XYZ Holdings (Singapore) Limited Illustrative financial statements for the year ended 31 December 2015 This page has been left blank intentionally. XYZ Holdings (Singapore) Limited Preface About this publication XYZ Holdings (Singapore) Limited This publication includes the following components: § § § § XYZ Holdings (Singapore) Limited (XYZ) – Illustrative report on new directors’ statement, and financial statements Appendix A – Additional illustrative disclosures Appendix B – Illustrative new auditor’s report Appendix C – Comparison between Financial Reporting Standards and International Financial Reporting Standards The illustrative financial statements are an illustration of the annual financial statements of a Singapore-incorporated listed company, XYZ Holdings (Singapore) Limited, prepared in accordance with: § § Singapore Financial Reporting Standards The Singapore Companies Act, Chapter 50. The illustrative financial statements serve to provide illustration of annual consolidated financial statements of a group of companies whose activities include manufacturing, property development and investment holding. The disclosures contained in these illustrative financial statements are made based on a hypothetical group of entities and certain assumptions have been made about the applicability of the disclosures required by Singapore Financial Reporting Standards. In addition to the aforementioned standards and regulation, certain disclosure requirements of the Singapore Exchange Securities Trading Limited’s (SGX-ST) Listing Manual have also been included in these illustrative financial statements. Readers should note that the disclosure requirements of the SGX-ST may be included in other parts of the entity’s annual report instead. The illustrative financial statements is designed to capture a wide set of circumstances and transactions which may not be relevant to all entities. Disclosures illustrated are those that are relevant to the circumstance of XYZ. Also, since XYZ is a fictitious entity, assessing materiality is not possible in some circumstances. XYZ is a helpful enabler for entities preparing financial statements under FRS, but its illustrative nature must be appreciated. This 2015 edition includes illustration of disclosures which are effective for annual periods beginning on or after 1 January 2015. Also included is additional illustration of the new auditor’s report that will be effective in 2016. To provide users with insight of changes in this publication as compared to the 2014 edition, we have side-lined the new illustrations, disclosure requirements and other editorial changes in this manner. Important notices · · · This publication is intended as an illustrative guide rather than a definitive statement. While the illustrative financial statements contain most of the usual disclosures typically found in the financial statements of a group of companies whose activities include manufacturing, property development and investment holding, the disclosures and commentaries in this publication are not meant to be exhaustive. Reference should be made to the relevant standards and regulations for specific disclosure requirements. This publication should not be relied upon as a substitute for seeking professional advice concerning the appropriate accounting treatment for specific individual situations or ensuring compliance with the Singapore Financial Reporting Standards and/or Singapore Companies Act, Chapter 50. XYZ Holdings (Singapore) Limited Preface Singapore Financial Reporting Standards (FRS) For financial periods beginning on or after 1 January 2015, a number of new and revised FRSs apply. A list of the FRSs and INT FRS is provided in Appendix B, which also provides a brief summary of the major differences with International Financial Reporting Standards (IFRS). This publication reflects the requirements of the FRSs issued as at 31 August 2015. No new accounting standards that would be applicable to financial statements covering periods beginning on 1 January 2015 are expected. Nevertheless, the situation needs to be monitored for any developments that may affect 2015 financial statements. The following FRSs have not been dealt with in this publication: · · · · · · · · · · · · · · FRS 26 Accounting and Reporting by Retirement Benefit Plans FRS 29 Financial Reporting in Hyperinflationary Economies FRS 34 Interim Financial Reporting FRS 41 Agriculture FRS 101 First-time Adoption of Financial Reporting Standards FRS 104 Insurance Contracts FRS 106 Exploration for and Evaluation of Mineral Resources FRS 114 Regulatory Deferral Accounts INT FRS 112 Service Concession Arrangements INT FRS 113 Customer Loyalty Programmes INT FRS 117 Distributions of Non-Cash Assets to Owners INT FRS 118 Transfer of Assets from Customers INT FRS 120 Stripping Costs in the Production of a Surface Mine INT FRS 121 Levies XYZ Holdings (Singapore) Limited Preface Singapore Financial Reporting Standards (FRS) (continued) Abbreviations The following abbreviations are used in this publication: BC Basis for Conclusions CA Singapore Companies Act, Chapter 50 FRS Singapore Financial Reporting Standards – INT FRS Interpretations of FRSs – FRS AG FRS Application Guidance – FRS IG FRS Implementation Guidance IAS International Accounting Standards IFRS International Financial Reporting Standards SSA Singapore Standards on Auditing SGX Singapore Exchange Securities Trading Limited (SGX-ST)’s Listing Manual XYZ Holdings (Singapore) Limited Contents Page General information .............................................................................................................. 1 Directors’ statement ............................................................................................................. 2 Independent auditor’s report ............................................................................................... . 7 Consolidated income statement ............................................................................................. 9 Consolidated statement of comprehensive income ............................................................ ....10 Balance sheets………………… ................................................................................................ ...15 Statements of changes in equity .......................................................................................... 17 Consolidated cash flow statement ........................................................................................ 25 Notes to the financial statements 1. Corporate information ................................................................................................. 29 2. Summary of significant accounting policies ................................................................... 29 2.1 Basis of preparation ........................................................................................... 29 2.2 Changes in accounting policies............................................................................ 31 2.3 Standards issued but not yet effective…. .......................................................……..31 2.4 Basis of consolidation and business combinations ................................................ 34 2.5 Transactions with non-controlling interests.......................................................... 38 2.6 Foreign currency ............................................................................................... 38 2.7 Property, plant and equipment ........................................................................... 39 2.8 Investment properties ........................................................................................ 40 2.9 Intangible assets ................................................................................................ 42 2.10 Land use rights .................................................................................................. 43 2.11 Impairment of non-financial assets ...................................................................... 44 2.12 Subsidiaries....................................................................................................... 44 2.13 Joint arrangements ........................................................................................... 45 2.14 Joint ventures and associates ............................................................................. 46 2.15 Financial instruments ......................................................................................... 48 2.16 Impairment of financial assets ............................................................................ 53 2.17 Cash and cash equivalents .................................................................................. 55 2.18 Construction contracts ....................................................................................... 55 2.19 Development properties ..................................................................................... 55 2.20 Inventories ........................................................................................................ 56 2.21 Provisions ......................................................................................................... 57 2.22 Government grants ............................................................................................ 58 2.23 Financial guarantee ........................................................................................... 58 2.24 Borrowing costs................................................................................................. 59 2.25 Convertible redeemable preference shares .......................................................... 59 XYZ Holdings (Singapore) Limited Contents Page Notes to the financial statements (continued) 2.26 Employee benefits ............................................................................................. 60 2.27 Leases .............................................................................................................. 63 2.28 Non-current assets held for sale and discontinued operations ............................... 63 2.39 Revenue ........................................................................................................... 64 2.30 Taxes ................................................................................................................ 65 2.31 Share capital and share issuance expenses .......................................................... 67 2.32 Treasury shares ................................................................................................. 67 2.33 Contingencies ............................................................................................ ........67 3. Significant accounting judgements and estimates .......................................................... 68 3.1 Judgements made in applying accounting policies ................................................ 68 3.2 Key sources of estimation uncertainty ................................................................. 70 4. Revenue ............ ........................................................................................................ 73 5. Interest income ........................................................................................................... 73 6. Other income .............................................................................................................. 73 7. Finance costs .............................................................................................................. 74 8. Other expenses ........................................................................................................... 74 9. Profit before tax from continuing operations ................................................................. 75 10. Income tax expense ..................................................................................................... 77 11. Discontinued operation and disposal group classified as held for sale .............................. 80 12. Earnings per share ...................................................................................................... 83 13. Property, plant and equipment ..................................................................................... 85 14. Investment properties.................................................................................................. 88 15. Intangible assets ......................................................................................................... 90 16. Land use rights ........................................................................................................... 95 17. Investment in subsidiaries ............................................................................................ 95 18. Investment in joint venture ........................................................................................ 109 19. Investment in associates ............................................................................................ 112 20. Deferred tax ............................................................................................................. 115 21. Trade and other receivables ....................................................................................... 117 22. Investment securities................................................................................................. 123 23. Gross amount due from/(to) customers for contract work-in-progress ........................... 124 24. Development properties ............................................................................................. 125 25. Inventories …………………….... ........................................................................................ 126 26. Derivatives ............................................................................................................... 127 27. Cash and short-term deposits ..................................................................................... 128 XYZ Holdings (Singapore) Limited Contents Page Notes to the financial statements (continued) 28. Provisions ................................................................................................................. 129 29. Deferred capital grants .............................................................................................. 130 30. Loans and borrowings................................................................................................ 131 31. Trade and other payables ........................................................................................... 134 32. Other liabilities .......................................................................................................... 135 33. Share capital and treasury shares ............................................................................... 136 34. Other reserves ........................................................................................................... 137 35. Employee benefits ..................................................................................................... 138 36. Related party transactions ......................................................................................... 141 37. Commitments ........................................................................................................... 143 38. Contingencies ............................................................................................................ 147 39. Fair value of assets and liabilities ................................................................................ 148 40. Financial risk management objectives and policies ........................................................ 165 41. Capital management .................................................................................................. 179 42. Segment information ................................................................................................. 181 43. Dividends ................................................................................................................. 186 44. Events occurring after the reporting period ................................................................. 187 45. Authorisation of financial statements for issue ............................................................ 187 Appendices Appendix A-1 Consolidated statement of comprehensive income in one statement – Illustrating the analysis of expense by nature ................................................ 188 Appendix A-2 Hedge accounting ....................................................................................... 190 Appendix A-3 Agreements for the construction of real estate ............................................. 197 Appendix A-4 Defined benefit plans ................................................................................... 201 Appendix B Illustrative new auditor’s report ................................................................... 212 Appendix C Comparison between FRS and IFRS .............................................................. 214 Co. Reg. No 123456789Z XYZ Holdings (Singapore) Limited and its subsidiaries Illustrative financial statements for the financial year ended 31 December 2015 The names of people and corporations included as illustrations are fictitious. Any resemblance to any person or business is purely coincidental. XYZ Holdings (Singapore) Limited and its subsidiaries General information Gneral information Directors Ang Beng Choo – Chairman De Silva Elizabeth Frances – Chief Executive Officer Goh Hock Inn Jee Kim Leng Musa Nasir Osman Pek Que Ru See Tong Tong Company secretary SGX 1207.1 Lee Yiew Hong Registered office [Address, telephone number, facsimile number and electronic mail address (if any)] SGX 1207.2 Solicitors Laura & Co. LLP Bankers Good Bank Limited South Bank Limited CPA Bank Limited Share registrar SGX 1207.3 [Address] Auditor SGX 713.1 Ernst & Young LLP One Raffles Quay North Tower, Level 18 Singapore 048583 Partner in charge: Alex Yang (Date of appointment: since financial year ended 31 December 2014) XYZ Holdings (Singapore) Limited | 1 XYZ Holdings (Singapore) Limited and its subsidiaries Directors’ statement The directors are pleased to present their statement to the members together with the audited consolidated financial statements of XYZ Holdings (Singapore) Limited (the Company) and its subsidiaries (collectively, the Group) and the balance sheet and statement of changes in equity of the Company for the financial year ended 31 December 2015. 1. CA 201.16 Opinion of the directors In the opinion of the directors, 2. (i) the consolidated financial statements of the Group and the balance sheets and statement of changes in equity of the Company are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and the financial performance, changes in equity and cash flows of the Group and changes in equity of the Company for the year ended on that date; and CA Sch 12.1.a (ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. CA Sch 12.1.b Directors CA Sch 12.7 The directors of the Company in office at the date of this statement are: Ang Beng Choo De Silva Elizabeth Frances (appointed on 2 February 2015) Goh Hock Inn Jee Kim Leng Musa Nasir Osman Pek Que Ru See Tong Tong In accordance with Articles 93 and 94 of the Company’s Articles of Association, Jee Kim Leng, Pek Que Ru and See Tong Tong retire and, being eligible, offer themselves for reelection. 3. Arrangements to enable directors to acquire shares and debentures Except as described in paragraph five below, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate. XYZ Holdings (Singapore) Limited | 2 CA Sch.12.8.a CA Sch.12.8.b XYZ Holdings (Singapore) Limited and its subsidiaries Directors’ statement 4. CA Sch 12.9 Directors’ interests in shares and debentures The following directors, who held office at the end of the financial year, had, according to the register of directors’ shareholdings, required to be kept under section 164 of the Singapore Companies Act, Chapter 50, an interest in shares and share options of the Company and related corporations (other than wholly-owned subsidiaries) as stated below: Direct interest Name of director At the beginning of financial year or date of appointment At the end of financial year 340,000 Deemed interest At the beginning of financial year or date of appointment At the end of financial year 345,000 2,100,000 2,100,000 5,000 10,000 – – 50,000 60,000 – – 43,000 60,000 – – 10,000 10,000 – – 25,000 25,000 – – Ordinary shares of the Company Goh Hock Inn De Silva Elizabeth Frances Share options of the Company Goh Hock Inn De Silva Elizabeth Frances Ordinary shares of £1 each of the holding company (Good Group (International) Ltd) Goh Hock Inn De Silva Elizabeth Frances There was no change in any of the above-mentioned interests in the Company between the end of the financial year and 21 January 2015. SGX 1207.7 Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, share options, warrants or debentures of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year. 5. Options At an Extraordinary General Meeting held on 23 December 2009, shareholders approved the Senior Executive Option Plan and the General Employee Share Option Plan for the granting of non-transferable options that are settled by physical delivery of the ordinary shares of the Company, to eligible senior executives and employees respectively. SGX 853 The committee administering the employee share option plans comprise three directors, Musa Nasir Osman, Pek Que Ru and See Tong Tong. SGX 852.1.a During the financial year: CA Sch 12.2 · The Company has granted 37,000 share options under the Senior Executive Option Plan. These options expire on 30 June 2020 and are exercisable if and when the Group’s earnings per share amount increases by 12% within three years from the date of grant. · The Company has also granted 163,000 share options under the General Employee Share Option Plan. These options expire on 30 June 2019 and are exercisable if the employee remains in service for three years from the date of grant and that certain market conditions as detailed in Note 35 to the financial statements are met. XYZ Holdings (Singapore) Limited | 3 XYZ Holdings (Singapore) Limited and its subsidiaries Directors’ statement 5. Options (continued) · 75,000 treasury shares were reissued at a weighted average exercise price of S$1.08 each, upon the exercise of options granted pursuant to the employee share option plans. Details of all the options to subscribe for ordinary shares of the Company pursuant to the employee share option plans as at 31 December 2015 are as follows: Expiry date Exercise price (S$) 1.05 45,000 30 November 2017 1.18 55,000 1 January 2018 1.22 100,000 31 December 2019 1.26 125,000 30 June 2020 1.30 200,000 Total 525,000 Details of the options to subscribe for ordinary shares of the Company granted to directors of the Company pursuant to the Senior Executive Option Plan are as follows: Options granted during financial year Aggregate options granted since commencement of plan to end of financial year Aggregate options exercised since commencement of plan to end of financial year SGX 852.1.b.i Aggregate options outstanding as at end of financial year Goh Hock Inn 15,000 105,000 (35,000) 60,000 De Silva Elizabeth Frances 22,000 75,000 (15,000) 60,000 37,0001 180,000 (50,000) 120,000 Total CA Sch 12.6 Number of options 31 December 2016 Name of director CA Sch 12.5 1 These options are exercisable between the periods from 30 June 2018 to 30 June 2020 at the exercise price of S$1.30 if the vesting conditions are met. Since the commencement of the employee share option plans till the end of the financial year: SGX 852.2 · No options have been granted to the controlling shareholders of the Company and their associates SGX 852.1.b.ii · No participant other than the two directors mentioned above has received 5% or more of the total options available under the plans · No options have been granted to directors and employees of the holding company and its subsidiaries SGX 852.1.b.ii SGX 852.c.i SGX 852.1.c.ii · No options that entitle the holder to participate, by virtue of the options, in any share issue of any other corporation have been granted CA Sch 12.2 · No options have been granted at a discount SGX 852.1.d XYZ Holdings (Singapore) Limited | 4 XYZ Holdings (Singapore) Limited and its subsidiaries Directors’ statement 6. Audit committee CA 201B.9 The audit committee (AC) carried out its functions in accordance with section 201B (5) of the Singapore Companies Act, Chapter 50, including the following: · Reviewed the audit plans of the internal and external auditors of the Group and the Company, and reviewed the internal auditor’s evaluation of the adequacy of the Company’s system of internal accounting controls and the assistance given by the Group and the Company’s management to the external and internal auditors · Reviewed the quarterly and annual financial statements and the auditor’s report on the annual financial statements of the Group and the Company before their submission to the board of directors · Reviewed effectiveness of the Group and the Company’s material internal controls, including financial, operational and compliance controls and risk management via reviews carried out by the internal auditor · Met with the external auditor, other committees, and management in separate executive sessions to discuss any matters that these groups believe should be discussed privately with the AC · Reviewed legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programmes and any reports received from regulators · Reviewed the cost effectiveness and the independence and objectivity of the external auditor · Reviewed the nature and extent of non-audit services provided by the external auditor · Recommended to the board of directors the external auditor to be nominated, approved the compensation of the external auditor, and reviewed the scope and results of the audit · Reported actions and minutes of the AC to the board of directors with such recommendations as the AC considered appropriate · Reviewed interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading Limited’s Listing Manual The AC, having reviewed all non-audit services provided by the external auditor to the Group, is satisfied that the nature and extent of such services would not affect the independence of the external auditor. The AC has also conducted a review of interested person transactions. The AC convened four meetings during the year with full attendance from all members, except for one where a member was absent. The AC has also met with internal and external auditors, without the presence of the Company’s management, at least once a year. Further details regarding the AC are disclosed in the Report on Corporate Governance. 7. Auditors Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors. XYZ Holdings (Singapore) Limited | 5 SGX 1207.6.b XYZ Holdings (Singapore) Limited and its subsidiaries Directors’ statement CA 201.16 On behalf of the board of directors: ___________________________ ___________________________ Ang Beng Choo De Silva Elizabeth Frances Director Director 27 February 2016 Commentary: The Companies (Amendment) Bill was passed by Parliament in October 2014. On 15 April 2015, ACRA announced that the legislative changes to the Companies Act will be effected in two phases. The first phase was implemented on 1 July 2015. The second phase will commence in the first quarter of 2016. Included in the first phase is the removal of the directors’ report and introduction of the new directors’ statement containing the information set out in the new Twelfth Schedule. The new section 201(16) of the Companies Act which came into operation on 1 July 2015 states that the financial statements laid before a company at its general meeting (including any consolidated financial statements annexed to the balance-sheet of a parent company) shall be accompanied, before the auditor’s report on the financial statements under this Part, by a statement signed on behalf of the directors by two directors of the company containing the information set out in the Twelfth Schedule. The adoption of these legislative changes is illustrated in the director’s statement above. FRS 1 uses the terms statement of financial position and statement of cash flows. However, an entity is not obliged to use these terminologies. In this illustration, the Group has chosen to use the terms balance sheet and cash flow statement. If an entity has chosen to use the terms introduced by FRS 1, the entity should make reference to the new terms used in its financial statements. Presentation of the statement of changes in equity for the Company when consolidated financial statements are presented is optional. In this illustration, the Company has chosen to present the statement of changes in equity for the Company together with the consolidated financial statements and balance sheet of the Company. Accordingly, the statement by directors includes the directors’ opinion on whether the statement of changes in equity is drawn up so as to give a true and fair view of the changes in equity of the Company. This applies to the auditor’s opinion expressed in the auditor’s report as well. Í Section 201B (5) of the Companies Act requires a description of the nature and extent of the functions performed by the audit committee pursuant to section 201B (5). If the nature and extent of the functions are described in the Report on Corporate Governance and the Directors’ Report makes reference to the Report on Corporate Governance instead, the directors must ensure that the Report on Corporate Governance describes the functions pursuant to section 201B (5) of the Companies Act. XYZ Holdings (Singapore) Limited | 6 XYZ Holdings (Singapore) Limited and its subsidiaries Independent auditor’s report For the financial year ended 31 December 2015 Independent uditors’ report Independent Auditor’s Report to the Members of XYZ Holdings (Singapore) Limited ÊË SSA 700.22, CA 207.1.a CA 207.1.b Report on the Financial Statements SSA 700.39 We have audited the accompanying financial statements of XYZ Holdings (Singapore) Limited (the “Company”) and its subsidiaries (collectively, the “Group”) set out on pages 9 to 188, which comprise the balance sheets Ì of the Group and the Company as at 31 December 2015, the statements of changes in equity of the Group and the Company and the consolidated income statement , consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information. SSA 700.23 Management’s Responsibility for the Financial Statements SSA 700.25 Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. SSA 700.26 Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. SSA 700.28 SSA 700.29 and 30 SSA 700.31 SSA 700.33 Opinion In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and of the financial performance, changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended on that date. SSA 700.34 Report on Other Legal and Regulatory Requirements SSA 700.38 In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. CA 207.2.b SSA 700.35 CA 207.2.a ___________________________ Ernst & Young LLP SSA 700.40 Public Accountants and Chartered Accountants Singapore SSA 700.42 SSA 700.41 27 February 2016 XYZ Holdings (Singapore) Limited | 7 XYZ Holdings (Singapore) Limited and its subsidiaries Independent auditor’s report For the financial year ended 31 December 2015 Commentary: Ê Please refer to commentary no. 1 of the directors’ statement. The Institute of Singapore Chartered Accountants (ISCA) amended its pronouncements relating to auditor’s report to reflect the terminology changes resulting from the legislative changes made to the Companies Act in October 2014. These terminology changes are reflected in this illustrative Independent Auditor’s Report. Ë The ISCA issued the enhanced Auditor Reporting Standards that deals with the form and content of the auditor’s report to be issued for audits of financial statements for periods ending on or after 15 December 2016 conducted in accordance with Singapore Standards of Auditing (SSA). An illustration of the enhanced independent auditor’s report is illustrated in Appendix B Illustrative New Auditor’s Report. Ì Please refer to commentary no. 2 of the directors’ statement. Í In this illustration, the Group has chosen to present its comprehensive income in two linked statements. If an entity has chosen to present its comprehensive income in one single statement, the reference to consolidated income statement should be removed. Î Please refer to commentary no. 3 of the directors’ statement. XYZ Holdings (Singapore) Limited | 8 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated income statement For the financial year ended 31 December 2015 (Illustrating the analysis of expenses by function) Note 2015 2014 $’000 $’000 FRS 1.81.b and 103 Continuing operations Revenue 4 Cost of sales Gross profit 136,720 142,571 (104,271) (111,820) FRS 1.103 30,751 FRS 1.103 32,449 Other items of income Interest income FRS 1.103 5 Dividend income from investment securities Other income FRS 1.82.a and 103 6 430 327 FRS 18.35.b.iii 526 406 FRS 18.35.b.v 1,511 886 Other items of expense Marketing and distribution Research and development Administrative expenses (4,895) (4,195) (320) (327) FRS 1.103 FRS 1.103, FRS 38.126 (20,266) (18,952) FRS 1.103 Finance costs 7 (1,715) (1,512) FRS 1.82.b Other expenses 8 (1,471) (724) FRS 1.103 128 FRS 1.82.c FRS 1.82.c Share of results of joint ventures 151 Share of results of associates Profit before tax from continuing operations Income tax expense 657 328 9 7,057 7,116 10 (1,557) (1,687) 5,500 5,429 Profit from continuing operations, net of tax FRS 1.85 FRS 1.82.d, FRS 12.77 FRS 1.85 Discontinued operation Loss from discontinued operation, net of tax 11 Profit for the year (544) (188) 4,956 5,241 5,320 5,029 FRS 1.82.e, FRS 105.33.a & 33A FRS 1.81A.a Attributable to: Owners of the Company Profit from continuing operations, net of tax Loss from discontinued operation, net of tax (544) Profit for the year attributable to owners of the Company (188) FRS 105.33.d FRS 105.33.d 4,776 4,841 Profit from continuing operations, net of tax 180 400 Loss from discontinued operation, net of tax – – 180 400 FRS 1.81B.i FRS 1.81B.ii Non-controlling interests Profit for the year attributable to non-controlling interests Earnings per share from continuing operations attributable to owners of the Company (cents per share) Basic 12(a) 22.98 21.81 FRS 33.66 and 67A Diluted 12(a) 22.73 21.58 FRS 33.66 and 67A Basic 12(b) 20.63 21.00 FRS 33.66 and 67A Diluted 12(b) 20.43 20.78 FRS 33.66 and 67A Earnings per share (cents per share) The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 9 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated statement of comprehensive income For the financial year ended 31 December 2015 Consolidated statement of comprehensive income Profit for the year 2015 2014 $’000 $’000 4,956 5,241 1,250 2,404 FRS 1.82.f Other comprehensive income: Items that will not be reclassified to profit or loss Net surplus on revaluation of freehold land and buildings Share of gain on property revaluation of associates FRS 1.82A.b 62 10 1,312 2,414 274 110 Items that may be reclassified subsequently to profit or loss Net fair value gains on available-for-sale financial assets FRS 16.77.f FRS 1.82A.a FRS 107.20.a.ii Net fair value changes on available-for-sale financial assets reclassified to profit or loss (100) (12) FRS 107.20.a.ii Foreign currency translation (181) (82) FRS 21.52.b (7) 16 Other comprehensive income for the year, net of tax 1,305 2,430 FRS 1.81A.b Total comprehensive income for the year 6,261 7,671 FRS 1.81A.c 6,091 7,211 FRS 1.81B.b.ii 170 460 FRS 1.81B.b.i 6,261 7,671 Attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the year Attributable to: Owners of the Company Total comprehensive income from continuing operations, net of tax Total comprehensive income from discontinued operation, net of tax Total comprehensive income for the year attributable to owners of the Company 6,585 (494) 6,091 7,379 (168) 7,211 The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 10 FRS 105.33.d FRS 105.33.d XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated statement of comprehensive income For the financial year ended 31 December 2015 Commentary: Complete set of financial statements FRS 1.10 Ê Under FRS 1, a complete set of financial statements comprises: (a) A statement of financial position as at the end of the period* (b) A statement of profit or loss and other comprehensive income for the period (c) A statement of changes in equity for the period (d) A statement of cash flows for the period* (e) Notes, comprising a summary of significant accounting policies and other explanatory information (f) Comparative information in respect of the preceding period** (g) A statement of financial position as at the beginning of the earliest comparative period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements*** * FRS 1 replaces the term balance sheet with statement of financial position, and cash flow statement with statement of cash flows. However, an entity is not obliged to use these new titles. ** An entity shall present, as a minimum, two statements of financial position, two statements of profits or loss and other comprehensive income, two separate statements of profit or loss (if presented), two statements of cash flows and two statements of changes in equity, and related notes. This shall include comparative information for narrative and descriptive information if it is relevant to understanding the current period’s financial statements. *** In such cases, a complete set of financial statements will include three statements of financial position. FRS 1.10 FRS 1.38 and 38A FRS 1.10 Presentation of statement of profit or loss and other comprehensive income and analysis of expenses An entity can present a single statement of profit or loss and other comprehensive income, with profit or loss and other comprehensive income in two sections or as two linked statements. FRS 1.81A When an entity present a single statement of profit or loss and other comprehensive income, with profit or loss and other comprehensive income in two sections, the sections shall be presented together, with the profit or loss section presented first followed directly by the other comprehensive income section. When an entity present the profit or loss section in a separate statement of profit or loss, the separate statement of profit or loss shall immediately precede the statement of comprehensive income, which shall begin with profit or loss. An entity shall present an analysis of expenses using a classification based on either the nature of expenses or their function within the entity, whichever provides information that is reliable and more relevant. The main consideration in choosing an appropriate analysis for disclosure purposes should be the entity’s accounting system and management reporting system. FRS 1.99 In this illustration, the format adopted is two linked statements with analysis of expenses by their function within the entity. An illustration of a statement of comprehensive income in a single statement with analysis of expenses by their nature is provided in Appendix A-1 Consolidated statement of comprehensive income in one statement – illustrating the analysis of expenses by nature. Where the former format is adopted (as in the case of this illustration), the entity shall disclose additional information on the nature of expenses, including depreciation and amortisation as well as employee benefits expense in the notes. FRS 1.104 XYZ Holdings (Singapore) Limited | 11 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated statement of comprehensive income For the financial year ended 31 December 2015 Commentary (continued): Reporting of continuing and discontinued operations The separate reporting of continuing and discontinued operations in the statement of comprehensive income is required only where there are discontinued operations as defined by FRS 105 Non-current Assets Held for Sale and Discontinued Operations. FRS 105.30 and 33 An entity shall re-present the disclosures required