1.1.2014 - ACRA



ABC LIMITED & ITS SUBSIDIARIESCo Reg No. 199956789A(Incorporated in the Republic of Singapore)FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 ABC LIMITED & ITS SUBSIDIARIESDIRECTORS’ REPORTFor the financial year ended 31 December 2014The Directors present their report together with the audited consolidated financial statements of the Group and balance sheet and statement of changes in equity of the Company for the financial year ended 31 December 2014.1.DIRECTORSThe Directors of the Company in office at the date of this report are:Jacob Tan (Chairman)Emily Lee (Deputy Chairman)Michael Goh (Chief Executive Officer)Joshua Lim2.AUDIT COMMITTEEThe Audit Committee of the Board of Directors comprises five independent Directors. Members of the Committee are:Lim Daniel (Chairman)Tony TanEmma HoAlvin YeoDanny Lin The Audit Committee recommended to the Board of Directors the re-appointment of ABC LLP as external auditors of the Company at the forthcoming Annual General Meeting.3.DIRECTORS' INTEREST IN SHARES AND DEBENTURESAccording to the Register of Directors' shareholdings kept by the Company for the purpose of Section 164 of the Companies Act, none of the Directors holding office at the end of the financial year had any interest in the shares and debentures of the Company and related corporations, except as follows:Holdings At1.1.201431.12.201421.1.2014 ABC Limited(Ordinary shares)Jacob Tan20,00033,00033,000Emily Lee9,00043,20043,200Michael Goh2,321,6663,114,8323,114,832Joshua Lim200,000220,000220,000ABC LIMITED & ITS SUBSIDIARIESDIRECTORS’ REPORTFor the financial year ended 31 December 20144.AUDITORSThe auditors, ABC LLP, have expressed their willingness to accept re-appointment.On behalf of the BoardJACOB TANEMILY LEEChief Executive OfficerSenior Executive DirectorSingapore, 2 February 2015ABC LIMITED & ITS SUBSIDIARIESSTATEMENT BY DIRECTORSFor the financial year ended 31 December 2014We, JACOB TAN and EMILY LEE being two Directors of ABC Limited, do hereby state that in the opinion of the Directors, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are drawn up 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 2014, and of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.On behalf of the BoardJACOB TANEMILY LEEChief Executive OfficerSenior Executive DirectorSingapore, 2 February 2015ABC LIMITED & ITS SUBSIDIARIESINDEPENDENT AUDITORS’ REPORT to the Members of ABC LimitedFor the financial year ended 31 December 2014Report on the Financial StatementsWe have audited the accompanying financial statements of ABC Limited (“Company”) and its subsidiaries (“Group”) which comprise the balance sheets of the Group and the Company as at 31 December 2014, the profit and loss account, statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group and the statement of changes in equity of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes.Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards and for devising and maintaining a system of internal accounting controls sufficient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.ABC LIMITED & ITS SUBSIDIARIESINDEPENDENT AUDITORS’ REPORT to the Members of ABC LimitedFor the financial year ended 31 December 2014OpinionIn our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2014 and of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the year ended on that date.Report on Other Legal and Regulatory RequirementsIn our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.ABC LLPPublic Accountants and Certified Public AccountantsSingaporeOlivia TanPartnerAppointed on 21 April 20142 February 2015ABC LIMITED & ITS SUBSIDIARIESBALANCE SHEETSAs at 31 December 2014GroupCompanyNote31December2014$’00031December2013$’00031December 2014$’00031December 2013$’000Share capital31,016,112906,4091,016,112906,409Reserves46,374,2705,508,9754,193,4523,783,517Share capital & reserves7,390,3826,415,3845,209,5644,689,926Non-controlling interests3,800,6742,866,384--Capital employed11,191,0569,281,7685,209,5644,689,926Represented by:Fixed assets52,715,5172,243,1504,0805,120Investment properties64,610,1073,207,539--Subsidiaries7--3,928,1603,580,409Associated