Professional Documents
Culture Documents
Company No:
165126 - M
CONTENTS PAGE
CORPORATE INFORMATION 1 - 2
DIRECTORS’ REPORT 3 - 7
STATEMENT BY DIRECTORS 8
STATUTORY DECLARATION 8
BALANCE SHEET 14
BOARD OF DIRECTORS: Tan Sri Dato’ Wan Sidek bin Hj. Wan Abdul Rahman
PSM, SPSK, SIMP, DSAP, PNBS, JMN, KMN,
PJK
Datuk Ahmad Zabri bin Ibrahim
KMN, JSM, DPMS, DPMP, PJN
Abd. Malek bin Hormat
Dato’ Bahador Shah bin Md Isa
Chong Kee Ling, JP
Fauzi bin Haji Omar
Lim Eu Keong
Public Accountants
15th Floor, Wisma Hamzah Kwong Hing
No. 1, Leboh Ampang
50100 Kuala Lumpur
The directors hereby submit their report together with the audited accounts of the Group and of
the Company for the financial year ended 31 March 2000.
PRINCIPAL ACTIVITIES
The principal activities of the Company are that of investment holding and provision of corporate
and financial support to its subsidiary companies. The activities of the subsidiary companies are
set out in Note 6 to the Accounts.
There have been no significant changes in the nature of these activities during the financial year.
FINANCIAL RESULTS
Group Company
RM RM
Loss after taxation 121,190,870 127,905,018
Minority interests (39,735) -
121,151,135 127,905,018
Accumulated losses brought forward 441,671,392 611,732,723
DIVIDENDS
No dividends have been paid or declared by the Company since the end of the previous financial
year. The directors do not recommend any dividend in respect of the financial year ended 31
March 2000.
There were no material transfers to or from reserves or provisions during the financial year except
as disclosed in the Accounts.
The Company has not issued any new shares or debentures during the financial year.
6
Company No:
165126 - M
DIRECTORS
The directors who have held office since the date of the last report are:-
Tan Sri Dato’ Wan Sidek bin Hj. Wan Abdul Rahman
Abd. Malek bin Hormat
Chong Kee Ling, JP
Fauzi bin Haji Omar (Appointed on 21.12.1999)
Dato’ Bahador Shah bin Md Isa (Appointed on 17.1.2000)
Datuk Ahmad Zabri bin Ibrahim (Appointed on 17.6.2000)
Lim Eu Keong (Appointed on 17.6.2000)
Dato’ Yap Ping Kon (Retired on 30.11.1999)
In accordance with Article 92 of the Company’s Articles of Association, Tan Sri Dato’ Wan
Sidek bin Hj. Wan Abdul Rahman retires by rotation at the forthcoming Annual General Meeting
and, being eligible, offers himself for re-election.
In accordance with Article 98 of the Company’s Articles of Association, Dato’ Bahador Shah bin
Md Isa, Datuk Ahmad Zabri bin Ibrahim, Fauzi bin Haji Omar and Lim Eu Keong retire at the
forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings kept by the Company under Section 134 of
the Companies Act, 1965, the interests of the directors in the ordinary shares of the Company
during the financial year were as follows:-
DIRECTORS’ BENEFITS
No director of the Company has since the end of the previous financial year received or become
entitled to receive any benefit (other than benefits disclosed as directors’ remuneration in the notes
to the Accounts) 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.
There were no arrangements during and at the end of the financial year, to which the Company is
a party, which had the object of enabling directors of the Company to acquire benefits by means
of the acquisition of shares in or debentures of the Company or any other body corporate.
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Company No:
165126 - M
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE
COMPANY:-
(a) Before the profit and loss accounts and balance sheets of the Group and of the
Company were made out, the directors took reasonable steps:-
(i) to ascertain that proper action had been taken in relation to the writing off of
bad debts and the making of provision for doubtful debts and have satisfied
themselves that all known bad debts had been written off and that adequate
provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their book
values in the ordinary course of business had been written down to their
estimated realisable values.
(b) In the opinion of the directors, the results of the operations of the Group and of the
Company during the financial year have not been substantially affected by any item,
transaction or event of a material and unusual nature, except as disclosed in this
report under Significant Events.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS
REPORT
(c) Apart from the uncertainties arising from the Group’s and the Company’s debt
restructuring scheme, which has a bearing on the Group’s and Company’s status as
going concerns, as detailed in Note 3 to the Accounts, the directors are not aware
of any circumstances:-
(i) which would render the amount written off for bad debts or the provision for
doubtful debts inadequate to any substantial extent; or
(ii) which would render the values attributed to current assets in the accounts of
the Group and of the Company misleading; or
(iii) which have arisen which would render adherence to the existing methods of
valuation of assets or liabilities of the Group and of the Company misleading or
inappropriate.
