Final Results
Univision Engineering Limited
("UniVision" or the "Company")
Final Results for the year ended 31 March 2013
DATE: 17 September 2013
UniVision, the Hong Kong based group whose principal activities are the supply, design, installation and maintenance of closed circuit television and surveillance systems, and the sale of security related products, today announces its audited final results for the year ended 31 March 2013. The full Annual Report and Accounts and Notice of AGM, to be held at UniVision Engineering Limited, 8/F Lever Tech Centre, 69-71 King Yip Street, Kwun Tong, Kowloon, Hong Kong, on 21 October 2013 at 5:00 p.m., will shortly be posted to shareholders and be made available on the Company's website, www.uvel.com.
Highlights:
· Turnover decreased by 6% to £7.3m (2012: £7.8m);
· Net cash generated from operating activities £48K (2012: £0.4m);
· Profit before income tax was £0.2m (2012: £1.8m), decrease mainly due to the forgiveness of interest and principal of £2m in 2012
· Basic earnings per share were to 0.02p (2012: 0.47p).
· Proposed payment of final dividend of HK 0.78 cents per share
For further information, please contact:
|
UniVision Engineering Limited |
+852 2389 3256 |
|
Stephen Koo, Chairman |
|
|
Chun Hung Wong, CEO
|
|
|
Nicholas Lyth, Non-Executive Director
|
+44 (0) 7769 906686 |
|
|
|
|
Zeus Capital Limited (Nominated Adviser and Broker) |
|
|
Tim Metcalfe |
+44 (0) 207 533 7714 |
|
John Depasquale |
|
CHAIRMAN'S STATEMENT
INTRODUCTION
I am pleased to report the Group's audited results for the financial year ended 31 March 2013.
Revenue from the Group's Security and Surveillance Systems business remained stable. A slight drop of revenue in Hong Kong was made up by growth of revenue in Taiwan during the year. The drop of revenue in Hong Kong was mainly due to a decline in new product sales. We remain focused on maintenance services. This business is particularly attractive as it generates stable cash flow. Our order book shows significant growth compared to last year and we expect that the Hong Kong order book will improve over the coming years due to the pipeline of large infrastructure projects.
The sale of the Group's interest in its shopping mall project in Zhongshan has moved to the arbitration process. We will keep the market informed of any updates. We remain committed to expanding our Electrical and Mechanical ("E&M") business but it is subject to the availability of additional funding and we are exploring various methods to obtain extra funding.
The Directors remain confident of the future of Univision and are optimistic about the Group's prospects.
FINANCIAL REVIEW
The profit attributable to the equity holders of the Company is £92K (2012: £1.8m). The difference is due to last year the Group recognised a gain from forgiveness of interest and principal due from its former major shareholder totalling £2m. The Group has provided for an impairment loss on trade and other receivables totalling £0.2m (2012: £0.4m).
The Group generated positive net cash of £48K from its operating activities in the current year (2012: £0.4m). It maintained the cash and cash equivalents at 31 March 2013 of £0.6m (31 March 2012: £0.5m).
During the year under review the relative strengthening in the HK$ against sterling has led to a 1.7% appreciation in the GBP reporting amount in the Consolidated Statement of Comprehensive Income. Also, a relative strengthening closing rate at the year-end in the HK$ against sterling has led to a 5.5% appreciation in the GBP reporting amount in the Consolidated Balance Sheet. All figures in the Financial Statements therefore needed to be adjusted for comparison purposes.
Turnover in the year was decreased by 6% to £7.3m (2012: £7.8m). This decrease was mainly due to the reduction of £0.4m both in the Group's product sales income and E&M business which was mainly caused by loss of sales to a one-off customer and decrease in sales orders from the existing customers due to increased market competition. The delay in the PRC construction project was the reason for the decrease in E&M business income
The revenue from the construction contracts division (excluded the E&M business) recorded a growth of 7.8% and 6.7% respectively in Hong Kong and Taiwan even with increased market competition. The Group's maintenance contracts fell 3% compared with last year due to fewer large orders from MTR Corporation Limited.
The Group's Security and Surveillance Systems business continues to provide stable cash flows. The major customers in the Security and Surveillance Systems business are public organisations and sizeable private enterprises, such as MTR Corporation Limited in Hong Kong, which provide regular orders and reliable payment schedules. The maintenance contract with MTR Corporation Limited has been renewed for a further three year commencing January 2012. Further, the Group was awarded a new construction contract by Hong Kong Government as announced in August 2012, for the Kai Tak Cruise Terminal with a contract value of HK$10.96m. It further strengthens the Group's position in the Security and Surveillance Systems business in Hong Kong. Most of the revenue for this project will be booked in the first half financial year of 2013/14.
The Directors believe there will be higher demand for Security and Surveillance Systems business from the local government infrastructure projects and from the commercial sector, such as the extension lines of MTR in Hong Kong. We anticipate that the Group's turnover from this division will grow. The Management remain optimistic of the ability of the Group to compete in this highly competitive market place.
Gross profit margin increased to 30.8% (2012: 29.2%). The major reason for this increase in was the improved gross profit from the Taiwan's maintenance contracts. These increased from 23% to 34% due to better pricing and cost control in projects. It did not though affect the growth in the value of Taiwan maintenance contracts in this current year. The increase in Gross Profit from38% to 42% in the Group's Hong Kong construction contracts and the increase in Gross Profit from 22% to 31% in the Group's product sales business also contributed to the increase. These increases were offset to an extent by the effect of increasing material costs, wages and sub-contracting charges due to inflation during the year.
Administration expenses remain constant at £1.7m (2012: £1.7m) mainly due to effective cost control .Finance costs dropped significantly during the year for the non-cash provision of financial guarantee liability in respect of a secured financing arrangement £ 304,831 in last year. The outstanding interest- free loan of US$3.95m due to Mayne Management Limited, the former shareholder of the Group, is repayable on 31 March, 2014.
Our Taiwan subsidiary has improved and it declared a dividend of TWD3.2m (HK$0.84m) during the year. The holding company received the dividend HK$0.44m in December 2012 after deducting the withholding tax.
No significant capital investment occurred in the current year.
Profit before Interest and Tax (PBIT) was £0.3m (2012: £2.1m). Net profit before income tax was £0.2m (2012: £1.8m). Basic earning per share for this year was 0.02p (2012: 0.47p).
The directors propose that the payment of a final dividend respect of 2013 of 0.78 HK cents (gross)per share for the financial year ended 31 March, 2013.(2012: Nil). The dividend timetable is as follows:
Ex date 25 September 2013-09-16
Record date . 27 September
Payment date 23 October
The dividend is subject to approved by shareholders at the Annual General Meeting and has not been included as a liability in the financial statements.
BUSINESS REVIEW
Markets
High Definition CCTV system has been a hot topic in recent time as IMS Research released the Video Surveillance Trends for 2013 about the predictions of key trends and opportunities in the video surveillance industry for 2013 and beyond. It has become more popular and a wide variety of equipment is available to the market. Apart from megapixel resolution network security cameras, which are predicted to out-sell standard resolution network security cameras, High Definition Serial Digital Interface (HD-SID) camera, which provides high definition real time and no latency video via coaxial cable are becoming another popular choice. It is ideally suited for existing analogue systems to migrate to High Definition system, as the existing cabling infrastructure can be re-used which reduces the expenditures of new cabling infrastructure. It also eliminates the requirement for further investment on IT infrastructure employed on IP based system.
We have identified a number of good suppliers, manufacturers as well as technology partners, to provide complete solutions to our customers using the latest available technology. Some pilot projects are underway. The Board is confident that we can exploit these opportunities in the coming years due to the expected growth of demand.
Our representative in the region of United Arab Emirates for CCTV business has made some progress. Some projects are under negotiation and we expect to get the results soon. We are exploring this model to expand our business overseas.
Our objective for the expansion of our Electrical and Mechanical ("E&M") business remains. However, due to the lack of available capital no new E&M contracts are currently being undertaken. The Board regards the extension of its activities in "Electrical and Mechanical" as the next step in delivering shareholder value.
Acquisitions and Investments
The Group continues to assess possible opportunities of new investments with a view to making a further strategic move.
PROSPECTS
Though we anticipate that the Taiwan business will slow down in the coming year, we are optimistic that our Security and Surveillance business will remain stable as we can see a strong pipeline of infrastructure projects in Hong Kong. The Board expect that the growing demand for its Network and the High Definition Security and Surveillance products will enable the Group to continue to prosper in these markets.
The growth of the E&M business remains the main priority for the Group. We are seeking ways to raise additional funds to undertake these capital intensive projects and seek potential opportunities to work with other strategic partners to enable us to exploit this business.
Finally, on behalf of the Board, I would like to thank our customers, suppliers and shareholders' for their continued support of UniVision. I would also like to acknowledge the hard work of the management and all the staff for their contribution and dedication to the Group.
MR. STEPHEN SIN MO KOO
EXECUTIVE CHAIRMAN
16 September 2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2013
|
|
Note |
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Revenue |
|
7,313,425 |
|
7,780,444 |
|
|
|
|
|
|
|
Cost of sales |
|
(5,060,805) |
|
(5,505,251) |
|
|
|
|
|
|
|
Gross profit |
|
2,252,620 |
|
2,275,193 |
|
|
|
|
|
|
|
Other income |
8 |
17,775 |
|
24,629 |
|
Selling and distribution expenses |
|
(106,807) |
|
(94,583) |
|
Administrative expenses |
|
(1,696,030) |
|
(1,696,706) |
|
Impairment loss recognised on trade and other receivables |
10 |
(188,148) |
|
(427,642) |
|
Gain from forgiveness of interest and principal |
25(b) |
- |
|
2,031,901 |
|
Finance costs |
9 |
(37,727) |
|
(350,067) |
|
|
|
|
|
|
|
Profit before income tax |
10 |
241,683 |
|
1,762,725 |
|
|
|
|
|
|
|
Income tax expense |
13 |
(57,278) |
|
(15,700) |
|
|
|
|
|
|
|
Profit for the year |
|
184,405 |
|
1,747,025 |
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
Exchange differences arising on translation of foreign operations |
|
615,952 |
|
384,304 |
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
800,357 |
|
2,131,329 |
|
|
|
|
|
|
|
Profit / (loss) attributable to : |
|
|
|
|
|
Equity holders of the Company |
|
92,143 |
|
1,798,569 |
|
Non-controlling interests |
|
92,262 |
|
(51,544) |
|
|
|
|
|
|
|
|
|
184,405 |
|
1,747,025 |
|
|
|
|
|
|
|
Total comprehensive income / (loss) attributable to: |
|
|
|
|
|
Equity holders of the Company |
|
697,526 |
|
2,181,901 |
|
Non-controlling interests |
|
102,831 |
|
(50,572) |
|
|
|
|
|
|
|
|
|
800,357 |
|
2,131,329 |
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
Basic |
14 |
0.02p |
|
0.47p |
|
Diluted |
14 |
0.02p |
|
0.47p |
All revenues are from continuing operations.
