(MORT) Mortice
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| 29-11-11 | RNS |
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RNS Number : 9108S Mortice Limited 29 November 2011
29 November 2011 Mortice Limited ("Mortice" or the "Company")
Interim Results Mortice (AIM:MORT), the Singapore headquartered, AIM listed security and facility management company with operations in India through its fully owned subsidiary Tenon , today announces its interim results for six months ended 30 September 2011.
Significant highlights
· Healthy interim profit for the second successive year · Revenue growth of 37% · Business grown at 36% in the guarding segment · Facilities Management (FM) business grown at 40 % · Delivered strong broad based performance, with profit before taxation of US$1.10 million up by 78% (H1 2010/11: US$ 0.45 Million) · PAT of US$0.75 million up by 98% (H1 2010/11: US$ 0.27 Million) · Better profitablity (PAT) in local currency of operations (Indian Rupees)
In Local Currency of Operations the PAT of the Group is INR 33.8 Million which is greater than projected PAT (in INR). The loss of comprehensive income, net of tax of USD 0.71 Million, is due to weakening of local currency of operations against USD .
The Directors believe this growth in revenues and profitability is in line with management expectations.
Statement by the Executive Chairman, Mr. Manjit Rajain These excellent results are in line with our expectations and we are happy to announce our second successive interim of healthy profits. We have controlled our costs and have been able to achieve very good business growth in both guarding and Integrated facility management services despite tough market conditions. We have managed to increase our support base within our clients. This has been achieved with excellent service delivery by a committed and highly dedicated team of professionals. Our people are our biggest assets who have through their commitment demonstrated delivery of a high level of services.
We believe that our business model of integrated facility management services through self-delivery creates a platform enabling the Company to be competitive and innovative in the market. This makes us a preferred partner of choice to our clients.
Mortice is growing and winning market share in both guarding and integrated facility management segments. We will continue to focus on growth through qualitative delivery of services and innovative ideas and continue to enhance margins and increase market share. We will also maintain our commitment to conduct our business ethically and maintain the highest levels of integrity. We are committed to our shareholders to create value for them.
Extracts from the unaudited financial statements are attached below and the full version of the unaudited financial statements will be available on the Company's website www.morticegroup.com.
For further information please contact:
Mortice Limited and its subsidiaries Unaudited condensed consolidated statements of financial position(All amounts in United States Dollars, unless otherwise stated)
Unaudited condensed consolidated statement of comprehensive income(All amounts in United States Dollars, unless otherwise stated)
Unaudited condensed consolidated statement of changes in equity
(The annexed notes form an integral part of and should be read in conjunction with these financial statements)
Unaudited condensed consolidated statements of cash flows(All amounts in United States Dollars, unless otherwise stated)
Notes to unaudited condensed consolidated interim financial statements(All amounts in United States Dollars, unless otherwise stated)
1. INTRODUCTION
Mortice Limited ('the Company' or 'Mortice') was incorporated on 9 January 2008 as a public limited Company in the Republic of Singapore. The Company's registered office is situated at 36 Robinson Road, #17-01 City House, Singapore 068877.
The Company was listed on the Alternative Investment Market (AIM) of the London Stock Exchange on 15 May 2008. The Company along with its subsidiaries (hereinafter, together referred to as 'the Group') are engaged in providing guarding services, facilities management services, mechanical and engineering maintenance services and sale of safety equipment and their installation. The Group's operations are spread across India. The various entities comprising the Group have been defined.
These unaudited condensed consolidated financial statements were approved by the Board on ___________.
The immediate and ultimate holding company is Mancom Holdings Limited, a company incorporated in British Virgin Islands.
2. BASIS OF PREPARATION
These condensed consolidated interim financial statements are for the six months ended 30 September 2011 have been prepared in accordance with IAS 34 Interim Financial Reporting as developed and published by the International Accounting Standards Board ('IASB'), on a going concern basis. They do not include all of the information required in annual financial statements in accordance with IFRS, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2011.
The functional currency of the entities within the Group (other than the Company) is Indian Rupees ('INR'). The Company has a functional currency of United States Dollars ('USD'). The group's management has chosen to present the consolidated financial information in USD, the functional currency of the Company.
All inter-company transactions and balances are eliminated on consolidation and the unaudited condensed consolidated interim financial statements reflect external transactions only. The accounting periods of the subsidiaries are coterminous with that of the Company.
Previous period's amounts have been regrouped/ reclassified, wherever considered necessary to make them comparable with those of the current period.
Notes to unaudited condensed consolidated interim financial statements (contd.)
3. SIGNIFICANT ACCOUNTING POLICIES
The interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's last annual financial statements for the year ended 31 March 2011. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these interim financial statements
4. ESTIMATES
When preparing the interim financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.
The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty were the same as those applied in the Group's last annual financial statements for the year ended 31 March 2011.
5. SEGMENT ANALYSES
The Group has reported segment results based on internal management reporting information that is regularly reviewed by the Group's Chief Executive Officer and Chairman. Chief Executive Officer and Chairman have concluded that the operating segment disclosure should be based on service offered by Group.
The reportable segments identified by the group are: guarding services and facility management services. The revenue and profit generated by each of Group's business segments are summarized as follows:
Notes to unaudited condensed consolidated interim financial statements (contd.) Reconciliation on reportable segments profit to group profit is summarised as under:
6. EARNINGS PER SHARE
Both basic and diluted earnings per share have been calculated using the profit or loss attributable to shareholders of Mortice Limited as the numerator.
Calculation of basic and diluted profit per share is as follows:
Notes to unaudited condensed consolidated interim financial statements (contd.)7. RELATED PARTY TRANSACTIONS
Related parties include subsidiaries, key management and entities in which the key management has interest or control.
Significant related party transactions are as follows:
Transaction with key management:
The outstanding balance payable to related parties under the category of key management as at 30 September 2011 and 30 September 2010 are USD 24,748 and USD 29,335 respectively.
In addition to the above, the key management personnel participate in the gratuity plan of the Group.
Entities over which key management are able to exercise control
Name of related parties over which key management are able to exercise control
1. Peregrine Services Private Limited 2. Mircro Azure Computers Private Limited 3. Peregrine Protection Services Private Limited
Notes to unaudited condensed consolidated interim financial statements (contd.) 8. COMMITMENTS
Operating lease commitments (non-cancelable)
At the financial position date, the Group and the Company were committed to making the following rental payments in respect of non-cancelable operating leases of office premises with an original term of more than one year:
9. PROPERTY, PLANT AND EQUIPMENT
The acquisitions of property, plant and equipment, for the six months ended 30 September 2011 are USD 277,444 (six months ended 30 September 2010 : USD 394,815 and for the twelve months ended 31 March 2011 are USD 700,543).
