28 Jun 2013 18:32
For immediate release 28 June 2013
ALTERNATIVE ENERGY LIMITED
("Alternative Energy" or "the Company")
Final Results and Report and Accounts
The Company today announces that it has published the Report and Accounts for the financial period from 1 September 2011 to 31 December 2012 ("the Accounts"), and they are being posted to shareholders today. The Accounts will shortly be available on the Company website, www.alternativeenergy.com.sg and extracts are set out below:
CHAIRMAN'S STATEMENT
2012 was a challenging period for all in the green energy business, as indeed it was for many other business sectors. Recession driven changes in government spending and anti-dumping pressures around the world led to a decline in the subsidies which supported many green energy businesses causing many around the world to experience hardship. Many green energy projects, particularly in Europe, were put on hold or scaled down and research and development spending on green energy declined, our own clients or potential clients were not unaffected by this.
Against this difficult background I am pleased to report that Alternative Energy Limited has held its ground. Having never been a solar panel manufacturer or systems integrator, and not having built our business in reliance on subsidies we have been less affected by the issues which have damaged these sectors, if anything the dramatic decline in the price of solar cells and panels is a positive thing for us as it will make our next generation solar technology, eRoof and eLive, cheaper and more competitive. The reason we have spent so much time and money on intellectual property protection now becomes clear as we see solar panels become an open technology commodity.
Geographically we have focused on developing, rather than developed markets, and although our main revenues in 2012 came from a contract for the supply of solar panels to Germany, our principal focus was in finding a role in the rapidly expanding energy sector in Indonesia. As our neighbor here in Singapore, one of the largest economies in the world, the fourth largest country by population with a large committed budget for green energy, Indonesia has been seen as the best market for Alternative Energy to start rolling out its products services and technology. The heads of terms signed with P.T. Mega UripPesona in the summer of 2012 has subsequently become the significant Master Project Agreement announced in April this year, under which we expect to participate in a growing number of solar projects in Indonesia.
In respect of our own technologies we are now commencing production of our new low cost eRoof for deployment in South East Asia in the coming months, alongside a revised design for our eLive housing and improved designs for our conventional eSlate. We anticipate that the reduced cost of the solar cells we incorporate will make these more competitive and consider these technologies, which are proprietary to Alternative Energy Limited, to be the next generation of solar technology. With sales and associated revenues stable and secure in Indonesia, we will be able to revert to other markets to build the global business we aspire to.
In the meantime we are stabilising the company's financial position with the US$4.8m preferred offering of the company's shares announced earlier in the year, of which have received US$2.2 million to date and in respect of which we have a further US$1m in commitments for which we are awaiting funds. We all understand that it is time for the Company's products to demonstrate the kind of sales which will justify the losses which the Company has sustained over the last few years, including 2012, as they were developed.
The next six months will be a critical time for the company as we turn our technology and expertise into revenues, and with the benefit of our new arrangements in Indonesia, our dedicated and hardworking team here and the developing world's continued demand for new energy sources and technologies, I believe that our business still offers opportunities for growth which few other business sectors can match.
Christopher Nightingale
For further information, please contact:
| |
Dr Eric Goh, Alternative Energy Limited | Tel: +65 6873 7782 |
Richard Lascelles, Alternative Energy Limited | Tel: +44 (0) 20 7408 1067 |
Roland Cornish / Emily Staples, Beaumont Cornish Limited | Tel: +44 (0) 20 7628 3396 |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
ALTERNATIVE ENERGY LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of Alternative Energy Limited (the "Company") and its subsidiaries (the "Group") which comprise the consolidated statement of financial position of the Group and the statement of financial position of the Company as at31 December 2012, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group and statement of changes in equity of the Company for the financial period from 1 September 2011 to 31 December 2012, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the "Act") and International Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group, the statement of financial position and statement of change in equity of the Company are properly drawn up in accordance with the provisions of the Act and International Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012 and of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the financial period from 1 September 2011 to 31 December 2012.
Emphasis of Matter
We draw attention to Note 2.2 to the financial statements which indicate that the Group has been incurring losses for the current and past years/periods. The Group has taken measures as described in Note 2.2 to the financial statements to secure the necessary funding to meet their daily operations needs. If these measures fail to materialise, this would indicate an existence of a material uncertainty which may cast significant doubt about the Group's abilities to continue as a going concern. Our audit opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by subsidiaries incorporated in Singapore of which we are the auditor have been properly kept in accordance with the provisions of the Act.
BDO LLP
Public Accountants and
Certified Public Accountants
Singapore
27 June 2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012
Financial period from 1 September 2011 to 31 December 2012 | Financial year from 1 September 2010 to 31 August 2011 | |||
US$ | US$ | |||
Revenue | 4 | 12,324,954 | 52,826 | |
Cost of sales | (12,575,636) | (45,457) | ||
Gross (loss)/profit | (250,682) | 7,369 | ||
Other income | 10,869 | 4,135 | ||
Administrative expenses | (1,686,457) | (1,590,911) | ||
Other expenses | (3,326,528) | (2,419,223) | ||
Share of loss from equity-accounted joint venture | 10 | (118,675) | (2,021) | |
Loss before income tax | 5 | (5,371,473) | (4,000,651) | |
Income tax | 6 | - | - | |
Loss for the financial period/year | (5,371,473) | (4,000,651) | ||
Other comprehensive income: | ||||
Exchange differences on translating foreign joint venture | (15) | 15 | ||
Other comprehensive income for the financial period/year, net of tax | (15) | 15 | ||
Total comprehensive loss for the financial period/year | (5,371,488) | (4,000,636) | ||
Attributable to equity holders of the Company: | ||||
Loss for the financial period/year | (5,371,473) | (4,000,651) | ||
Other comprehensive income for the financial period/year, net of tax | (15) | 15 | ||
(5,371,488) | (4,000,636) | |||
Loss per share (cents per share) | ||||
Basic loss per share | 7 | 0.33 | 0.27 | |
Diluted loss per share | 7 | 0.32 | 0.26 |
STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2012
Group | Company | |||||||
Note | 31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | |||||
ASSETS | ||||||||
Non-current assets | ||||||||
Plant and equipment | 8 | 2,565 | 25,295 | 157 | 12,565 | |||
Investments in subsidiaries | 9 | - | - | 4,848,072 | 1,118,921 | |||
Investment in joint venture | 10 | - | 118,690 | - | - | |||
Intangible assets | 11 | 29,215,697 | 14,997,818 | 28,311,631 | 14,107,433 | |||
Other receivables | 12 | - | - | 3,894,859 | 2,688,805 | |||
29,218,262 | 15,141,803 | 37,054,719 | 17,927,724 | |||||
Current assets | ||||||||
Cash and cash equivalents | 13 | 14,942 | 924,864 | 600 | 915,409 | |||
Trade and other receivables | 12 | 3,146,340 | 193,222 | 571,370 | 3,660,905 | |||
3,161,282 | 1,118,086 | 571,970 | 4,576,314 | |||||
Total assets | 32,379,544 | 16,259,889 | 37,626,689 | 22,504,038 | ||||
EQUITY AND LIABILITIES | ||||||||
Capital and reserves | ||||||||
Issued capital | 14 | 37,472,123 | 19,400,355 | 37,472,123 | 19,400,355 | |||
Capital reserve | 14 | - | 3,505,104 | - | 3,505,104 | |||
Treasury shares | 15 | (56,400) | (56,400) | (56,400) | (56,400) | |||
Share options reserve | 16 | 1,480,000 | 981,260 | 1,480,000 | 981,260 | |||
Convertible loans reserve | 17 | 252,794 | 201,162 | 252,794 | 201,162 | |||
Accumulated losses | (16,631,910) | (11,260,437) | (7,607,448) | (4,823,060) | ||||
Foreign currency translations reserve | - | 15 | - | - | ||||
22,516,607 | 12,771,059 | 31,541,069 | 19,208,421 | |||||
Current liabilities | ||||||||
Trade and other payables | 18 | 6,148,986 | 694,527 | 2,405,304 | 573,254 | |||
Convertible loans | 19 | 3,680,316 | 2,722,363 | 3,680,316 | 2,722,363 | |||
Provisions | 20 | 33,635 | 71,940 | - | - | |||
9,862,937 | 3,488,830 | 6,085,620 | 3,295,617 | |||||
Total equity and liabilities | 32,379,544 | 16,259,889 | 37,626,689 | 22,504,038 | ||||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012
2012 | Issued capital | Capital reserve | Treasury shares | Share options reserve | Convertible loans reserve | Accumulated losses | Foreign currency translations reserve | Total | |||||||
Group | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||
Note 14 | Note 14 | Note 15 | Note 16 | Note 17 | |||||||||||
Balance at 1 September 2011 | 19,400,355 | 3,505,104 | (56,400) | 981,260 | 201,162 | (11,260,437) | 15 | 12,771,059 | |||||||
Total comprehensive loss for the financial period: | |||||||||||||||
Loss for the financial period | - | - | - | - | - | (5,371,473) | - | (5,371,473) | |||||||
Other comprehensive loss: | |||||||||||||||
Exchange differences on translating foreign joint venture | - | - | - | - | - | - | (15) | (15) | |||||||
Total comprehensive loss for the financial period | - | - | - | - | - | (5,371,473) | (15) | (5,371,488) | |||||||
