Vision Statement To be an internationally competitive ICT investment company in the Pacific Mission Statement ‘To enhance shareholder value by pursuing areas that leverage off our core investment in ICT’ Values ATH’s Values are: Integrity Practising good corporate governance and being faithful to our stakeholders. Accountability Helping our stakeholders understand how we make decisions; taking ownership and being answerable and responsible for our actions. Innovation Being at the forefront of product development and offerings. Efficiency Delivering on time, and getting things right the first time. Effectiveness Ensuring that our business is aligned with, and ultimately contributes to, the achivement of our Vision. Goals ATH’s Goals are: • Enhance shareholder value. • Exploit convergence between the information and telecomunication sectors to enter new areas of business. • Acquire existing businesses or create and invest in newly established businesses to achieve growth • Become a company operating internationally and prominent in the Pacific • Adopt international best practices, standards and methods of operation AMALGAMATED TELECOM HOLDINGS LIMITED 2nd Floor, Harbour Front Rodwell Road P.O.Box 11643 Suva Phone: (679) 330 8700 Fax: (679) 330 8044 Website: www.ath.com.fj SUBSIDIARY COMPANIES Telecom Fiji Limited Contents Ganilau House 2 Edward Street Private Mail Bag Chairman’s Report Suva Phone (679) 3304019 Fax (679) 3001765 Website: www.TelecomFiji.com.fj General Manager’s Report Vodafone Fiji Limited 168 Princes Road, Tamavua Private Mail Bag Board Suva Phone (679) 3312000 Fax (679) 3312007 Website: www.vodafone.com.fj Transtel Limited Fifth Floor, Telecom New Wing Building Edward Street Private Mail Bag Suva Phone (679) 3210528, 3210556 Fax (679) 3310153 Website: www.transtel.com.fj 4 Xceed Pasifika Limited Fifth Floor Telecom New Wing Building of Directors Edward Street Private Mail Bag Suva Phone (679) 3216000 Fax (679) 3216098 Corporate Governance Website: www.xceed.com.fj Fiji Directories Limited Third and Fourth Floors, Telecom New Wing Building Edward Street P O Box 16059 Suva Phone (679) 3311000 Fax (679) 3300004 Website: www.yellowpages.com.fj 7 8 9 11 Pacific Emerging Technologies Limited Level 4 Profile General Post Office Building Company Edward Street Suva P O Box U43, USP, Suva (679) 3310025 TelecomPhone Fiji Limited Fax (679) 3310021 13 15 16 18 Fiji International Telecommunications Limited ATH Call Centre Limited Vodafone Fiji Limited Mercury House (ATH InTouch) 158 Victoria Parade Garden City, Raiwai P O Box 59 P O Box 5040 Suva Raiwaqa Fiji Directories Fiji Limited Phone (679) 3312933 Phone (679) 3310333 Fax (679) 3300750 Fax (679) 112244 Vodafone ATHFijiFiji Foundation Internet Services Limited (Connect) Level 4 Ganilau House Private Mail Bag, Suva Phone (679) 3300100 Financial Statements Fax (679) 3306269 Website: www.connect.com.fj Chairman’s Report Last year, our Board decided that 2011-2012 would be our “Year of Consolidation.” This theme was certainly not a retreat from our long-term goal of continued financial growth, but a refocusing on the Group’s core strengths and core businesses. This theme was developed in response to the increasingly competitive marketplace that now exists in Fiji amongst ICT-related companies. This new focus resulted in movements amongst several of our companies towards merging operations, improving customer response times, and reducing administrative overhead. The turbulent global economic situation has – and will continue to have –some effect on both Fiji and ATH In spite of the resilience and optimism that our company nurtures. Despite global trends, Fiji’s GDP achieved modest growth in 2011, primarily due to an increase in tourist arrivals, while other areas of Fiji’s economy have mirrored the reduced growth of other countries. Real per capita incomes in Fiji have declined over the past few years, as has private investment, both of which provide the fuel to power our economy by creating growth. These indicators are further affected by internal economic setbacks, such as the January and March 2012 floods in the Western Division, and external economic forces such as the continuing global economic slowdown and financial uncertainty. In the face of such a forecast, ATH’s decision to engage in the consolidation of its companies has proven to be a prudent move. Our acquisition of 49% shareholding in FINTEL in midMarch 2012, together with ATH’s management rights on the Fiji Government’s 51% meant that ATH gained effective control of FINTEL. The 49% share acquisition from Cable and Wireless Communications brought to conclusion 110 years of CWC participation in Fiji. As an international carrier, FINTEL’s success is an essential cog in ATH’s intention to bring end-to-end service capability to our customers across the ATH group and we look forward to the benefits such integration will bring to our customers and shareholders. Overall growth for the ATH Group was fairly consistent with 2010-2011, with a slight increase in consolidated revenues by $2.3 million. The group recorded EBITDA growth of 15.5% while Net Profit after tax was improved by 87.8%. The upward results are particularly attributed to the profits of FINTEL and reduction in cost of sales. Increases in ATH group expenditures have arisen from significant increases in both fuel and energy costs. Efforts are being made to contain these costs, including some of our actions to consolidate our subsidiaries as well as longer term environmentally friendly solutions that will reduce and improve efficiencies on energy usage. Our cash flow during this past year remained healthy, increasing from $12.10 million in 2011 to $30.05 million in 2012. As a result, the dividends declared to our shareholders remained at 3 cents per share, the same level as 2011, which was a pay-out of $12.665 million. Vodafone Fiji Limited once again achieved net positive growth for the year. Net profit after tax increased by 12% over the previous year while revenue grew by 5.2%. This growth was due primarily to an increase in subscriber numbers and good performances in voice, data and international roaming revenues. Expansion in the 3G network in both Vanua Levu and Viti Levu further set the stage for profitability into the future. This substantial investment in equipment and facilities to facilitate this expansion will achieve 3G coverage to 75% of Fiji’s population. This expansion will provide broadband Internet access widely across Fiji, bringing the benefits of social media, mobile-money, mobile commerce (through M-PAISA), e-learning and the Internet to many new users, especially those in rural and remote areas who previously have not had the opportunity to partake. 2 TFL’s core revenue declined by 10.7% over the year. This was in line with the global trend as fixed line core revenues continued to be a growth challenge for countries throughout the world. It is encouraging however, that broadband – which represents a key element of future business – grew by 6.1% and TFL intends to increase growth in this area. This will be supported by accelerating the rollout of broadband services to new customers. operations. Again, this move will maximise our use of available resources and improve the quality and efficiency of our services. ATH continues its corporate social responsibility and philanthropic efforts through the Vodafone ATH Fiji Foundation. This past year, the Foundation contributed approximately $1.3 million to various community projects. The goal this past year for the ATH Fiji Foundation was to “Mobilise communities and mobilise social change.” This goal made use of Vodafone’s extensive mobile network capability to address some of the most urgent social challenges in Fiji, particularly during times of disaster. Two new “Mobiles for Good” programmes were initiated in 2011. These Our acquisition of 49% were mHealth and Dr SMS, which enabled people to obtain advice shareholding in FINTEL in on various health issues simply mid-March 2012, together through their mobiles phone. This growth initiative will be enhanced by TFL’s direct access to the Southern Cross Cable Network (SCCN), which began in November 2011 and, together with ATH control of FINTEL, will ultimately mean an improved quality experience for our customers. The International Private Lease Circuits (IPLC) and Ethernet Private Line (EPL) services were launched in late 2011 as a direct result of our new access with ATH’s management In the year ahead, ATH will to the SCCN. It is too soon to determine whether these continue to drive broadband rights on the Fiji new services will be a success, business to ensure that we achieve but the services should be Government’s 51% meant sustainable growth through new particularly attractive to streams as current core that ATH has effective revenue organisations that have offices revenues become more and more throughout the world and constrained. Vodafone’s mobile control of FINTEL. need secure and fast data and broadband enhancement and communication links. Direct access to SCCN resulted TFL’s high speed broadband rollout together with in a 28.3% fall in TFL’s direct costs, which should closer end-to-end integration of services with FINTEL continue to improve profitability in the future. to improve our customers’ experience of quality, are all future initiatives along that front. Fiji Directories Limited experienced a very challenging year in 2011-2012. There was a marginal decline of In line with this ATH strategy, the group will continue 0.22% in the overall revenue for the company as a to explore new opportunities in the region to identify result of a downward trend in traditional directory growth potential in a wider market while at the same advertising revenue. This also resulted in an 11% decline time diversifying ATH’s income base. in profits for the company over the previous financial year. This decline was attributed primarily to increases Uncertainty in the global market aside, the ATH Group in expenses related to personnel and other fixed costs. continues to perform above expectations overall in New markets, such as Directories Mobile Search and a volatile and ever-changing local market. The Board Online Advertising, are seen as growth areas for the acknowledges the hard work and astuteness of our future and should help generate additional revenue in management team, which underpins our efforts to the new financial year. achieve growth for our shareholders. Other ATH consolidation efforts included merging Xceed Pasifika with TFL in April 2011. This move reduced overhead and administrative expenses while combining the technical expertise and strengths of Xceed Pasifika with the related service operations of TFL. In the year ahead, the ATH Call Centre will be streamlined by merging it with TFL’s customer service 3 Ajith Kodagoda Chairman Acting General Manager’s Report Every year, there is only one thing certain in the technology-driven world of telecommunications – the continuous and accelerating pace of change. This past financial year has been no exception. Changes in technology, consumer trends, and senior personnel have provided many new challenges for the ATH Group of companies this past year. Financially too, it has been a challenging year. But change can also bring with it new opportunities. On a consolidated basis, revenue for the ATH Group slightly increased from $247 Million to $249 Million and operating costs have increased slightly as well. To counter this, the group will continue to undertake measures to improve efficiency, consolidating parts of our businesses that can harmonise well together, thus bringing down operating costs and taking advantage of potential synergies. ATH’s Consolidated Net Operating Profit After Tax and Minority Interest for the year ended 31 March 2012 was $18.3 million, an increase of $14.2 million as compared to last year’s result. The $14.2 million increase was due to improved performances by major subsidiaries in the Group like Vodafone Fiji and the fair value gain from the acquisition of FINTEL later in the year. Consolidated Net Profit After Tax & Minority Interest $’000 30,000 20,000 10,000 2009 2010 Consolidated Sales Revenue $’000 300,000 250,000 200,000 150,000 100,000 2008 2009 2010 2011 2012 The ATH Group’s total assets were $518.8 million, an increase from $504.0 million last year. The gearing ratio at year’s end was at 24% compared to 30% last year. 40,000 2008 There was a slight increase in consolidated sales revenue by 1%. This increase was largely due to an increase in sales revenue by Vodafone Fiji, ATH Call Centre (for its one year of operation), ATH Limited (with the exception of Telecom Fiji), Fiji Directories and PET. 50,000 50,000 - Positive contributions to the Consolidated Net Operating Profit After Tax and Minority Interests were forthcoming from ATH, Vodafone Fiji, Fiji Directories and FINTEL. The rest of the companies recorded losses, notably Telecom Fiji. 2011 2012 The holding company earned $19.5 million in ordinary dividends during the year, compared to $16.2 million last year. The increase was due to favourable performances by Vodafone Fiji Limited, Fiji Directories and a special dividend from FINTEL. Interest income from the company’s portfolio of fixed income securities was roughly on par with last year. In regards to expenses, 4 there were increases in management fees associated with rights over Government shareholding in FINTEL of $6.2 million, compared with $816,000 for last year. Operating expenses incurred by the holding company increased by 94%. This increase was primarlily due to professional services and related fees in relation to the FINTEL acquisition. However, there were decreases in Directors fees due the vacant positions on the Board and reduced overseas travel. Dividends received by the holding company increased from $16.2 million last year to $19.5 million for the year ended 31 March 2012. The dividend contributions were from VFL, FDL as well as the special dividend from FINTEL. Holding Company Revenue Sources 100% 90% 70% 60% 50% 40% 30% 20% 10% 0% 2008 Dividends 2009 2010 Management Fee 2011 2012 Interest Others The group’s consolidated EBITDA increased from $94 million last year to $108.6 million for the year ended 31 March 2012. This was supported by the increase in operating net cash flows to $78.9 million compared to $76 million for the same period last year. The increase in earnings, cash flows and the acquisition of FINTEL saw an increase in cash and cash equivalents held at year end to $31 million compared to $6.5 million last year . This expansion will enlarge VFL’s 3G coverage and broadband accessibility to an unprecedented 75% of Fiji’s total population. This expansion – coupled with continuing investment in broadband across ATH subsidiaries – means that the group is well on its way to achieving the National Broadband Policy objectives. $’000 140,000 120,000 On the upside, this past year has also presented a new opportunity for TFL with the opening of the International telecommunications gateway through the Southern Cross Cable Network (SCCN). This opportunity has allowed TFL to increase our revenue from international communications services and has reduced our direct costs by 28.3%. With Internet traffic forecasted to grow globally by over 4 times in the next 5 years, this represents a great opportunity for the company. 100,000 80,000 60,000 40,000 20,000 2008 2009 2010 2011 VFL’s growth was broad based across Corporate Businesses. This included small and medium sized businesses that were seeking effective and efficient solutions to facilitate their communication requirements through converged fixed line and mobile solutions for their voice and data needs. The consumer sector also witnessed good growth in line with global trends. This occurred primarily through an increase in the use of smart phones and tablets, which pushed demand for applications, content and data, further driving usage on VFL’s 3G network. As uses of these new technologies continue to grow exponentially in our islands, the proliferation of these devices, and the resultant increase in 3G usage, presents great potential for VFL’s future. TFL again had a very challenging year with further erosion of our fixed line subscribers, resulting in considerable loss of revenue. Globally, this has been the challenge facing all fixed line telecom providers and TFL is no exception to this trend. EBITDA and Net Operating Cash Flow EBITDA To cater for anticipated volume growth and to keep abreast of new developments in communication technology, we again have had to invest approximately $26.95 million this past year in network infrastructure. Most of this investment has been in Vodafone’s evolving 3G network, which saw an expansion of base stations this past year, now bringing the total base stations to 362 throughout the islands of the Fiji group. Vodafone closed the year with another strong performance. VFL achieved a net positive growth in customers, much of which was largely attributable to an increase in data connections. This growth in data connections reflects a new trend in our consumer base, as more and more users turn to their mobiles and tablets for texting, emailing and surfing the Internet. 80% 0 We have emerged from the year still in a strong financial position, but further challenges face us in the near future. 