CONSOLIDATED BALANCE SHEET
As at 31 March 2013
|
|
Note |
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
|
Plant and equipment |
16 |
86,833 |
|
109,766 |
|
Goodwill |
17 |
25,830 |
|
25,830 |
|
Trade and other receivables |
21 |
1,436,027 |
|
1,340,393 |
|
|
|
|
|
|
|
Total non-current assets |
|
1,548,690 |
|
1,475,989 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
19 |
1,134,747 |
|
1,091,389 |
|
Trade and other receivables |
21 |
15,952,660 |
|
14,643,264 |
|
Cash and bank balances |
22 |
585,046 |
|
504,323 |
|
|
|
|
|
|
|
Total current assets |
|
17,672,453 |
|
16,238,976 |
|
|
|
|
|
|
|
Total assets |
|
19,221,143 |
|
17,714,965 |
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
23 |
4,534,103 |
|
4,221,000 |
|
Current tax liability |
24(a) |
1,350,264 |
|
1,233,412 |
|
Loan and borrowings |
25 |
3,528,205 |
|
3,235,052 |
|
Financial guarantee liabilities |
31 |
332,588 |
|
310,438 |
|
Obligation under finance lease |
26 |
7,522 |
|
8,062 |
|
|
|
|
|
|
|
Total current liabilities |
|
9,752,682 |
|
9,007,964 |
|
|
|
|
|
|
|
Non-current liability |
|
|
|
|
|
Obligation under finance lease |
26 |
15,669 |
|
21,918 |
|
|
|
|
|
|
|
Total liabilities |
|
9,768,351 |
|
9,029,882 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
27 |
1,697,617 |
|
1,697,617 |
|
Reserves |
|
7,470,794 |
|
6,773,268 |
|
|
|
|
|
|
|
Equity attributable to equity holders of the Company |
9,168,411 |
|
8,470,885 |
|
|
|
|
|
|
|
|
Non-controlling interests |
|
284,381 |
|
214,198 |
|
|
|
|
|
|
|
Total equity |
|
9,452,792 |
|
8,685,083 |
|
|
|
|
|
|
|
Total liabilities and equity |
|
19,221,143 |
|
17,714,965 |
COMPANY BALANCE SHEET
As at 31 March 2013
|
|
Note |
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
|
Plant and equipment |
16 |
33,521 |
|
36,798 |
|
Investment in subsidiary undertakings |
18 |
3,093,724 |
|
2,814,159 |
|
|
|
|
|
|
|
Total non-current assets |
|
3,127,245 |
|
2,850,957 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
19 |
803,163 |
|
756,769 |
|
Trade and other receivables |
21 |
1,683,139 |
|
1,510,299 |
|
Cash and bank balances |
22 |
456,758 |
|
432,672 |
|
|
|
|
|
|
|
Total current assets |
|
2,943,060 |
|
2,699,740 |
|
|
|
|
|
|
|
Total assets |
|
6,070,305 |
|
5,550,697 |
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
23 |
1,369,206 |
|
1,337,418 |
|
Loan and borrowings |
25 |
2,621,723 |
|
2,493,966 |
|
Obligation under finance lease |
26 |
7,522 |
|
8,062 |
|
|
|
|
|
|
|
Total current liabilities |
|
3,998,451 |
|
3,839,446 |
|
|
|
|
|
|
|
Non-current liability |
|
|
|
|
|
Obligation under finance lease |
26 |
15,669 |
|
21,918 |
|
|
|
|
|
|
|
Total liabilities |
|
4,014,120 |
|
3,861,364 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
27 |
1,697,617 |
|
1,697,617 |
|
Reserves |
|
358,568 |
|
(8,284) |
|
|
|
|
|
|
|
Total equity |
|
2,056,185 |
|
1,689,333 |
|
|
|
|
|
|
|
Total liabilities and equity |
|
6,070,305 |
|
5,550,697 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2013
|
|
|
Share capital |
|
Share premium |
|
Retained earnings/ (accumulated losses) |
|
Special capital reserve "A" |
|
Special capital reserve "B" |
|
Statutory surplus reserves |
|
Translation reserve |
|
Sub-total |
|
Non-controlling interest |
|
Total equity |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
(Note 1) |
|
|
|
(Note 2) |
|
(Note 3) |
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2011 |
|
1,697,617 |
|
2,192,640 |
|
467,159 |
|
155,876 |
|
143,439 |
|
- |
|
1,632,253 |
|
6,288,984 |
|
264,770 |
|
6,553,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/ (loss) for the year |
|
- |
|
- |
|
1,798,569 |
|
- |
|
- |
|
- |
|
- |
|
1,798,569 |
|
(51,544) |
|
1,747,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange difference arising on translation of foreign operations |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
383,332 |
|
383,332 |
|
972 |
|
384,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
- |
|
- |
|
1,798,569 |
|
- |
|
- |
|
- |
|
383,332 |
|
2,181,901 |
|
(50,572) |
|
2,131,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
1,697,617 |
|
2,192,640 |
|
2,265,728 |
|
155,876 |
|
143,439 |
|
- |
|
2,015,585 |
|
8,470,885 |
|
214,198 |
|
8,685,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
- |
|
- |
|
92,143 |
|
- |
|
- |
|
- |
|
- |
|
92,143 |
|
92,262 |
|
184,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend distributed by a subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(32,648) |
|
(32,648) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to statutory surplus reserves |
|
- |
|
- |
|
(7,927) |
|
- |
|
- |
|
7,927 |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange difference arising on translation of foreign operations |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
605,383 |
|
605,383 |
|
10,569 |
|
615,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
- |
|
- |
|
84,216 |
|
- |
|
- |
|
7,927 |
|
605,383 |
|
697,526 |
|
70,183 |
|
767,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
1,697,617 |
|
2,192,640 |
|
2,349,944 |
|
155,876 |
|
143,439 |
|
7,927 |
|
2,620,968 |
|
9,168,411 |
|
284,381 |
|
9,452,792 |
The currency translation from Hong Kong Dollars ("HK$") to the presentational currency of Sterling Pound ("£")used in the financial statements has no impact on the available distributable reserves of the Company at 31 March 2013.
Notes:
1. Share premium
The Company may by resolution reduce the share premium account in any manner authorised and subject to any conditions prescribed by law.
2. Special capital reserve "A"
Pursuant to the Order of the High Court dated 20 November 2004, any future recoveries of the Company's accumulated provision for obsolete inventories and provision for bad debts amounting to HK$1,935,002 and HK$3,592,540 respectively will be credited to non-distributable special capital reserve "A" account.
3. Special capital reserve "B"
By a special resolution passed on 30 July 2004 and Order of the High Court dated 20 November 2004, the authorised and issued capital of the Company was reduced from HK$159,245,000 divided into 31,849 ordinary shares of HK$5,000 each to HK$16,405,000 divided into 3,281 ordinary shares of HK$5,000 each. The reduction of capital was effected by cancellation of 28,568 ordinary shares of HK$5,000 each in the issued and paid up share capital of the Company. The Company established a non-distributable special capital reserve "B" account into which HK$2,071,307 was credited as a result of the capital reduction.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2013
|
|
|
Share capital |
|
Share premium |
|
Retained earnings/ (accumulated losses) |
|
Special capital reserve "A" |
|
Special capital reserve "B" |
|
Translation reserve |
|
Total equity/ (capital deficiency) |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2011 |
|
1,697,617 |
|
2,192,640 |
|
(5,159,781) |
|
155,876 |
|
143,439 |
|
494,578 |
|
(475,631) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
- |
|
- |
|
2,160,317 |
|
- |
|
- |
|
- |
|
2,160,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange difference arising on translation of foreign operations |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,647 |
|
4,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
- |
|
- |
|
2,160,317 |
|
- |
|
- |
|
4,647 |
|
2,164,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
1,697,617 |
|
2,192,640 |
|
(2,999,464) |
|
155,876 |
|
143,439 |
|
499,225 |
|
1,689,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
- |
|
- |
|
257,598 |
|
- |
|
- |
|
- |
|
257,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange difference arising on translation of foreign operations |
|
- |
|
- |
|
- |
|
- |
|
- |
|
109,254 |
|
109,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
- |
|
- |
|
257,598 |
|
- |
|
- |
|
109,254 |
|
366,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
1,697,617 |
|
2,192,640 |
|
(2,741,866) |
|
155,876 |
|
143,439 |
|
608,479 |
|
2,056,185 |
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2013
|
|
Note |
2013 |
|
2012 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
Profit before income tax |
|
241,683 |
|
1,762,725 |
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Non-cash finance costs |
|
- |
|
304,831 |
|
|
Finance costs paid |
|
37,726 |
|
45,236 |
|
|
Interest income recognised in profit or loss |
8 |
(1,516) |
|
(805) |
|
|
Depreciation of plant and equipment |
16 |
65,904 |
|
78,402 |
|
|
Allowance for obsolete inventories |
10 |
27,585 |
|
31,061 |
|
|
Impairment loss recognised on trade and other receivables |
10 |
188,148 |
|
427,642 |
|
|
Gain on disposal of plant and equipment |
10 |
(510) |
|
(281) |
|
|
Gain from forgiveness of interest and principal |
25(b) |
- |
|
(2,031,901) |
|
|
|
|
|
|
|
|
|
|
|
559,020 |
|
616,910 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Increase in inventories |
|
(13,029) |
|
(214,364) |
|
|
Increase in trade and other receivables |
|
(506,618) |
|
(37,430) |
|
|
Increase in trade and other payables |
|
35,950 |
|
65,578 |
|
|
|
|
|
|
|
|
|
Cash generated from operations |
|
75,323 |
|
430,694 |
|
|
|
|
|
|
|
|
|
Income tax paid |
|
(27,793) |
|
(9,024) |
|
|
|
|
|
|
|
|
|
Net cash generated from operating activities |
|
47,530 |
|
421,670 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Interest received |
8 |
1,516 |
|
805 |
|
|
Purchase of plant and equipment |
|
(38,549) |
|
(43,409) |
|
|
Proceeds from disposal of plant and equipment |
|
510 |
|
281 |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(36,523) |
|
(42,323) |
|
|
|
Note |
2013 |
|
2012 |
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Interest paid |
|
(37,726) |
|
(45,236) |
|
|
Dividend paid |
|
(32,648) |
|
- |
|
|
Repayment of obligation under finance lease |
|
(8,175) |
|
(10,291) |
|
|
Proceed from loan and borrowings |
|
112,060 |
|
- |
|
|
Repayment of loan and borrowings |
|
- |
|
(849,081) |
|
|
|
|
|
|
|
|
|
Net cash from/(used in) financing activities |
|
33,510 |
|
(904,608) |
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
44,517 |
|
(525,261) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
504,323 |
|
1,023,526 |
|
|
|
|
|
|
|
|
|
Effect of changes in exchange rates |
|
36,206 |
|
6,058 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
22 |
585,046 |
|
504,323 |
|
|
|
|
|
|
|
|
COMPANY STATEMENT OF CASH FLOWS
For the year ended 31 March 2013
|
|
Note |
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
Profit before income tax |
|
257,598 |
|
2,160,317 |
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
Non-cash finance costs |
|
|
|
- |
|
Finance costs paid |
|
1,361 |
|
1,800 |
|
Interest income recognised in profit or loss |
|
(1,275) |
|
(572) |
|
Depreciation of plant and equipment |
16 |
15,081 |
|
6,760 |
|
Dividend income |
|
(35,631) |
|
- |
|
Impairment loss recognised on investment in subsidiary undertakings |
18 |
- |
|
154,648 |
|
Impairment loss recognised on trade and other receivables |
|
- |
|
40,387 |
|
Gain from forgiveness of interest and principal |
|
- |
|
(2,031,901) |
|
|
|
|
|
|
|
|
|
237,134 |
|
331,439 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
Increase in inventories |
|
(2,359) |
|
(53,889) |
|
(Increase)/decrease in trade and other receivables |
|
(87,899) |
|
70,646 |
|
Increase in amounts due from subsidiaries |
|
(111,362) |
|
(483,001) |
|
(Decrease)/increase in trade and other payables |
|
(43,944) |
|
363,241 |
|
|
|
|
|
|
|
Net cash (used in)/generated from operating activities |
|
(8,430) |
|
228,436 |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Interest received |
|
1,275 |
|
572 |
|
Purchase of plant and equipment |
|
(9,894) |
|
(6,711) |
|
Dividend received |
|
35,631 |
|
- |
|
Proceeds from disposal of plant and equipment |
|
- |
|
- |
|
|
|
|
|
|
|
Net cash from/(used in) investing activities |
|
27,012 |
|
(6,139) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Interest paid |
|
(1,361) |
|
(1,800) |
|
Repayment of obligation under finance lease |
|
(8,175) |
|
(10,291) |
|
Repayment of loan and borrowings |
|
(16,316) |
|
(641,231) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
(25,852) |
|
(653,322) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(7,270) |
|
(431,025) |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
432,672 |
|
859,245 |
|
|
|
|
|
|
|
Effect of changes in exchange rates |
|
31,356 |
|
4,452 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
22 |
456,758 |
|
432,672 |
|
|
|
|
|
|
1. GENERAL
UniVision Engineering Limited ("the Company") is incorporated in Hong Kong with limited liability and its shares are listed on the Alternative Investment Market of the London Stock Exchange ("AIM"). The address of the registered office is 8/F Lever Tech Centre, 69-71 King Yip Street, Kwun Tong, Kowloon, Hong Kong.