(d) In the opinion of the directors, apart from the uncertainties arising from the Group’s
and the Company’s debt restructuring scheme, which has a bearing on the Group’s
and Company’s status as going concerns, as detailed in Note 3 to the Accounts:-
(i) there has not arisen in the interval between the end of the financial year and
the date of this report any other item, transaction or event of a material and
unusual nature likely to affect substantially the results of the operations of the
Group or of the Company for the financial year in which this report is made;
and
(e) There are no charges on the assets of the Company and its subsidia ry companies
which have arisen since the end of the financial year to secure the liabilities of any
other person.
(f) There are no contingent liabilities which have arisen since the end of the financial
year.
(g) The directors are not aware of any circumstances not otherwise dealt with in the
report or accounts which would render any amount stated in the accounts of the
Group and of the Company misleading.
SIGNIFICANT EVENTS
(a) On 8 June 2000, as part of the debt restructuring scheme, the Company and Dato’
Patrick Lim Soo Kit, as agent for all the shareholders (“Equine Vendors”) of
Taman Equine (M) Sdn. Bhd. (“TESB”), entered into an agreement to facilitate the
proposed acquisition of the entire issued and paid-up capital of TESB comprising
1,500,000 ordinary shares of RM1.00 each.
Prior to the finalisation of the debt restructuring scheme, the Equine Vendors are
prohibited from disposing their equity interests in TESB and the Company is
required to ensure that the Company will not undertake any arrangement which
would result in a change in the control of the Company.
(b) On 30 June 2000, in order to facilitate the debt restructuring scheme, Special
Administrators were appointed by Pengurusan Danaharta Nasional Berhad,
pursuant to Section 23 of the Pengurusan Danaharta Nasional Berhad Act 1998:-
(i) to take possession of the assets of the Company;
(ii) to manage the business and operations of the Company; and
(iii) to assess the business viability of the Company.
The Special Administrators shall prepare and submit a debt restructuring proposal to
Pengurusan Danaharta Nasional Berhad for the Company to continue as a going
concern. In order to preserve the assets of the Company until the Special
Administrators are able to complete their tasks, a twelve-month moratorium on any
legal action by creditors has taken effect immediately upon the appointment of the
Special Administrators.
9
Company No:
165126 - M
AUDITORS
The auditors, Messrs. BDO Binder, have expressed their willingness to continue in office.
....................................................................
Tan Sri Dato’ Wan Sidek bin Hj. Wan
Abdul Rahman
....................................................................
Abd. Malek bin Hormat
Kuala Lumpur
10
Company No:
165126 - M
In the opinion of the directors, the accounts set out on pages 11 to 52 have been drawn up in
accordance with applicable approved accounting standards so as to give a true and fair view of:-
(i) the state of affairs of the Group and of the Company as at 31 March 2000 and of their
results for the financial year then ended; and
(ii) the cash flows of the Group for the financial year ended 31 March 2000.
……………………………………………
Tan Sri Dato’ Wan Sidek bin Hj. Wan )
Abdul Rahman )
)
) DIRECTORS
)
)
…………………………………………… )
Abd. Malek bin Hormat
Kuala Lumpur
STATUTORY DECLARATION
I, Khoo Chiew Wah, being the officer primarily responsible for the financial management of
Kuala Lumpur Industries Holdings Berhad (Special Administrators Appointed), do solemnly and
sincerely declare that the accounts set out on pages 11 to 52 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.
Before me:-
11
Company No:
165126 - M
We have audited the accounts set out on pages 11 to 52. The preparation of the accounts is the
responsibility of the directors. Our responsibility is to express an opinion on the accounts based on
our audit.
We conducted our audit in accordance with approved standards on auditing, except that the scope
of our work was limited as explained below. The approved standards on auditing require that we
plan and perform the audit to obtain reasonable assurance about whether the accounts are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the accounts. An audit also includes assessing the accounting
principles used and significant estimates made by the directors, as well as evaluating the overall
accounts presentation. We believe that our audit provides a reasonable basis for our opinion.
However, the evidence available to us was limited as follows:-
(b) Investments
As detailed in Notes 12(a) and 13 to the Accounts, the Group’s interest in a joint venture in
the Republic of Uzbekistan which is held by a subsidiary company, Crystal Mist Sdn. Bhd.
(“CMSB”) amounts to RM86,156,627 and the related goodwill has a carrying value of
RM29,685,615.
The joint venture agreement, signed between CMSB and a company in the Republic of
Uzbekistan has since expired and renovation and refurbishment work on the project by
CMSB has ceased. Although an extension to the agreement was granted, no further work
has since been carried out by CMSB.
12
Company No:
165126 - M
As the completion of the joint venture project would require further substantial financial
commitments on the part of CMSB, we are unable to determine if CMSB or the Group will
have adequate resources to complete the said project. Should the inadequacy of resources
result in the termination of the joint venture, the carrying value of the investment and its
related goodwill may need to be written down.
In view of the significance of the matters referred to above, we are unable to form an opinion as
to whether the accounts have been properly drawn up in accordance with applicable approved
accounting standards, so as to give a true and fair view of the state of affairs of the Group and of
the Company as at 31 March 2000 and of their results and the cash flows of the Group for the
financial year then ended and comply with the Companies Act, 1965.
