RNS Number:1707S
Petaling Tin Berhad
28 February 2002
PETALING TIN BERHAD
(Incorporated in Malaysia)
REPORTS AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST OCTOBER, 2001
CONTENTS
********
1. Directors' Report
7. Statement by Directors
7. Statutory Declaration
8. Report of the Auditors to the Members
10. Balance Sheets
12. Income Statements
13. Statements of Changes in Equity
15. Cash Flow Statements
18. Notes to the Financial Statements
Company No: 324-H
PETALING TIN BERHAD
(Incorporated in Malaysia)
DIRECTORS' REPORT
The Directors have pleasure in submitting their report and the audited financial
statements of the Group and of the Company for the year ended 31st October,
2001.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and
provision of management services. The principal activities of the subsidiary
companies are disclosed in note 3 to the financial statements. There have been
no significant changes in the nature of these activities during the year.
RESULTS
GROUP COMPANY
RM RM
Profit/(Loss) for the year 588,661 (4,020,108)
DIVIDENDS
No dividend has been paid, declared or proposed since the end of the Company's
previous financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the
year other than those mentioned in the financial statements.
BAD AND DOUBTFUL DEBTS
Before the income statements and balance sheets of the Group and of the Company
were made out, the Directors took reasonable steps to ascertain that action had
been taken in relation to the writing off of bad debts and the making of
provisions for doubtful debts, and have satisfied themselves that there were no
known bad debts and that adequate provision had been made for doubtful debts.
-1-
At the date of this report, the Directors of the Company are not aware of any
circumstances which would require the writing off of bad debts, or the amount of
the provision for doubtful debts in the financial statements of the Group and of
the Company inadequate to any substantial extent.
CURRENT ASSETS
Before the income statements and balance sheets of the Group and of the Company
were made out, the Directors took reasonable steps to ensure that any current
assets which were unlikely to realise in the ordinary course of business their
values as shown in the accounting records of the Group and of the Company have
been written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances
which would render the values attributed to the current assets in the financial
statements of the Group and of the Company misleading.
VALUATION METHODS
At the date of this report, the Directors are not aware of any circumstances
which have arisen which render adherence to the existing method of valuation of
assets or liabilities of the Group and of the Company misleading or
inappropriate.
CONTINGENT AND OTHER LIABILITIES
At the date of this report there does not exist:-
(i) any charge on the assets of the Group or of the Company which has arisen
since the end of the financial year which secures the liabilities of any
other person, or
(ii) any contingent liability in respect of the Group or of the Company which
has arisen since the end of the financial year.
No contingent liability or other liability of the Group or of the Company has
become enforceable, or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the
Directors, will or may substantially affect the ability of the Group or of the
Company to meet their obligations as and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the Directors are not aware of any circumstances,
not otherwise dealt with in this report or the financial statements of the Group
and of the Company which would render any amount stated in the financial
statements misleading.
-2-
ITEMS OF AN UNUSUAL NATURE
In the opinion of the Directors:-
(i) the results of the operations of the Group and of the Company for the
financial year were not substantially affected by any item, transaction or
event of a material and unusual nature.
(ii) 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 to affect substantially the results of the
operations of the Group and of the Company for the financial year in which
this report is made.
ISSUE OF SHARES
During the year, the following issues of shares were made by the Company:-
Date of Issue Class Number Terms And Purpose of Issue
5.3.2001 and Ordinary RM1/- 73,577,586 and Conversion of Irredeemable
4.9.2001 72,801,724 respectively Convertible Unsecured
Loan Stocks 2000/2010
CONVERSION OF IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2000/2010 ("ICULS")
The particulars of the conversion of the ICULS up to the end of the current
financial year are as follows:-
(a) on 5th March, 2001, RM85,350,000/- nominal value of ICULS were converted
into 73.577,586 fully paid ordinary shares of RM1/- each of the Company at a
conversion price of RM1.16 each; and
(b) on 4th September, 2001, RM84,450,000/- nominal value of ICULS were converted
into 72,801,724 fully paid ordinary shares of RM1/- each of the Company at a
conversion price of RM1.16 each.
The terms of issue of the ICULS are as disclosed in note 20 to the financial
statements.
DETACHABLE WARRANTS 2000/2010 ("WARRANTS")
There were no warrants exercised during the financial year.
-3-
DIRECTORS OF THE COMPANY
The Directors in office since the date of the last report are:-
DATUK HAJI JAAFAR BIN ABU BAKAR
TAN SRI DR. CHEN LIP KEONG
WONG SWEE MIN (Resigned on 31.10.01)
LAI GIN NYAP
CHIN YIT KONG
DATUK WAN KASSIM BIN AHMED (Appointed on 2.7.01)
CHONG KOK KONG (Appointed on 31.10.01)
DIRECTORS' INTEREST IN SHARES, ICULS AND WARRANTS
Particular of Directors' interest in the shares, ICULS and warrants of the
Company during the financial year according to the registers required to be kept
under Section 134 of the Companies Act, 1965 are as follows:-
Number of Ordinary Shares of RM1/- Each
At At
1.11.00 Bought Sold 31.10.01
Direct Interest
Datuk Haji Jaafar bin Abu Bakar 5,000 - - 5,000
Tan Sri Dr. Chen Lip Keong 20,435,096 *48,362,068 - 68,797,164
Lai Gin Nyap 5,000 - - 5,000
Chin Yit Kong 1,000 - - 1,000
Indirect Interest
Tan Sri Dr. Chen Lip Keong 5,097,524 *22,060,345 - 27,157,869
*Conversion of ICULS
Amount of ICULS At Nominal Value of RM1/- Each
At Converted/ At
1.11.00 Acquired Transferred 31.10.01
Direct Interest
Tan Sri Dr. Chen Lip Keong 93,499,999 - (56,100,000) 37,399,999
Indirect Interest
Tan Sri Dr. Chen Lip Keong 85,300,001 - (51,180,000) 34,120,001
-4-
Number of Warrants
At At
1.11.00 Allotted Sold 31.10.01
Direct Interest
Datuk Haji Jaafar bin Abu Bakar 2,000 - - 2,000
Tan Sri Dr. Chen Lip Keong 10,217,048 - - 10,217,048
Lai Gin Nyap 2,000 - - 2.000
The conversion price of ICULS and the exercise price of Warrants have been
determined at RM1.16 for each new ordinary shares of RM1/- of the Company.
In accordance with the existing Articles 77 and 79(c) of the Company's Articles
of Association and paragraph 7.28 (2) of the Listing Requirements of the Kuala
Lumpur Stock Exchange, Mr. Chin Yit Kong, Datuk Wan Kassim bin Ahmed, Mr. Chong
Kok Kong and Tan Sri Dr. Chen Lip Keong retire from the board at the forthcoming
annual general meeting and being eligible offer themselves for re-election.
DIRECTORS' BENEFITS
Since the end of the previous financial year, no director of the Company has
received or become entitled to receive any benefit (other than the Directors'
remuneration disclosed in note 23 to the financial statements) by reason of a
contract made by the Company or a related corporation with the Director or with
a firm of which the Director is a member, or with a company in which the
Director has a substantial financial interest.
Neither during nor at the end of the financial year, was the Company a party to
any arrangements whose object is to enable the Directors to acquire benefits by
means of the acquisition of shares in or debentures of the Company or any other
body corporate.
SIGNIFICANT EVENTS
(a) On 20th November, 2000, a subsidiary company, Golden Domain Holdings Sdn.
Bhd., subscribed 249,998 ordinary shares of RM1/- each in its subsidiary
company, Lembah Langat Development Sdn. Bhd., for a total cash consideration
of RM249,998/-.
(b) On 5th March, 2001, RM85,350,000/- nominal value of ICULS were converted
into 73,577,586 fully paid ordinary shares of RM1/- each of the Company at a
conversion price of RM1.16 each. The new shares rank pari passu with the
existing shares.