The Company and its subsidiaries (hereinafter collectively referred to as the "Group") are engaged in the supply, design, installation and maintenance of closed circuit television and surveillance systems, the sale of security system related products and provision for electronic and mechanical services. The principal activities of its subsidiaries are set out in note 18 to the financial statements.
2. BASIS OF PREPARATION
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
The financial statements have been prepared underthe historical costconvention basis, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement and assumptions in the process of applying its accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs")
(i) New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 January 2012 and relevant to the Company:
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning 1 January 2012 that would be expected to have a material impact on the Company.
(ii) New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 January 2012 but not currently relevant to the Company:
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2012, and have not been applied in preparing the financial statements. None of these is expected to have a significant effect on the financial statements of the Company.
Amendments to IFRS 1, 'First time adoption' on fixed dates and hyperinflation. The first amendment replaces references to a fixed date of 1 January 2004 with "the date of transition to IFRSs", thus eliminating the need for companies adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs. The second amendment provides guidance on how an entity should resume presenting Financial Information in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation.
- IFRS 7, 'Financial instruments: Disclosures' was amended in October 2012 for the transfer of financial assets. These amendments are as part of the IASB's comprehensive review of off Statement of Financial Position activities. The amendments promote transparency in the reporting of transfer transactions and improve users' understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position, particularly those involving securitisation of financial asset.
- Amendments to IAS 12, 'Income Taxes' on deferred tax. Currently IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in IAS 40 Investment Property. Hence this amendment introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. As a result of the amendments, SIC 21, 'income taxes - recovery of revalued non-depreciable assets', would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC 21, which is accordingly withdrawn.
(iii) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2012 and not early adopted are as follows.
Unless otherwise stated, the Directors are assessing the possible impact of the following standards on the Company:
- IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics for the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015. The Company will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.
- IFRS 10 "Consolidated Financial Statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated Financial Information of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. This standard is effective for periods beginning on or after 1 January 2013;
- IFRS 11 "Joint Arrangements" provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. This standard is effective for periods beginning on or after 1 January 2013;
- IFRS 12 "Disclosure of Interests in Other Entities" is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is effective for periods beginning on or after 1 January 2013;
- Amendments to IFRS 10, 'Consolidated Financial Statements', IFRS 11, 'Joint Arrangements and IFRS 12, 'Disclosure of Interests in Other Entities', provide additional transition relief to IFRSs 10,11 and 12 by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. For disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information for periods before IFRS 12 is first applied. The Company is yet to assess the full impact of these amendments and intends to adopt the amended standards no later than the accounting period beginning on or after 1 January 2013.
- IFRS 13 "Fair Value Measurement" improves consistency and reduces complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. It does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards. This standard is effective for periods beginning on or after 1 January 2013;
- Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" require that first-time adopters apply the requirements in IFRS 9 "Financial Instruments" and IAS 20 "Accounting for Government Grants and Disclosure of Government Assistance" prospectively to government loans existing at the date of transition to IFRSs. Entities may choose to apply the requirements retrospectively if the information needed to do so had been obtained at the time of initially accounting for the loan. This standard is effective for annual periods beginning on or after 1 January 2013.
- IAS 27 "Separate Financial Statements" replaces the current version of IAS 27 "Consolidated and Separate Financial Statements" as a result of the issue of IFRS 10 (see above). This revised standard is effective for periods beginning on or after 1 January 2013;
- IAS 28 "Investments in Associates and Joint Ventures" replaces the current version of IAS 28 "Investments in Associates" as a result of the issue of IFRS 11 (see above). This revised standard is effective for periods beginning on or after 1 January 2013;
- Amendments to IAS 19 "Employment Benefits" eliminate the option to defer the recognition of gains and losses, known as the "corridor method"; streamline the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring remeasurements to be presented in other comprehensive income; and enhance the disclosure requirements for defined benefit plans, providing better information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in those plans. This standard is effective for annual periods beginning on or after 1 January 2013;
- Amendments to IAS 32 "Financial Instruments: Presentation" add application guidance to address inconsistencies identified in applying some of the criteria when offsetting financial assets and financial liabilities. This includes clarifying the meaning of "currently has a legally enforceable right of set-off" and that some gross settlement systems may be considered equivalent to net settlement. This standard is effective for annual periods beginning on or after 1 January 2014;
- 'Annual Improvements 2009 - 2011 Cycle' sets out amendments to various IFRSs as follows:
§ An amendment to IFRS 1, 'First-time Adoption' clarifies whether an entity may apply IFRS 1:
(a) if the entity meets the criteria for applying IFRS 1 and has applied IFRS 1 in a previous reporting period; or
(b) if the entity meets the criteria for applying IFRS 1 and has applied IFRSs in a previous reporting period when IFRS 1 did not exist.
§ The amendment to IFRS 1 also addresses the transitional provisions for borrowing costs relating to qualifying assets for which the commencement date for capitalization was before the date of transition to IFRSs.
§ An amendment to IAS 1, 'Presentation of Financial Statements' clarifies the requirements for providing comparative information:
(a) for the opening Statement of Financial Position when an entity changes accounting policies, or makes retrospective restatements or reclassifications; and
(b) when an entity provides Financial Statements beyond the minimum comparative information requirements.
§ An amendment to IAS 16, 'Property, Plant and Equipment' addresses a perceived inconsistency in the classification requirements for servicing equipment.
§ An amendment to IAS 32, 'Financial Instruments: Presentation' addresses perceived inconsistencies between IAS 12, 'Income Taxes' and IAS 32 with regard to recognizing the consequences of income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction.
§ An amendment to IAS 34, 'Interim Financial Reporting' clarifies the requirements on segment information for total assets and liabilities for each reportable segment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.1 Basis of consolidation
(a) Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisitions related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets.Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments.
Cost also includes direct attributable costs of investment. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(b) Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
4.2 Seggent reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incurs expenses, including revenues and expenses that relate to transactions with other components of the Group. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.
4.3 Foreign currency
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated and company financial statements are presented in Sterling Pound ("£"), which is the Group's presentation currency. As the Company is listed on AIM, the directors consider that this presentation is more useful for its current and potential investors.
The functional currency of the Group's entity is summarised as follows:
|
1. |
UniVision Engineering Limited |
|
Hong Kong Dollars |
("HK$") |
|
2. |
T-Com Technology Co. Limited |
|
New Taiwan Dollars |
("NTD") |
|
3. |
Leader Smart Engineering Limited |
|
Hong Kong Dollars |
("HK$") |
|
4. |
Leader Smart Engineering (Shanghai) Limited ("LSSH") |
|
Renminbi Yuan |
("RMB") |
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.
Foreign exchange gains and losses that relate to borrowings and cash and bank balances are presented in the income statement within "finance income or cost". All other foreign exchange gains and losses are presented in the statement of comprehensive income within "administrative expense" or "other income".
Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences in respect of changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in other comprehensive income.
(c) Group companies
The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
(iii) all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
4.4 Plant and equipment
Plant and equipment are initially recognised at cost and subsequently carried 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.
On disposal of an item of plant and equipment, the difference between the net disposal proceeds and its carrying amount is taken to profit or loss.
Depreciation is calculated using the straight-line method to allocate their depreciable amounts over the estimated useful lives as follows:
|
Furniture and fixtures |
3 - 5 years |
|
Computer equipment |
2 to 5 years |
|
Motor vehicles |
3 years |
|
Research assets |
3 to 5 years |
Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets.
The residual values, useful life and depreciation method are reviewed at the end of each reporting period to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of plant and equipment. The effects of any revision are recognised in profit or loss when the changes arise.
