong Heng and Mr Sia Teong Leng are shareholdersof LOM Holdings Sdn Bhd ("LOM") which is a substantial shareholder of SBCB. LOM's wholly-owned subsidiary,Evergreen Legacy Sdn Bhd ("Evergreen") is also a substantial shareholder of SBCB. Mr Sia Kwee Mow @ Sia Hok Chai and Mr Sia Teong Heng are also directors of LOM and Evergreen and substantial shareholders ofSBCB.

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 of the financial year ended 31 March 2003.

Status of utilization of Proceeds raised from Al-Bai Bithaman Ajil Bonds

On 13 September 2002, Siah Brothers Corporation Berhad issued RM61,961,250 nominal value Al-Bai BithamanAjil Bonds (“ABBA Bonds”) comprising RM49,569,000 nominal value Primary ABBA Bonds and RM12,392,250nominal value Secondary ABBA Bonds. Since the issue of the ABBA Bonds, the proceeds have been utilized torepay bank borrowings, to bridge the financing requirements of the on-going projects, working capital as well asfor expenses relating to the issue of ABBA Bonds.

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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 the 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 responsibilities for the Group’s systems of internal controls and risk management, and forreviewing the adequacy and integrity of the internal control system. However, due to limitations that are inherentin any system of internal control, the system is designed to manage rather than eliminate the risk that may impedethe achievement of the Group’s business objectives. As such, the Group’s internal control system can only providereasonable and not absolute assurance against material misstatement or loss.

The Board has outsourced its internal audit function to external consultants to assist in the review of the adequacyand integrity of the Group’s system of internal controls and the development/update of the key risk profile of theGroup. The activities of the Internal Audit function are summarised in the Audit Committee Report.

Risk Management Framework

During the financial year, the Board and Senior Management have considered the key risks in their review ofstrategic and business plans of the Group. In addition, on a day to day basis, the Heads of Department and keystaff are responsible for managing the risks of their department. Significant risks identified and the correspondinginternal controls implemented are discussed at the daily/weekly/monthly meetings attended by seniormanagement and key staff.

Management with the assistance of external consultants updated the key risk profile of the Group in the last quarterof the financial year ended 31 March 2003. The updated key risk profile, which includes details of risks faced bythe Group and the corresponding controls put in place to manage/mitigate the identified risks, were presented tothe Audit Committee on 29 May 2003.

The above procedure forms the on-going process used to identify, evaluate and manage significant risks.

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 review duringthe financial year ended 31 March 2003, the Board is pleased to report that there were no major weaknessesnoted in the areas audited. All recommendations proposed by the internal audit function in improving theinternal controls are considered and implemented in concert with Management.

• Monthly management meetings convened to discuss the Group’s operations and performance. This includesthe monthly monitoring of results against budget, with significant variance explained and appropriate actiontaken.

• Daily/weekly staff meetings convened to discuss the progress of projects.

• 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 factors suchas track record, quality and speed of delivery.

• A sound financial system that captures every single financial transaction. From this data captured, the Groupproduces consolidated monthly management accounts and quarterly performances, which allow themanagement to focus on areas of concern.

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


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Audit Committee Report

The Board of Siah Brothers Corporation Berhad is pleased to present below the Audit Committee Report for thefinancial year ended 31 March 2003.

COMPOSITION

The members of the Audit Committee are as follows:

Chairperson : Dato’ Dr. Norraesah Bt. Haji Mohamad(Independent Non-Executive Director)

Members : Tan Sri Dato’ Ir. Muhammad Yusuff Bin Hj. Muhammad Yunus (Independent Non-Executive Director) (Resigned on 14 August 2002)Datuk Sim Peng Choon(Non-Executive Director)Vincent Koh Kok Kee (Independent Non-Executive Director)

Secretaries : Chong Fook SinKan Chee Jing

MEMBERS’ ATTENDANCE OF AUDIT COMMITTEE MEETINGS

Normally, the Audit Committee meets at least 4 times during the financial year. However, additional meetings maybe convened to deliberate and resolve urgent and significant matters in between scheduled meetings. During thefinancial year ended 31 March 2003, the Audit Committee met 4 times and details of members’ attendance are asfollows:

Number ofmeetings attended

Dato’ Dr. Norraesah Bt. Haji Mohamad 4 / 4

Tan Sri Dato’ Ir. Muhammad Yusuff Bin Hj. Muhammad Yunus (Resigned on 14 August 2002) -

Datuk Sim Peng Choon 4 / 4

Vincent Koh Kok Kee 4 / 4

An Executive Director and the Group Financial Controller were present by invitation at all the meetings. Theoutsourced internal auditors were present whenever invited.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

The following activities were undertaken by the Audit Committee during the financial year ended 31 March 2003:

(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 andregulatory requirements.

(b) Reviewed the unaudited quarterly report on the consolidated results of the Group for the quarters ended 31 March 2002, 30 June 2002, 30 September 2002 and 31 December 2002.

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

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

(e) Reviewed the recovery of certain major long outstanding debts.

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SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE (cont’d)

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

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

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

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

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION

The internal audit function is independent of the operations of the Group and provides reasonable assurance thatthe Group’s system of internal control is satisfactory and operating effectively.

The areas reviewed by the internal audit function for the corporate office and ongoing property development andconstruction projects up to the date of this report are as follows:

(i) assessing the saleability of projects and approving of projects for development;

(ii) development of the construction project budget;

(iii) obtaining the necessary licenses 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;

(viii) reviewed and updated the risk profile of the Group. The process involved consultation with the respectiveHeads of Department on the existing risks and related controls identified previously to ensure continuedrelevance to the Group. In addition, a few more risks and related controls were included in the risk register.The revised risk register was reviewed and adopted by the Audit Committee;

(ix) file maintenance and document custodian;

(x) identification and tagging of properties to purchaser;

(xi) sales administration processing; and

(xii) collection processing.

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 oruncertainties that would require disclosure in the Group’s annual report.

The 2003/2004 internal audit plan covers:

(a) project management, this includes a review of the construction timetable, building plan and budget;

(b) sales administrative processes, specifically the tagging of properties purchased by buyers and the timelinessand controls involved in the collection of amounts due from buyers; and

(c) the framework for file maintenance including the existing filing system for documents, file retrievals andidentification of the relevant document custodian.

The abovementioned areas to be covered by the outsourced internal audit function will applicable for the projectswhich are located in:

(i) Kuantan;(ii) Kota Kinabalu;(iii) Klang; and(iv) Jalan Ipoh, Kuala Lumpur.


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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 must be:

(i) a member of the Malaysian Institute of Accountants (“MIA”); or

(ii) if he/she is not a member of the MIA, he must have at least 3 years working experience and

• he/she must have passed the examinations specified in Part I of the 1st Schedule to the Accountants Act,1967; or

• he/she must be a member of one of the associations of accountants specified in Part II of the 1st Scheduleto the Accountants Act, 1967.

The members of the Committee shall elect a Chairman from amongst their number who shall be an independentdirector. In order to form a quorum in respect of a meeting of the Committee, the majority of the members presentmust be independent 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 theCommittee’s invitation. However, at least once a year the Committee shall meet with the external auditors withoutany executive 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 they considerthat 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 and tosecure the attendance of an outsider with relevant experience and expertise, if it considers this necessary.

Duties

The duties of the Audit Committee shall be:

(1) to consider the appointment of the external auditors, the audit fees and any questions of nomination,resignation or dismissal.

(2) to discuss with the external auditors before the audit commences the nature and scope of the audit and ensureco-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 and ensureassistance given by the employees to the external auditors.

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Duties (cont’d)

(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;

• the going concern assumption;

• compliance with accounting standards; and

• compliance with stock exchange and legal requirements

(5) to discuss problems and reservations arising from the interim and final audits and any matters the externalauditor may 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,processes and investigation and where necessary, ensure that appropriate action is taken on therecommendations of the internal audit function.

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

• approve the 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 findings of internal investigations and management’s response and ensure co-ordinationbetween internal and external auditors.

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

Reporting Procedure


Directors’ Report 36

Statement By Directors 41

Statutory Declaration 41

Report Of The Auditors 42

Balance Sheets 43

Income Statements 44

Statements Of Changes In Equity 45

Cash Flow Stattements 46

Notes To The Financial Stattements 48

Financial Statements

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Directors’ Report

The directors hereby submit their report and the audited financial statements of the Group and of the Company forthe financial year ended 31 March 2003.

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 6 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 2,010,893 2,378,172

DIVIDENDS

Since the end of the previous financial year, the Company paid a dividend of 5.5% per Irredeemable CumulativeConvertible Preference Share (“ICCPS”) less 28% tax amounting to RM270,587 in respect of the previous financialyear, in accordance with the terms of issue of the ICCPS.

For the financial year,

(i) the directors have declared the payment of a dividend of 5.5% per ICCPS less 28% tax amounting toRM270,587, in accordance with the terms of issue of the ICCPS; and

(ii) the directors recommend the payment of a first and final dividend of 1% per ordinary share less 28% taxamounting to RM544,334.

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 AND DEBENTURES

During the financial year,

(a) there were no changes in the authorised capital of the Company;

(b) the Company increased its issued and paid-up capital from RM50,468,943 to RM75,602,000 by way of:

(i) the conversion of 115,600,000 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) of RM1 eachinto 25,130,057 ordinary shares of RM1 each. The conversion was made on the following basis:

• 25,127,557 new ordinary shares of RM1 each were issued by the tendering of 115,590,000 ICULSwith nominal value of RM1 each;

• 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.

The new shares which arose from the conversion of the ICULS rank pari passu in all respects with theexisting shares of the Company.

(ii) the exercise of share options by eligible employees pursuant to the Employee Share Option Scheme of3,000 ordinary shares of RM1 each. The new shares issued rank pari passu in all respects with the existingshares of the Company.

(c) the Company issued RM61,961,250 Al-Bai Bithaman Ajil Bonds (ABBA Bonds) comprising RM49,569,000nominal value Primary Bonds and RM12,392,250 nominal value Secondary Bonds for working capitalpurposes.

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 in the Company at an exercise price of RM1.40 per share is as follows:

NUMBER OF ORDINARY SHARES OFRM1 EACH UNDER OPTION

At 1 April 2002 1,754,000

Lapsed during the financial year due to:- exercised during the financial year (3,000)- staff resignation (87,000)

At 31 March 2003 1,664,000

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 total issuedand paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS whichshall be in force for a period of 5 years from the date of offer;

(iii) the possible allocation for any single eligible employee during the existence of the ESOS shall not be less than1,000 or more than 450,000 shares subject to the maximum allowable allocation according to their respectivecategories;

(iv) the subscription price was based on the weighted average market price of the shares as shown in the DailyOfficial List of the Kuala Lumpur Stock Exchange for the 5 market days prior to the date of offer with anallowance 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 respects withthe 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”).The Company has in issue a total of 17,076,200 TSRs, the expiry date of which has been extended to 20 February2004. The TSRs entitle the holders thereof the rights to subscribe for new ordinary shares of RM1 each on thebasis of 1 new ordinary share of RM1 each for every TSR held at a pre-determined subscription price of RM3.50per share.

During the financial year, none of the subscription rights under the TSRs were exercised.

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 allowancefor doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequateallowance had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances that would further require the writing offof bad debts, or additional allowance 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 ordinary courseof business, including their values as shown in the accounting records of the Group and of the Company, have beenwritten down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values attributedto the current assets in the financial statements of the Group and of the Company misleading.


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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 47 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 obligations whenthey 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 the financialstatements 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.

