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| Date/Time | Headline | Source |
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| 02-11-09 | RNS |
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RNS Number : 7221B Mortice Limited 02 November 2009 Mortice Plc ("Mortice or the "Company") 2 November 2009 Directorate Change Mortice, the AIM listed and India based security and facilities management company, today announces that Mr. Andrew Barker, current CEO and director of the Company, has decided to retire. Mr Barker will be succeeded as CEO of Mortice by Mr. Vaibhav Dayal, former CEO of Rotopower Projects Pvt. Ltd., which was recently acquired by the Group. The change will be effective as of 15 December 2009. Mr. Barker commented on his decision to leave: "Mortice and Tenon's initial needs were to establish and list the business, set the strategy and develop the service delivery platform and track record. With a great team effort during difficult financial times, the Company's achievements have been noteworthy. The overall business revenues grew by 15.3% during the last year. We are now providing FM services to over 100 customers pan India and I believe the time is now right for me to hand control to a locally-based CEO to manage and continue to grow the business." Mr. Vaibhav Dayal has 18 years of experience working in various sectors and companies including Reliance ADAG, WNS, Kale Consultants and Indian Airlines and Rotopower Facilities Management. He has extensive experience of managing Professional Services businesses in the IT and BPO sector. During this period he managed the European business of WNS Global Services, India's top 2 ranked BPO as Vice President (Business Development) for Europe. Vaibhav also co-founded Cognosys Software, a VC backed IT solutions company leading them to acquisition by Kale Consultants after successfully growing the company for 4 years before taking over as CEO of Rotopower to manage the business through the acquisition by Mortice. Commenting on the change Mr. Manjit Rajain, Chairman of Mortice, said: "We are sorry to be losing Andrew and wish him all the best for his future endeavors. Working with Vaibhav during the Rotopower acquisition, Andrew and I identified his suitability for a senior management position within the enlarged Mortice Group and I look forward to working with Vaibhav as we continue to build Mortice into the leading Indian facilities management group." The Company is seeking to make additional appointments to the board this year and a further announcement will be made in due course.
For further information please contact:
Mortice Ltd
Grant Thornton Corporate Finance (NOMAD)
Seymour Pierce Ltd (Broker)
Pelham PR
Notes to Editors Mortice Limited, the India based security and facilities management company incorporated in Singapore, listed on AIM in May 2008. It is the holding company of Peregrine Guarding Private Limited (Peregrine), Tenon Property Services Private Limited (Tenon) and Rotopower Projects Private Limited (together referred to as the "Group"), an Indian Facilities Management based in Delhi, which was acquired by the Group in June 2009. Peregrine has been providing security services in India for 14 years, establishing a client base of over 450 customers and developing a strong pan-India presence providing manned guarding in the process. Peregrine Group had opened 51 branches in 23 out of the 28 Indian states and has clients in a range of sectors including ITES, manufacturing, pharmaceutical, banking and healthcare. Tenon, the facilities management arm of Mortice, was established to provide superior quality FM services to Peregrine client base. Tenon today operates in 16 Indian states and employs 1200 people serving 30 clients. Rotopower was established 12 year ago and now employees over 1,600 employees servicing over 75 clients across 15 states 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 END
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| 07-10-09 | RNS |
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RNS Number : 3957A Mortice Limited 07 October 2009
MORTICE LIMITED ("Mortice" or "the Company") Update on Trading and Contract Wins Mortice Limited, (AIM:MORT), the India based security and facilities management company, is pleased to announce that in the four month period since its previous trading update on 8 June 2009, the Company has won 38 new contracts across its subsidiaries, including Peregrine Guarding Private Limited ("Peregrine"), Tenon Property Services Limited ("Tenon") and the recently acquired Rotopower Projects Private Limited ("Rotopower"), collectively worth GBP 292,550 (INR 21.79 million*) per month. In addition, Tenon Project Services, another subsidiary of the Company, has been awarded contracts worth a combined value of GBP 203,960 (INR 15.19 million*) to be delivered over the next few months. Peregrine Peregrine, the established security services company, has won 23 new contracts for the provision of security services in India, illustrating its ability to deliver high service standards across diverse sectors including hospitality, retail, financial services, energy, media and manufacturing, IT/ITES and Business Process Outsourcing. Key clients include a major Indian insurance company, an international automobile brand, one of India's most high profile emerging retail company and two multinational banks. Tenon Tenon, the Company's facilities management arm, has been awarded 9 new contracts, which include a mix of new customers and new facility management contracts from existing clients. These include a leading global investment services firm, a life insurance services company, a leading Indian bank and an Indian IT services company. The high levels of service provided to Tenon's customers has resulted in an increased in business from the existing client base, which accounts for 19% of overall growth in Tenon's monthly billing. Tenon's proven ability to ensure provision of high standard facilities across India including remote locations, has resulted in the award of a contract spanning 115 facilities across East India for an insurance company. Rotopower The acquisition of Rotopower, a facilities management company based in Delhi, was completed on 22 June 2009. In the period under review, Rotopower was awarded 6 contracts valued at GBP 26,800 (INR 2 million*) per month for delivery of technical and other facilities services, several of which are in the telecom sector, where Rotopower is one of the leading FM service providers. Manjit Rajain, Executive Chairman, commented: "We are delighted that our reputation of providing the highest standards of service delivery and our focus on customer satisfaction has delivered strong organic growth across the group. We have focused on building a national service delivery platform to increase our reach and this has resulted in new, exciting contracts with innovative service structures and capability requirements.. In addition, we are very pleased with the progress Rotopower has made since our acquisition of the company as it cements its position as a leader in the telecom sector in particular."
For further information please contact:
Mortice Ltd
Grant Thornton Corporate Finance (NOMAD)
Seymour Pierce Ltd (Broker)
Pelham PR
Notes to Editors Mortice Limited, the India based security and facilities management company incorporated in Singapore, listed on AIM in May 2008. It is the holding company of Peregrine Guarding Private Limited (Peregrine), Tenon Property Services Private Limited (Tenon) and Rotopower Projects Private Limited (together referred to as the "Group"), an Indian Facilities Management based in Delhi, which was acquired by the Group in June 2009. Peregrine has been providing security services in India for 14 years, establishing a client base of over 450 customers and developing a strong pan-India presence providing manned guarding in the process. Peregrine Group had opened 51 branches in 23 out of the 28 Indian states and has clients in a range of sectors including ITES, manufacturing, pharmaceutical, banking and healthcare. Tenon, the facilities management arm of Mortice, was established to provide superior quality FM services to Peregrine client base. Tenon today operates in 16 Indian states and employs 1200 people serving 30 clients. Rotopower was established 12 year ago and now employees over 1,600 employees servicing over 75 clients across 15 states 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 END
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| 11-09-09 | RNS |
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RNS Number : 9043Y Mortice Limited 11 September 2009 11 September 2009 Mortice Ltd Result of AGM Mortice Ltd (AIM:MORT), the AIM listed security and facilities management company based in India, is pleased to announce that at the Annual General Meeting ('AGM') of the Company held earlier today, all resolutions put to shareholders were passed. For further information please contact:
Mortice Ltd
Grant Thornton Corporate Finance (NOMAD)
Seymour Pierce Ltd (Broker)
Pelham PR
This information is provided by RNS The company news service from the London Stock Exchange END
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| 07-09-09 | RNS |
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RNS Number : 5940Y Mortice Limited 07 September 2009 7 September 2009 Mortice Ltd Appointment of Adviser Mortice Ltd (AIM:MORT), the AIM listed security and facilities management company based in India, is pleased to announce that it has appointed Seymour Pierce Ltd as its Broker with immediate effect. For further information please contact:
Mortice Ltd
Grant Thornton Corporate Finance (NOMAD)
Seymour Pierce Ltd (Broker)
Pelham PR
This information is provided by RNS The company news service from the London Stock Exchange END
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| 02-09-09 | RNS |
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RNS Number : 4363Y Mortice Limited 02 September 2009 2 September 2009 Mortice Limited Posting of Annual Report and Accounts Further to the announcement of 26 August 2009, Mortice Limited (AIM:MORT, the 'Company') announces that, the Annual Report and Accounts for the year ended 31 March 2009 and the Notice of the Annual General Meeting have been posted to shareholders and are available on the Company's website - www.morticegroup.com For further information please contact:
Mortice Limited
Grant Thornton Corporate Finance
Jermyn Capital Partners PLC
Pelham PR
This information is provided by RNS The company news service from the London Stock Exchange END
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| 26-08-09 | RNS |
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RNS Number : 0752Y Mortice Limited 26 August 2009 26 August 2009 Mortice Limited Notice of AGM Mortice Limited (AIM:MORT, the 'Company') announces that it has sent to its shareholders by way of electronic communication 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, 11 September 2009 at 10.00 a.m. for the following purposes: As Ordinary Business Resolution 1: To receive and adopt the Directors' Report and the Audited Accounts of the Company for the financial year ended 31 March 2009 together with the Auditors' Report thereon. Resolution 2 :To re-elect Mr Andrew Michael Baker retiring pursuant to Article 79 of the Company's Articles of Association. Resolution 3: To approve the payment of Directors' fees and remuneration of US$737,334 for the financial year ended 31 March 2009. Resolution 4: To re-appoint Messrs Shanker Iyer & Co as the Company's Auditors and to authorise the Directors to fix their remuneration. Resolution 5: To transact any other ordinary business which may properly be transacted at an Annual General Meeting. As Special Business To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without any modifications: Resolution 6: Share Issue Mandate That pursuant to Section 161(1) 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:
whichever is the earliest. A copy of the notice of AGM will also be available on the Company's website www.morticegroup.com Annual Report and Accounts The Company also announces that the Annual Report and Accounts for the year ended 31 March 2009 have also been sent to shareholders by way of electronic communication and will be available on the Company's website - www.morticegroup.com The hard copies of the Annual Report and Accounts and the Notice of AGM will be posted to shareholders in due course. For further information please contact:
Mortice Limited
Grant Thornton Corporate Finance
Jermyn Capital Partners PLC
Pelham PR
This information is provided by RNS The company news service from the London Stock Exchange END
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| 26-08-09 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 0066Y
Mortice Limited
26 August 2009
26 August 2009
Mortice Limited
FINAL RESULTS
Mortice Limited (AIM:MORT, "Mortice" or the "Company"), the AIM listed security and facilities management company based in India, today announces its final results for the year ended 31 March 2009.
