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Company No.

593284-K

DCEIL INTERNATIONAL BERHAD


(Formerly known as Dceil International Sdn Bhd)
(Incorporated in Malaysia)

REPORT AND FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR 30 JUNE 2004

WANG & CO.


CHARTERED ACCOUNTANTS MALAYSIA

Company No.
593284-K

DCEIL INTERNATIONAL BERHAD


(Formerly known as Dceil International Sdn Bhd)
( Incorporated in Malaysia )

REPORT AND FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED
30 JUNE 2004

CONTENTS
DIRECTORS' REPORT

PAGE
1-4

STATEMENT BY DIRECTORS & STATUTORY DECLARATION

REPORT OF THE AUDITORS

BALANCE SHEET

INCOME STATEMENT

STATEMENT OF CHANGES IN EQUITY

CASH FLOW STATEMENT

10 - 11

NOTES TO THE FINANCIAL STATEMENTS

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

Profit / ( Loss ) after taxation

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

Tan Guan Huat


Yap Peng Lok @ Stanley Yap
Dato' Tee Tiam Lee
Dato' Dr. Tan Seng An
Datin Tan Bee Lian

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.

Signed on behalf of the Board 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

-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,

GHAZALI BIN MOHD. NOOR (W 314)


Commissioner for Oaths

-5-

WANG & CO. (AF 1334)


CHARTERED ACCOUNTANTS

CT 10-06, Level 10, Subang Square Corporate


Tower, Jalan SS 15/4G, 47500 Subang Jaya,
Selangor Darul Ehsan.
Tel : 03-56369268 Fax : 03-56389278

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)

WANG FOOK FOK


No.: 2073 / 04 / 05 (J)
Chartered Accountant (M)

Date : 28 October 2004


-6-

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)

NET CURRENT ASSETS / ( LIABILITIES )

FINANCED BY :Share Capital


Redeemable convertible unsecured loan stocks
Reserves
Shareholders' funds / (Deficit)
Long term liabilities
Hire purchase payables
Long term loans
Deferred taxation

The accompanying notes form an integral part of Financial Statements.


-7-

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

Other operating income


Distribution costs
Administration expenses
Other operating expenses

3,994
(1,727)
(18,463)
(96,954)

(77,490)

(3,275)

63,075

(77,490)

(3,275)

Cost of sales

Operating Profit / ( Loss )


Finance costs

23

(16,977)

Profit / ( Loss ) before taxation

24

46,098

(77,490)

(3,275)

Taxation
Profit / ( Loss ) after taxation

25

(31,880)
14,218

(77,490)

(3,275)

Basic Earnings Per Ordinary Share ( Sen )

26

0.02

Diluted Earnings Per Ordinary Share ( Sen )

26

0.01

The accompanying notes form an integral part of Financial Statements.


-8-

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

The accompanying notes form an integral part of Financial Statements.


-9-

(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
-

CASH FLOWS FROM INVESTING ACTIVITIES


Investment in subsidiary companies
Acquisition of subsidiary companies
Net cash used in investing activities

(113,000,000)
18,453,235
(94,546,765)

(113,000,000)
(113,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from issuance of share capital
Proceeds from issuance of RCULS
Increase in long term loans
Increase in fixed deposits with licensed banks
Increase in short-term borrowings
Net cash generated from financing activities

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

Net increase in cash and cash equivalents


Effect of exchange difference
Cash and cash at beginning of year
Cash and cash equivalents at end of year

5,623,326
(215,441)
2
5,407,887

3,275
-

2
2

2
2

Cash and cash equivalents comprise:


Cash and bank balances
Bank overdrafts
Fixed deposits with licensed banks

7,916,104
(2,508,217)
13,436,201
18,844,088
(13,436,201)
5,407,887

Fixed deposits pledged with licensed banks

The accompanying notes form an integral part of Financial Statements.


- 10 -

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

Net assets acquired

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

Less: Consideration discharged by issue of ordinary shares


Consideration discharged by issue of RCULS

(77,000,000)
(36,000,000)

Add: Cash and bank balances of the subsidiary companies


Fixed deposits placed with licenced banks of the subsidiary companies
Less: Bank overdrafts of subsidiary companies
Net cash inflow from acquisition of subsidiary companies

The accompanying notes form an integral part of Financial Statements.


-11-

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.