2012 Net Cashflow from Operating activities 5 Overhead costs for TFL increased by 8.7% over the previous year. This was largely due to an increase in statutory personnel costs, fuel, electricity and energy costs. Marketing costs were reduced by 49.1% over the previous year through judicious spending achieved primarily by focusing our marketing efforts on more direct marketing and specific target marketing instead of using national TV, radio and press media. early 2012. In recognition of the growing importance of broadband, ICT and communication infrastructure development as key enablers of broad-based social and economic growth, it was clearly in the Group’s best interests to participate in these forums to help ensure that any policies undertaken by government strike a good balance with the interests of ATH stakeholders. As part of consolidation, the ATH Intouch Call Centre, TFL further addressed its financial challenges by having provided contact centre services to TFL curbing its staff numbers through the recruitment for the past year, will also be integrated into TFL. of only essential positions. This will help sharpen the focus on Many of these recruitments service delivery and improve ATH’s Consolidated support were internal appointments the customer experience for TFL and from existing staff already Net Operating Profit Connect customers, while driving for within TFL. Three executive cost efficiencies. Once these matters management members left After Tax and Minority have been fully addressed, the operation the organisation this past Interest for the year will subsequently explore business year, and all three were filled in opportunities in Fiji and abroad. ended 31 March 2012 acting capacity by existing TFL staff. In a year of consolidation and was $18.3 million, restructuring, ATH’s modest overall an increase of $14.2 financial performance was expected. Integration of operations between TFL and Connect of the efforts undertaken by million as compared to Many assisted both organisations the Group have been taken to position by streamlining operations the organisation for future growth, last year’s result. with a view towards providing by recognising the changes in our end-to-end control of the customer experience and a consumers’ communication habits and purchasing realignment of their organisational structure to support trends. this. This exercise will ultimately result in substantial cost savings, improve efficiency and provide a higher Keeping one eye on the future and another on current quality of experience for our customers. market demand should enable the ATH Group to improve its revenue generation in the very near future. Fiji Directories Limited (FDL) achieved a net profit of over $1 million this past year, primarily from advertising A key element of our future strategy will be a proactive sales. The total income for FDL was $4.1 million which shift of the group’s overall business profile from was a marginal decrease over the previous year. dependency on telecommunication revenue – which will continue to decline due to market maturity – to FDL also achieved success through the introduction of the increasing prevalence of the Internet and new a new service called Directories Mobile Search (DMS). media towards new business opportunities that will be DMS in effect provides the White and Yellow Pages supported over broadband networks. right on the consumers’ mobile phones. With directory searches increasingly moving to the Internet and Additionally, as stated by the Chairman, ATH will new media such as mobile phones and tablets, FDL’s continue to explore new investment opportunities in traditional revenues will face declines in the future, so it the region to increase and diversify its revenue base. was important for the company to develop in this arena to ensure sustainability. The DMS service was provided We applaud the hard work, dedication and teamwork in partnership with Vodafone, further enhancing both that all of ATH’s staff display towards their work. companies’ income. Since its introduction, the number Moving forward together, we should be able to achieve of users has steadily climbed upwards. our company’s strategic goals and put a smile back on the faces of our many shareholders. During this past financial year, the ATH Group made important submissions towards the National Broadband Policy, which was introduced by the Prime Minister in October 2011. Submissions were also presented to the Fiji National ICT Policy and Telecommunications Infrastructure Sharing Regulations that began in Ivan Fong Acting General Manager/Company Secretary 6 Board of Directors Ajith Kodagoda Chairman David Kolitagane Deputy Chairman Taito Waqa Director Umarji Musa Director Tom Ricketts Director Arun Narsey Director Ivan Fong Acting General Manager 7 Corporate Governance In accordance with the Reserve Bank of Fiji’s Corporate Governance Code, ATH provides the following corporate governance statement for the year ending 31 March 2012: Role of the Board The role of the Board is to assume accountability for the success of the company by taking responsibility for its direction and manage in order to meet its objective of enhancing corporate profit and shareholder value.The regular business of the Board, during its meeting, covers business investments and strategic matters, governance and compliance, the General Manager’s report, and the performance of subsidiary companies. Composition of Board The Board comprises seven Non-Executive Directors of which four are Strategic Investor Directors and three are Independent Directors. The Directors in office as at 31 March 2012 are: Name Date of Appointment Ajith Kodagoda Independent Director 16 July 2009 David Kolitagane Independent Director 20 August 2009 Umarji Musa Independent Director 23 August 2010 Taito Waqa Strategic Investor Director 21 August 2008 Arun Narsey Strategic Investor Director 1 September 2010 Tom Ricketts Strategic Investor Director 6 August 2009 As at 31 March 2012 there is a vacant position on the board of directors. The directors are appointed in line with the company’s Memorandum of Association and are elected at the company’s Annual General Meeting. One third retires by rotation each year and are eligible for re-election. The FNPF is excluded from participating in this election process. A total fee of $62,500 was paid to Directors for their service during the year in accordance with the shareholders resolution at the 13th Annual General Meeting. The company also met other expenses mainly for travel and accommodation which were incurred during the course of their duties for ATH. Directors were also covered under a Directors’ and Officers’ Insurance Policy and a Personal Accident Insurance Policy. The Board met seven times during the financial year ended 31 March 2012. Attendance was as follows: Director Number of Meetings Entitled to Attended Number of Meetings Attended Apologies Received Board Sub-Committees The Board has formally constituted three committees, the Corporate Governance Committee, the Audit and Finance Committee and the Human Resources Committee. The Corporate Governance Committee comprises all of the Directors, and is also chaired by the Board Chairman. The Corporate Governance Committee is responsible for ensuring that the Board operates effectively and efficiently and that the company has appropriate employment practices. The Human Resources Committee is responsible for advising the Board on human resources issues which includes the remuneration and conditions of employment of the General Manager and senior management and succession planning. Appointment of a General Manager As at 31 March 2012 the position of ATH General Manager remains vacant with Mr Ivan Fong in an acting position. The appointment of the General Manager is made by the Human Resources Committee and is for a term of three years. Board Secretary The Board is assisted by the Company Secretary, Mr Ivan Fong, who also holds the role of Acting General Manager. Timely and Balanced Disclosure As a listed company, ATH is subject to the rules and regulations for listed companies as set out by the South Pacific Stock Exchange and Reserve Bank of Fiji. This includes market announcements of material information, six monthly unaudited financials, audited financials and annual report. Ethical and Responsible Decision Making The Company has a code of conduct which is relayed to the Directors upon appointment to the Board. ATH believes that all Directors and executives uphold the code of conduct and ethical standards of the company. Register of Interests A register of interests is maintained by the company in line with the code of conduct. Rights of Shareholders In line with South Pacific Stock Exchange’s requirements, the company issues market announcements of material information, six monthly unaudited financials, audited financials and annual report. The same information is posted on SPSE and ATH websites. All shareholders are invited to the AGM and are given an opportunity to communicate directly with the Board of Directors. Accountability and Audit Ajith Kodagoda 7 6 1 David Kolitagane 7 4 3 ATH is audited annually by an independent external auditor. The company also has an Audit and Finance Committee which provides oversight of the company’s internal controls and operations, verifying and safeguarding the integrity of the company’s financial reporting. Taito Waqa 7 2 5 Risk Management Arun Narsey 7 7 0 The Directors of the company are always mindful of potential risks that may arise in the course of its business. While the company does not have a separate Risk Management Committee it has contingencies to address this as the need arises. Tom Ricketts 7 6 1 Umarji Musa 7 7 0 8 Company Profile Establishment and Ownership Group Structure Amalgamated Telecom Holdings Limited (“ATH”) was incorporated as a public company on 10 March 1998, as a vehicle through which the Fiji Government’s investments in the telecommunications sector were consolidated for the purpose of privatisation under its public sector reform programme. Telecom Fiji Limited is a 100% owned subsidiary of ATH, and operates Fiji’s only Public Service Telephone Network (PSTN). ATH commenced operations on 16 December 1998, following the sale of a 49% strategic stake in the company to the Fiji National Provident Fund (“FNPF”) as part of a tender in which a number of international parties participated. The FNPF subsequently consolidated its control of ATH in September 1999 after it acquired a further 2% of the issued shares in accordance with contractual obligations. Government’s shareholding as a result, was reduced to 49%. Fiji’s telephone directory is published by Fiji Directories Limited, a joint venture between ATH (90%), and Edward H O Brien (Fiji) Limited (10%). Vodafone Fiji Limited is the country’s leading provider of mobile telephony service, using the Global System for Mobile (GSM) standard and mobile phone money transfer service. It is a joint venture between ATH (51%) and Vodafone International Holdings BV (49%). Internet Services Fiji Limited which trades under “Connect” brand name was a 100% subsidiary of Telecom Fiji Limited, and has been reabsorbed back into Telecom Fiji Limited. In February 2002, Government sold a further 9.7% of its shares through a Private Placement with institutional investors, including the FNPF, which acquired further An additional 4.7% of shares. An additional 4.7% of Government’s shares were sold Government’s shares in a Public Offer a month later. were sold in a Public Government is currently ATH’s second largest shareholder with Offer a month later. 34.6% interest, while the FNPF Government is currently is the largest shareholder with 58.2%. ATH’s second largest The Company shareholder with 34.6% interest, while the FNPF is the largest shareholder with 58.2%. ATH is Fiji’s principal telecommunications holding company, through its investments and provision of direct services in a broad range of telecommunications and related services. The principal activities of the ATH Group include: • Provision of voice, Internet and data related services; • Provision of business communications solutions; • Provision of ICT and surveillance products; • Provision of Transaction management and prepaid services; • Provision of directory information services; • Provision of Business Processing Outsourcing (BPO), including call centre services; • Provision of international telecommunications facilities; In addition, ATH has rights to manage Government’s 51% shareholding in Fiji International Telecommunications Limited (“FINTEL”), Fiji’s current sole provider of international telecommunication services. On March 15 2012, ATH acquired 49% of FINTEL from Cable and Wireless Communications Limited for a sum of $18.6million. 9 Transtel Limited is a 100% subsidiary of Telecom Fiji Limited, and its principal activities are the marketing and selling of prepaid transaction cards. Xceed Pasifika Limited is a 100% subsidiary of Telecom Fiji Limited, and sells customer premises equipment like telephone handsets, PABXs, customer premises cabling, computers, and surveillance equipment. ATH Technology Park Limited is a 100% subsidiary of ATH, and was established as the vehicle through which the proposed ATH Technology Park at Vatuwaqa could be developed, owned and operated. ATH Call Centre Limited which trades under the “ATH In Touch” brand name is a 100% subsidiary of ATH. Pacific Emerging Technologies Limited is a joint venture between ATH (51%) and Pacific Electronic Commerce Pty Limited (49%), and provides electronic payments service through its Payecomm system. Fiji International Telecommunications Limited is a joint venture between the Fiji Government (51%) and ATH (49%) (previously held by Cable & Wireless Communications plc (UK)), provides and operates international telecommunication facilities into and out of Fiji. Strategic Positioning ATH is dedicated to becoming an internationally competitive ICT company in the Pacific. Its mission is to enhance shareholder value by pursuing businesses that leverage off its core investment in ICT. ATH’s values are integrity, accountability, innovation, efficiency and effectiveness. Business Risks The ATH Group’s future prospects however is subject to the following risks: Implementation of telecommunications policy that increases uncertainty or limit’s the opportunity of operators to earn commensurate returns, therefore hindering innovation and investment Low economic growth due to continuing weak macro-economic conditions, limiting potential for growth in business. Weak foreign currency exchange rates resulting high costs as telecommunications equipment and support fees, a large portion of costs are denominated in foreign currency. Rapid technological changes could render current technology obsolete sooner than expected. The cost of replacing equipment could be substantial, while new entrants could have the advantage of entering the market with a lower cost structure, and more advanced technology. Lack of skilled personnel due to competancy gaps in the labour market, local and international mobility of the workforce and migration overseas could disrupt operations, and cause significant increase in labour costs. As telecommunications is increasingly an international business as network effects mean that there is increasing benefit to extend services beyond national boundaries to reap the benefits of scale and scope. Restrictions or unfavourable conditions on foreign investments by Fiji domiciled companies could affect implementation of ATH’s growth path in the region through its Pacific Strategy. 10 Board of Directors Chairman: Directors: Acting CEO: Company Secretary: Mr Tom Ricketts Mr Sashi Singh Mr Tevita Kuruvakadua Mr Daryl Tarte Mr Umarji Musa Mr Ivan Fong Mr Samuela Vadei Overview Fixed line operators worldwide have been experiencing declines in voice revenues as wireless technologies increasingly become the preferred mode of communication. Unfortunately Telecom Fiji has not been immune to this global trend. It has been another challenging year for TFL with the continuous challenges brought about by competition and the declining number of fixed-line subscribers and revenues. However, TFL strives to look at new opportunities and maintain and possibly increase its subscriber base and guard its revenue. The opening of the international telecommunications gateway through the Southern Cross Cable Network (SCCN) to Australia and the US in November 2011 has presented TFL with opportunities to enhance its data services and revenue. There is also a new scope for launching non-traditional communication services in the future. TFL’s core revenue decreased by 10.7% mainly due to reduction in local call charges and decline in subscriber numbers. Direct costs fell by 28.3% which was mostly attributed to drop in inter-connect rates and as a result of access to SCCN in the latter part of the financial year. Voice revenues decreased by 22.3% predominantly due to decline in post-paid services. However, TFL via its marketing initiatives has managed to stabilise the decline subscriber numbers. Data and internet revenues increased by 6.1%. This was mainly attributed to innovative initiatives and the continued rollout of new products and services. The data revenue stream is a significant driver of revenue and profits and efforts are being made to promote this to customers to boost revenue. 11 TFL foresees great opportunities in these areas and as such would be putting extra focus towards broadband and data in the upcoming year. Overall overhead costs increased by 8.7% year on year. This increase is mainly attributed to the following areas: - Personnel cost increased by 3.4%. This was due to the FNPF compliance which required TFL to pay for all costs including staff benefits and allowances. At present TFL is aiming to curb its staff numbers and only recruit essential positions. - Marketing costs declined by 49.1%. This was due to enhanced, targeted, and direct marketing efforts by the team with more focus on roadshows and events. - Operating expenses increased by 19.8%. This increase is attributed to significant increases in fuel and electricity costs which are beyond TFL’s control. Marketing The financial year showed more focus on target marketing - the formation of Business and Retail SBUs ensured more focus on segments with planned marketing activities/initiatives and customer-centric campaigns. The aim has been to deliver more compelling value propositions to the market. Efforts were placed on improving customer service, service continuity, and more products placed in TFL shops to meet satisfaction/demands. Connect also continued to launch packages to tap into other markets - students with scholar packages, and more recent high speed Velocity package. TFL maintained its support of important social-business partnerships with sponsoring of the Investment Fiji Prime Ministers Exporter of the Year Awards, and the Melanesian Spearhead Group Leaders Forum in Suva. The company continued to sponsor the Tadra Kahani Schools Dance Competition in an effort to support youth development. It was also a silver sponsor of Suva’s Hibiscus Festival, a supporter of the Careers Expo, and host to the “Safe Kids Corner” at the Fiji Showcase. Continued support of education and leadership development was shown through TFL’s sponsorship of the High Achiever Awards at both tertiary and secondary schools levels, in addition to support for Open Day’s at various tertiary institutions including the University of the South Pacific and the Fiji National University. New Products Network Rollout The new products rolled out by TFL were mainly targeted towards leveraging off the direct access to SCCN capacity. TFL acquired capacity to US mainland and Sydney, Australia. Both routes are active and provide full redundancy to high-end, high-demand corporate customers. TFL has released International Private Lease Circuits (IPLC) and Ethernet Private Line (EPL) services. The IPLC service is a private Point-to-Point circuit that can be used by organizations to communicate between their offices that are geographically dispersed throughout the world. TFL’s IPLC service can be used for the exchange of business data, video conferencing, and any other form of telecommunication. Human Resources TFL continues to focus on enhancing its human resources. The current financial year saw the exit of three executive management members – General Manager IT, Chief Financial Officer, and the Chief Executive Officer. These positions have since then been filled in acting capacities through succession planning with TFL. The integration of Connect operations with TFL has provided opportunities for streamlined operations and staffing realignment. I am grateful to the Board of Directors, the Management Team, and to all staff of TFL for their support and perseverance in putting their best efforts toward increasing TFL’s efficiency in the currently challenging business climate. 