However, in our opinion, the accounting and other records and the registers required by the Act to
be kept by the Company and its subsidiary companies of which we acted as auditors have been
properly kept in accordance with the provisions of the Act.
We have considered the accounts and the auditors’ report of a subsidiary company of which we
have not acted as auditors, as shown in Note 6 to the Accounts being accounts that have been
included in the consolidated accounts.
We are satisfied that the accounts of the subsidiary companies that have been consolidated with
the Company’s accounts are in form and content appropriate and proper for the purposes of the
preparation of the consolidated accounts and we have received satisfactory information and
explanation as required for those purposes.
The auditors’ reports on the accounts of the subsidiary companies that have been consolidated
were not subject to any qualification and did not include any comment made under Section 174(3)
of the Act except as detailed in Note 6 to the Accounts.
BDO Binder
AF : 0206
Public Accountants
Kuala Lumpur
13
Company No:
165126 - M
KUALA LUMPUR INDUSTRIES HOLDINGS BERHAD (165126 - M)
(Special Administrators Appointed)
(Incorporated in Malaysia)
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2000
2000 1999
ASSETS EMPLOYED NOTE RM RM
FIXED ASSETS 5 100,789,016 98,256,178
INTEREST IN UNCONSOLIDATED
SUBSIDIARY COMPANIES 7 - 40,075,323
INTEREST IN ASSOCIATED COMPANIES 8 27,383,991 66,758,120
INVESTMENTS 9 161,062,054 121,344,788
INVESTMENT PROPERTIES 10 13,064,658 13,069,684
LAND AND DEVELOPMENT EXPENDITURE 11(a) 110,057,324 110,209,919
INTEREST IN JOINT VENTURES 12(a) 86,156,627 82,144,180
GOODWILL ON CONSOLIDATION 13 29,685,615 21,314,654
CURRENT ASSETS
Land and development expenditure 11(b) 74,364,968 78,956,629
Interest in joint ventures 12(b) - 1
Stocks 14 7,595,607 11,095,105
Trade debtors 15 4,205,444 4,584,195
Outstanding premiums 16 9,406,572 10,957,481
Due from reinsurers/ceding companies and
co-insurers 17 7,991,681 6,074,957
Lease receivable 18 - -
Other debtors, deposits and prepayments 19 38,997,759 36,582,665
Cash and bank balances 20 158,516,440 208,303,093
301,078,471 356,554,126
CURRENT LIABILITIES
Trade creditors 38,898,789 43,353,396
Due to reinsurers/ceding companies and
co-insurers 18,655,399 24,753,283
Due to agents/brokers and insureds 7,043,934 3,061,730
Claims admitted/intimated but not paid 21 169,522,621 178,410,142
Other creditors and accruals 177,084,344 128,574,834
Lease and hire purchase creditors 22 1,125,668 1,800,653
Short term borrowings 23 410,522,314 405,534,190
Provision for taxation 19,409,884 13,820,594
842,262,953 799,308,822
NET CURRENT LIABILITIES (541,184,482) (442,754,696)
EXPENDITURE CARRIED FORWARD 24 67,381 59,619
(12,917,816) 110,477,769
2000 1999
NOTE RM RM
REPRESENTED BY
(74,152,992) 46,998,143
(12,917,816) 110,477,769
2000 1999
NOTE RM RM
2000 1999
ASSETS EMPLOYED NOTE RM RM
INVESTMENTS 9 - 807,106
CURRENT ASSETS
8,352,839 10,189,713
CURRENT LIABILITIES
470,984,851 426,782,704
(253,038,968) (125,133,950)
REPRESENTED BY
(253,038,968) (125,133,950)
2000 1999
NOTE RM RM
TAXATION 33 (4,567,986) -
2000 1999
RM RM
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss before taxation and minority interests (110,703,905) (58,692,147)
Adjustments for:-
Accretion of discounts (1,583,005) (1,027,996)
Amortisation of premium 568,147 428,691
Bad and doubtful debts 230,395 99,613
Bad debts recovered (6,500) (4,338)
Depreciation of fixed assets 4,500,342 4,967,784
Development expenditure written back (770,460) (2,813,726)
Dividend income (573,400) (320,403)
Fixed assets written down/off 3,202,297 14,419
Gain on disposal of fixed assets (74,570) (6,293)
Realisation of reserves on consolidation (8,370,961) -
Investments written off 2,000 -
Investments written down 24,069,959 -
Decrease in reserves for unexpired risks (2,110,913) (10,451,127)
Interest expenses 39,310,799 47,848,305
Interest income (13,034,155) (23,685,407)
(Gain)/Loss on disposal of investments (9,073,184) 118,327
Provision/(Write back) of liquidated and ascertained
damages 525,376 (23,456)
Write back of provision for diminution in value of
investments (32,321,947) -
Provision for diminution in value of investments 797,656 6,987,679
Investment in unconsolidated subsidiary companies
written off 40,075,323 -
Provision for diminution in value of associated companies 43,975,529 -
Provision for doubtful debts 3,678,978 29,376,463
Provision for retirement benefits 404,736 307,590
Share of profit retained in associated companies (5,062,800) (2,875,793)
Operating loss before working capital changes (22,344,263) (9,751,815)
Increase in land and development expenditure 4,282,312 9,655,381
Increase in interest in joint ventures (5,940,641) (9,725,778)
Decrease in stocks 4,731,902 12,112
Increase in debtors (3,523,365) (10,700,596)
Decrease/(Increase) in outstanding premiums 1,614,581 (2,650,011)
(Increase)/Decrease in reinsurers balances (8,057,522) 1,774,639
Increase in creditors 3,079,636 6,146,305
Increase/(Decrease) in amount due to agents/brokers and
insureds 3,982,204 (522,218)
