RSH LIMITED
ANNUAL REPORT 2009
CONTENTS
001 Company Overview • 002 Letter to Our Shareholders • 006 Board of Directors • 010 Principal Officers
014 Corporate Governance • 024 Corporate Information • 025 Operations Review • 026 Financial Highlights
028 Group Structure • 030 Brand Portfolio • 035 Full Year Financial Statements • 099 Principal Network
COMPANY OVERVIEW
RSH Limited is an international retailer and distributor of leading brand-names in lifestyle products. The Group’s
extensive portfolio covers four key product categories: sports, golf and active lifestyle; fashion; watches; and beauty
and cosmetics.
Incorporated in Singapore in 1977, RSH Limited is one of Asia’s foremost sporting goods pioneers with a 32-year track
record. The Group expanded its product base to include fashion in 2000, watches in 2005, as well as beauty and
cosmetics in 2008.
Today, RSH Limited has expanded into five key territories, namely Southeast Asia, North Asia, South Asia, the Middle
East and South Pacific. The Group has established in each of these countries a direct presence with full operations,
offices and distribution centres.
Listed on the main board of the Singapore Exchange, RSH Limited is one of the largest Singapore-based retailers by
revenue. It is ranked among the Singapore International Top 100 Companies and is among the Top 5 Singapore companies
in the Middle East by overseas revenue.
As a marketer and distributor, RSH Limited has distribution and retail rights to over 90 world-renowned brand-names.
For sports, golf and active lifestyle products, this spectrum includes Reebok, Puma, Nike, Adidas, New Balance, Umbro,
Lacoste, Wilson, Speedo, Nautica, Mizuno, Greg Norman and many more.
RSH Limited has car ved a retail network of over 440 free-standing stores and 500 shops-in-shop in 11 countries,
encompassing 45 different retail concepts. For sports, golf and active lifestyle, RSH Limited operates multi-brand retail
chains such as Royal Sporting House, Golf House and Pro Shops; multi-brand specialty stores like Stadium by Royal
Sporting House and Studio R; as well as single-brand concept stores such as Reebok, Puma, Nike, Adidas, Lacoste and
Rockport. For fashion, RSH Limited has acquired the exclusive retail rights to operate stores for top fashion brand-names
including Zara, Massimo Dutti, Pull and Bear, Bershka, Mango, bebe and Ted Baker. In addition, RSH has extended its
product base to include Tag Heuer stores and a joint venture with Sephora, the global beauty and cosmetics chain. The
Group has also launched its very own ladies footwear chain-stores, novo.
Over the years, RSH Limited has been conferred over 33 local and international awards, including the “Singapore Business
Enterprise Award 1993” and the “International Sports Retailer of the Year Award 1994”, among others.
001
www.rshlimited.com
LETTER TO OUR SHAREHOLDERS
chalking up a 117.2 per cent increase in operating profit
THE YEAR IN PERSPECTIVE
before tax to S$18.6 million in 1H FY 2009. However, in
The global financial tempest, which began in July 2007 with
September 2008, the economic pandemic descended upon
the bursting of the US housing bubble, is now ending its
our shores and our markets succumbed, without exception,
second year. As it ran its turbulent course in 2008, it threw
to the deepening crisis. Notwithstanding the global economic
up what was indisputably the worst financial crisis
slowdown, our Group posted an operating profit before tax
experienced by the West in the last 70 years. During the
of S$10.3 million and S$4.5 million in the third and fourth
year, we witnessed the spiralling of the US sub-prime
quarter of the year, respectively.
mortgage crisis into a liquidity crisis that compelled
governments around the globe to simultaneously inject
capital, slash interest rates and formulate massive bail-out
AN ADVERSE QUARTER
plans in aid of the world economy.
In the fourth quarter of FY 2009, RSH had to navigate an
By December 2008, the crisis had infected economies,
extremely difficult business environment. This quarter, which
businesses and households in this inter-connected world. Most
coincided with the first three calendar months of 2009,
advanced economies were in recession concurrently - the first
witnessed the worst start to a year in the history of the
time since World War II - and emerging markets suffered
Standard & Poor 500. In March, the Dow Jones Industrial
reduced growth prospects as a result of the sharp fall in the
Average sunk more than 50 per cent from its summer 2008
demand for exports.
peak, which bordered close to the 53 per cent decline of the
Great Depression.
Against this backdrop, our operations in Southeast Asia and
RSH NAVIGATES TURBULENCE
the Middle East continued to be profitable during 4Q FY 2009.
In a year marked by unprecedented turbulence, RSH increased
Revenue for the Group declined marginally by 1.8 per cent
its net earnings attributable to shareholders by 17.7 per cent
while the Middle East operations bucked the trend by increasing
to S$16.2 million in FY 2009 from S$13.7 million a year ago.
revenue by 28.6 per cent. During this adverse quarter, RSH
This is on the back of a 5.3 per cent increase in revenue from
sustained a loss of S$5.5 million in its bottom line, which
S$734.3 million in FY 2008 to S$773.1 million in FY 2009.
included the S$10.0 million impairment of goodwill arising
Earnings per ordinary share rose from 3.89 cents to 4.58
from the acquisition of our Australian business unit. Excluding
cents. Net asset value backing per ordinary share grew 9.3
the write-off, RSH would have remained firmly in the black
per cent from 35.88 cents to 39.21 cents. The Group continued
with an operating profit before tax of S$4.5 million.
to generate a healthy cash flow from its operations, reporting
a net operating cash flow of S$30.6 million for the year. With
cash reserves of S$41.5 million, RSH remained positioned on
PERFORMANCE BY BUSINESS ACTIVITY
solid ground. In addition, we were pleased to declare an interim
dividend of 1.00 cent per ordinary share, which was paid on
We have firmly established retailing as our Group’s core
12 December 2008.
business activity, which accounted for 86.4 per cent of RSH’s
revenue in FY 2009. Profit before tax for this segment climbed
RSH was off to a strong start in FY 2009 as the global
to S$48.9 million, an increase of 9.9 per cent on the back of
financial crisis remained largely confined to the West during
a 4.4 per cent rise in revenue to S$667.8 million during this
the first half of 2008. Our Group enjoyed two robust quarters,
financial year.
002
www.rshlimited.com
Distribution, albeit modest in scale in comparison to retail,
unique, open-sell beauty hall environment features over 200
improved margins from 23.4 per cent in FY 2008 to 24.5 per
classic and emerging brands across a broad range of categories
cent in FY 2009. Our distribution activities for sporting goods
including skincare, colour, fragrance, bath & body and haircare,
in the Middle East as well as fashion in South Pacific contributed
in addition to Sephora’s own private label.
to the growth in this business segment.
This landmark partnership with Sephora Asia heralds RSH’s
RSH continued to pursue its strategy of retail expansion in
move into the beauty and cosmetics sphere, adding to its
FY 2009, adding new stores to its network with popular
portfolio of international popular fashion and sports brands.
brands which possess international appeal. This relentless
Beauty and cosmetics is an industry with a promising outlook.
enhancement of retail mix is instrumental to our Group’s
Expanding into this segment is a natural extension of our
achievement of strong sales and margins for the first nine
fashion business and we hope to develop Sephora into yet
months of the year, despite mounting challenges.
another growth driver for our Group. It is integral to our
vision of transforming RSH into a formidable purveyor of
In FY 2009, RSH increased its network of free-standing stores
lifestyle products.
from 425 to 443, while the number of shops-in-shop stayed
In partnership with Sephora Asia, RSH launched Sephora in
fairly constant at 504.
Singapore in December 2008 with a 3,000 square feet store
The debut of Sephora beauty and cosmetics chain-stores was
at Takashimaya Shopping Centre. A mega store of 15,000
a significant development for Singapore on the retail front.
square feet is in the pipeline for FY 2010.
Malaysia saw the addition of sports mono-brand stores like
Reebok and Adidas as well as fashion stores like bebe. In
Thailand, our Group further grew its fashion network with
TWO PILLARS OF GROWTH
additional locations for Zara, Ted Baker and Jaeger. Australia
grew its Mango and Novo stores, bringing its retail network
Back in 2001, we identified our strategy of creating two
to a total of 124 stores. Our operations in the Middle East
strongholds for the Group with Singapore and Dubai as the
experienced the most dramatic retail expansion in FY 2009.
epicentres of growth in Asia and the Middle East, respectively.
There are currently 60 freestanding stores and 103 shops-in-
Today, Southeast Asia is the largest contributor to our revenue
shop in the UAE.
and the Middle East is the fastest-growing region for the
Group. Southeast Asia accounts for 58.4 per cent of our
In FY 2009, RSH welcomed Sephora, Roxy, Naf Naf and Jaeger
revenue for FY 2009. The Middle East increased its contribution
to its brand portfolio.
to group revenue from 16.1 per cent in FY 2008 to 20.3 per
cent in FY 2009. Our operations in the Middle East account
for approximately 99.4 per cent of our revenue growth in the
JOINT VENTURE WITH SEPHORA
current financial year.
In December 2008, RSH wrote a new chapter with Sephora
While RSH has successfully nurtured its businesses in Southeast
Asia Pte Ltd, a fully owned subsidiary of French luxury brand
Asia - where Singapore, Malaysia and Thailand account for
conglomerate, the LVMH Group. Sephora holds pole position
the lion’s share - profitability has been impacted, leading to
among retail beauty chains in the US and is Number 2 in
a decline of 9.4 per cent year-on-year or S$3.1 million in profit
Europe. A visionary beauty-retail concept founded in France
before tax. Higher operating expenses have been a key
in 1969 and acquired by the LVMH Group in 1997, Sephora’s
challenge in the current financial year for all three markets.
003
www.rshlimited.com
In Singapore, particularly, escalating premises costs failed to
current financial year, RSH Australia succeeded in growing
reflect the reality of deteriorating business conditions, driving
its revenue by 4.8 per cent to S$81.4 million. The full-year
operating expenses higher. Malaysia, a price-sensitive market,
contribution from its distribution business as well as renewed
saw consumer spending plummet in the face of inflationary
efforts to sharpen brand image, improve gross margins and
pressures and political uncertainty. In Thailand, political turmoil
merchandise mix led to the growth in revenue. RSH Australia
exacerbated the effects of the global slowdown.
suffered a loss of S$20.1 million in FY 2009. Excluding the
impairment of goodwill arising from the acquisition of our
The Middle East was undoubtedly our star performer for FY
Australian business unit, which amounted to S$10.0 million,
2009. Our operations in the Middle East posted an impressive
and foreign exchange losses of S$1.2 million, operating losses
growth of 32.7 per cent to achieve S$156.8 million in revenue
for RSH Australia are S$8.9 million. This represents a significant
for the year. In line with its strong performance, the region
reduction from a loss of S$15.1 million incurred by RSH
reported a 39.4 per cent or S$5.3 million increase in profit
Australia in FY 2008.
before tax.
The full-year operation of eight stores in Dubai, which were
OUTLOOK FOR FY 2010
opened in FY 2008, contributed 29.1 per cent to top line
growth. In the second half of FY 2009, our Middle East
During the exceptionally difficult quarter of 4Q FY 2009, RSH
operations opened 23 stores or 89,000 square feet of prime
emerged from the fire with a mixed bag of results, demonstrating
retail space in The Dubai Mall - one of the world’s largest
an equal measure of resilience and vulnerability. While this
shopping malls - and the Dubai Marina Mall. Located in the
turbulent quarter can be used as a corporate barometer of
heart of the prestigious Downtown Burj Dubai mixed-use
things to come, it would be premature at this juncture to chart
development, The Dubai Mall is the premier lifestyle
our Group’s performance for the months ahead.
destination for shopping and entertainment experience with
a total internal floor area of 5.9 million square feet while the
The dramatic market rally from March to May 2009, during
Dubai Marina Mall is set within the spectacular waterfront
which equities rebounded by more than 150 per cent in two
of the landmark Dubai Marina. RSH has opened over 75,000
months, has given us reason to cheer. The world is collectively
square feet of retail space, comprising 17 sports and fashion
heaving a deep sigh of relief at the emergence of “green shoots”
concepts, in The Dubai Mall. Many are flagship stores and
of recovery and the halt in the global economy’s free fall.
some are debuting as first-ever stores in the Gulf. Stadium
However, it remains a conjecture as to whether we are heading
alone, the Group’s proprietary sports and lifestyle concept
for a “V” shaped recovery or a drawn-out “L” shaped course.
store, occupied 28,000 square feet in The Dubai Mall. These
new stores in such world-class retail destinations as The
The outlook of our management remains conservative. We
Dubai Mall have proven within a short period of time as
expect FY 2010 to be a challenging year. Nevertheless, we
astute investments for the Group. Together, these 23 new
believe that there are opportunities to be tapped.
stores accounted for 37.9 per cent of our Group’s revenue
growth in this region during FY 2009.
A STRATEGY FOR THE RECESSION
Bracing itself for strong headwinds in FY 2009, our management
CHALLENGES IN THE SOUTH PACIFIC
shifted into a multi-pronged strategy to increase revenue,
Our Australian operations continue to face challenges. In the
004
minimise cost and boost profitability. RSH intensified efforts
www.rshlimited.com
to preserve our top line by offering customers better value
Ace is a joint venture in which MGF holds a 70 per cent
with on-target promotions. The Group monitored its inventory
interest and Emaar Properties has a 30 per cent interest.
levels closely, ensuring an inventory turnaround of 120 to 150
days. RSH also sharpened its focus on cost control, cutting
On 18th June 2009, Emaar acquired all the outstanding loans
travel expenses and freezing headcount as well as remuneration.
of Golden Ace under these facility agreements with DB
Excellent service has become critical for customer retention
Trustees and Deutsche Bank through the assistance of
at a time of cautious consumer spending. RSH intensified
Standard Chartered Bank. Through the acquisition, Emaar
staff training, utilising government subsidies.
has a deemed interest of 61.3 per cent in the total issued
shares of RSH.
Cash conservation is key in a prolonged recession. Rental
negotiations with landlords are a priority for RSH given that
The acquisition has triggered a mandatory unconditional cash
premises cost form a major component of its operating
offer by Standard Chartered Bank on behalf of Emaar for all
expenses. RSH will adopt a cautious approach towards
of RSH’s issued share capital at S$0.77 per ordinary share.
expansion. Our management will increase their vigilance,
Emaar seeks to protect the value of their indirect investment
continually monitoring the Group’s retail network to
in RSH and to reiterate their confidence in the Group through
consolidate loss-making stores while building market
this acquisition.
presence with productive retail locations. In the current
financial year, RSH has reinforced its retail network with
Standard Chartered Bank has received irrevocable undertakings
new opportunities in Singapore, Malaysia, Thailand, UAE
from significant shareholders not to accept the cash offer.
and Australia. In FY 2010, we will focus on optimising the
The respective shareholdings of these investors approximate
performance of existing stores.
35.36 per cent of RSH’s issued share capital.
Singapore and Australia will be the exceptions. In Singapore,
In firm commitment to RSH as Chairman, promoter and
RSH has committed to significant retail space in two major
shareholder, I have given an irrevocable undertaking not
malls. In Australia, RSH will continue to expand its novo chain
to accept the cash offer and to retain my equity ownership
of ladies fashion footwear stores. The preservation of our
in RSH.
resources will be the mantra for RSH in FY 2010, even as the
Group remains open to growth opportunities in preparation for
On behalf of the Board of Directors, I thank our shareholders
the recovery ahead.
and our customers for their continued support. To our
management and employees, I would like to convey my
commendations on their diligence and dedication in these
MANDATORY UNCONDITIONAL CASH OFFER FOR RSH SHARES
testing times. Conviction is the first step to victory and
commitment will spur us on to the finish line.
On 17th April 2009, RSH announced that it had received
notification of DB Trustees’ deemed interest in the Group,
following the default of Golden Ace Pte. Ltd. (“Golden Ace”)
H. E. Mohamed Ali Rashed Alabbar
for two facility agreements dated 27th February 2007 with
Chairman
DB Trustees and Deutsche Bank. These facility agreements
RSH Limited
were secured by 216,169,245 RSH ordinary shares held by
July 2009
Golden Ace, representing approximately 61.3 per cent of the
total issued ordinary shares in the company’s capital. Golden
005
www.rshlimited.com
BOARD OF DIRECTORS
006
www.rshlimited.com
left to right, top to bottom
H.E. Mohamed Ali Rashed Alabbar, Mr. Vinod Kumar Gomber, Mr. Shravan Gupta, Mr. Ng Boon Yew,
Mr. Basil Chan, Mr. Lew Syn Pau, Ms. Low Ping, Mr. Sanjay Malhotra
007
www.rshlimited.com
H.E. Mohamed Ali Rashed Alabbar
Chairman
Mr. Alabbar is a member of the Dubai Executive Council and
Chairman of The Advisory Council and the UAE Golf Association.
He is the founding member and Chairman of Emaar Properties
PJSC since the company’s inception on July 29, 1997.
He is currently spearheading Emaar’s high-profile global
expansion and chairs John Laing Homes in the USA and
Hamptons International in the UK as well as a joint venture
with Italy’s Giorgio Armani to set up a global luxury hotel and
resor t chain. Mr. Alabbar is also chairman of the Bahrainbased Al Salam Bank, the region’s newest listed Islamic bank
with operations across the MENA region and Emaar Economic
City, which is an Emaar Joint Venture in Saudi Arabia.
Mr. Alabbar serves on the board of directors of the Investment
Corporation of Dubai (ICD), the investment arm of the
Government of Dubai and the body responsible for managing
the emirate’s assets in the financial, transportation, industrial,
energy, real estate and leisure sectors. He is also a Board
Member of Noor Investment Group, an affiliate of Dubai Group,
the leading diversified financial company of Dubai Holding,
focused on Shari’ah compliant financial services.
Fortune magazine in their issue of December 2007, has named
Mr. Alabbar among the top 30 in power positions globally. A
graduate in Finance and Business Administration from Seattle
University in the United States, Mr. Alabbar works closely
with regional NGOs, and is especially committed to the cause
of social housing and educational reform. He is Chairman of
the UAE Golf Association, and was recently named among
the top golfing personalities in the world by Golf World.
Mr. Alabbar was awarded an honorar y doctoral degree in
humanities from his alma mater, Seattle University, in
recognition of his notable achievements in business, economic
development and public service in Dubai and throughout the
Middle East region.
Mr. Vinod Kumar Gomber
Executive Director /Group Chief Executive Officer
Mr. Gomber is the Group Chief Executive Officer of Emaar
Properties PJSC and the Executive Director and Group Chief
Executive Officer of RSH Limited.
Mr. Gomber was appointed the Group Chief Executive Officer
of Emaar Properties PJSC in 2006. Reporting to H.E. Mohamed
Ali Alabbar, Chairman of the Board, and the Board of Directors,
Mr. Gomber is responsible for the overall management of the
Emaar Group of Companies and heads the Corporate Office
of Emaar in Dubai.
008
Tapping into his wealth of experience in diverse fields of
business, Mr. Gomber plays a multi-functionary role at Emaar
that covers: strategic planning, monitoring and management
of execution, systems and processes, legal, human resources,
treasur y, finance and tax planning and corporate
communications. In addition, he oversees the day-to-day
operations of Emaar Group’s subsidiaries in Dubai and its
operational arms across the world, with the senior management
of all Emaar Group companies reporting to him.
Mr. Gomber led the RSH Group from 1994 to 2006, transforming
the company into a pan-Asian marketing, distribution and
retail powerhouse, and expanding the Group’s market reach
to cover 11 prominent markets in Asia, the Middle East and
beyond. He resumed his role as Group Chief Executive Officer
of RSH Limited in 2007.
A post-graduate in Chemistr y, Mr. Gomber also holds
postgraduate diplomas in Banking and Finance and Business
Management. A Harvard Business School alumnus, he did a
Program for Management Development from the prestigious
institute in 1992.
Mr. Shravan Gupta
Non-Executive Director
Mr. Gupta is the Executive Vice Chairman & Managing Director
of Emaar MGF. He has over a decade’s experience in real
estate and financial services. Mr. Gupta has been credited
as the man behind the largest joint venture that the Indian
real estate sector has witnessed. He has been pivotal in
charting the company’s progress in an endeavour to put Indian
real estate development at par with that of the world.
The Emaar MGF partnership resonates with this joint vision
towards Creating a New India. Setting a breathtaking pace,
Mr. Gupta has already converted Emaar MGF into owners of
one of the largest land banks in India with projects planned
in over 40 cities. The company is all set to redefine the real
estate landscape with ambitious project plans across
Residential, Commercial & IT SEZs, Retail and Hospitality, in
addition to Infrastructure, Healthcare and Education sectors.
Under his strong leadership, Emaar MGF is already setting
the benchmarks with acknowledged brand standing on quality
of products, professionalism and presentation of a new ethos
in Indian realty.
Emaar MGF is poised to play a critical role in transforming
the realty sector of the countr y with a focus on business
verticals which will positively impact the lives of millions of
people. Mr. Gupta holds a Bachelors degree in Commerce.
Currently responsible for taking Emaar MGF to new heights
thereby char ting the company’s growth to emerge as an
industry leader, Mr. Gupta also is a sought-after industry figure
www.rshlimited.com
in his capacity as Vice Chairman - Delhi State Council, CIIConfederation of Indian Industry.
Mr. Ng Boon Yew
Non-Executive Director
Mr. Ng was a partner of an international accounting firm for
over 15 years during which time he was involved in the audit
of companies in various industries and the provision of corporate
finance ser vices in the areas of valuation, mergers and
acquisitions and corporate and business restructuring. Mr.
Ng sits on the board of directors of Fischer Tech Ltd, Datapulse
Technology Limited, Gems TV Holdings Limited and The National
Kidney Foundation and is a member of the Securities Industry
Council. He is a Member of the Institute of Certified Public
Accountants of Singapore and a Fellow Member of the
Association of Chartered Certified Accountants. He is also
an Associate Member of the Institute of Chartered Accountants
in England and Wales, Institute of Chartered Secretaries and
Administrators and Chartered Institute of Taxation.
Mr. Basil Chan
Independent Director
Mr. Chan is the Founder and Managing Director of MBE
Corporate Advisory Pte Ltd. He was appointed to the Board
of RSH Limited on 12 April 2006 and is also an independent
director of several other listed companies in Singapore. Mr.
Chan is a Council Member and Board Director of the Singapore
Institute of Directors where he chairs the Professional
Development Sub-committee involved in the training of directors.
He was a member of the Corporate Governance Committee in
2001 that developed the Singapore Code of Corporate
Governance and was previously a member of the Accounting
Standards Committee of the Institute of Cer tified Public
Accountants in Singapore (ICPAS). He has more than 25 years
of audit, financial and general management experience having
held senior financial positions in leading companies. He holds
a Bachelor of Science (Economics) Honours degree majoring
in Business Administration from the University of Wales Institute
of Science and Technology, United Kingdom and is a member
of the Institute of Chartered Accountants in England & Wales
as well as a member of the Institute of Cer tified Public
Accountants of Singapore. He was admitted as Fellow of the
Singapore Institute of Directors on 1 April 2008.
Mr. Lew Syn Pau
Independent Director
("NTUC"). He was the Executive Secretar y of the Metal
Industries Workers' Union from 1981 to 1982 and 1984 to
1989. From 1987 to 1993, he was the General Manager and
subsequently Managing Director of NTUC Comfort Holdings
Ltd. Mr. Lew left the NTUC Group in 1994 to join Banque
Indoseuz (subsequently renamed Credit Agricole Indosuez) as
General Manager and Senior Countr y Officer from 1994 to
1997. Mr. Lew was a Singapore Government Scholar with a
Master of Engineering degree from Cambridge University and
a Masters in Business Administration degree from Stanford
University, USA. He was a Member of Parliament from 1988
to 2001. He has chaired the Government Parliamentar y
Committees for Education, Finance and Trade & Industry and
National Development.
Ms. Low Ping
Alternate Director
Ms. Low, Executive Director for Finance & Risk, joined Emaar
in 2002 and is appointed as the Alternate Director to Mr.
Alabbar for the Group. She has over a decade of experience
in finance. A Certified Chartered Accountant, Ms. Low is a
member of the Institute of Cer tified Public Accountants in
Singapore. Ms. Low is currently responsible for risk
management and all financial matters per taining to the
Emaar Group such as budgeting, financial and management
reporting, equity structuring, taxation and treasury functions
for the Group.
Mr. Sanjay Malhotra
Alternate Director
Mr. Malhotra is the Group Chief Financial Officer and Chief
Operating Officer of Emaar MGF Land Limited (Emaar MGF)
and is responsible for the finance and treasur y, corporate
development and strategic alliances, Commonwealth Games
Village residential complex project of Emaar MGF. He is
appointed as the Alternate Director to Mr. Shravan Gupta
for the Group on 20 May 2008. Mr. Malhotra has over 20
years of varied functional experience in diverse industries
including hospitality, corporate finance and enter tainment.
Prior to joining Emaar MGF, Mr. Malhotra was the Chief
Financial Officer of PVR Limited. He has also worked with
Dimensions Consulting Private Limited from Januar y 2000
until November 2001 and The Indian Hotels Company Limited
from September 1993 until December 1999. Mr. Malhotra
has completed his Bachelor of Commerce degree from the
University of Delhi. He is also a Fellow of the Institute of
Chartered Accountants of India.
Mr. Lew is currently the Chairman of Stanbridge International
Pte Ltd. He started his career with the Singapore Civil Service
where he was seconded to the National Trades Union Congress
009
www.rshlimited.com
PRINCIPAL OFFICERS
010
www.rshlimited.com
left to right, top to bottom
Mr. Kesri Singh Kapur, Mr. David John Reilly, Mr. Sandeep Kalra, Mr. William Mihran Feast, Mr. Om Prakash Gupta,
Mr. Edward Yee, Mr. Jess Salazar Lacson, Mr. Selvaratnam Thavaneson, Mr. Yeung Kwok Ming Walter,
Mr. Indranu Hati, Mr. Lew Chee Kiong Lawrence, Ms. Lelaina Lim, Mr. Woo Mun Hoo, Ms. Lim Yin Cheng
011
www.rshlimited.com
Mr. Kesri Kapur
Group Chief Operating Officer
RSH Limited
As Group Chief Operating Officer of RSH Limited, Mr. Kesri oversees
the Corporate Office, which is headquartered in Singapore, and
the Group’s total operations in Asia, which incorporates SouthEast Asia, the Group’s largest territory by market share. Currently,
RSH’s operations in Asia include Singapore, Malaysia, Thailand,
Hong Kong, the Philippines, Vietnam and India. Mr Kesri joined
the Group in 1995 and has overseen the Group’s operations in
territories as diverse as Dubai, Hong Kong, Indonesia, Brunei and
Thailand. Mr Kesri was appointed Group General Manager of RSH
Limited in September 2007 and subsequently Group Chief Operating
Officer in May 2008. Prior to these appointments, Mr Kesri was
the Chief Executive Officer of RSH Thailand, spearheading the
Group’s foray into this new market. Mr. Kesri graduated with a
Bachelor of Engineering degree in Mechanical Engineering from
Bangalore University in India and completed his Master in Business
Administration from Rajasthan University, Jaipur, India. Before
joining the Group, Mr. Kesri had ser ved with Bajaj Electricals
Limited and Blue Star Limited in various locations in India.
Mr. David John Reilly
Chief Executive Officer
RSH (Middle East) L.L.C.
R.B.K. Middle East L.L.C (L.L.C.)
Mr. Reilly is responsible for the Group’s retail, marketing and
distribution operations in the Middle East. He has been with the
Group since 1999. Prior to the Group, Mr. Reilly was the Managing
Director of Azure Trading LLC from 1994 to 1998, and was the
General Manager of Healthlines Middle East LLC, Dubai, from
1989 to 1994. He has extensive business experience of the Middle
East, having worked and resided in Middle East for more than 15
years. Prior to his employment in the Middle East, Mr. Reilly also
held key positions in several multi-national companies including
NEXT, Benetton, the Storehouse Group and the Body Shop. Mr.