Shares issued during the financial period | 18,071,768 | (3,505,104) | - | - | - | - | - | 14,566,664 | |||||||
Grant of equity-settled share options to employees | - | - | - | 498,740 | - | - | - | 498,740 | |||||||
Reserve attributable to equity components of convertible loans | - | - | - | - | 51,632 | - | - | 51,632 | |||||||
Balance at 31 December 2012 | 37,472,123 | - | (56,400) | 1,480,000 | 252,794 | (16,631,910) | - | 22,516,607 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012 (Continued)
2011 | Issued capital | Capital reserve | Treasury shares | Share options reserve | Convertible loans reserve | Accumulated losses | Foreign currency translations reserve | Total | |||||||
Group | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||
Note 14 | Note 14 | Note 15 | Note 16 | Note 17 | |||||||||||
Balance at 1 September 2010 | 14,383,792 | - | (56,400) | 264,082 | 401,052 | (7,259,786) | - | 7,732,740 | |||||||
Total comprehensive loss for the financial year: | |||||||||||||||
Loss for the financial year | - | - | - | - | - | (4,000,651) | - | (4,000,651) | |||||||
Other comprehensive income: | |||||||||||||||
Exchange differences on translating foreign joint venture | - | - | - | - | - | - | 15 | 15 | |||||||
Total comprehensive loss for the financial year | - | - | - | - | - | (4,000,651) | 15 | (4,000,636) | |||||||
Shares issued during the financial year | 5,016,563 | - | - | - | - | - | - | 5,016,563 | |||||||
Shares alloted but not issued during the financial year | - | 3,505,104 | - | - | - | - | - | 3,505,104 | |||||||
Grant of equity-settled share options to employees | - | - | - | 717,178 | - | - | - | 717,178 | |||||||
Reserve attributable to equity components of convertible loans | - | - | - | - | (199,890) | - | - | (199,890) | |||||||
Balance at 31 August 2011 | 19,400,355 | 3,505,104 | (56,400) | 981,260 | 201,162 | (11,260,437) | 15 | 12,771,059 |
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012 (Continued)
2012 | Issued capital | Capital reserve | Treasury shares | Share Options reserve | Convertibleloans reserve | Accumulated losses | Total | ||||||
Company | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||
Note 14 | Note 14 | Note 15 | Note 16 | Note 17 | |||||||||
Balance at 1 September 2011 | 19,400,355 | 3,505,104 | (56,400) | 981,260 | 201,162 | (4,823,060) | 19,208,421 | ||||||
Total comprehensive loss for the financial period | - | - | - | - | - | (2,784,388) | (2,784,388) | ||||||
Shares issued during the financial period | 18,071,768 | (3,505,104) | - | - | - | - | 14,566,664 | ||||||
Grant of equity-settled share options to employees | - | - | - | 498,740 | - | - | 498,740 | ||||||
Reserve attributable to equity components of convertible loans | - | - | - | - | 51,632 | - | 51,632 | ||||||
Balance at 31 December 2012 | 37,472,123 | - | (56,400) | 1,480,000 | 252,794 | (7,607,448) | 31,541,069 |
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012 (Continued)
2011 | Issued capital | Capital reserve | Treasury shares | Share Options reserve | Convertibleloans reserve | Accumulated losses | Total | ||||||
Company | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||
Note 14 | Note 14 | Note 15 | Note 16 | Note 17 | |||||||||
Balance at 1 September 2010 | 14,383,792 | - | (56,400) | 130,411 | 401,052 | (3,153,167) | 11,705,688 | ||||||
Total comprehensive loss for the financial year | - | - | - | - | - | (1,669,893) | (1,669,893) | ||||||
Shares issued during the financial year | 5,016,563 | - | - | - | - | - | 5,016,563 | ||||||
Shares allotted but not issued during the financial year | - | 3,505,104 | - | - | - | - | 3,505,104 | ||||||
Grant of equity-settled share options to employees | - | - | - | 850,849 | - | - | 850,849 | ||||||
Reserve attributable to equity components of convertible loans | - | - | - | - | (199,890) | - | (199,890) | ||||||
Balance at 31 August 2011 | 19,400,355 | 3,505,104 | (56,400) | 981,260 | 201,162 | (4,823,060) | 19,208,421 |
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012
Financial period from 1 September 2011 to 31 December 2012 | Financial year from 1 September 2010 to 31 August 2011 | ||
US$ | US$ | ||
Operating activities | |||
Loss before income tax | (5,371,473) | (4,000,651) | |
Adjustments for: | |||
Depreciation of plant and equipment (Note 8) | 22,730 | 95,425 | |
Gain on disposal of plant and equipment | (77) | - | |
Amortisation of intangible assets (Note 11) | 7,071 | 12,976 | |
Reversal for reinstatement cost | - | (870) | |
(Reversal)/Provision for unutilised leave (Note 20) | (38,305) | 30,823 | |
Share options expense (Note 5) | 498,740 | 717,178 | |
Interest income | (346) | (446) | |
Share of loss from equity-accounted joint venture (Note 10) | 118,675 | 2,021 | |
Operating cash flows before movements in working capital | (4,762,985) | (3,143,544) | |
Increase in trade and other receivables | (2,553,118) | (44,253) | |
Increase in trade and other payables | 5,454,459 | 512,014 | |
Net cash used in operating activities | (1,861,644) | (2,675,783) | |
Investing activities | |||
Interest received | 346 | 446 | |
Purchase of plant and equipment (Note 8) | - | (6,304) | |
Proceeds from disposal of property and equipment | 77 | - | |
Withdrawal/(Placement) in pledged fixed deposits | 85,058 | (1,800) | |
Investment in joint venture (Note 10) | - | (120,696) | |
Additions of intangible assets (Note 11) | (58,286) | (136,219) | |
Net cash from/(used in) investing activities | 27,195 | (264,573) | |
Financing activities | |||
Proceeds from convertible loans (Note 19) | 1,254,482 | 3,490,328 | |
Repayment of convertible loans (Note 19) | (244,897) | (2,163,528) | |
Net proceeds from issue of shares | - | 855,000 | |
Net cash from financing activities | 1,009,585 | 2,181,800 | |
Net decrease in cash and cash equivalents | (824,864) | (758,556) | |
Cash and cash equivalents at beginning of financial period/year | 825,602 | 1,584,158 | |
Cash and cash equivalents at end of financial period/year (Note 13) | 738 | 825,602 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2011 TO 31 DECEMBER 2012
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General corporate information
The Company (Registration Number 200619290H) is incorporated and domiciled in Singapore with its principal place of business and registered office at 1 Science Park Road, #02-09, The Capricorn, Singapore Science Park II, Singapore 117528.
On 12 October 2007, the Company was successfully admitted to AIM a market of that name operated by the London Stock Exchange in the United Kingdom.
The principal activity of the Company is the provision of technology, hardware and equipment for renewable energy and green energy solutions. It also makes investments and/or acquisitions in and to develop energy technologies, businesses and companies which offer an alternative to conventional fossil fuel and nuclear methods of generating household and industrial energy, as well as providing management services (including marketing and other necessary services) to its subsidiaries.
The principal activities of the subsidiaries are set out in Note 9 to the financial statements.
The consolidated financial statements of the Company and its subsidiaries (the "Group") and the statement of financial position and statement of changes in equity of the Company for the financial year ended 31 December 2012 were authorised for issue by the Board of Directors on27 June 2013.
2. Summary of significant accounting policies
2.1 Statement of compliance
The financial statements have been prepared in accordance with the provisions of the Singapore Companies Act, Cap. 50 and the International Financial Reporting Standards (IFRS), International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB).
2.2 Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared on historical cost basis except as disclosed in the accounting policies below.
The individual financial statements of each Group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the Group, the statement of financial position and statement of changes in equity of the Company are presented in United States dollar ("US$") which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the Group's application of accounting policies and reported amounts of assets, liabilities, revenue and expenses. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ from those estimates. Critical accounting judgements and key sources of estimates uncertainty used that are significant to the financial statements are disclosed in Note 3 to the financial statements.
In the current financial year, the Group has adopted the new or revised IFRSs that are relevant to their operations and effective for the current financial year. The adoption of these new and revised IFRSs does not result in changes to the Group's accounting policies and has no material effect on the amounts reported for the current or prior financial years.
IFRSs issued but not yet effective
At the date of authorisation of these financial statements, the following IFRSs that are relevant to the Group were issued but not yet effective:
Effective date (annual periods beginning on or after) | ||
IFRSs (Amendments) | : Annual Improvements to IFRSs 2009-2011 Cycle | 1 January 2013 |
IFRS 7 (Amendments) | : Offsetting Financial Assets and Financial Liabilities | 1 January 2013 |
IFRS 9 | : Financial Instruments | 1 January 2015 |
IFRS 10 | : Consolidated Financial Statements | 1 January 2013 |
IFRS 11 | : Joint Arrangements | 1 January 2013 |
IFRS 12 | : Disclosure of Interests in Other Entities | 1 January 2013 |
IFRS 13 | : Fair Value Measurement | 1 January 2013 |
Amendments to IAS 1 | : Presentation of Items of Other Comprehensive Income | 1 July 2012 |
IAS 19 | : Employee Benefits | 1 January 2013 |
IAS 27 | : Separate Financial Statements | 1 January 2013 |
IAS 28 | : Investments in Associates and Joint Ventures | 1 January 2013 |
IAS 32 (Amendments) | : Financial Instruments: Presentation | 1 January 2014 |
Improvements to IFRSs 2012 | ||
- IAS 1 (Amendments) | : Presentation of Financial Statement | 1 January 2013 |
- IAS 16 (Amendments) | : Property, Plant and Equipment | 1 January 2013 |
- IAS 32 (Amendments) | : Financial Instruments: Presentation | 1 January 2013 |
Consequential amendments were also made to various standards as a result of these new/revised standards.
