Oman & Emirates Investment Holding Company SAOG CONSOLIDATED AND PARENT COMPANY FINANCIAL STATEMENTS 31 DECEMBER 2008 Oman & Emirates Investment Holding Company SAOG COMPANY FINANCIAL STATEMENTS 31 December 2008 Contents Page Report of the auditors 1 Balance sheet 2 Statement of income 3 Statement of cash flow 4 Statement of changes in equity Notes to the financial statements 5-6 7 - 46 Page 1 REPORT OF THE AUDITORS TO THE SHAREHOLDERS OF OMAN & EMIRATES INVESTMENT HOLDING COMPANY (S.A.O.G) Report on the financial statements We have audited the accompanying financial statements of Oman & Emirates Investment Holding Company (S.A.O.G) ("the Parent company") and its Subsidiaries (“the Group”) set out on pages 2 to 46, which comprise the consolidated and Parent company balance sheet as at 31 December 2008 and the consolidated and Parent company: income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management’s responsibility for the financial statements The Management is responsible for the preparation and fair presentation of these consolidated and Parent company financial statements in accordance with International Financial Reporting Standards, the disclosure requirements of the Capital Market Authority and the Commercial Companies Law of 1974 as amended. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated and Parent company financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and Parent company financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated and Parent company financial statements. The procedures selected depend on our judgment, including the assessments of the risks of material misstatements of the consolidated and Parent company financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Parent company’s preparation and fair presentation of the consolidated and Parent company 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 Parent company’s or the Group’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated and Parent company financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the consolidated and Parent company financial statements present fairly, in all material respects, the financial position of the Group and Parent Company as at 31 December 2008 and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards. Report on other Legal and Regulatory Requirements In our opinion, the consolidated and Parent company financial statements as at and for the year ended 31 December 2008, in all material respects comply with: the relevant disclosure requirements of the Capital Market Authority; and the Commercial Companies Law of 1974, as amended. Emphasis of matter Without qualifying our opinion, we draw attention to the notes 6 and 7 to the Parent company and consolidated financial statements, which disclose a significant fall in the fair values of the investments held by the Parent company and the Group 8 March 2009 KPMG Page 2 Oman & Emirates Investment Holding Company SAOG BALANCE SHEET as at 31 December 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO 7,005,189 1,105,913 647,592 15,601,036 18,489,694 11,042,537 5,928,721 12,907,567 84,000 ------------------------72,812,249 ========== 3,854,632 10,328,007 836,465 39,128,810 13,036,049 18,436,487 13,532,882 75,000 ------------------------99,228,332 ========== 312,108 2,384,764 12,997,675 18,416,894 10,034,017 2,562,985 2,819,554 84,808 ------------------------49,612,805 ========== 40,836 5,988,061 33,562,924 12,614,415 10,084,991 3,316,487 72,245 ------------------------65,679,959 ========== 5 4(iv) 16 17 18 18 8,536,465 3,268,386 16,942,093 18,378,193 4,407,807 ----------------------51,532,944 ----------------------21,279,305 ========== 6,446,204 6,986,884 13,418,268 17,733,202 5,060,798 ------------------------49,645,356 ------------------------49,582,976 ========== 4,545,446 4,436,653 521,518 13,924,284 12,652,768 2,347,232 ----------------------38,427,901 ----------------------11,184,904 ========== 4,433,887 4,550,038 907,190 10,248,201 11,936,000 3,064,000 ------------------------35,139,316 ------------------------30,540,643 ========== 19 20 22 12,187,500 2,747,324 1,915,826 3,015,026 ------------------------19,865,676 1,413,629 ------------------------21,279,305 7,500,000 2,747,324 2,622,728 34,023,484 ------------------------46,893,536 2,689,440 ------------------------49,582,976 12,187,500 2,500,000 1,912,056 (5,414,652) ------------------------11,184,904 ------------------------11,184,904 7,500,000 2,500,000 2,205,453 18,335,190 ------------------------30,540,643 ------------------------30,540,643 ========== ========== 694,161 694,161 ========== ========== The notes on pages 7 to 46 form an integral part of these financial statements. ========== 694,161 ========== ========== 694,161 ========== Notes ASSETS Bank balances and cash Receivables Inventories Trading investments Investments available for sale Investments in associates Investments held for sale Investments in subsidiaries Property, plant and equipment Intangible assets 5 8 6 6 9 10 4 11 14 TOTAL ASSETS LIABILITIES Bank overdrafts Provision for bank guarantees Accounts payable and accruals Term loans Loans from Governments Deferred Government grant TOTAL LIABILITIES NET ASSETS EQUITY Share capital Legal reserve Cumulative changes in fair value Retained earnings/accumulated losses Total equity Minority interests TOTAL EQUITY AND MINORITY INTERST Trust accounts 24 The financial statements were approved and authorised for issue in accordance with a resolution of the Board of Directors on 8 March 2009. Khalil Foulathi Chairman The report of the Auditors is set forth on page 1. Awad Mohammed Faraj Bamkhalef Chief Executive Officer Page 3 Oman & Emirates Investment Holding Company SAOG STATEMENT OF INCOME for the year ended 31 December Notes Interest income Brokerage commission income Realised gain on sale of investments Dividend income Unrealised (loss) gain on investments held for trading (net) Gross loss on sale of food products Other income Write back of provision for doubtful debts Share of (loss) profit from associates (net) 2008 Parent RO 2007 Parent RO 93,043 841,242 1,445,164 1,598,705 277,908 564,032 5,858,361 1,513,429 97,556 1,124,300 2,402,059 160,187 4,256,977 2,349,437 30 27 28 8 9 (16,960,859) (1,103,166) 115,580 1,898 (3,020,651) ──────── (16,989,044) ──────── 12,614,783 (1,276,929) 267,262 199,938 3,753,249 ──────── 23,772,033 ─────── (14,463,016) 160,504 1,898 ──────── (10,676,699) ──────── 11,826,290 64,029 511,775 ──────── 19,168,695 ──────── 30 29 (1,965,123) (1,906,180) (235,093) (15,463) (2,075,940) (500,683) (6,000) (36,000) (1,759,389) ──────── (8,499,871) ──────── (25,488,915) (1,697,216) (895,003) (1,090,037) (519,172) (242,274) (124,483) (26,610) (469,136) (479,115) (35,293) (2, 572,872) (743,084) (500,683) (258,800) (1,312,626) (950,179) ──────── ──────── (5,405,940) (6,510,643) ──────── ──────── 18,366,093 (17,187, 342) (989,988) (433,032) (103,924) (668,287) (4,461,913) (454,034) (1,298,139) (183,800) (642,617) ──────── (9,235,734) ──────── 9,932,961 8 4 (iv) 4&13 4&12 14 TOTAL EXPENSES NET (LOSS) / PROFIT FOR THE YEAR ════════ Attributable to: Equity holders of the Parent Minority interests Earnings per share for (loss) / profit for the year attributable to equity holders of the parent (Restated) 2007 Group RO 26 TOTAL INCOME Staff related expenses Administration expenses Portfolio management fees Provision for bad and doubtful debts Provision for guarantee Impairment of investments Impairment of goodwill Amortisation of intangible asset Directors’ remuneration Finance costs 2008 Group RO (24,445,958) (1,042,957) ──────── (25,488,915) ════════ 25 (0.201) ════════ ════════ ════════ 17,676,795 (17,187, 342) 689,298 ──────── ──────── 18,366,093 (17,187, 342) ════════ ════════ 9,932,961 ─────── 9,932,961 ═══════ ════════ 0.145 ════════ The attached notes on pages 7 to 46 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. (0.141) ════════ 0.082 ═══════ Page 4 Oman & Emirates Investment Holding Company SAOG STATEMENT OF CASH FLOWS for the year ended 31 December OPERATING ACTIVITIES Profit / (Loss) before tax Adjustments for: Share of results of associates Depreciation Dividend and interest income Realised gain on sale of investments Unrealised gain on trading investments (net) Impairment of investments, net of reversal Profit on Sale of Investments Amortisation of goodwill Accrual for employees end of service benefits Provision for bad and doubtful debts, net Provision for guarantee Interest expense Bad debts written out of provision Release of provision for end of service benefits Provision for doubtful debts written back Working capital changes Receivables Payables Inventories Deferred expenditure Cash generated/ (used) in operations Interest paid End of service benefits paid Net cash flow used in operating activities INVESTING ACTIVITIES Purchase of equipment Proceeds from sale of property, plant and equipment Dividend and interest income Dividend from associates Proceeds from sale of investments Purchase of investments Net cash flow from investing activities FINANCING ACTIVITIES New term loans and lease finance Repayment of loans Injection of capital Payment of dividend Payment of redemption proceeds Net cash flow (used in) from financing activities INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the year CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO (25,488,915) 18,366,093 (17,187,342) 9,932,961 3,020,651 1,128,195 (1,691,748) (1,445,164) 16,960,859 2,576,623 (65) 6,000 102,371 15,463 1,759,389 (171,253 (10,426) (1,898) ──────── (3,239,918) 9,379,783 (3,794,618) 188,873 (15,000) ──────── 2,519,120 (1,759,389) (15,824) ──────── 743,907 ──────── (3,753,249) 1,052,315 (1,791,337) (5,858,361) (12,614,784) 778,377 40,964 26,610 1,312,625 (199,938) ──────── (2,640,685) 32,435 (2,509,623) (4,256,977) (11,826,290) 454,034 1,298,139 7,382 156,512 4,461,913 642,617 ──────── (1,606,897) (6,953,348) 3,559,933 (158,491) (3,000) ──────── (6,195,591) (1,312,625) (19,588) ──────── (7,527,804) ──────── 33,721 (2,499,615) (1,124,300) 14,463,016 3,073,555 (65) 35,328 418,859 479,115 950,179 ──────── (1,357,549) 2,591,939 (414,303) ──────── 820087 (950,179) (6,697) ──────── (136,789) ──────── (503,331) 515 1,691,748 717,554 21,329,175 (24,502,640) ──────── (1,266,979) ──────── (1,301,394) 52,759 1,791,337 91,182 23,518,408 (21,896,470) ──────── 2,255,822 ──────── (46,511) 292 2,499,615 15,147,534 (19,105,511) ──────── (1,504,581) ──────── (94,451) 37,768 2,509,623 19,777,369 (22,671,104) ──────── (440,795) ──────── 3,523,825 (8,000) (1,901,120) (31,337) ──────── 1,583,368 ──────── 7,411,013 (3,025,649) 1,352,000 (2,493,282) (2,828,840) ──────── 415,242 ──────── 3,676,083 (1,875,000) ──────── 1,801,083 ──────── 7,401,543 (2,534,217) (1,500,000) ──────── 3,367,326 ──────── 1,060,296 (4,856,740) 159,713 (5,459,202) (2,591,572) ──────── 2,265,168 ──────── (4,393,051) ──────── 1,066,151 ──────── (1,531,276) ════════ (2,591,572) ════════ (4,233,338) ════════ (4,393,051) ════════ The attached notes 7 to 46 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. (5,889,678) (237,005) ──────── (7,733,580) (642,617) (9,536) ──────── (8,385,733) ──────── Page 5 Oman & Emirates Investment Holding Company SAOG STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2008 Group Notes At 1 January 2007 Net movement in available for sale investments Net income and expense for the year recognised directly in equity Net profit for the year Total income and expense for the year Payment of dividend for the year 2007 Injection of capital Redemption of units Transfer to legal reserve Transfer to retained earnings 7,500,000 Net income and expense for the year recognised directly in equity Net loss for the year Total RO RO RO 30,127,354 4,297,891 34,425,245 22 ----------------------- ------------------------ ------------------------ 589,387 ------------------------ 589,387 ------------------------ ------------------------ 22 ------------------------ ------------------------ -----------------------11,794 - (2,000,000) ----------------------- ------------------------ -----------------------7,500,000 2,747,324 ═══════ ════════ ════════ 589,387 -----------------------589,387 -----------------------2,622,728 ════════ 589,387 172,374 761,761 17,676,795 17,676,795 689,298 18,366,093 ------------------------ ------------------------ ------------------------ -----------------------17,676,795 18,266,182 861,672 19,127,854 (1,500,000) (1,500,000) (993,283) (2,493,283) 1,352,000 1,352,000 (2,828,840) (2,828,840) (11,794) 2,000,000 ------------------------ ------------------------ ------------------------ -----------------------34,023,484 46,893,536 2,689,440 49,582,976 ════════ ════════ ════════ ════════ ----------------------- ------------------------ ------------------------ (706,902) ------------------------ (706,902) (175,397) (882,299) ------------------------ ------------------------ ------------------------ ------------------------ 22 22 15,858,483 Total equity 2,033,341 20 2,735,530 Minority interest 2,000,000 At 31 December 2007 