As a result of the conversion, the issued and fully paid share capital of
the Company was increased from RM100,844,060/- to RM174,421,646/- as at 5th
March, 2001.
-5-
(c) The Company executed a share sale agreement on 11th September, 2000 for the
proposed acquisition of 62,400,000 ordinary shares of HKD1/- each
representing 80% equity interest in Naga Resorts & Casinos Limited from
Sharpwin International Limited for a purchase consideration of
RM1,307,200,000/- (equivalent to USD344,000,000/-based on the exchange rate
of RM3.80 per USD1/-) to be satisfied by the issuance of 1,233,207,547 new
ordinary shares of RM1/- each in the Company at an issue price of RM1.06 per
share, subject to approval from the relevant authorities. The above
application to the relevant authorities has been withdrawn on 23rd July,
2001 and therefore the conditional share sale agreement was aborted.
(d) On 4th September, 2001, RM84,450,000/- nominal value of ICULS were converted
into 72,801,724 fully paid ordinary shares of RM1/- each of the Company at a
conversion price of RM1.16 each. The new shares rank pari passu with the
existing shares.
As a result of the conversion, the issued and fully paid share capital of
the Company was increased from RM174,421,646/- to RM247,223,370/- as at 4th
September, 2001.
(e) On 30th October, 2001, the Company acquired 2 ordinary shares of RM1/- each
representing 100% of the issued and paid-up share capital of Petaling
Ventures Sdn. Bhd. (formerly known as Intensive Strategies Sdn. Bhd.), a
company incorporated in Malaysia, for a cash consideration of RM2/-.
AUDITORS
The auditors, Messrs. Moore Stephens, have expressed their willingness to
continue in office.
On Behalf of the Board
DATUK HAJI JAAFAR BIN ABU BAKAR
LAI GIN NYAP
-6-
STATEMENT BY DIRECTORS
We, the undersigned, being two of the Directors of the Company, state that in
the opinion of the Directors, the accompanying financial statements as set out
on pages 10 to 42, are drawn up in accordance with the provisions of the
Companies Act, 1965 and applicable approved accounting standards in Malaysia so
as to give a true and fair view of the state of affairs of the Group and of the
Company as at 31st October, 2001 and of the results of the operations, changes
in equity and cash flows of the Group and of the Company for the year ended on
that date.
On Behalf of the Board
DATUK HAJI JAAFAR BIN ABU BAKAR
LAI GIN NYAP
KUALA LUMPUR
STATUTORY DECLARATION
I, Lai Gin Nyap, NRIC No.: 680731-08-5493, being the Director primarily
responsible for the financial management of the Company, do solemnly and
sincerely declare that the financial statements as set out on pages 10 to 42 are
to the best of my knowledge and belief, correct and I make this solemn
declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared at
Kuala Lumpur in the Federal Territory
this 25th day of February 2002
Before me
LAI GIN NYAP
-7-
LETTER TO: PETALING TIN BERHAD
REPORT OF THE AUDITORS TO THE MEMBERS OF
PETALING TIN BERHAD
(Incorporated in Malaysia)
We have audited the financial statements set out on pages 10 to 42.
The preparation of the financial statements are the responsibility of the
Company's Directors. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with the approved standards on auditing in
Malaysia. These standards require that we plan and perform the audit to obtain
all the information and explanations, which we considered necessary to provide
us with sufficient evidence to give reasonable assurance that the financial
statements are free of material misstatement. Our audit includes examining, on a
test basis, evidence relevant to the amounts and disclosures in the financial
statements. Our audit includes an assessment of the accounting principles used
and significant estimates made by the Directors as well as evaluating the
overall adequacy of the presentation of information in the financial statements.
We believe our audit provides a reasonable basis for our opinion.
In our opinion:-
(a) the financial statements which have been prepared under the historical cost
convention, are properly drawn up in accordance with the provisions of the
Companies Act, 1965 and applicable approved accounting standards in Malaysia
so as to give a true and fair view of:-
(i) the matters required by Section 169 of the Companies Act, 1965, to be
dealt with in the financial statements of the Group and of the Company;
and
(ii) the state of affairs of the Group and of the Company as at 31st October,
2001 and of the results of the operations, changes in equity and cash
flows of the Group and of the Company for the year ended on that date;
and
(b) the accounting and other records and the registers required by the Companies
Act, 1965, to be kept by the Company and its subsidiary companies of which
we have acted as auditors have been properly kept in accordance with the
provisions of the said Act.
We are satisfied that the financial statements of the subsidiary companies that
have been consolidated with the Company's financial statements are in form and
content appropriate and proper for the purposes of the preparation of the
consolidated financial statements and we have received satisfactory information
and explanations required by us for these purposes.
-8-
Our auditors' reports on the financial statements of the subsidiary companies
were not subject to any qualification and did not include any comment made under
Section 174(3) of the Companies Act, 1965.
KUALA LUMPUR
25 FEB 2002
LETTER FROM: MOORE STEPHENS
-9-
BALANCE SHEETS AS AT 31ST OCTOBER, 2001
GROUP COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
NON-CURRENT ASSETS
Property, plant and equipment 2 14,259,520 16,630,276 410,384 246,495
Investment in subsidiary companies 3 - - 187,555,004 188,013,207
Interest in associated company 4 - - - -
Investment properties 5 87,638,700 87,638,700 - -
Deferred land and development expenditure 6 161,564,689 161,485,197 - -
263,462,909 265,754,173 187,965,388 188,259,702
CURRENT ASSETS
Land and development expenditure 6 127,697,868 119,825,869 - -
Inventories 7 15,658,252 18,225,092 - -
Short term investments 8 372,982 372,982 371,001 371,001
Trade debtors 9 38,668,957 30,096,479 - -
Other debtors, deposits and prepayments 10 1,110,557 3,385,836 163,041 1,294,951
Amount owing by subsidiary companies 11 - - 184,050,661 153,792,051
Deposits with licensed banks 12 484,500 33,724,000 50,000 33,285,000
Cash and bank balances 13 2,335,165 4,857,535 319,238 1,011,386
186,328,281 210,487,793 184,953,941 189,754,389
-10-
GROUP COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
CURRENT LIABILITIES
Trade creditors 14 8,112,231 5,882,354 7,091 19,109
Other creditors and accruals 15 17,853,431 46,316,551 4,107,274 5,214,018
Hire purchase creditors 16 63,630 70,728 13,619 26,718
Term loan - secured 17 1,032,206 3,662,206 - -
Taxation 10,614,352 8,169,622 - -
37,675,850 64,101,461 4,127,984 5,259,845
NET CURRENT ASSETS 148,652,431 146,386,332 180,825,957 184,494,544
412,115,340 412,140,505 368,791,345 372,754,246
CAPITAL AND RESERVES
Share capital 18 247,223,370 100,844,060 247,223,370 100,844,060
Reserves 19 9,867,289 (14,142,062) 6,798,930 (12,601,652)
SHAREHOLDERS' EQUITY 257,090,659 86,701,998 254,022,300 88,242,408
NON-CURRENT LIABILITIES
Hire purchase creditors 16 69,045 54,608 69,045 11,838
Irredeemable Convertible
Unsecured Loan Stocks 20 114,700,000 284,500,000 114,700,000 284,500,000
Deferred taxation 21 40,255,636 40,883,899 - -
155,024,681 325,438,507 114,769,045 284,511,838
412,115,340 412,140,505 368,791,345 372,754,246
The annexed notes form an integral part of,
and should be read in conjunction with, these financial statements.