(e) Subsidiary Companies


Subsidiaries are those enterprises in which the Group has power to exercise control over the financial and
operating policies so as to obtain benefits from their activities.
(f) Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost or at 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(q).
Freehold land is not depreciated. All other property, plant and equipment are depreciated on a straight line
basis over the estimated useful lives of the assets concerned. The annual rates used for this purpose are as
follows:Freehold Building
2%
Freehold land
Motor vehicles
14% - 20%
Renovation
10%
Machinery and tools
10%
Office equipment
10%
Furniture & fittings
10%
20%
Computers & software
Fully depreciated assets are retained in the financial statements until the assets are no longer in use.
(g) Other Investment
Other investment are stated at cost less impairment losses, if any. The policy for the recognition and
measurement of impairment losses is in accordance with Note 2(q).
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is
charged or credited to the income statement.
(h) Debtors
Known bad debts are written off and specific provision is made for any debts considered to be doubtful of
collection.
(i) Amount due from / to Customers for Contract Works
When costs incurred on construction contracts plus recognised profits (less recognised losses) exceed
progress billings, the balance is shown as amount due from customers for contract works. When progress
billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as
amount due to customers for contract works.
- 13 -

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)

Amount due from / to Customers for Contract Works (Cont'd)


Contract costs incurred to date include:( i ) Costs directly related to the contract;
( ii ) Costs attributable to contract activity in general and can be allocated to the contract; and
( iii ) Other costs specifically chargeable to the customer under the terms of the contract.

( 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.

( iii ) Sale of services


Revenue from services rendered is recognised, if any, net of service taxes and discount as and
when the services are performed.
( iv ) Interest income
Interest income is recognised on an accrual basis unless collectibility is in doubt in which
recognition will be on receipt basis.
( n ) Employee Benefits
( i ) Short term employee benefits
Wages, salaries, social security contribution, bonuses and non-monetary benefits are accrued
in the period in which the associated services are rendered by the employees.

- 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)

Impairment of Assets ( cont'd )


Subsequent increase in the recoverable amount of an asset is treated as reversal of the previous
impairment loss and is recognised to the extent of the carrying amount of the asset that would
have determined (net of amortisation and depreciation) had no impairment loss been
recognised. The reversal is recognised in the income statement immediately, unless the asset is
carried at revalued amount. A reversal of an impairment loss on a revalued asset is credited
directly to revaluation surplus. However, to the extent that an impairment loss on the same
revalued asset was previously recognised as an expense in the income statement, a reversal of
that impairment loss is recognised as income in the income statement.

(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

Cash and Cash Equivalents


Cash and cash equivalents consist of cash in hand, bank balances, demand deposits, bank
overdrafts, trust receipts, bankers acceptance and other short term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.

-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

Net book value


at 30.6.2004
RM
1,222,000
1,600,000
1,953,262
476,901
698,531
236,740
237,459
291,438
6,716,331

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 (Cont'd)

(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.

INVESTMENT IN SUBSIDIARY COMPANIES


Company
2004
RM
Unquoted shares at cost

Name of Company

113,000,000

Effective
Country
Equity
of
Incorporation Interest Principal Activities
%

Direct subsidiary companies


Dceil Sdn. Bhd.

Malaysia

100

Installation of ceilings
partitioning works.

and

Dceil Imex Sdn. Bhd.

Malaysia

100

Distribution of ceilings
partitioning products.

and

People's
Republic of
China

100

Manufacturing
partitions.

* Dceil Manufacturing (Shanghai) Co. Ltd.

* Subsidiary company not audited by Messrs Wang & Co.


5.

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

7. AMOUNT DUE FROM CUSTOMERS FOR CONTRACT WORKS


Group
2004
RM
Aggregate costs incurred to date
Recognised profits less recognised losses

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.

12. OTHER PAYABLES AND ACCRUALS


Group
2004
RM
Other payables
Accruals

743,738
1,620,368
2,364,106

Company
2004
RM
5,550
5,550

2003
RM
3,275
3,275

13. AMOUNT DUE TO A SUBSIDIARY COMPANY


Group
The amount due to a subsidiary company represents payments made on behalf which is unsecured, interest free
and has no fixed terms of repayment.
14. AMOUNT DUE TO DIRECTORS
The amount is unsecured, interest free and has no fixed terms of repayment.
15. HIRE PURCHASE PAYABLES
Group
2004
RM
Total outstanding
Less :
Interest-in suspense
Principal outstanding
Less :
Amount due within 12 months
Non current portion

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

These facilities are secured by the following:


(a)

debenture with fixed and floating assets over the entire assets of certain subsidiary
companies;

(b)

corporate guarantees given by subsidiary companies ;

(c)
(d)

pledge against fixed deposits of certain subsidiary companies;


.
letter of negative pledge for not encumbering any assets of certain subsidiary companies;

(e)

joint and several guarantee by the directors of certain subsidiary companies.

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

17. SHARE CAPITAL


Group and
Company
2004
RM
Ordinary shares of RM1/- each
Authorised:
At 1 July 2003
Created during the year
At 30 June 2004

100,000
499,900,000
500,000,000

Issued and fully paid:


At 1 July 2003
Issued during the year
At 30 June 2004

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

The RCULS will be registered in denominations


which are in multiples of RM1.00 and constituted by
a trust deed.