for discontinued operations for prior periods presented in the financial statements so that the disclosures relate to all operations that have been discontinued by the end of the reporting period for the latest period presented. FRS 105.34 On disposal of the disposal group, the gain or loss from discontinued operation presented on the statement of comprehensive income includes the gain or loss on disposal of the disposal group constituting the discontinued operation. FRS 105.33.b.iii Other additional disclosures Additional line items, heading and subtotals should be presented on the face of the statement of comprehensive income, when such presentation is relevant to the understanding of the entity’s financial performance. Commentary on certain line items illustrated in the statement of comprehensive income FRS 1.85 Interest income and dividend income “Interest income” and “dividend income” exclude interest income and dividends respectively, from financial assets at fair value through profit or loss. As disclosed in Note 2.15(a)(i), XYZ Holdings (Singapore) Limited has made a policy choice to include interest and dividend income in the net gains or net losses on financial assets at fair value through profit or loss, instead of recognising them separately. FRS 107 AGB5.e Research and development “Research and development” costs represent the aggregate amount of research and development expenditure recognised as an expense during the period, including amortisation of deferred development cost. FRS 38.126 and 127 Share of results of associates and joint ventures “Share of results of associates” and “share of results of joint ventures” are presented net of tax and non-controlling interests in the associates. FRS 1.IG6 Terminology used Although FRS 1 uses the terms “other comprehensive income”, “profit or loss” and “total comprehensive income”, an entity may use other terms to describe the totals as long as the meaning is clear. For example, an entity may use the term “net income” to describe profit or loss. XYZ Holdings (Singapore) Limited | 12 FRS 1.8 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated statement of comprehensive income For the financial year ended 31 December 2015 Commentary (continued): Tax effects related to each component of other comprehensive income FRS 1.91 An entity may present components of other comprehensive income either: (a) net of related tax effects, as illustrated in the statement of comprehensive income, or (b) before related tax effects with one amount shown for the aggregate amount of income tax relating to those components. In this illustration, the share of other comprehensive income of associates relates to property revaluation attributable to owners of the associates, which is an item that will not be reclassified to profit or loss. If an entity has share of other comprehensive income of associates which relates to items that may be reclassified subsequently to profit or loss, the item shall be presented under the group of items that may be reclassified subsequently to profit or loss. Additional illustrative disclosures: Tax effects related to each component of other comprehensive income Extract of statement of comprehensive income illustrating other comprehensive income presented at gross before related tax effects: 2015 $’000 2014 $’000 1,506 75 2,868 12 (269) 1,312 (466) 2,414 350 135 Other comprehensive income: Items that will not be reclassified to profit or loss Net surplus on revaluation of freehold land and buildings Share of gain on property revaluation of associates Income tax relating to components of other comprehensive income Items that may be reclassified subsequently to profit or loss Net fair value gains on available-for-sale financial assets Net fair value changes on available-for-sale financial assets reclassified to profit or loss Foreign currency translation (120) (181) (15) (82) Income tax relating to components of other comprehensive income (56) (22) Other comprehensive income for the year, net of tax (7) 1,305 16 2,430 Either way, the amount of income tax relating to each component of other comprehensive income must be disclosed either in the statement of comprehensive income or in the notes. In this illustration, the entity has chosen to disclose the related tax effects in the Note 10 “Income tax expense”. XYZ Holdings (Singapore) Limited | 13 FRS 1.90 FRS 12.81.ab This page has been left blank intentionally. XYZ Holdings (Singapore) Limited | 14 XYZ Holdings (Singapore) Limited and its subsidiaries Balance sheets As at 31 December 2015 Group Company 2015 $'000 2014 $'000 13 14 15 16 17 18 19 20 21 22 30,718 4,645 2,419 5,811 1,674 10,595 470 2,793 4,608 63,733 31,064 3,955 1,333 5,733 1,523 10,321 463 2,778 3,106 60,276 1,079 12,147 21 16,753 30,000 603 10,582 26 17,401 28,612 23 24 25 651 2,900 24,020 122 22,852 1,512 170 6,117 58,344 398 2,650 24,400 250 24,967 1,260 105 4,858 58,888 53 338 4,621 5,012 122 350 4,145 4,617 2,270 60,614 58,888 2,300 7,312 4,617 124,347 119,164 37,312 33,229 801 300 2,927 1,189 295 210 6,734 2,290 1,447 - 2,115 - FRS 1.54.l FRS 20.24 FRS 1.54.n FRS 1.54.m FRS 11.42.b FRS 1.54.k FRS 1.54.m FRS 1.54.m Note 2015 $'000 2014 $'000 Assets Non-current assets Property, plant and equipment Investment properties Intangible assets Land use rights Investment in subsidiaries Investment in joint venture Investment in associates Deferred tax assets Other receivables Investment securities Current assets Gross amount due from customers for contract work-in-progress Development properties Inventories Prepaid operating expenses Trade and other receivables Investment securities Derivatives Cash and short-term deposits Assets of disposal group classified as held for sale 21 22 26 27 11 Total assets FRS 1.54.a FRS 1.54.b FRS 1.54.c FRS 1.55 FRS 1.55 FRS 1.54.e FRS 1.54.e FRS 1.54.o and 56 FRS 1.54.h FRS 1.54.d FRS 11.42.a FRS 1.54.g FRS 1.54.g FRS 1.55 FRS 1.54.h FRS 1.54.d FRS 1.54.d FRS 1.54.i FRS 1.54.j FRS 105.38 Equity and liabilities Current liabilities Provisions Deferred capital grants Income tax payable Loans and borrowings Gross amount due to customers for contract work-in-progress Trade and other payables Other liabilities Derivatives 23 31 32 26 Liabilities directly associated with disposal group classified as held for sale 358 17,367 3,659 22 26,623 586 18,934 2,579 31,628 470 1,166 3,083 414 446 2,975 11 2,071 28,694 31,628 3,083 2,975 31,920 27,260 4,229 1,642 1,525 3,488 2,273 13,415 200 20,901 1,841 1,754 1,904 13,188 18,687 226 5,750 5,976 231 5,628 5,859 Total liabilities 49,595 50,315 9,059 8,834 Net assets 74,752 68,849 28,253 24,395 33(a) 33(b) 11,090 (159) 54,657 7,058 9,665 51,627 5,657 11,090 (159) 16,700 622 9,665 14,309 421 FRS 1.54.r FRS 1.54.r FRS 1.54.r FRS 1.54.r 11 128 72,774 1,978 74,752 66,949 1,900 68,849 28,253 28,253 24,395 24,395 FRS 105.38 124,347 119,164 37,312 33,229 28 29 30 Net current assets Non-current liabilities Provisions Deferred capital grants Deferred tax liabilities Loans and borrowings Other payables Equity attributable to owners of the Company Share capital Treasury shares Retained earnings Other reserves Reserve of disposal group classified as held for sale Non-controlling interests Total equity Total equity and liabilities 28 29 20 30 31 The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 15 FRS 1.54.p, FRS 105.38 FRS 1.54.l FRS 20.24 FRS 1.54.o and 56 FRS 1.54.m FRS 1.54.k FRS 1.54.q XYZ Holdings (Singapore) Limited and its subsidiaries Balance sheets As at 31 December 2015 Commentary: Complete set of financial statements Ê Please refer to commentary no. 1 of the consolidated statement of comprehensive income. An entity shall disclose the amount expected to be recovered or settled after more than twelve FRS 1.61 months for each asset and liability line item that combines amounts expected to be recovered or settled: (a) no more than twelve months after the reporting period, and (b) more than twelve months after the reporting period. An entity shall present current and non-current assets, and current and non-current liabilities, as separate classifications in its balance sheets in accordance with FRS1.66 to FRS 1.67 except when a presentation based on liquidity provides information that is reliable and more relevant. When that exception applies, an entity shall present all assets and liabilities in order of liquidity. XYZ Holdings (Singapore) Limited | 16 FRS 1.60 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Statement of changes in equity Attributable to owners of the Company 2015 Group Opening balance at 1 January 2015 Profit for the year Note 2.2 Equity, total Equity attributable to owners of the Company, total Share capital Treasury shares $’000 $’000 $’000 $’000 68,849 66,949 9,665 4,956 4,776 – Retained earnings Other reserves, total Fair value adjustment reserve Asset revaluation reserve Statutory reserve fund Foreign currency translation reserve $’000 $’000 $’000 $’000 $’000 $’000 - 51,627 5,657 426 4,414 740 - 4,776 - - - - (344) - Premium paid on acquisition of noncontrolling interests Employee share option reserve Gain or loss on reissuance of treasury shares Equity component of convertible redeemable preference shares Reserve of disposal group classified as held for sale Noncontrolling interests $’000 $’000 $’000 $’000 $’000 $’000 - 341 - 80 - 1,900 - - - - - 180 FRS 1.106.d.i Other comprehensive income Ê Net gain on fair value changes of available-for-sale financial assets Net surplus on revaluation of freehold land and buildings Foreign currency translation 174 1,250 (181) 174 1,250 (171) – – – – – – – – – 174 1,250 (171) 174 – – 1,250 – – – – – – – (171) – – – – – – – – – – – – – – – – – – – – – FRS 1.106A, FRS 1.106.d.ii, FRS 1.82,g and FRS 107.20.a.II – FRS 1.106A,FRS 1.106.d.ii, FRS 1.82.g, FRS 16.77.f (10) Share of other comprehensive income of associates Other comprehensive income for the year, net of tax 62 62 – – – 62 - 62 – 1,305 1,315 – – – 1,315 174 1,312 – (171) – – – – – (10) Total comprehensive income for the year 6,261 6,091 - - 4,776 1,315 174 1,312 - (171) - - - – - 170 – – FRS 1.106A,FRS 1.106.d.ii, FRS 1.82.g, FRS 21.52.b FRS 1.106A, FRS 1.106.d.ii, FRS 1.82.h, FRS 28.39 FRS 1.106.a XYZ Holdings (Singapore) Limited | 17 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Attributable to owners of the Company 2015 Group Note Equity, total Equity attributable to owners of the Company, total Share capital Treasury shares Retained earnings Other reserves, total Fair value adjustment reserve Asset revaluation reserve Statutory reserve fund Foreign currency translation reserve Premium paid on acquisition of noncontrolling interests Employee share option reserve Gain or loss on reissuance of treasury shares Equity component of convertible redeemable preference shares Reserve of disposal group classified as held for sale Noncontrolling interests Contributions by and distributions to owners FRS 1.106.d.iii Shares issued for acquisition of a subsidiary 33(a) Share issuance expense 33(a) 1,475 (50) 1,475 (50) 1,475 (50) Grant of equity-settled share options to employees 35 245 245 - Purchase of treasury shares 33(b) (254) (254) - Treasury shares reissued pursuant to employee share option plans 33(b) Dividends on ordinary shares 43 Total contributions by and distributions to owners 81 81 (116) (116) 1,425 Acquisition of non-controlling interests without a change in control 17 - - - - - - - - - - FRS 1.106.d.iii - - - - - - - - - - - FRS 32.39 - 245 - - - - - 245 - - - - FRS 102.50 - - - - - - - - - - - - FRS 32.33 - - - - - 65 - - - FRS 102.50, FRS 32.33 (254) - - 558 - - 95 (1,613) 17 - - - (1,613) Changes in ownership interests in subsidiaries Acquisition of subsidiary - (159) - (14) (79) (1,613) - - - - - - - - - - - FRS 1.106.d.iii (1,613) 231 - - - - – 166 65 – - - FRS 1.106.d.iii - - - - - - - - - - 558 FRS 1.106.d.iii - - - - (800) (150) - - - (150) - - - - (150) - - - - (650) Total changes in ownership interests in subsidiaries (242) (150) - - - (150) - - - - (150) - - - - (92) FRS 1.106.d.iii Total transactions with owners in their capacity as owners (358) (266) 1,425 - - - - (150) 166 65 - - (92) FRS 1.106.d.iii (159) (1,613) 81 XYZ Holdings (Singapore) Limited | 18 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Attributable to owners of the Company 2015 Group Note Equity, total Equity attributable to owners of the Company, total Share capital Treasury shares Retained earnings Other reserves, total Fair value adjustment reserve Asset revaluation reserve Statutory reserve fund Foreign currency translation reserve Premium paid on acquisition of noncontrolling interests Employee share option reserve Gain or loss on reissuance of treasury shares Equity component of convertible redeemable preference shares Reserve of disposal group classified as held for sale Noncontrolling interests Others Reserve attributable to disposal group classified as held for sale - - - - - (128) - (128) - - - Expiry of employee share options - - - - 30 (30) - - - - - Transfer to statutory reserve fund - - - - (163) 163 - - 163 - - Total Others - - - - (133) 5 - (128) 163 - - 74,752 72,774 54,657 7,058 600 5,598 903 Closing balance at 31 December 2015 11 11,090 (159) (515) (150) (30) (30) 477 - - 128 - FRS 105.38 - - - - FRS 102.50 - - - - FRS 1.106.d.iii - - 128 - 65 80 128 1,978 The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 19 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Attributable to owners of the Company 2014 Group Opening balance at 1 January 2014 Profit for the year Note 2.2 Equity, total Equity attributable to owners of the Company, total Share capital Retained earnings Other reserves, total Fair value adjustment reserve $’000 $’000 $’000 $’000 $’000 $’000 $’000 62,458 61,018 9,510 48,477 3,031 328 2,000 613 5,241 4,841 - 4,841 - - - - Asset revaluation reserve Statutory reserve fund $’000 Foreign currency translation reserve Employee share option reserve $’000 $’000 (202) - Equity component of convertible redeemable preference shares $’000 Noncontrolling interests $’000 292 - 1,440 - - 400 FRS 1.106.d.i Other comprehensive income Ê Net gain on fair value changes of available-forsale financial assets Net surplus on revaluation of freehold land and buildings Foreign currency translation Share of other comprehensive income of associates 98 2,404 (82) 98 2,404 (142) - - - - - - 98 2,404 (142) 98 - - - 2,404 - - - - 10 10 - - 10 - 10 - Other comprehensive income for the year, net of tax 2,430 2,370 – – 2,370 98 2,414 – Total comprehensive income for the year 7,671 7,211 - 4,841 2,370 98 2,414 - - - (142) - - - - - - - - FRS 1.106A, FRS 1.106.d.ii, FRS 1.82.g and FRS 107.20.a.II - FRS 1.106A, FRS 1.106.d.ii,FRS 1.82.g, FRS 16.77.f 60 - - - (142) – – 60 (142) - - 460 XYZ Holdings (Singapore) Limited | 20 FRS 1.106A, FRS 1.106.d.ii, FRS 1.82.g, FRS 21.52.b FRS 1.106A, FRS 1.106.d.ii, FRS 1.82.h, FRS 28.39 FRS 1.106.a XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Attributable to owners of the Company 2014 Group Note Equity, total Equity attributable to owners of the Company, total Share capital Retained earnings Other reserves, total Fair value adjustment reserve $’000 $’000 $’000 $’000 $’000 $’000 Asset revaluation reserve $’000 Statutory reserve fund $’000 Foreign currency translation reserve Employee share option reserve $’000 $’000 Equity component of convertible redeemable preference shares $’000 Noncontrolling interests $’000 Contributions by and distributions to owners Grant of equity-settled share options to employees Exercise of employee share options Dividends on ordinary shares Equity component of redeemable preference shares Total transactions with owners in their capacity as owners FRS 1.106.d.iii 35 33(a) 43 150 150 - - 150 - - - - 150 - - FRS 102.50 72 72 155 - (83) - - - - (83) - - FRS 102.50 - - - - - - - - FRS 1.106.d.iii (1,582) 80 (1,280) (1,582) 80 (1,280) 155 (1,582) (1,582) 80 - - - - - 80 - FRS 32.28 147 - - - - 67 80 - FRS 1.106.d.iii (18) - - FRS 102.50 - - FRS 1.106.d.iii - - 80 1,900 Others Expiry of employee share options - - - (18) - - - - Transfer to statutory reserve fund - - - (127) 127 - - 127 - Total others - - - (109) 109 - - 127 - 68,849 66,949 9,665 5,657 426 4,414 740 Closing balance at 31 December 2014 18 51,627 (344) (18) 341 The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 21 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Retained earnings Other reserves, total Employee share option reserve Gain or loss on reissuance of treasury shares Equity component of convertible redeemable preference shares $'000 $'000 $'000 $'000 $'000 2015 Company Note Opening balance at 1 January 2015 Profit for the year, representing total comprehensive income for the year Equity, total Share capital Treasury shares $'000 $'000 $'000 24,395 9,665 - 14,309 421 341 - 80 3,974 - - 3,974 - - - - FRS 1.106.d.i ,FRS 1.106.a 1,475 1,475 - - - - - - FRS 1.106.d.iii Contributions by and distributions to owners FRS 1.106.d.iii Shares issued for acquisition of a subsidiary 33(a) Share issuance expense 33(a) Grant of equity-settled share options to employees 35 Expiry of employee share options Purchase of treasury shares 33(b) Treasury shares reissued pursuant to employee share option plans Dividends on ordinary shares Total transactions with owners in their capacity as owners Closing balance at 31 December 2015 - - - - - - FRS 32.39 245 (50) - - - 245 245 - - FRS 102.50 - - - 30 (30) (30) - - FRS 102.50 - - FRS 32.33 65 - FRS 102.50, FRS 32.33 (254) 81 43 (50) - (254) 95 - (14) (79) (1,613) - (1,613) - - - - FRS 1.106.d.iii (116) 1,425 (159) (1,583) 201 136 65 - FRS 1.106.d.iii 11,090 (159) 16,700 622 477 65 80 28,253 - - The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 22 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 2014 Company Note Opening balance at 1 January 2014 Profit for the year, representing total comprehensive income for the year Equity, total Share capital Treasury shares Retained earnings Other reserves, total $'000 $'000 $'000 $'000 $'000 23,226 9,510 2,449 - Employee share option reserve Gain or loss on reissuance of treasury shares Equity component of convertible redeemable preference shares $'000 $'000 $'000 - 13,424 292 292 - - - 2,449 - - - - Contributions by and distributions to owners Grant of equity-settled share options to employees FRS 1.106.d.i , FRS 1.106.a FRS 1.106.d.iii 150 - - - 150 150 - - FRS 102.50 72 155 - - (83) (83) - - FRS 102.50 - - - 18 (18) (18) 80 - - - (1,582) - - Total transactions with owners in their capacity as owners (1,280) 155 Closing balance at 31 December 2014 24,395 9,665 Exercise of employee share options 35 33(a) Expiry of employee share options Equity component of redeemable preference shares Dividends on ordinary shares 43 - - 80 - - 80 (1,582) - - - - FRS 1.106.d.iii - (1,564) 129 49 - 80 FRS 1.106.d.iii - 14,309 421 341 - 80 The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 23 FRS 102.50 FRS 32.28 XYZ Holdings (Singapore) Limited and its subsidiaries Statements of changes in equity For the financial year ended 31 December 2015 Commentary: Analysis of other comprehensive income for each component of equity in the statement of changes in equity Ê FRS 1 Presentation of Financial Statements requires an analysis of other comprehensive income for each component of equity to be presented either in the statement of changes in equity or in the notes to the financial statements. In this illustration, the Group has chosen to present an analysis of other comprehensive income for each component of equity in the statement of changes in equity. Statement of changes in equity for the company Presentation of the statement of changes in equity for the Company when consolidated financial statements are presented is optional. Information relating to the equity items presented in the Company’s balance sheet may be presented in the notes to the financial statements instead. XYZ Holdings (Singapore) Limited | 24 FRS 1.106.d.ii FRS 1.106A XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated cash flow statement Ê For the financial year ended 31 December 2015 2015 2014 $'000 $'000 Consolidated cash flow statement Note FRS 7.18.b Operating activities Profit before tax from continuing operations Loss before tax from discontinued operation 7,057 11 (551) 6,506 Profit before tax, total 7,116 (193) 6,923 Adjustments for: FRS 7.20.b and c Amortisation of deferred capital grant 29 (239) (180) Amortisation of intangible assets 15 220 252 Amortisation of land use rights 16 132 130 Depreciation of property, plant and equipment 13 3,043 2,838 Grant of equity-settled share options to employees 35 245 150 Net fair value gains on investment properties 14 (489) (129) Net fair value gains on held for trading investment securities 6 (135) (95) Net fair value gains on derivatives 6 (43) (56) Net fair value gains on available-for-sale financial assets (transferred from equity on disposal of investment securities) 6 (120) (15) Net gain on remeasuring previously held equity interest in associates to fair value on business combination 140 - 17 235 – Impairment loss on property, plant and equipment 13 500 – Impairment loss on intangible assets 15 200 – Impairment loss on investment securities 22 198 210 Fair value adjustment of contingent consideration for a business combination Impairment loss on trade receivables 135 Net loss/(gain) on disposal of property, plant and equipment 76 Finance costs 1,715 115 (120) 1,512 Dividend income from investment securities (526) (406) Interest income (430) (327) Loss recognised on re-measurement to fair value less costs to sell 11 450 – Provisions (144) 105 Share of results of joint venture (151) (128) Share of results of associates (657) (328) Unrealised exchange (gain)/loss (240) Total adjustments Operating cash flows before changes in working capital 120 4,115 3,648 10,621 10,571 Changes in working capital FRS 7.20.a Increase in development property (250) (200) Increase in gross amount due from customers for contract work-in-progress (253) (331) Decrease in gross amount due to customers for contract work-in-progress (228) Decrease/(increase) in inventories 942 (356) (1,575) Decrease in trade and other receivables 2,245 904 Decrease in prepaid operating expenses 128 62 Decrease in trade and other payables Increase/(decrease) in other liabilities Total changes in working capital Cash flows from operations Interest received FRS 7.28 (1,562) (1,864) 630 (496) 1,662 (3,856) 12,283 6,715 430 327 FRS 7.31 Interest paid (1,834) (1,550) FRS 7.31 Income taxes paid (5,682) (3,571) FRS 7.35 5,197 1,741 FRS 7.10 Net cash flows from operating activities XYZ Holdings (Singapore) Limited | 25 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated cash flow statement Ê For the financial year ended 31 December 2015 Note 2015 2014 $'000 $'000 Investing activities Net cash inflow on acquisition of a subsidiary FRS 7.21 17 Dividend income from investment securities Proceeds from disposal of investment securities Proceeds from government grants 29 Proceeds from disposal of property, plant and equipment Purchase of investment securities 217 – FRS 7.39 526 406 FRS 7.31 328 278 FRS 7.16.d 2,040 1,030 FRS 20.28 6,867 1,559 FRS 7.16.b (2,025) (588) FRS 7.16.c 13 (8,640) (4,358) FRS 7.16.a Subsequent expenditure on investment properties 14 (500) Additions to intangible assets 15 (200) (200) (1,387) (1,873) Purchase of property, plant and equipment Net cash flows generated from/(used in) investing activities – Financing activities Acquisition of non-controlling interests Dividends paid on ordinary shares (800) 43 (1,613) 33(b) Proceeds from re-issuance of treasury shares 33(b) Proceeds from exercise of employee share options Proceeds from loans and borrowings 17 Repayment of loans and borrowings – (1,582) (254) Net increase in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents – FRS 7.17.a – 72 FRS 7.17.a 4,259 3,000 FRS 7.17.c 95 (50) – 27 – (132) (1,305) 1,358 2,505 1,226 (50) Cash and cash equivalents at 1 January FRS 7.31 FRS 7.17.b (135) Net cash flows (used in)/from financing activities FRS 7.42A – (2,807) Repayment of obligations under finance leases Cash and cash equivalents at 31 December FRS 7.16.a FRS 7.10 FRS 7.21 17 Purchase of treasury shares Share issuance expense FRS 7.16.a FRS 7.17.d FRS 7.17.e FRS 7.10 35 FRS 7.28 3,414 2,153 FRS 7.45 5,869 3,414 FRS 7.45 The accompanying accounting policies and explanatory notes form an integral part of the financial statements. XYZ Holdings (Singapore) Limited | 26 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated cash flow statement Ê For the financial year ended 31 December 2015 Additional illustrative disclosures: Presentation of consolidated cash flow statement using direct method Ê In this illustration, the consolidated cash flow statement is presented using indirect method whereby profit or loss is adjusted for the effects of non-cash transactions, deferrals, accruals and investing or financing cash flows. FRS 7.18 allows entities to report cash flows from operating activities using either the direct method or indirect method. The cash flow from operating activities prepared using the direct method is illustrated below: FRS 7.App A Group 2015 $'000 FRS 7.18 2014 $'000 Operating activities Receipts from customers Payments to suppliers and employees Cash generated from operations Interest paid Income taxes paid Net cash flows from/(used in) operating activities XXX (XXX) XXX (XXX) (XXX) XXX XXX (XXX) XXX (XXX) (XXX) (XXX) The cash flow from financing and investing activities under the direct method are identical to that prepared under indirect method. Disposal of subsidiary In this illustration, there is no disposal of subsidiary or other business units during the financial year. If there is such disposal, an entity should disclose: (a) (b) (c) (d) FRS 7.40.a-d The total disposal consideration; The portion of the disposal consideration discharged by means of cash and cash equivalents; The amount of cash and cash equivalents in the subsidiary or business unit disposed of; and The amount of the assets and liabilities other than cash and cash equivalents in the subsidiary or business unit disposed of, summarised by each major category. An investment entity, as defined in FRS 110 Consolidated Financial Statements, need not apply (c) and (d) above to an investment in subsidiary that is required to be measured at fair value through profit or loss. FRS 7.40A Illustrative note disclosure: The company disposed of XXX Limited, a wholly owned subsidiary, on 30 November 2015 at its carrying value. The disposal consideration was fully settled in cash. FRS 7.40.b The value of assets and liabilities of XXX Limited recorded in the consolidated financial statements as at 30 November 2015, and the cash flow effect of the disposal were: FRS 7.40.d Property, plant and equipment Trade and other receivables Inventories Cash and cash equivalents Trade and other payables Income tax payable Carrying value of net assets Total consideration Cash and cash equivalents of the subsidiary Net cash inflow on disposal of a subsidiary $’000 XXX XXX XXX XXX XXX (XXX) (XXX) FRS 7.40.c XXX XXX (XXX) XXX XYZ Holdings (Singapore) Limited | 27 FRS 7.40.a and b FRS 7.40.c FRS 7.39 XYZ Holdings (Singapore) Limited and its subsidiaries Consolidated cash flow statement Ê For the financial year ended 31 December 2015 Commentary: Contingent consideration for business combination In this illustration, there is no payment of contingent consideration for business combination during the year. For illustrative disclosure of contingent consideration for business combination in the year when the amount is paid and its impact on the presentation in the statement of cash flows, please refer to commentary no.1 of Note 32 Other liabilities. Foreign currency translation differences Foreign currency translation differences that arise on translation of foreign currency cash and cash equivalents should be reported in the consolidated cash flow statement in order to reconcile opening and closing balances of cash and cash equivalents, separately from operating, financing and investing cash flows. XYZ Holdings (Singapore) Limited | 28 FRS 7.28 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 1. Corporate information Ê XYZ Holdings (Singapore) Limited (the Company) is a limited liability company incorporated and domiciled in Singapore and is listed on the Singapore Exchange. The immediate and ultimate holding company is Good Group (International) Ltd. FRS 1.138.a and c FRS 24.13 CA 201.10 The registered office and principal place of business of the Company is located at Level 18, One Raffles Quay, North Tower, 048583, Singapore. FRS 1.138.a The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements. FRS 1.138.b Commentary: Disclosures required by FRS 1.138 Ê The following information may be provided in the notes to the financial statements or disclosed elsewhere in information published with the financial statements: - the domicile and legal form of the entity, its country of incorporation and the address of its registered office (or principal place of business, if different from the registered office); - a description of the nature of the entity’s operations and its principal activities; and - the name of the parent and ultimate parent of the Group. FRS 1.138 Disclosures of name of the ultimate controlling party FRS 24 requires an entity to disclose the name of the entity’s parent and, if different, the ultimate controlling party. The ultimate controlling party can be either an entity or a person. FRS 24.13 Additional illustrative disclosures: Change in entity’s name during the financial year If the entity changes its name during the financial year, the change shall be disclosed. FRS 1.51.a Illustrative disclosure where the entity changes its name during the financial year: With effect from [insert effective date of change], the name of the company was changed from [XXX] to [XXX]. 2. 2.1 FRS 1.117 Summary of significant accounting policies Basis of preparation Ê The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with Singapore Financial Reporting Standards (FRS). FRS 1.16, FRS 1.51.b and FRS 1.112.a SGX 1207.5.d The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. FRS 1.117.a The financial statements are presented Ë in Singapore Dollars (SGD or $) and all values in the tables are rounded to the nearest thousand ($’000), except when otherwise indicated. XYZ Holdings (Singapore) Limited | 29 FRS 1.51.d and e XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.1 Summary of significant accounting policies (continued) Basis of preparation Ê (continued) Commentary: Going concern uncertainty Ê When preparing financial statements, management shall make an assessment of an entity’s ability to continue as a going concern. Where the effect of the judgement made in relation to the entity’s ability to continue as a going concern has significant effect on the amounts recognised in the financial statements, the judgement made should be disclosed. FRS 1.25 FRS 1.122 Financial statements shall be prepared on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. When management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern, those uncertainties shall be disclosed. Ê FRS 1.25 Functional and presentation currency When the presentation currency is different from the functional currency of the Company, that fact shall be stated, together with disclosure of the functional currency and the reasons for using a different presentation currency. Additional illustrative disclosures: Going concern uncertainty Ê Illustrative disclosure where the ability of the company to continue as a going concern is dependent on the holding company undertaking to provide continuing financial support to the company to enable it to continue as a going concern: The Company incurred a net loss of $XXX (2014: $XXX) during the financial year ended 31 December 2015 and as at that date, the Company’s current and total liabilities exceeded its current and total assets by $XXX (2014: $XXX) and $XXX (2014: $XXX) respectively. These factors indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern depends on the holding company undertaking to provide continuing financial support to enable the Company to continue as a going concern. If the Company is unable to continue in operational existence for the foreseeable future, the Company may be unable to discharge its liabilities in the normal course of business and adjustments may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the balance sheet. In addition, the Company may have to reclassify non-current assets and liabilities as current assets and liabilities. No such adjustments have been made to these financial statements. XYZ Holdings (Singapore) Limited | 30 FRS 21.53 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.2 Summary of significant accounting policies (continued) Changes in accounting policies Ê The accounting policies adopted are consistent with those of the previous financial year except in the current financial year, the Group has adopted all the new and revised standards which are effective for annual financial periods beginning on or after 1 January 2015. The adoption of these standards did not have any effect on the financial performance or position of the Group and the Company. Commentary: Ê FRSs effective for annual period beginning on or after 1 January 2015 The following FRS and INT FRS are effective for the annual period beginning on or after 1 January 2015: · Amendments to FRS 19 Defined Benefit Plans: Employee Contributions · Improvements to FRSs (January 2014) · 2.3 - Amendments to FRS 102 Share Based Payments - Amendments to FRS 103 Business Combinations - Amendments to FRS 108 Operating Segments - Amendments to FRS 16 Property, Plant and Equipment and FRS 38 Intangible Assets - Amendments to FRS 24 Related Party Disclosures FRS 8.28.b FRS 8.28.d FRS 111.C2 Improvements to FRSs (February 2014) - Amendments to FRS 103 Business Combinations - Amendments to FRS 113 Fair Value Measurement - Amendments to FRS 40 Investment Property FRS 8 Accounting Policies, Changes in Accounting Estimates and Errors requires the disclosure of the amount of the adjustment for the current period and each prior period (to the extent practicable) upon initial application of a Standard or an Interpretation. In this illustration, it is assumed that the adoption of the new and revised standards do not have any impact on the financial statements. Standards issued but not yet effective Ê The Group has not adopted the following standards applicable to the Group that have been issued but not yet effective: Description Effective for annual periods beginning on or after Amendments to FRS 1 Disclosure Initiative 1 January 2016 FRS 115 Revenue from Contracts with Customers 1 January 2017 FRS 109 Financial Instruments 1 January 2018 Except for FRS 115 and FRS 109, the directors expect that the adoption of the other standards above will have no material impact on the financial statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of FRS 115 and FRS 109 are described below. XYZ Holdings (Singapore) Limited | 31 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.3 Summary of significant accounting policies (continued) Standards issued but not yet effective Ê FRS 115 Revenue from Contracts with Customers FRS 115 establishes a five-step model that will apply to revenue arising from contracts with customers. Under FRS 115, revenue is recognised at an amount that reflects the consideration which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in FRS 115 provide a more structured approach to measuring and recognising revenue when the promised goods and services are transferred to the customer i.e. when performance obligations are satisfied. Key issues for the Group include identifying performance obligations, accounting for contract modifications, applying the constraint to variable consideration, evaluating significant financing components, measuring progress toward satisfaction of a performance obligation, recognising contract cost assets and addressing disclosure requirements. Either a full or modified retrospective application is required for annual periods beginning on or after1 January 2017 with early adoption permitted. The Group is currently assessing the impact of FRS 115 and plans to adopt the new standard on the required effective date. FRS 109 Financial Instruments FRS 109 introduces new requirements for classification and measurement of financial assets, impairment of financial assets and hedge accounting. Financial assets are classified according to their contractual cash flow characteristics and the business model under which they are held. The impairment requirements in FRS 109 are based on an expected credit loss model and replace the FRS 39 incurred loss model. Adopting the expected credit losses requirements will require the Group to make changes to its current systems and processes. The Group currently measures one of its investments in unquoted equity securities at cost. Under FRS 109, the Group will be required to measure the investment at fair value. Any difference between the previous carrying amount and the fair value would be recognised in the opening retained earnings when the Group apply FRS 109. FRS 109 is effective for annual periods beginning on or after 1 January 2018 with early application permitted. Retrospective application is required, but comparative information is not compulsory. The Group is currently assessing the impact of FRS 109 and plans to adopt the standard on the required effective date. XYZ Holdings (Singapore) Limited | 32 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.3 Summary of significant accounting policies (continued) Standards issued but not yet effective Ê Commentary: Standards issued but not yet effective FRS 8 requires an entity to: (a) disclose those standards or interpretations that have been issued which are not yet effective; and (b) provide known or reasonably estimable information to assess the possible impact that the application of such FRSs will have on the entity’s financial statements in the period of initial application. Therefore, the Group has listed those standards and interpretations that are issued but not yet effective and relevant to the Group. For example, Amendments to FRS 16 and FRS 41 Agriculture – Bearer Plants and FRS 114 Regulatory Deferral Accounts are not relevant and has been excluded. The following is a list of standards and interpretations issued but not effective as at 31 August 2015. Each entity should customise the note accordingly to include standards that are applicable to the entity. Description Effective for annual periods beginning on or after Amendments to FRS 16 and FRS 41 Agriculture - Bearer Plants 1 January 2016 Amendments to FRS 27 Equity Method in Separate Financial Statements 1 January 2016 Amendments to FRS 16 and FRS 38 Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016 Amendments to FRS 111 Accounting for Acquisitions of Interests in Joint Operations 1 January 2016 Improvements to FRSs (November 2014) (a) Amendments to FRS 105 Non-current Assets Held for Sale and Discontinued Operations 1 January 2016 (b) Amendments to FRS 107 Financial Instruments: Disclosures 1 January 2016 (c) Amendments to FRS 19 Employee Benefits 1 January 2016 Amendments to FRS 110 and FRS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 January 2016 Amendments to FRS 1 Disclosure Initiative 1 January 2016 Amendments to FRS 110, FRS 112 and FRS 28 Investment Entities: Applying the Consolidation Exception 1 January 2016 FRS 115 Revenue from Contracts with Customers 1 January 2017 FRS 109 Financial Instruments 1 January 2018 In August 2015, the International Accounting Standards Board (IASB) issued an exposure draft which proposes to defer the effective date of this Amendments to FRS 110 and FRS 28 to a date to be decided after the IASB completes its research project on equity accounting. If the proposal is finalised before the financial statements for the year ending 31 December 2015 are authorised for issue, the effective date should be updated accordingly. XYZ Holdings (Singapore) Limited | 33 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. Summary of significant accounting policies (continued) Notes to users: The summary of significant accounting policies in this illustration are based on assumed circumstances of XYZ Holdings (Singapore) Limited and may not be relevant to all entities. Each entity should customise the significant accounting policies disclosed according to the specific circumstances relevant to the entity. 