Oilcorp FinancialStatement ShareStats Properties NoticeAGM (490KB)

40
A nnua l Report 2003
Directors Report
(553069-T)
DIRECTORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2003

The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2003.
OILCORP B ERH A D
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding. The principal activities of its subsidiary companies are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS
Group RM Profit after taxation Minority interests Profit after taxation and minority interests Pre-acquisition porfit Net profit from ordinary activities 14,665,924 424,255 15,090,179 (2,739,330) 12,350,849 Company RM 32,020 32,020 32,020
DIVIDEND
No dividend was paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the financial year ended 31 December 2003.
RESERVES AND PROVISIONS

All material transfers to and from reserves and provisions during the financial year have been disclosed in the financial statements.
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A nnua l Report 2003 OILCORP B ERH A D
(553069-T)
Directors Report
BAD AND DOUBTFUL DEBTS

Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts. 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 statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business, their values as shown in the accounting records of the Group and of the Company have been written down to an amount 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.
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 any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year.
(ii)
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 their obligations as and when they fall due, other than as disclosed in Note 30 to the financial statements.
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.
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Directors Report
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.
OILCORP B ERH A D
(553069-T)
ISSUE OF SHARES AND DEBENTURES

During the financial year, the Company increased its authorised share capital from RM100,000/- to RM200,000,000/- by the creation of 199,900,000 ordinary shares of RM1/-. The Company also increased its issued and fully paid-up share capital from RM2/- to RM151,600,002/- credited as fully paid-up through the following issues:(i) 35,000,000 new ordinary shares of RM1/- each for settlement of the creditors of Abrar Corporation Berhad (ACB); 1,600,000 new ordinary shares of RM1/- each in exchange for 32,000,000 ACB ordinary shares of RM1/- each;
(ii)
(iii) 95,000,000 new ordinary shares of RM1/- each for settlement of the purchase consideration for the acquisition of Oil-Line Engineering & Associates Sdn. Bhd. and its subsidiaries; (iv) 20,000,000 new ordinary shares of RM1/- each for the settlement of the purchase consideration for the acquisition of Ascentland Sdn. Bhd. The movements in the authorised and issued and fully paid-up share capital of the Company are disclosed in Note 22 to the financial statements. No debentures were issued by the Company during the financial year.
DIRECTORS
The directors in office since the date of the last report are:Dato Seri (Dr) Haji Abu Hassan Bin Haji Omar Ng Huat Tian Pua Yow Liang Mohamed Hazali Bin Dato Seri (Dr) Haji Abu Hassan Ang Choon Hug Ng Huat Chai Chng Kong San Francis Ng Cho Nam Sang Cheah Seng Imm - appointed on 12.5.2003 - appointed on 12.5.2003 - appointed on 12.5.2003 - appointed on 12.5.2003 - appointed on 12.5.2003 - appointed on 12.5.2003 - appointed on 12.5.2003 - appointed on 12.5.2003 - resigned on 13.5.2003
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(553069-T)
Directors Report
DIRECTORS INTERESTS
According to the Register of Directors Shareholdings, the interests of those directors who held office at the end of the financial year in shares in the Company and its subsidiary companies during the financial year are as follows:Number of ordinary shares of RM1/ - each At 1 Jan 2003 or date of appointment The Company Oilcorp Berhad Bought Sold At 31 December 2003
Dato Seri (Dr) Haji Abu Hassan Bin Haji Omar Ng Huat Tian Pua Yow Liang Mohamed Hazali Bin Dato Seri (Dr) Haji Abu Hassan Ang Choon Hug Cho Nam Sang 3,835,500 1,911,223 1 269,800 455,500 3,649,800 1,911,223 1 3,835,500 40,702,320 4,000,000 22,500,000 23,687,000 2,000,000 3,835,500 39,515,320 2,000,000
The subsidiary company Oil-Line Fabricators Sdn. Bhd. Mohamed Hazali Bin Dato Seri (Dr) Haji Abu Hassan 490,000 1,960,000 2,450,000
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. In accordance with Article 103 of the Articles of Association of the Company, Cho Nam Sang retires from the Board at the forthcoming Annual General Meeting and being eligible, offers himself for re-election. In accordance with Article 109 of the Articles of Association of the Company, Dato Seri (Dr) Haji Abu Hassan bin Haji Omar, Ng Huat Tian, Pua Yow Liang, Mohamed Hazali Bin Dato Seri (Dr) Haji Abu Hassan, Ang Choon Hug, Ng Huat Chai, Chng Kong San and Francis Ng retire from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
SIGNIFICANT EVENTS
Significant events during the financial year are disclosed in Note 34 to the financial statements.
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Directors Report
DIRECTORS' BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit (other than as disclosed in 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 arrangement 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.
OILCORP B ERH A D
(553069-T)
AUDITORS
The auditors, Messrs Monteiro & Heng, have expressed their willingness to continue in office.
On behalf of the Board,
........................................................................ NG HUAT TIAN Director
........................................................................ PUA YOW LIANG Director
Kuala Lumpur Date: 28 April 2004
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(553069-T)
Balance Sheets
BALANCE SHEETS AS AT 31 DECEMBER 2003

Group 2003 Note RM Company 2003 RM 2002 RM
PROPERTY, PLANT AND EQUIPMENT INVESTMENT PROPERTIES INVESTMENT IN SUBSIDIARY COMPANIES OTHER INVESTMENTS GOODWILL ON CONSOLIDATION
3 4 5 6
43,437,260 14,177,394 104,900 63,545,935
115,000,000 -
CURRENT ASSETS Property development expenditure Amount due from customers for contract works Trade debtors Other debtors, deposits and prepayments Tax recoverable Fixed deposits placed with licensed banks Cash and bank balances 11 12 8 9 10 9,366,545 44,719,743 3,935,545 73,417 6,444,101 2,688,577 107,397,017 Less: CURRENT LIABILITIES Amount due to customers for contract works Trade creditors Other creditors, deposits and accruals Provision Amount due to directors Amount due to subsidiary companies Bank overdrafts - secured Hire purchase creditors Short term borrowings Provision for taxation 8 13 14 15 16 17 18 19 20 150,063 17,584,376 27,478,773 9,081,055 1,760,830 4,335,992 235,688 19,069,388 3,690,948 83,387,113 NET CURRENT ASSETS/(LIABILITIES) 24,009,904 145,275,393 54,674 27,197 1,190,331 87,000 1,359,202 (1,358,232) 113,641,768 2,280 9,624 11,904 (11,902) (11,902) 970 970 2 2 7 40,169,109 -
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Balance Sheets
BALANCE SHEETS AS AT 31 DECEMBER 2003 (Continued)

Group 2003 Note RM 2003 RM Company 2002 RM
OILCORP B ERH A D
(553069-T)
Financed by: SHARE CAPITAL REVENUE RESERVE SHAREHOLDERS FUNDS/ (CAPITAL DEFICIENCY) MINORITY INTERESTS HIRE PURCHASE CREDITORS LONG TERM LIABILITIES DEFERRED TAXATION 19 21 23 22 151,600,002 (25,639,405) 125,960,597 2,305,351 317,627 12,731,723 3,960,095 145,275,393 151,600,002 (37,958,234) 113,641,768 113,641,768 2 (11,904) (11,902) (11,902)
The accompanying notes form an integral part of these financial statements.
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(553069-T)
Income Statements
INCOME STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003

Group 2003 Note RM 2003 RM Company 2002 RM
REVENUE
24
119,896,595
350,000
Cost of sales GROSS PROFIT
(94,887,710) 25,008,885
350,000
Other operating income Other operating expenses Administrative expenses OPERATING PROFIT/(LOSS) Finance costs (net) PROFIT/(LOSS) BEFORE TAXATION 25 26
1,200,436 (5,269,468) 20,939,853 (602,715) 20,337,138
(230,980) 119,020 119,020
(4,412) (4,412) (4,412)
Taxation PROFIT/(LOSS) AFTER TAXATION
27
(5,671,214) 14,665,924
(87,000) 32,020
(4,412)
Minority interests PROFIT/(LOSS) AFTER TAXATION AND MINORITY INTERESTS
424,255
15,090,179
32,020
(4,412)
Pre-acquisition profit NET PROFIT/(LOSS) FROM ORDINARY ACTIVITIES
(2,739,330) 12,350,849
32,020
(4,412)
Extraordinary items - one off corporate costs pursuant to Corporate and Restucturing Scheme for transfer of listing status written off NET PROFIT FOR THE YEAR 28 (37,978,350) (25,627,501) (37,978,350) (37,946,330) (4,412)
Earnings/(loss) per share (sen) Basic - before extraordinary items - after extraordinary items Fully diluted
29
13.01 (26.99) -
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Statements Of Changes In Equity
STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2003