Operational highlights:
* Group revenues increased to US $ 23.4m (+15.3%)
* Acquisition of Rotopower Projects after year end (Acquired 22 June 2009)
* Mortice Executive Chairman named "Security Entrepreneur of the Year" by the Central Association of Private Security Industry, India's leading security industry body
* Operating in 28 of 35 Indian states and union territories
Commenting today, Manjit Rajain, Executive Chairman of Mortice Limited said:
"In a year in which the global economy took a severe downturn and many countries moved into recession, India achieved a GDP of 7.1%. Post economic downturn, India originally projected GDP would fall to 5.7% for FY2009-10 but has now revised its GDP projections to 6.5% with the services sector expected to grow by 8.2 per cent and we are already seeing an increase in new business inquiries and new wins. Our model for self-performing our facilities management services has attracted new customers during the recession as businesses have sought ways of reducing their costs. The track record we have now established has given Tenon, brand recognition within the marketplace and as a result of which we are seeing a growing number of new business enquiries."
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 2009 will be posted to shareholders and made available on the company website in due course.
For further information please contact:
Mortice Limited
Manjit Rajain, Executive Chairman Tel: +91 981 800 0011
Andrew Barker, Executive Director Tel: +91 974 130 9401
Grant Thornton Corporate Finance
Fiona Owen Tel: +44 207 383 5100
Jermyn Capital Partners PLC
Vishal Sodha Tel: +44 207 399 2020
Pelham PR
Alex Walters / Francesca Tuckett Tel : +44 207 337 1500
Statement by the Executive Chairman, Mr Manjit Rajain
The 'India Story' is well-known. Over recent years, off-shoring and outsourcing have helped to fuel the Indian economy and the facilities management and security industries have benefited and grown in parallel. Watching how these industries have developed in mature markets has helped us to see the immense opportunity for Mortice Limited ('Mortice' or the 'Company') in India today. With increasing privatisation and a rapidly growing public private partnership initiative programme, we remain confident that the market for our Facilities Management ('FM') and security services will grow beyond any published market projection.
In a year of increased extremist activity, Government, industry and the population at large have become more security conscious. In turn, the demand for security services has not dropped as much during the economic downturn as has been witnessed in many other industries. As reported in the Company's trading update on 8 June 2009, various factors have adversely impacted the Company and its subsidiaries (together the 'Group') financial performance during the year. Despite the impact that the downturn has had on business generally, the Group revenues for the year have still grown by 15.3% since the close of financial year 2007-08, which we believe is a creditable performance.
Apart from reducing our ability to achieve our projected sales, the Company had also announced on 24 December 2008, that the Board had decided not to pursue the general contracting business as it was highly likely to face a negative impact as a result of the economic slowdown and its direct impact on the real estate and infrastructure sectors, which would have resulted in lower margins and also had a high working capital requirement.
As announced in the Company's trading update on 8 June 2009, the overall impact of the global economic slowdown including the weakening of the Indian Rupee against the US dollar, the charging of expenses associated with the Company's listing process, the cost of establishing our new FM business, and preliminary Mergers & Acquisitions ('M&A') activity and overseas market opportunity research, Mortice's first full year results reflect our investment in the business. Like many other businesses, we have reduced our cost base wherever we can do so without negatively impacting our plans for growth and we are extremely confident that the foundations we have laid will enable the Group to demonstrate superior growth during financial year 2009-10.
In a year in which the global economy took a severe downturn and many countries moved into recession, India achieved a GDP of 7.1%. Post economic downturn, India originally projected GDP would fall to 5.7% for FY2009-10 but has now revised its GDP projections to 6.5% with the services sector expected to grow by 8.2 per cent and we are already seeing an increase in new business inquiries and new wins. Our model for self-performing our facilities management services has attracted new customers during the recession as businesses have sought ways of reducing their costs. The track record we have now established has given Tenon brand recognition within the marketplace and we are also winning much new work at the expense of our established competitors.
With the establishment of a pan-India footprint for Tenon Property Services Limited ('Tenon') to match that of Peregrine Guarding Limited ('Peregrine'), we have achieved one of our key strategic objectives to fill a gap in the market by developing a service delivery platform to service customers with large, dispersed operations. In parallel, our team has developed a sophisticated technology platform to be able to monitor and manage these operations for our customers providing superior management information enabling timely, quality management decisions. This key achievement has given us the opportunity to bid for large pan-India contracts that will enable a step change in our revenue generation capability.
Many services businesses say that "People are their only asset." As a self-performing service provider, this is particularly the case with Mortice. The platform that we have now established is the result of a huge team effort during our first year of operation under very challenging market conditions and I thank them all.
We now, confidently, expect to see our investment come to fruition as we continue to expand our horizons.
Statement by the Executive Director, and Group CEO Mr Andrew Barker
Growing the Business
Your company set out with certain primary objectives at the start of the financial year, predominant amongst them to establish a differentiated outsourced facilities services corporation. This we aimed to do through the following five key initiatives:
* Expanding our Services - Establishing a platform for delivery of integrated facilities services through a model of "self-performance" by harnessing the spread and strength of the pan-India infrastructure of Peregrine Guarding to offer superior service standards across the country
* Expanding our Markets - Extending the reach of professional facilities services to address "non-traditional" sectors which have historically performed facilities services through own staff ("in-sourced") or local sub-contractor vendor bases ("out-tasked")
* Expanding our Talent Base - Developing top talent with expertise in the various diverse facets of FM and guarding including engineering services and critical infrastructure management, soft services delivery, quality, technology support and finance amongst others.
* Expanding our Knowledge Base - Developing a superior, customer focused, technology platform to provide a single client view for all facilities-related management information requirements to enable our customers to make informed, timely, quality decisions.
* Expanding our Geographies - Developing a pan-India capability for the delivery of our FM services.
We have made considerable progress during the year towards the achievement of these strategic objectives. Leading Indian and multinational corporations have bought our services and our track record to date has now established the Tenon brand as a quality, preferred alternative to the traditional facilities management sub-contracting model.
In anticipation of consolidation within the FM and security marketplace in India, considerable effort was also spent in reviewing the existing facilities services supplier base in India to identify suitable, potential acquisition targets. Surprisingly, we identified nearly 150 service providers covering every conceivable facet of the facilities management product. Many of these are small to medium size, local companies. Not surprisingly, industry consolidation has already started.
Since the close of the reporting period, Mortice has acquired Rotopower Projects, a medium-sized pan-India Mechanical & Electrical (M&E) turned facilities management service provider, which has given us strength in depth in this field and helped us to expand our geographic footprint into East India and strengthened our position in North India.
We are very excited about the acquisition of Rotopower as there are significant synergies across the group most notably in cross-sales opportunities. In the short time since the acquisition took place, we have seen a number of new sales leads passing between the group companies. Our expanded infrastructure has also given us the capacity to be able to manage a significantly larger business with a reduced incremental overhead. We are now also bidding into new geographies without the need to establish new offices in those areas where Rotopower already have a presence. The acquisition also provides us with an entry strategy for those Indian corporate who may not yet be ready for a full FM service but are used to outsourcing their M&E, housekeeping and security services. Once again, this underlines Tenon's strategy of providing "Services That Fit".