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 CHAI SIA TEONG HENGMUN CHONG SHING @ MUN CHONG TIANDATO’ LIM PHAIK GANDATO’ DR. NORRAESAH BT HAJI MOHAMADDATUK SIM PENG CHOONABDUL RAHMAN BIN A.SHUKOR (Alternate to DATUK SIM PENG CHOON)VINCENT KOH KOK KEE (Resigned on 31 May 2003)TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS (Resigned on 14 August 2002)

Pursuant to Section 129 of the Companies Act, 1965, Sia Kwee Mow @ Sia Hok Chai, Datuk Sim Peng Choon andDato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offer themselves for re-appointmentunder 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, Dato’ Dr. Norraesah Bt Haji Mohamad retiresby rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-election.


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DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding office at the end of thefinancial year, in shares, TSRs and options under the ESOS in the Company during the financial year are asfollows:

NUMBER OF ORDINARY SHARES OF RM1 EACHAT ALLOTMENT/ AT

1.4.2002 BOUGHT SOLD 31.3.2003

DIRECT INTERESTS

SIA KWEE MOW @ SIA HOK CHAI 3,982,400 446,576 (2,948,176) 1,480,800SIA TEONG HENG 1,296,400 1,095,412 (2,056,820) 334,992MUN CHONG SHING @ MUN CHONG TIAN 17,000 4,782 - 21,782DATO’ LIM PHAIK GAN 5,000 6,000 - 11,000DATUK SIM PENG CHOON 10,000 869 - 10,869

INDIRECT INTERESTS

SIA KWEE MOW @ SIA HOK CHAI 7,463,832 19,498,523 (7,463,832) 19,498,523SIA TEONG HENG 7,463,832 19,498,523 (7,463,832) 19,498,523

TSRsAT AT

1.4.2002 BOUGHT SOLD 31.3.2003

DIRECT INTERESTS

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

INDIRECT INTERESTS

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

NUMBER OF ORDINARY SHARES OF RM1 EACHUNDER OPTION

AT AT1.4.2002 GRANTED LAPSED 31.3.2003

DIRECT INTERESTS

SIA KWEE MOW @ SIA HOK CHAI 450,000 - - 450,000SIA TEONG HENG 350,000 - - 350,000

By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng are deemed 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.

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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 is amember, 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 in whichcertain directors have substantial financial interests as disclosed in Note 45 to the financial statements.

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 Note 49 to the financial statements.

AUDITORS

The auditors, Messrs. Horwath Mok & Poon, who are now practising as Messrs. Horwath with effect from 1 January2003, have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS

SIA KWEE MOW @ SIA HOK CHAI

MUN CHONG SHING @ MUN CHONG TIAN

Kuala Lumpur, Malaysia25 July 2003


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We, SIA KWEE MOW @ SIA HOK CHAI and MUN CHONG SHING @ MUN CHONG TIAN, being two of thedirectors of Siah Brothers Corporation Berhad, state that, in the opinion of the directors, the financial statementsset out on pages 43 to 77 are drawn up in accordance with applicable approved accounting standards in Malaysiaso as to give a true and fair view of the state of affairs of the Group and of the Company at 31 March 2003 and oftheir results and cash flows for the financial year ended on that date.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS

SIA KWEE MOW @ SIA HOK CHAI MUN CHONG SHING @ MUN CHONG TIAN

Kuala Lumpur, Malaysia25 July 2003

Statement By Directors

I, NG KEE CHYE, I/C No. 640324-06-5691, being the officer primarily responsible for the financial management ofSiah Brothers Corporation Berhad, do solemnly and sincerely declare that the financial statements set out onpages 43 to 77 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 byNG KEE CHYE,I/C No. 640324-06-5691, at Kuala Lumpur in the Federal Territory on this 25 July 2003

NG KEE CHYE

Before me,

HARON HASHIM (W128)Commissioner for Oaths

Kuala Lumpur25 July 2003

Statutory Declaration

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We have audited the financial statements set out on pages 43 to 77. 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 of materialmisstatement. Our audit included examining, on a test basis, evidence relevant to the amounts and disclosures inthe 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 inthe financial statements. We believe our audit provides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 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 2003 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 financialstatements of the Group and of the Company; and

(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by 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 6 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: 1772/11/04 (J/PH)Chartered Accountants Partner

Kuala Lumpur25 July 2003

Report Of The Auditorsto the members of Siah Brothers Corporation Berhad


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THE GROUP THE COMPANY2003 2002 2003 2002

(Restated) (Restated)NOTE RM RM RM RM

ASSETS

Investment in subsidiaries 6 - - 211,064,785 167,370,110Interest in associates 7 110,700,175 119,902,566 2,400,000 10,440,450Property, plant and equipment 8 35,812,639 7,047,290 53,152 75,503Investment properties 9 41,774,547 21,088,833 - -Other assets 10 382,107 714,168 - -Goodwill on consolidation 11 27,271,844 10,245,527 - -

215,941,312 158,998,384 213,517,937 177,886,063

CURRENT ASSETS

Inventories 12 14,109,911 9,269,103 - -Property development in progress 13 54,738,163 28,591,098 - -Receivables 14 68,079,974 78,944,793 123,962 6,401,217Amount owing by contract customers 15 685,256 1,407,450 - -Amounts owing by subsidiaries 16 - - 52,644,365 46,676,415Amounts owing by associates 17 5,525,184 5,448,175 11,434 51,883Tax recoverable 18 5,350,142 3,971,217 11,265,166 9,913,290Short term deposits with licensed banks 19 1,422,125 5,042,274 1,239,225 5,012,274Cash and bank balances 20 6,084,094 1,460,540 5,201,131 1,904

155,994,849 134,134,650 70,485,283 68,056,983

LESS: CURRENT LIABILITIES

Amount owing to contract customers 15 4,769,567 2,673,438 - -Payables 21 26,618,315 31,260,945 331,492 245,422Amounts owing to subsidiaries 16 - - 12,635,183 21,100,467Amounts owing to associates 17 65,500 65,500 - -Amounts owing to directors 22 2,450,481 1,967,680 1,967,680 1,967,680Dividend payable 270,587 270,587 270,587 270,587Short term borrowings 23 47,707,856 41,029,726 11,413,736 7,337,727ABBA Bonds 24 2,478,450 - 2,478,450 -

84,360,756 77,267,876 29,097,128 30,921,883

NET CURRENT ASSETS 71,634,093 56,866,774 41,388,155 37,135,100

287,575,405 215,865,158 254,906,092 215,021,163

FINANCED BY:

Share capital 25 82,435,000 57,301,943 82,435,000 57,301,943Share application account 26 - 115,600,000 - 115,600,000Reserves 27 134,681,876 42,524,427 134,643,948 42,119,220

Shareholders’ equity 217,116,876 215,426,370 217,078,948 215,021,163ABBA Bonds 24 37,827,144 - 37,827,144 -Deferred liabilities 28 32,631,385 438,788 - -

287,575,405 215,865,158 254,906,092 215,021,163

NET TANGIBLE ASSETS PER ORDINARY SHARE- Actual 32 242 sen 393 sen- Proforma 32 N/A 262 sen

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

Balance Sheetsat 31 March 2003

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(Restated) (Restated)NOTE RM RM RM RM

TURNOVER 33 69,828,919 81,644,823 8,982,613 9,277,687

COST OF SALES 34 (48,699,540) (68,499,179) - -

GROSS PROFIT 21,129,379 13,145,644 8,982,613 9,277,687

OTHER OPERATING INCOME 3,097,647 247,281 - 59,039

ADMINISTRATIVE EXPENSES (6,793,398) (3,863,420) (1,069,681) (1,076,604)

OTHER OPERATING EXPENSES (9,417,624) (1,651,190) (156,715) (352,121)

PROFIT FROM OPERATIONS 8,016,004 7,878,315 7,756,217 7,908,001

FINANCE COSTS (6,793,334) (9,611,991) (4,464,721) (8,529,384)

SHARE OF PROFIT OF ASSOCIATES 3,926,816 3,351,575 - -

PROFIT/(LOSS) BEFORE TAXATION 35 5,149,486 1,617,899 3,291,496 (621,383)

TAXATION 36 (3,138,593) (444,278) (913,324) (94,000)

PROFIT/(LOSS) AFTER TAXATION 2,010,893 1,173,621 2,378,172 (715,383)

Earnings per share- basic 37 2.4 sen 1.8 sen- diluted 37 N/A N/A

Dividend per ordinary share- Final 38 1 sen -


Income Statementsfor the financial year ended 31 March 2003


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SHARESHARE APPLICATION SHARE RETAINED CAPITAL

CAPITAL ACCOUNT PREMIUM PROFITS RESERVE TOTALNOTE RM RM RM RM RM RM

THE GROUP

Balance at 1.4.2001 (as previously reported) 57,301,943 - 21,306,521 20,580,642 1,199,999 100,389,105

Prior year adjustments 39 - - - (1,155,000) - (1,155,000)

Balance at 1.4.2001 (as restated) 57,301,943 - 21,306,521 19,425,642 1,199,999 99,234,105

Arising from conversion of Irredeemable Convertible Unsecured Loan Stock (“ICULS”) to ordinary shares - - 1,500 - - 1,500

Shares pending allotment arising on expiry of ICULS - 115,600,000 - - - 115,600,000

Expenses incurred onconversion of ICULS - - (312,269) - - (312,269)

Profit after taxation for the financial year (as restated) - - - 1,173,621 - 1,173,621

Dividends 38 - - - (270,587) - (270,587)

Balance at 31.3.2002/1.4.2002 57,301,943 115,600,000 20,995,752 20,328,676 1,199,999 215,426,370Issuance of shares 25,133,057 - - - - 25,133,057Reversal of share application

account - (115,600,000) - - - (115,600,000)Share premium arising from

issuance of shares - - 90,471,143 - - 90,471,143Expenses incurred on

conversion of ICULS - - (54,000) - - (54,000)Profit after taxation for the

financial year - - - 2,010,893 - 2,010,893Dividends 38 - - - (270,587) - (270,587)

Balance at 31.3.2003 82,435,000 - 111,412,895 22,068,982 1,199,999 217,116,876

THE COMPANY

Balance at 1.4.2001(as previously reported) 57,301,943 - 21,306,521 26,234,438 - 104,842,902

Prior year adjustments 39 - - - (4,125,000) - (4,125,000)

Balance at 1.4.2001 (as restated) 57,301,943 - 21,306,521 22,109,438 - 100,717,902Arising from conversion of

ICULS to ordinary shares - - 1,500 - - 1,500Shares pending allotment

arising on expiry of ICULS - 115,600,000 - - - 115,600,000Expenses incurred on

conversion of ICULS - - (312,269) - - (312,269)Loss after taxation for the

financial year (as restated) - - - (715,383) - (715,383)Dividends 38 - - - (270,587) - (270,587)

Balance at 31.3.2002/1.4.2002 57,301,943 115,600,000 20,995,752 21,123,468 - 215,021,163Issuance of shares 25,133,057 - - - - 25,133,057Reversal of share application

account - (115,600,000) - - - (115,600,000)Share premium arising from

issuance of shares - - 90,471,143 - - 90,471,143Expenses incurred on

conversion of ICULS - - (54,000) - - (54,000)Profit after taxation for the

financial year - - - 2,378,172 - 2,378,172Dividends 38 - - - (270,587) - (270,587)

Balance at 31.3.2003 82,435,000 - 111,412,895 23,231,053 - 217,078,948

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

2003 2002RM RM

The Company 23,231,053 21,123,468Subsidiaries (16,643,931) (18,318,593)Associates 15,481,860 17,523,801