Revenue Reserve One Off Share Group Note Capital RM Corporate Costs Written Off RM Retained Profit RM Total RM
OILCORP B ERH A D
(553069-T)
Balance at 1 January 2003
(11,904)
(11,902)
Issued during the year
22
151,600,000 -
(37,978,350) -
- 151,600,000 - (37,978,350) 12,350,849 12,350,849
One off corporate costs written off 28 Net profit for the year
Balance at 31 December 2003
151,600,002
(37,978,350)
12,338,945 125,960,597
Revenue Reserve
One Off Share Capital Company RM Corporate Costs Written Off RM Retained Profit RM Total RM
Balance at 1 January 2002
(7,492)
(7,490)
Net loss for the year Balance at 31 December 2002 22 Issued during the year One off corporate costs written off Net profit for the year 28
(4,412) (11,904)
(4,412) (11,902)
151,600,000 -
(37,978,350) -
- 151,600,000 - (37,978,350) 32,020 32,020
Balance at 31 December 2003
151,600,002
(37,978,350)
20,116 113,641,768
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(553069-T)
Cash Flow Statements
CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003

Group 2003 RM CASH FLOW FROM OPERATING ACTIVITIES: Profit/(loss) before taxation after extraordinary items Less: Pre-acquisition profit (17,641,212) (3,756,063) (21,397,275) Adjustments for: Bad debts written off Depreciation - charge for the year - pre-acquisition profit 798,173 (256,590) 541,583 Provision for doubtful debts - current year - no longer required Extraordinary items Interest expenses - charge for the year - pre-acquisition profit 1,858,178 (441,044) 1,417,134 Interest income - received for the year - pre-acquisition profit (1,255,463) 44,783 (1,210,680) Gain on disposal of property, plant and equipment Attributable profit to development work performed todate (791,165) 89,687 (243,220) 37,978,350 37,978,350 23,141 (37,859,330) (37,859,330) (4,412) (4,412) 2003 RM Company 2002 RM
- recognised for the year - pre-acquisition profit
(8,396,077) 1,324,245 (7,071,832)
119,020
(4,412)
Plant and equipment written off Sundry deposit writen off Operating Profit/(loss) Before Working Capital Changes
4,063 23,725 9,363,511
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CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003 (CONTINUED)
Group 2003 RM Increase in amount due from/to customers for contract work Increase debtors Increase in creditors Increase in provision Increase progress billings Increase in development expenditure Cash Generated From/(Used In) Operations 1,390,963 (12,990,142) 12,755,899 9,081,055 14,254,305 (22,428,208) 11,427,383 52,394 171,414 1,780 (2,632) 2003 RM Company 2002 RM
OILCORP B ERH A D
(553069-T)
Interest paid Interest received Taxation paid Net Cash From/(Used In) Operating Activities
(791,864) 1,210,680 (3,741,244) 8,104,955
171,414
(2,632)
CASH FLOW FROM INVESTING ACTIVITIES: Purchase of plant and equipment* Proceeds from disposal of property, plant and equipment Proceeds from disposal of a subsidiary company Increase in development expenditure for investment properties Acquisition of subsidiary companies net of cash acquired** Net Cash (Used In)/From Investing Activities (14,963,770) (30,716,610) 1 (1,687,966) 1 1 5,485,869 (19,550,744) -
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(553069-T)
CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003 (CONTINUED)
Group 2003 RM CASH FLOW FROM FINANCING ACTIVITIES: Fixed deposits held as security value Corporate expenses paid Increase in amount due to subsidiary companies Increase in directors accounts Interest paid Drawdown of term loan Payments to hire purchase creditors Repayment of term loan Net Cash From/(Used In) Financing Activities NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (15,013,887) 968 (1,653,936) (1,378,351) 523,066 (1,094,543) 16,462,604 (203,551) (5,057,521) 7,597,768 (1,378,351) 1,190,331 17,573 (170,447) 2,632 2,632 2003 RM Company 2002 RM
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 2 2 2
CASH AND CASH EQUIVALENTS AT END OF THE YEAR (15,013,885) 970 2
ANALYSIS OF CASH AND CASH EQUIVALENTS: Cash and bank balances Fixed deposits Bank overdrafts Bankers' acceptance Trust receipts 2,688,557 6,444,101 (4,335,992) (12,309,720) (1,056,730) (8,569,784) Less: Deposits held as security values (6,444,101) (15,013,885) 970 970 970 2 2 2
* During the year, the Group acquired plant and equipment amounting to RM20,023,172/- of which RM436,130/were acquired under hire purchase instalment plans. Cash payments amounting to RM87,297/- were made towards the hire purchase.
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** SUMMARY OF EFFECTS ON ACQUISITION OF SUBSIDIARY COMPANIES

2003 RM Assets Property, plant and equipment Investment properties Other investments Property, development expenditure Amount due from customers for contract works Debtors Fixed deposits placed with licensed bank Cash and bank balances 28,654,438 12,489,428 104,900 24,577,696 11,227,236 35,558,479 4,790,165 904,089 118,306,431
OILCORP B ERH A D
(553069-T)
Liabilities Amount due to customers for contract works Creditors Amount due to directors Borrowings Deferred taxation Provision for taxation 619,791 32,304,969 1,228,140 23,305,470 3,037,755 3,717,456 64,213,581 Minority interests Net assets acquired (2,638,785) 51,454,065
Goodwill on consolidation Purchase consideration Portion of consideration settled by issuance of Oilcorp Shares Cash of subsidiary company acquired
63,545,935 115,000,000 (115,000,000) 14,963,770
Net cash outflow from acquisition of subsidiary company
14,963,770
On 2 May 2003, the Company entered into share sale agreements for the acquisition of 100% equity interest in Oil-Line Engineering & Associates Sdn. Bhd. ("Oil-Line") and Ascentland Sdn. Bhd. ("Ascentland") for considerations of RM95,000,000/- and RM20,000,000/- respectively.
53
(553069-T)
The effects of the acquisitions of Oil-Line and Ascentland on the financial results of the Group from the date of acquisition to 31 December 2003 were as follows: Financial year ended 31 December 2003 Oil-Line RM Ascentland RM
Revenue Cost of sales Gross profit
87,479,429 (70,866,621) 16,612,808
32,417,166 (24,021,089) 8,396,077
Other operating income Administrative expenses Operating Profit
1,193,036 (4,564,041) 13,241,803
7,400 (824,447) 7,579,030
Finance costs Profit before taxation
(381,190) 12,860,613
(221,525) 7,357,505
Taxation Profit after taxation Minority interests Net profit after taxation and minority interests
(3,592,674) 9,267,939 424,255 9,692,194
(1,991,540) 5,365,965 5,365,965
Pre-acquisition profit Net profit for the year
(1,881,619) 7,810,575
(857,711) 4,508,254
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The effects of the acquisitions on the financial position of the Group at 31 December 2003 were as follows: As 31 December 2003 Oil-Line RM Ascentland RM
OILCORP B ERH A D
(553069-T)
Assets Property,plant and equipment Investment properties Other investments Land and development expenditure Amount due from customers for contract works Debtors Tax recoverable Fixed deposits placed with licensed bank Cash and bank balances 43,409,655 104,900 9,366,545 40,158,967 73,417 6,444,101 762,964 27,605 14,177,394 40,169,109 8,496,321 1,924,623
Liabilities Amount due to customers for contract works Creditors Provision Amount due to directors Borrowings Deferred taxation Provision for taxation (150,063) (38,134,075) (997,171) (33,661,090) (43,700) (2,666,548) (6,874,400) (9,081,055) (736,462) (3,029,328) (3,916,395) (937,400)
Net assets
24,667,902
40,220,012
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(553069-T)
Notes To The Financial Statements
NOTES TO THE FINANCIAL STATEMENTS

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 Note 5 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 Main Board of Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad). The registered office and the principal place of business of the Company is located at No. 2-2, Jalan SS 6/6, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan. The number of employees of the Group and of the Company (including directors) at the end of the financial year is 169 and 2 (2002 : 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 April 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 Malaysian 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 out 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.
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2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Basis of Consolidation (Continued) The financial statements of the parent and its subsidiary companies are all drawn up to the same reporting date. 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. Minority interest represents the interest of outside members in the operating results and net assets of subsidiary companies. The gains or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Groups share of its assets together with any unamortised balance of goodwill or reserve on consolidation which was not previously recognised in the consolidated income statement.
OILCORP B ERH A D
(553069-T)
(c) Reserve/Goodwill on Consolidation The difference between the purchase consideration 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 reserve or 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) 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. Investments in subsidiary companies 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(t).
(e) 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(t).
57
(553069-T)