The management anticipates that the adoption of the above IFRSs in future periods will not have a material impact on the financial statements of the Group in the period of their initial adoption.
Going concern
In preparing the consolidated financial statements, the Directors have carefully considered the future liquidity of the Group and the Company in the light of the current financial position of the Group and as at 31 December 2012, the recurring losses from operations in the current and past financial years/periods.
The Group has signed a Master Project Agreement with PT Mega Urip Pesona ("MUP") and a new distribution agreement in respect of lighting with the Sumber Berkat Group. Work has started on the projects which are the subject of these agreements and invoices have been issued. The Group also has outstanding quotations for a number of projects which are expected to become orders during the next few months. Revenue from these projects is expected to make an increasing contribution to the Group. During the course of the next financial period, the Group will be concentrating of producing additional revenue from new markets.
In addition to the above the Group has now raised a total of US$2,208,929 from the total preferential offering of US$4,800,000 in the first half in year 2013, which leaves the Group with sufficient cash to fund its working capital for the next financial period. During the current financial period the Group has also been continuing to draw down its facility from Christopher Nightingale ("Chairman") to fund the Group's overheads, pursuant to the revised Facility arrangements agreed with the Chairman and approved by shareholders on 11 January 2013, and the Chairman has indicated that he is prepared to continue to provide financial support to ease the Group to pay its debt as and when they fall due.
The Directors are confident that the measures they are taking, together with the continuing financial support from Chairman, will yield the Group sufficient working capital to finance its operations and remain a going concern for the foreseeable future. Hence, notwithstanding that the Group has incurred an operating loss of US$5,371,473 for the period from 1 September 2011 to 31 December 2012, the Directors of the Company are of the opinion that it is appropriate to prepare the consolidated financial statements of the Group on a going concern basis.
If the Group is unable to continue in operational existence for the foreseeable future, the Group may be unable to discharge its liabilities in the normal course of business and adjustments may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the statements of financial position of the Group and the Company. No such adjustments have been made to these financial statements.
2.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Subsidiaries are entities over which the Company has the power to govern the financial and operating policies, generally accompanied by a shareholding giving rise to the majority of the voting rights, so as to obtain benefits from their activities.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate.
Intra-group balances and transactions and any unrealised gains arising from intra-group transactions are eliminated on consolidation. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no impairment.
The financial statements of the subsidiaries are prepared for the same financial year as that of the Company, using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by other members of the Group.
Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
In the separate financial statements of the Company, investments in subsidiaries are carried at cost, less any impairment losses that has been recognised in profit or loss.
2.4 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is presented net of estimated customer returns, rebates, other similar allowances and sales related taxes.
Sale of goods
Sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership of the goods and retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Normally these criteria are met when the goods are delivered to or collected by and accepted by the buyer.
Finance income
Interest income from fixed deposits is recognised as the interest accrues (using the effective interest method that is the rate that exactly discounts estimated future cash receipt through the expected life of the financial instrument) to the net carrying amount of the financial asset.
2.5 Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current income tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group's and the Company's liabilities for current tax are calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Company and subsidiaries operate by the end of the financial year.
Deferred tax
Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries, except where the Group and the Company are able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the financial year. Deferred tax is charged or credited to the consolidated profit or loss, except to the extent that they relate to items recognised in consolidated statement of other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognised in consolidated profit or loss or directly in equity, respectively.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax are recognised as an expense or income in the consolidated profit or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over cost.
2.6 Employee benefits
Retirement benefit costs
Payments to defined contribution retirement benefit plans are charged as an expense when employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for unutilised annual leave as a result of services rendered by employees up to the end of the financial year.
Share-based compensation
The Group and the Company operate an equity-settled share-based compensation plan. The fair value of the employee services received in exchange for the grant of the option is recognised as an expense in profit or loss with a corresponding increase in the share options reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets), on the date of the grant. Non-market vesting conditions are included in assumptions on the number of options that are expected to become exercisable on vesting date. At the end of the financial year, the entity revises its estimates of the number of options that are expected to become exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in profit or loss, and a corresponding adjustment to equity over the remaining vesting period.
The proceeds received, net of any directly attributable transaction costs are credited to issued capital when the options are exercised.
2.7 Share based payment policy on shares to subsidiary's employees
The grant by the Company of its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
2.8 Foreign currency translation
In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each financial period/year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in United States dollars using exchange rates prevailing at the end of the financial year. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in profit or loss in the period in which the foreign operation is disposed of.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
2.9 Operating leases
Rentals payable under operating leases are charged to the consolidated profit or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
2.10 Investment in joint venture
A joint venture is an entity which operates under a contractual arrangement between the Group and other parties, where the contractual arrangement establishes that the Group and one or more of the other parties share joint control over the economic activity of the entity.
An investment in joint venture is accounted for in the consolidated financial statements under the equity method, unless it is classified as held for sale (or included in a disposal group that is classified as held for sale). Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group's share of the acquisition-date fair values of the investee's identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post acquisition change in the Group's share of the investee's net assets and any impairment loss relating to the investment. Any acquisition-date excess over cost, the Group's share of the post-acquisition, post-tax results of the investees and any impairment losses for the year are recognised in profit or loss, whereas the Group's share of the post-acquisition post-tax items of the investees' other comprehensive income is recognised in other comprehensive income.
When the Group's share of losses exceeds its interest in the joint venture, the Group's interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the investee. For this purpose, the Group'slong-term interests that in substance form part of the Group's net investment in the joint venture.
Unrealised gains or losses resulting from transactions between the Group and its joint venture are eliminated to the extent of the Group's interest in the investee, except where unrealised losses provide evidence of an impairment of the asset transferred, in which case they are recognised immediately in profit or loss.
When the Group ceases to have jointly control over joint venture, it is accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former investee at the date when significant joint control is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset or, when appropriate, the cost on initial recognition of an investment in an associate.
Investment in joint venture is stated at cost on the Company's statement of financial position less impairment in value, if any.
2.11 Intangible assets
(i) Goodwill on acquisition
Goodwill on acquisition represents the excess of the cost of a business combination or cost of an acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Goodwill is initially measured at cost and is subsequently measured at cost less impairment in value, if any.
Goodwill acquired in a business combination is included in intangible assets.
Gains and losses on disposal of a subsidiary include the carrying amount of goodwill relating to the entity or business sold.
(ii) Patents and trademarks
Patents and trademarks are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. Patents and trademarks with finite useful lives are amortised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each financial year, with the effect of any changes in estimate being accounted for on a prospective basis. Patents and trademarks with indefinite useful lives are not amortised. At the end of each financial year, the useful lives of such assets are reviewed to determine whether events and circumstances continue to support the indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the accounting policy for impairment stated in Note 2.12 to the financial statements.
(iii) Computer software
Acquired computer software licences are initially capitalised at cost which includes purchase price and other cost attributed to prepare the assets for its intended use. Direct expenditure, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is recognised as a capital improvement and added to the original cost of the software. Maintenance costs are recognised as an expense as incurred.
Computer software licences are subsequently carried at cost less accumulated amortisation and accumulated impairment loss. These costs are amortised using the straight-line method over their estimated useful lives of 3 years.
(iv) Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised, if, any only if, all the following have been demonstrated:
·; the technical feasibility of completing the intangible asset so that it will be available for use or sale;
·; the intention to complete the intangible asset and use or sell it;
·; the ability to use or sell the intangible asset;
·; how the intangible asset will generate probable future economic benefits;
·; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible assets; and
·; the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately.
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at end of each financial year. The effects of any revision are recognised in profit or loss when the changes arise.
2.12 Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and impairment in value, if any.
The cost of plant and equipment comprises its purchase price and any direct attributable costs of bringing the plant and equipment to working condition for its intended use. Expenditure for additions, improvements and renewals are capitalised, and expenditure for maintenance and repairs are charged to profit or loss. Dismantlement, removal or restoration costs are included as part of the cost of plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the plant and equipment.
Depreciation is provided using the straight-line method so as to write off the depreciable cost on the following bases:
Office renovation 33%
Computers 33%
Machinery, office equipment, furniture and fittings 33%
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method of plant and equipment are reviewed at the end of each financial year to ensure that the residual values, period of depreciation and depreciation method are consistent with previous estimates and the expected pattern of consumption of future economic benefits embodied in the items of plant and equipment.
Subsequent expenditure relating to the plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that the future economic benefits, in excess of the standard of performance of the asset before the expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred.
The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Fully depreciated plant and equipment are retained in the financial statement until they are no longer in use.
2.13 Impairment of non-financial assets
Tangible and intangible assets excluding goodwill
At the end of each financial year, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Goodwill
Goodwill is tested annually for impairment, as well as when there is any indication that the goodwill may be impaired.
For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating-units expected to benefit from the synergies of the business combination. If the recoverable amount of the cash-generating-unit is less than the carrying amount of the unit including the goodwill, the impairment in value is recognised in profit or loss and allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment in value recognised for goodwill is not reversed in subsequent periods.