12 Board of Directors Chairman: Mr Lionel Yee Directors: Mr Isikeli Tikoduadua Mr Robin Yarrow Mr Russel Hewitt Mr Craig Wilson Mr Anthony Zac Summers Kursten Shalfoon (resigned 18 August 2011) Managing Director: Aslam Khan Company Secretary: Pradeep Lal On the network front, Vodafone Fiji kept its competitive advantage in the mobile telecommunications market through a substantial investment in technology. Vodafone continued to expand its 3G network in 2011, taking 3G-coverage to the Northern Division, and for the first time covering a major part of Vanua Levu and Taveuni. Vodafone also rolled-out more 2G and 3G stations in the year, thereby bringing our total number of stations to 362. This increased Vodafone 3G coverage to 75% of Fiji’s population. Mobile Connections 800 700 600 500 400 300 200 100 0 Corporate & Business Markets 2008 2009 2010 2011 In the current competitive market, Vodafone Fiji’s Corporate & Business Markets Division continued to grow as a result of a range of solution-based and innovative products, “value-packed” propositions and an elevated focus on quality customer service. 2012 Revenue $m 200 180 160 140 120 100 80 60 40 20 0 Vodafone Fiji caters for all business segments ranging from small-office-home-office and smallmedium enterprises to Corporate and multi-national organizations. Whilst our core mobile voice and data business continues to grow, the corporate sector is seeking combine fixed and mobile solutions for their voice and data needs, as well as integrated services and productivity tools. 2008 2009 2010 2011 2012 Vodafone Fiji continued its strong performance in the mobile communication industry for the 2012 financial year. The company once again registered a netpositive growth in subscriber numbers, largely driven connections. Active subscribers on the network to date are 631,684. The company also delivered strong financial results with net profit after tax increasing by 12% compared to last year whilst revenues grew by 5.2%. These growths resulted from major areas including voice, data, and roaming. 13 3G Broadband Solutions (High-Speed) Internet FlashNet continues to be a very popular product due to its portability and increased speeds. This, coupled with the increased coverage from the installation of additional 3G Base Stations around Viti Levu, resulted in a significant growth on Data. Blackberry, Smartphones and Tablets Several new models and contractual plans with the added benefit of business and social networking applications were introduced into the market. This increase in smart phones (i.e. iPhones, iPads, Tablet PC’s, and Android smart phones) in the market saw mobile data growth with an increased awareness on Vodafone’s 3G Broadband bundled services for mobile Internet. With social media on the rise, Vodafone is well placed to capitalize on this new growth opportunity in the coming financial year. Consumer Market Prepaid Data The freedom of “pay for what you use” is still the preferred option for the majority of our customers. The successes of prepaid voice propositions have now been replicated with data products. Whilst many attractive promotions continue to be offered for prepaid voice, prepaid data offers new growth opportunities. The company is well placed to capitalize on prepaid data opportunities as customers upgrade from basic handsets to data-enabled handsets and smart phones. Since the last financial year, Vodafone has been able to offer a wide range of new, data-enabled handsets and smart phones at very affordable prices. New prepaid data propositions such as prepaid Blackberry services and campaigns that offer free handset upgrades to include Facebook and Twitter access has also helped with the uptake. Internet Day Pass promotions and the introductions of monthlyprepaid Blackberry, iPhone and Smart Phone plans are making internet access on mobile phones simple, and more affordable. Value Added Services Whilst voice and data remain king in the core mobile communications offering by Vodafone, value added products have increasingly become important to engage with the customers on an ongoing basis. Vodafone continues to offer the market the most innovative and rewarding value-added products and services. It has established a strong relationship with all media partners that utilize it’s Vodafone SMS platform to offer ongoing competitions and promotions that offer instant and ongoing rewards to customers. Vodafone has also engaged with a number of mobile content providers that provide the latest content for mobile phones. This includes news, information and entertainment. These offer our customers a complete mobile communication experience that brings out the individuality and lifestyle of our users in their own unique ways. M-PAiSA It has been two years since the launch of M-PAiSA – Vodafone mobile wallet service and it is increasingly being adopted as a safe, convenient and affordable alternative to financial services. Over the last financial year, a number of new payment options have been added to the M-PAiSA service. These include utility payments such as water, electricity, Council, insurance and loan repayments with various financial institutions such as the Housing Authority of Fiji, Home Finance, Fiji Development Bank and Dominion Finance. The Judicial department is also able to make maintenance payments using the business-to-customer bulk payment option. We hope to add more innovative payment options to the M-PAiSA service in the new financial year. Retail Vodafone retail outlets have gradually transformed from product-based offers to more solution-driven propositions as the consumer preference for mobile communication continues to evolve. Mobile phones with Internet capabilities, smart phones and data products are increasingly the more sought after products. Accordingly, Vodafone retail outlets Fiji-wide have been re-organized to ensure the continued availability of dataenabled hardware such as smart phones, FlashNets, Webbox and other data related accessories such as pocket Wi-Fi, and wireless repeaters. This is backed with expert and trained personnel to deliver an exceptional customer experience. Sponsorships Vodafone Fiji continued to own key events and sporting bodies in the country through corporate sponsorships. The Vodafone Trophy under the FNRL Sponsorship attracted 27 different schools taking part in the Under-15 and Under-18 grades competitions. This is a record number. The company also extended its contract with the Fiji Football Association for the annual Fiji FACT Football tournament. Vodafone signed up an annual partnership with the South Pacific Bowling Carnival and launched the Vodafone Masters and Vodafone Classic golf tournaments. These were held at the Nadi Golf Club and Fiji Golf Club respectively. The popular television talent show, Vodafone MIC, continues to be a showstopper with some outstanding talents coming forward every year. Vodafone also continued to support a number of municipalities around the country with the sponsorship of the following annual charitable festivals. Suva – Hibiscus Festival Nadi – Bula Festival Lautoka - Farmers Carnival Tavua – Gold town Carnival Labasa – Friendly North Festival The Kula Film awards continued to lure aspiring filmmakers. Vodafone also sponsored the Tourism Awards at the Prime Ministers Exporter of the Year Awards. Other events supported through sponsorships included the Fiji Institute of Accountant Congress, CPA Australia-Fiji Congress, Head Teachers & Principals Conferences, Local Government Meets and the Fiji Medical Association conference. In the arts & music, Vodafone supported the Malaga Concerts and this helped to raise the profile of contemporary Pacific cultures. Vodafone also partnered with the two major radio stations to host the biggest New Years Eves Street Party. 14 Fiji Directories Limited Board of Directors Chairman: Mr Aslam Khan Directors: Mr Kim Askew CEO:Vacant DMS The Fiji Directories Limited pursued integrative growth opportunities with its product development strategies in 2011. This saw the introduction of the very popular ‘Directories Mobile Search’. This product essentially puts the telephone directory in mobile phones – conveniently allowing you to access important information while on the move. DMS is a service made possible through partnership with Vodafone Fiji Ltd and it empowers owners of Smart Phones across the country. The product has been an instant hit, with the number of users steadily increasing since its introduction to the market. Financials Fiji Directories Limited recorded a net profit of $1,076,519. A part of this gain was from online advertising sales via the company website, www.yellowpages.com.fj; however, the company also saw a 0.22% decrease in revenue when compared to last year. Of notable mention was the 9.12% increase in income generated by the listing fees of mobile numbers from the previous year. In the financial year, the company recorded an overall income of $4,277,269. in Fiji. “Save A Tree, Recycle Me” is the stewardship message currently being shared in order to encourage sustainable business development and growth practices that would result in the preservation of our resources for future generations. Customers can now return their old directories to the nearest Post Office each year (for recycling) in exchange for new ones. The Fiji Directories Ltd in partnership with Gosal Distributors Ltd will strive to continue with this green initiative in accordance with its aim to play its part in the preservation and sustainability of our natural resources. Net Profit After Tax $’000 3.000 2,500 2,000 1,500 1,000 500 - Online Both of our websites (www.yellowpages.com.fj & www. whitepages.com.fj) offer our advertisers a global reach with packaged listing offers that allow customers access 24/7. This saw an increase in revenue by 22.24% compared to the previous year. Site visits grew steadily throughout the year, increasing their ‘real estate value’ as effective advertising space. Green Initiative Fiji Directories Ltd pioneers a green initiative through strategic alliances with Post Fiji Ltd and Gosal Distributors Ltd – a newly established recycling company 15 2008 2009 2010 2011 2012 2011 2012 Consolidated Sales Revenue $0’000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 - 2008 2009 2010 Board of Directors Chairman: Directors: Foundation Executive/ Secretary: Mr Lionel Yee Mr Ivan Fong Mr Divik Deo Mr Elenoa Biukoto Mr Iliesa Volau Mr Arunesh Vishwa Ms Ambalika Devi Executive Summary Vodafone Red Alert The Vodafone ATH Fiji Foundation is the philanthropic arm of Vodafone Fiji Limited. This financial year, the Foundation focused on addressing social issues through innovation and networking as it sought to achieve its goal of “Mobilizing communities and mobilizing social change”. The objective was to mobilize communities through positive partnerships that resulted in social change, and in turn executing innovative charitable programs that enable everyone to make a World of Difference. Being at the forefront of delivering innovative solutions through technology, the Foundation strongly believes that mobile communication technology can address some of Fiji’s most pressing humanitarian challenges. Tasked with the responsibility to utilize our people and technology in the mobilization of social change, a new direction was envisioned for the Foundation with the aim of improving people’s lives. The Foundation firmly believes in healthy and stable communities not only for our employees, but also for our friends and customers alike. With this in mind, we strive each day and help to assist through innovative programs and partnerships. Since its inception, the Vodafone ATH Fiji Foundation has invested over $9million in Fiji. The Foundation has supported over 370 community projects and is currently partnering with over 300 charitable organizations throughout Fiji to increase its outreach through sustainable partnership. The Foundations “World of Difference” programme is bringing about social change in positive ways. The 2011-2012 Foundation year saw the implementation of Foundation flagship programmes such as Vodafone Red Alert, Mobile for Good, World of Difference, Double Your Dollar, and Hands up Vodafone. A total of approximately $1.3million was invested in the community through the various 2011 activities. The “Vodafone Red Alert” is a disaster response facility. The programme was activated this year to assist the victims of the flash flooding experienced in the Western Division in January, and most recently in March of 2012. Vodafone Fiji Ltd, Vodafone Group Foundation, and the Vodafone New Zealand Foundation bestowed the Foundation with a total of $321,000.00 to assist with our efforts. This enabled the Foundation (along with its customers and charity partners) to carry out rehabilitation and life-support activities that made a real difference in the lives of the many unfortunate victims of the disaster. Vodafone Fiji Limited also donated an additional $100,000.00 to the cause. The Vodafone Red Alert programme saw the delivery of hot meals to evacuation centres, distribution of food rations to affected communities, and the provision of clean and safe drinking water. It also provided educational assistance to school children, and set up emergency Health Camps to provide immediate health relief to flood victims. Under the rehabilitation programme, Life-Rebuilding kits were provided along with seed and seedlings. Outreach programmes were also set up to initiate food sustenance programs for families. The Vodafone Red Alert programme assisted over 10,000 individuals under their employee engagement initiative, Vodafone Fiji employees were directly involved in the distribution operations. Mobile for Good Under the ‘Mobile for Good’ programme, services such As mHealth, mEducation, and Dr. SMS were initiated. By taking advantage of the extensive reach provided through the proliferation of mobile communications devices such as PDA’s and mobile phones, mHealth aims to improve access to health programmes that seek to address basic health problems in Fiji, particularly, noncommunicable diseases (NCD’s) such as ailments of 16 the heart, liver, kidneys, cancer, and mental health; amongst other health and wellness advisory-related programs. The mHealth initiative is working towards a shared vision of preventing lifestyle diseases and is impacting over 30,000 customers on a daily basis by allowing subscribers to access basic health and wellness tips, free of charge. Given the popularity of mHealth, DR. SMS has been launched to allow subscribers to seek tailored professional advice on their personal health and wellness. Through content charity partners, volunteer doctors have been mobilized to support this initiative. The aim of Dr SMS is to reach out to the impoverished and vulnerable individuals who do not have direct access to doctors and medical personnel as a result of personal poverty and remoteness to these important services. World of Difference In 2011, the Foundation engaged 24 candidates with innovative projects attached to twenty communitybased organizations all over Fiji. The World of Difference programme empowered the candidates to execute its principles. The innovative projects which include medical, socio-economic and innovative health care projects, nature conservation, women’s institute and empowerment, St Christopher’s Home project, Virgin Coconut oil Factory, Counseling & Social Service, and other initiated activities is engaging our charity volunteers on a deeper level. It channels their energies into activities that build and strengthen relationships with those communities in which Vodafone operates. Through partnerships forged by this programme, the following was achieved: • $330,000 worth of wheelchairs was accessed via the Wheelchair Foundation in the United States of America. 17 • • 60 World of Difference Community symposiums were conducted in the provinces of Rewa, Tailevu, Nadroga-Navosa, Macuata, Ba, Rakiraki, Cakaudrove, as well as the SuvaNausori corridor. 