Documente Academic
Documente Profesional
Documente Cultură
593284-K
Company No.
593284-K
CONTENTS
DIRECTORS' REPORT
PAGE
1-4
BALANCE SHEET
INCOME STATEMENT
10 - 11
12 - 30
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
DIRECTORS' REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004
The directors hereby submit their report together with the audited financial statements of the Group and of the
Company for the financial year ended 30 June 2004.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding. The principal activities of its subsidiary
companies are set out in Note 4 to the financial statements. There have been no significant changes in the
nature of these principal activities during the financial year.
RESULTS
Group
RM
14,218
Company
RM
(77,490)
DIVIDEND
No dividend was paid during the financial year and the Directors do not recommend any dividend to be paid
for the financial year under review.
RESERVES AND PROVISIONS
There were no material transfers to and from reserves and provisions during the financial year other than those
disclosed in the financial statements.
BAD AND DOUBTFUL DEBTS
Before the income statement and balance sheet of the Group and of the Company were made out, the directors
took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the
making of provisions for doubtful debts, and satisfied themselves that all known bad debts had been written
off and that adequate provision had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances that would render the amount
written off for bad debts, or the amount of the provision for doubtful debts, in the financial statements of the
Group and of the Company inadequate to any substantial extent.
CURRENT ASSETS
Before the income statement and balance sheet of the Group and of the Company were made out, the directors
took reasonable steps to ensure that any current assets, other than debts, were unlikely to realise in the
ordinary course of business, their values as shown in the accounting records of the Group and of the Company
have been written down to an amount that they might be expected to realise.
At the date of this report, the directors are not aware of any circumstances that would render the values
attributed to the current assets in the financial statements of the Group and of the Company misleading.
-1-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
DIRECTORS' REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render
adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading
or inappropriate.
CONTINGENT AND OTHER LIABILITIES
At the date of this report, there does not exist :
i)
any charge on the assets of the Group and of the Company that has arisen since the end of the financial year
which secures the liabilities of any other person ; or
ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the
financial year.
No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to
become enforceable within the period of twelve months after the end of the financial year which, in the opinion of
the directors, will or may substantially affect the ability of the Group and of the Company to meet its obligations as
and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or
the financial statements of the Group and of the Company that would render any amount stated in the financial
statements misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company for the financial year were not, in the opinion of the
directors, substantially affected by any item, transaction or event of a material and unusual nature.
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially
the results of the operations of the Group and of the Company for the financial year in which this report is made.
-2-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
DIRECTORS' REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004
ISSUE OF SHARES AND DEBENTURES
During the financial year, the Company increased its authorised share capital from RM100,000 to
RM500,000,000 by the creation of 499,900,000 ordinary shares of RM1 each. The Company also increased its
issued and paid-up share capital from RM2 to RM77,000,002 credited as paid-up through the following issue:( i ) 77,000,000 ordinary shares of RM1/- each for partial settlement of the purchase consideration for the
acquisition of Dceil Sdn. Bhd., Dceil Imex Sdn. Bhd. and Dceil Manufacturing (Shanghai) Co. Ltd.;
The details of the acquisition by the company are disclosed in note 29. These shares rank parri passu in
all respects with the then existing shares of the Company.
There were no issues of debentures during the financial year except for the issuance of RM36,000,000
nominal value of zero coupon 3-year redeemable Convertible Unsecured Loan Stocks 2004/2007
("RCULS") as disclosed in note 18 to the financial statements.
DIRECTORS OF THE COMPANY
The directors who served since the date of last report of the Company are : Tan Guan Huat
Yap Peng Lok @ Stanley Yap
Dato' Dr. Tan Seng An
Dato' Tee Tiam Lee
Datin Tan Bee Lian (F)
Brian Wong Wye Pong
( Resigned on 30.8.2004 )
( Appointed on 29.6.2004 )
( Appointed on 29.6.2004 )
( Appointed on 29.6.2004 )
( Appointed on 29.6.2004 )
DIRECTORS' INTEREST
According to the Register of Directors' Shareholdings, the interest of those directors who held office at the end
of the financial year in shares in the Company and its related corporations during the financial year are as
follows:Number of ordinary shares of RM1 each
Balance at
Balance at
1.7.2003
Bought
Sold
30.6.2004
1
1
-
4,000,000
45,250,000
30,850,000
12,024,000
9,925,000
1
1
4,000,000
33,226,000
20,925,000
Other than as stated above, none of the other directors in office at the end of the financial year had any interest
in shares in the Company and its related corporations during the financial year.