10. COMPARATIVE FIGURES
a. The statement of comprehensive income for the six months ended 30 September 2010 has been reclassified due to reclassification of certain figures. The reclassified items pertain to expenses related to senior management staff who are engaged in managing the operations of the Group, which were earlier included under 'Other operating costs' and have now been reclassified to 'Staff and related costs'. Details of these reclassifications are summarized below -
Notes to unaudited condensed consolidated interim financial statements (contd.) b. The statement of cash flows for the six months ended 30 September 2010 has been reclassified due to reclassification of certain figures. The reclassified items pertains to restricted cash (pledge fixed deposits) related to deposits that have been made for earning interest and pledged with other parties to meet contractual obligations. These deposits were earlier included 'Cash flow from financing activities' and have now been reclassified under 'Cash flow from investing activities'. Details of these reclassifications are summarized below -
This information is provided by RNS The company news service from the London Stock Exchange More |
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| 21-11-11 | RNS |
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RNS Number : 4622S Mortice Limited 21 November 2011 21 November 2011 Mortice Limited ("Mortice" or the "Company")
Directorate Change
Mortice (AIM:MORT), the Singapore Headquartered, AIM listed security and facility management company with operations in India through its fully owned subsidiary Tenon , today announced that Mr. Vaibhav Dayal, has resigned from the Board of the Company to pursue other business interests.Mr. Dayal has also resigned as Group CEO of Tenon.
The Board of Directors wish him well in his future endevours.
For further information please contact:
Notes to Editors
Mortice Ltd (AIM:MORT), the Singapore Headquartered, AIM listed security and facility management company with operations in India through its fully owned subsidiary, Tenon Property Services Pvt. Ltd. (Tenon) which in turn is the holding company of Peregrine Guarding Pvt. Ltd. (Peregrine) and Rotopower Projects Pvt. Ltd. (Roto).
Tenon Property Services Pvt. Ltd. acquired Rotopower Projects Private Limited, an Indian Facilities Management company based in Delhi, in June 2009.
Peregrine has been providing security services for 16 years, establishing a client base and developing a strong pan-India presence providing manned guarding and security solutions.
Peregrine, through over 50 offices, has presence in all Indian states/union territories and has clients in a range of sectors including ITES, manufacturing, pharmaceutical, hospitality, banking and healthcare.
Tenon and Rotopower, together, constitute the facilities management service offering of Mortice. Tenon, the facilities management arm of Mortice, was established to provide superior quality facilities management services. Tenon today operates in 19 Indian states and serves clients with a comprehensive and sophisticated service offering.
Rotopower was established 15 years back and today serves clients in all the states/union territories in India. It provides a range of facilities management services that include mechanical and electrical maintenance services, annual maintenance contracts and housekeeping services to a wide range of customers. Rotopower also provides services to telecom tower companies for the maintenance and running of electrical equipment.
This information is provided by RNS The company news service from the London Stock Exchange More |
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| 23-08-11 | RNS |
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RNS Number : 8653M Mortice Limited 23 August 2011 Mortice Limited
Notice of Annual General Meeting
Mortice Limited (AIM:MORT, the "Company") announces that it has posted to its shareholders the notice of the Annual General Meeting ("AGM") of the Company, which will be held at 36 Robinson Road #17-01 City House, Singapore 068877 on Friday, 9 September 2011 at 3.00 p.m for the following purposes:
TO TRANSACT THE FOLLOWING ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and the Audited Accounts of the Company for the (Resolution 1)
2. To re-elect Dr Keith Hellawellretiring pursuant to Article 79 of the Company's Articles of
3. To re-elect Mr Vaibhav Dayalretiring pursuant to Article 83 of the Company's Articles of Association. (Resolution 3)
4. To approve the payment of Directors' fees and remuneration of US$485,068 for the financial year
5. To re-appoint Messrs Foo Kon Tan Grant Thorntonas the Company's Auditors and to authorise the
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
TO TRANSACT THE FOLLOWING SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without any modifications:
6. Share Issue Mandate
That pursuant to Section 161 of the Companies Act (Cap. 50), and subject to the provisions of the Articles of Association of the Company, the Directors be and are hereby authorised to issue shares of the Company from time to time as they think fit provided that in respect of any issue of shares otherwise than pro-rata to the existing members of the Company this authority be limited to 20 per cent of the Company's issued share capital as at this date for cash or shares.
This authority shall continue to be in force until:
a) revoked by a subsequent general meeting of the Company; b) the conclusion of the next Annual General Meeting of the Company; or c) the expiry of the period within which the next Annual General Meeting of the Company is required by law to be held,
whichever is the earliest. (Resolution 6)
Annual Report and Accounts
The Company also announces that the Annual Report and Accounts for the year ended 31 March 2011 have been posted to shareholders.
A copy of the notice of AGM and the Annual Report will also be available on the Company's website www.morticegroup.com
For further information please contact:
This information is provided by RNS The company news service from the London Stock Exchange More |
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| 08-08-11 | RNS |
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RNS Number : 8807L Mortice Limited 08 August 2011 08 August 2011 Mortice Limited FINAL RESULTS
Mortice Limited (AIM:MORT, "Mortice" or the "Company"), the AIM listed Security and Facilities Management company with India focused operations, today announces its final results for the year ended 31 March 2011.
Operational highlights:
· Revenue grew by 52% per cent · The group has turned profitable compared to the loss posted in previous years
· Profit before Tax is US$1.28 million against loss of US$ (0.71 ) million in FY 09-10
Commenting on the results, Manjit Rajain, Executive Chairman of Mortice Limited said:
The past year has been a truly momentous one for my company. Not only have we grown significantly at 52%, we have also turned profitable. We believe that we have improved our leadership in the Indian market and created a strong platform for continued growth.
The Gross Domestic Product (GDP) in India grew by 7.80 percent in the first quarter of 2011 year on year (YoY). From 2004 until 2010, India's average quarterly GDP Growth was 8.40 percent reaching an historical high of 10.10 percent in September of 2006. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Services are the major source of economic growth, accounting for more than half of India's output with less than one third of its labour force. With this growth in the Indian economy, the directors of the Company believe services demand is likely to increase and that Mortice is very well positioned to leverage on this growth.' (Source :www.rbi.org.in)
Extracts from the audited financial statements are attached below and the full version of the audited financial statements will be available on the Company website www.morticegroup.com. The Annual Report for the year ended 31 March 2011 will be posted to shareholders and made available on the company website in due course.