Subsequent expenditure relating to plant and equipment that has already been recognised is added to carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.
4.5 Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.
4.6 Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
§ the technical feasibility of completing the intangible asset so that it will be available for use or sale;
§ the intention to complete the intangible asset and use or sell it;
§ the ability to use or sell the intangible asset;
§ how the intangible asset will generate probable future economic benefits;
§ the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
§ the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria. Where no internally-generated intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible asset is reported at cost less accumulated amortisation and accumulated impairment losses.
4.7 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, goodwill or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Other assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The difference between the carrying amount and the recoverable amount is recognised as an impairment loss in profit or loss. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
4.8 Financial assets
Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to the contractual provisions of the financial instruments.
(i) Classification
The Group classifies its financial assets as loans and receivables. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than twelve months after the end of the reporting period which are presented as non-current assets. Loans and receivables are presented as "trade and other receivables" and "cash and bank balances" on the balance sheet.
|
|
Type of item |
|
Nature and terms of item |
|
|
1. |
Bills receivable |
|
Certain customers pay accounts receivable with bills receivable from Taiwan banks with maturities less than twelve months. These are also referred to as "bankers" acceptances, which are unsecured, interest-free and to be matured in twelve months. |
|
|
|
|
|
|
|
|
2. |
Loans |
|
Unsecured temporary advances to the subsidiaries, which are interest-free and eliminated upon consolidation. |
|
|
|
|
|
|
|
|
3. |
Other receivables |
|
They include: |
|
|
|
|
|
a. Retention receivable under warranty provision among certain construction contracts for a period of twelve months |
|
|
|
|
|
b. Accrued income from maintenance contracts, which are billed or collected within twelve months. |
|
(ii) Recognition and derecognition
Purchases and sales of financial assets are recognised and derecognised on trade dates - the dates on which the Group commits to purchase or sell the assets.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in profit or loss.
(iii) Initial measurement
Loans and receivables are initially recognised at fair value plus transaction costs.
(iv) Subsequent measurement
Loans and receivables are subsequently carried at amortised cost using the effective interest method, less any impairment.
(v) Impairment of financial assets
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay in payments are objective evidence that these financial assets are impaired.
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 profit or loss.
The allowance for impairment loss account is reduced through profit or loss in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost, had no impairment been recognised in prior periods.
4.9 Financial liabilities
Financial liabilities are recognised on the balance sheet when, and only when, the Group and Company becomes a party to the contractual provisions of the financial instrument.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives, directly attributable transaction costs.
Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective interest method.
For financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. A financial liability is derecognised when the obligation under the liability is extinguished.
4.10 Construction contracts
When the outcome of a construction contract can be estimated reliably, contract costs are recognised as an expense by reference to the stage of completion of the contract at the balance sheet date. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. When the outcome of a construction contract cannot be estimated reliably, contract costs are recognised as an expense in the period in which they are incurred.
Contracts in progress at the balance sheet date are recorded in the balance sheet at the net amount of costs incurred plus recognised profit less recognised losses and progress billings, and are presented under the caption of "Trade and other receivables" or "Trade and other payables" in the balance sheet as the "Amounts due from customers for contracts-in-progress" (as an asset) or the "Amounts due to customers for contracts-in-progress" (as a liability), as applicable. Progress billings not yet paid by the customer are included in the balance sheet. Amounts received before the related work is performed are included in the balance sheet, as a liability, as "Advances received".
4.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method and comprises design costs, raw materials, direct labour, other direct costs and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
4.12 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
4.13 Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of debt instrument. A financial guarantee contract issued by the Group is initially measured at its fair value, less transaction costs that are directly attributable to the issue of the financial guarantee contract. Subsequently, the Group measures the financial guarantee contract at the higher of: (i) the amount of the present legal or constructive obligation under the contract at the reporting date, as determined in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and (ii) the amount initially recognised less, where appropriate, cumulative amortisation.
4.14 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Group's activities. Revenue is shown net of business tax, value-added tax, rebates and discounts, and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that future economic will flow to the entity and when specific criteria have been met for each of the Group's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
(i) Construction contracts
Revenue from construction contracts is recognised when the outcome of a construction contract can be estimated reliably:
§ revenue from a fixed price contract is recognised using the percentage of completion method, measured by reference to the percentage of contract costs incurred to date to estimated total contract costs for the contract; and
§ revenue from a cost plus contract is recognised by reference to the recoverable costs incurred during the period plus an appropriate proportion of the total fee, measured by reference to the proportion that costs incurred to date bear to the estimated total costs of the contract.
When the outcome of a construction contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs incurred that it is probable will be recoverable.
(ii) Maintenance contracts
Revenue from maintenance contracts is recognised on a straight line basis over the term of the maintenance contract.
(iii) Product sales
Revenue from product sales is recognised on the transfer of risks and rewards of ownership, which generally coincides with the delivery of goods to customers and the passing of title to customers.
(iv) Interest income
Interest income is recognised as it accrues using the effective interest method.4.
4.15 Income tax
Income tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
4.16 Cash and cash equivalents
In the statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.
4.17 Provisions
Provisions are recognised for liabilities of uncertain timing or amount when the Group or the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can been reliably estimated. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be reliably estimated, the obligation is disclosed as a contingent liability, unless the probability of outflow is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
4.18 Employee benefit
These comprise short term employee benefits and contributions to defined contribution retirement plan.
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.
4.19 Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
The Company and the Group as lessee -
Assets held under finance leases are recognised as assets of the Company and the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor 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 profit or loss.
Operating lease payments are recognised as an expense on a straight line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are recognised as a reduction of rental expense over the lease term on a straight line basis.
5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group's accounting policies, which are described in note 4, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
(a) Critical judgements in applying the entity's accounting policies
The following are the critical judgements, apart from those involving estimations (see below), that the directors have made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in financial statements.
(i) Estimation of contract costs
Estimated costs to complete contracts are judged by the directors through the application of their experience and knowledge of the industry in which the Group operates. However, contract performance can be difficult to predict accurately. The directors believe that contract budgets do not deviate materially from actual costs incurred due to a strong cost control system with regular review of budgets which highlight any incidences that could affect estimated costs to completion.
(b) Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
(i) Impairment of trade and other receivables
The estimation of impairment of trade and other receivables includes an assessment of recoverability of individual account balances and a review of ageing analysis of trade and other receivables by the directors. The directors will also review the credit history of customers in assessing the recoverability of trade and other receivables. When any indication comes to their attention that a trade and other receivable might not be recovered in full, impairment will be made and recognised as an expense in the consolidated statement of comprehensive income. As at 31 March 2013, the total carrying amount of trade and other receivables are £15,952,660 (2012: £14,643,264).
(b) Key sources of estimation uncertainty (continued)
(ii) Deferred income tax
As at 31 March 2013, the Group has unused tax losses of £5,331,538, (2012: £4,950,190) available for offset against future profits. A deferred tax asset of £879,740 (2012: £870,494) has not been recognised in respect of the unused tax losses. In cases where there are future profits generated to utilise the tax losses, a material deferred tax asset may arise, which would be recognised in the consolidated statement of comprehensive income for the period in which such future profits are recorded.
6. FINANCIAL INSTRUMENTS
(a) Categories of financial instruments
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Financial assets: |
|
|
|
|
|
Loans and receivables (including cash and bank balances) |
|
|
|
|
|
- Trade and other receivables |
|
15,952,660 |
|
14,643,264 |
|
- Cash and bank balances |
|
585,046 |
|
504,323 |
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
- Trade and other payables |
|
4,534,103 |
|
4,221,000 |
|
- Loan and borrowings |
|
3,528,205 |
|
3,235,052 |
|
- Financial guarantee liabilities |
|
332,588 |
|
310,438 |
|
- Obligation under finance lease |
|
23,191 |
|
29,980 |
(b) Financial risk management objectives and policies
The Group's major financial instruments include borrowings, trade and other receivables and trade and other payables. Details of these financial instruments are disclosed in the respective notes. The risks associated with these financial instruments include currency risk, interest rate risk, credit risk and liquidity risk. The policies on how these risks are mitigated are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
(i) Market risk
(1) Currency risk
Certain entities in the Group have foreign currency transactions and have foreign currency denominated monetary assets and liabilities, which expose the Group to foreign currency risk.
The Company has foreign currency transactions, which expose the Company to foreign currency risk.
The carrying amounts of the Group's and the Company's foreign currency denominated monetary assets and monetary liabilities, mainly represented by trade and other receivables, cash and bank balances, trade and other payables and borrowings, at the end of the reporting period are as follows:
|
|
|
The Group |
|
The Company |
||||||||||||
|
|
|
Assets |
|
Liabilities |
|
Assets |
|
Liabilities |
||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NTD |
|
91,745,343 |
|
72,480,103 |
|
77,936,668 |
|
66,761,917 |
|
- |
|
- |
|
- |
|
- |
|
RMB |
|
114,796,596 |
|
128,211,210 |
|
37,918,302 |
|
37,841,095 |
|
116,700 |
|
23,850 |
|
85,597 |
|
- |
|
USD |
|
102,480 |
|
150,604 |
|
3,948,718 |
|
3,974,359 |
|
101,159 |
|
142,250 |
|
3,948,718 |
|
3,974,359 |
|
HK$ |
|
25,823,460 |
|
26,225,513 |
|
16,251,432 |
|
16,996,772 |
|
23,643,127 |
|
22,897,287 |
` |
15,978,539 |
|
16,996,772 |
The Group currently does not have any policy on hedges of foreign currency risk. However, management monitors the foreign currency risk exposure and will consider hedging significant foreign currency risk should the need arise.
Sensitivity analysis
The following table details the Group's sensitivity to a 5% increase and decrease in £ against the relevant foreign currencies and all other variables were held constant. 5% (2012: 5%) is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currencies denominated monetary items and adjusts their translation at the year end for a 5% (2012: 5%) change in foreign currency rates. A positive/(negative) number indicates a decrease/(increase) in post-tax profit/(loss) for the year when £strengthens 5% (2012: 5%) against the relevant foreign currencies. For a 5% (2012: 5%) weakening of £ against the relevant currency, there would be an equal but opposite impact on the post-tax profit/(loss) for the year.
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
NTD |
|
|
|
|
|
Post-tax profit for the year |
|
16,068 |
|
6,372 |
|
|
|
|
|
|
|
RMB |
|
|
|
|
|
Post-tax profit for the year |
|
430,178 |
|
471,997 |
|
|
|
|
|
|
|
USD |
|
|
|
|
|
Post-tax loss for the year |
|
(134,404) |
|
(126,287) |
|
|
|
|
|
|
|
HK$ |
|
|
|
|
|
Post-tax profit for the year |
|
42,883 |
|
39,077 |
(2) Interest rate risk
The Group and the Company is exposed to fair value interest rate risk in relation to fixed rate bank deposits and borrowings at fixed rates. The Group and the Company is exposed to cash flow interest rate risk due to fluctuation of the prevailing market interest rate on certain bank borrowings which carry at prevailing market interest rates as shown in notes 25 and 26. The Group currently does not have an interest rate hedging policy. However, management monitors interest rate exposure and will consider hedging significant interest rate exposure should the need arises.
