Table Of CONTeNTS
2
Group Structure
3
Corporate Profile
4
Group Executive Chairman’s Statement
7
Executive Directors
9
Non-Executive Directors
10 Senior Management
15 Corporate Information
16 Corporate Governance
24 Directors’ Report & Audited Financial Statements
81 Statistics of shareholdings
83 Notice of Annual General Meeting
87 Proxy Form
1ANNUAL REPORT 2014
Group
STRUCTURe
Ossia International Limited
W.O.G. World of Golf Pte. Ltd.
100%
Alstyle Marketingm Sdn. Bhd.
100%
Great Alps Industry Co., Ltd.
100%
Alstyle International (M) Sdn. Bhd.
100%
Ossia World of Golf (M) Sdn. Bhd.
100%
Alstyle Fashion Sdn. Bhd.
100%
Pacific Leisure (Australia) Pty. Ltd.
100%
Alstyle International Resources Sdn. Bhd.
61%
Ossia (HK) Company Limited
85%
U.S.U.S. Marketing Sdn. Bhd.
100%
Harvey Norman Ossia (Asia) Pte. Ltd.
40%
O.F. Marketing Sdn. Bhd.
100%
Pertama Holdings Pte. Ltd.
49.4%
O.F. Active Sdn. Bhd.
100%
Ossia Marketing Sdn. Bhd.
100%
Decorion Sdn. Bhd.
100%
2ANNUAL REPORT 2014
Corporate
PROfIle
OVERVIEW
Established in 1982, Ossia has grown from a footwear manufacturer to a leading regional distributor and retailer of lifestyle products in fashion apparel,
bags, footwear, sporting goods and golf in the Asia Pacific region. Listed on the main board of Singapore Exchange Securities Trading Limited (SGX-ST)
on 20 November 1996, Ossia has gained strong presence in 4 key regional markets namely Singapore, Malaysia, Taiwan and Hong Kong.
The Group has subsidiaries in these 4 regional markets with a distribution network of more than 1,400 channels/outlets, spanning 50 cities across the
Asia Pacific region. We have more than 40 specialty stores, more than 101 shop-in-shop, 4 franchise stores and 8 consignment counters in fashion
apparel, bags, footwear and golf products.
The Group also holds an effective 19.8% stake in Pertama Holdings Pte. Ltd., a leading retailer of consumer electronics and home furnishings under
Harvey Norman brand of retail stores in Singapore and Malaysia.
Today, the Group has exclusive distribution, licensee and franchise rights of over 40 well-known international brands as follows:
Fashion apparels: Affliction, Springfield, Elle, Elle Petite, 7 For All Mankind, Okaidi & Obaibi, Promod.
Bags
:
Tumi, Hedgren, Elle Active, Acegene, MLB, Arnold Palmer, Kangol, Benetton, Sisley, Paul Frank.
Footwear :
Camper, Elle, Keds, Sperry Top Sider, Montrail, Thorlos.
Sport
:
Columbia, Prince, Fischer, AND 1, Spank, K-Swiss, Slazenger, Elle Active, Elle Sports, Mountain Hardwear.
Golf
:
Bridgestone, Tourstage, Precept, Paradiso, Newing, Reygrande, PRGR, Kasco, Head, SeeMore, Rife,
Hi-Tec, Callaway, LoudMouth, Advanz Golf, Fidra, Druh, Alberto Golf.
3ANNUAL REPORT 2014
Group Executive
Chairman’s
STaTeMeNT
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the Annual Report of the
Group for the financial year ended 31 March 2014 (“FY2014”).
Below are some highlights on the performance of the Group for the financial year ended
31 March 2014.
Financial Review
The Group’s revenue decreased by 26.4% to $55.4 million during 12-month period from
1 Apr 2013 to 31 Mar 2014 (‘12M2014”) as compared to last corresponding 15-month
period from 1 Jan 2012 to 31 Mar 2013 (‘15M2013”). The decline in revenue was mainly
contributed by one of the Group’s subsidiaries which had ceased operation since Sept
2012 and weakened retail sales.
The gross profit margin reduced from 52.0% to 50.6%. The gross margin was lower as
compared to the 15M2013 due to higher promotional discounts and markdowns given
on the past season merchandise.
Other operating income remained fairly constant.
Distribution costs decreased by 27.0% to $9.0 million as compared to 15M2013. The
decrease in distribution costs was mainly due to the change in financial year end and
therefore the inclusion of 3 months’ distribution costs from Jan 2013 to Mar 2013 in last
corresponding period.
Administrative expenses recorded for the current 12M 2014 period was comparable to
the corresponding period 15M2013. This was because the current period administration
expenses included the followings: namely the impairment loss of property, plant and
equipment, write off of property, plant and equipment, penalties paid to principal and
landlord totaling to $2.7 million.
The Group’s share of results of the associated company reduced from a profit of $1.3
million to a loss of $0.8 million due to poorer results of the associated company.
Net loss attributable to owners of the Company was $9.1 million in 12M2014 as
compared to $$4.6 million in 15M2013.
Balance Sheet Review
The Group / Company’s inventories reduced by $2.9 million and $2.4 million respectively
as compared to 31 March 2013. The reduction in inventories was mainly due to better
control over the purchases of inventory and allowance for stock absolescences.
The Company’s trade and other receivable reduced by $3.6 million as compared to 31
March 2013 was mainly due to improved collections.
The Group’s investment in associated company increased mainly due to share of
associated company’s revaluation reserve.
The Group / Company’s trade and other payables decreased due to repayment during
the financial year.
The Group / Company’s bill payables decreased due to repayment of bill payables and
decrease in purchases during the financial year.
4ANNUAL REPORT 2014
The Group’s borrowings increased by $4.9 million mainly due to an increase in drawdown of banking facilities to meet working capital requirements.
The Group’s revaluation reserve increased by $2.8 million due to an increase in its
share of associated company’s revaluation reserve.
Moving Forward
The retail climate conditions remain sluggish and competition intensified. The Group
will continue to focus on its core business, improve operational efficiency and cost
management to stay competitive.
Note of Appreciation
I would like to express my sincere appreciation to my fellow Directors, management
team and all employees for their dedication and commitment to the group and to our
valued customers and business associates for their invaluable support.
Mr Goh Ching Wah, George
Group Executive Chairman
5ANNUAL REPORT 2014
Executive
DIReCTORS
MR GOH CHING WAH, GEORGE
Group Executive Chairman
He (Age: 55) was appointed as Director on 1 September 1990 and
re-designated as GROUP EXECUTIVE CHAIRMAN on 7 July 2009.
He is the Group Executive Chairman of our related company, Internet
Technology Group Limited (ITG) and an Executive Director of our related
company, VGO Corporation Limited (VGO). Mr George Goh and his
brothers (Messrs Goh Ching Huat, Steven and Goh Ching Lai, Joe) are
experienced entrepreneurs who had co-founded the Group, the ITG
Group and VGO Group. He is also the Deputy Chairperson and a NonExecutive Director of Pertama Holdings Pte. Ltd. trading under the name
of “Harvey Norman”, which retails electrical, computer, furniture and
household products. George, together with his two brothers, was the
winner of the 1994 Rotary-ASME Entrepreneur Award. George and his
two brothers have 32 years of experience in distribution and retailing of
lifestyle products in footwear, fashion apparel, sporting goods, golf, bags
and accessories under the Group and also retailing sporting goods under
World of Sports, Mizuno, Columbia and Outdoors.
Mr. George Goh is responsible for overall Group direction, strategic
planning and business development. He is a member of the Nominating
Committee for the Group.
MR GOH CHING HUAT, STEVEN
Chief Executive Officer / Executive Director
He (Age: 49) was appointed as Director on 1 September 1990 and redesignated as EXECUTIVE DIRECTOR on 1 July 2006. He is the Chief
Executive Officer / Group Executive Chairman of our related company,
VGO and an Executive Director of our related company, ITG. Steven,
together with his two brothers, was the winner of the 1994 Rotary-ASME
Entrepreneur Award. Steven and his two brothers have 32 years of
experience in distribution and retailing of lifestyle products in footwear,
fashion apparel, sporting goods, golf, bags and accessories under the
Group and also retailing sporting goods under World of Sports, Mizuno,
Columbia and Outdoors.
Mr. Steven Goh is jointly responsible for overall management of the Group
and businesses.
7ANNUAL REPORT 2014
Non-Executive
DIReCTORS
MR GOH CHING LAI, JOE
for the Asia Pacific region. In this capacity, he was responsible for sales
Non-Independent / Non-Executive Director
and marketing of Prince sports products throughout Asia Pacific.
He (Age: 54) was appointed as Director on 1 September 1990 and redesignated as NON-EXECUTIVE DIRECTOR on 1 May 2009. He is also
the Non-Executive Director of our related companies, VGO and ITG. Goh
brothers were the winner of the 1994 Rotary-ASME Entrepreneur Award.
Their business interests range from distribution, retailing and technology
investments to property development in the Asia Pacific region. He is a
Non-Executive Director of Pertama Holdings Pte. Ltd., trading under the
name of “Harvey Norman”, which retails electrical, computer, furniture
and household products. Mr. Joe Goh and his two brothers have 32 years
of experience in distribution and retailing of lifestyle products in footwear,
fashion apparel, sporting goods, golf, bags and accessories. Besides
being a member of the Nominating Committee for the Group, he is also
Previously he was the General Manager and then the Managing Director
of LEGO Australia Pty Ltd. Mr Brown was the winner of United Kingdom
State Scholarship and holds a Bachelor of Science degree in Economics
from the London School of Economics (London University). Besides
being a member of the Audit Committee, Remuneration Committee
and Chairman of the Nominating Committee for the Group, Mr Brown
is also the Independent Director and member of the Audit Committees,
Remuneration Committees and Nominating Committees for ITG and
VGO.
MS MAE HENG SU-LING
Independent / Non-Executive Director
a member of the Audit, Remuneration and Nominating Committees of
She (Age: 43) was appointed on 27 April 2010 as an INDEPENDENT/
Pertama Holdings Pte. Ltd. .
NON-EXECUTIVE DIRECTOR. Ms Mae is a member of the Audit
Committee, Nominating Committee and Chairman of the Remuneration
MR WONG KING KHENG
Committee for the Group. Ms Mae has over 18 years of experience in an
Independent / Non-Executive Director
audit, corporate finance and business advisory environment with Ernst &
He (Age: 61) was appointed on 28 October 1996 as an INDEPENDENT /
NON-EXECUTIVE DIRECTOR. Mr Wong is presently the Managing Partner
of KK Wong and Associates, a public accounting firm in Singapore which
he founded in 2000. In addition, he is also the Managing Director of Soh
& Wong Management Consultants Pte Ltd which provides consulting
services for regional tax planning, merger and acquisition, strategic business
Young Singapore. She graduated with a Bachelor of Accountancy from
Nanyang Technological University, Singapore in 1991 and is a Chartered
Accountant with the Institute of Singapore Chartered Accountants. She is
an independent non-executive director of Asiatravel.com holding Ltd and
Apex Healthcare Berhad and holds directorships in her family-owned
investment holding companies.
plans and advices on initial public offering services including restructuring,
feasibility studies, recruitment, profit forecasts and financial restructuring.
He was the founder and Managing Partner of Soh, Wong & Partners, a
public accounting firm, from 1989 to 2000. Prior to that, he was an audit
manager in an international accounting firm which gave him extensive
exposure in the fields of auditing, tax planning, management consulting and
public listing consulting. He is a Chartered Accountant with the Institute of
Singapore Chartered Accountants. Besides being the Chairman of the Audit
Committee, member of the Remuneration Committee and the Nominating
Committee for the Group, Mr Wong also holds directorships in Tiong Woon
Corporation Holding Limited, ITG and VGO.
MR ANTHONY CLIFFORD BROWN
Independent / Non-Executive Director
He (Age: 74) was appointed on 25 May 2002 as an INDEPENDENT /
NON-EXECUTIVE DIRECTOR. Mr Brown was formerly the Vice President
and General Manager of Prince Sports Group of United States of America
9ANNUAL REPORT 2014
Senior
MaNaGeMeNT
(SINGAPORE)
Head Quarter
MS TAN SEOH LAY
MS SOH LEA CHEN
Chief Operating Officer
Senior General Manager
Ms Tan is the Chief Operating Officer of Ossia International Limited
Ms Soh joined the group as Senior General Manager in June 2012. She
(“Ossia”). She joined the Company as General Manager in January
oversees the overall retail and wholesale operations, branding, marketing
1997 and subsequently transferred to VGO Corporation Limited, an
and merchandising in the Golf division in Singapore. She graduated with
affiliated company of Ossia in October 2002 and was promoted to Chief
a Bachelor of Business in Accountancy from Royal Melbourne Institute of
Operating Officer to manage both the retail and wholesale divisions. On
Technology University in 2002. Ms Soh had held management positions
1 March 2010, she was transferred back to Ossia International Limited
in the fashion, beauty and spa industries in the last 13 years.
as the Chief Operating Officer. Prior to that, Ms Tan was the Group Sale
and Marketing Manager of Sportech where she successfully negotiated
with The Walt Disney and S. League for licensing projects in its kids’
MS TAM HUEY CHYUN, TAMMY
swimwear and sportswear divisions. She was previously the Assistant
Corporate Finance Manager
Membership Manager of Automobile Association of Singapore and a
Market Researcher with Rothmans of Pall Mall.
Ms Tam is the Corporate Finance Manager of the Group. She oversees
the overall accounting functions, tax, treasury, SGX financial reporting,
Ms Tan possesses more than 22 years of business development and
and management reporting and corporate finance of our Group. Prior
marketing experiences in senior management capacity.
to joining us, Ms Tam has spent the last 15 years in various Singapore
Ms Tan holds a Master of Business Administration from the Birmingham
listed companies. She holds a Bachelor of Commerce in Accounting
University, United Kingdom and is a Graduate Member of Chartered
and Finance from Murdoch University, Western Australia and currently
Institute of Marketing (UK), Institute of Administrative Management (UK)
a Chartered Accountant with the Institute of Singapore Chartered
and an associate member of Marketing Institute of Singapore (MIS).
Accountants.
DR CHRISTINA LIANG-BOGUSEZWICZ
Senior General Manager
Dr Liang-Bogusezwicz is the Senior General Manager for Luxury,
Lifestyle and Fashion Division for both Singapore and Malaysia. Dr
Christina Liang-Boguszewicz has more than 18 years of professional
experience in luxury, lifestyle and corporate environment. She
holds a vast of portfolios from celebrity coaching, management
consultancy, client-investor relations, human resource to public relations
management.
Dr Liang-Bogusezwicz is responsible for the over-all growth, strategic
development and implementation, operations, branding, marketing
and merchandising for the entire luxury, lifestyle and fashion division for
Singapore and Malaysia
Dr Liang-Bogusezwicz holds a Doctorate of Business Administration in
Management
10
ANNUAL REPORT 2014
MS LEOW SIEW PHAIk
Corporate Internal Auditor
Ms Leow is the Corporate Internal Auditor of Ossia International Limited.
She is responsible for conducting the internal audit of the Group and
assessing the risk management reports of the Group. Prior to joining our
Group, she was the department head of internal audit division and risk
management division in a listed company in Malaysia. She is a fellow
member of The Association of Chartered Certified Accountants (ACCA),
a member of Malaysia Institute of Accountants (MIA) and a professional
member of The Institute Of Internal Auditors Malaysia (CMIIA).
MS POLLY kAN
(MALAYSIA)
Finance and Administration Manager
Ms. Polly Kan is the Finance and Administration Manager of Ossia (HK)
MS LIM SOOk kIANG
Company Limited. She is responsible for the company accounting,
finance and administration matters with which she has acquired many
Executive Director
years relevant experience. She joined the Group in 1996. She holds a
Ms Lim is the Executive Director of Alstyle International (M) Sdn Bhd. She
Master of Business Administration from the University of Manchester in
is responsible for the product development, merchandising, marketing
the United Kingdom. She is an associate member of the Hong Kong
and distribution of apparels and accessories. She joined us as a General
Institute of Certified Public Accountants as well as a fellow member of the
Manager in 1994 and was promoted to Executive Director in 1996. She
Association of Chartered Certified Accountants.
has over 26 years of experience in retailing, merchandising, sourcing
and business development in various departmental stores and specialty
stores. Prior to joining us, she was a Group Merchandising Manager in
R.S.H. Sports (M) Sdn Bhd. She holds a Bachelor of Arts from Universiti
(TAIWAN)
Kebangsaan Malaysia.
MR HSU CHIH TUNG
MR SAW SWEE LEONG
Executive Director
Managing Director
Mr Hsu is the Managing Director of Great Alps Industry Co., Ltd. He is
brother-in-law of non-executive Director, Goh Ching Lai. He is responsible
Mr Saw is the Executive Director of Ossia World of Golf (M) Sdn Bhd.
for the product development, brand management, marketing and
He is responsible for the distribution of sporting goods, golf equipment,
distribution of bags and accessories in Taiwan. He joined us as a Brand
footwear and accessories in Malaysia. He joined the Group in 1994. Swee
Manager in 1996 and was promoted to Managing Director in 2001. Prior
Leong has over 25 years of experience in marketing and distribution of
to joining us, he was a Product Developer of E.S. Original. Alan graduated
sporting goods. Prior to joining us, he was the Manager and Company
from Ta-Ming Junior College of Commerce in 1990 with a Diploma in
Director of Sunrise Sports Sdn Bhd. Swee Leong was formerly the
Business Administration.
National Badminton Champion and represented Malaysia in all the
International Tournaments including the Thomas Cup. He was a member
of the Malaysian Thomas Team that emerged runners-up in 1977.
MS WU WAN CHUN
Finance Manager
MR LENG kOk CHEN
Financial Controller
Mr Leng is the Financial Controller of Alstyle International (M) Sdn Bhd. He
is in charge of the financial, office administration, human resource, IT and
Ms Wu joined Great Alps Industry Co., Ltd. as Finance Manager in 2013.
She graduated with Bachelor degree of Business Administration from
National Chengchi University in Taiwan. She has over 11 years relevant
experience in retail industry . Prior to joining us, she was an Assistant
Finance Controller in a Hong Kong listed company.
warehouse of the company. He joined the Group in 2003. Prior to joining
us, he has acquired many years of experience in several organisations in
the retail industry such as Parkson Corporation Sdn Bhd, Apcot (M) Sdn
Bhd etc. He is a member of the Malaysia Institute of Accountants.
(HONG KONG)
MR WONG kIN SHING
Managing Director
Mr Wong is the Managing Director of Ossia (HK) Company Limited. He
is responsible for the marketing and distribution of sporting goods, golf
equipment, footwear and accessories in Hong Kong and Macau. He
joined the Group in 1994. Simon has more than 26 years of experience
in marketing and distribution of lifestyle sporting goods, footwear, golf
equipment, apparel and accessories. Prior to joining us, he was the
General Manager of Sovereign Sports Ltd.
11
ANNUAL REPORT 2014
Corporate
INfORMaTION
BOARD OF DIRECTORS
Goh Ching Wah (Chairman)
Goh Ching Huat
Goh Ching Lai
Wong King Kheng
Anthony Clifford Brown
Heng Su-Ling, Mae
AUDIT COMMITTEE
Wong King Kheng (Chairman)
Anthony Clifford Brown
Heng Su-Ling, Mae
NOMINATING COMMITTEE
Anthony Clifford Brown (Chairman)
Wong King Kheng
Heng Su-Ling, Mae
Goh Ching Wah
Goh Ching Lai
AUDITORS
Ernst & Young
One raffles Quay
North Tower, Level 18
Singapore 048583
PARTNER-IN-CHARGE
Terry Wee Hiang Bing
Appointed since financial year ended
31 March 2014
BANkERS
Bank of China Limited
CIMB Bank Berhad
DBS Bank Limited
Malayan Banking Berhad
RHB Bank Berhad
Standard & Chartered Bank
United Overseas Bank Limited
UBS AG
REMUNERATION COMMITTEE
Heng Su-Ling, Mae (Chairman)
Anthony Clifford Brown
Wong King Kheng
COMPANY SECRETARIES
Lotus Isabella Lim Mei Hua, FCIS
Lee Bee Fong, ACIS
REGISTERED OFFICE
No. 10 Changi South Lane
#07-01
Singapore 486162
Tel: 6543 1133
Fax: 6543 5801
SHARE REGISTRAR
Tricor Barbinder Share
Registration Services
(A division of Tricor Singapore Pte. Ltd)
80 Robinson Road #02 - 00
Singapore 068898
15
ANNUAL REPORT 2014
Corporate
GOVeRNaNCe
The Board of Directors (the “Board”) of Ossia International Limited (the “Company”) is committed to maintaining a high standard of corporate
governance. Good corporate governance establishes and maintains an ethical environment and enhances the interests of all shareholders. This report
describes the Company’s corporate governance processes and structures with specific reference made to the principles and guidelines of the Code
of Corporate Governance 2012 (the ‘Code”).
Board of Directors
Principle 1 : Board’s Conduct of Affairs
The Company is headed by an effective Board to lead and control its operations and affairs for the success of the Company.
The primary function of the Board is to protect and enhance long-term value and returns for its shareholders. Apart from its statutory responsibilities,
the Board sets the overall strategy of the Company and its subsidiaries (the “Group”) as well as review various matters including major funding and
investments proposal, material acquisitions and disposal of assets, key operational initiatives and financial controls, the release of the Group’s quarterly
and full year results and interested persons transaction of a material nature.
The Board conducts scheduled meetings on a quarterly basis to coincide with the announcement of the Group’s quarterly results. Ad-hoc Board
meetings are convened as and when they are deemed necessary in between scheduled meetings. When a physical Board meeting is not possible,
timely communication with members of the Board can be achieved through electronic means.
In the course of the year under review, the number of Board meetings held and the attendance of each board member at the meetings during the
financial year were as follows:
Name of director
Number of Board
meetings held
Attendance
Goh Ching Wah (Chairman)
4
4
Goh Ching Huat
4
4
Goh Ching Lai
4
4
Wong King Kheng
4
4
Anthony Clifford Brown*
4
4
Heng Su-Ling, Mae
4
4
*Some of the meetings attended via tele-conference.
To assist in the execution of its responsibilities, the Board has established an Audit Committee, Nominating Committee and Remuneration Committee.
These committees function within clearly defined terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness
of each committee is also monitored.
An orientation programme, including site visit to the Company’s operation outlets, is organised for new directors to familiarise them with the Company’s
business, operations, organisation structure and corporate policies. They are briefed on the Company’s corporate governance practices, regulatory
regime and their duties as directors.
Board members are encouraged to attend seminars and receive training to enable them to carry out their duties to perform effectively as Directors.
All Directors are updated regularly concerning any changes in the Company’s policies, risks management, key changes in the relevant regulatory
requirements and accounting standards. The Company also provides ongoing education on Board processes, governance and best practices. Newly
appointed Directors are briefed by the Management on the business activities of the Group and its strategic directions. They are also provided with
relevant information on the Company’s policies and procedures.
Matters Requiring Board Approval
The Board has identified a number of areas for which the Board has direct responsibility for decision-making. Interested Persons Transactions and the
Group’s internal control procedures are also reviewed by the Board. Major investments and funding decisions are approved by the Board.
The Board will also meet to consider the following corporate matters:• Approval of quarterly and year end result announcements;
• Approval of the Annual Reports and Accounts;
16
ANNUAL REPORT 2014
• Convening of Shareholder’s Meetings
• Approval of Corporate Strategies; and
• Material Acquisitions and disposal of assets
Principle 2 : Board Composition and Guidance
The Board consists of six directors of whom two are executive, three are independent directors and one is non-executive and non-independent.
The criteria for independence is based on the definition as stated in the Code. The Board considers an “independent” director as one who has no
relationship with the Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the
director’s independent judgment of the conduct of the Group’s affairs.
Based on its composition, the Board is able to exercise objective judgment on corporate affairs. The composition of the Board is reviewed annually
by the Nominating Committee to ensure that the Board has an appropriate mix of expertise, experience and independence needed to discharge its
duties effectively.
Mr Wong King Kheng and Mr Anthony Clifford Brown have both served as Independent Directors for more than 9 years. The Board has carried out a
rigorous review of their independence status. The Board’s view is that Mr Wong King Kheng and Mr Anthony Clifford Brown continue to demonstrate
the ability to exercise strong independent judgement in their deliberations and to act in the best interests of the Company, and that their length of
service has not affected their independence from management. Mr Wong King Kheng and Mr Anthony Clifford Brown continues to express views,
debate issues and objectively and actively scrutinize and challenge management. After taking into account all these factors and having weighted the
need for Board refreshment against tenure for relative benefit, the Nominating Committee and the Board has reviewed and determined that Mr Wong
King Kheng and Mr Anthony Clifford Brown continue as Independent Directors, notwithstanding that their service has been for more than nine years.
The Board comprises an appropriate mix of businessman and professional with core competencies and diversity of experience, all of whom as a group,
provides the Board with the necessary experience and expertise to direct and lead the Group. The diversity of the Directors’ experience allows for the
useful exchange of ideas and views. The Board is satisfied that no individual member of the Board dominates the Board’s decision making and that
there is sufficient accountability and capacity for independent decision-making. Taking into account the scope and nature of operations of the Group,
the Board considers its current size to be adequate for effective decision making.
Principle 3 : Group Executive Chairman and Chief Executive Officer (“CEO”)
The Chairman and CEO are two separate individuals who are brothers and who are both executive directors of the Company.
The Group Executive Chairman (“GEC”) is Mr Goh Ching Wah, who bears the primary responsibility for Board proceedings. Together with the
assistance of Company Secretaries, he schedules Board meetings as and when required and exercise control over the quality, quantity and timeliness
of information flow between the Board and the Management. He is also responsible for overall Group direction, strategic planning and business
development.
Mr Goh Ching Huat, being Executive Director and CEO is the most senior executive in the Group. He is responsible for the day-to-day running of the
Group and supervises the business operations with the Management. He is jointly responsible for overall management of the Group and businesses.
All major decisions made by GEC and CEO are reviewed by the Audit Committee. Their performance and appointment to the Board are being reviewed
periodically by the Nominating Committee and their remuneration package is being reviewed periodically by the Remuneration Committee. Both the
Nominating Committee and the Remuneration Committee comprise a majority of/wholly of independent directors of the Company. As such, the Board
believes that there are adequate safeguards in place against an uneven concentration of power and authority on a single individual.
Nominating Committee (“NC”)
Principle 4 : Board Membership
The Nominating Committee was established on 25 May 2002. The NC is chaired by Mr Anthony Clifford Brown and its members are Mr Wong King
Kheng, Ms Heng Su-Ling, Mae, Mr Goh Ching Lai and Mr Goh Ching Wah. With the exception of Mr Goh Ching Lai, and Mr Goh Ching Wah, the other
three directors are Independent Directors.
The primary function of the NC is to determine the criteria for identifying candidates and reviewing nominations for the appointment of directors to
the Board and also to decide how the Board’s performance may be evaluated and propose objective performance criteria for the Board’s approval.
When a vacancy arises under any circumstance, or where it is considered that the Board would benefit from the services of a new director with
particular skills, the NC, in consultation with the Board, determines the selection criteria and identifies candidates with the appropriate expertise and
experience for the position. The NC then nominates the most suitable candidate who is only then appointed to the Board.
17
ANNUAL REPORT 2014
In addition, the NC also performs the following function:a. make recommendations to the Board on all board appointments and re-nomination of directors after taking into account the respective director’s
contributions in terms of experience, business perspective, management skills, individual expertise and pro-activeness in participation of meetings;
b. ensure that all directors would be required to submit themselves for re-nomination and re-election at regular intervals and at least once in every
three years;
c. determine annually whether a director is independent, guided by the independent guidelines contained in the Code;
d. decide whether a director is able to and has adequately carried out his duties as a director of the company in particular where the director
concerned has multiple board representations; and
e. to decide how the Board’s performance may be evaluated and propose objective performance criteria.
In determining the independence of directors annually, the NC reviewed and is of the view that Mr Anthony Clifford Brown, Mr Wong King Kheng and
Ms Heng Su-Ling, Mae are independent and that, no individual or small group of individuals dominate the Board’s decision-making process. The NC
has also reviewed and is satisfied that Mr Anthony Clifford Brown, Mr Wong King Kheng and Ms Heng Su-Ling, Mae, who sit on multiple boards,
have been able to devote adequate time and attention to the affairs of the Company to fulfil their duties as directors of the Company, in addition to
their multiple board appointments. As a general guideline, to address time commitments that may be faced, a director who holds more than 6 Board
appointments may consult the Chairman before accepting any new appointment as a director.
The number of NC meetings held and attendance at the meetings during the financial year ended 31 March 2014 were as follows:
Name of director
Appointment
No. of meetings held
Attendance
Anthony Clifford Brown (Chairman)
Independent
1
1
Wong King Kheng (Member)
Independent
1
1
Heng Su-Ling, Mae (Member)
Independent
1
1
Goh Ching Wah (Member)
Executive
1
1
Goh Ching Lai (Member)
Non-executive
1
1
Pursuant to the Article 89 of the Company’s Articles of Association, one-third of the Board (other than a director holding office as Managing Director) are
to retire from office by rotation and be subject to re-election at the Company’s Annual General Meeting (“AGM”). In addition, Article 88 of the Company’s
Articles of Association provides that a newly appointed director must retire and submit himself for re-election at the next AGM following his appointment.
Thereafter, he is subject to be re-elected at least once every 3 years. A director above 70 years of age is subject to annual re-appointment.
The NC has recommended the re-appointment of three retiring directors, namely Mr Goh Ching Lai, Ms Heng Su-Ling and Mr Anthony Clifford Brown
at the Company’s forthcoming AGM. The Board has accepted the NC’s recommendation and the three retiring directors will be offering themselves for
re-election and re-appointment respectively.
The shareholdings of the individual directors of the Company are set out on page 24 of this Annual Report. None of the directors hold shares in the
subsidiaries of the Company.
Principle 5 : Board Performance
In evaluating the Board’s performance, the NC implements a self-assessment process that requires each director to submit the assessment based
on the performance of the Board as a whole during the year under review. This self-assessment process takes into account, inter alia, the board
composition, maintenance of independence, board information, board process, board accountability, communication with top management and
standard of conduct.
Principle 6 : Access to Information
To enable the Board to fulfil its responsibilities, all directors are provided with management reports containing complete, adequate and timely information
prior to Board meetings and on an on-going basis. Detailed Board papers are prepared and provided in advance of the meetings, which set out the
relevant financial information that review the Group’s performance in the most recent quarter and other information that includes background or
explanatory information relating to the matters to be considered at the Board meetings. The directors make inquiries and request for additional
information, if needed, during the presentation.
The Board also has separate and independent access to the Company Secretaries and to other senior management executives of the Company at
all times. The Board is informed of all material events and transactions as and when they occur. Should directors, as a group or individually, require
18
ANNUAL REPORT 2014
independent professional advice, the management will, upon direction by the Board, appoint a professional advisor selected by the group or the
individual, and approved by the Chairman, to render the advice at the company’s expense.
The company secretary or her representatives attends all board meetings and works with the management staff to ensure that established procedures
and all relevant statutes and regulations which are applicable to the Company are complied with.
The Audit Committee meets with the External Auditors, Ernst & Young LLP at least once a year without the presence of management.
Remuneration Committee (“RC”)
Principle 7 : Procedure for Developing Remuneration Policies
The Remuneration Committee was formed on 25 May 2002. The RC is chaired by Ms Heng Su-Ling, Mae and its members are Mr Anthony Clifford
Brown and Mr Wong King Kheng, all of whom are directors independent of management and free from any business or other relationships, which
may materially interfere with the exercise of their independent judgement. The RC has access to expert advice in the field of executive compensation
outside the Company where required.
The number of RC meetings held and attendance at the meetings during the financial year ended 31 March 2014 were as follows:
Name of director
Appointment
No. of meetings held
Attendance
Heng Su-Ling, Mae (Chairman)
Independent
1
1
Anthony Clifford Brown (Member)
Independent
1
1
Wong King Kheng (Member)
Independent
1
1
Principle 8 : Level and Mix of Remuneration
The RC’s role is to review and approve recommendations on remuneration policies and packages for key executives and senior management. It
reviews the remuneration packages with the aim of building capable and committed management teams through competitive compensation and
focused management and progressive policies. The RC recommends to the Board’s endorsement, a framework of remuneration which covers all
aspects of remuneration including but not limited to directors’ fees, salaries, allowances, bonus, share options and benefits in kind. No director is
involved in deciding his own remuneration.
Principle 9 : Disclosure on Remuneration
The Executive Directors do not receive director’s fee. The three Executive Directors have each entered into service agreements with the Company and
their compensation consists of their salary, bonus and benefits.
The Board will on an annual basis, submit a proposal for Directors’ Fees as a lump sum for shareholders’ approval. The sum to be paid to each of the
Independent directors shall be determined by his contribution to the Company, taking into account factors such as efforts and time spent as well as his
responsibilities on the Board. Generally, directors who undertake additional duties as chairman and/or members of the Board Committees will receive
higher fees because of their additional responsibilities.
The Board will be recommending proposed Directors’ Fees amounting to S$284,500/- for the financial year ended 31 March 2014 (31 December
2013:S$355,625/-). The remuneration of each Director has been disclosed in respective bands. The board is of the opinion that given the confidentiality
of and commercial sensitivity attached to remuneration matters and to be in line with the interest of the company, the remuneration will not be disclosed
in dollar terms.
19
ANNUAL REPORT 2014
The breakdown (in percentage terms) of each Director’s remuneration for FY 2014 are as follows:-
Directors’ Fees
Salary
Bonus
Allowances &
Benefits
Total
%
%
%
%
%
Goh Ching Huat, Steven
-
89
5
6
100
Goh Ching Wah, George
-
92
5
3
100
Goh Ching Lai, Joe
100
-
-
-
100
Anthony Clifford Brown
100
-
-
-
100
Wong King Kheng
100
-
-
-
100
Foo Jong Han, Rey
100
-
-
-
100
Directors Remuneration
Executive Directors
S$250,000 to S$499,999
Non-Executive Directors
Below S$250,000
The Company has not disclosed exact details of the remuneration of its key management personnel as it is not in the best interests of the Company
and the employees to disclose such details due to the sensitive nature of such information. The annual aggregate remuneration paid to the top 5
management personnel of the Company (who are not directors or the Chief Executive Officer) for FY 2014 is S$887,034.
No termination, retirement and post-employment benefit were granted to any Director, the CEO or any top five key management personnel for the year
ended 31 March 2014.
There is no employee of the Group is an immediate family member of a director or substantial shareholder whose remuneration exceeds S$50,000 for
the year ended 31 March 2014.
Audit Committee (“AC”)
Principle 10 : Accountability and Audit
The Board is accountable to the shareholders while the management is accountable to the Board. The Board is mindful of the obligation to provide
timely and fair disclosure of material information, and avoids selective disclosure.
Principle 11 : Audit Committee
The Audit Committee is chaired by Mr Wong King Kheng and its members are Mr Anthony Clifford Brown and Ms Heng Su-Ling, Mae. All three
members are independent of the Company, who bring with them invaluable managerial and professional expertise in the financial, legal and business
management spheres.
The number of AC meetings held and attendance at the meetings during the financial year ended 31 March 2014 were as follows:
Name of director
Appointment
No. of meetings held
Attendance
Wong King Kheng (Chairman)
Independent
4
4
Anthony Clifford Brown (Member)*
Independent
4
4
Heng Su-Ling, Mac (Member)
Independent
4
4
*Some of the meetings attended via tele-conference.
The AC reviewed the following, where relevant, with the executive directors, and the external auditors:
a. review with the external and internal auditors the audit plan, their evaluation of the system of internal controls, their audit report, their management
letter and the management’s response;
b. review the quarterly and annual financial statements and balance sheets and income statements before submission to the Board for approval,
focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going
concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements;
20
ANNUAL REPORT 2014
c. review the internal control and procedures and ensure co-ordination between the external auditors and the management, review the assistance
given by management to the auditors and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which
the auditors may wish to discuss (in the absence of management where necessary);
d. review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations,
which has or is likely to have a material impact on the Group’s operating results or financial position, and the management’s response;
e. review the independence of the external auditors and recommend to the Board the appointment or re-appointment of the external auditors, the audit
fee, and matters relating to the resignation or dismissal of the auditors;
f. review interested person transactions (as defined in Chapter 9 of the Listing Manual of the SGX-ST) to ensure that they are on normal commercial
terms and not prejudicial to the interests of the Company or its shareholders;
g. undertake such other reviews and projects, in particular matters pertaining to acquisitions and realisations, etc., as may be requested by the Board
and will report to the Board its findings from time to time on matters arising and requiring the attention of the Audit Committee; and
h. generally undertake such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto
from time to time.