(Decrease)/Increase in claims admitted/intimated but not
paid (8,887,521) 3,642,286
Cash used in operations (31,062,677) (12,119,695)
19
Company No:
165126 - M
2000 1999
RM RM
Cash used in operations (31,062,677) (12,119,695)
Cash and cash equivalents included in the cash flow statement comprise the following
balance sheet amounts:-
2000 1999
RM RM
129,694,834 183,807,129
Less: Fixed deposits for redemption of properties (868,079) (868,079)
128,826,755 182,939,050
Included in the above are cash and bank balances amounting to RM2,896,889 (1999:
RM3,989,042) and fixed and other deposits with financial institutions amounting to
RM153,954,067 (1999: RM202,737,042) which represent the insurance fund of a subsidiary
company to meet its liabilities and expenses attributable to that insurance fund. These
assets cannot be pledged or charged without the prior written approval from Bank Negara
Malaysia.
Included in the fixed deposits with financial institutions is an amount of RM868,079 (1999:
RM868,079) received from the purchasers of properties belonging to a subsidiary company,
for the purpose of redemption of titles of properties pledged to a financial institution for
credit facility granted to the Company.
1. PRINCIPAL ACTIVITIES
The principal activities of the Company are that of investment holding and provision of
corporate and financial support to its subsidiary companies. The activities of the subsidiary
companies are set out in Note 6 to the Accounts.
There have been no significant changes in the nature of these activities during the financial
year.
The accounts 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.
As at 31 March 2000, the net current liabilities of the Group and of the Company amounting to
RM541,184,482 and RM462,632,012 respectively; and a deficit in shareholders’ funds of the
Group and of the Company amounting to RM74,152,992 and RM253,038,968 respectively,
indicate that the Group and the Company may not be able to meet their liabilities as and when
they fall due.
As detailed in Note 38(II)(b) to the Accounts, on 30 June 2000, Special Administrators were
appointed by Pengurusan Danaharta Nasional Berhad, pursuant to Section 23 of the
Pengurusan Danaharta Nasional Berhad Act 1998, to take possession of the assets, manage
the business and operations of the Company and assess its business viability. The Special
Administrators shall prepare and submit a debt restructuring proposal to Pengurusan
Danaharta Nasional Berhad for the Company to continue as a going concern.
The accounts of the Group and the Company have been prepared on a going concern basis on
the assumption that the Group and the Company will continue in operational existence for the
foreseeable future. The validity of this assumption, however, depends critically on the
successful implementation of the debt restructuring scheme and the availability of financing to
meet their liabilities as and when they fall due.
22
Company No:
165126 - M
The accounts of the Group and of the Company have been prepared under the historical
cost convention modified by the revaluation of certain land and buildings.
Except for MECB and its subsidiary companies, which have been written off, as
detailed in Note 7 to the Accounts, the accounts of the Company and all other subsidiary
companies are consolidated using the ‘acquisition method’ of consolidation. All
significant inter-company transactions are eliminated on consolidation.
The excess of the cost of investments over the fair value of the net tangible assets of
the subsidiary companies determined at acquisition date is shown in the consolidated
balance sheet as goodwill on consolidation.
Associated companies are those companies in which the Company has long term equity
investment of between 20% and 50% and is in a position to exercise significant
influence over the financial and operating policies of the investee companies.
The Group’s share of the results of associated companies is included in the consolidated
profit and loss account and the Group’s share of post-acquisition retained profits and
reserves is added to the cost of investment in the consolidated balance sheet.
In line with the Group’s policy on goodwill, the premium on acquisition is evaluated on a
regular basis to determine the amount, if any, of the premium that should be written off.
The cost of investment in jointly controlled entities are amortised over the life of
the joint venture projects as defined in the terms of joint venture agreements
effective from commencement of operation of the jointly controlled entities.
The Group’s share of result in the jointly controlled entities are accounted for
using equity accounting based on the latest audited or management accounts.
23
Company No:
165126 - M
Profits from jointly controlled operations are recognised based on the percentage
of completion method. When foreseeable losses are anticipated in the operations,
full provision of these losses is made in the accounts.
Freehold land is not amortised. Long leasehold land is amortised over the terms of lease
of 52 to 99 years. Golf course is amortised over the term of lease of 58 years.