22,068,982 20,328,676


Statements Of Changes In Equityfor the financial year ended 31 March 2003

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(Restated)NOTE RM RM RM RM

CASH FLOWS FROM/(FOR)OPERATING ACTIVITIES

Profit/(Loss) before taxation 5,149,486 1,617,899 3,291,496 (621,383)

Adjustments for:Allowance for doubtful debts 8,625,447 816,507 - -Amortisation of bonds expenses 134,364 - 134,364 -Bad debts written off 110,965 101,340 - -Depreciation and amortisation of

property, plant and equipment 406,603 325,978 22,351 32,676Interest expense 6,407,721 9,474,903 4,442,243 8,461,022Loss on disposal of investment

properties 150,154 33,015 - -Plant and equipment written off - 2,800 - -Dividend income - - (8,090,000) (7,805,555)Gain on disposal of property,

plant and equipment (7,302) (131,031) - (59,039)Interest income (110,604) (585,124) (622,613) (1,152,687)Writeback of diminution in value

of inventory (6,527) - - -Writeback of allowance for

doubtful debts (1,988,813) - - -Share of profit in associates (3,926,816) (3,351,575) - -

Operating profit/(loss) before working capital changes 14,944,678 8,304,712 (822,159) (1,144,966)

Decrease in inventories 10,089,220 471,208 - -Increase in property

development-in-progress (15,568,195) (1,633,516) - -Decrease/(Increase) in trade

and other receivables 11,175,302 (5,683,694) 6,277,255 (625,803)(Decrease)/Increase in trade

and other payables (8,910,013) (3,611,900) 86,070 (176,117)Increase in amount owing to

contract customers 2,287,849 298,050 - -

CASH FROM/(FOR) OPERATIONS 14,018,841 (1,855,140) 5,541,166 (1,946,886)

Interest paid (4,702,299) (10,311,139) (1,880,098) (8,461,022)Taxes paid (3,377,151) (2,225,772) - -

NET CASH FROM/(FOR) OPERATINGACTIVITIES 5,939,391 (14,392,051) 3,661,068 (10,407,908)


Cash Flow Statementsfor the financial year ended 31 March 2003


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(Restated)NOTE RM RM RM RM

CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES

Interest received 641,078 949,238 622,613 1,152,687Dividends received from subsidiaries - - 3,816,000 5,620,000Dividends received from associate 2,116,800 - 2,008,800 -Net cash outflow on acquisition

of subsidiary 40 (34,835,444) - (35,000,000) -Expenses incurred on acquisition

of subsidiary - - (654,225) -Purchase of property, plant and

equipment 41 (201,665) (115,327) - (15,400)Purchase of investment properties (3,438,068) - - -Hotel development expenditure (386,797) - - -Proceeds from disposal of property,

plant and equipment 149,222 183,039 - 68,500Proceeds from disposal of

investment properties 952,000 1,164,915 - -Incidental expenses on investment

properties (42,589) (161,151) - -Proceeds from disposal of subsidiary - 27,075,000 - 27,075,000Placement of cash in sinking

fund account 20 (5,198,398) - (5,198,398) -

NET CASH (FOR)/FROM INVESTING ACTIVITIES (40,243,861) 29,095,714 (34,405,210) 33,900,787

CASH FLOWS FROM/(FOR)FINANCING ACTIVITIES

Proceeds from issuance of shares 4,200 - 4,200 -Proceeds from bonds 24 38,848,310 - 38,848,310 -Repayment of bonds 24 (1,239,225) - (1,239,225) -Net repayment by/(Advances to)

associates (42,209) 261,523 40,449 49,500Net advances to subsidiaries - - (14,433,234) (9,405,022)Repayment to a director - (951,120) - (951,120)Dividend paid to shareholders

of the Company - (545,065) - (545,065)Payment of expenses on

conversion of ICULS (54,000) (312,269) (54,000) (312,269)Proceeds received for conversion

of ICULS - 1,500 - 1,500Dividend paid to holder of ICCPS (270,587) (270,587) (270,587) (270,587)Repayment of revolving credit (3,280,000) (1,320,000) (680,000) (1,320,000)Repayment of loans (4,103,454) (74,250) - -Repayment to hire purchase payables (87,784) (83,130) - -

NET CASH FROM/(FOR) FINANCING ACTIVITIES 29,775,251 (3,293,398) 22,215,913 (12,753,063)

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (4,529,219) 11,410,265 (8,528,229) 10,739,816

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

CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 42 (18,870,095) (14,340,876) (5,171,778) 3,356,451


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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 at 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 Note6 to the financial statements. There have been no significant changes in the nature of these activities duringthe financial year.

3. FINANCIAL RISK MANAGEMENT POLICIES

The Group's financial risk management policy seeks to ensure that adequate financial resources are availablefor the development of the Group's business whilst managing its currency, interest rate, market, credit, liquidityand cash flow risks. The Group operates within defined guidelines that are approved by the Board and thepolicies in respect of the major areas of treasury activity are as follows:

(a) Currency Risk

The Group does not have material foreign currency transactions, assets or liabilities and hence is notexposed to any significant or material currency risks.

(b) Interest Rate Risk

The Group obtains financing through bank borrowings and hire purchase. Its policy is to obtain the mostfavourable interest rates available without increasing its foreign currency exposure.

Surplus funds are placed with reputable financial institutions at the most favourable interest rates.

(c) Market Risk

The Group’s principal exposure to market risks arises mainly from changes in quoted equity prices. TheGroup does not use derivative instruments to manage equity risk.

(d) Credit Risk

The Group's exposure to credit risks, or the risk of counterparties defaulting, arises mainly from cashdeposits and receivables. The maximum exposure to credit risks is represented by the total carryingamount of these financial assets in the balance sheet reduced by the effects of any netting arrangementswith counterparties.

The Group does not have any major concentration of credit risk related to any individual customer orcounterparty except for 61% of trade debts due from a major customer, details of which are set out in Note14 to the financial statements.

The Group manages its exposure to credit risk by investing its cash assets safely and profitably, and bythe application of credit approvals, credit limits and monitoring procedures on an ongoing basis.

(e) Liquidity and Cash Flow Risk

The Group's exposure to liquidity and cashflow risks arises mainly from general funding and businessactivities.

It practises prudent liquidity risk management by maintaining sufficient cash balances and the availabilityof funding through certain committed credit facilities.

Notes To The Financial Statementsfor the financial year ended 31 March 2003


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4. BASIS OF ACCOUNTING

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

The new applicable approved accounting standard adopted in these financial statements is MASB 19 – EventsAfter Balance Sheet Date. Comparative figures have been adjusted to conform with changes in presentationdue to the requirements of the new MASB that have been applied retrospectively.

Save for the adoption of MASB 19 as stated in Note 39 to the financial statements, there are no other changesto the accounting policies adopted by the Company.

5. 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 2003.

A subsidiary is defined as a company in which the parent company holds directly or indirectly more than50% of the equity share capital and has control over the financial and operating policies.

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.

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.

(b) Goodwill or Negative 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 subsidiariesat the date of acquisition over the fair value of the purchase consideration.

Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is reviewed annually, andis written down for impairment where it is considered necessary. The impairment value of goodwill writtenoff 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 of theGroup’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.

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5. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(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.

Leasehold land having an unexpired term of more than fifty years is not amortised. The non-amortisationof the long term leasehold land has no material effect on the financial statements.

Depreciation and amortisation is calculated under the straight-line method to write off the cost of the assetsover 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 renovation, office equipment, computers, furniture and fittings, tools and fittings 5% - 20%Motor vehicles 20%

The Group does not have a policy for frequent revaluation of the properties. Surpluses arising from therevaluation of the properties are credited to a revaluation reserve. Deficits arising from the revaluation, tothe extent that they are not supported by any previous revaluation surpluses, are charged to the incomestatement.

(e) Impairment of Assets

The carrying amounts of assets, other than those to which MASB Standard 23 Impairment of Assets doesnot apply, are reviewed at each balance sheet date for impairment when there is an indication that theassets might be impaired. Impairment is measured by comparing the carrying amounts of the assets withtheir recoverable amounts.

An impairment loss is charged to the income statement immediately unless the asset is carried at itsrevalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to theextent of a previously recognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determinethe recoverable amount, a subsequent increase in the recoverable amount of an asset is treated asreversal of the previous impairment loss and is recognised to the extent of the carrying amount of the assetthat would have been determined (net of amortisation and depreciation) had no impairment loss beenrecognised. The reversal is recognised in the income statement immediately, unless the asset is carriedat its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to therevaluation surplus. However, to the extent that an impairment loss on the same revalued asset waspreviously recognised as an expense in the income statement, a reversal of that impairment loss isrecognised as income in the income statement.

(f) Investments

The investment in subsidiaries, associates and joint ventures are initially stated at cost in the balancesheet of the Company, and are reviewed for impairment at the end of the financial year if events orchanges in circumstances indicate that their carrying values may not be recoverable.

(g) 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.

(h) 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 finished goods and work-in-progress, cost includesdirect labour and appropriate production overheads.

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

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


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(i) 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.

(j) Receivables

Receivables 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.

(k) 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.

(l) Payables

Trade and other payables are stated at cost which is the fair value of the consideration to be paid in thefuture for goods and services received.

(m) Interest-bearing Borrowings

Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net oftransaction costs.

Borrowing costs directly attributable to the acquisition and construction of development properties andproperty, plant and equipment are capitalized as part of the cost of those assets, until such time as theassets are ready for their intended use or sale.

All other borrowing costs are charged to the income statement as an expense in the period in which theyare incurred.

(n) Bonds

Bonds issued by the Company and the Group are initially recognised based on proceeds received, net ofissuance expenses incurred and are adjusted in subsequent years for amortization of premium and/oraccretion of discount to maturity, using the effective yield method. The premium amortised and/or discountaccreted is recognised in the income statement over the period of the bonds.

(o) Deferred Taxation

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

(p) Foreign Currencies

Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate rates ofexchange ruling at the transaction dates. Monetary assets and liabilities in foreign currencies at thebalance sheet date are translated at the approximate rates ruling as of that date. All exchange differencesare taken to the income statement.

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(q) 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 5(d) above. Each hire purchase payment is allocated betweenthe 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.

(r) Equity Instruments

Ordinary shares and convertible preference shares are classified as equity.

(s) Dividends

Dividends on equity are recognised as liabilities when declared.

(t) Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledgedwith financial institutions, bank overdrafts and short term, highly liquid investments that are readilyconvertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(u) Financial Instruments

Financial instruments are recognised in the balance sheet when the Company has become a party to thecontractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of thecontractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classifiedas a liability, are reported as expense or income. Distributions to holders of financial instruments classifiedas equity are charged directly to equity.

Financial instruments are offset when the Company has a legally enforceable right to offset and intends tosettle either on a net basis or to realise the asset and settle the liability simultaneously.

Financial instruments recognised in the balance sheet are disclosed in the individual policy statementassociated with each item.

(v) Income Recognition

(i) Construction Contracts

Revenue on contracts is recognised on the percentage of completion method unless the outcome ofthe contract cannot be reliably determined, in which case revenue on contracts is only recognised tothe extent of contract costs incurred that are recoverable. Foreseeable losses, if any, are provided forin 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 the sale of completed properties is recognised when the sale is contracted.

Revenue on uncompleted properties contracted for sale is recognised based on the stage ofcompletion method unless the outcome of the development cannot be reliably determined in whichcase the revenue on the development is only recognised to the extent of development costs incurredthat 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.


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(v) Income Recognition (cont’d)

(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, revenueis recognised to the extent of the expenses incurred that are recoverable.

(v) Management Fee and Administrative Charges

Management fee and administrative charges are recognised on an accrual basis.

(vi) Rental Income

Rental income is recognised on an accrual basis.