2.14 Financial instruments
Financial assets and financial liabilities are recognised on the Group's and the Company's statement of financial position when the Group and the Company becomes a party to the contractual provisions of the instrument.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and allocating the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period, to the net carrying amount of the financial instrument. Income and expense are recognised on an effective interest basis for debt instruments other than those financial instruments at fair value through profit or loss.
Financial assets
Financial assets are initially measured at fair value, plus transaction costs. The Group classifies its financial assets as loans and receivables. The classification depends on the nature and purpose for which these financial assets were acquired and is determined at the time of initial recognition.
Loans and receivables
Trade and other receivables, cash and cash equivalents are classified as loans and receivables. Loans and receivables are measured at amortised cost, using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at the end of each financial year. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
For financial assets carried, at amortised cost, the amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The carrying amounts of all financial assets are reduced by the impairment loss directly with the exception of trade and other receivables where the carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of the allowance account are recognised in the profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through the profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds receivables.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
When shares recognised as equity are reacquired, the amount of consideration paid is recognised directly in equity. Reacquired shares are classified as treasury shares and presented as a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale issue or cancellation of treasury shares.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to the employee share option scheme, the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the equity of the Company.
Financial liabilities
The Group classifies its financial liabilities as other financial liabilities.
Trade and other payables
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
Convertible loans
Convertible loans are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability, on an amortised cost basis until extinguished upon conversion or at the instruments maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently re-measured.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
2.15 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and cash with banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Restricted cash including pledged fixed deposits are excluded from cash and cash equivalent for purpose of cash flow statement presentation.
2.16 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The expenses relating to any provisions are recognised in profit or loss.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as finance costs.
Provisions are reviewed at the end of each financial year and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.
2.17 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the group of Executive Directors and the Chief Executive Officer who make strategic decisions.
3. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, which are described in Note 2 to the financial statements, management made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources. The estimates and associated assumptions were based on historical experience and other factors that were considered to be reasonable under the circumstances. Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
3.1 Critical judgements made in applying the accounting policies
The following are the critical judgements, apart from those involving estimations (see below) that management has made in the process of applying the Group's accounting policies and which have the significant effect on the amounts recognised in the financial statements.
(i) Patents and trademarks
Patents and trademarks are capitalised in accordance with the accounting policy in Note 2.11 to the financial statements. Initial capitalisation of costs is based on management's judgement that the assets are separate from the entity, the entity controls the asset and it is probable that future economic benefits from the assets will flow to the entity. The management has determined the useful lives of patents and trademarks after having considered various factors such as competitive environment, product life cycles, operating plans and the macroeconomic environment of the patents and trademarks. In addition, management believes there is no foreseeable limit to the period over which the indefinite patents and trademarks are expected to generate net cash inflows for the Group.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the date of the statement of financial position that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities and the reported amounts of revenue and expense within the next financial year, are discussed below.
(i) Impairment of investments in subsidiaries
At the end of each financial year, an assessment is made on whether there is objective evidence that the investments in subsidiaries are impaired. The management's assessment is based on the estimation of the value-in-use of the cash-generating unit ("CGU") by forecasting the expected future cash flows for a period up to 5 years, using a suitable discount rate in order to calculate the present value of those cash flows. The Company's carrying amount of investments in subsidiaries as at 31 December 2012 was US$4,848,072 (2011: US$1,118,921).
(ii) Impairment of amounts due from subsidiaries and due from a related party
The provision policy for doubtful debts of the Company is based on the ageing analysis and management's ongoing evaluation of the recoverability of the outstanding receivables. A considerable amount of judgement is required in assessing the ultimate realisation of these receivables. If the financial conditions of these subsidiaries were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The carrying amounts of the Group's amounts due from a related party and the Company's amounts due from subsidiaries as at 31 December 2012 are disclosed in Note 12 to the financial statements.
(iii) Income taxes
The Group has exposure to income taxes in several jurisdictions of which a portion of these taxes arose from certain transactions and computations for which ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities of expected tax issues based on their best estimates of the likely taxes due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax positions in the period in which such determination is made.
(iv) Impairment of goodwill, patents and trademarks
The management determines whether goodwill, patents and trademarks are impaired at least on an annual basis and as and when there is an indication that goodwill and patents and trademarks may be impaired. Such assessment and determination require the management to make judgements, estimates and assumptions. These estimates and associated assumptions are continually evaluated and are based on historical experience and other factors including expectations of future events or changes in circumstances. Actual results may differ from these estimates. The carrying amounts of goodwill and patents and trademarks as at 31 December 2012 are disclosed in Note 11 to the financial statements.
(v) Share options reserve
The charge for share options reserve is calculated in accordance with estimates and assumptions which are described in Note 21 to the financial statements. The option valuation model used requires highly subjective assumptions to be made including the future volatility of the Company's share price, expected dividend yields, risk-free interest rates and expected staff turnover. The management draws upon a variety of external sources to aid them in determination of the appropriate data to use in such calculations. The carrying amounts of share-based payments for the Group and Company as at 31 December 2012 are disclosed in the statements of changes in equity
(vi) Convertible loans
The fair values of the liability components of the convertible loans, at their initial recognition, estimated by independent valuer based on the present value of the contractual stream of cash flows using the average effective interest rate of 6.25% (2011: 5.5%) which generally represents the best estimate of the market value of similar instrument without the conversion feature. The fair values of the equity components are determined as the residual amount by deducting the fair values of the liability components from the fair values of the convertible loans.
4. Revenue
Revenue represents invoiced value earned from sale of goods to third parties.
5. Loss before income tax
In addition to the information disclosed elsewhere in the financial statements, the Group's loss before income tax is arrived at after charging/(credit) the following:
Group | |||
Financial period from 1 September 2011 to 31 December 2012 | Financial year from 1 September 2010 to 31 August 2011 | ||
US$ | US$ | ||
Administrative expenses | |||
Employee benefits expense: | |||
- Salaries and related costs | 1,068,085 | 668,548 | |
- Directors' fee | 40,000 | 60,000 | |
- Contributions to defined contributions plans | 63,232 | 51,314 | |
- Share options expense | 498,740 | 717,178 | |
Other expenses | |||
Amortisation of intangible assets (Note 11) | 7,071 | 12,976 | |
Depreciation of plant and equipment (Note 8) | 22,730 | 95,425 | |
Exchange loss/(gain) | 41,787 | (9,779) | |
Operating lease expense - rental of office premises and equipment | 384,777 | 299,755 | |
Feasibility study expense | 1,000,000 | - | |
Research expense | 51,202 | 296,552 | |
Professional fees | 837,389 | 668,724 | |
Travelling and accommodation | 222,438 | 494,046 | |
Employee benefits expense includes key management personnel compensation which are disclosed in Note 22.2 to the financial statements.
6. Income tax
There is no current tax charge for the current financial year (2011: Nil) as the Group has no chargeable income.
Group | |||
Financial period from 1 September 2011 to 31 December 2012 | Financial year from 1 September 2010 to 31 August 2011 | ||
US$ | US$ | ||
Reconciliation of effective tax rate | |||
Loss before income tax | (5,371,473) | (4,000,651) | |
Tax calculated at statutory rate of 17% (2011:17%) | (913,150) | (680,111) | |
Effect of different tax rates of overseas operations | 1,668 | - | |
Expenses not deductible for tax purposes | 342,062 | 95,414 | |
Income not subject to tax | - | 5,979 | |
Deferred tax assets not recognised | 569,420 | 577,893 | |
Others | - | 825 | |
- | - | ||
Deferred tax assets not recognised are related to the following:
Group | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Tax losses | 1,963,373 | 1,392,507 | |
Plant and equipment | 84,486 | 79,420 | |
Provision | 2,115 | 8,627 | |
Enhance productivity and innovation credit | 279,836 | 279,836 | |
2,329,810 | 1,760,390 | ||
Deferred tax assets have not been recognised because it is not certain whether future taxable profits will be available against which the Group can utilise the benefits.
Subject to the agreement by relevant tax authorities, at the end of the financial period, the Group has unutilised tax losses of approximately US$11,549,000 (2011: US$8,191,000) available for offset against future profits.
7. Basic and diluted loss per share
Basic loss per share is calculated by dividing the Group's loss attributable to equity holders by the weighted average number of ordinary shares in issue during the financial year.
For the purpose of calculating diluted loss per share, the Group's net loss attributable to equity holders and the weighted average number of ordinary shares in issue are adjusted for the effects of all dilutive potential ordinary shares. The outstanding are adjusted for the effects of all dilutive potential ordinary shares. The Group has two categories of dilutive potential ordinary shares: convertible loans and share options.
Diluted earnings per share amounts are calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
Convertible loans are assumed to have been converted into ordinary shares at US$0.008 (2011: US$0.03) per share and net of any expenses amount owing from the lender to the Company against the loan. The net loss is adjusted to eliminate the interest expense less the tax effect.
For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The differences are added to the denominator as an issuance of ordinary shares for no consideration. No adjustment is made to earnings.