Depreciation on other fixed assets is calculated on the straight line basis based on their
estimated useful lives at the following annual rates:-
4.6 Investments
(i) Investments in subsidiary companie s are stated at cost less provision for permanent
diminution in value, if any.
(iii) Quoted investments, warrants, loan stocks and unit trusts are stated at the lower of
cost and market value determined on an aggregate basis by category of
investments except that if diminution in value of a particular investment is not
regarded as temporary, provision is made against the carrying value of that
investment accordingly.
(iv) Unquoted investments are stated at cost and provision is made for any permanent
diminution in value.
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Company No:
165126 - M
Investment properties are properties held for their investment potential and rental
income. These properties will be revalued at regular intervals of at least once in every
three to five years by independent professional valuers with additional valuations in the
intervening years where market conditions indicate that the carrying values of the
revalued assets are materially higher than the market values.
The development properties are stated at cost less provision for permanent diminution in
value, if any, and adjusted for attributable profits and provision for foreseeable losses.
Land and development expenditure include the cost of la nd under development, related
development costs common to the whole project including interest charges on bank
loans and overdrafts directly related to the financing of the development and direct
building costs.
Capitalisation of borrowing costs will cease when the assets are ready for their intended
use.
4.10 Stocks
Stocks are stated at the lower of cost and net realisable value. Cost comprises the
original cost of purchase plus the cost of bringing the stocks to their present condition
and location. Cost is determined on the first-in, first-out basis.
Known bad debts are written off and specific provisions are made for all debts which
are considered doubtful of recovery.
The underwriting results, other than those arising from inward treaty business, are
determined after taking into account inter-alia, reserves for unexpired risks and
outstanding claims.
25
Company No:
165126 - M
Premium income net of reinsurance is recognised based on booking dates and not
on inception dates as recommended in Malaysian Accounting Standard 3 (MAS 3)
and as prescribed by Bank Negara Malaysia (BNM) under Guidelines JPI/GPI 3.
However in accordance to Circular JPI 7/1994, an adjustment is made to account
for premiums by inception dates at the end of the financial year.
Premium income for treaty inward business is recognised on the date of receipt of
the accounts.
Reserves for unexpired risks (RUR) represent the portion of premium income not
yet earned at balance sheet date. RUR is computed with reference to the month
of accounting for the premium on the following bases:-
1/24th method for fire, engineering and marine hull with a deduction of 15%,
bonds and motor with a deduction of 10% and all other classes of business with
a deduction of 20% or actual commission incurred, whichever is lower; and
1/8 th method for overseas inward treaty business with a deduction of 20%.
Provision is made for the estimated cost of all claims together with related
expenses less reinsurance recoveries, in respect of claims notified but not settled
at the balance sheet date, using the best information available at that time.
Provision is also made for the cost of claims together with related expenses
incurred but not reported (“IBNR”) at balance sheet date, based on an actuarial
estimation by a qualified actuary using a mathematical method.
Assets acquired under hire purchase and finance lease agreements are capitalised at
their purchase cost and depreciated on the same basis as owned assets. The total
amount payable under the hire purchase and lease agreements is included under hire
purchase and lease creditors.
The interest element is charged to the profit and loss account over the period of the
agreements by using the sum-of-digits method.
The Company has adopted the financing method of accounting for its leasing business.
26
Company No:
165126 - M
Expenditure carried forward is reviewed at the end of each accounting period. Where
the carrying amount exceeds the value of expected future economic benefits, the
difference is charged to the profit and loss account.
All formation expenses incurred prior to incorporation and all expenses incurred prior to
commencement of operations are deferred and carried forward as preliminary and pre-
operating expenses respectively and are amortised in equal amounts over a period of
five years commencing in the first financial year of operations.
Expenses incurred for share issues are stated at cost and are written off against the
share premium account upon completion of share issues.
Deferred taxation is provided under the liability method in respect of all material timing
differences except where there is reasonable evidence that these timing differences will
not reverse in the foreseeable future.
Transactions in foreign currencies during the financial year are converted into Ringgit
Malaysia at rates of exchange approximating those ruling at the transaction dates.
Foreign currency monetary assets and liabilities at the balance sheet date are translated
into Ringgit Malaysia at rates of exchange approximating those ruling at that date. All
exchange gains or losses are dealt with in the profit and loss account.
(i) Profit from property development consists of profit from the sale of properties,
both completed and uncompleted. Profit on uncompleted properties is recognised
on the percentage of completion method.
Cash and cash equivalents consist of cash and bank balances, fixed and other deposits
with financial institutions and bank overdrafts.
(ii) proportionate sales value of contract works attributable to the percentage of work
performed;
(iii) invoiced value of goods sold net of sales tax and returns; and
(iv) interest income, insurance premiums, investment income, rental income, share
registration and secretarial fees.