At a strategic level, the acquisition also helps us to adapt as a group to the changing strategies of our different customer market sectors. In the interests of generating productivity, we have various customers who have been moving from discrete services such as manned guarding, M&E and housekeeping to a "caretaker model" with multi-tasked employees. In the fast-growing telecommunications market in India, Rotopower are currently providing both discrete M&E services and "caretaker" services. Peregrine also has a significant presence in this market providing security services. As the market matures and we see more customers seeking similar cost-efficiency, the combined Tenon and Rotopower platform will enable us to respond to these changing demands.
A significant feature of our growing success has been the development of TeNet, a single client view, web-based suite of applications that support our service delivery and provide our clients and our management team with transparent, in depth management information. Our technology platform combined with our ability to deliver mandates in hinterland markets has opened up a much wider potential customer base for the many companies that have large, dispersed retail portfolios.
During the year, we have continued to attract top industry talent in all our subsidiaries. Our key resources come with many years of industry experience and qualifications in specialist facilities and security services fields. This has provided us with the ability to offer enhanced service standards and helped us to gain recognition for a refreshing and innovative approach to the delivery of our services.
Why India Needs Mortice?
Over the past 10 years since the recognition of FM services in India, the evolving industry has polarised into 2 distinct sets of service providers; international real estate (RE) service providers and local vendors. Whereas the RE service providers are offering higher value solutions, the cost of the service is prohibitive for many companies in India. By contrast, the low-cost, local vendor base does not provide the sophistication or quality of the RE service providers. Tenon was established to provide higher quality FM services at a cost that is attractive to a much wider customer base. Tenon's vertically integrated service delivery model unlocks value lost in the RE service provider model where service delivery is sub-contracted.
As we progress, your company's focus is to develop Tenon Property Services into a truly integrated outsourced management services corporation and to ensure that Peregrine continues its strong growth by offering a high-end, differentiated security product to support our customers' security needs in the face of increased extremist activity.
The Public Private Partnership (PPP) space in India is rapidly gathering momentum. India's 11th plan has projected an investment of nearly US$ 500 billion in infrastructure, of which 30% is expected to come from private investment. Recognizing the significant fillip that PFI and then PPP has given to the FM and security industries in other developed economies; we are seeking to establish ourselves as a credible operating partner for PPP projects.
Key Initiatives - Pan-India FM Mandates
Tenon today operates in 16 Indian states and has harnessed the infrastructure of Peregrine Guarding (present in 23 states) to deliver superior quality FM services. Our remit in these states extends to hinterland towns and cities, where, corporate customers have formerly had to per force work with the local vendor base. For instance, we have been appointed for integrated facilities services by a leading multinational logistics corporation to manage their facilities in Mumbai, Pune, Ahmedabad, Kochi, Tirupur, Coimbatore, Jaipur, Hyderabad and Kolkata - of which 5 locations do not have the presence of professional facilities corporations.
Our ability to deliver services pan-India has enabled us to be able to bid to provide services to various, diverse retail operations. Many of these prospective customer outlets are in rural areas where locally-generated income has been largely unaffected by the FY09/10 economic downturn.
Key Initiative - Non-traditional Sectors
Our innovative approach to FM services has resulted in our acceptance by corporations in sectors such as education and logistics, which have traditionally 'in-sourced' or 'out-tasked' FM services. We have also designed and implemented innovative programs for sectors such as retail inducing efficiency and professionalism into the management of logistics, personnel and monitoring compliance. Peregrine has significantly enhanced its presence in the sectors which have found our services to be of high value - these sectors include IT/ITeS, Telecom, Financial Services, Manufacturing, Retail and similar sectors where guarding acts as a key enabler of business safety, security and continuity.
Key Initiative - People
We are a solely, facilities-focused company and can therefore offer exciting career paths and opportunities for employees to grow within the facilities management industry. This helps us attract top industry talent. Examples of our ability to draw such talent are visible across our organization including in our support services where we have been able to recruit seasoned practice experts for functions such as finance & accounting, corporate strategy, technology and HR.
These key appointments have helped us to strengthen our position in the facilities management and security services market.
MORTICE LIMITED
(Incorporated in Singapore)
AND ITS SUBSIDIARIES
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2009
BALANCE SHEETS AS AT 31 MARCH 2009
Group Company
Note 2009 2008 2009
2008
US$ US$ US$
US$
NON-CURRENT ASSETS
Plant and equipment 4 677,163 609,147 - -
Investment in subsidiary 5 - - 6,849,675 394,675
Deferred tax asset 6 618,853 165,870 - -
Fixed deposits 7 111,933 14,589 - -
Security deposits 8 88,897 439,329 - -
1,496,846 1,228,935 6,849,675 394,675
CURRENT ASSETS
Cash and cash equivalents 9 3,253,140 390,420 1,294,212 5,028
Trade receivables 10 4,630,997 3,690,329 - -
Other receivables 11 1,617,526 829,989 8,532 551,215
Inventories, at cost 12 67,262 20,481 - -
9,568,925 4,931,219 1,302,744 556,243
CURRENT LIABILITIES
Trade payables 13 399,627 1,390,460 - -
Other payables 14 2,733,403 2,709,298 386,965 568,542
Bank overdraft 9 1,241,451 200,389 - -
Finance lease 15 60,760 43,029 - -
Borrowings 16 90,218 369,052 - -
4,525,459 4,712,228 386,965 568,542
NET CURRENT ASSETS/(LIABILITIES) 5,043,466 218,991 915,779 (12,299)
NON-CURRENT LIABILITIES
Finance lease 15 (78,812) (97,271) - -
Borrowings 16 (151,820) (237,883) - -
Retirement benefit obligations 17 (124,958) (92,916) - -
NET ASSETS 6,184,722 1,019,856 7,765,454 382,376
SHAREHOLDERS' EQUITY
Share capital 18 9,555,312 400,001 9,555,312 400,001
Reserves 19 (3,370,590) 617,361 (1,789,858) (17,625)
6,184,722 1,017,362 7,765,454 382,376
Minority interest 20 - 2,494 - -
TOTAL EQUITY 6,184,722 1,019,856 7,765,454 382,376
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
INCOME STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2009
Group Company
Note 2009 09.01.2008 2009 09.01.2008
To To
31.03.2008 31.03.2008
US$ US$ US$ US$
REVENUE
Services income 23,156,372 3,390,490 - -
Other income 21 300,747 1,569 166,454 -
Negative goodwill written back 22 - 651,478 - -
Total revenue 23,457,119 4,043,537 166,454 -
COSTS AND EXPENSES
Services consumed 23 19,184,679 2,713,594 - -
Depreciation of plant and 4 161,653 20,401 - -
equipment
Staff and related costs 2,860,657 471,020 306,762 -
Operating expenses 24 2,649,858 259,460 195,672 17,625
Initial Public Offering 1,436,253 - 1,436,253 -
expenses
Finance costs 25 407,880 60,333 - -
Total costs and expenses 26,700,980 3,524,808 1,938,687 17,625
(LOSS)/PROFIT BEFORE TAXATION 26 (3,243,861) 518,729 (1,772,233) (17,625)
TAXATION 27 314,384 113,905 - -
(LOSS)/PROFIT FOR THE (2,929,477) 632,634 (1,772,233) (17,625)
YEAR/PERIOD
Attributable to:
Equity holders of the Company (2,926,983) 632,642
Minority interest (2,494) (8)
(2,929,477) 632,634
(Losses)/Earnings per share
- Basic and diluted 28 (0.06) 0.07
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2009
Attributable to equity holders of the Group
(Accumulated Currency translation
Share losses)/Retained reserve Minority interest
capital profits
Total Total
US$ US$ US$ US$ US$ US$
Group
2009
Balance as at 1 April 2008 400,001 632,642 (15,281) 1,017,362 2,494 1,019,856
Issuance of ordinary shares 9,730,120 - - 9,730,120 - 9,730,120
(Note 18)
Share issue expenses (Note 18) (574,809) - - (574,809) - (574,809)
Loss for the year - (2,926,983) - (2,926,983) (2,494) (2,929,477)
Translation difference on - - (1,060,968) (1,060,968) - (1,060,968)
consolidation
Balance as at 31 March 2009 9,555,312 (2,294,341) (1,076,249) 6,184,722 - 6,184,722
2008
Issuance of subscribers' 400,001 - - 400,001 - 400,001
shares
Acquisition of subsidiaries - - - - 2,502 2,502
Profit for the period - 632,642 - 632,642 (8) 632,634
Translation difference on - - (15,281) (15,281) - (15,281)
consolidation
Balance as at 31 March 2008 400,001 632,642 (15,281) 1,017,362 2,494 1,019,856
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
STATEMENTS OF CHANGES IN EQUITY (*CONT'D)
FOR THE YEAR ENDED 31 MARCH 2009
Attributable to equity holders of the group
(Accumulated Currency translation
