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XYZ Holdings (Singapore) Limited
Preface
About this publication
XYZ Holdings (Singapore) Limited
This publication includes the following components:
XYZ Holdings (Singapore) Limited (XYZ) Illustrative report on directors report,statement by directors and financial statements
Appendix A Additional illustrative disclosures Appendix B Comparison between Singapore Financial Reporting Standards and
International Financial Reporting Standards
The illustrative financial statements are an illustration of the annual financial statements of aSingapore-incorporated listed company, XYZ Holdings (Singapore) Limited, prepared inaccordance with:
Singapore Financial Reporting Standards The Singapore Companies Act, Chapter 50.
The illustrative financial statements serve to provide illustration of annual consolidatedfinancial statements of a group of companies whose activities include manufacturing,property development and investment holding. The disclosures contained in these illustrativefinancial statements are made based on a hypothetical group of entities and certainassumptions have been made about the applicability of the disclosures required by SingaporeFinancial Reporting Standards. In addition to the aforementioned standards and regulation,certain disclosure requirements of the Singapore Exchange Securities Trading Limiteds(SGX-ST) Listing Manual have also been included in these illustrative financial statements.Readers should note that the disclosure requirements of the SGX-ST may be included in otherparts of the entitys annual report instead.
The illustrative financial statements is designed to capture a wide set of circumstances andtransactions, and in enhancing the relevance of XYZ, all minimum disclosure requirements ofFRS are complied with, generally without considering materiality threshold established inFRS 1. Also, since XYZ is a fictitious entity, assessing materiality is not possible in somecircumstances. XYZ is a helpful enabler for entities preparing financial statements under FRS,but its illustrative nature must be appreciated.
This 2014 edition includes illustrative disclosures for FRS 110 Consolidated FinancialStatements, FRS 111 Joint Arrangements and FRS 112 Disclosure of Interests in OtherEntities, amendments to FRS 32 Offsetting of Financial Assets and Financial Liabilities, andamendments to FRS 36 Recoverable Amount Disclosure for Non-Financial Assets.
To provide the user with insight of changes in this publication as compared to the 2013edition, we have sidelined the new illustrations, disclosure requirements and other editorialchanges in this manner.
Important notices
This publication is intended as an illustrative guide rather than a definitivestatement.
While the illustrative financial statements contain most of the usual disclosurestypically found in the financial statements of a group of companies whose activitiesinclude manufacturing, property development and investment holding, thedisclosures and commentaries in this publication are not meant to be exhaustive.Reference should be made to the relevant standards and regulations for specificdisclosure requirements.
This publication should not be relied upon as a substitute for seeking professionaladvice concerning the appropriate accounting treatment for specific individualsituations or ensuring compliance with the Singapore Financial Reporting Standardsand/or Singapore Companies Act, Chapter 50.
XYZ Holdings (Singapore) Limited
Preface
Singapore Financial Reporting Standards (FRS)
For financial periods beginning on or after 1 January 2014, a number of new and revisedFRSs apply.
A list of the FRSs and INT FRS is provided in Appendix B, which also provides a brief summaryof the major differences with International Financial Reporting Standards (IFRS).
This publication reflects the requirements of the FRSs as at 31 August 2014. No newaccounting standards that would be applicable to financial statements covering periodsbeginning on 1 January 2014 are expected. Nevertheless, the situation needs to bemonitored for any developments that may affect 2014 financial statements.
The following FRSs have not been dealt with in this publication:
FRS 26 Accounting and Reporting by Retirement Benefit Plans FRS 29 Financial Reporting in Hyperinflationary Economies FRS 34 Interim Financial Reporting FRS 41 Agriculture FRS 101 First-time Adoption of Financial Reporting Standards FRS 104 Insurance Contracts FRS 106 Exploration for and Evaluation of Mineral Resources FRS 114 Regulatory Deferral Accounts INT FRS 112 Service Concession Arrangements INT FRS 113 Customer Loyalty Programmes INT FRS 117 Distributions of Non-Cash Assets to Owners INT FRS 118 Transfer of Assets from Customers INT FRS 120 Stripping Costs in the Production of a Surface Mine INT FRS 121 Levies
XYZ Holdings (Singapore) Limited
Preface
Singapore Financial Reporting Standards (FRS) (continued)
Abbreviations
The following abbreviations are used in this publication:
BC Basis for ConclusionsCA Singapore Companies Act, Chapter 50FRS Singapore Financial Reporting Standards
INT FRS Interpretations of FRSs FRS AG FRS Application Guidance FRS IG FRS Implementation Guidance
IAS International Accounting StandardsIFRS International Financial Reporting StandardsSSA Singapore Standards on AuditingSGX Singapore Exchange Securities Trading Limited (SGX-ST)s Listing Manual
XYZ Holdings (Singapore) Limited
ContentsPage
General information ................................................................................................................ 1
Directors report...................................................................................................................... 2
Statement by directors ............................................................................................................ 7
Independent auditors report ................................................................................................. . 8
Consolidated income statement ............................................................................................. 10
Consolidated statement of comprehensive income .............................................................. ....11
Balance sheets ..................................................................................................... 16
Statements of changes in equity ............................................................................................ 18
Consolidated cash flow statement .......................................................................................... 26
Notes to the financial statements
1. Corporate information ................................................................................................... 30
2. Summary of significant accounting policies ..................................................................... 30
2.1 Basis of preparation ............................................................................................. 30
2.2 Changes in accounting policies ............................................................................. 32
2.3 Standards issued but not yet effective ................................................................. 40
2.4 Basis of consolidation and business combinations .................................................. 42
2.5 Transactions with non-controlling interests ........................................................... 46
2.6 Foreign currency .................................................................................................. 46
2.7 Property, plant and equipment ............................................................................. 47
2.8 Investment properties .......................................................................................... 48
2.9 Intangible assets .................................................................................................. 50
2.10 Land use rights .................................................................................................... 51
2.11 Impairment of non-financial assets ........................................................................ 52
2.12 Subsidiaries ......................................................................................................... 52
2.13 Joint arrangements .............................................................................................. 53
2.14 Joint ventures and associates ............................................................................... 54
2.15 Financial instruments ........................................................................................... 56
2.16 Impairment of financial assets .............................................................................. 61
2.17 Cash and cash equivalents .................................................................................... 63
2.18 Construction contracts ......................................................................................... 63
2.19 Development properties ....................................................................................... 63
2.20 Inventories .......................................................................................................... 64
2.21 Provisions ............................................................................................................ 65
2.22 Government grants .............................................................................................. 66
2.23 Financial guarantee .............................................................................................. 66
2.24 Borrowing costs ................................................................................................... 67
2.25 Convertible redeemable preference shares ............................................................ 67
XYZ Holdings (Singapore) Limited
ContentsPage
Notes to the financial statements (continued)
2.26 Employee benefits ................................................................................................ 68
2.27 Leases ................................................................................................................. 71
2.28 Non-current assets held for sale and discontinued operations ................................ 71
2.39 Revenue .............................................................................................................. 72
2.30 Taxes .................................................................................................................. 73
2.31 Share capital and share issuance expenses ............................................................ 75
2.32 Treasury shares ................................................................................................... 75
2.33 Contingencies .............................................................................................. ........75
3. Significant accounting judgements and estimates ............................................................ 76
3.1 Judgements made in applying accounting policies ................................................. 76
3.2 Key sources of estimation uncertainty .................................................................. 78
4. Revenue ............ ........................................................................................................... 81
5. Interest income .............................................................................................................. 81
6. Other income ................................................................................................................. 81
7. Finance costs ................................................................................................................. 82
8. Other expenses .............................................................................................................. 82
9. Profit before tax from continuing operations ................................................................... 83
10. Income tax expense ....................................................................................................... 85
11. Discontinued operation and disposal group classified as held for sale ............................... 88
12. Earnings per share ......................................................................................................... 90
13. Property, plant and equipment ....................................................................................... 93
14. Investment properties .................................................................................................... 96
15. Intangible assets ............................................................................................................ 98
16. Land use rights ............................................................................................................ 103
17. Investment in subsidiaries ............................................................................................ 103
18. Investment in joint venture ........................................................................................... 117
19. Investment in associates .............................................................................................. 120
20. Deferred tax ................................................................................................................ 123
21. Trade and other receivables ......................................................................................... 125
22. Investment securities ................................................................................................... 131
23. Gross amount due from/(to) customers for contract work-in-progress ............................ 132
24. Development properties ................................................................................................ 133
25. Inventories .... .......................................................................................... 134
26. Derivatives .................................................................................................................. 135
27. Cash and short-term deposits ....................................................................................... 136
XYZ Holdings (Singapore) Limited
ContentsPage
Notes to the financial statements (continued)
28. Provisions ................................................................................................................... 137
29. Deferred capital grants ................................................................................................ 138
30. Loans and borrowings .................................................................................................. 139
31. Trade and other payables ............................................................................................. 142
32. Other liabilities ............................................................................................................ 143
33. Share capital and treasury shares ................................................................................. 144
34. Other reserves ............................................................................................................. 145
35. Employee benefits ........................................................................................................ 146
36. Related party transactions ........................................................................................... 149
37. Commitments .............................................................................................................. 152
38. Contingencies .............................................................................................................. 155
39. Fair value of assets and liabilities .................................................................................. 156
40. Financial risk management objectives and policies ......................................................... 173
41. Capital management .................................................................................................... 187
42. Segment information ................................................................................................... 189
43. Dividends .................................................................................................................... 194
44. Events occurring after the reporting period ................................................................... 195
45. Authorisation of financial statements for issue .............................................................. 195
Appendices
Appendix A-1 Consolidated statement of comprehensive income in one statement
Illustrating the analysis of expense by nature ................................................. 196
Appendix A-2 Hedge accounting ......................................................................................... 198
Appendix A-3 Agreements for the construction of real estate .............................................. 205
Appendix A-4 Defined benefit plans ..................................................................................... 209
Appendix B Comparison between FRS and IFRS ................................................................ 220
Co. Reg. No 123456789Z
XYZ Holdings (Singapore) Limitedand its subsidiariesIllustrative financial statementsfor the financial year ended 31 December 2014
The names of people and corporations included as illustrations are fictitious. Any resemblance toany person or business is purely coincidental.