5. FIXED ASSETS
Balance Balance
Group as at Written as at
2000 1 April 1999 Additions Disposals down/off 31 March 2000
RM RM RM RM RM
Cost unless otherwise
stated
Charge
Balance for the Balance
Group as at financial Written as at
2000 1 April 1999 year Disposals down/off 31 March 2000
RM RM RM RM RM
Accumulated
depreciation
Balance Balance
Company as at Written as at
2000 1 April 1999 Additions Disposals off 31 March 2000
RM RM RM RM RM
Cost
Charge
Balance for the Balance
Company as at financial Written as at
2000 1 April 1999 year Disposals off 31 March 2000
RM RM RM RM RM
Accumulated Depreciation
Balance Balance
Company as at Written as at
1999 1 April 1998 Additions Disposals off 31 March 1999
RM RM RM RM RM
Cost
Charge
Balance for the Balance
Company as at financial Written as at
1999 1 April 1998 year Disposals off 31 March 1999
RM RM RM RM RM
Accumulated Depreciation
Group Company
2000 1999 2000 1999
RM RM RM RM
Net Book Value
The freehold land and building of a subsidiary company were revalued by the directors in
1992, based on valuation reports prepared by independent professional valuers, at their open
market values on the ‘existing use’ basis. The valuation has not been updated as the directors
have not adopted a policy of regular revaluation. As permitted under the transitional
provisions of International Accounting Standard No. 16 (Revised) - Property, Plant and
Equipment, the assets are stated at their 1992 valuation less accumulated depreciation.
Had the revalued assets been carried at cost less depreciation, the carrying amounts would
have been:-
1999
Included in fixed assets are the following assets acquired under hire purchase and finance
lease agreements:-
Group
2000 1999
At cost: RM RM
1,957,918 2,693,351
Certain freehold and leasehold properties of the Group are charged to financial institutions for
banking facilities granted to the Group.
Certain long leasehold land are registered in the name of a third party and the title deed is in
the process of being transferred to the name of a subsidiary company.
Company
2000 1999
RM RM
184,126,272 202,626,272
56,802,911 53,754,430
Less: Amount due to subsidiary companies (50,675,866) (45,112,360)
190,253,317 211,268,342
The shares of a subsidiary company have been pledged to a financial institution for banking
facilities granted to the Company.
33
Company No:
165126 - M
(a) The details of the subsidiary companies incorporated in Malaysia are as follows:
Paid-up Effective
Share Interest
Name of Company Capital 2000 1999 Principal Activities
RM % %
Paid-up Effective
Share Interest
Name of Company Capital 2000 1999 Principal Activities
RM % %
All companies are audited by BDO Binder, Malaysia except for those marked * which is
audited by another firm.
35
Company No:
165126 - M
The auditors’ report on the accounts of all subsidiary companies except for The People’s
Insurance Company (Malaysia) Berhad was qualified on disclaimer of opinion due to the
uncertainty regarding the status of the subsidiary companies as going concerns and their
abilities to pay their liabilities as and when they fall due.
The ability of these subsidiary companies to continue to operate as going concerns will be
critically dependent on future profitable operations, continuing financial support from their
bankers and the approval and successful implementation of the Group’s debt restructuring
scheme.
The accounts of these subsidiary companies do not include the effects of any adjustments
which may be required should the going concern basis of preparing the accounts be
inappropriate.
Furthermore, the auditors’ report on the accounts of a subsidiary company, Crystal Mist Sdn.
Bhd. has also been qualified on the uncertainty of whether provision needs to be made
against the carrying value of an investment amounting to RM86,156,627.
Group Company
2000 1999 2000 1999
RM RM RM RM
- 40,075,323 - 64,966,000
Less: Provision for
diminution in value - - - (50,994,891)
- 40,075,323 - 13,971,109
- - - -
- 40,075,323 - 13,971,109
36
Company No:
165126 - M
The interest in unconsolidated subsidiary companies in the prior year consists of investment
in Malaysia Electric Corporation Berhad (“MECB”) and its subsidiary companies.
The amount due from unconsolidated subsidiary company of RM3,649,581 has been written
off as bad debts in the current year, for which a portion amounting to RM3,476,605 had
been provided as doubtful debts in the prior year.
Group Company
2000 1999 2000 1999
RM RM RM RM
Group
2000 1999
RM RM
Share of net tangible assets 17,484,147 12,882,747
Share of intangible assets 1,922,022 1,922,022
19,406,169 14,804,769
Premium on acquisition 96,953,350 96,953,350
116,359,519 111,758,119
Less: Provision for diminution in value (88,975,528) (44,999,999)
27,383,991 66,758,120
37
Company No:
165126 - M
The Group’s share of post acquisition results is based on unaudited management accounts.