companies84,232,0473,586,904-55Investments9310,759299,896--Long term assets10267,06028,646339360Intangibles1198,573107,676--12,234,0639,473,8113,932,5793,585,944Current assetsStocks & work-in-progress in excess of related billings126,218,9453,940,126--Amounts due from: - subsidiaries13--2,204,8131,732,273 - associated companies13403,775305,1621,4832,575Debtors142,027,9331,958,99378,16482,416Short term investments15577,400536,872--Bank balances, deposits & cash163,020,4544,245,9901,621207,07312,248,50710,987,1432,286,0812,024,337Current liabilitiesCreditors175,323,2674,342,963234,396138,435Billings on work-in-progress in excess of related costs121,863,8811,638,193--Provisions1877,67483,586--Amounts due to: - subsidiaries13--229,852241,792 - associated companies1363,918180,609--Term loans19808,475391,76417,6689,047Taxation27478,911455,07922,24426,147Bank overdrafts20-736--8,616,1267,092,930504,160415,421Net current assets3,632,3813,894,2131,781,9211,608,916Non-current liabilitiesTerm loans194,068,6963,675,968500,000500,000Deferred taxation21606,692410,2884,9364,9344,675,3884,086,256504,936504,934Net assets11,191,0569,281,7685,209,5644,689,926See accompanying notes to the financial statements.ABC LIMITED & ITS SUBSIDIARIESCONSOLIDATED PROFIT AND LOSS ACCOUNTFor the financial year ended 31 December 2014Note2014$’0002013$’000Revenue2210,082,467 9,139,608Materials and subcontract costs(6,273,001)(5,767,767)Staff costs23(1,432,889)(1,367,077)Depreciation and amortisation(208,571)(188,633)Other operating expenses(270,699)(259,820)Operating profit241,897,3071,556,311Investment income2524,5897,946Interest income25113,982111,350Interest expenses25(98,230)(64,701)Share of results of associated companies8239,772278,211Profit before tax and exceptional items2,177,4201,889,117Exceptional items261,135,282661,101Profit before taxation3,312,7022,550,218Taxation27(640,506)(560,060)Profit for the year2,672,1961,990,158Attributable to:Shareholders of the Company1,840,5121,511,064Non-controlling interests831,684479,0942,672,1961,990,158Earnings per ordinary share28 - basic103.5 cts85.9 cts - diluted102.4 cts85.3 ctsGross dividend per ordinary share29 Interim dividend paid17.0 cts14.5 cts Final dividend proposed26.0 cts23.7 ctsTotal distribution43.0 cts38.2 ctsSee accompanying notes to the financial statements.ABC LIMITED & ITS SUBSIDIARIESCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 20142014$’0002013$’000Profit for the year2,672,1961,990,158Available-for-sale assets- Fair value changes arising during the year(146,669)130,996- Realised & transferred to profit and loss account(18,906)1,663Cash flow hedges- Fair value changes arising during the year, net of tax(116,932)(1,247)- Realised & transferred to profit and loss account10,725(47,508)Foreign exchange translation- Exchange difference arising during the year15,617(100,559)- Realised & transferred to profit and loss account(4,077)10,013Share of other comprehensive (expense)/income of associated companies(13,880)3,133Other comprehensive (expense)/income for the year, net of tax(274,122)(3,509)Total comprehensive income for the year2,398,0741,986,649Attributable to:Shareholders of the Company1,570,2111,547,122Non-controlling interests827,863439,5272,398,0741,986,649See accompanying notes to the financial statements.ABC LIMITED & ITS SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWSFor the financial year ended 31 December 20142014$’0002013$’000OPERATING ACTIVITIESOperating profit1,897,3071,556,311Adjustments: Depreciation and amortisation208,571188,633 Share-based payment expenses51,27438,437 Profit on sale of fixed assets and investment properties(26,959)(4,949) Impairment of assets-10,715Operational cash flow before changes in working capital2,130,1931,789,147Working capital changes: Stocks & work-in-progress(1,856,459)(594,375) Debtors(314,907)(292,304) Creditors563,681(65,033) Investments(217,518)(71,646) Intangibles(10,199)(5,256) Advances to associated companies(223,772)928 Translation of foreign subsidiaries9,414(73,660)80,433687,801Interest received119,032112,888Interest paid(98,118)(57,223)Income taxes paid, net of refunds