Net movement in available for sale investments Share Capital RO Attributable to equity holders of the Parent Company Cumulative Legal Special changes Retained reserve reserve in fair value earnings RO RO RO RO 172,374 761,761 ------------------------ ------------------------ (706,902) (706,902) (175,397) (882,299) (24,445,958) (24,445,958) (1,042,957) (25,488,915) ----------------------- ------------------------ ------------------------ ----------------------------------------------- ------------------------ ------------------------ -----------------------Total income and expense for the year (706,902) (24,445,958) (25,152,860) (1,218,354) (26,371,214) Stock Dividend for 2006 – 25% 1,875,000 (1,875,000) Stock Dividend for 2007 – 30% 2,812,500 (2,812,500) Payment of dividend for 2007 – 20% (1,875,000) (1,875,000) (26,120) (1,901,120) Redemption of units (31,337) (31,337) ----------------------- ------------------------ ------------------------ ----------------------------------------------- ------------------------ ------------------------ -----------------------At 31 December 2008 12,187,500 2,747,324 1,915,826 3,015,026 19,865,676 1,413,629 21,279,305 ═══════ ════════ ════════ ════════ ════════ ════════ ════════ ════════ The attached notes on pages 7 to 46 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. Page 6 Oman & Emirates Investment Holding Company SAOG STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2008 Parent Company Notes At 1 January 2007 Net movement in available for sale investments 22 Net income and expense for the year recognised directly in equity Net profit for the year 22 Total income and expense for the year Payment of dividend for the year 2007 Transfer to retained Earnings At 31 December 2007 Net movement in available for sale investments 22 Net income and expense for the year recognised directly in equity Net loss for the year 22 Total income and expense for the year Stock Dividend for 2006 – 25% Stock Dividend for 2007 – 30% Payment of dividend for 2007 – 20% At 31 December 2008 Share capital RO Attributable to equity holders of the Parent Company (Accumulated Cumulative losses) Legal Special changes in fair /retained reserve reserve value earnings RO RO RO RO Total RO 7,500,000 2,500,000 ------------------------ ----------------------------------------------- ------------------------ 2,000,000 ----------------------------------------------- 2,039,550 -----------------------165,903 ------------------------ 7,902,229 ----------------------------------------------- 21,941,779 -----------------------165,903 ------------------------ ------------------------ ------------------------ -----------------------(2,000,000) 165,903 -----------------------165,903 - 9,932,961 -----------------------9,932,961 (1,500,000) 2,000,000 165,903 9,932,961 -----------------------10,098,864 (1,500,000) - 7,500,000 2,500,000 ════════ ════════ ------------------------ ------------------------ ════════ ------------------------ 2,205,453 ════════ (293,397) ------------------------ 18,335,190 ════════ ------------------------ 30,540,643 ════════ (293,397) ------------------------ ------------------------ -----------------------1,875,000 2,812,500 ------------------------ -----------------------12,187,500 2,500,000 ════════ ════════ ----------------------------------------------════════ (293,397) -----------------------(293,397) -----------------------1,912,056 ════════ (17,187,342) -----------------------(17,187,342) (1,875,000) (2,812,500) (1,875,000) -----------------------(5,414,652) ════════ (293,397) (17,187,342) -----------------------(17,480,739) (1,875,000) -----------------------11,184,904 ════════ The attached notes on pages 7 to 46 form an integral part of these financial statements. The report of the Auditors is set forth on page 1. Page 7 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 1 ACTIVITIES Oman & Emirates Investment Holding Company SAOG (“the Parent company”) is registered as an Omani joint stock company. It is engaged in investment activities and related services in accordance with Royal Decree No. 10/93 and its Articles of Association. The Parent company is licensed to carry out financial investment activities through its branch in the United Arab Emirates (the UAE) by the Central Bank of the UAE. The Parent company’s registered head office address is at PO Box 2205, Ruwi, Postal Code 112, Sultanate of Oman. Oman & Emirates Investment Holding Company SAOG and its subsidiaries (“the Group”) operate in the Sultanate of Oman and the UAE. 2 BASIS OF PREPARATION The consolidated and Parent company financial statements are prepared under the historical cost convention modified to include the measurement at fair value of trading and available for sale investments. The financial statements have been presented in Rial Omani, which is the Group’s and the Parent company’s functional currency. a) Statement of compliance The consolidated and Parent company financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), the disclosure requirements of the Capital Market Authority of the Sultanate of Oman and the requirements of the Commercial Companies Law of 1974, as amended. b) Use of estimates and judgements The preparation of financial statements requires management to make judgement, 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 revised on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised in any future periods affected. c) Adoption status of new and forthcoming IFRS and interpretation (i) New standards and interpretations not yet adopted and relevant for the Parent company and Group’s operations: A number of new standards, amendments to standard and interpretations are not yet effective for the year ended 31 December 2008, and have not been applied in preparing these financial statements: IFRS 8 Operating Segments introduces the “management approach” to segment reporting. IFRS 8, which becomes mandatory for the Group’s 2009 financial statements, will require a change in the presentation and disclosure of segment information based on the internal reports regularly reviewed by the Group’s Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to them. The Group is currently in the process of determining the potential effect of this standard on the Group’s segmental reporting. Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised IAS 23 will become mandatory for the Group’s 2009 financial statements. In accordance with the transitional provisions the Group will apply the revised IAS 23 to qualifying assets for which capitalisation of borrowing costs commences on or after the effective date. Therefore there will be no impact on prior periods in the Group’s 2009 financial statements. Page 8 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 2 BASIS OF PREPARATION (continued) c) Adoption status of new and forthcoming IFRS and interpretation (continued) (ii) New standards and interpretations not yet adopted and relevant for the Group’s operations (continued): (iii) d) Revised IAS 1 Presentation of Financial Statements (2007) introduces the term total comprehensive income, which represents changes in equity during a period other than those changes resulting from transactions with owners in their capacity as owners. Total comprehensive income may be presented in either a single statement of comprehensive income (effectively combining both the income statement and all non-owner changes in equity in a single statement), or in an income statement and a separate statement of comprehensive income. Revised IAS 1, which becomes mandatory for the Group’s 2009 financial statements, is expected to have a significant impact on the presentation of the financial statements. Revised IFRS 3, which becomes mandatory for the Group’s 2010 financial statements, will be applied prospectively and therefore there will be no impact on prior periods in the Group’s 2010 financial statements. Amended IAS 27 Consolidated and Separate Financial Statements (2008) 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 IAS 27, which become mandatory for the Group’s 2010 financial statements, are not expected to have any significant impact on the financial statements. New standards and interpretations not relevant for the Group’s operations IFRIC 13 Customer Loyalty Programmes Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation Amendment to IFRS 2 Share-based Payment Basis of consolidation The consolidated financial statements comprise the audited financial statements of Oman & Emirates Investment Holding Company SAOG and its subsidiaries: United Brokerage Company LLC, Majan Capital Fund, Omani Euro Food Industries Co SAOG, Omani Pedigree Goat Breeding Co LLC and Dhofar Fisheries Industries Co SAOG drawn up to 31 December 2008. The financial statements of the subsidiaries are prepared for the same reporting year as the Parent Company, using consistent accounting policies. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. All intercompany balances and transactions and unrealised profits arising from intra-group transactions, are eliminated. Companies are classified as subsidiaries where the Parent company has control over the company. Minority interests represent the portion of profit or loss and net assets in interest in United Brokerage Company LLC, Majan Capital Fund, Omani Euro Food Industries Co SAOG and Dhofar Fisheries Industries Co SAOG not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet and, separately from Parent company shareholders’ equity. Page 9 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 3 SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these financial statements. e) Cash and cash equivalents Cash and cash equivalents comprise cash at hand, bank balances and short term deposits with an original maturity of three months or less. For the purpose of the consolidated cash flows statement, cash and cash equivalents consist of cash and cash equivalents defined above, net of outstanding bank overdrafts. f) Trading investments These are initially recognised at cost and subsequently re-measured at fair value. All related realised and unrealised gains and losses, and dividends received are included in the income statement. g) Investments available for sale After initial recognition, investments are classified “available-for-sale,” and are re-measured at fair value. Unrealised gains and losses on re-measurement to fair value are reported as a separate component of equity until the investment is derecognised or the investment is determined to be impaired. On derecognition or impairment the cumulative gain or loss previously reported in equity, is included in the statement of income for the period. h) Investments in associates The Group’s investments in associates are accounted for under the equity method of accounting. These are entities in which the Group has between 20% to 50% of the voting power or over which it exercises significant influence. Investments in associates are carried in the balance sheet at cost, plus postacquisition changes in the Group’s share of net assets of the associate, less any impairment in value. The statement of income reflects the Group’s share of the results of its associates. Except for a non-material associate, the reporting dates of the associate and the Group are identical. The associates’ accounting policies conform to those used by the Group for like transactions and events in similar circumstances. Where separate financial statements are prepared, investments in associates are accounted for at cost less impairment losses. i) Investments in subsidiaries The investments in subsidiaries are accounted for under the purchase method of accounting. These are entities in which the Parent company has between 50% to 100% of the voting power or over which it has the power directly or indirectly to govern the financial and operating policies of an entity. Where separate financial statements are prepared, investments in subsidiaries are carried in the balance sheet at cost, less any impairment in value of any individual investment. j) Investments held to maturity Investments held to maturity represent investments where the group has the positive intention and ability to hold to maturity. These are initially recorded at cost and subsequently re-measured at amortised cost using the effective interest method, less any provision for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition over the period to maturity. For investments carried at amortised cost, gains and losses are recognised in income when the investments are derecognised or impaired, as well as through the amortisation process. Page 10 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 3 SIGNIFICANT ACCOUNTING POLICIES (continued) k) Impairment and uncollectibility of financial assets An assessment is made at each balance sheet date to determine whether there is objective evidence that a financial asset or group of financial assets may be impaired. If such evidence exists, the estimated recoverable amount of that asset is determined and any impairment loss recognised for the difference between the recoverable amount and the carrying amount. Impairment losses are recognised in the statement of income. l) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis. Raw materials and packing materials cost represents the invoice value of materials and related direct expenses. Work in progress cost represents a proportionate cost of the raw materials, direct labour and other attributable overheads. Finished goods cost represents the cost of the raw materials, direct labour and other attributable overheads. Net realisable value is based on estimated selling price in the ordinary course of business less any further costs expected to be incurred to completion and sale. m) Accounts receivable Accounts receivable are stated at original invoice amount less a provision for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when established. n) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets as follows: Building Plan and machinery Furniture, fixtures and office equipment Leasehold improvements Vehicles over 20 to 40 years over 15 to 20 years over 3 to 5 years over 5 years over 3 to 4 years Expenditure for major additions and improvements are capitalised, while maintenance and repairs which do not enhance the economic lives of the assets, its capacity or reducing substantially operating costs are charged to expense when incurred. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. When items of property, plant and equipment are retired, derecognised or otherwise disposed off the related cost and accumulated depreciation thereto are removed and any resultant gain or loss is included in the income statement. The carrying values of these assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. Page 11 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 3 SIGNIFICANT ACCOUNTING POLICIES (continued) o) Intangible assets i. Goodwill Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash- generating units), to which the goodwill relates. Where the recoverable amount of the cashgenerating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. ii. Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses. p) Provisions Provisions are recognised when the group has an obligation (legal or constructive) arising from a past event, and the costs to settle the obligation are both probable and able to be reliably measured. q) Taxation Taxation is provided for in accordance with Omani fiscal regulations. Deferred income taxation is provided using the liability method on all temporary differences at the balance sheet date. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on laws that have been enacted at the balance sheet date. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. r) Accounts payable and accruals Liabilities are recognised for amounts to be paid in the future for services received, whether billed or not. s) Term loans Term loans are carried on the balance sheet at their principal amount. Interest is charged as an expense as it accrues, with unpaid amounts included in accounts payable and accruals. Page 12 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 3 SIGNIFICANT ACCOUNTING POLICIES (continued) t) Loans from the Government The loans from the Governments of Oman and UAE are carried on the balance sheet at fair value being the fair value of consideration received. The fair value of the consideration received is the sum of all future cash payments, discounted using the market borrowing rates of interest for loans having similar maturity to discount the future contractual cash flow. The difference between the fair value and the principal amount of the loans is treated as a Government grant and deferred over the period of the loans. u) Deferred Government grant The deferred government grant is recognised as income over the periods necessary to match it on a systematic basis to the costs which it is intended to compensate. v) Employees’ end of service benefits Contributions to a defined contribution retirement plan, for Omani employees in accordance with the Oman Social Insurance Scheme, are recognized as an expense in the income statement as incurred. Provisions for non-Omani employee terminal benefits under an unfunded defined benefit retirement plan, is made in accordance with Omani Labour Law and is calculated by estimating the amount of future benefits that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value. w) Fiduciary assets Assets held in trust or in a fiduciary capacity are not treated as assets of the Group. x) Revenue recognition Sales are recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be reliably measured. Brokerage commission is recognised on completion of each deal. Interest revenue is recognised on an accrual basis net of related provisions for amounts considered doubtful of collection. Dividends are recognised when the right to receive the dividend is established. y) Directors’ remuneration Directors’ remuneration is calculated by the Parent company and each of its subsidiaries based on the individual company’s net profit for the year (before Directors’ remuneration), applying the overall limits set out by the current regulations governing the determination of Directors’ remuneration. Page 13 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 3 SIGNIFICANT ACCOUNTING POLICIES (continued) z) Foreign currencies i) Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the income statement. ii) The accounting records of Parent company’s branch at Abu Dhabi and that of its subsidiary United Brokerage Company LLC are maintained in UAE Dirhams. The Rial Omani amounts included in the consolidated and Parent company financial statements have been translated at an exchange rate of 0.1047 Rial Omani to each UAE Dirham for the income statement and the balance sheet items. As both the Rial Omani and UAE Dirham are pegged to the US Dollar, no differences arise on translation. aa) Trade and settlement date accounting All “regular way” purchases and sales of financial assets are recognised on the trade date, i.e. the date that the entity commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place. bb) Fair values For investments traded in organised financial markets, fair value is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For unquoted investments, a reasonable estimate of the fair value is determined by reference to the market value of a similar investment or is based on the expected discounted cash flows. Where fair values cannot be reliably measured, investments are measured at cost. The fair value of interest-bearing items is estimated based on discounted cash flows using interest rates for items with similar terms and risk characteristics. cc) Classification of investments Management decides on acquisition of an investment whether it should be classified as held to maturity, held for trading or available for sale. For those deemed to be held to maturity management ensures that the requirements of IAS 39 are met and in particular the Group has the intention and ability to hold these to maturity. The Group classifies investments as trading if they are acquired primarily for the purpose of making a short term profit by the dealers. All other investments are classified as available for sale. dd) Segment reporting A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. ee) Dividends Dividends are recommended by the Board after considering the profit available for distribution and the Parent Company’s future cash requirements and are subject to approval by the shareholders at Annual General Meeting. Dividends are recognized as a liability in the period in which they are declared. Page 14 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 4 INVESTMENTS IN SUBSIDIARIES i) The consolidated financial statements include the financial statements of the Parent company and the subsidiaries listed in the following table: 2007 2007 2008 2008 Percentage Percentage Company name Activity Cost held Cost Held RO % % (i) United Brokerage Company LLC, UAE (ii)Majan Capital Fund (iii) Omani Pedigree Goat Breeding Co LLC (iv) Omani Euro Food Industries Co SAOG (vI Dhofar Fisheries Industries Co SAOG Financial services Financial services Breeding of Goats Manufacture of baby food Fish Processing Total cost Less: Impairment losses for (i), (iv) and (v) above 1,570,500 50.00 1,570,500 50.00 1,412,059 90.83 1,412,059 90.31 324,644 100.00 324,644 100.00 1,913,251 65.80 1,913,251 65.80 2,517,812 ----------------------7,738,266 99.13 2,517,812 ----------------------7,738,266 99.13 (4,918,712) (4,421,779) ----------------------2,819,554 ========= ----------------------3,316,487 ========= (i) United Brokerage Co LLC The Group has 50% holding in United Brokerage Co LLC (“UBC”) a company registered in UAE. The Board of Directors believe that the Group has the power to govern the financial and operational policies of UBC as at 31 December 2008. Accordingly, it continues to be accounted as a subsidiary. In view of the loss and erosion in equity capital the Parent Company has charged an impairment towards investment for RO 487,649. (ii) Majan Capital Fund The Parent company has holding at 90.83% as on 31 December, 2008 ( 31 December, 2007 90.31%). The holding has increased as some of the units of the minority unitholders were redeemed during the year. iii) Omani Pedigree Goat Breeding Co LLC During 2007, the Parent company has invested RO 216,644 in Omani Pedigree Goat Breading Co LLC, a company registered in the Sultanate of Oman. As at 31 December 2008, the investment is carried at cost, as the Board of Directors considers this approximates to fair value. The holding in this company includes 3,246 shares (1%) not held in the Parent company’s name but held by a Director as a trustee of the Parent company. During 2008, the Parent Company has extended an advance of RO 541,200 (2007 RO 588,356) pending registration for increase in share capital of the company. iv) Dhofar Fisheries Industries Co SAOG The Parent Company has 99.13% holding in Dhofar Fisheries Industries Co SAOG (“DFIC”) a company registered in the Sultanate of Oman. As at 31 December 2008, DFIC’s accumulated losses have exceeded the share capital of the company. Hence, the Parent Company has fully established an impairment provision against the total investment of RO 2,517,812 in the share capital of the company and also against the loan of RO 2,253,007 extended till 31 December 2008. In view of the continuing losses and erosion of the equty capital of DFIC, the Parent Company has established a further provision of RO 479,115 towards its guarantee obligations against the total borrowings of RO 4,436,653 payable by DFIC to its lenders as at 31 December 2008. Page 15 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 4 INVESTMENTS IN SUBSIDIARIES (continued) v) Omani Euro Food Industries Co. SAOC The Parent Company has 65.8% holding in Omani Euro Food Industries Co SAOG (OEFIC) as at 31 December 2008. Due to the continuing losses incurred by OEFIC, the entire investment in the OEFIC as at 31 December 2008 was treated as fully impaired and charged to the income statement. During 2008, the Parent company has charged RO 9,284 towards impairment of its investment in this company. The holding in Omani Euro Food Industries Co SAOG, includes 4,000 shares, not held in the Parent company’s name but held by a former Director and an employee as a trustee of the Parent Company. 