laporan tahunan annual reportscib.com.my/live/docs/areport/annualreport2004.pdf · 2020. 10....

Laporan Tahunan ✜ Annual Report

2004

A MEMBER OF BURSA MALAYSIA SECURITIES BERHAD

Sarawak Concrete Industries Berhad (25583-W)

Lot 1258, Jalan Utama, Pending Industrial Estate, 93450 Kuching, Sarawak, MalaysiaTel : 082 -334485 Fax : 082 -334484

Website : www.scib.com.my E-mail : [email protected]

[[.CONTENTSChairman’s Statement 01

Vision & Mission Statement 03

Corporate Profile» Corporate Information 04» Directors’ Biodata 07» Corporate structure 12

Corporate Governance» Statement on Corporate Governance 15» Report of the Audit Committee 20» Statement on Internal Control 24

Financial Report» Statement of Directors’ Responsibilities 26» Directors’ Report 27» Report of the Auditors 34» Financial Statements 35» Note to the Financial Statements 44

Additional Information» Analysis of Shareholdings 68» List of Properties 74

Notice of Annual General Meeting 75

Statement Accompanying Notice of Annual General Meeting 77

Form of Proxy

CHAIRMAN’S STATEMENT...A MEMBER OF BURSA MALAYSIA SECURITIES BERHAD <<

SARAWAK CONCRETE INDUSTRIES BERHAD

/ / . 0 1

� On beha l f o f t he Boa rd o f SC IB , I

am p leased to p resen t t he Annua l

Repo r t and f i nanc ia l s ta temen ts o f

the Group and the Company fo r t he

f i nanc ia l yea r ended 31 December

2004 .

[[ .OPERATING ENVIRONMENT ..

In the year 2004, there was a general slow down in the constuction industry which adversely affected the earnings of the industry

players.

[[ .PERFORMANCE OF THE GROUP ..

We registered a turnover of RM16.73 million and profit after tax of RM354,000 as compared to RM19.97 million and RM362,000

respectively in the previous year. Decline in our performance was principally due to lower sales volume since some on-going and

new projects have been deferred as contractors awaited steel prices to stablilise. This has brought us to operate in tough market

environment since there were fewer development projects to absorb the excess capacity. Throughout the year, we continuously

looked into greater operational efficiency through optimisation of human resources and cost control. Hence, despite rising costs of

production, we have managed to reduce costs and successfully maintained our margin.

Our balance sheet remains strong with negligible borrowings and shareholder’s funds have increased by 6.3% over the previous

financial year to RM85,584,582 as at 31 December 2004. The issued and paid up share capital increased from RM69,096,500 to

RM73,168,400 by way of the issuance of 864,000 ordinary shares of RM1.00 each pursuant to the Share Option Scheme at an

option price of RM1.73 each and 3,207,900 ordinary shares on the exercise of the Company’s warrants at an subscription price of

RM1.00 each. With the expansion activities in 2005, we would reasonably expect healthy borrowings level that will offer a long term

growth and earnings prospects for the Group.

To further enhance our manufacturing front, a new plant equipped with one of the latest technology in manufacturing large diameter

pipes was set up during the year and currently in the testing and commissioning stage. We expect the factory to come on stream by

the last quarter of 2005.

CHAIRMAN’S STATEMENT...A MEMBER OF BURSA MALAYSIA SECURITIES BERHAD <<


/ / . 0 2

Tan Sri Datuk Amar (Dr.) Hamid bin Bugo

ChairmanKuching

31 May 2005

[[ .SIGNIFICANT CORPORATE DEVELOPMENT ..

During our forthcoming Extraordinary Meeting on 27 June 2005, we are seeking shareholders

approvals on the following corporate proposals:-

• Proposed acquisition of 56 units of apartment within Santubong Tower located at Lot 264,

Block 2, Salak Land District, Telok Tambo, Santubong, Kuching for a cash consideration of

RM18,558,175.

• Proposed authority to purchase our own shares up to a maximum of 10% of the issued and

paid-up share capital.

• Proposed amendments to existing Share Option Scheme which include the increase of

maximum number of shares under the scheme from 10% to 15% and granting of options to

Non-Executive Directors.

Following our announcement on 6 November 2003 on the proposed acquisition of a 65% equity

interest in N S Water Konsortium Sdn Bhd, we have announced on 16 February 2005 the approval

of the State Government of Negeri Sembilan for the revised terms and conditions of the concession

agreement.

As a means of cheaper source of financing to partially fund the various expansion activities in 2005,

we have successfully sought shareholders and authorities approvals in implementing private

placement of not more than 10% of our issued and paid-up share capital. On 16 February 2005, we

announced the issue price of the placement shares at RM1.20 per share.

[[ .WAY FORWARD 2005 ..

The Economic Report 2004/2005 revealed that the global growth is expected to moderate on account

of high oil prices, inflationary pressures and interest rate hikes. As the market environment is expected

to remain highly competitive in 2005, we have implemented stricter cost controls and strengthen our

production efficiency to create a competitive pricing policy.

We have also enhanced our main core business by expanding into other concrete related products

with the construction of two new plants for the manufacturing of precast panel and hollow core slab

and roofing tiles, which are expected to commence operation in the last quarter of 2005.

A RM30 million investment in the Industrial Building System is in line with the government commitment

to encourage contractors to use more precast concrete unit in the building and construction industry.

Thus we foresee that the demand for precast concrete unit will be substantially increased in the

future and we are of the opinion that this investment will contribute positively to the future earnings

of the Group.

Furthermore, we also invested RM6 million in roofing tiles factory that would be able to bring synergistic

advantage to the Group by complementing our property sector.

Through our continuous commitment to produce higher returns for our shareholders, we are optimistic

that the Group would see further improvement in its performance in the near future.

[[ .ACKNOWLEDGEMENTS ..

I would like to take this opportunity to extend the Board’s gratitude to our shareholders, all customers,

consultants and advisors for their valuable contributions, continuing support and loyalty to the Group.

Our heartfelt appreciation also goes to Encik Augustine Jose Anak Duna, who has resigned from

the Board on 28.2 2005. We would also welcome Tuan Haji Wan LizOzman bin Wan Omar to the

Board.

Lastly, to my fellow Board members, the Management and employees of the Group, please accept

my appreciation for your counsel and constant support. I look forward to the contribution of the

same in the years ahead.

[[. VISION & MISSION STATEMENT


itÄâx fàtàxÅxÇà

i

`

|á|ÉÇTo be a company founded on excellence

|áá|ÉÇSCIB is dedicated to the creation and demonstration of a concept oflinked prosperity. Our mission consists of three interrelated parts:� Economic Mission� Product Mission� Special Mission

In achieving our vision and mission, we live by the following values:� Quality� Reliability� Innovation and Creativity� Integrity

� Transparency� Effectiveness and� Efficiency

Corporate Information // . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

/ / . 04SARAWAK CONCRETE INDUSTRIES BERHADSARAWAK CONCRETE INDUSTRIES BERHAD

[[ .DIRECTORS

• YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo (Chairman)

• YB Datuk Haji Talib bin Zulpilip (Deputy Chairman, Non-Independent Non-Executive Director)

• YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad (Group Managing Director)

• Tuan Haji Zaidi bin Haji Ahmad (Executive Director)

• YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker (Independent Director)

• YBhg. Datu Voon Chen Hian @ Voon Chen Kok (Independent Director)

• YBhg. Dato’ Dr. Abdul Rahiman bin Dato’ A.s. Dawood (Non-Independent Non-Executive Director)

• YBhg. Dato’ Azhar bin Hashim (Non-Independent Non-Executive Director)

• Mr. Richard Kiew Jiat Fong (Independent Director)

• Mr. Tan Chung Lok (Independent Director)

• Tuan Haji Wan LizOzman bin Wan Omar (Appointed on 12.4.2005) (Alternate Director to YB Datuk Haji Talib bin Zulpilip)

[[ .PRINCIPAL BANKERS

• Malayan Banking Berhad

• Hong Leong Bank Berhad

• Bumiputra-Commerce Bank Berhad

[[ .AUDITORS

Messrs. Ernst & Young

Room 300-303, 3rd Floor, Wisma Bukit Mata Kuching

Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak

Tel : 082 -243233 Fax: 082 -421287

[[ .REGISTERED OFFICE

Lot 1258, Jalan Utama, Pending Industrial Estate

93450 Kuching, Sarawak

Tel : 082 -334485 Fax: 082 -334484

[[ .JOINT SECRETARIES

• Nuruluyun binti Abdul Jabar (MIA 9113)

• May Wong Mei Ling (MIA 18483)

[[ .SHARE REGISTRAR

Signet Share Registration Services Sdn. Bhd.

Level 26, Menara Multi Purpose, Capital Square

No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur

Tel : 03 -27212222 Fax: 03 -27212530 / 27212531

[[ .BURSA MALAYSIA LISTING

Second Board of the Bursa Malaysia

Stock Name : SCIB

Stock Code : 9237

[[ .ADVOCATES & SOLICITORS

• Charles Ling Advocates

• Loke, King, Goh & Partners Advocates

• Sharifah Hasidah & Co. Advocates

• Marry Bolhassan, Noreda Ahmad & Co.

• Azmi & Associates

/ / . 0 5

[[. BOARD OF DIRECTORS .. BOARD OF DIRECTORS ..

Tuan Haji Zaidi bin

Haji Ahmad

Executive Director

YB Datuk Haji Talib bin Zulpilip

Deputy Chairman

YBhg. Datuk Haji Zainal

Abidin bin Haji Ahmad

Group Managing Director

YBhg. Tan Sri Datuk Amar (Dr.)

Hamid bin Bugo

Chairman

/ / . 0 6

Director

YBhg. Dato’ Azhar

bin Hashim

Director

YBhg. Dato’ Dr. Abdul

Rahiman bin Dato’

A.S. Dawood

Director

Richard Kiew Jiat

Fong

Director

YBhg. Datu Voon

Chen Hian @ Voon

Chen Kok

Director

YBhg. Datuk Michael

Peter Donald Parker

@ Michael Donald

Peter Parker

Director

Tan Chung Lok

Director

Tuan Haji Wan

LizOzman bin Wan

Omar


/ / . 07...A MEMBER OF BURSA MALAYSIA SECURITIES BERHAD <<

�

� Name of Director : YBhg. Tan Sri Datuk Amar (Dr.) Hamid Bugo

Age : 60

Nationality : Malaysian

Qualification : • B.A. (Economics), and M.A. (Economics), Canterbury University, NZ

• Postgraduate Diploma In Teaching

• Business studies, Harvard Institute of Development Studies, Boston, USA

Executive / Non-Executive Director : Non-Independent Non-Executive Director

Position held : Chairman

Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 23 October 2001. He has served both in

private sector and the public service in Sarawak. He held various distinguished positions in the public service, including the first

general manager of Land Custody and Development Authority, Permanent Secretary of Ministry of Resource Planning and finally

State Secretary of Sarawak from 1992 till 2000. He has been Chairman, Managing Director of several companies and statutory

bodies and Non-Governmental Organisations.

Membership in Board Committee : Chairman of Executive Committee and Human Resource Committee and Risk Management Committee

Other directorships in public companies : Tradewinds Corporation Berhad, SapuraCrest Petroleum Berhad, Permodalan Sarawak Berhad, Mighty Strike Berhad and Tractors

Malaysia Holdings Berhad

Securities holding : 2,423,000 (Direct), 9,203,500 (Indirect)

Relationship with directors : None

Relationship with major shareholder : Substantial shareholder of Pacific Unit Sdn Bhd

Conflict of interest : None

List of convictions of offences within the : None

past 10 years other than traffic offences

Name of Director : YB Datuk Haji Talib Bin Zulpilip

Age : 54


Qualification : Master of Commerce and Administration from Victoria University, Wellington, NZ


Position held : Deputy Chairman

Working experience and occupation : YB Datuk Haji Talib Zulpilip started his career with the State Planning Unit after obtaining Master of Commerce and Administration

degree from Victoria University, Wellington, New Zealand in 1976. He has served as Chairman of Sarawak Economic Development

Corporation since 1995. He was elected as member of State Legislative in 1996. He also served in various capacities in the

Government Service including the post of Economist in Sarawak Foundation, Permanent Secretary at the Ministry of Industrial

Development, and Ministry of Infrastructure Development. He has been a board member of a number of Government Agencies.

Among them are Malaysian Industrial Development Authority, SIRIM, STIDC, Sarawak Rivers Board, and Sarawak Tourism Board.

His experience in the private sector includes his secondment to Petronas/Asean Bintulu Fertilizer from 1983-1987 for the implementation

of the Ammonia/Urea project. He now sits on the boards of a number of companies including two public listed companies, Cahya

Mata Sarawak Berhad and Sarawak Concrete Industries Berhad. He was appointed to the Board of Directors of Sarawak Concrete

Industries Berhad on 27 September 1995. He is married to Datin Dr. Zaliha Christine Abdullah, a research scientist in plant genetics.

They have four lively children.

Membership in Board Committee : None

Other directorships in public companies : Cahya Mata (Sarawak) Bhd

Securities holding : None


Relationship with major shareholder : None




Directors’ Biodata // . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

/ / . 08

SARAWAK CONCRETE INDUSTRIES BERHADSARAWAK CONCRETE INDUSTRIES BERHAD

�

� Name of Director : YBhg. Datuk Haji Zainal Abidin Bin Haji Ahmad

Age : 47


Qualification : • Master of Arts Degree in Management from the University of Kent at Canterbury, England

• University Diploma In Accounting from the University of Kent at Canterbury, England

• Bachelor of Arts from University Kebangsaan Malaysia

Executive / Non-Executive Director : Executive Director

Position held : Group Managing Director

Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 18 August 1999 as Managing Director. He

first served in the Sarawak Civil Service for a number of years and later moved to the corporate sector. He started in the construction

industry and has since expanded to property development. On 28 July 1994, he was appointed Chairman and Director of Zecon

Engineering Berhad and subsequently as Executive Chairman on 30 November 1996. And on the 24 April 2001 he was appointed

the Group Managing Director/Chief Executive Officer of Zecon Engineering Berhad. Datuk Haji Zainal also sits on the Board of

several private limited companies.

Membership in Board Committee : Member of Executive Committee, Human Resource Committee and Remuneration Committee and Risk Management Committee

Other directorships in public companies : Zecon Engineering Berhad

Securities holding : 732,185 (Direct), 9,230,000 (Indirect)

Relationship with directors : Brother to Tuan Haji Zaidi Bin Haji Ahmad, Executive Director

Relationship with major shareholder : Substantial shareholder of Hydrostar Sdn Bhd held through Arab-Malaysian Nominees (Tempatan) Sdn Bhd.




Name of Director : Tuan Haji Zaidi Bin Haji Ahmad

Age : 46


Qualification : • Master of Business Administration - Leicester University, United Kingdom

• Diploma In Banking Studies - UiTM

Executive / Non-Executive Director : Executive Director

Position held : Executive Director

Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 22 January 2003 as Executive Director.