XYZ Holdings (Singapore) Limited and its subsidiaries
General information
XYZ Holdings (Singapore) Limited | 1
Gneral information
DirectorsAng Beng Choo Chairman
De Silva Elizabeth Frances Chief Executive Officer
Goh Hock Inn
Jee Kim Leng
Musa Nasir Osman
Pek Que Ru
See Tong Tong
Company secretaryLee Yiew Hong
Registered office[Address, telephone number, facsimile number and electronic mail address (if any)]
SolicitorsLaura & Co. LLP
BankersGood Bank Limited
South Bank Limited
CPA Bank Limited
Share registrar[Address]
AuditorErnst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner in charge: Alex Yang (Date of appointment: since financial year ended 31 December
2013)
SGX 1207.1
SGX 1207.2
SGX 1207.3
SGX 713.1
XYZ Holdings (Singapore) Limited and its subsidiaries
Directors report
XYZ Holdings (Singapore) Limited | 2
Diectors report
The directors are pleased to present their report to the members together with the auditedconsolidated financial statements of XYZ Holdings (Singapore) Limited (the Company) and itssubsidiaries (collectively, the Group) and the balance sheet and statement of changes in equityof the Company for the financial year ended 31 December 2014.
1. Directors
The directors of the Company in office at the date of this report are:
Ang Beng Choo
De Silva Elizabeth Frances (appointed on 2 February 2014)
Goh Hock Inn
Jee Kim Leng
Musa Nasir Osman
Pek Que Ru
See Tong Tong
In accordance with Articles 93 and 94 of the Companys Articles of Association, Jee KimLeng, Pek Que Ru and See Tong Tong retire and, being eligible, offer themselves for re-election.
2. Arrangements to enable directors to acquire shares and debentures
Except as described in paragraph five below, neither at the end of nor at any time duringthe financial year was the Company a party to any arrangement whose objects are, or oneof whose objects is, to enable the directors of the Company to acquire benefits by meansof the acquisition of shares or debentures of the Company or any other body corporate.
3. Directors interests in shares and debentures
The following directors, who held office at the end of the financial year, had, according tothe register of directors shareholdings required to be kept under section 164 of theSingapore Companies Act, Chapter 50, an interest in shares and share options of theCompany and related corporations (other than wholly-owned subsidiaries) as statedbelow:
Direct interest Deemed interest
Name of director
At thebeginning of
financial yearor date of
appointment
At the end offinancial year
At thebeginning of
financial yearor date of
appointment
At the end offinancial year
Ordinary shares of the Company
Goh Hock Inn 340,000 345,000 2,100,000 2,100,000De Silva Elizabeth Frances 5,000 10,000
Share options of the Company
Goh Hock Inn 50,000 60,000 De Silva Elizabeth Frances 43,000 60,000
CA 201.6A
CA 201.5
CA 201.6A.aCA 201.6.a
CA 201.6A.gCA 201.6.f
CA 201.6A.hCA 201.6.g
XYZ Holdings (Singapore) Limited and its subsidiaries
Directors report
XYZ Holdings (Singapore) Limited | 3
3. Directors interests in shares and debentures (continued)
Direct interest Deemed interest
Name of director
At thebeginning of
financial yearor date of
appointment
At the end offinancial year
At thebeginning of
financial yearor date of
appointment
At the end offinancial year
Ordinary shares of 1 each of theholding company (Good Group(International) Ltd)
Goh Hock Inn 10,000 10,000 De Silva Elizabeth Frances 25,000 25,000
There was no change in any of the above-mentioned interests in the Company betweenthe end of the financial year and 21 January 2015.Except as disclosed in this report, no director who held office at the end of the financialyear had interests in shares, share options, warrants or debentures of the Company, or ofrelated corporations, either at the beginning of the financial year, or date of appointmentif later, or at the end of the financial year.
4. Directors contractual benefits
Except as disclosed in the financial statements, since the end of the previous financialyear, no director of the Company has received or become entitled to receive a benefit byreason of a contract made by the Company or a related corporation with the director, orwith a firm of which the director is a member, or with a company in which the director hasa substantial financial interest.
5. Options
At an Extraordinary General Meeting held on 23 December 2009, shareholders approvedthe Senior Executive Option Plan and the General Employee Share Option Plan for thegranting of non-transferable options that are settled by physical delivery of the ordinaryshares of the Company, to eligible senior executives and employees respectively.
The committee administering the employee share option plans comprise three directors,Musa Nasir Osman, Pek Que Ru and See Tong Tong.
During the financial year:
The Company has granted 37,000 share options under the Senior Executive OptionPlan. These options expire on 30 June 2019 and are exercisable if and when theGroups earnings per share amount increases by 12% within three years from the dateof grant.
The Company has also granted 163,000 share options under the General EmployeeShare Option Plan. These options expire on 30 June 2018 and are exercisable if theemployee remains in service for three years from the date of grant and that certainmarket conditions as detailed in Note 35 to the financial statements are met.
75,000 treasury shares were reissued at a weighted average exercise price of S$1.08each, upon the exercise of options granted pursuant to the employee share optionplans.
SGX 1207.7
CA 201.8
CA 201.11.b and11B
SGX 853
SGX 852.1.a
CA 201.11.b-d
CA 201.11.b-d
CA 201.12.a
XYZ Holdings (Singapore) Limited and its subsidiaries
Directors report
XYZ Holdings (Singapore) Limited | 4
5. Options (continued)
Details of all the options to subscribe for ordinary shares of the Company pursuant to theemployee share option plans as at 31 December 2014 are as follows:
Expiry date Exercise price (S$) Number of options
31 December 2015 1.05 45,000
30 November 2016 1.18 55,000
1 January 2017 1.22 100,000
31 December 2018 1.26 125,000
30 June 2019 1.30 200,000
Total 525,000
Details of the options to subscribe for ordinary shares of the Company granted todirectors of the Company pursuant to the Senior Executive Option Plan are as follows:
Name of director
Optionsgrantedduring
financialyear
Aggregateoptions granted
sincecommencementof plan to end of
financial year
Aggregate optionsexercised since
commencement ofplan to end offinancial year
Aggregateoptions
outstanding asat end of
financial year
Goh Hock Inn 15,000 105,000 (35,000) 60,000
De Silva Elizabeth Frances 22,000 75,000 (15,000) 60,000
Total 37,0001 180,000 (50,000) 120,000
1 These options are exercisable between the periods from 30 June 2017 to 30 June 2019at the exercise price of S$1.30 if the vesting conditions are met.