The basic and diluted loss per share are calculated as follows:
Group | |||||||
31 December 2012 | 31 August 2011 | ||||||
Basic | Diluted | Basic | Diluted | ||||
US$ | US$ | US$ | US$ | ||||
Loss for the financial period/year attributable to equity holders of the Company | 5,371,473 | 5,371,473 | 4,000,651 | 4,000,651 | |||
Number of shares | Number of shares | ||||||
Basic | Diluted | Basic | Diluted | ||||
Weighted average number of ordinary shares | 1,610,613,978 | 1,610,613,978 | 1,469,141,000 | 1,469,141,000 | |||
Adjustments for: | |||||||
- Convertible loan | - | 29,604,054 | - | 41,764,643 | |||
- Share options | - | 18,290,323 | - | 34,714,286 | |||
Weighted average number of ordinary shares used | 1,610,613,978 | 1,658,508,355 | 1,469,141,000 | 1,545,619,929 | |||
Loss per share (cents per share) | 0.33 | 0.32 | 0.27 | 0.26 | |||
8. Plant and equipment
Group | Officerenovation | Computers | Machinery,officeequipment,furnitureand fittings | Total | |||
US$ | US$ | US$ | US$ | ||||
2012 | |||||||
Cost | |||||||
As at 1 September 2011 | 117,788 | 62,026 | 233,143 | 412,957 | |||
Disposal | - | (1,496) | - | (1,496) | |||
As at 31 December 2012 | 117,788 | 60,530 | 233,143 | 411,461 | |||
Accumulated depreciation | |||||||
As at 1 September 2011 | 117,788 | 54,698 | 215,176 | 387,662 | |||
Depreciation charge for the financial period (Note 5) | - | 5,794 | 16,936 | 22,730 | |||
Disposal | - | (1,496) | - | (1,496) | |||
As at 31 December 2012 | 117,788 | 58,996 | 232,112 | 408,896 | |||
Net carrying amount | |||||||
As at 1 September 2011 | - | 7,328 | 17,967 | 25,295 | |||
As at 31 December 2012 | - | 1,534 | 1,031 | 2,565 |
2011 | |||||||
Cost | |||||||
As at 1 September 2010 | 117,788 | 61,322 | 230,896 | 410,006 | |||
Additions | - | 4,057 | 2,247 | 6,304 | |||
Written off | - | (3,353) | - | (3,353) | |||
As at 31 August 2011 | 117,788 | 62,026 | 233,143 | 412,957 | |||
Accumulated depreciation | |||||||
As at 1 September 2010 | 106,263 | 43,775 | 145,552 | 295,590 | |||
Depreciation charge for the financial year (Note 5) | 11,525 | 14,276 | 69,624 | 95,425 | |||
Written off | - | (3,353) | - | (3,353) | |||
As at 31 August 2011 | 117,788 | 54,698 | 215,176 | 387,662 | |||
Net carrying amount | |||||||
As at 1 September 2010 | 11,525 | 17,547 | 85,344 | 114,416 | |||
As at 31 August 2011 | - | 7,328 | 17,967 | 25,295 |
Company | Furnitureand fittings | Computers | Total | |||
US$ | US$ | US$ | ||||
2012 | ||||||
Cost | ||||||
As at 1 September 2011 and 31 December 2012 | 29,725 | 7,247 | 36,972 | |||
Accumulated depreciation | ||||||
As at 1 September 2011 | 17,160 | 7,247 | 24,407 | |||
Depreciation charge for the financial period | 12,408 | - | 12,408 | |||
As at 31 December 2012 | 29,568 | 7,247 | 36,815 | |||
Net carrying amount | ||||||
As at 1 September 2011 | 12,565 | - | 12,565 | |||
As at 31 December 2012 | 157 | - | 157 | |||
2011 | ||||||
Cost | ||||||
As at 1 September 2010 and 31 August 2011 | 29,725 | 7,247 | 36,972 | |||
Accumulated depreciation | ||||||
As at 1 September 2010 | 7,251 | 5,551 | 12,802 | |||
Depreciation charge for the financial year | 9,909 | 1,696 | 11,605 | |||
As at 31 August 2011 | 17,160 | 7,247 | 24,407 | |||
Net carrying amount | ||||||
As at 1 September 2010 | 22,474 | 1,696 | 24,170 | |||
As at 31 August 2011 | 12,565 | - | 12,565 |
9. Investments in subsidiaries
Company | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Unquoted equity shares, at cost: | |||
Beginning of financial period/year | 1,118,921 | 668,072 | |
Add: Increase in investment in a subsidiary | 3,500,000 | - | |
Add: Share option granted to Group's employee | 229,151 | 450,849 | |
End of financial period/year | 4,848,072 | 1,118,921 | |
During the financial period, the Company has increased the investment in a subsidiary through capitalisation of US$3,500,000 loan to the subsidiary.
Particulars of the subsidiaries are as follows:
Subsidiaries | Principalactivities | Country of incorporation/ operation | Effectiveequity interest | |
2012 | 2011 | |||
% | % | |||
Held by the Company | ||||
Renewable Power Pte Ltd(1) | Research and development renewable energies for household consumers and trading in lighting products | Singapore | 100 | 100 |
Alternative Energy Technology Pte Ltd(1) | Holding of trademarks and intellectual properties | Singapore | 100 | 100 |
Alternative Energy Limited (BVI)(2) | Holding of operational subsidiaries but is currently dormant | British Virgin Islands | 100 | 100 |
Alternative Energy Worldwide Limited(2) | Holding of operational subsidiaries but is currently dormant | British Virgin Islands | 100 | 100 |
Alternative Energy Holdings Limited(3) | Holding of operational subsidiaries and trading | Hong Kong | 100 | 100 |
Held by Alternative Energy Limited (BVI) | ||||
Alternative Energy (Africa) Limited(2) | Dormant | British Virgin Islands | 100 | 100 |
Alternative Energy (Middle East) Limited(2) | Dormant | British Virgin Islands | 100 | 100 |
Alternative Energy (Asia) Limited(2) | Dormant | British Virgin Islands | 100 | 100 |
Alternative Energy(Caribbean) Limited(2) | Dormant | British Virgin Islands | 100 | 100 |
Alternative Energy (Europe) Limited(2) | Dormant | British Virgin Islands | 100 | 100 |
(1) Audited by BDO LLP, Singapore, for statutory audit purposes
(2) The company is inactive or dormant and unaudited management financial statements are used for the preparation of the consolidated financial statements
(3) The company is audited by BDO LLP, Singapore, for consolidation purposes.
10. Investment in joint venture
Group | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Unquoted equity shares, at cost | |||
Balance at beginning of financial period/year | 118,690 | - | |
Acquisition of joint venture | - | 120,696 | |
Share of loss | (118,675) | (2,021) | |
Currency translation differences | (15) | 15 | |
Balance at end of financial period/year | - | 118,690 | |
The details of the joint venture are as follows:
Joint venture | Principalactivities | Country of incorporation/ operation | Effectiveequity interest | |
2012 | 2011 | |||
% | % | |||
Held by Alternative Energy Holdings Limited | ||||
The Green Light Company | Manufacture light fittings, street lights and other lighting equipment | China | 50 | 50 |
On 21 January 2011, Alternative Energy Holdings Limited, a wholly-owned subsidiary of the Company, incorporated a joint venture company in China with Jiashan Joray Electronic Technology Co. Ltd. The joint venture is a limited liability company.
The Group's interest (based on the paid-up capital ratio) in the joint venture are as follows:
Group | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Assets and liabilities: | |||
Total assets | 113,245 | 118,690 | |
Total liabilities | 172,735 | - | |
Net (liabilities)/assets | (59,490) | 118,690 | |
Group | |||
Financial period from 1 September 2011 to 31 December 2012 | Financial year from 1 September 2010 to 31 August 2011 | ||
US$ | US$ | ||
Results | |||
Revenue | 95,432 | - | |
Loss for the financial period/year | (343,498) | (4,042) | |
Group's share of joint venture's loss for the financial period/year | (118,675) | (2,021) | |
11. Intangible assets
Group | Goodwill | Computer software | Patents | Trademarks | Total | ||||
US$ | US$ | US$ | US$ | US$ | |||||
2012 | |||||||||
Cost | |||||||||
As at 1 September 2011 | 464,726 | 54,486 | 14,131,128 | 394,495 | 15,044,835 | ||||
Additions | - | - | 14,204,198 | 20,752 | 14,224,950 | ||||
As at 31 December 2012 | 464,726 | 54,486 | 28,335,326 | 415,247 | 29,269,785 | ||||
Accumulated amortisation | |||||||||
As at 1 September 2011 | - | 47,017 | - | - | 47,017 | ||||
Amortisation for the financial period (Note 5) | - | 7,071 | - | - | 7,071 | ||||
As at 31 December 2012 | - | 54,088 | - | - | 54,088 | ||||
Net carrying amount | |||||||||
As at 1 September 2011 | 464,726 | 7,469 | 14,131,128 | 394,495 | 14,997,818 | ||||
As at 31 December 2012 | 464,726 | 398 | 28,335,326 | 415,247 | 29,215,697 |
Group | Goodwill | Computer software | Patents | Trademarks | Total | ||||
US$ | US$ | US$ | US$ | US$ | |||||
2011 | |||||||||
Cost | |||||||||
As at 1 September 2010 | 464,726 | 54,486 | 6,396,350 | 326,387 | 7,241,949 | ||||
Additions | - | - | 7,734,778 | 68,108 | 7,802,886 | ||||
As at 31 August 2011 | 464,726 | 54,486 | 14,131,128 | 394,495 | 15,044,835 | ||||
Accumulated amortisation | |||||||||
As at 1 September 2010 | - | 34,041 | - | - | 34,041 | ||||
Amortisation for the financial year (Note 5) | - | 12,976 | - | - | 12,976 | ||||
As at 31 August 2011 | - | 47,017 | - | - | 47,017 | ||||
Net carrying amount | |||||||||
As at 1 September 2010 | 464,726 | 20,445 | 6,396,350 | 326,387 | 7,207,908 | ||||
As at 31 August 2011 | 464,726 | 7,469 | 14,131,128 | 394,495 | 14,997,818 |
Patent | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Company | |||
Cost and carrying amount | |||
Balance at beginning of financial period/year | 14,107,433 | 6,387,805 | |
Additions | 14,204,198 | 7,719,628 | |
Balance at end of financial period/year | 28,311,631 | 14,107,433 | |
Pursuant to an agreement entered into between the Company and a related party in 2010, the Company is to acquire certain patents and technology from the said related party. An independent professional valuer had valued these patents and technology at US$33 million. Having considered this, on the date of agreement, the Company and the said related party have agreed on the purchase consideration for the purchase of these patents and technology at US$20 million and amount shall be fully settled by the issue of 666,666,666 new ordinary shares of the Company at US$0.03 per share. The obligation to pay the purchase consideration is subject to certain terms and conditions.