-11-
INCOME STATEMENTS
FOR THE YEAR ENDED 31ST OCTOBER, 2001
GROUP COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
OPERATING REVENUE 22 23,826,851 40,440,822 1,349,536 933,829
COST OF SALES (12,947,842) (29,460,476) - -
GROSS PROFIT 10,879,009 10,980,346 1,349,536 933,829
OTHER OPERATING REVENUE 1,212,596 1,327,319 709,772 849,267
DISTRIBUTION COSTS (82,717) (74,032) (21,883) (33,934)
ADMINISTRATIVE COSTS (5,636,521) (3,624,592) (3,506,261) (2,431,716)
OTHER OPERATING COSTS (3,820,401) (952,522) (2,534,916) (869,000)
(9,539,639) (4,651,146) (6,063,060) (3,334,650)
PROFIT/(LOSS) FROM OPERATIONS 2,551,966 7,656,519 (4,003,752) (1,551,554)
FINANCE COSTS (46,091) (345,995) (16,356) (10,179)
PROFIT/(LOSS) BEFORE TAXATION 23 2,505,875 7,310,524 (4,020,108) (1,561,733)
TAXATION 24 (1,917,214) (2,979,073) - -
PROFIT/(LOSS) FOR THE YEAR 588,661 4,331,451 (4,020,108) (1,561,733)
EARNINGS PER SHARE (SEN) 25
- Basic 0.36 5.3
- Fully diluted 0.17 1.9
The annexed notes form an integral part of,
and should be read in conjunction with, these financial statements.
-12-
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST OCTOBER, 2001
TOTAL
SHARE SHARE ACCUMULATED SHAREHOLDERS'
CAPITAL PREMIUM RESERVES LOSSES EQUITY
RM RM RM RM RM
GROUP
At 1.11.99 20,168,412 11,171,411 2,583,709 (25,769,839) 8,153,693
Allotted during the year 80,673,648 - - - 80,673,648
Warrants exercised during the year 2,000 320 - - 2,320
Expenses in connection with the
issue of shares - (6,459,114) - - (6,459,114)
Net profit for the year - - - 4,331,451 4,331,451
At 31.10.00 100,844,060 4,712,617 2,583,709 (21,438,388) 86,701,998
Conversion of Irredeemable
Convertible Unsecured Loan
Stocks 146,379,310 23,420,690 - - 169,800,000
Net profit for the year - - - 588,661 588,661
At 31.10.01 247,223,370 28,133,307 2,583,709 (20,849,727) 257,090,659
-13-
TOTAL
SHARE SHARE ACCUMULATED SHAREHOLDERS'
CAPITAL PREMIUM RESERVES LOSSES EQUITY
RM RM RM RM RM
COMPANY
At 1.11.99 20,168,412 11,171,411 3,363,987 (19,116,523) 15,587,287
Allotted during the year 80,673,648 - - - 80,673,648
Warrants exercised during the year 2,000 320 - - 2,320
Expenses in connection with the
issue of shares - (6,459,114) - - (6,459,114)
Net loss for the year - - - (1,561,733) (1,561,733)
At 31.10.00 100,844,060 4,712,617 3,363,987 (20,678,256) 88,242,408
Conversion of Irredeemable
Convertible Unsecured Loan
Stocks 146,379,310 23,420,690 - - 169,800,000
Net loss for the year - - - (4,020,108) (4,020,108)
At 31.10.01 247,223,370 28,133,307 3,363,987 (24,698,364) 254,022,300
The annexed notes form an integral part of,
and should be read in conjunction with, these financial statements.
-14-
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31ST OCTOBER, 2001
GROUP COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
CASH FLOWS FROM
OPERATING ACTIVITIES
Profit/(Loss) Before Taxation 2,505,875 7,310,524 (4,020,108) (1,561,733)
Adjustments for:-
Bad debts written off - 287,229 - 287,229
Depreciation of property, plant and equipment 1,878,172 1,838,956 143,527 64,635
Dividend revenue (19,786) (10,561) (19,520) (10,281)
Gain on disposal of property,
plant and equipment (66,807) (80,608) (66,807) -
Loss on disposal of quoted shares - 3,905 - 3,905
Impairment loss on property, plant and
equipment 800,000 - - -
Interest expenses 43,181 342,580 13,446 8,334
Interest revenue (664,955) (544,533) (457,958) (531,932)
Preliminary expenses written off - 5,833 - -
Pre-operating expenses written off - 26,959 - -
Write down inventories to net realisable value 93,973 - - -
Provision for diminution in value of quoted
shares - 129,164 - 129,164
Provision for doubtful debts 141,325 - 56,873 -
Provision for doubtful debts no
longer required - (37,327) - (37,327)
Operating Profit/(Loss) Before
Working Capital Changes 4,710,978 9,272,121 (4,350,547) (1,648,006)
Decrease/(Increase) in inventories 2,472,867 (18,213,083) - -
(Increase)/Decrease in debtors (6,443,562) (24,695,571) 1,069,999 (430,989)
(Decrease)/Increase in creditors (25,722,964) 29,602,787 (660,557) 1,221,528
Increase in amount owing by
subsidiary companies - - (30,258,610) (39,646,490)
Increase in land and development expenditure (8,409,696) (22,815,363) - -
Cash Used In Operations Carried Down (33,392,377) (26,849,109) (34,199,715) (40,503,957)
-15-
GROUP COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
Cash Used In Operations
Brought Down (33,392,377) (26,849,109) (34,199,715) (40,503,957)
Interest paid (43,181) (342,580) (13,446) (8,334)
Interest received 664,955 544,533 457,958 531,932
Tax (paid)/refunded (147,783) (26,312) 5,038 -
Net Cash Used In Operating Activities (32,918,386) (26,673,468) (33,750,165) (39,980,359)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary companies, net
of cash acquired 26 - 1,998 - -
Deferred expenditure incurred - (5,708) - -
Dividend received 19,786 10,561 19,520 10,281
Proceeds from disposal of property,
plant and equipment 90,250 217,000 90,250 -
Proceeds from disposal of quoted shares - 1,750 - 1,750
Purchase of property, plant and equipment 27 (246,859) (63,881) (246,859) (63,881)
Placement of fixed deposits (434,500) - - -
Purchase of investment - - (2) (2)
Net Cash (Used In)/Generated From
Investing Activities (571,323) 161,720 (137,091) (51,852)
(33,489,709) (26,511,748) (33,887,256) (40,032,211)
CASH FLOWS FROM FINANCING ACTIVITIES
Expenses in connection with the
issue of shares - (6,459,114) - (6,459,114)
Proceeds from issuance of share capital - 80,675,968 - 80,675,968
Repayment to hire purchase creditors (76,661) (215,140) (39,892) (30,916)
Term loan repayment (2,630,000) (9,316,629) - -
Net Cash (Used In)/Generated From
Financing Activities (2,706,661) 64,685,085 (39,892) 74,185,938
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS CARRIED DOWN (36,196,370) 38,173,337 (33,927,148) 34,153,727
-16-
GROUP COMPANY
2001 2000 2001 2000
NOTE RM RM RM RM
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS BROUGHT DOWN (36,196,370) 38,173,337 (33,927,148) 34,153,727
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE YEAR 38,531,535 358,198 34,246,386 92,659
CASH AND CASH EQUIVALENTS AT END OF THE
YEAR 28 2,335,165 38,531,535 319,238 34,246,386
The annexed notes form an integral part of,
and should be read in conjunction with, these financial statements.
-17-
NOTES TO THE FINANCIAL STATEMENTS - 31ST OCTOBER, 2001
The financial statements of the Group and of the Company have been prepared in
accordance with the provisions of the Companies Act, 1965 and applicable
approved accounting standards in Malaysia.