Since the commencement of the employee share option plans till the end of the financialyear:
No options have been granted to the controlling shareholders of the Company and theirassociates
No participant other than the two directors mentioned above has received 5% or moreof the total options available under the plans
No options have been granted to directors and employees of the holding company andits subsidiaries
No options that entitle the holder to participate, by virtue of the options, in any shareissue of any other corporation have been granted
No options have been granted at a discount
CA 201.12.b
SGX 852.1.b.i
SGX 852.2
SGX 852.1.b.ii
SGX 852.1.b.iii
SGX 852.c.i
SGX 852.1.c. ii
CA 201.11
SGX 852.1.d
XYZ Holdings (Singapore) Limited and its subsidiaries
Directors report
XYZ Holdings (Singapore) Limited | 5
6. Audit committee
The audit committee (AC) carried out its functions in accordance with section 201B (5) ofthe Singapore Companies Act, Chapter 50, including the following:
Reviewed the audit plans of the internal and external auditors of the Group and theCompany, and reviewed the internal auditors evaluation of the adequacy of theCompanys system of internal accounting controls and the assistance given by theGroup and the Companys management to the external and internal auditors
Reviewed the quarterly and annual financial statements and the auditors report on theannual financial statements of the Group and the Company before their submission tothe board of directors
Reviewed effectiveness of the Group and the Companys material internal controls,including financial, operational and compliance controls and risk management viareviews carried out by the internal auditor
Met with the external auditor, other committees, and management in separateexecutive sessions to discuss any matters that these groups believe should bediscussed privately with the AC
Reviewed legal and regulatory matters that may have a material impact on the financialstatements, related compliance policies and programmes and any reports receivedfrom regulators
Reviewed the cost effectiveness and the independence and objectivity of the externalauditor
Reviewed the nature and extent of non-audit services provided by the external auditor Recommended to the board of directors the external auditor to be nominated,
approved the compensation of the external auditor, and reviewed the scope and resultsof the audit
Reported actions and minutes of the AC to the board of directors with suchrecommendations as the AC considered appropriate
Reviewed interested person transactions in accordance with the requirements of theSingapore Exchange Securities Trading Limiteds Listing Manual
The AC, having reviewed all non-audit services provided by the external auditor to theGroup, is satisfied that the nature and extent of such services would not affect theindependence of the external auditor. The AC has also conducted a review of interestedperson transactions.
The AC convened four meetings during the year with full attendance from all members,except for one where a member was absent. The AC has also met with internal andexternal auditors, without the presence of the Companys management, at least once ayear.
Further details regarding the AC are disclosed in the Report on Corporate Governance.
CA 201B.9
SGX 1207.6.b
XYZ Holdings (Singapore) Limited and its subsidiaries
Directors report
XYZ Holdings (Singapore) Limited | 6
7. Auditor
Ernst & Young LLP have expressed their willingness to accept reappointment as auditor.
On behalf of the board of directors:
____________________________ ___________________________
Ang Beng Choo De Silva Elizabeth Frances
Director Director
27 February 2015
Commentary:
Section 201B (5) of the Companies Act requires a description of the nature and extent of thefunctions performed by the audit committee pursuant to section 201B (5). If the nature andextent of the functions are described in the Report on Corporate Governance and the DirectorsReport makes reference to the Report on Corporate Governance instead, the directors mustensure that the Report on Corporate Governance describes the functions pursuant to section201B (5) of the Companies Act.
CA 201.5
CA 201B.5
XYZ Holdings (Singapore) Limited and its subsidiaries
Statement by directors
XYZ Holdings (Singapore) Limited | 7
Statement by directors
We, Ang Beng Choo and De Silva Elizabeth Frances, being two of the directors of XYZ Holdings(Singapore) Limited, do hereby state that, in the opinion of the directors,
(i) the accompanying balance sheets , consolidated income statement, consolidatedstatement of comprehensive income, statements of changes in equity, and consolidatedcash flow statement together with notes thereto are drawn up so as to give a true andfair view of the state of affairs of the Group and of the Company as at 31 December2014 and the results of the business, changes in equity and cash flows of the Group andthe changes in equity of the Company for the year ended on that date, and
(ii) at the date of this statement, there are reasonable grounds to believe that the Companywill be able to pay its debts as and when they fall due.
On behalf of the board of directors:
___________________________ ___________________________Ang Beng Choo De Silva Elizabeth FrancesDirector Director27 February 2015
Commentary:
FRS 1 uses the terms statement of financial position and statement of cash flows. However, anentity is not obliged to use these terminologies.
In this illustration, the Group has chosen to use the terms balance sheet and cash flow statement.If an entity has chosen to use the terms introduced by FRS 1, the entity should make reference tothe new terms used in its financial statements.
In this illustration, the Group has chosen to present its comprehensive income in two linkedstatements. If an entity has chosen to present its comprehensive income in one single statement,the reference to consolidated income statement should be removed.
Presentation of the statement of changes in equity for the Company when consolidated financialstatements are presented is optional. In this illustration, the Company has chosen to present thestatement of changes in equity for the Company together with the consolidated financialstatements and balance sheet of the Company. Accordingly, the statement by directors includesthe directors opinion on whether the statement of changes in equity is drawn up so as to give atrue and fair view of the changes in equity of the Company. This applies to the auditors opinionexpressed in the auditors report as well.
CA 201.15.aCA 201.15.b
CA 201.15.c
FRS 1.10
XYZ Holdings (Singapore) Limited and its subsidiaries
Independent auditors reportFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 8
Independent auditors report
Independent Auditors Report to the Members of XYZ Holdings (Singapore) Limited
Report on the Financial Statements
We have audited the accompanying financial statements of XYZ Holdings (Singapore) Limited (theCompany) and its subsidiaries (collectively, the Group) set out on pages 10 to 195, which comprise thebalance sheets of the Group and the Company as at 31 December 2014, the statements of changes inequity of the Group and the Company and the consolidated income statement , consolidatedstatement of comprehensive income and consolidated cash flow statement of the Group for the yearthen ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view inaccordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and SingaporeFinancial Reporting Standards, and for devising and maintaining a system of internal accounting controlssufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthoriseduse or disposition; and transactions are properly authorised and that they are recorded as necessary topermit the preparation of true and fair profit and loss accounts and balance sheets and to maintainaccountability of assets.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with Singapore Standards on Auditing. Those standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditors judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the entitys preparation offinancial statements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitysinternal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statementof changes in equity of the Company are properly drawn up in accordance with the provisions of the Actand Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of theGroup and of the Company as at 31 December 2014 and the results, changes in equity and cash flows ofthe Group and the changes in equity of the Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and bythose subsidiaries incorporated in Singapore of which we are the auditors have been properly kept inaccordance with the provisions of the Act.
___________________________
Ernst & Young LLP
Public Accountants andChartered AccountantsSingapore
27 February 2015
SSA 700.22,CA 207.1
SSA 700.39
SSA 700.23
SSA 700.25
SSA 700.26
SSA 700.28
SSA 700.29 and30
SSA 700.31
SSA 700.33
SSA 700.34
SSA 700.35CA 207.2.a
SSA 700.38
CA 207.2.b
SSA 700.40
SSA 700.42
SSA 700.41
XYZ Holdings (Singapore) Limited and its subsidiaries
Independent auditors reportFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 9
Commentary:
Please refer to commentary no. 1 of the statement by directors. Please refer to commentary no. 2 of the statement by directors. Please refer to commentary no. 3 of the statement by directors.