5 CASH AND CASH EQUIVALENTS Cash and cash equivalents included in the statement of cash flows comprise the following balance sheet amounts: Bank balances and cash Bank overdrafts 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO 7,005,189 (8,536,465) ──────── (1,531,276) ═══════ 3,854,632 (6,446,204) ──────── (2,591,572) ═══════ 312,108 (4,545,446) ──────── (4,233,338) ═══════ 40,836 (4,433,887) ──────── (4,393,051) ═══════ Group Bank balances and cash include bank deposits of RO 5,874,706 (31 December 2007 - RO 3,596,038) with a commercial bank in UAE. This is denominated in UAE Dirhams, with an average interest ranging from 3% to 4.62% (31 December 2007 – 3.6%). A bank deposit of RO 4,513,606 (31 December 2007 – RO 3,596,038) has been pledged against overdraft facilities. Bank balances and cash include bank deposits at 31 December 2008 of RO 205,392 (31 December 2007 of RO 424,256) with a commercial bank in Oman. This was denominated in Rial Omani currency with an average annual interest of 2% (31 December 2007 – 1% to 3.5%). Bank overdrafts include balances of RO 3,281,695 (31 December 2007 – RO 2,998,882) with commercial banks in Oman. These are denominated in Rial Omani with effective annual interest rates ranging from 7% to 8% (31 December 2007 – 6% to 9%). These facilities are secured by the pledge of securities with a carrying value of RO 2,000,000 (31 December 2007 - RO 3,300,000) and corporate guarantee from the Parent company. Bank overdraft include balances of RO 5,254,770 (31 December 2007 – RO 3,017,672) with commercial banks in the UAE. These are denominated in UAE Dirhams with effective annual interest rate ranging from 6.81% (31 December 2007 – 5.58% to 9%). These facilities are secured by the pledge of securities with a carrying value of RO 4,761,963 (31 December 2007 - RO 5,932,754). Page 16 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 5 CASH AND CASH EQUIVALENTS (continued) Parent Company Bank balances and cash include bank deposits at 31 December 2008 of RO 205,392 (2007 RO Nil) with a commercial bank in Oman. This was denominated in Rial Omani, with an annual interest of 2%. Bank overdrafts include balances of RO 1,500,316 (31 December 2007 – RO 1,416,215) with commercial banks in Oman. These are denominated in Rial Omani with effective annual interest rates ranging from 7% to 8% (31 December 2007 – 6% to 9%). These facilities are secured by the pledge of securities with a carrying value of RO 2,000,000 (31 December 2007 - RO 3,300,000). Bank overdraft includes balances of RO 3,045,130 (31 December 2007 – RO 3,017,672) with commercial banks in the UAE. These are denominated in UAE Dirhams with effective annual interest rate ranging from 6.81% (31 December 2007 – 6 % to 9%). These facilities are secured by the pledge of securities with a carrying value of RO 4,554,450 (31 December 2006 - RO 4,554,450). Page 17 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 6 INVESTMENTS 2008 --------------------------------------------------------------------------------------------------------------------------Held for Available Original trading for sale Total cost RO RO RO RO 2007 ----------------------------------------------------------------------------------------------------------------------------------Held for Available for Original trading sale Total cost RO RO RO RO 11,039,835 1,169,437 1,526,631 ─────── 13,735,903 ─────── 625,034 4,394,692 2,251,196 ─────── 7,270,922 ─────── 11,664,869 5,564,129 3,777,827 ─────── 21,006,825 ─────── 12,277,109 6,144,150 5,282,756 ─────── 23,704,015 ─────── 25,928,889 3,252,302 5,715,916 ─────── 34,897,107 ─────── 8,328 2,435,129 1,798,702 ─────── 4,242,159 ─────── 25,937,217 5,687,431 7,514,618 ─────── 39,139,266 ─────── 11,433,704 4,402,063 5,458,652 ─────── 21,294,419 ─────── 812,112 1,042,322 10,699 ─────── 1,865,133 ─────── 292,637 709,723 ─────── 1,002,360 ─────── 1,104,749 1,752,045 10,699 ─────── 2,867,493 ─────── 971,118 1,039,934 22,908 ─────── 2,033,960 ─────── 2,360,977 1,870,726 539,205 1,106,900 2,900,182 2,977,626 999,551 1,230,918 ─────── 4,231,703 ─────── ─────── 1,646,105 ─────── ─────── 5,877,808 ─────── ─────── 2,230,469 ─────── ─────── ─────── 255,177 3,978,740 1,744,937 ─────── 5,978,854 ────── 255,177 3,978,740 1,744,937 ─────── 5,978,854 ─────── 657,000 3,978,740 1,744,937 ─────── 6,380,677 ─────── ────── ─────── 467,800 41,240 2,401,187 ─────── 2,910,227 ────── 467,800 41,240 2,401,187 ─────── 2,910,227 ─────── 657,000 41,240 2,401,187 ─────── 3,099,427 ─────── 533,970 533,970 533,970 533,970 533,970 213,588 213,588 213,588 213,588 213,588 3,490,000 3,490,000 3,490,000 3,490,000 3,490,000 ─────── ─────── ─────── ─────── ─────── ─────── ─────── 4,237,558 4,237,558 4,237,558 4,237,558 4,237,558 ─────── ─────── ─────── ─────── ─────── ─────── ─────── Total 39,128,810 13,036,049 52,164,859 15,601,036 18,489,694 34,090,730 36,356,210 ═══════ ═══════ ═══════ ═══════ ═══════ ═══════ ═══════ Investments aggregating RO 16,423,548 (31 December 2007 – RO 27,309,773) are pledged to commercial banks as security against credit facilities. 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 30,861,,873 ═══════ Group Local quoted investments: Banking and investment sector Manufacturing sector Services and other sectors Overseas quoted investments: Banking and investment sector Services and other sectors Industrial Local unquoted investments: Banking and investment sector Service Industrial Overseas unquoted investment Banking and investment sector Industrial Services and other sectors In the case of certain ‘Available for sale’ investments, wherever the decline in value was substantial in comparison with the original cost of investment, such decline in value amounting to RO 1,962,517 (see note 22) was charged as impairment of investment in the statement of income as against the policy of charging the same in the equity. Page 18 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 Unquoted available for sale investments except the investments in funds are carried at cost, less of impairment if any, as the Board of Directors considers this approximate to fair value. Subsequent to 31 December 2008, there has been a significant volatility in the market values of the quoted investments held by the Group. Consequently, the values disclosed as the balance sheet date many not be representative of values as subsequent date. Based on market values as at 8 th March 2009, the aggregate decrease in such values are in the amount of approximately RO 2,946,582 in the case of ‘Held for trading’ and RO 463,528 in the case of ‘Available for Sale’ category of investments. Page 19 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 6 INVESTMENTS (continued) Parent Local quoted investments: Banking and investment sector Manufacturing sector Services and other sectors Overseas quoted investments: Banking and investment sector Services and other sectors Local unquoted investments: Banking and investment sector Service Industrial Overseas unquoted investment Banking and investment sector Industrial Services and other sectors Total 2008 --------------------------------------------------------------------------------------------------------------------------Held for Available Original Trading for sale Total cost RO RO RO RO 2007 ----------------------------------------------------------------------------------------------------------------------------------Held for Available for Original trading sale Total cost RO RO RO RO 9,960,585 760,003 656,667 ─────── 11,377,255 ─────── 614,730 4,394,692 2,251,196 ─────── 7,260,618 ─────── 10,575,315 5,154,695 2,907,863 ─────── 18,637,873 ─────── 9,796,124 5,394,108 4,042,678 ─────── 19,232,910 ─────── 23,944,237 2,062,165 4,024,848 ─────── 30,031,250 ─────── 2,435,129 1,798,702 ─────── 4,233,831 ─────── 23,944,237 4,497,294 5,823,550 ─────── 34,265,081 ─────── 9,759,235 3,313,037 4,000,986 ─────── 17,073,258 ─────── 645,403 975,017 ─────── 1,620,420 ─────── 292,637 647,227 ─────── 939,864 ─────── 938,040 1,622,244 ─────── 2,560,284 ─────── 719,940 895,750 ─────── 1,615,690 ─────── 1,893,474 1,638,200 ─────── 3,531,674 ─────── 539,205 693,594 ─────── 1,232,799 ─────── 2,432,679 2,331,794 ─────── 4,764,473 ─────── 748,373 1,011,869 ─────── 1,760,242 ─────── ─────── ─────── 255,177 3,978,740 1,744,937 ─────── 5,978,854 ────── 255,177 3,978,740 1,744,937 ─────── 5,978,854 ─────── 657,000 3,978,740 1,744,937 ─────── 6,380,677 ─────── ─────── ─────── 467,800 41,240 2,401,187 ─────── 2,910,227 ────── 467,800 41,240 2,401,187 ─────── 2,910,227 ─────── 657,000 41,240 2,401,187 ─────── 3,099,427 ─────── ─────── ─────── 12,997,675 ═══════ 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 18,416,894 ═══════ 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 31,414,569 ═══════ 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 31,466,835 ═══════ ─────── ─────── 33,562,924 ═══════ 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 12,614,415 ═══════ 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 46,177,339 ═══════ 533,970 213,588 3,490,000 ─────── 4,237,558 ─────── 26,170,485 ═══════ Investments aggregating RO 16,216,035 (31 December 2007– RO 26,747,448) are pledged to commercial banks as security against credit facilities. Page 20 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS forming part of the financial statements for the year ended 31 December 2008 ‘Available for sale’ investments for which there has been a significant or prolonged decline in the fair value below their cost have been considered as impaired. For such investments, the cumulative loss corresponding to the difference between the acquisition cost and the current fair value that has been recognized directly in equity was recycled to the statement of income as impairment of investment in the amount of RO 1,962,517 (see note 22). Unquoted available for sale investments except the investments in funds are carried at cost, less of impairment if any, as the Board of Directors considers this approximate to fair value. Subsequent to 31 December 2008, there has been a significant volatility in the market values of the quoted investments held by the Parent company. Consequently, the values disclosed as the balance sheet date many not be representative of values as subsequent date. Based on market values as at 8th March 2009, the aggregate decrease in such values are in the amount of approximately RO 2,632,547 in the case of ‘Held for trading’ and RO 459,739 in the case of ‘Available for Sale’ category of investments. Page 21 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 7 DETAILS OF SIGNIFICANT INVESTMENTS Details of the Group’s investment securities in which its holding exceeds 10% of the market value of its investment portfolios, “ held for trading” and “available for sale”, as of 31 December 2008 are set out below: Group Holding % of investment portfolio Number of securities Carrying and fair value RO Original cost RO 31 December 2008 Portfolio held for trading Quoted local securities: Bank Muscat SAOG shares 14 9,108,688 ========= 7,259,624 ========= 5,714,369 ========= 31 December 2007 Quoted local securities: Bank Muscat SAOG Shares 26 9,668,847 ========= 18,564,186 ========= 5,627,774 ========= 31 December 2008 Portfolio held for trading Quoted local securities Bank Muscat SAOG shares 15 8,643,997 ========= 6,889,266 ========= 4,984,038 ========= 31 December 2007 Portfolio held for trading Quoted local securities Bank Muscat SAOG Shares 30 18,062,202 ========= 5,212,623 ========= Parent company 9,407,397 ========= Details of the Group’s investment securities in which its holding exceeds 10% of the investee company’s share capital as at 31 December 2008 are as follows: Holding % Number of Securities Carrying and fair Value RO Original Cost RO Group 31 December 2008 Investments available for sale: Quoted local securities: Oman Fiber Optic Co SAOG Computer Stationery Industry Co SAOG National Aluminium Products Co SAOG 16 11 11 580,457 110,996 3,600,000 ────── 4,291,453 ========= 1,915,508 361,847 943,200 ────── 3,220,555 ========= 735,965 362,349 1,650,747 ────── 2,749,061 ========= 31 December 2007 Investments available for sale: Quoted local securities: Oman Fiber Optic Co SAOG Horizon Technologies SAOC 16 17 569,820 656,250 ─────── 1,226,070 ========= 1,560,737 656,250 ────── 2,216,987 ========= 700,745 656,250 ────── 1,356,995 ========= Page 22 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 7 DETAILS OF SIGNIFICANT INVESTMENTS (continued) Holding % Number of securities Carrying and fair value RO 15.91% 11.01% 580,457 110,996 1,915,508 361,847 735,965 362,349 10.72% 3,600,000 943,200 1,650,747 ────── 4,291,453 ========= ────── 3,220,555 ========= ────── 2,749,061 ========= 569,820 656,250 ────── 1,226,070 ========= 1,560,737 656,250 ────── 2,216,987 ========= 700,745 656,250 ────── 1,356,995 ══════ Parent company 31 December 2008: Investments available for sale: Quoted local securities: Oman Fiber Optic Co SAOG Computer Stationery Industry Co SAOG National Aluminium Products Co SAOG 31 December 2007: Investments available for sale: Quoted local securities: Oman Fiber Optic Co SAOG Horizon Technologies Co SAOC 8 16 17 Original Cost RO RECEIVABLE 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO Amounts due from related parties Trade receivables Advance for shares pending allotment Shareholders Loan Other receivables Prepaid expenses 33,114 463,205 370,433 5,372,492 4,271,005 - 3,102,407 48,662 3,937,500 171,180 171,180 834,913 453,238 181,927 225,174 239,992 28,549 ─────── ─────── ─────── 10,740,512 1,360,729 4,652,661 Provision for impairment in value (412,505) (254,816) (2,267,897) ─────── ─────── ─────── 10,328,007 1,105,913 2,384,764 ══════ ══════ ══════ The movement in provision for impairment in value is analysed as follows: 3,937,500 127,114 28,917 ─────── 7,244,600 (1,256,539) ─────── 5,988,061 ══════ 1 January Provision charged during the year Receivables written off Transfer from provision for bank guarantees Write back of provision no longer required 412,504 15,463 (171,253) 585,833 26,610 - 1,256,539 469,136 (48,380) 1,100,026 668,287 - - - 592,500 - (199,938) (1,898) ─────── ─────── 412,505 2,267,897 ══════ ══════ (511,774) ─────── 1,265,539 ══════ 31 December (1,898) ─────── 254,816 ══════ Page 23 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 9 INVESTMENTS IN ASSOCIATES Group Associate Activity The Financial Corporation SAOG Financial Services Hospitality Services Medical Services PET – Recycling Cargo handling Oman Hotels and Tourism Co SAOG Oman Medical Projects Co SAOG Horizon Technologies Co SAOC Emirates Ship Investment Company LLC Less: Impairment of goodwill Less: Reclassified as investment held for