2.4 Basis of consolidation and business combinations a) Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. b) FRS 110.4 FRS 110.Appendix A FRS 110.B92 FRS 110.19 and B87 FRS 110.B86.c FRS 110.20 and B88 Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. FRS 110.B94 A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: FRS 110.23 FRS 110.B98 - de-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost; - de-recognises the carrying amount of any non-controlling interest; - de-recognises the cumulative translation differences recorded in equity; - recognises the fair value of the consideration received; - recognises the fair value of any investment retained; - recognises any surplus or deficit in profit or loss; - re-classifies the Group’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate. Business combinations and goodwill Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities Ì assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. XYZ Holdings (Singapore) Limited | 34 FRS 103.4 FRS 103.10 and 18 FRS 103.53 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. Summary of significant accounting policies (continued) 2.4 Basis of consolidation and business combinations (continued) b) Business combinations and goodwill (continued) Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in profit or loss. Ì The Group elects for each individual business combination, whether noncontrolling interest in the acquiree (if any), that are present ownership interests and entitle their holders to a proportionate share of net assets in the event of liquidation, is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Í Other components of non-controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by another FRS. Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date. Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the Group’s cashgenerating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Í The cash-generating units to which goodwill have been allocated is tested for impairment annually and whenever there is an indication that the cashgenerating unit may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. XYZ Holdings (Singapore) Limited | 35 FRS 103.39, 40 and 58 FRS 103.19 FRS 103.32 FRS 103.34 FRS 103.B63.a FRS 36.80 FRS 36.90 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.4 Summary of significant accounting policies (continued) Basis of consolidation and business combinations (continued) Commentary: Investment entities Ê FRS 110 provides exception to the consolidation requirement for entities that meet the definition of an investment entity. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss in accordance with FRS 39 Financial Instrument: Recognition and Measurement. Please refer to commentary no.9 in Note 17 Investment in subsidiaries for disclosure requirements. Reporting date of subsidiary The financial statements of the parent and its subsidiaries used in the preparation of the consolidated financial statements shall be prepared as of the same reporting date. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial statements as of the same date as the financial statements of the parent, unless it is impracticable to do so. Where it is impracticable to do so, the parent may use the financial statements of a subsidiary prepared as of a reporting date different from that of the parent, provided adjustments are made for the effects of significant transactions or events that occur between that date and the date of the parent’s financial statements, and the difference between the reporting dates of the subsidiary and parent is no more than three months. In addition, the length of the reporting periods and any difference in the reporting dates shall be the same from period to period. FRS 110.B93 When the financial statements of a subsidiary used in the preparation of consolidated financial statements are as of a date or for a period that is different from that of the consolidated financial statements, an entity shall disclose the date of the end of the reporting period of the financial statements of that subsidiary and the reason for using a different date or period. FRS 112.11 Contingent consideration Ì If there is no contingent consideration recognised in a business combination, the accounting policy is not required. Measurement of non-controlling interest FRS 103 provides acquirers with the option of measuring non-controlling interest arising in a business combination that are present ownership interests and entitle their holders to a proportionate share of net assets of the subsidiary in the event of liquidation at either: - Fair value; or - The non-controlling interest’s proportionate interest in the acquiree’s identifiable net assets. The option is elected for each individual business combination and does not constitute an accounting policy choice for similar transactions. Selecting the option will require management to carefully consider their future intentions regarding transactions with noncontrolling interest, since the two options, combined with the revisions to accounting for changes in ownership interest of a subsidiary will potentially result in significantly different amounts of goodwill and equity. Goodwill FRS 110.B92 FRS 36 Impairment of Assets permits annual impairment test for goodwill and intangible assets with indefinite useful lives to be performed at any time during the year provided it is at the same time each year. Different goodwill and intangible assets may be tested at different times. XYZ Holdings (Singapore) Limited | 36 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.4 Summary of significant accounting policies (continued) Basis of consolidation and business combinations (continued) Additional illustrative disclosures: Business combinations involving entities under common control In this illustration, there is no business combination involving entities under common control. Where a business combination involves entities or businesses under common control, it is outside the scope of FRS 103 and may be accounted for using the pooling of interest method or the acquisition method (when the transaction has substance from the perspective of the reporting entity). Illustrative accounting policy where the pooling of interest method is applied: Business combinations involving entities under common control are accounted for by applying the pooling of interest method which involves the following: · The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the consolidated financial statements of the controlling holding company. · No adjustments are made to reflect the fair values on the date of combination, or recognise any new assets or liabilities. · No additional goodwill is recognised as a result of the combination. · Any difference between the consideration paid/transferred and the equity ‘acquired’ is reflected within the equity as merger reserve. · The statement of comprehensive income reflects the results of the combining entities for the full year, irrespective of when the combination took place. Comparatives are restated to reflect the combination as if it had occurred from the beginning of the earliest period presented in the financial statements or from the date the entities had come under common control, if later. Business combinations achieved in stages In this illustration, there is no business combinations achieved in stages. Illustrative accounting policy where there is business combinations achieved in stages: In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. FRS 103.42 Contingent liabilities recognised in a business combination Ì In this illustration, there is no contingent liabilities recognised in a business combination. Illustrative accounting policy where there is contingent liabilities assumed in the business combination: A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of: FRS 103.56 - The amount that would be recognised in accordance with the accounting policy for provisions set out in Note 2.21; or - The amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with guidance for revenue recognition. Goodwill Í In this illustration, the Group does not have goodwill which forms cash generating unit in which part of the operation within that cash generating unit is disposed of. Illustrative accounting policy for goodwill which forms cash generating unit in which part of the operation within that cash generating unit is disposed of: Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cashgenerating unit retained. XYZ Holdings (Singapore) Limited | 37 FRS 36.86 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.5 Summary of significant accounting policies (continued) Transactions with non-controlling interests Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. 2.6 FRS 110.Appendix A FRS 110.22 FRS 110.23 FRS 110.B96 Foreign currency Ê The financial statements are presented in Singapore Dollars, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. a) b) FRS 1.51.d Transactions and balances Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. FRS 21.21 Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period are recognised in profit or loss. FRS 21.28 FRS 21.23 Consolidated financial statements For consolidation purpose, the assets and liabilities of foreign operations are translated into SGD at the rate of exchange ruling at the end of the reporting period and their profit or loss are translated at the exchange rates prevailing at the date of the transactions. The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss. FRS 21.39 FRS 21.48 Additional illustrative disclosures: Partial disposal of foreign operation Ê In this illustration, the Group does not have partial disposal of foreign operation. Illustrative accounting policy for foreign currency for partial disposal of foreign operation. In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation, the proportionate share of the cumulative amount of the exchange differences are re-attributed to non-controlling interest and are not recognised in profit or loss. XYZ Holdings (Singapore) Limited | 38 FRS 21.48C XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.6 Summary of significant accounting policies (continued) Foreign currency (continued) Ê Additional illustrative disclosures (continued): Partial disposal of foreign operation (continued) Ê For partial disposals of associates or jointly controlled entities that are foreign operations, the proportionate share of the accumulated exchange differences is reclassified to profit or loss. Net investment in foreign operations In this illustration, the Group does not have exchange differences arising from monetary items that form part of the Group’s net investment in foreign operation. Illustrative accounting policy for exchange differences arising from monetary items that form part of the Group’s net investment in foreign operation. Exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation. 2.7 FRS 21.32 and 48 Property, plant and equipment All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property, plant and equipment other than freehold land and buildings are measured at cost less accumulated depreciation and any accumulated impairment losses. Freehold land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses recognised after the date of the revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value of the freehold land and buildings at the end of the reporting period. Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the asset revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss. A revaluation deficit is recognised in profit or loss, except to the extent that it offsets an existing surplus on the same asset carried in the asset revaluation reserve. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Ê The revaluation surplus included in the asset revaluation reserve in respect of an asset is transferred directly to retained earnings on retirement or disposal of the asset. FRS 16.15 and 16 FRS 16.30 FRS 16.31 and 73.a FRS 16.39 FRS 16.40 FRS 16.35.b FRS 16.41 Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: - Buildings: 40 years Plant and equipment: 3 to 15 years Furniture and fixtures: 5 to 20 years XYZ Holdings (Singapore) Limited | 39 FRS 16.73.b and c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.7 Summary of significant accounting policies (continued) Property, plant and equipment (continued) Assets under construction included in plant and equipment are not depreciated as these assets are not yet available for use. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognised. FRS 36.9 FRS 16.51 FRS 16.61 FRS 16.67 FRS 16.68 Commentary: Revaluation of property, plant and equipment 2.8 Ê When an item of property, plant and equipment is revalued, any accumulated depreciation at the date of the revaluation may instead be restated proportionately with the change in the gross carrying amount of the asset so that the carrying amount of the asset after revaluation equals its revalued amount. This method is often used when an asset is revalued by means of applying an index to its depreciated replacement cost. Alternatively, the entity may adopt a policy to make an annual transfer of the revaluation surplus to retained earnings as the asset is used. In such a case, the amount of the surplus transferred would be the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost. FRS 16.35.a FRS 16.41 Investment properties ÊÌ Investment properties are properties that are either owned by the Group or leased under a finance lease that are held to earn rentals or for capital appreciation, or both, rather than for use in the production or supply of goods or services, or for administrative purposes, or in the ordinary course of business. Investment properties comprise completed investment properties and properties that are being constructed or developed for future use as investment properties. Properties held under operating leases are classified as investment properties when the definition of an investment property is met. FRS 40.5 Investment properties are initially measured at cost, including transaction costs. FRS 40.20 Subsequent to initial recognition, investment properties are measured at fair value. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which they arise. FRS 40.33 Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal. XYZ Holdings (Singapore) Limited | 40 FRS 40.8.e FRS 40.6 FRS 40.35 FRS 40.66 FRS 40.69 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.8 Summary of significant accounting policies (continued) Investment properties ÊÌ (continued) Commentary: Investment properties Ê Judgement is needed to determine whether a property qualifies as investment property. When classification is difficult, the entity should disclose the criteria developed by the entity so that it can exercise that judgement consistently in accordance with the definition of investment property. FRS 40.14 and 75.c Alternatively, the entity may adopt the cost model which is to measure investment properties at cost less accumulated depreciation and accumulated impairment losses. In these circumstances, disclosure about the cost basis and depreciation rates would be required. This option is not available if the entity accounts for property interest held under an operating lease as investment property. FRS 40.30 and 56 In addition, for any investment properties recorded at cost, FRS 40 requires disclosure about the fair value, including disclosures about the methods and significant assumptions used to determine the fair value. Therefore, companies would still need to determine the fair value of the investment properties. In the exceptional cases when an entity cannot measure the fair value of investment properties reliably, it shall disclose: FRS 40.79.e FRS 40.34 (a) a description of the investment properties; (b) an explanation of why fair value cannot be measured reliably; and (c) if possible, the range of estimate within which fair value is highly likely to lie. If an owner-occupied property becomes an investment property that will be carried at fair value, the entity shall treat any difference at that date between the carrying amount of the property in accordance with FRS 16 and its fair value in the same way as a revaluation in accordance with FRS 16. XYZ Holdings (Singapore) Limited | 41 FRS 40.61 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.9 Summary of significant accounting policies (continued) Intangible assets Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Ê Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit or loss in the year in which the expenditure is incurred. FRS 38.24 FRS 38.33 The useful lives of intangible assets are assessed as either finite or indefinite. FRS 38.88 Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. FRS 38.97 and 118.b FRS 36.9 Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually , or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. FRS 36.10.a Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised. FRS 38.113 a) FRS 38.104 FRS 36.9 FRS 38.107 FRS 38.109 Brands The brands were acquired in business combinations. The useful lives of the brands are estimated to be indefinite because based on the current market share of the brands, management believes there is no foreseeable limit to the period over which the brands are expected to generate net cash inflows for the Group. b) FRS 38.74 FRS 38.118.a FRS 38.122.a Research and development costs Research costs are expensed as incurred. Deferred development costs arising from development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete and the ability to measure reliably the expenditures during the development. XYZ Holdings (Singapore) Limited | 42 FRS 38.54 FRS 38.57 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.9 Summary of significant accounting policies (continued) Intangible assets (continued) b) Research and development costs (continued) Following initial recognition of the deferred development costs as an intangible asset, it is carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation of the intangible asset begins when development is complete and the asset is available for use. Deferred development costs have a finite useful life and are amortised over the period of expected sales from the related project (ranging from 4 to 8 years) on a straight line basis. c) FRS 38.74 FRS 38.118.a and b Club membership Club membership was acquired separately and is amortised on a straight line basis over its finite useful life of 10 years. FRS 38.118.a and b Commentary: Intangible assets 2.10 Ê Alternatively, the entity may adopt the revaluation model which is to measure intangible assets at fair value less accumulated amortisation and accumulated impairment losses. This option is only available if the fair value can be determined by reference to an active market. Please refer to commentary no.5 of Note 2.4 Business combinations and goodwill. FRS 38.75 Land use rights Ê Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost less accumulated amortisation. The land use rights are amortised on a straight-line basis over the lease term of 50 years. Commentary: Land use rights Ê Long-term land-use rights are leases under the definition of FRS 17. In this illustration, it is assumed that the lease does not transfer substantially all the risks and rewards incidental to ownership of the land. Therefore, the lease is an operating lease and the payments made on acquiring the land-use right represent prepaid lease payments. XYZ Holdings (Singapore) Limited | 43 FRS 17.8 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.11 2.12 Summary of significant accounting policies (continued) Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when an annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. FRS 36.9 An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. FRS 36.18 and 22 Impairment losses of continuing operations are recognised in profit or loss, except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. FRS 36.60 A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. FRS 36.114 FRS 36.59 FRS 36.117 FRS 36.119 Subsidiaries A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses. Ê FRS 110.6 FRS 27.17.c Commentary: Subsidiaries Ê Alternatively, the entity may choose to account for its investment in subsidiary in accordance with FRS 39 Financial Instruments: Recognition and Measurement. The same accounting must be applied for all investments in subsidiaries. When an entity accounts for a subsidiary at fair value in accordance with FRS 39, this treatment continues when the subsidiary is subsequently classified as held for sale. XYZ Holdings (Singapore) Limited | 44 FRS 27.10.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.13 Summary of significant accounting policies (continued) Joint arrangements A joint arrangement is a contractual arrangement whereby two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement is classified either as joint operation or joint venture, based on the rights and obligations of the parties to the arrangement. To the extent the joint arrangement provides the Group with rights to the assets and obligations for the liabilities relating to the arrangement, the arrangement is a joint operation. To the extent the joint arrangement provides the Group with rights to the net assets of the arrangement, the arrangement is a joint venture. FRS 111.4 FRS 111.7 FRS 111.14 FRS 111.15 FRS 111.16 a) Joint operations ÊË The Group recognises in relation to its interest in a joint operation, FRS 111.20 (a) its assets, including its share of any assets held jointly; (b) its liabilities, including its share of any liabilities incurred jointly; (c) its revenue from the sale of its share of the output arising from the joint operation; (d) its share of the revenue from the sale of the output by the joint operation; and (e) its expenses, including its share of any expenses incurred jointly. The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the accounting policies applicable to the particular assets, liabilities, revenues and expenses. FRS 111.21 b) Joint ventures The Group recognises its interest in a joint venture as an investment and accounts for the investment using the equity method. The accounting policy for investment in joint venture is set out in Note 2.14. FRS 112.21.b.i Additional illustrative disclosures: Sales and contributions of assets to a joint operation Ê In this illustration, sales and contributions of assets to a joint operation are not significant. Illustrative accounting policy for sales and contributions of assets to a joint operation When the Group enters into transaction involving a sale or contribution of assets with a joint operation in which it is a joint operator, the Group recognises gains or losses resulting from such a transaction only to the extent of the interests held by the other parties of the joint operation. FRS 111.B34 Purchases of assets from a joint operation In this illustration, purchases of assets from a joint operation are not significant. Illustrative accounting policy for purchases of assets from a joint operation When the Group enters into a transaction involving purchase of assets with a joint operation in which it is a joint operator, the Group does not recognise its share of the gains and losses until it resells those assets to a third party. When such transactions provide evidence of a reduction in the net realisable value of the assets to be purchased or of an impairment loss of those assets, the Group recognises it share of those losses. XYZ Holdings (Singapore) Limited | 45 FRS 111.B36 FRS 111.B37 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.14 Summary of significant accounting policies (continued) Joint ventures and associates An associate is an entity over which the Group has the power to participate in the financial and operating policy decisions of the investee but does not have control or joint control of those policies. FRS 28.3 The Group account for its investments in associates and joint ventures using the equity method from the date on which it becomes an associate or joint venture. FRS 28.16 FRS 28.32 On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the net fair value of the investee’s identifiable assets and liabilities is accounted as goodwill and is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the entity’s share of the associate or joint venture’s profit or loss in the period in which the investment is acquired. FRS 28.32 Under the equity method, the investment in associates or joint ventures are carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associates or joint ventures. The profit or loss reflects the share of results of the operations of the associates or joint ventures. Distributions received from joint ventures or associates reduce the carrying amount of the investment. Where there has been a change recognised in other comprehensive income by the associates or joint venture, the Group recognises its share of such changes in other comprehensive income. Unrealised gains and losses resulting from transactions between the Group and associate or joint venture are eliminated to the extent of the interest in the associates or joint ventures. FRS 28.10 When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture. FRS 28.38 After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in associate or joint ventures. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the associate or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognises the amount in profit or loss. FRS 28.40 The financial statements of the associates and joint ventures are prepared as the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. FRS 28.33 and 44 FRS 28.35 XYZ Holdings (Singapore) Limited | 46 FRS 28.28 FRS 28.42 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.14 Summary of significant accounting policies (continued) Joint ventures and associates (continued) Commentary: Joint ventures and associates The interest in an associate or a joint venture is the carrying amount of the investment in the associate or joint venture under the equity method together with any long-term interests that, in substance, form part of the investor’s net investment in the associate or joint venture. For example, an item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, an extension of the entity’s investment in that associate or joint venture. Such items may include preference shares and long-term receivables or loans but do not include trade receivables, trade payables or any long-term receivables for which adequate collateral exists, such as secured loans. FRS 28.38 The financial statements of the associate or joint venture are prepared as of the same reporting date as the Company unless it is impracticable to do so. When the financial statements of an associate or joint venture used in applying the equity method are prepared as of a different reporting date from that of the Company, adjustments are made for the effects of significant transactions or events that occur between that date and the reporting date of the Company. In any case, the difference between the end of the reporting period of the associate or joint venture and that of the investor shall be no more than three months. The length of the reporting periods and any difference between the ends of the reporting periods shall be the same from period to period. FRS 28.33 FRS 28.34 When the financial statements of an associate or joint venture used in applying the equity method are as of a reporting date or for a period that is different from that of the Company, the reporting date of the financial statements of the associate or joint venture and the reason for using a different reporting date or different period shall be disclosed. FRS 112.22.b Additional illustrative disclosures: Loss of significant influence or joint control Ê In this illustration, loss of significant influence over associate or joint control over joint venture is not significant to the Group. Illustrative accounting policy upon loss of significant influence over associate or joint control over joint venture: Upon loss of significant influence or joint control over the associate or joint venture, the Group measures the retained interest at fair value. Any difference between the fair value of the aggregate of the retained interest and proceeds from disposal and the carrying amount of the investment at the date the equity method was discontinued is recognised in profit or loss. FRS 28.22 Changes in ownership interest In this illustration, changes in ownership interest without loss of significant influence or joint control is not significant to the Group. Illustrative accounting policy upon changes in ownership interest: If the Group’s ownership interest in an associate or a joint venture is reduced, but the Group continues to apply the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities. XYZ Holdings (Singapore) Limited | 47 FRS 28.25 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.15 Summary of significant accounting policies (continued) Financial instruments ÊË a) FRS 107.21 Financial assets Initial recognition and measurement Financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. FRS 39.14 FRS 39.43 Subsequent measurement ÌÍ The subsequent measurement of financial assets depends on their classification as follows: i) Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. ii) FRS 39.9 FRS 39.46.a FRS 39.56 FRS 107.AGB5.e Available-for-sale financial assets Available-for-sale financial assets include equity and debt securities. Equity investments classified as available-for-sale are those, which are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions. After initial recognition, available-for-sale financial assets are subsequently measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is de-recognised. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. FRS 107.AGB5.b FRS 39.9 FRS 39.46 FRS 39.55.b FRS 107.AGB5.e FRS 39.46.c De-recognition A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. XYZ Holdings (Singapore) Limited | 48 FRS 39.17.a FRS 39.26 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.15 Summary of significant accounting policies (continued) Financial instruments (continued) b) Financial liabilities Initial recognition and measurement Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition. FRS 39.14 All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at fair value through profit or loss, directly attributable transaction costs. FRS 39.43 Subsequent measurement After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. FRS 39.56 FRS 107.B5.e De-recognition A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. FRS 39.39 FRS 39.40 and 41 Commentary : Transfers between fair value hierarchy Ê The policy for determining the timing of transfers between levels of the fair include the following: (a) The date of the event or change in circumstances that caused the transfer (b) the beginning of the reporting period (c) the end of the reporting period The policy about the timing of recognising transfers shall be the same for transfers into levels as for transfers out of the levels. Ê XYZ Holdings (Singapore) Limited | 49 FRS 113.95 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.15 Summary of significant accounting policies (continued) Financial instruments (continued) Commentary: Financial assets or financial liabilities designated as at fair value through profit or loss Ë In this illustration, no financial instrument has been designated as financial assets or financial liabilities at fair value through profit or loss. The following disclosures of accounting policies apply if there is any financial asset or financial liability designated as at fair value through profit or loss: (a) (b) (c) (d) FRS 107.B5.a The nature of the financial assets or financial liabilities the entity has designated as at fair value through profit or loss; The criteria for so designating such financial assets or financial liabilities on initial recognition; and How the entity has satisfied the conditions in paragraph 9, 11A or 12 of FRS 39 for such designation. For instruments designated as at fair value through profit or loss in accordance with FRS 39.9.b.i, that disclosure includes a narrative description of the circumstances underlying the measurement or recognition inconsistency that would otherwise arise. For instruments designated as at fair value through profit or loss in accordance with paragraph FRS 39.9.b.ii, that disclosure includes a narrative description of how designation at fair value through profit or loss is consistent with the entity’s documented risk management or investment strategy. How net gains or net losses are determined, for example, whether the net gains or net losses on items at fair value through profit or loss include interest or dividend income or exclude interest or dividend income. Net gain or loss on financial assets at fair value through profit or loss Ì Alternatively, interest and dividend income may be recognised separately. FRS 107.B5.e Additional illustrative disclosures: Transfers between fair value hierarchy Ê In this illustration, transfers between levels of the fair value hierarchy are not common for the Group. Illustrative accounting policy for transfers between levels of the fair value hierarchy. Transfers between levels of the fair value hierarchy are deemed to have occurred on the date of the event or change in circumstances that caused the transfers. Regular way purchases and sales Ë In this illustration, the Group does not have regular way purchases and sales of financial assets. Illustrative accounting policy for regular way purchase and sale of a financial asset: All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. Alternatively, regular way purchases and sales can be accounted for on settlement dates. XYZ Holdings (Singapore) Limited | 50 FRS 39.9 FRS 39.38 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.15 Summary of significant accounting policies (continued) Financial instruments (continued) Additional illustrative disclosures (continued): Financial assets and financial liabilities at fair value through profit or loss which are held for trading Ì In this illustration, financial assets and financial liabilities at fair value through profit or loss which are classified as held for trading are not significant to the Group. Illustrative accounting policies for financial assets at fair value through profit or loss which are classified as held for trading (if significant): Financial assets at fair value through profit or loss include financial assets held for trading. Ë Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. This category includes derivative financial instruments entered into by the Group. Derivatives, including separated embedded derivatives are also classified as held for trading. FRS 39.9 Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value of the financial assets are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss include exchange differences, interest and dividend income. Ì FRS 39.46 FRS 39.55.a FRS 107.B5.e Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not measured at fair value with changes in fair value recognised in profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required. FRS 39.11 INT FRS 109.7 Illustrative accounting policies for financial liabilities at fair value through profit or loss which are classified as held for trading (if significant): Financial liabilities at fair value through profit or loss include financial liabilities held for trading. Ë Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. FRS 39.9 FRS 39.47.a Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value of the financial liabilities are recognised in profit or loss. FRS 39.47 FRS 39.55.b FRS 107.B5.e Held–to-maturity investments Í In this illustration, held-to-maturity investments are not significant to the Group. Illustrative accounting policies for held-to-maturity investments (if significant): Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold the investment to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the held-tomaturity investments are derecognised or impaired, and through the amortisation process. XYZ Holdings (Singapore) Limited | 51 FRS 107.B5.e XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.15 Summary of significant accounting policies (continued) Financial instruments (continued) Additional illustrative disclosures (continued): De-recognition of financial assets In this illustration, there is no transfer of financial asset. Illustrative accounting policy when the entity transfers its financial asset: A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial asset) is de-recognised when: (a) The Group transfers the contractual rights to receive the cash flows of the financial asset; or FRS 39.18 (b) The Group retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients in a “past-through” arrangement; or FRS 39.18.b and 19 (c) The Group has transferred its rights to receive cash flows from the asset and either has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. FRS 39.20 Where the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset, is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Where continuing involvement takes the form of a written and/or purchased option on the transferred asset, the extent of the Group’s continuing involvement is the amount of the transferred asset that the group may repurchase, except that in the case of a written put option on an asset measured at fair value, the extent of the Group’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price. If the Group have transfers of financial assets that are not derecognised in their entirety or transfers of financial assets that are derecognised in their entirety but retains continuing involvement, please refer to disclosure requirements of paragraphs 42A to 42H and AGB 29 to AGB 39 of FRS 107. XYZ Holdings (Singapore) Limited | 52 FRS 39.20.c.ii FRS 39.30.a FRS 39.20.b and c FRS 107.42A-42H FRS 107.AGB 29AGB 39 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.16 Summary of significant accounting policies (continued) Impairment of financial assets FRS 107.21 The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. Ê FRS 39.58 a) Financial assets carried at amortised cost For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in profit or loss. When the asset becomes uncollectible, the carrying amount of impaired financial asset is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. b) FRS 39.64 FRS 39.63 FRS 39.AG84 FRS 107.AGB5.d FRS 107.AGB5.f FRS 39.65 Financial assets carried at cost If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost had been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods. XYZ Holdings (Singapore) Limited | 53 FRS 39.66 FRS 107.AGB5.f XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.16 Summary of significant accounting policies (continued) Impairment of financial assets (continued) c) Available-for-sale financial assets In the case of equity investments classified as available-for-sale, objective evidence of impairment include (i) significant financial difficulty of the issuer or obligor, (ii) information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in equity instrument may not be recovered; and (iii) a significant or prolonged decline in the fair value of the investment below its costs. If an available-for-sale financial asset is impaired, an amount comprising the difference between its acquisition cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from other comprehensive income and recognised in profit or loss. Reversals of impairment losses in respect of equity instruments are not recognised in profit or loss; increase in their fair value after impairment are recognised directly in other comprehensive income. In the case of debt instruments classified as available-for-sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in profit or loss. Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. If, in a subsequent year, the fair value of a debt instrument increases and the increases can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed in profit or loss. FRS 39.59 and 61 FRS 107.AGB5.f FRS 39.67 and 68 FRS 39.69 FRS 39.AG93 FRS 39.70 Commentary: Financial assets that are the subject of renegotiated terms Ê When the terms of financial assets that would otherwise be past due or impaired have been renegotiated, the entity shall disclose the accounting policy for financial assets that are the subject of renegotiated terms. FRS 107.AGB5.g Impairment of financial assets carried at amortised cost When there is an impairment loss, the carrying amount of the asset may be reduced either directly or through the use of an allowance account. FRS 39.63 Determination of “significant” or “prolonged” decline in fair value of financial instruments The determination of what is “significant” or “prolonged” depends on the circumstances at the end of the reporting period. This requires judgement and so it varies among entities. XYZ Holdings (Singapore) Limited | 54 FRS 39.59 and 61 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.17 Summary of significant accounting policies (continued) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management. 2.18 FRS 7.46 FRS 7.6 FRS 7.8 Construction contracts The Group principally operates fixed price contracts. Contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period (the percentage of completion method), when the outcome of a construction contract can be estimated reliably. FRS 11.22 FRS 11.25 When the outcome of a construction contract cannot be estimated reliably (principally during early stages of a contract), contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable and contract costs are recognised as expense in the period in which they are incurred. FRS 11.32 An expected loss on the construction contract is recognised as an expense immediately when it is probable that total contract costs will exceed total contract revenue. FRS 11.36 FRS 11.22 FRS 11.32 In applying the percentage of completion method, revenue recognised corresponds to the total contract revenue (as defined below) multiplied by the actual completion rate based on the proportion of total contract costs (as defined below) incurred to date and the estimated costs to complete. Ê FRS 11.30.a Commentary: Stage of completion Ê 2.19 The stage of completion of a contract may be determined in a variety of ways. The entity uses the method that measures reliably the work performed. Depending on the nature of the contract, other acceptable methods include surveys of work performed and completion of a physical proportion of the contract work. FRS 11.9 Development properties Ê Development properties are properties acquired or being constructed for sale in the ordinary course of business, rather than to be held for the Group’s own use, rental or capital appreciation. Development properties are held as inventories and are measured at the lower of cost and net realisable value. FRS 2.6.a and b FRS 2.9 Non-refundable commissions paid to sales or marketing agents on the sale of real estate units are expensed when incurred. Net realisable value of development properties is the estimated selling price in the ordinary course of business, based on market prices at the reporting date and discounted for the time value of money if material, less the estimated costs of completion and the estimated costs necessary to make the sale. The costs of development properties recognised in profit or loss on disposal are determined with reference to the specific costs incurred on the property sold and an allocation of any non-specific costs based on the relative size of the property sold. XYZ Holdings (Singapore) Limited | 55 FRS 2.6 and 36.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.19 Summary of significant accounting policies (continued) Development properties Ê (continued) Commentary: Sale of completed development property and pre-completion contracts for sale of development property Ê In this illustration, the Group does not have any sale of completed development property and pre-completion contracts for sale of development property. For illustration of accounting policies relating to sale of completed development property and pre-completion contracts for sale of development property, please refer to Appendix A-3 Agreements for the construction of real estate. Additional illustrative disclosures: Alternatively, the Group can capitalise commission paid on real estate as an asset and amortise it as the entity expects to recognise the related revenue. Illustrative accounting policy for capitalisation of commission paid on real estate contracts. Non-refundable commissions paid to sales or marketing agents on the sale of real estate units are capitalised and amortised to profit or loss as the Group expects to recognise the related revenue. 2.20 Inventories Inventories are stated at the lower of cost and net realisable value. Costs incurred in bringing the inventories to their present location and condition are accounted for as follows: - Raw materials: purchase costs on a first-in first-out basis. Ê - Finished goods and work-in-progress: costs of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. These costs are assigned on a first-in first-out basis. FRS 2.9, 10 and 36.a FRS 2.25 FRS 2.12 and 13 Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. FRS 2.6 and 36.a Commentary: Cost formulas Ê Alternatively, the costs may be assigned by using the weighted average cost formula. An entity shall use the same cost formula for all inventories having a similar nature and use to the entity. For inventories with a different nature or use, different cost formulas may be justified. XYZ Holdings (Singapore) Limited | 56 FRS 2.25 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.21 Summary of significant accounting policies (continued) Provisions Ê General Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably. FRS 37.14 Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. FRS 37.59 FRS 37.45-47 FRS 37.60 Warranty provisions Provisions for warranty-related costs are recognised when the product is sold or service provided. Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually. Additional illustrative disclosures: Ê In this illustration, the Group does not have any decommissioning liability or restructuring provision. Provision for de-commissioning costs Illustrative accounting policy for de-commissioning liability when the related asset is measured using the cost model: The provision for de-commissioning costs arose on construction of a manufacturing facility for the production of fire retardant materials. De-commissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognised as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the de-commissioning liability. The unwinding of the discount is expensed as incurred and recognised in profit or loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset. FRS 16.16.c FRS 37.45 FRS 37.47 INT FRS 101.8 FRS 37.59 INT FRS 101.5 Restructuring provision Illustrative accounting policy for restructuring provisions: Restructuring provisions are only recognised when general recognition criteria for provisions are fulfilled. Additionally, the Group needs to follow a detailed formal plan about the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs and appropriate time-line. The people affected have a valid expectation that the restructuring is being carried out or the implementation has been initiated already. XYZ Holdings (Singapore) Limited | 57 FRS 37.71 FRS 37.72 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.22 Summary of significant accounting policies (continued) Government grants Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Where the grant relates to an asset, the fair value is recognised as deferred capital grant on the balance sheet and is amortised to profit or loss over the expected useful life of the relevant asset by equal annual instalments. ÊË Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded as additional government grant. FRS 20.39.a FRS 20.7 FRS 20.23 and 24 FRS 20.10A Commentary: Government grants related to an asset Ê Alternatively, government grants related to an asset may be presented in the balance sheet by deducting the grant in arriving at the carrying amount of the asset. In this illustration, it is assumed that the Group did not receive non-monetary government grants. If an entity receives non-monetary government grant, the asset and the grant may be accounted for either at fair value or at nominal amount. FRS 20.24 FRS 20.23 Government grants related to income 2.23 Government grant shall be recognised in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate. Grants related to income may be presented as a credit in profit or loss, either separately or under a general heading such as “Other income”. Alternatively, they are deducted in reporting the related expenses. FRS 20.12 FRS 20.29 Financial guarantee FRS 107.21 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 terms of a debt instrument. FRS 39.9 Financial guarantees are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, financial guarantees are recognised as income in profit or loss over the period of the guarantee. If it is probable that the liability will be higher than the amount initially recognised less amortisation, the liability is recorded at the higher amount with the difference charged to profit or loss. FRS 39.43 XYZ Holdings (Singapore) Limited | 58 FRS 39.47.c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.24 2.25 Summary of significant accounting policies (continued) Borrowing costs Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. FRS 23.8 Convertible redeemable preference shares Ê FRS 107.21 Convertible redeemable preference shares are separated into liability and equity components based on the terms of the contract. FRS 32.28 On issuance of the convertible redeemable preference shares, the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption in accordance with the accounting policy set out in Note 2.15(b). The remainder of the proceeds is allocated to the conversion option that is recognised and included in shareholders’ equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not remeasured in subsequent years. Transaction costs are apportioned between the liability and equity components of the convertible redeemable preference shares based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised. FRS 23.17 FRS 23.22 FRS 23.8 FRS 23.5 FRS 32.32 FRS 32.31 FRS 32.38 Additional illustrative disclosures: Convertible instruments with embedded derivative Ê In this illustration, the convertible preference shares are classified as compound financial instruments with liability and equity components based on the terms of the contract. Illustrative accounting policy if the convertible instruments are classified as hybrid instruments with embedded derivative: Convertible loan with conversion option are accounted for as financial liability with an embedded equity conversion derivative based on the terms of the contract. On issuance of convertible loans, the embedded option is recognised at its fair value as derivative liability with subsequent changes in fair value recognised in profit or loss. The remainder of the proceeds is allocated to the liability component that is carried at amortised cost until the liability is extinguished on conversion or redemption. When an equity conversion option is exercised, the carrying amounts of the liability component and the equity conversion option are derecognised with a corresponding recognition of share capital. XYZ Holdings (Singapore) Limited | 59 FRS 39.AG28 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.26 Summary of significant accounting policies (continued) Employee benefits ÊÊË a) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed. b) FRS 19.51 Employee share option plans Employees of the Group receive remuneration in the form of share options as consideration for services rendered. The cost of these equity-settled share based payment transactions with employees is measured by reference to the fair value of the options at the date on which the options are granted which takes into account market conditions and non-vesting conditions. Ì This cost is recognised in profit or loss, with a corresponding increase in the employee share option reserve, over the vesting period. The cumulative expense recognised at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of options that will ultimately vest. The charge or credit to profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense. FRS 102.16 FRS 102.21A FRS 102.10 FRS 102.19-21 The employee share option reserve is transferred to retained earnings upon expiry of the share option. Commentary: Defined benefit plan Ê In this illustration, the Group does not have any defined benefit plans. For illustration of change in accounting policies relating to Revised FRS 19 Employee Benefits for defined benefit plan, please refer to Appendix A-4 Defined benefit plans. Measurement of unidentifiable goods or services Ë In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, the unidentified goods or services received (or to be received) are measured as the difference between the fair value of the share-based payment transaction and the fair value of any identifiable goods or services received at the grant date. This is then capitalised or expensed as appropriate. XYZ Holdings (Singapore) Limited | 60 FRS 102.13A XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.26 Summary of significant accounting policies (continued) Employee benefits ÊÊË (continued) Commentary (continued): Vesting and non-vesting conditions Ì Vesting condition are conditions that determine whether the entity receives the services that entitle the counterparty to receive cash, other assets or equity instruments of the entity under a share-based payment arrangement. FRS 102.App A Vesting conditions are limited to two types: FRS 102.App A - Service condition – a vesting condition that requires the counterparty to complete a specified period of service which services are provided to the entity; and - Performance condition – a vesting condition that requires (a) the counterparty to complete a specified period of service (i.e. a service condition); the service requirement can be explicit or implicit and (b) specified performance target(s) to be met while the counterparty is rendering the required. Any condition that is neither a service condition nor a performance condition would be regarded as a non-vesting condition. Examples of non-vesting conditions are: - A requirement to make monthly savings during the vesting period - A requirement for a commodity index to reach a minimum level - Restrictions on the transfer of vested equity instruments - An agreement not to work for a competitor after the award has vested Non-vesting conditions are to be taken into account when estimating the fair value of the equity instruments granted. FRS 102.IG24 and BC171B FRS 102.21 Transfer of share option reserve The transfer of the employee share option reserve to retained earnings upon expiry of the option is not mandatory. Alternatively, the employee share option reserve may be kept as a separate reserve upon expiry of the option. Additional illustrative disclosures: Employee leave entitlement Ê In this illustration, it is assumed that employee leave entitlement is not significant and is not included in the list of significant accounting policies. Illustrative accounting policy for employee leave entitlement (if significant): Employee entitlements to annual leave are recognised as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly before twelve months after the end of the reporting period is recognised for services rendered by employees up to the end of the reporting period. The liability for leave expected to be settled beyond twelve months from the end of the reporting period is determined using the projected unit credit method. The net total of service costs, net interest on the liability and remeasurement of the liability are recognised in profit or loss. XYZ Holdings (Singapore) Limited | 61 FRS 19.13 FRS 19.155 FRS 19.156 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.26 Summary of significant accounting policies (continued) Employee benefits ÊÊË (continued) Additional illustrative disclosures (continued): Termination benefit Ë In this illustration, the Group does not provide any termination benefit to its employees. Illustrative accounting policy for termination benefit: Termination benefits are employee benefits provided in exchange for the termination of an employee’s employment as a result of either an entity’s decision to terminate an employee’s employment before the normal retirement date or an employee’s decision to accept an offer of benefits in exchange for the termination of employment. FRS 19.8 A liability and expense for a termination benefits is recognised at the earlier of when the entity can no longer withdraw the offer of those benefits and when the entity recognises related restructuring costs. Initial recognition and subsequent changes to termination benefits are measured in accordance with the nature of the employment benefits, shortterm employee benefits, or other long-term employee benefits. FRS 19.165 FRS 19.169 Modification or cancellation of employee share option plan In this illustration, there is no modification or cancellation of employee share option plan. Illustrative accounting policy for modification or cancellation of employee share option plan: Where the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. FRS 102.28, B42-B44 Where the employee share option plan is cancelled, it is treated as if it vested on the date of cancellation, and any expense that otherwise would have been recognised for services received over the remaining vesting period is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally. FRS 102.28 Cash-settled share-based payment transactions In this illustration, the employee share option plans are equity-settled share-based payment transactions. Cash-settled share-based payment transactions are not illustrated. Illustrative accounting policy for cash-settled share-based payment transactions: The cost of a cash-settled share-based payment transaction is measured initially at fair value at the grant date. This fair value is recognised in profit or loss over the vesting period with recognition of a corresponding liability. Until the liability is settled, it is remeasured at each reporting date with changes in fair value recognised in profit or loss. XYZ Holdings (Singapore) Limited | 62 FRS 102.30 FRS 102.32 FRS 102.33 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.27 Summary of significant accounting policies (continued) Leases a) As lessee Finance leases which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. b) FRS 17.20 FRS 17.25 FRS 17.27 FRS 17.33 INT FRS 15.5 As lessor Leases in which the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 2.29(c). Contingent rents are recognised as revenue in the period in which they are earned. 2.28 FRS 17.8 FRS 17.8 FRS 17.52 Non-current assets held for sale and discontinued operations Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. A component of the Group is classified as a ‘discontinued operation’ when the criteria to be classified as held for sale have been met or it has been disposed of and such a component represents a separate major line of business or geographical area of operations or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. FRS 105.15 Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. FRS 105.25 XYZ Holdings (Singapore) Limited | 63 FRS 105.6 FRS 105.32 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.29 Summary of significant accounting policies (continued) Revenue Ê Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. a) Sale of goods Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer, usually on delivery of goods. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. b) FRS 18.14 Rendering of services Revenue from the installation of fire prevention equipment is recognised by reference to the stage of completion at the end of the reporting period. Stage of completion is determined by reference to labour hours incurred to date as a percentage of total estimated labour hours for each contract. Where the contract outcome cannot be measured reliably, revenue is recognised to the extent of the expenses recognised that are recoverable. c) FRS 18.14, 20 and 29 FRS 18.35.a FRS 18.9 FRS 18.20 FRS 18.26 Rental income Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis. FRS 17.50 INT FRS 15.5 Additional illustrative disclosures: Revenue Ê In this illustration, revenue from interest income and dividend income is not significant to the Group. Illustrative accounting policy for interest income and dividend income (if significant): Interest income Interest income is recognised using the effective interest method. FRS 18.30.a Dividend income Dividend income is recognised when the Group’s right to receive payment is established. XYZ Holdings (Singapore) Limited | 64 FRS 18.30.c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.30 Summary of significant accounting policies (continued) Taxes a) b) Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of the reporting period, in the countries where the Group operates and generates taxable income. FRS 12.46 Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. FRS 12.58 and 61A Deferred tax Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except: - Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and - In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: - Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and - In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. XYZ Holdings (Singapore) Limited | 65 FRS 12.22.c FRS 12.39 FRS 12.34 FRS 12.24 FRS 12.44 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.30 Summary of significant accounting policies (continued) Taxes (continued) b) c) Deferred tax (continued) The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. FRS 12.56 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period. FRS 12.47 Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. FRS 12.58, 61A and 66 FRS 12.37 Sales tax Revenues, expenses and assets are recognised net of the amount of sales tax except: - Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and - Receivables and payables that are stated with the amount of sales tax included. XYZ Holdings (Singapore) Limited | 66 FRS 18.8 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 2. 2.31 Summary of significant accounting policies (continued) Share capital and share issuance expenses Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital. 2.32 Treasury shares The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount of treasury shares and the consideration received, if reissued, is recognised directly in equity. Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to them respectively. 2.33 FRS 32.37 FRS 32.33 Contingencies A contingent liability is: a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or b) a present obligation that arises from past events but is not recognised because: (i) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (ii) The amount of the obligation cannot be measured with sufficient reliability. FRS 37.10 A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined. XYZ Holdings (Singapore) Limited | 67 FRS 37.27 and 31 FRS 103.23 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 3. Significant accounting judgements and estimates Ê The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods. Additional illustrative disclosures: Alternative simplified disclosures Following are illustrative disclosure when management concluded that there are no significant judgements made in applying accounting policies and no estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period. Ê The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of the revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of reporting period. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods. Management is of the opinion that there is no significant judgement made in applying accounting policies and no estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period. 3.1 Judgements made in applying accounting policies Ê In the process of applying the Group’s accounting policies, management has made the following judgements which have the most significant effect on the amounts recognised in the consolidated financial statements: a) Impairment of available-for-sale equity investments The Group records impairment charges on available-for-sale equity investments when there has been a significant or prolonged decline in the fair value below their cost. The determination of what is “significant” or “prolonged” requires judgement. In making this judgement, the Group evaluates, among other factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost. XYZ Holdings (Singapore) Limited | 68 FRS 1.122 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 3. 3.1 Significant accounting judgements and estimates (continued) Judgements made in applying accounting policies (continued) Additional illustrative disclosures: Judgements made in applying accounting policies Ê In this illustration, it is assumed that these are the judgements made in applying accounting policies that has the most significant effect on the amounts recognised in the financial statements. Illustrative disclosures of other judgements made in applying accounting policies: Determination of lease classification The Group has entered into commercial property leases on its investment properties. The Group evaluated the terms and conditions of the arrangements and assessed that the lease term does not constitute a substantial portion of the economic life of the commercial property and the minimum lease payment is not substantially all of the fair value of the leased asset. The Group determined that it retains all the significant risks and rewards of ownership of these properties and so accounts for the contracts as operating leases. Determination of functional currency The Group measures foreign currency transactions in the respective functional currencies of the Company and its subsidiaries. In determining the functional currencies of the entities in the Group, judgement is required to determine the currency that mainly influences sales prices for goods and services and of the country whose competitive forces and regulations mainly determines the sales prices of its goods and services. The functional currencies of the entities in the Group are determined based on management’s assessment of the economic environment in which the entities operate and the entities’ process of determining sales prices. Management has assessed that prices are mainly denominated and settled in the respective local currency of the entities of the Group. In addition, most of the entities’ cost base is mainly denominated in their respective local currency. Therefore, management concluded that the functional currency of the entities of the Group is their respective local currency. Consolidation of structured entities In February 2015, the Group and a third party partner formed an entity to acquire land and construct and operate a fire equipment safety facility. The Group holds a 20% equity interest in this entity. However, the Group has majority representation on the entity’s board of directors and is required to approve all major operational decisions. The operations, once they commence, will be solely used by the Group. Based on these facts and circumstances, management concluded that the Group controls this entity and, therefore, consolidates the entity in its financial statements. Additionally, the Group is effectively guaranteeing the returns to the third party. The shares of the third party partner are recorded as a long term loan and return on investment is recorded as interest expense. XYZ Holdings (Singapore) Limited | 69 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 3. 3.2 Significant accounting judgements and estimates (continued) Key sources of estimation uncertainty Ê (continued) FRS 1.125 The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. a) Fair value of unquoted available-for-sale financial assets The fair values of unquoted available-for-sale financial assets are determined using valuation techniques including the discounted cash flow model. The inputs to these models are derived from observable market data where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The assumptions applied in determination of the valuation of these unquoted available-for-sale financial assets and a sensitivity analysis are described in more detail in Note 39. The carrying amount of the unquoted available-for-sale financial assets as at 31 December 2015 is $1,702,000 (2014: $1,008,000). b) Impairment of intangible assets As disclosed in Note 15 to the financial statements, the recoverable amounts of the cash generating units which goodwill and brands have been allocated to are determined based on value in use calculations. The value in use calculations are based on a discounted cash flow models. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. The key assumptions applied in the determination of the value in use including a sensitivity analysis, are disclosed and further explained in Note 15 to the financial statements. The carrying amount of the intangible assets as at 31 December 2015 is $1,789,000 (2014: $495,000). c) Revaluation of investment properties and property, plant and equipment The Group carries its investment properties and property, plant and equipment at fair value, with changes in fair values being recognised in profit or loss and other comprehensive income respectively. The Group engaged real estate valuation experts to assess fair value as at 31 December 2015. The fair values of investment properties and property, plant and equipment are determined by independent real estate valuation experts using recognised valuation techniques. These techniques comprise both the Yield Method and the Discounted Cash Flow Method. The key assumptions used to determine the fair value of these investment properties and property, plant and equipment and sensitivity analysis are provided in Note 39. The carrying amounts of the investment properties and property, plant and equipment carried at fair value as at 31 December 2015 are $4,645,000 (2014: $3,955,000) and $15,165,000 (2014: $14,300,000) respectively. XYZ Holdings (Singapore) Limited | 70 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 3. 3.2 Significant accounting judgements and estimates (continued) Key sources of estimation uncertainty Ê (continued) FRS 1.125 Additional illustrative disclosures: Key sources of estimation uncertainty Ê In this illustration, it is assumed that these are the key assumptions and estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year. Illustrative disclosures of other key sources of estimation uncertainty: Deferred tax assets Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the timing and level of future taxable profits together with future tax planning strategies. In determining the timing and level of future taxable profits together with future tax planning strategies, the Group assessed the probability of expected future cash inflows based on expected revenues from existing orders and contracts for the next 10 years. Where taxable profits are expected in the foreseeable future, deferred tax assets are recognised on the unused tax losses. The carrying value of recognised tax losses at 31 December 2015 was $XXX (2014: $XXX) and the unrecognised tax losses at 31 December 2015 was $XXX (2014: $XXX). If the Group was able to recognise all unrecognised deferred tax assets, profit would increase by $XXX (2014:$XXX). Construction contracts The Group recognises contract revenue by reference to the stage of completion of the contract activity at the end of each reporting period, when the outcome of a construction contract can be estimated reliably. The stage of completion is measured by reference to the proportion that contract costs incurred for work performed to date to the estimated total contract costs. Significant assumptions are required to estimate the total contract costs and the recoverable variation works that affect the stage of completion. In making these estimates, management has relied on past experience and knowledge of the project engineers. The carrying amounts of assets and liabilities arising from construction contracts at the end of each reporting period are disclosed in Note X to the financial statements. If the estimated total contract cost had been 5% higher than management estimate, the carrying amount of the assets and liabilities arising from construction contracts would have been $XXX (2014: $XXX) lower and $XXX (2014: $XXX) higher respectively. Provision for decommissioning As part of the identification and measurement of assets and liabilities for the acquisition of XXX Limited in 2015, the Group has recognised a provision for decommissioning obligations associated with a factory owned by XXX Limited. In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove plant from the site and the expected timing of those costs. The carrying amount of the provision as at 31 December was $XXX (2014: $XXX). If the estimated pre-tax discount rate used in the calculation had been XX% higher than management’s estimate, the carrying amount of the provision would have been $XXX (2014: $XXX) lower. XYZ Holdings (Singapore) Limited | 71 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 3. 3.2 Significant accounting judgements and estimates (continued) FRS 1.125 Key sources of estimation uncertainty Ê (continued) Additional illustrative disclosures (continued): Key sources of estimation uncertainty (continued) Development costs Development costs are capitalised in accordance with the accounting policy in Note X. Initial capitalisation of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. As at 31 December 2015, the carrying amount of development costs capitalised at the end of the reporting period was $XXX (2014: $XXX). If the expected future cash generation of the project had been 20% lower than management’s estimate, the carrying amount of development costs would have been $XXX (2014: $XXX) lower. Impairment of loans and receivables The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset is impaired. Factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments are objective evidence of impairment. In determining whether there is objective evidence of impairment, the Group considers whether there is observable data indicating that there have been significant changes in the debtor’s payment ability or whether there have been significant changes with adverse effect in the technological, market, economic or legal environment in which the debtor operates in. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s loans and receivables at the end of the reporting period is disclosed in Note 21 to the financial statements. If the present value of estimated future cash flows decrease by 10% from management’s estimates, the Group’s allowance for impairment will increase by $XXX (2014: increase by $XXX). Estimation of net realisable value for development property Inventory property is stated at the lower of cost and net realisable value (NRV). NRV in respect of development property under construction is assessed with reference to market prices at the reporting date for similar completed property less estimated costs to complete construction and less an estimate of the time value of money to the date of completion. The carrying amount of the development property stated at net realisable value as at 31 December 2015 was $XXX (2014: $XXX). If the estimated costs to complete construction increase by 20% from management’s estimate, the carrying amount of development property stated would reduce by $XXX (2014: $XXX). XYZ Holdings (Singapore) Limited | 72 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 4. Revenue Group Sale of goods Construction revenue 5. 2015 2014 $’000 $’000 105,827 104,455 30,893 38,116 136,720 142,571 FRS 18.35.b.i FRS 11.39.a Interest income Group 2015 2014 $’000 $’000 355 255 FRS 107.20.a.iv 48 47 FRS 107.20.a.ii 27 25 FRS 107.20.a.iii 430 327 FRS 107.20.a.b Interest income from: - Loans and receivables - Available-for-sale financial assets - Held-to-maturity investment Included in interest income from loans and receivables is interest of $98,000 (2014: $92,000) from an impaired loan to a fellow subsidiary (Note 21). 6. Other income Ì Group 2015 2014 $’000 $’000 Amortisation of deferred capital grants (Note 29) 239 180 FRS 20.39 Rental income from investment properties (Note 14) 345 291 FRS 40.75.f.i Net gain from fair value adjustment of investment properties (Note 14) 489 129 FRS 40.76.d – 120 FRS 1.98.c 135 95 FRS 107.20.a.i 43 56 FRS 107.20.a.i 120 15 FRS 107.20.a.ii 140 – 1,511 886 Net gain on disposal of property, plant and equipment Net fair value gains on financial instruments: - Held for trading investment securities - Derivatives - Available-for-sale financial assets (transferred from equity on disposal of investment securities) Gain on remeasurement of investment in associate to fair value upon business combination achieved in stages (Note 17(d)) XYZ Holdings (Singapore) Limited | 73 FRS 103.B64.p.ii XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 7. Finance costs Group 2015 2014 $’000 $’000 1,640 1,506 75 30 Interest expense on: - Bank loans, bonds and bank overdrafts - Obligations under finance leases - Convertible redeemable preference shares Provisions discount adjustment (Note 28) FRS 107.20.a.v 62 59 1,777 1,595 30 10 (57) (60) FRS 23.26.a (33) FRS 23.26.a FRS 107.20.a.v FRS 107.20.b Less: interest expense capitalised in: - Plant and equipment (Note 13) - Development property (Note 24) (35) Total finance costs 8. 