Upon the successful registration of certain patents, the Company purchased part of these patents and technology for a contractual purchase consideration of US$10 million (2011: US$4 million) by issuing 333,333,334 (2011: 133,333,333) new ordinary shares for the fair value of the purchase consideration of US$14,166,664 (2011: US$7,666,667) as disclosed in Note 14 to the financial statements.
For the purpose of the consolidated statement of cash flows, the Group's additions to intangible assets during the financial period/year comprise of the following:
Group | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Additions to intangible assets | 14,224,950 | 7,802,886 | |
Non-cash transaction settlement by issuance of new ordinary shares (Note 22.1) | *(14,166,664) | *(7,666,667) | |
Purchase of intangible assets by cash payment | 58,286 | 136,219 | |
* This represents a fair value based on the Company's share price as at relevant date.
Impairment testing for intangible assets
The recoverable amount of intangible assets has been determined based on a value-in-use calculation using the cash flow projections which are based on financial budgets approved by management covering a period four years. The discount rate applied to cash flow projections is 10% per annum.
12. Trade and other receivables
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Current | |||||||
Trade receivables | 4,505 | 19,072 | - | - | |||
Other receivables | 56,088 | 51,996 | 56,088 | 51,996 | |||
Deposits | 124,758 | 117,002 | 86,163 | 83,520 | |||
Prepayments | 5,117 | 5,152 | 5,117 | - | |||
Amounts due from a related party | 2,555,872 | - | - | - | |||
Amounts due from Chairman | 400,000 | - | 400,000 | - | |||
Amounts due from subsidiaries | - | - | 24,002 | 3,525,389 | |||
3,146,340 | 193,222 | 571,370 | 3,660,905 | ||||
Non-current | |||||||
Amounts due from subsidiaries | - | - | 3,894,859 | 2,688,805 | |||
Total trade and other receivables | 3,146,340 | 193,222 | 4,466,229 | 6,349,710 | |||
Add: Cash and cash equivalents | 14,942 | 924,864 | 600 | 915,409 | |||
Less: Prepayments | (5,117) | (5,152) | (5,117) | - | |||
Total loan and receivables | 3,156,165 | 1,112,934 | 4,461,712 | 7,265,119 | |||
Trade receivables are not past due, non-interest bearing and are generally on 30 days' credit term.
Other receivables and amounts due from subsidiaries (current) are not past due, non-interest bearing and are repayable on demand.
Amounts due from a related party are unsecured, non-interest bearing and are repayable on demand. The related party is Real Capital International Limited, which is controlled by the Chairman.
Amounts due from a Chairman relates to proceed from new ordinary shares issued in November 2012 (Note 14) received by Chairman and are unsecured, non-interest bearing and are repayable on demand. The amount has been subsequently used to repay the Company's creditor.
Amounts due from subsidiaries (non-current) are non-trade in nature, unsecured, non-interest bearing and repayable on demand from 12 months after the end of financial year. As a result, the timing of the future cash flows in relation to this balance cannot be estimated reliably. Consequently, it is not practicable to determine with sufficient reliability its fair value and the amount is stated at cost.
Trade and other receivables (excluding prepayments) are denominated in the following currencies:
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
United States dollar | 446,617 | 42,625 | 4,343,861 | 6,239,194 | |||
Singapore dollar | 155,207 | 142,982 | 114,828 | 108,053 | |||
British pound | 2,423 | 2,463 | 2,423 | 2,463 | |||
Euro | 2,536,976 | - | - | - | |||
3,141,223 | 188,070 | 4,461,112 | 6,349,710 | ||||
13. Cash and cash equivalents
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Cash on hand and bank balances | 738 | 825,602 | 600 | 830,293 | |||
Fixed deposits | 14,204 | 99,262 | - | 85,116 | |||
Cash and cash equivalents | 14,942 | 924,864 | 600 | 915,409 | |||
Less: fixed deposits pledged to banks | (14,204) | (99,262) | |||||
Cash and cash equivalents as per consolidated statement of cash flows | 738 | 825,602 | |||||
Fixed deposits pledged to banks are deposits that are placed with banks, with original maturing periods of not more than 365 (2011: 365) days. The fixed deposits earn interests at rates ranging from 0.45% to 0.55% (2011: 0.35% to 0.45%) per annum.
The Group's and the Company's fixed deposits of US$14,204 and US$ Nil (2011: US$99,262 and US$85,116) respectively, are pledged to banks for credit card facilities granted to the Company and a subsidiary.
Cash and cash equivalents are denominated in the following currencies:
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Singapore dollar | 14,766 | 915,325 | 538 | 915,403 | |||
United States dollar | 109 | 38 | 62 | 6 | |||
Euro | 56 | - | - | - | |||
Hong Kong dollar | 11 | 9,501 | - | - | |||
14,942 | 924,864 | 600 | 915,409 | ||||
14. Issued capital
Group and Company | |||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
Number of ordinary shares | US$ | US$ | |||||
Issued and paid-up | |||||||
Balance at beginning of financial period/year | 1,493,547,563 | 1,398,672,563 | 19,400,355 | 14,383,792 | |||
Issue of new ordinary shares | 444,291,667 | 94,875,000 | 18,071,768 | 5,016,563 | |||
Balance at end of financial period/year | 1,937,839,230 | 1,493,547,563 | 37,472,123 | 19,400,355 | |||
Capital reserve | - | 60,958,333 | - | 3,505,104 | |||
The Company has one class of ordinary shares. All issued ordinary shares are fully paid and carry one vote per ordinary share and also carry a right to dividends. There is no par value for these ordinary shares.
In current financial period, the Company purchased patents from a related party for a contractual purchase consideration of US$10 million (which represents a fair value of US$14,166,664 based on the Company's share price at the relevant date) by issuing 333,333,334 ordinary shares of the Company to the related party as follows:
(a) US$2,460,367 of the 1st tranche has been settled by way of issuing 57,891,044 new ordinary shares; and
(b) US$11,706,297 of the 2nd tranche has been settled by way of issuing 275,442,290 new ordinary shares.
In November 2012, the Company issued 50,000,000 new ordinary shares. These ordinary shares were issued at US$0.008. Cash amounting to US$400,000 was raised from this exercise.
In January 2011, the Company purchased patents from a related party for a contractual purchase consideration of US$4 million (which represents a fair value of US$7,666,667 based on the Company's share price as at 27 January 2011) by issuing 133,333,333 ordinary shares of the Company to the related party as follows:
(a) US$4,161,563 of the 1st tranche has been settled by way of issuing 72,375,000 new ordinary shares; and
(b) US$3,505,104 of the 2nd tranche (to be settled by way of issuing 60,958,333 new ordinary shares) is included in capital reserve as the shares have not been issued yet as at 31 August 2011. Subsequently, these shares have been allocated in different batches and the capital reserve has been transferred to share capital during the financial period ended 31 December 2012.
In May 2011, the Company issued 22,500,000 new ordinary shares to shareholders. These ordinary shares were issued at US$0.04. Cash amounting to US$900,000 was raised from this exercise. The costs directly attributable to this issuance of new ordinary shares amounted to US$45,000 has been deducted from the proceeds received.
15. Treasury shares
Group and Company | |||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
Number of ordinary shares | US$ | US$ | |||||
Balance at beginning and end of financial period/year | 1,922,966 | 1,922,966 | 56,400 | 56,400 | |||
In September 2008, the Company acquired 40,042,966 of its own shares from its shareholders through off-market purchases at an average price of US$0.03 per share. The Company paid US$1,200,000 in cash to acquire the said shares. This amount was deducted from issued share capital within the shareholders' equity. These bought back shares are held as treasury shares.
In November 2009, the Company re-issued 19,370,000 treasury shares to shareholders. These shares were issued at US$0.03. Cash amounting to US$581,100 was raised from this exercise. There is no gain or loss arising from this transaction.
In August 2010, the Company re-issued 18,750,000 treasury shares to shareholders. These shares were issued at US$0.04. Cash amounting to US$750,000 was raised from this exercise. Gain arising from this transaction US$187,500 is recognised directly in statement of changes in equity.