Started his career in 1984 with Mayban Finance Berhad. From 1994 to 2000, he was the Executive Director/ Chief Executive Officer

of Advance Finance Berhad, a licensed finance company. In October 2000, he was appointed as a Director in Weida (M) Bhd and

was its Executive Director, finance and corporate services during the period March - December 2001. He is now Managing Director

of Oricon Sdn Bhd, a property development company.

Membership in Board Committee : Member of Executive Committee, Human Resource Committee, Risk Management Committee and Share Option Scheme Committee

Other directorships in public companies : Advance Establishment Berhad

Securities holding : 409,100 (Direct), 6,895,715 (Indirect)

Relationship with directors : Brother to Tuan Haji Zainal Abidin Bin Ahmad, Managing Director

Relationship with major shareholder : Substantial shareholder of Oricon Sdn. Bhd.





�

�

�

Name of Director : YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter ParkerAge : 66Nationality : MalaysianQualification : Bachelor of Engineering Degree from the University of Malaya, Kuala Lumpur, MalaysiaExecutive / Non-Executive Director : Independent Non-Executive DirectorWorking experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 2 March 1994. He was then the Director of

Sarawak Public Works as well as Chairman of the Water Board for Kuching and Sibu. He retired from Government Service inJanuary 1996 and was appointed Chairman for LAKU Management Sdn Bhd., a state-owned company running water supply to thenorthern region of Sarawak.

Membership in Board Committee : Chairman of Audit Committee and Share Option Scheme Committee, Member of Nomination Committee, Remuneration Committee,Human Resource Committee and Executive Committee

Other directorships in public companies : NoneSecurities holding : NoneRelationship with directors : NoneRelationship with major shareholder : NoneConflict of interest : NoneList of convictions of offences within the : Nonepast 10 years other than traffic offences

Name of Director : YBhg. Datu Voon Chen Hian @ Voon Chen KokAge : 62Nationality : MalaysianQualification : Bachelor of Engineering (Civil) from the University of Tasmania, AustraliaExecutive / Non-Executive Director : Independent Non-Executive DirectorWorking experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 25 September 1998. He started his career

in 1969 with Jabatan Kerja Raya (‘JKR’) and in November 1996, he was promoted to be the Director of Public Works Departmentof Sarawak from which he retired in 2002. He resigned as the Chief Executive Officer of Sarawak Incorporated Sdn. Bhd., on 14January 2005.

Membership in Board Committee : Chairman of Remuneration Committee, Member of Audit Committee, Nomination Committee and Risk Management CommitteeOther directorships in public companies : Weida (M) BerhadSecurities holding : NoneRelationship with directors : NoneRelationship with major shareholder : NoneConflict of interest : NoneList of convictions of offences within the : Nonepast 10 years other than traffic offences

Name of Director : YBhg. Dato’ Azhar bin HashimAge : 55Nationality : MalaysianQualification : Bachelor of Science (Honours) Degree in Electronics and Electrical Engineering from Brighton University, United KingdomExecutive / Non-Executive Director : Non-Independent Non-Executive DirectorWorking experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 15 December 2003. He began his careers

in 1973 as a Construction Engineer with National Electricity Board. From 1981 to 1995 he was with Arab-Malaysian DevelopmentBerhad (AMDB) where he was the General Manager (Properties) from 1981 to 1988, General Manager (Textiles) from 1988 to1990, Senior General Manager (Properties) between 1990 to 1993 and Executive Director of AMDB until 1995. He has vastexperience in the development of commercial buildings, condominiums, hotels, resorts, industrial and housing estates.

Membership in Board Committee : NoneOther directorships in public companies : AMDB Berhad, Country Heights Holdings Berhad, Century Logistics Holdings Berhad and Zecon Engineering BerhadSecurities holding : NoneRelationship with directors : NoneRelationship with major shareholder : NoneConflict of interest : NoneList of convictions of offences within the : Nonepast 10 years other than traffic offences

...A MEMBER OF BURSA MALAYSIA SECURITIES BERHAD <</ / . 09


�

� Name of Director : YBhg. Dato’ Dr. Abdul Rahiman bin Dato’ A S Dawood

Age : 51


Qualification : Bachelor of Dental Science from University of Mysore, India


Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 15 December 2003. Operated his own

dental practice from 1982 to 1992, he has substantial experience in the property sector and was involved in Arab-Malaysian

Development Berhad for many years as Project Coordinator. In 1992, he became an entrepreneur involved in the property sector.

He is the founder of Azrahi Holdings, which currently owns the Five Star Royal Adelphi Hotel, Seremban and N S Water Konsortium,

which is involved in the privatization of the Negeri Sembilan Water Supply Department. Dato’ Dr. Abdul Rahiman is currently the

President of the Negeri Sembilan Cycling Association and a Council Member of Majlis Perbandaran Seremban.


Other directorships in public companies : None







Name of Director : Tan Chung Lok

Age : 58


Qualification : • Bachelor of Engineering (Civil) from the University of Queensland, Australia

• Chartered Engineer; Professional Engineer

• Member of the Institution of Engineers Malaysia and Australia

Executive / Non-Executive Director : Independent Non-Executive Director

Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 13 March 2002. He was the Director of

Drainage and Irrigation Department (DID), Sarawak from 1995 – 2003.

Membership in Board Committee : Member of Share Option Scheme Committee, Audit Committee and Rish Management Committee








/ / . 10



�

�

Name of Director : Richard Kiew Jiat Fong

Age : 51


Qualification : • Fellow of The Institute of Chartered Accountants in England and Wales

• Fellow of The Association of Chartered Certified Accountants, United Kingdom

• Fellow of Institute of Certified Public Accountants of Singapore

• A member of Malaysian Institute of Accountants

Executive / Non-Executive Director : Independent Non-Executive Director

Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 24 April 2001. He has seven years working

experience in England with firms of Chartered Accountants. When he came back to Kuching, he worked as an audit manager for

four years before he started his own audit firm in 1986 as a sole practitioner.

Membership in Board Committee : Chairman of Nomination Committee, Member of Remuneration Committee, Audit Committee, Share Option Scheme Committee

and Executive Committee








Name of Director : Tuan Haji Wan LizOman bin Wan Omar

Age : 41


Qualification : • Master in International Affairs, Coumbia University, New York City

• Bachelor of Science (Economics and Political Science), Northern Illinois University, Dekalb

Executive / Non-Executive Director : Non-independent Non-Executive Director

Working experience and occupation : He was appointed to the Board of Directors of Sarawak Concrete Industries Berhad on 12 April 2005. He is currently with Sarawak

Economic Development Corporation (SEDC) as Deputy General Manager/Director of Entrepreneur Development Division since

2004. He started his career with the Ministry of Industrial Development Sarawak as Assistant Secretary in 1988. He was appointed

Principal Assistant Secretary in the State Financial Secretary’s Office in 1998.









/ / . 11


Corporate Structure // . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SARAWAK CONCRETE INDUSTRIES BERHADSARAWAK CONCRETE INDUSTRIES BERHAD/ / . 12

[ 100% ][ 100% ]

[ 100% ]

[ 100% ]

[ 49% ]

[ 100% ]SCIB HOLDINGSSDN BHD

SCIB CONCRETEMANUFACTURINGSDN BHD

SCIB INFRAWORKSSDN BHD

PPESCONCRETE PRODUCTS

SDN BHD

SCIB PROPERTIESSDN BHD

SCIB MODULARCONCRETE PRODUCTS

SDN BHD

[[ .SCIB

INTRODUCTION

The Board of Directors of Sarawak Concrete Industries Berhad (“SCIB” or the Company) believes in the principles of good corporate governance and

supports the implementation of the highest standards of corporate governance throughout the SCIB Group in compliance with the Malaysia Code on Corporate

Governance (“the Code”).

In line with this, the Board of SCIB is pleased to disclose the manner in which it has applied the principles of good governance within this statement, together

with the Statement on Internal control and the Report of the Audit Committee, which are available herewith in this Annual Report. The Board would also like

to state that the Company has complied with all the best practices in corporate governance as outlined in Part 2 of the Code.

THE BOARD OF DIRECTORS

Composition of the Board

The SCIB Group is led and managed by an experienced Board comprising ten members. The Non-Executive Chairman, the Non-Executive Deputy Chairman,

the Group Managing Director, one Executive Director, two Non-Executive Directors and four Independent Directors have a wide range of experience in

relevant fields required to successfully direct and supervise the Group’s business activities. The profiles of each member are presented on pages 7 to 11 of

this Annual Report.

To ensure that there is balance of power and authority, the roles of the Chairman and the Group Managing Director are separated and clearly defined. The

Chairman is primarily responsible for the orderly conduct and effectiveness of the Board, whilst the Group Managing Director is responsible for the operating

units, organisational effectiveness and implementation of Board policies and decisions.

The presence of Independent Directors fulfils a crucial role in corporate governance, for the provision of unbiased and independent views, advice and

judgement to take account of the interests of shareholders, employees, customers, suppliers and the communities in which the SCIB Group conducts

business. YBhg Datuk Michael Peter Donald Parker is the appointed Senior Independent Director to whom concerns may be conveyed to.

Board Procedures

Besides its statutory duties, the Board is responsible for good corporate governance, including the setting of the SCIB Group’s overall strategic direction,

overseeing the conduct of the businesses, identifying principal risks, ensuring that systems are in place to manage these risks, implementation of succession

planning programme for Senior Management, implementation of an investors relations programme and reviewing the adequacy of the SCIB Group’s system

of internal controls.

During the year ended 31 December 2004, three Board Meetings were held. The attendance of the Directors at the Board Meetings is as follows:

Number Of Board Meeting Attended

YBhg. Tan Sri Datuk Amar (Dr.) Hamid Bin Bugo 3/3

YB Datuk Haji Talib Bin Zulpilip 3/3

YBhg. Datuk Haji Zainal Abidin Bin Haji Ahmad 3/3

Tuan Haji Zaidi Bin Haji Ahmad 3/3

/ / . 15

Statement on Corporate Governance // . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number Of Board Meeting Attended

YBhg. Dato’ Azhar Bin Hashim 2/3

YBhg. Dato’ Dr. Abdul Rahiman Bin Dato A S Dawood 3/3

YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker 3/3

YBhg. Datu Voon Chen Hian @ Voon Chen Kok 3/3

Mr. Augustine Jose Anak Duna** 2/3

Mr. Richard Kiew Jiat Fong 3/3

Mr. Tan Chung Lok 3/3

** resigned on 28/02/2005

Supply Of Information

All Directors are provided with an agenda and a set of Board papers in a timely manner prior to Board Meetings, to enable the Directors to obtain further

explanations, where necessary, in order to be properly briefed before the meeting.

All Directors have access to the advice of the Company Secretaries, independent professional advisors, and internal/external auditors in appropriate circumstances

at the Company’s expense.

Committees Of The Board

The following Board Committees have been established to assist the Board in discharging its duties. All the Board Committees, apart from the Executive

Committee, do not have executive powers but to report to the Board on all matters considered and their recommendations thereon. The Board has approved

the terms of reference of each Committee, and where applicable, these comply with the recommendations of the Code.

a. Audit Committee

The Audit Committee reviews issues of accounting policy and presentation for external financial reporting, monitors the work of the in-house internal

auditor, ensures that an objective and professional relationship is maintained with the external auditors, and that conflicts of interest are avoided.

The Report of the Audit Committee is set out on pages 20 to 23.

b. Nomination Committee

The Board has set up a Nomination Committee in 2001, which is mainly responsible for the identification and recommendation of new nominees to the

Board, for the annual review of the required mix of skills and experience of the Board and for the annual assessment of the effectiveness of the Board

Committees, the Board as a whole and the contribution of each Director. During the year under review, the Nomination Committee met once.

/ / . 16



The members of the Nomination Committee, all of whom are independent non-executive Directors are:

Mr. Richard Kiew Jiat Fong – Chairman (Independent )

YBhg. Datu Voon Chen Hian @ Voon Chen Kok (Independent)

YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker (Independent)

c. Remuneration Committee

The Remuneration Committee which was established in 2001 is principally responsible for setting up the policy framework and for making recommendations

to the Board on remuneration packages and benefits extended to the Executive Directors and Senior General Manager. During the year under review,

the Remuneration Committee met once.

The members of the Remuneration Committee, the majority of whom are non-executive Directors, are:

YBhg. Datu Voon Chen Hian @ Voon Chen Kok - Chairman (Independent)


Mr. Richard Kiew Jiat Fong (Independent)

YBhg Datuk Haji Zainal Abidin Bin Haji Ahmad (Group Managing Director)

d. Executive Committee

The Executive Committee was set up in 2002, with the main purpose of providing effective management and control of the operations of the Company

and its group of subsidiaries. During the year under review, the Executive Committee met four times.

The Executive Committee is made up of management and the following Directors:-

YBhg. Tan Sri Datuk Amar (Dr.) Hamid Bin Bugo - Chairman (Non Independent Non-Executive)

YBhg. Datuk Haji Zainal Abidin Bin Haji Ahmad (Group Managing Director)

Tuan Haji Zaidi Bin Haji Ahmad (Executive Director)


Mr. Richard Kiew Jiat Fong (Independent)

e. Risk Management Committee

The Risk Management Committee which was established in October 2002, is primarily responsible for identifying principal risks faced by the Group and

continuously reviewing the adequacy of its internal control system to mitigate these risks. Work carried out by the Risk Management Committee is

included in the Statement on Internal Control. During the year under review, the Risk Management Committee met twice.

The Risk Management Committee which comprises of the management team is headed by the following executive Directors:-

YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo - Chairman (Non Independent Non-Executive)

YBhg. Datuk Haji Zainal Abidin Bin Haji Ahmad (Group Managing Director)

Tuan Haji Zaidi Bin Haji Ahmad (Executive Director)


Tan Chung Lok (Independent)

/ / . 17


f. Share Option Scheme Committee

The Committee was established in June 2003 to administer the SCIB Share Option Scheme (‘Scheme’). The Scheme was launched on 3 November2003 and will be in force for 5 years. The Committee ensures that the Scheme is administered in accordance with the bye-laws approved by theshareholders of the Company. The Committee met once during the year.

The Committee is made up of:-

YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker - Chairman (Independent)Mr. Richard Kiew Jiat Fong (Independent)Mr. Tan Chung Lok (Independent)Tuan Haji Zaidi Bin Haji Ahmad (Executive Director)

Appointments to the Board

As indicated above, the Nomination Committee recommends the appointment of new Directors to the Board. Thereafter, upon approval by the Board, the newDirectors undergo a familiarization programme, which includes visits to the SCIB Group’s operating units, and meetings with Senior Management, as appropriate,to facilitate the new Directors’ understanding of the SCIB Group.