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Statement by the Executive Chairman, Mr. Manjit Rajain
In a year that had considerable competitive activity, your Company performed with great resolve and forbearance. Our resilience, coupled with smart strategies and strong execution ability across business units, saw us meet and exceed many milestones which includes turning our Company profitable, as compared to running in loss last year, and also breaking even.
Major reasons for our growth over the financial year have been our concentrated approach for client's satisfaction, determined operations, relationship with our customers and development of our employees. The directors believe that we will be able to further fortify our business in the Facilities Management and Guarding industries and benefit from the sheer presence in all states of India and volume of our operations. We are positive about our future growth and expansion because of following reasons:
· We can use our strong base of customers, where we have long and loyal relations, to cross sell our Group' services · All India presence in all states of India gives us advantage to become preferred service provider with clients who have multi state presence · Considering that our Facility Management business generated US$ 12.4 million of revenue, now we are recognized as "Integrated Facility Management Service Provider".
At Mortice, we are dedicated to the pursuit of growth and excellence in our people, as they are the major asset for a Facilities Management and Guarding service provider. We will continue to evolve our people management practices to make Mortice a preferred workplace.
Our ability to give integrated and practical solutions to our clients in our chosen areas of business is well appreciated by the market and gets us their continued support and co-operation, leading to the growth of our business.
Peregrine, the Company's security services subsidiary, has now been operating for 16 years in the security industry in India. Today, the directors believe that the Company is one of the largest security providers in India. We are confident that we will be able to maintain and enhance this position through our successful client relationships and repeat business contracts.
The Group acquired Rotopower Projects Pvt Ltd in June 2009 and it has now been successfully integrated within Tenon. The Directors are satisfied with the way Rotopower revenue has grown by 84% percent over previous year on a consolidated basis. After adjusting the performance for the twelve month period for the FY 0910 the growth stands at 42 %. Tenon, the Company's facilities management arm has continued to provide high level services to its customers across India, including remote locations, and this has resulted in revenue growth of 83% in current year. Statements of financial position as at 31 March 2011
Consolidated statement of comprehensive income for the financial year ended 31 March 2011
Consolidated statement of changes in equity for the financial year ended 31 March 2011
Consolidated statement of cash flows for the financial year ended 31 March 2011
Notes to the financial statements for the financial year ended 31 March 2011
1 Introduction
Mortice Limited ('the Company' or 'Mortice') was incorporated on 9 January 2008 as a public limited company in Singapore. The Company's registered office is situated at 36 Robinson Road #17-01, City House, Singapore 068877.
The Company was listed on the Alternative Investment Market (AIM) of the London Stock Exchange on 15 May 2008. The Company together with its subsidiaries (hereinafter, together referred to as 'the Group') is engaged in providing services such as guarding services, facilities management services, mechanical and engineering maintenance services, installation of safety equipment and sale of such equipment. The Group's operations are spread across India. The various entities comprising the Group have been defined below.
Details of the business combination for the year 31 March 2010 have been specified in Note 3.
These audited consolidated financial statements were approved by the Board of Directors on 1 August 2011.
The immediate and ultimate holding company is Mancom Holdings Limited, a company incorporated in British Virgin Islands.
2 Basis of preparation
The consolidated financial statements of the Group and that of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). In addition to the presentation requirements prescribed under IFRS, the consolidated financial statements also includes information on the standalone statement of financial position of the Company as required under by the Singapore Companies Act, Cap. 50 in order for the financial statements show a true and fair view. 2.1 Significant accounting estimates and judgements
In the preparation of the financial statements management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.
The critical accounting estimates and assumptions used and areas involving a high degree of judgement are described below:
(a) Depreciation of plant and equipment
The cost of property, plant and equipment is depreciated on a straight line basis over their useful lives. At the end of each reporting period, judgement is used to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Changes in the expected level of usage and technological developments could impact the economic lives and residual value of these assets, therefore depreciation charges could be revised. When considering impairment indicators, the Group considers both internal and external sources. These carrying amounts of the assets are included in note 6.
(b) Valuation of Assets and Liabilities in a Purchase Price Allocation "PPA"
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position at their fair values. In measuring fair value, management uses estimates about future cash flows and discount rates. However, the actual results may vary.
(c) Impairment of investment in subsidiaries and goodwill and intangibles
Determining whether investment in subsidiaries and goodwill is impaired requires an estimation of the value-in-use of that investment. The value-in-use calculation requires the Group to estimate the future cash flows expected from the cash-generating units and an appropriate discount rate in order to calculate the present value of the future cash flows. Management has evaluated the recoverability of the investment based on such estimates. Please refer note 4 for assumptions.
(d) Income tax
Significant judgement is required in determining the capital allowances and deductibility of certain expenses during the estimation of the provision for income tax. There are also claims for which the ultimate tax determination is uncertain during the ordinary course of business. The Group and the Company recognise liabilities for expected tax issues based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
The Group's income tax expense is based on the income and statutory tax rate imposed in the tax jurisdictions in which the subsidiaries conduct operations.
(e) Valuation of gratuity benefits and compensated absences
Management estimates the defined benefit liability and liabilities for compensated absences annually through valuations by an independent actuary. However, the actual outcome may vary due to estimation uncertainties. The estimate of its defined benefit liability and liability in respect of accumulating compensated absences as at 31 March 2011of US$ 494,790 (2010: US$ 321,234) is based on standard rates of inflation and mortality. It also takes into account the Group's specific anticipation of future salary increases. Discount factors are determined close to each year-end by reference to high quality corporate/government bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability. Estimation uncertainties exist with regard to anticipation of future salary increases which may vary significantly in future appraisals of the Group's defined benefit obligations (refer note 15 for details on actuarial assumptions used to estimate the group's defined benefit obligations).
(f) Deferred tax on losses
The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the Group's latest approved budgets, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in India and Singapore, in which, the Group operate are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.
(h) Impairment of bad and doubtful debts
The Group and the Company make allowances for bad and doubtful debts based on an assessment of the recoverability of trade and other receivables. Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible. The identification of bad and doubtful debts requires the use of judgement and estimates. Where the expected outcome is different from the original estimate, such difference will impact the carrying value of trade and other receivables and doubtful debts expenses in the year in which such estimate has been changed.