1. ACCOUNTING POLICIES
(a) Basis of Accounting
The financial statements of the Group and of the Company have been
prepared under the historical cost convention other than those
mentioned in note 7 to the financial statements. Certain development
properties of the subsidiary companies are stated in the Group's
financial statements at values reflecting the effective acquisition
costs to the Group (Group cost) of these assets.
(b) Basis of Consolidation
The consolidated financial statements include the financial statements
of the Company and its subsidiary companies made up to the balance
sheet date. The results of subsidiary companies acquired during the
year are included in the consolidated income statement from the date of
their acquisition. All intercompany balances and significant
transactions have been eliminated on consolidation.
All subsidiary companies are consolidated using the acquisition
accounting method. The results of subsidiary companies acquired or
disposed of during the financial year are included in the consolidated
income statements from the date of their acquisition or up to the date
of their disposal.
At the date of acquisition, the fair values of the subsidiary
companies' net assets are determined and these values are incorporated
in the consolidated financial statements. Any difference between the
cost of investment and the fair value of the net assets of the
subsidiary companies that remains is shown in the balance sheet as
goodwill or reserve on consolidation.
(c) Investments
Investment in subsidiary companies and associated company are stated at
cost and provision is made for any permanent diminution in value
determined on an individual basis.
-18-
Investment in quoted and unquoted shares held as long term investments
are stated at cost and are only written down when the Directors
consider that there is a permanent diminution in the value of the
investments.
Short term investments in quoted shares are stated at lower of cost and
market value on an aggregate basis.
(d) Investment Properties
Investment properties comprises properties which are held for
investment potential. It is the Group's policy to maintain these
properties in a high standard and condition. As such, these properties
maintain their residual value of not less than their respective book
value such that depreciation would be negligible. In view of this, no
depreciation is provided for these properties. The related maintenance
expenditure is dealt with in the income statement. It is the Group's
policy to appraise the investment properties once in every five years
by independent professional valuation based on open market values.
Any surplus or deficit therefrom will be dealt with in the revaluation
surplus account.
(e) Associated Companies
An associated company is defined as a company, not being a subsidiary
company, in which the Group has a long term equity interest of between
20% to 50% and in whose financial and operating decisions, the Group
exercises significant influence.
The consolidated income statement includes the Group's share of the
associated companies' profits less losses based on the audited or
management accounts of the associated companies after adjustments for
depreciation of depreciable assets stated at fair values to the Group
and amortisation or write down of goodwill or reserve on acquisition of
the associated companies. The share of losses of associated companies
are limited to the carrying value of the investment determined on an
individual basis.
(f) Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost less accumulated
depreciation and impairment loss except for freehold land which is not
amortised.
Leasehold land and mines' development costs are amortised on a straight
line basis over the expected working lives of the mines. Since the
cessation of the mining operations in 1997, all mines' development costs
have been fully amortised to the income statement.
Dredge is depreciated on a straight line basis so as to write down its
cost to its estimated net residual value by the end of its expected
useful life.
-19-
Fully depreciated property, plant and equipment are retained in the
financial statements at a nominal value of RM1/- each until they are no
longer in use and no further charge for depreciation is made in respect
of these assets.
All other property, plant and equipment are depreciated on the straight
line method to write off the cost of the assets over their estimated
useful lives.
The principal annual rates used for this purpose are:-
Buildings 2%
Plant and equipment 10% - 33%
Motor vehicles 20%
The carrying amounts of property, plant and equipment are reviewed at
each balance sheet date to determine whether there is any indication of
impairment. If such an indication exists, the asset's recoverable amount
is estimated. An impairment loss is recognised whenever the carrying
amount of an item of property, plant and equipment exceeds its
recoverable amount.
An impairment loss is recognised as an expenses in the income statement.
However, an impairment loss on a revalued asset will be treated as a
revaluation deficit to the extent that the loss does not exceed the
amount held in the revaluation reserve account in respect of the same
asset.
Any subsequent increase in recoverable amount due to a reversal of
impairment loss is restricted to the carrying amount that would have
been determined (net of accumulated depreciation) had no impairment loss
been recognised in prior years. The reversal of impairment loss is
recognised as revenue in the income statement. However, the reversal
of impairment loss on a revalued asset will be treated as a revaluation
surplus.
(g) Land and Development Expenditure
Land and development expenditure consists of land, stated at cost to the
Group which is currently under active development and it is expected to
be completed within the normal operating cycles, and development
expenditure incurred to date including borrowing costs and a proportion
of estimated profit attributable to development work performed to date,
less progress payments received and receivable.
Group cost arising from acquisition of property development subsidiary
companies is amortised over the period of development by reference to
the percentage of completion of the development properties.
Where foreseeable losses on development projects are anticipated, full
provision for these losses is made in the financial statements.
Deferred land and development expenditure comprise land held for future
development, are stated at Group cost.
-20-
(h) Inventories
Inventories are stated at the lower of cost and net realisable value and
are determined on the weighted average basis. Costs include the actual
cost of materials and incidental in bringing the inventories into store
and for finished goods, they include labour and an appropriate proportion
of production overheads.
In arriving at net realisable value, due allowance has been made for all
obsolete and slow-moving inventories.
Inventories of completed unsold properties are stated at the lower of
cost or net realisable value. Cost comprise attributable land and
development expenditure incurred up to completion of the properties.
(i) Debtors
Known bad debts are written off and specific provision is made for those
debts considered to be doubtful of collection.
(j) Revenue Recognition
Profit from development properties sold is recognised based on the
percentage of completion method where the outcome of the development can
be reliably estimated, in the proportion which total costs incurred to
date bear to the total estimated costs of the development.
Sales of goods are recognised when goods are delivered or services
performed.
Dividend revenue from quoted investment and rental revenue are recognised
on the receipt basis.
Interest revenue is recognised on receivable basis.
(k) Hire Purchase
Cost of property, plant and equipment acquired under the hire purchase
instalment plans are capitalised as property, plant and equipment and
depreciated in accordance with the Company's policy on depreciation of
property, plant and equipment. The hire purchase obligations are included
in creditors and the related financing charges are allocated to the
income statement on the sum-of-digit method.
-21-
(I) Transactions In Foreign Currencies
Transactions in foreign currencies are translated into Ringgit Malaysia
at the rates of exchange ruling at the dates of the transactions and
where settlement had not taken place by 31st October, 2001, at the
approximate rates ruling as at that date. All gains and losses on
exchange are included in the income statement.
The principal exchange rate (denominated in unit of Ringgit Malaysia per
foreign currency) used in translating at the financial year end is as
follows:-
2001 2000
RM RM
U.S. Dollar 3.80 3.80
(m) Deferred Taxation
Provision is made by using the liability method for deferred taxation in
respect of all material timing differences except where it is thought
reasonable that the tax effects of such deferrals will continue in the
foreseeable future. Deferred tax benefits are only recognised to the
extent of any deferred tax liability and where there is a reasonable
expectation of realisation in the near future.
(n) Cash and Cash Equivalents
Cash and cash equivalents consists of cash and bank balances, demand
deposits, bank overdrafts and highly liquid investments that are readily
convertible to known amount of cash and are subject to an insignificant
risk of changes in value.
(o) Capitalisation of Borrowing Costs
Interest incurred on borrowings related to development properties is
capitalised during the period when activities to develop and construct
these assets are in progress. Capitalisation of borrowing costs will
cease when these assets are ready for their intended sale.