6 corporate symposiums were conducted; thereby, assisting over 850 employees By aligning itself with the Duke of Edinburgh Awards, the Foundation and the World of Difference charity partners were also able to reach 48 schools; connecting children with agriculture, social services, leadership development and team building. Double Your $ and Hands-up Vodafone The year 2011 also saw an increase in volunteer programmes amongst Vodafone employees who were passionate about a particular cause and volunteered to raise funds that were later doubled by the Foundation. A total of 142 employees donated skills and provided a helping hand with Vodafone Red Alert, Double Your Dollar, Wheelchair Drive, and the Hands-up program. Other Achievements The Foundation has also been able to give another chance at life to 59 children living with severe heart ailments. It also provided water to over 330 communities, prevented blindness in over 20,000 individuals, treated fifteen children from the Hilton Special School by helping them get into the mainstream, and touched the lives of over 60,000 direct beneficiaries. The National Volunteer Centre registered over 2000 unemployed individuals, established 20 community groups, and under-took 125 small-scale community projects. It also executed 189 capacity building or training sessions with an average of 600 youths, and established 16 small-medium enterprise businesses. Financial Contents Directors’ Report 19 22 23 24 25 26 27 28 66 Statement by Directors Independent Audit Report Statement of Comprehensive Income Statement of Changes in Equity Statement of Financial Position Statement of Cash Flows Notes to the Financial Statements South Pacific Stock Exchange - Listing Requirements 18 Directors’ Report For the Year ended 31 March 2012 In accordance with a resolution of the Board of Directors, the directors herewith submit the statement of financial position of Amalgamated Telecom Holdings Limited (the company) and of the group as at 31 March 2012 and the related statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and report as follows: Directors The names of directors in office at the date of this report are: Mr Ajith Kodagoda - Chairman Mr Tom Ricketts Mr David Kolitagane - Deputy Chairman Mr Taito Waqa Mr Arun Narsey Mr Umarji Musa Principal Activities The principal activities of the company during the year were that of investments and provision of management services. The principal activities of the subsidiary entities during the year were providing telecommunication services and telephone equipment, compilation and publishing of the Fiji telephone directory, provision of internet connection and internet related services, operation of a mobile telecommunications network, provision of pre-paid telephony services, provision of mobile phone money transfer service, managing PAYECOMM products, sale of ICT equipment and solutions and development of a technology park including call centres, data warehouse and processing centres. On 15 March 2012, the company acquired 49% shareholding in Fiji International Telecommunications Limited (“FINTEL”), an entity that provides international telecommunication facilities into and out of Fiji. While the company owns 49% in FINTEL, the company also manages the 51% shareholding of the Government of Fiji in FINTEL in accordance with a management agreement. The results of FINTEL have been incorporated in the consolidated financial statements from the date of acquisition. Effective from 1 April 2011, Telecom Fiji Limited acquired from Xceed Pasifika Limited, the existing business of sale and service of office and computer equipment together with business assets and liabilities. Other than the above, there were no significant changes in the nature of these activities during the financial year. Results The net profit after income tax of the company for the year was $23,357,000 after providing for income tax expenses of $1,571,000 (2011: $17,811,000 after providing for income tax expenses of $538,000). The consolidated net profit after income tax attributable to the members of the company for the financial year was $18,362,000 (2011: $4,142,000). Dividends Dividends of $12,665,000 were declared during the year ended 31 March 2012 (2011: $12,665,000). Reserves It is proposed that no amounts be transferred to reserves within the meaning of the Seventh Schedule of the Fiji Companies Act, 1983 (2011: Nil). Bad and Doubtful Debts Prior to the completion of the company’s and group’s financial statements, the directors and management took reasonable steps to ascertain that action has been taken in relation to writing off bad debts and the provision for impairment. In the opinion of the directors and management, adequate provision has been made for doubtful debts. 19 Directors’ Report - continued For the Year ended 31 March 2012 Bad and Doubtful Debts - continued As at the date of this report, the directors and management are not aware of any circumstances, which would render the amount written off for bad debts, or the provision for impairment in the company or the group, inadequate to any substantial extent. Non-Current Assets Prior to the completion of the financial statements of the company and the group, the directors and management took reasonable steps to ascertain whether any non-current assets were unlikely to be realised in the ordinary course of business compared to their values as shown in the accounting records of the company and of the group. Where necessary, these assets have been written down or adequate provision has been made to bring the values of such assets to an amount that they might be expected to realise. As at the date of this report, the directors and management are not aware of any circumstances, which would render the values attributed to non-current assets in the company’s and the group’s financial statements misleading. Unusual Transactions In the opinion of the directors and management, the results of the operations of the group or any company in the group during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, nor has there arisen 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 and management, to affect substantially the results of the operations of the group or any company in the group in the current financial year. Significant Events during the Year During the year: (i) On 15 March 2012, the company acquired 49% shareholding in FINTEL for a consideration of $18.6 million; (ii) Telecom Fiji Limited (“TFL”), a subsidiary of the group, restructured its borrowings with the Fiji National Provident Fund (“FNPF”). TFL obtained a loan of $30 million from Australia and New Zealand Banking Group Limited (“ANZ”) from which $10 million was utilised for capital expenditure of the company and $20 million was utilised to repay the loan from FNPF. Accordingly, prior year loans from FNPF of $80 million was reduced to $60 million and loans at various interest rates that made up this $60 million was combined as one loan with new terms and conditions; (iii) Restructuring of the TFL group was undertaken and commercial operations from Xceed Pasifika Limited (subsidiary) was transferred to TFL effective 1 April 2011. As a result, TFL acquired from Xceed Pasifika Limited the existing business of retailing computer equipment together with business assets and liabilities; (iv) Telecom Fiji Limited started operating its USA link via Southern Cross Cables; (v) The Fiji Commerce Commission made a final determination on 7 November 2011 in relation to price controls of interconnection services of Telecom Fiji Limited; and (vi) On 27 May 2009, the National High Court of Papua New Guinea issued an order of judgment in favour of the associate entity, Amalgamated Telecom Holdings (PNG) Limited, Steamships Trading Limited and the company. The judgment was against the Independent State of Papua New Guinea. The litigation related to the share acquisition agreement entered between the Independent Public Business Corporation of PNG and Amalgamated Telecom Holdings (PNG) Limited. Under the terms of the share acquisition agreement, Amalgamated Telecom Holdings (PNG) Limited was to acquire 50.1% of the shares in Telikom PNG Limited. However, due to the non performance of the contract by the Independent Public Business Corporation of PNG, the sale of Telikom PNG Limited shares to Amalgamated Telecom Holdings (PNG) Limited did not proceed. At 31 March 2012, no settlement has been received by the company. However, the company received an offer for an out of court settlement for consideration. 20 Directors’ Report - continued For the Year ended 31 March 2012 Events Subsequent to Balance Date Subsequent to balance date, (i) TFL further restructured its borrowings. As part of the restructure, a further loan from Fiji National Provident Fund was obtained to settle the loan that was acquired from Australia and New Zealand Banking Group Limited during the financial year; and (ii) The directors are reviewing ATH Call Centre’s profitability with a view of finding the best option moving forward. A decision was made to roll back Call Centre’s operations to TFL (the company’s only customer) including staff and assets. The plan is to transfer the assets at their carrying amounts. A definite date of transfer has yet to be confirmed. Apart from the matters noted above, no other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the group or any company in the group, the results of those operations, or the state of affairs of the group or any company in the group in future financial years. Basis of Accounting The directors and management believe that the basis of preparation of the financial statements is appropriate and that the company will be able to continue in operation for at least twelve months from the date of this report. Accordingly, the directors and management believe that the classification and carrying amounts of assets and liabilities as stated in these financial statements to be appropriate. Directors’ Benefits Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than those included in the aggregate amount of emoluments received or due and receivable by directors shown in the financial statements or received as the fixed salary of a full-time employee of any company in the group or of a related corporation) by reason of a contract made by any company in the group or by a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest. Other Circumstances As at the date of this report: (i) no charge on the assets of any company in the group has been given since the end of the financial year to secure the liabilities of any other person; (ii) no contingent liabilities have arisen since the end of the financial year for which any company in the group could become liable; and (iii) no contingent liabilities or other liabilities of any company in the group has become 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 and management, will or may substantially affect the ability of the company or the group to meet its obligations as and when they fall due. As at the date of this report, the directors and management are not aware of any circumstances that have arisen, not otherwise dealt with in this report which would make adherence to the existing method of valuation of assets or liabilities of the company and the group misleading or inappropriate. For and on behalf of the board and in accordance with a resolution of the Board of Directors. Dated this 28th day of June 2012. DirectorDirector 21 Statement By Directors For the Year ended 31 March 2012 In accordance with a resolution of the Board of Directors of Amalgamated Telecom Holdings Limited, we state that in the opinion of the directors: (i) the accompanying statement of comprehensive income of the company and of the group is drawn up so as to give a true and fair view of the results of the company and of the group for the year ended 31 March 2012; (ii) the accompanying statement of changes in equity of the company and of the group is drawn up so as to give a true and fair view of the changes in equity of the company and of the group for the year ended 31 March 2012; (iii) the accompanying statement of financial position of the company and of the group is drawn up so as to give a true and fair view of the state of affairs of the company and of the group as at 31 March 2012; (iv) the accompanying statement of cash flows of the company and of the group is drawn up so as to give a true and fair view of the cash flows of the company and of the group for the year ended 31 March 2012; (v) at the date of this statement, there are reasonable grounds to believe that the company and the group will be able to pay its debt as and when they fall due; and (vi) all related party transactions have been adequately recorded in the books of the company and the group. For and on behalf of the board and in accordance with a resolution of the Board of Directors. Dated this 28th day of June 2012. DirectorDirector 22 Independent Audit Report To the members of Amalgamated Telecom Holdings Limited We have audited the accompanying Financial Statements of Amalgamated Telecom Holdings Limited (the company) and of the group, which comprise the statement of financial position as at 31 March 2012, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year ended, and a summary of significant accounting policies and other explanatory notes. Directors’ and Management’s Responsibility for the Financial Statements The directors and management are responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards and the requirements of the Fiji Companies Act, 1983. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with International 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 judgment, 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 controls relevant to the company’s preparation and fair presentation of the financial statements 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 company’s internal controls. 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 have examined the financial statements and the auditors’ report of the subsidiary companies of which we have not acted as auditors as shown in Note 30. The audit reports on the financial statements of the subsidiary companies were not subject to any qualification. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion: (a) proper books of account have been kept by the company and the group, so far as it appears from our examination of those books; and (b) the accompanying financial statements which have been prepared in accordance with International Financial Reporting Standards: i) are in agreement with the books of account; ii) to the best of our information and according to the explanations given to us: (a) give a true and fair view of the state of affairs of the company and of the group as at 31 March 2012 and of the results, cash flows and changes in equity of the company and of the group for the year ended on that date; and (b) give the information required by the Fiji Companies Act, 1983 in the manner so required. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. SUVA, FIJI 28 June 2012 23 ERNST & YOUNG CHARTERED ACCOUNTANTS Statement of Comprehensive Income For the Year ended 31 March 2012 Consolidated Company Note201220112012 2011 $’000$’000$’000 $’000 Revenue Direct costs 5 6 249,411 (66,766) 247,068 (66,433) 25,853 - 17,016 - Gross profit 182,645180,635 25,853 17,016 Other income 7 17,334 7,315 25 14 Amortisation and impairment of intangibles 14 (6,084) (3,099) - Depreciation 13 (51,268)(54,149) (27) (25) Impairment of investments in subsidiaries - - 1,150 Marketing and promotion expenses (8,275) (9,756) (55) (46) Redundancy costs- (611)-Reversal of impairment loss on plant and equipment 7,603 845 - Impairment loss on receivables - - (600) Impairment loss on receivables written back 358 - - Personnel costs 8 (37,767) (36,237) (299) (384) Operating expenses 9 (53,295) (48,168) (1,271) (656) Operating profit 51,251 36,775 22,476 15,919 10 (5,403) (4,132) 2,452 2,430 Profit before income tax 45,848 32,643 24,928 18,349 Income tax expense 11 (12,683) (14,981) (1,571) (538) Profit after income tax 33,165 17,662 23,357 17,811 - - - - Total comprehensive income for the year, net of tax 33,165 17,662 23,357 17,811 Attributable to: Equity holders of the company Non-controlling interests 18,362 14,803 33,165 4,142 13,520 17,662 23,357 - 23,357 17,811 17,811 Finance (cost)/income – net Other comprehensive income Earnings per share for profit attributable to the equity holders of the company during the year (expressed in cents per share) - Basic and diluted 12 4 1 The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 24 Statement of Changes in Equity For the Year ended 31 March 2012 Attributable to equity holders of the company Share Share Retained Total Capital Premium earnings reserve $’000 $’000 $’000 $’000 Noncontrolling interest $’000 Total $’000 Consolidated Balance as at 31 March 2010 105,526 2,074 101,738209,338 36,352245,690 Changes in equity for 2010 – 2011 Profit for the year ended 31 March 2011 - - 4,142 4,142 13,520 17,662 Dividends paid or provided (Note 26) - - (12,665) (12,665) (9,910) (22,575) Balance as at 31 March 2011 105,5262,074 93,215200,815 39,962 240,777 Changes in equity for 2011 – 2012 Profit for the year ended 31 March 2012 - - 18,362 18,362 14,803 33,165 Dividends paid or provided (Note 26) - - (12,665) (12,665) 9,881 (2,784) Balance as at 31 March 2012 105,5262,074 98,912206,512 64,646 271,158 Company Balance as at 31 March 2010 105,5262,074 107,420215,020 Changes in equity for 2010 – 2011 Profit for the year ended 31 March 2011 - - 17,811 17,811 Dividends paid or provided (Note 26) - - (12,665) (12,665) Balance as at 31 March 2011 105,5262,074 112,566220,166 Changes in equity for 2011 – 2012 Profit for the year ended 31 March 2012 - - 23,357 23,357 Dividends paid or provided (Note 26) - - (12,665) (12,665) Balance at 31 March 2012 105,526 2,074 123,258230,858 The above Statement of Changes in Equity should be read in conjunction with the accompanying notes. 25 Statement of Financial Position As at 31 March 2012 Consolidated Company Note201220112012 2011 $’000$’000$’000 $’000 Assets Non-current assets Property, plant and equipment 13 354,829 347,626 11 38 Intangible assets 14 21,932 25,877 - Available-for-sale financial assets 15 - - 175,863 158,414 Held-to-maturity investments 16 48,336 48,660 48,336 48,660 Deferred tax assets 17 (a) 6,757 14,798 7 4 Trade and other receivables 19 4,983 4,982 24,983 24,982 436,837 441,946 249,200 232,098 Current assets Deferred expenses 80 78 - Held-to-maturity investments 16 1,420 4,000 320 3,000 Inventories 18 10,09310,390 - Trade and other receivables 19 39,403 35,543 19,820 22,406 Cash on hand and at bank 31,006 12,097 8,231 979 82,002 62,108 28,371 26,385 Total assets 518,839504,054 277,571 258,483 Shareholders’ equity and liabilities Shareholders’ equity attributable to members of the company Issued capital 21105,526105,526105,526105,526 Share premium reserve 2,074 2,074 2,074 2,074 Retained earnings 98,912 93,215 123,258 112,566 Equity attributable to owners of the parent 206,512 200,815 230,858 220,166 Non-controlling interests 64,646 39,962 - Total shareholders’ equity 271,158 240,777 230,858 220,166 Liabilities Non-current liabilities Deferred tax liabilities 17 (b) 25,424 29,106 - Borrowings 22100,803 86,672 33,818 20,000 Provisions 23 768249 - Trade and other payables 24 13,171 17,341 - Deferred income 25 350 395 - 140,516 133,763 33,818 20,000 Current liabilities Borrowings 22 15,30128,918 1,204 12,500 Provisions 2333,66925,746 9,848 4,551 Trade and other payables 24 58,195 74,850 1,843 1,266 107,165129,514 12,895 18,317 Total liabilities247,681263,277 46,713 38,317 Total equity and liabilities 518,839504,054 277,571 258,483 The above Statement of Financial Position should be read in conjunction with the accompanying notes. For and on behalf of the board and in accordance with a resolution of the Board of Directors. DirectorDirector 26 Statement of Cash Flows For the Year ended 31 March 2012 Consolidated Company Note201220112012 2011 $’000$’000$’000 $’000 Operating activities Receipts from customers 256,195 260,024 Payments to suppliers and employees (168,576) (172,468) 2 (806) 14 (594) Net cash inflows/(outflows) generated from operations 87,619 87,556 (804) (580) Interest received Interest paid Dividends received Management fees Income taxes paid 1,890 (8,325) - 6,031 (8,266) 3,468 (7,031) - - (7,911) 4,237 (2,058) 19,530 6,031 (502) 4,588 (1,590) 5,990 (1,297) Net cash inflows from operating activities 78,949 76,082 26,434 7,111 Investing activities Payments for property, plant and equipment Payments for intangible assets Proceeds from sale of plant and equipment Redemption of held to maturity investments Payment for held to maturity investments Investment in FINTEL (38,500) (5,713) 246 4,000 (1,100) - (58,179) (1,521) 84 200 - - - - - 3,000 - (18,600) (15) - Net cash outflows used in investing activities (41,067) (59,416) (15,600) (15) Financing activities Dividends paid to equity holders of the parent Dividends paid to non-controlling interests Loans and advances to subsidiary entities Loan repayments Proceeds from borrowings (8,443) (12,042) - (37,904) 45,000 (16,885) (14,809) - - 9,000 (8,443) - (1,139) (19,000) 25,000 (16,885) (3,330) 12,500 Net cash outflows used in financing activities (13,389) (22,694) (3,582) (7,715) Net increase/(decrease) in cash and cash equivalents 24,493 (6,028) 7,252 (619) Effect of exchange rate movement on cash and cash equivalents 6 (257) - - Cash and cash equivalents at the beginning of the financial year 6,507 12,792 979 1,598 31,006 6,507 8,231 979 Cash and cash equivalents at end of year 20 The above Statement of Cash Flows should be read in conjunction with the accompanying notes. 