(i) Allowance for inventory obsolescence
Inventories are stated at the lower of cost and net realisable value. In determining the net realisable value, the directors estimate the future selling price in the ordinary course of business, less the estimated costs of selling expenses. The carrying amounts of inventories at the end of the reporting date are disclosed in Note 10 to the financial statements. 2.2 Changes in accounting policies
Overall considerations The Group has adopted the following revisions and amendments to IFRS issued by the International Accounting Standards Board, which are relevant to and effective for the Group's financial statements for the annual period beginning 1 April 2010: • IFRS 3 Business Combinations (Revised 2008) • IAS 27 Consolidated and Separate Financial Statements (Revised 2008) • Improvements to IFRSs 2009
Significant effects on current, prior or future periods arising from the first-time application of these new requirements in respect of presentation, recognition and measurement are described below. An overview of standards, amendments and interpretations to IFRSs issued but not yet effective is given in note 2.3. Adoption of IFRS 3 Business Combinations (Revised 2008) The revised standard on business combinations (IFRS 3R) introduced major changes to the accounting requirements for business combinations. It retains the major features of the purchase method of accounting, now referred to as the acquisition method. The most significant changes in IFRS 3R that had an impact on the Group's are as follows: • acquisition-related costs of the combination are recorded as an expense in the profit or loss. Previously, these costs would have been accounted for as part of the cost of the acquisition
• any contingent consideration is measured at fair value at the acquisition date. If the contingent consideration arrangement gives rise to a financial liability, any subsequent changes are generally recognised in profit or loss. Previously, contingent consideration was recognised only once its payment was probable and changes were recognised as an adjustment to goodwill
• the measurement of assets acquired and liabilities assumed at their acquisition-date fair values is retained. However, IFRS 3R includes certain exceptions and provides specific measurement rules.
IFRS 3R has been applied prospectively to business combinations for which the acquisition date is on or after 1 April 2010. For the year ended 31 March 2011, the adoption of IFRS 3R has not affected the accounting for the Group as there was no acquisition taken place during the year.
Business combinations for which the acquisition date is before 1 April 2010 have not been restated. Adoption of IAS 27 Consolidated and Separate Financial Statements (Revised 2008) The adoption of IFRS 3R requires that the revised IAS 27 (IAS 27R) is adopted at the same time. IAS 27R introduced changes to the accounting requirements for transactions with non-controlling (formerly called 'minority') interests and the loss of control of a subsidiary. These changes are applied prospectively. During the current period, the Group had no transactions with non-controlling interests. Adoption of Improvements to IFRSs 2009 (Issued in April 2009) The Improvements to IFRSs 2009 made several minor amendments to IFRSs. The adoption of these improvements did not result in substantial changes to the Group's accounting policies nor significant impact on these financial statements. 2.3 Standards issued but not yet effective
Summarised in the paragraphs below are standards, interpretations or amendments that have been issued till the date of approval of these consolidated financial statements and will be applicable for transactions in the Group but are not yet effective. These have not been adopted early by the Group and accordingly have not been considered in the preparation of the consolidated financial statements of the Group.
Management anticipates that all of these pronouncements will be adopted by the Group in the first accounting period beginning after the effective date of each of the pronouncements. Based on the Group's current business model and accounting policies, management does not expect material changes to the recognition and measurement principles on the Group's consolidated financial statements when these Standards/Interpretations become effective. Information on the new standards, amendments and interpretations that are expected to be relevant to the Group's consolidated financial statements is provided below.
IFRS 9 Financial Instruments (Issued November 2009) (Effective from 1 January 2013) The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety by the end of 2010, with the replacement standard to be effective for annual periods beginning 1 January 2013. IFRS 9 is the first part of Phase 1 of this project.
The main phases are: Phase 1: Classification and Measurement Phase 2: Impairment methodology Phase 3: Hedge accounting
In addition, a separate project is dealing with de-recognition. Management has yet to assess the impact that this amendment is likely to have on the financial statements of the Group. However, they do not expect to implement the amendments until all chapters of the IAS 39 replacement have been published and they can comprehensively assess the impact of all changes.
Amendment (issued 28 October 2010) (Effective from 1 January 2013) In October 2010, the IASB amended IFRS 9 to incorporate requirements for classifying and measuring financial liabilities and derecognising financial assets and financial liabilities. Most of IAS 39's requirements have been carried forward unchanged to IFRS 9. Changes have however been made to address issues related to own credit risk where an entity takes the option to measure financial liabilities at fair value.
IAS 24 Related party disclosure (Issued November 2009) (Effective from 1 January 2011) The IASB published revised version of IAS 24 to provide exemption from IAS 24's disclosures for transactions with a) a government that has control, joint control or significant influence over the reporting entity and b) 'government-related entities' (entities controlled, jointly controlled or significantly influenced by that same government). The revised version also amended the definition of related party to remove inconsistencies and depict the intended meaning.
Though the standard is applicable to the Group, the amendments from the previous version would not have any impact on the consolidated financial statements.
IFRS 7 Disclosures - Transfers of Financial Assets (issued 7 October 2010) (Effective from 1 July 2011) The fair value hierarchy is intended to indicate the 'observability' of companies' financial instrument fair values and consists of the following three levels: a. quoted prices (unadjusted) in active markets for identical assets or liabilities b. inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) c. inputs for the asset or liability that are not based on observable market data (unobservable inputs). The amendments to IFRS 7 are intended to explain more clearly how entities determine the fair value of their financial instruments and improve the disclosure of liquidity risk.
IFRS 10 Consolidated financial statements (Issued May 2011) (Effective from 1 January 2013) IFRS 10 introduces a revised definition of control together with accompanying guidance on how to apply it. In contrast to IAS 27 and SIC-12, which resulted in different criteria for determining control being applied to special purpose vehicles, IFRS 10's requirements will apply to all types of potential subsidiaries.
Though the standard is applicable to the Group, the management is yet to assess the impact of the new standard on the consolidated financial statements.
IFRS 11 Joint Arrangements (Issued May 2011) (Effective from 1 January 2013) IFRS 11 supersedes IAS 31 'Interest in Joint Ventures'. The new standard eliminates the option of using proportionate consolidation for joint ventures and IAS 31's 'jointly controlled operations' and 'jointly controlled assets' categories. Most of the arrangements that would have been classified under those categories will fall into newly defined category 'joint operation'.
IFRS 12 Disclosure of Interests in Other Entities (Issued May 2011) (Effective from 1 January 2013) The new standard integrates and makes consistent the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. The new standard is intended to provide transparency about the risks to which a reporting entity is exposed from its involvement with structured entities.
IFRS 13 Fair Value Measurement (Issued May 2011) (Effective from 1 January 2013) The new IFRS does not affect which items are required to be 'fair-valued', but specifies how an entity should measure fair value and disclose fair value information. IFRS 13 has been developed to remedy this problem, by establishing a single source of guidance for all fair value measurements, clarifying the definition of fair value and related guidance and enhancing disclosures about fair value measurements (new disclosures increase transparency about fair value measurements, including the valuation techniques and inputs used to measure fair value).