-22-
2. PROPERTY, PLANT AND EQUIPMENT
SHORT
TERM DEVELOPMENT
FREEHOLD LEASEHOLD COSTS & PLANT & MOTOR
LAND LAND DREDGE BUILDINGS EQUIPMENT VEHICLES TOTAL
RM RM RM RM RM RM RM
GROUP
COST
At 1.11.00 95,118 3,431,398 26,481,516 6,889,909 19,937,252 432,778 57,267,971
Additions - - - - 210,859 120,000 330,859
Disposals - - - - (240,592) (175,426) (416,018)
At 31.10.01 95,118 3,431,398 26,481,516 6,889,909 19,907,519 377,352 57,182,812
ACCUMULATED DEPRECIATION
At 1.11.00 - 3,431,396 26,481,516 1,921,206 8,508,712 294,865 40,637,695
Charge for
the year - - - 105,715 1,696,118 76,339 1,878,172
Disposals - - - - (240,592) (151,983) (392,575)
At 31.10.01 - 3,431,396 26,481,516 2,026,921 9,964,238 219,221 42,123,292
NET BOOK
VALUE AT
31.10.01 95,118 2 - 4,862,988 9,943,281 158,131 15,059,520
IMPAIRMENT LOSS - - - (600,000) (200,000) - (800,000)
NET CARRYING
VALUE AT
31.10.01 95,118 2 - 4,262,988 9,743,281 158,131 14,259,520
NET BOOK VALUE AT
31.10.00 95,118 2 - 4,968,703 11,428,540 137,913 16,630,276
Depreciation
charge for
the year
ended
31.10.00 - - - 105,741 1,614,819 118,396 1,838,956
-23-
SHORT
TERM DEVELOPMENT
FREEHOLD LEASEHOLD COSTS & PLANT & MOTOR
LAND LAND DREDGE BUILDINGS EQUIPMENT VEHICLES TOTAL
RM RM RM RM RM RM RM
GROUP
COST
At 1.11.00 95,118 3,431,398 26,481,516 1,604,061 4,065,790 176,626 35,854,509
Additions - - - - 210,859 120,000 330,859
Disposals - - - - (240,592) (175,426) (416,018)
At 31.10.01 95,118 3,431,398 26,481,516 1,604,061 4.036,057 121,200 35,769,350
ACCUMULATED
DEPRECIATION
At 1.11.00 - 3,431,396 26,481,516 1,604,058 3,961,728 129,316 35,608,014
Charge for
the year - - - - 114,460 29,067 143,527
Disposals - - - - (240,592) (151,983) (392,575)
At 31.10.01 - 3,431,396 26,481,516 1,604,058 3,835,596 6,400 35,358,966
NET BOOK VALUE
At 31.10.01 95,118 2 - 3 200,461 114,800 410,384
At 31.10.00 95,118 2 - 3 104,062 47,310 246,495
Depreciation
charge for
the year
ended
31.10.00 - - - 27 29,553 35,055 64,635
The lease period of the short term leasehold land of the Group and of the
Company expired in year 2004.
The impairment loss of a subsidiary company is determined based on the
difference between the carrying amount of its property, plant and equipment and
recoverable amount estimated by independent valuation based on open market value
basis carried out on 25th and 28th January, 2002.
-24-
Included in the above property, plant and equipment are motor vehicles acquired
under the hire purchase instalment plans as follows:-
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Cost 356,352 411,778 120,000 175,426
Net book value 157,331 136,713 114,000 46,110
3. INVESTMENT IN SUBSIDIARY COMPANIES
COMPANY
2001 2000
RM RM
Unquoted shares, at cost 188,013,209 188,013,207
Less: Reduction in stamp duty on acquisition of
subsidiary companies (458,205) -
187,555,004 188,013,207
The above reduction in stamp duty was given by Stamp Duty Office upon approval
of appeal.
The particulars of the subsidiary companies are as follows:-
Effective
Country of Equity
Name of Company Incorporation Interest Principal Activities
2001 2000
PTB Clay Products Sdn. Bhd. Malaysia 100% 100% Ceased operations
Ukaylake Country Club Sdn. Malaysia 100% 100% Dormant
Bhd.
Golden Domain Holdings Malaysia 100% 100% Investment holding
Sdn. Bhd.
Petaling Ventures Sdn. Malaysia 100% - Dormant*
Bhd. (formerly known as
Intensive Strategies Sdn.
Bhd.)
-25-
Effective
Country of Equity
Name of Company Incorporation Interest Principal Activities
2001 2000
Interest Held Through
Golden Domain
Holdings Sdn. Bhd.
Lembah Langat
Development Sdn. Bhd. Malaysia 100% 100% Property investment and development
PTB Development
Sdn. Bhd. Malaysia 100% 100% Property investment
PTB Horticulture Farm
Sdn. Bhd. Malaysia 100% 100% Property investment and property development
Golden Domain Development Malaysia 100% 100% Investment holding, property investment and property
Sdn. Bhd. development
Interest Held Through
Golden Domain Development
Sdn. Bhd.
Majurama Developments
Sdn. Bhd. Malaysia 100% 100% Property development
Magilds Industrial Park
Sdn. Bhd. Malaysia 100% 100% Property development
* The financial statements of this subsidiary company is based on
unaudited management financial statements.
4. INTEREST IN ASSOCIATED COMPANY
GROUP/COMPANY
2001 2000
RM RM
Unquoted shares, at cost 114 (114)
Provision for diminution in value (114) (114)
- -
The Group's share of" losses in the associated company totalling RM2,929,713/-
(2000: RM2,594,700/-) are not recognised as the share of losses of associated
company are limited to the carrying value of the investment.
- 26 -
GROUP/COMPANY
2001 2000
RM RM
Amount owing by an associated company 8,004,752 8,004,752
Provision for doubtful debts (8,004,752) (8,004,752)
- -
The particulars of the associated company is as follows:-
Name of Company Country of Effective Equity Principal Activities
Incorporation Interest
2001 2000
Fandison Resources Management Ltd. Hong Kong 40% 40% Investment holding
5. INVESTMENT PROPERTIES
GROUP
2001 2000
RM RM
Long term leased land, at Group cost 87,638,700 87,638,700
The long term leased land stated at Group cost are based on independent valuation
on open market value basis carried out in 1999.
6. LAND AND DEVELOPMENT EXPENDITURE
GROUP
2001 2000
RM RM
Freehold land 77,648,756 89,900,000
Long term leased land 95,361,300 95,361,300
173,010,056 185,261,300
Leasehold land 94,175,370 88,435,880
Add: Adjustment to Group cost (458,205) 7,986,434
93,717,165 96,422,314
Total land stated at Group cost carried down 266,727,221 281,683,614
-27-
GROUP
2001 2000
RM RM
Total land stated at Group cost brought down 266,727,221 281,683,614
Development expenditure, at cost 47,499,820 36,518,455
Total land and development expenditure 314,227,041 318,202,069
Less: Long term portion (disclosed in deferred land
and expenditure)
- land 160,525,501 160,858,907
- development expenditure 1,039,188 626,290
(161,564,689) (161,485,197)
152,662,352 156,716,872
Add: Portion of profit attributable to development
work performed to date 10,406,409 14,715,592
163,068,761 171,432,464
Less: Progress billings (35,370,893) (51,606,595)
127,697,868 119,825,869
(a) Included in development expenditure are interest on borrowing incurred
during the year amounting to RM171,814/- (2000: RM270,791/-).
(b) Land and development properties amounting to RM46,225,088/- (2000 :
RM45,007,288/-) are pledged as security for the term loan facility of a
subsidiary company.
(c) The adjustment to Group cost during the year was due to reduction in stamp
duty from Stamp Duty Office upon approval of appeal by the Company. The
adjustment to Group cost in year 2000 was in respect of underprovision of
deferred tax on fair value of development properties which were acquired in 1999.