-3-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
DIRECTORS' REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004
DIRECTORS' BENEFITS
Since the end of the previous financial year, no directors of the Company has received or become entitled to
receive a benefit ( other than as disclosed in note 24 the financial statements ) by reason of a contract made by the
Company or a related corporation with the director or with a firm of which the director is a member, or with a
company in which the director has a substantial financial interest.
Neither during nor at the end of the financial year was the Company or any of its related corporations a party to
any arrangements whose object was to enable the directors to acquire benefits by means of the acquisition of
shares in or debentures of the Company or any other body corporate.
SIGNIFICANT EVENTS
The significant events during the financial year are disclosed in note 29 to the financial statements.
SUBSEQUENT EVENTS
The significant events subsequent to the balance sheet date is disclosed in note 30 to the financial statements.
AUDITORS
Messrs. Wang & Co. have expressed their willingness to continue in office.
Kuala Lumpur
Dated : 28 October 2004
-4-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT 1965
We, Dato' Dr. Tan Seng An and Datin Tan Bee Lian, being two of the directors of DCEIL INTERNATIONAL
BERHAD, do hereby state on behalf of the directors that, in the opinion, the financial statement as set out on
pages 7 to 30 are drawn up in accordance with the provisions of Companies Act, 1965 and the applicable
approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group
and of the Company as at 30 June 2004 and of the results and cash flows of the Group and of the Company for
the year ended on that date.
Signed in accordance with a resolution of the directors.
...
Dato' Dr. Tan Seng An
Director
..
Datin Tan Bee Lian
Director
Kuala Lumpur
Dated : 28 October 2004
STATUTORY DECLARATION
UNDER SECTION 169 ( 16 ) COMPANIES ACT, 1965
I, TAI KOK WAH, being the officer primarily responsible for the financial management of DCEIL
INTERNATIONAL BERHAD, do solemnly and sincerely declare that the financial statement as set out on
pages 7 to 30 are to the best of my knowledge and belief correct, and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declaration Act,
1960.
Subscribed and solemnly declared
by the abovenamed TAI KOK WAH
at Kuala Lumpur in the Federal Territory
on 28 October 2004
)
)
)
)
.
TAI KOK WAH
Before me,
-5-
Company No.
593284-K
AUDITORS' REPORT TO THE MEMBERS OF
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
We have audited the financial statement as set out on pages 7 to 30 for the year then ended.
The preparation of financial statements are the responsibility of the Company's directors. Our responsibility is to
express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with approved Auditing Standards in Malaysia. These standards require
that we plan and perform the audit to obtain all the information and explanations, which we considered
necessary to provide us with sufficient evidence to give reasonable assurance that these financial statements are
free of material misstatements. Our audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our audit also includes assessing the accounting principles used and
significant estimates made by the directors as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion : ( a ) the financial statements are properly drawn up in accordance with the provisions of the Companies Act,
1965 and the applicable approved accounting standards so as to give a true and fair view of : ( i ) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements of the Group and of the Company ; and
( ii ) the state of affairs of the Group and of the Company as at 30 June 2004 and of the results of the
operations of the Group and of the Company and the cash flows for the period ended on that date ;
and
( b ) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the
Company and its subsidiary companies of which we have acted as auditors have been properly kept in
accordance with the provisions of the said Act.
We have considered the financial statements and the auditors' report thereon of the subsidiary company of which
we have not acted as auditors, as indicated in Note 4 to the financial statements, being financial statements that
have been included in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the
financial statements of the Company are in form and content appropriate and proper for the purposes of the
preparation of the consolidated financial statements and we have received satisfactory information and
explanations required by us for those purposes.
The auditors' reports on the financial statements of the subsidiary companies were not subject to any
qualification and did not include any comment made under subsection ( 3 ) of Section 174 of the Companies
Act, 1965.
..
WANG & CO.