(e) Property, Plant and Equipment and Depreciation (Continued) Freehold lands are 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 buildings Long leasehold land Motor vehicles Office equipment Furniture & fittings Renovation 2% 95 years 20% 10% - 20% 10% - 15% 10%
Building-in-progress will be depreciated when the property is ready for its intended use. Fully depreciated assets are retained in the financial statements until the assets are no longer in use.
(f)
Property Development Expenditure Property development expenditure consists of land under development at cost or at valuation and other related costs including financial expenses incurred during the period of development, and portion of profit or loss attributable to development work performed todate, less progress billings. Provision for foreseeable losses is made when estimated future revenue realisable is lower than the carrying amount of the project. The Group considers as current assets that portion of property development projects which are currently under development on which significant development work has been undertaken and is expected to be completed within the Groups normal operating cycle. The current portion of the property development projects are stated at the lower of carrying amount and net realisable value.
(g) Investment Properties Investment properties are held for their investment potential and rental income and are stated at cost less provision for diminution in value. Investment properties will be depreciated when the property is ready for its intended use. On disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is charged or credited to the income statement; any amount in revaluation reserve relating to that investment property is transferred to unappropriated profits account.
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(h) Other Investments Other investments 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(t). On disposal of an investment, the difference between net disposal proceeds and its carrying amount is charged or credited to the income statement.
OILCORP B ERH A D
(553069-T)
(i) Debtors Known bad debts are written off and specific provision is made for any debts considered to be doubtful of collection.
(j)
Revaluation of Assets Land and buildings at valuation are revalued at a regular interval of at least once in every five years with additional valuations in the intervening years where market conditions indicate that the carrying values of the revalued land and buildings materially differ from the market values. Any surplus or deficit arising from the revaluations will be dealt with in the Revaluation Reserve Account. Any deficit is set-off against the Revaluation Reserve Account only to the extent of surplus credited from the previous revaluation of the land and buildings and the excess of the deficit is charged to the income statement.
(k) Borrowing Costs Borrowing costs incurred on property development projects are capitalised and included as part of development expenditure. The capitalisation of borrowing costs commences when expenditure for the property development projects and borrowing costs are being incurred and the activities that are necessary to prepare the property development projects for its intended sale are in progress. However, capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted. Capitalisation of borrowing costs should cease when substantially all the activities necessary to prepare the property development projects for its intended sale are completed. Borrowing costs incurred in financing the construction-in-progress are capitalised as part of the cost of the assets. Capitalisation will cease when the relevant assets are ready for their intended use. All other borrowing costs are charged to the income statement as an expense in the period in which they are incurred.
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(553069-T)

(l) 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. 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.
(m) 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.
(n) 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.
(o) 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 agreements.
(p) 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.
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(p) Revenue Recognition (Continued) (ii) Engineering and Technical Services Engineering and technical services are recognised upon services rendered to customers.
OILCORP B ERH A D
(553069-T)
(iii) Property Development Revenue from sale of property development projects is recognised on the percentage of completion method. No profit is recognised where development is in its initial stage or has not reached a stage of completion where it is possible to determine the financial outcome of the development with reasonable accuracy. Provision for foreseeable losses is made when estimated future revenue realisable is lower than the carrying amount of the project. Interest income from late payments by house buyers and forfeiture income are recognised on receipt basis. (iv) Interest Income Interest income is recognised on an accrual basis unless collectibility is in doubt in which recognition will be on receipt basis.
(q) 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. (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.
61
(553069-T)

(r) 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. Prior to the adoption of MASB 25 Income Taxes on 1 July 2002, deferred tax was provided for using the liability method in respect of significant timing differences and deferred tax assets were not recognised unless there was reasonable expectation of their realisation. There are no material effects arising from this change in accounting policy.
(s)
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, debtors, creditors 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.
62

(t) 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 the carrying values of the assets with their recoverable amounts. The recoverable amount is the higher of an assets 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. 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.
OILCORP B ERH A D
(553069-T)
(u) 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.
(v) Intersegment Transfers Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the economic entity at an arms length transactions. These transfers are eliminated on consolidation.
63
(553069-T)

(w) Foreign Currency Translation 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 closing rate used in translation of foreign currency amounts is stated below:2003 RM 3.825 2002 RM 3.825
Foreign currency 1 US Dollar
(x) 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.
64
OILCORP B ERH A D
(553069-T)
PROPERTY, PLANT AND EQUIPMENT
Group RM RM RM RM RM RM RM
Freehold Land and Buildings Motor Vehicles Renovation Total Office Equipment
Long Leasehold Lands and BuildingsIn-Progress Furniture and Fittings
2003
Cost/Valuation 11,391,017 16,388 (4,607,405) 6,800,000 35,565,760 2,353,754 353,408 995,117 (389,885) (19,402) (96,811) 19,386,231 436,130 69,455 89,106 16,179,529 2,307,509 303,355 1,002,822 161,224 25,862 187,086 31,345,456 20,023,172 (5,113,503) 46,255,125
At 1 January 2003
New subsidiaries acquired
Additions
Disposals/write offs
At 31 December 2003
Accumulated Depreciation 81,994 47,206 129,200 301,918 1,348,087 (315,020) 112,377 280,386 189,541 1,382,721 203,130 23,300 (14,657) 211,773 699,331 66,502 (85,059) 680,774 134,301 11,812 146,113 2,691,018 541,583 (414,736) 2,817,865
At 1 January 2003
New subsidiaries acquired
Charge for the year
Disposals/write offs
At 31 December 2003
Net Book Value at 6,670,800 35,263,842 1,005,667 141,635 314,343 40,973 43,437,260
31 December 2003
Cost/Valuation is
represented by: 6,800,000 6,800,000 19,565,760 16,000,000 35,565,760 2,353,754 2,353,754 353,408 353,408 995,117 995,117 187,086 187,086 23,455,125 22,800,000 46,255,125
Cost
Valuation
Total
65
Group Long leasehold lands comprise leasehold interest with an unexpired term in excess of 50 years. The freehold land and buildings and the long leasehold land at valuation are stated at directors' valuation based on the valuation conducted by a firm of professional valuers in May 2002 using the open market value basis. Had the revalued freehold land and buildings and long leasehold lands been carried at historical cost less accumulated depreciation, the total net book values of the said freehold land and buildings and long leasehold land that would have been included in the financial statements of the Group is RM5,761,508/- and RM30,515,031/- respectively. Freehold land and buildings and leasehold land and building-in-progress with net book values of RM6,670,800/- and RM35,263,842/- respectively have been pledged to licensed banks to secure credit facilities granted to subsidiary companies. Motor vehicles of the Group with total net book values of RM1,003,368/- are acquired under hire purchase instalment plans. Included in the addition to the building-in-progress of the Group is interest expense of RM123,595/-. The leasehold building-in-progress of the Group costing RM18,394,675/- represents progress billings on the construction of a yard at the estimated cost of RM29,850,000/-. The balance of the construction costs is disclosed as a capital commitment in Note 31 to the financial statements.
4. INVESTMENT PROPERTIES
Group 2003 RM Freehold lands - at valuation Balance at the beginning New subsidiaries acquired Balance at the end 8,800,995 8,800,995
Development expenditure - at cost Balance at the beginning New subsidiaries acquired Additions during the year Balance at the end 3,688,433 1,687,966 5,376,399 14,177,394
OILCORP B ERH A D
(553069-T)
3. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
66
4. INVESTMENT PROPERTIES (CONTINUED)

Group Investment properties consist of freehold land and properties under development, which comprise a clubhouse, a water theme park and commercial space which a subsidiary company intends to hold for rental income and investment purposes. The freehold lands are stated at directors' valuation based on a valuation conducted by a firm of professional valuers in May 2002 using the open market value basis. The investment properties have been pledged to a licensed bank to secure term loan facility granted to a subsidiary company. The development expenditure represents progress billings on the construction of a club house and a water theme park at the estimated cost of RM23,982,925/-. The balance of the construction costs is disclosed as a capital commitment in Note 31 to the financial statements.
OILCORP B ERH A D
(553069-T)
5. INVESTMENT IN SUBSIDIARY COMPANIES

Company 2003 RM Unquoted shares at cost 115,000,000 2002 RM -
The following information relates to the subsidiary companies which are all incorporated in Malaysia: Effective Equity Interest 2003 % 100
Name of Company
Principal Activities
Direct subsidiary companies Oil-Line Engineering & Associates Sdn. Bhd.
Providing engineering, procurement, construction, technical, contracts and related services and investment holding Property investment, resort and hotel operations and property development
Ascentland Sdn. Bhd.
100
67
(553069-T)
5. INVESTMENT IN SUBSIDIARY COMPANIES (CONTINUED)