received(343,424)(293,226)Net cash (used in)/from operating activities(242,077)450,240INVESTING ACTIVITIESAcquisition of subsidiary and business-(49,184)Advance payment for acquisition of a subsidiary (207,930)-Acquisition and further investment in associated companies(477,340)(343,788)Acquisition of fixed assets and investment properties(875,773)(873,073)Proceeds from disposal of interest in a subsidiary-16,281Disposal of subsidiaries(153)-Return of capital and disposal of associated companies53,970303,165Proceeds from disposal of fixed assets and investment properties73,93658,430Dividend received from investments and associated companies175,516245,119Net cash used in investing activities(1,257,774)(643,050)FINANCING ACTIVITIESProceeds from share issues99,28173,501Proceeds from non-controlling shareholders of subsidiaries245,2755,091Proceeds from disposal of interest in a subsidiary24,991-Proceeds from term loans1,231,5673,221,224Repayment of term loans(422,128)(921,644)Acquisition of additional shares in subsidiaries(22,211)(117,464)Dividend paid to shareholders of the Company(723,857)(627,183)Dividend paid to non-controlling shareholders of subsidiaries(157,867)(129,580)Net cash from financing activities275,0511,503,945Net (decrease)/increase in cash and cash equivalents(1,224,800)1,311,135Cash and cash equivalents as at 1 January4,245,2542,934,119Cash and cash equivalents as at 31 December3,020,4544,245,254See accompanying notes to the financial statements.ABC LIMITED & ITS SUBSIDIARIESNOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 31 December 2014These notes form an integral part of and should be read in conjunction with the accompanying financial statements.1.GENERALThe Company is incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited. The address of its principal place of business and registered office is 1 Broadway Avenue #01-01, Singapore 123456.The Company's principal activity is that of an investment holding and management company.There has been no significant change in the nature of these principal activities during the financial year.The financial statements of the Group for the financial year ended 31 December 2014 and the balance sheet and statement of changes in equity of the Company at 31 December 2014 were authorised for issue in accordance with a resolution of the Board of Directors on 2 February 2015.2.SIGNIFICANT ACCOUNTING POLICIES(a)Basis of PreparationThe financial statements have been prepared in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.ABC LIMITED & ITS SUBSIDIARIESNOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 31 December 20145.PROPERTY, PLANT AND EQUIPMENTGroupFreeholdLand &Buildings$’000LeaseholdLand &Buildings$’000Motor Vehicles$’000Plant,Machinery&Equipment$’000CapitalWork-in-Progress$’000Total$’0002014CostAt 1 January121,5581,353,706320,6421,991,375256,3984,043,679Additions8,50722,8545,16345,193553,566635,283Disposals(1,225)(10,124)(30,127)(34,908)-(76,384)Write-off--(1,202)(1,005)(5)(2,212)Subsidiary disposed-(67)-(1,463)-(1,530)Reclassification- Stocks-13,559---13,559- Investment properties-24,500-64,500-89,000- Other assets976(12,276)(2,460)(698)(15,349)- Other fixed assets categories(26,645)47,559132,01960,882(213,815)-Exchange differences338(5,279)(1,975)(3,964)(706)(11,586)At 31 December102,5421,446,784412,2442,118,150594,7404,674,460AccumulatedDepreciation &Impairment LossesAt 1 January33,757572,107141,7321,052,933-1,800,529Depreciation charge3,61652,05224,472121,855-201,995Impairment loss (Note 26)89116,900---17,791Disposals(636)(4,147)(9,229)(32,313)-(46,325)Write-off--(1,023)(782)-(1,805)Subsidiary disposed-(66)-(1,206)-(1,272)Reclassification- Stocks---248-248- Other assets2567(4,166)(2,031)-(6,105)- Other fixed assets categories-260-(260)--Exchange differences(117)(2,816)(762)(2,418)-(6,113)At 31 December37,536634,357151,0241,136,026-1,958,943Net Book Value65,006812,427261,220982,124594,7402,715,517ABC LIMITED & ITS SUBSIDIARIESNOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 31 December 2014GroupFreeholdLand &Buildings$’000LeaseholdLand &Buildings$’000Motor Vehicles $’000Plant,Machinery&Equipment$’000CapitalWork-in-Progress$’000Total$’0002013CostAt 