sale (See Note 10) (i) Carrying value 2007 RO Cost 2007 RO Share of results 2007 RO -808,281 29 3,126,997 1,984,785 754,851 5,168,563 1,003,186 31 5,642,412 5,139,640 502,772 - 3,012,941 - 35 - 2,909,839 - 20 872,274 980,000 (107,726) 34 5,928,721 - 2,960,566 (397,581) (3,107,830) - 34 9,667,078 - 2,960,566 - 2,495,626 - (5,928,721) (2,562,985) ----------------------- ----------------------11,042,537 13,046,958 ========== ========== ---------------------(3,020,651) ========= --------------------- ----------------------18,436,487 12,994,830 ======== ========== --------------------3,753,249 ========= Holding 2008 (%) Carrying value 2008 RO Cost 2008 RO Share of results 2008 RO 37 3,994,834 3,885,454 31 6,175,429 38 Holding 2007 (%) (i) The investment in Oman Medical Projects Co SAOG is carried at nil value as the investment was considered as fully impaired in the earlier years. The Parent Company’s share of unabsorbed losses amounted to RO 789,652, as at 31 December 2008 (31 December 2007 – RO 607,568) is not recognized in the statement of income. (ii) Investments aggregating to RO 13,370,093 (31 December 2007 – RO 8,379,956) are pledged to commercial banks as security against credit facilities. (iii) The market value of holdings in Fincorp is RO 7,955,494 (31 December 2007 – RO 3,360,543),Oman Hotels and Tourism Company SAOG is RO 5,732,716 (31 December 2007 – RO 5,561,310) and Oman Medical Projects Co SAOG RO 2,339857 (31 December 2007 – RO 1,017,340). Page 24 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 9. INVESTMENTS IN ASSOCIATES (continued) Acquisition of Associates i. Oman Medical Projects Co SAOG During 2008, the Parent Company increased its holding in Oman Medical Projects Co SAOG (OMPC) from 35.49% to 38.36% through additional acquisition of 175,303 equity shares amounting to RO 103,102. The goodwill amounted to RO 103,102 and this has been treated as fully impaired in view of the continuing losses of the company. ii. The Financial Corporation SAOG During 2008, the Parent Company increased its holding in The Financial Corporation SAOG (FINCORP) from 29.17% to 36.56% through additional acquisition of 444,578 shares amounting to RO 1,900,668. The goodwill amounted to RO 1,137,295 and is being included as part of the carrying value as at 31 December 2008. iii. Oman Hotels and Tourism Co SAOG During 2008, the Parent Company increased its holdings in Oman Hotels and Tourism Co SAOG from 31.02% to 31.17% through acquisition of 7,202 equity shares amounting to RO 28,923. The goodwill amounted to RO 14,504 and is being included as part of the carrying value as at 31 December 2008. iv. Horizon Technologies Co SAOC During 2008, the Parent Company increased its holdings in Horizon Technologies Co SAOC from 17.5% to 20% through subscription of 323,750 equity shares amounting to RO 323,750. Till this additional acquisition, the investment whose original cost was RO 656,250 was classified under ‘Available for Sale’ category and consequent to this additional acquisition, this investment has become an investment in an Associate company. The total cost of this investment is RO 980,000 includes goodwill on acquisition amounting to RO 107,913 and is included as part of the carrying value as at 31 December 2008. 2008 2007 RO RO Share of associates’ balance sheets Assets Liabilities Net assets 23,929,686 49,545,003 9,478,998 24,710,723 ─────── ─────── 14,450,688 24,834,280 ══════ ══════ 5,229,710 12,248,279 ══════ (3,020,651) ══════ 3,753,249 ══════ ══════ Share of associates’ revenues and profit Revenues (Loss) / Profit Page 25 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 9. INVESTMENTS IN ASSOCIATES (continued) Parent company at cost 2008 RO 2007 RO - 2,960,566 (ii) The Financial Corporation SAOG 3,885,454 1,984,785 (iii) Oman Medical Projects Company SAOG 3,012,941 2,909,839 (iv) Oman Hotels and Tourism Company SAOG 5,168,563 5,139,640 980,000 - Total cost ─────── 13,046,958 ─────── 12,994,830 Less: impairment in value for (iii) (3,012,941) (2,909,839) (i) Emirates Ship Investment Company LLC (see note 10) (v) Horizon Technologies Co SAOC ─────── 10,034,017 ══════ ─────── 10,084,991 ══════ 10. INVESTMENT HELD FOR SALE During February 2009, the Parent company has entered into an agreement with the co-shareholders of Emirates Ship Investment Co LLC towards the divestment of its entire holding of 34.22% in favour of them for a sale consideration of RO 5,928,721 (USD 15.4 Million) based on an enterprise valuation of USD 45 Million. As at 31 December 2008, the investment of the Parent company and the Group in this company has been classified as held for sale and measured at the lower of its carrying amount and fair value less costs to sell as at 31 December 2008. The goodwill paid in the earlier years towards acquisition of shares in this company amounting to RO 397,581 which has been included in the cost of acquisition has been treated as fully impaired as at 31 December 2008 and charged to the statement of income. As against the original cost of this investment of RO 2,562,985, after impairment of goodwill, the carrying value was RO 5,928,721 as at 31 December 2008. Page 26 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 11 PROPERTY, PLANT AND EQUIPMENT Group 1 January 2008, net of accumulated depreciation Additions Disposals Depreciation charge for the year 31 December 2008, net of accumulated depreciation At 1 January 2008 At cost Accumulated depreciation At 31 December 2008 At cost Accumulated depreciation Building RO Plant and Machinery RO 4,247,482 1,169 (136,943) ─────── 4,111,708 ═══════ 8,007,153 30,913 (824,473) ─────── 7,213,593 ═══════ 5,404,015 (1,156,533) ─────── 4,247,482 ═══════ 5,405,184 (1,293,476) ─────── 4,111,708 ═══════ Furniture and fixtures RO 41,375 59,366 Leasehold improvements RO Office equipment RO Vehicles RO Capital work in progress RO Total RO (27,036) ─────── 73,705 ═══════ ─────── ═══════ 219,997 125,548 106,538 97,280 (450) (85,438) (54,306) ─────── ─────── 240,647 168,522 ══════ ═══════ 891,327 208,065 ─────── 1,099,392 ═══════ 13,532,882 503,331 (450) (1,128,196) ─────── 12,907,567 ═══════ 13,070,139 (5,062,986) ─────── 8,007,153 ═══════ 233,620 (192,245) ─────── 41,375 ═══════ 98,561 (98,561) ─────── ═══════ 441,213 271,455 (221,216) (145,907) ─────── ─────── 219,997 125,548 ══════ ═══════ 891,327 ─────── 891,327 ═══════ 20,410,330 (6,877,448) ─────── 13,532,882 ═══════ 13,101,052 (5,887,459) ─────── 7,213,593 ═══════ 292,986 (219,281) ─────── 73,705 ═══════ 98,561 (98,561) ─────── ═══════ 544,237 355,835 (303,590) (187,313) ─────── ─────── 240,647 168,522 ══════ ═══════ 1,099,392 ─────── 1,099,392 ═══════ 20,897,247 (7,989,680) ─────── 12,907,567 ═══════ The property, plant and equipment of a subsidiary company are mortgaged as security against Government and other term loans. The depreciation charge for the year has been included in cost of sales, RO 933,006 (2007: RO 930,684) and administration expenses RO 195,190 (2007: RO 121,630). Page 27 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 11 PROPERTY, PLANT AND EQUIPMENT (continued) Parent 1 January 2008, net of accumulated depreciation Additions Disposals Depreciation charge for the year 31 December 2008, net of accumulated depreciation 1 January 2008 At cost Accumulated depreciation 31 December 2008 At cost Accumulated depreciation Furniture and fixtures RO Leasehold improvements RO - Office equipment RO Vehicles RO 60,045 36,500 (26,941) ─────── 69,604 ═══════ 72,245 46,511 (227) (33,721) ─────── 84,808 ═══════ Total RO 612 376 (312) ─────── 676 ═══════ ─────── ═══════ 11,588 9,635 (227) (6,468) ─────── 14,528 ═══════ 90,890 (90,278) ─────── 612 ═══════ 98,561 (98,561) ─────── ═══════ 79,314 (67,726) ─────── 11,588 ═══════ 106,214 (46,169) ─────── 60,045 ═══════ 374,979 (302,734) ─────── 72,245 ═══════ 91,265 (90,589) ─────── 676 ═══════ 98,561 (98,561) ─────── ═══════ 88,333 (73,805) ─────── 14,528 ═══════ 142,714 (73,110) ─────── 69,604 ═══════ 420,873 (336,065) ─────── 84,808 ═══════ - Page 28 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 12 IMPAIRMENT OF GOODWILL 2007 Group RO 2008 Group RO Goodwill arising on acquisition of: - Subsidiaries (see note 4) - Associates (see note 9 & 10) Less: Impairment of goodwill 31 December 13 500,683 ─────── 500,683 (500,683) ─────── ═══════ 743,084 ─────── 743,084 (743,084) ─────── ═══════ - - 496,932 1,962,517 113,423 ─────── 2,075,940 ═══════ 743,084 ─────── 743,084 ═══════ 1,962,517 113,423 ─────── 2,572,872 ═══════ 500,683 ─────── 500,683 (500,683) ─────── ═══════ 2007 Parent RO 555,055 743,084 ─────── 1,298,139 (1,298,139) ─────── ═══════ IMPAIRMENT OF INVESTMENT - Subsidiaries (see note 4) - Available for sale Quoted (see note 6 & 22) Unquoted 31 December 14 2008 Parent RO 555,055 743,084 ─────── 1,298,139 ═══════ AMORTISATION OF INTANGIBLE ASSET Omani Pedigree Goat Breeding Co LLC a subsidiary of the Group has entered into an agreement to acquire technical know-how, including the management of the project at a cost of RO 150,000. The amount is payable under various stages and upto 31 December 2008 RO 90,000 (31 December 2007 – RO 75,000) was paid. Process technology costs representing technical know how fees are amortised over five years from the date of commercial operations subject to impairment losses and during 2008, RO 6,000 has been charged out of RO 90,000 towards amortization, as the operations have commenced from 1st September 2008 and the balance of RO 84,000 is carried over. 15 TAXATION The tax authorities in Oman follow the legal entity Concept. There is no concept of Group taxation in Oman. The Group’s entities consist of Oman & Emirates Investment Holding Company SAOG and Subsidiaries, United Brokerage Company LLC, Majan Capital Fund, Omani Euro Food Industries Company SAOG, Omani Pedigree Goat Breeding Co LLC and Dhofar Fisheries Industries Co SAOG. a) Oman & Emirates Investment Holding Company SAOG The tax rate applicable to the Parent Company is 12% (31 December 2006 - 12%). For the purpose of determining the taxable result for the year, the accounting profit has been adjusted for tax purposes. Adjustments for tax purposes include items relating to both income and expense. The adjustments are based on the current understanding of the existing tax laws, regulations and practices. The adjustments to accounting profit for the year has resulted in a taxable loss. Page 29 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 15 TAXATION (continued) a) Oman & Emirates Investment Holding Company SAOG (continued) The Parent Company has taxation losses available for offset against future taxable profits as follows: Available to 31 December 2007 (assessed) Available to 31 December 2008 (declared) Available to 31 December 2009 (declared) Available to 31 December 2010 (declared) Available to 31 December 2011 (declared) Available to 31 December 2012 (declared) 2008 RO 2007 RO 1,953,007 2,093,510 889,618 1,712,027 5,036,154 1,856,555 ========= 279,620 2,093,510 889,618 1,712,027 5,036,154 ========= The assessments of the Parent Company have been issued by the tax department up to the tax year 2002. A deferred tax asset arises on the timing difference of provisions and brought forward losses. No deferred tax has been recognized as it is not probable that future taxable profits will be available against which the Parent company can utilise the benefit from provisions and brought forward losses. b) United Brokerage Company LLC United Brokerage Company LLC is a limited liability company registered and incorporated in the United Arab Emirates (UAE) and is engaged in providing brokerage services. The Company is not subject to taxation in the UAE. c) Majan Capital Fund The fund is domiciled in the Sultanate of Oman. Under Royal Decrees 54 and 55 of 2003, amending certain provisions of the income tax laws, there are no income, capital gain or other taxes payable by the Fund. Accordingly, the Fund has not made any provision for tax for the year ended 31 December 2008. d) Omani Euro Food Industries Company SAOG No provision for taxation has made as the company has accumulated losses till 2008. No deferred tax is recognized as the company has accumulated losses and the company continues to make losses and therefore no future taxable profits are anticipated for set off. e) Dhofar Fisheries Industries Co SAOG In accordance with Ministerial Decree No. 47/ 2002 issued by the Ministry of Finance, the Company was exempted from income tax for a period of five years from the commencement of commercial operations till 30 September 2006 and the company has been granted further exemption for a period of five year upto 22 May 2011. The management has decided not to consider the potential deferred tax benefit arising from carry forward losses until future profitability is consistently demonstrated. f) Omani Pedigree Goat Breeding Co LLC No provision for taxation has been made as the company has incurred losses for the current year and earlier years. Further the company is expected to be exempt from taxation as an ‘industrial’ project for a period of 