Share losses)/Retained reserve Minority interest
capital profits
Total Total
US$ US$ US$ US$ US$ US$
Company
2009
Balance as at 1 April 2008 400,001 (17,625) - 382,376 - 382,376
Issuance of ordinary shares 9,730,120 - - 9,730,120 - 9,730,120
(Note 18)
Share issue expenses (Note 18) (574,809) - - (574,809) - (574,809)
Loss for the year - (1,772,233) - (1,772,233) - (1,772,233)
Balance as at 31 March 2009 9,555,312 (1,789,858) - 7,765,454 - 7,765,454
2008
Issuance of subscriber's share 1 - - 1 - 1
Issuance of ordinary shares 400,000 - - 400,000 - 400,000
Loss for the period - (17,625) - (17,625) - (17,625)
Balance as at 31 March 2008 400,001 (17,625) - 382,376 - 382,376
The annexed notes form an integral part of and should be read in conjunction with these financial statements
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2009
09.01.2008
2009 to
31.03.2008
Note US$ US$
Cash Flows From Operating
Activities
(Loss)/profit before taxation (3,243,861) 518,729
Adjustments for:
Depreciation of plant and 4 161,653 20,401
equipment
Negative goodwill written back - (651,478)
Bad debt written off 26 134,684 -
Interest expense 25 407,880 60,333
Interest income 21 (94,160) -
Provision for doubtful debts 24 199,023 -
Cash flows from operations (2,434,781) (52,015)
before changes in working
capital
Working capital changes,
excluding changes relating to
cash:
Trade receivables (1,254,696) (212,659)
Other receivables 241,954 87,136
Inventories, at cost (46,781) (20,481)
Trade payables (990,833) 80,885
Other payables 61,005 (67,573)
Retirement benefit obligations (32,042) 14,346
Cash absorbed by operations (4,456,174) (170,361)
Income tax paid (668,180) -
Interest paid (408,355) (60,333)
Interest received 66,733 -
Net cash absorbed by operating (5,465,976) (230,694)
activities
Cash Flows From Investing
Activities
Acquisition of plant and 4 (372,169) (98,022)
equipment
Net cash outflow on - (394,675)
acquisition of subsidiaries
Proceeds from disposal of 27,203 557,562
plant and equipment
Net cash (absorbed (344,966) 64,865
by)/generated from investing
activities
CONSOLIDATED CASH FLOW
STATEMENT (*CONT'D)
FOR THE YEAR ENDED 31 MARCH
2009
2009
US$
Cash Flows From Financing 09.01.2008
Activities to
31.03.2008
US$
Issuance of share capital 18 9,730,120 400,001
Payment for share issue 18 (574,809) -
expenses
Proceeds from finance lease 72,463 140,300
Proceeds from borrowings - 344,108
Advances to related parties (605,082) (62,070)
Repayment of finance lease (36,273) -
obligation
Repayment of borrowings (192,771) -
Withdrawal/(placement) of 350,432 (439,329)
security deposit
Placement of pledged fixed (97,344) (14,589)
deposit
Net cash generated from 8,646,736 368,421
financing activities
Net increase in cash and cash 2,835,794 202,592
equivalents
Unrealised exchange difference (1,014,136) (12,561)
Cash and cash equivalents at 190,031 -
the beginning of the
year/period
Cash and cash equivalents at 9 2,011,689 190,031
the end of the year/period
CONSOLIDATED CASH FLOW STATEMENT (*CONT'D)
FOR THE YEAR ENDED 31 MARCH 2009
Note:
In the previous financial period, the Company acquired a subsidiary Company.
The effect of the above acquisition on the cash flows of the Group was as follows:
2008
US$
Summary of the effect of acquisition of a subsidiary
Cash and cash equivalents 557,562
Trade receivables 3,477,670
Other receivables 881,167
Deferred tax asset 2,499
Plant and equipment 539,352
Trade payables (1,309,575)
Retirement benefit obligations (78,570)
Other payables (2,758,686)
Long term borrowings (262,827)
Minority shareholders interest (2,539)
Currency translation adjustment 100
Net assets acquired 1,046,153
Negative goodwill on consolidation (651,478)
Amount paid in consideration of acquisition 394,675
Cash and cash equivalents of acquired entity 557,562
The annexed notes form an integral part of and should be read in conjunction with these financial statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2009
1. CORPORATE INFORMATION
Mortice Limited (Company Registration No: 200800770W) is a public limited Company, domiciled in Singapore. The Company's registered office is at 36 Robinson Road, ¿17-01 City House, Singapore 068877.
The Company was listed on Alternate Investment Market (AIM) of London Stock Exchange in United Kingdom on 15 May 2008, issuing 7,700,000 ordinary shares with proceeds amounting to US$9,730,120.
The principal activities of the Group are to provide guarding services, facilities management services, property management, fleet management and sale of safety equipment and their installation. There have been no significant changes in the nature of these activities during the financial year.
The financial statements of the Group and of the Company as at 31 March 2009 and for the year then ended were authorised and approved by the Board of Directors for issuance on 25 August 2009.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
The consolidated financial statements are prepared in accordance with the provision of Singapore Companies Act, Cap. 50 and International Financial Reporting Standards ("IFRS").
The consolidated financial statements, which are expressed in United States dollars are prepared in accordance with the historical cost convention, except as disclosed in the accounting policies.
The following standards, interpretations or amendments have been issued till the date of approval of these consolidated financial statements 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.
2. SIGNIFICANT ACCOUNTING POLICIES (*CONT'D)
a. Basis of preparation (*Cont'd)
Standard or Interpretation Effective dates
IAS 1: Presentation of Annual periods
Financial Statements: A beginning on or
Revised Presentation (Issued after 1 January 2009
September 2007)
IAS 23: Borrowing costs Annual periods
(Revised) beginning on or
after 1 January 2009
IAS 27: Consolidated and Annual periods
Separate Financial Statements beginning on or
(Amendment January 2008) after 1 July 2009
IAS 32 Financial Instruments: Annual periods
Presentation- and IAS 1 beginning on or
Presentation of Financial after 1 January 2009
Statements: Puttable Financial
Instruments and Obligations
Arising on Liquidation
Amendment (Issued 14 February
2008)
IFRS 1 First Time Adoption of Periods beginning on
IFRS Revised (Issued 27 or after 1 January
November 2008) 2009
IFRS 2: Share- based Payment Annual periods
(Amendment- January 2008) beginning on or
after 1 January 2009
IFRS 3: Business Combinations For acquisition
(January 2008) dated on or after
the beginning of the
first annual
reporting period
beginning on or
after 1 July 2009
IFRS 8: Operating Segments Annual periods
beginning on or
after 1 January 2009
IFRIC 13: Customer Loyalty Annual periods
Programmes beginning on or
after 1 July 2008
IFRIC 15: Agreements for the Annual periods
Construction of Real Estate commencing on or
after 1 January 2009
2. SIGNIFICANT ACCOUNTING POLICIES (*CONT'D)
a) Basis of preparation (*Cont'd)
Standard or Interpretation Effective dates
IFRIC 16: Hedges of a Net Annual periods
Investment in a Foreign commencing on or
Operation issued after 1 October 2008
IFRIC 17: Distributions of Annual periods
Non-cash Assets to Owners beginning on or
after 1 July 2009
IFRIC 18: Transfers of Assets Annual periods
from Customers beginning on or
after 1 July 2009
Improvements to IFRS (Issued Annual periods
22 May 2008) beginning on or
after 1 January 2009
Amendments to IFRS 1 and IAS Annual periods
27 Cost of an Investment in a beginning on or
subsidiary, jointly-controlled after 1 January 2009
entity or associate (Issued
May 2008)
Improvements to IFRS (Issued Various, earliest
16 April 2009) starting effective
is for annual
periods beginning on
or after 1 July 2009
Amendment to IAS 39 Financial Annual periods
Instruments: Recognition and beginning on or
Measurement: Eligible Hedged after
Items (Issued July 2008) 1 July 2009
Amendment to IAS 39 Annual periods
Reclassification of Financial beginning on or
Assets: Effective Date and after
Transition (Issued November 1 July 2008
2008)
Amendment to IFRS 7 Improving Annual periods
Disclosures about Financial beginning on or
Instruments (Issued March after
2009) 1 January 2009
Amendments to IFRIC 9 and IAS Annual periods
39 Embedded Derivatives beginning on or
(Issued March 2009) after
30 June 2009
The management anticipates that all of the above 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 Group's financial statements when these Standards/ Interpretations become effective. However, the directors are aware that the application of the above standards and interpretations will require certain additional disclosures to be included in the Group's subsequent financial statements.
b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Acquisition of subsidiaries is accounted using the purchase method of accounting. The results of the subsidiaries' operations have been included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. All inter-Company transactions and balances are eliminated on consolidation and the consolidated financial statements reflect external transactions only. The accounting periods of the subsidiaries are coterminous with that of the Company. Negative goodwill represents the excess of the fair value of the subsidiary's net identifiable assets over the cost of acquisition at the date of acquisition. Negative goodwill is recognised immediately in the income statement.