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated income statement For the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 10
(Illustrating the analysis of expenses by function)
Note
2014
$000
2013(Restated)
$000 FRS 1.81.b and 103
Continuing operationsRevenue 4 136,720 142,571 FRS 1.82.a and 103
Cost of sales (104,271) (111,820) FRS 1.103
Gross profit 32,449 30,751 FRS 1.103
Other items of income FRS 1.103 Interest income 5 430 327 FRS 18.35.b.iii Dividend income from investment securities 526 406 FRS 18.35.b.v Other income 6 1,511 886
Other items of expense Marketing and distribution (4,895) (4,195) FRS 1.103
Research and development (320) (327) FRS 1.103, FRS 38.126 Administrative expenses (20,266) (18,952) FRS 1.103
Finance costs 7 (1,715) (1,512) FRS 1.82.b
Other expenses 8 (1,471) (724) FRS 1.103
Share of results of joint ventures 151 128 FRS 1.82.c
Share of results of associates 657 328 FRS 1.82.cProfit before tax from continuing operations 9 7,057 7,116 FRS 1.85
Income tax expense 10 (1,557) (1,687) FRS 1.82.d, FRS 12.77
Profit from continuing operations, net of tax 5,500 5,429 FRS 1.85
Discontinued operationLoss from discontinued operation, net of tax 11 (544) (188)
FRS 1.82.e, FRS 105.33.a& 33A
Profit for the year 4,956 5,241 FRS 1.81A.a
Attributable to:
Owners of the Company
Profit from continuing operations, net of tax 5,320 5,029 FRS 105.33.d
Loss from discontinued operation, net of tax (544) (188) FRS 105.33.d
Profit for the year attributable to owners of the Company 4,776 4,841 FRS 1.81B.ii
Non-controlling interests
Profit from continuing operations, net of tax 180 400
Loss from discontinued operation, net of tax
Profit for the year attributable to non-controlling interests 180 400 FRS 1.81B.iEarnings per share from continuing operations attributable
to owners of the Company (cents per share)
Basic 12(a) 22.98 21.81 FRS 33.66 and 67A
Diluted 12(a) 22.73 21.58 FRS 33.66 and 67A
Earnings per share (cents per share)
Basic 12(b) 20.63 21.00 FRS 33.66 and 67A
Diluted 12(b) 20.43 20.78 FRS 33.66 and 67A
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 11
Consolidated statement of comprehensive income 2014
$000
2013(Restated)
$000
Profit for the year 4,956 5,241 FRS 1.82.f
Other comprehensive income:Items that will not be reclassified to profit or loss FRS 1.82A.b
Net surplus on revaluation of freehold land and buildings 1,250 2,404 FRS 16.77.f
Share of gain on property revaluation of associates 62 101,312 2,414
Items that may be reclassified subsequently to profit or loss FRS 1.82A.a
Net fair value gains on available-for-sale financial assets 274 110 FRS 107.20.a.ii
Net fair value changes on available-for-sale financial assetsreclassified to profit or loss (100) (12) FRS 107.20.a.ii
Foreign currency translation (181) (82) FRS 21.52.b
(7) 16
Other comprehensive income for the year, net of tax 1,305 2,430 FRS 1.81A.b
Total comprehensive income for the year 6,261 7,671 FRS 1.81A.c
Attributable to:
Owners of the Company 6,091 7,211 FRS 1.81B.b.ii
Non-controlling interests 170 460 FRS 1.81B.b.i
Total comprehensive income for the year 6,261 7,671
Attributable to:
Owners of the CompanyTotal comprehensive income from continuing operations,
net of tax 6,585 7,379 FRS 105.33.d Total comprehensive income from discontinued operation,
net of tax (494) (168) FRS 105.33.d Total comprehensive income for the year attributable to
owners of the Company 6,091 7,211
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 12
Commentary:
Complete set of financial statements
Under FRS 1, a complete set of financial statements comprises:(a) A statement of financial position as at the end of the period*
(b) A statement of profit or loss and other comprehensive income for the period
(c) A statement of changes in equity for the period
(d) A statement of cash flows for the period*
(e) Notes, comprising a summary of significant accounting policies and other explanatoryinformation
(f) Comparative information in respect of the preceding period**
(g) A statement of financial position as at the beginning of the earliest comparative period when anentity applies an accounting policy retrospectively or makes a retrospective restatement ofitems in its financial statements, or when it reclassifies items in its financial statements***
* FRS 1 replaces the term balance sheet with statement of financial position, and cash flowstatement with statement of cash flows. However, an entity is not obliged to use these newtitles.
** An entity shall present, as a minimum, two statements of financial position, two statements ofprofits or loss and other comprehensive income, two separate statements of profit or loss (ifpresented), two statements of cash flows and two statements of changes in equity, and relatednotes. This shall include comparative information for narrative and descriptive information if itis relevant to understanding the current periods financial statements.
*** In such cases, a complete set of financial statements will include three statements of financialposition.
Presentation of statement of profit or loss and other comprehensive income and analysis of expenses
An entity can present a single statement of profit or loss and other comprehensive income, withprofit or loss and other comprehensive income in two sections or as two linked statements.
When an entity present a single statement of profit or loss and other comprehensive income, withprofit or loss and other comprehensive income in two sections, the sections shall be presentedtogether, with the profit or loss section presented first followed directly by the other comprehensiveincome section. When an entity present the profit or loss section in a separate statement of profit orloss, the separate statement of profit or loss shall immediately precede the statement ofcomprehensive income, which shall begin with profit or loss.
An entity shall present an analysis of expenses using a classification based on either the nature ofexpenses or their function within the entity, whichever provides information that is reliable and morerelevant. The main consideration in choosing an appropriate analysis for disclosure purposes shouldbe the entitys accounting system and management reporting system.
In this illustration, the format adopted is two linked statements with analysis of expenses by theirfunction within the entity. An illustration of a statement of comprehensive income in a singlestatement with analysis of expenses by their nature is provided in Appendix A-1 Consolidatedstatement of comprehensive income in one statement illustrating the analysis of expenses bynature. Where the former format is adopted (as in the case of this illustration), the entity shalldisclose additional information on the nature of expenses, including depreciation and amortisation aswell as employee benefits expense in the notes.
FRS 1.10
FRS 1.10
FRS 1.38 and 38A
FRS 1.10 and 39
FRS 1.81A
FRS 1.99
FRS 1.104
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 13
Commentary (continued):
Reporting of continuing and discontinued operations
The separate reporting of continuing and discontinued operations in the statement ofcomprehensive income is required only where there are discontinued operations as defined by FRS105 Non-current Assets Held for Sale and Discontinued Operations.
An entity shall re-present the disclosures required for discontinued operations for prior periodspresented in the financial statements so that the disclosures relate to all operations that have beendiscontinued by the end of the reporting period for the latest period presented.
On disposal of the disposal group, the gain or loss from discontinued operation presented on thestatement of comprehensive income includes the gain or loss on disposal of the disposal groupconstituting the discontinued operation.
Other additional disclosures
Additional line items, heading and subtotals should be presented on the face of the statement ofcomprehensive income, when such presentation is relevant to the understanding of the entitysfinancial performance.
Commentary on certain line items illustrated in the statement of comprehensive income
Interest income and dividend income
Interest income and dividend income exclude interest income and dividends respectively, fromfinancial assets at fair value through profit or loss. As disclosed in Note 2.15(a)(i), XYZ Holdings(Singapore) Limited has made a policy choice to include interest and dividend income in the net gainsor net losses on financial assets at fair value through profit or loss, instead of recognising themseparately.
Research and development
Research and development costs represent the aggregate amount of research and developmentexpenditure recognised as an expense during the period, including amortisation of deferreddevelopment cost.
Share of results of associates and joint ventures
Share of results of associates and share of results of joint ventures are presented net of tax andnon-controlling interests in the associates.
Terminology used
Although FRS 1 uses the terms other comprehensive income, profit or loss and totalcomprehensive income, an entity may use other terms to describe the totals as long as the meaningis clear. For example, an entity may use the term net income to describe profit or loss.
FRS 105.30 and 33
FRS 105.34
FRS 105.33.b.iii
FRS 1.85
FRS 107 AGB5.e
FRS 38.126 and127
FRS 1.IG6
FRS 1.8
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 14
Commentary (continued):
Tax effects related to each component of other comprehensive income
An entity may present components of other comprehensive income either:(a) net of related tax effects, as illustrated in the statement of comprehensive income, or
(b) before related tax effects with one amount shown for the aggregate amount of income taxrelating to those components.
Extract of statement of comprehensive income illustrating other comprehensive income presentedat gross before related tax effects:
2014$000
2013$000
Other comprehensive income:
Items that will not be reclassified to profit or lossNet surplus on revaluation of freehold land and buildings 1,506 2,868Share of gain on property revaluation of associates 75 12Income tax relating to components of other comprehensive
income (269) (466)1,312 2,414
Items that may be reclassified subsequently to profit or lossNet fair value gains on available-for-sale financial assets 350 135Net fair value changes on available-for-sale financial assets
reclassified to profit or loss (120) (15)Foreign currency translation (181) (82)
Income tax relating to components of other comprehensiveincome (56) (22)
(7) 16Other comprehensive income for the year, net of tax 1,305 2,430
Either way, the amount of income tax relating to each component of other comprehensive incomemust be disclosed either in the statement of comprehensive income or in the notes. In thisillustration, the entity has chosen to disclose the related tax effects in the Note 10 Income taxexpense.