Re-election of Directors

In accordance with SCIB’s Articles of Association, all Directors who are appointed by the Board are subject to election by shareholders at the first AnnualGeneral Meeting after their appointment. One third of the remaining Directors are required to submit themselves for re-election by rotation at each AnnualGeneral Meeting, and all Directors must submit themselves for re-election at least once every three years.

Directors’ Training and Update Programmes

All the Directors have attended the Mandatory Accreditation Programme. In compliance with the Bursa Malaysia Securities Berhad (“BMSB”) Listing Requirements,all the Directors have undergone various continuing education programmes as a continuing effort to train and equip themselves to effectively discharge theirduties.

DIRECTORS’ REMUNERATION

SCIB recognises the need to ensure that remuneration of Directors is appreciative and reflective of the responsibility and commitment that goes with Boardmembership. In line with this, the Board, via its Remuneration Committee, has adopted a remuneration structure that attempts to retain and attract theExecutive Directors with the right caliber for SCIB. The fees for Non-Executive Directors which are reflective of the experience and level of responsibilitiesundertaken are determined by the Board as a whole.

The remuneration of the Executive Directors and Non-Executive Directors of the SCIB Group for the year ended 31 December 2004 is set out on pages 30 to31 of the Directors’ Report.

SHAREHOLDERS COMMUNICATION

SCIB maintains a regular policy of disseminating information that is material for shareholders’ information via announcements made through the BMSBwebsite. In compliance with the BMSB Listing Requirements, the Company also releases timely financial information on a quarterly basis, which includes anoverview of the performance of SCIB Group.

The Company uses the Annual General Meeting as a principal forum for dialogue with shareholders. Members of the Board as well as external auditors of theCompany are present to answer queries raised at the meeting.

/ / . 18




/ / . 19

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Directors aim to present a balanced and understandable assessment of the SCIB Group’s position and prospects in presenting its annual financialstatements and quarterly announcements to shareholders. These financial statements are drawn-up in accordance with the provisions of the Companies Act,1965 and the applicable Approved Accounting Standards in Malaysian, and are reviewed by the Audit Committee prior to approval by the Board. In compliancewith statutory requirements, the annual accounts are subjected to audit by an independent external auditor.

Internal Control

The Board of Directors acknowledges their responsibility for the SCIB Group’s system of internal control, which is designed to identify and manage the risksof the businesses of the SCIB Group, in pursuit of its objectives. In addition, the system of internal control practiced by the SCIB Group spans over financial,operational and compliance aspects, particularly to safeguard the SCIB Group’s assets and hence shareholders’ investments. In executing this responsibility,the Board via the Audit Committee and the in-house internal audit department, has adopted procedures to monitor the ongoing adequacy and integrity of thesystem of internal control.

Further details of the state of the system of internal control of the SCIB Group are presented on pages 24 to 25.

Relationship with the Auditors

Through the Audit Committee, the SCIB Group has established a formal and transparent relationship with the external auditors. The Audit Committee meetswith the external auditors without the presence of the executive members of the Board at least once a year.

ADDITIONAL COMPLIANCE

In compliance with the Listing Requirements of Bursa Malaysia, the following information is provided hereunder.

Utilisation of Proceeds

Purposes As per Prospectus Utilised 31.12.2004

RM’000 RM’000

New factory at Demak Laut, Kuching 9,627 9,627

Expansion of existing capacity – land cost 4,356 1,315

Working capital 3,016 3,016

Expenses for the corporate exercise 1,000 1,000

18,000 14,958

Material Contracts

Apart for the contracts as outlined in Note 27 of the Financial Statements, there are no other material contracts involving directors and substantial shareholdersof the Company.

(This Statement on Corporate Governance is made in accordance with a resolution of the Board of Directors dated 28 February 2005.)

/ / . 20


COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee comprises the following Directors:-

YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker – Chairman (Independent)


Mr. Richard Kiew Jiat Fong* (Independent)Mr. Augustine Jose Anak Duna (Non-Independent Non Executive; Resigned on 28-02-2005)

Mr. Tan Chung Lok (Independent; Appointed on 28-02-2005)

* Mr. Richard Kiew Jiat Fong is a member of the Malaysian Institute of Accountants

TERMS OF REFERENCE

Objectives

The Audit Committee will give assurance to the Company’s shareholders that compliance with specified financial standards and disclosure policies developed

and administered by the BMSB are being adhered to. In addition, the Audit Committee will assure that certain standard of corporate responsibility, integrity andaccountability to the Company’s shareholders are being inculcated in the duties and responsibility of the Board of Directors of the Company.

Membership

The Audit Committee shall be appointed by the Board of Directors from amongst their number and shall consist of not less than three (3) members, the majority

of whom shall be non-executive and independent directors. No alternate director can be a member of the Audit Committee.

The members of the Audit Committee shall elect a chairman from among their number who is a non-executive and independent director.

Meetings

Meetings shall be held not less than four (4) times a year. The Committee may invite any person to any particular Audit Committee meeting, specific to therelevant meeting. A quorum shall be two (2) members and a majority of members present must be independent directors.

Authority

The Audit Committee is authorized by the Board on the following:-

i. investigate any activity within its terms of reference;

ii. have the resources which are required to perform its duties;

iii. have full and unrestricted access to any information pertaining to the Company;

iv. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;

v. obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it

considers this necessary; and

Report of the Audit Committee // . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

vi. upon request of the external auditor, to convene meeting of the Audit Committee, excluding the attendance of the Executive Directors if deemed

necessary, to consider any matter the external auditor believes should be brought to the attention of the Board of Directors or shareholders.

Duties And Responsibilities

To review:-

a) with the external and internal auditors: their respective audit plans, the audit reports – major findings and Management’s responses thereof, and their

evaluation of the SCIB Group’s system of internal control;

b) the assistance given by the SCIB Group’s employees to both the internal and external auditors;

c) the effectiveness of the internal control systems including the adequacy of the scope, functions and resources of the internal audit function, and that it

has the necessary authority to carry out its work;

d) the audit fees proposed by external auditors;

e) the appointment (and reappointment), resignation and dismissal of the external and internal auditors;

f) the appraisal of the performance of the internal auditor;

g) the quarterly and annual financial statements of the Company and the Group, focusing on the matters set out below, and thereafter to submit them to

the Board:-

• Any changes in accounting policies and practices;

• Significant adjustments arising from the audit;

• The going concern assumption; and

• Compliance with accounting standards and regulatory requirements;

h) any related party transactions that may arise within the Company or Group;

i) to verify the allocation of options to employees under the relevant criteria imposed by the Share Option Scheme dated 3 November 2003;

j) to review the Company’s Statement on Internal Control prior to endorsement by the Board; and

k) any other functions as may be agreed to by the Audit Committee and the Board or as may be required or empowered by statutory legislation or

guidelines prepared by relevant governing authorities.

/ / . 21

Report of the Audit Committee // . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ACTIVITIES OF THE AUDIT COMMITTEE FOR THE FINANCIAL PERIOD

Meetings and Attendance

Four (4) Audit Committee meetings were held during the 12-month period ended 31 December 2004. The attendance of each member is as follows:-

Number of Meeting Attended

YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker 4/4

YBhg. Datu Voon Chen Hian @ Voon Chen Kok 4/4

Mr. Augustine Jose Anak Duna 3/4

Mr. Richard Kiew Jiat Fong 4/4

Summary of Activities of Audit Committee

The following activities were carried out by the Audit Committee during the 12-month period ended 31 December 2004 in discharging its functions and duties:-

a) Financial Reports

i) Reviewed the interim unaudited financial statements of the Company and the Group prior to recommending them for approval by the Board; and

ii) Reviewed the annual financial statements of the Company and the Group prior to submission to the Board for their consideration and approval.

b) Internal Audit

i) Reviewed the annual audit plan to ensure adequate scope and coverage on the activities of the Company and the Group, taking into consideration

the assessment of key risk areas; and

ii) Reviewed the internal audit reports, audit recommendations made and management response to these recommendations. Where appropriate,

the Audit Committee has directed action to be taken by management to rectify and improve the system of internal controls and procedures,

based on the internal audit’s recommendations and suggestions for improvements.

c) External Audit

i) Reviewed the external auditors’ scope of work and audit plan for the year;

ii) Reviewed with external auditors the results of the audit and the audit report in particular, and accounting issues and significant audit adjustments

arising from the external audit.

iii) Evaluated the performance of the external auditors and made recommendations to the Board on their appointment and remuneration.

d) Related Party Transactions

i) Reviewed the related party transactions entered into by the Company and the Group on a quarterly basis.

/ / . 22


Report of the Audit Committee // . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e) Risk Management

i) Reviewed the risk management reports for the Company and the Group.

ACTIVITIES OF THE INTERNAL AUDIT FUNCTION

The internal audit department supports the Audit Committee in discharging its duties and responsibilities. Its role is to undertake independent regular and

systematic reviews of the system of internal controls so as to provide reasonable assurance that such systems continue to operate satisfactorily and effectively.

The internal audits cover the review of the adequacy of operational controls, risk management, compliance with established internal financial policies and

operational procedures and guidelines, amongst others. A risk based approach is adopted for all audits. The audits ensure that the instituted controls are

appropriate, effectively applied and achieve acceptable risk exposures consistent with the Company’s risk management policy.

In particular the internal audit department has, under the remit of the Audit Committee, submitted four (4) quarterly reports on the audit work performed

encompassing the following areas:

a) Human Resources Development;

b) Payroll;

c) Stock Control;

d) Purchasing;

e) Sales Management; and

f) Planning and Production Control.

The overall review of the system of internal controls revealed that internal controls and policies were generally adequate and functioning satisfactorily.

With regards to the Share Option Scheme, the Audit Committee confirms that the allocation of options to employees made in the financial years 2003 and 2004

complies with the bye-laws of the Share Option Scheme of the Company dated 3 November 2003.

Dated : 28 February 2005

Report of the Audit Committee // . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

/ / . 23

INTRODUCTION

The Board of Directors of public listed companies is required to include in the annual report a “statement about the state of internal control of the listed issuer

as a group”.

Set out below is the SCIB Group statement on internal control, which outlines the nature and scope of internal control of the SCIB Group during the period, in

accordance with paragraph 15.27(b) of the Bursa Malaysia Securities Berhad Listing Requirements.

GROUP RISK MANAGEMENT FRAMEWORK

A sound system of internal control incorporates the need to have an appropriate risk assessment framework, identification of internal controls to manage and

control these risks, implementation of an effective information and communications system, and an ongoing process for monitoring the continuing adequacy

and integrity of the system of internal control.

Within Sarawak Concrete Industries Berhad and its Group of Companies, the Board has implemented a Risk Management and Internal Control Framework to

minimize the potential for undesired risk exposures for the benefit of shareholders and other stakeholders.

The formalization of the Risk Management Framework involved the setting up of the Risk Management Committee (“RMC”), which was established to

undertake a risk assessment exercise and to draw up the risk management action plans in order to identify, evaluate and manage the significant risks faced

by the SCIB Group.

Subsequently, the following steps in the risk management process have been taken during the financial period ended 31 December 2004:

• In February 2004, the RMC held its third meeting to review and monitor the status of the adopted risk management action plans. The adequacy,

effectiveness and relevance of the risk management action plans were reviewed and revisions were made as appropriate.

• In July 2004, the RMC held its fourth meeting in order to further review and update the status of the risk management action plans. A risk identification

and assessment exercise was conducted to include the risk factors affecting the SCIB Group’s proposed new businesses.

• As part of the on going risk management process, the RMC convened two meetings on strategic planning in order to review, discuss and update the

strategic plans of the SCIB Group and the respective departments. Results of a SWOT analysis of the SCIB Group were used in enhancing and

complementing the Group’s strategic planning objectives.

The risk management process will be regularly reviewed by the Board, which would include on its agenda the management of significant risks that may impede

business objectives. In addition, the effectiveness and operation of the internal control system within the SCIB Group will also be regularly reviewed by the

Audit Committee.

Other Elements of Internal Control

The other key elements of SCIB Group’s internal control systems that are in place are described below:-

• Regular review of operational reports, including key performance indicators by the Board;

• Regular review of financial reporting by the Audit Committee and the Board;

Statement on Internal Control // . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

/ / . 24


• Detailed budgeting process; and

• Regular monitoring of actual results against budgets, with major variances analysed for effective management actions thereafter.

INTERNAL AUDIT FUNCTION

The Board, via the Audit Committee, monitors the system of internal control through quarterly reviews, which is undertaken by the Internal Audit Department.

The review also includes a balanced assessment of the significant risks and the adequacy and integrity of the internal control systems of the SCIB Group.

Where any significant weaknesses have been identified, the Internal Audit Department together with input from the Management would recommend measures

to improve the internal controls accordingly. Follow-up audits are also undertaken to assess the status of implementation thereof by Management.

Further details on the scope of activities of the Internal Audit Department are set out in the Report of the Audit Committee, which is available on pages 20 to

23 of this Annual Report.

BOARD OF DIRECTORS’ ACKNOWLEDGEMENT

The Board of Directors affirms its overall responsibility for the SCIB Group’s system of internal control, and for reviewing its adequacy and integrity. It should

be noted however that such system is designed to manage and to minimize the risk of failure to achieve business objectives. In addition, it should be noted that

any system could provide only reasonable, and not absolute, assurance against material misstatement or loss.

The Board of Directors is also pleased to report that there were no significant and material internal control weaknesses noted during this financial period.

(This Statement on Internal Control is made in accordance with a resolution of the Board of Directors dated 28 February 2005.)

/ / . 25

Statement on Internal Control // . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Board of Directors is required under the Bursa Malaysia Listing Requirements, to issue a statement explaining their responsibility for preparation of the

annual audited financial statements.

The Directors are also required by the Companies Act, 1965 to prepare financial statements for each financial year which give a true and fair view of the state

of affairs of the SCIB Group as at the financial year end and of the results and cash flows of the Group for the financial year then ended.

The Directors consider that, in preparing the financial statements of the SCIB Group for the financial year ended 31 December 2004 the Group has used

appropriate accounting policies, consistently applied and supported by reasonable and prudent judgment and estimates. The Directors also consider that all

applicable approved accounting standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern

basis.

The Directors are responsible for ensuring that the Group keeps accounting records which disclose with reasonable accuracy at any time the financial position

of the Group and which enable them to ensure that the financial statements comply with the provisions of the Companies Act, 1965.

The Directors are also responsible for taking such steps that are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud

and other irregularities.

The auditors’ responsibilities are stated in their report to the shareholders.

(This Statement of Directors’ Responsibilities is made in accordance with a resolution of the Board of Directors dated 28 February 2005)

Financial Report //Financial Report // / / . 26

Statement of Directors’ Responsibilities // . . . . . . . . . . . . . . . . . . . . . . . .

Directors’ Report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year

ended 31 December 2004.

Principal activities

The principal activities of the Company are that of investment holding and provision of management services. The principal activities of the subsidiary and

associated companies are described in Notes 9 and 10 to the financial statements. There have been no significant changes in the nature of these activities

during the financial year.