(vii) Dividend Income

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

Dividend income was recognised upon declaration by the subsidiaries and associates in previousfinancial years. During the financial year, there was a change in the accounting policy with regards tothe revenue recognition of dividends to conform with the requirements of MASB 19 – Events After TheBalance Sheet Date. The change in the accounting policy has an effect of increasing the profit beforetaxation of the Company for the current financial year by RM5,300,000 and decreasing the profitbefore taxation for the previous financial year by RM1,175,000. It also has the effect of decreasing thetaxation of the Group for the current financial year by RM1,484,000 and increasing the taxation for theprevious financial year by RM329,000. The change in the accounting policy is made retrospectivelyand the effect on previous financial years has been accounted for as prior year adjustments.

(viii)Interest Income

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

Interest income on late payment is recognised on a receipt basis.

(w) Segmental Information

Segment revenues and expenses are those directly attributable to the segments and include any jointrevenue and expenses where a reasonable basis of allocation exists. Segment assets include all assetsused by a segment and consist principally of property, plant and equipment (net of accumulateddepreciation, where applicable), other investments, inventories, receivables, and cash and bank balances.

Most segment assets can be directly attributed to the segments on a reasonable basis. Segment assetsand liabilities do not include income tax assets and liabilities respectively.

Segment revenues, expenses and results include transfers between segments. The prices charged onintersegment transactions are based on normal commercial terms. These transfers are eliminated onconsolidation.

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6. INVESTMENT IN SUBSIDIARIES

THE COMPANY2003 2002RM RM

Unquoted shares, at cost

At 1 April 2002/2001 167,370,110 167,370,110Additions during the financial year 43,694,675 -

At 31 March 211,064,785 167,370,110

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

Effective Equity Interest2003 2002

Name of Company % % Principal Activities

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

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

Lifeplus – Siah Brothers Trading JV 100 100 Project management and its 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 property development

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 Management 100 100 Provision of managementSdn. Bhd.* services

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

South-East Best Sdn. Bhd.# 100 20 Property development

Gracemart Resources Sdn. Bhd.## 100 20 Property development

Sutrati Development Sdn. Bhd.## 100 20 Dormant

Masahmura Sdn. Bhd.* 51 51 Manufacturing of material handling equipment and metal frames

Masahmura Sales & Service Sdn. Bhd. 51 51 Trading of light industrialhandling equipment and metal frames

* Not audited by Horwath

# During the financial year, the Company acquired the remaining 80% of its equity interest in South-East Best Sdn. Bhd.(“SEB”) thereby resulting in SEB becoming a subsidiary.

## Held by SEB


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7. INTEREST IN ASSOCIATES

THE GROUP THE COMPANY2003 2002 2003 2002RM RM RM RM

Unquoted shares, at cost 3,600,001 10,760,451 2,400,000 10,440,450Unquoted shares at Group cost 91,618,314 91,618,314 - -Share of post acquisition reserves 15,481,860 17,523,801 - -

110,700,175 119,902,566 2,400,000 10,440,450

THE GROUP2003 2002RM RM

The interest in associates comprises:

Group’s share of net tangible assets- at cost 64,684,205 73,886,596- at fair value 45,952,003 45,952,003

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

110,700,175 119,902,566

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

Effective Equity Interest2003 2002

Name of Company % % Principal Activities

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 properties and rubber estates

Sam & Lau Plantation Sdn. Bhd.*### 50.0 - Tree plantation and nursery operators

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

Gracemart Resources Sdn. Bhd.### - 20.0 Property development

Sutrati Development Sdn. Bhd.### - 20.0 Dormant

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

# Share of results of these associates are based on the latest available unaudited management financial statementsmade up to 31 March 2003.

## Held by Paling

### Held by SEB

^ During the financial year, the Company acquired the remaining 80% of its equity interest in South-East Best Sdn. Bhd.(“SEB”) thereby resulting in SEB becoming a subsidiary.

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8. PROPERTY, PLANT AND EQUIPMENT

THE GROUP

ACQUISITION TRANSFER TO DEPRE-AT OF DEVELOPMENT CIATION AT

1.4.2002 SUBSIDIARY ADDITIONS DISPOSAL LAND CHARGE 31.3.2003NET BOOK VALUE RM RM RM RM RM RM RM

Freehold land 5,748,145 - - (30,000) (979,312) - 4,738,833Land and hotel

development expenditure - 29,489,968 386,797 - - - 29,876,765

Plant and machinery, construction machinery and equipment 77,999 - 635 - - (15,282) 63,352

Formwork, scaffoldings and containers 15,310 - - - - (4,848) 10,462

Office renovation, office equipment, computers, furniture and fittings, tools and fittings 804,013 214,754 201,030 (111,919) - (269,301) 838,577

Motor vehicles 401,823 - - (1) - (117,172) 284,650

Total 7,047,290 29,704,722 588,462 (141,920) (979,312) (406,603) 35,812,639

THE GROUP

ACCUMULATED NET BOOKAT COST DEPRECIATION VALUE

RM RM RM

AT 31.3.2003

Freehold land 4,738,833 - 4,738,833Land and hotel development expenditure 29,876,765 - 29,876,765Plant and machinery, construction machinery

and equipment 4,374,257 (4,310,905) 63,352Formwork, scaffoldings and containers 4,316,916 (4,306,454) 10,462Office renovation, office equipment, computers,

furniture and fittings, tools and fittings 4,161,954 (3,323,377) 838,577Motor vehicles 1,946,651 (1,662,001) 284,650

49,415,376 (13,602,737) 35,812,639

AT 31.3.2002

Freehold land 5,748,145 - 5,748,145Plant and machinery, construction machinery

and equipment 4,373,622 (4,295,623) 77,999Formwork, scaffoldings and containers 4,316,916 (4,301,606) 15,310Office renovation, office equipment, computers,

furniture and fittings, tools and fittings 3,626,222 (2,822,209) 804,013Motor vehicles 1,594,753 (1,192,930) 401,823

19,659,658 (12,612,368) 7,047,290

Land and hotel development expenditure consists of:

31.3.2003 31.3.2002RM RM

Long leasehold land, at cost 27,691,066 -Hotel development expenditure 2,185,699 -

29,876,765 -


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8. PROPERTY, PLANT AND EQUIPMENT (cont’d)

THE COMPANYAT DEPRECIATION AT

1.4.2002 CHARGE 31.3.2003NET BOOK VALUE RM RM RM

Office equipment, computers, furniture and fittings 75,502 (22,351) 53,151Motor vehicles 1 - 1

75,503 (22,351) 53,152

AT ACCUMULATED NETCOST DEPRECIATION BOOK VALUE

RM RM RM

At 31.3.2003

Office equipment, computers, furniture and fittings 370,801 (317,650) 53,151Motor vehicles 376,950 (376,949) 1

747,751 (694,599) 53,152

At 31.3.2002

Office equipment, computers, furniture and fittings 370,801 (295,299) 75,502Motor vehicles 376,950 (376,949) 1

747,751 (672,248) 75,503

The motor vehicles of the Group acquired under hire purchase terms were carried at net book value ofRM231,384 (2002 – RM402,608) at the balance sheet date.

The carrying value of certain property, plant and equipment that are charged to financial institutions to securebanking facilities granted to the Group are as follows:


Furniture and fittings 107,183 -Office and other equipment 4,951 -Land and hotel development expenditure 29,876,765 -Office equipment 9,976 -

29,998,875 -

9. INVESTMENT PROPERTIES


Leasehold land 19,778,424 4,979,933Expenditure on land 4,202,191 318,927

23,980,615 5,298,860

Freehold land and buildings 15,812,472 16,987,903Leasehold land and buildings 3,041,025 -

18,853,497 16,987,903Disposed during the financial year (1,059,565) (1,197,930)

17,793,932 15,789,973

41,774,547 21,088,833

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9. INVESTMENT PROPERTIES (cont’d)

Freehold land and building of a subsidiary costing RM2,792,736 in the previous financial year was charged toa licensed bank for a term loan facility granted to the subsidiary. The lease period of the leasehold land expiresin the year 2086.

Based on valuation exercises carried out on 27 March 2000 and 2 January 2002 by an independentprofessional valuer, the market value of certain investment properties of the Group amounts to approximatelyRM54.61 million (2002 – RM35.58 million). No valuation exercise has been carried out on the properties sincethe last exercise in the financial year 2002.

10. OTHER ASSETS


Other assets 189,807 521,868

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

192,300 192,300

382,107 714,168

Market value of quoted shares 4,455 5,850

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

11. GOODWILL


At 1 April 2002/2001 10,245,527 10,245,527Goodwill arising from the acquisition of equity interest in a subsidiary 17,026,317 -

At 31 March 27,271,844 10,245,527

12. INVENTORIES


Unsold completed properties, at cost 14,109,911 9,269,103

Certain inventories costing RM1,423,220 (2002 – Nil) are charged to a third party for the issuance of bondsgranted to the Company.

Certain inventories costing RM11,528,558 (2002 – Nil) are charged to licensed banks and financial institutionsfor banking facilities granted to a subsidiary.

None of the inventories are carried at net realisable value.


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13. PROPERTY DEVELOPMENT-IN-PROGRESS


Freehold land, at cost 15,406,955 14,547,886Leasehold land, at cost 8,340,583 801,805Land and development expenditure 41,721,744 46,155,119

65,469,282 61,504,810Attributable profits 3,709,493 8,665,215

69,178,775 70,170,025Progress billings (14,440,612) (41,578,927)

54,738,163 28,591,098

Included in development expenditure is interest expense capitalised during the financial year amounting toRM856,723 (2002 – RM836,236).

Leasehold land of a subsidiary costing RM7,674,555 (2002 – Nil) is charged to a licensed bank for a term loanfacility granted to the subsidiary.

14. RECEIVABLES


Trade receivables 69,665,907 58,910,469 - -Retention receivable 5,709,953 10,081,043 - -

Total trade receivables 75,375,860 68,991,512 - -

Allowance for doubtful debtsAt 1 April 2002/2001 (6,803,879) (5,987,372) - -Acquisition of subsidiary (22,819) - - -Additions (8,216,602) (816,507) - -Write-back 1,988,813 - - -

At 31 March (13,054,487) (6,803,879) - -

Net trade receivables 62,321,373 62,187,633 - -

Other receivables, deposits and prepayment 8,849,878 19,439,592 2,476,699 8,753,954

Allowance for doubtful debtsAt 1 April 2002/2001 (2,682,432) (2,682,432) (2,352,737) (2,352,737)Additions (408,845) - - -

At 31 March (3,091,277) (2,682,432) (2,352,737) (2,352,737)

Net other receivables, deposits and prepayment 5,758,601 16,757,160 123,962 6,401,217

Total receivables 68,079,974 78,944,793 123,962 6,401,217

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14. RECEIVABLES (cont’d)

Included in trade receivables at the balance sheet date is RM37,720,372 (2002 – RM37,720,372) owing bySmart Home Sdn. Bhd. (“SH”), a related party. Details of the related party relationship and nature of thetransactions and balances are set out in Note 45 to the financial statements. The amount owing by SH hasbeen outstanding since 1996. During the financial year, SH has proposed to settle the amount owing in thefollowing manner:

(i) transfer of several parcels of land with development potential for a total consideration of RM34,760,000;and

(ii) the balance is to be settled by cash and/or other consideration to be mutually agreed between SH and theGroup.

The Board of Directors, assisted by independent advisers, are reviewing the terms of the settlement as well asthe valuation of the land offered for settlement, and a decision is expected to be made in the next financialyear. The directors are of the opinion that the amount owing by SH will be recovered in full in due course, andas such, no allowance for doubtful debt is required.