Reilly's retail and distribution qualifications include a course in
"Masters in Retail Business Studies" from London Polytechnic.
Mr. Sandeep Kalra
Chief Executive Officer
RSH (Australia) Pty Ltd
Mr. Kalra is responsible for the Group’s retail, marketing and
distribution operations in Australia. He has been with the Group
since 1994. Prior to this, his earlier appointments include Chief
Executive Officer for RSH (Malaysia) Sdn Bhd and Operations
Manager with RSH Sports (HK) Ltd. Before his tenure with the
Group, Mr. Kalra has held several positions in Modi Mirrlees
Blackstone Ltd and Escor ts Ltd. He graduated from Punjab
Agricultural University, Ludhiana, India, in 1986 with a Bachelor
of Technology degree in Agricultural Engineering and completed
a Post-graduate Programme in Management at the Indian Institute
of Management, Ahmedabad, India, in 1988.
Mr. William Mihran Feast
Chief Executive Officer
RSH (Singapore) Pte Ltd
Mr. Feast is responsible for the retail, marketing and distribution
activities of RSH (Singapore) Pte Ltd. Joining the Group as Chief
012
Executive Officer of RSH(Singapore) Pte Ltd in 2007, Mr. Feast
has over 30 years experience in international retail, brand
management and development, including a variety of leadership
roles with DFS Group Limited and The Disney Store. Prior to
joining the Group, Mr. Feast served as President of Solet Advisors
LLC, which he founded to provide business development expertise
and consultation to the retail and enter tainment industries. In
addition to his role as Chief Executive Officer, Mr. Feast also
ser ves as Director of RSH Limited and leads the Design Centre
functions of store design and planning for all RSH locations
worldwide. Mr. Feast possesses a Bachelor of Science degree
in Industrial Management from the Georgia Institute of Technology
in the US.
Mr. Om Prakash Gupta
Chief Executive Officer
RSH (Malaysia) Sdn. Bhd.
RSH Manufacturing (M) Sdn. Bhd.
Armaan (M) Sdn. Bhd.
Gagan (Malaysia) Sdn. Bhd.
Ogaan Fashions (M) Sdn. Bhd.
Prasan Fashions (M) Sdn. Bhd.
Mr. Gupta is responsible for the Group’s retail, marketing,
distribution and manufacturing operations in Malaysia. With a
14-year track record of success, Mr. Gupta’s diverse expertise
and strategic vision has proven to be a key contributor to the
Group’s growth. Prior to joining the Group, he was under the
employment of UCO Bank from 1990 to 1995, holding positions
which included the Deputy Chief Officer (Personnel) and the
Deputy Chief Officer (Credit) in UCO Bank’s India operations.
Mr. Gupta holds a Master of Arts degree in Economics from the
University of Rajasthan, India.
Mr. Edward Yee
Chief Executive Officer
Nose (Malaysia) Sdn. Bhd.
Mr. Yee is responsible for the day-to-day management, product
development and business expansion of Nose (Malaysia) Sdn.
Bhd. Having helmed the company since 1998, Mr. Yee is pivotal
to the rapid growth, success and transformation of Nose into one
of the foremost brand names in Malaysia. In 2002, Nose was
integrated into the Group and it has since continued to flourish.
Mr. Yee is also working closely with Singapore, Australia and the
Middle East to expand the novo concept into a multi-faceted
international business. Mr. Yee graduated in London with a Diploma
in Footwear Design and Manufacture.
Mr. Jess Salazar Lacson
Chief Executive Officer
R.S.H. Marketing (Philippines), Inc.
Mr. Lacson is responsible for the Group’s retail, marketing and
distribution operations in the Philippines. He has been with the
Group since 1997. Prior to joining the Group, Mr. Lacson was the
General Manager of the Levi’s division of PT J.G Enterprises in
Indonesia from 1990 to 1997. Mr Lacson has more than 25 years
of experience in the retail, marketing and distribution industry
and has held key positions in several corporations, including
J.Walter Thompson, an adver tising firm, and Ford Motor Co.
(Phils.). Mr. Lacson holds a Business of Science degree in
Architecture from the University of Santo Thomas, Philippines.
www.rshlimited.com
Mr. Selvaratnam Thavaneson
Chief Executive Officer
Sports Equipment Holdings Pte Ltd
Sports Equipment 2001 (Malaysia) Sdn. Bhd.
Mr. Thavaneson is responsible for the total business operations
of Spor ts Equipment Holdings and Spor ts Equipment 2001
(Malaysia). He has held that position since early 2001. Prior
to this, he also established Spor ts Equipment (Far East) Pte
Ltd. As the distributor of premium spor ts brand, Umbro, for
Singapore, Brunei and Malaysia, Spor ts Equipment Holdings
has achieved consistent year-on-year double-digit growth. Skilled
in developing growth strategies and operational excellence, Mr.
Thavaneson’s proven ability is vital to the success of the
company. Previously, Mr. Thavaneson was the founder of a
financial and management consultancy firm after a two-year
stint at Char tered Bank. He graduated from the University of
Singapore with a Bachelor of Accountancy in 1970. He is also
a Fellow Cer tified Public Accountant Singapore and ser ved as
a Council member of the Institute of Certified Public Accountants
of Singapore from 1985 to 2001.
Mr. Yeung Kwok Ming, Walter
Chief Executive Officer
RSH (Hong Kong) Limited
Gagan (HK) Limited
Mr. Yeung is responsible for the Group’s retail, marketing and
distribution operations in Hong Kong. He has been with the Group
since 1997 as the Financial Controller and was subsequently promoted
to the position of General Manager. After a four-year stint in another
organization, Mr. Yeung returned as Chief Executive Officer of the
Group’s Hong Kong operations. Mr. Yeung’s extensive 10-year retail
experience has been crucial to the growth and development of the
business. Prior to joining the Group, Mr. Yeung was working in KPMG
from 1988 to 1994 and held key finance positions in Lane Crawford
Department store in Hong Kong from 1994 to 1997. He also held
key management positions in Giordano in the China market. Mr.
Yeung graduated from the Hong Kong Polytechnic and is a Fellow
Certified Public Accountant in Hong Kong.
Mr. Indranu Hati
Chief Operating Officer
Aryan (Thailand) Co., Ltd.
Gagan (Thailand) Co., Ltd.
Armaan (Thailand) Co., Ltd.
distribution operations in the Middle East. He has been with the
Group since 2006 and was instrumental in the conceptualisation
of the first Callaway Golf Store in the Middle East which opened
at the world’s largest mall, The Dubai Mall, in 2008. Prior to
joining the Group, Mr. Lew was with various global express and
logistics companies, including Panalpina and DHL, holding key
management and regional positions in South East Asia and Asia
Pacific. He holds a Bachelor of Commence in Logistics Management
from Curtin University of Technology, Australia.
Ms. Lelaina Lim
Chief Financial Officer
RSH Limited
Ms. Lim joined RSH Limited as Chief Financial Officer in 2008.
She possesses more than 25 years of financial and accounting
experience in various commercial sectors as well as regional
exposure in China and the ASEAN countries. Ms. Lim is familiar
with corporate governance practices in different international
contexts, which is in line with the Group’s geographical
diversification strategy. Prior to RSH Limited, she spent six years
in China in the employment of Electronic Arts Asia Pacific (S)
Pte Ltd, China, as Financial Director from 2006 to 2008 and
International SOS, Greater China, as Regional Financial Controller
from 2003 to 2005. Prior to her stint in China, Ms. Lim was the
Group Financial Controller of GRP Limited and Group Financial
Controller of Oakwell Engineering Limited in Singapore. She
graduated from National University of Singapore with a Bachelor
of Accountancy degree in 1983 and commenced her career with
Ernst & Young as an auditor.
Mr. Woo Mun Hoo
Director, Business Development
RSH Limited
Mr. Woo is responsible for the business development and realestate related matters of RSH Limited. He started his career with
KPMG Peat Marwick Malaysia and has worked in various publiclisted companies in Malaysia. Prior to joining the Group in 2007,
Mr Woo was the Regional Chief Financial Officer for Asia Pacific
with LVMH Watch & Jewellery Singapore. He is a member of the
Malaysian Institute of Certified Public Accountants.
Ms. Lim Yin Cheng
Director, Communications
RSH Limited
Mr. Indranu is responsible for the Group’s retail, marketing and
distribution operations in Thailand. He has been with the Group
since 2007. Prior to joining the Group, Mr. Indranu was the Sales
Director of Nike India from 2005 to 2007. Armed with extensive
business experience from his years in India, he is instrumental
to the Group’s development in Thailand. Previously, Mr. Indranu
also held key positions in several multi-national companies including
Benetton and Tata Group. Mr. Indranu graduated in Commerce
from the University of Calcutta and completed his Hotel
Management course from the same institute.
Mr. Lew Chee Kiong, Lawrence
General Manager
Progolf International (L.L.C.)
Mr. Lew is responsible for the Group’s golf retail, marketing and
013
Ms. Lim joined RSH Limited as Director, Communications in 2008.
Based in Dubai from 2006 to 2008, she was appointed Director
of Communications, Emaar Properties PJSC, where she focused
on the communications for Emaar with its stakeholders,
collaborating with the Sales & Marketing team to achieve a
synchronized communications programme for the group globally.
Currently, Ms. Lim is responsible for the strategic planning,
management and implementation of the corporate communications
and public relations initiatives of RSH Limited on a group level.
Prior to Emaar, she spent thirteen years with the RSH group of
companies. Ms. Lim has 23 years of experience in marketing
communications and corporate communications as well as business
development, and has worked for five years as a Creative Director
in advertising. She graduated with a Bachelor of Arts degree from
the National University of Singapore, majoring in English Literature
and Philosophy.
www.rshlimited.com
CORPORATE GOVERNANCE
The corporate governance report sets out how the Company
has ef fectively applied the principles of good corporate
governance in a disclosure-based regime where accountability
of the Board to the Company’s shareholders and of the
Management to the Board provides the framework for achieving
a mutually beneficial tripartite relationship aimed at creating,
enhancing and growing sustainable shareholders’ value.
The Board of Directors of RSH Limited is committed to ensure
that high standards of corporate governance and transparency
are practised for the protection of shareholders’ interest. This
report outlines the Company’s corporate governance processes
with specific reference to the Code of Corporate Governance
(the “Code”).
The Board has formed Board Committees namely the Audit
Committee, the Nominating Committee and the Remuneration
Committee to assist in carrying out and discharging its duties
and responsibilities efficiently and effectively.
These Committees function within clearly defined terms of
reference and operating procedures and are reviewed on a
regular basis. The effectiveness of each Committee is also
constantly reviewed by the Board.
Various committees are also formed by the Board when
necessar y to under take and deal with different issues of
RSH Limited.
The following table shows the number of meetings held by
the Board and Board Committees and the attendance of the
Directors for the financial year ended 31 March 2009: -
BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1: Every company should be headed by an effective
Board to lead and control the company. The Board is collectively
responsible for the success of the company. The Board works
with Management to achieve this and the Management remains
accountable to the Board.
The Board of Directors (the “Board”) now comprises two
independent Directors, three non-executive Directors, one
executive Director and two alternate Directors having the
appropriate mix of core competencies and diversity of
experience to direct and lead the Company. At the date of
this report, the Board comprises the following members:
H.E. Mohamed Ali Rashed Alabbar (Chairman)
Mr. Vinod Kumar Gomber (G.C.E.O.)
Mr. Shravan Gupta
Mr. Ng Boon Yew
Mr. Basil Chan
Mr. Lew Syn Pau
Ms. Low Ping
(Alternate director to H.E. Mohamed Ali
Rashed Alabbar)
Mr. Sanjay Malhotra (Alternate director to Mr. Shravan Gupta)
Board
Audit
Committee
Remuneration Nominating
Committee
Committee
Number of
meetings held
5
5
3
1
H.E. Mohamed Ali
Rashed Alabbar
0
NA
NA
0
Mr. Vinod Kumar
Gomber
3
NA
NA
NA
Mr. Shravan Gupta
0
NA
NA
NA
Mr. Ng Boon Yew
4
4
2
NA
Mr. Lew Syn Pau
5
5
3
1
Mr. Basil Chan
5
5
3
1
Ms. Low Ping
(Appointed on
20 May 2008,
alternate director to
H.E. Mohamed Ali
1
Rashed Alabbar)
NA
NA
NA
The primary role of the Board is to protect and enhance longterm shareholders’ value.
Mr. Sanjay Malhotra
(Appointed on
20 May 2008,
alternate director to
Mr. Shravan Gupta) 2
NA
NA
NA
Generally the responsibilities of the Board include:
NA - Not applicable to Director who is not a member of the Committee
• Reporting to the shareholders and the market;
• Ensuring adequate risk management processes;
• Reviewing internal controls and internal and external audit
reports;
• Monitoring the Board composition, director selection and
Board processes and performance;
• Reviewing and approving executive director’s remuneration;
• Validating and approving corporate strategy;
• Reviewing business results, monitoring budgetary control
and corrective actions (if required); and
• Sanctioning and monitoring major investment and strategic
commitments.
Regular meetings are held to deliberate the strategic policies
of the Company including significant acquisitions and
disposals, review and approve annual budgets, review the
performance of the business and approve the public release
of periodic financial results.
014
Besides the attendance at meetings, the Board also measures
the contribution of Directors in other forms including periodical
reviews, provision of guidance and advice on various matters
relating to the Group.
Board Composition and Balance
Principle 2: There should be a strong and independent element
on the Board, which is able to exercise objective judgement
on corporate affairs independently, in particular, from
Management. No individual or small group of individuals should
be allowed to dominate the Board’s decision making.
The Board now consists of six Directors, of whom two are
independent Directors, three are non-executive Directors and
one is an executive Director. There are two alternate Directors.
www.rshlimited.com
The criterion for independence is based on the definition
given in the Code. The Board considers an “independent”
Director as one who has no relationship with the Company,
its related companies or officers that could inter fere, or be
reasonably perceived to inter fere, with the exercise of the
Director’s independent judgment of the conduct of the
Group’s affairs.
The Board is of the view that the current Board members
comprise persons whose diverse skills, experience and
attributes provide for effective direction for the Group. The
composition of the Board is reviewed on an annual basis by
the Nominating Committee to ensure that the Board has the
appropriate mix of expertise and experience, and collectively
possess the necessar y core competencies for ef fective
functioning and informed decision-making.
As at current date, independent Directors comprise one third
of the Board of Directors. The Board has undertaken a full
review of its composition and is of the opinion that, with a
significant majority of the Directors being non-executive, the
Board continues to be able to exercise objective judgment
independently of the management.
Key information regarding the Directors is given in the ‘Board
of Directors’ section of the annual report.
Particulars of interests of Directors who held office at the
end of the financial year in shares, debentures, warrants and
share options in the Company and in related corporations
(other than wholly-owned subsidiaries) are set out in the
Directors’ Report on pages 36 to 41 of this annual report.
• Ensuring that Board Meetings are held when necessar y;
and
• Reviewing board papers before they are presented to the
Board.
In assuming his role and responsibility, H.E. Mohamed Ali
Rashed Alabbar consults with the Board, Audit Committee,
Nominating Committee and Remuneration Committee on major
issues and as such, the Board believes that there are adequate
safeguards in place against having a concentration of power
and authority in a single individual.
Mr. Vinod Kumar Gomber, the G.C.E.O. is in charge of the dayto-day management of the Group’s affairs. He updates the
Chairman on the per formance of the Group through regular
meetings, and ensures that policies and strategies adopted
by the Board are implemented.
Board Membership
Principle 4: There should be a formal and transparent process
for the appointment of new directors to the Board.
The Nominating Committee (“NC”) comprises the following
three directors, majority of whom, including the Chairman are
independent.
Mr. Lew Syn Pau (Chairman)
Mr. Basil Chan
H.E. Mohamed Ali Rashed Alabbar
The NC functions under the terms of reference which sets out
its responsibilities as follows:
Chairman and Group Chief Executive Officer
Principle 3: There should be a clear division of responsibilities
at the top of the company - the working of the Board and
the executive responsibility of the company’s business which will ensure a balance of power and authority, such
that no one individual represents a considerable concentration
of power.
The roles of the Chairman and the Group Chief Executive
Officer (”G.C.E.O.”) are separate and distinct, each having
their own areas of responsibilities. The Company believes
that a distinctive separation of responsibilities between
the Chairman and the G.C.E.O. will ensure an appropriate
balance of power, increased accountability and greater
capacity of the Board for independent decision-making. The
post of Chairman is currently held by H.E. Mohamed Ali
Rashed Alabbar.
(a) To recommend to the Board on all new board appointments,
re-appointments and re-nominations;
(b) To ensure that independent Directors meet SGX-ST’s
guidelines and criteria; and
(c) To assess the effectiveness of the Board as a whole and
the effectiveness and contribution of each Director to the
Board.
The Articles of Association of the Company require one-third
of the Board to retire from office at each Annual General
Meeting (“AGM”). Accordingly, the Directors will submit
themselves for re-nomination and re-election at regular intervals
of at least once every three years.
The Company has in place policies and procedures for the
appointment of new Directors including the description on
the search and nomination process.
As Chairman, H.E. Mohamed Ali Rashed Alabbar is primarily
responsible for overseeing the overall management and
strategic development of the Company.
Board Performance
His responsibilities include:
Principle 5: There should be a formal assessment of the
effectiveness of the Board as a whole and the contribution
by each director to the effectiveness of the Board.
• Scheduling of meetings (with the assistance of the Company
Secretar y) to enable the Board to per form its duties
responsibly while not interfering with the flow of the Group’s
operations;
• Preparing meeting agenda (in consultation with the G.C.E.O.);
• Assisting in ensuring the Company’s compliance with the
Code;
015
The Nominating Committee (“NC”) examines the Board’s
size to satisfy that it is appropriate for effective decision
making, taking into account the nature and scope of the
Company’s operations.
The Nominating Committee had conducted an evaluation
www.rshlimited.com
exercise by the Board as a whole, using a set of qualitative
and quantitative criteria, including taking into consideration
the attendance record at the meetings of the Board and Board
Committees and also the contribution of each Director to the
effectiveness of the Board and through the self assessment
by the individual directors. The Nominating Committee had
reviewed and evaluated the per formance of the Board as a
whole and the contribution by individual director and was
satisfied with the performances. Notwithstanding that some
of the Directors have multiple board representations, the NC
was also satisfied that sufficient time and attention had been
given by these Directors to the affairs of the Group.
for the Directors and Executive Officers, and determines
specific remuneration package for each Executive Director.
The recommendations are submitted for endorsement by the
Board.
Access to Information
(a) To recommend to the Board a framework for remuneration
for the Directors and key executives of the Company.
(b) To determine specific remuneration packages for each
Executive Director,
(c) To review the appropriateness of remuneration awarded
to non-executive Directors; and
(d) To review the remuneration of employees occupying
managerial positions who are related to Directors and
substantial shareholders.
Principle 6: In order to fulfill their responsibilities, Board
members should be provided with complete, adequate and
timely information prior to board meetings and on an ongoing basis.
All Directors are from time to time furnished with information
concerning the Company to enable them to be fully cognizant
of the decisions and actions of the Company’s executive
management. The Board has unrestricted access to the
Company’s records and information.
Senior members of management staff are available to provide
explanatory information in the form of briefings to the Directors
or formal presentations in attendance at Board meetings, or
by external consultants engaged on specific projects.
All aspects of remuneration, including but not limited to
Directors’ fees, salaries, allowances, bonuses and benefits
in kind, are covered by the RC. Each RC member will abstain
from voting on any resolution in respect of his remuneration
package.
The RC functions under the following terms of reference which
sets out its responsibilities:
The recommendations of the RC are submitted to the Board
for endorsement. The RC is provided with access to expert
professional advice on remuneration matters as and when
necessar y. The expense of such ser vices is borne by the
Company.
Level and Mix of Remuneration
The Board has separate and independent access to the
Company Secretaries and to other senior management
executives of the Company and of the Group at all times in
carrying out their duties. A Company Secretary attends all
Board meetings and meetings of the Board committees and
ensures that Board procedures are followed and that applicable
rules and regulations are complied with. The minutes of all
Board committees’ meetings are circulated to the Board.
Each Director has the right to seek independent legal and
other professional advice, at the Company’s expense,
concerning any aspect of the Group’s operations or
undertakings in order to fulfill their duties and responsibilities
as Directors.
REMUNERATION MATTERS
Principle 8: The level of remuneration should be appropriate
to attract, retain and motivate the directors needed to run
the company successfully but companies should avoid paying
more than is necessary for this purpose. A significant proportion
of executive directors’ remuneration should be structured so
as to link rewards to corporate and individual performance.
Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure of
its remuneration policy, level and mix of remuneration, and
the procedure for setting remuneration in the company’s
annual report. It should provide disclosure in relation to its
remuneration policies to enable investors to understand the
link between remuneration paid to directors and key executives,
and performance.
Procedures for Developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure
for developing policy on executive remuneration and for fixing
the remuneration packages of individual directors. No director
should be involved in deciding his own remuneration.
The Remuneration Committee (“RC”) comprises three directors,
all are non-executive, and the majority of whom, including the
Chairman are independent. The members of the RC are:
In setting the remuneration packages, the Remuneration
Committee takes into consideration the remuneration and
employment conditions within the industry and in comparable
companies. The remuneration of Non-Executive Directors is
also r eviewed to ensur e that the r emuneration
commensurates with the contributions and responsibilities
of the Directors.
Mr. Basil Chan (Chairman)
Mr. Lew Syn Pau
Mr. Ng Boon Yew
The fee structure for Directors is assessed by the Board
annually after benchmarking such fees against those in the
public and private sectors. RSH Limited believes that the fees
are competitive and its Directors are adequately compensated
and in line with market norms.
The RC recommends to the Board a framework of remuneration
The Executive Directors had service agreements which cover
016
www.rshlimited.com
the terms of employment, salaries and other benefits. None
of the Non-Executive Directors has any ser vice contracts
with the Company and they receive remuneration by way of
Directors’ fees. These Directors’ fees are proposed by the
Company as a lump sum to be approved by shareholders at
the AGM.
immediate family member of a non-executive director:-
Remuneration Band
S$250,000 and below
Fixed Salary
& Benefits
Bonus
Total
The details of the remuneration of Executive and Non-Executive
Directors of the Company, disclosed in the relevant bands,
for services rendered during the financial year ended 31 March
2009 are as follows:
Immediate family
member of a
Non-executive Director
95%
5%
100%
Remuneration Band
Fees
Total
ACCOUNTABILITY AND AUDIT
Accountability
Below S$250,000
H.E. Mohamed Ali
Rashed Alabbar
100%
100%
Vinod Kumar Gomber
-
-
Shravan Gupta
100%
100%
Basil Chan
100%
100%
Lew Syn Pau
100%
100%
Ng Boon Yew
100%
100%
Key Executives of the Group
The Code requires the disclosures of the remuneration of, at
minimum, the top five executives who are not Directors and
who are within the remuneration band of S$250,000. The
range of the gross remuneration of the top five key executives
of the Group for the financial year ended 31 March 2009 is
shown below:-
Remuneration Band
Number of key executives
2009
2008
S$500,000 and above
4
4
S$250,000 to S$499,999
1
1
Total
5
5
The Board is accountable to the shareholders and is mindful
of its obligations to furnish timely information and to ensure
full disclosure of material information to shareholders in
compliance with statutory requirements and the Listing Manual
of the SGX-ST.
Price sensitive information is publicly released either before
the Company meets with any group of investors or analysts
or simultaneously with such meetings. Financial results and
annual repor ts are announced or issued within legally
prescribed periods.
In turn, management of the Company provides the Board with
balanced and understandable accounts of the Group’s
performance, financial position and business prospects on a
regular basis.
Audit Committee
Principle 11: The Board should establish an Audit Committee
with written terms of reference which clearly set out its
authority and duties.
The Audit Committee comprises three directors, all are nonexecutive, the majority of whom, including the Chairman, are
independent. The Audit Committee comprises the following
members:
Mr. Basil Chan (Chairman)
Mr. Lew Syn Pau
Mr. Ng Boon Yew
The Audit Committee functions under the terms of reference
which sets out its responsibilities as follows:
For competitive reasons, the Company is not disclosing the
identity of the key management executive within the bands.
Immediate Family Member of Directors or Substantial
Shareholders
The following table discloses the composition (in percentage
terms) of the annual remuneration of an employee who is an
017
Principle 10: The Board should present a balanced and
understandable assessment of the company’s performance,
position and prospects.
(a) To review the audit plans of both the internal and external
auditors;
(b) To review the auditors’ reports and their evaluation of the
Company’s and the Group’s system of internal controls;
(c) To review the effectiveness and adequacy of the internal
audit function which is outsourced to a professional firm;
(d) To review the co-operation given by the Company’s officers
to the internal and external auditors;
(e) To review the financial statements of the Company and
www.rshlimited.com
the Group before submission to the Board;
(f) To nominate and review appointment of internal and
external auditors;
(g) To review with auditors and Management on the general
internal control procedures;
(h) To review the independence of the internal and external
auditors;
(i) To review interested person transactions, if any; and
(j) To appoint internal auditors.
The Group has in place a system of internal control and risk
management for ensuring proper accounting records and
reliable financial information as well as management of
business risks with a view to safeguarding shareholders’
investments and the Company’s assets. The risk management
framework implemented provides for systematic and structured
review and reporting of the assessment of the degree of risk,
evaluation and effectiveness of controls in place and the
requirements for further controls.
The Audit Committee has the power to conduct or authorise
investigations into any matters within the Audit Committee’s
scope of responsibility. The Audit Committee is authorised to
obtain independent professional advice if it deems necessary
in the discharge of its responsibilities. Such expenses are
borne by the Company. Each member of the Audit Committee
abstains from voting any resolutions in respect of matters he
is interested in.
Risk Management
The Board, through its Audit Committee, manages the risk
profile of the Group. In line with this, it has developed a risk
management framework that highlights the risk areas of
the Group’s various businesses and reviews this on a regular
basis.
Business Risk
The Audit Committee has full access to and co-operation of
the Management and has full discretion to invite any Director
or executive officer to attend its meetings, and has been
given reasonable resources to enable it to discharge its
functions.
The Audit Committee meets with both the external and internal
auditors without the presence of the Management at least
once a year.
The Audit Committee reviews the independence of the external
auditors annually. The Audit Committee, having reviewed the
range and value of non-audit services performed by the external
auditors, KPMG, was satisfied that the nature and extent of
such ser vices will not prejudice the independence and
objectivity of the external auditors. The Audit Committee
recommended that KPMG be nominated for re-appointment
as auditors at the forthcoming AGM.
In accordance to Rule 716 of The Singapore Exchange
Securities Trading Limited with respect to the appointment
of different external auditors for different subsidiaries, the
Audit Committee and the Board confirmed that they are
satisfied that such arrangement would not compromise the
standard and ef fectiveness of the external audit of the
Company.
The Company has in place a whistle-blowing framework where
staff of the Company can access the Chairman and members
of the Audit Committee or the Head of Human Resource to
raise concerns about improprieties in matters of financial
reporting or other matters.
The Group is primarily engaged in retailing, licensing and
distribution of spor ts, golf, active lifestyle and fashion
products. Its revenue is affected by economic sentiment,
consumer spending, and competition from other brands in
various geographical regions in which the Group operates.
In view of this, SWOT analysis is used to regularly review
the ongoing viability of the brands and how market share
may be maintained/increased.
Financial Risk
The Group is committed to a reasonable gearing ratio and
maintains sufficient cash reserves to meet its obligations as
and when it falls due.