Pursuant to Rule 1207 (6)(b) and (6)(c), the Audit Committee undertook the review of the independence and objectivity of the auditors as well as
reviewing the non-audit services provided by the incumbent auditors, and the aggregate amount of audit fees paid to them. During the current financial
year, there was no non-audit related work carried out by the incumbent auditors, hence there was no fee paid in this respect. The Audit Committee
is satisfied that neither their independence nor their objectivity is put at risk, and that they are still able to meet the audit requirements and statutory
obligations of the Company. Accordingly, the Audit Committee has recommended the re-appointment of the auditors at the forthcoming Annual
General Meeting (“AGM’) of the Company. In recommending the re-appointment of the auditors, the Audit Committee considered and reviewed a
variety of factors including adequacy of resources, experience of supervisory and professional staff to be assigned to the audit, and size and complexity
of the Group, its businesses and operations.
Pursuant to Rule 1207 (6)(a), the fees payable to auditors is set out in Note 8 on page 51 of this Annual Report.
The AC has nominated Ernst & Young LLP (“EY”) for re-appointment as external auditors of the Company at the forthcoming Annual General Meeting.
The AC noted there were no non-audit services rendered in FY2014 and FY2013 and there were no non-audit fees payable to the Company’s external
auditors in FY2014 and FY 2013. The Company is in compliance with Rules 712, 715 and 716 of the Listing Manual of the SGX-ST .
Principle 12 : Internal Controls
The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will
preclude all errors and irregularities, as a system is designed to manage rather than to eliminate the risk of failure to achieve business objectives, and
can provide only reasonable but not absolute assurance against material misstatement or loss. The Group’s internal controls and systems are designed
to provide reasonable assurance to the integrity and reliability of the financial information and to safeguard and maintain accountability of its assets.
The Audit Committee through the assistance of internal and external auditors, reviews and reports to the Board on the adequacy of the Company’s
system of controls including the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate
legislation, regulation and best practice, and the identification and management of business risks.
Pursuant to Rule 1207 (10), the Board is satisfied that the Company’s framework of internal controls is adequate to provide reasonable assurance of
the integrity, effectiveness and efficiency of the Company in safeguarding its assets and Shareholders’ investments. Such framework serves to provide
reasonable assurance against material misstatement or loss.
Based on the internal and external audit findings, the Board with the concurrence of the Audit Committee is of the opinion that the Group’s internal
controls addressing financial, operational and compliance risks are adequate in meeting the needs of the Group and provide assurance in safeguarding
the Group’s assets. The internal controls ensure the Group’s maintenance of proper accounting records, compliance with applicable regulations and
best practices and timely identification and containment of financial, operational and compliance risks.
Principle 13 : Internal Audit
To comply with the Code, the Company has established an internal audit function. The internal auditor’s primary line of reporting is to the Chairman
of the AC. The AC reviews the activities of the internal auditor on a regular basis, including overseeing and monitoring of the implementation of
improvements required on internal control weaknesses identified.
During the financial year ended 31 March 2014, the Company’s internal auditors conducted annual review of the effectiveness of the Company’s
material internal controls, including financial, operational and compliance controls. The Company’s external auditors considered internal control
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 control. Any material non-compliance
and recommendation for improvement were reported to the AC. The AC, on behalf of the Board, also reviewed the effectiveness of the Group’s system
of internal controls in the light of key business and financial risks affecting the operations. Based on the reports submitted by the external and internal
auditors and the various controls put in place by the management, the AC is satisfied that there are adequate internal controls to meet the needs of
the Group in its current business environment.
21
ANNUAL REPORT 2014
Communication With Shareholders
Principle 14 : Communication with Shareholders
The Company communicates pertinent information to its shareholders on a regular and timely basis through:
• the Company’s annual reports that are prepared and issued to all shareholders. The Board makes every effort to ensure that the annual report includes
all relevant information about the Group and other disclosures required by the Companies Act and the Singapore Financial Reporting Standards;
• quarterly financial statements containing a summary of the financial information and affairs of the Group for the period. These are issued via SGXNET
onto the SGX website;
• notices of and explanatory memoranda for AGMs and extraordinary general meetings; and
• disclosure to the SGX-ST and press releases on major development of the Group.
The Board takes note that there should be separate resolution at general meetings on each substantially separate issue and supports the Code’s principle
as regards “bundling” of resolutions. The Board will provide reasons and material implications where resolutions are interlinked.
Principle 15 : Greater Shareholder Participation
A copy of the Notice of Annual General Meeting (“AGM”) and Annual Report are despatched to every shareholder of the Company at least 14 clear days
before the meeting. The Notice is also advertised in the newspapers and made available on the SGX website. During the AGM, shareholders are given
opportunities to speak and seek clarifications concerning the Company and its operations.
The Chairmen of the Executive, Audit, Remuneration and Nominating Committees are in attendance at the Company’s AGM to address the shareholders’
questions relating to the work of these Committees. The Company’s external auditors are also invited to attend the AGM and are available to assist the
directors in addressing any relevant queries by the shareholders relating to the conduct of the audit and the preparation and content of their auditors’
report.
Dividend Policy
The Company’s dividend policy endeavours to balance dividend return to shareholders with the need for long-term sustainable growth whilst aiming for
an efficient capital structure. The Company strives to provide shareholders on an annual basis with a consistent and sustainable ordinary dividend, with a
variable special dividend based on cash position, working capital, expenditure plans, acquisition opportunities and market environment.
Any payouts are communicated to shareholders via announcement on SGX Net when the Company discloses its financial results.
Dealing in Securities
The Group has adopted an internal code which prohibits the directors and executives of the Company from dealings in the Company’s shares while in
possession of unpublished price-sensitive information during the periods commencing two weeks prior to the announcement of the Group’s first three
quarters results, or one month prior to the announcement of the full year results, and ending on the date of announcement of the relevant results. All
Directors and executives of the Company and its subsidiaries are also expected to observe insider trading laws at all times even when dealing in securities
within permitted trading period. They are also discouraged from dealing in the Company’s shares on short-term considerations.
Material Contracts
There were no material contracts entered into by the Company or any of its subsidiaries involving the interest of the CEO, any Director, or controlling
shareholder.
Interested Person Transactions
Interested person transactions entered into by the Group during the financial year ended 31 March 2014 as the format set out in Rule 907 of the Listing
Manual as follows:
Name of interested person
VGO Corporation Limited
- Purchase
- Sales
Aggregate value of all interested person transactions
during the financial year under review
31.03.2014
S$’000
198
2,001
31.03.2013
S$’000
273
470
Details of the interested person transactions are disclosed in Note 27 to the financial statements under Significant Related Party Transactions.
22
ANNUAL REPORT 2014
DIReCTOR’S
Ossia International Limited and its Subsidiaries
Directors’ Report
Report
The directors are pleased to present their report to the members together with the audited consolidated financial statements of Ossia International Limited
The directors are pleased to present their report to the members together with the audited consolidated financial statements of Ossia International
(the “Company”) and its subsidiaries (collectively, the “Group”) and the balance sheet and statement of changes in equity of the Company for the financial
Limited (the “Company”) and its subsidiaries ( collectively, the “Group”) and the balance sheet and statement of changes in equity of the Company
year ended 31 March 2014.
for the financi al year ended 31 March 2014.
Directors
Directors
Goh Ching Wah (Chairman)
The directors of the Company in office at the date of this report are:
Goh Ching Huat
Goh Ching Wah
Goh Ching Lai
Goh Ching Huat
Goh Ching Lai
Wong King Kheng
Wong King Kheng
Anthony Clifford
Clifford Brown
Brown
Anthony
Heng Su -Ling, Mae
Heng Su-Ling, Mae
Arrangements to
to enable
enable directors
directors to
to acquire
acquire shares
shares and
and debentures
debentures
Arrangements
Except as
as described
describedininscrip
scripdividend
dividendscheme
scheme
paragraph
below,
n either
at end
the end
of at
nor
at time
any during
time during
the financial
yearthe
was
the Company
Except
paragraph
below,
neither
at the
of nor
any
the financial
year was
Company
a partyato
partyarrangement
to any arrangement
whoseare,
objects
are,
one of
whoseis,objects
is, the
to enable
theofdirectors
of the to
Company
acquire
means
o f the
any
whose objects
or one
of or
whose
objects
to enable
directors
the Company
acquire to
benefits
bybenefits
means by
of the
acquisition
acquisition
shares or of
debentures
of the
or anycorporate.
other body corporate.
of
shares orofdebentures
the Company
or Company
any other body
Directors’ interests in shares or debentures
Directors’ interests in shares or debentures
The following directors, who held office at the end of the financial year had, according to the register of directors’ shareholdings required to be kept under
The following
who held
office a tAct,
the end
of the50,
financ
ial year inhad,
according
to the register
directors’
shareholdings
to be kept
Section
164 ofdirectors,
the Singapore
Companies
Chapter
an interest
shares
of the Company
and of
related
corporations
(otherrequired
than wholly-owned
under
Section
164
of
the
Singapore
Companies
Act
,
Chapter
50,
an
interest
in
shares
of
the
Company
and
related
corporations
(other
than
wholly subsidiaries) as stated below:
owned subsidiaries) as st ated below:
Name of directors
Direct interest
At the
At the
beginning of
end of
financial year
financial year
Ordinary shares of the Company
Goh Ching Lai
Goh Ching Wah
Goh Ching Huat
Ordinary shares of $1 each of the related party
(Ossia Holdings Pte Ltd)
Goh Ching Lai
Goh Ching Wah
Goh Ching Huat
Deemed interest
At the
At the
beginning of
end of
financial year
financial year
32,028,345
17,198,154
17,052,422
32,028,345
17,198,154
17,052,422
155,157,272
169,987,463
170,133,195
155,157,272
169,987,463
170,133,195
1
1
1
1
1
1
3
3
3
3
3
3
Directors’ interests in shares or debentures (cont’d)
By virtue of Section 7 of the Act, Goh Ching Lai, Goh Ching Wah and Goh Ching Huat are deemed to have interests in the shares held by Ossia Holdings
Pte Ltd in the Company and that held by the Company in all its subsidiaries. Goh Ching Lai, Goh Ching Wah and Goh Ching Huat, who are brothers, are
also deemed to be interested in each other’s shares in Ossia Holdings Pte Ltd and Ossia International Limited.
There was no change in the directors’ interests in the share capital of the Company and of related corporations between the end of the financial year and
21 April 2014.
- 1 -
24
ANNUAL REPORT 2014
Directors’ contractual benefits
Except as disclosed in the financial statements, since the end of the previous financial year, no director of the Company has received or become entitled to
receive a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which the director is a member,
or with a company in which the director has a substantial financial interest, except as disclosed in the financial statements.
Scrip dividend scheme
At an Extraordinary General Meeting of the Company held on 29 April 2004, the shareholders approved the Scrip Dividend Scheme (the “Scheme”). Under
the Scheme, the directors are entitled to receive shares in lieu of cash in respect of the dividend declared. No shares were issued under the Scheme
during the financial year.
Share options
There were no options granted during the financial year to subscribe for unissued shares in the Company or in any subsidiary.
No shares have been issued during the financial year by virtue of the exercise of options to take up unissued shares of the Company or any subsidiary.
There were no unissued shares under share options in the Company or in any subsidiary at the end of the financial year.
Audit Committee
The nature and extent of the functions performed by the Audit Committee pursuant to Section 201B(5) of the Act are described in the Report on Corporate
Governance.
25
ANNUAL REPORT 2014
Auditor
Ernst & Young LLP have expressed their willingness to accept reappointment as auditor.
On behalf of the board of directors:
Goh Ching Wah
Director
Goh Ching Huat
Director
Singapore
27 June 2014
26
ANNUAL REPORT 2014
Statement by
DIReCTORS
We, Goh Ching Wah and Goh Ching Huat, being two of the directors of Ossia International Limited, do hereby state that, in the opinion of the directors,
a.
the accompanying balance sheets, consolidated statement of comprehensive income, statements of changes in equity, and consolidated cash flow
statement together with notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
March 2014 and the results of the business, changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended
on that date; and
b.
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
On behalf of the board of directors:
Goh Ching Wah
Director
Goh Ching Huat
Director
Singapore
27 June 2014
27
ANNUAL REPORT 2014
INDePeNDeNT aUDITOR’S
Report
For the financial year ended 31 March 2014
Independent Auditor’s Report to the members of Ossia International Limited
Report on the financial statements
We have audited the accompanying financial statements of Ossia International Limited (the “Company”) and its subsidiaries (collectively, the “Group”) set
out on pages 31 to 79, which comprise the balance sheets of the Group and the Company as at 31 March 2014, the statements of changes in equity of
the Group and the Company, and the statement of comprehensive income and cash flow statement of the Group for the year then ended, and a summary
of significant accounting policies and other explanatory information.
Management’s responsibility for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore
Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are
properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to
maintain accountability of assets.
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 Singapore
Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
28
ANNUAL REPORT 2014
For the financial year ended 31 March 2014
Independent Auditor’s Report to the members of Ossia International Limited
Opinion
In our opinion, the consolidated financial statements of the Group, and the balance sheet and statement of changes in equity of the Company are properly
drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs
of the Group and of the Company as at 31 March 2014 and of the results, changes in equity and cash flows of the Group and the changes in equity of the
Company for the year ended on that date.
Report on other legal and regulatory requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of
which we are the auditors have been properly kept in accordance with the provisions of the Act.
Ernst & Young LLP
Public Accountants and
Chartered Accountants
Singapore
27 June 2014
29
ANNUAL REPORT 2014
Consolidated Statement of
COMPReHeNSIVe INCOMe
Ossia International
Ossia International
Limited andLimited
its Subsidiaries
and its Subsidiaries
Consolidated Consolidated
Statement of Comprehensive
Statement of Comprehensive
Income for theIncome
financial
foryear
the financial
ended 31year
March
ended
201431 March 2014
Note
Revenue
Revenue
Cost of sales Cost of sales
4
11
Gross profit Gross profit
Other operatingOther
income
operating income
Distribution costs
Distribution costs
Administrative expenses
Administrative expenses
5
1.4.2013
to
31.3.2014
Note
$’000
455,458
11
(27,410)
1.1.2012
1.4.2013
to
to
31.3.2014
31.3.2013
(Restated)
$’000 $’000
55,45875,325
(27,410)(36,116)
1.1.2012
to
31.3.2013
(Restated)
$’000
75,325
(36,116)
28,048
5 3,329
(24,168)
(15,213)
28,04839,209
3,329 3,883
(24,168)(33,208)
(15,213)(15,640)
39,209
3,883
(33,208)
(15,640)
Loss from operations
Loss from operations
Interest incomeInterest income
Finance expense
Finance expense
Changes in fair Changes
value of quoted
in fair value
investments
of quoted investments
Share of resultsShare
of theofassociated
results of the
company
associated company
6
7
14
16
(8,004)
6
7
7 (257)
14 (103)
16 (792)
(8,004) (5,756)
7
28
(257) (120)
(103) 254
(792) 1,352
(5,756)
28
(120)
254
1,352
Loss before income
Loss before
tax income tax
Income tax
Income tax
8
9
8 (9,149)
9
14
(9,149) (4,242)
14 (400)
(4,242)
(400)
(9,135)
(9,135) (4,642)
(4,642)
Loss for the year/period
Loss for the year/period
Other comprehensive
Other comprehensive
income
income
Items that willItems
not be
that
reclassified
will not betoreclassified
profit or loss
to profit or loss
Share of gain on
Share
property
of gain
revaluation
on property
of associated
revaluationcompany
of associated company
Transfer from legal
Transfer
reserve
from legal reserve
Items that may
Items
be reclassified
that may betoreclassified
profit or loss
to profit or loss
Foreign currency
Foreign
translation
currency translation
2,727
(9)
2,727
(9)
75
(43)
75
(43)
(538)
(538)
799
799
Other comprehensive
Other comprehensive
income for the year,
income
netforofthe
taxyear, net of tax
2,180
2,180
831
831
Total comprehensive
Total comprehensive
income for theincome
year/period
for the year/period
(6,955)
(6,955) (3,811)
(3,811)
Loss attributable
Lossto:
attributable to:
Owners of the Company
Owners of the Company
Non -controllingNon
interests
-controlling interests
(9,118)
(17)
(9,118) (4,652)
(17)
10
(4,652)
10
(9,135)
(9,135) (4,642)
(4,642)
(6,944)
(11)
(6,944) (3,794)
(11) (17)
(3,794)
(17)
(6,955)
(6,955) (3,811)
(3,811)
(3.61) (1.84)
(1.84)
Total comprehensive
Total comprehensive
income attributable
incometo:
attributable to:
Owners of the Company
Owners of the Company
Non-controllingNon-controlling
interests
interests
Loss per share
Loss
attributable
per sharetoattributable
owners
to owners
of the Company
of the Company
- basic and diluted
- basic
(cents
andper
diluted
share(cents
)
per share )
10
10 (3.61)
The accompanying
accounting
policies
and explanatory
notes
form anpart
integral
part
of the
financial
The accompanying
accounting
policies
and
explanatory
notes
form
an
integral
part statements.
of the financial statements.
The accompanying
accounting
policies and
explanatory
notes form
an
integral
of the
financial
statements.
- 7 -
- 7 -
31
ANNUAL REPORT 2014
Balance
SHeeTS
Ossia International
Ossia
Limited
International
and its Subsidiaries
Limited and its Subsidiaries
Ossia International Limited and its Subsidiaries
Balance Sheets as atBalance
31 March
Sheets
2014 as at 31 March 2014
Balance Sheets as at 31 March 2014
Group
2014 Note
20132014
$’000
$’000 Note (Restated)
2014
$’000
$’000
Note
Current assets
Current assets
Current assets
Inventories
Inventories
Trade and other receivables
Trade and other receivables
Inventories
Prepayments
Prepayments
Trade
and other receivables
Other financial assets Prepayments
Other financial assets
Other non -financial assets
non -financial
assets
Other financial
assets
Quoted investments Other
Quoted
investments
non
-financial assets
Cash and bank balances
Cash and
bank balances
Quoted
investments
Cash and bank balances
11
12
17,778
4,885
414
2,612
295
–
4,150
13
13
14
15
11
12
11
12
13
13
14
13
15
14
15
20,660
17,778
6,523
4,885
17,778
515
414
4,885
2,672
2,612
414
308
295
2,612
2,291 295
–
3,868
4,150
–
4,150
36,837
30,134
30,134
4,016
20,660
1,481
6,523
20,660
39
515
6,523
627
2,672
515
52,672
308
2,291
– 308
128
3,868
2,291
3,868
6 ,296
36,837
36,837
6,425
4,016
5,099
1,481
4,016
122
39
1,481
366 627
39
125 627
5
2,291 5–
398 128
–
128
14,826
6 ,296
6 ,296
6,425
5,099
6,425
122
5,099
366
122
125
366
2,291
125
398
2,291
398
14,826
14,826
16
17
16
18
17
19
18
19
19,713
21,044
– –
21,044
7,288
4,503
–
231
350
4,503
350
27,232
25,897
25,897
64,069
56,031
56,031
13,252
19,713
1,726
–
19,713
651
7,288
–
– 231
7,288
231
15,629
27,232
27,232
21,925
64,069
64,069
13,252
13,252
2,518
1,726
13,252
3,063
651
1,726
– 651
–
–
18,833
15,629
15,629
33,659
21,925
21,925
13,252
2,518
13,252
3,063
2,518
–
3,063
–
18,833
18,833
33,659
33,659
20
21
20
22
21
22
11,584
8,391
3,406
766
8,391
1,579
3,978
766
68
36
3,978
275 134
36
134
16,912
13,305
13,305
3,232
11,584
727
3,406
11,584
1,274
1,579
3,406
– 68
1,579
134 275
68
275
5,367
16,912
16,912
4,782
3,232
2,759
727
3,232
1,523
1,274
727
– –
1,274
275 134
–
134
9,339
5,367
5,367
4,782
2,759
4,782
1,523
2,759
–
1,523
275
–
275
9,339
9,339
2,737 22
22
2,737
198
2,737
2,737
198
2,737
2,737
112 198
198
112 198
198
162 112
112
162 112
112
162
162
162
162
17,110
16,042
16,042
19,755
16,829
16,829
46,959
39,989
39,989
5,479
17,110
17,110
929
19,755
19,755
16, 446
46,959
46,959
9,501
5,479
5,479
5,487 929
929
24,158
16, 446
16, 446
9,501
9,501
5,487
5,487
24,158
24,158
31,351
31,351
75
2,802
31,351
1,206
1,207
2,802
(3,882)
(4,426)
1,207
(71)
(71)
(4,426)
17,556
8,428
(71)
8,428
39,291
46,235
724
698
39,291
698
46,959
39,989
39,989
31,351
31,351
– 75
31,351
1,206
– 75
(3,882)
–
1,206
– (71)
(3,882)
(14, 905)
17,556
(71)
17,556
46,235
16,446
– 724
46,235
724
16,446
46,959
46,959
31,351
31,351
– –
31,351
– –
– –
– –
(7,193)
(14, 905)
–
(14, 905)
16,446
24,158
– –
16,446
–
24,158
16,446
16,446
31,351
–
31,351
–
–
–
(7,193)
–
(7,193)
24,158
–
24,158
–
24,158
24,158
30,134
Non-current assets Non-current assets
Non-current assets
Investment
16
Investment in associated
companyin associated company
Investment in subsidiaries
17
Investment in subsidiaries
associated company
Property, plant and equipment
Property, plant
and equipment 18
Investment
in subsidiaries
Deferred tax assets Property,
Deferred tax
assets
plant
and equipment 19
Deferred tax assets
21,044
–
4,503
350
Total assets
56,031
Total assets
Total assets
Current liabilities Current liabilities
Current liabilities
Trade and other payables
Trade and other payables
Bills payable
Bills payable
Trade
and other payables
Borrowings
Borrowings
Bills
payable
Income tax payable Borrowings
Income tax payable
Other liabilities
Other liabilities
Income
tax payable
Other liabilities
20
21
22
Non-current liabilities
Non-current liabilities
Non-current liabilities
Borrowings
Borrowings
Borrowings
22
25,897
8,391
766
3,978
36
134
13,305
Total liabilities
Total liabilities
Total liabilities
Net current assets Net current assets
Net current assets
Net assets
Net assets
Net assets
16,042
16,829
39,989
Equity attributable to
owners
of the
Equity
attributable
to owners of the
Company
Company
Equity attributable to owners of the
Share capital
Share capital
23
Company
Revaluation reserve Share
Revaluation
capitalreserve
Legal reserve
Legal reservereserve
Revaluation
Translation reserve Legal
Translation
reserve
reserve
Other reserve
Other reserve
17
Translation
reserve
Accumulated profits/(losses)
Accumulated
Other
reserve profits/(losses)
Accumulated profits/(losses)
Non-controlling interests
Non-controlling interests
Non-controlling interests
Total equity
Total equity
Total equity
Group
Company
Company
20142013
20132014 Company 2013
Group
$’000
$’000
(Restated)
(Restated)
(Restated)
2013
2014
2013
$’000
$’000
$’000
$’000
(Restated)
(Restated)
$’000
$’000
31,351
2,802
1,207
(4,426)
(71)
8,428
39,291
698
39,989
23
23
17
17
The accompanying accounting
The accompanying
policies and
accounting
explanatory
policies
notesand
formexplanatory
an integral notes
part ofform
the financial
an integral
statements.
part of the financial statements.
The accompanying
accounting
policies
an integral
part of the financial statements.
The accompanying accounting
policies and
explanatory
notes and
formexplanatory
an integral notes
part ofform
the financial
statements.
- 8 -
32
ANNUAL REPORT 2014
- 8 - 8 -
33
ANNUAL REPORT 2014
–
Total comprehensive income for the financial year
1,207
10
10
–
(9)
–
–
(9)
–
1,206
Legal
reserve
$’000
(4,426)
–
–
–
(544)
–
–
–
(544)
(3,882)
Translation
reserve
$’000
2,802
–
–
–
2,727
–
2,727
–
–
75
- 9 -
The accompanying accounting policies and explanatory notes form an int egral part of the financial statements.
(71)
–
–
–
–
–
–
–
–
(71)
8,428
(10)
(10)
–
(9,118)
(9,118)
–
–
–
17,556
Attributable to owners of the Company
Revaluation
Accumulated
reserve
Other reserve
profits/(losses)
$’000
$’000
$’000
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
31,351
–
Total contributions by and distributions to owners
Balance at 31 March 2014
–
–
Transfer from accumulated profits to legal reserve
Dividends paid to non-controlling shareholders
Contributions by and distributions to owners
–
–
–
–
31,351
Loss for the year
Share of gain on property revaluation of associated company
Transfer from legal reserve
Foreign currency translation
Balance at 1 April 2013
Other comprehensive income
2014
Group
Share
capital
$’000
Statements of Changes in Equity for the financial year ended 31 March 2014
Ossia International Limited and its Subsidiaries
CHaNGeS IN eQUITY
Statement of
39,291
–
–
–
(6,944)
(9,118)
2,727
(9)
(544)
46,235
Total
$’000
698
(15)
–
(15)
(11)
(17)
6
–
–
724
Non-controlling
interests
$’000
39,989
(15)
–
(15)
(6,955)
(9,135)
2,733
(9)
(544)
46,959
Total
equity
$’000
34
ANNUAL REPORT 2014
-s -s
– –
Total
Total
comprehensive
comprehensive
income
income
forfor
thethe
financial
financial
period
period
– –
Total
Total
contributions
contributions
byby
and
and
distributions
distributions
to to
owners
owners
31,351
31,351
– –
Total
Total
changes
changes
in ownership
in ownership
interests
interests
in a
insubsidiary
a subsidiary
Balance
Balance
at at
31 31
March
March
2013
2013
– –
Acquisition
Acquisition
of non-controlling
of non-controlling
interests
interests
without
without
a change
a change
in control
in control
(Note
(Note
17)17)
Changes
Changes
in ownership
in ownership
interests
interests
in ainsubsidiary
a subsidiary
– –
– –
– –
Contributions
Contributions
from
from
non-controlling
non-controlling
interests
interests
Transfer
Transfer
from
from
accumulated
accumulated
profits
profits
to legal
to legal
reserve
reserve
Dividends
Dividends
paid
paid
to non-controlling
to non-controlling
shareholders
shareholders
Contributions
Contributions
by by
andand
distributions
distributions
to owners
to owners
– –
– –
31,351
31,351
Loss
Loss
forfor
thethe
period
period
Other
Other
comprehensive
comprehensive
income,
income,
netnet
of tax
of tax
Balance
Balance
at at
1 January
1 January
2012
2012
Other
Other
comprehensive
comprehensive
income
income
2013
2013
Group
Group
Share
Share
capital
capital
$’000
$’000
Statements
Statements
of of
Changes
Changes
in Equity
in Equity
forfor
thethe
financial
financial
year
year
ended
ended
31 31
March
March
2014
2014
Ossia
Ossia
International
International
Limited
Limited
and
and
itsits
Subsidiaries
Subsidiaries
1,206
1,206
– –
– –
133
133
– –
133
133
– –
(43)(43)
– –
(43)(43)
1,116
1,116
- 10
- 10- -
(3,882)
(3,882)
– –
– –
– –
– –
– –
– –
826
826
– –
826
826
(4,708)
(4,708)
75 75
– –
– –
– –
– –
– –
– –
75 75
– –
75 75
– –
(71)(71)
(71)(71)
(71)(71)
– –
– –
– –
– –
– –
– –
– –
– –
17,556
17,556
– –
– –
(133)
(133)
– –
(133)
(133)
– –
(4,652)
(4,652)
(4,652)
(4,652)
– –
22,341
22,341
Attributable
Attributable
to to
owners
owners
of of
thethe
Company
Company
Legal
Legal Translation
Translation Revaluation
Revaluation
Accumulated
Accumulated
reserve
reserve
reserve
reserve
reserve
reserve Other
Other
reserve
reserveprofits/(losses)
profits/(losses)
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
CHaNGeS IN eQUITY
Statement of
46,235
46,235
(71)(71)
(71)(71)
– –
– –
– –
– –
(3,794)
(3,794)
(4,652)
(4,652)
858
858
50,100
50,100
Total
Total
$’000
$’000
724
724
71 71
71 71
(11)(11)
6 6
– –
(17)(17)
(17)(17)
10 10
(27)(27)
681
681
Non-controlling
Non-controlling
interests
interests
$’000
$’000
46,959
46,959
– –
– –
(11)(11)
6 6
– –
(17)(17)
(3,811)
(3,811)
(4,642)
(4,642)
831
831
50,781
50,781
Total
Total
equity
equity
$’000
$’000
Statement of
CHaNGeS IN eQUITY
Ossia International Limited and its Ossia
Subsidiaries
International Limited and its Subsidiaries
Statements of Changes in Equi ty for the financial
Statements
year ended
of Changes
31 March
in Equi
2014
ty for the financial year ended 31 March 2014
Statements of Changes in Equity for the financial year ended 31 March 2014
Share capital
$’000
Company
Company
2014
2014
Balance at 1 April 2013
Balance at 1 April 2013
Loss for the year
Accumulated
(losses)
$’000
Total
equity Share capital
$’000
$’000
Accumulated
(losses)
$’000
Total
equity
$’000
31,351
(7,193)
24,158
31,351
(7,193)
24,158
Loss for the year
–
(7,712)
(7,712)
–
(7,712)
(7,712)
Total comprehensive income
Total comprehensive income
–
(7,712)
(7,712)
–
(7,712)
(7,712)
Balance at 31 March 2014
Balance at 31 March 2014 31,351
(14,905)
16,446
31,351
(14,905)
16,446
2013
2013
Balance at 1 January 2012
Balance at 1 January 2012 31,351
(1,846)
29,505
31,351
(1,846)
29,505
Loss for the period
Loss for the period
–
(5,347)
(5,347)
–
(5,347)
(5,347)
Total comprehensive income
Total comprehensive income
–
(5,347)
(5,347)
–
(5,347)
(5,347)
Balance at 31 March 2013
Balance at 31 March 2013 31,351
(7,193)
24,158
31,351
(7,193)
24,158
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
The accompanying
accounting
policies
explanatory
notes form an integral part of
The accompanying accounting policies and explanatory
notes form an
integral part
of and
the financial
statements.
- 11 -
the financial statements.
- 11 -
35
ANNUAL REPORT 2014
Consolidated
CaSH flOW STaTeMeNT
Ossia International
Ossia
Limited
International
and its Subsidiaries
Limited and its Subsidiaries
Consolidated Cash Flow
Consolidated
StatementCash
for the
Flow
financial
Statement
year for
ended
the 31
financial
Marchyear
2014ended 31 March 2014
Note
Cash flows from operating
Cash flows
activities
from operating activities
Loss before income taxLoss before income tax
Adjustments for:
Adjustments for:
Depreciation of property,
plant and equipment
Depreciation
of property, plant and equipment
Dividend income from quoted
Dividendinvestments
income from quoted investments
Finance expense
Finance expense
Loss/(gain) on disposal Loss/(gain)
of property,on
plant
disposal
and equipment
of property, plant and equipment
Changes in fair value ofChanges
quoted investments
in fair value of quoted investments
Gain on disposal of quoted
Gaininvestments
on disposal of quoted investments
Interest income
Interest income
Share of results of the associated
Share of results
company
of the associated company
Unrealised foreign exchange
Unrealised
loss/gain
foreign exchange loss/gain
Write -back of impairment
Write
loss
-back
on property,
of impairment
plant and
loss equipment
on property, plant and equipment
Impairment loss on property,
Impairment
plant and
loss equipment
on property, plant and equipment
Write -off of property, plant
Write
and
-offequipment
of property, plant and equipment
1.4.2013
to
31.3.2014 Note
$’000
(9,149)
18
5
7
5
14
6
18
18
18
2,846
(47)
257
66
103
(24)
(7)
792
2
–
683
1,721
18
5
7
5
14
6
18
18
18
1.1.2012
1.4.2013
toto
31.3.2013
31.3.2014
$’000
$’000
1.1.2012
to
31.3.2013
$’000
(4,242)
(9,149)
(4,242)
3,465
2,846
(61)(47)
120
257
(15)66
(254)
103
–(24)
(28) (7)
(1,352)
792
(176) 2
(33) –
683
6
336
1,721
3,465
(61)
120
(15)
(254)
–
(28)
(1,352)
(176)
(33)
6
336
Operating cash flow before
Operating
working
cash capital
flow before
changes
working capital changes
Changes in working capital:
Changes in working capital:
Decrease/(increase ) in Decrease/(increase
inventories
) in inventories
Decrease in trade and Decrease
other receivables
in trade and other receivables
Decrease in other current
Decrease
assets and
in other
prepayments
current assets and prepayments
(Decrease ) in trade and(Decrease
other payables
) in trade and other payables
(2,757)
(2,234)
(2,757)
(2,234)
2,882
1,541
268
(3,425)
(1,047)
2,882
1,983
1,541
27
268
(565)
(3,425)
(1,047)
1,983
27
(565)
Net cash (used in)/ from
Net operations
cash (used in)/ from operations
Income tax paid
Income tax paid
Interest received
Interest received
Interest paid
Interest paid
(1,491)
(137)
7
(257)
(1,836)
(1,491)
(694)
(137)
28 7
(120)
(257)
(1,836)
(694)
28
(120)
(2,622)
(1,878)
(2,622)
1,171
445
(4,881)
(2,650)
2,212
–
392 –
1,171
(4,881)
–
392
7
(3,318) 7
(3,318)
(140)
5,247
(76)
(2,640)
(429)
(15)
(603)
(140)
5,247
–
(275)(76)
1,891
(2,640)
(135)
(429)
(17)(15)
(603)
–
(275)
1,891
(135)
(17)
6
7
Net cash used in operating
Net cash
activities
used in operating activities
6
7
(1,878)
Cash flows from investing
Cash activities
flows from investing activities
Dividends received
Dividends received
Purchase of property, plant
Purchase
and equipment
of property, plant and equipment
Proceeds from disposalProceeds
of quotedfrom
investments
disposal of quoted investments
Proceeds from disposalProceeds
of property,
from
plant
disposal
and equipment
of property, plant and equipment
18
Net cash from/(used in)
Netinvesting
cash from/(used
activitiesin) investing activities
Cash flows from financing
Cash flows
activities
from financing activities
Repayment of borrowings
Repayment of borrowings
Proceeds from borrowings
Proceeds from borrowings
Repayment of finance lease
Repayment
liabilitiesof finance lease liabilities
Net (repayment)/proceeds
Net from
(repayment)/proceeds
bills payables
from bills payables
Increase in restricted bank
Increase
deposits
in restricted bank deposits
Dividend paid to a non-controlling
Dividend paid
shareholder
to a non-controlling
of a subsidiary
shareholder of a subsidiary
15
445
(2,650)
2,212
–
18
15
Net cash from/(used in)
Netfinancing
cash from/(used
activities
in) financing activities
1,947
861
1,947
861
Net increase /(decrease)Net
in cash
increase
and/(decrease)
cash equivalents
in cash and cash equivalents
Cash and cash equivalents
Cashatand
the cash
beginning
equivalents
of the financial
at the beginning
year /period
of the financial year /period
Effects of exchange rateEffects
changes
of exchange
on cash and
ratecash
changes
equivalents
on cash and cash equivalents
76
1,774
(131)
(5,079)76
6,935
1,774
(82)
(131)
(5,079)
6,935
(82)
Cash and cash equivalents
Cash and
at the
cash
end
equivalents
of the financial
at theyear/period
end of the financial year/period 15
1,719
1,774
1,719
1,774
15
The accompanying accounting
The accompanying
policies andaccounting
explanatorypolicies
notes form
and explanatory
an integral part
notes
of form
the financial
an integral
statements.
part of the financial statements.
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
- 12 -
- 12 -
37
ANNUAL REPORT 2014
Notes to the Financial
STaTeMeNTS
1.
Corporate information
Ossia International Limited (the “Company”) is a limited liability company incorporated and domiciled in Singapore and is listed on the Singapore
Exchange Securities Trading Limited (“SGX-ST”). In prior year, the Company changed its financial year end from 31 December to 31 March.
The registered office of the Company is located at 10 Changi South Lane #07-01 Ossia Building, Singapore 486162.
The principal activities of the Company are the marketing and distribution of sporting goods, golf equipment, footwear accessories and apparel,
and investment holding. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.
During the last financial period, the Company changed its financial year end from 31 December to 31 March. Accordingly, these financial
statements cover the fifteen month period from 1 January 2012 to 31 March 2013.