In this illustration, the share of other comprehensive income of associates relates to propertyrevaluation attributable to owners of the associates, which is an item that will not be reclassified toprofit or loss. If an entity has share of other comprehensive income of associates which relates toitems that may be reclassified subsequently to profit or loss, the item shall be presented under thegroup of items that may be reclassified subsequently to profit or loss.
FRS 1.91
FRS 1.90FRS 12.81.ab
XYZ Holdings (Singapore) Limited | 15
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XYZ Holdings (Singapore) Limited and its subsidiaries
Balance sheets As at 31 December 2014
XYZ Holdings (Singapore) Limited | 16
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Balance sheets Group Company
2014
31 December2013
(Restated)
1 January2013
(Restated) 2014 2013Note $'000 $'000 $'000 $'000 $'000
Assets
Non-current assetsProperty, plant and equipment 13 30,718 31,064 28,155 1,079 603 FRS 1.54.aInvestment properties 14 4,645 3,955 3,825 - - FRS 1.54.bIntangible assets 15 2,419 1,333 1,368 - - FRS 1.54.cLand use rights 16 5,811 5,733 5,730 - - FRS 1.55Investment in subsidiaries 17 - - - 12,147 10,582 FRS 1.55Investment in joint venture 18 1,674 1,523 1,370 - - FRS 1.54.eInvestment in associates 19 10,595 10,321 10,125 - - FRS 1.54.eDeferred tax assets 20 470 463 455 21 26 FRS 1.54.o and 56Other receivables 21 2,793 2,778 2,715 16,753 17,401 FRS 1.54.hInvestment securities 22 4,608 3,106 3,630 - - FRS 1.54.d
63,733 60,276 57,373 30,000 28,612Current assetsGross amount due from customers for
contract work-in-progress 23 651 398 67 - - FRS 11.42.aDevelopment properties 24 2,900 2,650 2,450 - - FRS 1.54.gInventories 25 24,020 24,400 25,300 - - FRS 1.54.gPrepaid operating expenses 122 250 312 53 122 FRS 1.55Trade and other receivables 21 22,852 24,967 22,095 338 350 FRS 1.54.hInvestment securities 22 1,512 1,260 1,150 - - FRS 1.54.dDerivatives 26 170 105 95 - - FRS 1.54.dCash and short-term deposits 27 6,117 4,858 3,668 4,621 4,145 FRS 1.54.i
58,344 58,888 55,137 5,012 4,617Assets of disposal group classified as held for
sale 11 2,270 - - 2,300 -FRS 1.54.j,FRS 105.38
60,614 58,888 55,137 7,312 4,617
Total assets 124,347 119,164 112,510 37,312 33,229
Equity and liabilities
Current liabilitiesProvisions 28 801 295 155 - - FRS 1.54.lDeferred capital grants 29 300 210 150 - - FRS 20.24Income tax payable 2,927 6,734 6,362 1,447 2,115 FRS 1.54.nLoans and borrowings 30 1,189 2,290 2,350 - - FRS 1.54.mGross amount due to customers for contract
work-in-progress 23 358 586 942 - - FRS 11.42.bTrade and other payables 31 17,367 18,934 18,367 470 414 FRS 1.54.kOther liabilities 32 3,659 2,579 3,067 1,166 446 FRS 1.54.mDerivatives 26 22 - - - - FRS 1.54.m
26,623 31,628 31,393 3,083 2,975Liabilities directly associated with disposal
group classified as held for sale 11 2,071 - - - -FRS 1.54.p,FRS 105.38
28,694 31,628 31,393 3,083 2,975
Net current assets 31,920 27,260 23,744 4,229 1,642
Non-current liabilitiesProvisions 28 1,525 1,841 1,898 - - FRS 1.54.lDeferred capital grants 29 3,488 1,754 954 - - FRS 20.24Deferred tax liabilities 20 2,273 1,904 1,517 226 231 FRS 1.54.o and 56Loans and borrowings 30 13,415 13,188 14,290 5,750 5,628 FRS 1.54.mOther payables 31 200 - - - - FRS 1.54.k
20,901 18,687 18,659 5,976 5,859
Total liabilities 49,595 50,315 50,052 9,059 8,834
Net assets 74,752 68,849 62,458 28,253 24,395
Equity attributable to owners of the CompanyShare capital 33(a) 11,090 9,665 9,510 11,090 9,665 FRS 1.54.rTreasury shares 33(b) (159) - - (159) - FRS 1.54.rRetained earnings 54,657 51,627 48,477 16,700 14,309 FRS 1.54.rOther reserves 7,058 5,657 3,031 622 421 FRS 1.54.rReserve of disposal group classified as held
for sale 11 128 - - - - FRS 105.3872,774 66,949 61,018 28,253 24,395
Non-controlling interests 1,978 1,900 1,440 - - FRS 1.54.qTotal equity 74,752 68,849 62,458 28,253 24,395
Total equity and liabilities 124,347 119,164 112,510 37,312 33,229
XYZ Holdings (Singapore) Limited and its subsidiaries
Balance sheets As at 31 December 2014
XYZ Holdings (Singapore) Limited | 17
Commentary:
Complete set of financial statements
Please refer to commentary no. 1 of the consolidated statement of comprehensive income.
An entity shall disclose the amount expected to be recovered or settled after more than twelvemonths for each asset and liability line item that combines amounts expected to be recovered orsettled:
(a) no more than twelve months after the reporting period, and
(b) more than twelve months after the reporting period.
An entity shall present current and non-current assets, and current and non-current liabilities, asseparate classifications in its balance sheets in accordance with FRS1.66 to FRS 1.67 except when apresentation based on liquidity provides information that is reliable and more relevant. When thatexception applies, an entity shall present all assets and liabilities in order of liquidity.