1,715 1,512 Other expenses Ì The following items have been included in arriving at other expenses: Group Net loss on disposal of property, plant and equipment 2015 2014 $’000 $’000 76 – FRS 1.98.c 500 – FRS 1.98.a 72 65 Fair value adjustment of contingent consideration of business combination (Note 17) 235 - Net foreign exchange loss 136 145 FRS 21.52.a 135 115 – 100 FRS 107.20.e FRS 107.20.e FRS 24.18.d 198 210 FRS 107.20.e Impairment loss on property, plant and equipment (Note 13) Direct operating expenses arising from investment properties (Note 14) Impairment loss on financial assets Í: - Trade receivables (Note 21) - Loan to a fellow subsidiary (Note 21) - Available-for-sale investment securities (Note 22) FRS 40.75.f.ii FRS 1.97 FRS 107.20.e XYZ Holdings (Singapore) Limited | 74 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 9. Profit before tax from continuing operations The following items have been included in arriving at profit before tax from continuing operations: FRS 1.97 and 104 Group 2015 2014 $’000 $’000 400 400 50 50 250 250 30 30 3,043 2,838 FRS 1.104 Amortisation of intangible assets (Note 15) 220 252 FRS 1.104 Transactions costs incurred in a business combination 300 – Employee benefits expense (Note 35) 20,502 19,024 FRS 1.104 Inventories recognised as an expense in cost of sales (Note 25) 80,567 82,122 FRS 2.36.d 484 387 Utility charges 1,428 1,486 FRS 1.97 and 104 Transportation charges 2,450 2,584 FRS 1.97 and 104 325 228 FRS 1.97 and 104 Audit fees: - Auditors of the Company - Other auditors Non-audit fees: - Auditors of the Company - Other auditors Depreciation of property, plant and equipment Operating lease expense (Note 37(b)) Legal and other professional fees SGX 1207.6a SGX 1207.6a FRS 1.97 FRS 17.35.c Commentary: Separate disclosure of income and expenses Ê FRS 107.20.b only requires total income (calculated using the effective interest method) for financial assets that are not at fair value through profit or loss to be disclosed. FRS 107.20.b In this illustration, we have illustrated interest income aggregated by categories of financial asset. Although this level of aggregation is optional, when items of income and expense are material, their nature and amount should be disclosed separately. FRS 1.97 When items of income and expense are material, their nature and amount should be disclosed separately. Circumstances that would give rise to the separate disclosure of items of income and expense include: FRS 1.97 and 98 (a) Write-downs of inventories to net realisable value or of property, plant and equipment to recoverable amount, as well as reversals of such write-downs; (b) Restructurings of the activities of an entity and reversals of any provisions for the costs of restructuring; (c) Disposals of items of property, plant and equipment; (d) Disposals of investments; (e) Discontinued operations; (f) Litigation settlements; and (g) Other reversals of provisions. XYZ Holdings (Singapore) Limited | 75 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 9. Profit before tax from continuing operations (continued) Commentary (continued): An entity shall disclose the fee income and expense (other than amounts included in determining the effective interest rate) arising from financial assets or financial liabilities that are not at fair value through profit or loss and trust and other fiduciary activities that result in the holding or investing of assets on behalf of individuals, trusts, retirement benefit plans, and other institutions, either on the face of the financial statements or in the notes. FRS 107.20.c Classes of financial instruments FRS 107 specifies a number of disclosure requirements on the following topics to be provided by ‘class of financial instruments’: - Impairment losses; FRS 107.20.e - Reconciliation of change in allowance account for credit losses if an entity chooses under FRS 39 to have a separate allowance account; FRS 107.16 - Credit risk; FRS 107.36 - Fair value of financial instruments; FRS 107.25 - Accounting policy for recognising any difference between fair value at initial recognition and the amount that would be determined at that date using valuation technique and the aggregate difference yet to be recognised in profit or loss; and FRS 107.28 - Transfers of financial assets that are not derecognised in their entirety. FRS 107.42D FRS 107 requires an entity to group financial instruments into classes that are appropriate to the nature of information disclosed and that take into account the characteristics of those financial instruments. These classes are determined by the reporting entity and are distinct (usually lower in level) from the categories of financial instruments (e.g., available-for-sale financial asset, loans and receivables) specified in FRS 39. FRS 107.6 In determining classes of financial instruments, an entity shall, at a minimum: FRS 107.B2 - Distinguish instruments measured at amortised cost from those measured at fair value - Treat as a separate class or classes those financial instruments outside the scope of FRS 107 The entity is also required to provide sufficient information to permit reconciliation of the classes of financial instruments to the line items presented in the balance sheet. These expense items have been disclosed separately as they are considered to be material in the assumed scenario due to their size or nature. FRS 107.B1 FRS 107.6 FRS 1.97 Reclassification adjustments In this illustration, the entity has chosen to disclose the reclassification adjustments and current year gain or loss in the notes. An entity may choose to present this information in the statement of comprehensive income itself. FRS 1.94 Reclassification adjustments are amounts reclassified to profit or loss in the current period that were recognised in other comprehensive income in the current or previous periods. Such amounts must be separately disclosed. For example, when an available-for-sale financial asset is sold, accumulated amounts previously recognised in fair value adjustment reserve will be reclassified into profit or loss for the period. FRS 1.7 XYZ Holdings (Singapore) Limited | 76 FRS 1.92 FRS 1.93 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 10. Income tax expense Major components of income tax expense The major components of income tax expense for the years ended 31 December 2015 and 2014 are: Group 2015 2014 $’000 $’000 1,422 1,344 FRS12.80.a 91 FRS 12.80.b Consolidated income statement: Current income tax – continuing operations: - Current income taxation - (Over)/under provision in respect of previous years (50) 1,372 1,435 191 260 Deferred income tax – continuing operations (Note 20): - Origination and reversal of temporary differences - Benefits from previously unrecognised tax losses (6) Income tax attributable to continuing operations Income tax attributable to discontinued operation (Note 11) (8) 185 252 1,557 1,687 (7) Income tax expense recognised in profit or loss FRS 12.80.c (5) 1,550 FRS 12.80.f FRS 12.80.h 1,682 Statement of comprehensive income: Group Deferred tax expense related to other comprehensive income: - Net gain on fair value changes of available-forsale financial assets - Net surplus on revaluation of freehold land and buildings - Share of other comprehensive income of associates Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 FRS 12.81.ab 56 26 – – 256 460 – – 13 2 – – 325 488 – – - 16 – 16 FRS 16.42 Statement of changes in equity: Deferred tax expense charged directly to equity: - Convertible redeemable preference shares XYZ Holdings (Singapore) Limited | 77 FRS 12.81.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 10. Income tax expense (continued) Relationship between tax expense and accounting profit A reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the years ended 31 December 2015 and 2014 is as follows: Ê Group Profit before tax from continuing operations Loss before tax from discontinued operation (Note 11) 2015 2014 $’000 $’000 7,057 7,116 (551) (193) Accounting profit before tax 6,506 6,923 Tax at the domestic rates applicable to profits in the countries where the Group operates 1,322 1,571 560 473 (170) (388) (35) (20) Adjustments: Non-deductible expenses Income not subject to taxation Effect of partial tax exemption and tax relief Deductions on treasury shares issued pursuant to employee share option plan (3) – Deferred tax on convertible redeemable preference shares (4) (3) Benefits from previously unrecognised tax losses (6) (8) 46 21 (50) 91 Deferred tax assets not recognised (Over)/under provision in respect of previous years Share of results of associates Others Income tax expense recognised in profit or loss (112) (56) 2 1 1,550 1,682 The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction. XYZ Holdings (Singapore) Limited | 78 FRS 12.81.c.i XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 10. Income tax expense (continued) Commentary: Presentation of tax reconciliation Ê Alternatively, an entity may present a numerical reconciliation between the average effective tax rate (i.e., tax expense/income divided by the accounting profit) and the applicable tax rate, disclosing also the basis on which the applicable tax rate is computed. FRS 12.81.c.ii and 86 Income tax rate for tax reconciliation In explaining the relationship between tax expense/income and accounting profit, an entity uses an applicable tax rate that provides the most meaningful information to the users of its financial statements. Often, the most meaningful rate is the domestic rate of tax in the country in which the entity is domiciled, aggregating the tax rate applied for national taxes with the rates applied for any local taxes which are computed on a substantially similar level of taxable profit (tax loss). However, for an entity operating in several jurisdictions, it may be more meaningful to aggregate separate reconciliations prepared using the domestic rate in each individual jurisdiction. Tax deduction for treasury shares transferred under employee share scheme A Singapore company is granted a tax deduction for the cost incurred in acquiring treasury shares which are transferred to any person under a stock option scheme or share award scheme by reason of any office or employment held in Singapore by that person. Additional illustrative disclosures: Disclosure of nature of expenses that are not deductible for income tax purposes The nature of : - expenses that are not deductible for income tax purposes; and - income not subject to taxation that give rise to a tax effect should be disclosed if the amount was material in accordance with FRS 1.29 Illustrative note disclosure on the nature of expenses that are not deductible for income tax purposes : The nature of expenses that are not deductible for income tax purposes are as follows: Group 2015 $’000 2014 $’000 Transaction costs related to acquisition of a subsidiary XXX - Exchange loss arising from revaluation of non-trade balances XXX XXX Private car expenses XXX XXX Entertainment and transportation expenses incurred for personal purposes XXX XXX XXX XXX XYZ Holdings (Singapore) Limited | 79 FRS 12.85 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 11. Discontinued operation and disposal group classified as held for sale Ê On 15 May 2015, the Company announced the decision of its board of directors to dispose of one of its wholly-owned subsidiary, Good Fire Prevention Pte Ltd (GFP), which was previously reported in the fire prevention equipment and services segment. The decision is consistent with the Group’s strategy to focus on its core electronics and property businesses and to divest its fire prevention equipment business, which has been underperforming for the last five years. As at 31 December 2015, the assets and liabilities related to GFP have been presented in the balance sheet as “Assets of disposal group classified as held for sale” and “Liabilities directly associated with disposal group classified as held for sale”, and its results are presented separately on profit or loss as “Loss from discontinued operation, net of tax”. The disposal of GFP was completed on 15 February 2015 (Note 44). FRS 105.41.a, b and d Balance sheet disclosures The major classes of assets and liabilities of GFP classified as held for sale and the related asset revaluation reserve as at 31 December are as follows: ËÌ Group 2015 $’000 Assets: Property, plant and equipment 1,016 Inventories 190 Trade and other receivables 814 Cash and short-term deposits 250 2,270 Assets of disposal group classified as held for sale Liabilities: Trade and other payables (1,043) (28) Deferred tax liabilities 8.5% p.a. fixed rate SGD bank loan due 1 January 2015 (1,000) Liabilities directly associated with disposal group classified as held for sale Net assets directly associated with disposal group classified as held for sale (2,071) 199 Reserve: Asset revaluation reserve 128 XYZ Holdings (Singapore) Limited | 80 FRS 105.38 and 40 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 11. Discontinued operation and disposal group classified as held for sale Ê (continued) Income statement disclosures The results of GFP for the years ended 31 December are as follows: ËÌÍ FRS 105.33.b Group 2015 2014 $’000 $’000 Revenue 13,152 14,598 FRS 105.33.b.i Expenses (12,983) (14,708) FRS 105.33.b.i Profit/(loss) from operations 169 Finance costs (110) (70) (83) Impairment loss on deferred development costs (Note 15) (200) – Loss recognised on remeasurement to fair value less costs to sell (450) – Loss before tax from discontinued operation (551) (193) Taxation: - Related to loss from ordinary activities of the discontinued operation 4 5 - Related to re-measurement to fair value less costs to sell 3 – Loss from discontinued operation, net of tax (544) FRS 105.33.b.iii and 41.c FRS 105.33.b.i FRS 105.33.b.ii FRS 12.81.h.ii FRS 105.33.b.iii FRS 12.81.h.i (188) Cash flow statement disclosures FRS 105.33.c The cash flows attributable to GFP are as follows: ËÌÍ Group Operating 2015 2014 $’000 $’000 (1,025) 483 Investing 268 (189) Financing (137) (114) Net cash (outflows)/inflows (894) 180 Loss per share disclosures Group 2015 2014 $’000 $’000 Loss per share from discontinued operation attributable to owners of the Company (cents per share) Basic (2.35) (0.82) FRS 33.68 Diluted (2.30) (0.80) FRS 33.68 The basic and diluted loss per share from discontinued operation are calculated by dividing the loss from discontinued operation, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares for basic earnings per share computation and weighted average number of ordinary shares for diluted earnings per share computation respectively. These loss and share data are presented in the tables in Note 12(a). XYZ Holdings (Singapore) Limited | 81 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 11. Discontinued operation and disposal group classified as held for sale Ê (continued) Immediately before the classification of GFP as a discontinued operation, the recoverable amount was estimated for certain items of property, plant and equipment and no impairment loss was identified. Following the classification, an impairment loss of $450,000 (2014: nil) was recognised to reduce the carrying amount of the assets in the disposal group to the fair value less costs to sell. This amount was included as part of the “Loss from discontinued operation, net of tax“. Commentary: Ê FRS 5.5B clarifies that disclosure requirements in other FRSs do not apply to non-current assets held for sale (or disposal groups) unless those FRSs explicitly refer to those assets and disposals groups. Disclosure requirements continue to apply for assets and liabilities that are not within the scope of the measurement requirements of FRS 105, but within the disposal group. FRS 105.5B FRS 105.5B.b Discontinued operation and disposal group classified as held for sale These analysis/disclosures are not required for disposal groups that are newly acquired subsidiaries that meet the criteria to be classified as held for sale on acquisition. FRS 105.33.b and 39 Alternatively, these analysis/disclosures may be presented on the face of the financial statements. If so presented for the purposes of the statement of comprehensive income, a separate section identified as relating to discontinued operations is required. FRS 105.33.b An entity should re-present the disclosures in FRS 105.33 for prior periods presented in the statement of comprehensive income and cash flow statement so that the disclosures relate to all operations that have been discontinued by the end of the reporting period for the latest period presented. FRS 105.34 Loss per share from discontinued operation In this illustration, loss per share from discontinued operations has been presented in the note. Alternatively, this information may be presented on the face of the statement of comprehensive income. FRS 33.68 12. Earnings per share Ê a) Continuing operations Basic earnings per share from continuing operations are calculated by dividing profit from continuing operations, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year. FRS 33.10 and 12 Diluted earnings per share from continuing operations are calculated by dividing profit from continuing operations, net of tax, attributable to owners of the Company (after adjusting for interest expense on convertible redeemable preference shares) by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. FRS 33.31 and 33 The following tables reflect the profit and share data used in the computation of basic and diluted earnings per share for the years ended 31 December: XYZ Holdings (Singapore) Limited | 82 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 12. Earnings per share Ê (continued) a) Continuing operations (continued) Group Profit for the year attributable to owners of the Company Add back: Loss from discontinued operation, net of tax, attributable to owners of the Company Profit from continuing operations, net of tax, attributable to owners of the Company used in the computation of basic earnings per share from continuing operations Interest expense on convertible redeemable preference shares Profit from continuing operations, net of tax, attributable to owners of the Company used in the computation of diluted earnings per share Weighted average number of ordinary shares for basic earnings per share computation * 2015 2014 $’000 $’000 4,776 4,841 544 188 5,320 5,029 62 59 5,382 5,088 No. of shares ‘000 No. of shares ‘000 23,150 23,055 18 15 505 505 23,673 23,575 Effects of dilution : FRS 33.70.a FRS 33.12 FRS 33.70.b FRS 33.70.b - Share options - Convertible redeemable preference shares Weighted average number of ordinary shares for diluted earnings per share computation * FRS 33.70.b * The weighted average number of shares takes into account the weighted average effect of changes in treasury shares transactions during the year. 325,000 (2014: 200,000) share options granted to employees under the existing employee share option plans have not been included in the calculation of diluted earnings per share because they are anti-dilutive. Since the end of the financial year, senior executives have exercised the options to acquire 2,000 (2014: nil) ordinary shares. There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these financial statements. FRS 33.70.c FRS 33.70.d b) Earnings per share computation The basic and diluted earnings per share are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of ordinary shares for basic earnings per share computation and dividing the profit for the year attributable to owners of the Company adjusted for interest expense on convertible redeemable shares by the weighted average number of ordinary shares for diluted earnings per share computation respectively. These profit and share data are presented in the tables in Note 12(a) above. XYZ Holdings (Singapore) Limited | 83 FRS 33.70.a and b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 12. Earnings per share Ê (continued) Commentary: Earnings per share Ê If the number of ordinary or potential ordinary shares outstanding increases as a result of a capitalisation, bonus issue or share split, or decreases as a result of a reverse share split, the calculation of basic and diluted earnings per share for all periods presented shall be adjusted retrospectively. If these changes occur after the end of the reporting period but before the financial statements are authorised for issue, the per share calculations for current and prior period presented shall be based on the new number of shares and this fact should be disclosed. In addition, basic and diluted earnings per share of all periods presented shall be adjusted for the effects of errors and adjustments resulting from changes in accounting policies accounted for retrospectively. In this illustration, it is assumed that the profit or loss from discontinued operation is not attributable to non-controlling interests. Ì The objective of diluted earnings per share is consistent with that of basic earnings per share which is to provide a measure of the interest of each ordinary share in the performance of an entity while giving effect to all dilutive potential ordinary shares outstanding during the period. As a result: FRS 33.64 FRS 33.32 (a) profit or loss attributable to ordinary equity holders of the parent entity is increased by the after-tax amount of dividends and interest recognised in the period in respect of the dilutive potential ordinary shares and is adjusted for any other changes in income or expense that would result from the conversion of the dilutive potential ordinary shares; and (b) the weighted average number of ordinary shares outstanding is increased by the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. Í Potential ordinary shares shall be treated as dilutive only when their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. FRS 33.41 Î An entity shall disclose a description of ordinary share transactions or potential ordinary share transactions, other than those resulted from share capitalisation, bonus issue or share split, that occur after the end of the reporting period and that would have changed significantly the number of ordinary shares or potential ordinary shares outstanding at the end of the period if those transactions had occurred before the end of the reporting period. FRS 33.70.d Example of such transactions include: FRS 33.71 - An issue of shares for cash; - An issue of shares when the proceeds are used to repay debt or preference shares outstanding at the end of the reporting period; - The redemption of ordinary shares outstanding; - The conversion or exercise of potential ordinary shares outstanding at the end of the reporting period into ordinary shares; - An issue of options, warrants, or convertible instruments; and - The achievement of conditions that would result in the issue of contingently issuable shares. Earnings per share amounts are not adjusted for such transactions occurring after the end of the reporting period because such transactions do not affect the amount of capital used to produce profit or loss for the period. XYZ Holdings (Singapore) Limited | 84 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 13. Property, plant and equipment ÊÊ Group Cost or valuation: At 1 January 2014 FRS 1.77 and 78.a Freehold land $’000 Buildings Plant and equipment Furniture and fixtures Total $’000 $’000 $’000 $’000 25,079 2,331 35,953 1,028 441 At valuation At cost 7,468 1,075 Additions 1,160 1,824 Disposals – – 2,128 740 Revaluation surplus Elimination of accumulated depreciation on revaluation Exchange differences At 31 December 2014 and 1 January 2015 Additions Transfer from investment properties (Note 14) Disposals Acquisition of a subsidiary (Note 17) Attributable to discontinued operation (Note 11) Revaluation surplus Elimination of accumulated depreciation on revaluation Exchange differences At 31 December 2015 – (30) (50) (15) (2,054) – – (120) FRS 16.73.a 4,453 FRS 16.73.e.i – (2,054) FRS 16.73.e.ii – 2,868 FRS 16.73.e.iv – (50) (20) (185) 10,726 3,574 23,933 2,752 40,985 4,000 1,194 2,008 1,252 8,454 – 300 – – 300 (3,068) – (1,710) – (3,328) 1,111 – FRS 16.35.b FRS 16.73.e.viii FRS 16.73.d FRS 16.73.e.i FRS 16.73.e.ix (8,106) FRS 16.73.e.ii 158 1,269 FRS 16.73.e.iii (150) (1,847) FRS 16.73.e.ii 1,506 FRS 16.73.e.iv (1,010) (310) 1,206 300 – – (67) – – – (377) FRS 16.73.d (67) 20 10 50 12 92 11,874 3,291 23,397 4,024 42,586 FRS 16.35.b FRS 16.73.e.viii FRS 16.73.d Accumulated depreciation and impairment loss: At 1 January 2014 – – 6,461 1,337 7,798 FRS 16.73.d Depreciation charge for the year – 50 2,558 230 2,838 FRS 16.73.e.vii Disposals Elimination of accumulated depreciation on revaluation – – – Exchange differences – – – – 8,364 1,557 9,921 FRS 16.73.d Depreciation charge for the year – 115 2,628 300 3,043 FRS 16.73.e.vii Impairment loss – – 500 – 500 Disposals – (10) (1,153) – (38) (245) – (67) At 31 December 2014 and 1 January 2015 Attributable to discontinued operation (Note 11) Elimination of accumulated depreciation on revaluation Exchange differences (50) (615) – (40) – – (615) – (10) – (50) FRS 16.35.b (50) FRS 16.73.e.viii FRS 16.73.e.v (1,163) FRS 16.73.e.ii (381) FRS 16.73.e.ii (98) – (67) – – 10 5 15 – – 10,104 1,764 11,868 At 31 December 2014 10,726 3,574 15,569 1,195 31,064 At 31 December 2015 11,874 3,291 13,293 2,260 30,718 At 31 December 2015 FRS 16.73.e.ii Net carrying amount: XYZ Holdings (Singapore) Limited | 85 FRS 16.35.b FRS 16.73.e.viii FRS 16.73.d XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 13. Property, plant and equipment ÊÊ (continued) Furniture and fixtures Company $’000 Cost: FRS 16.73.a At 1 January 2014 1,166 Additions 221 At 31 December 2014 and 1 January 2015 1,387 Additions 626 At 31 December 2015 FRS 16.73.d FRS 16.73.e.i FRS 16.73.d FRS 16.73.e.i 2,013 FRS 16.73.d 669 FRS 16.73.d 115 FRS 16.73.e.vii 784 FRS 16.73.d 150 FRS 16.73.e.vii 934 FRS 16.73.d Accumulated depreciation: At 1 January 2014 Depreciation charge for the year At 31 December 2014 and 1 January 2015 Depreciation charge for the year At 31 December 2015 Net carrying amount: At 31 December 2014 603 At 31 December 2015 1,079 Assets under construction The Group’s plant and equipment included $800,000 (2014: $750,000) which relate to expenditure for a plant in the course of construction. FRS 16.74.b Capitalisation of borrowing costs The Group’s plant and equipment include borrowing costs arising from bank loans borrowed specifically for the purpose of the construction of a plant and equipment. During the financial year, the borrowing costs capitalised as cost of plant and equipment amounted to $57,000 (2014: $60,000). The rate used to determine the amount of borrowing costs eligible for capitalisation was 4.5% (2014: 5.0%), which is the effective interest rate of the specific borrowing. FRS 23.26.a FRS 23.26 b Revaluation of freehold land and buildings The Group engaged Chartered Surveyors Pte Ltd, an independent valuer to determine the fair value of the freehold land and buildings. The date of the revaluation was 31 December 2015 (2014: 31 December 2014). Details of valuation techniques and inputs used are disclosed in Note 39. FRS 16.77.a-b If the freehold land and buildings were measured using the cost model, the carrying amounts would be as follows: FRS 16.77.e Group 2015 2014 $’000 $’000 9,560 8,336 2,730 3,048 Freehold land at 31 December: - Cost and net carrying amount Buildings at 31 December: - Cost - Accumulated depreciation and impairment - Net carrying amount (150) 2,580 (200) 2,848 XYZ Holdings (Singapore) Limited | 86 SGX 1207.11 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 13. Property, plant and equipment ÊÊ (continued) Assets held under finance leases During the financial year, the Group acquired plant and equipment and furniture and fixtures with an aggregate cost of $1,028,000 (2014: $95,000) by means of finance leases. The cash outflow on acquisition of property, plant and equipment amounted to $7,426,000 (2014: $4,358,000). FRS 7.43 The carrying amount of plant and equipment and furniture and fixtures held under finance leases at the end of the reporting period were $815,000 (2014: $65,000) and $85,000 (2014: $30,000) respectively. FRS 17.31.a Leased assets are pledged as security for the related finance lease liabilities. FRS 16.74.a Assets pledged as security In addition to assets held under finance leases, the Group’s freehold land and buildings with a carrying amount of $7,822,000 (2014: $6,833,000) are mortgaged to secure the Group’s bank loans (Note 30). FRS 16.74.a Impairment of assets During the financial year, a subsidiary of the Group within the electronic components segment, XYZ Vietnam Ltd carried out a review of the recoverable amount of its production equipment because a particular line of specialised electronic component products had been persistently making losses. An impairment loss of $500,000 (2014: nil), representing the write-down of these equipment to the recoverable amount was recognised in “Other expenses” (Note 8) line item of profit or loss for the financial year ended 31 December 2015. The recoverable amount of the production equipment was based on its value in use and the pre-tax discount rate used was 12.4% (2014: 11.2%). FRS 36.126.a, 130.a-c, e and g Commentary: Ê Entities are also encouraged to disclose the following information, which users of financial statements may find relevant to their needs: FRS 16.79 - The carrying amount of temporarily idle property, plant and equipment; - The gross carrying amount of any fully depreciated property, plant and equipment that is still in use; - The carrying amount of property, plant and equipment retired from active use and not classified as held for sale in accordance with FRS 105; and - When the cost model is used, the fair value of property, plant and equipment when this is materially different from the carrying amount. Ë If the amount of borrowing costs eligible for capitalisation have been determined by applying a capitalisation rate to the expenditures on a qualifying asset because funds used for the purpose of obtaining the qualifying asset are borrowed generally (rather than specifically), the capitalisation rate should be the weighted average of the borrowing costs applicable to the borrowings of the entity that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs capitalised during a period should not exceed the amount of borrowing costs incurred during that period. XYZ Holdings (Singapore) Limited | 87 FRS 23.14 and 26.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 13. Property, plant and equipment ÊÊ (continued) Additional illustrative disclosures: Changes in estimates Ê In this illustration, there was no change in the useful life of property, plant and equipment of the Group. Where applicable, an entity should disclose the nature and effect of a change in accounting estimate that has an effect in the current or subsequent periods. FRS 8.39 FRS 16.76 Illustrative note disclosure for change in estimated useful life of equipment: During the financial year, the Group conducted an operational efficiency review on its production lines. The Group revised the estimated useful lives of some automation machines from five to eight years, after refurbishments that will enable these automation machines to remain in production for an additional three years. The revision in estimate has been applied on a prospective basis from 1 January 2014. The effect of the above revision on depreciation charge in current and future periods are as follows: Decrease in depreciation expense 2015 $’000 2016 $’000 2017 $’000 Later $’000 (xxx) (xxx) (xxx) (xxx) 14. Investment properties Ê Group 2015 2014 $’000 $’000 3,955 3,825 500 – 489 129 FRS 40.76.d – FRS 40.76.f FRS 40.76.e Balance sheet: FRS 40.76 At 1 January Additions (subsequent expenditure) Net gains from fair value adjustments recognised in profit or loss Transfer to property, plant and equipment (Note 13) (300) Exchange differences At 31 December 1 1 4,645 3,955 324 246 FRS 40.76a Income statement: Rental income from investment properties: - Minimum lease payments - Contingent rent based on tenant’s turnover 21 45 345 291 - Rental generating properties (60) (55) FRS 40.75.f.ii - Non-rental generating properties (12) (10) FRS 40.75.f.iii (72) (65) FRS 17.56.b FRS 40.75.f.i Direct operating expenses (including repairs and maintenance) arising from: The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance or enhancements. XYZ Holdings (Singapore) Limited | 88 FRS 40.75.g FRS 40.75.h XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 14. Investment properties Ê (continued) Valuation of investment properties Investment properties are stated at fair value, which has been determined based on valuations performed as at 31 December 2015 and 31 December 2014. The valuations were performed by Chartered Surveyors Pte Ltd, an independent valuer with a recognised and relevant professional qualification and with recent experience in the location and category of the properties being valued. Details of valuation techniques and inputs used are disclosed in Note 39. FRS 40.75.a FRS 40.75.e Properties pledged as security Certain investment properties amounting to $2,145,000 (2014: $2,055,000) are mortgaged to secure bank loans (Note 30). FRS 40.75.g Transfer to property, plant and equipment On 30 December 2015, the Group transferred one condominium unit that was held as investment property to owner-occupied property. On that date, the Group has commenced using the condominium unit for employee accommodation purposes. The investment properties held by the Group as at 31 December are as follows: Description and Location Existing Use Tenure Unexpired lease term 8-storey shopping podium, 3 basements and twin 27-storey office towers along South Park, Singapore Shops Leasehold 983 years Five condominium units, River Valley, Singapore Residential Leasehold 92 years 18-storey office tower along Xujing Road, Qingpu District, Shanghai Offices Leasehold 58 years SGX 1207.11.b Commentary Contractual obligations relating to investment properties Ê Contractual obligations to purchase, construct or develop investment property or for repairs, maintenance or enhancements should be disclosed, if applicable. FRS 40.75.h Additions to investment properties Additions to investment properties resulting from: i) acquisitions of properties; ii) subsequent FRS 40.76.a and expenditure recognised in the carrying amount of an asset; and iii) acquisitions through business b combinations should be disclosed separately. Valuation of investment properties When a valuation obtained for investment property is adjusted significantly for the purpose of the financial statements, for example to avoid double-counting of assets or liabilities that are recognised as separate assets and liabilities, the entity should disclose a reconciliation between the valuation obtained and the adjusted valuation included in the financial statements, showing separately the aggregate amount of any recognised lease obligations that have been added back, and any other significant adjustments. If there has been no such valuation performed by an independent valuer, that fact should be disclosed. FRS 40.77 FRS 40.75.e List of properties held for investment This disclosure is only required for entities listed on the SGX-ST, where the aggregate value for all properties for development, sale or for investment purposes held by the entity represent more than 15% of the value of the consolidated net tangible assets, or contribute more than 15% of the consolidated pre-tax operating profit. This disclosure may be included in other parts of the entity’s annual report instead. XYZ Holdings (Singapore) Limited | 89 SGX 1207.11 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 15. Intangible assets Ê Group Goodwill Brands Club Membership $’000 $’000 $’000 Deferred Development Costs Total $’000 $’000 FRS 1.77 Cost: At 1 January 2014 245 240 100 984 1,569 Additions – internal development – – – 200 200 Exchange differences 5 5 – 12 22 250 245 100 1,196 1,791 – – – 200 200 FRS 38.118.e.i 772 500 – – 1,272 FRS 38.118.e.i At 31 December 2014 and 1 January 2015 FRS 38.118.c FRS 38.118.e.i FRS 38.118.e.vii FRS 38.118.c Additions: - Internal development - Acquisition of a subsidiary (Note 17) Attributable to discontinued operation – – – Exchange differences 15 7 – (250) 14 (250) 36 At 31 December 2015 1,037 752 100 1,160 3,049 FRS 38.118.c – – 70 131 201 FRS 38.118.c Amortisation – – 10 242 252 FRS 38.118.e.vi Exchange differences – – – 5 5 FRS 38.118.e.vii – – 80 378 458 FRS 38.118.c Amortisation – – 10 210 220 Impairment loss – – – 200 200 FRS 38.118.e.vi FRS 36.130.b FRS 38.118.e.iv Attributable to discontinued operation – – – (250) (250) FRS 38.118.e.ii Exchange differences – – – 2 2 At 31 December 2015 – – 90 540 630 At 31 December 2014 250 245 20 818 1,333 At 31 December 2015 1,037 752 10 620 2,419 FRS 38.118.e.ii FRS 38.118.e.vii Accumulated amortisation and impairment: At 1 January 2014 At 31 December 2014 and 1 January 2015 FRS 38.118.e.vii FRS 38.118.c Net carrying amount: FRS 38.122.b Brands and deferred development costs Brands relate to the “Gao-Feng”, “You-Yue” and “MSAX-Q” (acquired in 2014) brand names for the Group’s specialised electronic components that were acquired in business combinations. As explained in Note 2.9(b)(i), the useful life of these brands is estimated to be indefinite. Deferred development costs relate to energy efficiency improvement projects for analogue electronic components and have an average remaining amortisation period of four years (2014: five years). All research costs and development costs not eligible for capitalisation have been expensed and are recognised in ‘Research and development’ line item in profit or loss. XYZ Holdings (Singapore) Limited | 90 FRS 38.122.