The financial statements for the financial period ended 31 March 2014 covers the twelve month period from 1 April 2013 to 31 March 2014.
The comparative figures for the prior period cover the fifteen period from 1 January 2012 to 31 March 2013. Thus, any comparison between
the financial periods ended 31 March 2014 and 31 March 2013 is not meaningful.
2.
Summary of significant accounting policies
2.1
Basis of preparation
The consolidated financial statements of the Group, and the balance sheet and statement of changes in equity of the Company have been
prepared in accordance with Singapore Financial Reporting Standards (“FRS”).
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (“SGD” or “$”) and all values in the tables are rounded to the nearest thousand
($’000) as indicated.
2.2
Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year except in the current financial year, the Group has
adopted all the new and revised standards which are effective for annual periods beginning on or after 1 January 2013. The adoption of these
standards did not have any effect on the financial performance or position of the Group and the Company.
2.3
Standard issued but not yet effective
The Group has not adopted the following standards that have been issued but not yet effective:
Description
Effective for annual periods
beginning on or after
Revised FRS 27 Separate Financial Statements
1 January 2014
Revised FRS 28 Investments in Associates and Joint Ventures
1 January 2014
FRS 110 Consolidated Financial Statements
1 January 2014
FRS 111 Joint Arrangements
1 January 2014
FRS 112 Disclosure of Interests in Other Entities
1 January 2014
Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities
1 January 2014
38
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.3
Standards issued but not yet effective (cont’d)
Except for FRS 111 and FRS 112, the directors expect that the adoption of the other standards above will have no material impact on the
financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of the FRS 111
and FRS 112 are described below.
FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures
FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures are effective for financial periods beginning on
or after 1 January 2014.
FRS 111 classifies joint arrangements either as joint operations or joint ventures. Joint operation is a joint arrangement whereby the parties that
have rights to the assets and obligations for the liabilities whereas joint venture is a joint arrangement whereby the parties that have joint control
of the arrangement have rights to the net assets of the arrangement.
FRS 111 requires the determination of joint arrangement’s classification to be based on the parties’ rights and obligations under the arrangement,
with the existence of a separate legal vehicle no longer being the key factor. FRS 111 disallows proportionate consolidation and requires joint
ventures to be accounted for using the equity method. The revised FRS 28 was amended to describe the application of equity method to
investments in joint ventures in addition to associates.
FRS 112 Disclosure of Interests in Other Entities
FRS 112 Disclosure of Interests in Other Entities is effective for financial periods beginning on or after 1 January 2014.
FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements,
associates, special purpose vehicles and other off balance sheet vehicles. FRS 112 requires an entity to disclose information that helps users
of its financial statements to evaluate the nature and risks associated with its interests in other entities and the effects of those interests on its
financial statements. As this is a disclosure standard, it will have no significant impact to the financial position and financial performance of the
Group when implemented in 2014.
2.4
Basis of consolidation
Basis of consolidation from 1 January 2010
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting
period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same
reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are
eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated
until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control
over a subsidiary, it:
–
De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when controls is
lost;
–
De-recognises the carrying amount of any non-controlling interest;
–
De-recognises the cumulative translation differences recorded in equity;
–
Recognises the fair value of the consideration received;
–
Recognises the fair value of any investment retained;
–
Recognises any surplus or deficit in profit or loss;
–
Re-classifies the Group’s share of components previously recognised in other comprehensive income to profit or loss or retained
earnings, as appropriate.
39
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.4
Basis of consolidation (cont’d)
Basis of consolidation prior to 1 January 2010
Certain of the above-mentioned requirements were applied on a prospective basis. The following differences, however, are carried forward in
certain instances from the previous basis of consolidation:
2.5
–
Acquisition of non-controlling interests, prior to 1 January 2010, were accounted for using the parent entity extension method,
whereby, the difference between the consideration and the book value of the share of the net assets acquired were recognised in
goodwill.
–
Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further losses
were attributed to the Group, unless the non-controlling interest had a binding obligation to cover these. Losses prior to 1 January
2010 were not reallocated between non-controlling interest and the owners of the Company.
–
Upon loss of control, the Group accounted for the investment retained at its proportionate share of net asset value at the date control
was lost. The carrying value of such investments as at 1 January 2010 have not been restated.
Transactions with non-controlling interests
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and are presented
separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity
attributable to owners of the Company.
Changes in the Company owner’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiary. Any difference between the amount by which the non-controlling interests is adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to owners of the Company.
2.6
Foreign currency
The financial statements are presented in Singapore Dollars, which is also the Company’s functional currency. Each entity in the Group
determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
(a)
Transactions and balances
Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are
recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the
reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was measured.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting
period are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s
net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign
currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group
on disposal of the foreign operation.
(b)
Consolidated financial statements
For consolidation purpose, the assets and liabilities of foreign operations are translated into SGD at the rate of exchange ruling at
the end of the reporting period and their profit or loss are translated at the exchange rates prevailing at the date of the transactions.
The exchange differences arising on the translation are recognised in other comprehensive income and accumulated under foreign
currency translation reserve in equity. On disposal of a foreign operation, the component of other comprehensive income relating to
that particular foreign operation is recognised in profit or loss.
In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation, the proportionate share of the
cumulative amount of the exchange differences are re-attributed to non-controlling interest and are not recognised in profit or loss.
For partial disposals of associates or jointly controlled entities that are foreign operations, the proportionate share of the accumulated
exchange differences is reclassified to profit or loss.
40
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.7
Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition property, plant and equipment are measured
at cost less accumulated depreciation and any accumulated impairment losses. The cost includes the cost of replacing part of the property,
plant and equipment and borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying property,
plant and equipment. The accounting policy for borrowing costs is set out in Note 2.21. The cost of an item of property, plant and equipment
is recognised as an asset if, and only if, 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.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
Leasehold land, building and improvements
-
Over the remaining lease period of 69 years
Computer equipment
-
3-5 years
Motor vehicles
-
3-5 years
Furniture, fixtures, fittings and renovations
-
2-10 years
Plant, machinery and office equipment
-
3-10 years
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the
carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or
disposal. Any gain or loss arising on derecognition of the asset is included in profit or loss in the year the asset is derecognised.
2.8
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when an
annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets
or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows expected to be generated
by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account,
if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
The Group bases its impairment calculation on budgets and forecast calculations which are prepared separately for each of the Group’s cashgenerating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of three to
five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the third or fifth year.
Impairment losses of continuing operations are recognised in profit or loss, except for assets that are previously revalued where the revaluation
was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount
of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating
unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is
increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued
amount, in which case the reversal is treated as a revaluation increase.
41
ANNUAL REPORT 2014
2.
2.9
Summary of significant accounting policies (cont’d)
Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its
activities.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses.
2.10
Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted
for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.
The Group’s investment in associate are accounted for using the equity method. Under the equity method, the investment in associate is carried
in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate
is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets,
liabilities and contingent liabilities over the cost of the investment is included as income in the determination of the Group’s share of results of
the associate in the period in which the investment is acquired.
The profit or loss reflects the share of the results of operations of the associate. Where there has been a change recognised in other
comprehensive income by the associate, the Group recognises its share of such changes in other comprehensive income. Unrealised gains
and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
The Group’s share of the profit or loss of its associate is shown on the face of profit or loss after tax and non-controlling interests in the
subsidiaries of associate.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the
Group’s investment in its associate. The Group determines at the end of each reporting period whether there is any objective evidence that
the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the
recoverable amount of the associate and its carrying value and recognises the amount in profit or loss.
The financial statements of the associate are prepared as of the same reporting date as the Company. Where necessary, adjustments are made
to bring the accounting policies in line with those of the Group.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any
difference between the carrying amount of the associate upon loss of significant influence and the fair value of the aggregate of the retained
investment and proceeds from disposal is recognised in profit or loss.
2.11
Financial instruments
(a)
Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial
instrument. The Group determines the classification of its financial assets at initial recognition.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value
through profit or loss, directly attributable transaction costs.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
(i)
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets classified as held for trading. Financial assets held for
trading are acquired principally for the purpose of selling in the near term. The Group’s quoted investments are classified at
fair value through profit or loss.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or
losses arising from changes in fair value of the financial assets are recognised in profit or loss. Net gains or net losses on
financial assets at fair value through profit or loss include exchange differences, interest and dividend income.
42
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.11
Financial instruments (cont’d)
(ii)
Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and
receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective
interest method, less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are
derecognised or impaired, and through the amortisation process.
The Group classifies the following financial assets as loans and receivables:
•
cash and cash equivalents;
•
trade and other receivables, including amounts due from subsidiaries, and related parties and companies; and
•
deposits (current and non-current), sundry debtors and amount due from the non-controlling shareholder of a
subsidiary.
De-recognition
A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial
asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that
had been recognised in other comprehensive income is recognised in profit or loss.
Regular way purchase or sale of a financial asset
All regular way purchases and sales of financial assets are recognised or derecognised on the trade date, i.e., the date that the Group commits
to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the
period generally established by regulation or convention in the marketplace concerned.
(b)
Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial
instrument. The Group determines the classification of its financial liabilities at initial recognition.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives, directly attributable
transaction costs.
Subsequent measurement
Subsequent to initial recognition, all financial liabilities are measured at amortised cost using the effective interest method, except for
derivatives, which are measured at fair value. Gains and losses are recognised in profit or loss when the liabilities are derecognised,
and through the amortisation process.
De-recognition
A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced
by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference
in the respective carrying amounts is recognised in the profit or loss.
(c)
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is presented in the balance sheets, when and only when, there is
a currently enforceable legal right to set off the recognised amounts and there is an intention to settle on a net basis, or to realise the
assets and settle the liabilities simultaneously.
43
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.12
Impairment of financial assets
The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired.
Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial
assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no
objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group
of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed
for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss on financial assets carried at amortised cost has incurred, the amount of the loss is
measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial
asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment
loss is recognised in profit or loss.
When the asset becomes uncollectible, the carrying amount of impaired financial asset is reduced directly or if an amount was charged to the
allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has incurred, the Group considers factors such as
the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does
not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.
2.13
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and at bank, fixed deposits, and short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts
that form an integral part of the Group’s cash management.
Cash and short-term deposits carried in the balance sheets are classified and accounted for as loans and receivables under FRS 39. The
accounting policy for this category of financial assets is stated in Note 2.11(a).
2.14
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis and includes all costs
incurred in bringing the inventories to their present location and condition.
Where necessary, allowance is provided for defective, obsolete and slow-moving items to adjust the carrying value of inventories to the lower
of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs
necessary to make the sale.
2.15
Trade and other receivables
Trade and other receivables are classified and accounted for as loans and receivables under FRS 39. The accounting policy for this category
of financial assets is stated in Note 2.11(a).
An allowance is made for uncollectible amounts when there is objective evidence that the Group will not be able to collect the debt. Bad debts
are written off when identified. Further details on the accounting policy for impairment of financial assets are stated in Note 2.11(a).
44
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.16
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow
of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material,
provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
2.17
Financial guarantee
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payment when due.
Financial guarantees are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of
the guarantee. Subsequent to initial recognition, financial guarantees are recognised as income in profit or loss over the period of the guarantee.
If it is probable that the liability will be higher than the amount initially recognised less amortisation, the liability is recorded at the higher amount
with the difference charged to profit or loss.
2.18
Employee benefits
Defined contribution plan
The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. In particular, the
Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension
scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is
performed.
Employee leave entitlement
Employee entitlements to annual leave are recognised as a liability when they are accrued to employees. The estimated liability for leave is
recognised for services rendered by employees up to the end of the reporting period.
2.19
Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether
fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if
that right is not explicitly specified in an arrangement.
As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised
at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial
direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the
lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss.
Contingent rents, if any, are charged as expenses in the periods in which they are incurred.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable
certainty that the Group will obtain ownership by the end of the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate benefit of
incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.
As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct
costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on
the same bases as rental income. The accounting policy for rental income is set out in Note 2.22.
45
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.20
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value of the consideration received less directly attributable transaction costs. After initial
recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains
and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. The accounting policy
for this category of financial liabilities is stated in Note 2.11(b).
2.21
Borrowing costs
Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds, and are expensed in the period they
are incurred.
2.22
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, taking into
account contractually defined terms of payment and excluding taxes or duty. The Group assesses its revenue arrangements to determine if it is
acting as principal or agent. The following specific recognition criteria must also be met before revenue is recognised:
(a)
Sale of goods
Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer,
which generally coincides with delivery and acceptance of the goods sold. Revenue is not recognised to the extent where there are
significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.
(b)
Rental income
Rental income is recognised on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are
recognised as a reduction of rental income over the lease term on a straight-line basis.
(c)
Dividend income
Dividend income is recognised when the Group’s right to receive payment is established.
(d)
Interest income
Interest income is recognised using effective interest method.
(e)
Membership fee income
Membership fee is recognised as income when a new customer signs up to be a member or when an existing member renews the
membership.
2.23
Taxes
(a)
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted at the end of the reporting period, in the countries where the Group operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss,
either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
46
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.23
Taxes (cont’d)
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
•
where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not
a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
•
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses,
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except:
•
where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; and
•
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Unrecognised
deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable
that future taxable profit will allow the deferred tax assets to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting
period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised
in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a
business combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against
current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be
recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a
reduction to goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or in profit or loss.
(c)
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
•
Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case
the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
•
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in
the balance sheet.
2.24
Share capital
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of
ordinary shares are deducted against share capital.
47
ANNUAL REPORT 2014
2.
Summary of significant accounting policies (cont’d)
2.25
Segment reporting
For management purposes, the Group is organised into operating segments based on their geographical locations which are independently
managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment
managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the
segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 31, including the
factors used to identify the reportable segments and the measurement basis of segment information.
2.26
Contingencies
A contingent liability is:
(a)
a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
(b)
a present obligation that arises from past events but is not recognised because:
(i)
It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
(ii)
The amount of the obligation cannot be measured with sufficient reliability.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Group.
Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent liabilities assumed in a business
combination that are present obligations and which the fair values can be reliably determined.
2.27
Related parties
A related party is defined as follows:
3.
(a)
A person or a close member of that person’s family is related to the Group and Company if that person:
(i)
Has control or joint control over the Company;
(ii)
Has significant influence over the Company; or
(iii)
Is a member of the key management personnel of the Group or Company or of a parent of the Company.
(b)
An entity is related to the Group and the Company if any of the following conditions applies:
(i)
The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is
related to the others).
(ii)
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other
entity is a member).
(iii)
Both entities are joint ventures of the same third party.
(iv)
One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v)
The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company.
If the Company is itself such a plan, the sponsoring employers are also related to the Company.
(vi)
The entity is controlled or jointly controlled by a person identified in (a).
(vii)
A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or
of a parent of the entity).
Significant accounting judgements and estimates
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting
period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability affected in the future periods.
48
ANNUAL REPORT 2014
3.
3.1
Significant accounting judgements and estimates (cont’d)
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed
below. The Group based its assumptions and estimates on parameters available when the financial statements was prepared. Existing
circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond
the control of the Group. Such changes are reflected in the assumptions when they occur.
(i)
Income taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is involved in determining the group-wide
provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain
during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised,
such differences will impact the income tax and deferred tax provisions in the period in which such determination was made. The
carrying amount of the Group’s income tax payable at 31 March 2014 was $36,000 (2013:$68,000). The carrying amount of deferred
tax assets and liabilities are disclosed in Note 19.
(ii)
Useful lives of property, plant and equipment
The cost of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management
estimates the useful lives of these property, plant and equipment as disclosed in Note 2.7. The carrying amount of the Group’s and the
Company’s property, plant and equipment at 31 March 2014 was $4,503,000 (2013: $7,288,000) and $651,000 (2013: $3,063,000),
respectively. Changes in the expected level of usage could impact the economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised.
(iii)
Impairment of non-financial assets
The Group assesses at each balance sheet date whether there are any indicators of impairment for all non-financial assets.
Determining whether the carrying values of property, plant and equipment and investment in associated companies on impaired
requires the Group to estimate the future cash flows expected from the asset or CGU and appropriate discount rate in order to calculate
the present value of the future cash flows. the carrying amount of property, plant and equipment and investment in subsidiaries and
associated companies at balance sheet date are disclosed in Notes 18, 17 and 16 respectively.
(iv)
Impairment of loans and receivables
The Group assesses at end of each reporting period whether there is any objective evidence that a financial asset is impaired. To
determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or
significant financial difficulties of the debtor and default or significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss
experience for assets with similar credit risk characteristics. The carrying amount of the Group’s and the Company’s trade and other
receivables at 31 March 2014 was $4,885,000 (2013: $6,523,000) and $1,481,000 (2013: $5,099,000), respectively.
(v)
Allowance for inventory obsolescence
Allowance for inventory obsolescence is estimated based on the best available facts and circumstances, including but not limited to,
the physical condition of the inventories, their market selling prices, and estimated costs to be incurred for their sales. The allowances
are re-evaluated and adjusted as additional information received affects the amount estimated. The carrying amount of the Group’s
and the Company’s inventories at 31 March 2014 was $17,778,000 (2013: $20,660,000) and $4,016,000 (2013: $6,425,000),
respectively.
49
ANNUAL REPORT 2014
4.
Revenue
4.
Revenue
Group
Sale of apparels, sporting
Salegoods,
of apparels,
footwear
sporting
and accessories
goods, footwear and accessories
5.
Group
1.4.2013
to
31.3.2014
$’000
1.4.2013
1.1.2012
to to
31.3.2014
31.3.2013
$’000
$’000
1.1.2012
to
31.3.2013
$’000
55,458
75,325
55,458
75,325
Other operating
5.
income
Other operating income
Group
Renta l income
Renta l income
- Third parties
- Third parties
- Related parties
- Related parties
Dividend income from quoted
Dividend
investments
income from quoted investments
(Loss)/gain on disposal(Loss)/gain
of property,on
plant
disposal
and equipment
of property, plant and equipment
Gain on disposal of quoted
Gain investments
on disposal of quoted investments
Amortisation of deferred
Amortisation
capital grants
of deferred capital grants
Membership fee incomeMembership fee income
Miscellaneous income Miscellaneous income
Group
1.4.2013
to
31.3.2014
$’000
1.4.2013
1.1.2012
to to
31.3.2014
31.3.2013
$’000
$’000
1.1.2012
to
31.3.2013
$’000
1,702
356
47
(66)
24
–
–
1,266
2,719
1,702
178 356
61 47
15 (66)
– 24
54 –
1 –
855
1,266
2,719
178
61
15
–
54
1
855
3,329
3,883
3,329
3,883
Included in miscellaneous
Included
income
in are
miscellaneous
governmentincome
grand and
are government
other income.
grand and other income.
6.
6.
Interest income
Interest income
Group
Ossia
OssiaInternational
InternationalLimited
Limitedand
andits
itsSubsidiaries
Subsidiaries
Ossia International Limited and its Subsidiaries
Notes
Notesto
tothe
theFinancial
FinancialStatements
Statements––31
31March
March2014
2014
from: Interest
income from:
Notes Interest
to theincome
Financial
Statements
– 31 March 2014
- Fixed deposits
7.7.
7.
- Fixed deposits
Group
1.4.2013
1.1.2012
to to
31.3.2014
31.3.2013
$’000
$’000
1.4.2013
to
31.3.2014
$’000
7
28
Finance
Financeexpense
expense
Finance expense
1.4.2013
1.4.2013
1.4.2013
toto
31.3.2014
31.3.2014
to
31.3.2014
$’000
$’000
$’000
Interest
Interestexpense
expenseon
onbank
bankloans,
loans,bills
billspayable,
payable,
bank
bank
overdrafts
overdrafts
and
and
finance
lease
leasebills
liabilities
liabilities
Interest
expense
onfinance
bank
loans,
payable,
bank overdrafts and finance lease liabilities
8.8.
8.
- 33 -
50
ANNUAL REPORT 2014
Auditor’s
Auditor’sremuneration
remuneration
- Auditor’s
- Auditors
Auditorsremuneration
ofofthe
theCompany
Company
7
Group
Group
Group
257
257
257
Loss
Lossbefore
beforeincome
incometax
tax
Loss before income tax
The
Thefollowing
followingitems
itemshave
havebeen
beenincluded
includedininarriving
arrivingatatloss
lossbefore
beforeincome
incometax:
tax:
The following items have been included in arriving at loss before income tax:
1.1.2012
to
31.3.2013
$’000
28
1.1.2012
1.1.2012
1.1.2012
toto
31.3.2013
31.3.2013
to
(Restated)
(Restated)
31.3.2013
(Restated)
$’000
$’000
$’000
120
120
120
- 33 -
1.4.2013
1.4.2013
1.4.2013
toto
31.3.2014
31.3.2014
to
31.3.2014
$’000
$’000
$’000
78
78
Group
Group
Group
1.1.2012
1.1.2012
1.1.2012
toto
31.3.2013
31.3.2013
to
31.3.2013
$’000
$’000
$’000
96
96
bankbank
overdrafts
overdrafts
and finance
and finance
leaselease
liabilities
liabilities
8.
8.
Loss before income tax
8.
The following items have been included in arriving at loss before income tax:
LossLoss
before
before
income
income
tax tax
The following
itemsitems
havehave
beenbeen
included
in arriving
at loss
before
income
tax: tax:
The following
included
in arriving
at loss
before
income
Auditor’s remuneration
- Auditors of the Company
- Other auditors
Auditor’s
Auditor’s
remuneration
Non-audit
fee remuneration
- Auditors
of theofCompany
- Auditors
the Company
- Other
auditors
auditors
- Other
Non-audit
Non-audit
feeof fee
Depreciation
property, plant and equipment (Note 18)
- Auditors
ofexchange
theofCompany
- Auditors
the Company
Net
foreign
loss/(gain)
- Other
- Other
auditors
auditors debts
Allowance
for/doubtful
Depreciation
Depreciation
of property,
of property,
plantplant
and equipment
and equipment
(Note(Note
18) 18)
Rental
expense:
foreign
Net foreign
exchange
exchange
loss/(gain)
loss/(gain)
-Net
Operating
lease
rentals
Allowance
for/doubtful
for/doubtful
debtsdebts
-Allowance
Contingent
lease
rentals
Rental
Rental
expense:
expense:
Staff
costs:
Operating
rentals
- Operating
lease
rentals
- Wages
andlease
salaries
- Contingent
lease
lease
rentals
rentals
- Contingent
Contribution
to defined
contribution plans
Staff
costs:
costs:costs
-Staff
Other
related
- Wages
and
--back
Wages
and
salariesloss on property, plant and
Write
of salaries
impairment
- equipment
Contribution
- Contribution
to defined
to defined
contribution
contribution
plansplans
(Note
18)
- Other
--off
Other
related
related
costscosts
Write
of property,
plant and equipment (Note 18)
WriteWrite
-back-back
of
impairment
of
lossplant
on
lossproperty,
on property,
plantplant
and
and18)
Impairment
loss
onimpairment
property,
and
equipment
(Note
equipment
(Note(Note
18) as
equipment
18)an expense in cost of sales
Inventories
recognised
Write
Write
-off11)
of
-off
property,
of property,
plantplant
and equipment
and equipment
(Note(Note
18) 18)
(Note
Impairment
Impairment
loss on
loss
property,
on property,
plantplant
and equipment
and equipment
(Note(Note
18) 18)
Foreign
exchange
loss/(gain)
Inventories
Inventories
recognised
recognised
as anasexpense
an expense
in cost
in cost
of sales
of sales
(Note(Note
11) 11)
Foreign
Foreign
exchange
exchange
loss/(gain)
loss/(gain)
Group
1.4.2013
1.1.2012
to
to
Group31.3.2013
31.3.2014 Group
1.4.2013
1.1.2012
1.4.2013
1.1.2012
$’000
$’000
to to
to to
31.3.2014
31.3.2013
31.3.2014
31.3.2013
$’000
$’000
$’000
78
96 $’000
45
74
78 78
19
– 45
45
2,846
19 19
153
– –
43
2,846
2,846
153 153
11,865
43 43
733
96
– 96
74 74
22
3,465
– –
(247)
22 22
11
3,465
3,465
(247)(247)
15,987
11 11
1,078
11,865
11,865
12,500
733 733
1,137
1,194
12,500
12,500
1,137
–1,137
1,194
1,194
1,721
683
– –
1,721
1,721
27,410
683 683
151
15,987
15,987
16,049
1,078
1,078
1,364
1,491
16,049
16,049
1,364
1,364
(33)
1,491
3361,491
6
(33) (33)
336 336
36,116
6 6
(247)
27,410
27,410
151 151
36,116
36,116
(247)(247)
- 34 - 34- 34
- -
51
ANNUAL REPORT 2014
9.
9.
Income tax
tax
Income
(a)
(a)
Major compnents of income tax expense
Major component s of income tax expense
The major components of income tax expense for the years ended 31 March 2014 and 31 March 2013.
The m ajor components of income tax expense for the year s ended 31 March 2014 and 31 March 2013 are:
Group
1.4.2013
to
31.3.2014
$’000
1.1.2012
to
31.3.2013
$’000
112
(33)
314
27
79
341
37
134
37
134
(130)
–
–
(155)
(55)
135
(130)
(75)
(14)
400
Consolidated statement of comprehensive income
Current income tax
- Current income taxation
- (Over)/under provision in respect of previous years
Withholding tax
Defe rred income tax (Note 19)
- Origination and reversal of temporary differences
- Benefits
unrecognised tax losses
Ossia International Limited
andfrom
itspreviously
Subsidiaries
- Under provision in respect of previous years
Notes to the Financial Statements – 31 March 2014
Income tax (credit)/expense recognised in the profit or loss
9.
Income tax (cont’d)
(b)
Relationship
between tax
expense
accounting
profit
(b)
Relationship
between
taxand
expense
and accounting
profit
Thereconciliation
reconciliationbetween
betweentax
taxexpense
expenseand
and
the
product
acco unting
multiplied
byapplicable
the applicable
corporate
The
the
product
of of
accounting
profitprofit
multiplied
by the
corporate
tax ratetax
forrate
the for
years ended
the
years
ended
31
March
2014
and
31
March
2013
are
as
follows:
31 March 2014 and 31 March 2013 are as follows:
Group
1.4.2013
to
31.3.2014
$’000
1.1.2012
to
31.3.2013
$’000
Loss before income tax
(9,149)
(4,242)
Tax calculated at a tax rate of 17% (2013: 17%)
Effect of different tax rates in other countries
Non-deductible expenses
Deferred tax assets not recognised
Share of results of the associated company
Income not subject to taxation
Tax rebates and exemptions
Utilisation of deferred tax benefits previously not recognised
Withholding tax
Over provision in respect of previous years
Others
(1,556)
(98)
1,546
728
(135)
(678)
–
–
37
73
69
(721)
(183)
821
1,092
(230)
(654)
(2)
(55)
134
162
36
(14)
400
Income tax (credit)/expense recognised in profit or loss
52
ANNUAL REPORT 2014
- 35 -
Ossia
Ossia International
International
Ossia International
Limited
Limited and
and its
its
Limited
Subsidiaries
Subsidiaries
and its Subsidiaries
Notes
Notes to
to the
the Financial
Notes
Financial
to the
Statements
Statements
Financial––Statements
31
31 March
March 2014
2014
– 31 March 2014
10.
10.
10.
10.
10.
10.
10.
Loss per share
Loss
per
share
Loss
Loss
Loss
per
per
per
share
share
share
Basic earningsBasic
per share
amounts
are calculated
byare
dividing
loss for
the
year attributable
to owners
of the Company
by the
weighted
average
earnings
per are
share
amounts
calculated
by
dividing
loss
for the
year
attributable
to
owners
of by
the
Company
by the weigh
Basic
Basic
Basic
earnings
earnings
earnings
per
per
per
share
share
share
amounts
amounts
amounts
are
are
calculated
calculated
calculated
byby
by
dividing
dividing
dividing loss
loss
loss
for
for
for
the
the
the
year
year
year
attributable
attributable
attributable
tototo
owners
owners
owners
ofofthe
ofthe
the
Company
Company
Company
by
by
the
the
the
weighted
weighted
weighted
number
of share
ordinary
shares
outstanding
during
the financial
year.during the financial year.
average
number
of
ordinary
shares
outstanding
Loss
Loss
per
per
10.
share
Loss
per
share
average
average
average
number
number
number
ofofordinary
ofordinary
ordinary
shares
shares
shares
outstanding
outstanding
outstanding
during
during
during
the
the
the
financial
financial
financial
year.
year.
year.
Diluted
earnings
per
share
amounts
are
calculated
by
dividing
lossloss
for
the
year
attributable
to the
owners
ofattributable
the of
Company
by the
weighted
average
Diluted
earnings
perper
share
amounts
are
calculated
by
dividing
loss
for for
the
year
attributable
tothe
owners
ofby
the
Company
by the
Basic
Basic
earnings
earnings
per
per
Basic
share
share
earnings
amounts
amounts
are
are
share
calculated
calculated
amounts
by
by
are
dividing
dividing
calculated
loss
by
for
for
dividing
the
the
year
year
attributable
attributable
loss
to
year
owners
owners
the
Company
Company
to
owners
of
by
by
the
the
the
Company
weighted
weighted
by weigh
the w
Diluted
Diluted
Diluted
earnings
earnings
earnings
per
per
per
share
share
share
amounts
amounts
amounts
are
are
are
calculated
calculated
calculated
by
by
by
dividing
dividing
dividing
loss
loss
loss
for
for
for
the
the
the
year
year
year
attributable
attributable
attributable
toto
to
to
owners
owners
owners
ofof
ofthe
ofthe
the
Company
Company
Company
by
by
the
the
the
weighted
weighted
weighted
number
of
ordinary
shares
outstanding
during
the
financial
year
plus
the
weighted
average
number
of
ordinary
shares
that
would
be
issued
on
average
number
of
ordinary
shares
outstanding
during
the
financial
year
plus
the
weighted
average
number
of
ordinary
shares
t
average
average
number
number
ofaverage
ordinary
ordinary
number
shares
shares
of
outstanding
outstanding
ordinary
shares
during
during
outstanding
the
the
financial
financial
during
year.
year.
the
financial
year.
average
average
average
number
number
number
ofof
of
of
ordinary
ordinary
ordinary
shares
shares
shares
outstanding
outstanding
outstanding
during
during
during
the
the
the
financial
financial
financial
year
year
year
plus
plus
plus
the
the
the
weighted
weighted
weighted
average
average
average
number
number
number
ofofof
ordinary
ordinary
ordinary
shares
shares
shares
t t t hat
hat
hat
the conversionwould
of all the
dilutive
potential
ordinary shares
intodilutive
ordinary
shares.ordinary shares into ordinar y shares.
be
issued
on
the
conversion
of
all
the
potential
would
would
would
bebe
be
issued
issued
issued
onon
on
the
the
the
conversion
conversion
conversion
ofofall
ofallthe
allthe
the
dilutive
dilutive
dilutive
potential
potential
potential
ordinary
ordinary
ordinary
shares
shares
shares
into
into
into
ordinar
ordinar
ordinar y yshares.
yshares.
shares.
Diluted
Diluted earnings
earnings per
per
Diluted
share
shareearnings
amounts
amounts
per
are
are
share
calculated
calculated
amounts
by
by dividing
are
dividing
calculated
loss
lossby
for
fordividing
the
the year
year attributable
attributable
loss for theto
to
year
owners
owners
attributable
of
of the
the Company
to
Company
owners by
by
of the
the weighted
Company
weighted by the w
The
following
tables
reflect
the
lossreflect
and
share
data
usedoutstanding
in
the
computation
of computation
basic
andyear
diluted
earnings
per share
for the
years
ended
31
The
following
tables
the
loss
and
share
data
used
in the
ofplus
basic
and
diluted
earnings
per
share
the
years
ende
average
average
number
number
of
of
average
ordinary
ordinary
number
shares
shares
ofand
ordinary
shares
outstanding
outstanding
during
during
the
the
financial
financial
during
year
year
the
plus
plus
financial
the
the
weighted
weighted
average
average
the
weighted
number
number
of
of
average
ordinary
ordinary
number
shares
shares
of
tfor
t ordinary
hat
hat
shares
The
The
The
following
following
following
tables
tables
tables
reflect
reflect
reflect
the
the
the
loss
loss
loss
and
and
share
share
share
data
data
data
used
used
used
in
inthe
inthe
the
computation
computation
computation
ofofbasic
of
basic
basic
and
and
and
diluted
diluted
diluted
earnings
earnings
earnings
per
per
per
share
share
share
forfor
for
the
the
the
years
years
years
ended
ended
ended
March:
31
March
2014:
would
would
would
be
be
issued
issued
on
the
the conversion
conversion
be issued on
of
of all
the
all the
the
conversion
dilutive
dilutive potential
potential
of all theordinary
ordinary
dilutive shares
potential
shares into
into
ordinary
ordinar
ordinarshares
yy shares.
shares.
into ordinar y shares.
3131
31
March
March
March
2014:
2014:
2014:on
Group
The
The following
following tables
tables
The
reflect
reflect
following
the
the tables
loss
loss and
and
reflect
share
share
thedata
data
loss
used
used
andin
inshare
the
the computation
computation
data used inof
of
the
basic
basic
computation
and
and diluted
diluted
ofGroup
earnings
basic
earnings
andper
per
diluted
share
shareearnings
for
for the
the years
years
per share
ended
ended
for the years e
Group
Group
1.4.2013
1.1.2012
31
31 March
March 2014:
2014: 31 March 2014:
1.4.2013
1.1.2012
1.4.2013
1.4.2013
1.1.2012
1.1.2012
to
to
tototo
tototo
31.3.2014
31.3.2013
Group
Group
Group
31.3.2014
31.3.2013
31.3.2014
31.3.2014
31.3.2013
31.3.2013
$’000
$’000
1.4.2013
1.4.2013
1.4.2013$’000
1.1.2012
1.1.2012
1.1.2012
$’000
$’000
$’000
$’000
$’000
to
to
to
to
to
31.3.2014
31.3.2013
31.3.2013
(9,118)
$’000 (4,652)
$’000
$’000
(4,652)
(4,652)
Loss
net ofto
tax
attributable
toCompany
owners
of
the
Company
used in the
computation
of 31.3.2014
basic
31.3.2014
Loss
net
oftax
tax
attributable
toowners
owners
ofthe
the
Company
used
inthe
the
computation
of
basic
Loss
Loss
net
net
ofoftax
attributable
attributable
toowners
ofofthe
Company
used
used
in
inthe
computation
computation
ofofbasic
basic
and
diluted
earnings
per
share
$’000
$’000
and
diluted
earnings
per
share
(9,118)
and
and
diluted
diluted
earnings
earnings
per
per
share
share
(9,118)
(9,118)
to
31.3.2013
(4,652)
$’000
Loss
Loss net
net of
of tax
tax attributable
attributable
Loss net to
of
to owners
tax
owners
attributable
of
of the
the Company
Company
to ownersused
used
of the
in
in Company
the
the computation
computation
used inof
of
the
basic
basic
computation of basic
and
and diluted
diluted earnings
earnings
andper
per
diluted
share
shareearnings per share
(9,118)
(9,118)
(4,652)
(4,652)
No
No
No
ofofshares
of(9,118)
shares
shares No of shares
No
No
No
ofofshares
of(4,652)
shares
shares No of shares
’000
’000
’000
’000
’000
’000
’000
’000
Weighted
average
number
of ordi
shares
inand
issue
for
basic
and diluted
per
No
No of
of shares
shares
Weighted
average
number
ofordi
ordi
nary
shares
innary
issue
for
basic
and
diluted
earnings
per earnings
Weighted
Weighted
average
average
number
number
ofofordi
nary
nary
shares
shares
ininissue
issue
for
for
basic
basic
and
diluted
diluted
earnings
earnings
per
per
share
computation
’000
’000
share
computation
252,629
share
computation
252,629
share
computation
252,629
No of shares
No
No of
of shares
shares
252,629
’000252,629
’000
’000
252,629
252,629
No of shares
252,629
’000
252,629 252,629
252,629
252,629
Weighted
Weighted average
averageWeighted
number
number of
ofaverage
ordi
ordi nary
nary
number
shares
shares
ofin
inordi
issue
issue
nary
for
forshares
basic
basic and
and
in issue
diluted
diluted
for basic
earnings
earnings
and diluted
per
per
earnings per
There
were
no dilutive
potential
ordinary
shares
as2014.
at
31 March 2014.
There
were
no
dilutive
potential
ordinary
shares
asas
31
March
2014.