16. Share options reserve
Share options reserve represents equity-settled share options granted to Directors of the Company and employees of the Group. The reserve is made up of cumulative value of services received from share options holders recorded on grant of equity-settled share options.
The movement of this account is disclosed in the statement of changes in equity.
17. Convertible loans reserve
The convertible loans reserve represents the residual amount of convertible loans after deducting the fair values of the liability components. The movement in convertible loan is disclosed in the statement of changes equity.
18. Trade and other payables
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Trade payable | 3,239,649 | - | - | - | |||
Other payables | 2,096,212 | 506,979 | 1,775,071 | 485,857 | |||
Accruals | 215,954 | 124,697 | 100,000 | 27,397 | |||
Amount due to directors | 597,171 | 62,851 | 359,220 | 60,000 | |||
Amount due to a subsidiary | - | - | 171,013 | - | |||
Total financial liabilities carried at amortised cost | 6,148,986 | 694,527 | 2,405,304 | 573,254 | |||
Trade payables are non-interest bearing with a credit terms of 90 days.
No interest is charged on the other payables.
The amount owing to directors and subsidiary are unsecured, interest-free and repayable on demand.
Trade and other payables are denominated in the following currencies:
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
British pound | 304,230 | 146,899 | 304,230 | 146,899 | |||
Singapore dollar | 1,088,295 | 418,021 | 417,518 | 300,691 | |||
United States dollar | 1,512,050 | 123,950 | 1,678,793 | 120,901 | |||
Hong Kong dollar | - | 894 | - | - | |||
Euro | 3,239,648 | - | - | - | |||
Chinese renminbi | 4,763 | 4,763 | 4,763 | 4,763 | |||
6,148,986 | 694,527 | 2,405,304 | 573,254 | ||||
19. Convertible loans
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Convertible loans due to a director | 3,680,316 | 2,722,363 | 3,680,316 | 2,722,363 | |||
The convertible loans are denominated in United States dollar. Convertible loans due to a Chairman represents the fair values of the liability components after deducting equity components from the fair values of the convertible loans and is made up as follows:
Group | |||
31 December 2012 | 31 August 2011 | ||
US$ | US$ | ||
Net proceeds of convertible loans issued | 6,341,535 | 5,087,053 | |
Less: Liability components at date of issue | (6,088,741) | (4,885,891) | |
Equity components | 252,794 | 201,162 | |
Liability components at date of issue | 6,088,741 | 4,885,891 | |
Less: Repayment | (2,408,425) | (2,163,528) | |
Liability components at end of financial period/year | 3,680,316 | 2,722,363 | |
The salient terms and conditions of the convertible loan agreement are summarised as follows:
§ The term of the loans commence on the date of the convertible loans agreement and shall terminate on 1 May 2012. The lender has agreed to extent the loan period to 9 January 2013. All the terms and conditions remain the unchanged;
§ As at 31 December 2012, the terms of the convertible loans remain as follows:
§ The loans shall be interest-free;
§ The Lender shall have the right at any time during the term of the loans to convert any part of the loans into ordinary listed shares of the Company at US$0.03 share;
§ The Company may without penalty repay the whole or part of the loans before the repayment date; and
§ The Company may also offset any expenses or amount owing from the Lender to the Company against the loans.
20. Provisions
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Provision for unutilised leave | 12,440 | 50,745 | - | - | |||
Provision for reinstatement cost | 21,195 | 21,195 | - | - | |||
33,635 | 71,940 | - | - | ||||
Movements of provisions during the financial period/year are as follows:
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Balance at beginning of financial period/year | 71,940 | 41,987 | - | - | |||
(Reversal)/Addition during the financial period/year | (38,305) | 29,953 | - | - | |||
Balance at end of financial period/year | 33,635 | 71,940 | - | - | |||
Provision for unutilised leave represents employee entitlements to annual leave as a result of services rendered by employees up to the end of the financial period/year.
Provision for reinstatement cost is relation to the obligation for dismantlement, removal or restoration of office premises.
21. Share-based payments
The Employee Share Option Scheme (ESOS) enables Directors and employees of the Company and its subsidiaries to subscribe for ordinary shares in the capital of the Company, exercisable at varying periods from the date of grant depending whether the exercise price is set at market price in respect of that offer.
The ESOS Committee has on 5 May 2010 resolved to grant Incentive Options to the employees of the Group under the existing Alternative Energy Limited (AEL) ESOS scheme exercisable at US$0.03 per ordinary share.
Information in respect of the share options granted under the Company's ESOS was as follows:
Group and Company | |||
31 December 2012 | 31 August 2011 | ||
'000 | '000 | ||
Balance at beginning and end of financial period/year | 81,000 | 81,000 | |
81,000,000 share options were granted on 5 May 2010. The estimated fair value of the share options granted is US$1,480,000.
The fair value of share options as at the date of grant is estimated by an external valuer using the Black-Scholes-Merton model, taking into account the terms and conditions upon which the options were granted. The options have the vesting period of 2 years and the inputs to the model used are shown below.
Date of grant | Expectedvolatility | Risk-freeinterest rate | Expectedlife ofoptions | Exerciseprice | Share priceat date ofgrant |
(%) | (%) | (years) | (US$) | (US$) | |
5 May 2010 | 21.5 | 2.72-3.72 | 5-10 | 0.03 | 0.04 |
22. Related parties transactions
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
22.1 During the year, in addition to the information disclosed elsewhere in these financial statements, the Group entities entered into the following transactions with related parties at rates and terms agreed between the parties:
Group | |||
1 September 2011 to 31 December 2012 | 1 September 2010 to 31 August 2011 | ||
US$ | US$ | ||
Purchase of patents (Note 11) | 14,166,664 | 7,666,667 | |
Proceeds from convertible loans | 1,254,482 | 3,087,053 | |
Payment on behalf to a director | 244,897 | 1,760,253 | |
Advances from a director | 97,854 | - | |
Receipt on behalf by Chairman | 400,000 | - | |
22.2 Key management personnel compensation
Fees/salaryandrelatedcosts | Bonus | Definedcontributionplans | Shareoptionexpense | Total | |||
US$ | US$ | US$ | US$ | 2012 | 2011 | ||
Executive Directors | |||||||
Christopher Nightingale | 320,000 | - | - | - | 320,000 | 240,000 | |
Dr Goh Swee Ming | 196,746 | 24,186 | 15,034 | 124,685 | 360,651 | 276,451 | |
Non-Executive Directors | |||||||
Richard Lascelles | 20,000 | - | - | 124,685 | 144,685 | 120,000 | |
Bay Yew Chuan | 20,000 | - | - | 124,685 | 144,685 | 120,000 | |
*Noel Meaney | - | - | - | 124,685 | 124,685 | 120,000 | |
Total Key Management 2012 | 556,746 | 24,186 | 15,034 | 498,740 | 1,094,706 | ||
Total Key Management 2011 | 460,048 | 8,287 | 8,116 | 400,000 | 876,451 | ||
* Resigned on 29 November 2012.
The Non-Executive Directors' consultancy fees of US$40,000 (2011: US$60,000) were accrued and have not been paid as at 31 December 2012 along with US$326,416 (2011: US$60,000) and US$172,902 (2011: US$2,851) of Christopher Nightingale's and Dr Goh Swee Ming's salary respectively.
The remuneration of Directors is determined by the Remuneration Committee having regard to the performance of individuals and market trends. The remuneration disclosed above includes only the Directors as there is no personnel other than Directors who are considered to be a member of key management of the Group.
23. Operating lease commitments
At the end of the financial period/year, the commitments in respect of non-cancellable operating leases of office premises and equipment were as follows:
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Future minimum lease payments payable: | |||||||
Within one year | 190,670 | 276,812 | 38,423 | 146,718 | |||
After one year but within five years | 136,219 | 379,960 | - | 97,812 | |||
326,889 | 656,772 | 38,423 | 244,530 | ||||
The above operating lease commitments are based on existing rates. The lease agreements provide for a periodic revision of such rates in the future. The Group has an option to renew the leases for another 1 year after the expiry of the current lease terms.
24. Financial instruments and financial risks
The Group's activities are exposed to a variety of financial risks: credit risk, market risk (including foreign exchange risk and interest risk) and liquidity risk. The Group's overall risk management programme focuses on the predictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group does not use derivatives financial instruments to hedge any risk exposures.
The Group has established risk management policies and guidelines, which set out its overall risk management strategies.
24.1 Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group performs ongoing credit evaluation of its counterparties' financial condition and generally do not require collateral.
The carrying amounts of cash and bank balances and trade and other receivables represent the Group's and the Company's maximum exposure to credit risk in relation to financial assets. These assets are neither past due nor impaired at the end of the financial period/year.
The Company has a significant concentration of credit risk in the form of outstanding balances due from 2 (2011: 2) subsidiaries representing 88% (2011: 97%) of total trade and other receivables.
As at the end of the financial year, the Group's and the Company's maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position.
Bank balances are placed with high credit-ratings assigned by international credit rating agencies. Management is not expecting any counterparty to fail to meet its obligations.
In prior financial year, the Group and the Company's credit risks in respect of cash and bank balances are concentrated on amounts kept in a single bank with a total amount of US$924,864 and US$915,409 respectively. No significant exposure for the financial period from 1 September 2011 to 31 December 2012.