Results

Group Company

RM RM

Profit for the year 353,743 764,944

========= =========

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any

item, transaction or event of a material and unusual nature.

Reserves and provisions

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the Statement of Changes in Equity.

Dividend

No dividend has been paid, declared or proposed since the end of the previous financial year.

Share capital

During the year, the issued and paid-up share capital of the Company was increased from RM69,096,500 to RM73,168,400 by way of:

(a) the issuance of 3,207,900 new ordinary shares of RM1.00 each at par for cash upon the exercise of 3,207,900 warrants.

(b) the issuance of 864,000 new ordinary shares of RM1.00 each on conversion of 864,000 options granted under the Share Option Scheme at an exercise

price of RM1.73 each.

Share Option Scheme

The Company’s Share Option Scheme (“Scheme”), governed by the Share Option Scheme Bye-laws, became effective following the implementation by the

Company on 3 November 2003. The Scheme shall be in force for the duration of five (5) years commencing from 3 November 2003.

As at 31 December 2004, 3,984,200 options have been granted to eligible employees and Executive Directors of the Company and its subsidiaries at an offer

price of RM1.73 per share.

/ / . 27 Financial Report //Financial Report //

Directors’ Report

Share Option Scheme (contd.)

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the full list of option holders and their holdings,

except for eligible employees (excluding Executive Directors) with option allocation of 100,000 options and above, which are as follows:

Number of options over ordinary shares of RM1.00 each

Name Original total At 1.1.2004 Exercised Lapsed At 31.12.2004

options granted

Cho Yew Kay 172,200 103,400 (25,900) - 77,500

Tham Yok Min 172,200 151,200 (73,000) - 78,200

Tok Teck Hui 172,200 104,200 (104,200) - -

The main features of the Share Option Scheme are:

(a) Any employee, including Executive Directors, shall be eligible to participate in the Share Option Scheme if:

i) the employee has been employed on a full time basis and his employment has been confirmed on the date of offer;

ii) where the employee is not a Malaysian citizen, he must be serving the Group on a full time basis or where he is serving under an employment

contract, the contract should be for a duration of at least three years; and

iii) any director who holds office in a full-time executive capacity and whose allocation of shares under the scheme is specifically approved by the

shareholders of the Company in a general meeting.

(b) The total number of new shares to be offered under the Scheme shall not exceed 10% of the issued and paid-up share capital of the Company at any

point in time during the duration of the scheme.

(c) The option price for each RM1.00 share shall be the higher of a discount of not more than 10% from the average of the mean market quotation of the

shares as shown in the Daily Official List issued by the Bursa Malaysia Securities Berhad for the five market days immediately preceding the date of offer

of the option or the par value of the shares.

(d) The option granted under the Share Option Scheme shall be capable of being exercised on the first five market days of every calendar month during the

option period by giving notice in writing to the Company. The option may be exercised in full or in any lesser number provided the number shall be in

multiples of 100 shares, subject to the limit of maximum number of options exercisable set by the Option Committee from time to time.

(e) The number of options offered shall not be less than 100 shares and shall be in the multiples of 100 shares.

The status of the scheme at the end of the current financial year was as follows:

A. Total options offered on 3 November 2003 1,231,100

B. Adjustment for bonus and rights issues 2,753,100

C. Total options forfeited in 2003 upon resignation/retirement 31,300

/ / . 28Financial Report //Financial Report //

Directors’ Report

Share Option Scheme (contd.)

D. Total options exercised in 2003 994,500

E. Balance of options available for exercise as at the close of business on 31 December, 2004 [ E = A + B - C - D] 2,958,400

F. Total options forfeited in 2004 upon resignation/retirement 108,500

G. Total options exercised in 2004 864,000

H. Balance of options available for exercise as at the close of business on 31 December, 2004 [ H = E - F - G] 1,985,900

Significant events

Significant events during the financial year are disclosed in Note 28 to the financial statements.

Directors

The names of the Directors of the Company in office since the date of the last report and at the date of this report are:

YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo

YB Datuk Haji Talib bin Zulpilip

YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad (Group Managing Director)

Haji Zaidi bin Haji Ahmad (Executive Director)

YBhg. Datuk Michael Peter Donald Parker @ Michael Donald Peter Parker

YBhg. Datu Voon Chen Hian @ Voon Chen Kok

Dato’ Dr. Abdul Rahiman bin Dato’ A. S. Dawood

Dato’ Azhar bin Hashim

Augustine Jose Anak Duna (Resigned on 28.2.2005)

Richard Kiew Jiat Fong

Tan Chung Lok

Haji Wan LizOzman bin Wan Omar (Appointed on 12.4.2005 as Alternate Director

to YB Datuk Haji Talib bin Zulpilip)

Directors’ benefits

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company is a party, whereby Directors

might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate other than as disclosed.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate

amount of emoluments received or due and receivable by the directors as shown in Note 4 to the financial statements) by reason of a contract made by the

Company or a related corporation with any director or with a firm of which he is a member or with a company in which he has a substantial financial interest,

except as disclosed in Note 27 to the financial statements.

Financial Report //Financial Report /// / . 29

Directors’ Report

Directors’ interests in shares

According to the register of directors’ shareholding, the interest of directors in office at the end of the financial year in shares in the Company was as follows:

Number of ordinary shares of RM1 each

As at As at

1.1.2004 Bought Sold 31.12.2004

Direct Interest:

YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad 315,000 1,500,000 (1,373,715) 441,285

Haji Zaidi bin Haji Ahmad 244,000 205,100 (40,000) 409,100

Indirect Interest:

YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo 9,291,100 - (246,000) 9,045,100

YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad 10,530,000 1,000,000 (2,000,000) 9,530,000

Haji Zaidi bin Haji Ahmad 9,602,000 1,373,715 (4,080,000) 6,895,715

Number of options over ordinary shares of RM1 each

Exercise As at As at

price 1.1.2004 Exercised 31.12.2004

RM

YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad 1.73 351,000 - 351,000

Haji Zaidi bin Haji Ahmad 1.73 351,000 - 351,000

By virtue of their interest in shares of the Company, YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad and Haji Zaidi bin Haji Ahmad are also deemed interested

in the shares of the subsidiary companies to the extent of the Company’s interest in the subsidiaries.

None of the other Directors who held office at the end of the financial year had, according to the register required to keep under Section 134 of the Companies

Act, 1965, an interest in shares and options in the Company or its related corporations during the financial year.

Directors’ remuneration

Group Company

2004 2003 2004 2003

RM RM RM RM

Executive Directors

Salaries 464,280 421,500 464,280 421,500

Bonus - 91,250 - 91,250

Employee Provident Fund 55,728 61,536 55,728 61,536

Benefits-In-Kind 51,100 133,380 51,100 133,380

---------------- ---------------- ---------------- ----------------

571,108 707,666 571,108 707,666

========= ========= ========= =========


Directors’ Report

Directors’ remuneration (contd.)

Group Company

2004 2003 2004 2003

RM RM RM RM

Non-Executive Directors

Fee 160,800 134,400 160,800 134,400

Allowances 17,000 - 16,250 -

Benefits-In-Kind 17,400 17,400 17,400 17,400

---------------- ---------------- ---------------- ----------------

195,200 151,800 194,450 151,800

========= ========= ========= =========

The remuneration paid or payable to the Executive Directors and Non-Executive Directors of the Company are further analysed as follows:

Number of Directors

2004 2003

Executive Non-Executive Executive Non-Executive

Bands of remuneration

RM350,001 - RM400,000 - - 1 -

RM300,001 - RM350,000 1 - 1 -

RM250,001 - RM300,000 1 - - -

RM100,001 – RM250,000 - - - -

RM50,001 – RM100,000 - 1 - -

RM1 - RM50,000 - 8 - 8

Nil - - - 2

Other statutory information

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps:

(i) to ascertain that proper action has been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and 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 values as shown in the accounting records in the ordinary course of business

have been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of the provision for doubtful debts of the Group and of the Company inadequate to any

substantial extent; or

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.


Directors’ Report

Other statutory information (contd.)

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of

valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and

of the Company which would render any amount stated in the financial statements misleading.

(e) As 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 of the Group or of the Company which has arisen since the end of the financial year.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the

financial year which will or may affect the ability of the Group or of the Company to meet its obligations as and when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this

report which is 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.

Auditors

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors

YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad

Kuching, Malaysia

14 April 2005


We, YBhg. Tan Sri Datuk Amar (Dr.) Hamid Bin Bugo and YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad, being two of the Directors of Sarawak

Concrete Industries Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 35 to 67 are drawn

up in accordance with applicable MASB Approved Accounting Standards and the provision of the Companies Act, 1965 so as to give a true and fair view of the

financial position of the Group and of the Company as at 31 December 2004 and of the results and the cash flows of the Group and of the Company for the year

then ended.

Signed on behalf of the Board in accordance with a resolution of the Directors

YBhg. Tan Sri Datuk Amar (Dr.) Hamid Bin Bugo YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad

Kuching, Malaysia

14 April 2005

Statutory Declaration pursuant to Section 169(16) of the Companies Act, 1965

I, YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad, being the Director primarily responsible for the financial management of Sarawak Concrete Industries

Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 35 to 67 are in my opinion 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 by the abovenamed

YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad at

Kuching in the State of Sarawak on YBhg. Datuk Haji Zainal Abidin bin Haji Ahmad

Before me,

Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965


We have audited the accompanying financial statements set out on pages 35 to 67. These financial statements are the responsibility of the Company’s

Directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements, and to report our opinion to you, as a body, in accordance

with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report.

We have conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. These standards require that we plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant

estimates made by directors, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis

for our opinion.

In our opinion:

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved

Accounting Standards in Malaysia so as to give a true and fair view of:

(i) the financial position of the Group and of the Company as at 31 December 2004 and of the results of the Company and of the Group and the cash

flows of the Group and of the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements and consolidated financial statements;

and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries for which we are the auditors

have been properly kept in accordance with the provisions of the Act.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content

appropriate and proper for the purpose of the preparation of the consolidated financial statements and we have received satisfactory information and explanations

required by us for those purposes.

The Auditors’ Reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment require to be made

under Section 174 (3) of the Companies Act, 1965.

ERNST & YOUNG YONG VOON KAR

AF: 0039 1769/04/06 (J/PH)

Chartered Accountants Partner

Kuching, Malaysia.

14 April 2005

Report of the auditors to the members of Sarawak Concrete Industries Berhad


The accompanying notes form an integral part of the financial statements.

Income Statements for the year ended 31 December 2004

Group Company

Note 2004 2003 2004 2003

RM RM RM RM

Revenue 3 16,729,715 19,966,503 2,685,248 1,156,328

Cost of sales (12,781,254) (15,187,915) - -

--------------------------- --------------------------- --------------------------- ---------------------------

Gross profit 3,948,461 4,778,588 2,685,248 1,156,328

Other operating income 591,508 198,208 464,894 145,245

Distribution costs (638,888) (771,051) - -

Administrative expenses (2,981,682) (3,125,452) (2,019,232) (1,543,947)

--------------------------- --------------------------- --------------------------- ---------------------------

Profit/(loss) from operations 919,399 1,080,293 1,130,910 (242,374)

Finance costs (55,923) (41,615) (23,966) (35,793)

Share of associate’s results (63,444) (15,929) - -

--------------------------- --------------------------- --------------------------- ---------------------------

Profit/(loss) before taxation 4 800,032 1,022,749 1,106,944 (278,167)

Taxation 5 (446,289) (660,607) (342,000) (112,472)

--------------------------- --------------------------- --------------------------- ---------------------------

Profit/(loss) for the year 353,743 362,142 764,944 (390,639)

============ ============ ============ ============

Earnings per share (sen) 6

- basic 0.50 0.86

============ ============

- diluted 0.49 0.86

============ ============


Balance Sheets as at 31 December 2004

Group Company

Note 2004 2003 2004 2003

RM RM RM RM

Non-current assets

Property, plant and equipment 7 33,745,480 27,426,985 7,411,971 6,950,679

Land held for development 8 19,068,950 18,506,870 19,068,950 -

Investment in subsidiary companies 9 - - 11,874,920 11,874,920

Investment in associated company 10 523,257 586,736 - -

Other investment 11 - 130,000 - -

Current assets

Inventories 12 10,304,075 9,441,454 - -

Trade receivables 13 3,881,947 5,014,614 210,969 365,857

Other receivables, deposits and prepayments 14 14,721,166 6,826,188 7,812,299 6,275,987

Amount due from related companies 15 106,512 530,460 34,557,844 38,732,577

Fixed deposits with licensed banks 16 11,635,844 5,500,000 7,818,224 5,000,000

Cash and bank balances 989,395 12,964,422 604,438 12,520,596

--------------------------- --------------------------- --------------------------- ---------------------------

41,638,939 40,277,138 51,003,774 62,895,017

Current liabilities

Bankers’ acceptances, unsecured - 1,588,000 - 1,588,000

Trade payables 17 2,471,956 1,568,139 29,525 38,035

Other payables and accruals 18 2,420,149 1,410,050 2,037,738 870,107

Lease payables 19 74,396 26,908 28,973 26,908

Current tax liability 302,910 - 299,170 -

--------------------------- --------------------------- --------------------------- ---------------------------

5,269,411 4,593,097 2,395,406 2,523,050

Net current assets 36,369,528 35,684,041 48,608,368 60,371,967

--------------------------- --------------------------- --------------------------- ---------------------------

89,707,215 82,334,632 86,964,209 79,197,566

============ ============ ============ ============




Balance Sheets as at 31 December 2004

Group Company

Note 2004 2003 2004 2003

RM RM RM RM

Financed by:

Share capital 20 73,168,400 69,096,500 73,168,400 69,096,500

Reserves 21 12,416,182 11,431,719 11,386,317 9,990,653

--------------------------- --------------------------- --------------------------- ---------------------------

Shareholders’ funds 85,584,582 80,528,219 84,554,717 79,087,153

Long-term and deferred liabilities

Deferred tax liability 22 1,596,000 1,696,000 12,000 -

Land premium payable 23 2,316,052 - 2,316,052 -

Lease payables 19 210,581 110,413 81,440 110,413

4,122,633 1,806,413 2,409,492 110,413

--------------------------- --------------------------- --------------------------- ---------------------------

89,707,215 82,334,632 86,964,209 79,197,566

============ ============ ============ ============


Non-distributable Distributable

Share Share Revaluation Retained

Note capital premium reserve profits Total

RM RM RM RM RM

Group

At 1 January 2003 18,000,000 - 10,778,220 18,433,303 47,211,523

Capitalisation for bonus issue 22,500,000 - (7,093,000) (15,407,000) -

Issuance of shares:

Issued for cash 18,000,000 - - - 18,000,000

Acquisition of land 9,602,000 4,418,000 - - 14,020,000

Pursuant to ESOS 994,500 725,985 - - 1,720,485

Share issue expenses written off - (785,931) - - (785,931)