There
were
nono
dilutive
potential
ordinary
shares
as
atatatat
31
March
There
were
no
dilutive
potential
ordinary
shares
31
March
2014.
share
share
computation
computation
share
computation
252,629
252,629
There
were
dilutive
potential
ordinary
shares
as
31
March
2014
and 2013
11.
11.
11.
11.
11.
11.were
There
There
were no
noInventories
dilutive
dilutive
There
potential
potential
were noordinary
ordinary
dilutive shares
potential
shares as
asordinary
at
at 31
31 March
shares
March 2014.
as
2014.
at 31 March 2014.
Inventories
Inventories
Inventories
Inventories
11.
Inventories
Inventories
Group
Group
Group
Group
Company
Company
Company Company
2014
2013
20142013
2013
2014
2014
2014
2013
2013
2013
2014
2014
2014
2013
2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Group
Group
Company
Company
Group
Company
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
19,298
20,659
4,337
6,107
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
19,298
19,298
19,298
20,659
20,659
20,659
4,337
4,337
4,337
6,107
6,107
6,107
84895
895 5 55
5648
648
8484
84
895
895
648
648
Balance sheet:
Balance
Balance
Balance
sheet:
sheet:
sheet:
Finished
goods
Finished
Finished
Finished
goods
goods
goods
(at(at
(at
cost
cost
cost
or
ornet
ornet
net(at cost or net
realisable
value)
realisable
realisable
realisable
value)
value)
value)
Goods-in-transit
(at cost)
Balance
sheet:
Balance
sheet:
Balance
Goods-in-transit
Goods-in-transit
Goods-in-transit
(at(at
(at
cost)
cost)
cost) sheet:
Finished goods
goods (at
(at
cost or
or goods
net
Finished
Finished
cost
net
(at cost or net
realisable value)
value) realisable value)
19,298
realisable
19,298
19,382
19,382
19,382
Goods-in-transit (at
(at
cost)
84
Goods-in-transit
Goods-in-transit
cost)
(at cost)
84
Less:
Allowance
for
inventory
Less:
Less:
Less:
Allowance
Allowance
Allowance
for
for
for
inventory
inventory
inventory
obsolescence
obsolescence
obsolescence
obsolescence
(1,604)
(1,604)
(1,604)
19,382
19,382
20,659
19,298
20,659
19,382
21,554
21,554
21,554
895
895
84
(1,604)
(894)
(894)
(894)
4,337
20,659
4,337
21,554
4,342
4,342
4,342
89555
(894)
(326)
(326)
(326)
19,382
21,554
21,554
(1,604)
(1,604)
(894)
(1,604)
(894)
21,554
4,342
4,342
20,660
4,016
4,016
4,016
(326)
(894)
(326)
17,778
17,778
17,778
20,660
20,660
20,660
4,016
4,016
17,778
Ossia International
Ossia International
Limited
and its
Limited
Subsidiaries
and17,778
its
Subsidiaries
17,778
20,660
20,660
20,660
Less: Allowance
Allowance for
for
inventory
Less:
Less:
inventory
Allowance for inventory 17,778
obsolescence
obsolescence
obsolescence
Notes to the Financial
Notes to the
Statements
Financial– Statements
31 March 2014
– 31 March 2014
11.
6,107
4,337
6,107
4,342
6,755
6,755
6,755
648
648
5
(326)
(330)
(330)
(330)
4,342
6,755
6,755
4,016
6,425
6,425
6,425
(330)
(326)
(330)
6,755
6,425
4,016
6,425
6,425
6,425
(330)
Inventories
11. (cont’d)
Inventories (cont’d)
Group
2014
$’000
Consolidated statement
of comprehensive
Consolidated
statement of income:
comprehensive income:
Inventories recognised
as an expense
in cost
ofexpense
sales in cost of sales
Inventories
recognised
as an
Inclusive of the following
charge:
Inclusive
of the following charge:
- -37
- 37
37- - - Inventories written-down
- Inventories written-down
- 37 -
-- 37
37 -12.
6,107
6,755
648
(330)
Group
2014
2013
$’000
$’000
2013
$’000
27,410
36,116
27,410
36,116
137
358
137
358
- 37 -
Trade and
12. other Trade
receivables
and other receivables
Group
2014
$’000
Trade receivables Trade
from external
receivables
parties
from external parties(i)
4,872 (i)
Group
2014
2013
$’000
$’000
4,872
5,996
2013
2014
$’000
$’000
5,996
310
Company
Company
2014
2013
201
$’000$’000
$’
53
ANNUAL
310REPORT
5382014
12.
Trade and other receivables
Group
2014
$’000
Trade receivables from external parties
(i)
Less: Allowance for doubtful trade debts
Receivables from related parties
Trade receivables from subsidiaries
Non-trade receivables from subsidiaries
Trade and other receivables
(i)
(ii)
(iii)
(iii)
Company
2013
$’000
2014
$’000
2013
$’000
4,872
5,996
310
538
(144)
(117)
–
–
4,728
157
–
–
5,879
644
–
–
310
90
674
407
538
580
3,735
246
4,885
6,523
1,481
5,099
Trade receivables are non -interest bearing and are generally on 30 to 90 days’ terms. They are recognised at their original
(i)
Trade
receivables
are non-interest
bearing
and areongenerally
on 30nition.
to 90 days’ terms. They are recognised at their original invoice
Ossia International
and
its
Subsidiaries
invoiceLimited
amounts which
represent
their
fair values
initial recog
amounts which represent their fair values on initial recognition.
Notes to(ii)the Financial
Statements
– 31parties
March
2014
The balances
due from related
are unsecured,
non-interest bearing and repayable in cash upon demand.
(ii)
The balances due from related parties are unsecured, non-interest bearing and repayable in cash upon demand.
(iii )
(iii)
12.
The balances due from subsidia ries are unsecured and non interest bearing , except for an amount of $230,000 (2013:
The
balances
due carries
from subsidiaries
unsecured
and non-interest
except
for an
of $230,000
(2013:
$537,000)
$537,000)
which
interest atare
5.5%
(2013: 5.5%)
per annumbearing,
Trade rec
areamount
generally
on 30 to 90
days’
terms,
eivables
which
carries interest
at 5.5%
5.5%)
per annum.
Trade receivables are generally on 30 to 90 days’ terms and non-trade
and
non-trade
receivables
are (2013:
repayable
in cash
upon demand.
are repayable
in cash upon demand.
Trade andreceivables
other receivables
(cont’d)
Receivables that
Receivables
that are
are past
pas tdue
duebut
butnot
notimpaired
impaired
The Group has trade receivables amounting to $1,502,000 (2013:$2,851,000) that are past due at the end of the reporting period but not
The
Group has trade receivables amounting to $1, 502,000 (2013: $2,851,000) that are past due at the end of the reporting period but
impaired.
These
receivables
are unsecured
and the
of their
ageing
of the
reporting
period is period
as follows:
not
impaired.
These
receivables
are unsecured
andanalysis
the analysis
of their
agat the
eingend
at the
end
of the reporting
is as follows:
Group
Trade receivables past due but not impaired:
Less than 30 days
30 to 60 days
61 to 90 days
91 to 120 days
More than 120 days
2014
$’000
2013
$’000
272
354
189
172
515
679
835
388
231
718
1,502
2,851
Receivables that are impaired
The Group’s trade receivables that are impaired at the end of the reporting period and the movement of the allowance accounts used to
record the impairment is as follows:
- 38 Group
2014
$’000
Trade receivables – nominal amounts
Less: Allowance for impairment
2013
$’000
144
(144)
117
(117)
–
–
Movement in allowance accounts:
At 1 January
Charge for the year
Written back
Exchange differences
117
38
(9)
(2)
110
32
(21)
(4)
At 31 March
144
117
54
ANNUAL REPORT 2014
rerbg
rbg
Ossia
Ossia
International
International
Limited
Limited
and
and
itsits
Subsidiaries
Subsidiaries
Notes
Notes
toTrade
to
the
the
Financial
Financial
Statements
Statements
– 31
– 31
March
March
2014
2014
12.
and
other receivables
(cont’d)
Trade and other receivables denominated in foreign currencies at 31 March 2014 and 31 March 2013 are as follows:
Group
Group
2014
2013
2014
2013
$’000
$’000
$’000
$’000
Chinese
Renminbi
Chinese
Renminbi
Hong
Kong
Dollar
Hong
Kong
Dollar
New
Taiwan
Dollar
New
Taiwan
Dollar
Australian
Dollar
Australian
Dollar
Malaysian
Ringgit
Malaysian
Ringgit
United
States
Dollars
United
States
Dollars
Japanese
Japanese
YenYen
Euro
Euro
13.13.
– –
1,272
1,272
2,269
2,269
16 16
805805
43 43
25 25
– –
2 2
455455
995995
272272
1,014
1,014
41 41
– –
80 80
Company
Company
2013
2013
$’000
$’000
– –
– –
– –
– –
– –
– –
25 25
– –
– –
– –
– –
– –
– –
(25)(25)
– –
– –
Other
13.
Other
current
current
assets
assets Other current assets
Group
Group
rerbg
rbg
2014
2014
$’000
$’000
Financial
assets
Financial assets
Financial
assets
Deposits
Deposits
Deposits
Sundry debtors
Sundry
Sundry
debtors
debtors
Advances
Advances
to to
principals
principals Advances to principals
2013
20132014
(Restated)
(Restated)
$’000
$’000$’000
1,692
1,692
1,612
1,612
378
378
Group Company
Company
Company
2013
2014
20142013
2013
20132014
(Restated) (Restated
(Restated )
(Restated
) )
$’000
$’000
$’000$’000
$’000
$’000$’000
1,684
1,6841,692
2,115
2,1151,612
3636 378
177
1771,684
72722,115
378
378 36
211
211 177
246
246 72
3636 378
211
246
36
3,8353,682
3,835
6273,835
627
493 627
493
493
(1,070)
(1,163)
(1,163)
– (1,163)
–
2,612
2,612
2,6722,612
2,672
6272,672
627
295
295
308
308 295
295
295
Movement
Movement
in in
allowance
allowanceMovement in allowance
accounts:
accounts:
accounts:
At 1 April
At At
1 April
1 April
1,163
1,163
Charge
year
Charge for the year
Charge
forfor
thethe
year
– –
Written
during
year
Written off during the year (127)
Written
offoff
during
thethe
year
(127)
Exchange
differences Exchange differences
Exchange
differences
3434
3,682
3,682
Less:
Allowance
for doubtful debts (sundry
Less:
Less:
Allowance
Allowance
forfor
doubtful
doubtful
debts
debts
(sundry
(sundry
debtors)
(1,070)
(1,070)
debtors)
debtors)
Non-financial
assets Non-financial assets
Non-financial
assets
recoverable
Tax recoverable
Tax
Tax
recoverable
March
At At
3131
March
13.13.
2014
2014
$’000
$’000
At 31 March
1,070
1,070
(127)
(127)
–
(127)
366 627
366
366
5 5 308
125
125
5
125
308 295
308
5 5 308
125
125
5
125
1,217
1,2171,163
–
– –
– – (127)
(54)
(54) 34
127
1271,217
–
– –
(127)
(127) –
– – (54)
127
127 127
–
– –
– – (127)
–
– –
127
–
–
–
1,1631,070
1,163
– –1,163
127
127
127
–
Other current
assets
denominated
in foreign
currencies
at31
31March
March
2014
31 March 2013 are as follows:
Other
Other
current
current
assets
assets
denominated
denominated
in in
foreign
foreign
currencies
currencies
at at
3131
March
March
2014
2014
and
and
31
March
2013
2013
areare
asand
as
follows:
follows:
Other
Other
current
current
assets
assets
Group Company
Company
Group
Group
Company
Group
Group
Company
Company
2014
2014
2013
2014
2013
2013
2014
2013
2014
2013
2014
2013
2014
2014
2013
2013
2014
2014
2013
2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
(Restated)
(Restated)
(Restated
(Restated
) )
5
–
–
Chinese
Chinese
Renminbi
Renminbi
5 5
– –
– –
– –
Financial
Financial
assets
assets Chinese Renminbi
New
Taiwan
Dollar
New Taiwan Dollar
641
681 641
– 681
–
–
New
Taiwan
Dollar
641
681
–177
– 211
Deposits
Deposits
1,692
1,692
1,684
1,684
177
211
Hong Kong Dollar
83
–
Hong
Hong
Kong
Kong
Dollar
Dollar
83
83
466
466
– –72466
– 246
– 246
Sundry
Sundry
debtors
debtors
1,612
1,612
2,115
2,115
72
Malaysian Ringgit
–
Malaysian
Malaysian
Ringgit
Ringgit
1,879
1,879
1,502
1,5021,879
– –1,502
– –
441
47
407
United
United
States
States
Dollars
Dollars United States Dollars
441
441
47
47
407
407
–
–
3,304
3,304
3,799
3,799
249249
457457
Less:
Less:
Allowance
Allowance
for for
doubtful
doubtful
debts
debts
(sundry
(sundry
(1,070)
(1,070)
(1,163)
(1,163)
– –
(127)
(127)
–
–
–
–
–
- 40
- 40- -
55
ANNUAL REPORT 2014
14.
Quoted Quoted
investments
14.
investments
2014
$’000
Group Group
2014
2013
$’000
$’000
2013
$’000
2014
$’000
2,291
-
Company
Company
2014
2013 2013
$’000
$’000 $’000
Held for Held
trading
forinvestments
trading investments
- Equity securities
- Equity securities
(quoted) (quoted)
15.
15.
-
-
2,291
-
2,291
2,291
Cash and
bank
balances
15.
Cash
and
Cash
bank
and
balances
bank balances
For the
the purposes
purposes
of the
the consolidated
consolidated
cash
statement,
the
cash
cash
equivalents
comprise
the
For
For the purposes
of
of the consolidated
cash flow
flowcash
statement,
flow statement,
the consolidated
consolidated
the consolidated
cash and
andcash
cashand
equivalents
cash equivalents
comprisecomprise
thefollowing:
following:
the following:
2014
$’000
Cash at banks
Cash atand
banks
on hand
and on hand
Fixed deposits-restricted
Fixed deposits-restricted
Group Group
2014
2013
$’000
$’000
2014
$’000
Company
Company
2014
2013 2013
$’000
$’000 $’000
3,117
1,033
3,264
604
3,264
604
128
–
128
–
398
–
398
–
Cash and
Cash
bankand
balances
bank balances
4,150 4,150
Ossia International Limited and its Subsidiaries
3,868
3,868
128
128
398
398
Notes
Less: Less:
Bank overdrafts
(Note 22)(Note 22)
toBank
the overdrafts
Financial
Statements –
Fixed deposits
Fixed -restricted
deposits-restricted
Cash and
Cash
bank
and
balances
bank balances
15.
3,117
1,033
2013
$’000
(1,398) (1,398)
(1,033) (1,033)
(1,490) (1,490)
(604) (604)
31 March(1,398)
2014 (1,398)
1,719
1,719
1,774
1,774
(1,224) (1,224)
–
–
(1,469) (1,469)
–
–
(1,096) (1,096)
(1,071) (1,071)
Cashdeposits-restricted
and cash equivalents
(cont’d)
Fixed
are placed
with various banks to provide security against banking facilities granted to subsidiaries.
Fixed at
deposits
restricted
are at
placed
with
various
tobank
provide
security
against
banking
facilities
subsidiaries.
Cash
banks earns
interest
floating
rates
basedbanks
on daily
deposit
rates.
The fixed
deposits
withgranted
financialtoinstitutions
mature on varying
dates within 1 month to 12 months (2013: 1 month to 9 months) from the financial year end. The interest rate of the deposits as at 31 March
Cash ranges
at banks
earns
interest
at floating
rates
based
on dailyper
bank
deposit rates.
The fixed deposits with financial institutions mature on
2014
from
0.95%
to 3.00%
(2013:
0.95%
to 3.00%)
annum.
varying dates within 1 month to 12 months ( 2013: 1 month to 9 months) from the financial year end. The interest rate of th e deposits as
at 31 and
March
2014
ranges from
0. 95% toin3.00%
0.95%
per annum.
Cash
cash
equivalents
denominated
foreign(2013:
currencies
at to
313.00%)
March 2014
and 31 March 2013 are as follows:
Cash and cash equivalents denominated in foreign cur rencies at 31 March 2014 and 31 March 2013 are as follows:
Group
2014
$’000
Euro
United States Dollars
Korean Won
Hong Kong Dollar
New Ta iwan Dollar
Malaysian Ringgit
16.
Company
2013
$’000
3
4
14
469
1,164
1,232
2014
$’000
80
41
–
455
995
1,014
2013
$’000
3
–
–
–
–
–
–
–
–
–
–
–
Investment in associated company
Group
2014
$’000
Unquoted shares, at cost
Share of post acquisition reserves
13,252
7,792
21,044
Company
2013
$’000
2014
$’000
2013
$’000
13,252
6,461
13,252
–
13,252
–
19,713
13,252
13,252
- 42 -- 42 -
The share of post acquisition reserves is made up as follows:
Group
56
ANNUAL REPORT 2014
1.4.2013
to
31.3.2014
$’000
1.1.2012
to
31.3.2013
$’000
Malaysian Ringgit
16.
Malaysian Ringgit
1,232
1,014
1,232
Investment
16.in associated
Investment
company
in associated company
Group
2014
$’000
1,014
–
Group
2013
2014
$’000
$’000
– –
–
Company
Company
2014
2013
2013
2014
2013
$’000
$’000
$’000
$’000
$’000
Unquoted shares, at cost
13,252
Unquoted shares, at cost
Share of post acquisition
reserves
7,792
Share
of post acquisition reserves
13,252
13,252
6,461
7,792
13,252
13,252
–
6,461
13,252
13,252
– –
13,252
–
21,044
19,713
21,044
13,252
19,713
13,252
13,252
13,252
The share
of postisacquisition
reserves
The share of post acquisition
reserves
made up as
follows:is made up as follows:
Group
OssiaOssia
International
Ossia
International
Ossia
International
Ossia
Ossia
International
Limited
International
International
Limited
Limited
andLimited
its
and
Limited
and
Subsidiaries
Limited
itsand
its
Subsidiaries
Subsidiaries
and
its
and
Subsidiaries
itsits
Subsidiaries
Subsidiaries
1.4.2013
to
31.3.2014
$’000
Group
1.1.2012
1.4.2013
toto
31.3.2013
31.3.2014
$’000
$’000
1.1.2012
to
31.3.2013
$’000
Notes
Notes
to
Notes
the
Notes
toFinancial
to
the
Notes
the
Notes
Financial
to Financial
the
toStatements
to
Financial
the
the
Statements
Financial
Statements
Financial
Statements
– 31Statements
March
–Statements
31
– 31
March
–March
2014
31–March
2014
–3131
2014
March
March
20142014
2014
Revenue reserve
Revenue reserve
Translation reserve Translation reserve
Revaluation reserve Revaluation reserve
16.
16.16.
Investment
16.
Investment
Investment
16.16.
in Investment
associated
inInvestment
associated
in
Investment
associated
company
in associated
incompany
in
associated
company
associated
(cont’d)
company
(cont’d)
(cont’d)
company
company
(cont’d)
(cont’d)
(cont’d)
5,551
(561)
2,802
6,610
5,551
(224)
(561)
75
2,802
6,610
(224)
75
7,792
6,461
7,792
6,461
The summarised
TheThe
summarised
summarised
Thefinancial
summarised
The
The
financial
summarised
information
financial
summarised
financial
information
information
financial
offinancial
information
the
of information
associated
ofinformation
thethe
associated
of associated
the
company
of ofassociated
the
company
the
associated
company
, associated
not company
adjusted
, not
, company
not
adjusted
company
,adjusted
fornotthe
,adjusted
for
not
,proportion
not
for
the
adjusted
the
adjusted
proportion
forproportion
the
offor
ownership
for
proportion
the
ofthe
proportion
ownership
of proportion
ownership
interest
of ownership
of
interest
held
of
ownership
interest
ownership
byheld
interest
the
held
by
interest
interest
by
the
held
theby
he
The summarised financial information of the associated company, not adjusted for the proportion of ownership interest held by the Group, is
Group,Group,
is Group,
as follows:
isGroup,
as
is follows:
asGroup,
follows:
Group,
is as follows:
is as
is as
follows:
follows:
as follows:
GroupGroup
GroupGroup
Group
Group
2014 2014
2014 2014
2013
2014
2014
2013
2013 2013 2013
2013
$’000 $’000
$’000$’000
$’000
$’000
$’000
$’000
$’000$’000$’000
$’000
AssetsAssets
and
Assets
liabilities:
and
Assets
and
liabilities:
Assets
liabilities:
Assets
and liabilities:
and
and
liabilities:
liabilities:
CurrentCurrent
assets
Current
assets
Current
assets
Current
Current
assetsassets
assets
Non-current
Non-current
Non-current
assets
Non-current
assets
Non-current
assets
Non-current
assetsassets
assets
638 638638 638631
638
638
631631 631 631
631
52,41652,416
52,416
52,416
48,931
52,416
52,416
48,931
48,931
48,931
48,931
48,931
Total assets
Total
Total
assets
assets
Total Total
assets
Total
assets
assets
53,05453,054
53,054
53,054
49,562
53,054
53,054
49,562
49,562
49,562
49,562
49,562
CurrentCurrent
liabilities
Current
liabilities
Current
liabilities
Current
Current
liabilities
liabilities
liabilities
liabilities
Non-current
Non-current
Non-current
Non-current
liabilities
Non-current
liabilities
Non-current
liabilities
liabilities
liabilities
- 43 -
Total liabilities
Total
Total
liabilities
liabilities
Total Total
liabilities
Total
liabilities
liabilities
Results:
Results:
Results:
Results:
Results:
Results:
Revenue
Revenue
Revenue
Revenue
Revenue
Revenue
(Loss)/profit
(Loss)/profit
(Loss)/profit
for (Loss)/profit
thefor
year/period
(Loss)/profit
for
the
(Loss)/profit
the
year/period
for
year/period
theforyear/period
for
thethe
year/period
year/period
- 43 -
146 146146 146146
146
146
146146 146 146
146
33,00033,000
33,000
33,000
33,000
33,000
33,000
33,000
33,000
33,000
33,000
33,000
33,14633,146
33,146
33,146
33,146
33,146
33,146
33,146
33,146
33,146
33,146
33,146
–
– –
– –– – – –
–
– –
(1,979)(1,979)
(1,979)
(1,979)
3,380
(1,979)
(1,979)
3,380
3,3803,3803,380
3,380
The following
TheThe
following
information
following
The following
information
The
The
information
following
relates
following
information
relates
toinformation
relates
the
information
associated
torelates
the
to the
associated
relates
to
relates
associated
company:
thetoassociated
to
the
company:
the
associated
company:
associated
company:
company:
company:
Effective
Effective
interest
interest
Effective
Effective
interest
interest
interest
Country
Country
of Effective
ofof
Country
Country
ofEffective
ofCountry
Country
of
interest
held
byheld
the
incorporation
incorporation
and
incorporation
and
held
held
and
byand
by
the
theheld
by
by
the
the
Cost
Cost
of Cost
of Cost
ofCost
ofof
incorporation
and by
incorporation
and incorporation
held
the
Cost
of
Group
GroupGroup
Group
GroupInvestment
Investment
Investment
Investment
Investment
Principal
Principal
Principal
activities
activities
Principal
Principal
activities
place
activities
ofplace
business
place
of
place
business
of
of
business
business
place
of business
NameName
Principal
activities
place
ofactivities
business
Group
Investment
NameName
Name
Name
2014
2013
2013
2014 2014
2014
2013
2013
2014
2014
2014
20132013
2013
2014
2013 2013 2013
2013
2014 2014
20132014
%
% % $’000
$’000$’000
% %
% %$’000
$’000
$’000
$’000
$’000$’000$’000
$’000
%
% %% %
$’000
Held
Held
by
by
Held
thethe
Company
Held
byCompany
Held
the
byCompany
by
the
the
Company
Company
Held by
the
Company
Harvey
Norman
Harvey
Norman
Harvey
Ossia
Norman
Harvey
Investment
Ossia
Norman
Norman
Investment
Ossia
Investment
holding
Ossia
Ossia
Investment
holding
Investment
holding
Investment
holding
Singapore
holding
Singapore
holding
Singapore
Singapore
40.0
Singapore
Singapore
40.0
40.0
40.0 40.0
40.0
13,252
40.0
40.0
40.0
13,252
40.0
13,252
40.0
40.0
13,252
13,252
13,252
13,252
13,252
13,252
13,252
13,252
13,252
HarveyHarvey
Norman
Ossia
(1) (1)
(1)
(Asia)
(Asia)
Pte
LtdLtd
(Asia)
Pte
(Asia)
Ltd
PtePte
LtdLtd(1) (1)
(Asia) Pte
LtdPte(1)(Asia)
Held by
Held
associated
Held
by by
Held
associated
associated
Held
by
company
Held
associated
bycompany
by
associated
company
associated
company
company
company
Investment
Investment
Investment
holding
Investment
holding
Investment
holding
Investment
holding
Singapore
holding
Singapore
holding
Singapore
Singapore
19.8
Singapore
Singapore
19.8
19.8
19.8 19.8
19.8
19.8
19.8
19.8
19.8 19.8
19.8
Pertama
Pertama
Holdings
Pertama
Pertama
Holdings
Holdings
Pertama
Pertama
Holdings
Holdings
Holdings
(1)
(1) (1)
(1)
(1) (1)
Pte. Ltd.
Pte.
Pte.
Ltd.Ltd.
Pte.
Ltd.
Pte.
Pte.
Ltd.
Ltd.
(1)
(1) (1)
(1)
(1) (1)
Audited
Audited
by
Audited
Ernst
by
Audited
&Ernst
byYoung
Audited
Ernst
Audited
&
byYoung
LLP,
&
Ernst
Young
byby
Singapore.
Ernst
&
LLP,
Ernst
Young
LLP,
&
Singapore.
Young
&Singapore.
LLP,
Young
Singapore.
LLP,
LLP,
Singapore.
Singapore.
57
ANNUAL REPORT 2014
17.17.
Investment
Investment
in in
subsidiaries
subsidiaries
Company
Company
2014
2013
2014
2013
$’000
$’000
$’000
$’000
Unquoted
shares,
at at
cost
Unquoted
shares,
cost
Less:
Impairment
loss
Less:
Impairment
loss
4,682
4,682
(2,956)
(2,956)
4,682
4,682
(2,164)
(2,164)
1,726
1,726
2,518
2,518
The
Company
had
thethe
following
subsidiaries
asas
at at
3131
March
2014
and
3131
March
2013:
The
Company
had
following
subsidiaries
March
2014
and
March
2013:
Name
Name
Country
of of
Country
incorporation
interest
incorporation Effective
Effective
interest
and
place
of of
held
byby
the
Company’s
cost
and
place
held
the
Company’s
cost
business
Group
of of
investment
business
Group
investment
2014
2014
2013
2014 2013
2013
2014
2013
%%
%%
$’000
$’000
$’000
$’000
Principal
activities
Principal
activities
Held
byby
the
Company
Held
the
Company
Ossia
Ossia
Ossia
International
Ossia
International
International
International
Ossia
Ossia
Limited
Limited
International
International
Limited
Limited
and
andand
its
itsand
Subsidiaries
Subsidiaries
Limited
Limited
itsits
Subsidiaries
Subsidiaries
and
and its
its Subsidiaries
Subsidiaries
(3) (3)
Sdn.
Bhd.
Sdn.
Bhd.
Alstyle
Marketing
Alstyle
Marketing
Designing
Designing
and
and
distribution
distribution
of of
Malaysia
Malaysia
100.0
100.0 100.0
100.0
282
282
282
282
100.0
100.0 100.0
100.0
1,080
1,080
1,080
1,080
fashion
wear
wear
and
accessories
Notes
Notes
Notes
Notes
to
tothe
the
toFinancial
to
the
Financial
the
Notes
Notes
Financial
Financial
Statements
to
Statements
to the
the
Statements
Statements
Financial
Financial
––31
31–Statements
March
Statements
March
31
–fashion
31
March
March
2014
2014
2014
––and
2014
31
31accessories
March
March 2014
2014
(3) (3)
Ossia
World
of of
Golf
(M)(M)
Sdn.
Bhd.
Ossia
World
Golf
Sdn.
Bhd.
Importation
Importation
and
and
distribution
distribution
of of
sports
sports
equipment,
equipment,
apparel
apparel
and
and
accessories
accessories
Malaysia
Malaysia
17.
17. 17.17.
Investment
Investment
Investment
Investment
17.
17.
ininsubsidiaries
subsidiaries
in subsidiaries
inInvestment
Investment
subsidiaries
(cont’d)
(cont’d)
in
in subsidiaries
(cont’d)
subsidiaries (cont’d)
(cont’d)
(4)(cont’d)
(4)
Ossia
Company
Limited
(HK)
Distribution
Distribution
of of
sporting
sporting
Hong
Hong
Kong
Kong
85.0
85.0
85.0
85.0
569
569
569
569
Ossia
Company
Limited
(HK)
equipment,
equipment,
accessories,
accessories,
Country
Country
Country
Country
of
of of of Country
Country of
of
apparel
apparel
and
and
footwear
footwear
incorporation
incorporation
incorporation
incorporation
incorporation
incorporation
Effective
Effective
Effective
Effective
interest
interest
interest
interest
Effective
Effective interest
interest
(1) (1)
and
and
place
place
and
and
place
of
ofplace
of ofheld
and
and
place
place
of
ofby
held
by
held
bythe
held
the
by
thethe100.0
Company’s
Company’s
held
held
Company’s
by
by
Company’s
the
the
cost
cost cost
cost
Company’s
Company’s
cost
cost
Great
Alps
Industry
Co.,
Great
Alps
Industry
Co.,
LtdLtd
Distribution
Distribution
of
of
bags,
bags,
Taiwan
Taiwan
100.0
100.0
100.0
677
677
677
677
Name
Name
Name
Name
Principal
Principal
Name
Name
Principal
Principal
activities
activities
activities
activities
Principal
Principal
business
business
activities
activities
business
business
Group
business
business
Group
Group
Group
of
ofinvestment
Group
Group
investment
of investment
of investment
of
of investment
investment
sporting
sporting
goods,
goods,
apparel
apparel
and
and
2014
20142014
2014
2013
20132013
2013
2014
2014
20142014
2014
2013
2013
2013
20132013
2013
2014
2014
2013
2013
accessories
accessories
%
% % %%
% % %$’000
$’000
%
% $’000
$’000
$’000
%
%
$’000$’000
$’000
$’000
$’000
$’000
$’000
Dormant
Dormant
Dormant
Dormant
Pacific
Pacific
Pacific
Leisure
Leisure
Pacific
Leisure
LeisurePacific
Pacific Leisure
Leisure
(5)
(5) (5)
(5)
(Australia)
(Australia)
(Australia)
(Australia)
Pty
PtyLtd
Ltd
Pty(5)Pty
Ltd(Australia)
Ltd
(Australia)
Pty
Pty Ltd
Ltd (5)
Australia
Dormant
Dormant
Australia
Australia
Australia100.0
100.0
Australia
Australia
100.0
100.0
93.7
93.7 93.7
93.7
100.0
100.0
645
645 64593.7
645
93.7645
645 645645
645
645
645
645
W.O.G.
WorldWorld
Golf
Pte
W.O.G.
W.O.G.
World
W.O.G.
ofofWorld
Golf
ofPte
W.O.G.
W.O.G.
Golf
of Golf
PteWorld
Pte
World
Dormant
Dormant
of
of Golf
Golf
Dormant
Dormant
Pte
Pte
(5) (5)
(5)
Ltd(5)(5)LtdLtd
Ltd
Ltd
Ltd (5)
Singapore
Singapore
Dormant
Dormant
Singapore
Singapore100.0
100.0
Singapore
Singapore
100.0
100.0
100.0
100.0100.0
100.0
100.0
100.0
1,429
1,4291,429
1,429
100.0
100.0
1,429
1,4291,429
1,429
1,429
1,429
1,429
1,429
4,682
4,6824,682
4,682
4,682
4,6824,682
4,682
4,682
4,682
4,682
4,682
Country
Country
Country
Country
of
of of of Country
Country of
of
incorporation
incorporation
incorporation
incorporation
and
and and
incorporation
incorporation
and
and
and
Effective
Effective
Effective
Effective
interest
interest
interest
interest
held
held
Effective
Effective
held
held interest
interest held
held
Name
Name
Name
Name
Name
Name
Principal
Principal
Principal
Principal
activities
activities
activities
activities
Principal
Principal
place
place
activities
activities
place
of
ofplace
business
business
of business
of business
place
placeby
of
of
bythe
business
business
the
by
Group
Group
by
thethe
Group
Groupby
by the
the Group
Group
2014
20142014
2014 2013
20132013
2014
2014
2013
2013
2013
%
% %% %
% %%
%
%
%
Held
Heldby
Held
byHeld
subsidiaries
subsidiaries
by by
subsidiaries
subsidiaries
Held
Held by
by subsidiaries
subsidiaries
(3)(3)
(3) (3)
(3)
(3)
(M)
(M)Alstyle
Sdn.
Sdn.
(M)(M)
Bhd.
Sdn.
Bhd.
Sdn.
Bhd.
Bhd.
(M)
(M)Designing,
Sdn.
Sdn.
Bhd.
Bhd.
Alstyle
Alstyle
Alstyle
International
International
Alstyle
International
International
Alstyle
International
International
Designing,
Designing,
Designing,
marketing
marketing
marketing
marketing
and
and
Designing,
Designing,
andandmarketing
marketing
and
and
Malaysia
Malaysia
Malaysia
Malaysia
distribution
distribution
distribution
distribution
ofoffashion
fashion
of fashion
ofwear
distribution
wear
fashion
distribution
wear
wear
of
of fashion
fashion wear
wear
and
andaccessories
accessories
andand
accessories
accessories
and
and accessories
accessories
(3)(3)
(3) (3)
(3)
(3)
- -45of45
- distribution
-distribution
Alstyle
Alstyle
Alstyle
Fashion
Fashion
Alstyle
Fashion
Fashion
Alstyle
Alstyle
Fashion
Fashion
Marketing
Marketing
Marketing
Marketing
and
and
distribution
distribution
andand
distribution
Marketing
Marketing
distribution
ofof
and
and
of
of
of
Malaysia
Malaysia
Malaysia
Malaysia
Sdn.
Sdn.Bhd.
Sdn.
Bhd.
Sdn.
Bhd.
Bhd.
Sdn.
Sdn.
Bhd.
Bhd.
fashion
fashion
fashion
and
and
fashion
sports
sports
andand
sports
apparel
apparel
sports
fashion
fashion
apparel
apparel
and
and sports
sports apparel
apparel
and
andaccessories
accessories
andand
accessories
accessories
and
and accessories
accessories
Wholesaler,
Wholesaler,
Wholesaler,
Wholesaler,
retailer
retailer
retailer
ofof
retailer
Wholesaler,
Wholesaler,
of of
retailer
retailer
of
of Malaysia
Malaysia
Malaysia
Malaysia
Alstyle
Alstyle
Alstyle
International
International
Alstyle
International
International
Alstyle
Alstyle International
International
(3)
(3)
(3) (3)
(3)
(3)
apparels
apparels
apparels
apparels
and
andothers
others
andand
others
others
apparels
apparels and
and others
others
Resources
Resources
Resources
Resources
Sdn.
Sdn.Bhd.
Sdn.
Bhd.
Sdn.
Resources
Bhd.
Resources
Bhd.
Sdn.
Sdn.
Bhd.
Bhd.
100.0
100.0
Malaysia
Malaysia
100.0
100.0100.0
100.0100.0
100.0
100.0
100.0
100.0
100.0
100.0
Malaysia
Malaysia
100.0
100.0100.0
100.0100.0
100.0
100.0
100.0
100.0
61.0
61.0
Malaysia
Malaysia
61.0
61.0 61.0
61.0 61.0
61.0
61.0
61.0
61.0
(2)(2)
(2) (2)
(2)
Dormant
Dormant
Dormant
Dormant
OssiaOssia
Marketing
Sdn.Bhd.
Bhd.
Ossia
Marketing
Ossia
Marketing
Marketing
Sdn.
Ossia
Sdn.
Ossia
Sdn.
Bhd.
Marketing
Marketing
Bhd.
Sdn.
Sdn.
Bhd.
Bhd. (2)
Dormant
Dormant
Malaysia
Malaysia
Malaysia
Malaysia
100.0
100.0
Malaysia
Malaysia
100.0
100.0100.0
100.0100.0
100.0
100.0
100.0
100.0
(2)
(2)
(2) (2)
(2)
58
Dormant
Dormant
Dormant
Dormant
U.S.U.S.