Improvements to International Financial Reporting Standards 2010 were issued in May 2010. The effective dates vary standard by standard, but most are effective 1 January 2011
IAS 27(Revised) Separate Financial Statements (Issued May 2011) (Effective from 1 January 2013) The new standard is consequential charges arising from publication of the new IFRSs. The IAS 27 will now solely address separate financial statements, requirement for which are substantially unchanged.
Amendments to IAS 19 Employee benefits (Issued June 2011) (Effective from 1 January 2013) The IASB has issued an amended version of IAS 19 'Employee Benefits' which changes the way defined benefit plans are accounted for. The amendments that have been made are intended to improve the recognition, presentation and disclosure of defined benefit plans however.
Though the amendment is applicable to the Group, the management is yet to assess the impact of the new standard on the consolidated financial statements.
2.4 Summary of significant accounting policies
Overall considerations The financial accounting policies that have been used in the preparation of these consolidated financial statements are summarised below. The consolidated financial statements have been prepared on a going concern basis. The measurement bases are described in the accounting policies below.
Basis of consolidation The Group financial statements consolidate those of the parent company and all of its subsidiary undertakings drawn up to 31 March 2011. Subsidiaries are all entities over which the Group has the power to control the financial and operating policies. The Group obtains and exercises control through more than half of the voting rights. All subsidiaries have a reporting date of 31 March. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. Business combinationsFor business combinations occurring since 1 April 2010, the requirements of IFRS 3R have been applied (see note 2.2). The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.
Prior to 1 April 2010, business combinations were accounted under the previous version of IFRS 3 (see note 2.2 for the summary of the significant changes). Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities.
In the Company's separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses.
Goodwill Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Transaction with non-controlling interestsNon-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the parent, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the parent.
Changes in the parent owners' ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent Foreign currency translationThe functional currency of the entities within the Group (other than the Company) is Indian Rupees (INR). The Company has a functional currency of United States Dollars ('USD'). Management has chosen to present the consolidated financial information in USD, the functional currency of the Company.
A currency other than the functional currency of entities within the Group is a foreign currency. Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at year-end exchange rates are recognised in profit or loss. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated).
Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
In the Group's consolidated financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than USD (the Group's presentation currency) are translated into USD upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into USD at the closing rate at the reporting date. Income and expenses in each statement presenting profit or loss and other comprehensive income are translated into the Group's presentation currency at the average rate over the reporting period. Exchange differences are recognised in the "Exchange translation reserve" in equity.
Other intangible assets The Group's other intangible assets include externally acquired customer relationships and brand as part of the business combination further described in Note 5.
Customer relationships The customer relationships have been acquired as part of a business combination and thus have been recognised at the fair value at the date of acquisition.
These relationships have been amortised on a straight line basis over five years, which is considered as the useful life of the asset.
Brand The brand was acquired as part of the business combination and thus has been recognised at the fair value at the date of acquisition.
Management considers the life of the brand to be indefinite. The brand will not be amortised until its useful life is determined to be finite. It would be tested for impairment annually and whenever there is an indication that it may be impaired.
Plant and equipment and depreciationPlant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the profit or loss.
Subsequent expenditure relating to plant and equipment that have been recognised is added to the carrying amount of the asset when it is probable that 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.
Plant and equipment and depreciation (cont'd)Depreciation is computed utilising the straight-line method to write off the cost of these assets over their estimated useful lives.
The cost of leasehold improvements is charged to statement of comprehensive income on a straight line basis over the period of lease or three years, being the useful life of leasehold improvements, whichever is shorter.
Construction-in-progress is not depreciated until the assets are completed and ready for intended use.
For acquisitions and disposals during the financial year, depreciation is provided from the day of acquisition to the day before disposal respectively. Depreciation methods, useful lives and residual values are reviewed at end of each reporting date and changes, if any, are accounted for prospectively.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.
Fully depreciated plant and equipment are retained in the books of accounts until they are no longer in use.
The carrying amounts of plant and equipment are reviewed yearly in order to assess whether their carrying amounts need to be written down to recoverable amounts. Recoverable amount is defined as the higher of value in use and net selling price.
Financial assets The Group and the Company classify its financial assets, other than hedging instruments, into "loans and receivables".
All financial assets are recognised on their trade date - the date on which the Group and the Company commit to purchase or sell the asset. Financial assets are initially recognised at fair value, plus directly attributable transaction costs except for financial assets at fair value through statement of comprehensive income, which are recognised at fair value.
Derecognition of financial instruments occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each of reporting date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.
The Group and the Company carry on its statement of financial position the following category of financial assets as at end of the reporting date.
Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group and the Company provide money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the reporting period which are classified as non-current assets.
Loans and receivables are subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. Any change in their value is recognised in profit or loss. Any reversal shall not result in a carrying amount that exceeds what the amortised cost would have been had any impairment loss not been recognised at the date the impairment is reversed. Any reversal is recognised in the profit or loss.
Receivables are provided against when objective evidence is received that the Group and the Company will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.
The Group's cash and bank balances, trade and other receivables fall into this category of financial instruments.
Long-term financial assets Restricted cash balance Restricted cash represents deposits that have been pledged with banks or created as security to meet contractual obligations towards other parties and which are not freely available for use by the Group. The restricted cash balance is accounted as financial assets under the category of loans and receivables, the recognition and measurement principles for which are explained above.
Security deposits Security deposits mentioned above are interest free and have maturity period ranging between 1 to 2 years. Since the impact of discounting is not significant such security deposits, amount paid is also considered to be equivalent to their fair value on initial measurement. The security deposits are accounted for under the category of loan and receivables.
Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes all cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. Work-in-progress represents material equipment under installation which are stated at cost. Cost includes all direct expenditure and all appropriate overheads.
Cash and cash equivalents Cash and cash equivalents comprise cash and bank balances.
Other provisions and contingent liabilities Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, 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 other finance costs.
In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognised in the statement of financial position.
Financial liabilities The Group's and the Company's financial liabilities include bank borrowings, deferred consideration, finance lease liabilities and payables.
Financial liabilities are recognised when the Group and the Company become a party to the contractual agreements of the instrument. All interest-related charges are recognised as expenses in "finance costs" in the statement of profit or loss.
Borrowings are recognised initially at fair value of proceeds received less attributable transaction costs, if any. Borrowings are subsequently stated at amortised cost which is the initial fair value less any principal repayments. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest rate method.
Borrowings which are due to be settled within 12 months after the end of reporting date are included in current liabilities in the statement of financial position even though the original terms was for a period longer than 12 months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the end of reporting date and before the financial statements are authorised for issue. Borrowings to be settled within the Group's normal operating cycle are classified as current. Other borrowings due to be settled more than 12 months after the end of reporting date are included in non-current liabilities in the statement of financial position.