9. INVESTMENTS
Group Company
2000 1999 2000 1999
RM RM RM RM
At cost:
Malaysian Government
Securities 6,505,764 17,492,117 - -
Amortisation of premiums
net of accretion of discounts (586,315) (1,370,087) - -
5,919,449 16,122,030 - -
Malaysian Government
Guaranteed Loans 19,032,000 - - -
Accretion of discounts net of
amortisation of premiums 290,412 - - -
19,322,412 - - -
44,535,343 57,575,120 - -
Quoted:-
Shares of corporations
- within Malaysia 71,817,204 68,464,954 - 40,480
- outside Malaysia - 24,240 - -
Debentures, bonds and unit
trusts quoted in Malaysia 3,750,299 2,166,163 - -
Loan stocks of corporations
quoted in Malaysia 378,792 - - -
9. INVESTMENTS (continued)
Group Company
2000 1999 2000 1999
RM RM RM RM
Market value:
Malaysian Government
Securities 6,154,995 16,085,238 - -
Malaysian Government
Guaranteed Loans 19,032,000 - - -
Quoted shares
- within Malaysia 58,712,934 15,031,886 - 5,300
- outside Malaysia - 8,000 - -
Debentures, unit trusts and
bonds 3,816,787 784,055 - -
Loan stocks of corporation 337,520 - - -
Certain quoted investments of the Group have been pledged to financial institutions for
credit facilities granted to the Company.
13,064,658 13,069,684
Certain freehold and leasehold properties of the Group are ple dged to financial institutions
for credit facilities granted to the Group.
Group
2000 1999
RM RM
(a) Non-current
At cost:
Long leasehold land held for future development 75,352,766 76,054,586
Development expenditure 34,704,558 34,155,333
110,057,324 110,209,919
40
Company No:
165126 - M
Included in the development expenditure are the following charges for the financial
year:-
Group
2000 1999
RM RM
(b) Current
At cost:
Long leasehold land 98,397,789 103,586,897
Development expenditure 89,913,448 89,663,821
188,311,237 193,250,718
Add: Attributable profits 20,362,590 22,276,192
208,673,827 215,526,910
Less: Progress billings (134,308,859) (136,570,281)
74,364,968 78,956,629
Included in the development expenditure are the following charges for the financial
year:-
Group
2000 1999
RM RM
Certain land and development properties belonging to the Group have been charged to
financial institutions to secure banking facilities granted to the Company and certain
subsidiary companies.
The long leasehold land of a subsidiary company is registered in the name of a third party
and the subdivided title deed has been obtained.
41
Company No:
165126 - M
Group
2000 1999
RM RM
(a) Jointly controlled entity
Group
2000 1999
RM RM
Auditors’ remuneration
- current year 5,950 5,950
- underprovision in prior years - (1,050)
Depreciation 794 2,849
Loan interest 5,858,369 6,263,890
Unrealised exchange (gain)/losses (1,933,099) 1,482,120
Fixed assets written off 4,111 -
The joint venture agreement, signed between CMSB and a company in the Republic of
Uzbekistan has since expired, renovation and refurbishment work on the project by CMSB
has ceased and an extension to the agreement was sought and granted. The completion of
the project would require additional financial commitments of approximately USD10,100,000
(RM38,380,000) by CMSB. However, no further work has since been carried out by
CMSB.
The interest in joint venture is charged to a financial institution for a credit facility granted to
CMSB.
42
Company No:
165126 - M
Group
2000 1999
RM RM
(b) Jointly controlled operations
- 44,960,260
Add: Attributable profits - 7,924,424
- 52,884,684
Less: Progress billings - (52,884,683)
- 1
The jointly controlled operations consisting of a project on the development of a hotel and
commercial complex is written off during the financial year, of which a provision for
diminution in value of RM4,515,642 was made in the previous financial year.
Group
2000 1999
RM RM
14. STOCKS
Group
2000 1999
RM RM
7,595,607 11,095,105
43
Company No:
165126 - M
Group
2000 1999
RM RM
4,205,444 4,584,195
The provision for doubtful debts is net of bad debts amounting to RM475,939 (1999: RM
Nil)
Group
2000 1999
RM RM
9,406,572 10,957,481
Group
2000 1999
RM RM
Due from reinsurers/ceding companies and
co-insurers 13,760,193 11,800,555
Provision for doubtful debts (5,768,512) (5,725,598)
7,991,681 6,074,957
Group
2000 1999
RM RM
18,447,481 18,385,431
Less: Provision for doubtful debts (18,447,481) (18,385,431)
- -
44
Company No:
165126 - M
Group Company
2000 1999 2000 1999
RM RM RM RM
Included in the Group’s and the Company’s other debtors, deposits and prepayments are tax
recoverable of RM24,932,026 (1999: RM24,612,586) and RM7,327,911 (1999:
RM7,743,289) respectively.
Included in the above are cash and bank balances amounting to RM2,896,889 (1999:
RM3,989,042) and fixed and other deposits with licensed banks and finance companies
amounting to RM153,954,067 (1999: RM202,737,042) which represent the insurance fund of
a subsidiary company to meet its liabilities and expenses attributable to that insurance fund.
These assets cannot be pledged or charged without the prior written approval from Bank
Negara Malaysia.
The Group’s and the Company’s fixed deposits with licensed banks amounting to
RM868,079 (1999: RM868,079) are amounts received from the purchasers of the
properties belonging to a subsidiary company, for the purpose of redemption of titles of
properties pledged to a financial institution for credit facility granted to the Company.