Marketing
Sdn.
Bhd.
U.S.U.S.
U.S.U.S.
U.S.U.S.
Marketing
Marketing
Marketing
Sdn.
U.S.U.S.
U.S.U.S.
Bhd.
Sdn.
Sdn.
Bhd.
Marketing
Marketing
Bhd.
Sdn.
Sdn.
Bhd.
Bhd. (2)
ANNUAL REPORT 2014
Dormant
Dormant
Malaysia
Malaysia
Malaysia
Malaysia
100.0
100.0
Malaysia
Malaysia
100.0
100.0100.0
100.0100.0
100.0
100.0
100.0
100.0
Notes to the Financial Statements – 31 March 2014
4,682
17.
Investment in subsidiaries (cont’d)
17.
Investment in subsidiaries (cont’d)
4,682
4,682 4,682
4,682
4,682
4,682
4,682
Country of
Country
of
Countryinterest
of
Country
ofCountry of
incorporation
and
Effective
held
Country
of incorporation
incorporation
and incorporation
and
and held
Effective
Effective
interest
interest
Effective
held
interest held
incorporation
Effective
interest
held
Name
Principal activities
placeand
of business
by the
Group
incorporation
Effective
interest
place
ofbybusiness
by the Group
Name
Name
NamePrincipal
Name
activities
Principal Principal
activities
place
activities
Principal
of business
place
activities
of business
the
place
Group
of
bybusiness
the Group
by
the Group
2014
2013
and place of
held by the
Company’s
cost 2014
2013
2014
2014
2013
% 2013 20142013
%
Name
Principal activities
business
Group %
of %
investment
%%
%
%
% %
2014
2013
2014
2013
(2)Held by subsidiaries
Held by subsidiaries
Held by subsidiaries
HeldBhd.
by subsidiaries
Decorion
Sdn.
Investment holding
Malaysia
100.0
100.0
%
%
$’000
$’000
(3)
(3)
(M)
Sdn. International
Bhd.
(M)Alstyle
Sdn.
Bhd.
(M) Sdn.
Bhd.
(M)(3)Sdn.
Bhd. (3) marketing
Alstyle International
Alstyle International
Alstyle
Designing,
International
Designing,
marketing
Designing,
and
marketing
and
Designing,
Malaysia
and
marketing
and 100.0
100.0 100.0
Malaysia
Malaysia
Malaysia 100.0
100.0 100.0
100.0
100.0
Dormant
Australia
100.0
93.7
645
645
Pacific
Leisure
(1)
distribution
distribution
of
fashion
wear
of
fashion
wear
distribution
distribution
of
fashion
wear
of
fashion
wear
Audited by members firms of Ernst & Young Global in Taiwan .
(5)
(Australia)
Pty Ltd
(2)
accessories
accessories
and accessories
and accessories
Audited
by Ernst & and
Young
LLP,and
Singapore.
Ossia
(3)
Audited by W.K. Lee & Co., CPA, Malaysia.
(3)
(3)
(3)
(3)
(4)
Alstyle Fashion
Alstyle
Fashion
Alstyle
Fashion
Alstyle
Marketing
Fashion
Marketing
distribution
Marketing
and
distribution
of and
Marketing
distribution
ofMalaysia
and distribution
of Malaysia of100.0
100.0 100.0
Malaysia 100.0
100.0 100.0
100.0
Malaysia
Sdn.
Bhd.
Bhd.
Sdn.
Bhd.and
Sdn.
Bhd.
Audited
bySdn.
TKNP
International,
CPA,
Malaysia.
(5)
fashion
and
fashion
sports
and
apparel
sports
apparel
fashion
and
fashion
sports
apparel
and
sports
apparel
Audited by FCC and Partners CPA Limited, Hong Kong .
W.O.G.
World of Golf Pte
Dormant
Singapore
100.0
100.0
1,429
1,429
(6)
and accessories
and accessories
and accessories
and accessories
(5) Not required to be audited by the law of its country of incorporation.
Ltd
International
Ossia International
Ossia
Limited
International
Ossia
and
Limited
International
its Subsidiaries
Limited
and its Subsidiaries
and
Limited
its Subsidiaries
and its Subsidiaries
Wholesaler,
Wholesaler,
retailer ofWholesaler,
retailer of Wholesaler,
retailerMalaysia
of retailer
of
61.0
Malaysia
Malaysia
Alstyle International
Alstyle International
Alstyle International
Alstyle
International
(3)
(3) the
(3)
(3)
Notes toResources
Notes
the Financial
to
Notes
theBhd.
Financial
to
Statements
Notes
the
Financial
to
Statements
–Bhd.
31
Financial
Statements
March
–others
312014
Statements
March
– others
31 2014
March
–others
312014
March
2014
apparels
and
apparels
and
apparels
and
apparels
and others
Sdn.
Resources
Resources
Sdn.
Bhd.
Sdn.
Resources
Sdn.
Bhd.
Acquisition
of non
-controlling
interest
17.
61.0 61.061.0
Malaysia
61.0
100.0
61.0
61.0
61.0
(2)
(2)
(2)
(2)
Dormant
Dormant
Dormant
Dormant
Malaysia
Malaysia
100.0
Malaysia
Malaysia
100.0 100.0
100.0
100.0
100.0
Ossia
Marketing
Ossia
Marketing
Sdn.
Bhd.
Sdn.
Bhd.
Ossia
Marketing
Sdn.
Ossia Marketing
Sdn.
Bhd.the
Pty 100.0
Ltd from
i ts non-controlling
In
March
2013,
Company
acquired
theBhd.
remaining
6.3%
equity
interest
in Pacific
Leisure 100.0
(Australia)
4,682
4,682
interests fo r a cash consideration of $1 . As a result of this acquisition, Pacific Leisure (Australia) Pty Ltd became a wholly -owned
subsidiary of the Company as at 31 March 2013 . The carrying value of the net liabilities of the Pacific Leisure (Australia ) at date of
(2)
(2)
(2)
(2)
Dormant
Dormant
Dormant
Malaysia
Malaysia
100.0
Malaysia
Malaysia
100.0The
100.0
100.0 100.0
100.0
U.S.U.S.
Marketing
U.S.U.S.
Marketing
Sdn.
U.S.U.S.
Bhd.
Sdn.
Marketing
Bhd.
Sdn.amount
Bhd.(cont’d)
U.S.U.S.
Marketing
Sdn.
Investment
17.
17.
Investment
in subsidiaries
Investment
17.
inBhd.
subsidiaries
(cont’d)
Investment
inDormant
subsidiaries
(cont’d)
in
subsidiaries
(cont’d)
acquisition
was
$1,119,000
and
the
carrying
of the
additional
interest
acquired
was $ 100.0
71,000.
difference
of
$ 71,000100.0
between
Country
of
the consideration and the varying value of the additional interest acquired has been recogn ised as “Premium paid on acquisition of non incorporation
and
Effective
interest
held
Country
ofCountry of
Country
of Country
of
controlling interests”
within (2)
equity. (2)
(2)
(2)
O.F.
Marketing
Sdn.
Bhd.
O.F. Sdn.
Marketing
O.F.
Marketing
Sdn. Bhd.
Sdn.
Bhd.Dormant
O.F. Marketing
Bhd.
Dormant
Dormant
Dormant
Malaysia
Malaysia
100.0
Malaysia
100.0
Malaysia
100.0
100.0
100.0
100.0
Name
Principal
activities
place
of business
by100.0
the
Group
incorporation
incorporation
and
incorporation
and incorporation
and
and100.0
Effective
interest
Effective
held
Effective
interest
held
interest
Effective
held
interest
held
2014
2013
Name
Name
activities
Principal
activities
place
activities
Principal
ofownership
business
place
activities
ofinterest
business
place in
of
byPacific
business
the
place
Group
of
bybusiness
the(Australia)
Group
by
thePty
Group
byon
the Group
The
following Name
summarises
thePrincipal
effectName
of the
changePrincipal
in the Group’s
Leisure
Ltd
the equity
% 2013 20142013
%
2014
2014
2014
2013
2013
(2) owners of
(2) the Compa
to
ny:Bhd. (2)Dormant Dormant
O.F.
Sdn.
Active
Bhd.O.F.
Sdn.
Active
Bhd. (2)Sdn.
O.F. Activeattributable
Sdn.Active
Bhd.O.F.
Dormant
Dormant
Malaysia Malaysia 100.0
Malaysia 100.0
Malaysia
100.0 100.0
100.0 100.0
100.0
100.0
Held by subsidiaries
%
% %
% %
%%
%
2013
(3)
(2)
(2)Sdn. Bhd.
Alstyle
International
Designing,
marketing
Malaysia
100.0
Decorion Sdn.
Decorion
Bhd.
Sdn.
Decorion
Bhd.(M)
Sdn.
Decorion
Investment
Bhd. (2)Sdn.
Investment
holding
Bhd. (2) Investment
holding and
holding
Investment
Malaysia
holding
Malaysia 100.0
Malaysia 100.0
100.0
Malaysia
100.0 100.0
100.0 100.0
100.0
100.0
$’000
distribution of fashion wear
and accessories
Consideration
paid
for (1)
acquisition
of Ernst
non-controlling
interests
#
(1)
(1)
(1)
Audited
by Audited
members
byAudited
firms
members
of
Ernst
by members
firms
Audited
& Young
of
byfirms
members
Global
& of
Young
Ernst
infirms
Global
Taiwan
& Young
of Ernst
.inGlobal
Taiwan
& Young
in
. Global
Taiwan . in Taiwan .
(1)
Audited
by
firms of Ernst &interests
Young Global in Taiwan.
Decrease
in
attributable
to LLP,
non-controlling
(71)
(2)
(2)
(2) equity
(2) member
(3)
Audited
by
Audited
Ernst
&
Young
by
Audited
Ernst
LLP,
&
by
Young
Singapore.
Ernst
Audited
&
Young
by
Singapore.
Ernst
LLP,
&
Young
Singapore.
LLP,
Singapore.
Alstyle Fashion Sdn. Bhd.
Marketing and distribution of
Malaysia
100.0
100.0
(3)
(3)
(3)
Audited
by Audited
W.K.
Leeby&
Audited
W.K.
Co.,(3)Lee
CPA,
by &
W.K.
Audited
Malaysia.
Co.,Lee
CPA,
by
& W.K.
Co.,
Malaysia.
CPA,
Lee
&Malaysia.
Co.,
CPA, Malaysia.
fashion
and
sports
apparel
(2)
Audited by
W.K. Lee
& Co., of
CPA,
Malaysia.
Decrease
in
toMalaysia.
owners
the
Company
(71)
(4)
(4)
(4) equity attributable
(4)
Audited
by Audited
TKNP
International,
byAudited
TKNP
International,
byCPA,
TKNP
Audited
International,
by
CPA,
TKNP
Malaysia.
International,
CPA, Malaysia.
CPA, Malaysia.
and
accessories
(5)
(5)
(5)
(5)
Audited by Audited
FCC andbyPartners
Audited
FCC and
by
CPA
Partners
FCC
Audited
Limited,
andby
CPA
Partners
FCC
Hong
Limited,
and
Kong
CPA
Partners
Hong
. Limited,
Kong
CPA
Hong
. Limited,
Kong Hong
.
Kong .
(3)
Audited by
TKNP International, CPA, Malaysia.
(6)
(6)
(6)
Not Alstyle
required
Not
to(6)
required
be audited
Nottorequired
be
by the
audited
Not
law
to be
required
of
byWholesaler,
audited
its
the
country
law
to by
be
of the
of
its
audited
incorporation.
country
law of
byits
of
the
country
incorporation.
law ofof
itsincorporation.
country
of incorporation.61.0
retailer
of
Malaysia
61.0
International
# Amount less than thousan ds of dollars
45 Kong.
- - 45 - - 45 - - 45 apparelsCPA
andLimited,
others -Hong
Resources
Sdn.
Bhd.(3)
(4)
Audited
by FCC and Partners
Impairment of investment in subsidiaries
(2)
Acquisition
Acquisition
of non
-controlling
Acquisition
of non
-controlling
Acquisition
interest
of non
interest
of non
interest
Dormant
Malaysia
100.0
100.0
Ossia
Marketing
Sdn.
Bhd.
(5)
Not
required
to be-controlling
audited
by-controlling
the
law of itsinterest
country of incorporation.
During the last financia l period, management performed an impairment assessment for the investments in certain subsidiaries and an
Pty
Ltd
from
ts from
non-controlling
In March 2013,
In March
the Company
In
2013,
March
the 2013,
acquired
Company
In March
the the
Company
2013,
acquired
remaining
thethe
acquired
Company
remaining
6.3% the
equity
acquired
remaining
6.3%
interest
equity
the 6.3%
in
remaining
Pacific
interest
equity
Leisure
in
6.3%
interest
Pacific
equity
(Australia)
Leisure
in Pacific
interest
(Australia)
Leisure
in Pacific
(Australia)
PtyiLeisure
Ltd
Pty
(Australia)
iLtdtsfrom
non-controlling
Ptyi Ltd
ts non-controlling
from i ts no
impairment loss of $ 745,000 (2)
was recognised for the ye ar ended 31 March 2013 to write down the cost of investment to the recoverable
Dormant
Malaysia
100.0
100.0
U.S.U.S.
Marketing
Sdn.
Bhd.
interests fo
interests
r
a
cash
fo
interests
consideration
r
a
cash
fo
interests
r
consideration
a
of
cash
$1
fo
.
consideration
As
r
a
of
a
cash
$1
result
.
consideration
As
of
of
a
this
$1
result
.
acquisition,
As
of
of
a
this
result
$1
.
acquisition,
Pacific
As
of
a
this
result
Leisure
acquisition,
Pacific
of
this
(Australia)
Leisure
acquisition,
Pacific
Pty
(Australia)
Leisure
Ltd
Pacific
became
(Australia)
Pty
Leisure
Ltd
a
became
wholly
Pty
(Australia)
Ltd
a
-owned
became
wholly
Pty
Ltd
a
-owned
wholly
became
a-owned
whol
Acquisition
of non-controlling
interest
amounts,
determined
using the value
in use basis.
subsidiary of
subsidiary
the Company
subsidiary
of the Company
as of
subsidiary
at the
31 Company
March
as of
at the
2013
31 March
as
Company
. The
at 31
2013
carrying
March
as
. The
atvalue
2013
31
carrying
March
.ofThe
thevalue
2013
carrying
net of
liabilities
. The
the
value
carrying
netofofliabilities
the
thevalue
Pacific
net ofliabilities
ofthe
the
Leisure
Pacific
net
of liabilities
the
(Australia
Leisure
Pacific
of )the
(Australia
atLeisure
Pacific
date of(Australia
) atLeisure
date )of(Australia
at date o
acquisitionIn
acquisition
was
$1,119,000
acquisition
wasthe$1,119,000
and
acquisition
was
the carrying
$1,119,000
and the
was
amount
carrying
$1,119,000
and of
thethe
amount
carrying
additional
andofthe
amount
thecarrying
interest
additional
of the
amount
acquired
additional
interest
ofwas
the
acquired
interest
$additional
71,000.
was
acquired
interest
$The71,000.
difference
was
acquired
$ The
71,000.
of
difference
was
$ 71,000
The
$ 71,000.
difference
ofbetween
$ 71,000
Theofdifference
between
$ 71,000ofbetween
$ 71,0
March
2013,
Company
(2) acquired the remaining 6.3% equity interest in Pacific Leisure (Australia) Pty Ltd from its non-controlling shareholders
O.F.
Marketing
Sdn.
Bhd.
Dormant
Malaysia
100.0
100.0
the consideration
the
consideration
and
the
the
consideration
varying
and
the
the
consideration
varying
and
the
varying
and
the
varying
value
of
the
additional
interest
acquired
has
been
recogn
has
acquired
been
ised
has
recogn
as
been
“Premium
ised
recogn
has
as
been
paid
“Premium
ised
recogn
on
as
acquisition
“Premium
paid
ised
on
as
acquisition
of
paid
“Premium
non
on
acquisition
of
paid
non
on
of
acquisit
non
value
of
the
value
additional
of
the
value
additional
interest
of
the
acquired
interest
additional
interest
acquired
for a cash consideration of $1. As a result of this acquisition, Pacific Leisure (Australia) Pty Ltd became a wholly-owned subsidiary of the
controlling Company
interests”
controllingwithin
controlling
interests”
equity.
within
interests”
controlling
equity.
within
interests”
equity.
within
equity.
as at 31 March 2013. The carrying value of the net liabilities of the Pacific Leisure (Australia) at date of acquisition was $1,119,000
(2) of the additional interest acquired was $71,000. The difference of $71,000 between the consideration paid and the
and Active
the carrying
amount
O.F.
Sdn. Bhd.
Dormant
Malaysia
100.0
100.0
The following
Thesummarises
following
The summarises
following
the effect
The
summarises
of
following
the
theeffect
change
summarises
the
of the
effect
in the
change
of
Group’s
the
thein
effect
change
the
ownership
Group’s
of the
in the
change
ownership
interest
Group’s
in inthe
ownership
Pacific
interest
Group’s
Leisure
in interest
ownership
Pacific
(Australia)
Leisure
in Pacific
interest
Pty
(Australia)
Leisure
Ltd
in Pacific
on(Australia)
PtyLeisure
Ltd
the on
equity
Pty
(Australia)
Ltd
theonequity
Pty Ltd
the on
equity
carrying value of the additional interest acquired has been recognised as “Other reserve” within equity.
attributableattributable
to ownersattributable
of
tothe
owners
Compa
attributable
to
of owners
the
ny: Compa
oftothe
owners
ny:Compa
of the
ny: Compa ny:
The following summarises the effect of the change in the Group’s ownership interest in Pacific Leisure (Australia) Pty Ltd on the equity attributable
2013
2013
2013
2013
to owners of the Company:
$’000
$’000
$’000
$’000
Consideration
Consideration
paid forConsideration
acquisition
paid forConsideration
acquisition
ofpaid
non-controlling
for acquisition
of paid
non-controlling
interests
for of
acquisition
non-controlling
interests
of non-controlling
interests interests
Decrease inDecrease
equity attributable
Decrease
in equity attributable
to
inDecrease
non-controlling
equity attributable
toinnon-controlling
equity
interests
attributable
to non-controlling
interests
to non-controlling
interests interests
#
(71)
#
(71)
#
(71)
#
(71)
Decrease inDecrease
equity attributable
Decrease
in equity attributable
to
inDecrease
owners
equity attributable
of
tointhe
owners
equity
Company
attributable
to
of owners
the Company
oftothe
owners
Company
of the
Company
- 46
-
(71)
(71)
(71)
(71)
- 45 # Amount less
# Amount
than thousan
#less
Amount
than
dsthousan
less
of# dollars
Amount
thands
thousan
of
less
dollars
than
ds thousan
of dollarsds of dollars
Impairment
Impairment
of investment
Impairment
of investment
in subsidiaries
Impairment
of investment
in subsidiaries
of investment
in subsidiaries
in subsidiaries
During the During
last financia
theDuring
last
l period,
financia
the During
last
management
l period,
financia
the last
management
l period,
performed
financia
management
l period,
performed
an impairment
management
performed
an impairment
assessment
performed
an impairment
assessment
for the
an impairment
investments
assessment
for the investments
assessment
inforcertain
the investments
subsidiaries
inforcertain
the investments
insubsidiaries
and
certain
an subsidiaries
in and
certain
an subsidia
and an
impairmentimpairment
loss of $ impairment
745,000
loss of was
$ 745,000
impairment
loss
recognised
of $was
745,000
loss
recognised
forofthe
was
$ 745,000
yerecognised
arforended
the
was
ye31
recognised
for
ar March
ended
the ye2013
31
arfor
ended
March
the
to write
ye
31
2013
arMarch
down
ended
to write
the
2013
31 cost
March
down
to of
write
the
2013
investment
down
cost
to of
write
the
investment
tocost
down
the of
recoverable
the
investment
tocost
the recoverable
of investment
to the recoverable
to the
amounts, determined
amounts, amounts,
determined
using the determined
value
amounts,
usinginthe
usevalue
determined
using
basis.
in
the
use
value
using
basis.
in the
usevalue
basis.in use basis.
59
ANNUAL REPORT 2014
(5)
(6)
Audited by FCC and Partners CPA Limited, Hong Kong .
Not required to be audited by the law of its country of incorporation.
Acquisition
Acquisitionof
ofnon-controlling
non -controllinginterest
interest
In March 2013, the Company acquired the remaining 6.3% equity interest in Pacific Leisure (Australia) Pty Ltd from its non-controlling shareholders
In March 2013, the Company acquired the remaining 6.3% equity interest in Pacific Leisure (Australia) Pty Ltd from i ts non-controlling
for
a cashfoconsideration
of $1. As aofresult
acquisition,
LeisurePacific
(Australia)
Pty Ltd
became
of the
interests
r a cash consideration
$1 . ofAsthis
a result
of thisPacific
acquisition,
Leisure
(Australia)
Ptya wholly-owned
Ltd became asubsidiary
wholly -owned
Company
31 Company
March 2013.
carrying
liabilities
of the
(Australia)
at date ofLeisure
acquisition
was $1,119,000
subsidiaryasofatthe
as The
at 31
Marchvalue
2013of. the
Thenet
carrying
value
of Pacific
the netLeisure
liabilities
of the Pacific
(Australia
) at date of
and
the carrying
of the
additional
interest
acquired
was
$71,000.
The difference
$71,000
between
consideration
paid and
the
acquisition
was amount
$1,119,000
and
the carrying
amount
of the
additional
interest
acquired of
was
$ 71,000.
The the
difference
of $ 71,000
between
carrying
value
of
the
additional
interest
acquired
has
been
recognised
as
“Other
reserve”
within
equity.
the consideration and the varying value of the additional interest acquired has been recogn ised as “Premium paid on acquisition of non -
controlling interests” within equity.
The following summarises the effect of the change in the Group’s ownership interest in Pacific Leisure (Australia) Pty Ltd on the equity attributable
to
owners
of the
Company: the effect of the change in the Group’s ownership interest in Pacific Leisure (Australia) Pty Ltd on
The
following
summarises
the equity
attributable to owners of the Compa ny:
2013
$’000
Consideration paid for acquisition of non-controlling interests
Decrease in equity attributable to non-controlling interests
#
(71)
Decrease in equity attributable to owners of the Company
(71)
# Amount less than thousan ds of dollars
#Impairment
Amount lessof
than
thousandsinofsubsidiaries
dollars
investment
Impairment
of investment
in subsidiaries
During the last
financia l period,
management performed an impairment assessment for the investments in certain subsidiaries and an
impairment loss of $ 745,000 was recognised for the ye ar ended 31 March 2013 to write down the cost of investment to the recoverable
During the year, management performed an impairment assessment for the investments in certain subsidiaries and an impairment loss of
amounts, determined using the value in use basis.
$792,000 (2013:$745,000) was recognised for the year ended 31 March 2014 to write down the cost of investment to the recoverable amounts.
The recoverable amounts of the investments have been determined based on a value in use calculation using cash flow projections from
financial budgets approved by management covering a 5-year period.
- 46 -
60
ANNUAL REPORT 2014
61
ANNUAL REPORT 2014
18. 18.
3,339
3,339
166 166
(905)(905)
(511)(511)
– –
(23) (23)
2,066
2,066
– –
– –
– –
– –
14 14
(122)(122)
1,958
1,958
At 31
AtMarch
31 March
20132013
and and
1 April
1 April
20132013
Additions
Additions
Disposals
Disposals
Write-offs
Write-offs
Reclassification
Reclassification
Adjustment
Adjustment
to cost
to cost
Exchange
Exchange
differences
differences
At 31
AtMarch
31 March
20142014
2,162
2,162
2,116
2,116
592 592
– –
(104)(104)
(417)(417)
– –
(25) (25)
1,877
1,877
513 513
(69) (69)
(155)(155)
(37) (37)
(13) (13)
14,719
14,719
15,383
15,383
2,108
2,108
(79) (79)
(2,762)
(2,762)
417 417
– –
(348)(348)
13,220
13,220
4,198
4,198
(456)(456)
(1,475)
(1,475)
– –
(104)(104)
769 769
820 820
– –
– –
(36) (36)
– –
– –
(15) (15)
572 572
359 359
(104)(104)
(2) (2)
– –
(5) (5)
1,218
1,218
1,321
1,321
40 40
(28) (28)
(65) (65)
– –
– –
(50) (50)
1,208
1,208
152 152
(21) (21)
(62) (62)
37 37
7 7
Leasehold
Leasehold
land,land,
Furniture,
Furniture,
fixtures,
fixtures,
Plant,
Plant,
machinery
machinery
building
building
and and Computer
fittings
fittings
and and
and and
office
office
Computer
improvements
renovations
vehicles
improvements equipment
equipment
renovations Motor
Motor
vehicles equipment
equipment
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
CostCost
1 January
At 1 At
January
20122012
Additions
Additions
Disposals
Disposals
Write-offs
Write-offs
Reclassification
Reclassification
Exchange
Exchange
differences
differences
Group
Group
Property,
Property,
plant
plant
and and
equipment
equipment
Notes
Notes
to the
to the
Financial
Financial
Statements
Statements
– 31– March
31 March
2014
2014
Ossia
Ossia
International
International
Limited
Limited
andand
its Subsidiaries
its Subsidiaries
20,826
20,826
21,706
21,706
2,740
2,740
(107)(107)
(2,967)
(2,967)
– –
14 14
(560)(560)
20,216
20,216
5,388
5,388
(1,555)
(1,555)
(2,205)
(2,205)
– –
(138)(138)
Total
Total
$’000
$’000
62
ANNUAL REPORT 2014
166 166
91 91
–
–
–
–
–
–
(11) (11)
(9) (9)
237 237
At 31AtMarch
31 March
20132013
and 1and
April
1 2013
April 2013
Depreciation
Depreciation
charge
charge
for the
foryear
the year
Disposals
Disposals
Write-offs
Write-offs
Impairment
Impairment
loss loss
Adjustment
Adjustment
to cost
to cost
Exchange
Exchange
differences
differences
At 31At
March
31 March
20142014
1,7211,721
1,9001,900
31 March
At 31At
March
20142014
At 31At
March
31 March
20132013
Net carrying
Net carrying
amount
amount
976 976
192 192
(707)(707)
–
–
–
–
–
–
(272)(272)
(23) (23)
4,0734,073
1,8401,840
12,879
12,879
11,310
11,310
2,3252,325
(14) (14)
(1,162)
(1,162)
665 665
25 25
(270)(270)
10,344
10,344
2,7862,786
(324)(324)
6
6
–
–
(33) (33)
(1,390)
(1,390)
(79) (79)
- 49- -49 -
612 612
453 453
1,7091,709
1,5041,504
237 237
–
–
(12) (12)
3
3
–
–
(23) (23)
1,4761,476
249 249
(50) (50)
–
–
(22) (22)
–
–
(144)(144)
(5) (5)
333
100
(59)
–
(23)
–
(1)
(2)
472 472
338 338
431 431
348 348
117 117
–
–
(25) (25)
–
–
–
–
(9) (9)
333
100
(59)
–
(23)
–
(1)
(2)
231 231
151 151
1,0671,067
1,0901,090
76 76
(27) (27)
(47) (47)
15 15
–
–
(40) (40)
1,0001,000
138 138
(38) (38)
–
–
45 45
–
–
(62) (62)
7
7
7,2887,288
4,5034,503
16,323
16,323
14,418
14,418
2,8462,846
(41) (41)
(1,246)
(1,246)
683 683
14 14
(351)(351)
14,129
14,129
3,4653,465
(1,178)
(1,178)
6
6
–
–
(33) (33)
(1,869)
(1,869)
(102)(102)
Leasehold
Leasehold
land,land,
Furniture,
Furniture,
fixtures,
fixtures,
Plant,
Plant,
machinery
machinery
building
building
and and Computer
fittings
and and
and office
and office
Computer fittings
improvements
vehicles
TotalTotal
improvements equipment
equipment renovations
renovations Motor
Motor
vehicles equipment
equipment
$’000$’000
$’000$’000
$’000$’000
$’000$’000
$’000$’000
$’000$’000
Accumulated
Accumulated
depreciation
depreciation
and impairment
and impairment
loss loss
At 1 January
At 1 January
20122012
Depreciation
Depreciation
charge
charge
for the
forperiod
the period
Disposals
Disposals
Impairment
Impairment
loss loss
Reclassification
Reclassification
WriteWrite
-back-back
of impairment
of impairment
loss loss
Write-offs
Write-offs
Exchange
Exchange
differences
differences
Group
Group
18. 18. Property,
Property,
plantplant
and equipment
and equipment
(cont’d)
(cont’d)
Notes
Notes
to the
to the
Financial
Financial
Statements
Statements
– 31–March
31 March
20142014
Ossia
Ossia
International
International
Limited
Limited
andand
its Subsidiaries
its Subsidiaries
63
ANNUAL REPORT 2014
1,5741,574
At 31AtMarch
31 March
20142014
449 449
At 31At
March
31 March
20132013
25
2,2732,273
25
3,4033,403
2,8742,874
698 698
666 666
(835)(835)
2,1352,135
834 834
6
6
(68) (68)
(33) (33)
3,4283,428
5,1475,147
366 366
(2,502)
(2,502)
417 417
3,0483,048
2,1672,167
(68) (68)
- 50- -50 -
392 392
1,1821,182
At 31At
March
31 March
20142014
Net carrying
Net carrying
amount
amount
31 March
At 31At
March
2014 2014
1,0181,018
164 164
3
3
(3) (3)
At 31At
March
31 March
20132013
and 1and
April
1 2013
April 2013
Depreciation
Depreciation
charge
charge
for the
foryear
the year
Impairment
Impairment
loss loss
Write-offs
Write-offs
878 878
140 140
–
–
–
–
–
–
1,4671,467
531 531
(7) (7)
(417)(417)
At 31AtMarch
31 March
20132013
and 1and
April
1 2013
April 2013
Additions
Additions
Write-offs
Write-offs
Reclassification
Reclassification
Accumulated
Accumulated
depreciation
depreciation
and impairment
and impairment
loss loss
At 1 January
At 1 January
2012 2012
Depreciation
Depreciation
charge
charge
for the
foryear
the year
Impairment
Impairment
loss loss
Write-offs
Write-offs
WriteWrite
-back-back
of impairment
of impairment
loss loss
1,0011,001
466 466
–
–
96
63
–
–
70
26
–
–
–
294 294
231 231
159 159
96
63
–
–
70
26
–
–
–
390 390
390 390
–
–
–
–
–
–
86 86
304 304
–
–
58
55
–
47
2
79
66
13
14
(14)
45
21
–
–
–
81
47
2
79
66
13
14
(14)
45
21
–
–
–
81
113 113
–
–
(32) (32)
–
–
58
55
–
Furniture,
Furniture,
fixtures,
fixtures,
Plant,
Plant,
machinery
machinery
Computer
Computer fittings
fittings
and and
and office
and office
equipment
equipment renovations
renovations Motor
Motor
vehicles
vehicles equipment
equipment
$’000$’000
$’000$’000
$’000$’000
$’000$’000
CostCost
At 1 January
At 1 January
2012 2012
Additions
Additions
Write-offs
Write-offs
Company
Company
18. 18. Property,
Property,
plantplant
and equipment
and equipment
(cont’d)
(cont’d)
Notes
Notes
to the
to the
Financial
Financial
Statements
Statements
– 31–March
31 March
20142014
Ossia
Ossia
International
International
Limited
Limited
andand
its Subsidiaries
its Subsidiaries
3,0633,063
651 651
4,8224,822
4,0544,054
937 937
683 683
(852)(852)
3,1283,128
1,0211,021
6
6
(68) (68)
(33) (33)
5,4735,473
7,1177,117
897 897
(2,541)
(2,541)
–
–
4,1934,193
2,9922,992
(68) (68)
TotalTotal
$’000$’000
18.
18.
Property,plant
plantand
andequipment
equipment(cont’d)
(cont’d)
Property,
Additions
to property,
and equipment
of the Group
financial year
includes
$______
(2013:
$304,000) by means of finance
During
the financial
year,plant
the Group
acquired property,
plantfor
andthe
equipment
with an
aggregate
cost of $nil
(2012:$304,000)
acquired
under
finance
leases
and
$203,000
for
which
payments
have
y
et
to
be
settled
as
at
31
March
2014.
leases. The cash outflow on acquisition of property, plant and equipment amounted to $2,650,000 (2012: $4,881,000).
As carrying
at 31 March
2014,
the Group
haand
s property,
plant
equipment
with aattotal
ne tofcarrying
amount
of $283,000
The
amount
of property,
plant
equipment
heldand
under
finance leases
the end
the reporting
period
was $283,000 (2012:$393,000).
(2013: $393,000) which were acquired under finance lease .
Lease assets are pledged as security for the related finance lease liabilities.
Lease assets are pledged a s security for the related finance lease liabilities.
As at 31 March 2014, the leasehold land and building of the Group consist of the following:
As at 31 March 2014, the leasehold land and building of the Group consist of the following:
Property/(Location)
No. 89 Jalan 10/91,
Taman Shamelin Perkasa,
56100 Kuala Lumpur (Malaysia)
Purpose
Office and
warehouse
Approximate
land area
(in sq metre)
Approximate
gross floor
area
(in sq metre)
1,456
2,081
Tenure
of lease
80 years expiring
on
11 September
2082
Impairment of assets
Ossia International Limited and its Subsidiaries
During the current financial year, the Group recorded an impairment loss of $_____ (2013: $6,000), representing
Notes
the
Financial
Statements
– 31
March 2014
OssiatoInternational
Limited
and
its
Subsidiaries
Impairment
of property,
and
the write-down
of relevantplant
assets
to equipment
the recoverable amount , in “Distribution cost s” line item of profit or loss for the
financial year ended 31 March 2013. The recoverable amount was determined based on the expected profitability
Notes toDuring
Financial
Statements
31
March
year,retail
the Group
carried
review
oflease
the 2014
recoverable
amount of its furniture, fixtures, fittings and renovations because certain retail
ofthe
the the
relevant
outlets
over out
the–a
remaining
term.
19.
18.
19.
outlets had been persistently making losses. An impairment loss of $683,000 (31.3. 2013: $6,000), representing the write-down of relevant
assets to the recoverable amount was recognised in “Distribution costs” line item of profit or loss for the financial year ended 31 March 2014.
Deferred tax assets
The recoverable amount was determined based on the expected profitability of the relevant retail outlets over the remaining lease term.
Deferred
taxtax
as at
31 March relates to the following:
Deferred
assets
Group
Deferred tax as at 31 March relates to the following:
Deferred tax liabilities
Accelerated tax depreciation
Deferred tax liabilities
Accelerated tax depreciation
Consolidated
Consolidated statement of
Group comprehensive income
balance sheet
2014 Consolidated
2013
2014
2013
Consolidated
statement
of
$’000balance sheet
$’000
$’000
$’000
comprehensive income
2014
2013
2014
2013
$’000
$’000
$’000
$’000
–
7
––
77
–
7
Deferred tax assets
Provisions and accruals
Deferred tax assets
Other items
Provisions and accruals
Unutilised tax loss
Other items
Unutilised tax loss
Deferred tax expenses (Note 9)
Deferred tax expenses (Note 9)
(7)
6
(7)
6
(256)
(186)
(70)
(39)
(40)
(256)
(54)
(40)
(350)
(54)
(20)
(186)
(32)
(20)
(238)
(32)
(20)
(70)
(33)
(20)
(10)
(39)
(32)
(10)
(33)
(32)
(350)
(238)
(130)
(130)
(75)
(75)
As at 31 March 2014, the Group had unutilised tax losses and other temporary differences, and capital allowances of approximately $18,212,000
A deferred tax l iability of approximately $Nil (2013: $Nil) that could arise upo n the distribution of profits of a subsidiary compan y has not been
- profits
50 are
- isavailable
(2013:$22,958,000)
and $1,727,000
(2013:$269,000)
which
for and
offset
against
future taxable
profits,
to the
agreement
provided
for as at 31 March
2014 as the
distribution of the
controlled
there
is currently
no intention
forsubject
the profits
to be
remitted of
into
the
tax
authorities
and
compliance
with
certain
provisions
of
the
tax
legislation
of
the
respective
countries
in
which
the
Group
operates.
Deferred
Singapore.
A deferred tax l iability of approximately $Nil (2013: $Nil) that could arise upo n the distribution of profits of a subsidiary compan y has not been
tax benefits have not been recognized on unutilised tax losses and other temporary differences, and capital allowances of approximately
provided for as at 31 March 2014 as the distribution of the profits is controlled and there is currently no intention for the profits to be remitted into
$10,876,000 (2013:$16,279,000) and $1,364,000 (2013:$nil) due to the uncertainty of their recoverability.