No.: AF 1334
Chartered Accountants (M)
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
BALANCE SHEET AS AT 30 JUNE 2004
Note
NON-CURRENT ASSETS
Property, plant and equipment
Investment in subsidiary companies
Other investment
Goodwill on consolidation
3
4
5
Group
2004
RM
6,716,331
Company
2004
RM
2003
RM
4,500,000
59,770,300
70,986,631
113,000,000
113,000,000
51,122,006
27,449,955
52,512,552
19,300,284
13,436,201
7,916,104
171,737,102
1,133,345
2
1,133,347
CURRENT ASSETS
Inventories
Amount due from customers for contract works
Trade receivables
Other receivables, deposits and prepayments
Fixed deposits placed with licensed banks
Cash and bank balances
6
7
8
9
10
2
2
Less:
CURRENT LIABILITIES
Trade payables
Other payables and accruals
Amount due to a subsidiary company
Amount due to directors
Hire purchase payables
Short term borrowings
Provision for taxation
11
12
13
14
15
16
11,474,111
2,364,106
194,176
451,316
51,681,468
15,260,585
81,425,762
90,311,340
161,297,971
5,550
1,208,560
1,214,110
(80,763)
112,919,237
3,275
3,275
(3,273)
(3,273)
17
18
19
77,000,002
36,000,000
(190,117)
112,809,885
77,000,002
36,000,000
(80,765)
112,919,237
2
(3,275)
(3,273)
15
20
21
1,190,325
47,167,156
130,605
161,297,971
112,919,237
(3,273)
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
INCOME STATEMENT
FOR THE 2 DAYS PERIOD ENDED 30 JUNE 2004
Note
REVENUE
22
Group
2004
RM
Company
2004
RM
2003
RM
413,175
(236,950)
GROSS PROFIT
176,225
3,994
(1,727)
(18,463)
(96,954)
(77,490)
(3,275)
63,075
(77,490)
(3,275)
Cost of sales
23
(16,977)
24
46,098
(77,490)
(3,275)
Taxation
Profit / ( Loss ) after taxation
25
(31,880)
14,218
(77,490)
(3,275)
26
0.02
26
0.01
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004
Group
Balance at 1 July 2003
Issued during the year
Currency translation difference
Net profit for the year
Balance as at 30 June 2004
Company
Balance at 20 September 2002
Net loss for the period
Balance at 1 July 2003
Issued during the year
Net loss for the year
Balance as at 30 June 2004
Share
Capital
RM
RCULS
RM
2
77,000,000
77,000,002
Share
Capital
RM
2
2
77,000,000
77,000,002
36,000,000
36,000,000
Non-distributable
reserve
Distributable
reserve
Exchange
reserve
RM
Retained
profit
RM
(201,060)
(201,060)
Non-distributable
reserve
Distributable
reserve
RCULS
RM
Accumulated
loss
RM
36,000,000
36,000,000
(3,275)
(3,275)
(77,490)
(80,765)
(3,275)
14,218
10,943
Total
RM
2
(3,275)
(3,273)
113,000,000
(77,490)
112,919,237
Total
RM
(3,273)
113,000,000
(201,060)
14,218
112,809,885
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
CASH FLOW STATEMENT
FOR THE 2 DAYS PERIOD ENDED 30 JUNE 2004
Group
2004
RM
CASH FLOWS FROM OPERATING ACTIVITIES
Profit / (Loss) before taxation
Company
2004
RM
2003
RM
46,098
(77,490)
(3,275)
(2,110)
17,031
61,019
(77,490)
(3,275)
994,388
(1,694,033)
128,778
20,000
(489,848)
(17,031)
2,110
(504,769)
(1,133,345)
88,030
1,122,805
-
(113,000,000)
18,453,235
(94,546,765)
(113,000,000)
(113,000,000)
77,000,000
36,000,000
(2,830)
(13,436,201)
1,113,891
100,674,860
77,000,000
36,000,000
113,000,000
Adjustments for :
Interest income
Interest expenses
Operating profit before working capital changes
Decrease in inventories
Increase in trade and other receivables
Increase in trade and other payables
Increase in amount due to a subsidiary company
Decrease in amount due to directors
Cash used in operations
Interest paid
Interest income
Net cash used in operations
5,623,326
(215,441)
2
5,407,887
3,275
-
2
2
2
2
7,916,104
(2,508,217)
13,436,201
18,844,088
(13,436,201)
5,407,887
2
-
2
-
2
-
2
-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE 2 DAYS PERIOD ENDED 30 JUNE 2004
During the year, the Company acquired Dceil Sdn. Bhd., Dceil Imex Sdn. Bhd. and Dceil Manufacturing
(Shanghai) Co. Ltd. The fair value of assets acquired and liabilities assumed were as follows:
SUMMARY OF EFFECTS ON ACQUISITION OF SUBSIDIARY COMPANIES
Assets
Property, plant and equipment
Other investment
Inventories
Trade receivables
Other receivables, deposits and prepayment
Fixed deposits placed with licensed bank of the subsidiary companies
Cash and bank balances
Liabilities
Trade payables
Other payables and accruals
Amount due to directors
Hire purchase payables
Short term borrowings
Taxation
Term loans
2004
RM
6,696,272
4,500,000
49,940,995
80,339,014
19,823,552
13,050,000
7,911,452
182,261,285