Profit for the year - - - 362,142 362,142

--------------------------- --------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2003 69,096,500 4,358,054 3,685,220 3,388,445 80,528,219

============ ============ ============ ============ ============

At 1 January 2004 69,096,500 4,358,054 3,685,220 3,388,445 80,528,219

Issuance of shares:

Pursuant to ESOS 864,000 630,720 - - 1,494,720

Exercise of warrants 3,207,900 - - - 3,207,900

Profit for the year - - - 353,743 353,743

--------------------------- --------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2004 73,168,400 4,988,774 3,685,220 3,742,188 85,584,582

============ ============ ============ ============ ============


Consolidated Statement of Changes in Equity for the year ended 31 December 2004


Non-

distributable Distributable

Share Share Retained

capital premium profits Total

RM RM RM RM

Company

At 1 January 2003 18,000,000 - 28,523,238 46,523,238

Capitalisation for bonus issue 22,500,000 - (22,500,000) -

Issuance of shares:

Issued for cash 18,000,000 - - 18,000,000

Acquisition of land 9,602,000 4,418,000 - 14,020,000

Pursuant to ESOS 994,500 725,985 - 1,720,485

Share issue expenses written off - (785,931) - (785,931)

Loss for the year - - (390,639) (390,639)

--------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2003 69,096,500 4,358,054 5,632,599 79,087,153

============ ============ ============ ============

At 1 January 2004 69,096,500 4,358,054 5,632,599 79,087,153

Issuance of shares:

Pursuant to ESOS 864,000 630,720 - 1,494,720

Exercise of warrants 3,207,900 - - 3,207,900

Profit for the year - - 764,944 764,944

--------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2004 73,168,400 4,988,774 6,397,543 84,554,717

============ ============ ============ ============


Statement of Changes in Equity for the year ended 31 December 2004


Consolidated Cash Flow Statement for the year ended 31 December 2004

Note 2004 2003

RM RM

Cash flows from operating activities

Profit before taxation 800,032 1,022,749

Adjustments for:

Allowance for doubtful debts 71,450 120,000

Depreciation of property, plant and equipment 2,073,349 2,216,764

Dividend income (4,500) -

Gain on disposal of quoted investment (281,225) (73,773)

(Gain)/loss on disposal of property, plant and equipment (44,999) 41,184

Interest expense 20,762 6,072

Interest income (351,577) (137,183)

Share of associate’s results 63,444 15,929

--------------------------- ---------------------------

Operating profit before working capital changes 2,346,736 3,211,742

Increase in inventories (862,621) (2,857,276)

(Increase)/decrease in receivables (6,659,520) 2,838,051

Increase/(decrease) in payables 4,229,969 (1,409,638)

Increase/(decrease) in amount due to related companies 423,948 (172,649)

--------------------------- ---------------------------

Cash (absorbed by)/generated from operations (521,488) 1,610,230

Interest expense (20,762) (6,072)

Taxation paid (416,325) (1,506,752)

--------------------------- ---------------------------

Net cash (used in)/from operating activities (958,575) 97,406

--------------------------- ---------------------------

Cash flows from investing activities

Acquisition of property, plant and equipment (8,183,846) (8,081,288)

Purchase of development property (562,080) (18,506,869)

Acquisition of quoted investment - (260,000)

Proceeds from disposal of property, plant and equipment 45,000 20,298

Interest received 351,577 137,183

Dividend received 3,240 -

--------------------------- ---------------------------

Net cash used in investing activities (8,346,109) (26,690,676)

--------------------------- ---------------------------

/ / . 40Financial Report //Financial Report //The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements

Consol idated Cash Flow Statement for the year ended 31 December 2004

Note 2004 2003

RM RM

Cash flows from financing activities

(Repayment of)/net proceeds from bankers’ acceptances (1,588,000) 1,588,000

Proceeds from issuance of shares 4,702,620 33,740,485

Proceeds from disposal of quoted investment 411,225 203,773

Repayment of lease payables (60,344) (12,679)

Share issue expenses written off - (785,931)

--------------------------- ---------------------------

Net cash from financing activities 3,465,501 34,733,648

--------------------------- ---------------------------

Net (decrease)/increase in cash and cash equivalents (5,839,183) 8,140,378

Cash and cash equivalents at the beginning of the year 18,464,422 10,324,044

--------------------------- ---------------------------

Cash and cash equivalents at the end of the year 24 12,625,239 18,464,422

============ ============


Cash Flow Statement for the year ended 31 December 2004

Note 2004 2003RM RM

Cash flows from operating activities

Profit/(loss) before taxation 1,106,944 (278,167)

Adjustments for:Allowance for doubtful debts 99,960 60,000Depreciation of property, plant and equipment 182,529 120,213Loss on disposal of property, plant and equipment (44,999) -Interest expense 8,832 6,072Interest income (313,867) (131,457)

--------------------------- ---------------------------Operating profit/(loss) before working capital changes 1,039,399 (223,339)

(Increase)/Decrease in receivables (1,481,384) 2,303,097Increase in payables 3,475,173 25,992Decrease/(Increase) in amount due from related companies 11,559,208 (21,721,843)

--------------------------- ---------------------------Cash generated from/(absorbed by) operations 14,592,396 (19,616,093)

Interest paid (8,832) (6,072)Taxation paid (30,830) (295,918)

--------------------------- ---------------------------Net cash from/(used in) operating activities 14,552,734 (19,918,083)

--------------------------- ---------------------------

Cash flows from investing activities

Acquisition of property, plant and equipment (8,028,297) (6,626,496)Proceeds from disposal of property, plant and equipment 45,000 -Purchase of land held for development (19,068,950) -Interest received 313,867 131,457

--------------------------- ---------------------------Net cash used in investing activities (26,738,380) (6,495,039)

--------------------------- ---------------------------

/ / . 42Financial Report //Financial Report //The accompanying notes form an integral part of the financial statements

The accompanying notes form an integral part of the financial statements

Cash Flow Statement for the year ended 31 December 2004

Note 2004 2003RM RM

Cash flows from financing activities

Net proceeds from bankers’ acceptances (1,588,000) 1,588,000Proceeds from issuance of shares 4,702,620 33,740,485Repayment of lease payables (26,908) (12,679)Share issue expenses written off - (785,931)

--------------------------- ---------------------------Net cash from financing activities 3,087,712 34,529,875

--------------------------- ---------------------------

Net (decrease)/increase in cash and cash equivalents (9,097,934) 8,116,753

Cash and cash equivalents at the beginning of the year 17,520,596 9,403,843--------------------------- ---------------------------

Cash and cash equivalents at the end of the year 24 8,422,662 17,520,596============ ============


1. Corporate information

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Second Board of the Bursa Malaysia Securities Berhad. The

registered office of the Company is located at Lot 1258, Jalan Utama, Pending Industrial Estate, 93450 Kuching.

Its principal activities are that of investment holding and provision of management services. The principal activities of the subsidiary and the associate companies are described

in Notes 9 and 10 to the financial statements. There have been no significant changes in these activities during the financial year.

The financial statements of the Group and of the Company are expressed in Ringgit Malaysia.

2. Significant accounting policies

(a) Basis of preparation

The financial statements of the Group and of the Company are prepared under the historical cost convention, modified to include the revaluation of certain property, plant

and equipment and comply with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia.

(b) Basis of consolidation

(i) Subsidiary companies

The consolidated financial statements include the financial statements of the Company and all its subsidiaries for the financial year ended 31 December 2004. Theresults of the subsidiaries are included in the consolidated financial statements from the date of acquisition or up to the date of disposal, as applicable.

Intra-group transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated financial statements reflect external transactions

only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered.

The difference between the aggregate cost of investments in subsidiaries and the fair values of net assets at the date of acquisition is retained in the consolidated

balance sheet as goodwill or reserve arising on consolidation as appropriate.

(ii) Associated company

Associated company is defined as a company in which the Company has a long term equity interest and where it exercises significant influence over the financialand operating policies.

Investment in the associated company is accounted for in the consolidated financial statements using the equity method of accounting based on the audited ormanagement financial statements of the associated company. Under the equity method of accounting, the Group’s share of results of the associated company

during the year is included in the consolidated income statement. The Group’s interest in the associated company is carried in the consolidated balance sheet at

cost plus the Group’s share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.

Unrealised gains on transactions between the Group and the associated companies are eliminated to the extent of the Group’s interest in the associated companies.

Unrealised losses are eliminated unless cost cannot be recovered.

Notes to the Financial Statements – 31 December 2004


2. Significant accounting policies (contd.)

(c) Investments in subsidiaries and associate

The Company’s investments in subsidiaries and associate are stated at cost. Allowance is made against such investments when, in the opinion of the Directors a

permanent diminution in value has occurred.

On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income statement.

(d) Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost or valuation less accumulated depreciation and impairment losses (if any). The policy for the recognition and measurement

of impairment losses is in accordance with Note 2(i).

Certain leasehold land and buildings are stated at valuation. The Company revalues its landed property at intervals of sufficient regularity such that the carrying amount

of the property does not differ materially from its fair value at the balance sheet date.

Any revaluation increase is credited to equity as a revaluation surplus, except to the extent that it reverses a revaluation decrease for the same asset previously recognised

as an expense, in which case the increase is recognised in the income statement to the extent of the decrease previously recognised. A revaluation decrease is first offset

against an increase on unutilised earlier valuation in respect of the same asset and is thereafter recognised as an expense. Upon the disposal of revalued assets, the

attributable revaluation surplus remaining in the revaluation reserve is transferred to retained profits.

Short-term leasehold land is amortised over the remaining term of the respective leases. Depreciation of other plant and equipment are provided for on a straight-line basis

to write off the cost/valuation of each asset to its residual value over the estimated useful lives at the following annual rates:

Buildings - 5%

Concrete jetty - 5%

Furniture, fittings and office equipment - 10% - 20%

Plant, machinery and equipment - 10% - 20%

Motor vehicles - 25%

Upon the disposal of an item of property, plant or equipment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the income

statement and the attributable portion of the revaluation surplus is taken directly to retained profits.

Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets.

(e) Development properties and land held for development

Land and development expenditure are classified as development properties when significant development work has been undertaken and is expected to be completed

within the normal operating cycle. Development properties are stated at cost plus attributable profits less foreseeable losses and progress billings. Cost includes cost of

land, all direct building costs, and other related development expenditure, including interest expenses incurred during the period of active development.

Land held for development consists of land held for future development where no significant development has been undertaken, and is stated at cost. Cost includes cost

of land and attributable development expenditure. Such assets are classified as development properties when significant development work has been undertaken and the

development is expected to be completed within the normal operating cycle.




(f) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis or standard cost, which approximates actual cost,

and includes cost of purchases and other directly attributable costs of acquisition. In arriving at the net realisable value, due allowance is made for all damaged, obsolete

and slow-moving items.

Cost of finished goods includes cost of raw materials, direct labour, other direct costs and appropriate proportion of factory overheads.

(g) Cash and cash equivalents

For the purpose of the Cash Flow Statements, cash and cash equivalents includes cash and bank balances and short term, highly liquid investments that are readily

convertible to cash with an insignificant risk of changes in value, net of outstanding bank overdraft.

(h) Finance leases

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and reward incident to ownership. All other leases are classified as operating

leases.

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value for the minimum lease

payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings.

In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine;

otherwise, the Company’s incremental borrowing rate is used.

Lease payments are apportioned between finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total

leasing commitments and the fair value of the assets acquired, are recognised as an expense in the income statement over the term of the relevant lease so as to produce

a constant periodic rate of charge on the remaining balance of the obligation for each accounting period.

The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipment as described in Note 2(d).

(i) Impairment of assets

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of impairment. If any such indication exists,

impairment is measured by comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value

in use, which is measured by reference to discounted future cash flows.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at revalued amount. Any impairment loss of a revalued

asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.




(j) Financial instruments

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating

to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly

to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle

the liability simultaneously.

(i) Marketable securities

Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is determined on the weighted average basis while

market value is determined based on quoted market values. Increases or decreases in the carrying amount of marketable securities are recognised in the income

statement. On disposal of market securities, the difference between net disposal proceeds and the carrying amount is recognised in the income statement.

(ii) Receivables

Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for doubtful debts based on a review of all

outstanding amounts as at the balance sheet date.

(iii) Payables

Payables are stated at cost, which is the fair value of the consideration to be paid in the future for goods and services received.

(iv) Interest-bearing borrowings

Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of

time to get ready for their intended use or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their

intended use or sale.

All other borrowing costs are recognised as an expense in the income statement in the period in which they are incurred.

(v) Equity instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incrementalexternal costs directly attributable to the equity transaction, which would otherwise have been avoided.




(k) Provision for liabilities

Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economicbenefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflectthe current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required tosettle the obligation.

(l) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and to the Company and the revenue can be reliably measured. Thefollowing specific recognition criteria must also be met before revenue is recognised:

(i) Sale of goods and services

Revenue from sales of goods is recognised when goods are delivered and invoiced.

(ii) Interest income

Interest is recognised on a time proportion basis that reflects the effective yield on the asset.

(iii) Management fee

Revenue from management services rendered is recognised as and when the services are performed.

(m) Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit forthe year and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carryingamounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for alldeductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductibletemporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negativegoodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affect neither accounting profit

nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on rates that have been enacted or

substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction, which is recognised directly in

equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred

tax is included in the resulting goodwill or negative goodwill.






(n) Employee benefits

(i) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the

Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their

entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income

statement as incurred.

(iii) Retirement benefits

The Company operates an unfunded, defined Retirement Benefit Scheme (“the Scheme”) for its eligible employees. The Company’s obligations under the Scheme are

determined based on pre-determined formula where the amount of benefit that employees have earned in return for their service in the current and prior years is estimated.

Past service cost is recognised immediately to the extent that the benefits are already vested.

The amount recognised in the balance sheet represents the estimated value of the defined benefit obligations and unrecognised past service cost, up to the balance sheet

date.

The Company’s Shares Option Scheme allows the Group’s employees to acquire ordinary shares of the Company. No compensation cost or obligation is recognised.

When the options are exercised, equity is increased by the amount of the proceeds received.

3. Revenue

Revenue of the Group comprises invoiced trading sales of precast concrete pipes, pre-stressed spun concrete piles and other related concrete products after allowance for goods

returned and trade discounts, management fee and gain on disposal of investment.

Revenue of the Company represents management fee received.