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 15. Intangible assets Ê (continued) Amortisation expense The amortisation of deferred development costs and club membership is included in the “Research and development” and “Administrative expenses” line items in profit of loss respectively. FRS 38.118.d Impairment testing of goodwill and brands Goodwill acquired through business combinations and brands have been allocated to two cash-generating units (CGU), which are also the reportable operating segments, for impairment testing as follows: FRS 36.80.b - Electronic components segment - Property segment The carrying amounts of goodwill and brands allocated to each CGU are as follows: Electronic components segment Property segment Total 2015 2014 2015 2014 2015 2014 $’000 $’000 $’000 $’000 $’000 $’000 Goodwill 782 – 255 250 1,037 250 FRS 36.134.a Brands 752 245 – – 752 245 FRS 36.134.b The recoverable amounts of the CGUs have been determined based on value in use calculations using cash flow projections from financial budgets approved by management covering a five-year period. The pre-tax discount rate applied to the cash flow projections and the forecasted growth rates used to extrapolate cash flow projections beyond the five-year period are as follows: Electronic components segment Growth rates Pre-tax discount rates FRS 36.130.e. 134.c and d.iii Property segment 2015 2014 2015 2014 5.1% 4.8% 6.1% 5.5% FRS 36.134.d.iv 11.3% 11.1% 12.3% 12.8% FRS 36.134.d.v Key assumptions used in the value in use calculations The calculations of value in use for both the CGUs are most sensitive to the following assumptions: FRS 36.134.d.i Budgeted gross margins – Gross margins are based on average values achieved in the three years preceding the start of the budget period. These are increased over the budget period for anticipated efficiency improvements. An increase of 1.5% per annum was applied for the electronic components segment and 2.2% for the property segment. FRS 36.134.d.i and ii Growth rates – The forecasted growth rates are based on published industry research and do not exceed the long-term average growth rate for the industries relevant to the CGUs. FRS 36.134.d.i,ii and iv XYZ Holdings (Singapore) Limited | 91 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 15. Intangible assets Ê (continued) Impairment testing of goodwill and brands (continued) Key assumptions used in the value in use calculations (continued) Pre-tax discount rates – Discount rates represent the current market assessment of the risks specific to each CGU, regarding the time value of money and individual risks of the underlying assets which have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest bearing borrowings the Group is obliged to service. Segment–specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data. FRS 36.134.d.i and ii Market share assumptions – These assumptions are important because, as well as using industry data for growth rates (as noted above), management assesses how the CGU’s position, relative to its competitors, might change over the budget period. Management expects the Group’s share of the electronics and property markets to be stable over the budget period. FRS 36.134.d.i and ii Sensitivity to changes in assumptions With regards to the assessment of value in use for the property segment, management believes that no reasonably possible changes in any of the above key assumptions would cause the carrying value of the unit to materiality exceed its recoverable amount. For the electronic components segment, the estimated recoverable amount exceeds its carrying amount by approximately $200,000 (2014: $150,000) and, consequently, any adverse change in a key assumption would result in a further impairment loss. The implication of the key assumption for the recoverable amount is discussed below: Growth rates – Management recognises that the speed of technological change and the possibility of new entrance can have a significant impact on growth rate assumptions. The effect of new entrance is not expected to have an adverse impact on the forecasts, but could yield a reasonably possible alternative to the estimated long-term growth rate of 5.1% (2014: 4.8%). A reduction of 0.8% (2014: 0.9%) in the long-term growth rate would result in a further impairment. FRS 36.134.f.i FRS 36.134.f.ii FRS 36.134.f.iii Impairment loss recognised During the financial year, an impairment loss was recognised to write-down the carrying amount of deferred development costs attributable to the fire prevention equipment segment that has been classified as discontinued operation (Note 11). The impairment loss of $200,000 (2014: nil) has been recognised in profit or loss under the line item “loss from discontinued operation, net of tax”. XYZ Holdings (Singapore) Limited | 92 FRS 36.126.a, FRS 36.130.a-c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 15. Intangible assets Ê (continued) Commentary: Description of intangible assets Ê The disclosure of a description, the carrying amount and remaining amortisation period are required for any individual intangible asset that is material to the entity’s financial statements. If some or all of the carrying amount of goodwill or intangible assets with indefinite useful lives is allocated across multiple CGUs (groups of units), and the amount so allocated to each unit (group of units) is not significant in comparison with the entity’s total carrying amount of goodwill or intangible assets with indefinite useful lives, that fact shall be disclosed, together with the aggregate carrying amount of goodwill or intangible assets with indefinite useful lives allocated to those CGUs (group of units). In addition, if the recoverable amounts of any of those CGUs (group of units) are based on the same key assumption(s) and the aggregate carrying amount of goodwill or intangible assets with indefinite useful lives allocated to them is significant in comparison with the entity’s total carrying amount of goodwill or intangible assets with indefinite useful lives, an entity shall disclose that fact, together with: (a) The aggregate carrying amount of goodwill allocated to those units (groups of units) (b) The aggregate carrying amount of intangible assets with indefinite useful lives allocated to those units (groups of units) (c) A description of the key assumption(s) (d) A description of management’s approach to determining the value(s) assigned to the key assumption(s), whether those value(s) reflect past experience or, if appropriate, are consistent with external sources of information, and, if not, how and why they differ from past experience or external sources if information. (e) If a reasonably possible change in the key assumption(s) would cause the aggregate of the units’ (groups of units’) carrying amounts to exceed the aggregate of their recoverable amounts: (i) The amount by which the aggregate of the units’ (group of units’) recoverable amounts exceeds the aggregate of their carrying amounts. (ii) The value(s) assigned to the key assumption(s). (iii) The amount by which the value(s) assigned to the key assumption(s) must change, after incorporating any consequential effects of the change on the other variables used to measure recoverable amount, in order for the aggregate of the unit’s (groups of units’) recoverable amounts to be equal to the aggregate of their carrying amounts. Provided specified criteria are met, if the most recent detailed calculation made in a preceding period of the recoverable amount of a CGU (group of units) is used in the impairment test for that unit (group of units) in the current period, the disclosures required in the financial statements by paragraphs 134 and 135 relate to the carried forward calculation of recoverable amount. FRS 38.122.b FRS 36.135 FRS 36.136 Sensitivity to changes in assumptions If a reasonably possible change in any key assumptions used by management would cause the carrying values of CGUs to materially exceed the recoverable amounts, an entity should disclose - the amount by which the CGU’s recoverable amount exceeds its carrying amount, - the value assigned to the key assumption, the amount by which the value assigned to the key assumption must change, after incorporating any consequential effects of that change on the other variables used to measure recoverable amount, in order for the CGU’s recoverable amount to be equal to its carrying amount. XYZ Holdings (Singapore) Limited | 93 FRS 36.134.f XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 15. Intangible assets Ê (continued) Additional illustrative disclosures: Recoverable amount of CGU containing goodwill or intangible assets with indefinite lives determined based on fair value less costs to sell (continued) In this illustration, the recoverable amounts of such CGUs were determined based on value in use calculations. If an entity uses fair value less costs of disposal to measure the recoverable amount of CGU and the fair value less costs of disposal is not determined using a quoted price, the entity should disclose the valuation technique(s) and other information including: the key assumption used; a description of management’s approach to each key assumption (whether those values reflect past experience or are consistent with external information, and if not, how and why they differ); the level of fair value hierarchy and the reason(s) for changing valuation techniques, if there is any change, are required to be provided in the financial statements. FRS 36.134.e Illustrative note disclosure: The recoverable amounts of CGU A, CGU B and CGU C are determined based on fair value less costs of disposal of the CGUs. To calculate these values, an appropriate multiple was applied to the maintainable operating earnings of the CGUs. The fair value less costs of disposal of the CGUs are determined by applying an appropriate market multiple to its earnings before interest, tax, depreciation and amortisation (EBITDA), which management believes is sustainable in view of the current and anticipated business conditions. The fair value less costs of disposal of CGU A, CGU B and CGU C are estimated based on current EBITDAs and market multiple of X.XX. The market multiples are calculated based on the median of comparable companies’ indications, after adjustments for differences in risks and growth. The control premium of XX% was calculated based on the investment climate, industry dynamic and recent comparable transactions. The discount rate of XX% has been derived based on studies of liquidity discounts and adjusted for the size of the Company. The fair value derived is categorises under Level 3 of the fair value hierarchy. If fair value less costs to sell is determined using discounted cash flow projections, the following information shall also be disclosed: - The period over which management has projected cash flows - The growth rate used to extrapolate cash flow projections - The discount rate(s) applied to the cash flow projections Forecasted growth rates used to extrapolate cash flow projections beyond the five-year period Ë The entity is required to disclose the justification if the growth rate used to extrapolate cash flows projections beyond the period covered by the most recent budgets/forecasts exceeds the long-term average growth rate for the products, industries, or countries in which the entity operates. Illustrative note disclosure: The growth rate used to extrapolate the cash flows of the electronics component segment exceeds the average growth rate for the industry in which the electronics segment operates by three quarters of a percentage point. Management of the electronics component segment believes this growth rate is justified based on the acquisition of XXX Limited that has resulted in the control of an industry patent, preventing other entities from manufacturing a specialised product for a period of 10 years with the option for renewal after the 10 years period have expired. XYZ Holdings (Singapore) Limited | 94 FRS 36.134.d.iv XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 16. Land use rights Group 2015 2014 $’000 $’000 6,500 6,360 Cost: At 1 January 220 140 6,720 6,500 767 630 132 130 10 7 909 767 5,811 5,733 - Not later than one year 137 132 - Later than one year but not later than five years 548 528 5,126 5,073 Exchange differences At 31 December Accumulated amortisation: At 1 January Amortisation for the year Exchange differences At 31 December Net carrying amount Amount to be amortised: - Later than five years The Group has land use rights over two plots of state-owned land in People’s Republic of China (PRC) where the Group’s PRC manufacturing and storage facilities reside. The land use rights are not transferable and have a remaining tenure of 43 years (2014: 44 years). FRS 17.35.a FRS 17.35.d 17. Investment in subsidiaries ÊÑÒ Company Shares, at cost Discount on loans to subsidiaries Issuance of shares for acquisition of subsidiary Impairment losses 2015 2014 $’000 $’000 11,132 11,042 540 540 1,475 – (1,000) (1,000) 12,147 10,582 XYZ Holdings (Singapore) Limited | 95 FRS 27.10.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries ÊËÑÒ (continued) a. Composition of the Group The Group has the following significant investments in subsidiaries. Name Principal place of business Principal activities Proportion (%) of ownership interest 2015 2014 FRS 27.43.b FRS 24.12 Held by the Company: XYZ Technologies Pte Ltd i Singapore Manufacture of electronic components 100 100 XYZ Investment Pte Ltd i Singapore Investment holding 100 100 XYZ Land Pte Ltd i Singapore Investment holding 100 100 Good Fire Prevention Pte Ltd i Singapore Installation of fire prevention equipment and provision of installation services 100 100 Held through XYZ Technologies Pte Ltd: XYZ China Co. Ltd ii People’s Republic of China Manufacture of electronic components 75 75 XYZ Vietnam Ltd ii Vietnam Manufacture of electronic components 100 80 MSAX Sdn Bhd ii Malaysia Manufacture of electronic components 80 -* XYZ Developers Pte Ltd i Singapore Property development 100 100 XYZ Constructors Sdn Bhd ii Malaysia Property development 100 100 Lion Land Pte Ltd i Singapore Property investment 100 100 Held through XYZ Land Pte Ltd: i Audited by Ernst & Young LLP, Singapore ii Audited by member firms of EY Global in the respective countries SGX 717 * The Group holds 25% ownership interest in MSAX Sdn Bhd in 2014 and account for it as an associate (Note 19). XYZ Holdings (Singapore) Limited | 96 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries ÊËÑÒ (continued) b. Interest in subsidiaries with material non-controlling interest (NCI) FRS 112.12 The Group has the following subsidiaries that have NCI that are material to the Group. FRS 112.B10.a Name of Subsidiary Principal place of business Proportion of ownership interest held by noncontrolling interest Profit/(Loss) allocated to NCI during the reporting period $’000 Accumulated NCI at the end of reporting period $’000 Dividends paid to NCI 25% 120 1,220 100 20% 40 400 30 25% 270 1,200 200 $’000 31 December 2015: XYZ China Co. Ltd MSAX Sdn Bhd People’s Republic of China Malaysia 31 December 2014: XYZ China Co. Ltd People’s Republic of China Significant restrictions: The nature and extent of significant restrictions on the Group’s ability to use or access assets and settle liabilities of subsidiaries with material non-controlling interests are: FRS 112.10.b.i FRS 112.13 Cash and cash equivalents of $49,000 held in People’s Republic of China are subject to local exchange control regulations. These regulations places restriction on the amount of currency being exported other than through dividends. c. Summarised financial information about subsidiaries with material NCI Summarised financial information including goodwill on acquisition and consolidation adjustments but before intercompany eliminations of subsidiaries with material noncontrolling interests are as follows: Summarised balance sheets XYZ China Co Ltd As at 31 December 2015 $’000 Current Assets Liabilities Net current assets Non-current Assets Liabilities Net non-current assets Net assets MSAX Sdn Bhd As at 31 December 2014 $’000 As at 31 December 2015 $’000 As at 31 December 2014 $’000 5,000 (3,022) 4,800 (3,000) 2,082 (582) 2,652 (1,302) 1,978 1,800 1,500 1,350 522 (198) 830 (366) 886 (386) 720 (120) 324 464 500 600 2,302 2,264 2,000 1,950 XYZ Holdings (Singapore) Limited | 97 FRS 112.12.g FRS 112.B10.6 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries ÊËÑÒ (continued) c. Summarised financial information about subsidiary with material NCI Summarised statement of comprehensive income XYZ China Co Ltd 2015 $’000 Revenue MSAX Sdn Bhd 2015 $’000 2014 $’000 867 953 2014 $’000 554 482 Profit before income tax 260 286 166 145 Income tax expense (44) (49) (28) (24) Profit after tax – continuing operations 216 237 138 121 Other comprehensive income 10 (8) 62 (71) Total comprehensive income 226 229 200 50 Other summarised information XYZ China Co Ltd 2015 $’000 MSAX Sdn Bhd 2015 $’000 2014 $’000 2014 $’000 Net cash flows from operations 186 235 130 42 Acquisition of significant Property, Plant and Equipment (68) (778) (229) (553) Commentary: Ê An entity shall disclose information that enables users of its consolidated financial statements (a) to understand: i. the composition of the group; and ii. the interest that non-controlling interests have in the group’s activities and cash flows; and (b) to evaluate: i. the nature and extent of significant restrictions on its ability to access or use assets, and settle liabilities, of the group ii. the nature of, and changes in, the risks associated with its interests in consolidated structured entities iii. the consequences of changes in its ownership interest in a subsidiary that do not result in a loss of control; and iv. the consequences of losing control of a subsidiary during the reporting period. XYZ Holdings (Singapore) Limited | 98 FRS 112.10 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries ÊËÑÒ (continued) Commentary (continued): Ë An entity shall decide, in the light of its circumstances, how much detail it provides to satisfy the information needs of users, how much emphasis it places on different aspects of the requirements and how it aggregates the information. It is necessary to strike a balance between burdening financial statements with excessive detail that may not assist users of financial statements and obscuring information as a result of too much aggregation. FRS 112.B2 Ì In this illustration, it is assumed that there was no reversal of impairment loss on investment in subsidiaries. Where applicable, an entity should disclose the events and circumstances that led to the reversal of such impairment loss. FRS 36.130.a Í An entity shall disclose the country of incorporation if different from the principal place of business of the subsidiary. FRS 112.12.b FRS 27.17.b.ii Î An entity shall disclose the proportion of voting rights if different from the proportion of ownership interests held. FRS 112.12.d FRS 27.17.b.iii Ï An entity shall disclose: FRS 112.13 (a) Significant restrictions (e.g. statutory, contractual and regulatory restrictions) on its ability to access or use the assets and settle the liabilities of the group, such as: i. those that restrict the ability of a parent or its subsidiaries to transfer cash or other assets to (or from) other entities within the group. ii. guarantee or other requirements that may restrict dividends and other capital distributions being paid, or loans and advances being made or repaid, to (or from) other entities within the group. (b) The nature and extent to which protective rights of non-controlling interests can significantly restrict the entity’s ability to access or use the assets and settle the liabilities of the group (such as when a parent is obliged to settle liabilities of a subsidiary before settling its own liabilities, or approval of non-controlling interests is required either to access the assets or to settle the liabilities of a subsidiary). (c) The carrying amounts in the consolidated financial statements of the assets and liabilities to which those restrictions apply. Ð The summarised financial information presented shall be the amounts before inter-company eliminations. XYZ Holdings (Singapore) Limited | 99 FRS 112.B11 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries ÊËÑÒ (continued) Commentary (continued): Nature of the risks associated with an entity’s interests in consolidated structured entities In this illustration, the Group does not consolidate any structured entity. If the Group provides financial support to consolidated structured entities, please refer to the following disclosure requirements: An entity shall disclose the terms of any contractual arrangements that could require the parent or its subsidiaries to provide financial support to a consolidated structured entity, including events or circumstances that could expose the reporting entity to a loss (e.g. liquidity arrangements or credit rating triggers associated with obligations to purchase assets of the structured entity or provide financial support). FRS 112.14 If during the reporting period a parent or any of its subsidiaries has, without having a contractual obligation to do so, provided financial or other support to a consolidated structured entity (e.g. purchasing assets of or instruments issued by the structured entity), the entity shall disclose: FRS 112.15 (a) the type and amount of support provided, including situations in which the parents or its subsidiaries assisted the structured entity in obtaining financial support; and (b) the reasons for providing the support. If during the reporting period a parent or any of its subsidiaries has, without having a contractual obligation to do so, provided financial or other support to a previously unconsolidated structured entity and that provision of support resulted in the entity controlling the structured entity, the entity shall disclose an explanation of the relevant factors in reaching that decision. FRS 112.16 An entity shall disclose any current intentions to provide financial or other support to a consolidated structured entity, including intentions to assist the structured entity in obtaining financial support. FRS 112.17 Investment entities In this illustration, the Company does not meet the definition of an investment entity and therefore does not apply the exception to consolidation under FRS 110. When a parent determines that it is an investment entity in accordance with FRS 110, the following disclosures are required. (a) Information about significant judgements and assumptions it has made in determining that it is an investment entity. If the investment entity does not have one or more of the typical characteristics of an investment entity, it shall disclose its reasons for concluding that it is nevertheless an investment entity. FRS 112.9A (b) When an entity becomes, or ceases to be, an investment entity, it shall disclose the change of investment entity status and the reasons for the change. In addition, an entity that becomes an investment entity shall disclose the effect of the change of status on the financial statements for the period presented including: FRS 112.9B - The total fair value, as of the date of change of status, of the subsidiaries that cease to be consolidated - The total gain or loss, if any, calculated in accordance with paragraph B101 of FRS 110 - The line item(s) in profit or loss in which the gain or loss is recognised (if not presented separately) XYZ Holdings (Singapore) Limited | 100 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries ÊËÑÒ (continued) Commentary (continued): Investment entities (continued) (c) For each unconsolidated subsidiary, an investment entity shall disclose: FRS 112.19B - the subsidiary’s name; - the principal place of business (and country of incorporation if different from the principal place of business) of the subsidiary; and - the proportion of ownership interest held by the investment entity and, if different, the proportion of voting rights held. (d) If an investment entity is the parent of another investment entity, the parent shall also provide the disclosures in item (c) above for investments that are controlled by its investment entity subsidiary. The disclosure may be provided by including, in the financial statements of the parent, the financial statements of the subsidiary (subsidiaries) that contain the above information. (e) The nature and extent of any significant restrictions (e.g. resulting from borrowing arrangements, regulatory requirements or contractual arrangements) on the ability of an unconsolidated subsidiary to transfer funds to the investment entity in the form of cash dividends or to repay loans and advances made to the unconsolidated subsidiary by the investment entity (f) Any current commitments or intentions to provide financial or other support to an unconsolidated subsidiary, including commitments or intentions to assist the subsidiary in obtaining financial support. (g) If, during the reporting period, an investment entity or any of its subsidiaries has, or without having a contractual obligation to do so, provided financial or other support to an unconsolidated subsidiary (e.g. purchasing assets of, or instruments issued by, the subsidiary or assisting the subsidiary in obtaining financial support), the entity shall disclose: - The type and amount of support provided to each unconsolidated subsidiary - The reasons for providing the support (h) The terms of any contractual arrangements that could require the entity or its unconsolidated, controlled, structured entity, including events or circumstances that could expose the reporting entity to a loss (e.g. liquidity arrangements or credit triggers associated with obligations to purchase assets of the structured entity or to provide financial support). (i) If during the reporting period an investment entity or any of its unconsolidated subsidiaries has, without having a contractual obligation to do so, provided financial or other support to an unconsolidated, structured entity that the investment entity did not control, and if that provision of support resulted in the investment entity controlling the structured entity, the investment entity shall disclose an explanation of the relevant factors in reaching the decision to provide that support. XYZ Holdings (Singapore) Limited | 101 FRS 112.19C FRS 112.19D.a FRS 112.19D.b FRS 112.19E FRS 112.19F FRS 112.19G XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) d. Acquisition of subsidiary ÊËÊ On 18 October 2015 (the “acquisition date”), the Group’s subsidiary company, XYZ Technologies Pte Ltd (XYZ Technologies) acquired an additional 55% equity interest in its 25% owned associate, MSAX Sdn Bhd (“MSAX”), a manufacturer of electronic components in Malaysia. Upon the acquisition, MSAX became a subsidiary of the Group. FRS 103.B64.a-c The Group has acquired MSAX in order to strengthen its position as a leading manufacturer of electronic components in the ASEAN region and to enlarge the range of products it can offer to its clients. The acqusition is also expected to reduce costs through economies of scale. FRS 103.B64.d The Group has elected to measure the non-contolling interest at the non-controlling interest’s proportionate share of MSAX’s net identifiable assets. The fair value of the identifiable assets and liabilities of MSAX as at the acquisition date were: Fair value recognised on acquisition FRS 103.B64.i $’000 1,269 Property, plant and equipment Brand 500 Trade and other receivables 1,089 Inventories 752 Cash and cash equivalents 417 4,027 Trade and other payables (1,038) Provision for maintenance warranties (50) Deferred tax liability (48) Income tax payable (100) (1,236) Total identifiable net assets at fair value Non-controlling interest measured at the non-controlling interest’s proportionate share of MSAX’s net idenfiable assets Ì Goodwill arising from acquisition 2,791 (558) FRS 103.B64.o 772 FRS 103.B64.k 3,005 Consideration transferred for the acquisition of MSAX Cash paid Equity instruments issued (1,305,310 ordinary shares of XYZ Holdings (Singapore) Limited) Deferred cash settlement Contingent consideration recognised as at acquisition date Total consideration transferred Fair value of equity interest in MSAX held by the Group immediately before the acquisition 200 FRS 103.B64.f.i 1,475 FRS 103.B64.f.iv 200 FRS 103.B64.f.iii 450 FRS 103.B64.f.iii, 2,325 FRS 103.B64.g.i FRS 103.B64.f 680 FRS 103.B64.p.i 3,005 XYZ Holdings (Singapore) Limited | 102 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) d. Acquisition of subsidiary ÊËÊ (continued) $’000 Effect of the acquisition of MSAX on cash flows Total consideration for 55% equity interest acquired 2,325 FRS 7.40.a Less: non-cash consideration (2,125) FRS 7.43 Consideration settled in cash 200 Less: Cash and cash equivalents of subsidiay acquired (417) FRS 7.40.c Net cash inflow on acquisition 217 FRS 7.42 FRS 7.40.b Equity instruments issued as part of consideration transferred In connection with the acquisition of additional 55% equity interest in MSAX, XYZ Holdings (Singapore) Limited issued 1,305,310 ordinary shares with a fair value of $1.13 each. The fair value of these shares is the published price of the shares at the acquisition date. The attributable cost of the issuance of the shares as consideration of $50,000 have been recognised directly in equity as a deduction from share capital. FRS 103.B64.f.iv FRS 103.B64.l and m Contingent consideration arrangement As part of the purchase agreement with the previous owner of MSAX, a contingent consideration has been agreed. Additional cash payments shall be payable to the previous owner of MSAX of: a) $385,000, if the entity generates $1,000,000 profit before tax for a period of 12 months after the acquisition date, or b) $705,000 if the entity generates $1,500,000 profit before tax for a period of 12 months after the acquisition date. As at the acquisition date, the fair value of the contingent consideration was estimated at $450,000. FRS 103.B64.g.ii FRS 103.B64.g.iii FRS 103.B64.g.i As of 31 December 2015, the key performance indicators of MSAX show clearly that target (a) will be achieved and the achievement of target (b) is probable due to a significant expansion of the business and synergies implemented. Accordingly, the fair value of the contingent consideration has been adjusted to reflect this development and such change has been recognised through profit or loss. The fair value of the contingent consideration as at 31 December 2015 has been increased by $235,000 to $685,000. The fair value of the contingent consideration was calculated by applying the income approach using the probability-weighted payout approach and at a discount rate of 8%. This fair value adjustment of contingent consideration is recognised in the “Other expenses” line item in the Group’s profit or loss for the year ended 31 December 2015. FRS 103.58 FRS 103.B67.b Transaction costs Transaction costs related to the acquisition of $300,000 have been recognised in the “Administrative expenses” line item in the Group’s profit or loss for the year ended 31 December 2015. XYZ Holdings (Singapore) Limited | 103 FRS 103.B64.l and m XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) d. Acquisition of subsidiary ÊËÊ (continued) Gain on remeasuring previously held equity interest in MSAX to fair value at acquisition date The Group recognised a gain of $140,000 as a result of measuring at fair value its 25% equity interest in MSAX held before the business combination. The gain is included in the “Other income” line item in the Group’s profit or loss for the year ended 31 December 2015. FRS 103.B64.p.ii Trade and other receivables acquired Trade and other receivables acquired comprise of trade receivables and bills of exchange and promissory notes with fair values of $600,000 and $489,000, respectively. Their gross amounts are $655,000 and $489,000, respectively. At the acquisition date, $55,000 of the contractual cash flows pertaining to trade receivables are not expected to be collected. It is expected that the full contractual amount of the bills of exchange and promissory notes can be collected. FRS 103.B64.h Goodwill arising from acquisition The goodwill of $772,000 comprises the value of strengthening the Group’s market position in the ASEAN region, improved resilience to sector specific volatilities, and cost reduction syngeries expected to arise from the acquisition. It also includes the value of a customer list, which has not been recognised separately. Goodwill is allocated entirely to the electronic components segment. Due to the contractual terms imposed on the acquisition, the customer list is not separable and therefore does not meet the criteria for recognition as an intangible asset under FRS 38. None of the goodwill recognised is expected to be deductible for income tax purposes. FRS 103.B64.e FRS 103.B64.k Impact of the acquisition on profit or loss From the acquisition date, MSAX has contributed $8,000,000 of revenue and $301,000 to the Group’s profit for the year. If the business combination had taken place at the beginning of the year, the revenue from continuing operations would have been $144,720,000 and the Group’s profit from continuing operations, net of tax would have been $5,801,000. FRS 103.B64.q.i FRS 103.B64.q.ii Provisional accounting of the acquisition of MSAX A brand has been identified as an intangible asset arising from this acquisition. The Group has engaged an independent valuer to determine the fair value of the brand. As at 31 December 2015, the fair value of the brand amounting to $500,000 has been determined on a provisional basis as the final results of the independent valuation have not been received by the date the financial statements was authorised for issue. Goodwill arising from this acquisition, the carrying amount of the brand, deferred tax liability, and amortisation of the brand will be adjusted accordingly on a retrospective basis when the valuation of the brand is finalised. XYZ Holdings (Singapore) Limited | 104 FRS 103.B67.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) e. Acquisition of ownership interest in subsidiary, without loss of control Í On 31 March 2015, the Group’s subsidiary company, XYZ Technologies, acquired an additional 20% equity interest in XYZ Vietnam Ltd (XYZ Vietnam) from its noncontrolling interests for a cash consideration of $800,000. As a result of this acquisition, XYZ Vietnam became a wholly-owned subsidiary of XYZ Technologies. The carrying value of the net assets of XYZ Vietnam at 31 March 2015 was $3,250,000 and the carrying value of the additional interest acquired was $650,000. The difference of $150,000 between the consideration and the carrying value of the additonal interest acquired has been recognised as “Premium paid on acquisition of non-controlling interests“ within equity. The following summarises the effect of the change in the Group’s ownership interest in XYZ Vietnam on the equity attributable to owners of the Company: FRS 112.18 $’000 Consideration paid for acqusition of non-controlling interests 800 Decrease in equity attributable to non-controlling interests (650) Decrease in equity attributable to owners of the Company 150 Commentary: Acquisition of subsidiary Ê An entity shall also make disclosures of business combinations in accordance to FRS 103.B64 even if they were effected after the end of the reporting date but before the financial statements are authorised for issue, unless the initial accounting for the business combination is incomplete at the time the financial statements are authorised for issue. In that situation, the entity shall describe which disclosures cannot be made and the reasons why they cannot be made. FRS 103.59.b and B66 For individually immaterial business combinations occurring during the reporting period that are material collectively, an entity shall disclose in aggregate the information required by FRS 103.B64.e-q. FRS 103.B65 If the acquisition results in a bargain purchase instead of goodwill recognised, the acquirer shall disclose the amount of the gain recognised and the line item in the consolidated statement of comprehensive income in which the gain is recognised, and a description of the reasons why the transaction resulted in a gain. FRS 103.B64.n XYZ Holdings (Singapore) Limited | 105 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) Additional illustrative disclosures: Acquisition of subsidiary An acquirer shall also disclose information that enables users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the current period or previous reporting periods. Illustrative disclosure for adjustments to initial accounting for a business combination that was determined provisionally in the previous reporting period: FRS 103.61 and B67 FRS 103.B67.a The purchase price allocation of the acquisition of Acquiree Group (Acquiree) in the financial year ended 31 December 2015 were provisional as the Group had sought an independent valuation for the land and buildings owned by Acquiree. The results of this valuation had not been received at the date the 2015 financial statements were authorised for issue. The valuation of the land and buildings was received in April 2015 and showed that the fair value at the date of acquisition was $XXX, an increase of $XXX compared to the provisional value. The 2014 comparative information has been restated to reflect this adjustment. The value of the land and buildings increased by $XXX, there was an increase in the deferred tax liability of $XXX and an increase in non-controlling interest of $XXX. There was also a corresponding reduction in goodwill of $XXX, to give total goodwill arising on the acquisition of $XXX. The depreciation charge on the buildings from the acquisition date to 31 December 2014 increased by $XXX. In this illustration, no contingent liabilities are recognised in the business combination. Illustrative note disclosure where an entity recognised contingent liabilities in a business combination: A contingent liability at a fair value of $XXX has been determined at the acquisition date resulting from a claim for payment by a supplier whose shipment has been rejected and payment has been refused by the Group due to deviations from the defined technical specifications of the goods. The claim is subject to legal arbitration and is only expected to be finalised in late 2015. As at the reporting date, the contingent liability has been reassessed and is determined to be $XXX, which is based on the expected probable outcome (see Note X on Contingent Liability). The charge has been recognised in profit or loss. XYZ Holdings (Singapore) Limited | 106 FRS 103.B64.j FRS 103.56 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) Additional illustrative disclosures (continued): Please refer to commentary no. 4 of Note 2.4 Basis of consolidation and business combinations. In this illustration, the Group has elected to measure non-controlling interest arising from acquisition of MSAX at the non-controlling interest’s proportionate share of MSAX’s identifiable net assets. The following is an illustrative disclosure when an entity chooses to measure non-controlling interest arising in a business combination at fair value: Fair value of non-controlling interest in Acquiree The fair value of the non-controlling interest in Acquiree, an unlisted company, was estimated by applying the income approach that is corroborated by market approach. The fair value estimates are based on: - A discount rate range of XX% to XX%; - Terminal value, calculated based on the long term sustainable growth rate for the industry ranging from XX% to XX%, which has been used to determine income for the future years; and - Adjustments because of the lack of control and marketability that market participants would consider when estimating the fair value of the non-controlling interest in Acquiree. FRS 103.B64.o.ii Disposal of ownership in interest in subsidiary, without loss of control In this illustration, the Group does not dispose any ownership in interest in subsidiary, without loss of control. The following provides illustrative disclosures if the Group disposes its ownership of interest in subsidiary without loss of control. On 13 June 2015, the Group disposed of a 5% equity interest in XYZ China Co. Ltd. Following the disposal, the Group still controls XYZ China Co. Ltd., retaining 70% of the ownership interests. The transaction has been accounted for as an equity transaction with non-controlling interests, resulting in: 2015 Proceeds from sale of 5% ownership interest $’000 XXX Net assets attributable to NCI (XXX) Increase in equity attributable to parent XXX Represented by: Decrease in foreign currency translation reserve (XXX) Decrease in asset revaluation reserve (XXX) Other reserves Increase in equity attributable to parent entity XXX XXX XYZ Holdings (Singapore) Limited | 107 FRS 112.10.b.iii FRS 112.18 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 17. Investment in subsidiaries (continued) Additional illustrative disclosures (continued): Loss of control in subsidiary In this illustration, there is no loss of control in subsidiary. Illustrative disclosures when the Group losses control in its subsidiary On 27 February 2015, the Group entered into a sale agreement to dispose of 85% of its interest in its wholly-owned subsidiary, Sun Pte Ltd., at its carrying value. The disposal consideration was fully settled in cash. The disposal was completed on 30 April 2014, on which date control of Sun Pte Ltd. passed to the acquirer. FRS 112.10.b.iv FRS 7.40.d The value of assets and liabilities of Sun Pte Ltd. recorded in the consolidated financial statements as at 27 February 2015, and the effects of the disposal were: 2015 Property, plant and equipment Trade and other receivables Inventories Cash and short-term deposits $’000 XXX XXX XXX XXX Trade and other payables Income tax payable XXX (XXX) (XXX) Carrying value of net assets (XXX) Cash consideration Cash and cash equivalents of the subsidiary XXX (XXX) Net cash inflow on disposal of a subsidiary XXX Gain on disposal: 2015 $’000 Cash received Net assets derecognised Fair value of retained interest Cumulative exchange differences in respect of the net assets of the subsidiary reclassified from equity on loss of control of subsidiary Gain on disposal XXX (XXX) XXX XXX XXX The gain or loss on disposal attributable to measuring the retained interest amounted to $XXX was included in other income in profit or loss. XYZ Holdings (Singapore) Limited | 108 FRS 112.19 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 18. Investment in joint venture ÊËÌÍÎ The Group has 50% (2014: 50%) interest in the ownership and voting rights Ï in a joint venture, XYZ-ABC JV Co. Ltd that is held through a subsidiary. This joint venture is incorporated in People’s Republic of China Ð and is a strategic venture in the business or property investment. The Group jointly controls the venture with other partner under the contractual agreement and requires unanimous consent for all major decisions over the relevant activities. Summarised financial information in respect of XYZ-ABC JV Co. Ltd. based on its FRS financial statements, and reconciliation with the carrying amount of the investment in the consolidated financial statements are as follows: Ñ Summarised balance sheet Group 2015 2014 $’000 $’000 Cash and cash equivalents 176 132 Trade receivables 542 808 Current assets 718 940 3,220 2,898 100 100 Non-current assets 3,320 2,998 Total assets 4,038 3,938 Non-current assets excluding goodwill Goodwill Current liabilities (200) (412) Non-current liabilities (excluding trade, other payables and provisions) (490) (480) Other non-current liabilities (100) (100) Total non-current liabilities (590) (580) Total liabilities (790) (992) Net assets 3,248 2,946 Net assets excluding goodwill 3,148 2,846 Proportion of the Group’s ownership Group’s share of net assets Goodwill on acquisition Carrying amount of the investment 50% 1,574 50% 1,423 100 100 1,674 1,523 XYZ Holdings (Singapore) Limited | 109 FRS 112.21 FRS 27.17.b FRS 112.21.b.ii FRS 112.B12 FRS 112.B13 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 18. Investment in joint venture (continued) ÊËÌÍÎ Summarised statement of comprehensive income Group Revenue Operating expenses Interest expense 2015 $’000 428 (106) (10) 2014 $’000 398 (130) (12) Profit before tax Income tax expense 302 - 256 - Profit after tax Other comprehensive income Total comprehensive income 302 302 256 256 Dividneds of $60,000 (2014: $50,000) were received from XYZ-ABC JV Co.Ltd. XYZABC JV Co. Ltd is restricted by regulatory requirements by paying dividends greater than 50% of the annual profit. Ò FRS 112.B12.a FRS 112.22.a Commentary: Ê In this illustration, the Group does not have investment in joint operation. The following disclosures are required for investments in joint operations: FRS 112.21.a (a) the name of the joint operation (b) the nature of the entity’s relationship with the joint operations, (by, for example, describing the nature of the activities of the joint operation and whether it is strategic to the entity’s activities) Other disclosures required for joint ventures are not applicable for joint operations. Ë For interests in joint arrangements, an entity shall disclose information that enables users of its financial statements to evaluate: FRS 112.20 (a) the nature, extent and financial effects of its interests in joint arrangements, including the nature and effects of its contractual relationship with the other investors with joint control of joint arrangements; and (b) the nature of, and changes in, the risks associated with its interests in joint ventures. Ì If the joint venture is accounted for using the equity method, the entity shall disclose the fair value of its investment in the joint venture or associate, if there is a quoted market price for the investment. Í In this illustration, the Group have only one investment in joint venture which is material. The following disclosures are required, in aggregate for all individually immaterial joint ventures: (a) the carrying amount of its interests (b) its share of the joint ventures’ i. profit or loss from continuing operations ii. post-tax profit or loss from discontinued operations iii. other comprehensive income XYZ Holdings (Singapore) Limited | 110 FRS 112.21.b.iii FRS 112.B16 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 18. Investment in joint venture (continued) ÊËÌÏÐ Commentary (continued): Î In this illustration, the Group does not have any unrecognised share of losses of its investment in joint venture. FRS 112.22.c If the Group have stopped recognising its share of losses of its joint venture when applying the equity method, it shall disclose the unrecognised share of losses of the joint venture, both for the reporting period and cumulatively. Ï An entity shall disclose the proportion of voting rights held for each joint arrangement if different from the proportion of ownership interests held. FRS 112.21.a.iv Ð An entity shall disclose the principal place of business for each joint arrangement if different from the country of incorporation of the joint arrangement. FRS 112.21.a.iii Ñ An entity may present the summarised financial information on the basis of the joint venture’s financial statements if: FRS 112.B15 (a) the entity measures its interest in the joint venture at fair value; and (b) the joint venture does not prepare FRS financial statements and preparation on that basis would be impracticable or cause undue cost. In that case, the entity shall disclose the basis on which the summarised financial information has been prepared. In this illustration, the joint venture does not have depreciation and amortisation and interest income. For each material joint venture, an entity shall disclose the following information: FRS 112.B13 (a) cash and cash equivalents (b) current financial liabilities (excluding trade and other payables and provisions) (c) non-financial liabilities (excluding trade and other payables and provisions) (d) depreciation and amortisation (e) interest income (f) interest expense (g) income tax expense or income Ò An entity shall also disclose the nature and extent of any significant restrictions (e.g. resulting from borrowing arrangements, regulatory requirements or contractual arrangements between investors with joint control of a joint venture) on the ability of joint ventures to transfer funds to the entity in the form of cash dividends, or to repay loans and advances. XYZ Holdings (Singapore) Limited | 111 FRS 112.22.