In the Company's financial statements, investment in subsidiaries is carried at cost less any impairment in net recoverable value which has been recognised in the income statement.
c) Foreign currency translation
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates ("functional currency"). The functional currency of the Group is Indian rupee and the financial statements are presented in United States dollar, which is the presentation currency.
The United States dollar is the presentation currency of the Group as the same is a widely accepted currency and reflects better the financial results to the market and the investors.
In presenting the financial statements of the individual entity, monetary assets and liabilities in foreign currencies are translated into United States dollar at rates of exchange closely approximate to those ruling at the balance sheet date and transactions in foreign currencies during the financial period are translated at rates ruling on transaction dates. Non-monetary items carried at fair values that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair values were determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in the income statement. Exchange differences arising on the retranslation of non-monetary items carried at fair values are included in the income statement for the year except for differences arising on the retranslation of other non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.
For consolidation purposes, the assets and liabilities of the foreign subsidiary Company are translated at the rate of exchange ruling at the balance sheet date and income statement items are translated at the average rate. The effects of translation are taken directly to foreign currency translation reserves within equity. Such translation differences are recognised in income statement in the period in which the subsidiary is disposed of.
d) Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss. 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 income statement. If plant and equipment are sold or retired, their cost and accumulated depreciation and accumulated impairment losses (if any), are removed from the consolidated financial statements and any gain or loss resulting from their disposal is included in the income statement.
Advances paid for the acquisition or construction of property, plant and equipment under construction which are outstanding at the balance sheet date and the cost of property, plant and equipment under construction before such date are disclosed as "Construction in Progress". No depreciation is provided on construction in progress.
e) Depreciation of plant and equipment
Depreciation is calculated to write off the cost of plant and equipment by the straight-line method over their estimated useful lives. The estimated useful lives are as follows:
Computers 3 years
Office equipment 5 years
Leasehold improvements 5 years
Machinery 5 years
Furniture and fittings 5 years
Motor vehicles 5 years
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.
The residual values and useful lives of plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use.
f) Investment in subsidiaries
Unquoted equity investments in subsidiaries are stated at cost less accumulated impairment losses. On disposal of investment in subsidiary, the difference between the net disposal proceeds and the carrying amount of the investment is taken to the income statement.
g) Cash and cash equivalents
Cash and cash equivalents consist of unsecured cash and bank balances, short-term and long-term fixed deposits, and bank overdraft.
h) Effective interest rate method
The effective interest rate method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period. Income is recognised on an effective interest rate basis for debt instruments.
i) Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method less allowance for impairment. An allowance for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the allowance is the difference between the asset's carrying amount and estimated future cash flows. The amount of the allowance is recognised in the income statement.
j) Inventories
Inventories are stated at the lower of cost and net realisable value. In general, cost is determined on a first in first out basis. Cost includes all cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the price at which the inventories can be realised in the normal course of business after allowing for the costs of realisation. Work in progress represents material and equipment under installation which are stated at cost. Cost includes all direct expenditure and all appropriate overheads.
k) Trade and other payables
Financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade and other payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest rate method.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or expired.
l) Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
m) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and sales related taxes. The following specific recognition criteria must also be met before revenue is recognised:
(i) Income from services is recognised upon rendering of services.
(ii) Interest income is recognised on a time apportioned basis.
n) Income tax
Income tax expense is calculated on the basis of tax effect accounting, using the liability method and is applied to all significant temporary differences.
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period using tax rates enacted or substantially enacted at the balance sheet date.
Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unabsorbed capital allowances and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax credits and unused tax losses can be utilised.
At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and the carrying amount of deferred tax assets. The Group recognises a previously unrecognised deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. The Group conversely reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted at the balance sheet date.
o) Impairment of assets
i. Non-financial assets
The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amounts are estimated in order to determine the extent of the impairment loss (if any). An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. The impairment loss is charged to the income statement unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, provided the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
ii. Financial assets
The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in the income statement.
The allowance for impairment loss account is reduced through the income statement in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured.
p) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and 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.
q) Leases
Finance lease
Lease of assets where the Group assumes substantially the risks and rewards of ownership are classified as finance leases.
Assets held under finance leases are recognised as assets of the Group at their fair values at the inception of the lease or, if lower, at the present values of the minimum lease payments. The corresponding liability to the lessor (net of finance charges) is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Gains arising from the sale and finance leaseback of plant and equipment are determined based on fair values. Sale proceeds in excess of fair values are deferred and amortised over the minimum lease terms.
Operating lease
Lease of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.
Rental payables under operating leases are charged to income statement on a straight line basis over the terms of the relevant lease.
r) Employee benefits
Defined contribution plan
As required by law, the Company and its subsidiary make pension contributions to Provident Funds. Contributions are recognised as an expense in the income statements in the same period as the employment which gives rise to the contributions.
Employee leave entitlement
The subsidiaries provide for encashment of leave entitlement as at year end for all the employees. Hence, liabilities arising from employee entitlements to annual leave are recognised when due.
Employee Gratuity
Employees are entitled to gratuity based on the years of service provided they serve on a continuous basis for a period of 5 years. The liability for the same is calculated annually and recognised on the basis of actuarial valuation by an independent actuary using the projected unit credit method. Under this method, the projected accrued benefit is calculated at the beginning of the year and again at the end of the year for each benefit that will accrue for all active members of the plan.
s) Segment reporting
A business segment is a distinguishable component of the Group engaged in providing services that are subject to risks and returns that are different from those of other business segments. A geographical segment is a distinguishable component of the Group engaged in providing services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in another economic environment.
3. CRITICAL ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the process of applying the Group's accounting policies, as described in note 2, management has made the following judgements and estimations that have the most significant effect on the amounts recognised in the financial statements:
(a) Plant and equipment
Management determines the estimated useful lives and residual values for the Group's plant and equipment. Management will revise the depreciation charge where useful lives and residual values are different to previously estimated, or it will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold.
(b) Income taxes
The Group and the Company have exposure to income taxes in countries where it operates. Significant judgement is involved in determining the Group's and the Company's provision for income taxes. The Group and the Company recognise liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provision in the financial year in which such determination is made. At 31 March 2009, the carrying amounts of the Group's current income tax payable and deferred tax assets are disclosed in the balance sheets.
(c) Retirement benefit obligations
Management determines the assumptions used by an independent actuary to calculate the Group's retirement benefit obligations.
4. PLANT AND EQUIPMENT
Office equipment Furniture & Fittings Leasehold Motor Vehicles Construction in
Computers Machinery Improvements Progress Total
US$ US$ US$ US$ US$ US$ US$ US$
Group
2009
Cost
As 1 April 2008 56,560 18,849 44,759 327,188 - 193,860 15,996 657,212
Additions 101,014 18,864 80,021 23,951 16,199 124,433 7,687 372,169
Disposals (510) (377) - - - (26,316) - (27,203)
Transfer - - - - 15,996 - (15,996) -
Currency translation (12,169) (4,062) (9,646) (70,510) - (41,778) (3,448) (141,613)
difference
At 31 March 2009 144,895 33,274 115,134 280,629 32,195 250,199 4,239 860,565
Accumulated depreciation
As 1 April 2008 10,616 3,523 6,888 20,458 - 6,580 - 48,065
Charge for the year 34,062 5,290 16,691 59,455 1,421 44,734 - 161,653
Currency translation (5,634) (1,283) (3,133) (10,286) (140) (5,840) - (26,316)
difference
At 31 March 2009 39,044 7,530 20,446 69,627 1,281 45,474 - 183,402
Net book value
At 31 March 2009 105,851 25,744 94,688 211,002 30,914 204,725 4,239 677,163
4. PLANT AND EQUIPMENT (*CONT'D)
Office equipment Furniture & Fittings Construction in
Computers Machinery Motor Vehicles Progress Total
US$ US$ US$ US$ US$ US$ US$
Group
2008
Cost
Additions on acquisition of 41,660 18,454 42,481 330,885 117,712 16,232 567,424
subsidiaries
Additions 15,505 663 2,894 1,104 77,856 - 98,022
Currency translation (605) (268) (616) (4,801) (1,708) (236) (8,234)
difference
At 31 March 2008 56,560 18,849 44,759 327,188 193,860 15,996 657,212
Accumulated depreciation
Additions on acquisition of 8,383 2,798 5,437 9,973 1,482 - 28,073
subsidiaries
Charge for the period 2,355 766 1,530 10,630 5,120 - 20,401
Currency translation (122) (41) (79) (145) (22) - (409)
difference
At 31 March 2008 10,616 3,523 6,888 20,458 6,580 - 48,065
Net book value
At 31 March 2008 45,944 15,326 37,871 306,730 187,280 15,996 609,147
4. PLANT AND EQUIPMENT (*CONT'D)
The Group's plant and equipment as at 31 March 2009 include assets under finance lease disclosed under Note 15 with net book value of US$241,027 (2008: US$187,280).