The bulk of the Group’s purchases are denominated in US
Dollar and the Euro. In order to minimise the Group’s exposure
to foreign currency fluctuations, it engages in foreign currency
hedging based on purchase commitments.
The areas of risks covered include, but are not limited to the
following:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Planning and fraud considerations;
Cash at banks;
Going concern;
Valuation of financial instruments held at fair value;
Impairment of assets;
Deferred tax recognition;
Disclosure in the financial statements and off-balance
sheet items; and
(h) Communication with those charged with governance.
Internal Controls and Risk Management
Internal Audit
Principle 12: The Board should ensure that the Management
maintains a sound system of internal controls to safeguard
the shareholders’ investments and the company’s assets.
The Audit Committee ensures that a review of the effectiveness
of the Company’s material internal controls, including financial,
operational and compliance controls and risk management,
is conducted annually. In this respect, the Audit Committee
reviews the audit plans, and the findings of the auditors and
ensures that the Company follows up on the auditors’
recommendations raised, if any, during the audit process.
018
Principle 13: The company should establish an internal audit
function that is independent of the activities it audits.
The Company had engaged Protiviti Pte. Ltd. as its internal
auditors. The Internal Auditors reports directly to the Audit
Committee on all internal audit matters.
The primary functions of internal audit are to:
(a) assess if adequate systems of internal controls are in
www.rshlimited.com
place to protect the funds and assets of the Group and to
ensure control procedures are complied with;
(b) assess if operations of the business processes under
review are conducted efficiently and effectively; and
(c) identify and recommend improvement to internal control
procedures, where required.
The Audit Committee has reviewed the Company’s internal
control assessment and based on the internal auditors’ and
external auditors’ reports and the internal controls in place,
it is satisfied that there are adequate internal controls in
the Company.
trading laws at all times even when dealing in securities within
permitted trading period.
Interested Person Transactions Policy
The Company adopted an internal policy in respect of any
transactions with interested person and has established
procedures for review and approval of the interested person
transactions entered into by the Group. The Audit Committee
has reviewed the rationale and terms of the Group’s interested
person transactions and is of the view that the interested
person transactions are on normal commercial terms and are
not prejudicial to the interests of the shareholders.
COMMUNICATION WITH SHAREHOLDERS
* The interested person transactions transacted for the
financial year ended 31 March 2009 by the Group are as
follows:
Communication with Shareholders
Principle 14: Companies should engage in regular, effective
and fair communication with shareholders.
Principle 15: Companies should encourage greater shareholder
participation at AGMs and allow shareholders the opportunity
to communicate their views on various matters affecting the
Company.
In line with continuous obligations of the Company pursuant
to the SGX-ST’s Listing Rules, the Board’s policy is that all
shareholders be informed of all major developments that
impact the Group.
Information is also disseminated to shareholders on a timely
basis through:
(a)
(b)
(c)
(d)
SGXNET announcements and news release;
Annual Report prepared and issued to all shareholders;
Press releases on major developments of the Group;
Notices of and explanator y memoranda for AGMs and
extraordinary general meetings (“EGMs”); and
(e) Company’s website at www.rshlimited.com at which
shareholders can access information on the Group.
The Company’s AGMs are the principal forums for dialogue
with shareholders. The Chairmen of the Audit, Remuneration
and Nominating Committees are normally available at the
meetings to answer any question relating to the work of
these committees. The External Auditors are also present
to assist the Directors in addressing any relevant queries
by the shareholders.
Name of Interested
Person
H.E. Mohamed Ali
Rashed Alabbar
- Lease of premises
S$449,000
Emaar Properties PJSC
- Lease of premises
S$3,882,000
Aryan Lifestyle Private
Limited
- Lease of premises
S$135,000
- Purchase of goods
S$284,000
Material Contracts
There was no material contract entered into by the Company
or any of its subsidiar y companies involving the interest of
the Chief Executive Of ficer, any Director, or controlling
shareholder.
Shareholders are encouraged to attend the AGMs/EGMs to
ensure a high level of accountability and to stay apprised of
the Group’s strategy and goals. Notices of the meetings are
advertised in newspapers and announced on SGXNET.
Dealing In Securities
The Company has in place a policy prohibiting share dealings
by Directors and employees of the Company for the period of
two weeks prior to the announcement of the Company’s
quarterly results and one month prior to the announcement
of the yearly results as the case may be, and ending on the
date of the announcement of the relevant results.
Directors and employees are expected to observe the insider
019
Aggregate value of all interested
person transactions conducted
under shareholders' mandate
pursuant to Rule 920 (excluding
transactions less than S$100,000)
www.rshlimited.com
Name of Directors/
Nature of
Appointment
Date of
appointment/
Date of last
re-election
Board of
Committee as
Chairman
or Member
Due for
re-election
at next AGM
Directorship in other listed
companies and major appointments
H.E. Mohamed Ali
Rashed Alabbar
(Non-Executive)
26 May 2000
/ 27 July 2007
Member:
Nominating
Committee
NA
Member:
• Dubai Executive Council (Government of Dubai)
Director:
• Investment Corporation of Dubai (Government
of Dubai)
• Noor Investment Group (Dubai Holding)
Chairman and Executive Director:
• Emaar Properties PJSC, UAE
Chairman:
• The Advisory Council, Dubai
• Emaar, The Economic City, Saudi Arabia
• Emaar MGF Land Limited
• John Laing Homes, USA
• Hamptons International, UK
• The Armani Hotels & Resorts
• Al Salam Bank, Bahrain
• UAE Golf Association
Mr. Lew Syn Pau
(Independent)
25 Sept 2000
/ 27 July 2007
Chairman:
Nominating
Committee
Retirement
under
Article 95
Member:
Audit
Committee
Remuneration
Committee
Chairman:
• Stanbridge International Pte Ltd
• Carriernet Global Ltd
• Achieva Ltd
Director:
• Capital Connections Pte Ltd
• Blue Sky Investments Ltd
• Stanbridge Maritime Pte Ltd
• Lafe (Emerald Hills) Development Pte Ltd
Independent Director:
• Poh Tiong Choon Logistics Ltd
• Golden Agri-Resources Ltd
• Lafe Corporation Ltd
• Achieva Ltd
• Food Empire Holdings Ltd
• Carriernet Global Ltd
020
www.rshlimited.com
Name of Directors/
Nature of
Appointment
Date of
appointment/
Date of last
re-election
Board of
Committee as
Chairman
or Member
Due for
re-election
at next AGM
Directorship in other listed
companies and major appointments
Mr. Basil Chan
(Independent)
12 April 2006
/ 28 July 2008
Chairman:
Audit
Committee
Remuneration
Committee
NA
Director:
• AEM Holdings Limited
• Yoma Strategic Holdings Limited
• WesTech Electronics Limited
• Singapore Institute of Directors
• MBE Corporate Advisory Pte Ltd
• MBE Capital Pte Ltd
NA
Director:
• Datapulse Technology Limited
• Fischer Tech Ltd
• The National Kidney Foundation
• Pek Tiong Seng Foundation
• Pek Chuan Development Pte Ltd
• Raffles Campus Pte Ltd
• Emaar MGF Education Pvt Ltd
• Emaar Education LLC
• Raffles International School LLC
• Emaar Healthcare Group LLC
• Gems TV Holdings Limited
• Emaar (Shanghai) Investment
Consulting Co Ltd
• Bismac Consultants Pte Ltd
• JAB Foundation
Member:
Nominating
Committee
Mr. Ng Boon Yew
(Non-Executive)
25 Sept 2000
/ 28 July 2008
Member:
Audit
Committee
Remuneration
Committee
Member:
• Securities Industry Council
• Advisory Committee, School of Business,
Singapore Polytechnic
• Board of Trustees, NCC Research Fund,
National Cancer Centre of Singapore Pte Ltd
• Board of Trustees,
Cancer Research and Education Fund,
National Cancer Centre of Singapore Pte Ltd
Chairman:
• Advisory Committee,
Outram Secondary School
021
www.rshlimited.com
Name of Directors/
Nature of
Appointment
Date of
appointment/
Date of last
re-election
Board of
Committee as
Chairman
or Member
Due for
re-election
at next AGM
Directorship in other listed
companies and major appointments
Mr. Shravan Gupta
(Non-Executive)
23 April 2007
/ 27 July 2007
–
NA
Executive Vice Chairman & Managing Director:
• Emaar MGF Land Limited
Director:
• Emaar MGF Education Private Limited
• MGF Developments Limited
• Sareen Estates Private Limited
• MGF Motors Limited
• MGF Automobiles Limited
• MGF Housing and Infrastructure Private Limited
• MGF Infotech Private Limited
• MGF Metro Mall Private Limited
• MGF Promoters Private Limited
• Aryan Lifestyles Private Limited
• Capital Vehicles Sales Limited
• Columbia Estates Private Limited
• Columbia Holdings Private Limited
• Divine Build Tech Private Limited
• Kerala Cars Private Limited
• Moonlight Continental Private Limited
• Paris Resorts Private Limited
• Shanti Apparels Manufacturing Co Private Limited
• Shrey Promoters Private Limited
• SSP Aviation Limited
• Vishnu Apartments Private Limited (Part IX)
• Yashasvi Buildtech Private Limited
• Yashoda Promoters Private Limited
• Radiant Promoters Private Limited
• Shailvi Estates Private Limited
• Pushpak Promoters Private Limited
Mr. Vinod Kumar
Gomber
(Executive)
23 April 2007
/ 27 July 2007
–
Retirement
under
Article 95
022
Director:
• Boulder Hills Leisure Private Limited
• Cyderabad Convention Centre Private Limited
• Emaar Hills Township Private Limited
• Emaar America Corporation
• WL Homes LLC
• Emaar Hungary LLC
• Raffles International School LLC
• Turner International Middle East Ltd
• Hamptons Group Ltd
• Alabbar Hotel Management LLC
• Alabbar Hotel Management Ltd
www.rshlimited.com
Name of Directors/
Nature of
Appointment
Date of
appointment/
Date of last
re-election
Board of
Committee as
Chairman
or Member
Due for
re-election
at next AGM
Directorship in other listed
companies and major appointments
Ms. Low Ping
(Alternate Director
to H.E. Mohamed Ali
Rashed Alabbar)
(Non-Executive)
20 May 2008
Member:
Nominating
Committee
NA
Director:
• Emaar Properties Canada Ltd
• Emaar Education LLC
Mr. Sanjay Malhotra
(Alternate Director
to Mr. Shravan
Gupta)
(Non-Executive)
20 May 2008
–
NA
Director:
• Easel Propbuild Private Limited
• Edenic Propbuild Private Limited
• Emaar MGF Construction Private Limited
• Emaar MGF Projects Private Limited
• Emaar MGF Services Private Limited
• Enamel Propbuild Private Limited
• Nandita Promoters Private Limited
• Pratham Promoters Private Limited
• Prayas Buildcon Private Limited
• TCI Project Management Private Limited
• Vitality Conbuild Private Limited
• Wembley Estates Private Limited
• Leighton Construction (India) Private Limited
• Premier Inn India Private Limited
023
www.rshlimited.com
CORPORATE INFORMATION
BOARD OF DIRECTORS
PRINCIPAL OFFICERS
H.E. Mohamed Ali Rashed Alabbar - Non-Executive Chairman
Mr. Vinod Kumar Gomber - Executive Director
- Group Chief Executive Officer
Mr. Shravan Gupta - Non-Executive Director
Mr. Ng Boon Yew - Non-Executive Director
Mr. Lew Syn Pau - Independent Director
Mr. Basil Chan - Independent Director
Ms. Low Ping - Alternate Director
Mr. Sanjay Malhotra - Alternate Director
Mr. Vinod Kumar Gomber - Group Chief Executive Officer
RSH Limited
Mr. Kesri Singh Kapur - Group Chief Operating Officer
RSH Limited
Mr. David John Reilly - Chief Executive Officer
RSH (Middle East) L.L.C.
R.B.K. Middle East L.L.C (L.L.C.)
Mr. Sandeep Kalra - Chief Executive Officer
RSH (Australia) Pty Ltd
AUDIT COMMITTEE
Mr. William Mihran Feast - Chief Executive Officer
RSH (Singapore) Pte Ltd
Mr. Basil Chan - Chairman
Mr. Lew Syn Pau
Mr. Ng Boon Yew
Mr. Basil Chan - Chairman
Mr. Lew Syn Pau
Mr. Ng Boon Yew
Mr. O. P. Gupta - Chief Executive Officer
RSH (Malaysia) Sdn. Bhd.
RSH Manufacturing (M) Sdn. Bhd.
Armaan (M) Sdn. Bhd.
Gagan (Malaysia) Sdn. Bhd.
Ogaan Fashions (M) Sdn. Bhd.
Prasan Fashions (M) Sdn. Bhd.
NOMINATING COMMITTEE
Mr. Edward Yee - Chief Executive Officer
Nose (Malaysia) Sdn. Bhd.
REMUNERATION COMMITTEE
Mr. Jess Salazar Lacson - Chief Executive Officer
R.S.H. Marketing (Philippines), Inc.
Mr. Lew Syn Pau - Chairman
Mr. Basil Chan
H.E. Mohamed Ali Rashed Alabbar
Mr. Yeung Kwok Ming Walter - Chief Executive Officer
RSH (Hong Kong) Limited
Gagan (HK) Limited
AUDITORS
KPMG LLP
Certified Public Accountants
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Partner-in-charge: Mr. Quek Shu Ping (since FY 2007)
Mr. Selvaratnam Thavaneson - Chief Executive Officer
Sports Equipment Holdings Pte Ltd
Sports Equipment 2001 (Malaysia) Sdn. Bhd.
Mr. Indranu Hati - Chief Operating Officer
Aryan (Thailand) Co., Ltd.
Gagan (Thailand) Co., Ltd.
Armaan (Thailand) Co., Ltd.
COMPANY SECRETARIES
Mr. Lew Chee Kiong Lawrence - General Manager
Progolf International (L.L.C.)
Ms. Foo Soon Soo
Ms. Prisca Low
Ms. Lelaina Lim - Chief Financial Officer
RSH Limited
REGISTERED OFFICE
Mr. Woo Mun Hoo - Director
Business Development
RSH Limited
190 MacPherson Road
#07-08 Wisma Gulab
Singapore 348548
Tel: (65) 6746 6555
Fax: (65) 6749 3077
Ms. Lim Yin Cheng - Director
Communications
RSH Limited
SHARE REGISTRATION OFFICE
M&C Services Private Limited
138 Robinson Road #17-00
The Corporate Office
Singapore 068906
024
www.rshlimited.com
OPERATIONS REVIEW
The Group reported a revenue of S$773.1 million for the fiscal
year ended 31 March 2009 - 5.3 per cent higher than a year
ago. The revenue growth arose mainly from the Group’s retail
business, which contributed 72.6 per cent to the total increase.
This was a result of our continuous strategy to expand through
the opening of new stores as well as the strong market
sentiments in the Middle East. The Middle East operations
contributed almost entirely to the 5.3 per cent increase in
Group’s revenue.
Profit from operations this year was S$23.5 million and net
profit after taxation was S$16.4 million, registering a 13.0
per cent increase over last year on the back of tax credit and
increased revenue.
SOUTH-EAST ASIA
South-east Asia, the Group’s largest market, accounted for
nearly two thirds of the total revenue. Sales were largely flat,
increasing 0.8 per cent to S$451.8 million from S$448.4
million, as a result of the global financial crisis and political
instability in cer tain markets within the Group. Growth in
revenue for South-east Asia was due mainly to the full 12month operation of new stores, which were opened in Malaysia
last year.
Net profit fell 9.4 per cent to S$30.0 million, against S$33.2
million posted a year ago. The decline in net profit was due
primarily to an increase in operating expenses driven by rising
rental costs. In Singapore, measures implemented by the
Government mitigated the higher operating expenses.
NORTH ASIA
Revenue from North Asia operations dipped 3.6 per cent, or
S$2.5 million, to S$66.6 million for the fiscal year ended March
2009. This was attributed to declining consumer spending
amidst the economic downturn in addition to the weakening
of the Hong Kong dollar against the Singapore dollar.
Profit before tax was S$0.6 million, registering a decline of
69.2 per cent, or S$1.3 million, mainly on the back of lower
revenue, reduction in margins and higher operating expenses.
to exit from loss-making distribution channels, exercise stricter
credit control and implement more aggressive marketing plans
to reduce inventor y holding. Consequently, the loss before
tax was reduced by 35.1 per cent, or S$3.2 million, to S$6.0
million for the year under review.
THE MIDDLE EAST
This region benefited greatly from high fuel prices in 2008
that led to higher consumer spending. The Group’s Middle
East operations posted a robust double-digit growth of 32.7
per cent in revenue from S$118.2 million to S$156.8 million
for the year under review. Of the S$38.6 million increase in
revenue, the retail business contributed 75.0 per cent to the
increase. This was due partly to the growth in sales for existing
stores as well as the opening of new stores. The Group took
up approximately 89,000 square feet of retail space in two
mega shopping malls in Dubai which commenced operations
in November / December 2008. The distribution business also
contributed about 25.0 per cent to revenue growth partly due
to a one-time contract secured with an institutional customer.
On account of the strong increase in revenue, profit before
tax surged 39.4 per cent year-on-year from S$13.5 million to
S$18.9 million for the fiscal year ended March 2009.
SOUTH PACIFIC
In Australian dollar terms, revenue increased by 16.8% over
the previous year. This was due mainly to the effect of full
12-month contribution from the distribution business as well
as a focused strategy of sharpening brand image, improved
gross margins and better merchandise mix in managing the
retail business. However, with a 10.3 per cent depreciation
of the Australian dollar against the Singapore dollar, revenue
from our operations in South Pacific grew by 4.8 per cent to
S$81.4 million.
Loss before tax widened by 32.7 per cent to S$20.1 million in
FY 2009 compared to S$15.2 million reported last year. If we
were to exclude the S$10.0 million impairment charge, net
loss for the year would have been S$10.1 million, which is a
significant reduction from S$15.2 million from the year before.
SOUTH ASIA
South Asia operations recorded S$16.5 million revenue, which
was 21.3 per cent lower than S$21.0 million reported a year
ago. The decline resulted from the Group’s strategic decision
025
www.rshlimited.com
FINANCIAL HIGHLIGHTS
(S$ ‘000)
Financial Profile
Notes
2005
2006
2007
2008
2009
422,918
554,190
653,801
734,262
773,101
Profit before Taxation
22,088
22,466
21,452
24,317
23,451
Profit Attributable to
Shareholders
16,046
14,977
12,333
13,728
16,154
90,869
108,151
115,809
126,512
138,274
Revenue
Financial Position
Shareholders’ Funds
228,925
345,217
371,286
377,456
395,447
(133,081)
(230,794)
(249,233)
(244,286)
(252,484)
Net Tangible Assets
Per Share (Cents)
24.65
17.60
20.54
27.02
34.55
Earnings Per Share
(Cents)
4.76
4.25
3.50
3.89
4.58
1.46
2.13
2.15
1.93
1.83
Total Assets
Total Liabilities
Per Share Data
Debt/Equity (Times)
(a)
Notes:
(a) Total liabilities/total equity (excluding Minority Interest)
REVENUE BY REGION
South-East Asia
451,840
South Pacific
81,354
South Pacific
77,621
South-East Asia
448,397
Middle East
118,208
Middle East
156,816
South Asia
20,953
South Asia
16,496
North Asia
69,083
North Asia
66,595
FY 2009
FY 2008
026
www.rshlimited.com
FINANCIAL HIGHLIGHTS
(cont’d)
FINANCIAL PROFILE
Revenue in S$’000
Profit Attributable to Shareholders in S$’000
800,000
20,000
700,000
773,101
734,262
600,000
653,801
500,000
16,046
554,190
16,154
14,977
10,000
400,000
300,000
15,000
13,728
12,333
422,918
5,000
200,000
100,000
0
0
2005
2006
2007
2008
2009
2005
2006
2007
2008
2009
FINANCIAL POSITION
Shareholders’ Funds in S$’000
Total Assets in S$’000
140,000
400,000
120,000
138,274
126,512
100,000
115,809
108,151
80,000
350,000
371,286 377,456
345,217
300,000
395,447
250,000
90,869
200,000
60,000
228,925
150,000
40,000
100,000
20,000
50,000
0
0
2005
2006
2007
2008
2005
2009
2006
2007
2008
2009
PER SHARE DATA
Earnings Per Share (Cents)
Net Tangible Assets Per Share (Cents)
5.00
35.00
34.55
30.00
4.00
4.76
20.00
4.58
4.25
25.00
3.89
27.02
24.65
3.00
20.54
15.00
3.50
2.00
17.60
10.00
1.00
5.00
0.00
0.00
2005
2006
2007
2008
2009
027
www.rshlimited.com
2005
2006
2007
2008
2009
GROUP STRUCTURE
100%
RSH Holdings Pte Ltd*
49%
FAMAS Solutions Pte. Ltd.^
20%
iOM Holdings Private Limited ^
40%
Sephora Singapore Pte. Ltd.
RSH Training Centre
(M) Sdn. Bhd.º
100%
Singapore
Armaan (M) Sdn. Bhd.
100%
Gagan (Malaysia) Sdn. Bhd.
100%
Ogaan Fashions (M) Sdn. Bhd.
100%
Prasan Fashions (M) Sdn. Bhd. 100%
RSH Limited
(Singapore)*
Malaysia
Thailand
49%
RSH (Thailand) Co., Ltd *
51%
51%
51%
No. of companies
* Investment Holding Company
3 (include RSH Limited)
º Dormant Company
1
^ Inactive Company
2
Operating Company
8
Total
14
028
www.rshlimited.com
Gagan (Thailand) Co., Ltd.
Aryan (Thailand) Co., Ltd.
Armaan (Thailand) Co., Ltd.
GROUP STRUCTURE
(cont’d)
100%
RSH (Singapore) Pte Ltd
60%
Royalvasco Pte. Ltd. º
100%
Armaan Pte. Ltd.
100%
Aryan (SEA) Private Limited
100%
Gagan Holdings Pte Ltd
100%
Prasan Pte. Ltd.
100%
Nose (Malaysia)
Sdn. Bhd.
51%
RSH Land
(M) Sdn. Bhd.º
100%
RSH Resources
(M) Sdn. Bhd.º
100%
RSH (Malaysia) 100%
Sdn. Bhd.
RSH Manufacturing 100%
(M) Sdn. Bhd.
Puma Sports
Goods Sdn. Bhd.
Novo Pte. Ltd. º
40%
Puma Sports Singapore Pte. Ltd.
51%
Sports Equipment
Holdings Pte Ltd
100%
Sports Equipment 2001
(Malaysia) Sdn. Bhd.
75%
R.S.H. Marketing
(Phil) Pte Ltd *
100%
R.S.H. Marketing
(Philippines), Inc.
40%
Singapore
Progolf
International
(L.L.C.)
Malaysia
RSH (Middle East) 100%
L.L.C.
100%
100%
RSH (Hong Kong)
Limited
100%
Gagan (HK) Limited
Hong Kong
R.B.K. Middle East 100%
L.L.C (L.L.C.)
Middle East
RSH Holdings
Pte Ltd
(Singapore)*
Australia
Thailand
49%
Gagan (Thailand) Co., Ltd.
49%
Aryan (Thailand) Co., Ltd.
49%
Armaan (Thailand) Co., Ltd.
India
Others
- S.E.A.
RSH (Australia) Pty Ltd
99.82%
50%
RSH Distribution 100%
(India)
Private Limited
60%
RSH Sports (B) Sdn Bhdº
85%
PT Gagan Indonesia
No. of companies
* Investment Holding Company
º Dormant Company
1 (exclude RSH Holdings)
6
Operating Company
21 (exclude Gagan (Thailand) Co., Ltd.,
Aryan (Thailand) Co., Ltd. and Armaan (Thailand) Co., Ltd.)
Total
28
029
www.rshlimited.com
S.S.S. Sports
India
Private Limited º
BRAND PORTFOLIO
SPORTS
Brand
Product Type
Since
Territories
Adidas
Apparel, footwear and accessories
2005
Indonesia, Malaysia, Singapore and UAE
Babolat
Badminton, squash and tennis
racquets, and accessories
1984
Malaysia and Singapore
Body Sculpture
Sports equipment
1991
Hong Kong, Malaysia and Singapore
Dunlop
Tennis, squash and badminton
racquets and accessories. Golf
equipment and accessories.
2001
India
New Balance
Apparel, footwear and accessories
2000
Bahrain, Hong Kong, Kuwait, Oman, Qatar, Saudi
Arabia, Thailand and UAE
Nike
Apparel, footwear and accessories
1993
Hong Kong, Indonesia, Malaysia and Singapore
Puma
Apparel, footwear, accessories
and equipment
2002
Malaysia and Singapore
Reebok
Apparel, footwear, accessories
and equipment
1987
Bahrain, Kuwait, Malaysia, Oman, Philippines, Qatar,
Saudi Arabia, Singapore and UAE
Sof Sole
Shoes insole and maintenance
accessories
2001
Hong Kong and Singapore
Speedo
Swimwear, footwear, apparel and
accessories
1992
Bahrain, Cote I'voire, Egypt, Gabon, Jordan, Kenya,
Kuwait, Libya, Malaysia, Morocco, Nigeria, Oman,
Qatar, Saudi Arabia, Sierra Leone, Singapore, Tanzania,
Tunisia and UAE
Umbro
Apparel, footwear and accessories
2000
Bahrain, Egypt, India, Kuwait, Malaysia, Oman,
Philippines, Qatar, Saudi Arabia, Singapore and UAE
Wilson
Golf, tennis and other sports
equipment
1982
Singapore
030
www.rshlimited.com
ACTIVE LIFESTYLE
Brand
Product Type
Since
Territories
Billabong
Apparel and accessories
2002
Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar,
Saudi Arabia and UAE
Caterpillar
Footwear
2001
India, Malaysia and Singapore
DC Shoes
Footwear
2007
UAE
Diesel
Footwear
1999
Singapore
Element
Apparel and footwear
2006
UAE
Everlast
Apparel for men and women
2002
UAE
Grendha
Footwear
1998
Malaysia and Singapore
High Sierra
Bags
2001
Hong Kong
Ipanema
Footwear
1998
Malaysia and Singapore
JanSport
Alpine packs, day packs, luggage
travel accessories and bags
1998
Malaysia and Singapore
Lacoste
Apparel, footwear and accessories
1979
Singapore
Le Coq Sportif
Apparel, footwear and accessories
2003
Singapore
Merrell
Footwear
2001
Malaysia and Singapore
Nautica
Footwear, apparel and accessories
1997
Malaysia and Singapore
Osim
Healthcare equipment
2000
UAE
Quiksilver
Apparel and accessories
2000
UAE
Rider
Footwear
1998
Hong Kong, Malaysia and Singapore
Rockport
Footwear and accessories
1992
Malaysia, Philippines, Singapore and UAE
Roxy
Apparel and accessories
2008
UAE
Scorpion
Inline skates and accessories
2003
Hong Kong, Malaysia and Singapore
Teva
Footwear
2002
UAE
Tifosi
Eyewear
2007
Hong Kong and Singapore
Union Bay
Apparel, footwear and accessories
1998
UAE
Vans
Apparel, footwear and accessories
1997
Malaysia, Philippines and Singapore
031
www.rshlimited.com
GOLF
Brand
Product Type
Since
Territories
Adams
Golf equipment and accessories
1997
Hong Kong and Malaysia
Ashworth
Golf apparel, headwear and
accessories
1990
Bahrain, Egypt, Kuwait, Lebanon, Oman, Qatar, Saudi
Arabia and UAE
Ben Hogan
Golf equipment, accessories and
bags
2005
Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE
Burberry Golf
Golf apparel and accessories
2002
Bahrain, Egypt, Oman, Qatar, Saudi Arabia and UAE
Callaway
(Apparel)
Golf apparel, headwear and
accessories
1990
Bahrain, Egypt, Kuwait, Lebanon, Oman, Qatar, Saudi
Arabia and UAE
Callaway
(Hardware)
Golf equipment, accessories and
bags
1991
Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE
Champ
Golf accessories
2000
Hong Kong, Malaysia, and UAE
Cleveland
Golf equipment, accessories and
bags
1997
Bahrain, Egypt, Kuwait, Qatar, Saudi Arabia and UAE
Cutter & Buck
Apparel, headwear and
accessories
1999
Bahrain, Iran, Kuwait, Lebanon, Oman, Pakistan,
Qatar, Saudi Arabia, Seychelles and UAE
Daphne’s
Headcovers
Headcovers
2006
Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and UAE
Green
Friendly Golf
Belt
2007
Hong Kong, Malaysia, and UAE
Greg Norman
Golf apparel, bags and accessories
1992
Hong Kong, Malaysia, and Singapore.