Effective Equity Interest 2003 %
Name of Company
Principal Activities
Indirect subsidiary companies held through Oil-Line Engineering & Associates Sdn. Bhd. Tenaga Nazar (M) Sdn. Bhd. 100 Providing engineering and technical services to the oil and gas industries Providing engineering, procurement, construction and contract related services Suppliers and contractors of engineering and technical services Suppliers and contractors of engineering and technical services Fabricators of off-shores modules and on-shore modules in the oil & gas and petrochemical industries
Oil-Line Synergy Sdn. Bhd.
100
Azdaman Engineering Sdn. Bhd.
90
Azdaman Sdn. Bhd.
100
Oil-Line Fabricators Sdn. Bhd.
51
6. OTHER INVESTMENTS
Group 2003 RM Golf club membership at cost 104,900
68
7. PROPERTY DEVELOPMENT EXPENDITURE

Group 2003 RM
OILCORP B ERH A D
(553069-T)
Freehold lands - at valuation Balance at the beginning New subsidiaries acquired Balance at the end 12,199,005 12,199,005
Development expenditure - at cost Balance at the beginning New subsidiaries acquired Additions during the year Balance at the end Total property development expenditure Portion of profit attributable to development work performed to date Balance at the beginning New subsidiaries acquired Additions during the year Balance at the end 4,535,077 7,071,832 11,606,909 60,522,266 Progress billings Balance at the beginning New subsidiaries acquired Additions during the year Balance at the end Current portion (6,098,852) (14,254,305) (20,353,157) 40,169,109 13,942,466 22,773,886 36,716,352 48,915,357
Current charges to development expenditure includes:Term loan interest 345,678
Group The freehold lands are stated at directors' valuation based on a valuation conducted by a firm of professional valuers in May 2002 using the open market value basis.
The freehold lands are pledged to a licensed bank to secure term loan facility granted to a subsidiary company.
69
(553069-T)
7. PROPERTY DEVELOPMENT EXPENDITURE (CONTINUED)

Group A subsidiary company, Ascentland Sdn. Bhd., has entered into leaseback agreements with certain owners of the development properties known as "PD Tiara Bay Resort". The subsidiary company has offered to rent from the owners the said properties together with fittings for purposes of letting out the same as rental accommodation for the Resort and the owners have agreed to let the said properties to the said subsidiary company at a leaseback guaranteed returns of 8% per annum on selling price of the said properties for a period of 2 years.
As at balance sheet date, the leaseback guaranteed returns is disclosed as lease commitments in Note 31 to the financial statements.
8. AMOUNT DUE FROM/(TO) CUSTOMERS FOR CONTRACT WORKS

Group 2003 RM
Aggregate costs incurred to date Recognised profits less recognised losses
65,476,019 12,553,694 78,029,713
Progress billings
(68,813,231) 9,216,482
Amount due to customers for contract works included in current liabilities 150,063
Amount due from customers for contract works included in current assets 9,366,545
Construction contract costs recognised as contract expenses during the year 64,555,181
70
9. TRADE DEBTORS
Group 2003 RM
OILCORP B ERH A D
(553069-T)
Trade debtors Less: Provision for doubtful debts Group
45,396,555 (676,812) 44,719,743
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.
10. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS

Group 2003 RM
Other debtors Deposits Prepayments Interest receivable
3,753,460 77,638 43,640 60,807 3,935,545
Group Included in other debtors are the following:
(a) amounts totalling RM894,304/- which represent advances to third parties which are unsecured, bear interest at the rate of 8% per annum and is repayable by four fixed quarterly instalments commencing March 2003. The said amounts have been settled subsequent to the balance sheet date; and
(b) an amount of RM1,864,376 which represents the balance of the purchase consideration from the disposal of the freehold land and building by a subsidiary company. This amount has been settled subsequent to the balance sheet date.
11. 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 a subsidiary company.
71
(553069-T)
12. CASH AND BANK BALANCES

Group 2003 RM 2003 RM Company 2002 RM
Cash and bank balances Cash held under Housing Development Account
2,139,865 548,692 2,688,557
970 970
2 2
Cash held under Housing Development Account represents receipts from purchasers of residential properties less payments or withdrawals pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 and therefore restricted from use in other operations.
13. TRADE CREDITORS

Group Included in this account are amounts totalling RM3,062,282/- which represent retention sums for contract works performed.
The normal trade credit term granted to the Group ranges from 30 to 60 days.
14. OTHER CREDITORS, DEPOSITS AND ACCRUALS

Group 2003 RM Other creditors Deposits Accruals 11,720,893 473,034 15,284,846 27,478,773 2003 RM 26,774 27,900 54,674 Company 2002 RM 2,280 2,280
72
14. OTHER CREDITORS AND ACCRUALS (CONTINUED)

Group Included in other creditors are the following:-
OILCORP B ERH A D
(553069-T)
(a) an amount of RM761,478/- being service tax payable to the Royal Custom and Excise Department. The subsidiary company is appealing against the assessment raised by the Royal Custom and Excise Department on the ground of the subsidiary company does not fall within the definition of taxable person under Service Tax Act, 1975;
(b) an amount of RM358,256/- due to companies in which a director has substantial financial interest; and
(c) an amount of RM10,376,450/- which represents contractor fees payable in respect of the construction of the leasehold building-in-progress.
Included in deposits are amounts totalling RM473,034/- represent deposits received/receivable from house purchasers.
Included in accruals are the following:
(a) amounts totalling RM2,337,878/- which represent property development expenditure accrued in respect of the development activities of a subsidiary company; and
(b) amounts totalling RM7,353,624/- which represents project costs accrued for the contracts work undertaken by a subsidiary company.
15. PROVISION
Group 2003 RM Property development expenditure Balance at the beginning Additions during the financial year Balance at the end 9,081,055 9,081,055
Current
9,081,055
Provision for property development expenditure is made in respect of probable outflow of resources related to property development activities of a subsidiary company.
73
(553069-T)
16. AMOUNT DUE TO DIRECTORS

Group and Company The amounts due to directors are unsecured, interest free and have no fixed terms of repayment.
17. AMOUNT DUE TO SUBSIDIARY COMPANIES

Company The amounts due to subsidiary companies are unsecured, interest free and have no fixed terms of repayment.
18. BANK OVERDRAFTS - SECURED

The bank overdrafts are secured by legal charges over the freehold land and buildings and fixed deposits of a subsidiary company and are also jointly and severally guaranteed by certain directors of the Company. The bank overdrafts bear interest at rates ranging from 7.50% to 7.75% per annum.
19. HIRE PURCHASE CREDITORS

Group 2003 RM Minimum hire-purchase payments:- not later than one year - later than one year and not later than five years - later than five years 287,183 363,049 4,092 654,324 Less: Future interest charges Present value of hire-purchase liabilities (101,009) 553,315
74
19. HIRE PURCHASE CREDITORS (CONTINUED)

Group 2003 RM
OILCORP B ERH A D
(553069-T)
Represented by: Current:- not later than one year Non-current: - later than one year and not later than five years - later than five years 313,656 3,971 317,627 553,315 235,688
20. SHORT TERM BORROWINGS

Group 2003 RM
Bankers' acceptance Trust receipts Term loans due within one year (Note 21)
12,309,720 1,056,730 5,702,938 19,069,388
The bankers' acceptance and trust receipts are secured by legal charges over the freehold land and buildings and fixed deposits of a subsidiary company and are also jointly and severally guaranteed by certain directors of the Company. The said borrowings bear interest at rates ranging from 3.00% to 7.90% per annum.
21. LONG TERM LIABILITIES

Group 2003 RM
Outstanding term loans principal Portion due within one year (Note 20) Portion due after one year
18,434,661 (5,702,938) 12,731,723
75
(553069-T)
21. LONG TERM LIABILITIES (CONTINUED)

The term loans of the Group are secured by way of legal charges over the freehold land and buildings and leasehold land and building-in-progress of subsidiary companies and are also jointly and severally guaranteed by certain directors of the Company. The said loans bear interest at rates ranging from 1.50% to 1.75% per annum above the bank's base lending rate and are repayable by equal monthly installments. The terms of repayment of the loans are as follows:Group 2003 RM
Within the next twelve months (Note 20)
5,702,938
After the next twelve months - not later than two years - later than two years but later than five years - later than five years 2,880,369 6,771,927 3,079,427 12,731,723 18,434,661
22. SHARE CAPITAL