Payables, which represent the consideration for goods and services received, whether or not billed to the Group and the Company, are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest rate method. Payables include trade and the other payables in the statement of financial position.
Finance lease liabilities are measured at initial value less the capital element of lease repayments (see policy on finance leases).
Leases Finance leases Where assets are financed by lease agreements that give rights approximating to ownership, the assets are capitalised as if they had been purchased outright at values equivalent to the present value of the total rental payable during the periods of the leases and the corresponding lease commitments are included under liabilities. The excess of the lease payments over the recorded lease obligations is treated as finance charges which are amortised over each lease term to give a constant effective rate of charge on the remaining balance of the obligation.
Operating leases Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.
Operating lease rentals are charged to the profit or loss on a straight-line basis over the lease term. Lease incentives, if any, are recognised as an integral part of the net consideration agreed for the use of the leased asset. Penalty payments on early termination, if any, are recognised in the profit or loss when incurred.
Income taxes Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax.
Current tax Calculation of current tax is based on tax rates applicable for the respective years in respective tax jurisdictions. Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/un-recovered at the reporting date. Current tax is payable on taxable profit, which differs from the profit or loss in the financial statements.
Deferred tax Deferred income taxes are calculated, without discounting using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases using the tax laws that have been enacted or substantively enacted by the reporting date. However, deferred tax is not provided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Tax losses available to be carried forward and other income tax credits available to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilized against future taxable income.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same taxation authority.
Employee benefits The Group provides post-employment benefits through defined contribution plans as well as defined benefit plans.
Defined contribution plan A defined contribution plan is a plan under which the Group pays fixed contributions into an independent fund administered by the government. The Group has no legal or constructive obligations to pay further contributions after its payment of the fixed contribution. The Group contributes to state-run provident fund according to eligibility of the individual employees. The contributions recognised in respect of defined contribution plans are expensed as they fall due.
Defined benefit plan The defined benefit plans sponsored by the Group defines the amount of the benefit that an employee will receive on completion of services by reference to length of service and last drawn salary. The legal obligation for any benefits remains with the Group. The Group's defined benefit plans include amounts provided for gratuity obligations.
The liability recognised in the statement of financial position for defined benefit plans is the present value of the defined benefit obligation (DBO) at the reporting date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs.
Management estimates the present value of the DBO annually through valuations by an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows based on management's assumptions.
The estimate of its post-retirement benefit obligations is based on standard rates of inflation and mortality. Discount rate is based upon the market yield available on government bonds at the reporting date with a term that matches that of the liabilities and the salary increase taking into account inflation, seniority, promotion and other relevant factors. Actuarial gains and losses are included in the profit or loss for the year.
Short-term employee benefits Short term benefits comprising of employee costs such as salaries, bonuses, and paid annual leave and sick leave are accrued in the year in which the associated services are rendered by employees of the Group.
The liability in respect of compensated absences becoming due or expected to be availed within one year from the reporting date are considered as short term benefits and are recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees.
Long-term employee benefits The liability for employee's compensated absences which become due or expected to be availed after more than one year from the reporting date are considered as long term benefits and are recognised through valuation by an independent actuary using the projected unit credit method at each reporting date. Actuarial gains and losses are included in the profit or loss of the year.
Key management personnel Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity. Directors of the Company and certain directors of subsidiaries are considered key management personnel.
Impairment testing of goodwill, other intangible assets and plant and equipment For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors goodwill. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect their respective risk profiles as assessed by management. Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash-generating unit's recoverable amount exceeds its carrying amount. If it is not possible to estimate the recoverable amount of the individual asset, then the recoverable amount of the cash-generating unit to which the asset belongs will be identified.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.
All individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Related party transactions The Group's related parties include subsidiaries, key management, and entities over which the key management are able to exercise significant influence.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.
Revenue recognition Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer and the amount of revenue and the costs of the transaction can be measured reliably.
Revenue from guarding and provision of facility management and other manpower services is recorded net of trade discounts, rebates and applicable taxes and is recognised upon performance of services and when there is a reasonable certainty regarding collection at the fair value of the consideration received or receivable.
In respect of installation projects which overlap two reporting periods, revenue is recognised based on the percentage of project completion method. Percentage completion of the project is determined by comparing actual cost incurred till reporting date to the estimate of total cost for completion of the project.
Interest income is recognised as interest accrues using effective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the asset.
Segment reporting In identifying its operating segments, management generally follows the Group's service lines, which represent the main products and services provided by the Group.
The activities undertaken by the Guarding segment includes the provision of guarding services. Facility management services are undertaken by the Facility Management segment. The activities undertaken in respect sale and installation of safety equipment do not meet the quantitative thresholds under IFRS 8 and thus have been disclosed under the segment 'Others'.
Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at arm's length prices.
The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its financial statements. Corporate assets which are not directly attributable to the business activities of any operating segment are not allocated to a segment.
3 Acquisition of Roto Power Projects Pvt. Ltd.
On 30 June, 2009, through one of its subsidaries, Tenon Property Services Private Limited acquired 99.99% of the issued share capital of Roto Power Projects Private Limited (Roto), a private limited company incorporated in India. Roto Power Projects Private Limited is engaged in providing mechanical and engineering maintenance services in India.
The Group had acquired Roto Power Projects Private Limited for a consideration of US$2.09 million.
Total cost of acquisition includes the components stated below:
The above figures are relevant on the date of acquisition.
* Disclosure of the carrying amounts of the acquiree's assets and liabilities and the revenue and the profit and loss up to the date of acquisitionimmediately before the combination in accordance with IFRS was impracticable. Roto had not applied IFRS prior to its acquisition as at 30 June 2009. Therefore, essential data needed for pro-forma IFRS accounts of Roto prior to the date of acquisition was not available.
The goodwill that arose on the combination can be attributed to the synergies expected to be derived from the combination and the value of the workforce of Roto Power Projects Private Limited which cannot be recognised as an intangible asset under IAS 38 Intangible Assets. As per the purchase price allocation, no other intangible asset, other than customer relationships and brand, qualified for separate recognition. These circumstances contributed to the entire excess amount of consideration over net assets acquired, to be classified as goodwill.
4 Goodwill A reconciliation of the goodwill is shown as under:
Impairment testing of goodwill
The recoverable amounts of the cash-generating units were determined based on value-in-use calculations estimated by management to determine expected cash flows for the unit's remaining useful life. As at 31 March 2011, goodwill in respect of the acquisition of Roto Power Projects Private Limited was not impaired.