FRS 1.61
FRS 1.60
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 18
Statement of changes in equity
Attributable to owners of the Company
2014Group Note
Equity,total
Equityattributableto owners
of theCompany,
totalSharecapital
Treasuryshares
Retainedearnings
Otherreserves,
total
Fair valueadjustment
reserve
Assetrevaluation
reserve
Statutoryreserve
fund
Foreigncurrency
translationreserve
Premiumpaid on
acquisitionof non-
controllinginterests
Employeeshareoption
reserve
Gain or losson
reissuanceof treasury
shares
Equitycomponent of
convertibleredeemablepreference
shares
Reserve ofdisposalgroup
classified asheld for sale
Non-controllinginterests
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Opening balance at 1 January2014 2.2 68,849 66,949 9,665 - 51,627 5,657 426 4,414 740 (344) - 341 - 80 - 1,900
Profit for the year 4,956 4,776 - 4,776 - - - - - - - - - - 180 FRS 1.106.d.i
Other comprehensive incomeNet gain on fair value changes of
available-for-sale financialassets 174 174 174 174
FRS 1.106A, FRS1.106.d.ii, FRS 1.82,gand FRS 107.20.a.II
Net surplus on revaluation offreehold land and buildings 1,250 1,250 1,250 1,250
FRS 1.106A,FRS1.106.d.ii,FRS 1.82.g, FRS 16.77.f
Foreign currency translation (181) (171) (171) (171) (10)
FRS 1.106A,FRS1.106.d.ii, FRS 1.82.g,FRS 21.52.b
Share of other comprehensiveincome of associates 62 62 62 - 62
FRS 1.106A, FRS1.106.d.ii, FRS 1.82.h,FRS 28.39
Other comprehensive incomefor the year, net of tax 1,305 1,315 1,315 174 1,312 (171) (10)
Total comprehensive income forthe year 6,261 6,091 - - 4,776 1,315 174 1,312 - (171) - - - - 170 FRS 1.106.a
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 19
Attributable to owners of the Company
2014Group Note
Equity,total
Equityattributableto owners
of theCompany,
totalSharecapital
Treasuryshares
Retainedearnings
Otherreserves,
total
Fair valueadjustment
reserve
Assetrevaluation
reserve
Statutoryreserve
fund
Foreigncurrency
translationreserve
Premiumpaid on
acquisitionof non-
controllinginterests
Employeeshareoption
reserve
Gain or losson
reissuanceof treasury
shares
Equitycomponent of
convertibleredeemablepreference
shares
Reserve ofdisposalgroup
classified asheld for sale
Non-controllinginterests
Contributions by anddistributions to owners FRS 1.106.d.iii
Shares issued for acquisition of asubsidiary 33(a) 1,475 1,475 1,475 - - - - - - - - - - - - - FRS 1.106.d.iii
Share issuance expense 33(a) (50) (50) (50) - - - - - - - - - - - - - FRS 32.39Grant of equity-settled share
options to employees 35 245 245 - - - 245 - - - - - 245 - - - - FRS 102.50
Purchase of treasury shares 33(b) (254) (254) - (254) - - - - - - - - - - - - FRS 32.33
Treasury shares reissuedpursuant to employee shareoption plans 33(b) 81 81 - 95 - (14) - - - - - (79) 65 - - -
FRS 102.50,FRS 32.33
Dividends on ordinary shares 43 (1,613) (1,613) - - (1,613) - - - - - - - - - - - FRS 1.106.d.iii
Total contributions by anddistributions to owners (116) (116) 1,425 (159) (1,613) 231 - - - - 166 65 - - FRS 1.106.d.iii
Changes in ownership interests insubsidiaries FRS 1.106.d.iii
Acquisition of subsidiary 17 558 - - - - - - - - - - - - - - 558Acquisition of non-controlling
interests without a change incontrol 17 (800) (150) - - - (150) - - - - (150) - - - - (650)
Total changes in ownershipinterests in subsidiaries (242) (150) - - - (150) - - - - (150) - - - - (92) FRS 1.106.d.iii
Total transactions with ownersin their capacity as owners (358) (266) 1,425 (159) (1,613) 81 - - - - (150) 166 65 - - (92) FRS 1.106.d.iii
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 20
Attributable to owners of the Company
2014Group Note
Equity,total
Equityattributableto owners
of theCompany,
totalSharecapital
Treasuryshares
Retainedearnings
Otherreserves,
total
Fair valueadjustment
reserve
Assetrevaluation
reserve
Statutoryreserve
fund
Foreigncurrency
translationreserve
Premiumpaid on
acquisitionof non-
controllinginterests
Employeeshareoption
reserve
Gain or losson
reissuanceof treasury
shares
Equitycomponent of
convertibleredeemablepreference
shares
Reserve ofdisposalgroup
classified asheld for sale
Non-controllinginterests
OthersReserve attributable to disposal
group classified as held forsale 11 - - - - - (128) - (128) - - - - - - 128 - FRS 105.38
Expiry of employee share options - - - - 30 (30) - - - - - (30) - - - - FRS 102.50
Transfer to statutory reservefund - - - - (163) 163 - - 163 - - - - - - - FRS 1.106.d.iii
Total Others - - - - (133) 5 - (128) 163 - - (30) - - 128 -
Closing balance at 31 December2014 74,752 72,774 11,090 (159) 54,657 7,058 600 5,598 903 (515) (150) 477 65 80 128 1,978
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 21
Attributable to owners of the Company
2013Group Note
Equity,total
Equityattributableto owners of
the Company,total
Sharecapital
Retainedearnings
Otherreserves,
total
Fair valueadjustment
reserve
Assetrevaluation
reserve
Statutoryreserve
fund
Foreigncurrency
translationreserve
Employeeshareoption
reserve
Equitycomponent of
convertibleredeemablepreference
shares
Non-controllinginterests
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Opening balance at 1 January 2013 2.2 62,458 61,018 9,510 48,477 3,031 328 2,000 613 (202) 292 - 1,440
Profit for the year 5,241 4,841 - 4,841 - - - - - - - 400 FRS 1.106.d.i
Other comprehensive incomeNet gain on fair value changes of available-for-
sale financial assets 98 98 - - 98 98 - - - - - -
FRS 1.106A, FRS1.106.d.ii, FRS 1.82.gand FRS 107.20.a.II
Net surplus on revaluation of freehold land andbuildings 2,404 2,404 - - 2,404 - 2,404 - - - - -
FRS 1.106A, FRS1.106.d.ii,FRS 1.82.g,FRS 16.77.f
Foreign currency translation (82) (142) - - (142) - - - (142) - - 60
FRS 1.106A, FRS1.106.d.ii, FRS1.82.g, FRS 21.52.b
Share of other comprehensive income ofassociates 10 10 - - 10 - 10 - - - - -
FRS 1.106A, FRS1.106.d.ii, FRS1.82.h, FRS 28.39
Other comprehensive income for the year, net oftax 2,430 2,370 2,370 98 2,414 (142) 60
Total comprehensive income for the year 7,671 7,211 - 4,841 2,370 98 2,414 - (142) - - 460 FRS 1.106.a
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 22
Attributable to owners of the Company
2013Group Note
Equity,total
Equityattributableto owners of
the Company,total
Sharecapital
Retainedearnings
Otherreserves,
total
Fair valueadjustment
reserve
Assetrevaluation
reserve
Statutoryreserve
fund
Foreigncurrency
translationreserve
Employeeshareoption
reserve
Equitycomponent of
convertibleredeemablepreference
shares
Non-controllinginterests
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Contributions by and distributions to owners FRS 1.106.d.iii
Grant of equity-settled share options toemployees 35 150 150 - - 150 - - - - 150 - - FRS 102.50
Exercise of employee share options 33(a) 72 72 155 - (83) - - - - (83) - - FRS 102.50
Dividends on ordinary shares 43 (1,582) (1,582) - (1,582) - - - - - - - - FRS 1.106.d.iii
Equity component of redeemable preferenceshares 80 80 - - 80 - - - - - 80 - FRS 32.28
Total transactions with owners in their capacityas owners (1,280) (1,280) 155 (1,582) 147 - - - - 67 80 - FRS 1.106.d.iii
Others
Expiry of employee share options - - - 18 (18) - - - - (18) - - FRS 102.50
Transfer to statutory reserve fund - - - (127) 127 - - 127 - - - - FRS 1.106.d.iii
Total others - - - (109) 109 - - 127 - (18) - -
Closing balance at 31 December 2013 68,849 66,949 9,665 51,627 5,657 426 4,414 740 (344) 341 80 1,900
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 23
2014Company Note Equity, total Share capital Treasury shares Retained earnings Other reserves,total Employee shareoption reserve
Gain or loss onreissuance of
treasury shares
Equity componentof convertibleredeemable
preference shares
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Opening balance at 1 January 2014 24,395 9,665 - 14,309 421 341 - 80
Profit for the year, representing total comprehensive income forthe year 3,974 - - 3,974 - - - -
FRS 1.106.d.i ,FRS1.106.a
Contributions by and distributions to owners FRS 1.106.d.iii
Shares issued for acquisition of a subsidiary 33(a) 1,475 1,475 - - - - - - FRS 1.106.d.iii
Share issuance expense 33(a) (50) (50) - - - - - - FRS 32.39
Grant of equity-settled share options to employees 35 245 - - - 245 245 - - FRS 102.50
Expiry of employee share options - - - 30 (30) (30) - - FRS 102.50
Purchase of treasury shares 33(b) (254) - (254) - - - - - FRS 32.33
Treasury shares reissued pursuant to employee share option plans 81 - 95 - (14) (79) 65 - FRS 102.50, FRS 32.33
Dividends on ordinary shares 43 (1,613) - - (1,613) - - - - FRS 1.106.d.iii
Total transactions with owners in their capacity as owners (116) 1,425 (159) (1,583) 201 136 65 - FRS 1.106.d.iii
Closing balance at 31 December 2014 28,253 11,090 (159) 16,700 622 477 65 80
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 24
2013Company Note Equity, total Share capital Treasury shares Retained earnings Other reserves,total Employee shareoption reserve
Gain or loss onreissuance of
treasury shares
Equity componentof convertibleredeemable
preference shares
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Opening balance at 1 January 2013 23,226 9,510 - 13,424 292 292 - -
Profit for the year, representing total comprehensive income forthe year 2,449 - - 2,449 - - - -
FRS 1.106.d.i , FRS1.106.a
Contributions by and distributions to owners FRS 1.106.d.iii
Grant of equity-settled share options to employees 35 150 - - - 150 150 - - FRS 102.50
Exercise of employee share options 33(a) 72 155 - - (83) (83) - - FRS 102.50
Expiry of employee share options - - - 18 (18) (18) - - FRS 102.50
Equity component of redeemable preference shares 80 - - - 80 - - 80 FRS 32.28
Dividends on ordinary shares 43 (1,582) - - (1,582) - - - - FRS 1.106.d.iii
Total transactions with owners in their capacity as owners (1,280) 155 - (1,564) 129 49 - 80 FRS 1.106.d.iii
Closing balance at 31 December 2013 24,395 9,665 - 14,309 421 341 - 80
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Statements of changes in equityFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 25
Commentary:
Analysis of other comprehensive income for each component of equity in the statement of changes inequity
FRS 1 Presentation of Financial Statements requires an analysis of other comprehensive income foreach component of equity to be presented either in the statement of changes in equity or in the notesto the financial statements.