8,021,660
7,706,622
200,651
1,605,140
51,425,656
13,759,949
46,311,907
129,031,585
53,229,701
Goodwill on consolidation
Total cost of acquisition
59,770,300
113,000,001
(77,000,000)
(36,000,000)
7,911,452
13,050,000
(2,508,217)
18,453,235
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
1. PRINCIPAL ACTIVITIES AND GENERAL INFORMATION
The Company is principally engaged in investment holding. The principal activities of its subsidiary
companies are set out in Notes 4 to the financial statements. There have been no significant changes in
the nature of these principal activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on
the Second Board of Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities
Exchange Berhad).
The registered office of the Company is located at Level 17, Menara Milenium, Jalan Damanlela, Pusat
Bandar Damansara,50490 Kuala Lumpur..
The total number of employees of the Group and of the Company (including directors) at the end of the
financial year were 462 and Nil ( 2003 : Nil ) respectively.
The financial statements are expressed in Ringgit Malaysia.
The financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors on 28 October 2004.
2. SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Accounting
The financial statements of the Group and of the Company comply with applicable approved
accounting standards issued by the Malaysia Accounting Standards Board and have been prepared
under the historical cost convention modified to include the revaluation of certain assets, unless
otherwise indicated in the accounting policies set below.
(b)
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its
subsidiary companies made up to the end of the financial year.
Subsidiary companies are those enterprises controlled by the Company. Control exists when the
Company has the power, directly or indirectly, to govern the financial and operating policies of an
enterprise so as to obtain benefits from its activities. The financial statements of subsidiary
companies are included in the consolidated financial statements from the date that control
effectively commences until the date that control effectively ceases.
Subsidiary companies are consolidated using the acquisition method of accounting. Under the
acquisition method of accounting, the results of subsidiary companies acquired or disposed during
the year are included in the Group financial statements from their respective effective dates of
acquisitions or up to their respective date of disposal.
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.
- 12 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
2. SIGNIFICANT ACCOUNTING POLICIES
(c) Goodwill on Consolidation
The difference between the purchase consideration paid and the fair value of the net assets of subsidiary
companies at the respective dates of the acquisition is included in the consolidated balance sheet as
goodwill arising on consolidation.
The carrying amount of goodwill arising on consolidation is reviewed annually and is written down for
impairment where it is considered necessary.
(d) Inventories
Inventories are stated at the lower of cost (determined on the first-in, first out basis) and the net realisable
value. Cost includes the purchase of inventories acquired and other attributable costs in bringing the
inventories to their present location and condition. Net realisable value represents the estimated selling
price less all cost to be incurred in markeing, selling and distribution.
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
(i)
( j ) Creditors
Creditors are stated at cost which is the fair value of the consideration to be paid in the future,
whether or not billed to the Group.
( k ) Provisions 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 economic benefits 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 reflect the current best estimate.
( l ) Hire Purchase
Assets financed by hire purchase arrangements which transfer substantially all the risks and rewards
of ownership to the Group are capitalised as property, plant and equipment, and the corresponding
obligations are treated as liabilities. The assets so capitalised are depreciated in accordance with the
accounting policy on property, plant and equipment. Finance charges are charged to the income
statements over the periods of the respective agreement.