The Group's plant and equipment as at 31 March 2009 include computers and motor vehicles of US$59,593 (2008: Nil) which have been pledged as security for borrowings as disclosed under Note 16.
5. INVESTMENT IN SUBSIDIARY
Company
2009 2008
US$ US$
Unquoted equity investment, at cost
At beginning of the year/period 394,675 -
Additions during the year/period 6,455,000 394,675
At end of the year/period 6,849,675 394,675
The details of the subsidiaries are as follows:
Percentage of equity held
by the
company
Country of Principal Financial Cost of
incorporation activities Year End Investment
Name of Company
2009 2008 2009 2008
US$ US$
Direct subsidiary Company
held by the Company
Tenon Property Services Pvt India Facilities & 31 March 99.48% 99.36% 6,849,675 394,675
Ltd ** Property Management
and Fleet Management
Services
5. INVESTMENT IN SUBSIDIARY (*CONT'D)
Percentage of equity held by the
company
Country of Principal Financial Cost of
incorporation activities Year End Investment
Name of Company
2009 2008 2009 2008
US$ US$
Sub-subsidiary Company
Held by subsidiary Company
Peregrine Guarding Pvt Ltd India Guarding, Safety and 31 100% 100% 377,783 377,783
(Subsidiary of Tenon Property Security Services March
Services Pvt Ltd)**
Tenon Support Services Pvt Ltd India Guarding, Safety and 31 100% - 2,010 -
(Subsidiary of Tenon Property Security Services March
Services Pvt Ltd)**
Tenon Project Services Pvt Ltd India Guarding, Safety and 31 100% - 2,010 -
(Subsidiary of Tenon Property Security Services March
Services Pvt Ltd)**
Peregrine Protection Services India Guarding, Safety and 31 100% - 1,918 -
Pvt Ltd Security Services March
(Subsidiary of Peregrine
Guarding Pvt Ltd)**
**Financial statements of the subsidiaries for the year ended 31 March 2009 were audited by Walker Chandiok & Co, Chartered Accountants, India.
6. DEFERRED TAX ASSET
Group
2009 2008
US$ US$
At the beginning of the period 165,870 -
Transfer from income statement (Note 27) 549,157 165,870
Currency translation difference (96,174) -
At the end of the period 618,853 165,870
The following are the deferred tax liabilities and assets recognised by the Group and movements thereon:
At 1 April Movement during the
2008 year At 31 March
2009
US$ US$ US$
Accelerated tax depreciation 3,684 420 4,104
Gratuity (31,582) (25,009) (56,591)
Others (8,892) (16,077) (24,969)
Tax losses carried forward (79,281) (460,478) (539,759)
Unabsorbed capital allowances (49,799) 48,161 (1,638)
(165,870) (452,983) (618,853)
One of the subsidiary companies has unabsorbed tax losses and capital allowances amounting to approximately US$1,794,000 and US$29,000 (2008: US$233,000 and US$146,000), respectively available for offsetting against future taxable income of the subsidiaries for the next seven assessment years subject to conditions imposed by Indian Income Tax Act.
7. FIXED DEPOSITS
The Company has pledged its fixed deposits as security for a bank guarantee obtained as disclosed in Note 30 to the financial statements.
8. SECURITY DEPOSITS
Security deposits are interest free and have maturity periods ranging between 1 to 2 years.
The security deposits are considered to approximate their fair values and are denominated in Indian rupees.
9. CASH AND CASH EQUIVALENTS
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Cash at bank 1,956,318 191,193 1,294,212 5,028
Cash on hand 132,936 186,233 - -
Fixed deposits 1,163,886 12,994 - -
3,253,140 390,420 1,294,212 5,028
The carrying amounts of cash and cash equivalents approximate their fair values and are denominated in the following currencies:
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Indian rupees 1,958,928 385,392 - -
United States dollars 1,294,212 5,028 1,294,212 5,028
3,253,140 390,420 1,294,212 5,028
For the purpose of the consolidated cash flow statement, the year end cash and cash equivalents comprised the following:
Group
2009 2008
US$ US$
Cash at bank 1,956,318 191,193
Cash on hand 132,936 186,233
Fixed deposits (current) 1,163,886 12,994
3,253,140 390,420
Less: Bank overdraft (1,241,451) (200,389)
2,011,689 190,031
The bank overdraft bears interest of 12% per annum (2008: interest range from 11% to 13%) per annum. The bank overdraft is secured by a pledge of trade receivables (Note 10).
10. TRADE RECEIVABLES
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Third parties 4,810,341 3,704,615 - -
Less : Allowance for doubtful debts (179,344) (14,286) - -
4,630,997 3,690,329 - -
The Group's trade receivables are denominated in Indian rupees.
Trade receivables are recognised at their original invoiced amounts which represent their fair values on initial recognition. Trade receivables are non-interest bearing and are due for settlement within 90 days credit terms. The trade receivables are considered to be of short duration and are not discounted and the carrying values are assumed to approximate their fair values.
Trade receivables of one of the subsidiaries are under floating charge security for bank overdraft (Note 9).
11. OTHER RECEIVABLES
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Deposits 229,531 98,661 5,685 -
Employee advances 91,715 50,692 - -
Prepayments 72,591 567,359 2,451 551,215
Advances - third parties 48,901 33,512 - -
Tax recoverable 357,819 3 - - -
Advances - related parties 667,152 62,070 - -
Interest receivable 27,713 365 - -
Unbilled revenue 65,678 - - -
Other debtors - third parties 56,426 17,330 396 -
1,617,526 829,989 8,532 551,215
Advances to related parties are unsecured, interest-free and repayable on demand.
The carrying amounts of other receivables approximate their fair values. The Group's and Company's other receivables are denominated in the following currencies:
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Indian rupees 1,608,994 278,774 - -
Pound sterling 8,532 - 8,532 -
United States dollars - 551,215 - 551,215
1,617,526 829,989 8,532 551,215
12. INVENTORIES, AT COST
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Finished Goods 54,125 2,290 - -
Work in Progress 13,137 18,191 - -
67,262 20,481 - -
Work in progress represents material and equipment under installation at customer sites.
13. TRADE PAYABLES
The Group's trade payables are denominated in Indian rupees.
Trade payables are recognised at their original invoiced amounts which represent their fair values on initial recognition. Trade payables are considered to be of short duration and are not discounted and the carrying values are assumed to approximate their fair values.
14. OTHER PAYABLES
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Accruals for operating expenses 32,890 17,327 32,890 17,327
Advances - third parties 27,357 - - -
Salaries and wages payable 1,262,466 790,534 - - -
Dues and taxes payable 1,345,132 1,505,861 - -
Provision for taxation - 36,425 - -
Other payables - third parties 14,114 - 14,114 -
Other payables - related 51,444 359,151 10,471 359,151
parties
Other payables - subsidiaries - - 329,490 192,064
2,733,403 2,709,298 386,965 568,542
Other payables are unsecured, interest-free and repayable within the next twelve months.
The carrying amounts of other payables approximate their fair values and are denominated in the following currencies:
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Indian rupees 2,686,399 2,691,971 339,961 551,215
Pound sterling 3,772 - 3,772 -
Singapore dollars 40,406 - 40,406 -
United States dollars 2,826 17,327 2,826 17,327
2,733,403 2,709,298 386,965 568,542
15. FINANCE LEASE
Group
2009 2008
US$ US$
Due within one year 76,233 59,106
Due within two to five years 86,330 110,346
162,563 169,452
Finance charge allocated to future periods (22,991) (29,152)
139,572 140,300
Representing finance lease liabilities:
Current 60,760 43,029
Non-current 78,812 97,271
139,572 140,300
The carrying amounts of the non-current portion of finance lease obligations approximate their fair values. The finance lease obligations are denominated in Indian rupees. The average floating rate is at 13.33% (2008: 13.28%) per annum.
The Group's obligations under finance leases are secured by the lessors' title to the leased assets (Note 4).
16. BORROWINGS
Group
2009 2008
US$ US$
Within one year 90,218 369,052
Within two to five years 151,820 237,883
242,038 606,935
The Group's borrowings are denominated in Indian rupees.