The Group's and the Company's exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note.
Sensitivity analysis
The sensitivity analysis below has been determined based on the change in interest rates and the exposure to interest rates for the non-derivative financial liabilities at the balance sheet date and on the assumption that the amount outstanding at the balance sheet date was outstanding for the whole year and held constant throughout the financial year. The 25 basis points increase or decrease represents management's assessment of a reasonably possible change in interest rates over the period until the next annual balance sheet date. The analysis is performed on the same basis for 2012.
For the year ended 31 March 2013, if interest rates had been 25 basis points higher/lower, with all other variables held constant, the Group's post-tax profit for the year would increase/decrease by approximately £2,510 (2012: £2,646).
(ii) Credit risk
At 31 March 2013, the Group's and the Company's maximum exposure to credit risk in the event of the counterparties' failure to perform their obligations in relation to each class of recognised financial assets is the carrying amount of those assets as stated in the consolidated balance sheet.
The Group's credit risk is primarily attributable to its trade and other receivables. In order to minimise the credit risk, the management of the Group has a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis. Credit evaluations of its customers' financial position and condition are performed on each and every major customer periodically. These evaluations focus on the customer's past history of making payments their due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Debts are usually due within 90 days from the date of billing.
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The default risk of the industry and country in which customers operate also has an influence on credit risk. At the balance sheet date, the Group had no significant concentrations of credit risk where individual trade and other receivables balance exceed 10% of the total trade and other receivables at the balance sheet date.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. Also, the Group has no significant concentration of credit risk, with exposure spread over a number of counterparties and customers.
Further quantitative disclosures in respect of the Group's and the Company's exposure to credit risk arising from trade and other receivables are set out in note 21.
(iii) Liquidity risk
In managing the liquidity risk, the Group's policy is to regularly monitor and maintain an adequate level of cash and cash equivalents determined by management to finance the Group's operations. Management also needs to ensure the continuity of funding for both the short and long terms, and to mitigate the effects of cash flow fluctuation. At 31 March 2013, the Group had aggregate banking facilities of £2,456,940 (2012: £2,355,824), of which £1,550,458 were unused (2012: £1,614,739).
The following table details the contractual maturities of the Group's and the Company's financial liabilities at the balance sheet date, which is based on the undiscounted cash flows and the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
The Group
|
|
2013 |
||||||||||
|
|
Weighted |
|
Within |
|
More than |
|
More than |
|
|
|
Carrying |
|
|
average |
|
1 year |
|
1 year but |
|
2 years but |
|
Total |
|
amount |
|
|
effective |
|
or on |
|
less than |
|
less than |
|
undiscounted |
|
at 31 |
|
|
interest rate |
|
Demand |
|
2 years |
|
5 years |
|
cash flow |
|
March 2013 |
|
|
% |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Non-derivative financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Loan and borrowings |
3.39% - 3.91% |
|
3,538,642 |
|
- |
|
- |
|
3,538,642 |
|
3,528,205 |
|
Trade and other payables |
- |
|
4,534,103 |
|
- |
|
- |
|
4,534,103 |
|
4,534,103 |
|
Financial guarantee liabilities |
|
|
332,588 |
|
|
|
|
|
332,588 |
|
332,588 |
|
Obligation under finance lease |
3.25%-3.95% |
|
8,744 |
|
8,744 |
|
9,471 |
|
26,959 |
|
23,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,525,077 |
|
8,744 |
|
9,471 |
|
8,432,292 |
|
8,418,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial guarantee |
|
|
|
|
|
|
|
|
|
|
|
|
Maximum amount guaranteed (note 31) |
|
|
7,930,000 |
|
- |
|
- |
|
7,930,000 |
|
7,930,000 |
The Group
|
|
2012 |
||||||||||
|
|
Weighted |
|
Within |
|
More than |
|
More than |
|
|
|
Carrying |
|
|
average |
|
1 year |
|
1 year but |
|
2 years but |
|
Total |
|
amount |
|
|
effective |
|
or on |
|
less than |
|
less than |
|
undiscounted |
|
at 31 |
|
|
interest rate |
|
demand |
|
2 years |
|
5 years |
|
cash flow |
|
March 2012 |
|
|
% |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Non-derivative financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Loan and borrowings |
3.27%-5.75% |
|
3,243,689 |
|
- |
|
- |
|
3,243,689 |
|
3,235,052 |
|
Trade and other payables |
- |
|
4,221,000 |
|
- |
|
- |
|
4,221,000 |
|
4,221,000 |
|
Financial guarantee liabilities |
- |
|
310,438 |
|
- |
|
- |
|
310,438 |
|
310,438 |
|
Obligation under finance lease |
3.25%-3.95% |
|
9,404 |
|
16,528 |
|
8,953 |
|
34,885 |
|
29,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,784,531 |
|
16,528 |
|
8,953 |
|
7,810,012 |
|
7,796,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial guarantee |
|
|
|
|
|
|
|
|
|
|
|
|
Maximum amount guaranteed (note 31) |
|
|
4,400,000 |
|
- |
|
- |
|
4,400,000 |
|
4,400,000 |
The Company
|
|
2013 |
||||||||||
|
|
Weighted |
|
Within |
|
More than |
|
More than |
|
|
|
Carrying |
|
|
average |
|
1 year |
|
1 year but |
|
2 years but |
|
Total |
|
Amount |
|
|
effective |
|
or on |
|
less than |
|
less than |
|
undiscounted |
|
at 31 |
|
|
interest rate |
|
demand |
|
2 years |
|
5 years |
|
cash flow |
|
March 2013 |
|
|
% |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Non-derivative financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Loan and borrowings |
- |
|
2,621,723 |
|
- |
|
- |
|
2,621,723 |
|
2,621,723 |
|
Trade and other payables |
- |
|
1,369,206 |
|
- |
|
- |
|
1,369,206 |
|
1,369,206 |
|
Obligation under finance lease |
3.25%-3.95% |
|
8,744 |
|
8,744 |
|
9,471 |
|
26,959 |
|
23,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,999,673 |
|
8,744 |
|
9,471 |
|
4,017,888 |
|
4,014,120 |
The Company
|
|
2012 |
||||||||||
|
|
Weighted |
|
Within |
|
More than |
|
More than |
|
|
|
Carrying |
|
|
average |
|
1 year |
|
1 year but |
|
2 years but |
|
Total |
|
amount |
|
|
effective |
|
or on |
|
less than |
|
less than |
|
undiscounted |
|
at 31 |
|
|
interest rate |
|
Demand |
|
2 years |
|
5 years |
|
cash flow |
|
March 2013 |
|
|
% |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
Non-derivative financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Loan and borrowings |
- |
|
2,493,966 |
|
- |
|
- |
|
2,493,966 |
|
2,493,966 |
|
Trade and other payables |
- |
|
1,337,418 |
|
- |
|
- |
|
1,337,418 |
|
1,337,418 |
|
Obligation under finance lease |
3.25%-3.95% |
|
9,404 |
|
16,528 |
|
8,953 |
|
34,885 |
|
29,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,840,788 |
|
16,528 |
|
8,953 |
|
3,866,269 |
|
3,861,364 |
(c) Fair value
The fair values of financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.
The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate to their fair values.
(d) Capital risk management
The Group's primary objectives when managing capital are to safeguard the Group'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 maintain an optimal capital structure to reduce the cost of capital.
The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholder returns that might be possible with a higher level of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.
The Group monitors its capital structure on the basis of a net debt-to-adjusted capital ratio. For this purpose the Group defines net debt as total debt (which includes bank borrowings and other financial liabilities) less bank deposits and cash. Adjusted capital comprises all components of equity less unaccrued proposed dividends.
During 2013, the Group's strategy, which was unchanged from 2012, was to maintain the net debt-to-adjusted capital ratio as low as feasible. In order to maintain or adjust the ratio, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Neither the Company nor any of its subsidiary undertakings are subject to externally imposed capital requirements.
The net debt-to-adjusted capital ratios of the Group and the Company at the end of the reporting period were as follows:
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
4,534,103 |
|
4,221,000 |
|
1,369,206 |
|
1,337,418 |
|
Loan and borrowings |
|
3,528,205 |
|
3,235,052 |
|
2,621,723 |
|
2,493,966 |
|
Current tax liability |
|
1,350,264 |
|
1,233,412 |
|
- |
|
- |
|
Financial guarantee liabilities |
|
332,588 |
|
310,438 |
|
- |
|
- |
|
Obligation under finance lease |
|
7,522 |
|
8,062 |
|
7,522 |
|
8,062 |
|
|
|
9,752,682 |
|
9,007,964 |
|
3,998,451 |
|
3,839,446 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Obligation under finance lease |
|
15,669 |
|
21,918 |
|
15,669 |
|
21,918 |
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
9,768,351 |
|
9,029,882 |
|
4,014,120 |
|
3,861,364 |
|
|
|
|
|
|
|
|
|
|
|
Less: cash and bank balances |
|
585,046 |
|
504,323 |
|
456,758 |
|
432,672 |
|
|
|
|
|
|
|
|
|
|
|
Net debt |
|
9,183,305 |
|
8,525,559 |
|
3,557,362 |
|
3,428,692 |
|
|
|
|
|
|
|
|
|
|
|
Total equity / (capital deficiency) |
|
9,452,792 |
|
8,685,083 |
|
2,056,185 |
|
1,689,333 |
|
|
|
|
|
|
|
|
|
|
|
Net debt-to-adjusted capital ratio |
|
97% |
|
98% |
|
173% |
|
203% |
7. SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the chief operating decision maker, being the chief executive officer, that are used to make strategic decisions.