( m ) Revenue Recognition
( i ) Contract Works
Revenue from contract works are recognised on a percentage of completion method.
Percentage of completion is determined on the proportion of contract costs incurred to date
against total estimated costs where the outcome of the project can be reliably determined. All
foreseeable losses on projects are recognised as soon as they are anticipated. When the
outcome of a project cannot be estimated reliably, revenue should be recognised only to the
extent of contract costs incurred that it is probable will be recovered.
( ii ) Sale of goods
Revenue relating to sale of goods is recognised, if any, net of sales taxes and discount upon
the transfer of risks and rewards.
- 14 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
( n ) Employee Benefits (Cont'd)
( ii ) Post-Employment Benefits
The Group contributes to the Employees Provident Fund (EPF), the national defined
contribution plan. The contributions are charged to the income statement in the period to
which they are related. Once the contributions have been paid, the Group has no further
payment obligations.
( o ) Taxation
The tax expense in the income statement represents the aggregate amount of current tax and
deferred tax included in the determination of net profit or loss for the year.
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 carrying amounts in the
financial statements. In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised for all deductible 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 deductible temporary differences, unused tax losses
and unused tax credits can be utilised.
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 tax 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.
( p ) Financial Instruments
Financial instruments are recognised in the balance sheet when the Company has become a
party to the contractual provisions of the instruments. Financial instruments carried on the
balance sheet include cash and bank balances, investments, receivables, payables and
borrowings. The particular recognition methods adopted are disclosed in the individual
accounting policy statements associated with each item.
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 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 Company has a legally enforceable right to set off the recognised amounts
and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
( q ) Impairment of Assets
The carrying values of assets are reviewed for impairment when there is an indication that the
assets might be impaired. Impairment is measured by comparing values of the assets with their
recoverable amounts. The recoverable amounts is the higher of an asset's net selling price and
its value in use, which is measured by reference to discounted future cash flows. Recoverable
amounts are estimated for individual assets, or if it is not possible, for the cash-generating unit.
An impairment loss is charged to 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 previously recognised revaluation surplus for the same asset.
- 15 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
(q)
(r)
Segmental Information
Segment revenues and expenses are those directly attributable to the segments and include any
joint revenue and expenses where a reasonable basis of allocation exists. Segments assets
include all assets used by a segment and consist principally of cash, receivables, inventories,
intangibles and property, plant and equipment, net of allowances and accumulated depreciation
and amortisation. Most segment assets can be directly attributed to the segments on a
reasonable basis. Segment assets and liabilities do not include income tax assets and liabilities
respectively.
(s)
Foreign Currencies
Transactions in foreign currencies are converted into Ringgit Malaysia at the exchange rates
ruling at the transaction dates. Monetary assets and liabilities in foreign currencies at the
balance sheet date are converted into Ringgit Malaysia at the rate of exchange ruling on that
date. Exchange differences arising from the settlement of foreign currency transactions and
from the translation of foreign currency monetary assets and liabilities are included in the
income statements.
The principal exchange rate used for every unit of foreign currency ruling at the balance sheet
date is as follows:-
(t)
Foreign currency
2004
RM
Chinese Renminbi
0.4600
-16 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
3. PROPERTY, PLANT AND EQUIPMENT
Group
Cost
Freehold Building
Freehold land
Motor vehicles
Renovation
Machinery and tools
Office equipment
Furniture and fittings
Computers & software
Accumulated Depreciation
and Net Book Value
Freehold Building
Freehold land
Motor vehicles
Renovation
Machinery and tools
Office equipment
Furniture and fittings
Computers & software
At
Date of
Acquisition
RM
1,300,000
1,600,000
2,815,221
604,214
988,893
355,244
338,920
485,357
8,487,849
At
Date of
Acquisition
RM
52,000
1,209,977
110,301
191,541
103,778
82,242
170,602
1,920,441
Additions
RM
1,026,344
47,403
22,270
16,065
71,757
1,183,839
Disposal
RM
(92,117)
(92,117)
Disposal
RM
(92,119)
(92,119)
Depreciation
RM
26,000
678,324
64,415
98,821
36,996
35,284
95,074
1,034,914
- 17 -
At
30.6.2004
RM
1,300,000
1,600,000
3,749,446
651,617
988,893
377,514
354,985
557,114
9,579,569
At
30.6.2004
RM
78,000
1,796,184
174,716
290,362
140,774
117,526
265,676
2,863,238
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
3.