The recoverable amounts are determined based on value in the calculations using cash flow projections from financial budgets approved by management covering five-year period. The pre-tax discount rate applied to the cash flow projections and the forecasted growth rates used to extrapolate cash flows beyond the five year period are as follows:
The calculations of value in use are most sensitive to the following assumptions:
a) Growth rates - The forecasted growth rates are based on management
b) Pre-tax discount rates - Discount rates reflect management's estimates of the risks
5 Other intangible assets
A summary of other intangible assets is shown below:
Customer relationships are determined to have a finite life and is amortised on a straight-line basis over its estimated useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful life of customer relationship is 5 years.
Management has determined that the brand would be treated as having an indefinite useful life because it is expected to contribute to net cash inflows to the Group indefinitely. As at 31 March 2011, the other intangible assets were not impaired.
6 Plant and equipment
* The Group's computers as at 31 March 2011 include assets under finance lease disclosed under Note 16.1 with net book value of US$Nil (2010 - US$46,941).
** The Group's vehicles as at 31 March 2011 include motor vehicles of US$562,460 (2010 - US$369,092) which have been pledged as security under finance lease as disclosed under Note 16.1.
*** The Group's plant and machinery as at 31 March 2011 include equipment of US$Nil (2010 - US$14,377) which have been pledged as security under finance lease as disclosed under Note 16.1.
Cash flow reconciliation of acquisition of plant and equipment is as follows:
7 Subsidiaries
The subsidiaries are:
8 Long-term financial assets
Security deposits are interest-free and have maturity periods ranging between 1 to 2 years.
Restricted cash represent fixed deposits held with banks to secure bank guarantees in favour of customers with respect to the Group's activities for year on year continuing contracts. The fixed deposits have an average maturity of 12 months (2010 - 12 months) from the end of the financial year with the weighted average effective interest rates of 7.28% (2010 - 6.56%) per annum
The security deposits and the restricted cash are considered to approximate their fair values and denominated in Indian Rupees.
9 Deferred tax assets
Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows:
Deferred tax assets/(liabilities)
Deferred tax assets have not been recognised in respect of the following items:
The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in which the entities operate. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits.
10 Inventories
Work-in-progress represents uniform, material and equipment under installation at customer sites.
The balance includes inventories amounting to US$117,148 (2010 - US$74,944) which was pledged to secure bank overdraft facility (Note 16.3). 11 Trade and other receivables
The Group The Company
The balance includes trade receivables amounted to US$7,346,042 (2010 - US$4,347,532) which was pledged to secure bank overdraft facility (Note 16.3)
Related parties are entities over which key management are able to exercise control.
The advances to related parties are interest-free, unsecured and receivable on demand.
The ageing analysis of trade receivables due, but not impaired is as follows:
The Group The Company
The credit risk for trade receivables based on the information provided by key management, by geographical area, is located in India.
12 Cash and bank balances The Group The Company
12 Cash and bank balances (cont'd)
Cash and bank balances are denominated in the following currencies:
The Group The Company
13 Share capital
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.
14 Reserves The Group The Company
Exchange fluctuation reserve arises from the translation of the financial statements of foreign entities whose functional currencies are different from the presentation currency.
15 Employee benefit obligations
Long term employee benefit obligations comprise the gratuity and long-term compensated absences. These are summarised as under:
15.1 Gratuity benefit plan
In accordance with applicable Indian laws, the Group provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment of amounts that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation by each of the Companies. The Group does not have an obligation to fund under the gratuity benefit plan.
The expense for the year and the liability as at year end in respect of the Group on account of the above plan is given below:
For determination of the gratuity liability, the following actuarial assumptions were used:
15.2 Compensated absences
The entities within the Group have either accumulating or non-accumulating compensated absences policy. The cost of non-accumulating absences is charged to profit or loss. The Group measures the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the statement of financial position. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method, where the present value of the defined benefit obligation is determined by discounting the estimated future cash outflows based on assumptions developed by the management. The discount rate is based upon the market yield available on government bonds/high quality corporate bonds at the end of reporting period, which have a term that matches that of the liabilities. Other assumptions used in the valuation include an estimate of the salary increases, which takes into account inflation, seniority, promotion and other relevant factors. The liability with respect to long term employee benefits in respect of compensated absences for the year ended 31 March 2011 is US$53,148 (2010 - US$56,397).
15.3 Provident fund benefit
Apart from being covered under the Gratuity Plan described earlier, employees of the Group also participate in a provident fund plan. The Provident Fund (being administered by a trust) is a defined contribution scheme whereby the Group deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment. The Group does not have any further obligation in the plan beyond making such contributions. Upon retirement or separation, an employee becomes entitled for this lump sum benefit, which is paid directly to the concerned employee by the fund. The Group contributed US$2,283,192 and US$1,543,837 to the provident fund plan, during the year ended 31 March 2011 and 31 March 2010, respectively.
16 Borrowings
16.1 Obligations under finance leases
Represented by:
The average interest rate is at 10.93% (2010 - 13.26%) per annum.
The Group leases motor vehicles, computers and plant and equipment from non-related parties under finance leases. The finance lease obligations are secured by the underlying assets (Note 6).
16.2 Bank loans
The average interest rate is 19.13% (2010 - 18%) per annum.
The amount repayable within one year is included under current liabilities whilst the amount repayable after one year is included under non-current liabilities.
16.3 Other bank borrowings
The bank overdraft bears interest of 13.5% (2010-13%) per annum. The bank overdraft is secured by a pledge of certain inventories (Note 10) and trade receivables (Note 11).
The borrowings are denominated in Indian Rupees.
17 Trade and other payables The Group The Company
Related parties includes key management and their spouse and entities over which key management are able to exercise control.
Both the advances, from related parties and amounts due to subsidiaries are interest-free, unsecured and repayable on demand.
18 Other income
19 Finance costs
Interest allocated from a related party represents unsecured borrowings provided by the related party during the year ended 31 March 2010.This interest carries no margin and is back to back in nature. The effective interest rate for the year 2010 was 13% to18%.
Related party is an entity over which key management are able to exercise control. 20 Profit/(loss) before taxation
21 Taxation
The tax expense on the results of the financial year varies from the amount of income tax determined by applying the India statutory rate of income tax of 33.99% on profits as a result of the following:
Income tax is based on tax rate applicable on statement of comprehensive income in various jurisdictions in which the Group operates. The effective tax at the domestic rates applicable to profits in the country concerned as shown in the reconciliation below have been computed by multiplying the accounting profit with effective tax rate in each jurisdiction in which the Group operates. The individual entity amounts have been then aggregated for the consolidated financial statements. The effective tax rate applied in each individual entity has not been disclosed in the tax reconciliation above as the amounts aggregated for individual group entities would not be a meaningful number. The details of statutory tax rates:
Country Rate Singapore 17% India 33.99%
Note 9 provide information on the group deferred tax assets. 22 Earnings/(loss) per share
Both the basic and diluted earnings/(loss) per share have been calculated using the profit or loss attributable to shareholders of Mortice Limited as the numerator.