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 19. Investment in associates Ê The Group’s material investments in associates are summarised below: FRS 112.21.a.i 2015 2014 $’000 $’000 QSpeed Pte Ltd 4,560 4,465 HKI Pte Ltd 5,576 5,420 459 436 10,595 10,321 FRS 112.B16 10,600 10,400 FRS 112.21.b.iii Other associates Fair value of investment in an associate for which there is a published price quotation Name Country of incorporation Principal activities Proportion (%) of ownership interest 2015 2014 35 35 –* 25 FRS 112.21 FRS 27.17.b Held through subsidiaries: i ii QSpeed Pte Ltd i Singapore MSAX Sdn Bhd ii Malaysia Heart Land Ltd i Singapore Manufacture of electronic components Manufacture of electronic components Investment properties 45 45 HKI Pte Ltd i Singapore Investment properties 47 47 Drill Pte Ltd Singapore Investment properties 22 22 SGX 717 Audited by Ernst & Young LLP, Singapore Audited by member firm of EY Global in Malaysia *The Group holds 80% of ownership interest in MSAX Sdn Bhd in 2014 and accounts for it as a subsidiary (Note X). The activities of the associates are strategic to the Group activities. The Group has not recognised losses relating to Heart Land Ltd where its share of losses exceeds the Group’s interest in this associate. The Group’s cumulative share of unrecognised losses at the end of the reporting period was $50,000 (2014: $35,000), of which $15,000 (2014: $5,000) was the share of the current year’s losses. The Group has no obligation in respect of these losses. FRS 112.21.a.ii FRS 112.22.c The Group has not recognised its share of the current year profit of $8,000 (2014: nil) relating to Drill Pte Ltd as the Group’s cumulative share of unrecognised losses with respect to that associate was $17,000 (2014: $25,000) at the end of the reporting period. Dividends of $40,000 (2014: $30,000) and $60,000 (2014: $50,000) were received from QSpeed Pte Ltd and HKI Pte Ltd respectively. QSpeed Pte Ltd. is restricted by regulatory requirements by paying dividends greater than 60% of the annual profit. XYZ Holdings (Singapore) Limited | 112 FRS 112.B12.a FRS 112.22.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 19. Investment in associates (continued) Ê Aggregate information about the Group’s investments in associates that are not individually material are as follows: 2015 $’000 Profit or loss after tax from continuing operations FRS 112.21.c.ii FRS 112.B16 2014 $’000 1,237 555 Other comprehensive income 223 174 Total comprehensive income 1,460 729 The summarised financial information in respect of QSpeed Pte Ltd and HKI Pte Ltd, based on its FRS financial statements and a reconciliation with the carrying amount of the investment in the consolidated financial statements are as follows: FRS 112.21.b.i FRS 112.B12 FRS 112.B14 Summarised balance sheet QSpeed Pte Ltd As at As at December December 2015 2014 $’000 $’000 HKI Pte Ltd As at As at December December 2015 2014 $’000 $’000 Current assets 8,040 8,318 6,987 6,510 Non-current assets excluding goodwill 8,728 8,510 12,390 10,870 550 550 315 315 Total assets Goodwill 17,318 17,378 19,692 17,695 Current liabilities (1,388) (1,211) (2,433) (1,788) Non- current liabilities (4,494) (5,146) (6,229) (5,188) Total liabilities (5,882) (6,357) (8,662) (6,976) Net assets 11,436 11,021 11,030 10,719 Net assets excluding goodwill 10,886 10,471 10,715 10,404 Proportion of the Group’s ownership 35% 35% 47% 47% 3,810 3,665 5,036 4,890 Goodwill on acquisition 550 550 315 315 Other adjustments 200 250 225 215 4,560 4,465 5,576 5,420 Group’s share of net assets Carrying amount of the investment Summarised statement of comprehensive income QSpeed Pte Ltd Revenue Profit after tax from continuing operations HKI Pte Ltd 2015 2014 2015 2014 $’000 $’000 $’000 $’000 20,269 18,467 25,202 23,850 (47) (22) 6 (22) Other comprehensive income 5 8 2 (3) Total comprehensive income (42) (14) 8 (25) XYZ Holdings (Singapore) Limited | 113 FRS 112.B14.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 19. Investment in associates (continued) Ê Commentary: Investment in associates Ê For interests in associates, an entity shall disclose information that enables users of its financial statements to evaluate: FRS 112.20 (a) the nature, extent and financial effects of its interests in associates, including the nature and effects of its contractual relationship with the other investors with significant influence over associates; and (b) the nature of, and changes in, the risks associated with its interests in associates. Ë If the associate is accounted for using the equity method, the entity shall disclose the fair value of its investment in the associate, if there is a quoted market price for the investment. FRS 112.21.b.iii Ì An entity shall disclose the principal place of business for each associate if different from the country of incorporation of the associate. FRS 112.21.a.iii Í An entity shall disclose the proportion of voting rights held for each associate if different from the proportion of ownership interests held. FRS 112.21.a.iv Î If the Group have stopped recognising its share of losses of its associate when applying the equity method, it shall disclose the unrecognised share of losses of the associate, both for the reporting period and cumulatively. Ï An entity shall also disclose the nature and extent of any significant restrictions (e.g. resulting from borrowing arrangements, regulatory requirements or contractual arrangements between investors with significant influence over an associate) on the ability of associates to transfer funds to the entity in the form of cash dividends, or to repay loans and advances. Ð In this illustration, the Group does not have any immaterial associate that is classified as discontinued operation. The following disclosures are required, in aggregate for all individually immaterial associates: FRS 112.22.c FRS 112.22.a FRS 112.B16 (a) the carrying amount of its interests (b) its share of the associates’ i. profit or loss from continuing operations ii. post-tax profit or loss from discontinued operations iii. other comprehensive income iv. total comprehensive income These disclosures above shall be disclosed separately for associates. Ñ An entity may present the summarised financial information on the basis of the associate’s financial statements if: (a) the entity measures its interest in the associate at fair value (b) the associate does not prepare FRS financial statements and preparation on that basis would be impracticable or cause undue cost. In that case, the entity shall disclose the basis on which the summarised financial information has been prepared. XYZ Holdings (Singapore) Limited | 114 FRS 112.B15 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 20. Deferred tax Deferred tax as at 31 December relates to the following: Group Consolidated balance sheet Deferred tax liabilities: Differences in depreciation for tax purposes Differences in amortisation of intangible assets Impairment of intangible assets Company Consolidated income statement Ê FRS 12.81.g.i and ii Balance sheet 2015 2014 2015 2014 2015 2014 $’000 $’000 $’000 $’000 $’000 $’000 (601) (633) 146 251 (217) (218) (62) (111) (47) (20) (60) – – – 60 – – – Revaluations to fair value: - Freehold land and buildings - Available-for-sale financial assets Fair value adjustments on acquisition of subsidiary Convertible redeemable preference shares Undistributed earnings of associates Other items (1,159) (903) – – – – (150) (94) – – – – – – – – (4) (3) (9) (48) – (9) (13) (176) (145) 31 20 (8) (5) 3 3 (2,273) (1,904) (13) – – – (226) – (231) Deferred tax assets: Provisions Unutilised tax losses Other items Deferred tax expense 419 427 8 (5) – – 23 19 (4) (1) 9 8 28 17 (8) 7 12 18 470 463 21 26 185 252 XYZ Holdings (Singapore) Limited | 115 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 20. Deferred tax (continued) Unrecognised tax losses FRS 12.81.e At the end of the reporting period, the Group has tax losses of approximately $867,000 (2014: $682,000) that are available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its recoverability. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the companies operate. The tax losses have no expiry date except for an amount of $101,000 (2014:$101,000) which will expire in 2015. Unrecognised temporary differences relating to investments in subsidiaries and joint venture FRS 12.81.f At the end of the reporting period, no deferred tax liability (2014: nil) has been recognised for taxes that would be payable on the undistributed earnings of certain of the Group’s subsidiaries and joint venture as: - The Group has determined that undistributed earnings of its subsidiaries will not be distributed in the foreseeable future; and - The joint venture of the Group cannot distribute its earnings until it obtains the consent of both the venturers. At the end of the reporting period, the Group does not foresee giving such consent. Such temporary differences for which no deferred tax liability has been recognised aggregate to $450,000 (2014: $340,000). The deferred tax liability is estimated to be $81,000 (2014: $68,000). FRS 12.87 Tax consequences of proposed dividends There are no income tax consequences (2014: nil) attached to the dividends to the shareholders proposed by the Company but not recognised as a liability in the financial statements (Note 43). FRS 12.81.i Commentary: Deferred tax income or expense recognised in profit or loss Ê This disclosure is required in situations where the amount of the deferred tax income or expense recognised in profit or loss relating to each type of deferred tax assets/liabilities is not apparent from the changes in the amounts recognised in the balance sheet. XYZ Holdings (Singapore) Limited | 116 FRS 12.81.g.ii XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 21. Trade and other receivables ÊËÌ Group FRS 1.77-78.b FRS 107.7 and 31 Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 Trade and other receivables (current): Trade receivables 21,694 24,191 – – Bills of exchange and promissory notes 540 507 – – Amounts due from related companies 361 – 288 300 Staff loans 155 150 50 50 Refundable deposits 102 119 – – 22,852 24,967 338 350 Amounts due from subsidiaries – – 3,409 2,061 FRS 24.18.b SGD loans to subsidiaries – – 10,563 12,574 FRS 24.18.b SGD loans to associates 1,230 1,230 1,230 1,230 FRS 24.18.b SGD loan to a fellow subsidiary 1,500 1,500 1,500 1,500 FRS 24.18.b FRS 24.18.b Other receivables (non-current): Staff loans Total trade and other receivables (current and non-current) Add: Cash and short-term deposits (Note 27) Less: Sales tax receivables Total loans and receivables Í 63 48 51 36 2,793 2,778 16,753 17,401 25,645 27,745 17,091 17,751 6,117 4,858 4,621 4,145 (15) 31,747 (13) 32,590 (3) 21,709 (2) FRS 107.8.c 21,894 Trade receivables Trade receivables are non-interest bearing and are generally on 30 to 90 days’ terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition. FRS 107.7 and 31 At the end of the reporting period, trade receivables arising from export sales amounting to $1,560,000 (2014: $1,750,000) are arranged to be settled via letters of credit issued by reputable banks in countries where the customers are based. Trade receivables from first-time customers that are insured by trade credit insurance underwritten by a reputable insurer in Singapore amount to $520,000 (2014: nil) at the end of the reporting period. FRS 107.36.b Trade receivables denominated in foreign currencies at 31 December are as follows: Group FRS 107.34.a Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 United States Dollar 4,128 4,525 – – Renminbi 1,567 2,015 – – Bills of exchange and promissory notes These receivables bear interest at market rates and have an average maturity of 30 days (2014: 20 days) from the end of the reporting period. XYZ Holdings (Singapore) Limited | 117 FRS 107.7 and 31 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 21. Trade and other receivables ÊËÌ (continued) Related party balances and staff loans - Amounts due from related companies are non-trade related, unsecured, non-interest bearing, repayable upon demand and are to be settled in cash. - Amounts due from subsidiaries and loans to subsidiaries are unsecured, non-interest bearing and are to be settled in cash. The former are not expected to be repaid within the next 12 months while the latter are due on 30 June 2018. - Loans to associates bear interest at SIBOR + 2% p.a. (2014: SIBOR + 2% p.a.), have an average maturity of 1.5 years (2014: 2.5 years), secured by corporate guarantees issued by their respective holding companies and are to be settled in cash. - Loan to a fellow subsidiary is unsecured, bears interest at SIBOR + 2% p.a. (2014: SIBOR + 2% p.a.), repayable on 30 September 2017 and is to be settled in cash. - Staff loans are unsecured and non-interest bearing. Non-current amounts have an average maturity of 1.5 years (2014: 1.5 years). The loans are recognised initially at fair value. The difference between the fair value and the absolute loan amount represents payment for services to be rendered during the period of the loan and is recorded as part of prepaid operating expenses. FRS 107.7,31 and 36.b FRS 24.18.b Receivables that are past due but not impaired The Group has trade receivables amounting to $5,760,000 (2014: $6,852,000) that are past due at the end of the reporting period but not impaired. These receivables are unsecured and the analysis of their aging at the end of the reporting period is as follows: Group 2015 2014 $’000 $’000 Trade receivables past due but not impaired: Î Lesser than 30 days 4,105 5,234 30 - 60 days 568 832 61- 90 days 822 524 91-120 days 245 262 20 – 5,760 6,852 More than 120 days XYZ Holdings (Singapore) Limited | 118 FRS 107.37.a FRS 107.36.b FRS 107.IG28 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 21. Trade and other receivables ÊËÌ (continued) Receivables that are impaired The Group’s trade receivables that are impaired at the end of the reporting period and the movement of the allowance accounts Ï used to record the impairment are as follows: Group Collectively impaired Trade receivables – nominal amounts Less: Allowance for impairment Individually impaired 2015 2014 2015 2014 $’000 $’000 $’000 $’000 1,220 1,350 150 80 (100) (50) (350) (410) 870 940 50 30 410 510 50 60 85 95 50 20 Movement in allowance accounts: At 1 January Charge for the year Written off Exchange differences At 31 December FRS 107 IG29.a FRS 107.37.b FRS 107.IG29.b FRS 107.16 (130) (15) 350 (205) – (30) 10 – – 410 100 50 Trade receivables that are individually determined to be impaired at the end of the reporting period relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements. FRS 107.37.b FRS 107.36.b Receivables that are impaired At the end of the reporting period, the Group and the Company have provided an allowance of $100,000 (2014: $100,000) for impairment of the unsecured loan to a fellow subsidiary company with a nominal amount of $1,600,000 (2014: $1,600,000). This related party has been suffering significant financial losses for the current and past two financial years. FRS 107.37.b FRS 107.36.b FRS 24.18.c There has been no movement in this allowance account for the financial year ended 31 December 2015 (2014: charge of $100,000 for impairment loss). FRS 107.16 and 6 FRS 24.18.d XYZ Holdings (Singapore) Limited | 119 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 21. Trade and other receivables ÊËÌ (continued) Receivables subject to offsetting arrangements Ð The Group regularly purchases electronic raw materials from and sell electronic products to MNO Pte Ltd. Both parties have an arrangement to settle the net amount due to or from each other on a 30-days term basis. The Group’s trade receivables and trade payables that are off-set are as follows: 31 December 2015 $‘000 Gross carrying amounts Description Trade receivables Trade payables Gross amounts offset in the balance sheet Net amounts in the balance sheet 6,100 (2,540) 3,560 - (2,540) - FRS 107.13C.a FRS 107.13C.b FRS 107.13C.c 31 December 2014 $‘000 Description Trade receivables Trade payables 5,450 - (1,730) (1,730) 3,720 - Receivables subject to an enforceable master netting arrangement that are not otherwise set-off Ð The Group regularly purchases electronic raw materials from and sell electronic products to PQR Pte Ltd. Both parties do not have an arrangement to settle the amount due to or from each other on a net basis but have the right to set off in the case of default and insolvency or bankruptcy. FRS 107.13E The Group’s trade receivables and trade payables subject to an enforceable master netting arrangement that are not otherwise set-off are as follows: FRS 107.13C.d.i FRS 107.13C.e 31 December 2015 $‘000 Gross carrying amounts Related amounts not set off in the balance sheet Net amount Description Trade receivables Trade payables 3,560 1,493 (1,493) (1,493) 2,067 - 31 December 2014 $‘000 Description Trade receivables Trade payables 4,230 1,699 (1,699) (1,699) 2,531 - XYZ Holdings (Singapore) Limited | 120 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 21. Trade and other receivables ÊËÌ (continued) Commentary: Collateral and other credit enhancements Ê When an entity holds collateral (of financial or non-financial assets) and is permitted to sell or repledge the collateral in the absence of default by the owner of the collateral, it shall disclose: (a) the fair value of the collateral held; (b) the fair value of any such collateral sold or repledged, and whether the entity has an obligation to return it; and (c) the terms and conditions associated with its use of the collateral. When an entity obtains financial or non-financial assets during the period by taking possession of collateral it holds as security or calling on other credit enhancements (e.g., guarantees), and such assets meet the recognition criteria under FRS, an entity shall disclose for such assets held at the reporting date: FRS 107.15 FRS 107.38 (a) the nature and carrying amount of the assets; and (b) when the assets are not readily convertible into cash, its policies for disposing of such assets or for using them in its operations. The above disclosure required for financial assets obtained by taking possession of collateral or other credit enhancements are only applicable to assets still held at the reporting date. Ì An entity shall disclose a description of collateral held as security and of other credit enhancements, and their financial effect (e.g. a quantification of the extent to which collateral or other credit enhancements mitigate credit risk) in respect of the amount that best represents the maximum exposure to credit risk. FRS 107.36.b Categories of financial assets and financial liabilities Í Please refer to commentary no. 1 of Note 22 Investment securities. Ageing analysis of financial assets that are past due but not impaired Î FRS 107 requires the disclosure of an analysis by class of the age of financial assets that are past due but not impaired. Any entity uses its judgement to determine the appropriate time bands to be disclosed. FRS 107.37.a and IG 28 Allowance account for credit losses Ï FRS 107 requires disclosure requirements where financial assets are impaired by credit losses and the entity records the impairment in a separate account (e.g., an allowance account used to record individual impairments or a similar account used to record a collective impairment of assets) rather than directly reducing the carrying amount of the asset. In such circumstances, the entity shall disclose a reconciliation of changes in that account (the “reconciliation”) during the period for each class of financial assets. In this illustration, the entity has presented the reconciliation of changes in the two allowance accounts that it has used to record impairment of trade receivables, i.e., trade receivables that are collectively impaired and those that are individually impaired. XYZ Holdings (Singapore) Limited | 121 FRS 107.16 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 21. Trade and other receivables ÊËÌ (continued) Commentary (continued): FRS 107 Disclosures - Offsetting financial assets and financial liabilities Ð FRS 107 requires an entity to disclose information to enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on the entity’s financial position which includes the effect or potential effect of rights of set-off associated with the entity’s recognised financial assets and recognised financial liabilities that are within the scope of paragraph 13A of FRS 107. FRS 107.13B These disclosures are required for all recognised financial instruments that are set off in accordance with paragraph 42 of FRS 32 and also apply to recognised financial instruments that are subject to an enforceable master netting arrangement or similar agreement irrespective of whether they are set off in accordance with paragraph 42 of FRS 32. FRS 107.13A To meet the objective above, an entity shall disclose, at the end of the reporting period, the following quantitative information separately for recognised financial assets and recognised financial liabilities that are within the scope of paragraph 13A of FRS 107: FRS 107.13C (a) the gross amounts of those recognised financial assets and recognised financial liabilities; (b) the amounts that are set off in accordance with the criteria in FRS 32.42 when determining the net amounts presented in the balance sheet; (c) the net amounts presented in the balance sheet; (d) the amounts subject to an enforceable master netting arrangement or similar arrangement that are not otherwise include in (b), including Ñ i. amounts related to recognised financial instruments that do not meet some or all of the offsetting criteria of FRS 32.42; and ii. amounts related to financial collateral (including cash collateral); and (e) the net amounts after deducting the amounts in (d) from the amounts in (c) above. The information above shall be presented in a tabular format, separately for financial assets and financial liabilities, unless another format is more appropriate. Ñ The total amount disclosed for an instrument in accordance with (d) above shall be limited to the net amounts presented in the balance sheet for that instrument. XYZ Holdings (Singapore) Limited | 122 FRS 107.13D XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 22. Investment securities FRS 107.7 and 31 Group 2015 2014 $’000 $’000 Current: FRS 107.8.a.ii Held for trading investments Ê - Equity securities (quoted) 1,512 1,260 Non-current: Available-for-sale financial assets Ê FRS 107.8.d - Other debt securities (unquoted) 1,563 980 - Equity securities (quoted) 1,746 848 - Equity securities (unquoted) 139 28 - Equity securities (unquoted), at cost 500 600 3,948 2,456 FRS 107.31 Held-to-maturity investment Ê - 3% p.a. SGD government bonds due 31 March 2017 (quoted) Ë 660 650 4,608 3,106 FRS 107.8.b Investments pledged as security The Group’s investment in government bonds amounting to $660,000 (2014:$650,000) has been pledged as security for a bank loan (Note 30). Under the terms and conditions of the loan, the Group is prohibited from disposing of this investment or subjecting it to further charges without furnishing a replacement security of similar value. FRS 107.14 Impairment losses During the financial year, the Group recognised the following impairment losses: FRS 107.20.e and 37.b · Impairment loss of $70,000 (2014: $150,000) and $11,000 (2014: $35,000) for quoted and unquoted equity securities respectively as there were “significant” or “prolonged” decline in the fair value of these investments below their costs. The Group treats “significant” generally as X% and “prolonged” as greater than X months. · Impairment loss of $100,000 (2014: nil) pertaining to unquoted equity securities carried at cost, reflecting the write-down in the carrying value of this private equity investment in a Singapore company that was placed under receivership. · Impairment loss of $17,000 (2014: $25,000) for unquoted other debt securities after taking into considerations the probability of default or significant delay in repayments by the debtors. Commentary: Categories of financial assets and financial liabilities Ê FRS 107 required disclosure of the carrying amounts of financial instruments under each of the classification in FRS 39, either on the face of the balance sheet or in the notes. The categories of financial instruments include financial assets and financial liabilities that are classified as held for trading, those that are designated upon initial recognition as financial assets or financial liabilities at fair value through profit or loss, held-to-maturity investments, loans and receivables, available-for-sale financial assets, and financial liabilities measured at amortised cost. In this illustration, the disclosure requirement is met in the respective notes to the financial statements (refer to this note, Note 21, 26 and 31). Alternatively, the disclosure of the carrying amounts of financial instruments under each of the classifications in FRS 39 may be presented in a separate centralised note. XYZ Holdings (Singapore) Limited | 123 FRS 107.8 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 22. Investment securities (continued) Commentary (continued): Nature and extent of risks arising from financial instruments Information such as the interest rates and maturity dates of the debt securities, and countries where the equity securities are listed should be disclosed if material and enables the users of the financial statements to evaluate the nature and extent of the risks arising from financial instruments to which the entity is exposed to at the reporting date. In this illustration, the countries where the equity securities are listed are disclosed in Note 40 (e) Market price risk. FRS 107.31 Determination of “significant” or “prolonged” decline in fair value of financial instruments Please refer to commentary no. 3 of Note 2.16 (c) Impairment of available-for-sale financial assets. Additional illustrative disclosures: Reclassification of financial assets at cost or amortised cost to fair value If an entity has reclassified any financial asset measured at cost or amortised cost to fair value or reclassified any financial asset at fair value, rather than at cost or amortised cost, FRS 107 requires disclosure of the amount and reason for the reclassification. FRS 107.12 Illustrative disclosure for reclassification of financial assets at cost to fair value: On 30 November 2015, the Group reclassified its investment in equity instruments of a private Singapore company (XXX Pte Ltd) that was previously measured at cost of $XXX to available-for-sale investments measured at fair value of $XXX, when a reliable measure of fair value became available upon its listing on the SGX-ST. 23. Gross amount due from/(to) customers for contract work-in-progress Ê Group Aggregate amount of costs incurred and recognised profits (less recognised losses) to date Less: Progress billings and advances 2015 2014 $’000 $’000 34,089 24,552 (33,796) (24,740) FRS 11.40.a 293 (188) 651 398 FRS 11.42.a (358) (586) FRS 11.42.b 293 (188) Presented as: Gross amount due from customers for contract work-in-progress Gross amount due to customers for contract work-in-progress Advances received included in gross amount due to customers for contract work 45 60 Retention sums on construction contract included in trade receivables 65 80 Commentary: Advances received before the related work is performed Ê Where applicable, an entity is required to disclose the amount of advances received from customer before the related construction work is performed. XYZ Holdings (Singapore) Limited | 124 FRS 11.40.b FRS 11.40.c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 24. Development properties ÊÊ Group 2015 2014 $’000 $’000 Freehold land 1,800 1,800 Development costs 1,100 850 2,900 2,650 During the financial year, borrowing costs of $35,000 (2014: $33,000), arising from borrowings obtained specifically for the development property were capitalised under “Development costs”. The rate used to determine the amount of borrowing costs eligible for capitalisation was 7.5% (2014: 7.2%), which is the effective interest rate of the specific borrowing. Ë FRS 23.26.a and b The freehold land under development has been pledged as security for a bank loan (Note 30). FRS 2.36.h Commentary: Ê In this illustration, the entire amount included in development property is expected to be recovered or settled no more than twelve months after the reporting period. FRS 1.61 If the amount includes amounts expected to be recovered more than twelve months after the reporting period, an entity shall disclose the amount expected to be recovered more than twelve months after the reporting period. Borrowing costs capitalised Ë Please refer to commentary no. 2 of Note 13 Property plant and equipment. Additional illustrative disclosures: List of development properties Ê Where the aggregate value for all properties for development, sale or for investment purposes held by the entity represent more than 15% of the value of the consolidated net tangible assets, or contribute more than 15% of the consolidated pre-tax operating profit, entities listed on the SGX-ST are required to disclose further information regarding development properties. Illustrative disclosure pursuant to requirements of SGX 1207.11: Description and location % Site area Gross owned (square floor area metre) (square metre) Stage of completion as at date of annual report (expected year of completion) An 8-storey luxurious condominium (Snow Queen Palace) development along Paterson Road, Singapore 100% 20,500 220,000 60% (2014) A 35-storey integrated development with residential apartments, offices and retail components along Tian Shan Road, Changning District, Shanghai, People’s Republic of China 100% 98,000 450,000 70% (2014) A 20-storey luxurious condominium (Link Spring Tower) along HuBei Road, Hanggu District, Tianjin, People’s Republic of China 100% 88,000 300,000 30% (2015) XYZ Holdings (Singapore) Limited | 125 SGX 1207.11 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 25. Inventories FRS 1.77 and 78.c Group 2015 2014 $’000 $’000 FRS 2.36.b Balance sheet: Raw materials (at cost) 4,994 5,552 Work-in-progress (at cost) 3,823 3,491 15,203 15,357 24,020 24,400 Finished goods (at cost or net realisable value) FRS 2.36.d Income statement: Inventories recognised as an expense in cost of sales 80,567 82,122 352 257 Inclusive of the following charge/(credit): - Inventories written-down - Reversal of write-down of inventories (190) – FRS 2.36.e FRS 2.36.f The reversal of write-down of inventories was made when the related inventories were sold above their carrying amounts in 2014. FRS 2.36.g The Group has subjected finished goods amounting to $1,500,000 (2014: $1,500,000), to a floating charge as security for bank overdraft facilities (Note 30). FRS 2.36.h XYZ Holdings (Singapore) Limited | 126 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 26. Derivatives FRS 107.7 and 31 Group Contract/ Notional Amount 2015 2014 $’000 $’000 Assets Forward currency contracts 9,850 150 Interest rate swap 2,500 20 Total derivatives Add: Held for trading investments (Note 22) Add: Contingent consideration for business combination (Note 32) Total financial assets/(liabilities) at fair value through profit or loss Liabilities (22) – Contract/ Notional Amount Assets Liabilities 8,560 60 – 2,500 45 – 170 (22) 105 – 170 (22) 105 – 1,260 – 1,512 – – (685) – – 1,682 (707) 1,365 – At the Company level, the carrying amount of financial liability at fair value through profit or loss is the contingent consideration for business combination amounting to $685,000 as at 31 December 2015 (2014: Nil). Forward currency contracts are used to hedge foreign currency risk arising from the Group’s sales and purchases denominated in USD for which firm commitments existed at the end of the reporting period, extending to March 2015 (2014: March 2014) (Note 40(d)). The interest rate swap receives floating interest equal to SIBOR + 3% p.a. (2014: SIBOR + 3% p.a.), pays a fixed rate of interest of 7.5% p.a. (2014: 7.5% p.a.) and matures on 30 November 2015 (2014: 30 November 2014). Commentary: Categories of financial assets and financial liabilities Please refer to commentary no. 1 of Note 22 Investment securities. XYZ Holdings (Singapore) Limited | 127 FRS 107.8.a and e FRS 107.8.e XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 27. Cash and short-term deposits FRS 107.7 and 31 Group Cash at banks and on hand Short-term deposits Cash and short-term deposits Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 5,697 4,598 4,256 3,985 420 260 365 160 6,117 4,858 4,621 4,145 Cash at banks earns interest at floating rates based on daily bank deposit rates. Shortterm deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group and the Company, and earn interests at the respective short-term deposit rates. The weighted average effective interest rates as at 31 December 2015 for the Group and the Company were 2.60% (2014: 2.80%) and 0.15% (2014: 0.20%) respectively. Cash and short-term deposits denominated in foreign currencies at 31 December are as follows: Group United States Dollar Renminbi FRS 107.7,31 and 34 FRS 107.34.a Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 442 325 108 120 20 15 8 5 For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following at the end of the reporting period: FRS 7.45 Group Cash and short-term deposits: - Continuing operations - Discontinued operation (Note 11) Bank overdrafts (Note 30) Cash and cash equivalents Ê 2015 2014 $’000 $’000 6,117 4,858 250 – 6,367 4,858 (498) 5,869 (1,444) 3,414 Commentary: Ê In this illustration, it is assumed that the Group does not have any cash and cash equivalents that are not available for use by the Group. Where applicable, disclosure is required, together with a commentary by management, for the amount of significant cash and cash equivalent balances held by the enterprise that are not available for use by the group. There are various circumstances in which cash and cash equivalent balances held by an enterprise are not available for use by the group. Examples include cash and cash equivalent balances held by a subsidiary that operates in a country where exchange controls or other legal restrictions apply when the balances are not available for general use by the parent or other subsidiaries. Cash and cash equivalents which are restricted in its use for more than twelve months shall be classified as non-current assets. XYZ Holdings (Singapore) Limited | 128 FRS 7.48 FRS 7.49 FRS 1.66.d XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 28. Provisions Ê FRS 1.77 and 78.d Group At 1 January 2015 Acquisition of a subsidiary (Note 17) Maintenance warranties Legal claim Total $’000 $’000 $’000 2,136 – 2,136 50 – 50 116 420 FRS 37.84.a 536 FRS 37.84.b (415) – (415) FRS 37.84.c Unused amounts reversed (60) – (60) FRS 37.84.d Discount rate adjustment 30 – 30 FRS 37.84.e Exchange differences 45 4 49 1,902 424 2,326 377 424 801 Arose during the financial year Utilised At 31 December 2015 Current 2015 Non-current 2015 Current 2014 Non-current 2014 1,525 – 1,525 1,902 424 2,326 295 – 295 1,841 – 1,841 2,136 – 2,136 FRS 37.84.a Maintenance warranties A provision is recognised for expected warranty claims on certain specialised electronic components sold during the last two years, based on past experience of the level of repairs and returns. It is expected that most of these costs will be incurred in the next two financial years and all will have been incurred within three years from the end of the reporting period. Assumptions used to calculate the provision for maintenance warranties were based on current sales levels and current information available about returns based on the three-year warranty period for the relevant specialised electronic components sold. During the financial year, based on the earlier mentioned statistics and warranty claims experience, management concluded that the provision for maintenance warranties exceeded the amount necessary to cover warranty claims on products sold during the last two years. Accordingly, $60,000 (2014: nil) of the warranty provision has been reversed. FRS 37.85 FRS 1.98.g Legal claim On 30 June 2015, a competitor of the Group made a claim against one of the Group’s subsidiaries for infringing its technology licence from 2014 to 2015. At the end of the reporting period, the management is in the process of negotiating a settlement agreement with the plaintiff. The provision made represents the management’s estimate of the settlement consideration, being the account of profit for the periods covered by the licence. The settlement and compensation is expected to be concluded in 2015. FRS 37.85 Commentary: Comparative of movements in provision Ê FRS 37 does not require comparatives of movements in provision to be presented. XYZ Holdings (Singapore) Limited | 129 FRS 37.84 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 28. Provisions Ê (continued) Commentary (continued): Contingent liability In this illustration, no contingent liabilities are recognised in the business combination. For contingent liabilities recognised in a business combination, the acquirer is required to disclose the information required by paragraphs 84 and 85 of FRS 37 Provisions, Contingent Liabilities and Contingent Assets for each class of provision. FRS 103.B67.c 29. Deferred capital grants Group 2015 2014 $’000 $’000 2,694 1,644 2,040 1,030 34 20 4,768 2,694 730 540 239 180 Cost: At 1 January Received during the financial year Exchange differences At 31 December Accumulated amortisation: At 1 January Amortisation Exchange differences At 31 December 11 10 980 730 Net carrying amount: Current Non-current 300 210 3,488 1,754 3,788 1,964 Deferred capital grants relate to government grants received for the acquisition of equipment for research activities undertaken by the Group’s subsidiary in People’s Republic of China to promote technology advancement and transfer. There are no unfulfilled conditions or contingencies attached to these grants. XYZ Holdings (Singapore) Limited | 130 FRS 20.39.b FRS 20.39.c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 30. Loans and borrowings Ê Group Maturity Maturity FRS 107.7 and 31 Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 Current: Obligations under finance leases (Note 37(d)) Bank overdrafts 6% p.a. fixed rate SGD bank loan 2015 216 16 – – On demand 498 1,444 – – 2015 475 830 – – 1,189 2,290 – – Non-current: Obligations under finance leases (Note 37(d)) 2017-2025 720 160 – – 7.5% p.a. fixed rate SGD bonds 2017-2021 3,100 3,000 3,100 3,000 Bank loans: 31 July 2021 1,545 – – – - SGD loan at LIBOR + 2.0% p.a. - 8% p.a. fixed rate USD loan 2017-2021 2,200 2,200 2,200 2,200 - SGD loan at SIBOR + 3.0% p.a. 30 November 2019 5,400 5,400 – – – 2,000 – – 450 428 450 428 13,415 13,188 5,750 5,628 14,604 15,478 5,750 5,628 - 8.5% p.a. fixed rate SGD loan Convertible redeemable preference shares Total loans and borrowings – 2018-2021 Obligations under finance leases These obligations are secured by a charge over the leased assets (Note 13). The average discount rate implicit in the leases is 8.5% p.a. (2014: 8.8% p.a.). These obligations are denominated in the respective functional currencies of the relevant entities in the Group. Bank overdrafts Bank overdrafts are denominated in SGD, bear interest at SIBOR + 3.0% p.a. (2014: SIBOR + 3.0% p.a.) and are secured by a floating charge over certain inventories (Note 25). 