27 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 1. GENERAL INFORMATION Amalgamated Telecom Holdings Limited (“the company”) and its subsidiaries (together “the group”) provide telecommunication services and related equipment, internet connection and related services, operation of a mobile telecommunications network, compilation and publishing of the Fiji telephone directory, pre-paid telephony services, sale of ICT equipment and solutions, PAYECOMM product management, provision of management services and development of a technology park including call centres, data warehouse and processing centres. On 15 March 2012, the company acquired 49% shareholding in Fiji International Telecommunications Limited (“FINTEL”), an entity that provides international telecommunication facilities into and out of Fiji. Amalgamated Telecom Holdings Limited is a limited liability company incorporated and domiciled in Fiji. The address of its registered office and principal place of business is Harbour Front Building, Rodwell Road, Suva. The company is listed on the South Pacific Stock Exchange, Suva. Statement of Compliance The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and the Fiji Companies Act, 1983. These financial statements were authorised for issue by the directors on 28 June 2012. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of Preparation The financial statements of Amalgamated Telecom Holdings Limited and the group have been prepared in accordance with International Financial Reporting Standards (“IFRS”). These financial statements have been prepared under the historical cost convention, as adjusted by the revaluation increments of land and buildings, available-for-sale financial assets, financial assets and financial liabilities at fair value through profit or loss. In the application of IFRS, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the future periods are disclosed, where applicable, in the relevant notes to the financial statements. 28 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.1 Basis of Preparation - continued The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are critical to the financial statements are disclosed in Note 4. Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported. Standards, amendments and interpretations issued The following standards, amendments and interpretations to existing standards were published and are mandatory for the accounting periods beginning on or after 1 January 2012 or later periods. No significant impact arose out of these standards, amendments and interpretations. The amendments to existing standards were for the following: • IAS 1, ‘Financial Statement Presentation – Presentation of Items of Other Comprehensive Income’ (effective from 1 July 2012); • IAS 12, ‘Income Taxes – Recovery of Underlying Assets’ (effective from 1 January 2012); • IAS 19 (Amendment), ‘Employee Benefits’ (effective 1 January 2013); • IAS 27, ‘Separate Financial Statements’ (effective 1 January 2012); • IAS 28, ‘Investments in Associates and Joint Ventures’ (effective 1 January 2013); • IFRS 9, ‘Financial Instruments – Classification and Measurement’ (effective 1 January 2013) The International Accounting Standards Board (IASB) issued the following new standards: • IFRS 10, ‘Consolidated Financial Statements’ (effective from 1 January 2013); • IFRS 11, ‘Joint Arrangements’ (effective from 1 January 2013); • IFRS 12, ‘Disclosure of Involvement in Other Entities’ (effective from 1 January 2013); and • IFRS 13, ‘Fair Value Measurement’ (effective from 1 January 2013). The company will review the impact of these standards on the group in the next financial year. 2.2 Basis of Consolidation Subsidiaries Subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases. 29 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.2 Basis of Consolidation - continued Subsidiaries continued The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of the exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of the acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the statement of comprehensive income as fair value gain on acquisition. The consolidated financial statements are prepared by combining the financial statements of all the entities that comprises the group. A list of subsidiaries appears in Note 30 to the financial statements. Inter-company transactions, balances and unrealised gains or losses on transactions between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. The financial statements of Amalgamated Telecom Nominees Limited have not been incorporated in the consolidated financial statements for the reasons stated in Note 30. While the company owns 49% in FINTEL, the company also manages the 51% shareholding of the Government of Fiji in FINTEL in accordance with a management agreement. The results of FINTEL have been incorporated in the consolidated financial statements from the date of acquisition. Non-Controlling Interest Non-controlling interest represents that part of the net results of operations and net assets of the subsidiaries, which are not owned, directly or indirectly by the company. Associates Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. The group’s share of its associates’ post-acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. 30 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.2 Basis of Consolidation - continued Associates - continued Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. 2.3 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest rate method. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance date. 2.4 Borrowing Costs The borrowing costs that are directly attributable to the acquisition of the capital assets are capitalised until substantially all the activities necessary to prepare the capital assets for its intended use are complete. Other borrowing costs are recognised as an expense in the year in which they are incurred. 2.5 Cash and Cash Equivalents For the purpose of statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. 2.6 Comparatives Where necessary, amounts relating to prior years have been reclassified to facilitate comparison and achieve consistency in disclosure with current year amounts. 2.7 Dividend Distribution Dividend distribution to the company’s shareholders is recognised as a liability in the group’s and company’s financial statements in the period in which the dividends are proposed or declared by the company’s directors. 2.8 Earnings per Share Basic earnings per share Basic earnings per share (EPS) is determined by dividing net profit after income tax attributable to members of the holding company by the weighted average number of ordinary shares during the year. Diluted earnings per share Diluted EPS is the same as the basic EPS as there are no ordinary shares which are considered dilutive. 31 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.9 Employee Benefits Wages, salaries and sick leave Liabilities for wages and salaries expected to be settled within 12 months of the reporting date are accrued up to the reporting date. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates prevailing at that time. Annual leave The liability for annual leave is recognised in the provision for employee benefits and is measured at the rates prevailing at year end. Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Retirement benefits The liability for retirement benefits is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Bonus plans The companies under the group pay bonuses to employees based on performance of the group and achievement of individual objectives by the employees. The group recognises a provision where contractually obliged or where there is a past practice, subject to performance evaluation. Terminal benefits The group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a formal plan without the possibility of withdrawal; or providing termination benefits as a result of an offer made for redundancy. Benefits falling due more than 12 months of the balance date are disclosed at the present value. Defined contribution plans Contributions to Fiji National Provident Fund are expensed when incurred. 2.10 Financial Assets The group classifies its financial assets in the following categories: loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. 32 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.10 Financial Assets - continued (a) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance date, which are classified as non-current assets. The group’s loans and receivables comprise ‘trade and other receivables’ disclosed in the statement of financial position (Note 19). (b) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at subsequent reporting dates at amortised cost. Held-to-maturity investments in Fiji Government Registered Stock by the group are recorded at their amortised cost and not remeasured to market values as they are considered likely to be held to maturity in line with investment objectives and fixed price nature of the investments. (c) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance date. Equity investments in subsidiary companies not held for trading are classified under this category. Investments in subsidiaries are classified as available-for-sale investments and are accounted for at cost less any accumulated impairment charges in the financial statements of the company. Available-for-sale financial assets are initially recognised at fair value plus transaction costs. Financial assets are de-recognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets are subsequently carried at fair value. Changes in the fair value of the available- for-sale financial assets are recognised in equity. When financial assets classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the statement of comprehensive income as ‘gains and losses’. Dividends on available-for-sale financial assets are recognised in the statement of comprehensive income as part of revenue when the company’s right to receive payments is established. 33 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.10 Financial Assets - continued (c) Available-for-sale financial assets - continued The company assesses at each balance date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the statement of comprehensive income. 2.11 Foreign Currency Translation a) Functional and presentation currency The group operates in Fiji and hence the financial statements are presented in Fiji dollars, which is the group’s functional and presentation currency. b) Transactions and balances Foreign currency transactions are translated into Fiji currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. 2.12 Government Grants Government grants are recognised in the statement of financial position initially as deferred revenue where there is reasonable assurance that they will be received and that the group will comply with the conditions attached to them. Grants that compensate the group for expenses incurred are recognised as revenue in the statement of comprehensive income on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the group for the cost of an asset are recognised in the statement of comprehensive income as revenue on a systematic basis over the useful life of the asset. 2.13 Impairment of Non-Financial Assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cashgenerating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. 2.14 Income Tax The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 34 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.14 Income Tax - continued Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects either accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences and the eligible tax losses can be utilised. Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the statement of comprehensive income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity. 2.15 Intangible Assets (a) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’. Goodwill on acquisitions of associates is included in ‘investments in associates’ and is tested for impairment as part of the overall balance. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. (b) Computer software Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years). Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with the development of identifiable and unique software products controlled by the group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Costs include the software development, employee costs and an appropriate portion of relevant overheads. Computer software development costs recognised as assets are amortised over their estimated useful lives. 35 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.15 Intangible Assets - continued (c) Investment in movie productions Investments in movie productions have been valued at cost and reduced by an impairment charge to arrive at a carrying amount which is an amount the company expects to recover from the exploitation of the copyright in accordance with the Production Investment Agreement. (d) IRU Capacity The IRU network capacity has been recorded at cost and is amortised over its estimated useful lives, as follows: - IP Transit - STM – 1 - STM - 4 Australia Link 3 years 10 years 10 years USA Link 3 years 10 years 10 years 2.16 Inventories Inventories comprise of merchandise and consumables, and are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and selling expenses. The cost of inventories has been determined on a weighted average cost basis or first-infirst-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Provisions for inventory obsolescence are raised based on a review of inventories. Inventories considered obsolete or un-saleable are written off in the year in which they are identified. 2.17 Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on a straight-line basis over the period of the lease. Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. 2.18 Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition and installation of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of a replaced part is de-recognised. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. 36 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.18 Property, Plant and Equipment - continued Cost of leasehold land includes initial premium payment or price paid to acquire leasehold land including acquisition costs. Freehold land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows: - Leasehold land Buildings Freehold properties Southern Cross Cable IRUs Exchange plant and telecommunication infrastructure Subscriber equipment Trunk network plant Plant and machinery Motor vehicles Furniture, fittings and office equipment Computer equipment and software Term of lease 10 - 40 years 9 – 13 years 9 – 82 years 10 - 15 years 3 - 20 years 10 - 15 years 4 – 16 years 3 - 5 years 3 – 10 years 3 - 5 years The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. During the year, ATH Call Centre Limited, a subsidiary company reviewed and revised the estimated useful lives of computer equipment, furniture, fittings and office equipment. The revision resulted in an increase in estimated useful lives of the assets which resulted in an increase in profit for the year of $349,382. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are taken into account in determining the results for the year. 2.19 Provisions Provisions are recognised when the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. 37 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.19 Provisions - continued Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. 2.20 Revenue Recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group’s activities. Revenue is shown net of Value Added Tax, returns, rebates, discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. The group provides telecommunication and related services which include fixed line, mobile and internet communication services, compilation and publishing of the Fiji Telephone Directory, pre-paid telephony services, sale of telecommunications related office equipment and provision of management and call centre services. a) Sale of telecommunication and related services Revenue is recognised based on billing cycles through the month. Unbilled revenue from the billing cycle date to the end of each month is recognised as revenue in the month the service is provided. Revenue from prepaid products and fixed monthly charges billed in advance is deferred and recognised as revenue either once the related service has been provided or when the product date has expired, whichever falls earlier. Revenue from the provision of internet services is recognised upon the use of service by its customers. Revenue from installation, connection and associated costs are recognised upon completion of the installation or connection. Revenue from publication of telephone directories is recognised upon dispatch of the directories for distribution. Advance billings and monies collected in advance are deferred. Revenue from fixed-priced contracts in relation to on-line directory is recognised over the term of the contract. Revenue earned from publication of the telephone directory is stated net of allowances. b) Sale of equipment Sale of equipment is recognised when a group entity sells a product to the customer. Revenue is recognised at the point the product is dispatched from the warehouse or sold at a group retail outlet. 