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group's reportable operating segments are summarised as follows:
- Security and surveillance
- Electrical and mechanical
(i) (a) Segment revenues and results
The following is an analysis of the Group's revenue and results by operating segment:
|
|
|
Year ended 31 March 2013 |
||||
|
|
|
Security and surveillance |
|
Electrical and mechanical |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
Segment revenue by major products and services: |
|
|
|
|
|
|
|
- Construction contracts |
|
4,528,152 |
|
53,798 |
|
4,581,950 |
|
- Maintenance contracts |
|
2,382,445 |
|
- |
|
2,382,445 |
|
- Product sales |
|
349,030 |
|
- |
|
349,030 |
|
Revenue from external customers |
|
7,259,627 |
|
53,798 |
|
7,313,425 |
|
|
|
|
|
|
|
|
|
Segment profit/(loss) |
|
509,740 |
|
(230,330) |
|
279,410 |
|
Finance costs |
|
(37,727) |
|
- |
|
(37,727) |
|
Profit/(loss) before income tax |
|
472,013 |
|
(230,330) |
|
241,683 |
|
|
|
Year ended 31 March 2012 |
||||
|
|
|
Security and surveillance |
|
Electrical and mechanical |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
Segment revenue by major products and services: |
|
|
|
|
|
|
|
- Construction contracts |
|
4,155,995 |
|
419,031 |
|
4,575,026 |
|
- Maintenance contracts |
|
2,451,304 |
|
- |
|
2,451,304 |
|
- Product sales |
|
754,114 |
|
- |
|
754,114 |
|
Revenue from external customers |
|
7,361,413 |
|
419,031 |
|
7,780,444 |
|
|
|
|
|
|
|
|
|
Segment profit/(loss) |
|
236,406 |
|
(155,515) |
|
80,891 |
|
Gain from forgiveness of interest and principal |
|
2,031,901 |
|
- |
|
2,031,901 |
|
Finance costs |
|
(45,236) |
|
(304,831) |
|
(350,067) |
|
Profit/(loss) before income tax |
|
2,223,071 |
|
(460,346) |
|
1,762,725 |
(b) Segment assets and liabilities
The following is an analysis of the Group's assets and liabilities by operating segment:
|
|
|
At 31 March 2013 |
||||
|
|
|
Security and surveillance |
|
Electrical and mechanical |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Segment assets |
|
5,415,732 |
|
13,805,411 |
|
19,221,143 |
|
Unallocated assets |
|
- |
|
- |
|
- |
|
Consolidated total assets |
|
5,415,732 |
|
13,805,411 |
|
19,221,143 |
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
5,746,092 |
|
4,022,259 |
|
9,768,351 |
|
Unallocated liabilities |
|
- |
|
- |
|
- |
|
Consolidated total liabilities |
|
5,746,092 |
|
4,022,259 |
|
9,768,351 |
|
|
|
At 31 March 2012 |
||||
|
|
|
Security and surveillance |
|
Electrical and mechanical |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Segment assets |
|
4,709,805 |
|
13,005,160 |
|
17,714,965 |
|
Unallocated assets |
|
- |
|
- |
|
- |
|
Consolidated total assets |
|
4,709,805 |
|
13,005,160 |
|
17,714,965 |
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
5,274,794 |
|
3,755,088 |
|
9,029,882 |
|
Unallocated liabilities |
|
- |
|
- |
|
- |
|
Consolidated total liabilities |
|
5,274,794 |
|
3,755,088 |
|
9,029,882 |
(c) Other segment information
Amounts regularly provided to the chief operating decision maker but not included in the measure of segment profit or segment assets and not allocated to any operating segments:
|
|
|
Year ended 31 March 2013 |
||||
|
|
|
Security and surveillance |
|
Electrical and mechanical |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Capital expenditure |
|
38,548 |
|
- |
|
38,548 |
|
Depreciation |
|
65,904 |
|
- |
|
65,904 |
|
Impairment loss recognised on goodwill |
|
- |
|
- |
|
- |
|
|
|
Year ended 31 March 2012 |
||||
|
|
|
Security and surveillance |
|
Electrical and mechanical |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Capital expenditure |
|
43,409 |
|
- |
|
43,409 |
|
Depreciation |
|
78,402 |
|
- |
|
78,402 |
|
Impairment loss recognised on goodwill |
|
- |
|
- |
|
- |
* Capital expenditure represented plant and equipment.
(d) Geographical segments
In determining the Group's geographical segments, revenues are attributed to the segments based on the location of the customers and assets are attributed to the segments based on the location of the assets.
No further geographical segment information is presented as the Group's revenue is materially derived from customers based in one geographic segment comprising Hong Kong, Macau, Taiwan and the PRC, and all of the Group's assets are located in the same geographic segment.
(e) Information about major customers
Revenues of approximately £3,619,984 (2012: £3,316,110) are derived from three single external customers (2012: two), who contributed to 10% or more of the Group's revenue for 2013 fiscal year.
8. OTHER INCOME
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Exchange gain |
|
6,337 |
|
20,429 |
|
Interest income |
|
1,516 |
|
805 |
|
Gain on disposal of plant and equipment |
|
510 |
|
281 |
|
Sundry income |
|
9,412 |
|
3,114 |
|
|
|
|
|
|
|
|
|
17,775 |
|
24,629 |
9. FINANCE COSTS
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Interest on bank loans and other borrowings wholly repayable within one year |
|
36,366 |
|
43,436 |
|
Finance charge on obligation under finance lease |
|
1,361 |
|
1,800 |
|
Financial guarantee liabilities |
|
- |
|
304,831 |
|
|
|
|
|
|
|
|
|
37,727 |
|
350,067 |
10. PROFIT BEFORE INCOME TAX
Profit before income tax is stated after charging/(crediting):
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Cost of inventories recognised as expenses |
|
2,396,205 |
|
3,412,939 |
|
Impairment loss recognised on trade and other receivables |
|
188,148 |
|
427,642 |
|
Bad debts written off |
|
8,670 |
|
- |
|
Allowance for obsolete inventories |
|
27,585 |
|
31,061 |
|
Auditor's remuneration |
|
|
|
|
|
- audit services (parent company) |
|
37,938 |
|
40,379 |
|
Depreciation - leased plant and equipment |
|
10,813 |
|
5,313 |
|
Depreciation - owned plant and equipment |
|
55,091 |
|
73,089 |
|
Research and development costs |
|
11,134 |
|
8,819 |
|
Operating lease charges - minimum lease payments |
|
131,072 |
|
116,654 |
|
Gain on disposal of plant and equipment |
|
(510) |
|
(281) |
|
Gain from forgiveness of interest and principal |
|
- |
|
(2,031,901) |
11. DIRECTORS' REMUNERATION
Directors' remuneration for the year is disclosed as follows:
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Directors' fees |
|
39,158 |
|
83,358 |
|
Other emoluments: |
|
|
|
|
|
Salaries, bonuses and allowances |
|
159,194 |
|
147,738 |
|
Pension scheme contributions |
|
4,120 |
|
3,525 |
|
|
|
|
|
|
|
|
|
202,472 |
|
234,621 |
12. STAFF COSTS (including directors' remuneration)
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Wages and salaries |
|
1,890,833 |
|
1,780,716 |
|
Pension scheme contributions |
|
77,642 |
|
69,905 |
|
|
|
|
|
|
|
|
|
1,968,475 |
|
1,850,621 |
13. INCOME TAX IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(a) Income tax in the consolidated statement of comprehensive income:
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
Hong Kong profits tax |
|
- |
|
- |
|
PRC income tax |
|
- |
|
- |
|
Taiwan income tax |
|
57,278 |
|
15,700 |
|
|
|
|
|
|
|
|
|
57,278 |
|
15,700 |
No Hong Kong profits tax has been provided for in the financial statements as the Company has unused tax losses to offset against its taxable profit during the year.
Taxes for subsidiary undertakings are calculated using the rates prevailing in the local jurisdictions, whereas PRC income tax rate is charged at 25% (2012: 25%) and Taiwan income rate is charged at 25% (2012: 25%).
(b) Reconciliation between income tax expense and accounting profit at the applicable tax rates:
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before income tax |
|
241,683 |
|
1,762,725 |
|
|
|
|
|
|
|
Notional tax on profit before income tax, calculated at the rates applicable to profit in the tax jurisdictions concerned |
|
61,865 |
|
216,397 |
|
Tax effect of non-taxable income |
|
(6,806) |
|
(499,342) |
|
Tax effect of non-deductible expenses |
|
53,970 |
|
206,357 |
|
Tax effect of temporary differences not recognised |
|
(943) |
|
(2,772) |
|
Utilisation of tax losses previously unrecognised deferred tax assets |
|
(36,431) |
|
(3,704) |
|
Tax losses not recognised as deferred tax assets |
|
27,797 |
|
104,785 |
|
Tax adjustments |
|
(42,174) |
|
(6,021) |
|
|
|
|
|
|
|
Income tax expense |
|
57,278 |
|
15,700 |
14. EARNINGS PER SHARE
The calculation of basic earnings per share is based on the profit attributable to the equity holders of the Company for the year of £92,143 (2012: £1,798,569), and the weighted average of 383,677,323 (2012: 383,677,323) ordinary shares in issue during the year.
There were no potential dilutive instruments at either financial year end.
15. DIVIDENDS
The Board of Directors recommended the payment of a final dividend in respect of 2013 of 0.78 HK cents. (2012: Nil). The dividend is subject to approved by shareholders at the Annual General Meeting and has not been included as a liability in the financial statements.
16. PLANT AND EQUIPMENT
The Group
|
|
|
Furniture and fixtures |
|
Computer equipment |
|
Motor vehicles |
|
Research assets |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2011 |
|
155,218 |
|
153,076 |
|
88,640 |
|
544,566 |
|
941,500 |
|
Additions |
|
14,311 |
|
2,930 |
|
61,580 |
|
- |
|
78,821 |
|
Disposals |
|
(401) |
|
- |
|
(1,582) |
|
- |
|
(1,983) |
|
Foreign translation difference |
|
766 |
|
761 |
|
663 |
|
2,393 |
|
4,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
169,894 |
|
156,767 |
|
149,301 |
|
546,959 |
|
1,022,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2012 |
|
169,894 |
|
156,767 |
|
149,301 |
|
546,959 |
|
1,022,921 |
|
Additions |
|
28,563 |
|
3,867 |
|
6,118 |
|
- |
|
38,548 |
|
Disposals |
|
- |
|
- |
|
(10,426) |
|
- |
|
(10,426) |
|
Foreign translation difference |
|
8,642 |
|
7,556 |
|
7,339 |
|
24,235 |
|
47,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
207,099 |
|
168,190 |
|
152,332 |
|
571,194 |
|
1,098,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2011 |
|
131,869 |
|
138,666 |
|
74,119 |
|
487,982 |
|
832,636 |
|
Charge for the year |
|
14,679 |
|
13,571 |
|
17,925 |
|
32,227 |
|
78,402 |
|
Disposals |
|
(401) |
|
- |
|
(1,582) |
|
- |
|
(1,983) |
|
Foreign translation difference |
|
662 |
|
736 |
|
439 |
|
2,263 |
|
4,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
146,809 |
|
152,973 |
|
90,901 |
|
522,472 |
|
913,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2012 |
|
146,809 |
|
152,973 |
|
90,901 |
|
522,472 |
|
913,155 |
|
Charge for the year |
|
19,178 |
|
2,675 |
|
23,584 |
|
20,467 |
|
65,904 |
|
Disposals |
|
- |
|
- |
|
(10,426) |
|
- |
|
(10,426) |
|
Foreign translation difference |
|
7,295 |
|
7,296 |
|
4,941 |
|
23,817 |
|
43,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
173,282 |
|
162,944 |
|
109,000 |
|
566,756 |
|
1,011,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
33,817 |
|
5,246 |
|
43,332 |
|
4,438 |
|
86,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
23,085 |
|
3,794 |
|
58,400 |
|
24,487 |
|
109,766 |
At the balance sheet date, the net book value of motor vehicle held under finance lease of the Group and the Company was £20,683 (2012: £Nil).