Calculations of basic and diluted loss per share are as follows:
23 Related party transactions
Related parties include subsidiaries, key management and entities in which the key management has interest or control.
Significant related party transactions, other than those disclosed elsewhere in the financial statements, are as follows:
Transactions with key management:
The outstanding balance payable from related parties under the category of key management as at 31 March 2011 and 31 March 2010 is US$24,252 and US$ 21,202respectively.These have been included under salaries payable under Note 17.
In addition to the above, the key management personnel participate in the gratuity plan of the Group.
Names of related parties: 1. Peregrine Services Private Limited 2. Micro Azure Computers Private Limited 3. Peregrine Protection Services Private Limited
24 Commitments
Operating lease commitments (non-cancellable)
At the financial position date, the Group and the Company were committed to making the following rental payments in respect of non-cancellable operating leases of office premises with an original term of more than one year:
25 Operating segments
Segment accounting policies are the same as the policies described in Note 2. The Company generally accounts for inter-segment sales and transfers as if the sales or transfers were to third parties at current market prices.
Revenues are attributed to geographic areas based on the location of the assets producing the revenues.
The following tables present revenue and profit information regarding industry segments for the years ended 31 March 2011 and 2010, and certain assets and liabilities information regarding industry segments as at 31 March 2011 and 2010.
Facility management Guarding service Others Total
25 Operating segments (cont'd)
The totals presented for the Group's operating segments reconcile to the entity's key financial figures as presented in its financial statements as follows:
The operating subsidiaries are domiciled in India and there is only one geographical segment, i.e. India. Thus, no information has been presented by geographical segments.
26 Financial risk management objectives and policies
The Group reviews its risk profile on a transactional basis. The Group does not hold or issue derivative financial instruments for trading purposes but may be a party to derivative financial instruments such as interest rate swaps and forward exchange contracts to hedge against fluctuations, if any, in interest rates or foreign exchange rates.
The Group's and the Company's exposure to financial risks associated with financial instruments held in the ordinary course of business include: 26.1 Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the Company or the Group to incur a financial loss. The Company's and the Group's exposure to credit risk arises primarily from trade and other receivables. For trade receivables, theCompany and the Groupadopt the policy of dealing only with customers of appropriate credit history, and obtaining sufficient security where appropriate to mitigate credit risk. For other financial assets, the Company and the Group adopt the policy of dealing only with high credit quality counterparties.
The Company's and the Group's objective is to seek continual growth while minimising losses incurred due to increased credit risk exposure.
Most of the Group's financial assets and liabilities are denominated in the functional currency of the entity in which such financial assets or financial liability is held. Therefore, the Group doesn't consider the risk of movement of foreign exchange risk as significant.
As at the end of reporting period, the Group has concentration of credit risk in 5 customers amounting US$1,006,003 (2010 - US$582,406) representing approximately 9% (2010 - 8%) of the total trade receivables of US$ 11,123,984 (2010 - US$7,284,747).
The Group establishes an allowance for impairment that represents its estimates of incurred losses in respect of trade and other receivables. The main components of the allowance are a specific loss component that relates to individually significant exposures, and a collective loss component establish for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistic for similar financial assets.
The allowance account in respect of trade and other receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. At that point, the financial assets are considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial assets.
Cash is held with reputable financial institutions.
26.2 Liquidity risk Liquidity risk is the risk that the Company or the Group will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.
The Company's and the Group's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company's and the Group's objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities. 26.2 Liquidity risk (cont'd) The table below analyses the maturity profile of the Company's and the Group's financial liabilities based on contractual undiscounted cash flows:
The Company and the Group ensure that there are adequate funds to meet all its obligations in a timely and cost-effective manner.
26.3 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of the Company's and the Group's financial instruments will fluctuate because of changes in market interest rates determined from time to time.
The Group has certain bank borrowings on which it is exposed to interest rate risk, i.e. primarily the bank overdraft on which there are floating rates of interest, determined from time to time
Based on the volatility in interest rates in respect of the bank overdraft facility for the previous 12 months, the management estimates a range of 50 basis points to be appropriate. A decrease in market interest rate by 50 basis points, will lead to an increase in the value of the loan by USD 21,029 resulting in increase in profit and equity for the year ended 31 March 2011 and an equal and opposite effect in the case of an increase in the interest rates. During the year ended 31 March 2010, an increase in market interest rate by 75 basis point will lead to a decrease in the value of the loan by USD 8,237 resulting in a decrease in profit and equity for the year ended 31 March 2010.
All other loans have a fixed rate of interest. The fair value of all borrowings is not considered to be materially different from their carrying amounts.
26.4 Foreign currency risk Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Currency risk arises when transactions are denominated in foreign currencies.
The Group operates and sells its products/services in India and transacts in Indian rupees. As a result, the Group is not exposed to movements in foreign currency exchange rates arising from normal trading transactions. Also the Group does not use any financial derivatives such as foreign currency forward contracts, foreign currency options or swaps for hedging purposes.
26.5 Market price risk Price risk is the risk that the value of a financial instrument will fluctuate due to changes in market prices. The Group does not hold any quoted or marketable financial instruments, hence, is not exposed to any movement in market prices. 27 Capital management
The Group's objectives when managing capital are:
(a) To safeguard the Group's ability to continue as a going concern; (b) To support the Group's stability and growth; and (c) To provide capital for the purpose of strengthening the Company's risk management capability; and (d) To provide an adequate return to shareholders
The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. The Group currently does not adopt any formal dividend policy.
The Group's goal in capital management is to maintain a capital-to-overall financing ratio of 1:2. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Company and its subsidiaries are not subject to externally imposed capital requirements.
The Group monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of all financial liabilities of the Group.
28 Financial instruments
Fair values The carrying amount of financial assets and liabilities with a maturity of less than one year is assumed to approximate their fair values.
However, the Group and the Company do not anticipate that the carrying amounts recorded at financial position date would be significantly different from the values that would eventually be received or settled. The carrying amounts of assets and liabilities presented in the statement of financial position relates to the following categories of assets and liabilities:
This information is provided by RNS The company news service from the London Stock Exchange More |
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Can you elaborate why the spread is so great - 100% today
Also, any thoughts on this share? |
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They have not been approved or issued by Interactive Investor Trading Limited.
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