38 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.20 Revenue Recognition - continued c) Interest Income Interest income is recognised on a time-proportion basis using the effective interest rate method. d) Management fees income Management fees income is recognised on an accrual basis. e) Dividend income Dividend income from investments is recognised when the right to receive payment is established. f) Investment in movie production Income from exploitation of the copyright in movie production is brought to account when the right to receive royalty income is established. 2.21 Segment Reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and return that are different from those of segments operating in other economic environments. For reporting purposes, the group considers itself to be operating predominantly in the telecommunications industry and revenue from other sources are not material. In addition, the group operates predominantly in Fiji only and hence one geographical segment for reporting purposes. The group has disclosed three reportable operating segments as follows (as outlined in Note 32): • • • Fixed line telecommunications (“FL Telecom”) segment includes all fixed line telecommunication services including the sale or lease of telecommunications related office equipment, accessories and services including prepaid telephony and card services; Mobile telecommunications (“Mobile Telecom”) segment includes all mobile telecommunication services including the sale of associated equipment, accessories and services; and Other segment comprises units which contribute less than 10% of group total revenue and include provision of internet services, directory services, PAYECOMM products, call centre and management services. 2.22 Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2.23 Trade Receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. 39 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 2.23 Trade Receivables - continued Provision is raised on a specific debtor level as well as on a collective basis. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that a specific debtor balance is impaired. Impairment assessed at a collective level is based on past experience and data in relation to actual write- offs. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the statement of comprehensive income. 2.24 Trade Payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method. 2.25 Value Added Tax (VAT) Revenues, expenses, assets and liabilities are recognised net of the amount of Value Added Tax (VAT), except where the amount of VAT incurred is not recoverable from the taxable authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense, or for trade receivables and trade payables which are recognised inclusive of VAT. NOTE 3. FINANCIAL RISK MANAGEMENT 3.1 Financial Risk Factors The group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group’s financial performance. Risk management is carried out by executive management. Executive management identifies, evaluates and monitors financial risks in close co-operation with the operating units. (a) Market risk (i) Foreign exchange risk The group largely procures most of its telecommunication equipment and supplies from overseas and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US, Australian and NZ dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency, in this case the Fiji dollar. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency other than the Fiji Dollar. For significant settlements, the group companies are required to seek quotations from recognised banks and use the most favourable exchange rate for purposes of the settlement. 40 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 3. FINANCIAL RISK MANAGEMENT - continued 3.1 Financial Risk Factors - continued (a) Market risk - continued (i) Foreign exchange risk - continued As at year end, assets and liabilities denominated in foreign currencies are significant and hence changes in the US, Australian and NZ dollars by 10% (increase or decrease) is expected to have a significant impact on the net profit and equity balances currently reflected in the group financial statements. Further, movements in the value of the Fiji dollar will continue to have a significant impact on the net profit and equity balances in the group’s financial statements in future, primarily in relation to the significant capital expenditure outlays in the next financial year and the consistent procurement of maintenance products and services from overseas. (ii) Price risk The group does not have investments in equity securities quoted on stock exchange and hence is not exposed to equity securities price risk. The group is not exposed to commodity price risk. (iii) Regulatory risk The group’s profitability can be significantly impacted by regulatory agencies established and to be established which governs the telecommunication sector in Fiji. Specifically retail and wholesale prices are regulated by the Commerce Commission and the group’s operating environment will be regulated by Telecom Authority of Fiji when the Telecom Authority of Fiji is fully operational. (iv) Cash flow and fair value interest rate risk The group’s investments are on fixed terms with the group intending to hold these investments until their maturity dates. The group has significant interest-bearing assets in the form of short-term and long term deposits. These are at fixed interest rates and hence there are no interest rate risks during the period of investment. For re-investment of short and long term deposits, the group negotiates an appropriate interest rate with the banks and invests with the bank which offers the highest interest return. Given the fixed nature of interest rates described above, the group has a high level of certainty over the impact on cash flows arising from interest income. Accordingly the group does not require simulations to be performed over impact on net profits arising from changes in interest rates. In relation to borrowings from Fiji National Provident Fund, the group is not exposed to interest rate risk as it borrows funds at fixed interest rates. In relation to the bank overdraft from bank, the group to a certain extent is exposed to interest rate risk as the bank overdraft is at floating interest rates. The risk is managed closely within the approved policy parameters. 41 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 3. FINANCIAL RISK MANAGEMENT - continued 3.1 Financial Risk Factors - continued (b) Credit risk Credit risk is managed at group and at individual entity level. Credit risk arises from cash and cash equivalents, deposits with banks, as well as credit exposures to wholesale and retail customers, including outstanding receivables. For banks, only reputable parties with known sound financial standing are accepted. All new customers undergo a credit check before a credit account is allowed. Individual credit limits are set based on internal ratings in accordance with limits set by the executive management. The utilisation of credit limits is regularly monitored. Sales to retail customers can be on credit depending on whether the customer has a pre-approved credit account or otherwise in cash. The group holds security deposits for a large number of its customers. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities to ensure availability of funding. The group monitors liquidity through rolling forecasts of the group’s cash flow position. Overall the group does not see liquidity risk as high given that a reasonable portion of revenues are billed and collected in advance or generally within 30 days. The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Consolidated Less than Between 1 Between 3 Over 5 1 year and 2 and 5 years yearsyears At 31 March 2012 $’000 $’000 $’000 $’000 Borrowings (Note 22) Trade and other payables (Note 24) 3.2 15,301 58,195 15,161 13,171 67,756 - 17,886 - At 31 March 2011 Borrowings (Note 22) 28,918 16,672 50,000 Trade and other payables (Note 24) 74,850 17,341 - 20,000 - Capital Risk Management The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares and/or sell assets to reduce debt. The group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated statement of financial position) less cash on hand and at bank and short term deposits. Total capital is calculated as ‘equity’as shown in the consolidated statement of financial position plus net debt. 42 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 3. FINANCIAL RISK MANAGEMENT - continued 3.2 Capital Risk Management - continued Consolidated The gearing ratios at 31 March 2012 and 2011 were as follows: 2012 2011 $’000$’000 Total borrowings (Note 22) 116,104 115,590 (30,497) (12,097) (509) (1,000) Net debt 85,098 102,493 Total equity 271,158 240,777 356,256 343,270 24% 30% Less: Cash on hand and at bank (Note 20) Less: Short term deposits (Note 20) Total capital (total equity plus net debt) Gearing ratio (net debt / total capital x 100) The movement in the gearing ratio during 2012 resulted primarily from the increase in cash and cash equivalents during the financial year. 3.3 Fair Value Estimation The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The carrying values of financial liabilities are estimated to approximate their fair values. NOTE 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 4.1 Critical Accounting Estimates and Assumptions The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Fair value of equity instruments Management uses judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each balance date. Given that the entities subject to these investments are primarily subsidiaries of the holding company, the fair value of the equity instruments is estimated to assume their carrying values. (b) Estimated impairment of investment in movie productions The investment in movie productions comprises of a guaranteed and a non-guaranteed portion. The impairment allowance in Note 14 represents the provision based on the management’s assessment of the expected recoveries of the exploitation of the copyright in the movie productions. 43 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS - continued 4.2 Critical Judgments in Applying the Entity’s Accounting Policies (a) Impairment of accounts receivable Impairment of accounts receivable balances is assessed at an individual as well as on a collective level. At a collective level, all debtors in the 120 days plus category (excluding those covered by a specific impairment provision) are estimated to have been impaired and are accordingly provided for. (b) Impairment of property, plant and equipment and intangible assets The group assesses whether there are any indicators of impairment of all property, plant and equipment and intangible assets at each reporting date. Property, plant and equipment and intangible assets are tested for impairment and when there are indicators that the carrying amount may not be recoverable, a reasonable provision for impairment is created. For the year ended 31 March 2012, no additional provision for impairment has been made as the group reasonably believes that no indicators for impairment exist. A reversal of impairment loss previously recognised was recorded during the year as a result of the reassessment. (c) Deferred tax assets Deferred tax assets are recognised for all tax losses to the extent that taxable profits will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely level of future taxable profits together with future planning strategies. For significant tax losses unutilised, the group sought an independent opinion on management estimates. (d) Provision for stock obsolescence Provision for stock obsolescence is assessed and raised on a specific basis based on a review of inventories. Inventories considered obsolete or un-serviceable are written off in the year in which they are identified. (e) Printed telephone directory - revenue and expense recognition Revenue related to printed directories is recognised once the directories have been dispatched for distribution. All advance billings and monies collected in advance are deferred. Costs including overhead expenses incurred in relation to securing advertisements and in the publishing of the directories are also deferred until the associated revenues are recognised. (f) Fair value of equity instruments Management uses judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each balance date. Given that the entities subject to these investments are primarily subsidiaries of the company, the fair value of the equity instruments is estimated to assume their carrying values. 44 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 5. REVENUE Access fees Call revenue Card services Data network revenue Dividends from subsidiary companies Directory revenue Equipment and ancillaries Management fees Operator services Other sales and service 11,040 193,637 3,639 22,690 - 4,070 5,946 6,323 121 1,945 11,251 189,584 5,685 24,647 - 4,079 6,215 816 148 4,643 - - - - 19,530 - - 6,323 - - 16,200 816 - 249,411 247,068 25,853 17,016 Airtime and PSTN charges Directory production costs Equipment and ancillary costs 35,965 406 30,395 34,320 587 31,526 - - - - NOTE 7. OTHER INCOME 66,766 66,433 - - - - - - - - - 25 14 25 14 NOTE 6. DIRECT COSTS Amortisation of government grant 45 54 Bad debts recovered 51 392 Exchange gain: - realized 2,580 835 - unrealized 594 1,060 Fair value gain on acquisition of FINTEL 8,745 - Gain on sale of property, plant and equipment 222 64 Others 5,097 4,910 17,334 7,315 NOTE 8. PERSONNEL COSTS Wages and salaries, including leave pay and other benefits FNPF and other superannuation contributions Other personnel costs 31,331 3,569 2,867 29,645 3,248 3,344 37,76736,237 Number of employees as at balance date (Nos.) 45 960 994 269 26 4 340 28 16 299 384 4 5 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 9. OPERATING EXPENSES Auditors’ remuneration - Audit services 134 137 10 10 - Other services 45 78 7 (12) Bad debts and impairment of receivables (net) 811 2,405 - Consultancy and contractors fees Directors’ remuneration: 800 1,294 - - Fees and allowances 254 272 63 64 Electricity5,8425,393 15 11 Insurance 3,8613,564 66 92 Legal and professional 851 321 516 41 License fees 11,216 5,520 - Loss on disposal of assets - 200 - Operating leases 6,327 5,939 47 46 Provision for stock obsolescence (1,021) 548 - Repairs and maintenance 3,055 3,278 1 3 Tax penalties - 157 - Travelling and transportation 921 1,806 62 49 Others 20,199 17,256 484 352 53,29548,168 1,271 656 NOTE 10. FINANCE INCOME - NET Finance income: - Interest income on held-to-maturity investments - Interest income on advances to related parties NOTE 11. 2,862 60 2,998 60 2,740 1,481 2,480 1,699 Interest expense: - Borrowings 2,922 3,058 4,221 4,179 (8,325) (8,325) (7,190) (7,190) (1,769) (1,769) (1,749) (1,749) Finance (cost)/income – net (5,403) (4,132) 2,452 2,430 INCOME TAX EXPENSE (a) Income tax expense Current tax Deferred tax asset Deferred tax liability Effect in change in tax rate from 28% to 20% (Over)/under provided in prior years 12,397 5,780 1,765 9,143 4,077 1,444 1,567 4 - 538 - (7,170) (89) - 317 - - - 12,683 14,981 1,571 538 46 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 11. INCOME TAX EXPENSE - continued (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit before income tax expense 45,848 32,643 24,928 18,349 Tax at the Fiji tax rate of 28% (company – 20%) (2011: 29%) 9,423 9,292 4,986 3,670 Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Export income allowances (487) (326) - Non deductible expenses 783 285 487 108 Dividend income - - (3,906) (3,240) Penalties- 43-Amortisation of government grant (12) (16) - Investment allowances (3,065) (9,934) - Temporary differences and tax losses not recognised / de-recognised 13,299 15,352 - (Over)/under provision in income tax in prior years (89) 317 - Under/(over) provision of deferred tax in prior years 4 (30) 4 Effect of change in tax rate (7,170) - - Others (3) (2) - - (c) Income tax expense 12,683 14,981 1,571 538 Un-recognised deferred income tax asset balances Un-recognised tax losses Un-recognised/de-recognised temporary differences 19,483 16,217 - - - 795 - - Un-recognised deferred tax balances 19,483 17,012 - - NOTE 12. EARNINGS PER SHARE (a) Basic Basic earnings per share are calculated in accordance with the policy outlined in Note 2.8. Profit attributable to equity holders of the company ($’000) 18,362 4,142 Weighted average number of ordinary shares in issue (nos.)422,104,868 422,104,868 Basic earnings per share (cents per share) 4 1 (b) Diluted - Diluted earnings per share is same as basic earnings per share. 