Included in other receivables is RM2,647,103 (2002 – RM4,582,518) due from sub-contractors for thepurchase of building materials. The amount owing is unsecured, interest-free, and is to be repaid viadeductions against future claims for work performed by the sub-contractors. Also included in other receivablesis an amount owing by a related party of RM500,000 (2002 – Nil). The details of the transaction and thebalance are disclosed in Note 45 to the financial statements.

Credit terms of trade receivables, other than the amount owed by SH, range from 14 to 30 days.

15. AMOUNT OWING BY/(TO) CONTRACT CUSTOMERS


Amount owing by contract customersContract costs incurred to date 8,090,361 29,952,686Attributable profits 241,371 8,335,542


Amount owing by contract customers 685,256 1,407,450

Amount owing to contract customersContract costs incurred to date 184,168,929 173,176,995Attributable profits 8,802,347 7,214,110


Amount owing to contract customers (4,769,567) (2,673,438)

Included in costs incurred on contract works is interest income capitalised during the financial year ofRM530,474 (2002 – RM364,114).


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16. AMOUNTS OWING BY/(TO) SUBSIDIARIES


Amounts owing by:

Non-trade- Interest-bearing 6,582,470 6,996,470- Interest-free 46,061,895 39,679,945

52,644,365 46,676,415

Amounts owing to:

Non-trade- Interest-bearing 3,797,629 12,740,618- Interest-free 8,837,554 8,359,849

12,635,183 21,100,467

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 8.4% to 8.65% (2002 - 8.65% to 9.05%) per annum.

17. AMOUNTS OWING BY/(TO) ASSOCIATES

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

18. TAX RECOVERABLE

Subject to agreement with the tax authorities, the Company has tax recoverable of RM11,265,166 at thebalance sheet date in respect of the financial years ended 31 March 1997 to 31 March 2003. At the date of thisreport, the amount is still pending agreement with the tax authorities.

19. SHORT TERM DEPOSITS WITH LICENSED BANKS

The weighted average effective interest rates of deposits at the balance sheet date were as follows:


% % % %

Licensed bank 2.84 3.20 2.77 3.20

Deposits of the Company and the Group have average maturities of 30 days (2002 – 30 days).

The deposit of the Company in respect of the current financial year has been charged as security for theissuance of ABBA Bonds as disclosed in Note 24 to the financial statements.

20. CASH AND BANK BALANCES


Cash and bank balances 885,696 1,460,540 2,733 1,904Sinking fund account (Note 42) 5,198,398 - 5,198,398 -

6,084,094 1,460,540 5,201,131 1,904

Included in the cash and bank balances of the Group is RM518,922 (2002 – RM686,692) maintained underthe Housing Development Accounts pursuant to Section 7A of the Housing Development (Control andLicensing ) Act, 1966.

The sinking fund account is maintained with a financial institution and has been charged as security for therepayment of the ABBA Bonds.

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21. PAYABLES


Trade payables 20,217,451 18,180,622 - -Retention payable 5,680,103 6,310,023 - -

Total trade payables 25,897,554 24,490,645 - -

Other payables and accruals 632,977 6,682,516 331,492 245,422Hire purchase payables (Note 28a) 87,784 87,784 - -

26,618,315 31,260,945 331,492 245,422

Credit terms of trade payables range from 30 to 60 days.

Included in other payables is an amount owing to a related party of RM108,222 (2002 - RM160,534). Thedetails of the transaction and the balance are disclosed in Note 45 to the financial statements.

22. AMOUNTS OWING TO DIRECTORS


Sia Kwee Mow @ Sia Hok Chai 1,967,680 1,967,680 1,967,680 1,967,680Sia Teong Heng 482,801 - - -

2,450,481 1,967,680 1,967,680 1,967,680

The above amounts owing are unsecured and not subject to fixed terms of repayment. The amount owing toSia Kwee Mow @ Sia Hok Chai bears interest at 5.5% (2002 – 5.5%) per annum.

23. SHORT TERM BORROWINGS

2003 2002Secured Unsecured Total Secured Unsecured Total

RM RM RM RM RM RM

THE GROUP

Bridging loans (Note 30) 8,167,060 - 8,167,060 - - -Term loans (Note 29) 1,568,480 - 1,568,480 111,636 - 111,636Revolving credits - 16,794,400 16,794,400 - 20,074,400 20,074,400Bank overdrafts (Note 42) - 21,177,916 21,177,916 - 20,843,690 20,843,690

9,735,540 37,972,316 47,707,856 111,636 40,918,090 41,029,726

THE COMPANY

Bridging loans (Note 30) - - - - - -Term loans (Note 29) - - - - - -Revolving credits - 5,000,000 5,000,000 - 5,680,000 5,680,000Bank overdrafts (Note 42) - 6,413,736 6,413,736 - 1,657,727 1,657,727

- 11,413,736 11,413,736 - 7,337,727 7,337,727


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23. SHORT TERM BORROWINGS (cont’d)

The weighted average effective interest rates at the balance sheet date for borrowings (excluding hirepurchase) which bear interest at floating rates, were as follows:


% % % %

Bridging loans 7.87 - - -Term loans 7.94 - - -Revolving credits 6.05 6.06 7.55 7.58Bank overdrafts 8.45 8.14 8.68 8.80

24. ABBA BONDS

THE GROUP/THE COMPANY2003 2002RM RM

Al-Bai Bithaman Ajil Bonds (nominal value) 61,961,250 -Less: ABBA Bonds issuance expenses (1,151,690) -

Finance charges on bonds issue (21,961,250) -

Net proceeds 38,848,310 -Cumulation of amortisation of ABBA Bonds issuance expenses 134,364 -Cumulation of amortisation of finance charges on ABBA Bonds issue 2,562,145 -

Net proceeds 41,544,819 -Less: Repayment during the financial year (1,239,225) -

40,305,594 -

Representing ABBA Bonds:- Due within 12 months 2,478,450 -- Due after 12 months 37,827,144 -

40,305,594 -

Analysis of the ABBA Bonds:- Not later than one year 2,478,450 -- Later than one year and not later than five years 59,482,800 -

61,961,250 -

During the financial year, the Company issued RM61,961,250 nominal value Al-Bai Bithaman Ajil Bonds (ABBABonds) comprising RM49,569,000 nominal value Primary Bonds and 10 equal tranches Secondary Bonds withRM12,392,250 nominal value. The Primary Bonds are redeemable at maturity. Each Primary Bond issupported by 10 Secondary Bonds which are redeemable in semi-annual instalments commencing 6 monthsfrom the date of first issue of the Secondary Bonds. The ABBA Bonds were placed out to a licensed financialinstitution via a private placement. The tenure of the ABBA Bonds is 5 years from the date of issue. The profitmargin on the ABBA Bonds is at a fixed percentage of 5.00% per annum, payable in arrears on a semi-annualbasis represented by the Secondary Bonds. The ABBA Bonds are issued based on a 10% per annum yield tomaturity.

The ABBA Bonds are 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 an associate;

(iii) by a first party charge over a reserve account which is an Islamic banking account has been opened forthe placement of all monies received from dividends, unappropriated profits and bonus shares accruing toa subsidiary; and

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

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25. SHARE CAPITAL


AUTHORISED

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

5.5% ICCPS of RM1 each At 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 2002/2001 50,468,943 50,468,943Allotment during the financial year 25,133,057 -

At 31 March 75,602,000 50,468,943

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

Total issued and fully paid-up share capital 82,435,000 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 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 affects therights and privileges of the holders of the ICCPS.

During the financial year, the Company increased its issued and paid-up capital from RM50,468,943 toRM75,602,000 by way of:

(i) the conversion of 115,600,000 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) of RM1 eachinto 25,130,057 ordinary shares of RM1 each. The conversion was made on the following basis:

• 25,127,557 new ordinary shares of RM1 each were issued by the tendering of 115,590,000 ICULSwith nominal value of RM1 each;

• 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.

The new shares which arose from the conversion of the ICULS rank pari passu in all respects with theexisting shares of the Company.

(ii) the exercise of share options by eligible employees pursuant to the Employee Share Option Scheme of3,000 ordinary shares of RM1 each. The new shares issued rank pari passu in all respects with the existingshares of the Company.


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26. SHARE APPLICATION ACCOUNT

The share application account represents the sum arising from the mandatory conversion of the ICULS.

27. RESERVES


Share premium reserve (Note a)

At 1 April 2002/2001 20,995,752 21,306,521 20,995,752 21,306,521Arising from conversion of ICULS to

ordinary shares - 1,500 - 1,500Arising from issuance of shares 90,471,143 - 90,471,143 -Set-off against expenses incurred

on conversion of ICULS (54,000) (312,269) (54,000) (312,269)

At 31 March 111,412,895 20,995,752 111,412,895 20,995,752

Capital reserve (Note b) 1,199,999 1,199,999 - -Retained profits (Note c) 22,068,982 20,328,676 23,231,053 21,123,468

134,681,876 42,524,427 134,643,948 42,119,220

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

(b) The capital reserve arose 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) Subject to agreement with the tax authorities, at the balance sheet date, the Company has:

(i) tax-exempt income of approximately RM233,000 (2002 – RM233,000) available for the purpose ofpaying tax-exempt dividends; and

(ii) tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends ofapproximately RM11,366,000 (2002 – RM11,366,000) out of its entire retained profits without incurringany additional tax liability.

28. DEFERRED LIABILITIES


Term loans - Note 29 2,460,155 215,520Hire purchase payables - Note a 135,484 223,268Deferred taxation - Note 31 966,746 -Amount owing to Sabah State Government – Note b 29,069,000 -

32,631,385 438,788

(a) Hire purchase payables

Future minimum hire purchase payments- repayable not later than one year 110,916 110,916- repayable later than one year and not later than five years 171,258 282,174

282,174 393,090Future finance charges (58,906) (82,038)

Present value of hire purchase liabilities 223,268 311,052

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28. DEFERRED LIABILITIES (cont’d)


Present value of hire purchase liabilities:

Not later than one year (Note 21) 87,784 87,784Later than one year and not later than five years 135,484 223,268

223,268 311,052

The hire purchase liabilities at the balance sheet date bore interest at between 5.25% to 5.35% (2002 – 5.25%to 5.35%) per annum.

(b) Amount owing to Sabah State Government

The amount owing to the Sabah State Government arose from the acquisition of a subsidiary, SEB. Thedetails of the investment are disclosed in Note 49 to the financial statements.

The amount owing to the Sabah State Government shall be paid in the form of 130 units of the propertyto be completed within a period of five years from the commencement of their construction asconsideration in kind pursuant to a joint venture contract entered into by SEB with the State Government.

The contract, dated 5 September 1994, states that the subsidiary is committed to jointly develop with theSabah State Government a parcel of state land covering an area of approximately 26 acres into residentialapartments, townhouses, condominiums and a hotel.

On 16 July 2002, the Sabah State Government agreed to execute the change of their entitlement that hadnot been settled amounting RM29,069,000 by the construction of an office building for the Land andSurvey Department (Jabatan Tanah dan Ukur) and part of a building for the Ministry of Finance at the samevalue by the subsidiary.

On 21 October 2002, the subsidiary was requested to prepare the Contract Document and Estimation forthe above project. To-date, the subsidiary is in the process of finalising the details of the project with theSabah State Government.