(a) Included in the property, plant and equipment of the Group are plant and equipment acquired under
hire purchase agreements with a net book value of RM 1,662,490 (2003: RM NIL)
(b) The freehold land and building has been charged to a licensed bank for banking facilities granted to a
subsidiary company.
(c) There is no valuation of property, plant and equipment of the Group during the year under review.
4.
Name of Company
113,000,000
Effective
Country
Equity
of
Incorporation Interest Principal Activities
%
Malaysia
100
Installation of ceilings
partitioning works.
and
Malaysia
100
Distribution of ceilings
partitioning products.
and
People's
Republic of
China
100
Manufacturing
partitions.
2003
RM
OTHER INVESTMENT
Group
2004
RM
Unquoted Bonds in Malaysia, at cost
4,500,000
-18 -
of
toilet
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
6. INVENTORIES
Group
2004
RM
Raw materials
Finished goods
6,777,311
44,344,695
51,122,006
46,177,852
24,458,301
70,636,153
(43,186,198)
27,449,955
Progress billings
8. TRADE RECEIVABLES
Group
2004
RM
52,797,126
(284,574)
52,512,552
Trade receivables
Less: Provision for doubtful debts
Group
The Group's normal trade credit terms range from 30 to 90 days. Other credit terms are assessed and approved on a
case-by-case basis.
9. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group
2004
RM
Other receivables
Deposits
Prepayments
3,440,408
95,131
15,764,745
19,300,284
- 19 -
Company
2004
RM
1,133,345
1,133,345
2003
RM
-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
10. FIXED DEPOSITS PLACED WITH LICENSED BANKS
Group
The fixed deposits placed with licensed banks are pledged to the banks to secure credit facilities granted to
certain subsidiary companies.
11. TRADE PAYABLES
Group
The normal trade credit terms granted to the subsidiary companies of the Group range from 30 to 90 days.
743,738
1,620,368
2,364,106
Company
2004
RM
5,550
5,550
2003
RM
3,275
3,275
1,892,966
(251,325)
1,641,641
(451,316)
1,190,325
Portion payable
- not later than one year
- later than one year and not later than five years
- later than five years
451,316
1,190,325
1,641,641
- 20 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
16. SHORT TERM BORROWINGS
Group
2004
RM
Banker's acceptance
Trust receipts
Bank overdrafts
Term loans (current portion)
48,719,603
197,835
2,508,217
255,813
51,681,468
debenture with fixed and floating assets over the entire assets of certain subsidiary
companies;
(b)
(c)
(d)
(e)
The effective interest rate during the financial year for the borrowings are as follows:
Group
2004
% per annum
Bankers acceptance
Trust receipts
Bank overdrafts
7.00 - 8.00
7.25 - 8.00
8.00 - 8.25
100,000
499,900,000
500,000,000
2
77,000,000
77,000,002
- 21 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
18. REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ( RCULS )
Group and
Company
2004
RM
At 1 July 2003
Issued during the year
At 30 June 2004
36,000,000
36,000,000
On 28 June 2004, the Company issued RM36,000,000 nominal value of zero coupon 3-year 2004 / 2007
Redeemable Convertible Unsecured Loan Stocks ("RCULS") at 100% of its nominal value towards full
settlement of the consideration for the acquisition of 100% equity interest in Dceil Sdn. Bhd., Dceil Imex
Sdn. Bhd. and Dceil Manufacturing (Shanghai) Co. Ltd.
The salient terms of the RCULS are as follows:Issue size
RM36,000,000.
Forms and
denominations
Coupon rate
Tenure
Conversion terms/
Conversion price
Redemption and
cancellation
Transferability
Listing status
- 22 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
18. REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ( RCULS ) (Cont'd)
Ranking of the
RCULS
Governing law
19. RESERVES
Group
2004
RM
Non-distributable
Exchange reserve
Distributable
Accumulated profit / ( loss )
(201,060)
10,943
(190,117)
(80,765)
(80,765)
- 23 -
Company
2004
RM
47,422,969
(255,813)
47,167,156
255,813
46,024,870
1,142,286
47,422,969
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
20.