47 48 19,688 269,076 (44,435) 845 - 66,655 - 1,101 244,910 Telecommunications equipment and plant $’000 15,687 (4,570) - - 4,709 - 1,319 14,229 $’000 Computer equipment 6,091 (1,232) - - 1,557 (217) 219 5,764 Furniture, fittings and office equipment $’000 2,115 (2,154) - - - (3) 382 1,468 (146) - (785) - - 619 1,780 $’000 $’000 3,890 Capital Spares Motor Vehicles 33,504 - - (148) (73,313) - 51,387 55,578 $’000 Work in Progress 347,629 (54,149) 845 (933) - (220) 55,027 347,059 $’000 Total Net book amount 19,688 - Accumulated depreciation Accumulated impairment allowance 39,520 (19,832) Cost 269,076 (7,602) (367,669) 644,347 15,687 - (33,805) 49,492 6,091 - (11,132) 2,115 - (10,530) 17,223 12,645 1,468 (146) - 33,504 - - 347,629 (7,748) (442,968) 1,614 33,504798,345 At 31 March 2011 Closing net book amount (1,612) - Depreciation/impairment charge - Transfers Reversal of impairment loss - 392 Disposals Consumed during the year - 20,908 $’000 Leasehold Land and Buildings Additions Opening net book amount Year ended 31 March 2011 Consolidated NOTE 13. PROPERTY, PLANT AND EQUIPMENT Notes to the Financial Statements For the Year ended 31 March 2012 - Reversal of impairment loss 49 - - 3,435 - - 24,018 4,155 295,722 3,435 - (252) 12,691 - (38,932) 51,623 12,691 (5,313) - - 6,043 - (12,768) 18,811 6,043 (1,340) - - 104 (2) 1,190 6,091 Furniture, fittings and office equipment $’000 1,054 - (11,193) 12,247 1,054 (1,386) - - - (21) 346 10,174 - - - (35,687) (6,562) 18,919 354,829 (51,268) 7,603 (2,318) - (6,585) 59,768 347,629 $’000 $’000 33,504 Total Work in Progress 1,692 (146) - 10,174 - - 354,829 4,009 (556,216) 1,838 10,174907,036 1,692 - - (2,318) - - 2,542 1,468 $’000 $’000 2,115 Capital Spares Motor Vehicles Included in additions during the year were property, plant and equipment acquired on consolidation of Fiji International Telecommunications Limited (“FINTEL”) results in March 2012. The written down value of FINTEL assets included in additions during the year is $34.2 million. The reversal of impairment loss of $7.6 million was in respect to VTSAT at Yaqara. Impairment loss which was recognised during 2007 has been reversed based on evaluation and reassessment carried out by the management taking into consideration current usage and future usage. Included in leasehold land and buildings are properties shared by TFL and Post Fiji Limited and reflects the amount to the extent funded by TFL up to 30 June 1996 and any subsequent costs incurred by TFL on the properties thereafter. The titles in relation to the shared land and buildings are not held in the name of the TFL. Furthermore, there is an ownership dispute between Post Fiji Limited and TFL in respect to the New Wing Building in Suva. The dispute is currently subject to mediation proceedings. Net book amount Accumulated impairment allowance (471,686) 45,403 763,253 3,687 (21,385) 3,435 - - Accumulated depreciation 295,722 (42,002) 7,603 1,489 - 828 15,687 $’000 $’000 - 34,094 - 26,951 269,076 Computer equipment Freehold properties Cost At 31 March 2012 (1,227) - Consumed during the year 24,018 - Transfers Closing net book amount - Disposals Depreciation/impairment charge 5,557 19,688 Leasehold TelecomLand and munications Buildings equipment and plant $’000 $’000 Additions Opening net book amount Year ended 31 March 2012 Consolidated NOTE 13. PROPERTY, PLANT AND EQUIPMENT - continued Notes to the Financial Statements For the Year ended 31 March 2012 - Closing net book amount 50 - - Accumulated depreciation Net book amount - - Depreciation charge Closing net book amount - - - Cost Accumulated depreciation Net book amount At 31 March 2012 - - Additions Transfers - Opening net book amount Year ended 31 March 2012 - Cost At 31 March 2011 - - Transfers - 16 10 $’000 Computer equipment - 20 Furniture, fittings and office equipment $’000 - - - $’000 $’000 17 Capital Spares Motor Vehicles - - $’000 Work in Progress 16 47 $’000 Total 20 20 (119) 139 20 (6) 9 9 (155) 164 9 (11) 9 9 (34) 43 9 (8) - - - - - - - - - - - - 38 38 (308) 346 38 (25) - - - - - 11 (128) 139 11 (9) - (164) 164 - (9) - (43) 43 - (9) - - - - - - - - - - 11 (335) 346 11 (27) - - - ---- - - - ---- - - - - - - - - - ---- - - Telecommunications equipment and plant $’000 Depreciation charge - Additions $’000 Leasehold Land and Buildings Opening net book amount Year ended 31 March 2011 Company NOTE 13. PROPERTY, PLANT AND EQUIPMENT - continued Notes to the Financial Statements For the Year ended 31 March 2012 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 14. INTANGIBLE ASSETS Movie productions Gross carrying amount: Balance as at 1 April Additions/(disposals) Balance as at 31 March 17,854 - 17,854 17,854 - 17,854 - - - - Accumulated impairment allowance: Balance as at 1 April Impairment allowance Balance as at 31 March 17,854 - 17,854 17,854 - 17,854 - - - - - - - - Computer software costs Gross carrying amount: Balance as at 1 April Additions Balance as at 31 March 31,731 655 32,386 30,527 1,204 31,731 - - - - Accumulated impairment allowance: Balance as at 1 April Impairment allowance Balance as at 31 March 22,402 3,023 25,425 19,900 2,502 22,402 - - - - 6,961 9,329 - - Indefeasible Rights of Use capacity Gross carrying amount: Balance as at 1 April Additions Balance as at 31 March 17,145 1,484 18,629 - 17,145 17,145 - - - - Accumulated impairment allowance: Balance as at 1 April Impairment allowance Balance as at 31 March 597 3,061 3,658 - 597 597 - - - - Net book amount 14,971 16,548 - - Total intangible assets, net 21,932 25,877 - - Net book amount Net book amount Investments in movie productions comprise of investments in “Straight Edge”, “Smilodon”, “The Great North Pole Elf Strike” and “Pirate Islands 2” movie projects. All movie projects have been granted F1 Provisional Certificate by the Fiji Audio Visual Commission and thereby incentives by way of 150% tax deductions are available. They have been valued at cost and reduced by an impairment charge to arrive at a carrying amount which is an amount the group expects to recover from the exploitation of the copyright in accordance with the Production Investment Agreement. 51 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 14. INTANGIBLE ASSETS - continued Indefeasible Rights of Use (“IRU”) capacity relates to the lease of IRU network capacity by Telecom Fiji Limited for a period of 3 years (for IP Transit) and 10 years (for STM-1 and STM-4) via Australia and USA links. The IRU network capacity is capitalised to intangible assets, and is amortised over the contract periods. Where estimated useful lives or recoverable values have diminished due to technological change or market conditions, amortisation is accelerated. NOTE 15. AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets consist of equity investments in subsidiary companies, all of which are unlisted and denominated in local currencies and are stated at cost. Carrying values are as follows: Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 Shares in subsidiary companies: Non-current - At cost Less: Provision for impairment - - - - - -175,863 158,414 177,013 (1,150) 158,414 - During the year, the company acquired 49% shareholding in FINTEL. While the company owns 49% in FINTEL, the company also manages the 51% shareholding of the Government of Fiji in FINTEL in accordance with a management agreement. The results of FINTEL have been incorporated in the consolidated financial statements from the date of acquisition. Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 16. HELD-TO-MATURITY INVESTMENTS Non-current Fiji Government Registered Stock Add unamortised premium 48,310 26 48,630 30 48,310 26 48,630 30 Current Fiji Government Registered Stock Short term deposits 48,336 48,660 48,336 48,660 320 1,100 1,420 3,000 1,000 4,000 320 - 320 Total 49,756 52,660 48,656 3,000 - 3,000 51,660 The above investments are accounted for as held-to-maturity as they are considered likely to be held to maturity in line with investment objectives and fixed price nature of the investments. They are hence stated at amortised cost. The carrying values of the Fiji Government Registered securities are considered to be their reasonable approximation of their fair values. 52 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 17. DEFERRED INCOME TAX The following provides a breakdown of deferred tax assets and liabilities at balance date: (a) (b) Deferred tax assets Provision for impairment of trade receivables 1,913 2,671 - Provision for employee entitlements 1,324 1,611 4 1 Provision for stock obsolescence 503 976 - Tax losses 2,668 8,874 - Depreciation3233 Deferred revenue 114 119 - Unrealised exchange loss 184 532 - Others 48 13 - 6,75714,798 7 4 Deferred tax liabilities Deferred expenses 16 22 Depreciation 25,27128,787 Unrealised exchange gain 137 297 - - - - 25,424 29,106 - - Consumables and finished goods Goods in transit 12,257 352 13,355 572 - - - Provision for stock obsolescence 12,609 (2,516) 13,927 (3,537) - - - 10,093 10,390 - - NOTE 18. INVENTORIES NOTE 19. TRADE AND OTHER RECEIVABLES Non-current Advance to Amalgamated Telecom Nominees Limited (a) 4,983 4,982 4,983 4,982 Advance to Vodafone Fiji Limited (c) - - 20,000 20,000 4,983 4,98224,983 24,982 53 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 19. TRADE AND OTHER RECEIVABLES - continued Current Trade receivables (b) 43,119 39,452 - Less: Unearned income (1,415) (1,337) - - Less: Provision for impairment 41,704 (17,296) 38,115 (17,188) - - - 24,408 20,927 - - Accrued revenue Dividends receivable Advance to Vodafone Fiji Limited (c) M-PAiSA trust Receivable from related parties Other receivables and advances Less: Provision for impairment 3,479 - - 1,065 1,479 9,100 (128) 39,403 4,734 - - 1,203 593 8,347 (261) 35,543 1,858 12,700 599 - 5,001 262 (600) 1,535 16,200 818 3,601 252 - 19,820 22,406 (a) The advance to Amalgamated Telecom Nominees Limited is unsecured and subject to interest at the rate of 1.2% per annum. (b) The carrying value of the trade and other receivables and receivables from related parties are considered to be reasonable approximation of their fair values. (c) The company advanced $20 million to Vodafone Fiji Limited, a subsidiary company. This advance is secured by an equitable mortgage debenture over all the assets of the subsidiary company, including called and uncalled capital. The terms of the loan is 3 years with interest only payments at the rate of 7% and the principal repayable in full on maturity. (d) Trade receivables that are less than 3 and 4 months past due are not considered impaired. As at 31 March 2012, trade receivables of $24,408,000 (2011: $20,927,000) were not considered impaired. As of 31 March 2012, trade receivables for the group of $17,424,000 (2011: $17,449,000) were impaired and provided for. The company impaired and provided for trade receivables of $600,000 (2011: nil). The individually impaired receivables mainly relates to customers, who have defaulted in payments. It was assessed that a portion of the receivables is expected to be recovered. 54 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 19. TRADE AND OTHER RECEIVABLES - continued Movements in the provision for impairment of trade receivables are as follows: As at 1 April Provision for impairment of receivables Amounts written off during the year Reversals during the year 17,449 828 (137) (716) 16,512 2,021 - (1,084) - 600 - - - As at 31 March 17,424 17,449 600 - The creation and release of provision for impaired receivables have been included in “Operating expenses” and “Other income” in the statement of comprehensive income (Note 9 and Note 7 respectively). Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The group generally obtains security deposits for all new LAN line and Internet connections. Apart from this, it does not hold any collateral as security. The total carrying amount of security deposits in relation to the above trade receivables carried by the group is $4,838,000 (2011: $4,879,000). Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 20. NOTES TO THE STATEMENT OF CASH FLOWS Cash And Cash Equivalents Cash and cash equivalents included in the statement of cash flows comprise the following amounts: Cash on hand and at bank 30,497 12,097 8,231 979 Bank overdraft- (6,590)-Short term deposits 509 1,000 - 31,006 6,507 8,231 Number of issued shares (Nos.) Value of ordinary shares $’000 979 Total $’000 NOTE 21. SHARE CAPITAL As at 31 March 2012 and 2011 422,104,868 105,526 105,526 The total authorised number of ordinary shares of the company is 40,000,000,000 shares (2011:40,000,000,000 shares) with a par value of $0.25 per share (2011: $0.25 per share). All issued shares are fully paid. 55 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 22. BORROWINGS Non-current Term loans – ANZ (i) Term loans – FNPF (ii) Term loan – BSP (iii) Term loan – Westpac (iv) 21,107 65,878 4,599 9,219 100,803 - 86,672 - - 86,672 - 20,000 4,599 9,219 33,818 20,000 20,000 Current Term loans – ANZ (i) 5,419 - - Term loans – FNPF (ii) 8,678 22,328 - 9,000 Term loan – BSP (iii) 401 - 401 Term loan – Westpac (iv) 803 - 803 Term loan – TFL (v) - - - 3,500 Bank overdraft (vi) - 6,590 - 15,301 28,918 1,204 12,500 Total borrowings 116,104 115,590 35,022 32,500 Term loans consist of the following: (i) Telecom Fiji Limited (“TFL”) restructured its borrowings with the Fiji National Provident Fund (“FNPF”). TFL obtained a loan of $30 million from Australia and New Zealand Banking Group Limited (“ANZ”) from which $10 million was utilised for capital expenditure of the company and $20 million was utilised to repay loan from FNPF. Accordingly, prior year loans from FNPF of $80 million was reduced to $60 million and loans at various interest rates that made up this $60 million were combined as one loan with new terms and conditions. The bank loan from ANZ is subject to variable interest at the rate of 7.25%. The loan is payable at monthly repayments of $597,000. The borrowing is secured by a 1st registered mortgage over all the assets and undertaking of Telecom Fiji Limited with priority up to $10 million. Subsequent to year end, TFL further restructured its borrowings by refinancing this ANZ loan through FNPF. (ii) Fiji National Provident Fund – Of the total $74.5 million, $54.5 million borrowings are secured by 2nd registered mortgage debenture over all the assets and undertakings of Telecom Fiji Limited. The interest rate on this loan is fixed at 7.33%. The loan is payable at monthly repayments of $1,032,475. The holding company borrowed $20 million on behalf of Vodafone Fiji Limited, a subsidiary company. The interest rate on this loan is 6.75% and the borrowing is secured by promissory note given by the subsidiary company. (iii) The holding company borrowed $5 million from Bank of South Pacific at the rate of 4.7% per annum with monthly repayments of $52,303. This loan is unsecured. (iv) The holding company borrowed $10 million from Westpac Banking Corporation at the rate of 4.7% per annum with monthly repayments of $104,700. This loan is unsecured. 56 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 22. BORROWINGS - continued (v) The holding company borrowed $3.5 million from its subsidiary TFL at the rate of 6.4% last year. This loan was repaid during the year. A further $10 million was borrowed and repaid within the current year. (vi) The bank overdraft of subsidiary, Vodafone Fiji Limited, is unsecured and repayable on demand and subject to an effective interest rate of 5.96% per annum. The facility was not utilised by the company at balance date. The fair value of current borrowings and non-current borrowings equals their carrying amount as the impact of discounting is not significant. Dividends $’000 NOTE 23. PROVISIONS Income Employee Directory tax entitlements Production costs $’000 $’000 $’000 Total $’000 Consolidated As at 1 April 2011 Additional provisions recognised Non-cash adjustments Paid during the year Unused amounts reversed Under provision in prior year 14,1325,998 5,818 27,976 8,682 5,477 - (321) - (20,485) (8,266) (4,632) - (61) - - 25 - Carrying amount as at 31 March 2012 47 25,995 47 42,182 - (321) - (33,383) - (61) - 25 21,623 6,057 6,663 94 34,437 4,222 12,664 (8,443) - - 323 1,571 (502) (8) 3 6 15 (3) - - - - - - - 4,551 14,250 (8,948) (8) 3 8,443 1,387 18 - 9,848 Company As at 1 April 2011 Additional provisions recognised Paid during the year Non-cash adjustments Over provision in prior year Carrying amount as at 31 March 2012 Analysis of total provisions: Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 Non-current Current 768 33,669 249 25,746 - 9,848 4,551 34,43725,995 9,848 4,551 57 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 23. PROVISIONS - continued (a) Income tax - relates to income tax payable for current financial year. This is expected to be fully settled within seven months after the balance date. (b) Employee entitlements consists of the following: Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 Annual leave 1,010 1,658 Bonus4,855 3,911 Long service leave 128 79 Retirement benefits 670 170 18 - - - 6 - 6,6635,818 18 6 Annual Leave Generally annual leave is taken within one year of entitlement and accordingly it is expected that a significant portion of the total annual leave balance will be utilised within the next financial year. Note 2.9 outlines the accounting policy and underlying basis for these accruals. Long service leave and retirement benefits Long service leave and retirement benefits are accrued for employees entitled to the same under their terms of employment. Note 2.9 outlines the accounting policy and underlying basis for these accruals. Bonus Bonus provisions are expected to be significantly settled within 12 months after the end of the financial year. Note 2.9 outlines the accounting policy and underlying basis for these accruals. Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 24. TRADE AND OTHER PAYABLES Non-current Trade payables and accruals 8,333 12,462 - Subscriber deposits 4,838 4,879 - - 13,17117,341 - Current Trade payables and accruals 45,151 58,810 1,270 432 E-value in circulation 1,065 1,203 - Owing to related parties 1,247 3,123 573 834 Deferred revenue 10,732 11,714 - 58,19574,850 1,843 1,266 Total71,36692,191 1,843 1,266 The fair value of current liabilities and non-current liabilities equals their carrying amount, as the impact of discounting is not significant. 58 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 25. DEFERRED INCOME Non-current Government grant Less: Accumulated amortization 6,459 (6,109) 350 6,459 (6,064) - - - 395 - - 8,443 4,222 4,222 8,443 8,443 4,222 4,222 8,443 12,665 12,665 12,665 12,665 NOTE 26. DIVIDENDS Ordinary shares Final dividend for the year Interim dividend for the year NOTE 27. CONTINGENCIES Following is a summary of estimated contingent liabilities: NOTE 28. Performance guarantees 1,634 1,720 - Litigations 369730104 Movie investment tax incentive allowance 2,124 2,490 - 4,127 4,940 104 Legal claims Various claims have been brought against subsidiary companies. The directors have obtained legal advice on these claims and are confident that no significant liability other than those that have been brought to account or have been disclosed will eventuate. COMMITMENTS (a) Capital commitments Capital expenditure commitments as at balance date are as follows: Intangible assets Property, plant and equipment 55 45,718 46 26,944 30 55 49 Capital expenditure commitments primarily relate to various capital investment schemes, programs and initiatives approved by the Board. (b) Operating leases The group leases various premises under non-cancellable operating leases. These leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. 