5 years from the date of commencement of commercial operations. Page 30 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 16 ACCOUNTS PAYABLE AND ACCRUALS Accounts payable Other payables and accruals Interest payable Directors’ remuneration Due to related parties Lease finance Unclaimed dividend Employees’ end of service benefit 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO 1,194,066 772,318 31,885 44,996 888,423 9,743 104,514 222,441 ─────── 3,268,386 ═══════ 4,648,613 872,350 12,600 261,425 1,036,105 9,470 146,321 ─────── 6,986,884 ═══════ 22,874 223,077 31,885 26,332 104,514 112,836 ────── 521,518 ══════ 20,633 609,623 12,600 180,129 84,205 ────── 907,190 ══════ Movements in the liability recognized for employees end of service benefits 1 January Expenses recognised in the statement of income Transfers End of service benefits paid 31 December 17 146,321 124,945 84,205 86,359 102,371 (10426) (15,825) ────── 222,441 ═════ 40,964 (19,588) ────── 146,321 ═════ 45,754 (10426) (6,697) ────── 112,836 ═════ 7,382 (9,536) ────── 84,205 ═════ TERM LOANS Notes Bank in Oman Rial Omani term loans (i) 13,552,809 10,220,067 10,535,000 7,050,000 Banks in UAE UAE Dirham term loan (ii) 3,389,284 3,198,201 3,389,284 3,198,201 ─────── 16,942,093 ═══════ ─────── 13,418,268 ═══════ ─────── 13,924,284 ═══════ ─────── 10,248,201 ═══════ Page 31 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 17 TERM LOANS (continued) Group: (i) The Group obtained the Rial Omani term loans which carry effective annual interest rates ranging from 6% to 7.5% per annum (31 December 2007 – 5% to 8.5%). The loans are secured by pledge over Parent Company’s trading investments, a corporate guarantee of the Parent company and first charge on the current assets of a subsidiary company and second charge over the property, plant and equipment of the subsidiary company. (ii) The Group obtained the UAE dirham term loans which carry effective annual interest rates ranging from 6.81% to 8.50% per annum (31 December 2007 – 5.86% to 6.90%). The loans are secured by pledge over Parent Company’s trading investments. Parent: (i) The Parent company obtained the Rial Omani term loans which carry effective annual interest rates ranging from 6% to 7.5% per annum (31 December 2007 – 6% to 8.5%). The loans are secured by pledge over Parent Company’s trading investments (ii) The Parent Company obtained the UAE dirham loans which carry effective annual interest rates ranging from 6.81% to 8.50% per annum (2007 – 5.86% to 6.90%). These loans are secured by pledge over company’s trading investments. The maturity of the bank loans are as follows: Due within one year Due after one year 18 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO 7,872,064 9,070,029 3,823,258 9,595,010 7,175,824 6,748,460 3,230,758 7,017,443 ─────── 16,942,093 ═══════ ─────── 13,418,268 ═══════ ─────── 13,924,284 ═══════ ─────── 10,248,201 ═══════ LOAN FROM GOVERNMENTS Loan from Governments Loan 1 – OEFIC Loan 2 & 3 – OEFIC Loan 4 – DFICO 15,000,000 15,000,000 15,000,000 15,000,000 2,194,000 2,198,000 1,600,000 1,588,000 4,000,000 4,000,000 ─────── ─────── ─────── ─────── 15,000,000 22,786,000 22,794,000 15,000,000 Less: Deferred Government grant (3,064,000) (2,347,232) (3,064,000) (2,347,232) Less: Deferred Government grant (1,643,109) (1,558,119) Less: Deferred Government grant (438,679) (417,466) ─────── ─────── ─────── ─────── 11,936,000 18,378,193 17,733,202 12,652,768 ═══════ ═══════ ═══════ ═══════ (i) In 2001, the Parent company received interest free loans from the Governments of Oman and UAE of RO 7,500,000 each amounting to RO 15,000,000. The loans are repayable in November 2011. The loans have been stated at the fair value of consideration received. The fair value of the consideration received is the sum total of all future payments, discounted using the market borrowing rate of 6% for loans having similar maturity at the time of availment of loan. The difference between fair value and book value is treated as a deferred Government grant income and is released to income over the period necessary to match it with the related Government loan interest expense. The terms of the loan agreement provides for the payment of 10% interest for any delay in repayment of the loans on maturity. Page 32 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 18 LOAN FROM GOVERNMENTS (continued) ii) The Government Soft Loans 1, 2 and 3 were arranged through Oman Arab Bank SAOC, carrying interest at 3% per annum (net of subsidy). The loans have been rescheduled during the year 2008 and the repayments are as under: Loan 1 is repayable over 14 years in annual installments commencing from 2009 – RO 4,000, RO 5,000, RO 6,000, RO 15,000, RO 25,000, RO 28,000, RO 35,000, RO 50,000, RO 100,000, RO 150,000, RO 280,000, RO 400,000, RO 500,000 and RO 600,000 in 2022. Loan 2 is repayable over 7 years in annual installments commencing from 2009 - RO 4,000, RO 4,000, RO 5,000, RO 40,000, RO 75,000, RO 135,000, RO 200,000 and RO 329,000 in 2016. Loan 3 is repayable over 9 years in annual installments commencing from 2009 - RO 2,000, RO 2,000 RO 6,000, RO 25,000, RO 50,000, RO 75,000, RO 100,000, RO 140,000, RO 150,000 and RO 246,000 in 2018. These loans are secured against a first ranking legal mortgage over all present and future assets of the company. The amortised cost has been determined by effective interest rate method which is 9.5% per annum. iii) 19 Loan 4 from the Government of the Sultanate of Oman carry interest at 3% per annum and is payable in 8 equal annual installments commencing from June 2005. The loan is secured by registered mortgage of the company’s property, plant and equipment and endorsement of the insurance policy in respect of these assets in favour of the commercial bank disbursing the loan and the Government of the Sultanate of Oman. The loan agreements contain restrictive covenants that relate to the payment of the dividends and disposal of the company’s property, plant and equipment. The company has defaulted in the repayment of the loan installment in the current year. (2007: similar default) The amortised cost has been determined by effective interest rate method which is 9% per annum. SHARE CAPITAL Authorised – 200,000,000 Shares of RO 0.100 each (31 December 2007 – 7,500,000 shares of RO 1 each) Issued – 121,875,000 Shares of RO 0.100 each (31 December 2007 - 7,500,000 shares of RO 1 each) 2008 RO 2007 RO 20,000,000 7,500,000 12,187,500 7,500,000 ════════ ════════ At an extraordinary general meeting of the Parent Company’s shareholders held on 29 April 2006, the shareholders approved the increase in the authorized share capital to RO 20 Million from RO 7.5 Million, grant of a stock dividend at 25% for the year 2005, aggregating to RO 1,875,000 and also the split of 10 shares having a face value of 100 Baizas each for each share having a face value of RO 1 each. These changes were effected in February 2008 after receipt of the Royal Decree No. 16 / 2008 dated 12 February 2008. Besides, based on the approval of the shareholders at the Annual General Meeting held on 31 March 2008, the shareholders were credited with a stock dividend at 30%, aggregating to RO 2,812,500 for the year 2007 in April 2008. Shareholders of the Parent Company who own 10% or more of the shares, whether in their name, or through a nominee account, and the number of shares they hold are as follows: % Abu Dhabi Investment Company, UAE 30 2008 3,656,250 ════════ 2007 2,250,000 ════════ Page 33 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 20 LEGAL RESERVE As required by Oman company law, 10% of the profit for the year is transferred to legal reserve until such time as the reserve totals one third of the paid up share capital. In view of the losses incurred during 2008, no amount has been transferred by the Parent Company and the subsidiaries. The reserve is not available for distribution. The balance at the end of the year represents amounts relating to the Parent Company and its share of reserves of its subsidiaries. 2007 2007 2008 2008 Group Parent Group Parent RO RO RO RO Parent company Subsidiaries 31 December 21 2,500,000 247,324 ─────── 2,747,324 ═══════ 2,500,000 247,324 ─────── 2,747,324 ═══════ 2,500,000 ─────── 2,500,000 ═══════ 2,500,000 ─────── 2,500,000 ═══════ REVALUATION RESERVE The Parent company’s share in the revaluation reserve account which was arisen from the revaluation of land and buildings of the associates namely Oman Hotels and Tourism Co SAOG and Oman Medical Projects as at 31 December 2008 amounted to RO 3,910,985 (31 December 2007 – RO 3,871,120) and RO 4,364,902 (31 December 2007 – RO 4,364,902) respectively. Similarly, the Parent company’s shares in revaluation of land and buildings of a subsidiary namely Omani Euro Food Industries Co SAOG (OEFICO) which was taken to the statement of Income during the year ended 31 December 2006 by OEFICO amounted to RO 790,724. All these amounts have not been recognized in the accounts of the Group and also Parent company as at 31 December 2008. 22 CUMULATIVE CHANGES IN FAIR VALUES Relating to available for sale investments 1 January Realised during the year Net movement in fair values during the year Transfer to impairment of investments - Quoted 31 December 23 2,622,728 (5,875) 2,033,341 (445,989) 2,205,453 (5,875) 2,039,550 (445,989) (2,663,544) 1,035,376 (2,250,039) 611,892 1,962,517 ─────── 1,915,826 ═══════ ─────── 2,622,728 ═══════ 1,962,517 ─────── 1,912,056 ═══════ ─────── 2,205,453 ═══════ DIVIDENDS In view of the losses during the year, no dividend has been proposed for 2008 as against 30% stock dividend and 20% cash dividend declared for 2007. Page 34 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 24 TRUST ACCOUNTS The nominal value of securities held by the Parent company under trust for customers and not treated as assets of the Parent Company are analysed as follows: 2007 RO 2008 RO Securities held under asset management agreement 25 694,161 ════════ 694,161 ═══════ EARNINGS PER SHARE Earnings per share calculated by dividing the net (loss) / profit for the year by the weighted average number of shares outstanding during the year is as follows: Net (loss) / profit for the year attributable to equity holders of the parent (RO) 2008 Group 2007 Group (Restated) (24,445,958) 17,676,795 (17,187,342) 9,932,961 ─────── ──────── ─────── 121,875,000 121,875,000 ──────── (0.141) ========== ─────── 0.082 ========== ──────── Weighted average number of shares outstanding during the year (Nos.) 121,875,000 Earnings per share (RO) ──────── (0.201) =========== 121,875,000 ─────── 0.145 ========== 2007 Parent (Restated) 2008 Parent No figure for diluted earnings per share has been presented as the Group and the Parent Company have not issued any instruments which would have an impact on earnings per share when exercised. 26 INTEREST INCOME Interest on bonds Interest on fixed deposits Others 27 86,501 6,542 ─────── 93,043 ═══════ 9,000 214,655 54,253 ─────── 277,908 ═══════ 5,392 92,164 ─────── 97,556 ═══════ 9,000 96,934 54,253 ─────── 160,187 ═══════ GROSS LOSS ON SALE OF FOOD PRODUCTS The gross loss on sale of food products and biological assets recorded by the Parent company’s subsidiaries OEFIC, DFIC and OPGB arises from the following: Sales Cost of sales Gross loss 3,201,177 (4,304,343) ──────── (1,103,166) ════════ 4,165,434 (5,442,363) ──────── (1,276,929) ════════ ──────── ════════ ──────── ════════ Page 35 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 28 OTHER INCOME Fund management income Miscellaneous income 29 2007 Group RO 2008 Parent RO 2007 Parent RO 56,079 59,501 ─────── 115,580 ═══════ 55,192 212,070 ─────── 267,262 ═══════ 56,079 104,425 ─────── 160,504 ═══════ 55,192 8,837 ─────── 64,029 ═══════ 137,378 108,560 149,335 119,200 72,200 195,190 79,447 43,643 37,015 40,267 94,940 829,005 ─────── 1,906,180 ═══════ 116,873 87,756 101,787 110,514 64,190 121,630 70,340 48,012 22,629 28,613 3,022 35,787 278,884 ─────── 1,090,037 ═══════ 82,964 54,995 30,654 59,031 16,392 33,721 27,988 22,050 37,015 12,244 94,940 47,178 ─────── 519,172 ═══════ 67,832 60,731 40,743 54,587 9,721 32,434 25,003 16,200 22,359 8,319 3,022 35,787 56,294 ─────── 433,032 ═══════ ADMINISTRATION EXPENSES Legal and professional fees Traveling expenses Advertisement and promotion Rent Securities market fees and charges Depreciation Postage, fax and telephone Directors’ sitting fees General meeting expenses Repairs and maintenance Seminar expenses Project development expenses Others 30 2008 Group RO NET ( LOSS) / PROFIT FOR THE YEAR The net (loss) / profit for the year is stated after: Staff costs: Salaries and benefits Employees’ end of service benefits Post employees benefits Net unrealised gain on trading investments: Unrealised gain on trading investments Unrealised loss on trading investments 1,822,015 102,371 40,737 ─────── 1,965,123 ══════ 1,644,185 30,771 22,260 ─────── 1,697,216 ══════ 835,549 45,754 13,700 ─────── 895,003 ══════ 969,959 7,382 12,647 ─────── 989,988 ======== 73,514 12,704,866 69,626 11,905,748 (17,034,373) ------------------------(16,960,859) ═══════ (90,082) ------------------------12,614,784 ═══════ (14,532,642) ------------------------(14,463,016) ═══════ (79,458) ------------------------11,826,290 ═══════ Page 36 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 31 PERFORMANCE DATA Net assets Net assets per share 32 2008 Group RO 2007 Group RO (Restated) 19,865,676 --------------------------0.163 ═══════ 46,893,536 ------------------------0.385 ═══════ 2008 Parent RO 11,184,904 --------------------------0.092 ═══════ 2007 Parent RO (Restated) 30,540,643 ------------------------0.251 ========= RELATED PARTY TRANSACTIONS Related parties represent associated companies, major shareholders, directors and key management personnel of the Parent company, and companies of which they are principal owners. Pricing policies and terms of these transactions are approved by the Parent company’s management. Transactions with related parties included in the income statement are as follows: Sales and income - Associated companies - Subsidiary companies - Key management personnel - Major shareholders - Others Purchases and expenses - Associated companies - Subsidiary companies - Key management personnel - Major shareholder - Others - Directors 15,643,695 4,831,218 ─────── 20,474,913 ═══════ 22,589,935 830,791 2,185 ─────── 23,422,911 ═══════ 9,554,735 438,076 4,831,218 ─────── 14,824,029 ═══════ 14,760,036 830,791 ─────── 15,590,827 ═══════ 10,207,960 150,987 6,008,292 256,952 ────── 16,624,191 ═══════ 10,534,790 103,924 120,196 6,627 35,293 306,812 ─────── 11,107,642 ═══════ 4,753,976 182,059 6,008,292 ────── 10,944,327 ═══════ 5,247,608 103,924 120,196 35,293 200,000 ────── 5,707,021 ══════ 370,433 ────── 370,433 (3,597) ─────── 366,836 ══════ 10,971 4,237,891 22,143 ────── 4,271,005 (2,267,897) ─────── 2,003,108 ═══════ 370,433 2,731,974 ────── 3,102,407 (1,207,876) ─────── 1,894,531 ═══════ Amounts due from related parties are as follows: Associated companies Subsidiary companies Others Less: Impairment provision 10,971 22,143 ────── 33,114 (2,564) ─────── 30,550 ═══════ Page 37 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 32 RELATED PARTY TRANSACTIONS (continued) Amounts due to related parties are as follows: Associated companies Others Directors 2008 Group RO 2007 Group RO 44,038 844,385 44,996 ────── 933,419 ══════ 1,014,024 22,081 261,425 ────── 1,297,530 ══════ 2008 Parent RO 26,332 ────── 26,332 ══════ 2007 Parent RO 180,129 ────── 180,129 ══════ Compensation of key management personnel The remuneration of directors and other members of key management during the year was as follows: Directors’ sitting fees Directors’ remuneration Key management personnel - Short-term benefits - Post employment benefits 60,943 36,000 154,339 5,670 ─────── 256,952 ═══════ 48,012 258,800 264,526 5,670 ─────── 577,008 ═══════ 22,050 - 16,200 183,800 154,339 5,670 ─────── 182,059 ═══════ 264,526 5,670 ─────── 470,196 ═══════ The commitments and contingency with related parties are detailed in the note 33 to these financial statements. The Parent company has established a provision in the amount of RO 4,436,653 towards borrowings by Dhofar Fisheries Industry Co., (“DFIC”), against which Parent company has given Corporate and Bank guarantees. 33 COMMITMENTS AND CONTINGENCIES The Parent Company’s bankers have issued a letter of guarantee to the Central Bank of the UAE on behalf of the Parent Company for RO 314,100 (31 December 2007: RO 314,100) for carrying out investment banking activities. The Parent company’s bankers have issued unconditional guarantees aggregating to RO 250,000 (2007 – RO 250,000) to a bank towards credit facilities granted to Omani Euro Food Industries Co SAOG. The Parent company has given securities amounting to RO 372,912 (2007 – RO 815,979) to a bank by way of lien towards credit facilities granted to United Brokerage Co LLC. The Parent company’s bankers have issued unconditional guarantees aggregating to RO 2,094,000 (2007 – RO 2,617,500) to a bank towards guarantee facilities extended to United Brokerage Co LLC. The bankers of United Brokerage Co LLC, a subsidiary of the Group, have issued, an unconditional guarantee to the Securities Markets in United Arab Emirate of Abu Dhabi aggregating to RO 2,931,600 (31 December 2007: RO 3,664,500) for carrying out brokerage activities. The Parent company has given corporate guarantee amounting to RO 6,588,822 (31 December 2007 RO 6,588,822) to Emirates ship Investment Co LLC towards injection of shareholders funds by 31 December 2008 for meeting its investment commitment in a new joint venture which has secured a long term revenue contract from a steel company of the Abu Dhabi Government. Subsequently in February 2009, the parent company has reached an agreement with the co-shareholders of ESHIPS whereby this guaranteed amount will be discharged by them and not by the parent company. Page 38 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 33 COMMITMENTS AND CONTINGENCIES (continued) The Parent company has commitment towards injection of the balance share capital of RO 145,800 (2007 – RO 687,000) in Omani Pedigree Goat Breeding Co LLC. Omani Pedigree Goat Breeding Co LLC has contractual and non-contractual commitments amounting to RO 3,600 (31 December 2007: RO 241,190) and RO Nil (31 December 2007: RO 1,600,000) respectively as at 31 December 2008. The Board of Directors believes that the fair value of this guarantee is not significant to the Parent Company’s and the Group financial position as at 31 December 2008. 34 SEGMENTAL INFORMATION The Group operates in the investment industry. The Group’s operating revenues arise primarily from investment activities. The Group operates in two geographic locations; the Sultanate of Oman and the United Arab Emirates. The geographical analysis of income, expenses, profit and assets and liabilities is based primarily upon the location of the branch responsible for reporting the results. Group Oman 2008 RO Operating income Overheads Provision no longer required write back Net income Finance cost Provision for doubtful debts Share of profits of associates Reversal (establish) for impairment of investments (13,187,096) (2,193,798) 1,898 UAE 2007 RO 17,485,876 (1,999,587) 199,938 Total 2008 RO 2007 RO (783,195) (1,912,598) 2,332,971 (1,029,941) - - 2008 RO (13,970,291) (4,106,396) 1,898 2007 RO 19,818,847 (3,029,528) 199,938 ─────── (15,378,996) ─────── (1,211,697) ─────── 15,686,227 ─────── (1,028,443) ─────── (2,695,793) ─────── (547,692) ─────── 1,303,030 ─────── (284,183) ─────── (18,074,789) ─────── (1,759,389) ─────── 16,989,257 ─────── (1,312,626) (1,982) (752) (13,481) (25,858) (15,463) (26,610) 87,179 (2,048,243) 1,257,623 (3,107,830) 2,495,626 (3,020,651) 3,753,249 (35,293) (27,697) - (2,075,940) (35,293) (743,084) (397,581) - (506,683) (743,084) - (36,000) (258,800) Impairment of goodwill (109,102) Directors’ remuneration (36,000) (258,800) -----------------------(18,698,841) -----------------------14,877,478 -----------------------(6,790,074) -----------------------3,488,615 -----------------------(25,488,915) -----------------------18,366,093 ------------------------ ------------------------ ------------------------ ------------------------ ------------------------ ------------------------ 52,863,166 ═══════ 33,385,445 ═══════ 70,250,056 ═══════ 30,339,333 ═══════ 72,812,249 ═══════ 51,532,944 ═══════ 99,228,332 ═══════ 49,645,356 ═══════ (Loss) / Profit before tax Segment assets Segment liabilities - 19,949,083 ═══════ 18,147,499 ═══════ 28,978,276 ═══════ 19,306,023 ═══════ Page 39 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 34 SEGMENTAL INFORMATION (continued) Parent Oman Operating income Overheads Provision no longer required write back Net income Finance cost Provision for doubtful debts Provision for guarantee Reversal (establish) for impairment of investments Impairment of goodwill Directors’ remuneration (Loss) / Profit before tax Segment assets Segment liabilities 35 UAE Total 2008 RO 2007 RO (9,329,646) (1,177,043) 16,325,651 (1,149,841) (1,348,950) (361,616) 2,331,269 (377,103) 1,898 ─────── (10,504,791) ─────── (656,772) 511,775 ─────── 15,687,585 ─────── (403,252) ─────── (1,710,566) ─────── (293,407) ─────── 1,954,166 ─────── (239,365) (467,839) (661,446) (1,297) (6,841) (479,115) (4,461,913) (2,057,526) (454,034) (103,102) 2008 RO 2007 RO 2008 RO (10,678,596) (1,538,659 2007 RO 18,656,920 (1,526,944) 511,775 1,898 ─────── ─────── (12,215,357) 17,641,751 ─────── ─────── (642,617) (950,179) (469,136) (668,287) - (479,115) (4,461,913) (515,346) - (2,572,872) (454,034) (1,298,139) (397,581) - (500,683) (1,298,139) -----------------------(14,269,145) (183,800) -----------------------8,225,001 -----------------------(2,918,197) -----------------------1,707,960 -----------------------(17,187,342) (183,800) -----------------------9,932,961 ══════ ══════ ══════ ══════ ══════ ══════ 51,114,207 38,135,474 ═══════ ═══════ 21,248,254 24,298,155 ═══════ ═══════ - 14,565,752 11,477,331 49,612,805 ═══════ ═══════ ═══════ 13,891,062 14,129,746 38,427,901 ═══════ ═══════ ═══════ 14,565,752 ═══════ 13,891,062 ═══════ FINANCIAL RISK MANAGEMENT The Group has exposure to the following risks from its use of financial instruments: (ii) (iii) (iv) (v) (vi) Market price risk Interest rate risk Currency risk Liquidity risk Credit risk Information about exposure to each of the above risks, the objectives, polices and processes for measuring and managing risk, and the management of capital and further quantitative disclosures are included in these financial statements. Page 40 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 35 FINANCIAL RISK MANAGEMENT (continued) The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The senior management team is responsible for monitoring the identified risks and they report regularly to the Board of Directors on their activities. The risk management framework is established to identify and analyse various types of the risks faced, to set appropriate controls, to monitor risks and to ensure effective operation of the set controls. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Group’s activities. The management through the internal procedures aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The internal audit undertakes both regular and ad-hoc reviews of adherence to internal controls and procedures, the results of which are reported to the audit committee and the Board of Directors. Market price risk The Group’s equity securities are susceptible to market price risk arising from uncertainties about future prices of the equity instruments. The market risk is managed and moderated through a careful selection of securities, diversification of securities, a close review of the overall market position done on a regular basis, applying risk measurement techniques such as position limits and stop loss limits and control the exposures within acceptable parameters, while optimizing return on risk. At 31 December, the over all market exposures were as follows: Trading investments Available for Sale Investments Total % of total assets Sensitivity of a 10% change (+) or (-) in market price of trading investments on statement of income Sensitivity of a 10% change (+) or (-) in market price of available for sale investments on cumulative changes in fair values 2008 Group RO 2007 Group RO 2008 Parent RO 15,601,036 8,273,282 ------------------------- 12,997,676 8,200,482 ------------------------- 23,874,318 ═══════ 32.8 % ═══════ 39,128,810 5,888,264 --------------------------45,017,074 ═══════ 43.7% ══════ 1,560,103 823,328 2007 Parent RO 21,198,158 ═══════ 42.3 % ═══════ 33,562,924 5,466,630 ------------------------39,029,554 ══════ 57.1% ══════ 3,912,881 1,299,767 3,356,292 588,826 820,048 546,663 During the year 2008, there has been a significant volatility in the local and international financial markets. This has caused a significant decrease in the quoted investments held by the Group and the Parent company (see note 6 and 7). Interest rate risk The Group is exposed to interest rate risk that arises from timing difference in the maturity and repricing of the Group’s interest bearing assets and liabilities (bank deposits, bank overdraft and term loans). The management monitors the interest rate risk by setting limits on the interest rate gaps for stipulated periods. Moreover, the Group manages its exposure to interest rate risk by ensuring that significant borrowings and long term financing are on a fixed rate basis. Page 41 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 35 FINANCIAL RISK MANAGEMENT (continued) Interest rate risk (continued) At 31 December, the interest rate risk exposures were as follows: 2007 Group RO 2008 Group RO Short term deposits (see note 5) Bank Overdrafts (see note 5) Term loan from banks (see note 16) 6,080,098 (8,536,465) (16,942,093) --------------------------- 3,596,038 (6,446,204) (13,418,268) --------------------------- (19,398,460) ═══════ (16,268,434) ═══════ 2008 Parent RO 205,392 (4,545,446) (13,924,284) -------------------------- 2007 Parent RO (4,433,887) (10,248,201) -------------------------- (18,264,338) (14,682,088) ═══════ ═══════ Currency risk The group is exposed to currency risk on transactions executed in foreign currencies. The foreign currency in which these transactions are primarily denominated is US Dollar. The group ensures that its net foreign currency exposure is kept at an acceptable level by buying and selling foreign currencies at spot rates when appropriate. Amount and quantum of transactions in these foreign currencies are minimal and hence the Group’s related exposure to currency risk is also minimal. At 31 December, the currency risk exposures were as follows: Currency Trading investments USD 2008 Group RO -----------------------═══════ 2007 2008 Group Parent RO RO 89,298 ------------------------ -----------------------(16,268,434) ═══════ ══════ 2007 Parent RO -----------------------(14,682,088) ═══════ The accounting records of Parent Company’s branch at Abu Dhabi and that of its subsidiary United Brokerage Company LLC are maintained in UAE Dirhams. The Rial Omani amounts included in the consolidated and Parent Company financial statements have been translated at an exchange rate of 0.1047 Rial Omani to each UAE Dirham for the income statement and the balance sheet items. As both the Rial Omani and UAE Dirham are pegged to the US Dollar, no differences arise on translation. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking damage to the company’s reputations. The Group’s substantial part of the assets is in investments that are traded in Muscat Securities Market, Abu Dhabi Securities Market and Dubai Financial Exchange and these can be readily disposed off. The Group limits its liquidity risk by ensuring bank facilities are available. Client and broker receivables, included in trade receivables are settled within 30 days. Trade accounts payable are normally settled within 60 days of the date of purchase. Page 42 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 35 FINANCIAL RISK MANAGEMENT (continued) Liquidity risk (continued) At 31 December, the liquidity risk exposures were as follows: Bank overdrafts - 6 months or less Provision for bank guarantees - 6 months or less - 6 to 12 months - 1 to 2 years - 2 to 5 years - More than 5 years Accounts payable and accruals - 6 months or less Term loans - 6 months or less - 6 to 12 months - 1 to 2 years - 2 to 5 years - More than 5 years Loans from Governments - 6 months or less - 6 to 12 months - 1 to 2 years - 2 to 5 years - More than 5 years TOTAL 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO 8,536,465 ------------------------------------------------------------------------- 6,446,204 ------------------------------------------------------------------------- 4,545,446 ------------------------- 4,433,887 ------------------------- 1,715,094 296,250 592,500 1,777,500 55,309 ------------------------4,436,653 ------------------------- 296,250 296,250 592,500 2,370,000 995,038 ------------------------4,550,038 ------------------------- 3,268,386 ------------------------- 6,986,884 ------------------------- 521,518 ------------------------- 907,190 ------------------------- 6,415,014 1,457,050 2,843,055 6,226,974 ------------------------16,942,093 ------------------------- 2,912,308 910,950 4,599,943 4,787,500 207,567 ------------------------13,418,268 ------------------------- 6,066,894 1,108,930 2,008,460 4,740,000 ------------------------13,924,284 ------------------------- 2,616,058 614,700 4,007,443 3,010,000 ------------------------10,248,201 ------------------------- 2,510,000 15,511,000 929,000 3,836,000 ------------------------22,786,000 ------------------------51,532,944 ═══════ 2,011,000 517,000 17,972,000 2,294,000 ------------------------22,794,000 ------------------------49,645,356 ═══════ 15,000,000 ------------------------15,000,000 ------------------------38,427,901 ═══════ 15,000,000 ------------------------15,000,000 ------------------------35,139,316 ═══════ Credit risk Credit risk is the risk of financial loss to the Group or Parent company if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the receivables from a customer. Credit risk on receivable and bank balances is limited as the receivables are shown net of provision for bad and doubtful receivables and bank balances are held with reputed local banks. Page 43 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 35 FINANCIAL RISK MANAGEMENT (continued) Credit risk (continued) The Group attempts to control credit risk by monitoring credit exposures, limiting transactions with specific counter parties and continually assessing the creditworthiness of counter parties. The Group also takes securities as collateral in respect of certain financial assets. In monitoring customer credit risk, customers are assessed based on whether they are individuals or legal entity, their ageing profile, maturity and existence of previous financial difficulties. Management has credit policy in place and exposure to credit risk is monitored on an ongoing basis. The company evaluates its customers and limits the credit risk by ensuring that collections are in line with agreed terms and conditions and by taking securities as collateral for trading balances. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of amounts due from customers. The main components of this allowance are a specific loss component that relates to individually significant exposure and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The Group limits its exposure to credit risk of trading investments by only investing in liquid securities which are listed in the organized securities market, which have ‘fail-safe’ settlement and delivery procedures. The Group provides financial guarantees on account of subsidiaries and associates (note 30) based on the needs and where the Group has the ability to control the operations. At 31 December, the ageing of receivables and the impairment loss were as follows: Gross receivables due - Not past due - Past due 3 – 30 days - Past due 31 – 90 days - More than 90 days Allowance for impairment loss - Not past due - Past due 3 – 30 days - Past due 31 – 90 days - More than 90 days 2008 Group RO 2007 Group RO 30,051 118,949 205,484 108,721 -----------------------463,205 ------------------------ 1,226,166 3,947,284 40,628 158,414 -----------------------5,372,492 ------------------------ --------------------------------------------- 48,662 ----------------------48,662 ----------------------- 27,550 -----------------------27,550 -----------------------435,655 ═══════ 157,915 ----------------------157,915 ---------------------5,214,577 ══════ -------------------------------------------══════ - 2008 Parent RO 2007 Parent RO 48,662 ----------------------48,662 ----------------------══════ Page 44 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 35 FINANCIAL RISK MANAGEMENT (continued) Credit risk (continued) The amount due from 5 major customers for the Parent Company and each of the subsidiaries are stated as under: 2007 2007 2008 2008 RO % RO % Parent Company Subsidiaries: - Majan Capital Fund - Dhofar Fisheries Industries Co SAOG - Omani Euro Food Industries Co SAOG - Omani Goat Breeding Co LLC - United Brokerage Co LLC Total % on total receivables - - 48,662 100% 13,628 3,432 194,986 238,807 ----------------------450,853 ----------------------97% 100% 96% 97% 97% ------------------------------------------------- 79,346 132,267 160,556 2,801,949 ----------------------3,222,780 ----------------------60% 100% 90% 100% 57% ------------------------------------------------- Capital management The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future developments of the business. The Board of Directors monitors return on shareholders’ equity, minority interests, dividend declarations, creation of reserves, ploughing back of profits and borrowing parameters in relation to equity. There were no changes in the Group’s approach to capital management during the year. The Group also seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. In respect of subsidiaries and associates, which have suffered losses particularly and have caused erosion in their equity position, the parent company endeavours to restructure the capital of such companies and inject appropriate level of capital along with existing and new investors. As at 31 December 2008 the Parent Company and its subsidiaries are not subject to externally imposed capital requirements. As at 31 December 2008, DFICO a subsidiary, has lost more than three quarters of its share capital, necessitating the injection of share capital to continue it as a going concern. 36 FAIR VALUES OF FINANCIAL INSTRUMENTS Financial instruments comprise financial assets and financial liabilities. Financial assets consist of cash and bank balances, investments and receivables. Financial liabilities consist of bank overdrafts, term loans, payables, and accrued expenses. Fair value is the amount for which as asset could be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. Differences can therefore arise between the book values under the historical cost method and fair value estimates. Underlying the definition of fair value is a presumption that an enterprise is a going concern without any intention or need to liquidate, curtail materially the scale of its operations or undertake transactions on adverse terms. The fair value of quoted trading and available for sale investments is based on market prices at the balance sheet date. In assessing the fair value of non-traded financial instruments, the Group makes assumptions that are based on market conditions existing at each balance sheet date. Page 45 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 36 FAIR VALUES OF FINANCIAL INSTRUMENTS (continued) The face values less any estimated credit adjustments for other financial assets and liabilities with a maturity of less than one year are assumed to approximate to their fair values. The fair values of financial assets and liabilities of the Group are approximately to its carrying value and not materially different from the carrying value. 37 FINANCIAL INCOME AND EXPENSE Recognised in profit or loss Dividend Income from Investments: - Trading - Available for sale - Associates - Subsidiaries Realised gain on sale of investments: - Trading - Available for sale - Subsidiaries Finance Cost: - Term Loans - Overdrafts - Bank Charges Interest income (see note 26) 2008 Group RO 2007 Group RO 2008 Parent RO 2007 Parent RO 1,101,590 497,115 ------------------------1,598,705 ═══════ 1,191,500 321,929 ------------------------1,513,429 ═══════ 943,932 497,115 717,554 243,458 ------------------------2,402,059 ═══════ 903,959 321,929 91,182 1,032,367 ------------------------2,349,437 ═══════ 1,440,650 4,514 ------------------------1,445,164 ═══════ 5,217,368 640,993 ------------------------5,858,361 ═══════ 1,119,786 4,514 ------------------------1,124,300 ═══════ 3,615,984 640,993 ------------------------4,256,977 ═══════ 1,300,177 327,221 131,991 ------------------------1,759,389 ═══════ 870,195 331,544 110,887 ------------------------1,312,626 ═══════ 714,667 230,919 4,593 ------------------------950,179 ═══════ 398,789 229,827 14,001 ------------------------642,617 ═══════ 93,043 ═══════ 277,908 ═══════ 97,556 ═══════ 160,187 ═══════ 1,908,973 6,853 2,383,694 232,946 - 1,912,056 - 2,205,453 - ------------------------1,915,826 ═══════ 6,088 ------------------------2,622,728 ═══════ ------------------------1,912,056 ═══════ ------------------------2,205,453 ═══════ Recognised directly in equity Cumulative changes in fair values: Net change in fair value of Available for sale investments Hedging reserve of Associates Investment reserve of subsidiaries Investment valuation reserve of Associates Page 46 Oman & Emirates Investment Holding Company SAOG NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2008 38 KEY SOURCES OF ESTIMATION UNCERTAINTY Impairment of accounts receivables An estimate of the collectible amount of accounts receivable is made when collection of the full amount is no longer probable. For individually significant amounts, this estimation is performed on an individual basis. Amounts which are not individually significant, but which are past due, are assessed collectively and a provision applied according to the length of time past due, based on historical recovery rates. Valuation of unquoted equity investments Valuation of unquoted equity investment is normally based on one of the following: recent arm’s length market transactions current fair value of another instrument that is substantially the same; or the expected cash flows discounted at current rates applicable for items with similar terms and risk characteristics; or other valuation models If the fair value of an unquoted equity investment cannot be reliably measured, it is measured at cost. 39 COMPARATIVE FIGURES Certain corresponding figures for previous year have been reclassified in order to conform with the presentation in the current year.