21.
DEFERRED TAXATION
At 1 July 2003
Origination and reversal of temporary differences
Underprovision of deferred tax in prior year
At 30 June 2004
Group
2004
RM
129,891
714
130,605
Deferred tax assets and liabilities are offset as above where there is a legally enforceable right to set
off current tax assets against current tax liabilities and where the deferred taxes relate to the same
taxation authority.
The recognised deferred tax assets and liabilities prior to offsetting are as follows :
Group
2004
RM
Deferred tax assets
Provision for doubtful debts
(66,781)
Group
2004
RM
197,386
- 24 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
22.
REVENUE
Group
2004
RM
210,830
202,345
413,175
Trading sales
Contract sales
23.
FINANCE COSTS
Group
2004
RM
Interest expenses
- bank overdraft
- bankers' acceptance
- bank charges
- hire purchase
- trust receipt
- project loan
- term loan
- Others
24.
1,955
9,292
1,016
741
110
2,784
984
95
16,977
Group
2004
RM
Company
2004
RM
After charging:
Audit fee
Bad debts written off
Directors' remuneration
Depreciation
Provision for doubtful debts
Other rental expenses
Rental of office equipment
Rental of premises
Staff costs
5,142
102
7,334
5,776
1,555
817
61
860
7,889
5,000
-
And crediting:
Income from insurance claims
Current account interest income
Discount income received
Fixed deposit interest income
Gain on disposal of plant and equipment
Realised foreign exchange gain
1,526
88
42
2,110
219
9
- 25 -
2003
RM
500
-
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
25. TAXATION
Group
2004
RM
Current year income tax
Underprovision of deferred tax in prior year
31,166
714
31,880
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax
rate to income tax expense at the effective income tax rate of the Group is as follows :
Group
2004
RM
Profit before taxation
46,098
12,907
3,049
(677)
15,887
714
31,880
Group
RM
14,218
77,000,002
0.02
- 26 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
26. EARNINGS PER SHARE ( cont'd )
Group
RM
14,218
14,218
77,000,002
36,000,000
113,000,002
0.01
Manufacturing
Investment
- 27 -
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
28. SEGMENTAL ANALYSIS ( cont'd )
Primary Reporting- Business Segments
2004
REVENUE
External Revenue
RESULTS
Profit from operations
Other operating Income
Distribution costs
Administration expenses
Other operating expenses
Finance costs (net)
Profit before tax
Taxation
Profit after taxation
Installation
& Services
RM
Trading &
distribution
RM
Manufacturing
RM
Investment
Holding
RM
209,569
57,590
413,175
53,806
1,273
(495)
(3,344)
(4,106)
(8,744)
38,390
96,463
2,720
(939)
(12,929)
(11,974)
(8,172)
65,169
25,956
(293)
(2,190)
(3,384)
(61)
20,028
(77,490)
(77,490)
176,225
3,993
(1,727)
(18,463)
(96,954)
(16,977)
46,097
(11,345)
27,045
(20,534)
44,635
20,028
(77,490)
(31,879)
14,218
146,016
Total
RM
OTHER INFORMATION
Segment Assets
69,523,936
102,464,125
16,362,174
114,133,347
302,483,582
Segment liabilities
53,368,103
77,212,254
4,210,364
1,214,110
136,004,831
Capital expenditure
774,236
409,603
1,183,839
Depreciation
550,792
432,232
51,890
1,034,914
Malaysia
RM
355,585
Foreign
RM
57,590
Total
RM
413,175
150,269
25,956
176,225
Total assets
286,121,408
16,362,174
302,483,582
Total liabilities
131,794,467
4,210,364
136,004,831
Capital expenditure
1,183,839
Depreciation
983,024
-28-
1,183,839
51,890
1,034,914
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
29. SIGNIFICANT EVENTS
During the year, the Company had completed the acquisitions of the entire equity interest respectively in
Dceil Sdn. Bhd., Dceil Imex Sdn. Bhd. And Dceil Manufacturing (Shanghai) Co. Ltd., making them each a
wholly owned subsidiary company. The total purchase consideration of RM113,000,000 was satisfied
through the following:
( i ) the issuance of 42,000,000 new ordinary shares of RM1 each in the Company at par on 29 June 2004
and RM18,000,000 nominal value of zero coupon 3-year 2004/2007 redeemable convertible unsecured
loan stocks ('RCULS) at 100% of its nominal value at purchase consideration on 28 June 2004 for the