29. TERM LOANS


Term loans 4,028,635 327,156Less: Portion repayable within twelve months (Note 23) (1,568,480) (111,636)

Portion repayable after twelve months (Note 28) 2,460,155 215,520

The long term loans are repayable as follows:

Not later than one year 1,568,480 111,636Later than one year and not later than five years 2,029,475 215,520Later than five years 430,680 -

4,028,635 327,156

Details of the term loans outstanding at the balance sheet date are as follows:

THE GROUP2003 2002

Term loan RM RM

1 - 327,1562 3,541,663 -3 486,972 -

4,028,635 327,156


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29. TERM LOANS (cont’d)

MonthlyNumber of Instalment Interest Rate Date of

Monthly Amount Per Annum CommencementTerm loan Instalments RM % of Repayment

1 162 39,429 1.5% + BLR September 19942 25 141,667 8.15% to 8.55% May 20033 264 3,617 6.4% January 2003

The term loans are secured as follows:

(a) by way of a first legal charge over 3 pieces of converted residential land of a subsidiary;

(b) by way of a third party legal charge over 2 units of the inventories of a subsidiary; and

(c) by the personal guarantee by one of the directors of the Company.

30. BRIDGING LOAN


Not later than one year (Note 23) 8,167,060 -

The syndicated bridging loan from three licensed financial institutions is subject to interest at 1.125% to1.750% (2002 – Nil) per annum above the bank’s base lending rate / cost of funds of the respective lendersand is secured by way of:

(i) a first fixed charge over the properties of a subsidiary;

(ii) a debenture incorporating a fixed and floating charge over all present and future assets of a subsidiary;

(iii) an assignment of all present and future rights, title and interest under a construction contract andconstruction guarantees from a related company of a subsidiary; and

(iv) the joint and several guarantees of a director of a subsidiary and the Company.

The loan is repayable by way of redemption of the individual units of a subsidiary’s development property, orin 12 quarterly instalments commencing from April 2001, whichever is earlier.

31. DEFERRED TAXATION


At 1 April 2002/2001 - -Addition through the revaluation surplus on leasehold land

of a subsidiary (Note 28) 966,746 -

966,746 -

32. NET TANGIBLE ASSETS PER SHARE

The actual net tangible assets per share is calculated based on the net tangible assets value ofRM183,012,032 (2002 - RM198,347,843) attributable to ordinary shares divided by the number of ordinaryshares in issue at the balance sheet date of 75,602,000 (2002 - 50,468,943) shares.

The proforma net tangible assets per share of the previous financial year is calculated based on the nettangible assets value of RM198,347,843 attributable to ordinary shares divided by the proforma enlargednumber of ordinary shares of 75,599,000 after taking into account the allotment of new ordinary sharespursuant to the mandatory conversion of the ICULS.

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33. TURNOVER


Revenue from construction contracts 35,362,729 56,858,840 - -Proportionate sales value of

development properties 34,366,715 24,084,755 - -Rental income 64,200 119,300 - -Dividend income - - 8,090,000 8,125,000Interest income 35,275 536,328 35,275 533,461Other interest income - - 587,338 619,226Management and administrative charges - 45,600 270,000 -

69,828,919 81,644,823 8,982,613 9,277,687

Continuing operations:- existing 65,260,219 81,644,823 8,982,613 9,277,687- new acquisition 4,568,700 - - -

69,828,919 81,644,823 8,982,613 9,277,687

34. COST OF SALES


Construction costs 37,647,813 65,941,186 - -Land and development expenditure 10,913,140 2,339,143 - -Direct costs 88,062 162,878 - -Management and administrative charges 50,525 55,972 - -

48,699,540 68,499,179 - -

35. PROFIT/(LOSS) BEFORE TAXATION


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

Allowance for doubtful debts 8,625,447 816,507 - -Amortisation of bond expenses 134,364 - 134,364 -Auditors’ remuneration

- for the financial year 59,700 51,500 13,000 11,000- underprovision in previous

financial year 2,000 - 2,000 -Bad debts written off 110,965 101,340 - -Contract costs 37,647,814 65,941,186 - -Depreciation of property, plant

and equipment 406,603 325,978 22,351 32,676Directors’ benefits-in-kind 16,925 31,875 16,925 29,625Directors’ fees 67,000 46,000 67,000 46,000Directors’ remuneration 752,400 594,500 516,900 419,625Dividend income over-recognised - 319,445 - 319,445Finance charges on bonds 2,562,145 - 2,562,145 -


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35. PROFIT/(LOSS) BEFORE TAXATION (cont’d)


Interest expense- bank borrowings 3,178,494 3,175,729 1,093,069 1,354,608- hire purchase 23,132 21,884 - -- ICULS - 5,717,576 - 5,717,576 - loans 113,476 197,918 787,029 1,388,838- others 530,474 361,796 - -

Loss on disposal of investment properties 150,154 33,015 - -

Plant and equipment written off - 2,800 - -Rental expense

- premises - - 60,000 55,930- machinery and equipment 15,651 14,883 - -

Staff costs 2,598,056 1,996,604 72,786 149,581Gross dividend income

- subsidiaries (unquoted) - - (5,300,000) (8,125,000)- associate - - (2,790,000) -

Interest income- licensed financial institutions (36,891) (533,461) (35,275) (533,461)- subsidiaries - - (587,338) (619,226)- others (73,713) (51,663) - -

Management and administrative charges (45,600) (45,600) - -Gain on disposal of property,

plant and equipment (7,302) (131,031) - (59,039)Rental of premises (315,672) (284,414) - -Writeback of allowance for doubtful debts (1,988,813) - - -Writeback of diminution in value

of inventory (6,527) - - -

36. TAXATION


Current 982,916 (538,495) 913,324 94,000Share of associates’ taxation 1,100,935 982,773 - -

2,083,851 444,278 913,324 94,000Underprovision in previous

financial year 1,054,742 - - -

3,138,593 444,278 913,324 94,000

The effective tax rate of the Company is higher than the statutory tax rate mainly due to certain expenses beingdisallowed for taxation purposes. Similarly, the effective tax rate of the Group is higher due to losses of certainsubsidiaries not being utilised against the taxable profit of other subsidiaries as no group relief is available inMalaysia.

Subject to agreement with the tax authorities, the Group has unutilised tax losses and unabsorbed capitalallowances of approximately RM5,834,000 (2002 – RM4,682,000) and RM725,000 (2002 – RM689,000)respectively available at the balance sheet date to be carried forward for offset against future taxable businessincome.

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36. TAXATION (cont’d)

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

UNUTILISED UNABSORBEDTAX CAPITAL

LOSSES ALLOWANCES OTHERS TOTALRM RM RM RM

At 1 April 2001 979,000 150,000 - 1,129,000Arising during the financial year 331,000 41,000 611,000 983,000

At 31 March 2002/1 April 2002 1,310,000 191,000 611,000 2,112,000Arising during the financial year 323,000 11,000 275,000 609,000

At 31 March 2003 1,633,000 202,000 886,000 2,721,000

37. 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 (2002 - RM270,587) by the weighted average number ofordinary shares in issue during the financial year of approximately 73,507,579 (2002 – 50,468,943).

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

38. DIVIDENDS


Declared – dividend of 5.5% per ICCPS less 28% tax (2002 - 5.5% per ICCPS less 28% tax) 270,587 270,587

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 March2003 of 1 sen per ordinary share of RM1 each less 28% tax (2002 - Nil) amounting to RM544,334 (2002 - Nil)will be tabled for shareholders’ approval. These financial statements do not reflect this final dividend which willbe accrued as a liability upon approval by shareholders. This represents a change in accounting treatment withrespect to the recognition of liabilities in compliance with the new MASB 19 - Events After The Balance SheetDate.

39. PRIOR YEAR ADJUSTMENTS

The prior year adjustments are in respect of the change in the accounting policy with regards to revenuerecognition for dividend income as explained in Note 5(v) to the financial statements.

The comparative figures have been restated accordingly as disclosed in Note 51 to the financial statements.


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40. SUMMARY OF EFFECTS OF ACQUISITION OF A SUBSIDIARY

During the financial year, the Company paid RM35,000,000 in cash to acquire an 80% equity interest in South-East Best Sdn. Bhd..

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


Turnover 4,568,700 -Cost of sales (3,855,913) -

Gross Profit 712,787 -Other operating income 509,312 -

Less: Operating expensesAdministrative expenses (653,287) -Selling and distribution expenses (250,750) -Other operating expenses (1,245,105) -

Loss from operations (927,043) -Finance costs (709,550) -

Loss before taxation (1,636,593) -Pre-acquisition loss 149,996 -

Decrease in net profit of the Group (1,486,597) -

The effect of the acquisition of the subsidiary on the financial position of the Group at the financial year end isas follows:


Investment in associate 880,000 -Property, plant and equipment 29,998,876 -Properties held for future development 18,537,782 -Current assets 25,836,655 -Current liabilities (3,878,840) -Deferred liabilities (42,231,441) -

Increase in net assets of the Group 29,143,032 -


Property, plant and equipment 29,704,722 - - -Investment in associate 880,000 - - -Properties held for future development 27,050,046 - - -Current assets 22,503,103 - - -Current liabilities (8,879,842) - -Deferred liabilities (41,735,746) - - -

Net assets in subsidiary acquired 29,522,283 - - -Reduction in net assets arising

from acquisition (10,894,375) - - -

Net assets 18,627,908 - - -Goodwill on acquisition 17,026,317 - - -

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40. SUMMARY OF EFFECTS OF ACQUISITION OF A SUBSIDIARY (cont’d)


Purchase consideration 35,654,225 - 35,000,000 -Cash and cash equivalents acquired (818,781) - - -

Net cash outflow on acquisition of subsidiary 34,835,444 - 35,000,000 -

41. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT


Purchase of property, plant and equipment 201,665 208,427 - 15,400Amount financed through hire purchase

arrangements - (93,100) - -

Cash disbursed for the purchase ofproperty, plant and equipment 201,665 115,327 - 15,400

42. CASH AND CASH EQUIVALENTS

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


Short term deposits (Note 19) 1,422,125 5,042,274 1,239,225 5,012,274Cash and bank balances (Note 20) 6,084,094 1,460,540 5,201,131 1,904Bank overdrafts (Note 23) (21,177,916) (20,843,690) (6,413,736) (1,657,727)

(13,671,697) (14,340,876) 26,620 3,356,451Less: Cash placed in sinking fund

account (Note 20) (5,198,398) - (5,198,398) -

(18,870,095) (14,340,876) (5,171,778) 3,356,451

43. DIRECTORS’ REMUNERATION

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


DIRECTORS’ FEES:

1. Mun Chong Shing @ Mun Chong Tian 12,000 3,000 12,000 3,0002. Dato’ Lim Phaik Gan 12,000 12,000 12,000 12,0003. Dato’ Dr. Norraesah Bt Haji Mohamad 13,000 13,000 13,000 13,0004. Datuk Sim Peng Choon 12,000 12,000 12,000 12,0005. Vincent Koh Kok Kee 12,000 6,000 12,000 6,0006. Tan Sri Dato’ Ir Muhammad

Yusuff Bin Haji Muhammad Yunus 6,000 - 6,000 -

67,000 46,000 67,000 46,000


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43. DIRECTORS’ REMUNERATION (cont’d)


DIRECTORS’ NON-FEE EMOLUMENTS:

1. Sia Kwee Mow @ Sia Hok Chai 486,000 396,000 486,000 396,0002. Sia Teong Heng 255,000 180,000 19,500 15,7503. Mun Chong Shing @ Mun Chong Tian 1,200 300 1,200 3004. Dato’ Lim Phaik Gan 1,200 900 1,200 9005. Dato’ Dr. Norraesah Bt Haji Mohamad 2,400 1,500 2,400 1,5006. Datuk Sim Peng Choon 3,000 2,100 3,000 2,1007. Vincent Koh Kok Kee 3,000 1,200 3,000 1,2008. Tan Sri Dato’ Ir Muhammad

Yusuff Bin Haji Muhammad Yunus 600 - 600 -9. Yeoh Hock Thong - 12,500 - 1,875

752,400 594,500 516,900 419,625

Apart from the amounts disclosed under directors’ remuneration above, the estimated monetary value of otherbenefits-in-kind received by the following directors during the financial year, otherwise than in cash are asfollows:


1. Sia Kwee Mow @ Sia Hok Chai 16,925 16,925 16,925 16,9252. Sia Teong Heng - 13,500 - 11,2503. Yeoh Hock Thong - 1,450 - 1,450

16,925 31,875 16,925 29,625

44. RELATED COMPANY TRANSACTIONS


Interest paid to subsidiaries 678,807 1,228,304Rental paid to a subsidiary 60,000 55,930Dividend income received/receivable from subsidiaries 5,300,000 8,125,000Interest received from subsidiaries 587,338 619,226Management fee received from subsidiaries 270,000 -

45. RELATED PARTY TRANSACTIONS/BALANCES

GROUPNAME OF 2003 2002RELATED PARTY NOTE NATURE OF TRANSACTION RM RM

Ligamas Sdn. Bhd. (a) Progress billings received/receivable 19,114,882 17,559,960

Paling Industries (a) Purchase of material 58,873 181,113Sdn. Bhd.