Singapore.
64
ANNUAL REPORT 2014
20.
20.
20.
Trade
Tradeand
andother
other
20. payables
payables
Trade and other payables
Group
Group
Trade and other payables
2014 Group
2014
$’000
$’000
2014
$’000
Trade
Trade
l lparties
payables – externa l parties
2,763
Tradepayables
payables –– externa
externa
parties
2,763
payables–– related
related
party
1,160
Trade
Trade
party
payables – related party
1,160
Trade payables
payables
externa
l parties
2,763
Other payables
payables
subsidiaries
Other
Other
11
Trade
payables––subsidiaries
related
partypayables – subsidiaries1,160
Sundrypayables
creditors– subsidiaries
840
Sundry
creditors
Sundry creditors
840
Other
1
Depositscreditors
received
766
Deposits
received
Deposits received
766
Sundry
840
Accruedoperating
operating
expenses
2,664
Accrued
Accrued operating expenses 2,664
Deposits
received expenses
766
Deferredincome
income expenses
197
Deferred
Deferred income
197
Accrued
operating
2,664
Deferred income
197
8,391
8,391
8,391
20132014
2013
$’000
$’000
2013$’000
$’000
4,085
2,763
4,085
383
383
1,160
4,085
–– 1
383
855
855
– 840
728 766
728
855
5,455
5,455
2,664
728
78 197
78
5,455
78
11,584
11,584
8,391
11,584
Group
Company
Company
Company
20142013
20132014
2014
2013
Company 2013
$’000
$’000
$’000
$’000
$’000
2014$’000
2013$’000
$’000
$’000
585
4,085
1,083
1,083
585
1,083 585
710 383
40 710
710
40
40
585
1,083
–– –
–– –
–
710
40
448
506
448
506
506
– 855
– 448
464 728
469 464
464
469
469
448
506
828
2,606
828
5,455
2,606
2,606
464
469 828
197 78
78 197
197
78
78
828
2,606
197
78
3,232
3,232
11,584
4,782
4,782
3,232
4,782
3,232
4,782
Deposits
Depositsreceived
received are
are non-interest
non-interest
Deposits received
bearing
bearingare
and
and
non-interest
refundable
refundablebearing
at
atthe
theexpiration
expiration
and refundable
of
ofthe
thelease
lease
at theterm.
term.
expiration of the lease term.
Deposits received are non-interest bearing and refundable at the expiration of the lease term.
Tradeand
andother
otherpayables
payables
Trade
denominated
and otherinin
payables
foreigncurrencies
denominated
currenciesat
at31
31
in March
foreign
March 2014
currencies
2014and
and31
31
at March
31
March
March
2013
2014
areand
asfollows:
follows:
31 March 2013 are as follows:
Trade
denominated
foreign
2013
are
as
Trade and other payables denominated in foreign currencies at 31 March 2014 and 31 March 2013 are as follows:
Group
Group
Company
Company
Group
Company
2014
2014
2013
2014 Group 2013
20132014
20142013
20132014
Company 2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2014
2013$’000
2014$’000
2013$’000
$’000
$’000
$’000
$’000
UnitedStates
StatesDollars
Dollars United States Dollars
598
814 598
301 814
317 301
United
598
814
301
317
317
Euro States Dollars Euro
215
991 215
207 991
977 207
Euro
215
991
207
977
977
United
598
814
301
317
JapaneseYen
Yen
37
268 37
32 268
251 32
Japanese
Japanese Yen
37
268
32
251
251
Euro
215
991
207
977
MalaysianRinggit
Ringgit
1,723
2,018
16
Malaysian
Malaysian Ringgit
1,723
2,018
1,723
16
2,018
–– 16
–
Japanese
Yen
37
268
32
251
HongKong
KongRinggit
Dollars
(311)
697(311)
Hong
Dollars
Hong Kong Dollars
(311)
697
–– 697
–– –
–
Malaysian
1,723
2,018
16
NewTaiwan
Taiwan
Dollars
2,748
3,320
New
New Taiwan Dollars
2,748
3,320
2,748
–3,320
–– –
–
Hong
Kong Dollars
(311)
697
–
New Taiwan Dollars
2,748
3,320
–
–
21.
21.
21.
Bills
Billspayable
payable21.
Bills payable
Bills payable
Ossia International
Ossia
Limited
International
and its
Group
Group
2014
2014 Group 2013
20132014
Limited
Subsidiaries
and
$’000
$’000
$’000
$’000
2014its Subsidiaries
2013$’000
$’000
$’000
Notes Bills
to
Financial
Notes to
Statements
thepayable
Financial
– 31Statements
March 2014– 31 March 2014
payable
Bills
Billsthe
payable
-Bills
-secured
secured
payable
- secured
21.
- secured
766
766
766
Group
Company
Company
Company
2014
20142013
20132014
2013
Company 2013
$’000
$’000
$’000
$’000
$’000
2014$’000
2013$’000
$’000
$’000
3,406
3,406 766
3,406
727
3,406
727
727
2,759
2,759 727
2,759
2,759
The
Thepayable
interestrange
rate s from
of bills
2.00%
payable
to
range (2013:
from 2.00%
1.46%
2.66%)
(2013:
per
1.46%.. The
to
2.66%)
bills
per annum
mature
. The
on
varying
payable
dates
matur
The interest
interest rate
ratess of
of bills
bills
payable
range
from
2.00%
to 8.35%
8.35%
(2013:
1.46%toto
to8.35%
2.66%)
per annum
annum
The
bills payable
payable
mature
onbills
varying
dates
The interest rates of bills payable range from 2.00% to 8.35% (2013: 1.46% to 2.66%) per annum. The bills payable mature on varying dates
within
11month
to
within
(2013:
1 month
11range
month
to 6from
months
to
(2013:
1 month
financial
to 6year
months)
end.
from
financial
end.. The bills payable mature on varying dates
within
month
tos66months
months
(2013:
month
to66months)
months)
from
financial
year
end.to
The interest
rate
of
bills
payable
2.00%
tofrom
8.35%
(2013:
1.46%
2.66%)
peryear
annum
Bills payable
21. to
(cont’d)
Bills payable
within
1 month
month
6 months
months
(2013: 1
1 (cont’d)
month to
to 6
6 months)
months) from
from financial
the financial
within
1
to 6
(2013:
month
yearyear
end.end.
Billspayable
payabledenominated
denominated
Bills payable
foreign
denominated
curren cies
foreign
31
March
curren
2014
cies
and
at 31
31 March
March
2013
2014
andfollows:
as31follows:
March 2013 are as follows:
Bills
ininforeign
currencies
atinat
31
March
2014
and
31
March
2013
areare
as
Group
2014
$’000
United States Dollars United States Dollars
Euro
Euro
Japanese Yen
Japanese Yen
Malaysian Ringgit
Malaysian Ringgit
22.
313
335
79
39
Group
2014
2013
$’000
$’000
1,165
313
1,342
335
37079
20739
Company
Company
2013
2014
2013
2014
2013
$’000
$’000
$’000
$’000
$’000
313
1,165
335
1,342
79
370
207
–
969
313
1,342
335
12679
– –
969
1,342
126
–
Duringthe
thecurrent
currentfinancial
financial
Duringyear,
year,
the the
current
theCompany
Company
financial
has
year,
breached
the
Company
certain
has
financial
breached
covenants
certain
the banking
covenants
facilities
of the
(Note
banking
2 two1)
facilities
extended
(Note
by 2two 1)
During
breached
certain
financial
covenants
of
tradeoffinancial
financing
facilities
extended
by
banks.
The
banks. The
banks.
did
notThe
meet
Company
the
required
did not
minimum
meet
theconsolidated
required minimum
tangible
consolidated
networth
minimum
networth
tangible
networth.
minimum
tangible networth.
to year Subs
Company
didCompany
not fulfill the
requirement
to maintain
the
minimum
consolidated
tangible
net worthand
fortangible
credit lines
of $7.5and
million
and Subsequent
unconsolidated
end, representations
end,
of indulgences
representations
of
given
indulgences
by $335,000
the two
were
banks
by
the
the
Company
two
tothey
the
will
Company
not
that they
an ofevent
will
of default
declare
anline
under
event the
of def
tangible
net worth for another
credit linewere
of $2
million.
ofgiven
the to
first
credit
line banks
wasthat
drawn
down
anddeclare
$150,500
the not
second
credit
banking
facilities
to facilities
the2014
Company,
eand
xtended
notwithstanding
to the Company,
the breach
notwithstanding
in part
relation
the
to the
breach
compliance
ininrelation
toliabilities
the compliance
these
covenants.
these
covenants.
with
with
was
drawn
down easxtended
ofbanking
31 March
both
amounts
are presented
as
of bills
payable
current
at the end
of the
reporting
-- 53
53 -- 53 period. These bills payable have a repayment term of up to 120 days. The banks are contractually entitled to request for immediate repayment
- 53 of the outstanding bills payable in the event of breach of covenant.
Borrowings
22.
Borrowings
Subsequent to the financial year and, the Company obtainedGroup
agreement from oneGroup
of the banksCompany
to waive the breach Company
of financial covenant as
Maturity
2014
Maturity
2013
2014
2014
2013
2013
2014
at the test date of 31 March 2014. The other bank has not requested for immediate repayment of the outstanding
bills payable as2013
at the date
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
when these financial statements were authorised for issue. The directors are confident that the Company will be in a position to repay all affected
outstanding bills payable if the banks require immediate repayment of the outstanding bills payable.
Current
Current
Bank overdrafts (NoteBank
15) overdrafts
On demand
(Note 15)
Bank loans
Bank loans On demand
- secured
- secured
Finance lease liabilitiesFinance lease liabilities
1,398
On demand
2,512
On demand
1,490
1,398
2,512
–
1,224
1,490
– –
1,469
1,224
– –
1,469
–
65
ANNUAL REPORT 2014
end, representations
end, representations
ofend,
indulgences
representations
of indulgences
were given
of indulgences
were
by the
given
twowere
by
banks
thegiven
two
to the
by
banks
the
Company
to
twothe
banks
that
Company
they
to the
will
that
Company
not
they
declare
will
that
not
an
they
declare
event
will of
not
andefault
event
declareofan
default
under
eventtheof und
de
banking facilities
banking
e xtended
facilities
banking
to
e xtended
the
facilities
Company,
toe the
xtended
notwithstanding
Company,
to thenotwithstanding
Company,
the breach
notwithstanding
the
in relation
breachtoin
the
the
relation
breach
compliance
tointhe
relation
compliance
the covenants.
compliance
these
with to
with these covenants.
with these covenants.
22.
22.
Borrowings
22.
Borrowings
Borrowings
Group
Group
Group
Company Company Company
Maturity Maturity
2014 Maturity
2014 20132014 2013 20142013 2014 20132014 2013
2013
$’000
$’000 $’000
$’000 $’000 $’000
$’000 $’000 $’000
$’000 $’000
$’000
Current
Current
Current
Bank overdrafts
Bank (Note
overdrafts
15)
Bank(Note
overdrafts
On
15)demand
(NoteOn
15)demand
1,398
On demand
1,398 1,490
1,398 1,490 1,224
1,490 1,224 1,469
1,224 1,469
Bank loans Bank loans Bank loansOn demandOn demand
2,512
2,512
–
– –
– –
2,512
–
–
–
On demand
- secured - secured - secured
Finance lease
Finance
liabilities
lease
Finance
liabilities
lease liabilities
(Note 26(b))(Note 26(b)) (Note 26(b)) 2013
2013 68 2013 68
89 68
89
50 89
50
54 50
54
3,978
3,978 1,579
3,978 1,579 1,274
1,579 1,274 1,523
1,274 1,523
1,469
–
54
1,523
Non-current
Non-current
Non-current
Ossia
OssiaInternational
International
Ossia
Limited
Limited
International
and
andits
itsSubsidiaries
Subsidiaries
Limited and its Subsidiaries
2014 –
2014 –
Finance lease
Finance
liabilities
lease
Finance
liabilities
lease2014
liabilities
–
2014 –
2014 –
(Note 26(b))(Note 26(b)) (Note 26(b)) 2017
2017 127 2017 127
22.
22.
Borrowings
Borrowings(cont’d)
22.
(cont’d) Borrowings (cont’d)
–
2014 –
Notes
Notestoto
the
theloans
Financial
Financial
Notes
Statements
Statements
to
theloans
Financial
–2017
–31
31March
March
Statements
2014
20142017
– 312,610
March 2014
2017
2,610
–
Bank
Bank
loans
Bank
2,610
2,737
2,737
–
–
–
198 127
198
112 198
198
2,737
198
112 198
–
–
–
–
112
162 112
162
162
112
162 112
162
162
The
Theborrowings
borrowingsofofthe
theGroup
The
Group
borrowings
are
aresecured
secured
of the
bybycGroup
corporate
orporate
are guarantees
secured
guarantees
by from
cfrom
orporate
the
theCompany
Company
guarantees
and
andfrom
personal
personal
the Company
guarantee
guarantee
and
amounting
amounting
personaltoto
guarantee
approximately
approximately
amounting t
The borrowings of the Group are secured by corporate guarantees from the Company and personal guarantee amounting to approximately
$122,000
$122,000(2013:
(2013:$119,000)
$119,000)
$122,000
from
froma (2013:
adirector
director
$119,000)
and
anda anon
non
from
-controlling
-controlling
a directorshareholder
shareholder
and a non of
-controlling
ofa asubsidiary.
subsidiary.
shareholder of a subsidiary.
$122,000 (2013: $119,000) from a director and a non-controlling shareholder of a subsidiary.
The
Theweighted
weightedaverage
averageeffective
effective
The weighted
interest
interest
average
rates
ratesatat
effective
the
theend
endof
interest
ofthe
thereporting
reporting
rates at period
the
period
endare
are
of as
the
asfollows:
reporting
follows: period are as follows:
The weighted average effective interest rates at the end of the reporting period are as follows:
Group
Group
Bank
Bankoverdrafts
overdrafts
Bank overdrafts
Bank
Bankloans
loans
Bank loans
Finance
Financelease
leaseliabilities
liabilities Finance lease liabilities
2014
2014
%%
2013
20132014
%% %
6.65
6.65
3.21
3.21
2.77
2.77
6.89
6.896.65
– – 3.21
2.77
2.772.77
Group
Company
Company
Company
2014
20142013
2013
20132014
2013
%% %
%% %
%
4.96
4.966.89
–– –
1.84
1.842.77
5.42
5.424.96
–– –
1.84
1.841.84
5.42
–
1.84
Borrowings
Borrowingsdenominated
denominated
Borrowings
ininforeign
foreigncurrencies
denominated
currenciesatat31
in
31foreign
March
March
currencies
2014
2014and
andat
3131
31
March
March
March
2013
2013
2014
are
areas
and
asfollows:
follows:
31 March 2013 are as follows:
Group
Group
2014
2014
$’000
$’000
23.
23.
Malaysian
MalaysianRinggit
Ringgit
Taiwan
TaiwanDollars
Dollars
Malaysian Ringgit
Taiwan Dollars
Share
Sharecapital
capital
23.
Share capital
2,923
2,923
2,419
2,419
2014
2014
No.
No.ofofshares
shares
’000
’000
Issued
Issuedand
andfully
fullypaid
paid Issued and fully paid
ordinaryshares
shares
ordinary
ordinary shares
thebeginning
beginningand
and At the beginning and
AtAtthe
endofofthe
theyear
year
end
end of the year
252,629
252,629
- 54 - - 54 2013
20132014
$’000
$’000
$’000
–2,923
–
–2,419
–
- 54 -
Group
Company
Company
Company
2014
20142013
2013
20132014
2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
––
––
–
–
––
––
–
–
Group
Groupand
andCompany
Company Group and Company
2013
20132014
2014
20142013
2013
20132014
of shares
No.
No.ofNo.
ofshares
shares
No. of shares
’000
’000’000
$’000
$’000’000
$’000
$’000
$’000
252,629
252,629
252,629
31,351
31,351
252,629
31,351
31,351
31,351
–
–
2013
$’000
31,351
The
Theholders
holdersofofordinary
ordinaryshares
shares
are
areentitled
entitled
totoreceive
receive
dividends
dividends
asasand
and
when
whendeclared
declaredbyas
bythe
theCompany
Company
. .AllAll
ordinary
ordinary
shares
sharescarry
carry
one
one
vote
voteper
per
The
holders
of ordinary
shares
are entitled
to
receive
dividends
and
when declared
by
the Company
. All
ordinary
shares c
The holders
ordinaryshare
shares
are
entitled
to receive
dividends
as
and when
declared
by the Company. All ordinary shares carry one vote per
share
share
without
withoutof
restrictions.
restrictions.
The
The
ordinary
ordinary
shares
shares
have
have
no
noordinary
par
parvalue.
value.
without
restrictions.
The
shares
have no
par value.
share without restrictions. The ordinary shares have no par value.
66
ANNUAL REPORT 2014
24.
Reserves
(a)
Legal reserve represents amount set aside in compliance with local laws in certain countries where the Group operates, and are not
distributable unless approval is obtained from relevant authorities.
(b)
Translation reserve represents exchange differences arising from the translation of financial statements of foreign operations whose
Ossia International
Ossia
Limited
International
and
Subsidiaries
Limited
its presentation
Subsidiaries
functional
currencies
areits
different
from theand
Group’s
currency.
Notes to
Notes Statements
to
the represents
Financial
– 31
March
2014of– revaluation
31 March
2014
(c) the Financial
Revaluation
reserve
theStatements
Group’s share
reserve
of associated company.
(d)
25.
24.
Other reserve relates to the premium paid on acquisition of non-controlling interests in a subsidiary (Note 17).
Contingent liabilities
Contingent24.
liabilities Contingent liabilities
Details and estimate of the maximum amount of contingent liabilities at the end of the reporting period are as follows:
Details and estimate ofDetails
the maximum
and estimate
amount
of of
thecontingent
maximumliabilities
amount ofatcontingent
the end ofliabilities
the reporting
at the
period
end ofare
theasreporting
fo llows: period are as fo llows:
(a)
Guarantees
(a)
Guarantees(a)
Guarantees
Group
Group
Company
Company
2014
2014
2013
2014
2013
2013
2014
2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Guarantees issued to banks
Guarantees
for
issued to banks for
banking facilities granted
banking
to
facilities granted to
certain subsidiaries
certain subsidiaries –
(b)
(b)
26.
25.
–
–
10,235
–
1,607
10,235
1,607
31 March(b)
2014,
31 March
p has
2014,
d the
letters
Grou
ofpof
credit
has
issue
amounting
d letters
to of
approximately
amounting
$255,000
to approximately
(2013:
$2,119,000)
$255,000
to (2013:
itstoprincipals
in
AtAt 31
2014, the
theAtGrou
Group
hasissue
issued
letters
credit
amounting
tocredit
approximately
$255,000
(2013:
$2,119,000)
its$2,119,000
respect of
futureofpurchases.
respect
of for future purchases.
principals
in for
respect
future
purchases.
Lease commitments
Lease commitments
25.
Lease commitments
(a)
Operating lease commitments
Operating lease
Operating lease commitments
(a)
(a) commitments
As lessee
As lessee
As lessee
The Group has entered into non-cancellable operating leases for land and office buildings and retail outlets. These leases have an average
The Group
has7 entered
intoGroup
non
-cancellable
has
operating
into restrictions
non -cancellable
lea sesonfor
operating
and office
lea ses
buildings
for
landand
andretail
office
outlets
buildings
. These
andleases
retail or
outlets
have an. The
tenure of between
2 and
years. The
Lease
terms
doentered
not contain
theland
Group’s
activities
concerning
dividends,
additional
debts
tenure
of between
average
2 tenure
and 7 years.
of between
Lease 2terms
and 7doyears.
not contain
Lease restrictions
terms do not
on contain
the Group’s
restrictions
activities
on concerning
the Group’sdividends,
activities conc
entering intoaverage
other lease
agreements.
additional debts or entering
additional
into other
debtslease
or entering
agreeminto
ents.
other lease agreem ents.
Certain lease contracts include contingent rent provision and renewal option for additional lease period of 2 to 3 years at rental rates based on
Certainconditions.
lease contracts
Certain
include
lease
contingent
contracts
rentinclude
provision
contingent
and renewal
rent option
provision
forand
additional
renewal
option
period
for
of 2reporting
to 3 years
lease
at
period
r areental
of
rates
3 year
prevailing market
Future
minimum
lease
payments
under
non-cancellable
operating
leases
atlease
the
end
of additional
the
period
as2 to
based on prevailing market
basedconditions
on prevailing
. Future
market
minimum
conditions
. Future
minimum
payments
under lease
non payments
-cancellable
under
operating
non -cancellable
leases at the
operating
end of leases
the
lease
follows:
reporting period are asreporting
follows: period are as follows:
Group
2014
$’000
Not later than 1 year Not later than 1 year8,041
Later than 1 year but not
Later
laterthan 1 year but not later
than 5 years
than 5 years
8,582
16,623
2014
2013
$’000
$’000
Group
Company
Company
2014
2013
2013
2014
2013
$’000
$’000
$’000
$’000
$’000
8,041
14,962
14,962
3,053
3,053
10,055
10,055
10,817
8,582
2,753
10,817
6,132
2,753
6,132
25,779
16,623
5,806
25,779
16,187
5,806
16,187
Minimum lease payments
Minimum
recognised
lease in
payments
profit orrecognised
loss for theinGroup
profitand
or loss
the Company
for the Group
for the
andfinancial
the Company
year ended
for the 31
financial
Marchyear
2014
ended
are
shown
in Note recognised
8.
shown
in Note
8. for the Group and the Company for the financial year ended 31 March 2014 are shown
Minimum lease
payments
in profit
or loss
in Note 8.
67
ANNUAL REPORT 2014
Notes to the Financial
NotesStatements
to the Financial
– 31 March
Statements
2014 – 31 March 2014
25.
26.
25.
Leasecommitments
commitments
25.
Lease
(cont’d)
commitments (cont’d)
Lease
(cont’d)
Lease commitments
25.
(cont’d)
Lease commitments (cont’d)
(a)
Operating
(cont’d)
Operating lease
lease
commitments
Operating(cont’d
lease commitments
)
(cont’d )
(a)
(a) commitments
(a)
Operating lease
Operating
(cont’d
lease commitments
)
(cont’d )
(a) commitments
As
Aslessor
lessor
As lessor
As lessor
As lessor
The
intoGroup
sub-lease
agreements
on
aa leasehold
land
office
building.
These
non-cancellable
leases
have
TheGroup
Grouphas
has entered
enteredThe
sub
-lease
has entered
agreeminto
ents
sub
on-lease
leased
agreem
property.
entsand
on
These
a leased
non
-cancellable
property.
These
leases
non -cancellable
leases
remaining
lease terms
ofterms
between
2 to 3 lease
years.
Future
minimum
lease
rental
receivable
under
the non-cancellable
operating
leases
at
have
remaining
lease
have
remaining
of
between
2
to
terms
3
years
of
between
.
Future
2
minimum
to
3
years
lease
.
Future
rental
receivable
minimum
lease
under
rental
the
receivable
under
the
The Group has enteredThe
intoGroup
sub -lease
has entered
agreeminto
entssub
on a
-lease
leased
agreem
property.
ents These
on a leased
non -cancellable
property. These
leasesnon -cancellable leases
the
end of the reporting
period
are at
as the
follows:
non-cancellable
operating
non-cancellable
leases
operating
end
of
the
leases
reporting
at
the
period
end
of
are
the
as
reporting
follows:
period
are
as
follows:
have remaining lease terms
have of
remaining
betweenlease
2 to 3terms
yearsof .between
Future minimum
2 to 3 years
lease. rental
Futurereceivable
minimum under
lease rental
the receivable under the
non-cancellable operating
non-cancellable
leases at the operating
end of theleases
reporting
at the
period
end are
of the
as reporting
follows: period are as follows:
Group
Group
Company
Company
2014 Group 2013
2014
2014
2013
2013
2014
Group
Company
Company 2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2014
2013
2014
2014
2013
2013
2014
2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Not later than 1 year Not later than 1 year 111
2,169111
111
2,169111
2,169
2,169
Later
than
1
year
but
not
later
Later
than
1
year
but
not
later
Not later than 1 year Not later than 1 year 111
2,169 111
111
2,169
2,169 111
2,169
than
5 years
126 –
–126
126 –
than
5 years
126
Later
than
1 year but not
Later
laterthan
1 year but not– later
than 5 years
(b)
(b)
(b)
than 5 years
–
111
126 –
2,295111
– 126
111
2,295
126 –
2,295111
126
2,295
111
2,295 111
111
2,295
2,295 111
2,295
Finance lease
Finances lease commitment s
(b) commitment
Finance lease commitments
Finance lease
Finance
s lease commitment s
(b)commitment
The Group has finance
The
leases
Group
forhas
certain
finance
items
leases
of plant
for certain
and equipment
items of and
plantmotor
and equipment
vehicles. andFuture
motor vehicles.
Future
The
Group lease
has entered
into under
finance
leases
for certain
items
of plant
andtogether
equipment
and
motor
vehicles.
Future
minimum
lease
minimum
payments
minimum
lease
finance
payments
leases
together
under
finance
with
the
leases
present
value
with
of
the
the
net
present
minimum
value
of
the
net
minimum
The Group has financeThe
leases
Group
for has
certain
finance
itemsleases
of plant
for and
certain
equipment
items of and
plantmotor
and equipment
vehicles. and
Future
motor vehicles.
Future
payments
under
finance
leases
together
with
the
present
value
of
the
net
minimum
lease
payments
at
the
end
of
the
reporting
period
lease
payments
the lease
end
of
payments
the lease
reporting
atpayments
the
period
end of
are
the
asreporting
fol
lows:
period
are
as
fol with
lows:
minimum
lease at
payments
minimum
under
finance
leases
together
under
finance
with
the
leases
present
together
value
of
the
thenet
present
minimum
value of the net minimum
are as follows:
lease payments at the end
lease
ofpayments
the reporting
at the
period
end are
of the
as reporting
fol lows:period are as fol lows:
Group
Group
Company
Company
2014 Group 2013
2014
2014
2013
2013
2014
Group
Company 2013
Company
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2013
2014
20132014
20142013
20132014
$’000
$’000
96 74
$’000
$’000
54 96
$’000
$’000
58 54
$’000
58
96 74
197137
17 137
–
197
54 96
122197
– 197
17
122
58 54
176122
– 122
–
176
58
176
–
176
More than 5 years
–
More than 5 years
Total minimum lease payments
Total minimum lease payments
211
Less:
Amounts lease
representing
Less:
representing
Total minimum
payments
211
Total Amounts
minimum lease
payments
finance
charges
finance
charges
(16)
Less:
Amounts
representing
Less:
Amounts
representing
17 –
310211
– 17
176310
– –
234176
–
234
310 211
(23)(16)
176 310
(14)(23)
234 176
(18) (14)
234
(18)
finance charges
finance charges (16)
leasevalue of minimum lease
Present value of minimum
Present
payments
payments
195 lease
Present value of minimum
Present
leasevalue of minimum
(23) (16)
(14) (23)
(18) (14)
(18)
287195
162287
216162
216
287 195
162 287
216 162
216
54 50
162
54112
50
162 112
216162
54
162
54
162
216
216 162
216
$’000
Not later than 1 year Not later than 1 year 74
Laterlater
thanthan
1 year
but not
Later
later
thanthan
1 year
but not
Not
1 year
74later
Not
later
1 year
than
5
years
than
5
years
137
Later than 1 year but not
laterthan 1 year but not later
Later
More
than
5 years
More
than
5 years
–
than
5 years
137
than
5 years
payments
payments
195
The present value of finance
The present
lease liabilities
value of is
finance
as follows:
lease liabilities is as follows:
The present value of finance
The present
lease liabilities
value ofisfinance
as follows:
lease liabilities is as follows:
Current (Note 22)
Current (Note 22)
68
89 68
Non-current
(Note
22)
Non-current
(Note
22)
127
198
Current (Note 22)
68
89127
Current (Note 22)
68
Non-current (Note 22) Non-current (Note 22)127
195
198 127
287195
50 89
112
50198
89
112 198
162287
195
287 195
162 287
The liabilities are secured
Theonliabilities
the relevant
are secured
assets acquired
on the relevant
under assets
the lease
acquired
agreements
under (Note
the lease
18). agreements (Note 18).
The
are secured
on the relevant
assets
acquired
under(Note
the lease
The liabilities are secured
onliabilities
the relevant
assets acquired
under the
lease
agreements
18). agreements (Note 18).
- 56 - 56 -
68
ANNUAL REPORT 2014
- 56 - 56 -
27.
26.
26.
26.
Significant related party transactions
Significant
Significant
related
related
26.
party
party
Significant
transactions
transactions
related 26.
party transactions
Significant
related
party
transactions
Significant related party transactions
In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the
InGroup
In
addition
addition
to
the
the
related
related
Inparty
addition
party
information
information
toatthe
related
disclosed
disclosed
party
elsewhere
information
into
in
the
disclosed
the
financial
financial
elsewhere
statements,
statements,
in the
the
the
financial
following
following
statements,
significant
significant
trans
the
trans
actions
significant
between
between
trans
the
the
In
addition
to
the
related
party
information
disclosed
Inelsewhere
elsewhere
addition
in
the
the
related
financial
party
statements,
information
the
disclosed
following
significant
elsewhere
trans
infollowing
the actions
financial
actions
statements,
between
thethea
andto
related
parties
took
place
terms
agreed
between
the
parties
during
the
financial
year:
Group
Group
and
and
related
related
parties
parties
Group
took
took
place
and
place
related
atat
terms
terms
parties
agreed
agreed
took
between
between
place
at
the
terms
the
parties
parties
agreed
during
during
between
the
the
financial
financial
the parties
year:
during
the between
financial year:
Group
and
related
parties
took
place
at
terms
agreed
Group
between
and
the
related
parties
parties
during
took
the
place
financial
atyear:
terms
year:
agreed
the parties during the financial year
(a)
Sales and purchases of goods and services
(a)(a)
(a)
Sales
Sales
and
and
purchases
purchases
ofof
Sales
goods
goods
and
and
and
purchases
services
services
and services
(a)
(a)of goodsSales
Sales
and
purchases
of
goods
and
services
and purchases of goods and services
Group
Group
Group
Group
G
1.4.2013
1.1.2012
1.4.2013
1.1.2012 1.4.2013
1.4.2013
1.1.2012
1.4.2013
1.1.2012
to
toto
toto
to
to to
to
31.3.2014
31.3.2013
31.3.2014
31.3.2013
31.3.2014
31.3.2013
31.3.2014
31.3.2013
31.3.2014
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Income
Income
Income
Income
Income
Sale
of
goods
to
related
parties
2,001
Sale
of
goods
to
related
Sale
parties
of goods to related partiesSale of goods to related 2,001
Sale of goods to related
parties
parties
2,001
Rental
income
from
related
parties
335
Rental
income
from
related
Rental
parties
income
from
related
parties
Rental income from related parties
Rental income from related335
parties
335
Service
facility
income
from
related
parties
25
Service
facility
income
from
Service
related
facility
parties
income from related
parties
Service
facility
income
from
related
parties
Service
facility income from 25
related
25 parties
Recharge
income
received
681
Recharge
income
received
Recharge income received
Recharge
income
received
Recharge income received681
681
477
477
2,001
477
435
435
435335
1515
15 25
628
628
628681
477
435
15
628
2,001
335
25
681
Expense
Expense
Expense
Expense
Expense
Purchases
from
related
parties
198
Purchases
from
related
parties
Purchases
198
Purchases
from
related
parties from related parties Purchases from related parties
198
Recha
rge
expenses
paid
324
Recha
rge
expenses
paid
Recha
rge
expenses
paid
324
Recha rge expenses paid
Recha rge expenses paid 324
273
273
273198
403
403
403324
273
403
198
324
Related
Related
parties:
parties:
Related parties:
Related
parties:
Related parties:
These
These
are
are
subsidiaries
subsidiaries
and
and
These
associates
associates
are subsidiaries
ofof
VGO
VGO
Corporation
associates
Limited
of
VGO
and
Corporation
subsidiaries.
Limited of
and
its subsidiaries.
Corporation
and
itsits
subsidiaries.
These
are
subsidiaries
and
associates
of
VGOand
Corporation
TheseLimited
are
Limited
subsidiaries
and
its
and
subsidiaries.
associates
VGO
Corporation Limited and its subsidiarie
(b)
(b)
(b)
(b)
Directors’/key
Directors’/key
executive
executive
Directors’/key
officer
officer
s’s’remuneration
executive
s’ remuneration
(b)
Directors’/key
executive
officers’
remuneration
Directors’/key
executive
officer
s’remuneration
remuneration
Directors’/key
executive officer s’ remuneration
(b) officer
Directors’/key
Directors’/key
executive
executive
officers’
Directors’/key
officers’
remuneration
remuneration
executive
included
included
officers’
fees,
remuneration
fees,
salary,
salary,
bonus,
bonus,
included
commission
commission
fees, salary,
and
and
bonus,
other
other
emoluments
commission
emoluments
(including
and
(including
otherbene
emoluments
bene
fits-in(includ
Directors’/key
executive
officers’
remuneration
included
fees,
salary,
bonus,
commission
and
other
emoluments
(including
benefitsDirectors’/key
executive
officers’
remuneration
included
Directors’/key
fees,
salary,
executive
bonus,
commission
officers’
remuneration
and
other
emoluments
included fees,
(including
salary,
bonus,
bene fits-incommissio
fits-inkind)
kind)
computed
computed
based
based
on
kind)
on
the
the
computed
cost
cost
incurred
incurred
based
by
on
the
the
the
Group
Group
cost
and
incurred
and
the
the
Company,
by
Company,
the
Group
and
and
and
where
where
the
the
Company,
the
Group
Group
or
and
or
Company
Company
where
the
di
di
Group
d
d
not
not
incur
or
incur
Company
any
any
in-kind)
computed
based
on
the
cost
by
the
Group
and
the
and
where
the
Group
or
Company
did
not
incur
any
kind) computed based on the cost incurred by the kind)
Groupcomputed
and the Company,
based on the
and cost
where
incurred
the Group
by the
or Group
Company
anddithedCompany,
not incur any
and w
costs,
costs,
the
the
value
value
ofof
of
the
the
benefit
benefit
costs,
isis
the
isincluded.
included.
value ofThe
the
The
total
benefit
total
directors’/key
directors’/key
iscosts,
included.
executive
The
executive
total
officers’
directors’/key
officers’
remuneration
executive
isisisas
officers’
follows:
follows:
remunerationexecutive
is as follows:
costs,
the
value
the
benefit
The
total
directors’/key
executive
officers’
remuneration
asas
follows:
costs,
the
value
of
the
benefit
isincluded.
included.
The
total
directors’/key
the value
executive
of the
benefit
officers’
isremuneration
remuneration
included.
The
is
total
as
follows:
directors’/key
officers’ rem
Group
Group
Group
Group
Group
1.4.2013
1.4.2013
1.1.2012
1.1.2012
1.4.2013
1.1.2012 1.4.2013
1.4.2013
1.1.2012
1.1.2012
toto
toto
to
to
to to
to
to
31.3.2014
31.3.2014
31.3.2013
31.3.2013
31.3.2014
31.3.2013 31.3.2014
31.3.2014
31.3.2013
31.3.2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Short-term
Short-term
employee
employee
benefits
benefits
Short-term employee benefits
1,957
1,957
2,353
2,353
1,957
2,353
Short-term
employee
benefits
1,957
2,353
Short-term employee
benefits
Central
Central
Provident
Provident
Fund
Fund
contributions
Central
contributions
Provident
Fund
contributions
89
89
113
113
89
Central Provident Fund contributions
89
Central Provident113
Fund contributions 113
Other
Other
short
short
-term
-term
benefits
benefits
Other short -term benefits 2626
271
271
26
271
Other
short
-term
benefits
26
271
Other short -term
benefits
2,072
2,072
2,072
2,737
2,737
2,072
2,737
Comprise
Comprise
amounts
amounts
paid
paid
Comprise
to:to:
amounts paid to: Comprise amounts paid to:
Comprise
amounts
paid
to:
Directors
Directors
of
of
the
the
Company
Company
Directors
of
the Company1,185
1,185
1,215
1,215
1,185
Directors of the Company
1,185
1,215
Directors of the
Company
Other
Other
key
key
management
management
personnel
Other
personnel
key management personnel
887
887
1,522
1,522
Other
key
management
personnel
887
1,522887 personnel
Other key management
2,072
2,072
2,072
2,737
2,737
2,072
2,737
1,957
89
26
2,353
113
271
2,737
2,072
2,737
1,215
1,185
1,215
1,522
887
1,522
2,737
2,072
2,737
* ** Inclusive
Inclusive
ofof
Central
Central
*Provident
Provident
Inclusive
Fund
Fund
ofcontribution
Central
contribution
Provident
amountin
amountin
gcontribution
gto
$90,000
amountin
(2013:
(2013:
$49,000).