Group and Company 2003 RM Ordinary shares of RM1/- each 2002 RM
Authorised: At 1 January Created during the year At 31 December 100,000 199,900,000 200,000,000 100,000 100,000
Issued and fully paid: At 1 January Issued during the year - acquisition of subsidiary companies - in exchange for shares in Abrar Corporation Berhad ("ACB") - settlement of ACB's creditors At 31 December 115,000,000 1,600,000 35,000,000 151,600,002 2 2 2
76
23. DEFERRED TAXATION

Group 2003 RM
OILCORP B ERH A D
(553069-T)
At 1 January New subsidiaries acquired Transfer from income statement At 31 December
3,037,755 922,340 3,960,095
Representing the tax effects of: Timing differences between depreciation and corresponding capital allowances Timing differences relating to the revaluation of freehold lands held for development Timing differences relating to the recognition of property development income 2,377,400 3,960,095 1,538,995 43,700
Deferred taxation not provided for in the financial statements: Arising from revaluation of freehold lands held for investment purpose Arising from revaluation of long leasehold land held for long term purpose 242,005 552,469 310,464
Further, the deferred tax assets have not been recognised for the following items:Group 2003 RM
Deductible temporary differences Unutilised tax losses
25,500 62,200 87,700
The unutilised tax losses and deductible temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the subsidiary company can utilise the benefits.
77
(553069-T)
24. REVENUE
Group 2003 RM Contract revenue Engineering and technical services Sale of development properties Management fee 76,400,656 11,078,773 32,417,166 119,896,595 2003 RM 350,000 350,000 Company 2002 RM -
25. OPERATING PROFIT/(LOSS)

Operating profit/(loss) has been arrived at: Group 2003 RM After charging: Audit fee - current year - underprovision in previous year Bad debts written off Directors' remuneration - fee - salaries, bonus and allowances - others Depreciation Plant and equipment written off Provision for doubtful debts - current year - no longer required Rental of premises Staff costs - Employees' Provident Funds & SOCSO - salaries, bonuses, incentives and allowances - staff amenities - staff training Sundry deposit written off And crediting: Bad debts recovered Gain on disposal of plant and equipment Rental income companies in which a director has interest 286,000 109,102 791,165 324,712 11,048,028 29,968 27,161 23,725 89,687 (243,220) 126,270 142,500 813,727 58,548 798,173 4,063 22,500 65,000 7,800 88,000 6,450 23,141 3,000 1,000 Company 2003 RM 2002 RM
Directors' remuneration of the Group excludes estimated monetary value of benefits in kind of RM60,100/-.
78
26. FINANCE COSTS (NET)

Group 2003 RM Interest income - fixed deposits - others 161,492 1,093,971 1,255,463
OILCORP B ERH A D
(553069-T)
Interest expenses - bank overdrafts - bills payable - hire purchase - term loans - others (302,633) (629,550) (77,744) (608,322) (239,929) (1,858,178) (602,715)
27. TAXATION
Income tax - current year's provision - overprovision in prior years Deferred taxation - current year - prior years (998,240) 75,900 (5,671,214) (87,000) (4,929,300) 180,426 (87,000) -
79
(553069-T)
27. TAXATION (CONTINUED)

The provision for taxation differs from the amount of taxation determined by applying the applicable statutory tax rate of the profit/(loss) before tax as a result of the following differences. Group 2003 RM Accounting profit/(loss) Taxation at applicable tax rate of 28% (2002: 28%) Tax effects arising from - non-taxable income - non-deductible expenditure - reversal of deferred tax assets not recognised in the financial statements - overprovision in prior years Tax expense for the year 7,600 256,326 (5,671,214) (87,000) 368,579 (609,320) (53,674) (1,235) (5,694.399) (33,326) 1,235 20,337,138 2003 RM 119,020 Company 2002 RM (4,412)
28. EXTRAORDINARY ITEMS

Group 2003 RM Corporate costs incurred in respect of the Corporate and Restructuring Scheme of the Group as mentioned in Note 34 to the financial statements - professional fees, regulatory fees and incidental expenses incurred - issuance of the Company's shares to the creditors of ACB - issuance of the Company's shares to the existing shareholders of ACB Gain on disposal of ACB to Primiavis Jaya Sdn. Bhd., a company established as special vehicle pursuant to the Corporate and Restructuring Scheme 1 (37,978,350) 1 (37,978,350) (1,600,000) (1,600,000) (35,000,000) (35.000.000) (1,378,351) (1,378,351) 2003 RM Company 2002 RM
80
29. EARNINGS/(LOSS) PER SHARE

Basic Earnings/(Loss) Per Share
(553069-T)
OILCORP B ERH A D
a)
Before Extraordinary Items
The earnings per share for the year has been calculated based on the Group's profit after taxation and minority interests but before extraordinary items of RM12,350,849/- and on the weighted average number of 94,966,669 ordinary shares in issue during the year.
b)
After Extraordinary Items
The loss per share for the year has been calculated based on the Group's loss after taxation, minority interests and extraordinary items of RM25,627,501/- and on the weighted average number of 94,966,669 ordinary shares in issue during the year.
Diluted Earnings Per Share
The diluted earnings per share is not shown as it is not applicable to the Group.
30. CONTINGENT LIABILITIES

(a) There is a claim by the Royal Customs and Excise Department ("RCED") against the Company for alleged non-compliance of the Service Tax Act, 1975. The directors are of the opinion that the likelihood of this claim being crystallised is remote and as such, no provision has been made in the financial statements. As at the balance sheet date, the quantum of the service tax and penalty claimable by RCED are not ascertainable.
(b) As at 31 December 2003, the Group is contingently liable for the following:Group 2003 RM Secured Bank guarantees issued in favour of various third parties 1,272,036
Unsecured Potential tax penalty 13,102 1,285,138
81
(553069-T)
30. CONTINGENT LIABILITIES (CONTINUED)

(c) Subsequent to the balance sheet date, the Group is further contingently liable to the extent of RM801,463/- in respect of the bank guarantees issued in favour of various third parties.
The bank guarantees of the Group is secured over freehold land and buildings, and fixed deposits of a subsidiary company and are also jointly and severally guaranteed by a director of the Company.
31. COMMITMENTS
Group 2003 RM Capital Commitments Investment properties - capital expenditure approved and contracted for but not provided in the financiaI statements - capital expenditure approved but not contracted for 10,627,562 7,993,369
Leasehold building-in-progress - capital expenditure approved and contracted for but not provided in the financial statements 10,915,325 29,536,256
Group 2003 RM Lease Commitments Lease back guaranteed returns - Lease commitments not provided for in the financial statements:expiring within one year expiring between two to five years 10,204,374 10,204,374
82
32. SIGNIFICANT RELATED PARTY TRANSACTIONS

OILCORP B ERH A D
(553069-T)
Management fee received from subsidiary companies - Oil-Line Engineering & Associates Sdn. Bhd. - Ascentland Sdn. Bhd. Contract revenue received/receivable from Town & Country Properties Sdn. Bhd., a company in which a director, Pua Yow Liang has substantial financial interest Rental expenses paid/payable to a director, Ng Huat Tian Rental income received/receivable from - Uniusaha Jaya Sdn. Bhd., a company in which certain directors, Ng Huat Tian and Pua Yow Liang have substantial financial interests - Crest Engineering Services Sdn. Bhd., a company in which certain directors, Ng Huat Tian and Pua Yow Liang have substantial financial interest Subcontractors' charges paid/payable to - PP Phone Corporation Sdn. Bhd., a company in which a director, Ng Huat Tian has substantial financial interest - Oil-Line Industries Sdn. Bhd., a company in which a director, Ng Huat Tian has substantial financial interest 82,423 355,080 6,000 240,000 24,000 8,548,334 100,000 250,000 -
The directors of the Company are of the opinion that the above transactions have been entered into in the normal course of business and the terms are no less favourable than those arranged with third parties.
33. SEGMENTAL ANALYSIS

The Group's operating business are classified according to the nature of activities as follows:
Property
: Comprise mainly property related activities.
Oil & Gas and Engineering
: Comprise mainly engineering, procurement, construction and contract related services
Investment
: Comprise mainly investment holding.
83
(553069-T)
33. SEGMENTAL ANALYSIS (CONTINUED)

Primary Reporting - Business Segments Oil & Gas and Engineering RM
2003
Property RM
Investment Holding RM
Total RM
REVENUE External revenue 32,417,166 87,479,429 119,896,595
RESULTS Segment results Other operating income Finance costs (net) Profit from ordinary activities 7,571,630 7,400 (221,525) 7,357,505 12,048,767 1,193,036 (381,190) 12,860,613 119,020 119,020 19,739,417 1,200,436 (602,715) 20,337,138
Taxation Profit after taxation
(1,991,540) 5,365,965
(3,592,674) 9,267,939
(87,000) 32,020
(5,671,214) 14,665,924
Minority interests Profit after taxation and minority interests
424,255
424,255
5,365,965
9,692,194
32,020
15,090,179
Pre-acquisition profit Net profit from ordinary activities
(857,711)
(1,881,619)
(2.739,330)
4,508,254
7,810,575
32,020
12,350,849
Extraordinary items Net profit/(loss) for the year
4,508,254
7,810,575
(37,978,350) (37,946,330)
(37,978,350) (25,627,501)
84
33. SEGMENTAL ANALYSIS (CONTINUED)