In this illustration, the Group has chosen to present an analysis of other comprehensive income foreach component of equity in the statement of changes in equity.
Statement of changes in equity for the company
Presentation of the statement of changes in equity for the Company when consolidated financialstatements are presented is optional. Information relating to the equity items presented in theCompanys balance sheet may be presented in the notes to the financial statements instead.
FRS 1.106.d.iiFRS 1.106A
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated cash flow statement For the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 26
Consolidated cash flow statement2014 2013
(Restated)
Note $'000 $'000 FRS 7.18.b
Operating activities
Profit before tax from continuing operations 7,057 7,116
Loss before tax from discontinued operation 11 (551) (193)
Profit before tax, total 6,506 6,923
Adjustments for: FRS 7.20.b and c
Amortisation of deferred capital grant 29 (239) (180)
Amortisation of intangible assets 15 220 252
Amortisation of land use rights 16 132 130
Depreciation of property, plant and equipment 13 3,043 2,838
Grant of equity-settled share options to employees 35 245 150
Net fair value gains on investment properties 14 (489) (129)
Net fair value gains on held for trading investment securities 6 (135) (95)
Net fair value gains on derivatives 6 (43) (56)
Net fair value gains on available-for-sale financial assets (transferred fromequity on disposal of investment securities) 6 (120) (15)
Net gain on remeasuring previously held equity interest in associates to fairvalue on business combination 140 -
Fair value adjustment of contingent consideration for a businesscombination 17 235
Impairment loss on property, plant and equipment 13 500
Impairment loss on intangible assets 15 200
Impairment loss on investment securities 22 198 210
Impairment loss on trade receivables 135 115
Net loss/(gain) on disposal of property, plant and equipment 76 (120)
Finance costs 1,715 1,512
Dividend income from investment securities (526) (406)
Interest income (430) (327)
Loss recognised on re-measurement to fair value less costs to sell 11 450
Provisions (144) 105
Share of results of joint venture (151) (128)
Share of results of associates (657) (328)
Unrealised exchange (gain)/loss (240) 120 FRS 7.28
Total adjustments 4,115 3,648
Operating cash flows before changes in working capital 10,621 10,571
Changes in working capital FRS 7.20.a
Increase in development property (250) (200)
Increase in gross amount due from customers for contract work-in-progress (253) (331)
Decrease in gross amount due to customers for contract work-in-progress (228) (356)
Decrease/(increase) in inventories 942 (1,575)
Decrease in trade and other receivables 2,245 904
Decrease in prepaid operating expenses 128 62
Decrease in trade and other payables (1,562) (1,864)
Increase/(decrease) in other liabilities 630 (496)
Total changes in working capital 1,662 (3,856)
Cash flows from operations 12,283 6,715
Interest received 430 327 FRS 7.31
Interest paid (1,834) (1,550) FRS 7.31
Income taxes paid (5,682) (3,571) FRS 7.35
Net cash flows from operating activities 5,197 1,741 FRS 7.10
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated cash flow statement For the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 27
2014 2013(Restated)
Note $'000 $'000
Investing activities FRS 7.21
Net cash inflow on acquisition of a subsidiary 17 217 FRS 7.39
Dividend income from investment securities 526 406 FRS 7.31
Proceeds from disposal of investment securities 328 278 FRS 7.16.d
Proceeds from government grants 29 2,040 1,030 FRS 20.28
Proceeds from disposal of property, plant and equipment 6,867 1,559 FRS 7.16.b
Purchase of investment securities (2,025) (588) FRS 7.16.c
Purchase of property, plant and equipment 13 (8,640) (4,358) FRS 7.16.a
Subsequent expenditure on investment properties 14 (500) FRS 7.16.a
Additions to intangible assets 15 (200) (200) FRS 7.16.a
Net cash flows generated from/(used in) investing activities (1,387) (1,873) FRS 7.10
Financing activities FRS 7.21
Acquisition of non-controlling interests 17 (800) FRS 7.42A
Dividends paid on ordinary shares 43 (1,613) (1,582) FRS 7.31
Purchase of treasury shares 33(b) (254) FRS 7.17.b
Proceeds from re-issuance of treasury shares 33(b) 95 FRS 7.17.a
Proceeds from exercise of employee share options 72 FRS 7.17.a
Proceeds from loans and borrowings 4,259 3,000 FRS 7.17.c
Share issuance expense 17 (50)
Repayment of loans and borrowings (2,807) FRS 7.17.d
Repayment of obligations under finance leases (135) (132) FRS 7.17.e
Net cash flows (used in)/from financing activities (1,305) 1,358 FRS 7.10
Net increase in cash and cash equivalents 2,505 1,226
Effect of exchange rate changes on cash and cash equivalents (50) 35 FRS 7.28Cash and cash equivalents at 1 January 3,414 2,153 FRS 7.45
Cash and cash equivalents at 31 December 27 5,869 3,414 FRS 7.45
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated cash flow statement For the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 28
Commentary:
Presentation of consolidated cash flow statement using direct method
In this illustration, the consolidated cash flow statement is presented using indirect method wherebyprofit or loss is adjusted for the effects of non-cash transactions, deferrals, accruals and investing orfinancing cash flows. FRS 7.18 allows entities to report cash flows from operating activities usingeither the direct method or indirect method. The cash flow from operating activities prepared usingthe direct method is illustrated below:
Group
2014 2013$'000 $'000
Operating activitiesReceipts from customers XXX XXXPayments to suppliers and employees (XXX) (XXX)Cash generated from operations XXX XXXInterest paid (XXX) (XXX)Income taxes paid (XXX) (XXX)Net cash flows from/(used in) operating activities XXX (XXX)
The cash flow from financing and investing activities under the direct method are identical to thatprepared under indirect method.
Disposal of subsidiary
In this illustration, there is no disposal of subsidiary or other business units during the financial year.If there is such disposal, an entity should disclose:
(a) The total disposal consideration;(b) The portion of the disposal consideration discharged by means of cash and cash equivalents;(c) The amount of cash and cash equivalents in the subsidiary or business unit disposed of; and(d) The amount of the assets and liabilities other than cash and cash equivalents in the subsidiary or
business unit disposed of, summarised by each major category.
An investment entity, as defined in FRS 110 Consolidated Financial Statements, need not apply (c)and (d) above to an investment in subsidiary that is required to be measured at fair value throughprofit or loss.
Illustrative note disclosure:
The company disposed of XXX Limited, a wholly owned subsidiary, on 30 November 2014 at itscarrying value. The disposal consideration was fully settled in cash.
The value of assets and liabilities of XXX Limited recorded in the consolidated financialstatements as at 30 November 2014, and the cash flow effect of the disposal were:
$000Property, plant and equipment XXXTrade and other receivables XXXInventories XXXCash and cash equivalents XXX
XXXTrade and other payables (XXX)Income tax payable (XXX)
Carrying value of net assets XXX
Total consideration XXXCash and cash equivalents of the subsidiary (XXX)
Net cash inflow on disposal of a subsidiary XXX
FRS 7.18
FRS 7.App A
FRS 7.40.a-d
FRS 7.40A
FRS 7.40.b
FRS 7.40.d
FRS 7.40.c
FRS 7.40.a and bFRS 7.40.c
FRS 7.39
XYZ Holdings (Singapore) Limited and its subsidiaries
Consolidated cash flow statement For the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 29
Commentary (continued):
Contingent consideration for business combination
In this illustration, there is no payment of contingent consideration for business combination duringthe year. For illustrative disclosure of contingent consideration for business combination in the yearwhen the amount is paid and its impact on the presentation in the statement of cash flows, pleaserefer to commentary no.1 of Note 32 Other liabilities.