Mizuno
Golf footwear, equipment,
accessories and bags
1986
Bahrain, Egypt, Iraq, Israel, Jordan, Kuwait, Lebanon,
Malaysia, Oman, Qatar, Saudi Arabia, Singapore,
Syria, UAE and Yemen
Odyssey
Golf equipment, accessories and
bags
1997
Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE
Ogio
Golf bags
2001
Bahrain, Hong Kong, Kuwait, Malaysia, Oman, Qatar,
Saudi Arabia, Singapore and UAE
Oscar Jacobson
Golf apparel, headwear and
accessories
2008
Bahrain, Egypt, India, Kuwait, Oman, Pakistan, Qatar,
Saudi Arabia and UAE
STS Golfwear
Golf accessories and apparel
2002
Singapore
Top Flite
Golf equipment, accessories and
bags
2004
Bahrain, Egypt, Kenya, Kuwait, Lebanon, Madagascar,
Mauritius, Oman, Pakistan, Qatar, Saudi Arabia,
Tunisia and UAE
U.S. Kids Golf
Golf footwear, equipment, bags
and accessories
1998
Bahrain, Hong Kong, Kuwait, Malaysia, Oman, Qatar,
Saudi Arabia, Singapore and UAE
032
www.rshlimited.com
FASHION
Brand
Product Type
Since
Territories
Alain Figaret
Apparel for men and women
2006
UAE
bebe
Ladies’ apparel, footwear and
accessories
1999
Bahrain, Indonesia, Malaysia, Qatar, Saudi Arabia,
Singapore, Thailand and UAE
Brera
Footwear
2007
Malaysia
Dunhill
Apparel, leather goods and
accessories for men
2006
Indonesia
Evita Peroni
Hair accessories, scarves,
sunglasses and fashion jewellery
1998
Indonesia, Singapore and UAE
Fox
Apparel, footwear and fashion
accessories for men and women
2004
Australia
Jaeger
Ladies’ apparel and accessories
2008
Thailand
Mango
Ladies’ apparel, footwear and
fashion accessories
2002
Australia, Hong Kong and Singapore
Massimo Dutti
Apparel, footwear and fashion
accessories for men and women
2006
Malaysia, Singapore and Thailand
Mumbai Se
Indian fusion fashion and lifestyle
2004
Malaysia, Singapore and UAE
Naf Naf
Apparel, footwear and accessories
women
2008
Singapore
novo
(Nose, Nouveau)
Ladies’ footwear
2002
Australia, Indonesia, Malaysia, New Zealand,
Singapore and UAE
Promod
Apparel, footwear and accessories
for women
2006
Indonesia
Pull and Bear
Apparel, footwear and fashion
accessories for men and women
2006
Malaysia and Singapore
Ted Baker
Apparel, footwear and fashion
accessories for men and women
2006
Indonesia, Malaysia, Singapore, Thailand and UAE
Westco
Jeans and streetwear
2001
Australia
women’secret
Apparel, footwear and accessories
for women
2002
Malaysia and Singapore
Zara
Apparel, footwear and fashion
accessories for men, women and
children
2002
Malaysia, Singapore and Thailand
Watches
2004
Hong Kong, Malaysia and Singapore
2008
Singapore
WATCHES
Tag Heuer
BEAUTY AND COSMETICS
Sephora
Beauty and cosmetics
033
www.rshlimited.com
CONTENTS
036 Directors’ Report • 042 Statement by Directors • 043 Independent Auditors' Report
044 Balance Sheets • 045 Consolidated Income Statement • 046 Consolidated Statement of Changes in Equity
047 Consolidated Cash Flow Statement • 049 Notes to the Financial Statements • 084 Supplementary Information
085 Statistics of Shareholdings • 087 Renewal of Shareholders' Mandate
095 Notice of Thirty-First Annual General Meeting • 097 Proxy Form
RSH LIMITED
and its subsidiaries
financial report
year ended 31 march 2009
DIRECTORS’ REPORT
We are pleased to submit this annual report to the members of the Company together with the audited financial statements
for the financial year ended 31 March 2009.
DIRECTORS
The directors in office at the date of this report are as follows:
H.E. Mohamed Ali Rashed Alabbar
Vinod Kumar Gomber
Shravan Gupta
Lew Syn Pau
Ng Boon Yew
Basil Chan
Low Ping
(Appointed on 20 May 2008, alternate director to H.E. Mohamed Ali Rashed Alabbar)
Sanjay Malhotra
(Appointed on 20 May 2008, alternate director to Mr. Shravan Gupta)
DIRECTORS’ INTERESTS
According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter
50, particulars of interests of directors who held office at the end of the financial year (including those held by their
spouses and infant children) in shares and debentures in the Company and in related corporations (other than whollyowned subsidiaries) are as follows:
HOLDINGS AT
BEGINNING OF
THE YEAR
HOLDINGS AT
END OF
THE YEAR
HOLDINGS AT
21 APRIL 2009
NAME OF DIRECTOR AND CORPORATION
IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________
H.E. Mohamed Ali Rashed Alabbar
For shares each fully paid
_______________________________________________________________________________________________________________
RSH Limited
- ordinary shares
- direct
70,067,633
- deemed
72,548,133
70,048,133
_______________________________________________________________________________________________________________
Royalvasco Pte. Ltd.
- deemed interests in ordinary shares
300,000
300,000
300,000
_______________________________________________________________________________________________________________
Sports Equipment Holdings Pte Ltd
- deemed interests in ordinary shares
1,020,000
1,020,000
1,020,000
_______________________________________________________________________________________________________________
Sports Equipment 2001 (Malaysia) Sdn. Bhd.
- deemed interests in ordinary shares of RM1 each
255,000
255,000
255,000
___________________________________________________________________________________________________________
036
www.rshlimited.com
HOLDINGS AT
BEGINNING OF
THE YEAR
HOLDINGS AT
END OF
THE YEAR
HOLDINGS AT
21 APRIL 2009
NAME OF DIRECTOR AND CORPORATION
IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________
H.E. Mohamed Ali Rashed Alabbar
For shares each fully paid
_______________________________________________________________________________________________________________
R.S.H. Marketing (Phil) Pte Ltd
- deemed interests in ordinary shares
2,308,905
2,308,905
2,308,905
_______________________________________________________________________________________________________________
R.S.H. Marketing (Philippines), Inc.
- deemed interests in ordinary shares
of Peso 1 each
42,040,514
42,040,514
42,040,514
_______________________________________________________________________________________________________________
Nose (Malaysia) Sdn. Bhd.
- deemed interests in ordinary shares
of RM1 each
255,000
255,000
255,000
_______________________________________________________________________________________________________________
RSH (Thailand) Co., Ltd.
- deemed interests in ordinary shares
of THB100 each
490
490
490
_______________________________________________________________________________________________________________
RSH (Australia) Pty Ltd
- deemed interests in ordinary "A" shares
10,959,166
10,959,166
10,959,166
- deemed interests in ordinary "B" shares
333,333
333,333
333,333
- deemed interests in ordinary "C" shares
41,250
41,250
41,250
- deemed interests in A Class preference shares
23,232,334
23,232,334
23,232,334
_______________________________________________________________________________________________________________
RSH Distribution (India) Private Limited
- deemed interests in ordinary shares
of Rupees 10 each
10,408
10,408
10,408
- deemed interests in 8% redeemable
non-cumulative preference shares
of Rupees 100 each
1,254,500
1,254,500
1,254,500
- deemed interests in 8% convertible
non-cumulative preference shares
of Rupees 100 each
784,800
1,172,072
1,172,072
______________________________________________________________________________________________________________
S.S.S. Sports India Private Limited
- deemed interests in ordinary shares
of Rupees 10 each
10,000
10,000
10,000
______________________________________________________________________________________________________________
PT Gagan Indonesia
- deemed interests in ordinary shares
of IDR500,000 each
425
425
425
______________________________________________________________________________________________________________
RSH Sports (B) Sdn Bhd
- deemed interests in ordinary shares
of B$1 each
300,000
300,000
300,000
___________________________________________________________________________________________________________
037
www.rshlimited.com
HOLDINGS AT
BEGINNING OF
THE YEAR
HOLDINGS AT
END OF
THE YEAR
HOLDINGS AT
21 APRIL 2009
NAME OF DIRECTOR AND CORPORATION
IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________
H.E. Mohamed Ali Rashed Alabbar
For shares each fully paid
_______________________________________________________________________________________________________________
FAMAS Solutions Pte. Ltd.
- deemed interests in ordinary shares
1,938,003
1,938,003
1,938,003
_______________________________________________________________________________________________________________
iOM Holdings Pte Ltd
- deemed interests in ordinary shares
38,000
38,000
38,000
_______________________________________________________________________________________________________________
Puma Sports Singapore Pte. Ltd.
- deemed interests in ordinary shares
1,527,265
1,527,265
1,527,265
_______________________________________________________________________________________________________________
Puma Sports Goods Sdn. Bhd.
- deemed interests in ordinary shares
of RM1 each
1,996,664
1,996,664
1,996,664=
_______________________________________________________________________________________________________________
Armaan (Thailand) Co., Ltd.
- deemed interest in ordinary shares
100,000
100,000
_____________________________________________________________________________________________________________
Sephora Singapore Pte. Ltd.
- deemed interest
1,720,000
1,720,000
___________________________________________________________________________________________________________
SHARES
PARTIALLY PAID
SHARES
FULLY PAID
SHARES
FULLY PAID
Gagan (Thailand) Co., Ltd.
- deemed interests in ordinary shares
of THB100 each
73,988
73,988
73,988
___________________________________________________________________________________________________________
Aryan (Thailand) Co., Ltd.
- deemed interests in ordinary shares
of THB100 each
73,986
73,986
73,986
___________________________________________________________________________________________________________
Shravan Gupta
For shares each fully paid
___________________________________________________________________________________________________________
RSH Limited
- ordinary shares
216,169,245
216,169,245
216,169,245
___________________________________________________________________________________________________________
Royalvasco Pte. Ltd.
- deemed interests in ordinary shares
300,000
300,000
300,000
___________________________________________________________________________________________________________
Sports Equipment Holdings Pte Ltd
- deemed interests in ordinary shares
1,020,000
1,020,000
1,020,000
___________________________________________________________________________________________________________
Sports Equipment 2001 (Malaysia) Sdn. Bhd.
- deemed interests in ordinary shares
of RM1 each
255,000
255,000
255,000
___________________________________________________________________________________________________________
038
www.rshlimited.com
HOLDINGS AT
BEGINNING OF
THE YEAR
HOLDINGS AT
END OF
THE YEAR
HOLDINGS AT
21 APRIL 2009
NAME OF DIRECTOR AND CORPORATION
IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________
Shravan Gupta
For shares each fully paid
_______________________________________________________________________________________________________________
R.S.H. Marketing (Phil) Pte Ltd
- deemed interests in ordinary shares
2,308,905
2,308,905
2,308,905
_______________________________________________________________________________________________________________
R.S.H. Marketing (Philippines), Inc.
- deemed interests in ordinary shares
of Peso 1 each
42,040,514
42,040,514
42,040,514
_______________________________________________________________________________________________________________
Nose (Malaysia) Sdn. Bhd.
- deemed interests in ordinary shares
of RM1 each
255,000
255,000
255,000
_______________________________________________________________________________________________________________
RSH (Thailand) Co., Ltd.
- deemed interests in ordinary shares
of THB100 each
490
490
490
_______________________________________________________________________________________________________________
RSH (Australia) Pty Ltd
- deemed interests in ordinary "A" shares
10,959,166
10,959,166
10,959,166
- deemed interests in ordinary "B" shares
333,333
333,333
333,333
- deemed interests in ordinary "C" shares
41,250
41,250
41,250
- deemed interests in A Class preference shares
23,232,334
23,232,334
23,232,334
_______________________________________________________________________________________________________________
RSH Distribution (India) Private Limited
- deemed interests in ordinary shares
of Rupees 10 each
10,408
10,408
10,408
- deemed interests in 8% redeemable
non-cumulative preference shares
of Rupees 100 each
1,254,500
1,254,500
1,254,500
- deemed interests in 8% convertible
non-cumulative preference shares
of Rupees 100 each
784,800
1,172,072
1,172,072
_______________________________________________________________________________________________________________
S.S.S. Sports India Private Limited
- deemed interests in ordinary shares
of Rupees 10 each
10,000
10,000
10,000
_______________________________________________________________________________________________________________
PT Gagan Indonesia
- deemed interests in ordinary shares
of IDR500,000 each
425
425
425
_______________________________________________________________________________________________________________
039
www.rshlimited.com
HOLDINGS AT
BEGINNING OF
THE YEAR
HOLDINGS AT
END OF
THE YEAR
HOLDINGS AT
21 APRIL 2009
NAME OF DIRECTOR AND CORPORATION
IN WHICH INTERESTS ARE HELD
_______________________________________________________________________________________________________________
Shravan Gupta
For shares each fully paid
_______________________________________________________________________________________________________________
RSH Sports (B) Sdn Bhd
- deemed interests in ordinary shares
of B$1 each
300,000
300,000
300,000
_______________________________________________________________________________________________________________
FAMAS Solutions Pte. Ltd.
- deemed interests in ordinary shares
1,938,003
1,938,003
1,938,003
_______________________________________________________________________________________________________________
iOM Holdings Pte Ltd
- deemed interests in ordinary shares
38,000
38,000
38,000
_______________________________________________________________________________________________________________
Puma Sports Singapore Pte. Ltd.
- deemed interests in ordinary shares
1,527,265
1,527,265
1,527,265
_______________________________________________________________________________________________________________
Puma Sports Goods Sdn. Bhd.
- deemed interests in ordinary shares
of RM1 each
1,996,664
1,996,664
1,996,664
_______________________________________________________________________________________________________________
Armaan (Thailand) Co., Ltd.
- deemed interest in ordinary shares
100,000
100,00
_______________________________________________________________________________________________________________
Sephora Singapore Pte. Ltd.
- deemed interest
1,720,000
1,720,000
_______________________________________________________________________________________________________________
SHARES
SHARES
SHARES
PARTIALLY PAID
FULLY PAID
FULLY PAID
_______________________________________________________________________________________________________________
Gagan (Thailand) Co., Ltd.
- deemed interests in ordinary shares
of THB100 each
73,988
73,988
73,988
_______________________________________________________________________________________________________________
Aryan (Thailand) Co., Ltd.
- deemed interests in ordinary shares
of THB100 each
73,986
73,986
73,986
_______________________________________________________________________________________________________________
By virtue of Section 7 of the Companies Act, Chapter 50, H.E. Mohamed Ali Rashed Alabbar and Shravan Gupta are
deemed to have interests in each of the other wholly-owned subsidiaries of RSH Limited, at the beginning and at the
end of the financial year.
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares
or debentures of the Company, or of related corporations, either at the beginning, or date of appointment if later, or at
the end of the financial year.
Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose
objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the
acquisition of shares in or debentures of the Company or any other body corporate.
040
www.rshlimited.com
Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in Note 28 to the financial
statements, since the end of the last financial year, no director 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 he is a
member, or with a company in which he has a substantial financial interest.
SHARE OPTIONS
During the financial year, there were:
(i)
no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company
or its subsidiaries; and
(ii)
no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries under option.
AUDIT COMMITTEE
The Audit Committee comprises two independent directors and a non-executive director. The members of the Audit
Committee during the year and at the date of this report are:
•
•
•
Basil Chan (Chairman and Independent Director)
Lew Syn Pau (Independent Director)
Ng Boon Yew (Non-Executive Director)
The financial statements, accounting policies and system of internal accounting controls are the responsibility of the
Board of Directors acting through the Audit Committee. The Audit Committee performs the functions set out in Section
201B(5) of the Companies Act, Chapter 50, the Listing Manual and the Code of Corporate Governance.
The Audit Committee meets periodically. The functions of the Audit Committee include reviewing the scope of work of
the internal and external auditors and the assistance given by the Company to the auditors, receiving and considering
the reports of the internal and external auditors including their evaluation of the system of internal controls. The financial
statements of the Group and of the Company were reviewed by the Audit Committee prior to their submission to the
directors of the Company for adoption.
The Audit Committee has full access to management and is given the resources required to discharge its functions. It
has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committee
also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.
In addition, the Audit Committee has, in accordance with Chapter 9 of the Singapore Exchange Listing Manual, reviewed
the requirements for approval and disclosure of interested person transactions, reviewed the internal procedures set
up by the Company to identify and report and where necessary, seek approval for interested person transactions and
reviewed interested person transactions.
The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended
to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming
Annual General Meeting of the Company.
AUDITORS
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
On behalf of the Board of Directors
Vinod Kumar Gomber
Director
Ng Boon Yew
Director
29 May 2009
041
www.rshlimited.com
STATEMENT BY DIRECTORS
In our opinion:
(a)
the financial statements set out on pages 44 to 83 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 2009 and of the results, changes in equity and cash
flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies
Act, Chapter 50 and Singapore Financial Reporting Standards; 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.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
On behalf of the Board of Directors
Vinod Kumar Gomber
Director
Ng Boon Yew
Director
29 May 2009
042
www.rshlimited.com
INDEPENDENT AUDITORS’ REPORT
Members of the Company
RSH Limited
We have audited the accompanying financial statements of RSH Limited (the Company) and its subsidiaries (the Group),
which comprise the balance sheets of the Group and the Company as at 31 March 2009, the income statement, statement
of changes in equity and cash flow statement of the Group for the year then ended, and a summar y of significant
accounting policies and other explanatory notes, as set out on pages 44 to 83.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards. This
responsibility includes:
(a)
(b)
(c)
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 necessar y to permit the preparation of true and fair profit and loss
accounts and balance sheets and to maintain accountability of assets;
selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.
Auditors’ 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 whether the financial statements are free from material
misstatement.
An audit involves per forming procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal 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.
Opinion
In our opinion:
(a)
(b)
the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up
in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair
view of the state of affairs of the Group and of the Company as at 31 March 2009 and the results, changes in
equity and cash flows of the Group for the year ended on that date; and
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.
Without qualifying our opinion, we draw attention to Note 2 to the financial statements. Subsequent to the balance sheet
date, Golden Ace Pte. Ltd. ("Golden Ace"), the holding company, defaulted on its credit facilities extended to it by a
bank, following which, the bank registered its deemed interest in approximately 61.30% of the Company's shares as
the shares were pledged to the bank as collateral for the credit facilities extended. Consequent to the above event, the
banks of the Group and the Company may, under the terms of the credit facility agreements, call for the repayment of
the credit facilities extended to the Group and the Company, if there is a change in the controlling shareholder of the
borrower. These conditions indicate the existence of a material uncertainty, which may affect the continued availability
of the credit facilities to enable the Group and the Company to continue their operations as a going concern. The financial
statements have been prepared on a going concern basis as the directors are of the opinion that the operations of the
Group are independent of Golden Ace and the Group does not rely on Golden Ace for financial support, and the banks
of the Group and Company have not withdrawn and continued to extend banking facilities.
KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore
29 May 2009
043
www.rshlimited.com
BALANCE SHEETS As at 31 March 2009
GROUP
Note
2009
$'000
2008
$'000
COMPANY
2009
2008
$'000
$'000
Non-current assets
Property, plant and equipment
4
81,781
78,751
377
290
Intangible assets
5
16,813
31,528
Interests in subsidiaries
6
53,695
58,481
Associates
7
3,089
2,087
1,991
483
Loan to a subsidiary
8
18,410
17,908
Deferred tax assets
9
523
684
3
Other receivable
10
11,634
11,355
______________________________________________________________________________________________________________
113,840
124,405
74,473
77,165
______________________________________________________________________________________________________________
Current assets
Trade and other receivables
11
64,355
63,263
32,186
24,970
Derivative financial instruments
12
115
26
Inventories
13
161,319
137,703
Other financial asset
14
37
50
Cash and cash equivalents
15
55,781
52,009
18,830
19,159
______________________________________________________________________________________________________________
281,607
253,051
51,016
44,129
______________________________________________________________________________________________________________
Total assets
395,447
377,456
125,489
121,294
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Equity attributable to equity
holders of the Company
Share capital
16
100,260
100,260
100,260
100,260
Statutory reserve
17
2,435
2,300
Capital reserves
17
(5,876)
(5,876)
(5,000)
(5,000)
Currency translation reserve
17
(9,462)
(8,596)
Accumulated profits
50,917
38,424
28,827
24,134
______________________________________________________________________________________________________________
138,274
126,512
124,087
119,394
Minority interests
4,689
6,658
______________________________________________________________________________________________________________
Total equity
142,963
133,170
124,087
119,394
______________________________________________________________________________________________________________
Non-current liabilities
Interest-bearing liabilities
18
18,042
6,352
69
97
Other payables
19
3,127
3,350
Other provisions
20
1,355
1,012
Deferred tax liabilities
9
885
993
13
______________________________________________________________________________________________________________
23,409
11,707
82
97
______________________________________________________________________________________________________________
Current liabilities
Trade and other payables
21
92,624
92,735
1,279
1,534
Interest-bearing liabilities
18
132,637
134,085
29
29
Other provisions
20
167
470
Current tax payable
3,647
5,289
12
240
______________________________________________________________________________________________________________
229,075
232,579
1,320
1,803
______________________________________________________________________________________________________________
Total liabilities
252,484
244,286
1,402
1,900
______________________________________________________________________________________________________________
Total equity and liabilities
395,447
377,456
125,489
121,294
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The accompanying notes form an integral part of these financial statements.
044
www.rshlimited.com
CONSOLIDATED INCOME STATEMENT Year ended 31 March 2009
Note
2009
$'000
2008
$'000
Revenue
23
773,101
734,262
Other income
5,929
12,843
Changes in value of inventories
23,616
8,647
Raw materials and other consumables
(443,867)
(410,184)
Staff costs
(102,667)
(95,360)
Depreciation of property, plant and equipment
(24,562)
(24,073)
Amortisation and impairment of intangible assets
(10,243)
(12,063)
Other expenses
(189,391)
(180,097)
______________________________________________________________________________________________________________
Profit from operations
31,916
33,975
______________________________________________________________________________________________________________
Finance income
1,289
846
Finance expenses
(9,047)
(10,144)
______________________________________________________________________________________________________________
Net finance expenses
24
(7,758)
(9,298)
______________________________________________________________________________________________________________
Share of loss of associates, net of tax
(707)
(360)
______________________________________________________________________________________________________________
Profit before income tax
23,451
24,317
Income tax expense
26
(7,005)
(9,762)
______________________________________________________________________________________________________________
Profit for the year
25
16,446
14,555
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Attributable to:
Equity holders of the parent
16,154
13,728
Minority interests
292
827
______________________________________________________________________________________________________________
Profit for the year
16,446
14,555
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Earnings per share (cents):
Basic and diluted
27
4.58
3.89
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The accompanying notes form an integral part of these financial statements.
045
www.rshlimited.com
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 March 2009
GROUP
At 1 April 2007
TOTAL
ATTRIBUTABLE
CURRENCY
TO EQUITY
SHARE STATUTORY
CAPITAL TRANSLATION ACCUMULATED
HOLDERS OF
CAPITAL RESERVE RESERVES
RESERVE
PROFITS
THE PARENT
$'000
$'000
$'000
$'000
$'000
$'000
MINORITY
INTERESTS
$'000
TOTAL
EQUITY
$'000
100,260
2,165
(5,876)
(5,571)
24,831
115,809
6,244
122,053
Translation
differences
relating to financial
statements of
foreign subsidiaries
and associate
-
-
-
(3,025)
-
(3,025)
(234)
(3,259)
Net losses recognised
directly in equity
-
-
-
(3,025)
-
(3,025)
(234)
(3,259)
Profit for the year
-
-
-
-
13,728
13,728
827
14,555
Total recognised
income and
expense for the year
-
-
-
(3,025)
13,728
10,703
593
11,296
Transfer to
statutory reserve
-
135
-
-
(135)
-
-
-
Dividends paid to
minority interests
-
-
-
-
-
-
(179)
(179)
100,260
2,300
(5,876)
(8,596)
38,424
126,512
6,658
133,170
______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
At 31 March 2008
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 1 April 2008
100,260
2,300
(5,876)
(8,596)
38,424
126,512
6,658
133,170
Translation
differences
relating to financial
statements of
foreign subsidiaries
and associate
-
-
-
(866)
-
(866)
(29)
(895)
Net losses recognised
directly in equity
-
-
-
(866)
-
(866)
(29)
(895)
Profit for the year
-
-
-
-
16,154
16,154
292
16,446
Total recognised
income and
expense for
the year
-
-
-
(866)
16,154
15,288
263
15,551
Transfer to
statutory reserve
-
135
-
-
(135)
-
-
-
Acquisition of
additional interest
in a subsidiary
-
-
-
-
-
-
(2,133)
(2,133)
Dividend of
1.00 cent per
share paid
-
-
-
-
(3,526)
(3,526)
-
(3,526)
Dividends paid to
minority interests
-
-
-
-
-
-
(99)
(99)
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
At 31 March 2009
100,260
2,435
(5,876)
(9,462)
50,917
138,274
4,689
142,963
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The accompanying notes form an integral part of these financial statements.
046
www.rshlimited.com
CONSOLIDATED CASH FLOW STATEMENT Year ended 31 March 2009
Note
2009
$'000
2008
$'000
16,446
14,555
10,243
12,063
195
-
24,562
24,073
13
9
456
537
1,456
1,089
Operating activities
Profit for the year
Adjustments for:
Amortisation and impairment of intangible assets
5
Impairment of property, plant and equipment
Depreciation of property, plant and equipment
4
Fair value change in securities
Loss on disposal of property, plant and equipment
Property, plant and equipment written off
Intangible assets written off
20
-
Allowance for doubtful debts
85
669
Provision for consignment losses
212
574
Share of loss of associates, net of tax
707
360
-
(10,064)
Waiver of bank loan and interest
Net finance expenses
24
7,758
9,298
Income tax expense
26
7,005
9,762
_______________________________________________________________________________________________________
69,158
62,925
(21,501)
(9,896)
(1,081)
6,259
668
(5,680)
Changes in working capital:
Inventories
Trade and other receivables
Trade and other payables
_______________________________________________________________________________________________________
Cash generated from operations
47,244
53,608
Tax paid
(8,566)
(9,139)
356
566
(8,398)
(9,588)
Interest income received
Interest expense paid
_______________________________________________________________________________________________________
Cash flows from operating activities
30,636
35,447
(32,069)
(29,801)
_______________________________________________________________________________________________________
Investing activities
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of interests in associated companies
Acquisition of additional interest in a subsidiary
30
Intangible assets capitalised
708
2,107
(1,720)
(2,418)
(1,440)
-
(122)
(84)
_______________________________________________________________________________________________________
Cash flows from investing activities
(34,643)
(30,196)
_______________________________________________________________________________________________________
The accompanying notes form an integral part of these financial statements.