7. INVENTORIES
GROUP
2001 2000
RM RM
Completed unsold properties
At cost 10,122,258 18,225,092
At net realisable value 5,535,994 -
15,658,252 18,225,092
- 28 -
8. SHORT TERM INVESTMENTS
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Quoted shares, at cost
At beginning of the year 1,152,400 1,158,055 1,150,419 1,156,074
Less: Disposal - (5,655) - (5,655)
At end of the year 1,152,400 1,152,400 1,150,419 1,150,419
Less: Provision for diminution in value
At beginning of the year 779,418 650,254 779,418 650,254
Addition during the year - 129,164 - 129,164
At end of the year (779,418) (779,418) (779,418) (779,418)
372,982 372,982 371,001 371,001
Market value of quoted shares 389,801 380,216 382,241 371,606
9. TRADE DEBTORS
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Total outstanding 38,762,909 30,105,979 9,500 9,500
Less: Provision for doubtful debts (93,952) (9,500) (9,500) (9,500)
38,668,957 30,096,479 - -
- 29 -
10. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Other debtors, deposits and prepayments 1,158,080 3,371,448 210,564 1,280,563
Less: Provision for doubtful debts (56,873) - (56,873) -
1,101,207 3,371,448 153,691 1,280,563
Income tax recoverable 9,350 14,388 9,350 14,388
1,110,557 3,385,836 163,041 1,294,951
11. AMOUNT OWING BY SUBSIDIARY COMPANIES
Included in the amount owing by subsidiary companies is an amount of
RM152,735,000/- (2000 : RM119,500,000/-) representing the purchase consideration
paid by the Company for the acquisitions made by Golden Domain Holdings Sdn.
Bhd., a wholly owned subsidiary company, comprising the Ulu Kelang Project,
Ulu Yam Project, Bukit Ceylon Project and all of the preference shares in Golden
Domain Development Sdn. Bhd., Magilds Industrial Park Sdn. Bhd. and Majurama
Developments Sdn. Bhd.. The purchase consideration was satisfied by the Company
via the issuance of ICULS and rights issue of RM99,500,000/- and RM53,235,000/-
respectively.
These balances are non-trade in nature, unsecured, interest free and have no
fixed term of repayment.
12. DEPOSITS WITH LICENSED BANKS
The following deposits are included in the deposits with licensed banks of the
Group and Company:-
(a) fixed deposit of RM484,500/- (2000 : RM50,000/-) is pledged as security for
a bank guarantee facility granted to the Group; and
(b) Cash deposit of Nil (2000 : RM33,235,000/-) representing the balance of
purchase consideration payable by the Company to the vendor of Ulu Kelang Project.
- 30 -
13. CASH AND BANK BALANCES
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Cash and bank balances 1,343,364 4,857,535 319,238 1,011,386
Cash held under housing development account 991,801 - - -
2,335,165 4,857,535 319,238 1,011,386
14. TRADE CREDITORS
Included in trade creditors are:-
GROUP
2001 2000
RM RM
Amount owing to companies in which a director of the Company,
Tan Sri Dr. Chen Lip Keong, has substantial indirect
financial interest
Subsidiary companies of FACB Resorts Berhad
Arosa Builders Sdn. Bhd. 974,973 1,227,071
FACB Construction Sdn. Bhd. 147,071 -
1,122,044 1,227,071
These amounts are unsecured, interest free and are repayable based on the
commercial terms of the Company.
- 31 -
15. OTHER CREDITORS AND ACCRUALS
Included in the other creditors and accruals are:-
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Amount owing to companies in which a director,
Tan Sri Dr. Chen Lip Keong, has substantial direct and indirect
financial interest:-
FACB Resorts Berhad 29,148 43,317 28,131 42,300
Subsidiary companies of FACB
Resorts Berhad
Bukit Unggul Country Club Berhad 4,330 2,692 4,330 2,692
FACB Industries Sdn. Bhd. 68,654 68,870 68,654 68,870
First Travel And Tours (M) Sdn. Bhd. 1,702 8,670 1,702 8,670
Bukit Unggul Golf and Country Resort Sdn. Bhd. 93 93 - -
103,927 123,642 102,817 122,532
The above balances are unsecured, interest free and are repayable at terms
mutually agreed upon between the parties involved.
16. HIRE PURCHASE CREDITORS
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Gross instalments 156,108 164,457 103,530 50,388
Less: Interest in suspense (23,433) (39,121) (20,866) (11,832)
132,675 125,336 82,664 38,556
Amount repayable within 1 year (63,630) (70,728) (13,619) (26,718)
Amount repayable after 1 year but not later than 5 years 69,045 54,608 69,045 11,838
- 32 -
17. TERM LOAN - SECURED
GROUP
2001 2000
RM RM
Term loan - repayable within 1 year 1,032,206 3,662,206
The above term loan bears interest at rates ranging from 7% to 8.05% (2000 : 7%
to 8%) per annum and is repayable as follows:-
(a) payments totalling RM600,000/- is to be made through redemption of 12 units
of the lots at RM50,000/- per unit;
(b) first 12 monthly instalments of RM25,000/- commencing on 31st May, 2000;
(c) second 5 monthly instalments of RM360,000/-; and
(d) a final instalment of RM362,206/-.
The term loan is secured on the following:-
(a) a debenture over the assets of a subsidiary company including a first legal
charge over the development land;
(b) assignment of sales proceeds from a phase of the development project; and
(c) a corporate guarantee from the Company.
18. SHARE CAPITAL
GROUP/COMPANY
2001 2000
RM RM
Ordinary shares of RM1/- each
Authorised:
500,000,000 ordinary shares 500,000,000 500,000,000
Issued and fully paid:
At beginning of the year 100,844,060 20,168,412
Allotted during the year - 80,673,648
Warrants exercised during the year - 2,000
Conversion of Irredeemable Convertible
Unsecured Loan Stocks 2000/2010 ("ICULS") 146,379,310 -
At end of the year 247,223,370 100,844,060
- 33 -
During the financial year, RM169,800,000/- nominal value of ICULS has been
converted into 146,379,310 fully paid ordinary shares of RM1/- each of the
Company at a conversion price of RM1.16 per share.
The new shares issued rank pari passu in all respect with the existing ordinary
shares of the Company.
As at year end, the number of unexercised detachable warrants 2000/2010 of the
Company was 40,335,824 (2000 : 40,335,824). The exercise price of these warrants
is at RM1.16 per new ordinary share of the Company.
19. RESERVES
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
NON-DISTRIBUTABLE
Reserve on consolidation 212,472 212,472 - -
Share premium 28,133,307 4,712,617 28,133,307 4,712,617
28,345,779 4,925,089 28,133,307 4,712,617
DISTRIBUTABLE
Accumulated losses * (20,849,727)(21,438,388) (24,698,364) (20,678,256)
Profit on sales of properties 2,371,237 2,371,237 3,363,987 3,363,987
(18,478,490)(19,067,151) (21,334,377) (17,314,269)
9,867,289 (14,142,062) 6,798,930 (12,601,652)
*Accumulated By:-
The Company (24,698,364)(20,678,256)
Subsidiary companies 3,848,637 (760,132)
(20,849,727)(21,438,388)
20. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2000/2010
("ICULS")
GROUP/COMPANY
2001 2000
RM RM
At beginning of the year 284,500,000 -
Issued during the year - 284,500,000
Converted during the year (169,800,000) -
At end of the year 114,700,000 284,500,000
- 34 -
The ICULS at nominal value of RM1/- each were issued on 2nd February, 2000 and
are constituted by a Trust Deed dated 28th January, 2000 made between the
Company and the trustee for the holders of the ICULS. The main feature of the
ICULS are as follows:-
(a) the ICULS may be convertible at a conversion price of RM1.16 nominal value
of ICULS for each new ordinary share of RM1/- each in the Company on the
following staggered conversion period:-
Year Of ICULS In Issue Percentage Convertible
First Up to maximum of 30% of their holding
Second Up to maximum of 30% of their holding
Third Up to maximum of 40% of their holding
(b) the remaining ICULS shall be converted into fully paid ordinary shares of
RM1/-each in the Company on the maturity date of ten years from the date of
issue of the ICULS at the rate of RM1.16 nominal value of the ICULS; and
(c) upon conversion of the ICULS into new ordinary shares, such shares should
rank pari passu in all respect with the existing ordinary shares of the Company
in issue at the time of conversion except that they would not be entitled to
any rights allotment, dividends or other distributions declared in respect of a
financial year on or before the financial year in which the ICULS are converted
or any interim dividend declared on or before the date of conversion of the
ICULS.