$49,000).
gFund
to $90,000
(2013:amountin
$49,000). g to $90,000 (2013: $4
Inclusive
of
Central
Provident
Fund
contribution
amountin
* Fund
Inclusive
gto
to
of$90,000
$90,000
Central
Provident
(2013:
$49,000).
contribution
- --58
58
58- --
- 58 -
- 58 -
69
ANNUAL REPORT 2014
28.
Financial risk management objectives and policies
The Group and the Company are exposed to financial risks arising from its operations and financial instruments. The key financial risks include
credit risk, liquidity risk, interest rate risk and foreign currency risk. The Group’s risk management approach seeks to minimise the potential
material adverse effects from these risk exposures. The management manages and monitors these exposures and ensures appropriate
measures are implemented on a timely and effective manner.
The Group’s principal financial instruments comprise bank borrowings and overdrafts, bills payable, finance leases and cash and deposits. The
main purpose of these financial instruments is to finance the Company’s operations. The Group has various other financial assets and liabilities
such as trade and other receivables, trade and other payables and related party balances which arise directly from its operations.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned financial risks and the objectives,
policies and processes for the management of these risks.
(a)
Foreign exchange risk
The Group has transactional currency exposures arising from sales or purchases that are denominated in currencies other than the
respective functional currencies of the Group entities, primarily SGD, Malaysian Ringgit (RM), New Taiwan Dollars (NTD) and Hong
Kong Dollars (HKD). The foreign currencies in which these transactions are denominated are mainly United States Dollars (USD),
Euro (EUR), HKD, Chinese Renminbi (RMB) and Japanese Yen (JPY). However, this type of exposure is minimal since substantially
all of theLimited
Group’s sales
in the functional currency of the operating unit making the sale and operating costs are also
Ossia
Ossia International
International
Limited
and
andare
its
itsdenominated
Subsidiaries
Subsidiaries
substantially denominated in the unit’s functional currency. The Group’s trade receivable and trade payable balances at the end of the
reporting period
have similar––exposures.
Notes
Notes to
to the
the Financial
Financial
Statements
Statements
31
31 March
March 2014
2014
The Group and the Company also hold cash and cash equivalents denominated in foreign currencies for working capital purposes.
Such foreign currency balances at the end of the reporting period are disclosed in Note 15.
27.
27.
The
Group
is also exposed
to currency
translation
risk arising from its net investments in foreign operations, including Malaysia,
Financial
Financial
risk
risk
management
management
objectives
objectives
and
and policies
policies
(cont’d)
(cont’d)
Taiwan, Hong Kong and Australia. The Group’s net investments in these countries are not hedged as these currency positions are
(a)
(a)
Foreign
Foreign exchange
exchange
risk
risk (cont’d)
(cont’d)
considered
to be long-term
in nature.
Sensitivity
analysis
forfor
foreign
currency
risk
Sensitivity
Sensitivity
analysis
analysis
for
foreign
foreign
currency
currency
risk
risk
The
following
table
demonstrates
the
sensitivity
of the
profit/(loss)
after after
income
tax to tax
a reasonably
possible
changechange
in the in
The
The
following
following
table
table
demonstrates
demonstrates
the
the
sensitivity
sensitivity
of
of Group’s
the
the Group’s
Group’s
profit/(loss)
profit/(loss)
after
ii ncome
ncome
tax
to
to aa reasonabl
reasonabl
yy possible
possible
change
in the
the
USD,
EUR,
MYR
and
JPY
exchange
rates
against
SGD,
withwith
all other
variables
heldheld
constant,
of the
Group’s
profit/(loss)
for
the for
year.
USD,
USD,
EUR,
EUR,
MYR
MYR
and
and
JPY
JPY
exchange
exchange
rate
rate
ss against
against
SGD,
SGD,
with
all
all other
other
variables
variables
held
constant,
constant,
of
of the
the Group’s
Group’s
profit
profit /(loss)
/(loss)
for
the
the year
year ..
Group
Group
Profit/(loss) for
for the
the year
year
Profit/(loss)
1.4.2013
1.1.2012
1.4.2013
1.1.2012
to
to
to
to
31.3.2014
31.3.2013
31.3.2014
31.3.2013
$’000
$’000
$’000
$’000
(b)
(b)
(b)
USD
USD
strengthened 3%
3% (( 2013:
2013: 3%)
3%)
-- strengthened
weakened 3%
3% (( 2013:
2013: 3%)
3%)
-- weakened
(13)
(13)
13
13
(56)
(56)
56
56
EUR
EUR
strengthened 3%
3% (( 2013:
2013: 3%)
3%)
-- strengthened
weakened 3%
3% (( 2013:
2013: 3%)
3%)
-- weakened
(16)
(16)
16
16
(67)
(67)
67
67
MYR
MYR
strengthened 3%
3% (( 2013:
2013: 3%)
3%)
-- strengthened
weakenedd 3%
3% (2013:
(2013: 3%)
3%)
-- weakene
(23)
(23)
23
23
64
64
(64)
(64)
JPY
JPY
strengthened 3%
3% (( 2013:
2013: 3%)
3%)
-- strengthened
weakened 3%
3% (( 2013:
2013: 3%)
3%)
-- weakened
(3)
(3)
33
(19)
(19)
19
19
Interest
Interest
Interestrate
rate
rate risk
risk
risk
Interest
rate
risk
is is
the
risk
that
thethe
fairfair
value
or or
future
cash
flows
of the
Group’s
andand
thethe
Company’s
financial
instruments
will fluctuate
Interest
Interest
rate
rate
risk
risk
is the
the
risk
risk
that
that
the
fair
value
value
or
future
future
cash
cash
flows
flows
of
of the
the
Group’s
Group’s
and
the
Company’s
Company’s
financial
financial
instruments
instruments
will
will fluctuate
fluctuate
because
riskarises
arisesprimarily
primarilyfrfrfromom
because
becauseofof
ofchanges
changes
changesinin
inmarket
market
marketinterest
interest
interestrates.
rates.
rates.The
The
The Group’s
Group’s
Group’s and
and
and the
the Company’s
Company’s exposure
exposure to
to interest
interest rate
rate risk
risk
arises
primarily
om their
their
their
payable,
bank
borrowingsand
andleasing
leasingarrangements.
arrangements. The
financial
instruments
to hedge
its
bills
billsbills
payable,
payable,
bank
bank
borrowings
borrowings
and
leasing
arrangements.
The Group
Groupdoes
does
doesnot
not
notuse
use
usederivative
derivative
derivative
fin
fin ancial
ancial
instruments
instruments
to
to hedge
hedge its
its
exposure
exposure
to
interest
interest
rate
rate
fluctuations.
fluctuations.However,
However,
However,
is
is the
the
Group’s
Group’s
policy
policy
to
to obtain
obtain
the
most
most
favourable
favourable
interest
interest
rates
rates
avail
avail wherever
able
able wherever
wherever
exposure
toto
interest
rate
fluctuations.
it isititthe
Group’s
policy
to obtain
thethe
most
favourable
interest
rates
available
the
the
Group
Group
obtains
obtains
additional
additional
financing
financing
through
through
bank
bank
borrowings
borrowings
or
or leasing
leasing
arrangement
arrangementThes.
s.Group
The
The Group
Group
has
hasbalances
cash
cash balances
balances
placed
with
the
Group
obtains
additional
financing
through
bank
borrowings
or leasing
arrangements.
has cash
placedplaced
with with
reputable
reputable
banks
banks
which
which
generate
generate
interest
interest
income
income
for
for
the
the
Group.
Group.
The
The
Group
Group
manages
manages
its
its
interest
interest
rate
rate
risks
risks
by
by
placing
placing
such
such
bala
bala
nces
nces
of
of
reputable banks which generate interest income for the Group. The Group manages its interest rate risks by placing such balances
varying
maturities
and
interest
rate
terms.
ofvarying
varyingmaturities
maturitiesand
andinterest
interestrate
rateterms.
terms.
70
ANNUAL REPORT 2014
28.
27.
Financial
management
objectives
and
(cont’d)
Financialrisk
risk
27.
management
Financial
objectives
risk management
andpolicies
policies
objectives
(cont’d) and policies (cont’d)
(b)
(b)
Interest
risk (cont’d)
Interest rate(b)
risk
(cont’d)
Interest rate risk (cont’d)
Sensitivity
analysisfor
forinterest
interest
Sensitivity analysis
Sensitivity
raterate
analysis
riskriskfor interest rate risk
The
the
sensitivity
totoaareasonably
possible
inininterest
rates
with
variables
Thetable
tablebelow
belowdemonstrates
demonstrates
The table
the
below
sensitivity
demonstrates
reasonably
the sensitivity
possible
tochange
change
a reasonably
interest
possible
rateschange
withall
allother
in
other
interest
variables
ratesheld
held
withconstant,
all other
constant,
variables
of h
ofthe
theGroup’s
Group’sprofit/(loss)
profit/(loss)
for
theyear
year
(through the
the
impact
on(through
interestexpense
expense
onon
floating
rate
billspayable,
payable,
bank
overdrafts
andshort
thefor
Group’s
the
profit/(loss)
(through
forimpact
the year
on
interest
the
impact
on
floating
interest
rate
expense
bills
on floating
bank
rate
overdrafts
bills payable,
and
bank over
short-term
loans). term bank loans).
term bankbank
loans).
Group
Basis points
(Higher/Lower)
31.3.2014
JPY
USD
EUR
SGD
31.3.2014
JPY
USD
EUR
SGD
Group
Effect on profit/(loss)Effect on profit/(loss)
Basis
for points
the year
for the year
(Higher/Lower)
(Higher/Lower)
(Higher/Lower)
$’000
$’000
75
75
75
75
75
75
75
75
–
2
2
7
Group
Basis points
(Higher/Lower)
Group
Effect on profit/(loss)Effect on profit/(loss)
Basis
for points
the year
for the year
(Higher/Lower)
(Higher/Lower)
(Higher/Lower)
$’000
$’000
31.3.2013
31.3.2013
JPY
75
JPY
Ossia International
Ossia
Limited
International
and USD
its Subsidiaries
Limited and its Subsidiaries 75
USD
EUR
75
EUR
Notes to the Financial
Notes Statements
to the Financial
– 31 Statements
March 2014– 31 March 2014
SGD
75
SGD
27.
–
2
2
7
75 3
75 7
7511
75 8
3
7
11
8
(c)
Credit risk
Financial risk
27.management
Financial
objectives
risk management
and policies
objectives
(cont’d) and policies (cont’d)
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The
Group’s
and the
to credit risk arises primarily from trade and other receivables. At the end of the reporting
Credit risk
Creditexposure
risk
(c)
(c) Company’s
period, the Group’s and Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial
Creditrecognised
risk is the risk
ofCredit
loss that
risksheets
may
is thearise
risk on
of loss
outstanding
that may
financial
arise
instruments
outstanding
sho
financial
uld
instruments
a default
sho
itsCompany
obligations.
uld a to
default
Theon
Group’s
its obligations.
and
assets
in the
balance
and
the
nominal
amount
ofon
corporate
guarantees
provided
byon
the
banks
(Note
the Company’s exposure
the Company’s
to credit riskexposure
arises primarily
to creditfrom
risk trade
arisesa primarily
nd other
from
receivables.
trade a ndAtother
the end
receivables.
of the reporting
At the period
end of, the
the re
25(a)).
Group’s and Company’s
Group’s
maximum
and Company’s
exposure tomaximum
credit riskexposure
is represented
to credit
by risk
the iscarrying
represented
amount
by the
of carrying
each classamount
of financial
of each
assets
class
recognised
in the balance
sheet
s in
and
thethe
balance
nominal
sheet
amount
swhile
andofthe
corporate
nominallosses
guarantees
amount
of provided
corporate
guarantees
the Company
provided
to banks
by the(Note
Company
2 5(a)) .to ban
The
Group’s objective
is recognised
to seek
continual
revenue
growth
minimising
incurred
due toby
increased
credit
risk
exposure.
The
Group has policies in place to ensure that sales of products and services are made to customers with appropriate credit histories.
Group’s
objectivebalances
The
is to Group’s
seekare
continual
objective
revenue
ison
to an
seek
growth
continual
while
minimising
revenue
growth
losses
incurred
to losses
increased
incurred
credit
due
riskdebts
toexpos
increased
ure.
credit
Therisk
InThe
addition,
receivable
monitored
ongoing
basis
with the
resultwhile
thatminimising
the due
Group’s
exposure
to bad
is not
Group has policies in place
Grouptohas
ensure
policies
thatinsales
placeoftoproducts
ensure that
andsales
services
of products
are madeand
to customers
services arewith
made
appropriate
to customers
credit with
histories.
appropriate
In
c
significant.
addition, receivable balances
addition,
arereceivable
monitoredbalances
on an ongoing
are monitored
basis with
on anthe
ongoing
result that
basis
the Group’s
with the exposure
result thatto
the
bad
Group’s
debts exposure
is not significant.
to bad debts
Credit risk concentration profile
Credit risk concentration
Credit
profile
risk concentration profile
The Group determines concentration of credit risk by monitoring the country of its trade and other receivables on an on-going basis.
Thecredit
Gr oup
The
concentration
Gr
oup of
determines
of Group’s
creditconcentration
risk
by and
monitoring
of credit
the risk
country
by at
monitoring
ofthe
itsend
trade
and
other receivables
of period
its trade
and
an
other
on receivables
-going basis.
on an
The
riskdetermines
concentration
profile
the
trade
other
receivables
ofthe
thecountry
reporting
is on
as follows:
The credit risk concentration
The credit
profile
riskofconcentration
the Group’s trade
profileand
of the
other
Group’s
receivables
trade at
and
theother
end
receivables
of the reporting
at the period
end ofisthe
as follow
reporting
s: period is a
2014
$’000
Singapore
Taiwan
Hong Kong
Australia
Malaysia
Singapore
Taiwan
Hong Kong
Australia
Malaysia
414
2,270
1,352
16
977
5,029
Group
Group
2014
2013
% to total
$’000
$’000
% to total
% to total
$’000
8% 414
1,352
26%
3% 16
18% 977
1,1968%
- 45%
61
2,470
26%
1,663
383%
1,273
18%
100%
5,029
6,640
100%
- 45%
612,270
-
-
2013
% to total
1,196
18%
2,470
37%
1,663
25%
– 38
20%
1,273
18%
37%
25%
–
20%
100%
6,640
100%
71
ANNUAL REPORT 2014
Notes to the Financial Statements – 31 March 2014
28.
27.
Financial risk management objectives and policies (cont’d)
Financial risk management objectives and policies (cont’d)
27.
Financial risk management objectives and policies (cont’d)
27.
Financial Liquidity
risk management
objectives and policies (cont’d)
risk
(d)
(d)
Liquidity risk
Liquidity risk
(d)
Liquidity
(d)
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to sh
orta
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of
Liquidity
riskGroup’s
is the risk
Group orexposure
the Company
will risk
encounter
difficulty from
in meeting
financial
obligations
due
to sh asse
orta
funds. The
andthat
the the
Company’s
to liquidity
arises primarily
mismatches
of the
maturities
of financial
funds. TheLiquidity
Group’s risk
and isthethe
Company’s
exposure
toorliquidity
risk arises
primarily
fromdifficulty
mismatches
of the maturities
of financial due
assets
risk
the
Group
the Company
encounter
in
meeting
financial
obligations
to sh ity
orta
funds.
The Group’s
andthat
theand
Company’s
exposure
to liquidity
arisesaprimarily
mismatches
of of
the
maturities
financial
asse
and liabilities.
The Group’s
the
Company’s
objective
iswill
torisk
maintain
balancefrom
between
continuity
funding
andof
flexibil
th
and liabilities.
TheThe
Group’s
and and
the Company’s
objective
is to maintain
a balance
between
continuity
of funding of
and
flexibility
through
funds.
Group’s
Company’s
exposure
to liquidity
arises
mismatches
thefunding
maturities
financiality
asse
anduse
liabilities.
The
and
the Company’s
objective
is torisk
maintain
aprimarily
balancefrom
between
continuity of
andof
flexibil
th
the
of stand
-byGroup’s
creditthe
facilities.
the use of the
stand-by
facilities.
and
liabilities.
The
and the Company’s objective is to maintain a balance between continuity of funding and flexibil
ity th
use
ofcredit
stand
-byGroup’s
credit facilities.
thethe
usemanagement
of stand -by of
credit
facilities.
In
liquidity
risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by
In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the
In the management
of liquidity
risk, the and
Group
monitors
a level in
of cash
cash equivalents deemed adequate by
and maintains
management
to finance
the operations
mitigate
the effects
of fluctuations
cashand
flows.
management
to finance
the
operations
and
mitigate
the
effects
of fluctuations
in cash
flows.
In the
management
of liquidity
risk,
the and
Group
monitors
a level
of cash
cash equivalents deemed adequate by
and maintains
management
to finance
the operations
mitigate
the
effects
of fluctuations
in
cashand
flows.
management
to finance
the operations
andprofile
mitigate
of fluctuations
in cash flows.
The
table below
summarises
the maturity
of the
the effects
Group’s
and the Company’s
financial assets and liabilities at the end
The table below summarises the maturity profile of the Group’s and the Company’s financial assets and liabilities at the end of the
The table period
below based
summarises
the maturity
profile of the
Group’s obligations
and the Company’s
financial assets and liabilities at the end
reporting
on contractual
undiscounted
repayment
.
reporting period
based
on contractual
undiscounted
repayment
obligations.
The table
below
summarises
the maturity
profile of the
Group’s obligations
and the Company’s
financial assets and liabilities at the end
reporting
period
based
on contractual
undiscounted
repayment
.
reporting period based on contractual2014
undiscounted repayment obligations .
2013
2014
2013
$’000
$’000
2014
2013
$’000
$’000
(Restated)
$’000Five
$’000Five
(Restated)
Five
Five
One
One to
years
One
One(Restated)
to
years
Five
Five
One
One
years
One
One
years
year
fiveto
and
year
fiveto
and
One
One
years
One
One
years
fiveto above
and
fiveto above
and
Group
oryear
less
years
Total
oryear
less
years
Total
five
and
five
and
Group
oryear
less
years
above
Total
oryear
less
years
above
Total
Group
or less
years
above
Total
or less
years
above
Total
Financial
assets
Financial
assets
Cash
and bank
balances
4,150
–
–
4,150
3,868
–
–
3,868
Financial
assets
Cash and
4,150
–
–
4,150
3,868
–
–
3,868
Trade
and bank
otherbalances
Cash
and
4,150
4,150
3,868
3,868
Trade
and bank
otherbalances
receivables
4,885
–
–
4,885
6,523
–
–
6,523
Trade
and other
receivables
4,885
–
–
4,885
6,523
–
–
6,523
Other
current
assets
2,234
2,234
2,636
2,636
receivables
4,885
4,885
6,523
6,523
Other
current assets
2,234
–
–
2,234
2,636
–
–
2,636
Other
current assets
2,234
–
–
2,234
2,636
–
–
2,636
Total undiscounted
Total
undiscounted
financial
assets
Total
undiscounted
financial
assets
financial assets
Financial liabilities
Financial
Trade
and liabilities
other payables
Financial
Trade liabilities
and liabilities
other payables
Other
Trade
and other payables
Otherpayables
liabilities
Bills
Other
liabilities
Bills payables
Bank
borrowings
Bills
Bankpayables
borrowings
Bank
borrowings
Total undiscounted
12,717
12,717
12,717
–
–
–
–
–
–
11,269
11,269
11,269
13,027
13,027
13,027
–
–
–
–
–
–
13,027
13,027
13,027
8,391
8,391
134
8,391
134
766
134
766
3,978
766
3,978
3,978
–
–
–
–
1,224
–
1,224
1,224
–
–
–
–
1,522
–
1,522
1,522
8,391
8,391
134
8,391
134
766
134
766
6,724
766
6,724
6,724
11,859
11,859
275
11,859
275
3,406
275
3,406
1,579
3,406
1,579
1,579
–
–
–
–
197
–
197
197
–
–
–
–
17
–
17
17
11,859
11,859
275
11,859
275
3,406
275
3,406
1,992
3,406
1,992
1,992
Total
undiscounted
financial
liabilities
Total
undiscounted
financial
liabilities
Total
net undiscounted
financial
liabilities
Total
net undiscounted
financial
liabilities
Total
net undiscounted
financial
liabilities
financial liabilities
13,269
13,269
13,269
(2,000)
(2,000)
(2,000)
1,224
1,224
1,224
(1,224)
(1,224)
(1,224)
1,522
1,522
1,522
(1,522)
(1,522)
(1,522)
16,015
16,015
16,015
(4,746)
(4,746)
(4,746)
17,119
17,119
17,119
(4,092)
(4,092)
(4,092)
197
197
197
(197)
(197)
(197)
17
17
17
(17)
(17)
(17)
17,333
17,333
17,333
(4,306)
(4,306)
(4,306)
- 63 - 63 - 63 -
72
ANNUAL REPORT 2014
age of
age of
ets
age of
ets
hrough
ets
hrough
hrough
the
the
the
of the
of the
of the
Notes to the Financial
Notes to
Statements
the Financial
– 31Statements
March 2014– 31 March 2014
28.
27.
Financial
objectives
and
(cont’d)
Financialrisk
risk
27.management
management
Financial
objectives
risk management
andpolicies
policies
objectives
(cont’d)and policies (cont’d)
27.
(d)
Liquidity
risk
(cont’d)Liquidity risk (cont’d)
Liquidity
risk
(cont’d)
(d)
(d)
Financial
risk
27. management
Financial
objectives
risk management
and policies
objectives
(cont’d)and policies (cont’d)
(d)
2013
2013
(Restated)
(Restated)
$’000
$’000
$’000
$’000
2014
2014
2013
2013
One year One to five
One
year One
to
five
One year One to
five
One
year
One
to five
(Restated)
(Restated)
years
Total
or less Total
years
Total
years
years
Company or less
$’000 or less
$’000
$’000 or less
$’000
five
One year One to five
One year One to
One
year One to five
One year One to five
Companyassets
or less
years or less
Total
years
or less Total
years or less
Total
years
Financial
Liquidity risk
(d)(cont’d) Liquidity risk (cont’d)
Company
Companyassets
Financial
2014
Cash and bank balances
128
Cash and bank balances
Financial
Financial
Trade and assets
other receivables
Trade
and assets
other1,481
receivables
Cash
bank
balances
Cash and
bank
balances
128
Other and
current
assets
249
Other
current
assets
Trade and other receivables
Trade and other1,481
receivables
Total
Total
financial
Otherundiscounted
current assetsfinancial
Otherundiscounted
current assets
249
assets
1,858
assets
Total undiscounted financial
Total undiscounted financial
assets
assets
1,858
Financial liabilities Financial liabilities
Trade and other payables
Trade and other3,232
payables
Financial
liabilities Other
Financial
liabilities
Other
liabilities
134
liabilities
Trade
and other payables
Trade
and other3,232
payables
Bills payable
727
Bills
payable
Other Borrowings
liabilities
Other Borrowings
liabilities 1,224
134
Bank
Bank
Bills payable
Bills payable
727
Total undiscounted
Total
financial
Bank
Borrowings financial
Bank undiscounted
Borrowings
1,224
liabilities
5,317
liabilities
2014
–
128
128
–
–
1,481
1,481
128
128
249
249
–
Total
128
–
398
398
–
398
–
–
5,099
5,099
398
398
330
330
–
–
5,099
398
330
1,481
1,481
5,099
–
1,481
– 398
128
330
249
5,099
–
1,481
–
5,099
5,099
–
5,099
–
–
249
249
1,858
1,858
– 330
249
5,827
–
1,858
–
–
330
330
5,827
5,827
–
–
330
5,827
–
1,858
1,858
5,827
–
1,858
–
5,827
5,827
–
5,827
4,782
–
3,232
–
4,782
4,782
–
3,232
3,232
–
–
134
134
3,232
3,232
727
727
–
122
–
122
122
Total undiscounted financial
Total undiscounted financial
Total net undiscountedTotal
financial
net undiscounted financial
liabilities
liabilities
5,317
122
liabilities
(3,459)
(122)
liabilities
– 398
Total
–
4,782
275
275
4,782
4,782
2,759
2,759
–
–
134
134
1,224
1,346
727
727
– 275
134 –
4,782
3,232
2,759
–
727 –
– 275 1,346
134 176
–
122
1,523
2,759
–
727 –
275
275
1,523
1,699
2,759
2,759
–
176
–
275
4,782
2,759
275
1,699
1,224
1,346
5,439
5,317
122
1,523 1,346 176
9,339 5,439 176
122
1,523
1,699
9,515
9,339
176
176
5,317
5,439
(3,581)
(3,459)
122
9,339 5,439 176
(3,512) (3,581)
(176)
(122)
9,339
9,515
(3,688)
(3,512)
176
(176)
2,759
1,699
9,515
9,515
(3,688)
Total net undiscountedTotal
financial
net undiscounted financial
Theliabilities
table below shows
Theliabilities
the
table
contractual
below(3,459)
shows
expirythe
by (122)
contractual
maturity(3,459)
of(3,581)
expiry
the Company’s
by (122)
maturity
contingent
of(3,581)
the Company’s
liabilities
and
contingent
commitments.
liabilitiesThe
andmaximum
commitments.
(3,512)
(176)
(3,512)
(3,688)
(176)
(3,688)
amount of the corporate
amount
guarantee
of the corporate
contracts are
guarantee
allocatedcontracts
to t he earliest
are allocated
period in
towhich
t he earliest
the guarantee
period incould
whichbe
thecalled.
guarantee could be called
The table below shows the contractual expiry by maturity of the Company’s contingent liabilities and commitments. The maximum
The table below shows
Thethe
table
contractual
below shows
expirythe
by contractual
maturity of expiry
the Company’s
by maturity
contingent
of the Company’s
liabilities and
contingent
commitments.
liabilitiesThe
andmaximum
commitments.
amount of the corporate guarantee contracts are allocated to the earliest period in which the guarantee could be called.
2014
2013
amount of the corporate
amount
guarantee
of the contracts
corporate are
guarantee
allocatedcontracts
to t he earliest
are2014
allocated
period in
towhich
t he2013
earliest
the guarantee
period incould
which
be
the
called.
guarantee could be called
$’000
$’000
$’000
$’000
One year One2014
to five
One year One2014
to
five
to five
to five
One
year One2013
One year One2013
or less
or
less
Years
Total
Years
or
less
Total
years
or
less
Total
years
Total
$’000
$’000
$’000
$’000
Company
(e)
Company
One year One to five
One year One to
One
five
year One to five
One year One to five
or less
Years or less
Total
Years
or less Total
years or less
Total
years
Total
Corporate
10,235
Company guarantee Corporate
Companyguarantee
–
10,235
10,235
– 571 10,235 –
571
571
–
571
Corporate guarantee Corporate guarantee
10,235
–
10,235
10,235
– 571 10,235 –
571
571
–
571
Market price risk
Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes
in market prices (other than interest or exchange rates). The Group is exposed to equity price risk arising from its investment in the
quoted equity instruments. These instruments are quoted on the SGX-ST in Singapore and are classified as fair value through profit
or loss financial assets. The Group does not have exposure to commodity price risk.
The Group’s objective is to manage investment returns and equity price risk through investment grade shares with steady dividend
yield.
Sensitivity analysis for equity price risk
In the prior reporting period, if market price of the quoted investments
the Group’s loss before income tax
- 64 - had been 5%-higher/lower,
64 would have been $115,000 lower/higher, arising as a result of higher/lower fair value gains on quoted investments.
- 64 -
- 64 -
73
ANNUAL REPORT 2014
29.
Fair value of financial instruments
Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties
in an arm’s length transaction, other than in a forced or liquidation sale. Fair values are obtained from quoted market prices, discounted cash
flow models and option pricing models as appropriate.
Financial instruments whose carrying amount reasonably approximates fair value
Management has determined that the carrying amounts of cash and cash equivalents, trade and other receivables, other current assets,
trade and other payables, dividend payable, bills payable and borrowings at the end of the reporting period, based on their notional amounts,
reasonably approximate their fair value either due to their short-term nature or that they are floating rate instruments that are re-priced to market
interest rates on or near the end of the reporting period.
There are no significant differences between the fair values and the carrying amounts of deposits (non-current), finance lease liabilities and noncurrent borrowings.
Methods and assumptions used to determine fair values
The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy has the following levels:
Ossia International
Ossia
Limited
International
and its Subsidiaries
Limited and its Subsidiaries
•
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities,
Notes to the Financial
NotesStatements
to the Financial
– 31 March
Statements
2014 – 31 March 2014
28.
•
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as
prices) or indirectly (i.e., derived from prices), and
•
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value of28.
financialFair
instruments
value of financial
(cont’d) instruments (cont’d)
Methods and assumptions
Methods
usedand
to determine
assumptions
fairused
values
to determine
(cont’d) fair values
(cont’d)
The methods and assumptions used by management to determine fair values of financial instruments other than those whose carrying amounts
reasonably
approximate
theirmethods
fair used
values
mentioned earlier,
are
as follows:
The methods
and assumptions
The
and
byasmanagement
assumptions
to
used
determine
by management
fair valuestoofdetermine
financial instruments
fair values of
other
financial
than instruments
those whoseothercarrying
than those
amounts
whose
reasonably approximatereasonably
their fair values
approximate
as mentioned
their fair
earlier,
valuesare
asas
mentioned
follow s:
earlier, are as follow
Financial assets and Financial
liabilities assets and liabilities
s:
Methods and assumptions
Methods and assumptions
Fair
value
is isdetermined
by
to
market prices
pricesatat
Quoted investments Fair value is determined
Fairby
value
reference
determined
to published
by reference
reference
market prices
to published
at
market
the
end
the
period
without
transaction costs.
costs.
the end of the reporting
the
period
endofof
without
thereporting
reporting
factoring
period
in transaction
without factoring
factoring
costs. in transaction
(Level 1)
(Level1)1)
(Level
-
Quoted investments-
-
Fair
is determined
using
discounted
estimated
cash flows.
Where
- Obligations under finance
Fairvalue
value
is determined
using
discounted
estimated
cash flows.
Obligations under finance
Fair value is determined
using
discounted
estimated
cash flows.
repayment
termsfixed,
are not
fixed,are
flows
are projected
basedare
on
leases
Where
terms
notcash
fixed,
future
c ash flows
Where repayment terms
are repayment
not
future
cfuture
ash
flows
are
leases
best
estimates.
TheThe
discount
rates used are
current
projected based
management’s
best
estimates.
Thethediscount
projected based on management’s
management’s
beston
estimates.
discount
market
lending
rates
for similar
types of lending
lending,rates
borrowing
rates incremental
used
the
current
market
incremental
for
marketareincremental
lending
rates
for
Bank borrowings - Bank borrowings rates used are the current
and
leasing
arrangements.
(Level
2)
similar
types
ofand
lending,
borrowing
and leasing arrangements.
similar types of lending,
borrowing
leasing
arrangements.
(Level 2)
(Level 2)
-
Categories of financialCategories
assets andoffina
financial
ncialassets
liabilities
and fina ncial liabilities
Set out below are the carrying
Set out amounts
below areofthe
thecarrying
Group’samounts
and the of
Company’s
the Group’s
financial
and the
assets
Company’s
and financial
financial
liabilities
assetsthat
andare
financial
c
arried
liabilities
on the
thatbalance
are c
ar
sheets:
sheets:
Group
2014
Assets
Assets
$’000
Cash and bank balances
Cash and bank balances
Trade and other receivables
Trade and other receivables
Deposits (Note 13)
Deposits (Note 13)
Other current assets (Note
Other
1 3)
current assets (Note 1
Group
Company
Company
20142013
20132014
2013
(Restated)
(Restated)
(Restated)
$’000
$’000
$’000
$’000
$’000
20132014
(Restated)
$’000
$’000
4,150
4,885
1,692
3)
1,990
3,868
4,150
6,523
4,885
1,684
1,692
2,151
1,990
128
3,868
1,481
6,523
177
1,684
450
2,151
398 128
5,099
1,481
211 177
282 450
398
5,099
211
282
Total loans and receivables
Total loans and receivables
12,717
14,226
12,717
2,236
14,226
5,990
2,236
5,990
2,291
–
2,291
4,782
3,232
2,759 727
1,685
1,386
4,782
2,759
1,685
Assets at fair value through
Assets profit
at fairand
value through profit and
loss (Note 14)
loss (Note 14)
–
Liabilities
Liabilities
Trade
and
other
payables
Trade and other payables
74
ANNUAL
REPORT
2014
Bills
payable
(Note 21) Bills payable (Note 21)
Borrowings (Note 22) Borrowings (Note 22)
8,391
766
6,715
2,291
–
2,291
–
11,584
8,391
3,406 766
1,777
6,715
3,232
11,584
727
3,406
1,386
1,777
projected
projected
projectedbased
based
basedon
on
onmanagement’s
management’s
management’s
projected based
best
best
best
onestimates.
estimates.
estimates.
management’s
The
The
Thebest
discount
discount
discount
estimates. The discount
rates
rates
rates used
used
usedare
are
arethe
the
thecurrent
current
current
rates market
used
market
market
are
incremental
incremental
incremental
the currentlending
lending
lending
marketrates
rates
rates
incremental
for
for
for
lending rates for
similar
similar
similar types
types
types ofof
of lending,
lending,
lending,
similar
borrowing
borrowing
borrowing
types ofand
lending,
borrowing
and
and
and leasing arrangements.
leasing
leasing
leasing
arrangements.
arrangements.
arrangements.
(Level
(Level2)2)
2)
(Level 2)
Fair value of financial instruments (cont’d) (Level
--- Bank
Bank
Bankborrowings
borrowings
borrowings -
28.
Bank borrowings
Categories of financial assets and financial liabilities
Categories
Categories
Categoriesof
of
offinancial
financial
financial
Categories
assets
assets
assetsand
and
and
of
fina
fina
fina
financial
ncial
ncial
ncialassets
liabilities
liabilities
liabilities
and fina ncial liabilities
Set out below are the carrying amounts of the Group’s and the Company’s financial assets and financial liabilities that are carried on the balance
Set
Set
Setout
out
outbelow
below
beloware
are
arethe
the
thecarrying
carrying
carrying
Set outamounts
below
amounts
amounts
areofof
of
the
the
the
the
carrying
Group’s
Group’s
Group’s
amounts
and
and
andthe
the
theCompany’s
of
Company’s
Company’s
the Group’s
financial
financial
financial
and the
assets
assets
assets
Company’s
and
and
andfinancial
financial
financial
financial
liabilities
liabilities
liabilities
assetsthat
that
that
andare
are
are
financial
ccc arried
arried
arried
liabilities
on
on
onthe
that
the
thebalance
balance
balance
are c
arr
sheets:
sheets:
sheets:
sheets:
sheets:
Group
Group
Group
2014
2014
2014
Assets
Assets
Assets
Assets
$’000
$’000
$’000
Cashand
andbank
bankbalances
balances
Cash
Cash
and
bank
balances
Cash and bank balances
Trade
Trade
Tradeand
and
andother
other
otherreceivables
receivables
receivables
Trade and other receivables
Deposits
Deposits
Deposits(Note
(Note
(Note13)
13)
13) Deposits (Note 13)
Other
Other
Othercurrent
current
currentassets
assets
assets(Note
(Note
(Note
Other
1113)
current
3)
3)
assets (Note 1
2014
2013
2013
2013
(Restated)
(Restated)
(Restated)
$’000
$’000
$’000
$’000
Group
Company
Company
Company
Company
2013
2014
2013
2014
2014
2014
2013
2013
2013
(Restated)
(Restated)
(Restated)
(Restated)
(Restated)
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
4,150
4,150
4,150
4,885
4,885
4,885
1,692
1,692
1,692
3)
1,990
1,990
1,990
3,868
3,868
3,868
4,150
6,523
6,523
6,523
4,885
1,684
1,684
1,684
1,692
2,151
2,151
2,151
1,990
128
128
128
3,868
1,481
1,481
1,481
6,523
177
177
177
1,684
450
450
450
2,151
398
398
398128
5,099
5,099
5,099
1,481
211
211
211177
282
282
282450
398
5,099
211
282
Total
Total
Totalloans
loans
loansand
and
andreceivables
receivables
receivables
Total loans and receivables
12,717
12,717
12,717
14,226
14,226
14,226
12,717
2,236
2,236
2,236
14,226
5,990
5,990
5,990
2,236
5,990
2,291
2,291
2,291 –
–2,291
––
2,291
2,291
2,291 –
2,291
8,391
8,391
8,391
766
766
766
6,715
6,715
6,715
11,584
11,584
11,584
8,391
3,406
3,406
3,406766
1,777
1,777
1,777
6,715
3,232
3,232
3,232
11,584
727
727
727
3,406
1,386
1,386
1,386
1,777
4,782
4,782
4,782
3,232
2,759
2,759
2,759727
1,685
1,685
1,685
1,386
4,782
2,759
1,685
Total
Total
Totalliabilities
liabilities
liabilitiesat
at
atamortised
amortised
amortised
Total liabilities
cost
cost
cost at amortised
15,872
15,872
15,872
cost
16,767
16,767
16,767
15,872
5,345
5,345
5,345
16,767
9,226
9,226
9,226
5,345
9,226
Assets
Assets
Assetsat
at
atfair
fair
fairvalue
value
valuethrough
through
through
Assets profit
at
profit
profit
fairand
and
value
and through profit and
loss(Note
(Note14)
14)
loss
loss
(Note
14)
loss (Note 14)
–––
Liabilities
Liabilities
Liabilities
Liabilities
Tradeand
andother
otherpayables
payables
Trade
Trade
and
other
payables
Trade and other payables
Bills
Bills
Billspayable
payable
payable (Note
(Note
(Note21)
21)
21)Bills payable (Note 21)
Borrowings
Borrowings
Borrowings(Note
(Note
(Note22)
22)
22) Borrowings (Note 22)
--- 66
66
66 ---
- 66 -
75
ANNUAL REPORT 2014
29.