047
www.rshlimited.com
CONSOLIDATED CASH FLOW STATEMENT Year ended 31 March 2009
Note
2009
$'000
2008
$'000
(280)
(341)
Dividends paid to shareholders
(3,526)
-
Borrowings from bank
18,206
10,065
Repayment of bank borrowings
(4,706)
(4,052)
Trust receipts
(1,726)
10,253
(99)
(179)
10
31
908
(1,420)
(117)
(1)
Financing activities
Payment of finance lease liabilities
Dividends paid to minority interests
Dividends received from an associate
Loans from directors, related corporations
and minority shareholders of subsidiaries
Increase in fixed deposits pledged to banks
_______________________________________________________________________________________________________
Cash flows from financing activities
8,670
14,356
_______________________________________________________________________________________________________
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Effect of exchange rate changes on balances held in
foreign currencies
4,663
19,607
36,467
16,632
400
228
_______________________________________________________________________________________________________
Cash and cash equivalents at end of the year
15
41,530
36,467
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
During the year, the Group acquired proper ty, plant and equipment with an aggregate cost of $32,225,000 (2008:
$29,942,000), of which $156,000 (2008: $141,000) was acquired by means of finance leases. Cash payments of
$32,069,000 (2008: $29,801,000) were made to purchase property, plant and equipment. Provision for reinstatement
costs of $536,000 (2008: $245,000) was made during the year.
The accompanying notes form an integral part of these financial statements.
048
www.rshlimited.com
NOTES TO THE FINANCIAL STATEMENTS
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors on 29 May 2009.
1
DOMICILE AND ACTIVITIES
RSH Limited (the Company) is incorporated in the Republic of Singapore and has its registered office at 190
MacPherson Road, #07-08 Wisma Gulab, Singapore 348548.
The principal activities of the Group are those relating to retailing, wholesaling, importing, exporting and dealing
in sports, golf and active lifestyle products, retailing of fashion and lifestyle products and investment holding. The
principal activities of the Company are those of investment holding.
The holding company during the financial year is Golden Ace Pte. Ltd., which is incorporated in the Republic of
Singapore.
The consolidated financial statements relate to the Company and its subsidiaries (referred to as the Group) and
the Group's interests in associates.
2
NOTICE BY SUBSTANTIAL SHAREHOLDER
Subsequent to the balance sheet date, the Company received a notice of substantial shareholder's interest dated
9 April 2009 ("Notice") from DB Trustees (Hong Kong) Limited and Deustche Bank AG addressed to the Singapore
Exchange Securities Trading Limited ("SGX-ST") and to the Company. The Notice stated that DB Trustees (Hong
Kong) Limited was notifying the SGX-ST and the Company of its deemed interest in 216,169,245 shares of the
Company ("Charged Shares") representing approximately 61.30% of the issued share capital of the Company
arising out of DB Trustees (Hong Kong) Limited's ability to exercise voting rights in the Charged Shares (charged
to DB Trustees (Hong Kong) Limited) and arising out of the right to have such Charged Shares transferred to itself
(in its capacity as security trustee) or to its order, following the default by Golden Ace Pte. Ltd., a substantial
shareholder of the Company, under two facility agreements which were entered into between Golden Ace Pte. Ltd.
("Golden Ace"), Deutsche Bank AG, Hong Kong Branch and DB Trustees (Hong Kong) Limited ("Facility Agreements").
The Facility Agreements were secured by the Charged Shares. The Charged Shares represented Golden Ace's
entire interest in the Company.
On 15 April 2009, Golden Ace informed the Board of Directors of the Company ("Board") in writing that Golden
Ace is currently already in constant negotiations with Deutsche Bank AG in relation to the Facility Agreements
and confirmed in writing to the Company that it is confident that Golden Ace will be able to achieve a satisfactory
and amicable outcome with Deutsche Bank AG. Golden Ace undertook to the Company to provide immediate and
timely written updates on all developments and the outcome of the negotiations with Deutsche Bank AG in relation
to the Facility Agreements. Golden Ace also provided written confirmation to the Company of its current intention
to remain a substantial shareholder of the Company.
Consequent to the above notifications, the banks of the Group and the Company may, under the terms of the credit
facility agreements, call for the repayment of the credit facilities extended to the Group and the Company, if there
is a change in the controlling shareholder of the borrower. The Group does not rely on Golden Ace for any financial
support and its operations are totally independent of Golden Ace. The banks have not withdrawn and continued
to extend existing banking facilities to the Group and, accordingly, the financial statements have been prepared
on a going concern basis.
3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1
Basis of preparation
The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS).
The financial statements are presented in Singapore dollars which is the Company's functional currency. All financial
information presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated;
and is prepared on the historical cost basis, except as set out in the accounting policies below.
The preparation of financial statements in conformity with FRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.
049
www.rshlimited.com
3.1
Basis of preparation (CONT’D)
In particular, in addition to Note 2, information about significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most significant effect on the amount recognised in the
financial statements are described in the following notes:
• Note 5 - assumptions of recoverable amounts relating to impairment of intangible assets
• Note 13 - measurement of recoverable amounts of inventories
• Note 20 - measurement of provisions
The accounting policies used by the Group have been applied consistently to all periods presented in the financial
statements.
3.2
Consolidation
Business combinations
Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at
the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the acquisition.
The excess of the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
over the cost of acquisition is credited to the income statement in the period of the acquisition. Refer to
Note 3.5 for accounting policy on goodwill on acquisition.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control,
potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that control commences until the date that
control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with
the policies adopted by the Group.
Associates
Associates are those entities in which the Group has significant influence, but not control, over their financial and
operating policies. Associates are accounted for using the equity method. The consolidated financial statements
include the Group's share of the income and expenses of associates, after adjustments to align the accounting
policies with those of the Group, from the date that significant influence commences until the date that significant
influence ceases. When the Group's share of losses exceeds its interest in an associate, the carrying amount of
that interest (including any long-term investments) is reduced to zero and the recognition of further losses is
discontinued except to the extent that the Group has an obligation or has made payments on behalf of the associate.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with
equity accounted investees are eliminated against the investment to the extent of the Group's interest in the
investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there
is no evidence of impairment.
Accounting for subsidiaries and associates by the Company
Investments in subsidiaries and associates are stated in the Company's balance sheet at cost less accumulated
impairment losses.
3.3
Foreign currencies
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the
exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Nonmonetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated
to the functional currency at the exchange rate at the date on which the fair value was determined.
Foreign currency differences arising on retranslation are recognised in the income statement, except for differences
arising on the retranslation of monetar y items that in substance form part of the Group's net investment in a
foreign operation.
050
www.rshlimited.com
3.3
Foreign currencies (CONT’D)
Foreign operations
The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates prevailing
at the repor ting date. The income and expenses of foreign operations are translated to Singapore dollars at
exchange rates prevailing at the dates of the transactions.
Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation
is disposed of, in part or in full, the relevant amount in the foreign exchange translation reserve is transferred to
the income statement.
Net investment in a foreign operation
Exchange differences arising from monetary items that in substance form part of the Company's net investment
in a foreign operation are recognised in the Company's income statement. Such exchange differences are reclassified
to equity in the consolidated financial statements. When the net investment is disposed of, the cumulative amount
in equity is transferred to the income statement as an adjustment to the profit or loss arising on disposal.
3.4
Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset
to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the
site on which they are located. Purchased software that is integral to the functionality of the related equipment
is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Group and
its cost can be measured reliably. The costs of the day-to-day ser vicing of proper ty, plant and equipment are
recognised in the income statement as incurred.
Property, plant and equipment acquired through finance leases are capitalised at the lower of its fair value and
the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation
and impairment losses. 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 directly to the income statement. Capitalised leased assets are depreciated over the shor ter of the
economic useful life of the asset and the lease term.
Except for renovation-in-progress, depreciation is provided on the straight-line basis so as to write off items of
property, plant and equipment over the estimated useful lives as follows:
Leasehold land
Leasehold properties
Plant and machinery
Office furniture, fittings and renovations
Office equipment and computers
Motor vehicles
Electrical, air-conditioning and other equipment
Shop fittings and renovations
99 years
50 years
10 years
5 - 10 years
3 - 5 years
1 - 7 years
3 - 20 years
3 - 8 years
Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each
repor ting date.
3.5
Intangible assets
Goodwill
Goodwill and negative goodwill arise on the acquisition of subsidiaries and associates.
Acquisitions occurring between 1 January 2001 and 1 January 2005
Goodwill represents the excess of the cost of acquisition over the Group's interest in the net fair value of the
identifiable assets and liabilities of the acquiree.
Goodwill arising on the acquisition of subsidiaries is presented as intangible assets. Goodwill arising on acquisition
of associates is presented together with investments in associates.
051
www.rshlimited.com
3.5
Intangible assets (CONT’D)
Goodwill (CONT’D)
Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life of 10
- 20 years. On 1 Januar y 2005, the Group discontinued amortisation of this goodwill. This remaining goodwill
balance is subject to testing for impairment, as described in Note 3.8.
Negative goodwill was derecognised by crediting accumulated profit on 1 January 2005.
Acquisitions on or after 1 January 2005
Goodwill represents the excess of the cost of acquisition over the Group's interest in the net fair value of the
identifiable assets and liabilities of the acquiree.
Goodwill arising on the acquisition of subsidiaries is presented as intangible assets. Goodwill arising on acquisition
of associates is presented together with investments in associates.
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described
in Note 3.8. Negative goodwill is recognised immediately in the income statement.
Brand names
Brand names, which have been assessed to have indefinite lives, are recorded at cost less impairment losses.
Brand names are tested for impairment as described in Note 3.8.
Franchise fees
Franchise fees, which comprise expenditure incurred in securing franchise rights for certain brands/products, are
stated at cost less accumulated amortisation and impairment losses.
Distribution rights
Distribution rights, which comprise expenditure incurred in securing sale distribution rights for certain brands/products,
are stated at cost less accumulated amortisation and impairment losses.
Amortisation
Amortisation is charged to the income statement on the straight-line basis over the estimated useful lives of
intangible assets with finite lives. The estimated useful lives are as follows:
Franchise fees
Distribution rights
3.6
5 years
20 years
Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, other financial assets, cash and cash
equivalents, interest-bearing liabilities and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value
through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial
recognition, non-derivative financial instruments are measured as described below.
A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial asset to another party without retaining control or transfers substantially
all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at
trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are
derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash balances and bank deposits. For the purpose of the cash flow statement,
cash and cash equivalents are presented net of bank overdrafts which are repayable on demand and which form
an integral part of the Group's cash management and exclude bank deposits held to secure bank facilities.
Financial assets at fair value through profit or loss
An instrument is classified as at fair value through profit or loss if it is acquired principally for the purpose of selling
in the short term or is designated as such upon initial recognition. Financial instruments are designated as fair
value through profit or loss if the Group manages such investments and makes purchase and sale decisions based
on their fair value in accordance with the Group's documented risk management and investment strategies. Upon
initial recognition, attributable transaction costs are recognised in the income statement when incurred. Financial
instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in
the income statement.
052
www.rshlimited.com
3.6
Financial instruments (CONT’D)
Non-derivative financial instruments (CONT’D)
Other
Other non-derivative financial instruments are measured at amortised cost using the effective interest method,
less any impairment losses.
Derivative financial instruments
The Group holds derivative financial instruments to hedge its foreign currency risks arising from operating activities.
Derivative financial instruments are not used for trading purposes. However, derivatives that do not qualify for
hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative
financial instruments are remeasured at fair value. The gain or loss on remeasurement to fair value is recognised
immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any
resultant gain or loss depends on the nature of the item being hedged.
Impairment of financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it
is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events
have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount, and the present value of the estimated future cash flows discounted at the original
effective interest rate.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial
assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are
recognised in the income statement.
Impairment losses in respect of financial assets measured at amortised cost is reversed if the subsequent increase
in fair value can be related objectively to an event occurring after the impairment loss was recognised.
3.7
Leases
When entities within the Group are lessees of a finance lease
Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition, proper ty, plant and equipment acquired through finance leases are
capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent to
initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
Leased assets are depreciated over the shor ter of the lease term and their useful lives. Lease payments are
apportioned between finance expense and reduction of the lease liability. The finance expense is allocated to each
period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the
liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining
term of the lease when the lease adjustment is confirmed.
When entities within the Group are lessees of an operating lease
Where the Group has the use of assets under operating leases, payments made under the leases are recognised
in the income statement on a straight-line basis over the term of the lease, unless another systematic basis is
more representative of the time pattern of the benefit derived. Lease incentives received are recognised in the
income statement as an integral part of the total lease payments made. Contingent rentals are charged to the
income statement in the accounting period in which they are incurred.
3.8
Impairment - non-financial assets
The carr ying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication
exists, the assets' recoverable amounts are estimated. For goodwill, recoverable amount is estimated at each
reporting date, and as and when indicators of impairment are identified.
An impairment loss is recognised if the carr ying amount of an asset or its cash-generating unit exceeds its
estimated recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash
flows that largely are independent from other assets and groups. Impairment losses are recognised in the income
statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount
of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group
of units) on a pro rata basis.
053
www.rshlimited.com
3.8
Impairment - non-financial assets (CONT’D)
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows 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 or cash-generating unit.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised.
3.9
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from equity, net of any tax effects.
3.10 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average
basis and comprises all costs of purchase and other related costs incurred in bringing the inventories to their
present location and condition.
3.11 Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income
statement as incurred.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans
if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the obligation can be estimated reliably.
Other employee benefits
Long service leave not expected to be settled within 12 months are measured as the present value of the estimated
future cash outflows to be made in respect of services provided by employees up to the balance sheet date.
3.12 Key management personnel
Key management personnel of the Group are those persons having the authority and responsibility for planning,
directing and controlling the activities of the entity. The directors, Group Chief Executive Officer, Group Chief
Operating Officer, Chief Executive Officers and Chief Operating Officers of various subsidiaries and non-executive
directors are considered as key management personnel of the Group.
3.13 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability.
Reinstatement costs
A provision for reinstatement cost is made for the estimated costs of dismantlement, removal or restoration of
property, plant and equipment arising from the acquisition or use of assets, which are capitalised and included
in the cost of property, plant and equipment.
054
www.rshlimited.com
3.13 Provisions (CONT’D)
Consignment loss
A provision for consignment loss is made for the possible liability for stock losses when consignment inventories
are returned to the consignor.
The provisions are made having regard to past experience and weighing all possible outcomes against their
associated possibilities.
3.14 Revenue recognition
Sale of goods
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
returns and allowances, goods and ser vices taxes or other sales taxes, trade discounts and volume rebates.
Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer,
recovery of the consideration is probable, the associated costs and possible return of goods can be estimated
reliably, and there is no continuing management involvement with the goods, and the amount of revenue can be
measured reliably.
Rental income
Rental income receivable under operating leases is recognised in the income statement on the straight-line basis
over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income
to be received. Contingent rentals are recognised as income in the accounting period in which they are earned.
3.15 Finance income and expense
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, using
the effective interest method.
Finance expenses comprise interest expense on borrowings and impairment losses recognised on financial assets
that are recognised in the income statement. All borrowing costs are recognised in the income statement using
the effective interest method.
3.16 Income tax expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporar y differences between the
carr ying amounts of assets and liabilities for financial repor ting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill,
the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit, and differences relating to investments in subsidiaries and associates to
the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the
tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
3.17 Intra-group financial guarantees
Where the Group enters into financial guarantee contracts to guarantee the indebtedness of other companies
within its group, the Group considers these to be insurance arrangements, and accounts for them as such. The
Group treats the guarantee contract as a contingent liability until such time as it becomes probable that the Group
will be required to make a payment under the guarantee.
055
www.rshlimited.com
4
PROPERTY, PLANT AND EQUIPMENT
GROUP
PLANT
LEASEHOLD LEASEHOLD
AND
LAND PROPERTIES MACHINERY
$'000
$'000
$'000
OFFICE
ELECTRICAL,
FURNITURE,
OFFICE
AIRSHOP
FITTINGS EQUIPMENT
CONDITIONING
FITTINGS
AND
AND MOTOR AND OTHER
AND RENOVATIONRENOVATIONS COMPUTERS VEHICLES EQUIPMENT RENOVATIONS IN-PROGRESS
$'000
$'000
$'000
$'000
$'000
$'000
TOTAL
$'000
Cost
At 1 April
2007
125
2,684
901
21,003
12,799
3,093
Additions
-
1
-
2,193
1,413
488
835
24,562
695
30,187
Disposals
-
-
-
(913)
(132)
(234)
(412)
(5,572)
-
(7,263)
Transfers
-
-
-
10
54
-
(54)
(10)
-
-
Written off
-
-
-
(387)
(906)
(12)
(46)
(8,056)
-
(9,407)
(4)
(78)
(36)
(24)
(310)
(80)
(107)
(3,259)
(3)
(3,901)
Translation
differences on
consolidation
8,384 103,776
403 153,168
_________________________________________________________________________________________________
At 31 March
2008
121
2,607
865
21,882
12,918
3,255
Additions
-
57
-
1,471
1,618
611
452
25,693
2,859
32,761
Disposals
-
-
(712)
(972)
(81)
(344)
(187)
(2,841)
-
(5,137)
Transfers
-
-
-
(12,176)
(6)
-
10
15,980
(3,808)
-
Written off
-
-
-
(2,919)
(1,460)
(65)
(2,056)
(6,708)
(4)
(91)
3
(1,234)
(222)
4
(269)
(3,585)
Translation
differences on
consolidation
8,600 111,441
1,095 162,784
- (13,208)
171
(5,227)
________________________________________________________________________________________________
At 31 March
2009
117
2,573
156
6,052
12,767
3,461
6,550 139,980
317 171,973
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
056
www.rshlimited.com
4
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
GROUP
PLANT
LEASEHOLD LEASEHOLD
AND
LAND PROPERTIES MACHINERY
$'000
$'000
$'000
OFFICE
ELECTRICAL,
FURNITURE,
OFFICE
AIRSHOP
FITTINGS EQUIPMENT
CONDITIONING
FITTINGS
AND
AND MOTOR AND OTHER
AND RENOVATIONRENOVATIONS COMPUTERS VEHICLES EQUIPMENT RENOVATIONS IN-PROGRESS
$'000
$'000
$'000
$'000
$'000
$'000
TOTAL
$'000
Accumulated
depreciation/
Impairment
At 1 April
2007
18
725
740
8,535
9,637
1,912
4,994
48,448
-
75,009
1
53
40
3,050
1,393
430
1,096
18,010
-
24,073
Disposals
-
-
-
(604)
(93)
(232)
(218)
(3,472)
-
(4,619)
Transfers
-
-
-
10
40
-
(40)
(10)
-
-
Written off
-
-
-
(387)
(898)
(12)
(36)
(6,985)
-
(8,318)
Translation
differences on
consolidation
-
(22)
(28)
(56)
(236)
(57)
(51)
(1,662)
-
(2,112)
Depreciation
charge for
the year
________________________________________________________________________________________________
At 31 March
2008
19
756
752
10,548
9,843
2,041
5,745
54,329
-
84,033
Depreciation
charge for
the year
1
52
37
2,972
1,402
498
955
18,645
-
24,562
Impairment
-
-
-
-
-
-
-
195
-
195
Disposals
-
-
(662)
(621)
(54)
(343)
(120)
(2,173)
-
(3,973)
Transfers
-
-
-
(8,530)
(9)
-
9
8,530
-
-
Written off
-
-
-
(2,837)
(1,423)
(65)
(2,014)
(5,413)
- (11,752)
Translation
differences on
consolidation
-
(27)
1
(657)
(149)
-
(188)
(1,853)
-
(2,873)
________________________________________________________________________________________________
At 31 March
2009
20
781
128
875
9,610
2,131
4,387
72,260
-
90,192
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Carrying amount
At 1 April
2007
107
1,959
161
12,468
3,162
1,181
3,390
55,328
403
78,159
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March
2008
102
1,851
113
11,334
3,075
1,214
2,855
57,112
1,095
78,751
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March
2009
97
1,792
28
5,177
3,157
1,330
2,163
67,720
317
81,781
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
057
www.rshlimited.com
4
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
OFFICE
FURNITURE,
FITTINGS AND
RENOVATIONS
$'000
OFFICE
EQUIPMENT
AND
COMPUTERS
$'000
MOTOR
VEHICLES
$'000
TOTAL
$'000
Cost
At 1 April 2007
Additions
Disposal
130
17
-
375
13
(4)
270
-
775
30
(4)
At 31 March 2008
Additions
Written off
147
43
-
384
143
(207)
270
-
801
186
(207)
At 31 March 2009
190
320
270
780
COMPANY
________________________________________________________________________________________________
________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Accumulated depreciation
At 1 April 2007
Depreciation charge for the year
Disposal
40
25
-
301
49
(4)
61
39
-
402
113
(4)
At 31 March 2008
Depreciation charge for the year
Written off
65
30
-
346
31
(207)
100
38
-
511
99
(207)
At 31 March 2009
95
170
138
403
________________________________________________________________________________________________
________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Carrying amount
At 1 April 2007
90
74
209
373
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2008
82
38
170
290
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2009
95
150
132
377
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The following are the net book values of property, plant and equipment which are held under finance leases:
Group
Office equipment and computers
Motor vehicles
Company
2009
2008
$'000
$'000
2009
$'000
2008
$'000
41
361
4
508
132
170
402
512
132
170
________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Certain assets of the Group have been pledged as securities for banking facilities granted, details of which are
provided in Note 18.
Details of the Group's major property are as follows:
LOCATION
Lot 575 & 576, Jalan Suasa Kawasan
Perusahan Banting Section 3,
Selangor Darul Ehsan
Malaysia
058
APPROXIMATE
AREA (SQ FT)
PURPOSE
TENURE
42,600
Factory
99-year lease
commencing from
10 August 1993
www.rshlimited.com
5
INTANGIBLE ASSETS
GROUP
Cost
At 1 April 2007
FRANCHISE
FEES
$'000
GOODWILL
PURCHASED
DISTRIBUTION
ON GOODWILL AND
RIGHTS CONSOLIDATION BRAND NAMES
$'000
$'000
$'000
TOTAL
$'000
2,488
500
32,122
15,503
50,613
84
-
-
-
84
Written off
(56)
-
-
-
(56)
Translation differences
on consolidation
(86)
-
631
262
807
2,430
500
32,753
15,765
51,448
122
-
-
-
122
Written off
(611)
-
-
-
(611)
Translation differences
on consolidation
(103)
-
(4,557)
-
(4,660)
At 31 March 2009
1,838
500
28,196
15,765
46,299
Additions
________________________________________________________________________________________________
At 31 March 2008
Additions
________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Accumulated amortisation
and impairment
At 1 April 2007
1,836
456
-
5,892
8,184
372
25
-
-
397
-
-
1,602
10,064
11,666
Written off
(56)
-
-
-
(56)
Translation differences
on consolidation
(80)
-
-
(191)
(271)
2,072
481
1,602
15,765
19,920
227
19
-
-
246
-
-
9,997
-
9,997
(591)
-
-
-
(591)
(86)
-
-
-
(86)
1,622
500
11,599
15,765
29,486
Amortisation charge
for the year
Impairment charge
________________________________________________________________________________________________
At 31 March 2008
Amortisation charge
for the year
Impairment charge
Written off
Translation differences
on consolidation
________________________________________________________________________________________________
At 31 March 2009
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Carrying amount
At 1 April 2007
652
44
32,122
9,611
42,429
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2008
358
19
31,151
-
31,528
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
At 31 March 2009
216
-
16,597
-
16,813
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
059
www.rshlimited.com
5
INTANGIBLE ASSETS (CONT’D)
Impairment tests for purchased goodwill and brand names and cash-generating units ("CGU") containing goodwill
Goodwill is primarily allocated to the CGU identified according to region of operation and business segment as
follows:
South Pacific - retail
Middle East - retail and distribution
2009
$'000
2008
$'000
16,232
365
30,786
365
16,597
31,151
________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The recoverable amount of the South Pacific - retail CGU was based on its value in use. The carrying amount of
South Pacific - retail CGU was determined to be higher than its recoverable amount and an impairment loss of
$9,997,000 was recognised. In prior year, impairment loss of $10,064,000 and $1,602,000 were recognised in
respect of the South Pacific - purchased goodwill and brand names CGU and South Asia - retail and distribution
CGU, respectively.
The value in use calculations for the South Pacific - purchased goodwill and brand name and retail CGU apply a
discounted cash flow model using cash flows projections based on financial budgets and forecasts approved by
management covering a five year period. The anticipated annual revenue growth included in the cash flow projections
was 3% to 10% for the years 2010 to 2014. The discount rates applied to the cash flow projections were derived
from the post-tax weighted average cost of capital at the date of assessment. The discount rate was 9.00%. Cash
flows beyond the fifth year were extrapolated using a constant growth of 1%. The constant growth rate used did
not exceed management's expectations of the long term average growth rate of the industry and country in which
it operates.
The above estimates are particularly sensitive in the following areas:
* An increase of one percentage point in the discount rate used would result in an additional impairment loss
of $2,016,000 (2008: $1,935,000).
* A 5% decrease in growth rates would result in an additional impairment loss of $3,857,000 (2008: $2,905,000).
6
INTERESTS IN SUBSIDIARIES
COMPANY
Equity investments at cost
Discount implicit in the interest-free inter-company loan
Loans to a subsidiary at cost
2009
$'000
2008
$'000
44,856
3,241
5,598
44,856
3,241
10,384
________________________________________________________________________________________________
53,695
58,481
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The loans to a subsidiary form part of the Company's net investment in a subsidiary, and settlement of this amount
is neither planned nor likely to occur in the foreseeable future. As the amount is in substance, a par t of the
Company's net investment in the equity, it is stated at cost.
Certain subsidiaries of the Company are subject to dividend restrictions, arising from banking facilities provided
to the Group, details of which are provided in Note 18. Restrictions include dividend caps and performance based
entitlements, where the lender is entitled to an interest payment equivalent to a pre determined percentage of
dividends declared by the subsidiary.
060
www.rshlimited.com
6
INTERESTS IN SUBSIDIARIES (CONT’D)
Details of subsidiaries are as follows:
EFFECTIVE EQUITY
HELD BY THE GROUP
NAME OF SUBSIDIARY
@
RSH Holdings Pte Ltd and its subsidiaries:
COUNTRY OF
INCORPORATION
2009
%
2008
%
Singapore
100
100
@
RSH (Singapore) Pte Ltd
Singapore
100
100
@
R.S.H. Marketing (Phil) Pte Ltd and its subsidiary:
Singapore
75
75
Philippines
75
75
*
R.S.H. Marketing (Philippines), Inc.
@
Aryan (SEA) Private Limited
Singapore
100
100
@
Gagan Holdings Pte Ltd
Singapore
100
100
@
Prasan Pte. Ltd.
Singapore
100
100
@
Royalvasco Pte. Ltd.
Singapore
60
60
@
Sports Equipment Holdings Pte Ltd and its subsidiary:
Singapore
51
51
*
Sports Equipment 2001 (Malaysia) Sdn. Bhd.
Malaysia
51
51
@
Novo Pte. Ltd.
Singapore
100
100
@
Armaan Pte. Ltd.
Singapore
100
100
*
RSH (Malaysia) Sdn. Bhd. and its subsidiary:
Malaysia
100
100
Malaysia
51
51
Malaysia
100
100
*
*
Nose (Malaysia) Sdn. Bhd.
RSH Manufacturing (M) Sdn. Bhd. and its subsidiaries:
*
RSH Land (M) Sdn. Bhd.
Malaysia
100
100
*
RSH Resources (M) Sdn. Bhd.