Revenue is analysed as follows:

Group Company

2004 2003 2004 2003

RM RM RM RM

Sales of goods 15,443,990 19,892,730 - -

Gain on disposal of investment 285,725 73,773 - -

Management fee received 1,000,000 - 2,685,248 1,156,328

--------------------------- --------------------------- --------------------------- ---------------------------

16,729,715 19,966,503 2,685,248 1,156,328

============ ============ ============ ============



4. Profit/(loss) before taxation

(a) Profit/(loss) before taxation is stated after

charging/(crediting):

Group Company

2004 2003 2004 2003

RM RM RM RM

Allowance for doubtful debts 71,450 120,000 99,960 60,000

Auditors’ remuneration

- Statutory audit 29,500 29,500 12,000 12,000

- Other services 1,500 7,000 1,500 7,000

Depreciation 2,073,349 2,216,764 182,529 120,213

Directors’ fees 160,800 134,400 160,800 134,400

Directors’ other emoluments 537,008 574,286 536,258 574,286

Dividend income (4,500) - - -

Gain on disposal of investment (281,225) (73,773) - -

Hire of plant and machinery 5,688 - - -

Interest expense 20,762 6,072 8,832 6,072

Interest income (351,577) (137,183) (313,867) (131,457)

(Gain)/loss on disposal of property, plant and equipment (44,999) 41,184 (44,999) -

Management fee received (1,000,000) - (2,685,248) (1,156,328)

============ ============ ============ ============

Director’s benefit-in-kind not included in the above amounted to RM68,500 (2003: RM150,780).

(b) Employee information

Group Company

2004 2003 2004 2003

RM RM RM RM

Staff costs 3,279,436 3,996,739 1,280,719 930,443

============ ============ ============ ============

2004 2003 2004 2003

Number of employees at the end of the year 158 177 32 31============ ============ ============ ============



5. TaxationGroup Company

2004 2003 2004 2003RM RM RM RM

Income tax:Based on results for the year 600,000 787,000 367,000 37,000(Over)/under provided in prior year (53,746) 62,495 (37,000) 80,472

--------------------------- --------------------------- --------------------------- ---------------------------546,254 849,495 330,000 117,472

--------------------------- --------------------------- --------------------------- ---------------------------Deferred tax (Note 23):Relating to reversal of temporary differences (100,000) (191,000) 12,000 (5,000)

Share of associate’s taxation 35 2,112 - ---------------------------- --------------------------- --------------------------- ---------------------------

Total tax expense for the year 446,289 660,607 342,000 112,472============ ============ ============ ============

Income tax is calculated at the Malaysian statutory tax rate of 28% (2003:28%) of the estimated assessable profit for the year.

A reconciliation of income tax expense applicable to profit/(loss) before taxation at the statutory tax rate to income tax expense at the effective income tax rate of theGroup and of the Company is as follows:

Group Company2004 2003 2004 2003RM RM RM RM

Profit/(loss) before taxation 800,032 1,022,749 1,106,944 (278,167)============ ============ ============ ============

Tax at Malaysian income tax of 28% 224,008 286,370 309,944 (77,887)Income not subject to tax (78,732) (20,656) - -Expense not deductible for tax 375,344 268,804 69,056 49,673Utilisation of current year’s reinvestment allowance (20,620) - - -Deferred tax assets not recognised - 61,482 - 60,214(Over)/under provision in prior year (53,746) 62,495 (37,000) 80,472Share of associate’s taxation 35 2,112 - -

--------------------------- --------------------------- --------------------------- ---------------------------Tax expense for the year 446,289 660,607 342,000 112,472

============ ============ ============ ============


6. Earnings per share

(a) Basic

Basic earnings per share is calculated by dividing the net profit for the year over the weighted average number of ordinary shares in issue during

the financial year.

Group

2004 2003

RM RM


Weighted average number of ordinary shares in issue 70,878,887 41,943,505

Basic earnings per share (sen) 0.50 0.86

The comparative basic earnings per share has been restated to take into account the effect of bonus issue during the financial year.

(b) Diluted

For the purpose of calculating diluted earnings per share, the net profit for the year and the weighted average number of ordinary shares in issue

during the financial year have been adjusted for the effects of dilutive potential ordinary shares from the conversion of the outstanding options

granted under Share Option Scheme into ordinary shares.

Group

2004 2003

RM RM


Weighted average number of ordinary shares in issue 70,878,887 41,943,505

Adjustment for assumed conversion of options 663,152 347,159

Adjusted weighted average number of ordinary shares in issue 71,542,039 42,290,664

Diluted earnings per share (sen) 0.49 0.86



7. Property, plant and equipment

Furniture,

Plant, fittings and

Leasehold Concrete machinery office Motor

land Buildings jetty and equipment equipment vehicles Total

Group RM RM RM RM RM RM RM

Cost/valuation

At 1 January 2004 14,215,623 5,187,637 400,000 19,819,028 791,427 1,220,893 41,634,608

Additions 4,474,838 16,574 - 5,590,343 21,672 75,926 10,179,353

Disposals - - - - - (1) (1)

--------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2004 18,690,461 5,204,211 400,000 25,409,371 813,099 1,296,818 51,813,960

============ ============ ============ ============ ============ ============ ============

Accumulated depreciation

Charge for the period 2003 353,513 255,387 20,000 1,392,358 60,282 135,224 2,216,764

============ ============ ============ ============ ============ ============ ============

At 1 January 2004 1,201,884 892,880 69,986 15,284,877 383,080 481,511 18,314,218

Charge for the year 371,888 259,096 20,000 1,152,682 68,627 201,056 2,073,349

--------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2004 1,573,772 1,151,976 89,986 16,437,559 451,707 682,567 20,387,567

============ ============ ============ ============ ============ ============ ============

Net book value

At 31 December 2004 17,116,689 4,052,235 310,014 8,971,812 361,392 614,251 31,426,393

============ ============ ============ ============ ============ ============

Capital work-in-progress, at cost 2,319,087

---------------------------

33,745,480

============



7. Property, plant and equipment (contd.)

Furniture,

Plant, fittings and

Leasehold Concrete machinery office Motor

land Buildings jetty and equipment equipment vehicles Total

RM RM RM RM RM RM RM

Group

Net book value

At 31 December 2003 13,013,739 4,294,757 330,014 4,534,151 408,347 739,382 23,320,390

============ ============ ============ ============ ============ ============


---------------------------

27,426,985

============

Analysis of cost/valuation:

2004

At valuation in 2000 7,005,515 679,588 (14,762) - - - 7,670,341

At cost 11,684,946 4,524,623 414,762 25,409,371 813,099 1,296,818 44,143,619

--------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- ---------------------------

18,690,461 5,204,211 400,000 25,409,371 813,099 1,296,818 51,813,960

============ ============ ============ ============ ============ ============ ============

2003

At valuation in 2000 7,005,515 679,588 (14,762) - - - 7,670,341

At cost 7,210,108 4,508,049 414,762 19,819,028 791,427 1,220,893 33,964,267

--------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- ---------------------------

14,215,623 5,187,637 400,000 19,819,028 791,427 1,220,893 41,634,608

============ ============ ============ ============ ============ ============ ============



Furniture,

fittings and

Leasehold office Motor

land equipment vehicles Total

RM RM RM RM

Company

Cost/valuation

At 1 January 2004 2,215,623 16,133 745,325 2,977,081

Additions 4,474,838 12,572 - 4,487,410

Disposal - - (1) (1)

--------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2004 6,690,461 28,705 745,324 7,464,490

============ ============ ============ ============

Accumulated depreciation

Charge for 2003 14,072 513 105,628 120,213

============ ============ ============ ============

At 1 January 2004 14,072 513 118,412 132,997

Charge for 2004 32,447 3,523 146,559 182,529

--------------------------- --------------------------- --------------------------- ---------------------------

At 31 December 2004 46,519 4,036 264,971 315,526

============ ============ ============ ============

Net book value

At 31 December 2004 6,643,942 24,669 480,353 7,148,964

============ ============ ============

Capital work-in-progress, at cost 263,007

---------------------------

7,411,971

============

At 31 December 2003 2,201,551 15,620 626,913 2,844,084

============ ============ ============


---------------------------

6,950,679

============






The leasehold land comprises:

Group Company

2004 2003 2004 2003

RM RM RM RM

Short-term leasehold land 14,343,932 14,215,623 2,343,932 2,215,623

Long term leasehold land 4,346,529 - 4,346,529 -

--------------------------- --------------------------- --------------------------- ---------------------------

18,690,461 14,215,623 6,690,461 2,215,623

============ ============ ============ ============

The Group’s two parcels of short-term leasehold land (one of which was previously revalued in the year 1994), the buildings thereon and concrete jetty

had been revalued in 2000 by the Directors based on their open market values as at 20 June 2000. The valuation was carried out by Mr. Chew Kwong

Cheong (V-141), a registered valuer of Jordan Lee, Jaafar & Chew Sdn. Bhd. The resultant revaluation surplus of RM9,991,843 was credited to the

revaluation surplus.

Had the revalued assets been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets that would have been

included in the financial statements at the end of the year/period is as follows:

Group

2004 2003

RM RM

Short-term leasehold land

- revalued in 1994 and further revalued in 2000 1,563,750 1,626,300

- revalued in 2000 897,735 920,124

--------------------------- ---------------------------

2,461,485 2,546,424

Buildings 1,859,960 2,075,980

Concrete jetty 139,725 160,463

--------------------------- ---------------------------

4,461,170 4,782,867

============ ============

8. Land held for development

Group Company

2004 2003 2004 2003

RM RM RM RM

Long term leasehold land, at cost 18,500,000 18,500,000 18,500,000 -

Development expenditure 568,950 6,870 568,950 -

--------------------------- --------------------------- --------------------------- ---------------------------

19,068,950 18,506,870 19,068,950 -

============ ============ ============ ============



9. Interest in subsidiary companies

Company

2004 2003

RM RM

Unquoted shares, at cost 11,874,920 11,874,920

============ ============

The details of the Group’s subsidiaries, which are incorporated and domiciled in Malaysia, are as follows:

Country of Effective

Name of company Principal activities incorporation Group interest

2004 2003

SCIB Holdings Sdn. Bhd. Investment holding Malaysia 100% 100%

Subsidiary companies of SCIB Holdings Sdn. Bhd.

SCIB Properties Sdn. Bhd. Property development Malaysia 100% 100%

SCIB Infraworks Sdn. Bhd. Inactive Malaysia 100% 100%

SCIB Concrete Manufacturing Sdn. Bhd. Manufacture and sale of concrete products Malaysia 100% 100%

SCIB Modular Concrete Products Sdn. Bhd. Inactive Malaysia 100% 100%

10. Associated company

Group

2004 2003

RM RM

Unquoted shares, at cost 49,000 49,000

Share of post-acquisition retained profits 474,257 537,736

--------------------------- ---------------------------

523,257 586,736

============ ============

The Group’s interest in the associated company is represented by:

Share of net assets 667,053 730,532

Discount on acquisition (143,796) (143,796)

--------------------------- ---------------------------

523,257 586,736

============ ============

The details of the associated company of SCIB Holdings Sdn. Bhd. are as follows:

Country of Effective

Name of company Principal activities incorporation Group interest

2004 2003

PPES Concrete Product Sdn. Bhd. Manufacture and sale of concrete products Malaysia 49% 49%



11. Other investment

Group

2004 2003

RM RM

Shares quoted in Malaysia, at cost - 130,000

============ ============

Market value of quoted shares - 304,000

============ ============

12. Inventories

At cost:

Raw materials 2,206,305 1,791,553

Manufactured inventories 7,346,972 7,132,244

Work-in- progress 220,329 -

Store and spares 530,469 517,657

--------------------------- ---------------------------

10,304,075 9,441,454

============ ============

13. Trade receivables

Group Company

2004 2003 2004 2003

RM RM RM RM

Trade receivables 4,343,397 5,404,614 640,929 695,857

Allowance for doubtful debts (461,450) (390,000) (429,960) (330,000)

--------------------------- --------------------------- --------------------------- ---------------------------

3,881,947 5,014,614 210,969 365,857

============ ============ ============ ============

Included in trade receivables of the Company is an amount of RM1,619 (2003: RM1,619) owing from the associated company of one of the Group’s

subsidiary companies.

The Group’s normal trade credit term ranges from 60 to 90 days. Other credit terms are assessed and approved on a case-by-case basis.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.


14. Other receivables, deposits and prepayments

Group Company

2004 2003 2004 2003

RM RM RM RM

Other receivables 1,161,482 477,764 1,086,816 385,411

Deposits and prepayments 13,050,466 6,013,447 6,725,483 5,890,576

Current tax asset 509,218 334,977 - -

--------------------------- --------------------------- --------------------------- ---------------------------

14,721,166 6,826,188 7,812,299 6,275,987

============ ============ ============ ============

The deposit for the proposed acquisition of development properties by a subsidiary of the Group amounting to RM5,567,453 is included under the

Group’s deposits and prepayments for the current financial year.

Included in deposits and prepayments of the Company is an amount of RM6,100,000 (2003: RM5,500,000) made as part payment of the indicative

purchase consideration for the proposed acquisition of the entire issued and paid-up share capital of Eurologic Sdn. Bhd.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.

15. Amount due from related companies

Group Company

2004 2003 2004 2003

RM RM RM RM

Amount due from subsidiaries - - 34,557,844 38,732,577

Amount due from associate (trade) 106,512 530,460 - -

--------------------------- --------------------------- --------------------------- ---------------------------

106,512 530,460 34,557,844 38,732,577

============ ============ ============ ============

The amount due from related companies is unsecured, interest-free and has no fixed term of repayment.

16. Fixed deposits with licensed banks

The weighted average interest rates and the average maturities of deposits as at 31 December 2004 ranges between 2.50% to 3.25% (2003: 2.20% to

3.00%) per annum and between 13 to 55 days (2003: 7 days to 30 days) respectively.

17. Trade payables

The normal trade credit term granted to the Group ranges from 30 to 90 days.




18. Other payables and accruals

Group Company

2004 2003 2004 2003

RM RM RM RM

Other payables 1,074,442 505,793 1,035,092 473,467

Accruals 400,797 675,473 159,012 286,154

Land premium payable (Note 23) 733,148 - 733,148 -

Provision for retirement benefits 211,762 228,784 110,486 110,486

--------------------------- --------------------------- --------------------------- ---------------------------

2,420,149 1,410,050 2,037,738 870,107

============ ============ ============ ============

19. Lease payables

Group Company

2004 2003 2004 2003

RM RM RM RM

Repayable within 12 months 74,396 26,908 28,973 26,908

Repayable after 12 months 210,581 110,413 81,440 110,413

--------------------------- --------------------------- --------------------------- ---------------------------

284,977 137,321 110,413 137,321

============ ============ ============ ============

Minimum lease payment:

Not later than one year 92,208 35,256 35,256 35,256

Later than one year but not later than two years 92,208 35,256 35,256 35,256

Later than two year but not later than five years 137,224 88,110 52,854 88,110

--------------------------- --------------------------- --------------------------- ---------------------------

321,640 158,622 123,366 158,622

Future finance charges (36,663) (21,301) (12,953) (21,301)

--------------------------- --------------------------- --------------------------- ---------------------------

Present value 284,977 137,321 110,413 137,321

============ ============ ============ ============

The hire purchase liability bore interest at the balance sheet date of 6.54% per annum.