During the financial year, RM169,800,000/- nominal value of ICULS has been
converted into 146,379,310 fully paid ordinary shares of RM1/- each of the
Company at a conversion price of RM1.16 nominal value of the ICULS.
21. DEFERRED TAXATION
GROUP
2001 2000
RM RM
At beginning of the year 40,883,899 35,346,674
Transfer to income statements (note 24) (628,263) (2,449,209)
Adjustment to Group cost - 7,986,434
At end of the year 40,255,636 40,883,899
- 35 -
The above deferred tax is in respect of:-
GROUP
2001 2000
RM RM
Deferred tax liability on timing differences arising from
revaluation surplus as a result of revaluation of
development properties in the subsidiary companies 41,207,536 41,835,799
Others (951,900) (951,900)
40,255,636 40,883,899
The adjustment to Group cost is in respect of underprovision of deferred tax on
fair value of development properties which were acquired in 1999.
The estimated deferred tax liabilities/(benefits) arising from timing
differences not provided in the financial statements are as follows:-
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Capital allowances claimed
in excess of depreciation
charge 600,000 1,026,300 (29,000) (74,700)
Unrelieved tax losses (5,633,000) (5,069,000) (4,648,000) (4,228,000)
Unabsorbed capital allowance (2,708,000) (2,154,000) (154,000) (101,000)
Others (653,000) (530,000) - -
(8,394,000) (6,726,700) (4,831,000) (4,403,700)
The estimated unrelieved tax losses and unabsorbed capital allowances are subject
to agreement by the Inland Revenue Board and are not available for set-off
within the Group.
- 36 -
22. OPERATING REVENUE
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Revenue comprises the following:-
Revenue from completed and
uncompleted development properties
sold including commercial and residential lots 23,826,851 40,437,672 - -
Sales of bricks - 3,150 - -
Management fee received and receivable - - 1,349,536 933,829
23,826,851 40,440,822 1,349,536 933,829
23. PROFIT/(LOSS) BEFORE TAXATION
(a) Profit/(Loss) before taxation is arrived at after charging/(crediting):-
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Auditors' remuneration
- current year 47,000 49,500 20,000 20,000
- underprovision in prior year 3,000 - - -
Bad debt written off - 287,229 - 287,229
Bank overdraft interest - 34,874 - -
Professional fees incurred on corporate exercise 2,298,451 - 2,298,451 -
Depreciation of property, plant and equipment 1,878,172 1,838,956 143,527 64,635
Directors' remuneration
- fees 118,472 - 118,472 -
- other emoluments 529,312 399,674 529,312 399,674
Hire purchase interest 43,181 36,915 13,446 8,334
Impairment loss on property, plant and equipment 800,000 - - -
Loss on disposal of quoted investment - 3,905 - 3,905
Office rental 261,360 234,600 261,360 234,600
Write down inventories to net realisable value 93,973 - - -
- 37 -
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Provision for diminution in value of quoted shares - 129,164 - 129,164
Provision of doubtful debts 141,325 - 56,873 -
Preliminary expenses written off - 5,833 - -
Pre-operating expenses written off - 26,959 - -
Term loan interest - 270,791 - -
Dividend revenue (19,786) (10,561) (19,520) (10,281)
Gain on disposal of property, plant and equipment (66,807) (80,608) (66,807) -
Interest revenue (664,955) (544,533) (457,958) (531,932)
Rental revenue (125,632) (51,895) (125,632) (51,895)
Provision of doubtful debt no longer required - (37,327) - (37,327)
(b) Employees Information
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Staff costs 2,381,527 1,544,617 2,332,868 1,466,858
The number of employees of the Group and of the Company as at financial year end
were 49 (2000 : 45) and 48 (2000 : 45) respectively.
24. TAXATION
GROUP
2001 2000
RM RM
Based on results for the year 3,381,270 5,430,235
Overprovision in prior year (835,793) (1,953)
Transfer to deferred taxation (note 21) (628,263)(2,449,209)
1,917,214 2,979,073
The effective tax rate of the Group is higher than the standard tax rate as
there is no Group relief for losses suffered by certain subsidiary companies and
certain expenses were disallowed for tax purposes.
- 38 -
The Company has estimated tax credit of RM6,440,000/- (2000 : RM6,440,000/-)
under Section 108 of the Income Tax Act, 1967, to frank future payment of
dividends of approximately RM16,560,000/- (2000 : RM16,560,000/-) without
incurring additional tax liability, subject to agreement by Inland Revenue Board.
The Group and the Company have the following estimated unrelieved tax losses and
unabsorbed capital allowances available for set off against future taxable
profits, subject to agreement by the Inland Revenue Board:-
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Unrelieved tax losses 20,119,000 18,104,000 16,600,000 15,100,000
Unabsorbed capital allowances 9,673,000 7,693,000 550,000 360,000
29,792,000 25,797,000 17,150,000 15,460,000
The Group has approximately RMl3,882,000/- (2000 : RM13,882,000/-) tax exempt
income available for distribution by way of tax exempt dividend, subject to
agreement by the Inland Revenue Board. The tax exempt income account is in
respect of chargeable income for the year ended 31st October, 1999 of which
income tax has been waived.
25. EARNINGS PER SHARE
The basic earnings per share of the Group is calculated by dividing the Group's
profit for the year of RM588,661/- (2000 : RM4,331,451/-) by the weighted
average number of ordinary shares in issue during the year of 162,029,405
(2000 : 81,681,224) ordinary shares of RM1/- each.
The fully diluted earnings per ordinary share for the year has been calculated
based on the net profit for the year of RM588,661/- (2000 : RM5,215,924/-
adjusted net profit for the year) and on the adjusted weighted average number of
ordinary shares issued and issuable of 346,102,681 (2000 : 272,165,971) shares.
The adjusted net profit for the year 2000 has been arrived at after adding back
notional saving (net of tax) on the cost of borrowing and notional interest
income from fixed deposits (net of tax). The adjusted weighted average number
of ordinary shares issued and issuable has been arrived at based on the
assumption that all the warrant and ICULS issued are convened into
ordinary shares at the respective conversion date.
26. ACQUISITION OF SUBSIDIARY COMPANIES
During the year, the Company had acquired 2 ordinary shares of RM1/- each
comprising the entire equity interest in Petaling Ventures Sdn. Bhd. (formerly
known as Intensive Strategies Sdn. Bhd.) for a purchase consideration of RM2/.
(In year 2000, the Company acquired Ukaylake Country Club Sdn. Bhd.).
- 39 -
(a) The effect of the acquisition on the consolidated financial position of the
Group at the year end is as follows:-
2001 2000
RM RM
Inter-company balance (1,798) -
Decrease in Group's net assets (1,798) -
(b) The effect of the acquisition on the consolidated financial results of the
Group for the current period from date of acquisition was as follows:-
2001 2000
RM RM
Administrative costs (1,798) -
Loss before taxation (1,798) -
(c) Cash flow on acquisition.
GROUP
2001 2000
RM RM
Intangible assets - 7,190
Cash deposits and bank balances 2 2,000
Creditors - (9,188)
Total Purchase Consideration 2 2
Less: Cash and cash equivalents acquired (2) (2,000)
Cash Flow On Acquisition, Net of Cash and
Cash Equivalents Acquired - (1,998)
27. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
During the year, the Group and the Company acquired property, plant and
equipment with aggregate costs of RM330,859/- (2000 : RM63,881/-) of which
RM84,000/- (2000: Nil) was acquired by means of hire purchase. Cash payments of
RM246,859/- (2000: RM63,881/-) were made to purchase property, plant and
equipment.