Gross dividend income received 2,790,000 -Sri Rawang Properties

Sdn. Bhd. (a) Gross dividend income received 150,000 -

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

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45. RELATED PARTY TRANSACTIONS/BALANCES (cont’d)

GROUPNAME OF 2003 2002RELATED PARTY NOTE NATURE OF TRANSACTION RM RM

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

Sia Poh Eng (d) Property sold 550,000 -

Sia Kwee Mow @ Sia Hok Chai (e) Interest paid/payable 108,222 160,534

RECEIVABLE PAYABLEGROUP GROUP

NAME OF 2003 2002 2003 2002RELATED PARTIES NOTE RM RM RM RM

Ligamas Sdn. Bhd. (a) 9,886,903 10,258,378 - -

Paling Industries Sdn. Bhd. (a) - - - 38,534

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

Sia Poh Eng (d) 500,000 - - -

Sia Kwee Mow @ Sia Hok Chai (e) - - 108,222 160,534

(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

(d) A person connected to Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng

(e) A director of the Company

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.

46. CAPITAL COMMITMENT


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

The capital commitment in the previous financial year relates to the balance of the consideration payable forthe acquisition of an 80% equity interest in South-East Best Sdn. Bhd..

47. CONTINGENT LIABILITIES


Corporate guarantee (unsecured) given to banks and other licensed financial institutions for credit facilities granted to subsidiaries- funded facilities 26,616,000 30,352,000- non-funded facilities 3,907,000 4,472,000

30,523,000 34,824,000


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48. SEGMENTAL REPORTING

PROPERTY MANUFACTURINGCONS- DEVELOP- AND

THE GROUP TRUCTION MENT INVESTMENT TRADING ELIMINATIONS GROUP2003 RM RM RM RM RM RM

REVENUE:

External revenue 35,362,729 34,366,715 99,475 - - 69,828,919Intersegment revenue 15,298,779 - 6,401,224 - (21,700,003) -

Total revenue 50,661,508 34,366,715 6,500,699 - (21,700,003) 69,828,919

Results:Segment results 7,690,175 2,510,945 4,884,004 (15,190) (7,053,930) 8,016,004Finance costs (6,793,334)Share of results of associates - 1,884,741 - 2,042,075 - 3,926,816

Profit from ordinary activities before taxation 5,149,486

Taxation (3,138,593)

Profit from ordinary activities after taxation 2,010,893


THE GROUP TRUCTION MENT INVESTMENT TRADING GROUP2003 RM RM RM RM RM

Other information

Segment assets 39,398,622 287,381,500 26,959,851 12,846,046 366,586,019Unallocated assets 5,350,142

371,936,161

Segment liabilities 43,876,909 55,859,860 14,750,259 26,663 114,513,691Unallocated liabilities 40,305,594

154,819,285

Capital expenditure 7,700 580,762 - - 588,462Depreciation 142,474 229,114 32,016 2,999 406,603


THE GROUP TRUCTION MENT INVESTMENT TRADING ELIMINATIONS GROUP2002 RM RM RM RM RM RM

REVENUE:

External revenue 56,858,840 24,084,755 701,228 - 81,644,823Intersegment revenue 16,644,238 - 10,161,626 - (26,805,864) -

Total revenue 73,503,078 24,084,755 10,862,854 - (26,805,864) 81,644,823

Results:Segment results 6,503,527 4,025,639 8,947,252 (8,006) (11,590,097) 7,878,315Finance costs (9,611,991)Share of results of associates - 1,511,621 - 1,839,954 - 3,351,575

Profit from ordinary activities before taxation 1,617,899

Taxation (444,278)

Profit from ordinary activities after taxation 1,173,621

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48. SEGMENTAL REPORTING (cont’d)


THE GROUP TRUCTION MENT INVESTMENT TRADING GROUP2002 RM RM RM RM RM

Other information

Segment assets 47,120,266 214,434,561 15,417,666 12,189,324 289,161,817Unallocated assets 3,971,217

293,133,034

Segment liabilities 53,795,745 13,105,051 10,776,147 29,721 77,706,664

Capital expenditure 70,088 122,099 16,240 - 208,427Depreciation 208,060 72,489 42,341 3,088 325,978

No geographical analysis has been prepared as the Group operates wholly in Malaysia.

49. SIGNIFICANT EVENTS

The following are the significant 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 shares of RM1 each in South-East BestSdn. Bhd., representing an 80% equity interest in SEB for a cash consideration of RM35,000,000.

(b) On 18 June 2002, the nominal value of the ABBA Bonds initially approved by the Board of Directors on 27 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 were placed out to a licensedfinancial institution via a private placement exercise. The ABBA Bonds have a tenure of five (5) years fromthe 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. The ABBA Bondsare secured in the manner disclosed in Note 24 to the financial statements.

The Company submitted the application in relation to the proposed ABBA Bonds to the Securities Commission(“SC”) on 20 June 2002. The application was approved by the SC on 19 July 2002.

50. NUMBER OF EMPLOYEES


Number of employees at the balance sheet date 90 55 9 8

51. COMPARATIVE FIGURES

Following the adoption of MASB 19, “Events After The Balance Sheet Date”, in the preparation of this set offinancial statements the presentation and classification of dividends in the financial statements have beenchanged. Accordingly, comparative amounts for dividends have been reclassified to ensure comparability withthe current financial year’s presentation.


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51. COMPARATIVE FIGURES (cont’d)

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):

Receivables - 6,401,217 - 10,217,217Tax recoverable 3,971,217 9,913,290 5,455,217 11,397,290Reserves 42,524,427 42,119,220 44,008,427 47,419,220

INCOME STATEMENTS (EXTRACT):

Turnover - 9,277,687 - 10,452,687Taxation (444,278) - (115,278) -Profit after taxation 1,173,621 - 1,502,621 -

CASH FLOW STATEMENTS (EXTRACT):

(Loss)/Profit before taxation - (621,383) - 553,617Dividend income - (7,805,555) - (8,980,555)

52. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

Fair value is defined as the amount at which the financial instrument could be exchanged in a currenttransaction between knowledgeable willing parties in an arm’s length transaction, other than in a forced orliquidation sale. Fair values are obtained from quoted market prices, discounted cash flow models and optionpricing models as appropriate.

The following methods and assumptions are used to estimate the fair value of each class of financialinstruments:

(i) Bank balances and other liquid funds and short term receivables

The carrying amounts approximate the fair value due to the relatively short term maturity of theseinstruments.

(ii) Quoted and unquoted investments

The fair values of quoted investments are estimated based on quoted market prices for these investments.

For unquoted investments, it is not practicable to determine the fair values because of the lack of quotedmarket prices and the assumptions used in valuation models to value these investments cannot bereasonably determined.

(ii) Short term borrowings and other current liabilities

The carrying amounts approximate the fair values because of the short period to maturity of theseinstruments.

(iv) Long term bank loans

The carrying amounts approximate the fair values as these instruments bear interest at variable rates.

(v) Lease obligations

The fair value of lease obligations is determined by discounting the relevant cash flow using currentinterest rates for similar instruments at the balance sheet date.

There is no disclosure of fair value for investments in subsidiaries and associate, and borrowings under thebasis of Islamic banking principles as these are excluded from MASB 24 – Financial Instruments: Disclosureand Presentation.

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

building or Area 31. 03. 2003 Revaluationdate of expiry) Sq. Ft. RM

1. Lot 172, Freehold 2,102/ 426,750 4 storey 29/03/2000Section 85 (28 years) (6,404) ShophouseTown & District of Kuala Lumpur for rentalWilayah Persekutuan(Nos. 422, 422A, 422B & 422CJalan Pahang, Kuala Lumpur)

2. Lot 128, 129, 130, Freehold 5,513/ 3,739,156 6 1/2 storey 28/03/2000 Section 47 (23-25 years) (38,238) commercialTown of Kuala Lumpur building for officeWilayah Persekutuan headquarters (Wisma Siah Brothers and for rentalNo. 74, Jalan PahangKuala Lumpur)

3. Lot 31 & 32, Freehold 4,792/ 400,000 3 storey 29/03/2000 Village of Ulu Klang (15 years) (5,340) commercial District of Gombak building for Selangor Darul Ehsan factory

4. Lot 54, Freehold 3,584 11,000 Vacant land 27/03/2000 Pekan Rembia for future District of Alor Gajah, Melaka development

5. No. B4-3, Freehold (1,672) 635,360 Condominium 27/03/2000 Sri Bukit Tunku (10 years) units for rentalKuala Lumpur

6. Unit B2, B3, C1, C3, C5, C6 Freehold (11,290) 2,792,737 Condominium 27/03/2000 Intan Kenny Condominiums (9 years) units for rental29 Persiaran Bukit Tunku, Bukit Tunku, 50480 Kuala Lumpur

7. GM 2414, Lot No. 9332 Freehold 8,902 483,523 Vacant land 28/03/2000 Mukim Batu, Daerah and (7 years) for futureNegeri Wilayah Persekutuan development

8. P.T. 8995, 8997, 9006, 9077 Leasehold 683,762 473,197 Vacant land 28/03/2000 Mukim Batu Daerah and expiring on for futureNegeri Wilayah Persekutuan 22/4/2086 development

9. P.T. 9004 Leasehold 230,770 176,851 Land currently 28/03/2000 Mukim Batu Daerah and expiring on under Negeri Wilayah Persekutuan 22/4/2086 development

10. P.T. 41547, 41558-41559, Freehold 31,050/ 1,599,453 1 1/2 storey 30/03/2000 41563-41564, 41570, 41576, (8 years) (22,500) light industrial 41584 and 41606. buildingJalan GambanMukim Kuala KuantanDistrict of KuantanPahang Darul Makmur

11. P.T. 57232 and 57243 Freehold 2,670/ 237,482 2 storey 30/03/2000 Jalan Gambang (8 years) (5,080) shop officeMukim Kuala Kuantan,District of Kuantan,Pahang Darul Makmur

12. P.T. 42031, 42042-42050, Freehold 2,006,367 4,309,468 Vacant land 16/12/1993 *42052-42056, for futureMukim Kuala Kuantan, developmentDistrict of Kuantan,Pahang Darul Makmur

Group Propertiesas at 31 March 2003


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Location Tenure/(Age Land/ Net Book Value Description Date ofof building (Built-Up) As At Acquisition*/

or date Area 31. 03. 2003 Revaluationof expiry) Sq. Ft. RM

13. P.T. 42029, Freehold 49,051 156,321 Vacant land 30/03/2000 Mukim Kuala Kuantan for future District of Kuantan, Pahang development