Malaysia
100
100
Brunei
60
60
India
50^
50^
India
50^
50^
RSH (Hong Kong) Limited
Hong Kong
100
100
Gagan (HK) Limited
Hong Kong
100
100
†
RSH Sports (B) Sdn Bhd
RSH Distribution (India) Private Limited and its subsidiary:
S.S.S. Sports India Private Limited
*
R.B.K. Middle East L.L.C (L.L.C.)
United Arab Emirates
100
100
*
RSH (Middle East) L.L.C. and its subsidiary:
United Arab Emirates
100
100
United Arab Emirates
100
75
Australia
99.82
99.82
*
*
Progolf International (L.L.C.)
RSH (Australia) Pty Ltd
061
www.rshlimited.com
6
INTERESTS IN SUBSIDIARIES (CONT’D)
EFFECTIVE EQUITY
HELD BY THE GROUP
COUNTRY OF
INCORPORATION
2009
%
2008
%
Thailand
49^
49^
Gagan (Thailand) Co., Ltd.
Thailand
74
74
Aryan (Thailand) Co., Ltd.
Thailand
74
74
Armaan (Thailand) Co., Ltd.
Thailand
74
-
Indonesia
85
85
Malaysia
100
100
Malaysia
100
100
NAME OF SUBSIDIARY
RSH (Thailand) Co., Ltd. and its subsidiaries:
#
PT Gagan Indonesia
*
Armaan (M) Sdn. Bhd. and its subsidiary:
*
RSH Training Centre (M) Sdn. Bhd.
*
Gagan (Malaysia) Sdn. Bhd.
Malaysia
100
100
*
Ogaan Fashion (M) Sdn. Bhd.
Malaysia
100
100
*
Prasan Fashions (M) Sdn. Bhd.
Malaysia
100
100
^
RSH Distribution (India) Private Limited, S.S.S. Sports India Private Limited and RSH (Thailand) Co., Ltd. are
considered to be subsidiaries as the Group controls the composition of their boards of directors and management.
@
*
†
Audited
Audited
Audited
Audited
Audited
Audited
Audited
Audited
#
by
by
by
by
by
by
by
by
KPMG Singapore.
other member firms of KPMG International.
Ernst & Young, Brunei.
N.D. Kapur & Co., Delhi, India.
Moores Rowland Mazars, Hong Kong.
Kosasih & Nurdiyaman, Indonesia.
Somkiet & Co, Thailand.
Sam Nak-Ngan A.M.C Co., Ltd, Thailand.
062
www.rshlimited.com
7
ASSOCIATES
GROUP
COMPANY
2009
2008
$'000
$'000
2009
$'000
2008
$'000
6,135
(3,046)
4,415
(2,328)
3,717
-
1,997
-
At 1 April
Impairment charge for the year
-
-
(1,514)
(212)
(1,114)
(400)
At 31 March
-
-
(1,726)
(1,514)
Investment in associates
Share of net liabilities
Impairment losses
_________________________________________________________________________________________________
3,089
2,087
1,991
483
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Details of associates are as follows:
COUNTRY OF
INCORPORATION
NAME OF ASSOCIATE
iOM Holdings Pte Ltd
FAMAS Solutions Pte. Ltd.
Puma Sports Singapore Pte. Ltd.
Puma Sports Goods Sdn. Bhd.
Sephora Singapore Pte. Ltd.
EFFECTIVE EQUITY HELD
BY THE GROUP
2009
2008
%
%
Singapore
Singapore
Singapore
Malaysia
Singapore
20
49
40
40
40
20
49
40
40
-
During the year, the Group acquired 40% equity interest in Sephora Singapore Pte. Ltd., which was incorporated
during the financial year.
Following a review of the recoverable amount of the Company's investment in associates during the year, impairment
losses of $212,000 (2008: $400,000) were recognised to write down the cost of investment in associates to the
estimated net worth of these associates.
The summarised financial information of the associates (not adjusted for the percentage of ownership held by the
Group) is as follows:
ASSOCIATES
2009
$'000
2008
$'000
26,387
(19,132)
14,100
(8,944)
Assets and liabilities
Total assets
Total liabilities
_________________________________________________________________________________________________
7,255
5,156
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Results
Revenue
Loss after taxation
31,903
(1,536)
21,396
(782)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
063
www.rshlimited.com
8
LOAN TO A SUBSIDIARY
The $20 million fixed rate unsecured loan to a subsidiary matures on 31 March 2012. The effective interest rate
per annum at the balance sheet date is 2.8% (2008: 2.8%).
FACE
VALUE
$'000
Loan to a subsidiary
COMPANY
2009
CARRYING
FACE
AMOUNT
VALUE
$'000
$'000
20,000
18,410
2008
CARRYING
AMOUNT
$'000
20,000
17,908
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
9
DEFERRED TAX
Movements in deferred tax assets and liabilities of the Group (prior to offsetting of balances) during the year are
as follows:
GROUP
RECOGNISED
RECOGNISED
IN INCOME
IN INCOME
AT STATEMENT EXCHANGE
AT STATEMENT
1/4/2007 (NOTE 26) DIFFERENCE 31/3/2008 (NOTE 26)
$'000
$'000
$'000
$'000
$'000
EXCHANGE
AT
DIFFERENCE 31/3/2009
$'000
$'000
Deferred tax liabilities
Property, plant and equipment
1,438
222
(13)
1,647
(130)
(18)
1,499
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Deferred tax assets
Property, plant and equipment
(123)
73
(27)
(77)
-
(5)
(82)
Inventories
(84)
(79)
(1)
(164)
(15)
3
(176)
Trade and other receivables
(89)
(6)
(1)
(96)
94
1
(1)
Trade and other payables
(95)
(70)
(1)
(166)
158
-
(8)
Tax value of losses carried forward (557)
111
41
(405)
66
46
(293)
-
(40)
-
(40)
(2)
-
(42)
(263)
(133)
6
(390)
(160)
15
(535)
Tax value of wear and tear
allowances carried forward
Other items
_________________________________________________________________________________________________
(1,211)
(144)
17
(1,338)
141
60
(1,137)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
COMPANY
Deferred tax liabilities
Property, plant and equipment
13
(6)
-
7
21
-
28
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Deferred tax assets
Trade and other payables
(8)
(2)
-
(10)
(5)
-
(15)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
064
www.rshlimited.com
9
DEFERRED TAX (CONT’D)
Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred taxes relate to the same taxation authority. The amounts,
determined after appropriate offsetting, are as follows:
GROUP
COMPANY
2009
2008
$'000
$'000
2009
$'000
2008
$'000
Deferred tax liabilities
885
993
13
-
Deferred tax assets
523
684
-
3
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The following temporary differences have not been recognised:
GROUP
Deductible temporary differences
Tax losses
2009
$'000
2008
$'000
108
123
24,109
48,448
24,217
48,571
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective
countries in which certain subsidiaries operate. Deferred tax assets have not been recognised in respect of these
items because it is not probable that future taxable profit will be available against which the subsidiaries concerned
can utilise the benefit.
10
OTHER RECEIVABLE
Other receivable relates to sales proceeds receivable from the disposal of the freehold land and building in 2004.
Under the terms of the agreement, the buyer will pay the remaining proceeds of $5,000,000 and $7,200,000 in
December 2009 and December 2011 respectively.
The receivable was recognised initially at fair value and is subsequently measured at amortised cost using the
effective interest method.
GROUP
Other receivable
Unamortised fair value adjustment
2009
$'000
2008
$'000
12,200
12,200
(566)
(845)
_________________________________________________________________________________________________
11,634
11,355
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
065
www.rshlimited.com
11
TRADE AND OTHER RECEIVABLES
GROUP
Trade receivables
Allowance for doubtful debts
2009
$'000
2008
$'000
27,233
(690)
26,818
(1,583)
COMPANY
2009
2008
$'000
$'000
12
-
3
-
_________________________________________________________________________________________________
Deposits
Prepayments
Staff advances
Other receivables
Amounts due from:
- subsidiaries (trade)
- subsidiaries (non-trade)
- associates (trade)
- associates (non-trade)
- affiliates (non-trade)
Tax recoverable
26,543
26,215
8,519
549
2,082
25,235
24,340
6,530
354
4,951
12
138
25
165
38
3
149
22
217
21
33
73
100
241
86
198
1,378
191
392
31,250
33
133
-
628
23,926
4
-
_________________________________________________________________________________________________
64,355
63,263
32,186
24,970
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
An affiliate is an entity, other than a related corporation, in which the directors and/or shareholders of the Company
have substantial financial interests and may be able to exercise significant influence over the entity.
The non-trade amounts due from subsidiaries, associates and affiliates are unsecured, interest-free and repayable
on demand.
The Group's credit risk arises predominantly from its retail and wholesale customers.
Concentration of credit risk relating to wholesale customers is limited due to the Group's many varied customers.
These customers are internationally dispersed and sell in a variety of end markets. The Group's historical experience
in the collection of accounts receivable falls within the recorded allowances. Due to these factors, management
believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group's
trade receivables.
Concentration of credit risk relating to retail customers is limited due to the use of electronic payment networks
and credit cards as the primary mode of payment.
The maximum exposure to credit risk for trade and other receivables at the reporting date (by type of customer) is:
GROUP
Wholesale customers
Retail customers
Rental customers
Other receivable
2009
$'000
2008
$'000
23,834
2,697
12
11,634
23,088
2,144
3
11,355
COMPANY
2009
2008
$'000
$'000
12
-
3
-
_________________________________________________________________________________________________
38,177
36,590
12
3
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
066
www.rshlimited.com
11
TRADE AND OTHER RECEIVABLES (CONT’D)
The Group's most significant customer, an overseas retailer, accounts for $785,000 (2008: $778,000) of the trade
receivables' carrying amount as at 31 March 2009. The other receivable of $11,634,000 (2008: $11,355,000)
is due from the purchaser of the Group's freehold land and building.
The ageing of trade receivables at reporting date is:
GROUP
Not past due
Past due 0 - 60 days
Past due 61 - 365 days
More than one year
GROSS
2009
$'000
ALLOWANCE FOR
DOUBTFUL DEBTS
2009
$'000
GROSSD
2008
$'000
ALLOWANCE FOR
OUBTFUL DEBTS
2008
$'000
19,164
5,353
1,310
1,406
10
24
656
13,688
5,200
6,083
1,847
60
1,523
_________________________________________________________________________________________________
27,233
690
26,818
1,583
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
COMPANY
Not past due
12
-
3
-
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The change in allowance for doubtful debts in respect of trade receivables during the year is as follows:
GROUP
At 1 April
Allowance recognised
Bad debts written off
Translation difference
2009
$'000
2008
$'000
1,583
80
(912)
(61)
1,043
652
(68)
(44)
_________________________________________________________________________________________________
At 31 March
690
1,583
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Based on historical default rates, the Group believes that no impairment allowance is necessary in respect of trade
receivables not past due or past due up to 30 days. These receivables are mainly arising by customers that have
a good record with the Group.
12
DERIVATIVE FINANCIAL INSTRUMENTS
GROUP
Foreign exchange forward contracts and options
2009
$'000
2008
$'000
115
26
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The foreign exchange forward contracts will expire on 19 June 2009.
13
INVENTORIES
GROUP
2009
$'000
2008
$'000
Inventories
Goods in transit
Goods on consignment
156,456
4,624
6,101
132,695
4,524
4,448
Allowance for inventory obsolescence
167,181
(5,862)
141,667
(3,964)
161,319
137,703
_________________________________________________________________________________________________
_________________________________________________________________________________________________
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
067
www.rshlimited.com
14
OTHER FINANCIAL ASSET
GROUP
2009
$'000
2008
$'000
37
50
Trading equity securities - quoted
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
15
CASH AND CASH EQUIVALENTS
GROUP
Note
Fixed deposits with banks
Cash and bank balances
2009
$'000
2008
$'000
40,642
15,139
33,765
18,244
COMPANY
2009
2008
$'000
$'000
17,802
1,028
18,716
443
_________________________________________________________________________________________________
Bank overdrafts
18
55,781
(13,924)
52,009
(15,332)
18,830
-
19,159
-
_________________________________________________________________________________________________
41,857
36,677
18,830
19,159
––––––––––––––––––––––
Fixed deposits pledged to banks
(327)
(210)
41,530
36,467
_______________________________________________________________________
Cash and cash equivalents in
consolidated statement of
cash flows
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The effective interest rates per annum at the balance sheet date are as follows:
GROUP
Cash and cash equivalents,
excluding bank overdrafts
Bank overdrafts
2009
$'000
%
2008
$'000
%
0.1 - 9.0
4.3 - 21.0
0.7 - 9.5
4.5 - 13.5
COMPANY
2009
2008
$'000
$'000
%
%
0.1
-
0.7
-
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The interest rates reprice at intervals ranging from one day, one week, or one, three and six months.
16
SHARE CAPITAL
COMPANY
Fully paid ordinary shares, with no par value
At 1 April and 31 March
2009
Number of
shares
('000)
2008
Number of
shares
('000)
352,615
352,615
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual
assets.
Capital management
The primary objective of the Group's capital management is to maintain an adequate and efficient capital structure
so as to support its business and growth and enhance shareholders' value.
The Group regularly reviews and manages its capital structure, comprising shareholders' equity and borrowings,
to ensure optimal capital structure and shareholders' returns, taking into consideration operating cash flows,
capital expenditures, investment opportunities, gearing ratio and prevailing market interest rates. No changes
were made to the objectives, policies or processes of capital management during the years ended 31 March 2009
and 31 March 2008.
068
www.rshlimited.com
16
SHARE CAPITAL (CONT’D)
As disclosed in Note 17, a subsidiary of the Group is required by Article 255 of the UAE Commercial Companies
Law of 1984 to contribute and maintain a non-distributable statutory reserve fund whose utilisation is subject to
circumstances stipulated in the above-mentioned law. This externally imposed capital requirement has been
complied with by the subsidiary for financial years ended 31 March 2009 and 31 March 2008.
17
RESERVES
Statutory reserve
The statutory reserve represents 10% of the annual net profits of subsidiaries which are appropriated as required
under the legislation of their country of incorporation. The annual appropriation may be discontinued when the
reserve reaches 50% of the paid-up capital of the respective subsidiaries. The reserve is not available for distribution
except as stipulated by the law of their country of incorporation.
Capital reserves
GROUP
COMPANY
2009
2008
$'000
$'000
2009
$'000
2008
$'000
79
79
-
-
(5,000)
(955)
(5,000)
(955)
(5,000)
-
(5,000)
-
(5,876)
(5,876)
(5,000)
(5,000)
Capital reserves comprise:
Capital reserve on consolidation
Goodwill written off:
- arising from the acquisition
of the listing status
- on consolidation of subsidiaries
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Currency translation reserve
The currency translation reserve of the Group comprises foreign exchange differences arising from the translation
of the financial statements of foreign operations whose functional currencies are different from the functional
currency of the Company.
18
INTEREST-BEARING LIABILITIES
GROUP
Note
Non-current liabilities
Secured bank loans
Unsecured bank loans
Finance lease liabilities
2009
$'000
2008
$'000
15,006
2,881
155
1,862
4,237
253
COMPANY
2009
2008
$'000
$'000
69
97
_________________________________________________________________________________________________
18,042
6,352
69
97
_________________________________________________________________________________________________
Current liabilities
Bank overdrafts
Secured bank loans
Unsecured bank loans
Secured trust receipts
Unsecured trust receipts
Finance lease liabilities
15
13,924
19,173
4,900
22,640
71,788
212
15,332
18,095
4,266
18,556
77,598
238
29
29
_________________________________________________________________________________________________
132,637
134,085
29
29
_________________________________________________________________________________________________
Total borrowings
150,679
140,437
98
126
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
069
www.rshlimited.com
18
INTEREST-BEARING LIABILITIES (CONT’D)
The secured bank loans and trust receipts are secured on the following assets:
(a) Leasehold land and properties with net book value of $1.9 million as at 31 March 2009 (2008: $2.0 million);
(b) A fixed and floating charge over all present and future assets of a subsidiary to which the banking facilities
are granted; and
(c) Inventories and accounts receivables of certain subsidiaries in the Group to which banking facilities are granted.
Finance lease liabilities
At 31 March 2009, the Group and the Company have obligations under finance leases that are payable as follows:
PRINCIPAL
$'000
2009
INTEREST
$'000
PAYMENTS
$'000
PRINCIPAL
$'000
2008
INTEREST
$'000
PAYMENTS
$'000
212
25
237
238
42
280
155
23
178
253
37
290
367
48
415
491
79
570
GROUP
Repayable within 1 year
Repayable after 1 year
but within 5 years
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
COMPANY
Repayable within 1 year
Repayable after 1 year
but within 5 years
29
5
34
29
5
34
69
12
81
97
17
114
98
17
115
126
22
148
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The effective interest rates per annum at the balance sheet date for the finance lease obligations of the Group
and the Company are 2.8% - 12.0% (2008: 2.8%-10.4%) and 4.7% (2008: 4.7%) respectively. These leases carry
fixed interest rates.
Trust receipts
The effective interest rates per annum on the trust receipts at the balance sheet date are 1.8% - 10.3% (2008:
2.4% - 11.5%). The interest rates will reprice within 6 months of the balance sheet date.
Terms and debt repayment schedule
Terms and conditions of outstanding loans and borrowings are as follows:
NOMINAL
INTEREST
RATE
%
YEAR OF
MATURITY
2009
FACE CARRYING
VALUE
AMOUNT
$'000
$'000
2008
FACE CARRYING
VALUE
AMOUNT
$'000
$'000
GROUP
Secured bank loans:
- AUD floating rate loans
- INR floating rate loans
- RM fixed rate loans
- PHP floating rate loans
- USD floating rate loans
6.1
12.5
3.3
7.5 - 10.0
2010
2009
2010
2009 - 2013
7,551
6,400
1,407
18,821
7,551
6,400
1,407
18,821
9,080
7,200
594
136
2,947
9,080
7,200
594
136
2,947
Unsecured bank loans:
- RM fixed rate loans
- INR floating rate loans
- USD floating rate loans
3.6 - 4.5
12.5
-
2009 - 2013
2009
-
4,021
3,760
-
4,021
3,760
-
5,254
2,790
459
5,254
2,790
459
41,960
41,960
28,460
28,460
__________________________________________
––––––––––––––––––––––––––––––––––––––––––
070
www.rshlimited.com
18
INTEREST-BEARING LIABILITIES (CONT’D)
GROUP
Finance lease liabilities
Secured trust receipts
Unsecured trust receipts
Bank overdrafts
NOMINAL
INTEREST
RATE
%
YEAR OF
MATURITY
2.3 - 6.6
2.3 - 10.0
1.8 - 10.3
4.3 - 21.0
2009-2013
2009
2009
2009
2009
FACE CARRYING
VALUE
AMOUNT
$'000
$'000
415
22,640
71,788
13,924
2008
FACE CARRYING
VALUE
AMOUNT
$'000
$'000
367
22,640
71,788
13,924
570
18,556
77,598
15,332
491
18,556
77,598
15,332
__________________________________________
150,727
150,679
140,516
140,437
––––––––––––––––––––––––––––––––––––––––––
COMPANY
Finance lease liabilities
4.7
2012
115
98
148
126
––––––––––––––––––––––––––––––––––––––––––
The following are the expected contractual undiscounted cash inflows (outflows) of financial liabilities, including
interest payments and excluding the impact of netting agreements:
CARRYING
AMOUNT
CASH FLOWS
______________________________________ ______________________________________________________
GROUP
2009
Non-derivative financial liabilities
Variable interest rate loans
Fixed interest rate loans
Finance lease liabilities
Secured trust receipts
Unsecured trust receipts
Bank overdrafts
Trade and other payables
36,532
5,428
367
22,640
71,788
13,924
92,624
CONTRACTUAL
CASH FLOWS
$'000
WITHIN
1 YEAR
$'000
WITHIN
1 TO 5 YEARS
$'000
MORE
THAN
5 YEARS
$'000
(41,500)
(6,262)
(415)
(22,640)
(71,788)
(13,924)
(92,624)
(25,240)
(1,927)
(237)
(22,640)
(71,788)
(13,924)
(92,624)
(16,260)
(4,335)
(178)
-
-
______________________________________ ______________________________________________________
243,303
(249,153)
(228,380)
(20,773)
-
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––
2008
Non-derivative financial liabilities
Variable interest rate loans
Fixed interest rate loans
Finance lease liabilities
Secured trust receipts
Unsecured trust receipts
Bank overdrafts
Trade and other payables
22,612
5,848
491
18,556
77,598
15,332
92,735
(26,995)
(6,623)
(570)
(18,556)
(77,598)
(15,332)
(92,735)
(25,406)
(1,348)
(280)
(18,556)
(77,598)
(15,332)
(92,735)
(1,589)
(5,108)
(290)
-
(167)
-
______________________________________ ______________________________________________________
233,172
(238,409)
(231,255)
(6,987)
(167)
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––
071
www.rshlimited.com
18
INTEREST-BEARING LIABILITIES (CONT’D)
CARRYING
AMOUNT
CASH FLOWS
______________________________________ ______________________________________________________
CONTRACTUAL
CASH FLOWS
$'000
WITHIN
1 YEAR
$'000
WITHIN
1 TO 5 YEARS
$'000
MORE
THAN
5 YEARS
$'000
98
1,279
(115)
(1,279)
(34)
(1,279)
(81)
-
-
1,377
(1,394)
(1,313)
(81)
-
COMPANY
2009
Finance lease liabilities
Trade and other payables
______________________________________ ______________________________________________________
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––
2008
Finance lease liabilities
Trade and other payables
126
1,534
(148)
(1,534)
(34)
(1,534)
(114)
-
-
1,660
(1,682)
(1,568)
(114)
-
______________________________________ ______________________________________________________
–––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––
19
OTHER PAYABLES
GROUP
Sundry creditors
Deferred lease benefits
2009
$'000
2008
$'000
3,105
22
3,275
75
_________________________________________________________________________________________________
3,127
3,350
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
20
OTHER PROVISIONS
GROUP
Non-current
Provision for reinstatement costs
2009
$'000
2008
$'000
1,355
1,012
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Current
Provision for consignment loss
167
470
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Movements in provisions are as follows:
PROVISION FOR
REINSTATEMENT COSTS
2009
2008
$'000
$'000
At 1 April
Provisions made during the year
Provisions utilised during the year
Translation differences
1,012
536
(183)
(10)
1,190
245
(374)
(49)
PROVISION FOR
CONSIGNMENT LOSS
2009
2008
$'000
$'000
470
212
(522)
7
160
574
(254)
(10)
_________________________________________________________________________________________________
At 31 March
1,355
1,012
167
470
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Reinstatement costs
The provision for reinstatement costs relates primarily to costs of dismantlement, removal or restoration of stores
upon termination/non-renewal of leases.
072
www.rshlimited.com
20
OTHER PROVISIONS (CONT’D)
Consignment loss
The provision for consignment loss is made for the possible liability for stock losses upon return of consignment
inventories to the consignor. The provision is estimated based on historical consignment losses data.
21
TRADE AND OTHER PAYABLES
GROUP
Trade payables
Accruals
Deposits received
Other payables
Deferred income
Deferred lease benefit
Amounts due to:
- associates
- trade
- non-trade
- subsidiaries (non-trade)
- affiliates (non-trade)
- other key management personnel
(non-trade)
COMPANY
2009
2008
$'000
$'000
2009
$'000
2008
$'000
51,378
26,165
262
11,814
792
590
51,055
24,545
395
12,988
1,175
681
63
792
125
298
-
162
969
243
159
-
1,137
209
-
1,215
319
220
1
-
1
-
277
142
-
-
92,624
92,735
1,279
1,534
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The non-trade amounts due to associates, subsidiaries, affiliates and other key management personnel are interestfree and repayable on demand.
22
SEGMENT REPORTING
Segment information is presented in respect of the Group's business and geographical segments. The primar y
format, business segments, is based on the Group's management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Inter-segment pricing is determined on mutually agreed terms.
The Group's main business segments are:
Retail
Retailing of fashion, sports, golf and active lifestyle products including footwear,
apparel, accessories and equipment.
Distribution
Distribution of fashion, sports, golf and active lifestyle products including footwear,
apparel, accessories and equipment.
The Group's main geographical segments are in Asia Pacific and Middle East. In presenting information on the
basis of geographical segments, segment revenue is based on geographical location of customers. Segment assets
are based on the geographical location of the assets.