59 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 28. COMMITMENTS - continued Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: (b) Operating leases -continued Within one year 3,357 2,652 38 46 Later than one year but not later than five years 5,424 5,083 - 46 Later than five years 25,158 21,086 - 33,939 28,821 38 92 (c) Maintenance and support services The group is committed to pay a sum of $3,270,000 in future to Huawei Technologies (Australia) Pty Limited as part of maintenance and support service agreement for a remaining period of 42 months. The agreement was signed on 10 November 2011. (d) Operating licence commitment The group has an operating licence issued by the Government of the Republic of Fiji on January 2008 to establish, operate and maintain a telecommunication system. The licence has a term of 15 years and an annual licence fee of $1 million or greater (exclusive of Value Added Tax) is payable. NOTE 29. RELATED-PARTY TRANSACTIONS (a) Parent entity The company is a subsidiary of Fiji National Provident Fund. (b) Directors The names of persons who were directors of the company at any time during the financial year are as follows: Mr Ajith Kodagoda - Chairman Mr David Kolitagane – Deputy Chairman Mr Arun Narsey, Mr Taito Waqa, Mr Tom Ricketts, Mr Umarji Musa Directors’ remuneration is disclosed under Note 9. The following transactions were carried out with related parties: (c) Sales of services and interest (i) By ATH Interest income from subsidiary company Management fee income from Government of Fiji (shareholder) 60 60 1,481 1,699 6,279 816 6,279 816 15,783 - - (ii) ATH group - provision of telecommunication related services Roaming call revenue – related entities 60 15,052 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 29. RELATED-PARTY TRANSACTIONS - continued (c) Sales of services and interest - continued During the year, the group provided telecommunication related services to the Fiji National Provident Fund, Government of Fiji, other Government owned entities, directors and director related entities and to executives. These services were provided at normal commercial rates, terms and conditions. Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 (d) Superannuation Fiji National Provident Fund (e) 3,569 3,248 26 28 Purchases of services Following is a summary of different purchase transactions the group has had with the subsidiaries and related entities during the year: Advertising expense 33 46 6 6 Billing bureau charges – related entities 1,677 1,525 - Communications and internet 70 38 4 20 Call Centre charges 903 151 - Equipment and ancillaries 1,735 1,444 - Interest expenses and fees 6,966 7,190 1,867 1,749 Isaac support – other related entities 88 93 - Network support – other related entities 891 921 - Operating leases – parent entity 644 657 47 46 Roaming call charges – related entities 1,011 963 - Others186318 26 28 (f) Other transactions - Loan from subsidiary - - 10,000 - Dividends from subsidiaries - - 19,530 3,500 16,200 All transactions with related parties are conducted on commercial terms and conditions. (g) Key management compensation Salaries and other short-term employee benefits (h) 5,343 Year-end balances arising from sales/purchases of services Receivables from related parties (Note 19): - Dividend receivable from subsidiaries - - subsidiary companies 1,479 Payables to related parties (Note 24): - related entities 61 1,247 4,856 148 158 - 593 12,700 5,000 16,200 4,419 3,123 573 834 Notes to the Financial Statements For the Year ended 31 March 2012 Consolidated Company 201220112012 2011 $’000$’000$’000 $’000 NOTE 29. RELATED-PARTY TRANSACTIONS - continued (i) Loans and advances to/(from) related parties Advance to Vodafone Fiji Limited (Note 19) - Advance from Telecom Fiji (Note 22) - Advance to Amalgamated Telecom Nominees Limited (Note 19) 4,983 - - 20,000 - 20,000 (3,500) 4,982 4,983 4,982 109,000 20,000 29,000 Refer Note 19 for terms underlying the advance to subsidiary. (j) Borrowings from ultimate parent entity Term loans - FNPF (Note 22) 74,556 Refer Note 22 for terms underlying borrowings from ultimate parent entity. NOTE 30. SUBSIDIARY ENTITIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 2.2: ATH Call Centre Limited ATH Technology Park Limited Fiji Directories Limited FINTEL Pacific Emerging Technologies Limited Vodafone Fiji Limited Telecom Fiji Limited Internet Services Fiji Limited Transtel Limited Xceed Pasifika Limited FINTEL Internet Services Limited Immediate parent Class of Shares ATH ATH ATH ATH ATH ATH ATH TFL TFL TFL FINTEL Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Equity holding (%) 2012 2011 100% 100% 90% 49% 51% 51% 100% 100% 100% 100% 100% 100% 100% 90% 51% 51% 100% 100% 100% 100% - All companies are incorporated in Fiji and have the same balance date as the parent entity. The financial statements of Fiji Directories Limited and the Telecom Group which include Telecom Fiji Limited and its subsidiary companies Internet Services Fiji Limited, Transtel Limited and Xceed Pasifika Limited are audited by G.Lal + Co. The financial statements of Fiji International Telecommunications Limited and its subsidiary company FINTEL Internet Services Limited are audited by KPMG. The principal activity of Amalgamated Telecom Nominees Limited (ATN) is to hold the shares of Amalgamated Telecom Holdings Limited for the qualifying employees of the ATH Group under Employee Share Option Plan. Accordingly, the financial statements of ATN are not consolidated in the consolidated financial statements. In accordance with the Employee Share Option Plan Trust Deed dated 8 October 2002 and amendments thereto, any surplus balance in the Cash Fund upon liquidation of ATN and after satisfaction of all obligations will be paid to the holding company. 62 Notes to the Financial Statements For the Year ended 31 March 2012 Entity Place of Incorporation Investment Book Value $ % Owned NOTE 31. ASSOCIATED ENTITY Amalgamated Telecom Holdings (PNG) Limited (non-operating entity) PNG Fixed line Telecom $’000 50% Mobile Telecom $’000 Other $’000 1 Elimination Consolidated $’000 $’000 NOTE 32. SEGMENT REPORTING 31 March 2012 Revenue External customer Inter-segment - operating Other revenue Total revenue 72,959 163,740 12,712 - 5,862 9,733 21,017 (36,612) 4,691 3,776 122 8,745 83,512 177,24933,851 (27,867) 249,411 17,334 266,745 Results Depreciation and amortisation 33,237 22,918 1,197 - 57,352 Finance cost/(income) 5,767 2,126 (2,490) - 5,403 Direct and other expenditure 52,934 114,131 8,314 (17,237) 158,142 Segment profit before tax (8,426) 38,07426,830 (10,630) 45,848 Operating assets Operating liabilities Other disclosures Capital expenditure 31 March 2011 Revenue External customer Inter-segment – operating Other revenue Total revenue 229,774 189,008332,122 (232,065) 137,957 99,50661,636 (51,418) 6,865 20,472 362 - 78,215 153,238 15,615 - 13,303 11,704 16,922 (41,929) 5,575 1,600 140 - 97,093 166,54232,677 (41,929) 518,839 247,681 27,699 247,068 7,315 254,383 Results Depreciation and amortisation 34,914 21,161 1,173 - 57,248 Redundancy costs 611 - - - 611 Finance cost/(income) 4,740 1,925 (2,533) - 4,132 Direct and other expenditure 56,976 105,459 15,040 (17,726) 159,749 Segment profit before tax (148) 37,99718,997 (24,203) 32,643 Operating assets Operating liabilities Other disclosures Capital expenditure 265,360 186,900272,555 (220,761) 161,492 108,38150,078 (56,674) 38,957 63 31,999 2,420 - 504,054 263,277 73,376 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 33. PRINCIPAL ACTIVITIES The principal activities of the company during the year were that of investments and provision of management services. The principal activities of the subsidiary entities during the year were providing telecommunication services and telephone equipment, compilation and publishing of the Fiji telephone directory, provision of internet connection and internet related services, operation of a mobile telecommunications network, provision of pre-paid telephony services, provision of mobile phone money transfer service, managing PAYECOMM products, sale of ICT equipment and solutions, and development of a technology park including call centres, data warehouse and processing centres. On 15 March 2012, the company acquired 49% shareholding in Fiji International Telecommunications Limited (“FINTEL”), an entity that provides international telecommunication facilities into and out of Fiji. While the company owns 49% in FINTEL, the company also manages the 51% shareholding of the Government of Fiji in FINTEL in accordance with a management agreement. The results of FINTEL have been incorporated in the consolidated financial statements from the date of acquisition. Effective from 1 April 2011, Telecom Fiji Limited acquired from Xceed Pasifika Limited, the existing business of sale and service of office and computer equipment together with business assets and liabilities. There were no significant changes in the nature of these activities during the financial year. NOTE 34. SIGNIFICANT EVENTS DURING THE YEAR During the year: (i) On 15 March 2012, the company acquired 49% shareholding in FINTEL for a consideration of $18.6 million; (ii) TFL restructured its borrowings with the FNPF. TFL obtained a loan of $30 million from ANZ Bank from which $10 million was utilised for capital expenditure of the company and $20 million was utilised to repay the loan from FNPF. Accordingly, prior year loans from FNPF of $80 million was reduced to $60 million and loans at various interest rates that made up this $60 million was combined as one loan with new terms and conditions; (iii) Restructuring of the Telecom Fiji group was undertaken and commercial operations from Xceed Pasifika Limited (subsidiary) was transferred to TFL effective 1 April 2011. As a result, TFL acquired from Xceed Pasifika Limited the existing business of retailing computer equipments together with business assets and liabilities; (iv) Telecom Fiji Limited started operating its USA link via Southern Cross Cables; (v) The Fiji Commerce Commission made a final determination on 7 November 2011 in relation to price controls of interconnection services of Telecom Fiji Limited; and (vi) On 27 May 2009, the National High Court of Papua New Guinea issued an order of judgment in favour of the associate entity, Amalgamated Telecom Holdings (PNG) Limited, Steamships Trading Limited and the company. The judgment was against the Independent State of Papua New Guinea 64 Notes to the Financial Statements For the Year ended 31 March 2012 NOTE 34. SIGNIFICANT EVENTS DURING THE YEAR - continued The litigation related to the share acquisition agreement entered between the Independent Public Business Corporation of PNG and Amalgamated Telecom Holdings (PNG) Limited. Under the terms of the share acquisition agreement, Amalgamated Telecom Holdings (PNG) Limited was to acquire 50.1% of the shares in Telikom PNG Limited. However, due to the non performance of the contract by the Independent Public Business Corporation of PNG, the sale of Telikom PNG Limited shares to Amalgamated Telecom Holdings (PNG) Limited did not proceed. At 31 March 2012, no settlement has been received by the company. However, the company received an offer for an out of court settlement for consideration. NOTE 35. EVENTS SUBSEQUENT TO BALANCE DATE Subsequent to balance date, (i) TFL has restructured its total borrowings. As part of the restructure, a further loan from Fiji National Provident Fund was obtained to settle the loan that was acquired from ANZ Bank during the financial year; and (ii) The directors and management are reviewing ATH Call Centre’s profitability with a view of finding the best option moving forward. A decision was made to roll back Call Centre’s operations to TFL (the company’s only customer) including staff and assets. The plan is to transfer the assets at their carrying amounts. A definite of transfer has yet to be confirmed. Apart from the matters noted above, no other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the group or any company in the group, the results of those operations, or the state of affairs of the group or any company in the group in future financial years. 65 South Pacific Stock Exchange - Listing Requirements 1. Statement of interest (direct and indirect) of each director in the share capital of the company as at 31 March 2012: Directors 2. Direct Interest (Number of Shares) Indirect Interest (Number of Shares) Shareholding of those persons holding the 20 largest blocks of shares: Shareholders No. Of Shares Fiji National Provident Fund 245,960,597 Republic of Fiji Islands 145,932,209 Unit Trust of Fiji 8,618,087 Fijians Trust Fund 5,000,000 Amalgamated Telecom Nominees Limited 4,700,193 Fiji National Provident Fund Nominees Limited 2,070,941 Yasana Holdings Limited 2,077,237 Fijian Holdings Limited 1,000,000 Guardian Trustees Limited – Fijian Holdings Trust Fund 3. 346,326 Banaban Trust Fund board 200,000 Colonial Fiji Life Limited 180,324 Dominion Insurance Limited 179,814 FHL Securities Limited 131,205 JP Bayly Trust 111,500 RFMF Army Medical Scheme 100,000 Nakuruvakarua Company Limited 100,000 Yatu Lau Company Limited 100,000 Naitasiri Provincial Council 94,350 Lomaiviti Provincial Council 94,340 Distribution of share holding under Section 6.31(v): Holding Less than 500 shares 4. 613,727 Kiran Lata Kumar No. of Holders Total % Holding 13 0.00 500 to 5,000 shares 698 0.77 5,001 to 10,000 shares 102 0.20 10,001 to 20,000 shares 41 0.16 20,001 to 30,000 shares 11 0.07 30,001 to 40,000 shares 2 0.01 40,001 to 50,000 shares 15 0.18 50,001 to 100,000 shares 12 0.24 100,001 to 1,000,000 shares 8 0.65 Over 1,000,000 shares 7 97.72 Total 909 100% Mr Ajith Kodagoda has waived emolument due to him on his appointment as Chairman of the Board of Directors on 18 August 2010. 66 173,473 - FINTEL 17 Transtel Limited - Xceed Pasifika Ltd 4,070 67 - - - 284 14 170 - - - 2,419 194 4,167 137,729 84,839 Operating liabilities Shareholders’ equity 89,502 99,506 189,008 30,983 38,807 2,855 41,662 - 4,046 225 4,271 (128) -298 2,931 4 2,935 - 1,973 2,520 4,493 1,076 - 3,091 Share Register Amalgamated Telecom Holdings Limited, Harbour Front Building, Rodwell Road, Suva 222,568 Operating assets 6. (11,923) 95,265146,266 (excluding dividends) after income tax Net (loss) / profit (benefit) - 903 ATH Call Centre Ltd - 21 - - - - 2,903 Pacific Emerging Technologies Ltd (3,615) (77) 1,071 1,433 (604) 3,848 3,244 (387) 24 1,635 1,013 2,648 (993) 3,896 - (8) 3,198 682 2,903 - 77 1,290 - 2,504 - 273 903 1,017 - 56 - - - 3,615 3,779 7,091-- -508 Finance cost/(income) 5,766 2,126-- -(30) 114,131 52,275 Other expenses 83,342177,249 33,44522,918 Income tax expense/ - Fiji DirectoInternet ATH Techries Ltd Services Fiji nology Park Ltd Ltd 4,537 3,776 - 153- 97 --- - 78,805 Vodafone Fiji Ltd amortization Depreciation and dividends) revenue (excluding Other operating Sales revenue Telecom Fiji Ltd Disclosure on the trading results of each subsidiary under Section 6.31(viii): (Amount in $’000) 5. South Pacific Stock Exchange - Listing Requirements EBIT 36,775 68 $0.75 $0.89 $0.65 Market price per share Maximum market price per share Minimum market price per share Dividend Yield 4.0% 18.8 times $0.59 Price Earnings ratio $0.04 $0.03 Dividend per share Net Tangible Asset per share 3.4% 89 times $0.88 $1.01 $0.89 $0.51 73,376 27,699 Capital expenditure 76,082 78,949 8.9 times 30.0% 102,493 0.46 times Net cash flow from operating activities 9.5 times 24.0% Interest cover 85,098 Net Debt 0.77 times 3.50% 504,054 518,839 6.5% 2.1% 1.0 cents 4,142 7.2% 4.0 cents 18,362 94,023 51,251 108,603 Gearing Current Ratio Return on assets Total Assets Return on equity Earnings per share Net Earnings EBITDA 247,068 249,411 For the 12 months ended 31 March 2011 ($’000) 5% 27.8 times * * $1.00 $0.58 $0.07 63,920 72,340 15.2 times 26.3% 87,883 0.50 times 5.1% 508,137 7.2% 3.6 cents 15,382 80,500 32,136 254,783 For the 12 months ended 31 March 2010 ($’000) 6.9% 14.7 times * * $1.16 $0.57 $0.09 69,489 62,201 * 22.3% 69,204 0.68 times 18.3% 502,410 15.2% 7.9 cents 33,144 116,830 72,768 284,214 For the 12 months ended 31 March 2009 ($’000) 9.9% 8.3 times * * $0.91 $0.56 $0.07 53,184 94,196 * 4.9% 12,120 0.58 times 26.3% 415,554 21.4% 10.9 cents 46,149 130,735 88,083 269,597 For the 12 months ended 31 March 2008 ($’000) 7.1% 8.6 times * * $0.84 $0.53 $0.06 82,311 119,786 * 9.6% 23,579 0.67 times 22.4% 424,619 19.9% 9.8 cents 41,276 125,523 71,570 257,361 For the 12 months ended 31 March 2007 ($’000) 6.0% 12.0 times * * $1.00 $0.49 $0.06 34,292 99,483 * 12.1% 25,003 1.10 times 25.2% 424,173 17.9% 8.3 cents 34,932 122,825 70,416 237,786 For the 12 months ended 31 March 2006 ($’000) 6.0% 17.2 times * * $1.00 $0.47 $0.06 32,721 89,750 164.1 times 22.4% 44,144 1.15 times 18.1% 405,623 13.2% 5.8 cents 24,576 88,136 52,527 222,402 For the 12 months ended 31 March 2005 ($’000) 5.8% 10.1 times * * $1.03 $0.47 $0.05 30,804 75,089 48.9 times 25.0% 49,799 0.81 times 22.7% 384,245 22.9% 10.2 cents 42,852 89,540 65,430 203,070 For the 12 months ended 31 March 2004 ($’000) 4.4% 11.2 times * * $1.11 $0.42 $0.06 44,619 76,360 90.6 times 21.8% 38,983 1.12 times 24.7% 325,907 24.9% 9.9 cents 42,070 91,156 68,234 195,538 For the 12 months ended 31 March 2003 ($’000) 7. Operating Revenue For the 12 months ended 31 March 2012 ($’000) South Pacific Stock Exchange - Listing Requirements Group Consolidated Ten Years Financial Performance AMALGAMATED TELECOM HOLDINGS LIMITED 2nd Floor, Harbour Front Rodwell Road P.O.Box 11643 Suva Phone: (679) 330 8700 Fax: (679) 330 8044 Website: www.ath.com.fj SUBSIDIARY COMPANIES Telecom Fiji Limited Ganilau House Edward Street Private Mail Bag Suva Phone (679) 3304019 Fax (679) 3001765 Website: www.TelecomFiji.com.fj Transtel Limited Fifth Floor, Telecom New Wing Building Edward Street Private Mail Bag Suva Phone (679) 3210528, 3210556 Fax (679) 3310153 Website: www.transtel.com.fj Vodafone Fiji Limited 168 Princes Road, Tamavua Private Mail Bag Suva Phone (679) 3312000 Fax (679) 3312007 Website: www.vodafone.com.fj Xceed Pasifika Limited Fifth Floor Telecom New Wing Building Edward Street Private Mail Bag Suva Phone (679) 3216000 Fax (679) 3216098 Website: www.xceed.com.fj Fiji Directories Limited Third and Fourth Floors, Telecom New Wing Building Edward Street P O Box 16059 Suva Phone (679) 3311000 Fax (679) 3300004 Website: www.yellowpages.com.fj ATH Call Centre Limited (ATH InTouch) Garden City, Raiwai P O Box 5040 Raiwaqa Phone (679) 3310333 Fax (679) 112244 Internet Services Fiji Limited (Connect) Level 4 Ganilau House Private Mail Bag, Suva Phone (679) 3300100 Fax (679) 3306269 Website: www.connect.com.fj Pacific Emerging Technologies Limited Level 4 General Post Office Building Edward Street Suva P O Box U43, USP, Suva Phone (679) 3310025 Fax (679) 3310021 Fiji International Telecommunications Limited Mercury House 158 Victoria Parade P O Box 59 Suva Phone (679) 3312933 Fax (679) 3300750