The Company
|
|
|
Furniture and fixtures |
|
Computer equipment |
|
Motor vehicles |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2011 |
|
12,116 |
|
29,533 |
|
19,347 |
|
60,996 |
|
Additions |
|
816 |
|
2,930 |
|
38,378 |
|
42,124 |
|
Disposals |
|
- |
|
- |
|
- |
|
- |
|
Foreign translation difference |
|
60 |
|
149 |
|
233 |
|
442 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
12,992 |
|
32,612 |
|
57,958 |
|
103,562 |
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2012 |
|
12,992 |
|
32,612 |
|
57,958 |
|
103,562 |
|
Additions |
|
445 |
|
3,330 |
|
6,118 |
|
9,893 |
|
Disposals |
|
- |
|
- |
|
- |
|
- |
|
Foreign translation difference |
|
773 |
|
2,038 |
|
3,630 |
|
6,441 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
14,210 |
|
37,980 |
|
67,706 |
|
119,896 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2011 |
|
11,218 |
|
29,136 |
|
19,347 |
|
59,701 |
|
Charge for the year |
|
402 |
|
823 |
|
5,535 |
|
6,760 |
|
Disposals |
|
- |
|
- |
|
- |
|
- |
|
Foreign translation difference |
|
53 |
|
139 |
|
111 |
|
303 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
11,673 |
|
30,098 |
|
24,993 |
|
66,764 |
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2012 |
|
11,673 |
|
30,098 |
|
24,993 |
|
66,764 |
|
Charge for the year |
|
415 |
|
1,571 |
|
13,095 |
|
15,081 |
|
Disposals |
|
- |
|
- |
|
- |
|
- |
|
Foreign translation difference |
|
695 |
|
1,816 |
|
2,019 |
|
4,530 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
12,783 |
|
33,485 |
|
40,107 |
|
86,375 |
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2013 |
|
1,427 |
|
4,495 |
|
27,599 |
|
33,521 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 |
|
1,319 |
|
2,514 |
|
32,965 |
|
36,798 |
17. GOODWILL
The Group
|
|
|
|
|
£ |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 and 31 March 2013 |
|
|
|
961,845 |
|
|
|
|
|
|
|
Less: accumulated impairment loss |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 and 31 March 2013 |
|
|
|
936,015 |
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2012 and 31 March 2013 |
|
|
|
25,830 |
Impairment test for cash-generating unit containing goodwill
Goodwill is allocated to the Group's cash-generating unit ("CGU") identified according to operating segment as follows:
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Security and surveillance |
|
25,830 |
|
25,830 |
The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a twelve month period. A discount rate of 15% has been used for the value-in-use calculations.
Key assumptions used for value-in-use calculations:
|
|
|
2013 |
|
2012 |
|
|
|
|
|
|
|
Gross margin |
|
25% |
|
25% |
|
Growth rate |
|
13% |
|
13% |
Management determined the budgets based on their experience and knowledge in the construction contracts operations. The discount rate used is pre-tax and reflects specific risks relating to the relevant segment.
Based on the impairment test performed, no impairment loss is recognised for the year (2012: £Nil).
18. INVESTMENT IN SUBSIDIARY UNDERTAKINGS
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Shares in subsidiary undertakings |
|
1,053,475 |
|
1,053,475 |
|
|
|
|
|
|
|
Less: impairment loss |
|
(1,201,190) |
|
(1,201,190) |
|
Add: foreign translation difference |
|
161,537 |
|
161,537 |
|
|
|
|
|
|
|
|
|
13,822 |
|
13,822 |
|
|
|
|
|
|
|
Amounts due from subsidiary undertakings |
|
7,541,040 |
|
7,431,823 |
|
|
|
|
|
|
|
Less: impairment loss |
|
(4,631,485) |
|
(5,194,501) |
|
Add: foreign translation difference |
|
170,347 |
|
563,015 |
|
|
|
|
|
|
|
|
|
3,079,902 |
|
2,800,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
3,093,724 |
|
2,814,159 |
The amounts due from subsidiary undertakings are unsecured, interest-free and not expected to be recovered within one year.
Particulars of the Group's subsidiary undertakings at 31 March 2013 are set out below:
|
Name |
Place of incorporation and operations |
Issued and fully paid up share capital/ registered capital |
Percentage of equity attributable to the Company |
Principal activities |
|
|
|
|
|
Directly |
Indirectly |
|
|
|
|
|
|
|
|
|
T-Com Technology Co Limited |
Taiwan |
NT$80,000,000 Ordinary share |
52.25% |
- |
Supply, design, installation and maintenance of closed circuit television and surveillance systems and the sale of security system related products
|
|
Leader Smart Engineering Limited
|
Hong Kong |
HK$10,000 Ordinary share |
100% |
- |
Investment holding and engineering contractor |
|
Leader Smart Engineering (Shanghai) Limited |
The PRC |
US$1,000,000 Registered capital |
- |
100% |
Supply, design, installation and maintenance of electrical and mechanical systems, construction decorations and provision of engineering consultancy services |
Note: Leader Smart Engineering (Shanghai) Limited ("LSSH") is a wholly-foreign owned enterprise established in the PRC to operate for 20 years up to 2025.
19. INVENTORIES
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
327,168 |
|
309,713 |
|
327,168 |
|
309,713 |
|
Work in progress |
|
365 |
|
- |
|
- |
|
- |
|
Finished goods |
|
931,783 |
|
873,685 |
|
475,995 |
|
447,056 |
|
|
|
1,259,316 |
|
1,183,398 |
|
803,163 |
|
756,769 |
|
Less: impairment loss |
|
(124,569) |
|
(92,009) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,134,747 |
|
1,091,389 |
|
803,163 |
|
756,769 |
The Group recognised a provision for obsolete inventories of £27,585 (2012: £31,061) on slow-moving inventories.
20. CONTRACTS-IN-PROGRESS
(ii)
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Contract costs incurred plus attributable profits less foreseeable losses |
|
31,130,690 |
|
27,501,135 |
|
13,281,207 |
|
10,954,384 |
|
Progress billings to date |
|
(16,068,072) |
|
(13,828,772) |
|
(13,198,376) |
|
(10,969,760) |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,062,618 |
|
13,672,363 |
|
82,831 |
|
(15,376) |
|
Represented by: |
|
|
|
|
|
|
|
|
|
Amounts due from customers for contracts-in-progress |
|
15,885,794 |
|
14,481,967 |
|
619,646 |
|
476,053 |
|
Less: allowance for doubtful debts |
|
(415,066) |
|
(389,300) |
|
(159,908) |
|
(151,134) |
|
Amounts due from customers for contracts-in-progress, net (note 21) |
|
15,470,728 |
|
14,092,667 |
|
459,738 |
|
324,919 |
|
Amounts due to customers for contracts-in-progress (note 23) |
|
(408,110) |
|
(420,304) |
|
(376,907) |
|
(340,294) |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,062,618 |
|
13,672,363 |
|
82,831 |
|
(15,375) |
At 31 March 2013, the amount of retention receivables from construction customers recorded within "trade and other receivables" is £22,112 (2012: £3,915).
Within amounts due from customers for construction contracts-in-progress are receivables totalling £11,901,827 (2012: £11,109,209), which have been pledged as security by the original land use rights certificate and the developing property of the customer in LSSH and expected to be collected within twelve months.
21. TRADE AND OTHER RECEIVABLES
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
1,254,491 |
|
1,259,604 |
|
551,822 |
|
557,961 |
|
Less: allowance for doubtful debts |
|
(637,847) |
|
(584,602) |
|
(240,929) |
|
(227,710) |
|
|
|
|
|
|
|
|
|
|
|
Trade receivables, net |
|
616,644 |
|
675,002 |
|
310,893 |
|
330,251 |
|
Other receivables |
|
638,220 |
|
660,350 |
|
530,104 |
|
560,843 |
|
Deposits and prepayments |
|
417,087 |
|
316,933 |
|
136,396 |
|
55,581 |
|
Amounts due from customers for contracts-in-progress, net (note 20) |
|
15,470,728 |
|
14,092,667 |
|
459,738 |
|
324,919 |
|
Pledged bank deposits |
|
246,008 |
|
238,705 |
|
246,008 |
|
238,705 |
|
|
|
17,388,687 |
|
15,983,657 |
|
1,683,139 |
|
1,510,299 |
|
Less: non-current portion - amounts due from customers for contracts-in-progress |
|
(1,436,027) |
|
(1,340,393) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,952,660 |
|
14,643,264 |
|
1,683,139 |
|
1,510,299 |
All of trade and other receivables are expected to be recovered within one year, other than those separately disclosed.
At 31 March 2013, the Group had pledged bank deposits of £246,008 (2012: £238,705) to banks for performance bonds in respect of construction contracts undertaken by the Group and the Company.
(a) Impairment of trade receivables
Impairment losses in respect of trade receivables are recorded using an allowance account unless the Group is satisfied that recovery of the amount is remote, in which case the impairment loss is written off against trade receivables directly. Movements in the allowance for doubtful debts:
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
At 1 April |
|
584,602 |
|
1,442,176 |
|
227,710 |
|
1,201,983 |
|
Impairment loss recognised |
|
184,190 |
|
135,394 |
|
- |
|
7,103 |
|
Reversal of impairment loss |
|
(162,923) |
|
- |
|
- |
|
- |
|
Bad debts written off |
|
- |
|
(1,008,679) |
|
- |
|
(986,215) |
|
Foreign translation difference |
|
31,978 |
|
15,711 |
|
13,219 |
|
4,839 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March |
|
637,847 |
|
584,602 |
|
240,929 |
|
227,710 |
Note: At 31 March 2013, trade receivables of the Group and the Company amounting to £184,190 (2012: £135,394) and £Nil (2012: £7,103) respectively are individually determined to be impaired and an impairment was provided. These individually impaired receivables were outstanding over one year at the balance sheet date.