14. P.T. 42051 Freehold 465,672 1,365,622 Land currently 30/03/2000 Mukim Kuala Kuantan underDistrict of Kuantan, Pahang development

15. P.T. 9076 & 9005 Leasehold 519,164 18,150,000 Vacant land 28/03/2000 Mukim Batu Daerah and expiring on for futureNegeri Wilayah Persekutuan 22/4/2086 development

16. Lot No. 2398, Freehold 1,132,637 13,510,000 Vacant land 05/04/1999 *Mukim of Batang Kali for futureDistrict of Hulu Selangor development

17. 29 units at Block K Leasehold (39,180) 8,027,442 Condominium 30/04/2002 *The Peak Condominium expiring on units for sale Signal Hill, Tanjung Lipat, Likas 31/12/2093 and for rentDistrict of Kota KinabaluState of Sabah

18. 23 units at Block M Leasehold (29,883) 6,338,812 Condominium 30/04/2002 *The Peak Condominium expiring on units for sale Signal Hill, Tanjung Lipat, Likas 31/12/2093 and for rentDistrict of Kota KinabaluState of Sabah

19. Lot 2 (TL017546495) Leasehold 232,163 9,942,632 Vacant land 30/04/2002 *Signal Hill, Tanjung Lipat, expiring on for futureDistrict of Kota Kinabalu 31/12/2093 developmentState of Sabah

20. Lot 3 (TL017546486) Leasehold 195,139 29,500,000 Vacant land 30/04/2002 *Signal Hill, Tanjung Lipat, expiring on for futureDistrict of Kota Kinabalu 31/12/2093 developmentState of Sabah of hotel

21. Lot 4 (TL017546511) Leasehold 96,263 4,123,169 Vacant land 30/04/2002 *Signal Hill, Tanjung Lipat, expiring on for futureDistrict of Kota Kinabalu 31/12/2093 developmentState of Sabah

22. CL015162026 Leasehold 104,103 2,978,034 Vacant land 30/04/2002 *Signal Hill/Likas Bay expiring on for futureDistrict of Kota Kinabalu 16/09/2911 developmentState of Sabah



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Authorised Share 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 Shares of RM1 each : 6,833,000Voting Right : 1 vote per ordinary share

DISTRIBUTION SCHEDULE

No. of % of % of IssuedShareholding Category Shareholders Shareholders No. of Shares Capital

1 - 99 63 1.56 2,631 0.00100 - 1,000 1,304 32.23 1,124,156 1.49

1,001 - 10,000 2,314 57.19 8,196,942 10.8410,001 - 100,000 325 8.03 9,200,520 12.17

100,001 - 3,780,099 36 0.89 20,037,228 26.503,780,100 - 75,602,000 4 0.10 37,040,523 49.00

Total 4,046 100.00 75,602,000 100.00

THIRTY LARGEST SHAREHOLDERS (As per Record of Depositors)

No. of Shares % of IssuedName of Shareholders Held Capital

1. LOM Holdings Sdn Bhd 14,317,500 18.942. Malayan Banking Berhad 9,000,000 11.903. Amanah Raya Nominees (Tempatan) Sdn Bhd 8,542,000 11.30

- Skim Amanah Saham Bumiputera 4. Evergreen Legacy Sdn Bhd 5,181,023 6.855. Malayan Banking Berhad 3,468,828 4.596. DB (Malaysia) Nominee (Asing) Sdn Bhd 2,600,000 3.44

- Deutsche Bank AG Singapore PBD for Southwark Limited7. DB (Malaysia) Nominee (Asing) Sdn Bhd 2,570,400 3.40

- Deutsche Bank AG Singapore PBD for Penfold Holdings Limited 8. RHB Capital Nominees (Tempatan) Sdn Bhd 1,480,800 1.96

- Pledged Securities Account for Sia Kwee Mow @ Sia Hok Chai (STH 981069)9. Nican Asia Limited 1,106,478 1.4610. Chay Kwai Gong @ Siah Kwee Swee 802,830 1.0611. Mun Oi @ Mun Oi Lin 755,800 1.0012. Siah Chong Hock 722,000 0.9613. Siah Teong Woei 561,407 0.7414. Sia Tian Soong @ Sia Tong Sang 491,000 0.6515. Siah Chong Ong 382,400 0.5116. United Overseas Nominees (Tempatan) Sdn Bhd 343,723 0.45

- Pledged Securities Account for Siah Teong Chein (KL)17. Siah Teong Yin 328,723 0.4318. Poo Choo @ Ong Poo Choi 324,100 0.4319. Citicorp Nominees (Tempatan) Sdn Bhd 316,304 0.42

- Pledged Securities Account for Siah Teong Woei (471465) 20. Sia Tzu Lung 314,592 0.4221. Chan Wan Moi 275,000 0.3622. Siah Chong Guan 257,400 0.3423. Mayban Securities Nominees (Tempatan) Sdn. Bhd. 234,100 0.31

- Pledged Securities Account for Wan Yet Cheong (REM 882-Margin)24. Chew Siew Ying 229,000 0.3025. Wong Chee Choon 213,200 0.2826. Kuala Lumpur City Nominees (Tempatan) Sdn. Bhd. 202,000 0.27

- Pledged Securities Account for Tan Moi Joo (D18)

Shareholders’ Informationas at 31 July 2003


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THIRTY LARGEST SHAREHOLDERS (As per Record of Depositors) (cont’d)

No. of Shares % of IssuedName of Shareholders Held Capital

27. Lok Huey Yen 190,000 0.2528. Sia Poh Choo @ Sia Swee Choo 189,700 0.2529. Siah Teong Teck 176,000 0.2330. Sia Teong Heng 171,891 0.23

TOTAL 55,748,199 73.73

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

Direct Interest Indirect InterestName of Directors Shareholdings % Shareholdings %

Sia Kwee Mow @ Sia Hok Chai 1,480,800 (a) 1.96 19,498,523 (b) 25.79Sia Teong Heng 334,992 0.44 19,498,523 (b) 25.79Mun Chong Shing @ Mun Chong Tian 21,782 0.03 - -Dato’ Lim Phaik Gan - - - -Dato’ Dr. Norraesah bt. Haji Mohamad - - - -Datuk Sim Peng Choon 10,869 0.01 - -Abdul Rahman bin A. Shukor

(Alternate to Datuk Sim Peng Choon) - - - -

Notes:


(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).

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

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

Name of Substantial Shareholders Direct Indirect Direct Indirect

Pemegang Amanah Raya Malaysia 8,542,000 - 11.30 -- Skim Amanah Saham BumiputeraSia Kwee Mow @ Sia Hok Chai 1,480,800 (a) 19,498,523 (b) 1.96 25.79Sia Teong Heng 334,992 19,498,523 (b) 0.44 25.79LOM Holdings Sdn. Bhd. 14,317,500 5,181,023 (c) 18.94 6.85Evergreen Legacy Sdn. Bhd. 5,181,023 - 6.85 -Malayan Banking Berhad 12,468,828 - 16.49 -

Notes:


(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 its shareholding in Evergreen Legacy Sdn. Bhd. (5,181,023 shares)

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

TSR exercised during : Nonethe year ended 31 March 2003

DISTRIBUTION SCHEDULE

No. of TSR % of TSRTSR Holding Category Holders Holders No. of TSR % of TSR

1 - 99 1 0.08 80 0.00100 - 1,000 421 33.90 344,700 2.02

1,001 - 10,000 621 50.00 2,653,480 15.5410,001 - 100,000 188 15.14 4,854,400 28.43

100,001 - 853,809 8 0.64 1,678,660 9.83853,810 - 17,076,200 3 0.24 7,544,880 44.18

Total 1,242 100.00 17,076,200 100.00

THIRTY LARGEST TSR HOLDERS (As per Record of Depositors)

Name of TSR Holders No. of TSR Held % of TSR

1. Sia Kwee Mow @ Sia Hok Chai 3,078,500 18.032. Permodalan Nasional Berhad 2,769,800 16.223. Evergreen Legacy Sdn Bhd 1,696,580 9.944. DB (Malaysia) Nominee (Asing) Sdn Bhd 600,000 3.51

- Deutsche Bank AG Singapore PBD for Southwark Limited5. Tan Yong Tian 242,000 1.426. Ismail bin Mohd Tom 230,000 1.357. Siah Chong Hock 139,580 0.828. Kenanga Nominees (Asing) Sdn Bhd 129,000 0.76

- Joyway Investment Limited9. Sia Tzu Lung 121,080 0.7110. Mayban Nominees (Tempatan) Sdn Bhd 110,000 0.64

- Pledged Securities Account for Tang Huong Kiong (211AW1320)11. Wong Ah Loke @ Wong Heng Loke 107,000 0.6312. Lee Ying Yee 84,000 0.4913. Amsec Nominees (Tempatan) Sdn Bhd 81,000 0.47

- Pledged Securities Account for Cham Chee Khim14. Ong Hock Lye 80,000 0.4715. Siah Teong Woei 77,000 0.4516. Mun Oi @ Mun Oi Lin 70,000 0.4117. Amsec Nominees (Tempatan) Sdn Bhd 70,000 0.41

- Pledged Securities Account for Maiden Abdul Kadir bin Mohd Ali18. Lee Chen Choi 63,000 0.3719. Bey Leang Seng 57,000 0.3320. Yap Meng Wah 56,500 0.3321 Tiew Siok Tuan 55,000 0.3222. Siah Teong Chein 53,000 0.3123. Siah Teong Ban 52,000 0.3024. Liew Shou Kong 52,000 0.3025. Perfect Consistence Sdn Bhd 50,200 0.2926. Suhaimi bin Ishak 50,000 0.2927. Sim Gim Shun 50,000 0.2928. Ong Cho Ho 50,000 0.29

Transferable Subscription Rights (“TSR”) Holders’ Informationas at 31 July 2003


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THIRTY LARGEST TSR HOLDERS (As per Record of Depositors) (cont’d)

Name of TSR Holders No. of TSR Held % of TSR

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

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

TOTAL 10,374,240 60.73

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

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

Sia 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 - - - -Dato’ Dr. Norraesah bt. Haji Mohamad 4,000 0.02 - -Datuk Sim Peng Choon - - - -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).

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 Thirteenth Annual General Meeting of the Companyto be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Friday,26 September 2003 at 11.00 a.m. and at any adjournment thereof in the manner indicated below:

No. Resolution For Against

1. Adoption of Reports and Audited Financial Statements

2. Declaration of a first and final dividend

3. Payment of Directors’ fees

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

5. Re-appointment of Director: Mr. Sia Kwee Mow @ Sia Hok Chai

6. Re-election of Director: YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad

7. Appointment of Auditors

8. Authority to Directors to allot and issue shares

9. Approval for proposed change of name of the Company

(Please indicate with an ‘X’ in the appropriate box against each resolution how you wish your proxy to vote. If no instruction isgiven, this form will be taken to authorise the proxy to vote at his/her discretion.)

Dated this ______________________ day of ______________________, 2003

________________________________Signature of Member(s)

SIAH BROTHERS CORPORATION BERHADCompany No: 199310-P (Incorporated in Malaysia)

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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 of Shares held

AffixStamp

FOLD THIS FLAP FOR SEALING

2nd FOLD HERE

1st FOLD HERE

The Company SecretariesSIAH BROTHERS CORPORATION BERHAD(199310-P)

Wisma Siah Brothers,74A, Jalan Pahang,

53000 Kuala Lumpur.