1 January54,3371,333,783233,0491,855,079278,2323,754,480Additions14730,45448,01752,81799,405230,840Disposals-(2,573)(22,797)(20,062)-(45,432)Write-off(22)(68)-(4,751)(7,442)(12,283)Subsidiary acquired68,3773,76244,03360,517-176,689Subsidiaries disposed---(1,239)-(1,239)Reclassification- Stocks---(946)-(946)- Investment properties(676)--162-(514)- Other assets(92)(7,615)-(30)(945)(8,682)- Other fixed assets categories60616,10021,24771,480(109,433)-Exchange differences(1,119)(20,137)(2,907)(21,652)(3,419)(49,234)At 31 December121,5581,353,706320,6421,991,375256,3984,043,679AccumulatedDepreciation &Impairment LossesAt 1 January18,852522,729125,689930,038-1,597,308Depreciation charge2,31948,38222,760113,254-186,715Impairment loss (Note 26)-10,319-17,453-27,772Disposals-(1,742)(11,532)(16,839)-(30,113)Write-off(22)(470)(3,913)(3,634)-(8,039)Subsidiary acquired13,2542,53910,52226,838-53,153Subsidiaries disposed---(232)-(232)Reclassification- Stocks---178-178- Other assets(26)(1,158)-(89)-(1,273)- Other fixed assets categories-450-(450)--Exchange differences(620)(8,942)(1,794)(13,584)-(24,940)At 31 December33,757572,107141,7321,052,933-1,800,529Net Book Value87,801781,599178,910938,442256,3982,243,150During the financial year, the Group recognised impairment losses of $17,791,000 (2013: $27,772,000) which relates to write-down of non-performing assets in the Property and Investment divisions. ABC LIMITED & ITS SUBSIDIARIESNOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 31 December 2014CompanyFreeholdLand &Buildings$’000Plant,Machinery& Equipment$’000Total$’0002014CostAt 1 January6,5696,86713,436Additions-101101Disposals-(80)(80)At 31 December6,5696,88813,457AccumulatedDepreciationAt 1 January1,7936,5238,316Depreciation charge41209250Impairment loss 891-891Disposals-(80)(80)At 31 December2,7256,6529,377Net Book Value3,8442364,0802013CostAt 1 January6,5697,04613,615Additions-133133Disposals-(312)(312)At 31 December6,5696,86713,436AccumulatedDepreciationAt 1 January1,7526,4338,185Depreciation charge41298339Disposals-(208)(208)At 31 December1,7936,5238,316Net Book Value4,7763445,12014.TRADE AND OTHER RECEIVABLES Group Company2014$’0002013$’0002014$’0002013$’000Trade debtors1,249,4371,053,217--Provision for doubtful debts(39,367)(39,156)--1,210,0701,014,061--Long term receivables due within one year (Note 10)11,3151,431195200Sundry debtors83,15462,598853371Prepaid project cost & prepayments85,62857,275210197Derivative financial instruments (Note 33)96,736106,48876,54181,228Tax recoverable21,65223,189--Goods & Services Tax receivable92,09488,466--Interest receivable14,70119,7513142Deposits paid19,47918,246334378Land tender deposits38,020140,021--Advance land payments115,493241,796--Recoverable accounts42,05741,765--Accrued receivables17,9819,459--Advances to subcontractors103,294116,386--Advances to corporations in which the Group has investment interests249250--Advances to non-controlling shareholders of subsidiaries104,47444,759--846,327971,88078,16482,416Provision for doubtful debts(28,464)(26,948)--817,863944,93278,16482,416Total2,027,9331,958,99378,16482,416Movements in the provision for debtors are as follows:At 1 January66,10464,372--Charge to profit and loss account4,6195,609--Amount written off(2,370)(2,598)--Subsidiary disposed(228)---Exchange differences(294)(1,279)--At 31 December67,83166,104--17.TRADE AND OTHER PAYABLES Group Company2014$’0002013$’0002014$’0002013$’000Trade creditors850,953682,357-38Customers' advances and deposits98,33474,9995757Derivative financial instruments (Note 33)141,42251,72090,66526,950Sundry creditors1,000,570754,0783,40416,905Accrued operating expenses2,720,4612,305,512136,79890,980Advances from non-controlling shareholders361,795337,410--Retention monies132,489119,756--Interest payables17,24317,1313,4723,5055,323,2674,342,963234,396138,435Advances from non-controlling shareholders of certain subsidiaries are unsecured and are repayable on demand. Interest is charged at rates ranging from 0.93% to 12.00% (2013: 1.04% to 6.00%) per annum on interest-bearing loans. ................
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