20. Share capital

Group and Company

2004 2003

RM RM

Ordinary shares of RM1.00 each

Authorised:

Balance at 1 January 100,000,000 25,000,000

Created during the year - 75,000,000

--------------------------------- ---------------------------------

Balance at 31 December 100,000,000 100,000,000

============== ==============

Issued and fully paid:

Balance at 1 January 69,096,500 18,000,000

Bonus issue - 22,500,000

Rights issue during the year - 18,000,000

Exercise of warrants 3,207,900 -

Exercise of options under Share Option Scheme 864,000 994,500

Allotted during the year - 9,602,000

--------------------------------- ---------------------------------

Balance at 31 December 73,168,400 69,096,500

============== ==============

During the year, the issued and paid-up share capital of the Company was increased from RM69,096,500 to RM73,168,400 by way of:

(a) the issuance of 3,207,900 new ordinary shares of RM1.00 each at par for cash upon the exercise of 3,207,900 warrants.

(b) the issuance of 864,000 new ordinary shares of RM1.00 each on conversion of 864,000 options granted under the Share Option Scheme at an

exercise price of RM1.73 each.

21. Reserves

Movements in reserves are shown in the Statements of Changes in Equity.

Based on the estimated tax credits available, the entire revenue reserve of the Company is available for distribution by way of dividends without

incurring additional tax liability. In addition, the Company has tax exempt credit estimated at RM8,798,000 (2003: RM8,798,000) which is available for

distribution as tax exempt dividends. These amounts are subject to agreement by the Inland Revenue Board.



22. Deferred taxationGroup Company

2004 2003 2004 2003RM RM RM RM

Balance at 1 January 1,696,000 1,887,000 - 5,000Recognised in the income statement (100,000) (191,000) 12,000 (5,000)

--------------------------- --------------------------- --------------------------- ---------------------------Balance at 31 December 1,596,000 1,696,000 12,000 -

============ ============ ============ ============

The component and movement of deferred tax liabilities during the financial year are as follows:

Revaluation of leasehold Accelerated capital land and building allowances Total

Group RM RM RM

Balance at 1 January 610,000 1,086,000 1,696,000Recognised in the income statement - (100,000) (100,000)

--------------------------- --------------------------- ---------------------------Balance at 31 December 610,000 986,000 1,596,000

============ ============ ============Company

Balance at 1 January - - -Recognised in the income statement - 12,000 12,000

--------------------------- --------------------------- ---------------------------Balance at 31 December - 12,000 12,000

============ ============ ============

23. Land premium payableGroup Company

2004 2003 2004 2003RM RM RM RM

Repayable within twelve months 733,148 - 733,148 -Repayable after twelve months 2,316,052 - 2,316,052 -

--------------------------- --------------------------- --------------------------- ---------------------------3,049,200 - 3,049,200 -

============ ============ ============ ============



24. Cash and cash equivalentsGroup Company

2004 2003 2004 2003RM RM RM RM

Cash and bank balances 989,395 12,964,422 7,818,224 12,520,596Fixed deposits with licensed banks 11,635,844 5,500,000 604,438 5,000,000

--------------------------- --------------------------- --------------------------- ---------------------------12,625,239 18,464,422 8,422,662 17,520,596============ ============ ============ ============

25. Capital commitments

Capital expenditure not provided for in the financial statements:

Authorised and contracted for 2,592,335 616,000 - 456,000Authorised and not contracted for 33,826,700 7,524,500 - 7,524,500

--------------------------- --------------------------- --------------------------- ---------------------------36,419,035 8,140,500 - 7,980,500============ ============ ============ ============

26. Contingent liability, unsecuredCompany

2004 2003RM RM

Corporate guarantee given to a bank for credit facilities granted to a subsidiary 5,900,000 -============ ============

27. Significant related party transactions

During the financial year, the Group and the Company had, in the normal course of business transacted on normal commercial terms the followingsignificant related party transactions:

Group2004 2003RM RM

(a) Transactions with companies in which certain Directors of the Company have financial interest:

Income

Sales to Zecon Engineering Bhd - 31,751Sales to Zecon Geotechnical Services Sdn. Bhd. 269,620 206,180Sales to Petra Jaya Properties Sdn. Bhd. 44,739 -Sales to Oricon Sdn. Bhd. 717,355 -Project management fees from N S Water Consortium Sdn. Bhd. 1,000,000 -



27. Significant related party transactions (contd.)

Group

2004 2003

RM RM

(a) Transactions with companies in which certain Directors of the Company have financial interest: (contd.)

Expenditure

Purchase of raw material and moulds from LCS Metal Works 163,548 604,605

Purchase of general hardware from LCS Trading Co. Sdn. Bhd. 33,746 5,126

Purchase of roofing construction materials from Super Glory Industries Sdn. Bhd. 100,928 -

(b) Transactions with the associate, PPES Concrete Product Sdn. Bhd.

Income

Sale of concrete products 598,962 1,128,985

Expenditure

Commission expense 44,937 84,632

============ ============

(c) Transactions with subsidiary companies:

Company

2004 2003

RM RM

Income

Purchase of concrete ready mix from SCIB Concrete Manufacturing Sdn. Bhd. 791,816 -

Management fees received from

SCIB Concrete Manufacturing Sdn. Bhd. 1,683,207 1,156,328

SCIB Holdings Sdn. Bhd. 2,041 -

============ ============

27. Significant related party transactions (contd.)

(d) Directors’ remuneration:Group Company

2004 2003 2004 2003RM RM RM RM

Executive Directors

Salaries 464,280 421,500 464,280 421,500Bonus - 91,250 - 91,250Employee Provident Fund 55,728 61,536 55,728 61,536Benefits-In-Kind 51,100 133,380 51,100 133,380

--------------------------- --------------------------- --------------------------- ---------------------------571,108 707,666 571,108 707,666

============ ============ ============ ============

Non-Executive Directors

Fee 160,800 134,400 160,800 134,400Allowance 17,000 - 16,250 -Benefits-In-Kind 17,400 17,400 17,400 17,400

--------------------------- --------------------------- --------------------------- ---------------------------195,200 151,800 194,450 151,800

============ ============ ============ ============

The remuneration paid or payable to Executive Directors and Non-Executive Directors of the Company are further analysed as follows:

Number of Directors2004 2003

Executive Non-Executive Executive Non-ExecutiveBands of remuneration

RM350,001 - RM400,000 - - 1 -RM300,001 - RM350,000 1 - 1 -RM250,001 - RM300,000 1 - - -RM100,001 - RM200,000 - - - -RM50,001 - RM100,000 - 1 - -RM1 - RM50,000 - 8 - 8Nil - - - 2

28. Significant events

(a) Proposed acquisition of Eurologic Sdn. Bhd.

On 6 November 2003, the Company announced that it has entered into a Conditional Share Sale Agreement with Alcovest Connection Sdn.Bhd., Orionsun Gains Sdn. Bhd. and Tiara Senja Sdn. Bhd. to acquire the entire issued and paid-up share capital of Eurologic Sdn. Bhd.Eurologic Sdn. Bhd. has a 65% equity interest in N S Water Konsortium Sdn. Bhd. (“Konsortium”), the water concession company which hasbeen granted the exclusive privatisation rights of Jabatan Bekalan Air Negeri Sembilan (JBANS) (“Privatisation project”) upon the terms andconditions to be agreed upon between the State Government and the Konsortium. The indicative purchase consideration of RM175,000,000 to



Notes to the Financial Statements – 31 December 2004 (contd.)


28. Significant events (contd.)

(a) Proposed acquisition of Eurologic Sdn. Bhd. (contd.)

be satisfied by way of RM10,000,000 in cash and the balance of RM165,000,000 via the issuance of 73,991,031 new shares in the Company at an issue price of RM2.23.However, the final purchase consideration is subject to the approval of the Securities Commission and the final valuation of the Privatisation Project. As at the date of thisreport, the proposed acquisition has not been completed.

(b) Proposed share split

Bursa Malaysia Securities Berhad and the Securities Commission had, via theirs letters dated 15 December 2004 and 17 December 2004, respectively, approved thefollowing:

(i) Proposed share split involving the subdivision into two (2) new ordinary shares of RM0.50 each in the Company for every one (1) existing ordinary share of RM1.00each held in the Company (“Proposed Share Split”)

(ii) The listing and quotation on the Second Board of Bursa Malaysia Securities Berhad for the following:

(1) Up to 197,924,760 new RM0.50 shares to be created pursuant to the Proposed Share Split;

(2) Up to 15,553,700 additional warrants to be issued pursuant to the adjustment clause under the Deed Poll for the warrants, arising from the effects of theProposed Share Split;

(3) Up to 15,553,700 new RM0.50 shares to be issued pursuant to the exercise of the additional warrants; and

(4) The new RM0.50 shares to be issued pursuant to the exercise of the options granted/to be granted under the existing Share Option Scheme of the Companyarising from the effects of the Proposed Share Split

(c) Proposed acquisition of 56 units of apartment within Santubong Tower

The Group has on 4 October 2004 via its wholly owned subsidiary company, SCIB Properties Sdn. Bhd. (“SCIBP”) entered into a Conditional Option Agreement withSantubong Suites Sdn. Bhd. (“SSSB”), where SCIBP has been granted the option to acquire 56 units of apartments within Santubong Tower for a purchase considerationof RM18,558,175 to be satisfied via cash. On 6 October 2004, SCIBP had paid a 30% down payment amounting to RM5,567,453 to SSSB in accordance to the salientterms of the Conditional Option Agreement.

The Group announced on 7 February 2005 that it has received the approval letter dated 19 January 2005 from the Foreign Investment Committee. The proposedacquisition is still subject to approvals from shareholders of the Company and any other relevant authorities. On 7 April 2005, the Group announced its intention to disposethe entire apartment units to the general public upon completion of the proposed acquisition.

(d) Proposed private placement

On 8 November 2004, the Company announced that it will implement a Proposed Private Placement of new ordinary shares of RM1.00 each in the Company of not morethan 10% of the issued and paid-up share capital of the Company at an issue price to be determined at a later date.

Subsequently, the Company has obtained approvals on the proposed private placement from Securities Commission and the Ministry of International Trade and Industryon 22 November 2004 and 31 December 2004 respectively. On 16 February 2005, the Company announced that the issue price of the placement shares has been fixedat RM1.20 per share, representing a discount of 30.23% to the weighted average market price of RM1.72 per shares for five consecutive market days until and including15 February 2005.

29. Financial instruments

(a) Financial risk management objectives and policies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilstmanaging its liquidity, interest rate and credit risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not toengage in speculative transactions.

(b) Liquidity risk

The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all repayment and funding needs are met. Aspart of its overall prudent liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. Asfar as possible, the Group raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with some short term funding soas to achieve overall cost effectiveness.

(c) Interest rate risk

The Group’s primary interest rate risk relates to interest-bearing assets, as the Group had no substantial long-term interest bearing debts as at 31 December 2004. Theinvestment in financial assets is short term in nature and they are not held for speculative purposes.

(d) Credit risk

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised andmonitored via strictly limiting the Group’s associations to business partners with good creditworthiness. Trade receivables are monitored on an ongoing basis via Groupmanagement reporting procedures.

The Group neither have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financialinstruments.

(e) Fair values

The carrying amount of short term financial assets and liabilities approximate their fair value due principally to the relative short maturity term of these financial instruments.

The Directors are of the opinion that it is not practical to estimate the fair values of amount due from subsidiaries and associate due principally to a lack of fixed repaymentterm entered by the parties involved and without incurring excessive costs. However, the Group does not anticipate the carrying amounts recorded at the balance sheetdate to be significantly different from the values that would eventually be received or settled.

30. Segmental information

Segmental information under Malaysian Accounting Standards Board (MASB) Standard 22 is not relevant as the Group is principally involved in the homogeneous activity ofmanufacturing and sale of precast concrete pipes, prestressed spun concrete piles and other related concrete products in Malaysia.

31. Authorisation for issue of financial statements

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 28 February 2005.



/ / . 68

SHARE CAPITAL

Authorised Share Capital : RM100,000,000

Issued and Paid-up Capital : RM73,577,500

Class of Share : Ordinary shares of RM1.00 each

Voting Rights : One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDERS

Size of Holdings No. of Holders Total Holdings %

1 to 99 224 7,739 0.01

100 to 1,000 616 535,312 0.73

1,001 to 10,000 2,986 12,127,675 16.48

10,001 to 100,000 485 11,060,749 15.03

100,001 to 3,678,874 (*) 29 18,014,775 24.48

3,678,875 and above (**) 5 31,831,250 43.26

__________ __________ __________

4,345 73,577,500 100.00

========== ========== ==========

Remark : * - Less than 5% of Issued Holdings

** - 5% and above of Issued Holdings

SUBSTANTIAL SHAREHOLDERS

No. of shares Held

Name of Shareholders Direct % Indirect %

1. Pacific Unit Sdn. Bhd. 9,203,500 12.51 - -

2. AMMB Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Hydrostar Sdn. Bhd 8,530,000 11.59 - -

3. Oricon Sdn. Bhd. 6,895,715 9.37 - -

4. Wee Song Ching 6,736,900 9.15 - -

5. Sarawak Economic Development Corporation 6,481,250 8.81 - -

6. YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo 2,423,000 3.30 9,203,500(a) 12.51

7. Tuan Haji Zainal Abidin bin Haji Ahmad 732,185 1.00 9,280,000(b) 12.61

8. Hajjah Azlina Abdullah - - 16,175,715(c) 21.98

9. Tuan Haji Zaidi bin Haji Ahmad 409,100 0.56 6,895,715(d)

Notes:

(a) Deemed interested by his substantial shareholdings in Pacific Unit Sdn. Bhd.

(b) Deemed interested by his substantial shareholdings in Hydrostar Sdn. Bhd. held through AMMB Nominees (Tempatan) Sdn. Bhd and Dawla Capital Sdn. Bhd. held through Mayban Securities

Nominees (Tempatan) Sdn. Bhd.

(c) Deemed interested by her substantial shareholdings in Hydrostar Sdn. Bhd, Oricon Sdn Bhd. and Dawla Capital Sdn. Bhd.

(d) Deemed interested by his substantial shareholdings in Oricon Sdn. Bhd.

Analysis of Shareholdings as at 16 May 2005

Analysis of Shareholdings //Analysis of Shareholdings //

/ / . 69

DIRECTORS’ SHAREHOLDINGS

No. of shares Held

Direct % Indirect %

YBhg. Tan Sri Datuk Amar (Dr.) Hamid bin Bugo 2,423,000 3.30 9,203,500(a) 12.51

YB Datuk Haji Talib bin Zulpilip - - - -

Tuan Haji Zainal Abidin bin Haji Ahmad 732,185 1.00 9,280,000(b) 12.61

Tuan Haji Zaidi bin Haji Ahmad 409,100 0.56 6,895,715(c) 9.37

YBhg. Datuk Michael Peter Donald Parker @

Michael Donald Peter Parker - - - -

YBhg. Datu Voon Chen Hian @ Voon Chen Kok - - - -

Mr. Richard Kiew Jiat Fong - - - -

Mr. Tan Chung Lok - - - -

Dato’ Dr. Abdul Rahiman bin Dato’ A S Dawood - - - -

Dato’ Azhar bin Hashim - - - -

Tuan Haji Wan LizOzman bin Wan Omar - - - -

Notes:

(a) Deemed interested by his substantial shareholdings in Pacific Unit Sdn. Bhd.