Primary Reporting - Business Segments (Continued) Oil & Gas and Engineering RM
OILCORP B ERH A D
(553069-T)
2003
Property RM
Investment Holding RM
Total RM
OTHER INFORMATION Segment assets 64,795,052 100,306,318 63,487,719 228,589,089
Total assets
64,795,052
100,306,318
63,487,719
228,589,089
Segment liabilities
19,721,245
72,942,400
81,870
92,745,515
Total liabilities
19,721,245
72,942,400
81,870
92,745,515
Capital expenditure
18,061
20,005,111
20,023,172
Depreciation
4,712
793,461
798,173
Secondary Reporting - Geographical Segments 2003 Malaysia RM Foreign RM Total RM
Revenue
118,996,595
900,000
119,896,595
Results
14,846,844
243,335
15,090,179
Total assets
228,589,089
228,589,089
Total liabilities
92,745,515
92,745,515
Capital expenditure
20,023,172
20,023,172
Depreciation
798,173
798,173
85
(553069-T)
34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

During the financial year, the Proposed Corporate and Restructuring Schemes as disclosed in the financial statements of the Company in the previous financial year that involved the Company and its subsidiary companies were approved by all the relevant regulatory authorities and have been completed. The Corporate and Restructuring Scheme of the Group involved the following:(i) the transfer of the listing status of ACB on the Main Board of Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad) to OilCorp, the consideration of which was satisfied by new OilCorp Shares in accordance with the terms and conditions of the Facilitation of Listing Agreement and the Workout Proposal as follows: (a) OilCorp has issued 1,600,000 new OilCorp Shares to the existing shareholders of ACB in exchange for 32,000,000 ACB ordinary shares on the basis of one (1) new OilCorp Share for every twenty (20) ACB Shares held. The Share Exchange was completed on 27 June 2003; and OilCorp has issued to the creditors of ACB, through the Special Administrators (SA), 35,000,000 new OilCorp Shares at par, credited as fully paid in the manner and proportion determined by the SA.
(b)
(ii)
OilCorp acquired the entire issued and paid-up share capital of Oil-Line Engineering & Associates Sdn. Bhd. (Oil-Line) comprising 10,591,540 ordinary shares of RM1/- each for a purchase consideration of RM95,000,000, which was satisfied via an issuance of 95,000,000 new OilCorp Shares at par. The acquisition was completed on 2 May 2003.
(iii) OilCorp acquired the entire issued and paid-up share capital of Ascentland Sdn. Bhd. (Ascentland) comprising 5,000,000 ordinary shares of RM1/- each for a purchase consideration of RM20,000,000, which was satisfied via an issuance of 20,000,000 new OilCorp Shares at par. The acquisition was completed on 2 May 2003. (iv) The offer for shares by the creditors of ACB and Oil-Line vendors and/or the Ascentland vendors, of 43,900,000 ordinary shares of RM1/- each in OilCorp at an offer price of RM1.10 per share payable in full on application to the shareholders of ACB, directors and employees of the OilCorp Berhad, potential investors and Bumiputra investors approved by the Ministry of International Trade and Industry (MITI). (v) The entire enlarged issued and paid-up share capital of the Company comprising 151,600,002 ordinary shares of RM1/- each was listed and quoted on the Main Board of Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad) on 5 August 2003. (vi) Upon the completion of the Workout Proposal, Oilcorp disposed of its entire shareholding in ACB for a nominal consideration of RM1/- to Primiavis Jaya Sdn. Bhd., a company established as special vehicle for the purpose of facilitating the implementation of the Workout Proposal on 13 August 2003.
86
35. FINANCIAL INSTRUMENTS

(a) 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.
OILCORP B ERH A D
(553069-T)
(b) 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.
(c) Foreign Currency Risk The Group is not exposed to significant foreign currency risks as the majority of the Groups transactions, assets and liabilities are denominated in Ringgit Malaysia. Foreign currency denominated assets and liabilities together with expected future cash flows from highly probable purchases and sales give rise to foreign exchange exposures.
(d) 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.
(e) Interest Rate Risk The Groups primary interest rate risk relates to interest-bearing debt as at 31st December 2003. 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.
87
(553069-T)
35. FINANCIAL INSTRUMENTS (CONTINUED)

(e) Interest Rate Risk (Continued)
Effective Interest Rates Effective Interest Rate % Within 1 Year RM 1-5 Years RM After 5 Years RM
Group As at 31 December 2003
Total RM
Financial Assets Other debtors, deposits and prepayments Fixed deposits placed with licensed banks 3.11 - 3.19 6,444,101 6,444,101 8.00 894,304 894,304
Financial Liabilities Bank overdrafts - secured Banker's acceptance Trust receipts Hire purchase creditors Term loans 7.50 - 7.75 3.00- 3.26 7.90 5.67 - 9.43 7.50 - 7.90 4,335,992 12,309,720 1,056,730 235,688 5,702,938 313,656 9,652,296 3,971 3,079,427 4,335,992 12,309,720 1,056,730 553,315 18,434,661
(f)
Fair Values
Recognised financial instruments
The fair value of financial assets and financial liabilities approximate their respective carrying values on the balances sheets of the Group and of the Company.
Unrecognised financial instruments
There are no financial instruments not recognised in the balance sheets as at 31 December 2003 that are required to be disclosed.
36. COMPARATIVE FIGURES

There are no comparative figures for the Group as this is the first set of financial statements for the Group.
88
Statement By Directors
STATEMENT BY DIRECTORS
(553069-T)
OILCORP B ERH A D
We, SUNNY NG HUAT TIAN and PUA YOW LIANG, being two of the directors of OILCORP BERHAD, do hereby state that in the opinion of the directors, the financial statements set out on pages 43 to 85, are drawn up in accordance with 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 31 December 2003 and of the results and cash flows of the Group and of the Company for the year ended on that date.
On behalf of the Board,
........................................................................ NG HUAT TIAN Director
........................................................................ PUA YOW LIANG Director
89
(553069-T)
Statutory Declaration
STATUTORY DECLARATION
I, LAN CHAT MAN, being the officer primarily responsible for the financial management of OILCORP BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 43 to 85 are correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, l960.
.............................................. LAN CHAT MAN
Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory on 28 April 2004
Before me,
................................................ Commissioner for Oaths
90
Report Of The Auditors
(553069-T)
REPORT OF THE AUDITORS TO THE MEMBERS OF OILCORP BERHAD (Incorporated in Malaysia)
OILCORP B ERH A D
We have audited the financial statements set out on pages 43 to 85. These financial statements are the responsibility of the Companys directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by directors, as well as evaluating the overall 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 applicable approved accounting standards in Malaysia so as to give a true and fair view of: (i) the state of affairs of the Group and of the Company as at 31 December 2003 and of the results and cash flows of the Group and of the Company for the year ended on that date; and 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;
(ii)
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.
91
(553069-T)
Report Of The Auditors
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.
Monteiro & Heng No. AF 0117 Chartered Accountants
M.J. Monteiro No. 828/05/04 (J/PH) Partner
92
Analysis of Shareholdings
SUBSTANTIAL SHAREHOLDERS AS AT 10 MAY 2004

Sharesholder Sunny Ng Huat Tian Pramaddun Holdings Sdn Bhd NRIC/Registration no. 621203-01-6259 579264-M Shares 39,515,320 33,944,980 Percentage 26.0655142 22.3911475
OILCORP B ERH A D
(553069-T)
ANALYSIS BY SIZE OF SHAREHOLDERS AS AT 10 MAY 2004

Category No Of Shareholders Malaysian Foreign 442 2,713 4,606 763 58 2 8,584 9 37 70 22 0 0 Number Of Shares Malaysian Foreign 21,892 2,166,100 19,213,582 20,556,978 35,188,300 73,460,300 450 18,900 369,700 603,800 0 0 922,850 Percentage Malaysian Foreign 0.014441 1.428826 12.673867 13.560012 23.211279 48.456662 99.345086 0.000297 0.012467 0.243865 0.398285 0 0 0.654914
Less than 100 shares 100 - 1,000 shares 1,001 - 10,000 shares 10,001 - 100,000 shares 100,001 - less than 5% of issued shares 5% and above of issued shares Total
138 150,607,152
No Of Shareholders Grand Total 8722
Number Of Shares 151,600,002
Percentage 100
93
(553069-T)
Analysis Of Shareholdings
OILCORP BERHAD - (553069-T) 30 LARGEST SHAREHOLDERS AS AT 10 MAY 2004