purchase of the entire issued and paid up share capital of Dceil Sdn. Bhd.;
( ii ) the issuance of 26,000,000 new ordinary shares of RM1 each in the Company at par on 29 June 2004
and RM12,000,000 nominal value of zero coupon 3-year 2004/2007 redeemable convertible unsecured
loan stocks ('RCULS) at 100% of its nominal value at purchase consideration on 28 June 2004 for the
purchase of the entire issued and paid up share capital of Dceil Imex Sdn. Bhd.; and
( iii ) the issuance of 9,000,000 new ordinary shares of RM1 each in the Company at par on 29 June 2004
and RM6,000,000 nominal value of zero coupon 3-year 2004/2007 redeemable convertible unsecured
loan stocks ('RCULS) at 100% of its nominal value at purchase consideration on 28 June 2004 for the
purchase of the entire issued and paid up share capital of Dceil Manufacturing ( Shanghai ) Co. Ltd.
30. SUBSEQUENT EVENTS
( i ) On 8 July 2004, the Company issued 1,900,000 new ordinary shares of RM1 each at par to the existing
shareholders of Pancaran Ikrab Berhad ( "PIB" ) as share exchange under Section 176 of the
Companies Act 1965 on the basis of one ( 1 ) new share for every ten ( 10 ) existing PIB shares held at
par;
( ii ) On 13 July 2004, the Company issued 25,000,000 new ordinary shares of RM1each at par as settlement
of debts due by PIB to Financial Institution ( "FI" ) creditors;
( iii ) On 19 July 2004, the Company was listed on the Second Board of Bursa Malaysia Securities Berhad
with the stock name of DCIB assuming the listing status of PIB.
( iv ) On 24 August 2004, the Company had disposed of its entire shareholding in PIB and its subsidiary and
associated companies for a nominal consideration of RM1 to Paduan Fleksibel Sdn. Bhd.
31. SIGNIFICANT RELATED PARTIES TRANSACTION
Group
2004
RM
6,542,327
Inter-companies balances
-29-
Company
2004
RM
1,208,560
Company No.
593284-K
DCEIL INTERNATIONAL BERHAD
(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )
NOTES TO THE FINANCIAL STATEMENTS - 30 JUNE 2004
32. FINANCIAL INSTRUMENT
32.1 Financial Risk Management and Objectives
The Group seeks to manage effectively various risks namely credit, foreign currency, market, liquidity
and interest rate risk, to which the Group is exposed to in its daily operation.
32.2 Credit Risk
The management has a credit policy in place to monitor and minimise the exposure of default. Trade
debtors are monitored on an ongoing basis.
As at balance sheet date, there were no significant concentrations of credit risk in the Group.
32.3 Foreign Currency Risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in
currencies other than Ringgit Malaysia. The currency giving rise to this risk is primarily on Chinese
Renminbi ( "RMB" ). In order to minimise the foreign currency risks, the management closely monitors
its foreign currency liabilities to ensure that they are closely matched against foreign currency assets.
32.4 Liquidity Risk
The Group actively manages its debt maturity profile, operating cash flows and the availability of
funding so as to ensure that all financing, repayment and funding needs are met. As part of its overall
prudent liquidity management, the Group maintains sufficient levels of cash or cash convertible
investments to meet its working capital requirements.
32.5 Interest Rate Risk
The Groups primary interest rate risk relates to interest-bearing debt as at 30th June 2004. The
investments in financial assets are mainly short term in nature and they are not held for speculative
purposes.
The Group actively reviews its debt portfolio, taking into account the nature of its assets. This strategy
allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level
of protection against rate hikes.
32.6 Fair Values
The fair value of financial assets and financial liabilities approximate their respective carrying values
on the balance sheet of the Group.
33. COMPARATIVE FIGURES
There are no comparative figures for the Group as this is the first set of financial statements for the Group.
-30-