(b) Deemed interested by his substantial shareholdings in Hydrostar Sdn. Bhd. held through AMMB Nominees (Tempatan) Sdn. Bhd and Dawla Capital Sdn. Bhd. held through Mayban Securities

Nominees (Tempatan) Sdn. Bhd.

(c) Deemed interested by his substantial shareholdings in Oricon Sdn. Bhd.



/ / . 70


LIST OF THIRTY (30) LARGEST SHAREHOLDERS

Name of Shareholders No. of Shares %

1. Pacific Unit Sdn. Bhd. 9,203,500 12.51

2. AMMB Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Hydrostar Sdn.Bhd. 8,530,000 11.59

3. Sarwak Economic Development Corporation 6,481,259 8.81

4. HDM Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Wee Song Ching 3,856,500 5.24

5. Kenanga Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Oricon Sdn.Bhd. 3,760,000 5.11

6. Oricon Sdn.Bhd. 3,135,715 4.26

7. Tommy Bin Bugo @ Hamid Bin Bugo 1,593,000 2.17

8. RHB Capital Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Wee Song Ching 1,400,000 1.90

9. Mayban Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Lee Swee Eng 1,282,200 1.74

10. Mayban Securities Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Digital Network Sdn.Bhd. 1,234,900 1.68

11. HSBC Nominees (Tempatan) Sdn. Bhd.

HSBC (Malaysia) Trustee Berhad for Amanah Saham Sarawak 1,000,000 1.36


Pledged Securities Account for Wee Song Ching 956,000 1.30


Pledged Securities Account for Tommy Bin Bugo @ Hamid Bin Bugo 830,000 1.13

14. Mayban Securities Nominees (Tempatan) sdn.Bhd.

Pledged Securities Account for Dawla Capital Sdn.Bhd. 750,000 1.02

15. Mayban Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Zainal Abidin Bin Ahmad 610,285 0.83

16. HLB Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Wee song Ching 524,400 0.71

17. Yeow Kheng Chew 500,000 0.68

18. Mayban Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Rewi Hamid Bugo 410,000 0.56



LIST OF THIRTY (30) LARGEST SHAREHOLDERS (contd.)

Name of Shareholders No. of Shares %

19. Kenanga Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Zaidi Bin Ahmad 409,100 0.56

20. HSBC Nominees (Tempatan) Sdn. Bhd.

Sim Men Kin @ Andrew Sim 400,000 0.54

21. Tan Siew Lan 385,000 0.52

22. Su Ming Keat 365,400 0.50


Pledged Securities Account for Hamni Bin Juni 262,425 0.36

24. Yeo Kim Hock 254,000 0.35

25. Public Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Leon Chin Yee 250,650 0.34

26. M & A Nominee (Asing) Sdn.Bhd.

Toh Ah Guan @ Toh Hee Nam 250,000 0.34

27. Digital Network Sdn.Bhd. 244,800 0.33

28. Ung Chin Min 175,000 0.24

29. TA Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Tee Choon Kee 166,800 0.23

30. HLG Nominee (Tempatan) Sdn .Bhd

Assar Asset Management Sdn.Bhd. for Assar Industri Sdn.Bhd. 148,700 0.20

_____________ __________

Total 49,369,625 67.10

============= ==========

/ / . 71 Analysis of Shareholdings //Analysis of Shareholdings //

Analysis of Warrantholders as at 16 May 2005

Type of Securities : Warrants

Voting Rights : One (1) vote per warrant

DISTRIBUTION OF SHAREHOLDERS

Size of Holdings No. of Holders Total Holdings %

1 to 99 79 722 0.00

100 to 1,000 627 580,228 3.99

1,001 to 10,000 1,113 3,520,850 24.23

10,001 to 100,000 100 2,677,000 18.42

100,001 to 726,529 (*) 2 616,800 4.24

726,530 and above (**) 3 7,135,000 49.10

__________ __________ __________

1,924 14,530,600 100.00

========== ========== ==========

Remark : * - Less than 5% of Issued Holdings

** - 5% and above of Issued Holdings

LIST OF THIRTY (30) LARGEST WARRANTHOLDERS

Name of Shareholders No. of Warrants %

1. AMMB Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Hydrostar Sdn.Bhd. 3,240,000 22.30

2. Pacific Unit Sdn. Bhd. 2,874,000 19.78

3. Sarwak Economic Development Corporation 1,021,000 7.03

4. Digital Network Sdn. Bhd 499,000 3.43


Pledged Securities Account for Lau Kwai 117,800 0.81

6. Chua Kin Hua 98,700 0.68


Pledged Securities Account for Lee Swee Eng 96,500 0.66

8. Yau See Hing 83,000 0.57

9. Mayban Securities Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Digital Network Sdn.Bhd 81,000 0.56

10. Tipol Bin Mantasit 78,000 0.54

11. RHB Nominees (Tempatan) Sdn.Bhd.

Pledged Securities Account for Yong Chee Sang 73,800 0.51

/ / . 72Analysis of Warrantholders //Analysis of Warrantholders //

Analysis of Warrantholders as at 16 May 2005

LIST OF THIRTY (30) LARGEST WARRANTHOLDERS (contd.)

Name of Shareholders No. of Warrants %

12. Tan Siew Koon 72,000 0.50

13. Yip Hoong Kwong 67,000 0.46

14. Tan Lee Kuang 60,000 0.41

15. Chew Aiman 57,000 0.39

16. Lai Ta Lee 56,000 0.39

17. HDM Nominees (Asing) Sdn. Bhd.

Phillip Securities Pte Ltd for Haren Shah 55,000 0.38

18. Malacca Equity Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Gau Hing Kau @ Goh Hing Pin 50,000 0.34

19. Public Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Leon Chin Yee 50,000 0.34

20. HLB Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Chew Aiman 50,000 0.34

21. Chew Cheng Hin 48,000 0.33

22. Lum Meng Yu 42,000 0.29

23. RC Nominees (Tempatan) Sdn.Bhd.

Lai Lim Fui (SBB KCH) 41,000 0.28

24. Koay Yen Hong 40,000 0.28

25. OSK Nominees (Tempatan) Sdn. Berhad.

Pledged Securities Account for Chew Kheng Hai 39,500 0.27

26. Chua Eng Lim 39,400 0.27

27. Ali Udin Bin Imam Pandin 34,000 0.23

28. Lau Boon Hock @ Low Hok Lee 30,000 0.21

29. TA Nominees (Tempatan) Sdn. Bhd.

Pledged Securities Account for Chen Chin Lim 30,000 0.21

30. Wong Chee Kong 30,000 0.21

_____________ __________

Total 9,153,700 61.88

============= ==========

/ / . 73 Analysis of Warrantholders //Analysis of Warrantholders //

List of Properties

Properties held by the Group as at 31 December 2004

Tenure Description/ Approximate Age of Existing Net Book

Location Area (sq.m.) Building Use Value

(Years) (RM’000)

*60 years Leasehold land with factory at 32,290 25 Factory 10,755

leasehold Lot No. 1258, Jalan Utama, Building

expiring 2035 93450 Kuching, Sarawak

*55 years Leasehold land with office building 8,794 23 Factory Building & 3,770

leasehold and factory at Lot No. 1167, Office Premises

expiring 2037 Jalan Utama, 93450 Kuching,

Sarawak

60 years Leasehold land at Lot No. 830, 27,930 - Factory Building & 2,279

leasehold Block No. 7, Muara Tebas Land District, Office Premises

expiring 2053 Kuching, Sarawak

60 years Leasehold land at Lot No. 1166, 40,469 - Vacant 4,365

leasehold Block No. 8, Muara Tebas Land District,

expiring 2064 Kuching, Sarawak

* These properties had been revalued, please refer to Note 7 on pages 53 to 56 for further details.

/ / . 74Analysis of Warrantholders //Analysis of Warrantholders //

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

NOTICE IS HEREBY GIVEN THAT the Twenty-Ninth(29th) Annual General Meeting of the Company will be held at the Conference Room, Menara Zecon, 8th

Floor, Lot 393 Section 5, KTLD Jalan Satok, 93400 Kuching, Sarawak on Monday, 27 June 2005 at 11:30a.m. for the following purposes:

AGENDA

(e) To transact any other business of the Company of which due notice shall have been given in accordance with the Companies Act, 1965 and the

Company’s Articles of Association.

ORDINARY BUSINESS

(a) To receive the Audited Financial Statements for the financial year ended 31 December 2004 together with the Reports of the Directors

and Auditors thereon.

(b) To re-elect the following Directors, who retire in accordance with Article 115 of the Company’s Articles of Association:-

i.) Datuk Haji Zainal Abidin Bin Haji Ahmad

ii.) Haji Zaidi Bin Haji Ahmad

iii.) Richard Kiew Jiat Fong

(c) To appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

(d) To consider, and if thought fit, pass the following resolution as an ordinary resolution:-

Ordinary Resolution

Authority pursuant to Section 132D of the Companies Act, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965, and subject always to the approval of the relevant authorities, the

Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and

for such purposes as the Directors may deem fit, provided that the aggregate number of shares issued pursuant to this resolution

does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered

to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and

that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

S A R AWA KCONCRETEINDUSTRIESB E R H A DCOMPANY NO 25583-W

Notice of Annual General MeetingNotice of Annual General Meeting/ / . 75

Notice of Annual General Meeting

BY ORDER OF THE BOARD


NURULUYUN BINTI ABDUL JABAR (MIA 9113)

MAY WONG MEI LING (MIA 18483)

Joint Company Secretaries

Dated: 3 June 2005

Kuching

Notes:

1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the

Company.

2. To be valid, the duly completed proxy form must be deposited at the Registered Office of the Company at Lot 1258, Jalan Utama, Pending Industrial

Estate, 93450 Kuching, Sarawak not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section 149(1)(c)

of the Companies Act, 1965 are complied with.

4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be

represented by each proxy.

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

Explanatory Note on Special Business

6. Ordinary Resolution pursuant to Section 132D of the Companies Act, 1965

The proposed resolution No. 5 in relation to authority to issue shares pursuant to Section 132D of the Companies Act, 1965, if passed, will empower the

Directors to issue and allot shares up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being, for such

purposes as the Directors consider would be in the interests of the Company and also to empower the Directors to obtain approval from Bursa Malaysia

Securities Berhad for the listing of and quotation for additional shares issued. This authority, unless revoked or varied at a general meeting, will expire

at the next Annual General Meeting of the Company.

The approval for issuance and allotment of shares of RM1.00 each in the Company (“Shares”) up to an aggregate amount not exceeding 10% of the

issued and paid-up share capital of the Company was obtained during the previous Annual General Meeting (“AGM”) held on 28 June 2004 which

approval will lapse prior to the forthcoming AGM. The private placement of up to 10% of the issued and paid-up share capital of the Company (“Private

Placement”) which was announced on 8 November 2004 is currently pending completion and should the Private Placement not completed by the

forthcoming AGM, the approval for this resolution No. 5 is required for the Company to implement the Private Placement.

Notice of Annual General MeetingNotice of Annual General Meeting / / . 76

Notice of Annual General Meeting

1. The following Directors who are standing for re-election in accordance to Article 115 of the Company’s Articles of Association at the Twenty-Ninth (29th)

Annual General Meeting of the Company are :-

(a) Datuk Haji Zainal Abidin Bin Haji Ahmad

(b) Haji Zaidi Bin Haji Ahmad

(c) Richard Kiew Jiat Fong

2. Further details of Directors who are standing for re-election at the Annual General Meeting are available on pages 7 to 11.

3. There were 3 Board of Directors’ Meeting held during the financial year ended 31 December 2004. Details of attendance at Board of Meetings are

outlined on page 15 to 16.

4. The Twenty-Ninth (29th) Annual General Meeting of the Company will be held at the Conference Room, Menara Zecon, 8th Floor, Lot 393 Section 5,

KTLD Jalan Satok, 93400 Kuching, Sarawak on Monday, 27 June 2005 at 11:30a.m.

Statement Accompanying Notice of Annual General Meeting

Statement Accompanying Notice ofAnnual General MeetingStatement Accompanying Notice ofAnnual General Meeting

/ / . 77

SARAWAK CONCRETE INDUSTRIES BERHAD(25583-W)

(Incorporated In Malaysia)

Number of shares held

FORM OF PROXY

1/We of

being a member/members of SARAWAK CONCRETE INDUSTRIES BERHAD, hereby appoint of

or failing him/her

of or failing him/her, the Chairman

of the meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty-Ninth (29th) Annual General Meeting of the Company to be held at at the Conference Room, Menara Zecon,

8th Floor, Lot 393 Section 5, KTLD Jalan Satok, 93400 Kuching, Sarawak on Monday, 27 June 2005 at 11:30 am and at any adjournment thereof.

My/our proxy is to vote either on a show of hands or on a poll as indicated with an “X” :-

RESOLUTIONS FOR AGAINST

1. To re-elect Datuk Haji Zainal Abidin Bin Haji Ahmad retiring in accordance with Article 115 of the Company’s Articles of Association

2. To re-elect Haji Zaidi Bin Haji Ahmad retiring in accordance with Article 115 of the Company’s Articles of Association

3. To re-elect Mr. Richard Kiew Jiat Fong retiring in accordance with Article 115 of the Company’s Articles of Association

4. To appoint Messrs Ernst & Young as Auditors and authorize the Directors to fix their remuneration

5. Special Business Ordinary Resolution on authority pursuant to Section 132D of the Companies Act, 1965

Dated this day of 2005

Signature of shareholder(s)

Notes :-

1. If you wish to appoint other person(s) to be your proxy, delete the words “the Chairman of the meeting” and insert the name(s) and address(es) of the person(s) desired in the

space provided.

2. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

3. To be valid, the duly completed proxy form must be deposited at the Registered Office of the Company at Lot 1258, Jalan Utama, Pending Industrial Estate, 93450 Kuching,

Sarawak not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

4. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section 149(1)(c) of the Companies Act,

1965 are complied with.

5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

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

✁

Sta

mp

Sa

ra

wa

k C

on

cre

te

In

du

stria

l B

erh

ad

Lot 1258, Jala

n U

tam

a, P

endin

g I

ndustr

ial E

sta

te

P.O

. B

ox 1

354

93450 K

uchin

g, S

ara

wak

MA

LA

YS

IA

Fo

ld h

ere

Fo

ld h

ere

laporan tahunan annual reportscib.com.my/live/docs/areport/annualreport2004.pdf · 2020. 10....

Documents