28. CASH AND CASH EQUIVALENTS
GROUP COMPANY
2001 2000 2001 2000
RM RM RM RM
Deposits with licensed banks - 33,674,000 - 33,235,000
Cash and bank balances 2,335,165 4,857,535 319,238 1,011,386
2,335,165 38,531,535 319,238 34,246,386
- 40 -
Included in cash and bank balances of the Group are amounts totalling
RM99l,801/-(2000 : Nil) held under housing development account maintained
pursuant to the requirements of the Housing Developers (Housing Development
Account) Regulations, 1991, which are not freely available for use.
29. CONTINGENT LIABILITIES - UNSECURED
COMPANY
2001 2000
RM RM
In respect of corporate guarantee for term loan
facility granted to a subsidiary company as stated
in note 17 to the financial statements 1,032,206 3,662,206
30. SIGNIFICANT RELATED PARTIES TRANSACTIONS
Significant related parties transactions for the year are as follows:-
COMPANY
2001 2000
RM RM
(i) Companies in which a director of the
Company, Tan Sri Dr. Chen Lip Keong, has substantial direct
and indirect financial interest:-
Office rental paid and payable to FACB Resorts Berhad. 261,360 217,800
Contract costs paid and payable to Arosa Builders Sdn.
Bhd., a subsidiary company of FACB Resorts Berhad, for a
contract awarded on 21st August, 1997 1,382,843 3,435,201
Travelling expenses paid to First Travel and
Tours Sdn. Bhd., a subsidiary company of
FACB Resorts Berhad. 58,900 90,014
Contract costs paid and payable to FACB
Construction Sdn. Bhd., a subsidiary company
of FACB Resorts Berhad., for a contract
awarded on 18th November, 2000 617,321 -
(ii) Legal services charged by a firm in which a director
of the Company, Wong Swee Min, has substantial interest - 395,093
(iii) Management fee charged to subsidiary
companies (1,349,536) (933,829)
The Directors are of the opinion that the above transactions have been entered
in the normal course of business and have been established under terms mutually
agreed upon between the parties concerned.
- 41 -
31. SEGMENT ANALYSIS
SEGMENTAL INFORMATION - BY ACTIVITY
(LOSS)/PROFIT TOTAL
OPERATING BEFORE ASSETS
REVENUE TAXATION EMPLOYED
RM RM RM
2001
Investment holding - (5,429,931) 1,313,666
Manufacturing - (2,691,065) 13,888,301
Property development 23,826,851 10,626,871 434,589,223
23,826,851 2,505,875 449,791,190
2000
Investment holding - (2,562,269) 36,208,833
Manufacturing 3,150 (2,162,324) 16,755,241
Property development 40,437,672 12,035,117 423,277,892
40,440,822 7,310,524 476,241,966
As the Group operates within one geographical segment, geographical segment
analysis is not applicable.
32. REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
(a) Registered Office
Level 19, Menara PanGlobal, No. 8, Lorong P. Ramlee, 50250 Kuala Lumpur.
(b) Principal Place of Business
Level 18, Menara PanGlobal, No. 8. Lorong P.Ramlee, 50250 Kuala Lumpur.
- 42 -
DETAILED INCOME STATEMENT
FOR THE YEAR ENDED 31ST OCTOBER, 2001
2001 2000
RM RM
OPERATING REVENUE
Management fee 1,349,536 933,829
OTHER OPERATING REVENUE
Dividend revenue 19,520 10,281
Gain on disposal of property, plant and equipment 66,807 -
Gain on foreign exchange 3,896 -
Overprovision of retrenchment benefit - 63,497
Provision for doubtful debts no longer required - 37,327
Interest revenue 457,958 531,932
Rental revenue 125,632 51,895
Sundry revenue 35,959 154,335
2,059,308 1,783,096
LESS:
DISTRIBUTION COSTS - SCHEDULE A 21,883 33,934
ADMINISTRATIVE COSTS - SCHEDULE B 3,506,261 2,431,716
OTHER OPERATING COSTS - SCHEDULE C 2,534,916 869,000
FINANCE COSTS - SCHEDULE D 16,356 10,179
(6,079,416) (3,344,829)
LOSS FOR THE YEAR (4,020,108) (1,561,733)
(This statement is prepared for management purposes only and
does not form part of the audited financial statements of the Company)
- 43 -
SCHEDULE OF DISTRIBUTION COSTS
FOR THE YEAR ENDED 31ST OCTOBER, 2001
2001 2000
RM RM
SCHEDULE A
Advertising expenses 14,316 12,621
Travelling expenses 7,567 21,313
21,883 33,934
(This statement is prepared for management purposes only and
does not form part of the audited financial statements of the Company)
- 44 -
SCHEDULE OF ADMINISTRATIVE COSTS
FOR THE YEAR ENDED 31ST OCTOBER, 2001
2001 2000
RM RM
SCHEDULE B
Audit - fee 20,000 20,000
- service tax 1,000 1,000
Bonus 11,368 38,666
Broker fees - 28
Business promotion 77,091 63,966
Depreciation of property, plant and equipment 143,527 64,635
Directors' remuneration - fees 118,472 -
- other emoluments 529,312 399,674
Electricity 8,403 10,883
Employees' Provident Fund and Socso 168,500 102,946
Entertainment 7,622 13,296
ICULS and warrants maintenance 50,750 -
Insurance and licence fee 22,050 9,614
Medical expenses 13,687 5,386
Office rental 261,360 234,600
Postage 778 797
Printing and stationery 27,717 36,264
Professional fees - current year 19,609 58,105
- overprovision in prior year - (4,841)
Quit rent and assessment 95,600 154,896
Salaries, allowances and overtime 1,581,774 967,983
Secretarial fees 58,647 74,912
Share registration fee 113,931 90,993
Staff welfare and refreshment 18,835 21,039
Stamp duty 77,163 -
Subscription fees 4,792 2,781
Sundry expenses 96 450
Telephone charges 43,462 47,019
Upkeep of motor vehicles 15,947 6,745
Upkeep of office 3,666 5,264
Upkeep of office equipment 11,102 4,615
3,506,261 2,431,716
(This statement is prepared for management purposes only and
does not form part of the audited financial statements of the Company)
- 45 -
SCHEDULE OF OTHER OPERATING COST
FOR THE YEAR ENDED 31ST OCTOBER, 2001
2001 2000
RM RM
SCHEDULE C
Bad debts written off - 287,229
Professional fees 2,298,451 -
Donation 5,180 1,300
Electricity on dredge 39,947 30,584
Labour costs 9,392 369,504
Loss on disposal of quoted shares - 3,905
Mines maintenance costs 85,106 41,560
Penalty 6,875 3,584
Provision for diminution in value of quoted shares - 129,164
Provision for doubtful debts 56,873 -
Transportation 19,467 -
Upkeep of office - 2,170
Valuation fees 13,625 -
2,534,916 869,000
(This statement is prepared for management purposes only and
does not form part of the audited financial statements of the Company)
- 46 -
SCHEDULE OF FINANCE COSTS
FOR THE YEAR ENDED 31ST OCTOBER, 2001
2001 2000
RM RM
SCHEDULE D
Bank charges 2,910 1,845
Hire purchase interest 13,446 8,334
16,356 10,179
(This statement is prepared for management purposes only and
does not form part of the audited financial statements of the Company)
- 47 -
This information is provided by RNS
The company news service from the London Stock Exchange
Petards (LSE:PEG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Petards (LSE:PEG)
Historical Stock Chart
From Jul 2023 to Jul 2024