24.2 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group's income or value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
Foreign currency risk
The Group is exposed to currency risk arising from various currency exposures. The currencies giving rise to this risk are primarily Singapore dollar, British pound and Euro. Exposure to foreign currency risk is monitored on an ongoing basis by the Group to ensure that the net exposure is at an acceptable level, as the Group manages its transactional exposure by a policy of matching, as far as possible, receipts and payments in each individual currency. As the entities in the Group transacts substantially in the functional currency of the respective entities within the Group.
The carrying amounts of the Group's and the Company's foreign currency denominated monetary assets and liabilities as at the end of the financial period/year are as follows:
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Monetary assets | |||||||
Euro | 2,537,032 | - | - | - | |||
Singapore dollar | 169,973 | 1,058,307 | 115,366 | 1,023,456 | |||
British pound | 2,423 | 2,463 | 2,423 | 2,463 | |||
Hong Kong dollar | 11 | 9,501 | - | - | |||
Group | Company | ||||||
31 December 2012 | 31 August 2011 | 31 December 2012 | 31 August 2011 | ||||
US$ | US$ | US$ | US$ | ||||
Monetary liabilities | |||||||
Singapore dollar | 1,088,295 | 418,021 | 417,518 | 300,691 | |||
Euro | 3,239,648 | - | - | - | |||
British pound | 304,230 | 146,899 | 304,230 | 146,899 | |||
Chinese renminbi | 4,763 | 4,763 | 4,763 | 4,763 | |||
Hong Kong dollar | - | 894 | - | - | |||
Foreign currency sensitivity analysis
The Group is mainly exposed to Singapore dollar (SGD), British pound (GBP) and Euro (EUR).
The following table details the Group's sensitivity to a 10% change in SGD, GBP and EUR against United States dollar. The sensitivity analysis assumes instantaneous 10% change in the foreign currency exchange rates from the end of the financial year, with all variables held constant.
Increase/(Decrease) | ||||
Group | Company | |||
Profit or Loss | ||||
2012 US$ | 2011 US$ | 2012 US$ | 2011 US$ | |
SGD | ||||
Strengthens against US$ | (91,832) | 64,029 | (30,215) | 72,277 |
Weakens against US$ | 91,832 | (64,029) | 30,215 | (72,277) |
GBP | ||||
Strengthens against US$ | (30,181) | (14,444) | (30,181) | (14,444) |
Weakens against US$ | 30,181 | 14,444 | 30,181 | 14,444 |
EUR | ||||
Strengthens against US$ | (70,262) | - | - | - |
Weakens against US$ | 70,262 | - | - | - |
Interest rate risk
Interest rate risk is the risk that the fair value future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to interest rate risk arises primarily from their fixed deposits with financial institution, which is not significant.
24.3 Liquidity risks
Liquidity risks refer to the risks in which the Group will not be able to meet its financial obligations as they fall due. The Group ensure availability of funds through an adequate of cash and where necessary, fund raising exercise will be considered via right issues, private placements, convertible loans, other equity or equity-related exercise.
Prudent liquidity risk management implies maintaining sufficient cash. Due to the dynamic nature of the underlying businesses, the Group financial control maintains flexibility in funding by maintaining availability of a sufficient balance of cash. Management monitors rolling forecast of the Group's liquidity reserve (comprising cash and bank balances) on the basis of expected cash flow.
The Group's financial liabilities at the end of financial period/year is disclosed in the statement of financial position are payable within next twelve months and there is no significant interest expected from these liabilities. The balances due within 12 months equal their carrying balances as the impact of discounting is not expected to be significant.
25. Fair value of financial assets and financial liabilities
The carrying amounts of the financial assets and liabilities in the consolidated financial statements approximate their fair values due to the relative short term maturity of these financial instruments. The fair value of other classes of financial assets and liabilities are disclosed in the respective notes to the financial statements.
26. Capital management policies and objectives
The management's policy is to achieve a strong capital base so as to sustain future development of the business. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. The Group regards the equity attributable to shareholders as capital. Equity is represented by net liabilities. The Group's overall strategy remains unchanged from the financial year 2011.
The Group manages its capital structure by various means such as deciding on the amount of dividends paid to shareholders, return of capital to shareholders, issue of new shares to reduce debts, as it deems beneficial to the interest of its shareholders.
In financial year 2009, the Company purchased its own shares from the market and the timing of these purchases depends on market prices. Primarily, such actions are intended to enhance the return to the Group's shareholders and to be used for issuing shares under the Group's share option scheme. Buy and sell decision are made on a specific transaction basis by the management. The Group does not have a defined share buy-back plan.
The management believes that employees' participations in the capital of the Group will increase the shareholders' value and therefore will implement the Group's share option scheme, which is extended to both key management personnel and certain classes of employees of the Group.
There are no changes in the Group's approach to capital management during the financial year.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
27. Segment reporting
Management has determined the operating segments based on the reports reviewed by chief operating decision-maker (Note 2.16).
The chief operating decision-maker considers the business from only a business segment perspective, as geographical, management manages and monitors the business only from Singapore. Most of the assets and liabilities are located in Singapore.
The principal operations of the Group relates the provision of technology, hardware and equipment for renewable energy and green energy solutions product in Asia Pacific and Europe region.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical markets.
Distribution of total revenue by geographical markets:
Group | |||
1 September 2011 to 31 December 2012 | 1 September 2010 to 31 August 2011 | ||
USD | USD | ||
Asia Pacific | 154,072 | 52,826 | |
Europe | 12,170,883 | - | |
12,324,955 | 52,826 | ||
The Group has one (2011: Nil) major customer in which represent approximately 99% of the Group's total revenue.
28. Contingent liabilities
Continuing financial support
As at end of the financial period/year, the Company has given undertakings to provide continued financial support to certain subsidiaries to enable them to operate as going concern and meet their obligations as and when they fall due for at least 12 months from the end of the financial period/year.
At the end of the financial period/year, these subsidiaries had capital deficienciesof approximately US$4,282,691 (2011: US$5,881,996) including amounts due by the subsidiaries to the Company ofUS$3,747,848 (2011: US$6,214,194).
29. Comparatives
The Group changed its financial year from 31 August to 31 December. As a result, this set of financial statements present the financial position of the Group and the Company as at 31 December 2012 and the financial results for the financial period from 1 September 2011 to 31 December 2012. The comparatives present the financial position of the Group and the Company as at 31 August 2011 and the financial results for the financial year ended 31 August 2011.
30. Events subsequent to the reporting period
Subsequent to 31 December 2012, the following events have taken place:
(a) On 9 January 2013, the shareholders of the Company approved the Company entered into the revised convertible loan agreement dated 3 October 2012 with Christopher Nightingale (Chairman). Pursuant to the Revised Convertible Loan Agreement, the parties have determined to increase the total facility to the Company to an aggregate amount of US$7,000,000.
The salient terms and conditions of the Revised Convertible loan agreement are summarised as follow:
- The Lender grants to the Borrower an unsecured term loan in an aggregate principal amount to US$7,000,000.
- In the event of redemption by the Company of all or any of the Revised Convertible Loan during its term, Christopher Nightingale shall have the option to require the Company to draw the amount of the Revised Convertible Loan in order to enable him to exercise his Conversion Rights.
- The repayment period has extended from 9 January 2013 to 3 October 2014
- An interest of 4% per annum be imposed.
- The lender shall have the right at any time during the term of the loans to convert any part of the loans into ordinary shares of the Company at US$0.008 share.
- In the event that the conversion of the Loan into Conversion Shares does not take place either fully or partially, the Borrower shall on the Repayment Date repay all outstanding sums of the Loan, including the interest on Loan, in United States dollars.
(b) On 9 January 2013, the Company proposed to undertake a non-renounceable and non-underwritten preferential offering of up to 600,000,000 new ordinary shares at issue price of US$0.008 for each preferential offering shares ("POS"). The total amount expected is US$4,800,000. Pursuant to the offering, the Company has raised a total of US$2,208,929 at the issue price of US$0.008 per POS which including the share subscribed by the two directors as disclosed below.
(c) Dr Eric Goh Swee Ming, the Executive Director of the Company, who is also an entitled shareholder, has subscribed for 3,750,000 POS at the Issue price. Following this subscription Dr Eric Goh Swee Ming will hold 10,808,823 Ordinary Shares in the Company representing approximately 0.52 per cent of the Enlarged Issued Shares.
(d) Mr Bay Yew Chuan, the Non-Executive Director of the Company, who is also an entitled shareholder, has subscribed for 2,000,000 POS at the Issue price. Following this subscription Mr Bay Yew Chuan will hold 27,000,000 ordinary Shares in the Company representing approximately 1.29 per cent of the Enlarged Issued Shares.
(e) The proceed raised from Preferential Offering is for the general working capital purposes of the Company and to develop the business and technologies of the Company, particularly those in relation to the 1000 Island Project.
(f) On 18 April 2013, a subsidiary has entered into a distribution agreement with PT. Graha Raja Wali Pratama, a third party, to appoint sole distributor for the promotion and sale of the products within the agreed territory.
(g) On 22 April 2013, the Company has entered into the master project agreement ("Master Project Agreement") with P.T. Mega Urip Pesona on 12 April 2013. Pursuant to the Master Project Agreement, the Company has been appointed as exclusive Employers Engineering, Procurement and Construction contractor ("Employers EPC Contractor") for the 1000 Island Project, which involves the establishment of solar energy generating facilities across Indonesia.
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