NO 1 2 3 4 SHARESHOLDER SUNNY NG HUAT TIAN PRAMADDUN HOLDINGS SDN BHD ABU HASSAN BIN OMAR HSBC NOMINEES (TEMPATAN) SDN BHD HSBC (M) TRUSTEE BHD FOR OSK-UOB SMALL CAP OPPORTUNITY UNIT TRUST (3548) MAYBAN NOMINEES (TEMPATAN) SDN BHD MAYBAN INVESTMENT MANAGEMENT SDN BHD FOR KUMPULAN WANG SIMPANAN PEKERJA (N14011980810) UNIVERSAL TRUSTEE (MALAYSIA) BERHAD MAYBAN UNIT TRUST FUND MOHAMED HAZALI BIN ABU HASSAN AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD AMANAH SAHAM BANK SIMPANAN NASIONAL EMPLOYEES PROVIDENT FUND BOARD PUA YOW LIANG ANG CHOON HUG RHB NOMINEES (TEMPATAN) SDN BHD RHB ASSET MANAGEMENT SDN BHD FOR KUMPULAN WANG SIMPANAN PEKERJA TEE HENG HOCK HANG CHIN JUAN TENGKU UZIR BIN TENGKU UBAIDILLAH LEE QUAT MIN NRIC/REGISTRATION NO. 621203-01-6259 579264M 400915-10-5103 258854D SHARES 39,515,320 33,944,980 3,835,500 3,737,400 PERCENTAGE 26.0655142 22.3911475 2.5300132 2.4653034
258939H
3,100,000
2.0448549
17540D
2,900,000
1.9129287
7 8
731204-14-5199
2,228,300
1.4698549
434217U EPFACT1991 620902-01-6157 521107-07-5349 259064V
2,063,700 2,007,600 2,000,000 1,911,223 708,800
1.3612797 1.3242744 1.3192612 1.2607012 0.4675462
9 10 11 12
13 14 15 16
581226-01-5095 590219-01-5753 590610-06-5171 610909-08-5375
700,000 677,919 545,000 534,107
0.4617414 0.4471761 0.3594987 0.3523133
94
Analysis of Shareholdings
17 18
GOH CHIN YONG HDM NOMINEES (TEMPATAN) SDN BHD KIM ENG SECURITIES PTE LTD FOR HO WEE LOCK KENANGA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR MOHAMED HAZALI BIN ABU HASSAN CHYE CHIN MOOI RHB NOMINEES (TEMPATAN) SDN BHD RHB ASSET MANAGEMENT SDN BHD FOR KUMPULAN WANG AMANAH PENCEN YEP KONG FAT AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD DANA JOHOR PUBLIC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR HOO KE PING ~ HOO KHI PING (E-KPG/OUG) PEY CHEE HIAN TA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR TEH BENG KHIM TAN HOON MAYBAN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR WONG KWEE FONG (118AQ0111) RHB NOMINEES (TEMPATAN) SDN BHD RHB ASSET MANAGEMENT SDN BHD FOR KUMPULAN WANG SIMPANAN PEKERJA (2) MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR SOO KEE LING (REM 169)
610330-01-5597 41117T
520,000 400,000
0.3430079 0.2638522
OILCORP B ERH A D
(553069-T)
19
16778M
388,800
0.2564644
20 21
630420-06-5078 259064V
383,000 332,400
0.2526385 0.2192612
22 23
551225-01-5723
279,000
0.1840369
434217U
270,000
0.1781003
24
6464T
250,000
0.1649076
25 26
620111-01-5035 268290H
249,306 243,300
0.1644499 0.1604881
27 28
470225-10-5601 258939H
241,000 208,300
0.158971 0.1374011
29
259064V
200,000
0.1319261
30
284597P
200,000
0.1319261
104,574, 955
68.9808401
95
(553069-T)
List Of Group Properties
LIST OF GROUP PROPERTIES AS AT 31 DECEMBER 2003

Land area (sq m) Approximate Age of Net Book Value Buildings as at 31 Dec 2003 (year) RM000
Location
Status
Tenure
Existing Usage
Oil-Line Engineering & Associates Sdn Bhd Lot No. PT 3620 Mukim of Si Rusa, District of Port Dickson Negeri Sembilan Darul Ehsan. Lot No. PT3651 & PT3652 Mukim of Damansara District of Petaling Selangor Darul Ehsan. Freehold N/A 6,051 Single storey clubhouse with swimming pool for rental. 4 2,447
Freehold
N/A
378
Two (2) adjoining units (end and intermediate) of Five-Storey Shop office with lift facilities for own use/rental.
4,224
Oil-Line Fabricators Sdn Bhd Lot No PT 90866 Seksyen 1 Mukim and District of Klang Selangor Darul Ehsan. Leasehold 99 years expiring 2097 229,831 A parcel of Industrial Land with workshop, store and double storey office building in progress N/A 35,264
96
Notice Of Annual General Meeting
OILCORP B ERH A D
(553069-T)
NOTICE IS HEREBY GIVEN that the Third Annual General Meeting of the Company will be held at Rebana 1, Level 1, Grand Bluewave Hotel, Persiaran Perbandaran, Seksyen 14, 40000 Shah Alam, Selangor on Tuesday, 23 June 2004 at 10.00 a.m. for the following purposes :
AGENDA
1. To receive and consider the Audited Financial Statements for the year ended 31 December 2003 together with the Reports of the Directors and Auditors thereon. Resolution 1 To approve Directors' fees for the year ended 31 December 2003. Resolution 2
2. 3.
To re-elect Mr Cho Nam Sang who retires in accordance with Article 103 of the Company's Articles of Association and being eligible, offers himself for re-election. Resolution 3 To elect the following Directors retiring in accordance with Article 109 of the Articles of Association of the Company :Dato' Seri (Dr) Haji Abu Hassan bin Haji Omar Mr Sunny Ng Huat Tian Mr Pua Yow Liang En Mohamed Hazali bin Dato' Seri (Dr) Haji Abu Hassan Ir Ang Choon Hug Mr Ng Huat Chai Mr Francis Ng Resolution 4 Resolution 5 Resolution 6 Resolution 7 Resolution 8 Resolution 9 Resolution 10
4.
5.
To re-appoint Messrs Monteiro & Heng as Auditors of the Company and to authorize the Directors to fix their remuneration. Resolution 11 To consider and, if thought fit, to pass the following Ordinary Resolutions as special business :Proposed Resolution Pursuant to Section 132D of the Companies Act, 1965 "THAT pursuant to Section 132D of the Companies Act, 1965, the Articles of Association of the Company, the Listing Requirements of the Bursa Malaysia Securities Berhad (BMSB) and approvals of the relevant authorities, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from the BMSB for the listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting (AGM) of the Company." Resolution 12
6.
7.
To transact any business of which due notice shall have been given.
By Order of the Board, LAN CHAT MAN MARGARET PELLY YIP SIEW CHENG Company Secretaries Dated 1 June 2004 Petaling Jaya
97
(553069-T)
Notice Of Annual General Meeting
NOTES : 1. 2. 3. 4. A member of the Company entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend and vote instead of in person and such proxy need not be a member of the Company. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportions of his/her holding to be represented by the proxy. The instrument appointing a proxy or proxies, in the case of an individual shall be signed by the appointer or his/her attorney, and in the case of a corporation, either under seal or under the hand of an attorney duly authorised. The instrument appointing a proxy or proxies, to be valid, shall be deposited at the registered office of the Company at No. 22, Jalan SS6/6, Kelana Jaya, 47301 Petaling Jaya, Selangor not later than 48 hours before the time set for the meeting.
EXPLANATORY NOTES ON SPECIAL BUSINESS The Ordinary Resolution proposed under item (6), if passed, will give the Directors of the Company, from the date of the above Annual General Meeting, authority to issue and allot ordinary shares from the unissued capital of the Company being for such purposes as the Directors consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in General Meeting, expire at the next Annual General Meeting.
98
Statement Accompanying Notice Of Annual General Meeting Of The Company