1,125,668 1,833,101
Group Company
2000 1999 2000 1999
RM RM RM RM
Unsecured
The short term borrowings of the Group bear interest at rates ranging from 8.55% to
12.43% (1999: 8.9% to 19.3%) per annum and are secured as follows:-
a) fixed charge over certain landed and development properties belonging to the Group
and a third party;
e) an assignment of the balance sales and end-finance proceeds of the project on the long
leasehold land of a subsidiary company.
In addition, certain short term borrowings are further guaranteed by the Company, a former
director of the Company and former directors of a subsidiary company.
There are certain bank borrowings taken over by Pengurusan Danaharta Nasional Berhad
and Danaharta Managers Sdn. Bhd. amounting to RM83,663,758 (1999: RM58,663,758)
and RM157,034,213 (1999: RM157,034,213) respectively. The related interest which have
been accrued in other creditors and accruals amount to RM24,728,082 (1999:
RM11,480,177) and RM61,610,148 (1999: RM44,048,531) respectively.
Group
2000 1999
RM RM
At cost:-
67,381 59,619
Group
2000 1999
RM RM
Auditors’ remuneration
- current year 1,220 1,180
- overprovision in prior year - (120)
Bad debts written off - 32,963
Investment written off - 3
Provision for doubtful debts 8,332 -
47
Company No:
165126 - M
Group
The revaluation reserve of the Group arose from the revaluation of a freehold land and
building belonging to a subsidiary company as disclosed in Note 5 to the Accounts.
Group
Group
2000 1999
RM RM
Group
2000 1999
RM RM
1,001,795 854,566
Amount paid during the financial year (506,088) (257,507)
Group
2000 1999
RM RM
Group Company
2000 1999 2000 1999
RM RM RM RM
and after crediting:
The estimated money value of benefits-in-kind received by certain directors of the Group and
of the Company were RM21,100 (1999: RM28,600) and RM21,100 (1999: RM28,600)
respectively.
33. TAXATION
Group Company
2000 1999 2000 1999
RM RM RM RM
Although the Group has incurred a loss before taxation, provision for taxation is required due
to the non-availability of Group relief for the losses incurred by some subsidiary companies to
be offset against the income of other subsidiary companies.
51
Company No:
165126 - M
The loss per share is calculated based on the Group’s loss after taxation and minority
interests of RM121,151,135 (1999: RM60,192,160) and the number of shares in issue of
303,759,072 (1999: 303,759,072).
(a) Group
(i) Dispute between certain subsidiary companies and their former contractors in
respect of the termination of contracts, the outcome of which to be decided upon
filing of suits by the contractors.
(ii) A subsidiary company has made various commitments and incurred certain
liabilities on behalf of its customers in the ordinary course of business. No
material losses are anticipated as a result of these transactions.
2000 1999
RM RM
33,142,511 31,644,058
Corporate guarantee
given to financial
institutions and third
parties for banking and
credit facilities granted
to former subsidiary
companies 398,138,764 454,833,098 398,138,764 454,833,098
52
Company No:
165126 - M
(ii) A former director of the Company has filed a legal suit against the Company,
certain former subsidiary companies, a director, former director, officer and
former officer of the Company for RM3,000,000 as liquidated damages and
RM10,000,000 for general damages for alleged breach of Service Agreement.
The outcome of this suit cannot be currently ascertained.
1999
Property development and
construction 9,770,359 (15,311,141) 254,397,462
General insurance 164,743,232 20,094,409 371,183,975
Others 4,934,051 (63,475,415) 284,205,154
Segmental reporting by geographical area is not presented as the Group’s activities are
predominantly in Malaysia.
Group
2000 1999
RM RM
Contracted but not provided for:
(a) On 8 June 2000, as part of the debt restructuring scheme, the Company and
Dato’ Patrick Lim Soo Kit, as agent for all the shareholders (“Equine
Vendors”) of Taman Equine (M) Sdn. Bhd. (“TESB”), entered into an
agreement to facilitate the proposed acquisition of the entire issued and paid-up
capital of TESB comprising 1,500,000 ordinary shares of RM1.00 each.
Prior to the finalisation of the debt restructuring scheme, the Equine Vendors
are prohibited from disposing their equity interests in TESB and the Company is
required to ensure that the Company will not undertake any arrangement which
would result in a change in the control of the Company.
(b) On 30 June 2000, in order to facilitate the debt restructuring scheme, Special
Administrators were appointed by Pengurusan Danaharta Nasional Berhad,
pursuant to Section 23 of the Pengurusan Danaharta Nasional Berhad Act
1998:-
(i) to take possession of the assets of the Company;
(ii) to manage the business and operations of the Company; and
(iii) to assess the business viability of the Company.
Group
2000 1999
RM RM
Disposal of a fixed asset to a former director
of a subsidiary company 25,000 -
Certain comparative figures have been reclassified to conform with current year’s
presentation.