073
www.rshlimited.com
22
SEGMENT REPORTING (CONT’D)
Business Segments
2009
Revenue and expenses
Total revenue from
external customers
Inter-segment revenue
RETAIL
$'000
DISTRIBUTION
$'000
OTHERS
$'000
ELIMINATIONS
$'000
TOTAL
$'000
667,795
-
103,505
51,029
1,801
19,869
(70,898)
773,101
-
_________________________________________________________________________________________________
Total revenue
-
154,534
21,670
(70,898)
773,101
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Segment results
48,921
25,355
(5,505)
-
68,771
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Unallocated other income
Unallocated expenses
1,793
(38,648)
_________
Profit from operations
Net finance expenses
Share of loss of associates, net of tax
Income tax expense
Minority interests
31,916
(7,758)
(707)
(7,005)
(292)
_________
Profit for the year
16,154
–––––––––
Assets and liabilities
Segment assets
Investment in associates
Unallocated assets
235,223
57,903
14,142
-
307,268
3,089
85,090
_________
Total assets
395,447
–––––––––
Segment liabilities
Unallocated liabilities
117,291
27,531
259
-
145,081
107,403
_________
Total liabilities
252,484
–––––––––
2008
Revenue and expenses
Total revenue from
external customers
Inter-segment revenue
639,589
-
92,290
45,735
2,383
21,533
(67,268)
734,262
-
_________________________________________________________________________________________________
Total revenue
639,589
138,025
23,916
(67,268)
734,262
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Segment results
44,529
21,636
(5,768)
-
60,397
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Unallocated other income
Unallocated expenses
11,311
(37,733)
_________
Profit from operations
Net finance expenses
Share of loss of associates, net of tax
Income tax expense
Minority interests
33,975
(9,298)
(360)
(9,762)
(827)
_________
Profit for the year
13,728
–––––––––
074
www.rshlimited.com
22
SEGMENT REPORTING (CONT’D)
Business Segments
2008
Assets and liabilities
Segment assets
Investment in associates
Unallocated assets
RETAIL
$'000
DISTRIBUTION
$'000
OTHERS
$'000
ELIMINATIONS
$'000
TOTAL
$'000
212,085
52,252
14,947
-
279,284
2,087
96,085
_________
Total assets
377,456
–––––––––
Segment liabilities
Unallocated liabilities
138,951
26,387
1,150
-
166,488
77,798
_________
Total liabilities
244,286
–––––––––
2009
Non-cash expenses
Amortisation
Unallocated impairment
246
-
-
-
-
Total amortisation and
impairment of intangible
assets
246
9,997
_________
10,243
–––––––––
Depreciation
21,904
572
205
-
Unallocated depreciation
22,681
1,881
_________
Total depreciation
24,562
–––––––––
Capital expenditure
Capital expenditure
Unallocated capital expenditure
29,989
719
57
-
30,765
1,582
_________
Total capital expenditure
32,347
–––––––––
2008
Non-cash expenses
Amortisation
Unallocated impairment
397
-
-
-
-
Total amortisation and
impairment of intangible
assets
397
11,666
_________
12,063
–––––––––
Depreciation
Unallocated depreciation
21,544
434
230
-
22,208
1,865
_________
Total depreciation
24,073
–––––––––
Capital expenditure
Capital expenditure
Unallocated capital expenditure
26,777
802
2
-
27,581
2,448
_________
Total capital expenditure
30,029
–––––––––
075
www.rshlimited.com
22
SEGMENT REPORTING (CONT’D)
Geographical Segments
2009
Total revenue from
external customers
SOUTH-EAST
ASIA
$'000
NORTH
ASIA
$'000
SOUTH
ASIA
$'000
MIDDLE
EAST
$'000
SOUTH
PACIFIC
$'000
TOTAL
$'000
451,840
66,595
16,496
156,816
81,354
773,101
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Total assets
150,209
15,113
4,642
110,973
26,331
307,268
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Amortisation and
impairment of intangible
assets
125
62
-
20
10,036
10,243
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Depreciation
13,738
1,260
184
4,861
4,519
24,562
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Capital expenditure
6,712
1,302
63
20,826
3,444
32,347
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2008
Total revenue from
external customers
448,397
69,083
20,953
118,208
77,621
734,262
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Total assets
168,410
13,524
11,080
56,357
29,913
279,284
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Amortisation and
impairment of intangible
assets
141
89
1,602
21
10,210
12,063
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Depreciation
14,207
1,554
204
3,448
4,660
24,073
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Capital expenditure
17,310
703
684
6,699
4,633
30,029
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
23
REVENUE
GROUP
Sales of goods
Rental income
Others
2009
$'000
2008
$'000
771,986
1,115
-
732,868
1,074
320
773,101
734,262
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
24
FINANCE INCOME AND EXPENSES
GROUP
Interest income:
- financial institutions
- financial asset measured at amortised cost
2009
$'000
2008
$'000
1,004
285
574
272
_________________________________________________________________________________________________
1,289
846
________________________________________________________________________________________________
076
www.rshlimited.com
24
FINANCE INCOME AND EXPENSES (CONT’D)
GROUP
Interest expenses:
- bank overdrafts
- trust receipts
- finance lease liabilities
- bank loans
2009
$'000
2008
$'000
(2,002)
(4,029)
(32)
(2,984)
(2,571)
(4,775)
(39)
(2,759)
_________________________________________________________________________________________________
(9,047)
(10,144)
_________________________________________________________________________________________________
Net finance expenses recognised in income statement
(7,758)
(9,298)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
25
PROFIT FOR THE YEAR
The following items have been included in arriving at profit for the year:
GROUP
Waiver of bank loan and interest
Allowance for inventory obsolescence
Bad debts written off (trade)
Bad debts recovered (trade)
Fair value change in securities
Exchange loss/(gain), net
Loss on disposal of property, plant and equipment
Non-audit fees paid to:
- auditors of the Company
- other auditors
Operating lease expenses
- fixed rent
- variable rent
Property, plant and equipment written off
Provision for consignment losses
Allowance for doubtful debts
Contributions to defined contribution plans
2009
$'000
2,441
18
(6)
13
378
456
2008
$'000
(10,064)
1,665
(4)
9
(2,679)
537
85
49
80
35
118,884
9,390
1,456
212
85
7,327
115,052
9,382
1,089
574
669
6,850
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
26
INCOME TAX EXPENSE
GROUP
Current tax expense
Current year
(Over)/Under provision in prior years
2009
$'000
2008
$'000
7,733
(739)
9,599
85
_________________________________________________________________________________________________
Deferred tax expense
Origination and reversal of temporary differences
Reduction in tax rate
Under/(Over) provision in prior years
6,994
9,684
(65)
(7)
83
252
(13)
(161)
_________________________________________________________________________________________________
11
78
_______________________________________________________________________________________________
Total income tax expense
7,005
9,762
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
077
www.rshlimited.com
26
INCOME TAX EXPENSE (CONT’D)
GROUP
Reconciliation of effective tax rate
Profit for the year
Total income tax expense
2009
$'000
2008
$'000
16,446
7,005
14,555
9,762
_________________________________________________________________________________________________
Profit before income tax
23,451
24,317
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Income tax using Singapore tax rate at 17% (2008: 18%)
Effect of tax rates in foreign jurisdictions
Effect of change in rate
Expenses not deductible for tax purposes
Tax exempt revenue
Effects of utilisation of previously unrecognised tax losses
and temporary differences
Tax benefits not recognised
Overprovision in prior years
Tax deducted at source on foreign sourced income
Others
3,987
(5,838)
(7)
4,430
(711)
4,377
(4,374)
(13)
5,934
(560)
5,573
(656)
239
(12)
(210)
4,384
(76)
349
(49)
_________________________________________________________________________________________________
7,005
9,762
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
27
EARNINGS PER SHARE
GROUP
Basic and diluted earnings per share is based on:
Net profit attributable to ordinary shareholders
2009
$'000
2008
$'000
16,154
13,728
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Weighted average number of shares outstanding
during the year (in thousand)
No. of shares
No. of shares
352,615
352,615
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
28
SIGNIFICANT RELATED PARTY TRANSACTIONS
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has
the ability, directly or indirectly, to control the party or exercise significant influence over the party in making
financial and operating decisions, or vice versa, or where the Group and the party are subject to common control
or common significant influence. Related parties may be individuals or entities.
Other than those disclosed elsewhere in the financial statements, during the financial year, the Group had the
following significant related party transactions entered into at arm's length and on normal commercial terms:
GROUP
Key management remuneration:
- short-term employee benefits
- post-employment benefits
2009
$'000
2008
$'000
4,870
67
5,447
61
4,937
5,508
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
078
www.rshlimited.com
28
SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)
GROUP
2009
$'000
2008
$'000
(415)
447
-
(474)
892
1,490
Sales
Purchases
35
(4,260)
448
(5,072)
Affiliates
Lease of premises from affiliates
Purchases from affiliates
Sales to affiliates
Sale of assets to affiliates
(4,017)
(284)
65
-
(796)
320
666
449
482
Associates
Services rendered by an associate
Services rendered to associates
Sales of fixed assets to associates
Lease of premises from director
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
29
COMMITMENTS
(a) At 31 March 2009, the Group has commitments for future minimum lease payments under non-cancellable
operating leases as follows:
GROUP
Payable:
- Within 1 year
- After 1 year but within 5 years
- After 5 years
2009
$'000
2008
$'000
115,467
222,448
42,800
109,850
172,189
43,845
_________________________________________________________________________________________________
380,715
325,884
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
The Group leases a number of retail outlet facilities under operating leases. The leases typically run for an initial
period of one to five years. The Group may be required to make additional lease payments based on revenue
achieved.
In addition, in conjunction with the sale and leaseback agreement with HSBC Institutional Trust Services (Singapore)
Limited, acting as trustee of Ascendas Real Estate Investment Trust, for the freehold land and building known
as Wisma Gulab which is occupied by the Company as its headquarters and by certain subsidiaries for its Singapore
and Asia Pacific operations, the Company has entered into an agreement to lease Wisma Gulab for a period of
15 years from December 2004 with an option to renew for a further five years.
(b) The Company had sub-leased out certain units in Wisma Gulab. At 31 March 2009, non-cancellable operating
lease rentals were receivable as follows:
GROUP
Receivable:
- Within 1 year
- After 1 year but within 5 years
2009
$'000
2008
$'000
COMPANY
2009
2008
$'000
$'000
2,549
589
2,658
191
2,549
589
2,658
191
_________________________________________________________________________________________________
3,138
2,849
3,138
2,849
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
079
www.rshlimited.com
29
COMMITMENTS (CONT’D)
(c) At 31 March 2009, the Group has the following capital commitments:
GROUP
2009
$'000
1,174
13,992
Contracted but not provided for
Approved but not contracted for
2008
$'000
1,937
12,298
_________________________________________________________________________________________________
15,166
14,235
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
30
ACQUISITION OF ADDITIONAL INTEREST IN A SUBSIDIARY
During the year, the Group increased its shareholdings in Progolf International (L.L.C.) by acquiring the remaining
25% that it did not own. Following the acquisition, Progolf International (L.L.C.) became a wholly owned subsidiary
of the Group.
The effects of the acquisition are as follows:
2009
$'000
Carrying amounts and recognised values
Property, plant and equipment
Inventories
Trade and other receivables
Cash at bank (net of overdraft)
Trade and other payables
Bank borrowings
194
1,534
669
(22)
(622)
(313)
_________________________________________________________________________________________________
1,440
_________________________________________________________________________________________________
Purchase consideration
1,440
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31
FINANCIAL RISK MANAGEMENT
Overview
Risk management is integral to the whole business of the Group. The Group has a system of controls in place to
create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The
management continually monitors the Group's risk management process to ensure that an appropriate balance
between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group's activities.
The Audit Committee oversees how management monitors compliance with the Group's risk management policies
and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the
Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both
regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the
Audit Committee.
Credit risk
Credit risk is the potential financial loss resulting from failure of a customer or counterpar ty in settling their
financial and contractual obligations to the Group, as and when they fall due.
The Group's primary exposure to credit risk arises through its trade receivables. The management has a credit
policy in place and exposure to credit risk is monitored on an ongoing basis. Refer to Note 11 for additional
information. Other financial assets of the Group with exposure to credit risk include cash and fixed deposits that
are placed with financial institutions which are regulated.
080
www.rshlimited.com
31
FINANCIAL RISK MANAGEMENT (CONT’D)
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by the
management to finance the Group's operations and to mitigate the effects of fluctuations in cash flows. Typically
the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of
60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances
that cannot reasonably be predicted, such as natural disasters.
Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity
prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters, while optimising
the return on risk.
Interest rate risk
The Group's exposure to changes in interest rates relates primarily to interest-earning financial assets and interestbearing financial liabilities. Interest rate risk is managed by the Group on an ongoing basis with the primar y
objective of limiting the extent to which net interest expense could be affected from an adverse movement in
interest rates.
Sensitivity analysis
For the variable rate instruments, a change of 100 bp in interest rate at the repor ting date would increase
(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
foreign currency rates, remain constant.
PROFIT OR LOSS
100 BP
100 BP
INCREASE
DECREASE
$'000
$'000
GROUP
31 March 2009
Variable rate liabilities
(505)
505
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31 March 2008
Variable rate liabilities
(379)
379
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Foreign currency risk
The Group incurs foreign currency risk mainly on purchases and borrowings that are denominated primarily in Euro
and the United States dollar.
Exposure to currency risk is monitored on an ongoing basis and the Group endeavours to keep the net exposure
at an acceptable level. When necessary, the Group will consider using forward exchange contracts to hedge its
foreign currency risk.
At 31 March 2009, the Group has outstanding forward exchange and options contracts with notional amounts
of approximately $4,341,000 (2008: $2,178,000) and Nil (2008: $Nil) respectively. Based on market forward
rates prevailing at the balance sheet date for similar transactions, the Group would receive approximately $115,000
(2008: $26,000) if the contracts were terminated at that date (Note 12).
The Group's and Company's exposures to foreign currency are as follows:
SINGAPORE
DOLLAR
$'000
GROUP
Trade and other receivables
Cash and cash equivalents
Interest-bearing liabilities
Financial derivatives
Trade and other payables
31 MARCH 2009
US
DOLLAR
$'000
EURO
$'000
SINGAPORE
DOLLAR
$'000
31 MARCH 2008
US
DOLLAR
$'000
EURO
$'000
113
34
(2,248)
(11,142)
408
6,728
(6,432)
(6,738)
(409)
115
(14,245)
1,306
(1,277)
(26,509)
3,720
5,603
(5,924)
(18,314)
1
26
(15,489)
(13,243)
(6,034)
(14,539)
(26,480)
(14,915)
(15,462)
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
COMPANY
Cash and cash equivalents
-
-
-
-
14
-
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
081
www.rshlimited.com
31
FINANCIAL RISK MANAGEMENT (CONT’D)
Sensitivity analysis
A 10% strengthening of Singapore dollar against the following currencies at the reporting date would increase
(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates, remain constant.
GROUP
31 March 2009
Profit or loss
US DOLLAR
$'000
EURO
$'000
603
1,454
COMPANY
US DOLLAR
EURO
$'000
$'000
-
-
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31 March 2008
Profit or loss
1,491
1,546
(1)
-
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
A 10% weakening of Singapore dollar against the above currencies would have had the equal but opposite effect
on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Estimation of fair values
The methodologies and assumptions used in the estimation of fair values depend on the terms and risk characteristics
of the various instruments and include the following:
The following summarises the significant methods and assumptions used in estimating the fair values of financial
instruments of the Group and Company.
Financial instruments for which fair value is equal to the carrying value
These financial instruments include trade and other receivables, cash and cash equivalents, trade and other
payables and current portions of interest-bearing liabilities. The carrying values of these financial instruments are
an approximation of the fair values because they are short-term in nature or repriceable.
Forward exchange contracts and options and quoted equity investments
The fair values are based on quoted market prices at the balance sheet date.
Non-current financial assets and liabilities
Fair value is calculated using discounted cash flow models, with the discount rate determined based on benchmark
rates for instruments with similar maturity and repricing plus a credit spread. In determining the applicable credit
spread, reasonable effor ts have been made to determine whether there has been a change in the credit risk
associated with the financial asset or financial liability.
There are no financial instruments measured at fair value using a valuation technique that is not supported by
observable market prices or rates at the balance sheet date.
At the balance sheet date, the fair values of financial assets and liabilities approximate their carrying amounts.
32
CONTINGENT LIABILITIES
Guarantees given by the Company to bankers for facilities granted to subsidiaries as at 31 March 2009 was
$333,821,000 (2008: $313,948,000).
33
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
The Group has not applied the following accounting standards (including its consequential amendments) and
interpretations that have been issued as of the balance sheet date but are not yet effective:
*
*
*
*
*
FRS 1 (revised 2008) Presentation of Financial Statements
FRS 23 (revised 2007) Borrowing Costs
Amendments to FRS 101 First-time Adoption of Financial Reporting Standards and FRS 27 Consolidated and
Separate Financial Statements - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
FRS 108 Operating Segments
Improvements to FRSs 2008
082
www.rshlimited.com
33
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (CONT’D)
FRS 1 (revised 2008) will become effective for the Group's financial statements for the year ending 31 March
2010. The revised standard requires an entity to present, in a statement of changes in equity, all owner changes
in equity. All non-owner changes in equity (i.e. comprehensive income) are required to be presented in one statement
of comprehensive income or in two statements (a separate income statement and a statement of comprehensive
income). Components of comprehensive income are not permitted to be presented in the statement of changes
in equity. In addition, a statement of financial position is required at the beginning of the earliest comparative
period following a change in accounting policy, the correction of an error or the reclassification of items in the
financial statements. FRS 1 (revised 2008) does not have any impact on the Group's financial position or results.
FRS 23 (revised 2007) will become effective for the Group's financial statements for the year ending 31 March
2010. FRS 23 (revised 2007) removes the option to expense borrowing costs and requires an entity to capitalise
borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part
of the cost of that asset.
The amendments to FRS 101 and FRS 27 on the cost of an investment in a subsidiary, jointly controlled entity
or associate will become effective for the Company's financial statements for the year ending 31 March 2010.
The amendments remove the definition of "cost method" currently set out in FRS 27, and instead require an entity
to recognise all dividend from a subsidiary, jointly controlled entity or associate as income in its separate financial
statements when its right to receive the dividend is established. The application of these amendments is not
expected to have any significant impact on the Company's financial statements.
The amended FRS 27 requires accounting for changes in ownership interests by the Group in a subsidiary, while
maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, any
interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit
or loss. The amendments to FRS 27 are not expected to have a significant impact on the Group's financial
statements.
FRS 108 will become effective for financial statements for the year ending 31 March 2010. FRS 108, which
replaces FRS 14 Segment Reporting, requires identification and reporting of operating segments based on internal
reports that are regularly reviewed by the Group's chief operating decision maker in order to allocate resources
to the segment and to assess its performance. Currently, the Group presents segment information in respect of
its business and geographical segments (see Note 22). Under FRS 108, the Group will present segment information
in respect of its operating segments.
Other than FRS 1 (revised 2008), FRS 108 and improvements to FRSs 2008, the initial application of these
standards (and its consequential amendments) and interpretations is not expected to have any material impact
on the Group's financial statements. The Group has not considered the impact of accounting standards issued
after the balance sheet date.
083
www.rshlimited.com
Supplementary information
(SGX Listing Manual disclosure requirements)
1 Directors' remuneration
Company's directors receiving remuneration from the Group:
NO. OF DIRECTORS
2009
2008
Remuneration of:
$500,000 and above
Below $250,000
0
6
1
6
6
7
_________________________________________________________________________________________________
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2 Interested person transactions
AGGREGATE VALUE OF
ALL INTERESTED PERSON
TRANSACTIONS DURING THE
FINANCIAL YEAR UNDER
REVIEW (EXCLUDING
TRANSACTIONS LESS THAN
$100,000 AND
TRANSACTIONS CONDUCTED
UNDER SHAREHOLDERS'
MANDATE PURSUANT
TO RULE 920)
AGGREGATE VALUE OF ALL
INTERESTED PERSON
TRANSACTIONS
CONDUCTED UNDER
SHAREHOLDERS'
MANDATE PURSUANT TO
RULE 920 (EXCLUDING
TRANSACTIONS LESS
THAN $100,000)
2009
$'000
2008
$'000
2009
$'000
2008
$'000
Transaction for the lease of premises from:
H.E. Mohamed Ali Rashed Alabbar
Emaar Properties PJSC
Aryan Lifestyle Private Limited
-
-
449
3,882
135
482
735
-
Purchase of goods from:
Aryan Lifestyle Private Limited
-
-
284
-
Sale of goods to:
Aryan Lifestyle Private Limited
-
-
-
320
Sale of assets to:
Aryan Lifestyle Private Limited
-
666
-
-
The supplementary information above does not form part of the financial statements.
084
www.rshlimited.com
STATISTICS OF SHAREHOLDINGS AS AT 22 JUNE 2009
Number of shares
Issued & Fully Paid-up capital
Class of Shares
Voting Rights
:
:
:
:
352,615,479 ordinary shares
S$100,259,677.94
Ordinary shares each fully paid up
1 vote per ordinary share
ANALYSIS OF SHAREHOLDINGS
SIZE OF
NO. OF
% OF
NO. OF
% OF ISSUED
SHAREHOLDINGS
SHAREHOLDERS SHAREHOLDERS
SHARES
SHARE CAPITAL
_________________________________________________________________________________________________
1 to 999
1,000 to 10,000
10,001 to 1,000,000
1,000,001 AND ABOVE
2,189
108
18
8
94.23
4.65
0.78
0.34
99,656
286,530
1,555,278
350,674,015
0.03
0.08
0.44
99.45
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Total
2,323
100.00
352,615,479
100.00
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
SHAREHOLDINGS IN THE HANDS OF THE PUBLIC AS AT 22 JUNE 2009
Percentage of shareholdings held in the hands of the public is 10.15% and hence Rule 723 of the Listing Manual is
complied with.
TOP 20 SHAREHOLDERS
NAME OF SHAREHOLDERS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
DB NOMINEES (S) PTE LTD
FALCON INVESTMENT (FZC)
BUKHARY EQUITY SDN BHD
ABDULAZIZ H.A.Y. AL ROUMI
TARIQ AHMAD ABDULRAHIM BAKER
DBS VICKERS SECS (S) PTE LTD
TRANS WORLD INVESTMENTS LLC
ETJAR INVESTMENT LLC
CITIBANK NOMS S'PORE PTE LTD
PT. SHOWPLA INDO
QIAN HUI MANUFACTURING (S) PTE LTD
ICICI LIMITED
STATE BANK OF INDIA
PHILLIP SECURITIES PTE LTD
ITOCHU (THAILAND) LTD
PT BANK DAI-ICHI KANGYO INDONESIA
ASAHI CHEMICAL INDUSTRY CO. LTD
JENNY PRAWESTI
ITOCHU CORPORATION
CHUNG LEE PING
HEMLATA PATHELA
KIEW HWEE CHING
TAN ENG KIAT
SHOWPLA HONG KONG LTD
NO. OF SHARES
% OF ISSUED SHARE CAPITAL
216,169,245
70,048,133
30,620,044
11,000,000
10,500,000
6,522,159
3,834,935
1,979,499
300,000
295,900
240,900
237,600
132,000
107,179
54,000
41,800
36,259
20,000
14,503
11,000
11,000
11,000
11,000
11,000
61.30
19.87
8.68
3.12
2.98
1.85
1.09
0.56
0.09
0.08
0.07
0.07
0.04
0.03
0.02
0.01
0.01
0.01
0.00
0.00
0.00
0.00
0.00
0.00
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
TOTAL
352,209,156
99.88
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
085
www.rshlimited.com
SUBSTANTIAL SHAREHOLDERS AS AT 22 JUNE 2009
(As shown in the Register of Substantial Shareholders)
SUBSTANTIAL
SHAREHOLDERS
SHAREHOLDING
REGISTERED IN
THE NAME OF
THE SUBSTANTIAL
SHAREHOLDERS
SHAREHOLDING
HELD BY THE
SUBSTANTIAL
SHAREHOLDERS
IN THE NAME OF
NOMINEES
SHAREHOLDING
IN WHICH THE
SUBSTANTIAL
SHAREHOLDERS
ARE DEEMED TO
BE INTERESTED
PERCENTAGE
OF ISSUED
TOTAL
SHARES
_________________________________________________________________________________________________
Golden Ace Pte. Ltd.
-
216,169,245
-
216,169245
61.30%
Golden Focus Pte. Ltd.
-
-
216,169,245
216,169,245
61.30%
MGF Retail Private Limited
-
-
216,169,245
216,169,245
61.30%
Shravan Gupta
-
-
216,169,245
216,169,245
61.30%
Emaar Retail LLC
-
-
216,169,245
216,169,245
61.30%
Emaar Malls Group LLC
-
-
216,169,245
216,169,245
61.30%
Emaar Properties PJSC
-
-
216,169,245
216,169,245
61.30%
Emirates Property
Holdings Limited
-
-
216,169,245
216,169,245
61.30%
Emaar Investment
Holding LLC
-
-
216,169,245
216,169,245
61.30%
DB Trustees
(Hong Kong) Limited
and Deutsche Bank AG
-
-
216,169,245
216,169,245
61.30%
Standard Chartered Bank
-
-
216,169,245
216,169,245
61.30%
H.E. Mohamed Ali
Rashed Alabbar
-
-
70,048,133
70,048,133
19.87%
Falcon Investment (FZC)
70,048,133
-
-
70,048,133
19.87%
Bukhary Equity Sdn Bhd
30,620,044
-
-
30,620,044
8.68%
086
www.rshlimited.com
14 July 2009
BOARD OF DIRECTORS
REGISTERED OFFICE:
Mohamed Ali Rashed Alabbar (Non-Executive Chairman)
Vinod Kumar Gomber (Executive Director)
Shravan Gupta (Non-Executive Director)
Basil Chan (Independent Director)
Lew Syn Pau (Independent Director)
Ng Boon Yew (Non-Executive Director)
Low Ping (Alternate Director to Mohamed Ali Rashed Alabbar)
Sanjay Malhotra (Alternate Director to Shravan Gupta)
190 MacPherson Road
#07-08 Wisma Gulab
Singapore 348548
To: The Shareholders of RSH Limited
Dear Sir/Madam
RENEWAL OF SHAREHOLDERS’ MANDATE
1.
BACKGROUND
We refer to (a) the Notice of Annual General Meeting of RSH Limited (the "Company") dated 14 July 2009
(the "Notice") accompanying the Annual Repor t for the financial year ended 31 March 2009, convening the
Thir ty-First Annual General Meeting ("AGM") of the Company to be held on 30 July 2009, and (b) Ordinar y
Resolution 6 under the heading "Special Business" set out in the notice.
2.
SHAREHOLDERS’ MANDATE
At the Annual General Meeting ("AGM") of the Company held on 28 July 2008, approval of the Shareholders was
obtained for, inter alia, the renewal of a shareholders' mandate (the "Shareholders Mandate") to enable the
Company, its subsidiaries and associated companies which are considered to be "entities at risk" within the
meaning of Rule 904(2) of the listing manual (the "Listing Manual") of the Singapore Exchange Securities Trading
Limited ("SGX-ST"), in their ordinary course of businesses, to enter into categories of transactions with specified
classes of the Company's interested persons, provided that such transactions are carried out on normal commercial
ter ms, and not prejudicial to the interests of the Company and its minority shareholders.
3.
PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATE
The Shareholders' Mandate was expressed to take effect until the conclusion of the next AGM of the Company,
being the Thirty-First AGM which is scheduled to be held on 30 July 2009. Accordingly, the Directors propose that
the Shareholders' Mandate be renewed at the Thirty-First AGM, to continue in force until the Thirty-Second AGM
of the Company.
The particulars of the interested person transactions in respect of which the Shareholders' Mandate is sought to
be renewed remain unchanged.
4.
DETAILS OF THE SHAREHOLDERS’ MANDATE
Details of the Shareholders' Mandate, including the rationale for, and the benefits to, the Company, the review
procedures for determining transaction prices with interested persons and other general information relating to
Chapter 9 of the Listing Manual, are set out in the Appendix to this Letter.
087
www.rshlimited.com
5.
AUDIT COMMITTEE STATEMENT
The Audit Committee confirms that:
(a) the methods or procedures for determining the transaction prices under the Shareholders Mandate have not
changed since the 2008 AGM; and
(b) the methods or procedures referred to in paragraph 5(a) above are sufficient to ensure that the transactions
will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and
its minority Shareholders.
(c) The Company will obtain a fresh mandate from the shareholders if the methods or procedures for determining
transaction prices referred to in paragraph 5(a) above become inappropriate.
6.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
The interests of the Directors and substantial shareholders in the Company's shares as at 22 June 2009, being
the latest practicable date prior to the printing of this Letter were as follows:-
DIRECT INTEREST
(1)
NO. OF SHARES
%
NAME OF DIRECTORS
Mohamed Ali Rashed Alabbar
-
-
DEEMED INTEREST (1)
NO. OF SHARES
%
70,048,133
19.87
(2)
Shravan Gupta
-
-
216,169,245
61.30
Vinod Kumar Gomber
-
-
-
-
Basil Chan
-
-
-
-
Lew Syn Pau
-
-
-
-
Ng Boon Yew
-
-
-
-
Notes:
(1) Based on total issued and paid-up ordinary share capital comprising 352,615,479 shares as at the Latest Practicable Date.
(2) Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. Under Section 7 of the Companies Act by virtue of his
interest in MGF Retail, which is deemed to have an interest in Golden Focus Pte. Ltd., which in turn is deemed to have an interest
in Golden Ace Pte. Ltd.
SUBSTANTIAL SHAREHOLDER
DIRECT INTEREST (1)
NO. OF SHARES
%
DEEMED INTEREST (1)
NO. OF SHARES
%
Falcon Investment (FZC)
70,048,133
19.87
-
Bukhary Equity Sdn Bhd
30,620,044
8.68
-
Golden Ace Pte. Ltd.
-
-
216,169,245
Golden Focus Pte. Ltd.
-
-
216,169,245
Emaar Retail LLC
-
-
216,169,245
MGF Retail Private Limited
-
Emaar Malls Group LLC
-
Shravan Gupta
-
-
216,169,245
216,169,245
216,169,245
Emaar Properties PJSC
-
-
216,169,245
DB Trustees (Hong Kong) Limited
and Deutsche Bank AG
-
-
216,169,245
Standard Chartered Bank
-
-
216,169,245
Emirates Property Holdings Limited
-
Emaar Investment Holding LLC
-
H.E. Mohamed Ali Rashed Alabbar
-
088
www.rshlimited.com
-
216,169,245
216,169,245
70,048,133
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
61.30
61.30
61.30
61.30
61.30
61.30
61.30
61.30
61.30
61.30
61.30
61.30
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
7.
Based on total issued and paid-up ordinary share capital comprising 352,615,479 shares as at the Latest Practicable Date.
Registered in the name of DB Nominees (S) Pte Ltd.
Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act.
Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act.
Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in Golden
Focus Pte. Ltd.
Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in Emaar
Retail LLC.
Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in MGF
Retail, which is deemed to have an interest in Golden Focus Pte. Ltd., which in turn is deemed to have an interest in Golden Ace Pte. Ltd.