The carrying amounts of borrowings approximate their fair values. The borrowings are secured against plant and equipment (Note 4) and subject to interest at rates ranging from 13.25% to 18.35% (2008: 12.00% to 21.00%) per annum.
17. RETIREMENT BENEFIT OBLIGATIONS
In accordance with applicable Indian laws, the Group provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees calculated by an independent actuary. 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 the Company. The Group has not funded its obligation under the gratuity benefit plan.
For determination of the Gratuity the following actuarial assumptions were used:
Economic assumptions:-The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market yield available on government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate takes account of inflation, seniority promotion and other relevant factors on long term basis.
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:
2009 2008
US$ US$
Reconciliation of funded status
A. Change in benefit obligation
Actuarial value of projected benefit obligation at the 92,916 9,220
beginning of the financial year/period
Interest cost 5,662 803
Service cost 78,100 66,447
Actuarial (gain)/loss (28,173) 15,507
Translation adjustment (23,547) 939
Projected benefit obligation at the end of financial 124,958 92,916
year/period
B. Amounts recognised in the income statement
Current service cost 78,100 66,447
Interest cost 5,662 803
Total actuarial (gain)/loss recognised in the year (28,173) 15,507
Expense recognised in the income statement 55,589 82,758
C. Actuarial Gain and Loss (28,173) 15,507
For determination of the gratuity liability, the following actuarial assumptions were used:
Group
2009 2008
Retirement age 58 years 58 years
Mortality table LIC (94-96) duly modified LIC (94-96) duly modified
Attrition rate per annum 53% 55%
Discount rate per annum 7% 8%
Rate of increase in 8% 5%
compensation levels
18. SHARE CAPITAL
Company
2009 2008 2009 2008
Number of ordinary shares US$ US$
Issued ordinary shares
At the beginning of the 40,000,001 - 400,001 -
year/period
Issued for subscriber's - 1 - 1
share
Issued for cash 7,700,000 40,000,000 9,730,120 400,000
consideration
Share issue expenses - - (574,809) -
At the end of the 47,700,001 40,000,001 9,555,312 400,001
year/period
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
On 15 May 2008, the Company was listed on Alternate Investment Market (AIM) of London Stock Exchange in United Kingdoms and issued 7,700,000 ordinary shares at a price of £0.65, which included a premium of £0.64.
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 meeting of the Company. All shares rank equally with regard to the Company's residual assets.
Share issue expenses directly incurred in relation to issue of new shares which are classified as equity are treated as a reduction of the proceeds. Common costs relating to issue of new equity and listing of the Company's shares are allocated on a proportionate basis.
19. RESERVES
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Currency translation reserve
Balance at the beginning of (15,281) - - -
the year/period
Exchange differences on (1,060,968) (15,281) - -
consolidation
Balance at the end of the (1,076,249) (15,281) - -
year/period
Retained profits
Balance at the beginning of 632,642 - (17,625) -
the year/period
(Loss)/Profit for the (2,926,983) 632,642 (1,772,233) (17,625)
year/period
Balance at the end of the (2,294,341) 632,642 (1,789,858) (17,625)
year/period
Total reserves (3,370,590) 617,361 (1,789,858) (17,625)
20. MINORITY INTEREST
Group
2009 2008
US$ US$
Balance at the beginning of the year/period 2,494 -
Cost of investment - 2,502
Loss for the year/period (2,494) (8)
Balance at the end of the year/period - 2,494
The loss absorbed by the equity holders of the Company is US$3,524 (2008: US$Nil).
21. OTHER INCOME
Group Company
2009 09.01.2008 2009 09.01.2008
US$ to US$ to
31.03.2008 31.03.2008
Foreign exchange gain 199,662 - 140,946 -
Interest income 94,160 - 25,508 -
Others 6,925 1,569 - -
300,747 1,569 166,454 -
22. NEGATIVE GOODWILL WRITTEN BACK
In the previous period, negative goodwill written back represented the excess of the fair value of the subsidiaries net identifiable assets over the cost of acquisition at the date of acquisition as the result of a bargain purchase.
23. SERVICES CONSUMED
Group
09.01.2008
2009 to
31.03.2008
US$ US$
Purchases consumed 262,057 15,759
Facility management expenses 679,887 -
Bonuses and wages 16,049,971 2,382,398
Contribution to provident funds 1,162,052 176,759
Others 1,030,712 138,678
19,184,679 2,713,594
24. OPERATING EXPENSES
Group Company
09.01.2008 09.01.2008
2009 to 2009 to
31.03.2008 31.03.2008
US$ US$ US$ US$
Advertisement 11,706 5,172 - -
Bad debt written off 134,684 - - -
Business promotion and 78,098 - 41,296 -
marketing
Entertainment 45,315 - - -
Fringe benefit expenses 56,384 18,240 - -
Insurance 45,886 - 13,954 -
Legal and professional fees 376,115 9,443 94,186 2,827
Postage 13,047 - - -
Printing and stationery 36,199 7,846 - -
Provision for doubtful debts 199,023 14,268 - -
Rental 397,490 60,211 - -
Repair and maintenance 363,644 27,846 - -
Telephone and fax 124,636 14,372 455 -
Travelling 508,417 55,605 3,306 -
Utilities 26,539 - - -
Others 232,675 46,457 42,475 14,798
2,649,858 259,460 195,672 17,625
25. FINANCE COSTS
Group
09.01.2008
2009 to
31.03.2008
US$ US$
Interest on bank overdraft 13,872 50,970
Interest on term loan 47,562 3,737
Interest on finance lease 20,216 3,423
Interest allocated from a related party 247,829 -
Others 78,401 2,203
407,880 60,333
26. (LOSS)/PROFIT BEFORE TAXATION
(Loss)/profit before taxation is arrived at after charging:
Group Company
09.01.2008 09.01.2008
2009 to 2009 to
31.03.2008 31.03.2008
US$ US$ US$ US$
Bad debts written off 134,684 - - -
Staff Contribution to 1,162,052 176,579 - -
provident funds
Directors' remuneration 874,038 156,254 260,668 -
Director CPF contributions 1,390 - 1,390 -
Director fees 44,704 - 44,704 -
Accommodation and office 397,456 60,210 - -
rental
Rental of office equipment 9,563 3,760 - -
27. TAXATION
Group Company
09.01.2008 09.01.2008
2009 to 2009 to
31.03.2008 31.03.2008
US$ US$ US$ US$
Current year taxation:
- Singapore taxation - - - -
- India taxation 234,773 51,965 - -
Deferred tax benefit (Note 6) (549,157) (165,870) - -
(314,384) (113,905) - -
27. TAXATION (*CONT'D)
The current year's income tax benefit varied from the amount of income tax (benefit)/expense determined by applying the applicable Singapore statutory income tax rate of 17% (2008: 18%) to the (loss)/profit before income tax as a result of the following differences:
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Accounting (loss)/profit (3,243,861) 518,729 (1,772,233) (17,625)
Income tax (benefit)/expense
at applicable rate (551,456) 93,371 (301,280) (3,173)
Non taxable income - (135,516) - -
Non allowable expenses 834,566 11,165 301,280 3,173
Difference in tax rate (584,015) 4,889 - -
Accelerated tax depreciation 4,662 1,950 - -
Gratuity - (16,720) - -
Tax losses carried forward - (41,972) - -
Unabsorbed capital allowances - (26,364) - -
Others (18,141) (4,708) - -
(314,384) (113,905) - -
One of the subsidiary companies has unabsorbed tax losses and capital allowances amounting to approximately US$1,794,000 and US$29,000 (2008: US$233,000 and US$146,000), respectively available for offsetting against future taxable income of the subsidiaries for the next seven assessment years subject to conditions imposed by the Indian Income Tax Act.
28. (LOSSES)/EARNINGS PER SHARE
The basic and diluted (losses)/earnings per share for six months have been calculated using the net results attributable to shareholders as the numerator.
Calculation of basic and diluted (losses)/earnings per share are as follows:
09.01.2008
2009 to
31.03.2008
(Losses)/Earnings attributable to equity holders (2,926,983) 632,642
(in US$)
Weighted average number of ordinary shares
outstanding for basic 46,771,782 9,095,891
and diluted (losses)/earnings per share
Basic and diluted (losses)/earnings per share (0.06) 0.07
(US$ per share)
29. OPERATING LEASE COMMITMENTS
At the balance sheet date, the Group and the Company had commitments in respect of operating leases as follows:
Group
2009 2008
US$ US$
Within one year 188,232 186,532
Within two to five years 65,308 43,989
253,540 230,521
Operating lease commitments represent rental payable by the Group for offices and guest houses. The leases have varying terms and renewal rights.