(b) Trade receivables that are not impaired
The following is an ageing analysis of trade receivables at the balance sheet date that were past due but not impaired:
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
0 to 90 days |
|
497,928 |
|
387,396 |
|
292,375 |
|
281,463 |
|
91 to 365 days |
|
37,603 |
|
169,755 |
|
18,518 |
|
48,788 |
|
Over 365 days |
|
81,113 |
|
117,851 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
616,644 |
|
675,002 |
|
310,893 |
|
330,251 |
Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Company does not hold any collateral over these balances.
22. CASH AND CASH EQUIVALENTS
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Cash and bank balances* |
|
585,046 |
|
504,323 |
|
456,758 |
|
432,672 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents in the consolidated and the Company's statement of cash flows |
|
585,046 |
|
504,323 |
|
456,758 |
|
432,672 |
* At 31 March 2013, the Group maintained £34,264 (2012: £37,186) as restricted cash to secure against the banking facility.
23. TRADE AND OTHER PAYABLES
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
2,329,100 |
|
2,093,917 |
|
48,325 |
|
50,228 |
|
Bills payable |
|
125,359 |
|
110,770 |
|
- |
|
- |
|
Due to a related party (note 30(b)) |
|
42,376 |
|
39,061 |
|
- |
|
- |
|
Accruals and other payables |
|
1,629,158 |
|
1,556,948 |
|
943,974 |
|
946,896 |
|
Amounts due to customers for contracts-in-progress (note 20) |
|
408,110 |
|
420,304 |
|
376,907 |
|
340,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,534,103 |
|
4,221,000 |
|
1,369,206 |
|
1,337,418 |
24. INCOME TAX IN THE BALANCE SHEET
(a) Current tax liability in the balance sheet represents:
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Hong Kong profits tax |
|
- |
|
- |
|
- |
|
- |
|
PRC income tax |
|
1,258,234 |
|
1,174,441 |
|
- |
|
- |
|
Taiwan income tax |
|
92,030 |
|
58,971 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,350,264 |
|
1,233,412 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
(b) Unrecognised deferred tax assets
At 31 March 2013, the Company had unused tax losses of £5,331,538 (2012: £4,950,190) that were available for offset against future taxable profits of the Company. No deferred tax assets have been recognised due to the unpredictability of the future profit streams. Such unused tax losses are available to be carried forward at no expiration.
No provision for deferred tax liabilities has been made in the financial statements as the tax effect of temporary differences is immaterial to the Group and the Company.
25. LOAN AND BORROWINGS
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Within one year or on demand: |
|
|
|
|
|
|
|
|
|
Secured bank loans (note a) |
|
906,482 |
|
741,086 |
|
- |
|
- |
|
Loan from a former shareholder (note b) |
|
2,621,723 |
|
2,493,966 |
|
2,621,723 |
|
2,493,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,528,205 |
|
3,235,052 |
|
2,621,723 |
|
2,493,966 |
Notes:
(a) The secured bank loans carried interest at rates ranging from 3.39% to 3.91% per annum (2012: 3.232% to 5.75% per annum) and were secured by:-
(i) Restricted cash (note 22) and;
(ii) Personal guarantee by the Chairman of the Company, Mr. Stephen Sin Mo KOO (note 30(c)).
(b)A loan of US$5,000,000 was provided on 31 December 2007 by Mayne Management Limited ("Mayne"), the former ultimate controlling party of UniVision Holdings Limited, which previously owned a 47.9% equity interest of the Company. The loan facility is used exclusively to finance a major construction project in the PRC.
On 15 December 2011, Mayne agreed with the Company to forgive the accrued interest totalling US$2.865 million and US$1.0 million of the outstanding principal. The remaining loan balance becomes interest-free and is repayable by 31 March 2014. Security over the Group's interest in a shopping mall contract within the PRC has been provided.
26. OBLIGATION UNDER FINANCE LEASE
At 31 March 2013 and 2012, the Group and the Company had obligations under finance leases as follows:
|
|
|
Minimum lease payment |
|
Present value of the minimum lease payment |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
8,744 |
|
9,404 |
|
7,522 |
|
8,062 |
|
Between two to five years |
|
18,215 |
|
25,481 |
|
15,669 |
|
21,918 |
|
|
|
|
|
|
|
|
|
|
|
Total minimum finance lease payments |
|
26,959 |
|
34,885 |
|
23,191 |
|
29,980 |
|
|
|
|
|
|
|
|
|
|
|
Less: future finance charges |
|
3,768 |
|
4,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of lease obligation |
|
23,191 |
|
29,980 |
|
|
|
|
27. SHARE CAPITAL
|
|
|
2013 |
|
2012 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Authorised : |
|
|
|
|
|
800,000,000 ordinary shares of HK$0.0625 each |
|
3,669,470 |
|
3,669,470 |
|
|
|
|
|
|
|
Issued and fully paid: |
|
|
|
|
|
383,677,323 ordinary shares (2012: 383,677,323 ordinary shares) of HK$0.0625 each |
|
1,697,617 |
|
1,697,617 |
The Company has one class of ordinary shares.
29. OPERATING LEASE COMMITMENTS
At the balance sheet date, the total future minimum lease payments under non-cancellable operating leases for the office and warehouse premises are payable as follows:
|
|
|
The Group |
|
The Company |
||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2011 |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
60,728 |
|
62,547 |
|
19,074 |
|
18,574 |
|
Between two to five years |
|
6,080 |
|
27,367 |
|
- |
|
13,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
66,808 |
|
89,914 |
|
19,074 |
|
31,989 |
30. RELATED PARTY TRANSACTIONS
Compensation of key management personnel
The remuneration of the key management of the Group during the year was as follows:-
|
|
|
|
|
|
|
2013 |
|
2012 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Salaries, bonus and allowances |
|
|
|
|
|
284,533 |
|
307,270 |
The remuneration of key management personnel comprises the remuneration of Executive Directors and key executives.
Executive Directors include Executive Chairman, Chief Executive Officer, Technical Director and Finance Director of the Company. The remuneration of the Executive Directors is determined by the Remuneration Committee having regard to the performance of individuals, the overall performance of the Group and market trends. Further information about the Remuneration Committee and the directors' remuneration is provided in the Remuneration Report and the Report on Corporate Governance to the Annual Report and note 11 to the financial statements.
Key executives include Director of Operations and Director of Sales and Marketing of the Company. The remuneration of the key executives is determined by the Executive Directors annually having regard to the performance of individuals and market trends.
Biographical information on key management personnel is disclosed in the Directors' and Senior Management's Biographies section of the Annual Report.
Transactions with related parties
(a) A loan of US$5,000,000 was provided on 31 December 2007 by Mayne Management Limited, the former ultimate controlling party of UniVision Holdings Limited, which previously owned a 47.9% equity interest in the Company. Effective from 15 December 2011, the principal amount was reduced to US$2,493,966 upon the forgiveness of certain accrued interest and principal. The balance becomes interest-free and will mature due on 31 March 2014 (note 25(b)).
(b) At 31 March 2013, there is a payable balance of £42,376(2012: £39,061) due to Mr. Stephen Sin Mo KOO, the director of the Company, which is unsecured, interest-free and repayable on demand (note 23).
(c) At 31 March 2013, the bank loans amounting to £0 (2012: £31,851) are personally guaranteed by the director of the Company, Mr. Stephen Sin Mo KOO. No charge has been requested for this guarantee (note 25(a)).
Apart from the transactions disclosed above and elsewhere in the financial statements, the Group and the Company had no other material transactions with related parties during the year.
31. FINANCIAL GUARANTEE
In accordance with those certain supplemental agreements on the Sales and Purchase Contract regarding the Zhongshan shopping mall project dated 10 December 2009, the Group's wholly-owned subsidiary, LSSH provided a guarantee in respect of secured short-term financing arrangement with a maximum amount of up to £7.9million (including outstanding principal and accrued interest and charges) at the date of report. Pursuant to the terms of the guarantee, at any time from the date of guarantee, in event of default in repayments, the Group is fully liable to repay the outstanding loan principal, together with penalty charges, accrued interest and related late fees, after netting off the pledged assets. The Group's guarantee period starts from the date of grant of the financial arrangement and ends when it is fully repaid. At 31 March 2013, the secured short-term loan has become overdue and the financial arrangement is in negotiations for extension, but has not yet reached a final agreement as to repayment of the borrowings.
In connection with the Zhongshan shopping mall project (the "Zhongshan Project"), the Group is secured by certain beneficial interest in the Zhongshan Project on a recourse basis. At 31 March 2013, the fair market value of the Zhongshan Project amounted to £31 million, based on the appraisal report issued by an independent valuer. At 31 March 2013, the Company expects their interest in Zhongshan Project to be transferred to a committed purchaser at the consideration of RMB110 million (approximately £11 million), together with the contingent liability under the guarantee, in the next twelve months. Hence, no additional provision of financial guarantee liabilities is required and the provision is expected to be reversed upon the subsequent sale of the Zhongshan Project.
|
|
|
|
|
|
|
2013 |
|
2012 |
|
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Financial guarantee liabilities |
|
|
|
|
|
332,588 |
|
310,438 |
32. LEGAL PROCEEDINGS
Up to the date of this report, the Group has received several legal claims against its wholly-owned subsidiary and the Company from its vendors in China in connection with the transactions previously entered into by the former director of LSSH. The Group plans to file counter-claims to the Court against the former director of LSSH for all costs and compensations in respect of these legal claims. At this point, the Group does not believe that these legal proceedings would have a material impact or result in significant contingencies to the Group and the Company, therefore no provision for any costs has been made.
33. EVENTS AFTER THE REPORTING DATE
On 22 August 2013, the Company, amongHua Xin and Jun Heng entered into an agreement on 22 August, 2013 which is supplementary to 22 June 2012 agreement. This agreement commits Hua Xin and Jun Heng to complete the purchase of the Company's interest in the Zhongshan Project no later than 28 February, 2014 ("backstop date").
The first hearing of the Guangzhou Arbitration Commission in relation to the dispute was heard on 14 June 2013 during which the Commission requested that all relevant parties provide it with further documentation relating to the dispute. Since that date there have been further hearings. The Arbitration Commission will decide it has sufficient information to make a binding decision at a later date. Up to date of this report, the arbitration over the Zhongshan Project is still ongoing and is in the provision of evidence stage.
There remains uncertainty as to both the decision of the Arbitration Commission and the timing of this decision. In event that either the decision is still pending on 28 February 2014 or a decision has been handed down which is not in Hong Yi's favour, the Company would have the option of either enforcing this agreement or renegotiating the backstop date. As part of consideration for the 51% interest include some assets that are currently owned by Hua Xin, Jun Heng or Hong Yi, the Board of Directors consider to allow some extension to the backstop date so as to improve its negotiating position over the precise composition of the consideration.
This information is provided by RNS
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