Deemed interest in 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of its interest in Emaar
Malls Group LLC.
Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. arising out of its ability to exercise voting rights in the shares, while Deutsche
Bank has a controlling interest in DB Trustees (Hong Kong) Ltd and therefore deem to have an interest in the shares.
Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. arising out of its ability to exercise voting rights in the shares.
Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. under Section 7 of the Companies Act by virtue of being an indirect wholly
owned subsidiary of Emmar Properties, having acquired the rights to participate in any returns received by Standard Chartered Bank (SCB) in
respect of interest or principals, by payment to SCB of an investment amount equal to the purchase price paid by SCB for the acquisition and
some participation fees.
Deemed interest 216,169,245 shares held by Golden Ace Pte. Ltd. by virtue of its controlling interest in Emirates Property Holding Limited under
Section 7 of the Companies Act.
Deemed interest in 70,048,133 shares held by Falcon Investment (FZC) under Section 7 of the Companies Act.
ABSTENTION FROM VOTING
H.E. Mohamed Ali Rashed Alabbar, Mr Shravan Gupta, Mr Vinod Kumar Gomber, Emaar Proper ties and its
subsidiaries and MGF Retail and its subsidiaries, being Interested Persons (as described in paragraph 5 of the
Appendix to this Letter) will abstain from voting, and will procure that their respective associates will also abstain
from voting, their shareholdings, if any, in respect of Ordinar y Resolution 6 relating to the proposed renewal of
the Shareholders' Mandate at the for thcoming AGM. H.E. Mohamed Ali Rashed Alabbar, Mr Shravan Gupta, Mr
Vinod Kumar Gomber, Emaar Properties and its subsidiaries and MGF Retail and its subsidiaries and their respective
associates, will also not accept appointment as proxies, corporate representatives or attorneys for any Shareholder
to vote in respect of Ordinar y Resolution 6 relating to the proposed renewal of the Shareholders' Mandate at
the forthcoming AGM unless the Shareholder concerned indicates clearly how his votes are to be cast in respect
of Ordinar y Resolution 6.
8.
DIRECTORS' RECOMMENDATION
The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders'
Mandate are Mr Lew Syn Pau and Mr Basil Chan (the "Independent Directors"). The Independent Directors are
of the view that it would be beneficial to and in the interests of the Company that it, its subsidiaries and associated
companies be permitted to have the flexibility to enter into the types of transactions (as described in paragraph
6 of the Appendix to this Letter) in their ordinar y course of business with the classes of Interested Persons (as
described in paragraph 5 of the Appendix to this Letter). Accordingly, the Independent Directors recommend that
Shareholders vote in favour of the Ordinar y Resolution relating to the proposed renewal of the Shareholders'
Mandate to be proposed at the forthcoming AGM.
9.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors collectively and individually accept responsibility for the accuracy of the information given in this
Letter and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed in this Letter are fair and accurate in all material respects as at the date of
this letter and that no material facts have been omitted which would make any such information misleading in
any material respect.
10.
ADVICE TO SHAREHOLDERS
Shareholders who are in doubt as to the course of action they should take should consult their stockbroker, bank
manager, solicitor, accountant or other professional adviser immediately.
11.
SGX-ST
The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Letter.
Yours faithfully
For and on Behalf of RSH Limited
H.E. Mohamed Ali Rashed Alabbar
Chairman
089
www.rshlimited.com
THE APPENDIX
RENEWAL OF THE SHAREHOLDERS' MANDATE FOR INTERESTED PERSON TRANSACTIONS
1
Chapter 9 of the Listing Manual
1.1
Chapter 9 of the Listing Manual (the "Listing Manual") of the Singapore Exchange Securities Trading Limited
("SGX-ST") governs transactions by a listed company, as well as transactions by its subsidiaries and associated
companies that are considered to be at-risk, with the listed company's interested persons. The purpose is to guard
against the risk that interested persons could influence the listed company, its subsidiaries or associated companies
to enter into transactions with interested persons that may adversely affect the interests of the listed company
or its shareholders.
1.2
Except for certain transactions which, by reason of the nature of such transactions, are not considered to put
the listed company at risk to its interested person and hence are excluded from the ambit of Chapter 9 of the
Listing Manual, an immediate announcement, or an immediate announcement and shareholders' approval, would
be required in respect of the transaction if the value of that transaction alone or on aggregation with other
transactions conducted with the interested person during the financial year is equal to or exceeds certain thresholds
(which are based on the value of the transaction as compared with the listed company's latest audited consolidated
net tangible assets ("NTA")) set out in the Listing Manual. In particular, shareholders' approval is required for an
interested person transaction of a value equal to, or which exceeds:
(a) 5% of the listed company's latest audited consolidated NTA; or
(b) 5% of the listed company's latest audited consolidated NTA, when aggregated with other transactions entered
into with the same interested person (as such term is construed under Chapter 9 of the Listing Manual) during
the same financial year.
1.3
Based on the latest audited consolidated accounts of RSH Limited (the "Company") and its subsidiaries (the "RSH
Group") for the financial year ended 31 March 2009, the consolidated NTA of the RSH Group was S$121.8 million.
Accordingly, in relation to the Company, for the purposes of Chapter 9 of the Listing Manual, in the current financial
year and until such time as the audited consolidated accounts of the RSH Group for the financial year ending 31
March 2010 are published, Shareholders' approval would be required where the transaction is of a value equal
to, or more than, S$6.1 million, being 5% of the latest audited consolidated NTA of the RSH Group.
1.4
Chapter 9 of the Listing Manual permits a listed company, however, to seek a mandate from its shareholders for
recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, but not in
respect of the purchase or sale of assets, undertakings or businesses.
1.5
Under the Listing Manual:
(a) an "entity at risk'' means:(i)
the listed company;
(ii) a subsidiary of the listed company that is not listed on the SGX-ST or an approved exchange; or
(iii) an associated company of the listed company that is not listed on the SGX-ST or an approved exchange,
provided that the listed company and/or its subsidiaries (the "listed group"), or the listed group and its
interested person(s), has control over the associated company;
(b) an "associated company" means a company in which at least 20% but not more than 50% of its shares are
held by the listed company or group;
(c) "control" means the capacity to dominate decision-making, directly or indirectly, in relation to the financial
and operating policies of a company;
(d) an "approved exchange'' means a stock exchange that has rules which safeguard the interests of shareholders
against interested person transactions according to similar principles to Chapter 9 of the Listing Manual;
(e) an "interested person'' means:(i)
a director, chief executive officer ("C.E.O.") or controlling shareholder of the listed company; or
(ii) an associate of any such director, C.E.O. or controlling shareholder;
(f) an "associate'' means:(i)
in relation to any director, C.E.O., substantial shareholder or controlling shareholder (being an individual):(1) his immediate family (that is, the person's spouse, child, adopted child, step-child, sibling and parent);
(2) the trustees of any trust of which he or his immediate family is a beneficiar y or, in the case of a
discretionary trust, is a discretionary object; and
090
www.rshlimited.com
(3) any company in which he and his immediate family together (directly or indirectly) have an interest of
30% or more; and
(ii) in relation to a substantial shareholder or controlling shareholder (being a company), any other company
which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity
of which it and/or other company or companies taken together (directly or indirectly) have an interest of
30% or more;
(g) a "controlling shareholder" means a person who:(i) holds directly or indirectly 15% or more of the nominal amount of all voting shares in the company (the SGXST may determine that a person who satisfies this paragraph is not a controlling shareholder); or
(ii) in fact exercises control over a company; and
(h) an "interested person transaction'' means a transaction between an entity at risk and an interested person.
2
Rationale for the Shareholders' Mandate
It is anticipated that the RSH Group will enter into recurrent transactions of revenue or trading nature or those
necessary for its day-to-day operations such as the sale and purchase of products (including, without limitation,
footwear, apparel, sports, golfing and fashion products) as well as the leasing of premises in the ordinary course
of business of the RSH Group to or from companies within the RSH Group.
In view of the time sensitive nature of commercial transactions and to ensure the smooth and continuous operations
of the RSH Group's businesses, the directors of the Company (the "Directors") are seeking the approval of Shareholders
pursuant to Chapter 9 of the Listing Manual for the proposed renewal of the Shareholders' Mandate, provided that
such transactions are carried out on normal commercial terms, and are not prejudicial to the interests of the Company
and its minority Shareholders. Such Interested Person Transactions are described in paragraph 6 below.
3
Scope of the Shareholders' Mandate
The Shareholders' Mandate will cover transactions arising in the ordinary course of business of the RSH Group,
including its principal businesses of the sale and purchase of footwear, apparels, spor ts, golfing and fashion
products as well as the leasing of premises in the ordinary course of business of the RSH Group to or from companies
within the RSH Group.
The Shareholders' Mandate will not cover any Interested Person Transaction that has a value below S$100,000
as the threshold and aggregation requirements of Chapter 9 of the Listing Manual would not apply to such
transactions.
Transactions with Interested Persons which do not come within the ambit of the Shareholders' Mandate (including
any subsequent renewal thereof) will be subject to the relevant provisions of Chapter 9 of the Listing Manual
and/or other applicable provisions of the Listing Manual.
4
Benefit to Shareholders
The Shareholders' Mandate and the subsequent renewal of the Shareholders' Mandate on an annual basis will
enhance the ability of companies in the RSH Group to pursue business opportunities which are time-sensitive in
nature, and will eliminate the need for the Company to announce, or to announce and convene separate general
meetings from time to time to seek the prior approval of Shareholders, as and when potential Interested Person
Transactions with a specific class of Interested Persons arises. This will reduce expenses associated with the
convening of general meetings on an ad-hoc basis, improve administrative efficiency considerably and allow
manpower resources and time to be channeled towards attaining the corporate objectives of the RSH Group.
The Shareholders' Mandate is intended to facilitate transactions in the day-to-day operations of the RSH Group
that are transacted from time to time with the specified classes of Interested Persons, provided that they are
carried out on normal commercial terms, and are not prejudicial to the interests of the Company and its minority
Shareholders. The RSH Group will benefit from having access to competitive quotes from, or transacting with, its
Interested Persons in addition to obtaining quotes from, or transacting with, non-Interested Persons. It will also
enhance the ability of the RSH Group to utilise the resources owned by certain of its Interested Persons which
will enable the RSH Group to provide better and more efficient service to its customers.
5
Classes of Interested Persons
The Shareholders' Mandate will apply to the Interested Person Transactions (as described in paragraph 6 below)
which are carried out with the following classes of Interested Persons:a) Emaar Properties, its subsidiaries (including Emaar Malls Group LLC, Emaar Retail LLC, Emirates Property
Holdings Limited, and Emaar investment Holding LLC) and associated companies (collectively, the
"Emaar Group");
b) MGF Retail, its subsidiaries (including Golden Focus Pte. Ltd. and Golden Ace Pte. Ltd.) and associated
companies (collectively, the "MGF Group");
c) H.E. Mohamed Ali Rashed Alabbar and his associates;
091
www.rshlimited.com
d) Mr Shravan Gupta and his associates; and
e) Mr Vinod Kumar Gomber and his associates.
Transactions with interested persons (including the Interested Persons) that do not fall within the ambit of the
Shareholders' Mandate will be subject to the relevant provisions of Chapter 9 of the Listing Manual and/or other
applicable provisions of the Listing Manual.
6
Categories of Interested Person Transactions
The Interested Person Transactions with Interested Persons which will be covered by the Shareholders' Mandate
are as follows:(a) the sale and purchase of products (including, without limitation, footwear, apparel, sports, golfing and fashion
products) to or from companies within the RSH Group; and
(b) leasing of premises to or from companies within the RSH Group.
7
Review Procedures for Interested Person Transactions
7.1
In general, the Company has internal control procedures to ensure that Interested Person Transactions are carried
out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority
Shareholders. In particular, the Company has adopted the following review procedures:
(a) Sale of products
The sale of products (including, without limitation, footwear, apparel, sports, golfing and fashion products) to
Interested Persons are to be carried out on terms which are no more favourable to the Interested Person than
those extended to unrelated third parties. In this regard, the terms of at least two other transactions with
unrelated third parties for similar products and/or quantities will be used as comparison, wherever possible,
taking into account all pertinent factors, such as the following factors:
(i) whether the pricing and margin are in accordance with the RSH Group's usual business practices and policies;
(ii) track record such as payment history;
(iii) quantity and quality of products; and
(iv) customer specifications and requirements.
Such business practices and policies include consideration of the most recent price list setting out the
recommended sales prices of the RSH Group's products (including, without limitation, footwear, apparel, sports,
golfing and fashion products) to unrelated third parties and ensuring that the RSH Group's profit margins are
maintained.
Where it is not possible to compare against the terms of other transactions with unrelated third parties given
that the product may be sold only to an Interested Person, the RSH Group's pricing for such products to be
sold to Interested Persons will be determined by the RSH Group C.E.O. or the chief financial officer, financial
controller or equivalent of the relevant company in the RSH Group, who has no interest in the Interested Person
Transaction, in accordance with the RSH Group's usual business practices and policies and consistent with
the gross margins to be obtained by the RSH Group for transactions between the RSH Group and unrelated
third parties. In determining the transaction price payable by Interested Persons for such products, factors
such as, but not limited to, quantity, customer requirements and specifications will be taken into account.
(b) Purchase of products
All contracts entered into or transactions with Interested Persons are to be carried out by obtaining quotations
(wherever possible or available) from at least two other unrelated third party suppliers for similar quantities
and/or quality of products, prior to the entry into of the transaction with the Interested Person, as a basis
for comparison to determine whether the price and terms offered by the Interested Person are comparable to
those offered by unrelated third parties for the same or substantially similar type of products. Where such
quotations are not possible or available, the terms may be compared with similar transactions contracted with
unrelated third par ties. In determining whether the price and terms offered by the Interested Person are
comparable, factors such as, but not limited to, delivery schedules, quality of products and track record and,
where applicable, preferential rates, rebates or discounts accorded for bulk purchases, will also be taken into
account.
In the event that such competitive quotations cannot be obtained (for instance, if there are no unrelated third
party vendors of similar products), the RSH Group C.E.O. or the chief financial officer, financial controller or
equivalent of the relevant company in the RSH Group (with no interest, direct or indirect in the IPT), will
determine whether the price and terms offered by the Interested Person are fair and reasonable.
092
www.rshlimited.com
(c) Leasing of premises to or from companies within the RSH Group
If there is any new lease, revision of rental rates charged to or by (as the case may be) the RSH Group or any
renewal of lease agreements, the senior finance officer of the relevant company in the RSH Group will review
the rental rates, the revision of rental rates, or the revised terms upon which the lease agreements are to be
entered or renewed (as the case may be) on normal commercial terms. This will be done by comparing its
rental rates against those granted to or granted by unrelated third parties.
In the event that such competitive rental rates cannot be obtained (for instance, if there are no unrelated third
parties), the RSH Group C.E.O. or the chief financial officer, financial controller or equivalent of the relevant
company in the RSH Group, who has no interest in the Interested Person Transaction, will determine whether
the price and terms offered by the Interested Person are fair and reasonable. The terms of the lease will be
in accordance with applicable industr y norms, prevailing rates and at rates no less favourable than those
charged by the Interested Person to an unrelated third party. In determining this, factors such as, but not
limited to, location of the premises, the rental rates of comparable premises or nature and reputation of the
transacting party will also be taken into account.
7.2
Approval Thresholds
In addition to the review procedures, the RSH Group will monitor the Interested Person Transactions entered into
by the RSH Group by categorising them as follows:
(a) Category 1 Interested Person Transactions
These are Interested Person Transactions where the value thereof, is in excess of three per cent (3%) of the
audited NTA (based on the latest audited consolidated accounts) of the RSH Group.
All Category 1 Interested Person Transactions shall be approved by the Audit Committee prior to the RSH
Group's entry into such transactions.
(b) Category 2 Interested Person Transactions
These are Interested Person Transactions where the value thereof, is below or equal to three per cent (3%)
of the audited NTA (based on the latest audited consolidated accounts) of the RSH Group.
Category 2 Interested Person Transactions which are of at least S$100,000 in value but below or equal to
S$500,000 in value are to be approved by the RSH Group C.E.O. or the chief financial officer, financial controller
or equivalent of the relevant company in the RSH Group or a Director (each of whom shall not have an interest,
direct or indirect, in such IPT, prior to the RSH Group's entry into such transaction).
Each Category 2 Interested Person Transaction above S$500,000 but below or equal to three per cent (3%)
of the audited NTA (based on the latest audited consolidated accounts) of the RSH Group is to be approved
by a Director (who shall not have an interest, direct or indirect, in such IPT, prior to the RSH Group's entry
into such transaction).
In addition to and without prejudice to the above, where the aggregate value of all Categor y 2 Interested
Person Transactions with the same Interested Person (as defined in Rule 908 of the Listing Manual) in the
current financial year is equal to or exceeds three per cent (3%) of the latest audited NTA of the RSH Group,
the latest and all future Categor y 2 Interested Person Transactions with that same Interested Person (so
defined) will be approved by the Audit Committee prior to the RSH Group's entry into such transactions.
7.3
IPT Register
All Interested Person Transactions must be consistent with the usual practices and policies of the RSH Group.
The RSH Group will maintain a register of Interested Person Transactions. The internal audit plan will incorporate
an audit of Interested Person Transactions entered into pursuant to the General Mandate to ensure that the relevant
approvals have been obtained and the review procedures in respect of such transactions are adhered to.
The Audit Committee shall review the register and internal audit reports on a quarterly basis to ascertain that
the guidelines and procedures established to monitor Interested Person Transactions have been complied with.
7.4
Quarterly Review by Audit Committee
The Audit Committee shall have the overall responsibility for reviewing the Interested Person Transactions and
determining the sufficiency of the review procedures to ensure that Interested Person Transactions will be on
normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders,
with the authority to sub-delegate to individuals within the Company and/or such external advisers as they deem
appropriate.
093
www.rshlimited.com
The Audit Committee will review the terms of the Interested Person Transactions and the review procedures
adopted on a quarterly basis.
The Audit Committee will only approve or ratify an Interested Person Transaction if the terms of the transaction
are no more favorable than the terms extended to unrelated third parties, or are in accordance with published or
prevailing market rates/prices or are otherwise in accordance with prevailing industry norms. Any member of the
Audit Committee may, as he deems fit, request for additional information pertaining to the transaction under review
from independent sources or advisers, including the obtaining of valuations from independent professional valuers.
7.5
Interested Audit Committee Member to Abstain
If a member of the Audit Committee has an interest in an Interested Person Transaction to be reviewed by the
Audit Committee, he will abstain from any decision making in respect of that transaction and the review and
approval of that transaction will be undertaken by the remaining members of the Audit Committee.
8
Validity Period of the Shareholders' Mandate
If approved by Shareholders at the AGM, the Shareholders' Mandate will take effect from the passing of the
Ordinary Resolution relating thereto at the AGM, and will (unless revoked or varied by the Company in general
meeting) continue in force until the next AGM of the Company. Approval from Shareholders will be sought for the
renewal of the Shareholders' Mandate at the next AGM and at each subsequent AGM of the Company, subject
to satisfactory review by the Audit Committee of its continued application to transactions with Interested Persons.
If the Audit Committee is of the view that the review procedures under the General Mandate are not sufficient to
ensure that the Interested Person Transactions are transacted on normal commercial terms and will be prejudicial
to the interests of the Company and its minority Shareholders, the Company will seek a fresh Shareholders' Mandate
from the Shareholders based on new review procedures for Interested Person Transactions.
9
Disclosure in Annual Report
Disclosure will be made in the Company's Annual Report of the aggregate value of Interested Person Transactions
conducted with Interested Persons pursuant to the Shareholders' Mandate during the financial year, and in the
Annual Reports for subsequent financial years that the Shareholders' Mandate continues in force, in accordance
with the requirements of Chapter 9 of the Listing Manual.
The Company will also announce the aggregate value of transactions conducted with Interested Persons pursuant
to the Shareholders' Mandate for the financial periods that it is required to repor t on pursuant to the Listing
Manual (which relates to quarterly reporting by listed companies) within the time required for the announcement
of such report.
10
Directors' Recommendations
The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders'
Mandate are Mr Lew Syn Pau and Mr Basil Chan (the "Independent Directors"). The Independent Directors are
of the view that it would be beneficial to and in the interests of the Company that it, its subsidiaries and associated
companies be permitted to have the flexibility to enter into the types of transactions (as described in paragraph
6 of the Appendix to this Letter) in their ordinary course of business with the classes of Interested Persons (as
described in paragraph 5 of the Appendix to this Letter). Accordingly, the Independent Directors recommend that
Shareholders vote in favour of the Ordinar y Resolution relating to the proposed renewal of the Shareholders'
Mandate to be proposed at the forthcoming AGM.
094
www.rshlimited.com
NOTICE OF THIRTY-FIRST ANNUAL GENERAL MEETING
RSH LIMITED
(Incorporated in the Republic of Singapore)
Company Registration No. 197702094H
Registered Office: 190 MacPherson Road #07-08 Wisma Gulab Singapore 348548
NOTICE IS HEREBY GIVEN THAT the Thirty-First Annual General Meeting of the Company will be held at 190 MacPherson
Road #09-00, VK's Club, Wisma Gulab, Singapore 348548 on 30 July 2009 at 11.00 a.m. to transact the following
business: -
AS ORDINARY BUSINESS
1.
To receive and adopt the Audited Financial Statements for the financial year ended 31 March 2009 together with
the reports of the Directors and Auditors thereon.
(Resolution 1)
2.
To approve the payment of Directors' Fees of S$340,000.00 for the financial year ended 31 March 2009
[Year 2008: S$361,995.00].
(Resolution 2)
3.
To re-elect Mr. Lew Syn Pau, a Director retiring under Article 95 of the Articles of Association of the Company
(Resolution 3)
Mr. Lew Syn Pau will, upon re-election as Director of the Company, remain the Chairman of the Nominating Committee
and a member of both the Audit Committee and Remuneration Committee. He will be considered independent for
the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
4.
To re-elect Mr. Vinod Kumar Gomber, a Director retiring under Article 95 of the Articles of Association of the
Company. (Resolution 4)
5.
To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration.
(Resolution 5)
AS SPECIAL BUSINESS
6.
To consider, and if thought fit, to pass the following ordinary resolution with or without amendments:Renewal of Mandate for Interested Person Transactions
That:(a) approval be and is hereby given for the purpose of Chapter 9 of the Listing Manual of the Singapore Exchange
Securities Trading Limited, for the Company and its subsidiaries or any of them to enter into any of the
transactions falling within the types of the interested person transactions as set out in the Appendix to the
Annual Report of the Company (the "Appendix"), with any party who is of the classes of interested persons
described in the Appendix, provided such transactions are made on normal commercial terms and are not
prejudicial to the interest of the Company and its minority shareholders, and are in accordance with the
review procedures for such interested person transactions as set out in the Appendix (the "Mandate");
(b) the Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the
next Annual General Meeting of the Company; and
095
www.rshlimited.com
(c) the Directors of the Company and each of them be and are hereby authorised to do all such acts and things
(including, without limitation, executing all such documents as may be required) as they may consider
expedient or necessary or in the interests of the Company to give effect to the Mandate and/or this resolution.
(Resolution 6)
[see Explanatory Note ]
BY ORDER OF THE BOARD
FOO SOON SOO / PRISCA LOW
COMPANY SECRETARIES
Singapore,
Date: 14 July 2009
Notes:1.
A Depositor's name must appear on the Depository Register not less than 48 hours before the time of the Meeting.
2.
A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend
and vote in his stead and any such proxy need not be a member of the Company.
3.
An instrument appointing a proxy must be deposited at the Company's registered office at 190 MacPherson Road
#07-08, Wisma Gulab, Singapore 348548 not less than 48 hours before the time appointed for the Meeting.
Explanatory Note:The Ordinary Resolution set out in item 6 above, if passed, will renew the mandate to allow the Company and its
subsidiaries or any of them to enter into certain interested person transactions with persons who are considered "interested
persons" (as defined in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited).
096
www.rshlimited.com
IMPORTANT
PROXY FORM
1
THIRTY-FIRST ANNUAL GENERAL MEETING
RSH LIMITED
(Incorporated in the Republic of Singapore)
Company Registration No. 197702094H
2
This report is also forwarded to investors who have used their CPF
monies to buy shares in RSH Limited at the request of their CPF
Approved Nominees, and is sent solely FOR INFORMATION ONLY.
This Proxy Form is, therefore, 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.
I/We __________________________________________________________(Name)___________________________(NRIC/Passport no.)
of___________________________________________________________________________________________________(Address)
being a member/members of RSH Limited hereby appoint:Name
Address
NRIC/ Passport No.
Proportion of Shareholding (%)
and/or (delete as appropriate)
Name
Address
NRIC/ Passport No.
Proportion of Shareholding (%)
or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the
Thirty-First Annual General Meeting of the Company to be held at 190 MacPherson Road #09-00, VK's Club, Wisma Gulab, Singapore
348548 on Thursday, 30 July 2009 at 11.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against
the resolutions to be proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies
will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Meeting.
To be used on a
show of hands
No.
Ordinary Resolutions
1.
To receive and adopt the Audited Financial Statements for the
financial year ended 31 March 2009 together with the reports of
the Directors and the Auditors thereon.
2.
To approve the payment of Directors' Fees of S$340,000.00 for the
financial year ended 31 March 2009. [2008 : S$361,995.00]
3.
To re-elect Mr. Lew Syn Pau, a Director retiring under Article 95 of
the Articles of Association of the Company.
4.
To re-elect Mr. Vinod Kumar Gomber, a Director retiring under Article
95 of the Articles of Association of the Company.
5
To re-appoint KPMG LLP as Auditors and to authorise the Directors
to fix their remuneration.
6
Approval for Renewal of Mandate for Interested Person Transactions
For*
Against*
To be used in the
event of a poll
For**
Against**
* Please indicate your vote "For" or "Against", please tick (√) within the box provided.
** If you wish to exercise all your votes "For" or "Against", please tick (√) within the box provided. Alternatively, please indicate the
number of votes as appropriate.
Total Number of
Shares Held
Dated this _____________ day of __________________ 2009.
________________________________________
IMPORTANT PLEASE READ NOTES BELOW
Notes
Signature(s) of Member(s)/ Common Seal
1
2
3
4
5
6
7
8
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies
Act, Cap. 50), you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you
have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number.
If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.
A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a
member of the Company.
The instrument appointing a proxy or proxies must be deposited at the Company's registered office at 190 MacPherson Road #07-08 Wisma Gulab Singapore 348548 not
less than 48 hours before the time appointed for the meeting.
Where a member appoints more than one proxy, he shall specify the number of shares to be represented by each proxy, failing which, the appointment shall be deemed to
be in the alternative.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of 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 by an officer on behalf of the corporation.
Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney or other authority, the power of attorney or authority or a notarially
certified copy thereof must be lodged with the instrument of proxy, not less than 48 hours before the time for holding the meeting, failing which the instrument of proxy
may be treated as invalid.
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the meeting,
in accordance with Section 179 of the Companies Act, Cap. 50.
The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not
ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company
may reject an instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before
the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
097
www.rshlimited.com
FOLD THIS FLAP FOR SEALING
PROXY FORM
Please Affix
Postage
Here
The Company Secretary
RSH Limited
190 MacPherson Road
#07-08 Wisma Gulab
Singapore 348548
2ND FOLD HERE
1ST FOLD HERE
098
www.rshlimited.com
CONTENTS
001 Company Overview • 002 Letter to Our Shareholders • 006 Board of Directors • 010 Principal Officers
014 Brand Portfolio • 018 Corporate Governance • 028 Corporate Information • 029 Operations Review
030 Financial Highlights • 032 Group Structure • 035 Full Year Financial Statements • 099 Principal Network
RSH LIMITED
ANNUAL REPORT 2009