Coupon rate

The RCULS will bear zero coupon rate.

Tenure

3 years commencing on and including the date of first


issue of the RCULS.

Conversion terms/
Conversion price

The RCULS must be converted into shares of the


Company at RM1 per share at any time after its
issuance but subject to adjustments in certain
circumstances under the terms of the trust deed.

Redemption and
cancellation

The RCULS can only be redeemed and/or cancelled


at the option of the Company at any time after the
issuance of the RCULS. The RCULS may be
redeemed by cash of RM1 for every RM1 nominal
value of RCULS.

Transferability

The RCULS shall not be transferable nor tradeable.

Listing status

The RCULS will not be listed on any stock exchange.

- 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

The RCULS to be issued will be unsecured. The obligations of


the Company in relation to the RCULS shall constitute a direct,
unconditional and unsecured obligations of the Company and
shall rank pari passu without preference or priority amongst all
other present and future unsecured obligations of the Company
outstanding from time to time, subject only to subordinated
obligations and priorities preferred by mandatory provisions of
law.

Ranking of the shares


upon conversion of
the RCULS

The new shares in the Company to be issued pursuant to


conversion of the RCULS will be listed on Bursa Malaysia
Securities Berhad ( "BMSB" ) and will upon issue and
allotment, rank pari passu in all respects with the then existing
listed Company's shares in issue then save and except that they
shall not be entitled to any dividends, rights, allotment and/or
other distributions, the entitlement date of which is prior to the
date of the conversion of the RCULS.

Governing law

The RCULS shall be governed by the laws of Malaysia.

19. RESERVES
Group
2004
RM
Non-distributable
Exchange reserve
Distributable
Accumulated profit / ( loss )

(201,060)

10,943
(190,117)

(80,765)
(80,765)

20. LONG TERM LOANS


Group
2004
RM
Total outstanding
Less : Current portion (included under current liabilities)
Non-current portion
Portion payable
- not later than one year
- later than one year and not later than five years
- later than five years

- 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.

LONG TERM LOANS (Cont'd)


The term loans amounting to RM 2,117,344 of the Group are secured by way of legal charge over
freehold land and building of a subsidiary company and are also jointly and severally guaranteed by
directors of the subsidiary company.
The unsecured term loan amouting to RM 45,305,625 was arranged under the Primary Collateral Loan
Obligations ('CLO) program. The period of the loan is 5 years. The principal portion of the loan is
repayable at the end of the maturity period.
The term loans bear interests at rates ranging from 8% to 8.15% (2003 : 8%) per annum.

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

The amount, determined after appropriated offsetting are as follows :


Group
2004
RM
(66,781)
197,386
130,605

Deferred tax assets


Deferred tax liabilities

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

Deferred tax liabilities


Property, plant and equipment

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

PROFIT / ( LOSS ) BEFORE TAXATION


Profit/(Loss) before taxation has been arrived at:

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

Taxation at applicable tax rate of 28%


Tax effects arising from :
- non-deductible expenditure
- utilisation of capital allowance
- origination and reversal of temporary differences
- underprovision of deferred tax
Tax expense for the year

12,907
3,049
(677)
15,887
714
31,880

26. EARNINGS PER SHARE


(a) Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the year by the weighted average
number of ordinary shares in issue during the current financial year ended 30 June 2004.

Net profit for the year


Weighted average number of ordinary shares in issue

Group
RM
14,218
77,000,002
0.02

Basic earnings per share (sen)

(b) Diluted earning per share


For the purpose of calculating diluted earnings per share, the net profit for the period and the
weighted average number of ordinary shares issues during the current financial period ended 30
June 2004 have been adjusted for the effect of dilutive potential shares from full conversion of
RCULS.

- 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 )

Net profit for the year


Adjustment for after tax effect of interest on RCULS
Adjusted net profit for the year
Weighted average number of ordinary shares in issue
Assume conversion RCULS
Adjusted weighted average number of ordinary shares in
issue
Diluted earnings per share ( sen )

Group
RM
14,218
14,218
77,000,002
36,000,000
113,000,002
0.01

27. CONTINGENT LIABILITIES


As at 30 June 2004, a subsidiary company is contingently liable in respect of guarantees totaling RM
700,000.00 granted by local licensed banks to the subsidiary company for the pupose of credit application
to the suppliers.
28. SEGMENTAL ANALYSIS
The Group's operating business are classified according to the nature of activities as follows:
Installation and services :

Comprise mainly of installation of ceilings and


partitioning works.

Trading and distribution :

Comprise mainly of distribution of ceilings and


partitioning products.

Manufacturing

Comprise mainly manufacturing of toilet partitions.

Investment

Comprise mainly investment holding.

- 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

Secondary Reporting - Geographical Segments


2004
Revenue
Results

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

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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.

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