30. OTHER COMMITMENTS
The Company had obtained bank guarantees totalling US$259,937 (2008: US$67,382) in favour of customers with respect to the Company's activities. The bank guarantees are secured by fixed deposits (Note 7) amounting to US$111,933 (2008: US$14,589).
31. RELATED PARTY TRANSACTIONS
An entity or individual is considered a related party of the Group for the purpose of the financial statements if:
(i) it possesses the ability (directly or indirectly) to control or exercise significant influence over the financial and operating decisions of the Group or vice versa; or
(ii) it is subject to common control or common significant influence.
In addition to the information disclosed elsewhere in the financial statements, related party transactions between the Group and Company and its related parties, the following transactions are the significant related party transactions entered into by the Company and the Group on terms agreed between the parties:
Group
09.01.2008
2009 to
31.03.2008
US$ US$
Rent paid to related party 200,110 -
Repayments of loan from related parties 1,166,040 -
Receipts of loan to related parties 53,961 1,063,489
Advances from related parties 40,973 -
Advances to related parties 666,687 54,426
Assets purchased from a shareholder - 5,629
31. RELATED PARTY TRANSACTIONS (*CONT'D)
Details of Related Party Group
Transactions
09.01.2008 09.01.2008
2009 2009 to to
31.03.2008 31.03.2008
US$ US$ US$ US$
Rent paid to related party - 200,110 - -
-Micro Azure Computers Pvt Ltd 200,110 - - -
Repayments of loan from - 1,166,040 - -
related parties
-Peregrine Security Pvt Ltd 1,165,775 - - -
-Peregrine Facilities 265 - - -
Management Systems Pvt Ltd
Receipts of loan to related - 53,961 - 1,063,489
parties
-Peregrine Facilities 18,559 - 1,063,489 -
Management Systems Pvt Ltd
-ADL Management consultants 40 - - -
Pvt Ltd
-Peregrine Safety Systems Pvt 35,362 - - -
Ltd
Advances from related parties - 40,973 - -
-ADL Management consultants 39,254 - - -
Pvt Ltd
-Micro Azure Computers Pvt Ltd 1,719 - - -
Advances to related parties - 666,687 - 54,426
-Peregrine Security Pvt Ltd 666,687 - - -
-Peregrine Facilities - - 18,558 -
Management Systems Pvt Ltd
-Peregrine Safety Systems Pvt - - 35,362 -
Ltd
ADL Management consultants Pvt - - 506 -
Ltd
Assets purchased from a - - - 5,629
shareholder
-Manjit Rajain - - 5,629
31. RELATED PARTY TRANSACTIONS (*CONT'D)
Compensation of directors and key management personnel
The remuneration of directors and other members of key management of the Group during the financial year/period are as follows:
Group
09.01.2008
2009 to
31.03.2008
US$ US$
Short-term benefits 874,038 156,254
32. IMMEDIATE AND ULTIMATE HOLDING COMPANY
The Company's immediate and ultimate holding Company is Mancom Holdings Limited, a Company incorporated in the British Virgin Islands.
33. FINANCIAL RISK AND CAPITAL RISK MANAGEMENT
a) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available. Group's financial liabilities which give rise to liquidity risk have been summarised below:
Due in
Due within 6 to 12 months Due in
6 months 1 to 5 years
US$ US$ US$
2009
Trade payables 399,627 - -
Other payables 2,733,403 - -
Borrowings 42,102 48,116 151,820
Finance lease 29,348 31,412 78,812
3,204,480 79,528 230,632
2008
Trade payables 1,357,639 32,821 -
Other payables 2,672,873 - - -
Borrowings 322,367 46,685 237,883
Finance lease 20,804 22,225 97,271
4,373,683 101,731 335,154
b) Foreign currency risk
The Group is not exposed to currency translation risk as almost all of its transactions are denominated in Indian rupees except for certain transactions in United States dollars and Pound Sterling.
c) Credit risk
Credit risk is managed through adopting the policy of dealing only with customers having an appropriate credit history and the application of monitoring procedures. The carrying amount of each financial asset in the balance sheet represents the Group's maximum exposure to credit risk. The Company has no significant concentrations of credit risk with any single customer.
The credit risk for trade receivables is mainly concentrated in India and the ageing analysis for the trade receivables of the Group and the Company as at year end are as follows:
Group
2009 2008
US$ US$
Due less than 3 months 3,893,786 3,032,059
Due between 3 - 6 months 339,952 200,551
Due between 6 - 12 months 208,759 351,921
Due more than 12 monhts 188,500 105,798
4,630,997 3,690,329
d) Interest rate risk
The Group's exposure to market risk for changes in interest rates is disclosed in notes 9, 15 and 16 to the financial statements.
e) Fair values
The carrying amounts of cash and cash equivalents, trade and other receivables, related party balances, trade and other payables, current portion of finance lease and borrowings approximate their fair values due to their short-term nature.
f) Capital risk
The Group's objectives when managing capital are: to safeguard the Group and the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. The management sets the amount of capital in proportion to risk. The management manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The board of directors monitors the Group's capital based on net debt and total capital. Net debt is calculated as trade payables, other payables, finance lease, bank overdraft, retirement benefit obligations and borrowings less cash and bank balances. Total capital is calculated as equity plus net debt.
Group Company
2009 2008 2009 2008
US$ US$ US$ US$
Net debt 1,627,909 4,713,453 (907,247) 563,514
Total equity 6,184,722 1,019,856 7,765,454 382,376
Total capital 7,812,631 5,733,309 6,858,207 945,890
The Company is not subject to externally imposed capital requirements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2009 (*CONT'D)
34. SEGMENT REPORTING
Facilities management services Guarding Other Total
services operations Eliminations operations
2009 2008 2009 2008 2009 2008 2009 2008 2009 2008
US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
Total external revenue 1,709,993 23,486 21,104,590 3,368,573 476,082 - - - 23,290,665 3,392,059
Inter-segment revenue 216,497 - 253,793 591 - - (470,290) (591) - -
Total segment revenue 1,926,490 23,486 21,358,383 3,369,164 476,082 - (470,290) (591) 23,290,665 3,392,059
Segment results (1,983,445) (232,852) 865,054 178,061 54,643 - (1,063,748) (54,791)
Unallocated expenses (1,938,687) (17,625)
Unallocated income 166,454 651,478
Results from operating activities (2,835,981) 579,062
Finance expenses (5,107) (329) (402,495) (60,004) (278) - (407,880) (60,333)
Income tax expense 491,540 126,906 (181,857) (13,001) 4,701 - 314,384 113,905
(Loss)/profit for the year (2,929,477) 632,634
Segment assets 5,262,936 919,640 8,293,731 5,529,848 68,422 - (3,862,062) (845,577) 9,763,027 5,603,911
Unallocated assets 1,302,744 556,243
Consolidated assets 11,065,771 6,160,154
Segment liabilities 876,041 779,710 7,019,693 4,259,839 74,767 - (3,476,417) (467,793) 4,494,084 4,571,756
Unallocated liabilities 386,965 568,542
Consolidated liabilities 4,881,049 5,140,298
Other segment items
Capital expenditure 130,331 13,656 241,838 84,392 - -
Depreciation 15,828 271 145,825 20,130 - -
*The financial statements cover financial period from 9 January 2008 to 31 March 2008
35. SHARE BASED EMPLOYEE REMUNERATION
The Board of Directors of the Company resolved on 14 July 2009 to cancel the share options scheme with retrospective effect.
36. SUBSEQUENT EVENTS
On 22 June 2009, Tenon Property Services Pvt Ltd acquired 100% shares in Rotopower Project Pvt Ltd (Rotopower), a Company incorporated in India. Rotopower Project Pvt Ltd is engaged in the business of mechanical and engineering maintenance, housekeeping and also providing services to telecom tower companies at the tower sites for the maintenance and running of the electrical equipments etc.
Tenon Property Services Pvt Ltd acquired 21,500 shares of Rotopower for a consideration of INR 100 million (US$1.9 million). The acquisition was made by Tenon Property Services Pvt Ltd out of the funds raised from the listing on AIM. In settlement for the acquisition, the Tenon Property Services Pvt Ltd made an upfront payment of INR 85 million (US$1.6 million). Further, as a part of deal structure, the Company is entitled to be indemnified by the selling shareholders (Indemnifier) towards contingencies and representations and warranties listed in the Share purchase agreement. The balance purchase consideration of INR 15 million (US$0.3 million) will be paid after 2 years from the date of closing.
37. COMPARATIVE FIGURES
The financial statements for the year ended 31 March 2009 cover the financial period from 1 April 2008 to 31 March 2009 while the previous financial statements cover the financial period from 9 January 2008 to 31 March 2008; hence, the income statement, changes in equity, cash flows and related notes are not comparable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR PUUPARUPBPUA
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