Capital management
Capital includes debt and equity items as disclosed in the table below.
30.
Capital management
The primary objective of the Group’s capital management is to ensure that it ma intains a strong credit rating and
healthy capital ratios in order to support its business and maximise shareholder value.
Capital includes debt and equity items as disclosed in the table below.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order
To maintain or adj ust the capital structure, the Group may adjust the dividend payment to shareholders, return
to support its business and maximise shareholder value.
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes
during the years ended 31 March 2014 and 31 March 2013.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes
An overseas subsidiary in Taiwan appropriates 10% of its net profit after tax according to the subsidiary’s Articles
were made in the objectives, policies or processes during the years ended 31 March 2014 and 31 March 2013.
of Incorporation as legal reserve. Such appropriations are proposed by the directors for approval by shareholders
in the next financial y ear and given effect in the financial statements of that year. The legal reserve shall be
An overseas subsidiary in Taiwan appropriates 10% of its net profit after tax according to the subsidiary’s Articles of Incorporation as legal
appropriated each year until the accumulated reserve equals the paid -up capital of the subsidiary. This reserve
reserve. Such appropriations are proposed by the directors for approval by shareholders in the next financial year and given effect in the
can only be used to offset losses of the subsidiary. When the reserve has reached 50% of the share capital of the
financial statements of that year. The legal reserve shall be appropriated each year until the accumulated reserve equals the paid-up capital
subsidiary, up to 50% of the le gal reserve may be capitalised. The reserve is not available for dividend distribution .
of the subsidiary. This reserve can only be used to offset losses of the subsidiary. When the reserve has reached 50% of the share capital of
This internally imposed capital requirement has been complied with by the a bovementioned subsidiary for the
the
subsidiary,
up to 50%
of the 2014
legal reserve
be2013.
capitalised. The reserve is not available for dividend distribution. This internally imposed
financial
year ended
31 March
and 31 may
March
capital requirement has been complied with by the abovementioned subsidiary for the financial year ended 31 March 2014 and 31 March 2013.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The
The
Groupaim
monitors
capital
using
a gearing
ratio, which
net debt
divided
by total
capital
plus net
debt. The trade
Group’s
aim is to keep the gearing
Group’s
is to kee
p the
gearing
ratio below
30%.is The
Group
includes
within
net debt,
borrowings,
and
ratio
below
30%.
The
Group
includes
within
net
debt,
borrowings,
trade
and
other
payables,
dividend
and
bills
payables,
less cash and bank
other payables, dividend and bills payables, less cash and bank balances. Capital includes equity attributable to
balances.
Capital
includes
equity
attributable
to
the
equity
holders
of
the
Company
less
the
abovementioned
legal
reserve.
the equity holders of the Company less the abovementioned legal reserve.
Group
2014
$’000
2013
$’000
Trade and other payables (Note 20)
2 0)
Bills payable (Note 2
21)1)
Borrowings (Note 22)
2 2)
Less: Cash and bank balances (Note 15)
1 5)
8,391
766
6,715
(4,150)
11,584
3,406
1,777
(3,868)
Net debt
11,722
12,899
Equity attributable to equity holders of the Company
Less: Legal reserve
39,291
(1,207)
46,235
(1,206)
Total capital
38,084
45,029
Capital and net debt
49,806
57,928
24%
22%
Gearing ratio
- 66 -
76
ANNUAL REPORT 2014
31.
30.
30.
Segment
information
Segment
Segmentinformation
information
For
management purposes,
the Group
is organised into
operating segments
based onon
their geographical
location. TheThe
Group mainly
imports
For
Formanagement
managementpurposes,
purposes,the
theGroup
Groupisisorganised
organisedinto
intooperating
operatingsegments
segmentsbased
based ontheir
theirgeographical
geographicallocation.
location. TheGroup
Groupmain
main lylyimports
imports
and
distributes
apparel,
sporting
goods,
footwear
and
accessories
inineach
ofofthe
following
locations
and
are
independent
from
each
other.
and
distributes
apparel,
sporting
goods,
footwear
and
accessories
each
the
following
locations
and
are
independent
from
each
other.
and distributes apparel, sporting goods, footwear and accessories in each of the following locations and are independent from each other.
Management
monitors the
operating results
of its business
units separately
for thethe
purpose of making
decisions about
resource allocation
and
Management
allocation
Managementmonitors
monitorsthe
theoperating
operatingresults
resultsofofits
itsbusiness
businessunits
unitsseparately
separatelyfor
for thepurpose
purposeofofmaking
makingdecisions
decisionsabout
aboutresource
resource
allocationand
and
performance
assessment.
Segment
performance
is
evaluated
based
on
operating
profit
or
loss
which
in
certain
respects,
as
explained
in
the
performance
performanceassessment.
assessment. Segment
Segmentperformance
performanceisisevaluated
evaluatedbased
basedon
onoperating
operatingprofit
profitororloss
losswhich
whichinincertain
certainrespects,
respects,as
asexp
exp lained
lainedininthe
the
table
below, isismeasured
differently from
operating profit
or loss ininthe
consolidated financial
statements.
table
tablebelow,
below, ismeasured
measureddifferently
differentlyfrom
fromoperating
operatingprofit
profitororloss
loss inthe
theconsolidated
consolidatedfinancial
financialstatements.
statements.
Transfer
prices between
operating segments
are ononterms
agreed mutually
between the
parties.
Trans
Transfer
ferprices
pricesbetween
betweenoperating
operatingsegments
segmentsare
are onterms
termsagreed
agreedmutually
mutuallybetween
betweenthe
theparties.
parties.
31.3.2014
31.3.2014
Revenue:
Revenue:
External
Externalcustomers
customers
Singapore
Singaporeand
and
Malaysia
Malaysia
$’000
$’000
Hong
HongKong
Kong
and
andChina
China
$’000
$’000
Taiwan
Taiwan
$’000
$’000
29,928
29,928
4,154
4,154
21,376
21,376
Segment
Segment(loss)/profit
(loss)/profit
Interest
Interest income
income
Finance
Financeexpense
expense
Changes
Changesininfair
fairvalue
valueofofquoted
quotedinvestments
investments
Share
Shareofofresults
resultsofofthe
theassociated
associatedcompany
company
(7,640)
(7,640)
21
21
(227)
(227)
(103)
(103)
(792)
(792)
(317)
(317)
––
––
––
––
(Loss)/Profit
(Loss)/Profitbefore
beforeincome
incometax
tax
Income
tax
Income tax
(8,741)
(8,741)
77
77
(Loss)/Profit
(Loss)/Profitfor
forthe
theyear
year
Segment
Segmentassets
assets
Investment
Investmentininassociated
associatedcompany
company
Adjustments
Adjustmentsand
and
eliminations
eliminations
$’000
$’000
––
55,458
55,458
203
203
77
(48)
(48)
––
––
(250)
(a)
(250)(a)
(21)
(21)
18
18
––
––
(8,004)
(8,004)
77
(257)
(257)
(103)
(103)
(792)
(792)
(317)
(317)
(1)
(1)
162
162
(62)
(62)
(253)
(253)
––
(9,149)
(9,149)
14
14
(8,664)
(8,664)
(318)
(318)
100
100
(253)
(253)
(9,135)
(9,135)
21,472
21,472
21,044
21,044
4,195
4,195
––
12,938
12,938
––
(3,618)
(b)
(3,618)(b)
––
34,987
34,987
21,044
21,044
Consolidated
Consolidatedtotal
totalassets
assets
Segment
Segmentliabilities
liabilities
Borrowings
Borrowingsand
andbills
billspayable
payable
Taxation
Taxation
56,031
56,031
6,116
6,116
5,062
5,062
––
589
589
––
––
4,060
4,060
2,419
2,419
36
36
(2,240)
(c)
(2,240)(c)
––
––
Consolidated
Consolidatedtotal
totalliabilities
liabilities
Other
Otherinformation:
information:
Additions
Additionstotoproperty,
property,plant
plantand
andequipment
equipment
Depreciation
Depreciationofofproperty,
property,plant
plantand
andequipment
equipment
Impairment
Impairment loss
lossfor
forproperty,
property,plant
plantand
andequipment
equipment
Allowance
for
doubtful
debts
Allowance for doubtful debts
Total
Total
Group
Group
$’000
$’000
8,525
8,525
7,481
7,481
36
36
16,042
16,042
1,797
1,797
1,783
1,783
683
683
26
26
44
88
88
––
11
11
939
939
975
975
––
55
––
––
––
––
2,740
2,740
2,846
2,846
683
683
42
42
-- 68
68 --
77
ANNUAL REPORT 2014
Notes to the Financial Statements – 31 March 2014
31.
30.
Segment
Segmentinformation
information(cont’d)
(cont’d)
30.
Segment information (cont’d)
31.3.2013
31.3.2013
Revenue:
External c ustomers
Revenue:
External c ustomers
Singapore
and Malaysia
Singapore
(Restated)
and$’000
Malaysia
(Restated)
39,057
$’000
Hong Kong
and China
Hong
Kong
(Restated)
and
China
$’000
(Restated)
7,343
$’000
Taiwan
and
Australia
Taiwan
and
(Restated)
Australia
$’000
(Restated)
28,926
$’000
Adjustments and
eliminations
Adjustments
(Restated) and
eliminations
$’000
(Restated)
–
$’000
Total
Group
Total
(Restated)
Group
$’000
(Restated)
75,326
$’000
39,057
7,343
28,926
–
75,326
(4,992)
49
(4,992)
(125)
49
(125)
254
266
–
266
(1)
–
(1)
–
(1,595)
11
(1,595)
(29)
11
(29)
–
563(a)
(32)
563(a)
35
(32)
35
–
(5,756)
28
(5,756)
(120)
28
(120)
254
Segment profit/(loss)
Interest income
Segment
profit/(loss)
Finance
expense
Interest income
Changes
in fair value of quoted
Finance
expense
investments
Changes
in fair value
quoted
Share
of results
of theofassociated
investments
company
Share of results of the associated
Profit
before income tax
company
Income tax
Profit before income tax
Profit
for tax
the year
Income
254
1,352
––
––
––
254
1,352
(3,462)
1,352
(219)
(3,462)
(3,681)
(219)
265–
(35)
265
230
(35)
(1,611)–
(263)
(1,611)
(1,874)
(263)
566–
117
566
683
117
(4,242)
1,352
(400)
(4,242)
(4,642)
(400)
Profit for the year
Segment assets
Investment in associated company
Segment
assets
Quoted
investments
Investment
associated company
Deferred
taxinassets
Quoted investments
Consolidated
total assets
Deferred tax assets
(3,681)
30,861
19,713
30,861
2,291
19,713
137
2,291
137
230
5,417
–
5,417
–
1–
–
1
(1,874)
12,055
–
12,055
–
93–
–
93
683
(6,499) (b)
–
(6,499)
– (b)
––
–
–
(4,642)
41,834
19,713
41,834
2,291
19,713
231
2,291
64,069
231
9,556
5,015
9,556
41
5,015
41
1,445
168
1,445
–
168
–
5,837
–
5,837
27
–
27
(4,979)(c)
–
(4,979)(c)
–
–
–
64,069
11,859
5,183
11,859
68
5,183
17,110
68
Consolidated total assets
Segment liabilities
Borrowings and bills payable
Segment liabilities
Taxation
Borrowings and bills payable
Consolidated
total liabilities
Taxation
Consolidated total liabilities
Other information:
Additions to property, plant and
Other
information:
equipment
Additions to property,
plant
and
Depreciation
of property,
plant
and
equipment
equipment
Depreciation
property,
plant and
Allowance
for of
doubtful
debts
equipment
Allowance for doubtful debts
17,110
4,048
174
1,166
–
5,388
4,048
1,722
–
1,722
–
174
51
25
51
25
1,166
1,692
7
1,692
7
––
–
–
–
5,388
3,465
32
3,465
32
- 69 - 69 -
78
ANNUAL REPORT 2014
Notes
Notestotothe
Notes
Financial
to theStatements
Financial
Statements
––31
–2014
31 March
2014 2014
the
Financial
Notes
Statements
to
the Financial
31March
Statements
March
2014
– 31 March
30.
30.
31.
Segment
Segmentinformation
information
30.
(cont’d)
Segment
(cont’d) information (cont’d)
Segment
information
(cont’d)
30.
30.
Segment
30. information
Segment
(cont’d)
information
(cont’d) (cont’d)
Segment
information
30.
Segment
(cont’d)
information
(a)
(a)
The
Thefollowing
followingiitems
(a)
tems
i tems
are
are
added/(deducted)
The
added/(deducted)
following i tems
to
are
arrive
arrive
added/(deducted)
at“ profit
“ profit
forthe
the
to
y ear”
yarrive
ear”presented
presented
at “ profit
infor
inconsolidated
the
theconsolidated
yconsolidated
ear” presented
statement
statement
inofthe
ofconsolidated
ofcomprehensive
comprehensive
statemen
(a)
The
following
are
added/(deducted)
totoarrive
atat“profit
forfor
the
year”
presented
in the
statement
comprehensive
income:
income:
income:
income:
(a)
(a)
The
Thefollowing
(a)
following
i tems
The
i tems
following
are
are
added/(deducted)
added/(deducted)
i tems are
added/(deducted)
to
toarrive
arrive
atat“ profit
“ profit
to arrive
for
forthe
the
at yarrive
“ear”
yprofit
ear”presented
for
the y for
ear”
ininthe
the
presented
consolidated
in thestatement
statement
consolidated
ofofcomprehensive
comprehensive
statement
of comp
(a)
The
following
i tems
are
added/(deducted)
to
atpresented
“ profit
the
y consolidated
ear” presented
in the consolidated
statement
income:
income: income:
income:
1.4.2013
1.4.2013
1.4.2013
1.1.2012
1.1.2012
1.1.2012
toto
toto to
to
1.4.2013
1.4.2013
1.1.2012
1.4.2013
1.4.2013 1.1.20121.1.2012
1.1.2012
31.3.2014
31.3.2013
31.3.2014
31.3.2013
31.3.2014
31.3.2013
toto
to toto to
to
to
$’000
$’000$’000
$’000
$’000
$’000
31.3.2014
31.3.2013
31.3.2014 31.3.2014
31.3.2013
31.3.201431.3.2013
31.3.2013
$’000
$’000
$’000
$’000 $’000
$’000
$’000
$’000
(Income)
items
eliminated/adjusted
consolidation:
(Income)
items
eliminated/adjusted
(Income) items
ononconsolidation:
eliminated/adjusted on consolidation:
- Dividendincome
income
from
and
the
associated
company
398
563 398
- Dividend
from
subsidiaries
-subsidiaries
Dividend income
and
the
from
associated
subsidiaries
company
and the associated398
company
563
563
(Income)
(Income)items
itemseliminated/adjusted
(Income)
eliminated/adjusted
items eliminated/adjusted
ononconsolidation:
consolidation:
on consolidation:
(Income)
items
eliminated/adjusted
on consolidation:
- Dividend
- Dividend
from
income from
and
subsidiaries
the
associated
and the
company
associated
company
398
398563
563
- Dividendincome
income
fromsubsidiaries
- subsidiaries
Dividend
income
and
the
from
associated
subsidiaries
company
and the associated
398
company
563398
563
(b)(b)
The
Thefollowing
followingamounts
(b)
amountsare
are
The
eliminated
eliminated
followingonamounts
on
consolidation
consolidation
are eliminated
totoarrive
arrive
onatconsolidation
at
the
thesegment
segmentassets
to
assets
arrive
: :at the segment assets :
(b)
(b)
(b)
The
amounts
are
arrive
the
segment
The
following
(b)
amounts
The following
are
eliminated
amountson
on
are
consolidation
eliminated
ontoconsolidation
to
at
segment
tosegment
arriveassets:
at
assets
the
segment
: at
assets : assets :
Thefollowing
following(b)
amounts
The
areeliminated
following
eliminated
amounts
onconsolidation
consolidation
are eliminated
toarrive
arrive
onatconsolidation
atthe
the
to
assets
arrive
: the segment
2014
2014
2013
20132014
2013
$’000
$’000
$’000
$’000$’000
$’000
2014
2014
2013
2013
2013 2013
2014
2014
$’000
$’000
$’000
$’000
$’000
$’000 $’000
$’000
Investment
Investment
in in
subsidiaries
subsidiaries
Investment in subsidiaries
(1,726)
(1,726)
(2,518)
(2,518)
(1,726)
(2,518)
Other
Otherreceivables
receivables
from
from
subsidiaries
subsidiaries
Other receivables from subsidiaries
(1,081)
(1,081)
(3,981)
(3,981)
(1,081)
(3,981)
Investment
Investmentininsubsidiaries
Investment
subsidiaries
in subsidiaries
(1,726)
(1,726)
(1,726)
(2,518)
(2,518)
Investment
in subsidiaries
(1,726) (2,518) (2,518)
Other
Otherreceivables
receivables
Other
from
from
receivables
subsidiaries
subsidiaries
from subsidiaries
(1,081)
(1,081)
(1,081)
(3,981)
(3,981)
Other
receivables
from subsidiaries
(1,081) (3,981) (3,981)
(2,807)
(2,807)
(6,499)
(6,499)
(2,807)
(6,499)
(c)(c)
The
Theamounts
amountsconsist
(c)
consistofofintercompany
The
intercompany
amountspayables
consist
payables
ofwhich
intercompany
whichare
areeliminated
eliminated
payables
ononconsolidation
which
consolidation
are eliminated
totoarrive
arrive
on
atat
the
consolidation
the
segment
segmentliabilities
to
liabilities
arrive at. the
. segment liabilit
(2,807)
(2,807)
31.
31.
32.
31.
31.
(2,807)
(6,499)
(6,499)
(2,807)
(6,499) (6,499)
(c)(c)
The
Theamounts
(c)
amounts
consist
The
consist
amounts
ofof
intercompany
intercompany
consist ofconsist
payables
intercompany
payables
which
payables
are
areeliminated
eliminated
which on
are
on
consolidation
eliminated
consolidation
ontoto
consolidation
arrive
arrive
atthe
thesegment
tosegment
arrive to
at
liabilities
liabilities
the
segment
. segment
liabilities liabilitie
.
(c)
The
amounts
of which
intercompany
payables
which
are eliminated
onatconsolidation
arrive
at .the
(c)
The amounts consist of intercompany payables which are eliminated on consolidation to arrive at the segment liabilities.
Comparative
Comparative
figures
31.
figures Comparative figures
Comparative figures
Comparative
31.
figures
Comparative
figures figures
Comparative
31.
figuresComparative
The
Thefollowing
followingcomparative
comparative
The
figures
figures
following
have
have
comparative
been
beenreclassified
reclassified
figures
toto
conform
have
conform
been
with
with
reclassified
current
currentyear’s
to
year’s
conform
presentation.
presentation.
with current year’s presentation.
The following comparative figures have been reclassified to conform with current year’s presentation.
The
The following
comparative
have
been
figures
reclassified
have
been
tohave
reclassified
tocurrent
conform
year’s
withpresentation.
current
presentation.
Thefollowing
followingcomparative
comparative
Thefigures
figures
following
have
comparative
been
reclassified
figures
toconform
conform
beenwith
reclassified
with
current
to
year’s
conform
presentation.
withyear’s
current
year’s presentation.
Group
Group
Group Company
Company
Company
AsAs
As
AsAs
As
Group
Group Group
Company
Company Company
Group
Company
previously
previously
previously previously
previously
previously
AsAs
As
AsAs
As
As
As
As
As
As
As
As
As
reclassified
reclassified
reported
reported
reclassifiedreclassified
reclassified
reported reported
reported
reclassified
reported
As
As
previously
previously
previously
As
As
previously
previously
previously
As
As previously
As
As previously
2013
2013
2013
20132013
2013
20132013
2013
20132013
2013
reclassified
reported
reclassified
reported
reclassified reclassified
reported
reclassifiedreported
reclassified
reportedreclassified
reported
reclassifiedreportedreported
$’000
$’000
$’000
$’000$’000
$’000
$’000$’000
$’000
$’000$’000
$’000
2013
2013
2013
2013
2013 2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000 $’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Consolidated
Consolidatedstatement
statement
Consolidated
ofof
statement of
comprehensive
comprehensiveincome:
income:
comprehensive income:
Consolidated
statement
ofofstatement
of
ConsolidatedConsolidated
statement
Consolidated
statement
of
Distribution
Distributioncosts
costs
Distribution costs
(33,208)
(33,208)
(33,208)
––
–
(32,782)
(32,782)
(32,782)
––
–
comprehensive
comprehensive
income:
income:income:
comprehensive
income:
comprehensive
– – (546)
––
–
–
Finance
Financeexpenses
expenses
Finance expenses
(120)
(120)
(546)
(546)(120)
– –– –
Distribution
Distribution
costs costs
(33,208)
(33,208)
–
(32,782)
––
(33,208)
Distributioncosts
costs
Distribution
(33,208) (32,782) (32,782)
–
(32,782)
– –– –
–
(546)
(546) – –(546)
Finance
Finance expenses
(120)
(120)
(546)
Financeexpenses
expenses
(120)
–
Finance expenses
(120)
Balance
Balancesheet:
sheet:
Balance sheet:
Other
Otherfinancial
financial
assets
assets Other financial assets
2,672
2,672
Balance
BalanceBalance
sheet: sheet:
Balancesheet:
sheet:
Other
Othernon-financial
non-financial
assets
assets
Other non-financial assets
308
308
Other
financial
assets
Other
financial
assets assets
2,672
Other
financial
assets
Other
2,672
Other
Otherreceivables
receivables
(non-current)
(non-current)
Otherfinancial
receivables (non-current)
––
Other
non-financial
Other
assets
non-financial
assets assets
308
Other
non-financial
assets
Other
308
Other
Otherliabilities
liabilities(current)
(current)
Othernon-financial
liabilities (current)
275
275
Other
Other
(non-current)
receivables
(non-current)
––
Otherreceivables
receivables
(non-current)
Other receivables
(non-current)
Other
Otheraccrued
accruedoperating
operatingexpenses
Other
expenses
accrued
(non-current)
(non-current)
operating expenses (non-current)
––
Other
Other
liabilities
(current) (current)
275
Otherliabilities
liabilities(current)
(current)
Other liabilities
275
Other
Other
accrued
expenses
operating
(non-current)
expensesexpenses
(non-current)
––
Otheraccrued
accruedoperating
operating
Other
expenses
accrued
(non-current)
operating
(non-current)
33.
2,466
2,4662,672
344
344 308
2,672
2,466
2,466
2,672–
170
170
308344
344
– –308
275
–170
170 –
275
275 –
275 – –275
–275
275 –
366
3662,466
125
125 344
2,466366
366
–2,466
– 170
344125
125
275
275344–
170 – –170
– – 275
–275
275 –
275 – –275
197
197 366
161
161 125
366197
197366–
133
133
125161
161
– –125
275
–133
133 –
275
275 –
275 – –275
–275
275 –
197
161
133
–
275
Authorisation of financial statements
The financial statements for the year ended 31 March 2014 were authorised for issue in accordance with a resolution of the directors on 27
June 2014.
- -7070- - -70
70 - -
- 70 - 70 - - 70 -
79
ANNUAL REPORT 2014
197
161
197
133
161–
133
275
–
275
Statistics of
SHaReHOlDINGS
As At 25 June 2014
DISTRIBUTION OF SHAREHOLDINGS
SIZE OF SHAREHOLDINGS
NO. OF SHAREHOLDERS
%
NO. OF SHARES
%
1
-
999
131
4.01
42,070
0.02
1,000
-
10,000
2,439
74.73
8,036,616
3.18
10,001
-
1,000,000
681
20.86
39,172,536
15.50
ABOVE
13
0.40
205,378,261
81.30
3,264
100.00
252,629,483
100.00
1,000,001
AND
TOTAL
TWENTY LARGEST SHAREHOLDERS
NAME
NO. OF SHARES
%
120,906,696
47.86
1
OSSIA HOLDINGS PTE LTD
2
RAFFLES NOMINEES (PTE) LTD
31,508,026
12.47
3
MAYBANK NOMINEES (SINGAPORE) PTE LTD
29,151,000
11.54
4
HONG LEONG FINANCE NOMINEES PTE LTD
7,220,000
2.86
5
GOH LEE CHOO
3,202,000
1.27
6
CHAM MOOI TAI
2,624,000
1.04
7
UNITED OVERSEAS BANK NOMINEES PTE LTD
2,463,197
0.98
8
MAYBANK KIM ENG SECURITIES PTE LTD
2,033,084
0.80
9
PINNACLE INVESTMENTS LIMITED
1,379,000
0.55
10
DMG & PARTNERS SECURITIES PTE LTD
1,364,000
0.54
11
DBS NOMINEES PTE LTD
1,242,986
0.49
12
HSBC (SINGAPORE) NOMINEES PTE LTD
1,150,000
0.46
13
BANK OF SINGAPORE NOMINEES PTE LTD
1,134,272
0.45
14
UOB KAY HIAN PTE LTD
979,518
0.39
15
LIM & TAN SECURITIES PTE LTD
977,000
0.39
16
CHIAM HOCK POH
786,000
0.31
17
PHILLIP SECURITIES PTE LTD
772,340
0.31
18
LEH BEE HOE
741,000
0.29
19
AU SOO LUAN
729,416
0.29
20
OCBC NOMINEES SINGAPORE PTE LTD
706,326
0.28
211,069,861
83.57
TOTAL
81
ANNUAL REPORT 2014
Substantial
SHaReHOlDeRS
No
Name
Direct Interest
%of Shares
Deemed Interest
% of Shares
1
Ossia Holdings Pte Ltd
120,906,696
47.86
-
-
2
Goh Ching Lai, Joe
32,028,345
12.68
155,157,272*
61.42
3
Goh Ching Wah, George
17,198,154
6.81
169,987,463*
67.29
4
Goh Ching Huat, Steven
17,052,422
6.75
170,133,195*
67.34
Based on the information available to the Company as at 24 June 2014, approximately 24.64% of the issued ordinary shares of the Company is held by
the public therefore, Rule 723 of the Manual issued by the Singapore Exchange Securities Trading Limited is complied with.
* By virtue of the Section 7 of the Companies Act, Cap 50, Goh Ching Lai, Joe, Goh Ching Wah, George and Goh Ching Huat, Steven are deemed to
have interests in the shares held by Ossia Holdings Pte. Ltd. in the Company. Goh Ching Lai, Joe, Goh Ching Wah, George and Goh Ching Huat, Steven,
who are brothers are also deemed to be interested in each other’s shares in Ossia Holdings Pte. Ltd. and Ossia International Limited.
82
ANNUAL REPORT 2014
Notice of Annual
GeNeRal MeeTING
NOTICE IS HEREBY GIVEN that the Twenty-Third Annual General Meeting of the Company will be held at the Conference Room, No. 10 Changi South
Lane, #07-01, Singapore 486162 on Friday, 25 July 2014 at 9.30 a.m. to transact the following business:AS ORDINARY BUSINESS
1. To receive and consider the Audited Financial Statements of the Company for the financial period ended 31 March 2014 and the Directors’ Report and
the Auditors Report thereon.
2. To re-elect Ms Heng Su-Ling, retiring by rotation, pursuant to Article 89 of the Company’s Articles of Association.
(Resolution 1)
(Resolution 2)
Ms Heng Su-Ling, if re-elected will remain as an Independent Director as well as a member of the Audit Committee and Nominating Committee; and
will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
3. To re-elect Mr Goh Ching Lai, retiring by rotation, pursuant to Article 89 of the Company’s Articles of Association.
(Resolution 3)
4. To re-appoint Mr Anthony Clifford Brown, retiring pursuant to Section 153(6) of the Singapore Companies Act Cap. 50.
(Resolution 4)
Mr Anthony Clifford Brown if re-appointed will remain as an Independent Director as well as the Chairman of Nominating Committee and a member of
the Audit Committee and Remuneration Committee; and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the
Singapore Exchange Securities Trading Limited.
5. To re-appoint Messrs Ernst & Young LLP as auditors of the Company and to authorise the Directors to fix their remuneration.
(Resolution 5)
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:6. Approval of Non-Executive Directors’ fees
To approve the payment of Directors’ fees of S$284,500/- to Non-Executive Directors for the financial year ended 31 March 2014
(2013: S$355,625/-).
(Resolution 6)
7. Authority to allot and issue shares
(a)
“That, pursuant to Section 161 of the Companies Act, Chapter 50, and the listing rules of the Singapore Exchange Securities Trading Limited,
approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the
Directors may in their absolute discretion deem fit, to:
(i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
(ii) make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or
purchase shares (collectively, “Instruments”) including but not limited to the creation and issue of warrants, debentures or other instruments
convertible into shares;
(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or
capitalisation issues; and
(b)
(Notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made
or granted by the Directors while the authority was in force,
provided always that
(i) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or
granted pursuant to this resolution) does not exceed 50% of the Company’s issued share capital, of which the aggregate number of shares
(including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro rata
basis to shareholders of the Company does not exceed 20% of the issued share capital of the Company, and for the purpose of this resolution,
the issued share capital shall be the Company’s issued share capital at the time this resolution is passed, after adjusting for;
83
ANNUAL REPORT 2014
a)
new shares arising from the conversion or exercise of convertible securities, or
b)
new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed provided
the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the Singapore Exchange Securities Trading
Limited, and
c)
any subsequent consolidation or subdivision of the Company’s shares, and
(ii) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next Annual
General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”
(Resolution 7)
(Please see Explanatory Note 1)
8. To transact any other ordinary business which may be properly transacted at an Annual General Meeting.
BY ORDER OF THE BOARD
Lotus Isabella Lim Mei Hua
Company Secretary
Singapore, 10 July 2014
Explanatory Notes:1. The ordinary resolution in item no. 7 is to authorise the Directors of the Company from the date of the above Meeting until the next Annual General
Meeting to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate 50 percent of the issued share capital
of the Company of which the total number of shares and convertible securities issued other than on a pro-rata basis to existing shareholders shall not
exceed 20 percent of the issued share capital of the Company at the time the resolution is passed, for such purposes as they consider would be in the
interests of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.
84
ANNUAL REPORT 2014
IMPORTANT
OSSIA INTERNATIONAL LIMITED
1. For investors who have used their CPF monies to buy
Ossia International Limited shares, the Annual Report is
forwarded to them at the request of their CPF Approved
Nominees and is sent FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall
be ineffective for all intents and purposes if used or purported
to be used by them.
(Incorporated in the Republic of Singapore)
(Company Registration No. 199004330K)
PROXY FORM
* I/We
NRIC/Passport No,
of
(Address)
being * a member/members of Ossia International Limited (the “Company”), hereby appoint
NRIC/Passport No.
Name
Proportion of shareholdings be
repressented by proxy %
No. of Shares
%
Address
* and / or (delete as appropriate)
NRIC/Passport No.
Name
Proportion of shareholdings
No. of Shares
%
Address
as *my/our *proxy/proxies to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the Twenty-Third Annual General Meeting
of the Company to be held at Conference Room, No. 10 Changi South Lane, #07-01 Singapore 486162 on 25 July 2014 at 9.30 a.m. and at any
adjournment thereof.
*I/we direct *my/our *proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Annual General Meeting as indicated with an
“X” in the spaces provided hereunder. If no specified directions as to voting are given, the *proxy/proxies will vote or abstain from voting at *his/their
discretion.
No. Ordinary Resolutions
1
For
Against
To receive and consider the Audited Financial Statements of the Company for the financial period ended
31 March 2014 and the Directors’ Report and Auditors’ Report thereon.
2
To re-elect Ms Heng Su-Ling as Director pursuant to Article 89 of the Company’s Articles of Association.
3
To re-elect Mr Goh Ching Lai as Director pursuant to Article 89 of the Company’s Articles of Association.
4
To re-appoint Mr Anthony Clifford Brown as Director pursuant to Section 153(6) of the Companies Act, Cap 50.
5
To re-appoint Messrs Ernst & Young LLP as auditors of the Company and to authorise the Directors to
fix their remuneration.
6
Approval of Non-Executive Directors’ fees.
7
To authorise Directors to issue shares pursuant to Section 161 of the Companies Act, Chapter 50.
Dated this
day of
2014
Total Number of Shares Held
Signature(s) of Member(s)/Common Seal
* Delete accordingly
IMPORTANT. Please read notes overleaf
87
ANNUAL REPORT 2014
Notes:1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and
vote in his stead. Such proxy need not be a member of the Company.
2. Where a member of the Company appoints two proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the whole)
to be represented by each such proxy.
3. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument
appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or duly
authorised officer.
4. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body such person as it thinks fit to
act as its representative at the Annual General Meeting, in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter
50 of Singapore.
5. The instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it is signed, or notarially certified
copy thereof, must be deposited at the registered office of the Company at No. 10 Changi South Lane #07-01 Singapore 486162 not later than
48 hours before the time set for the Annual General Meeting.
6. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as defined in
Section 130A of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name
in the Register of Members of the Company, he should insert the number of shares. If the member has shares entered against his name in the
Depository Register and shares registered in his name in the Register of Members of the Company, he should insert the aggregate number of shares.
If no number is inserted, this form of proxy will be deemed to relate to all the shares held by the member of the Company.
7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the
true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In
addition, in the case of members of the Company whose shares are entered against their names in the Depository Register, the Company may reject
any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the Depository
Register 48 hours before the time appointed for holding the Annual General Meeting as certified by The Central Depository (Pte) Limited to the Company.
8. A Depositor shall not be regarded as a member of the Company entitled to attend the Annual General Meeting and to speak and vote thereat unless
his name appears on the Depository Register 48 hours before the time set for the Annual General Meeting.
AFFIX
STAMP
OSSIA INTERNATIONAL LIMITED
10 Changi South Lane #07-01
Singapore 486162
90
ANNUAL REPORT 2014
9
Offices
Ossia
SINGAPORE
Ossia International Limited
10, Changi South Lane #07-01
Singapore 486162 Tel: (65) 6543 5828 Fax: (65) 6543 5800
MAlAySIA
Alstyle International Sdn Bhd
No. 89, Jalan 10/91 Taman Shamelin Perkasa
56100 Kuala Lumpur
Tel: (03) 9283 2089 Fax: (03) 9284 3053
Ossia World Of Golf (M) Sdn Bhd
No: 5 Jalan Suria Park 1, Suria Industrial Park Kawasan
Perindustrian kg. Baru Balakong 43300 Balakong,
Selangor Darul Ehsan
Contact Nos: Tel: 603-8961 8299/ Fax: 603-8962 3112
HONG KONG
Ossia (HK) Company Limited
Unit 2816-2818, 28/F., No. 1 Hung To Road,
Kwun Tong, Kowloon, Hong Kong
Tel: (852) 2811 4333 Fax: (852) 2565 0966
TAIWAN
Great Alps Industry Co. Ltd
11F,No. 32, See 3, Bade Road,
Songshan District, Taipei
Tel: (886-2) 2570 0918 Fax: (61-2) 2570 1911