(Pursuant to paragraph 8.28 (2) of the Listing Requirements of Bursa Malaysia Securities Berhad) Details of Directors stading for re-election at the Annual General Meeting Name Mr Cho Nam Sang Y. Bhg Dato Seri (Dr) Haji Abu Hassan bin Haji Omar 63 Malaysian Honourary Doctorate of Science degree from University of Hull, UK Non-Independent Non-Executive Chairman 12 May 2003
(553069-T)
Age Nationality Qualification
42 Malaysian Bachelor of Economics degree from University of Malaya Independent Non-Executive Director 12 July 2001
OILCORP B ERH A D
Position on the Board
Date first appointed to the Board Membership of Board Committees
Audit Committee Remuneration Committee Nomination Committee As enumerated in the Profile of Directors on page 20 of this Annual Report Company Director Nil
Nil
Working Experience
As enumerated in the Profile of Directors on page 16 of this Annual Report Company Director Nil
Occupation Any other directorships of public companies Securities holdings in the Company and its subsidiaries
(as at 31 December 2003)
Nil
3,835,500
Family relationship with any Director and/or major shareholder of the Company List of convictions for offences within the past 10 years other than traffic offences, if any Number of Board Meetings attended in the financial year
Nil
Father of En Mohamed Hazali bin Dato Seri (Dr) Haji Abu Hassan
Nil
Nil
2 out of 2 meetings
2 out of 2 meetings
99
(553069-T)

(Pursuant to paragraph 8.28 (2) of the Listing Requirements of Bursa Malaysia Securities Berhad) Details of Directors stading for re-election at the Annual General Meeting Name Age Nationality Qualification Mr Sunny Ng Huat Tian 42 Malaysian Diploma in Mechanical Engineering Institute of Further Technical Education, Malaysia Non-Independent Group Managing Director 12 May 2003 Mr Pua Yow Liang 42 Malaysian Bachelor of Housing, Building and Planning, University Sains Malaysia Non-Independent Executive Director 12 May 2003
Date first appointed to the Board Membership of Board Committees Working Experience
Audit Committee Remuneration Committee As enumerated in the Profile Directors on page 17 of this Annual Report Company Director Nil
Remuneration Committee
As enumerated in the Profile Directors on page 18 of this Annual Report Company Director Nil
39,515,320
2,000,000
Brother of Mr Ng Huat Chai
Nil
Nil
Nil
2 out of 2 meetings
2 out of 2 meetings
100

(Pursuant to paragraph 8.28 (2) of the Listing Requirements of Bursa Malaysia Securities Berhad) Details of Directors stading for re-election at the Annual General Meeting Name En. Mohamed Hazali bin Dato Seri (Dr) Haji Abu Hassan 31 Malaysian Master Degree in Engineering (Honours) University of Hull, UK Ir. Ang Choon Hug
(553069-T)
Age Nationality Qualification
52 Malaysian Bachelor of Chemical Engineering (Honours) from University of Glamorgan, UK Non-Independent Executive Director 12 May 2003
OILCORP B ERH A D
Non-Independent Executive Director 12 May 2003
Date first appointed to the Board Membership of Board Committees Working Experience
Nil
Nil
As enumerated in the profile of Director on page 19 of this Annual Report Company Director Nil
As enumerated in the Profile of Director on page 18 of this Annual Report Company Director Nil
3,649,800
1,911,233
Son of Y. Bgh Dato Seri (Dr) Haji Abu Hassan bin Haji Omar
Nil
Nil
Nil
2 out of 2 meetings
2 out of 2 meetings
101
(553069-T)

(Pursuant to paragraph 8.28 (2) of the Listing Requirements of Bursa Malaysia Securities Berhad) Details of Directors stading for re-election at the Annual General Meeting Name Age Nationality Qualification Mr Ng Huat Chai 33 Malaysian Bachelor of Mechanical Engineering (Honours.) degree from University of Oxford Brookes, United Kingdom Non-Independent Executive Director 12 May 2003 Mr Francis Ng 42 Malaysian Professional degree from Institute of Chartered Secretaries & Administrators United Kingdom Independent Non-Executive Director 12 May 2003
Date first appointed to the Board Membership of Board Committees
Nil
Audit Committee Remuneration Committee Nomination Committee As enumerated in the Profile of Directors on page 21 of this Annual Report Company Director Nil
Working Experience
As enumerated in the Profile of Directors on page 19 of this Annual Report Company Director Nil
Nil
Nil
Brother of Mr Sunny Ng Huat Tian
Nil
Nil
Nil
2 out of 2 meetings
2 out of 2 meetings
Proxy Form
OILCORP BERHAD
( 553069- T )
(Incorporated in Malaysia)
I/We (Block Letters) of
being member/members of OILCORP BERHAD hereby appoint of or failing him/her, of
as my/our proxy to vote for me/us and on my/our behalf at the Third Annual General Meeting of the Company to be held on Wednesday, 23 June 2004 at 10.00 a.m. and any adjournment thereon for/against the resolution(s) to be proposed thereat.
No. 1.
Ordinary Resolution Receive and Consider Accounts and Report
For
Against
Resolution 1
2.
Approval of Directors' Fees
Resolution 2
3.
Re-election of Director : Mr Cho Nam Sang Election of Director : Dato' Seri (Dr) Haji Abu Hassan bin Haji Omar Election of Director : Mr Sunny Ng Huat Tian Election of Director : Mr Pua Yow Liang Election of Director : En Mohamed Hazali bin Dato' Seri (Dr) Haji Abu Hassan Election of Director : Ir Ang Choon Hug Election of Director : Mr Ng Huat Chai
Resolution 3
4.
Resolution 4
5.
Resolution 5
6.
Resolution 6
7.
Resolution 7
8.
Resolution 8
9.
Resolution 9
10. Election of Director : Mr Francis Ng 11. Re-appointment of Auditors : Messrs Monteiro & Heng 12. Approval for Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965
Resolution 10
Resolution 11
Resolution 12
Please indicate with an "X" in the appropriate boxes on how you wish your vote to be cast on the Resolutions specified in the Notice of Meeting. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit.
Number of shares
Date
Signature
Notes: 1. A proxy may but need not be a member of the Company and the provisions of Section 149(1) (b) of the Act shall not apply to the Company. 2. To be valid, this form, duly completed must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting. 3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. 4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he or she specifies the proportions of his or her holdings to be represented by each proxy. 5. If the appointer is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorized.

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40

A nnua l Report 2003

DIRECTORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2003

RESERVES AND PROVISIONS

BAD AND DOUBTFUL DEBTS

CONTINGENT AND OTHER LIABILITIES

ITEMS OF AN UNUSUAL NATURE

ISSUE OF SHARES AND DEBENTURES

On behalf of the Board,

........................................................................ NG HUAT TIAN Director

........................................................................ PUA YOW LIANG Director

Kuala Lumpur Date: 28 April 2004

BALANCE SHEETS AS AT 31 DECEMBER 2003

43,437,260 14,177,394 104,900 63,545,935

BALANCE SHEETS AS AT 31 DECEMBER 2003 (Continued)

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

INCOME STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003

Cost of sales GROSS PROFIT

1,200,436 (5,269,468) 20,939,853 (602,715) 20,337,138

(230,980) 119,020 119,020

(4,412) (4,412) (4,412)

Taxation PROFIT/(LOSS) AFTER TAXATION

Minority interests PROFIT/(LOSS) AFTER TAXATION AND MINORITY INTERESTS

Pre-acquisition profit NET PROFIT/(LOSS) FROM ORDINARY ACTIVITIES

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

Statements Of Changes In Equity

STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2003

Balance at 1 January 2003

Issued during the year

- 151,600,000 - (37,978,350) 12,350,849 12,350,849

Balance at 31 December 2003

Balance at 1 January 2002

- 151,600,000 - (37,978,350) 32,020 32,020

Balance at 31 December 2003

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

Cash Flow Statements

CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003

- recognised for the year - pre-acquisition profit

(8,396,077) 1,324,245 (7,071,832)

4,063 23,725 9,363,511

Cash Flow Statements

(791,864) 1,210,680 (3,741,244) 8,104,955

Cash Flow Statements

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 2 2 2

CASH AND CASH EQUIVALENTS AT END OF THE YEAR (15,013,885) 970 2

Cash Flow Statements

** SUMMARY OF EFFECTS ON ACQUISITION OF SUBSIDIARY COMPANIES

63,545,935 115,000,000 (115,000,000) 14,963,770

Net cash outflow from acquisition of subsidiary company

Cash Flow Statements

Revenue Cost of sales Gross profit

87,479,429 (70,866,621) 16,612,808

32,417,166 (24,021,089) 8,396,077

Other operating income Administrative expenses Operating Profit

1,193,036 (4,564,041) 13,241,803

7,400 (824,447) 7,579,030

Finance costs Profit before taxation

(3,592,674) 9,267,939 424,255 9,692,194

(1,991,540) 5,365,965 5,365,965

Pre-acquisition profit Net profit for the year

Cash Flow Statements

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

Notes To The Financial Statements