Foreign currency translation differences
Foreign currency translation differences that arise on translation of foreign currency cash and cashequivalents should be reported in the consolidated cash flow statement in order to reconcile openingand closing balances of cash and cash equivalents, separately from operating, financing and investingcash flows.
FRS 7.28
XYZ Holdings (Singapore) Limited and its subsidiaries
Notes to the financial statementsFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 30
1. Corporate information
XYZ Holdings (Singapore) Limited (the Company) is a limited liability companyincorporated and domiciled in Singapore and is listed on the Singapore Exchange. Theimmediate and ultimate holding company is Good Group (International) Ltd.
The registered office and principal place of business of the Company is located at Level18, One Raffles Quay, North Tower, 048583, Singapore.
The principal activity of the Company is investment holding. The principal activities of thesubsidiaries are disclosed in Note 17 to the financial statements.
Commentary:
Disclosures required by FRS 1.138
The following information may be provided in the notes to the financial statements ordisclosed elsewhere in information published with the financial statements:
- the domicile and legal form of the entity, its country of incorporation and the address ofits registered office (or principal place of business, if different from the registeredoffice);
- a description of the nature of the entitys operations and its principal activities; and
- the name of the parent and ultimate parent of the Group.
If the entity changes its name during the financial year, the change shall be disclosed.Illustrative disclosure where the entity changes its name during the financial year:
With effect from [insert effective date of change], the name of the company waschanged from [XXX] to [XXX].
Disclosures of name of the ultimate controlling party
FRS 24 requires an entity to disclose the name of the entitys parent and, if different, theultimate controlling party. The ultimate controlling party can be either an entity or a person.
2. Summary of significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group and the balance sheet andstatement of changes in equity of the Company have been prepared in accordance withSingapore Financial Reporting Standards (FRS).
The financial statements have been prepared on the historical cost basis except asdisclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (SGD or $) and all valuesin the tables are rounded to the nearest thousand ($000), except when otherwiseindicated.
FRS 1.138.a and cFRS 24.13CA 201.10
FRS 1.138.a
FRS 1.138.b
FRS 1.138
FRS 1.51.a
FRS 24.13
FRS 1.117
FRS 1.16, FRS1.51.b and FRS1.112.aSGX 1207.5.d
FRS 1.117.a
FRS 1.51.d and e
XYZ Holdings (Singapore) Limited and its subsidiaries
Notes to the financial statementsFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 31
2. Summary of significant accounting policies (continued)
2.1 Basis of preparation (continued)
Commentary:
Going concern uncertainty
When preparing financial statements, management shall make an assessment of anentitys ability to continue as a going concern. Where the effect of the judgement made inrelation to the entitys ability to continue as a going concern has significant effect on theamounts recognised in the financial statements, the judgement made should be disclosed.
Financial statements shall be prepared on a going concern basis unless managementeither intends to liquidate the entity or to cease trading, or has no realistic alternative butto do so. When management is aware, in making its assessment, of material uncertaintiesrelated to events or conditions that may cast significant doubt upon the entitys ability tocontinue as a going concern, those uncertainties shall be disclosed.
Illustrative disclosure where the ability of the company to continue as a going concern isdependent on the holding company undertaking to provide continuing financial support tothe company to enable it to continue as a going concern:
The Company incurred a net loss of $XXX (2013: $XXX) during the financial yearended 31 December 2014 and as at that date, the Companys current and totalliabilities exceeded its current and total assets by $XXX (2013: $XXX) and $XXX(2013: $XXX) respectively. These factors indicate the existence of a materialuncertainty which may cast significant doubt about the Companys ability to continueas a going concern. The ability of the Company to continue as a going concerndepends on the holding company undertaking to provide continuing financial supportto enable the Company to continue as a going concern.
If the Company is unable to continue in operational existence for the foreseeablefuture, the Company may be unable to discharge its liabilities in the normal course ofbusiness and adjustments may have to be made to reflect the situation that assetsmay need to be realised other than in the normal course of business and at amountswhich could differ significantly from the amounts at which they are currently recordedin the balance sheet. In addition, the Company may have to reclassify non-currentassets and liabilities as current assets and liabilities. No such adjustments have beenmade to these financial statements.
Functional and presentation currency
When the presentation currency is different from the functional currency of the Company,that fact shall be stated, together with disclosure of the functional currency and thereasons for using a different presentation currency.
FRS 1.25FRS 1.122
FRS 1.25
FRS 21.53
XYZ Holdings (Singapore) Limited and its subsidiaries
Notes to the financial statementsFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 32
2. Summary of significant accounting policies (continued)
2.2 Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial yearexcept in the current financial year, the Group has adopted all the new and revisedstandards which are effective for annual financial periods beginning on or after 1January 2014. The adoption of these standards did not have any effect on the financialperformance or position of the Group and the Company except as discussed below.
FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and JointVentures
The adoption of FRS 111 has resulted in the Group having to revise its method ofaccounting for its joint arrangement. Investment in jointly controlled entity had beenpreviously consolidated proportionately. Under FRS 111, this arrangement is classifiedas joint venture and is to be equity accounted.
The change in accounting policy has been applied in accordance with the transitionalprovision in FRS 111. The initial investment was measured as the aggregate of thecarrying amounts of the assets and liabilities that the Group previously proportionatelyconsolidated. The effects of adoption of FRS 111 and FRS 28 are as follows:
Impact on statement of profit or loss (increase/(decrease)) in profit:
Group
As at 31December
2013$000
Other income (214)
Administrative expenses 63
Share of profit of a joint venture 151
Net impact on profit before/after tax -
Impact on equity (increase/(decrease)) in net equity:
Group
As at 31December
2013$000
As at 1January
2013$000
Investment property (1,449) (1,411)
Investment in joint venture 1,523 1,370
Total non-current assets 74 41
Cash and cash equivalents (66) (56)
Trade and other receivables (454) (410)
Total assets (446) (425)
Loans and borrowings 240 230
Trade and other payables 206 195
Total liabilities 446 425
Net impact on equity - -
FRS 8.28.bFRS 8.28.dFRS 111.C2
XYZ Holdings (Singapore) Limited and its subsidiaries
Notes to the financial statementsFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 33
2. Summary of significant accounting policies (continued)
2.2 Changes in accounting policies (continued)
Impact on cash flows statements (increase/(decrease)) in cash flows:
Group
As at 31December
2013$000
Operating (10)
Investing -
Financing 20
Net increase in cash and cash equivalents 10
Commentary:
Alternative simplified disclosures
Following are illustrative disclosure when management concluded that the adoption of newFRSs and INT FRSs does not have any impact on the financial statements.
The accounting policies adopted are consistent with those of the previous financial yearexcept in the current financial year, the Group has adopted all the new and revisedstandards which are effective for annual financial periods beginning on or after 1January 2014. The adoption of these standards did not have any effect on the financialstatements.
FRSs effective for annual period beginning on or after 1 January 2014The following FRS and INT FRS are effective for the annual period beginning on or after 1January 2014:
FRS 27 Separate Financial Statements FRS 28 Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities Amendments to FRS 32 Offsetting of Financial Assets and Financial Liabilities Amendments to FRS 36 Recoverable Amount Disclosure for Non-financial Assets Amendments to FRS 39 Novation of Derivatives and Continuation of Hedge
Accounting INT FRS 121 Levies FRS 114 Regulatory Deferral Accounts
XYZ Holdings (Singapore) Limited and its subsidiaries
Notes to the financial statementsFor the financial year ended 31 December 2014
XYZ Holdings (Singapore) Limited | 34
2. Summary of significant accounting policies (continued)
2.2 Changes in accounting policies (continued)
Commentary (continued):
FRS 8.28.f requires disclosure of effect of application of a new standard or amendmentfor the current period and each prior period presented to the extent practicable. FRS110.C2A and FRS 111.C1B partly relaxes this requirement. It is stated that an entity mayonly present the quantitative information required under FRS 8.28.f for the annual p