6% p.a. fixed rate SGD bank loan This loan is fully repayable on 30 June 2016 (2014: 30 June 2015) and is secured by a charge over freehold land under development (Note 24). 7.5% p.a. fixed rate SGD bonds These bonds with a face value of $3,200,000 are unsecured and are repayable in 5 equal annual instalments commencing on 1 January 2017. 8% p.a. fixed rate USD bank loan This loan has been drawn down under a six-year multi-option facility (MOF). The loan is repayable within 12 months after the reporting date, but has been classified as long-term because the Group expects and has the discretion to exercise its rights under the MOF to refinance this funding. Such immediate replacement funding is available until 31 January 2020. The total amount repayable on maturity is $1,600,000. The facility is secured by a first mortgage over certain freehold land and buildings of the Group (Note 13). XYZ Holdings (Singapore) Limited | 131 FRS 1.73 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 30. Loans and borrowings Ê (continued) SGD bank loan at LIBOR + 2.0% p.a. This loan is secured by a first mortgage over certain investment properties (Note 14) of the Group and is repayable in two equal instalments due on 31 December 2017 and 31 January 2021. The loan includes a financial covenant which requires the Group to maintain a gearing ratio not exceeding 50%. SGD bank loan at SIBOR + 3.0% p.a. This loan is secured by a first mortgage over certain of the Group’s freehold land and buildings (Note 13), a charge over certain investment securities (Note 22) of the Group and corporate guarantee provided by the Company (Note 38(a)). Repayment of this loan is due on 30 November 2019. The loan includes a financial covenant which requires the Group to maintain a net current asset and net asset positions throughout the tenure of the loan. 8.5% p.a. fixed rate SGD loan As at 31 December 2015, this loan has been presented as part of the liabilities of the disposal group classified as held for sale (Note 11). Convertible Redeemable Preference Shares Ë As at 31 December 2015 and 2014, there were 505,000 Convertible Redeemable Preference Shares (CRPS) issued and fully paid. The shares were issued at $1 each and are convertible at the option of the shareholders into ordinary shares of the Company on 1 January 2018 on the basis of one ordinary share for every preference share held. Any preference shares not converted will be redeemed on 31 December 2020 at a price of $1.20 per share. The preference shares carry a dividend of 8% p.a., payable half-yearly in arrears on 30 June and 31 December. The dividend rights are non-cumulative and the shareholders have no voting rights. FRS 107.7 FRS 32.28 and 31 The carrying amount of the liability component of CRPS at the end of the reporting period is arrived at as follows: Group and Company 2015 2014 $’000 $’000 Face value of CRPS Equity component 505 (96) 505 (96) Liability component of CRPS at initial recognition 409 409 FRS 32.28 Add: Accumulated amortisation of discount - Opening balance at 1 January 19 – - Amortisation of discount during the financial year 22 19 - Closing balance at 31 December Liability component of CRPS at the end of the reporting period 41 19 450 428 XYZ Holdings (Singapore) Limited | 132 FRS 32.28 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 30. Loans and borrowings Ê (continued) Commentary: Defaults or breaches If during the period, there were defaults or breaches of loan agreement terms, the entity should disclose: (a) Details of any defaults during the period of principal, interest, sinking fund, or redemption terms of those loans payable; (b) The carrying amount of the loans payable in default at the reporting date; and (c) Whether the default was remedied, or the terms of the loans payable were renegotiated, before the financial statements were authorised for issue. These disclosure requirements are also applicable to breaches of loan agreement terms other than those mentioned above whose breaches permitted the lender to demand accelerated repayment (unless the breaches were remedied, or the terms of the loan were renegotiated, on or before the reporting date). Ê FRS 107.18 FRS 107.19 Compound financial instruments with multiple embedded derivatives If an entity has issued an instrument that contains both a liability and an equity component and the instrument has multiple embedded derivatives whose values are interdependent (such as a callable convertible debt instrument), it shall disclose the existence of those features. Additional illustrative disclosures: Defaults or breaches Ê Illustrative note disclosure for default on interest payment: The Company has defaulted in interest payment of $XXX on bank borrowings carried at $XXX at the end of the reporting period. The Company experienced a temporary shortage of funds due to decrease in market demand in the Company’s products in the first two quarters. The interest payable of $XXX which was overdue since October 2015 remained unpaid as at the date when these financial statements were authorised for issue. Illustrative note disclosure for breach of loan covenant: During the current financial year, the Company breached a covenant of a bank loan. The Company did not fulfil the requirement to maintain gearing ratio at X.XX for a credit line of $XXX. The credit line was fully drawn down and presented as current liability at the end of the reporting period. The bank is contractually entitled to request for immediate repayment of the outstanding loan amount in the event of breach of covenant. The bank had not requested for immediate repayment of the outstanding loan amount as at the date when these financial statements were authorised for issue. Management commenced renegotiation of the loan agreement terms in December 2015. As of the date the financial statements were authorised for issue, the renegotiation was still in progress. XYZ Holdings (Singapore) Limited | 133 FRS 107.17 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 31. Trade and other payables FRS 1.77 FRS 107.7 and 31 Group Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 Trade payables 15,698 17,426 332 290 Other payables 1,381 1,129 138 124 288 379 – – 17,367 18,934 470 414 200 – – – 17,717 19,140 470 414 2,974 2,579 481 446 - Loans and borrowings (Note 30) 14,604 15,478 5,750 5,628 Total financial liabilities carried at amortised cost Ê 35,295 36,197 6,701 6,488 Trade and other payables (current): Amounts due to related companies FRS 24.18 Other payables (non-current): Deferred cash settlement (Note 17) Total trade and other payables Add: - Other liabilities (Note 32) FRS 107.8.f Trade payables/other payables These amounts are non-interest bearing. Trade payables are normally settled on 60-day terms while other payables have an average term of six months. FRS 107.7 and 31 Trade payables denominated in foreign currencies as at 31 December are as follows: FRS 107.34.a Group United States Dollar Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 3,140 2,962 66 49 Amounts due to related companies These amounts are trade related, unsecured, non-interest bearing, repayable on demand and are to be settled in cash. FRS 107.7 and 31 FRS 24.18 Purchases from related companies are made at terms equivalent to those prevailing in arm’s length transactions with third parties. Ë FRS 24.23 Commentary: Categories of financial assets and financial liabilities Ê Please refer to commentary no. 1 of Note 22 Investment securities. Ë Disclosures that related party transactions were made on terms equivalent to those that prevail in arm’s length transactions are made only if such terms can be substantiated. XYZ Holdings (Singapore) Limited | 134 FRS 24.23 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 32. Other liabilities FRS 1.77 FRS 107.7 and 31 Group Accrued operating expenses 2015 $’000 2014 $’000 2015 $’000 2014 $’000 2,948 2,571 401 346 26 8 80 100 2,974 2,579 481 446 Financial guarantees (Note 38(a)) Contingent consideration for business combination Ê (Note 17) Company 685 – 685 – 3,659 2,579 1,166 446 Contingent consideration for business combination As part of the purchase agreement with the previous owner of MSAX, a contingent consideration has been agreed. This consideration is dependent on the profit before tax of MSAX during a 12-month period. The fair value at the acquisition date was $450,000, which has been adjusted as of 31 December 2015 due to a significantly enhanced performance compared to budget to a fair value of $685,000. The consideration is due for final measurement and payment to the former shareholders on 18 October 2015. No further significant change to the consideration is expected. Additional illustrative disclosures: Contingent consideration for business combination Ê Illustrative note disclosure for contingent consideration for business combination when the amount is finalised in 2015: Note X Other liabilities As part of the purchase agreement with the previous owners of MSAX dated 18 October 2015, a portion of the consideration was determined to be contingent on the performance of the acquired entity. At 18 October 2015, a total of $700,000 was paid to the previous owner of MSAX under this arrangement. FRS 103.B64 Group 2015 $’000 Initial fair value of the contingent consideration at acquisition date Fair value adjustment as at 31 December 2015 450 235 Financial liability for the contingent consideration as of 31 December 2015 Fair value adjustment as at 18 October 2015 685 15 Total consideration paid 700 As of 31 December 2014 and prior to payment, the fair value of the contingent consideration was reassessed which led to additional cost charged to profit or loss. The initial fair value of the consideration of $450,000 is included in cash flows from investing activities, the remainder, totalling to $250,000, is recognised in cash flows from operating activities. FRS 103.B64.g.i FRS 103.58 Group Extract of Consolidated Cash Flow Statement 2015 $’000 Cash flows from operating activities: Settlement of contingent consideration for business combination ( 250) Cash flows from investing activities: Settlement of contingent consideration for business combination (450) XYZ Holdings (Singapore) Limited | 135 FRS 7.16 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 33. Share capital and treasury shares FRS 1.77 and 78.e a) Share capital Group and Company 2015 No. of shares ‘000 FRS 1.79 2014 No. of shares ‘000 $’000 $’000 Issued and fully paid ordinary shares At 1 January Issued for acquisition of a subsidiary (Note 17) FRS 1.79.a.ii 23,080 9,665 22,940 9,510 1,305 1,475 – – – – – Share issuance expense (Note 17) Exercise of employee share options (Note 35) At 31 December (50) – – 140 155 24,385 11,090 23,080 9,665 FRS 1.79.a. iv FRS 32.37 FRS 102.50 FRS 1.79.a.ii and iv The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value. FRS 1.79.a.v The Company has two employee share option plans under which options to subscribe for the Company’s ordinary shares have been granted to employees of the Group. FRS 1.79.a.vii FRS 1.79.a.iii b) Treasury shares Group and Company 2015 No. of shares ‘000 At 1 January Acquired during the financial year Reissued pursuant to employee share option plans: - For cash on exercise of employee share options (Note 35) - Transferred from employee share option reserve - Gain transferred to gain or loss on reissuance of treasury shares – (200) $’000 No. of shares ‘000 $’000 – – – – – (254) 75 81 – – – 79 – – – (65) – – 95 – – – – 75 At 31 December FRS 1.79.a.vi 2014 (125) (159) Treasury shares relate to ordinary shares of the Company that is held by the Company. The Company acquired 200,000 (2014: nil) shares in the Company through purchases on the Singapore Exchange during the financial year. The total amount paid to acquire the shares was $254,000 (2014: nil) and this was presented as a component within shareholders’ equity. The Company reissued 75,000 (2014: nil) treasury shares pursuant to its employee share option plans at a weighted average exercise price of $1.08 (2014: nil) each. XYZ Holdings (Singapore) Limited | 136 FRS 32.33 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 34. Other reserves FRS 1.79.b a) Fair value adjustment reserve Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial assets until they are disposed of or impaired. b) Asset revaluation reserve The asset revaluation reserve represents increases in the fair value of freehold land and buildings, net of tax, and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in other comprehensive income. c) Statutory reserve fund In accordance with the Foreign Enterprise Law applicable to the subsidiary in the People’s Republic of China (PRC), the subsidiary is required to make appropriation to a Statutory Reserve Fund (SRF). At least 10% of the statutory profits after tax as determined in accordance with the applicable PRC accounting standards and regulations must be allocated to the SRF until the cumulative total of the SRF reaches 50% of the subsidiary’s registered capital. Subject to approval from the relevant PRC authorities, the SRF may be used to offset any accumulated losses or increase the registered capital of the subsidiary. The SRF is not available for dividend distribution to shareholders. d) Foreign currency translation reserve The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. e) Employee share option reserve Employee share option reserve represents the equity-settled share options granted to employees (Note 35). The reserve is made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity-settled share options, and is reduced by the expiry or exercise of the share options. f) Gain or loss on reissuance of treasury shares This represents the gain or loss arising from purchase, sale, issue or cancellation of treasury shares. No dividend may be paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made in respect of this reserve. g) Equity component of convertible redeemable preference shares This represents the residual amount of convertible redeemable preference shares (CRPS) after deducting the fair value of the liability component. This amount is presented net of transaction costs and deferred tax liability arising from the CRPS. XYZ Holdings (Singapore) Limited | 137 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 35. Employee benefits Group 2015 2014 $’000 $’000 17,758 16,332 2,107 2,166 Share-based payments (Employee share option plans) 245 150 Other short-term benefits 392 376 20,502 19,024 Employee benefits expense (including directors): Salaries and bonuses Central Provident Fund contributions Employee share option plans Ê FRS 19.46 FRS 102.51.a FRS 1.104 FRS 102.44 Senior executive option plan Under the senior executive option plan (SEOP), share options are granted to senior executives with more than 12 months’ service. The exercise price of the options is equal to the market price of the shares on the date of grant. The options vest if and when the Group’s earnings per share amount increases by 12%, within three years from the date of grant. If this increase is not met, the options will lapse. The contractual life of each option granted is five years. There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these share options. FRS 102.45.a General employee share option plan All other employees are entitled to a grant of options, under the general employee share option plan (GESP), once they have been in service for two years. The vesting of the options is dependent on the total shareholder return (TSR) of the Group as compared to a group of principal competitors. Employees must remain in service for a period of three years from the date of grant. The exercise price of the options is equal to the market price of the shares on the date of grant. The contractual life of the options is five years. There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these awards. FRS 102.45.a There has been no cancellation or modification to the SEOP and GEOP during both 2015 and 2015. Movement of share options during the financial year The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options during the financial year: 2015 2014 No. WAEP ($) No. WAEP ($) Outstanding at 1 January 425,000 1.22 480,000 1.20 FRS 102.45.b.i - Granted 200,000 1.30 125,000 1.26 FRS 102.45.b.ii - Forfeited – (25,000) 1.05 FRS 102.45.b.iii (75,000) 1.08 (140,000) 1.11 FRS 102.45.b.iv - Expired (25,000) 1.16 (15,000) 1.15 FRS 102.45.b.v Outstanding at 31 December 525,000 1.24 425,000 1.22 FRS 102.45.b.vi Exercisable at 31 December 200,000 1.18 195,000 1.10 FRS 102.45.b.vii - Exercised – XYZ Holdings (Singapore) Limited | 138 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 35. Employee benefits (continued) Employee share option plans Ê (continued) Movement of share options during the financial year (continued) - The weighted average fair value of options granted during the financial year was $1.14 (2014: $1.03). FRS 102.47.a - The weighted average share price at the date of exercise of the options exercised during the financial year was $1.30 (2014: $1.20). Ë FRS 102.45.c - The range of exercise prices for options outstanding at the end of the year was $1.05 to $1.30 (2014: $1.05 to $1.26). Ì The weighted average remaining contractual life for these options is 3.90 years (2014: 3.86 years). FRS 102.45.d Fair value of share options granted FRS 102.46 The fair value of the share options granted under the SEOP is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share options were granted. FRS 102.47.a.i The fair value of share options granted under the GESP is estimated at the date of the grant using a Monte Carlo simulation model, taking into account the terms and conditions upon which the options were granted. The model simulates the TSR and compares it against the group of principal competitors. It takes into account historic dividends, share price fluctuation covariance of the Company and each entity of the group of competitors to predict the distribution of relative share performance. FRS 102.47.a.i and iii The following table lists the inputs to the option pricing models for the years ended 31 December 2015 and 2014: FRS 102.47.a.i SEOP (Binomial) Dividend yield (%) Expected volatility (%) GESP (Monte Carlo) 2015 2014 2015 2014 3.13 3.01 3.13 3.01 15.00 16.30 16.00 17.50 Risk-free interest rate (% p.a.) 4.10 4.00 4.10 4.00 Expected life of option (years) 4.05 4.25 4.85 4.65 Weighted average share price ($) 1.30 1.20 1.30 1.20 The expected life of the share options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. XYZ Holdings (Singapore) Limited | 139 FRS 102.47.a.ii XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 35. Employee benefits (continued) Commentary: Cash-settled share-based payment transactions Ê In this illustration, all the share-based payment transactions are equity-settled. If an entity has share-based payment transactions that are either cash-settled or with cash alternatives (for example, share appreciation rights), the entity should disclose: - The total expense recognised for the period arising from the share-based payment transactions; - The total carrying amount of liabilities at the end of the period; and - The total intrinsic value at the end of the period of liabilities for which the counterparty’s right to cash or other assets had vested by the end of the period (e.g., vested share appreciation rights). Ê FRS 102.51.a and b Weighted average share price Ë If options were exercised on a regular basis throughout the period, an entity may instead disclose the weighted average share price during the period. FRS 102.45.c Range of exercise prices Ì If the range of exercise prices is wide, the outstanding options shall be divided into ranges that are meaningful for assessing the number and timing of additional shares that may be issued and the cash that may be received upon exercise of those options. FRS 102.45.d Additional illustrative disclosures: Cash-settled share-based payment transactions Ê Illustrative note disclosures: Share Appreciation Rights (SARs) Plan Business development managers in the electronic components segment are granted share options, which can only be settled in cash. These SARs will vest when a specified target number of new sales contracts are closed. The contractual life of the options is six years. FRS 102.45.a The expense recognised in profit or loss granted under the Share Appreciation Rights Plan during the financial year is $XXX (2014: $XXX). FRS 102.51.a The carrying amount of the liability recognised in the Group’s and the Company’s balance sheets relating to such share options at 31 December 2015 is $XXX (2014: $XXX). FRS 102.51.b.i No Share Appreciation Rights granted under this plan had vested at the end of the reporting period (2014: nil). FRS 102.51.b.ii XYZ Holdings (Singapore) Limited | 140 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 36. Related party transactions a) Sale and purchase of goods and services In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year: ÊËÌ FRS 24.18 FRS 24.19 Group 2015 2014 $’000 $’000 700 890 50 30 225 135 1,058 1,200 140 106 Purchase of accounting services from a firm related to a director 25 18 Management fees from joint venture 50 60 - Associates 80 76 - A fellow subsidiary 98 92 Sale of finished goods to: - Related companies - Associates - A company related to a director Purchase of raw materials from: - Related companies - Associates Interest income from: Related companies: These are subsidiaries and associates of Good Group (International) Ltd and its subsidiaries, excluding entities within the Group. Company / firm related to a director: - One of the directors of the Company, through his 25% (2014: 25%) equity interest in Unik-One Pte Ltd (UOPL), had an interest in a contract for the supply of specialised digital components to UOPL. During the financial year, the Group sold specialised digital components of $225,000 (2014: $135,000) to UOPL. No balance with UOPL was outstanding at the end of the reporting period (2014: nil). FRS 24.18 - The Group has entered into a contract with LPS Associates LLP, a firm of which the wife of one of the directors of the Company is the managing partner, for the provision of consolidation accounting services to the Company for an amount of $25,000 (2014: $18,000). No balance with the firm was outstanding at the end of the reporting period (2014: nil). b) Commitments with related parties On 1 July 2015, XYZ Technologies Pte Ltd entered into a two-year agreement ending 30 June 2017 with XYZ China Co. Ltd to purchase specific electrical and optional cables that XYZ Technologies Pte Ltd uses in its production cycle. XYZ Technologies Pte Ltd expects the potential purchase volume to be $400,000 in 2016 and $300,000 in the first 3 months of 2017. The purchase price is based on XYZ China Co. Ltd’s actual cost plus 5% margin and will be settled in cash within 30 days after receiving the inventory. XYZ Holdings (Singapore) Limited | 141 FRS 24.18.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 36. Related party transactions (continued) c) Compensation of key management personnel Í FRS 24.17 Group Short-term employee benefits Central Provident Fund contributions Other short-term benefits 2015 2014 $’000 $’000 4,938 4,352 355 357 25 80 80 60 5,398 4,849 Directors of the Company 3,470 3,119 Other key management personnel 1,928 1,730 5,398 4,849 Share-based payments Comprise amounts paid to: Directors’ interests in employee share option plan FRS 24.18 During the financial year: - 37,000 (2014: 25,000) share options were granted to two of the Company's executive directors under the SEOP (Note 35) at an exercise price of $1.30 (2014: $1.26) each. - These directors exercised options for 10,000 (2014: 5,000) ordinary shares of the Company at a price of $1.05 (2014: $1.05) each, with a total cash consideration of $10,500 (2014: $5,250) paid to the Company. At the end of the reporting period, the total number of outstanding share options granted by the Company to the abovementioned directors under the SEOP amount to 120,000 (2014: 93,000). No share options have been granted to the Company's nonexecutive directors. Commentary: Related party transactions Ê An entity should make disclosures for transactions with related parties separately for each of the following categories: (a) the parent; (b) entities with joint control or significant influence over the entity; (c) subsidiaries; (d) associates; (e) joint ventures in which the entity is a venturer; (f) key management personnel of the entity or its parent; and (g) other related parties. Such categorisation help provide a more comprehensive analysis of related party balances and transactions. XYZ Holdings (Singapore) Limited | 142 FRS 24.19 and 20 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 36. Related party transactions (continued) Commentary (continued): Related party transactions Ë The following are examples of transactions that are disclosed if they are with a related party: FRS 24.21 (a) (b) (c) (d) (e) (f) (g) purchases or sales of goods (finished or unfinished); purchases or sales of property and other assets; rendering or receiving of services; leases; transfers of research and development; transfers under licence agreements; transfers under finance arrangements (including loans and equity contributions in cash or in kind); (h) provision of guarantees or collateral; (i) commitments to do something if a particular event occurs or does not occur in the future, including executor contracts (recognised and unrecognised); and (j) settlement of liabilities on behalf of the entity or by the entity on behalf of that related party. Ì Items of a similar nature may be disclosed in aggregate except when separate disclosure is necessary for an understanding of the effects of related party transactions on the financial statements of the entity. FRS 24.24 Key management personnel Ê Í Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. FRS 24.9 Additional illustrative disclosures: Transactions with key management personnel Ê In this illustration, the Group does not have any transactions and outstanding balances, including commitments with key management personnel, close family members of key management personnel and entities which the key management personnel have control or joint control. Illustrative disclosure when the Group have such transactions are as follows: The transactions and outstanding balances related to key management personnel, close family members of key management personnel and entities in which the key management personnel have control or joint control were as follows: Related parties Transactions Mrs. May Lim Draco Pte. Ltd. Legal fees Purchase of office stationeries (a) (b) Group Transactions during Outstanding the year balances as at 31 December 2015 2014 2015 2014 $’000 $’000 $’000 $’000 XXX XXX XXX XXX XXX FRS 24.18.a,b - (a) The Group uses the legal services provided by Mrs. May Lim who is a close family member of Mr. Goh Hock Inn, a Director of the Company. The legal fees paid were in relation to purchase of certain non-current assets of the Group. The fees charged were based on normal market rates for such services and were due and payable under normal payment terms. (b) The Group purchases its office stationeries from Draco Pte. Ltd., a Company controlled by Mr. Goh Hock Inn, a Director of the Company. These purchases are based on normal market rates for such supplies and were due and payable under normal payment terms. XYZ Holdings (Singapore) Limited | 143 FRS 24.18.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 37. Commitments a) Capital commitments Capital expenditure contracted for as at the end of the reporting period but not recognised in the financial statements are as follows: Group Capital commitments in respect of property, plant and equipment Company 2015 $’000 2014 $’000 2015 $’000 2014 $’000 1,690 550 90 55 63 168 – – 1,753 718 90 55 Share of joint venture’s capital commitments in relation to investment properties Ê FRS 16.74.c FRS 112.23.a FRS 40.75.h b) Operating lease commitments – as lessee In addition to the land use rights disclosed in Note 16, the Group has entered into commercial leases on certain motor vehicles and office equipment. These leases have an average tenure of between three and six years with no renewal option or contingent rent provision included in the contracts. The Group is restricted from subleasing the leased equipment to third parties. FRS 17.35.d Minimum lease payments, including amortisation of land use rights recognised as an expense in profit or loss for the financial year ended 31 December 2015 amounted to $484,000 (2014: $387,000). FRS 17.35.c Future minimum rental payable under non-cancellable operating leases (excluding land use rights) at the end of the reporting period are as follows: Ë FRS 17.35.a Group 2015 $’000 2014 $’000 Not later than one year 370 352 Later than one year but not later than five years 800 926 Later than five years 115 126 1,285 1,404 c) Operating lease commitments – as lessor The Group has entered into commercial property leases on its investment properties. These non-cancellable leases have remaining lease terms of between two and eight years. All leases include a clause to enable upward revision of the rental charge on an annual basis based on prevailing market conditions. FRS 17.56.c Future minimum rental receivable under non-cancellable operating leases at the end of the reporting period are as follows: Ë FRS 17.56.a Group 2015 $’000 2014 $’000 492 440 Later than one year but not later than five years 1,968 1,760 Later than five years 1,400 1,110 3,860 3,310 Not later than one year XYZ Holdings (Singapore) Limited | 144 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 37. Commitments (continued) Commentary: Ê An entity shall disclose total commitments it has made but not recognised at the reporting date (including its share of commitments made jointly with other investors with joint control of a joint venture) relating to its interests in joint ventures. Commitments are those that may give rise to a future outflow of cash or other resources. FRS 112.B18 Unrecognised commitments that may give rise to a future outflow of cash or other resources include: FRS 112.B19 (a) unrecognised commitments to contribute funding or resources as a result of, for example: i. the constitution or acquisition agreements of a joint venture (that, for example, require an entity to contribute funds over a specific period). ii. capital-intensive projects undertaken by a joint venture. iii. unconditional purchase obligations, comprising procurement of equipment, inventory or services that an entity is committed to purchasing from, or on behalf of, a joint venture. iv. unrecognised commitments to provide loans or other financial support to a joint venture. v. unrecognised commitments to contribute resources to a joint venture, such as assets or services. vi. other non-cancellable unrecognised commitments relating to a joint venture. (b) Unrecognised commitments to acquire another party’s ownership interest (or a portion of that ownership interest) in a joint venture if a particular event occurs or does not occur in the future. Future minimum lease payments under non-cancellable operating leases Ë The disclosure of future minimum lease payments according to time bands relates only to noncancellable operating leases. A non-cancellable lease is a lease that is cancellable only: (a) upon the occurrence of some remote contingency; (b) with the permission of the lessor; (c) if the lessee enters into a new lease for the same or an equivalent asset with the same lessor; or (d) upon payment by the lessee of such an additional amount that, at inception of the lease, continuation of the lease is reasonably certain. A leasing arrangement where the lessee has the right to terminate lease by providing a written notice to the lessor without incurring losses significant in comparison to the value of remaining lease payments is generally not considered a non-cancellable lease and is not included in such disclosure. XYZ Holdings (Singapore) Limited | 145 FRS 17.4 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 37. Commitments (continued) d) Finance lease commitments (continued) The Group has finance leases for certain items of plant and equipment and furniture and fixtures. These leases have terms of renewal but no purchase options and escalation clauses. Renewals are at the option of the specific entity that holds the lease. FRS 17.31.e Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: FRS 17.31.b Group 2015 2014 $’000 $’000 Present value of payments (Note 30) Minimum lease payments Present value of payments (Note 30) Not later than one year 251 216 30 16 Later than one year but not later than five years 392 252 265 120 Later than five years 643 468 117 40 1,286 936 412 176 Total minimum lease payments Less: Amounts representing finance charges Present value of minimum lease payments (350) 936 – 936 Minimum lease payments (236) 176 – 176 XYZ Holdings (Singapore) Limited | 146 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 38. Contingencies a) Contingent liabilities FRS 37.86 Legal claim On 30 November 2015, a customer has commenced an action against the Group in respect of construction works claimed to be sub-standard. The estimated payout is $250,000 should the action be successful. A trial date has not yet been set and therefore it is not practicable to state the timing of any payment. The Group has been advised by its legal counsel that it is possible, but not probable, that the action will succeed and accordingly no provision for any liability has been made in these financial statements. FRS 11.45 Guarantees The Group has provided the following guarantees at the end of the reporting period: - It has guaranteed its share of $20,000 (2014: $15,000) of the associate’s contingent liabilities which have been incurred jointly with other investors. - It has guaranteed part of the bank overdraft of the associate to a maximum amount of $300,000 (2014: nil), which it is severally liable for in the event of default by the associate. - It has guaranteed its interest in its share of the joint venture’s loan of $245,000 (2014: $240,000) (Note 30). - It has guaranteed to an unrelated party the performance of a contract for the joint venture. No liability is expected to arise (2014: nil). The Company has provided a corporate guarantee to a bank for a $5,400,000 (2014: $5,400,000) loan (Note 30) taken by a subsidiary. FRS 24.20.h FRS 112.23.b FRS 112.23.b FRS 112.23.b FRS 112.23.b FRS 24.20.h b) Contingent asset a) A legal claim for defamation of $500,000 was lodged against one of the Group’s competitors in October 2014. Based on advice from the legal counsel, the Group is confident that the dispute will be settled in its favour. b) The Group is claiming amounts (such as variations and additional works under the construction contracts) and pending proceedings and disputes with clients. It is not possible to reasonably determine the extent and timing of possible inflow of economic benefits. These claims are therefore not recognised in these financial statements. XYZ Holdings (Singapore) Limited | 147 FRS 37.89 FRS 11.45 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities Ê a) Fair value hierarchy The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows: FRS 113.72 - Level 1 – Quoted prices (unadjusted) in active market for identical assets or liabilities that the Group can access at the measurement date, FRS 113.76 - Level 2 – Inputs other that quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and FRS 113.81 - Level 3 – Unobservable inputs for the asset or liability. FRS 113.86 Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. FRS 113.73 Commentary: Ê An entity shall disclose information that helps users of its financial statements assess both of the following: FRS 113.91 (a) For assets and liabilities that are measured at fair value on a recurring or non-recurring basis in the balance sheet after initial recognition, the valuation techniques and inputs used to develop those measurements. (b) For recurring fair value measurements using significant unobservable inputs (Level 3), the effect of the measurements on profit or loss or other comprehensive income for the period. To meet the objective above, an entity shall consider all the following: (a) The level of detail necessary to satisfy the disclosure requirements; (b) How much emphasis to place on each of the various requirements; (c) How much aggregation and disaggregation to undertake; and (d) Whether users of financial statements need additional information to evaluate the quantitative information disclosed. If the disclosures provided in accordance with FRS 113 and other FRSs are insufficient to meet the objectives above, an entity shall disclose additional information necessary to meet those objectives. XYZ Holdings (Singapore) Limited | 148 FRS 113.92 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) b) Assets and liabilities measured at fair value Ê The following table shows an analysis of each class of assets and liabilities measured at fair value at the end of the reporting period: Ê Group 2015 $’000 Fair value measurements at the end of the reporting period using Quoted prices in active markets for identical instruments Significant observable inputs other than quoted prices Significant unobservable inputs (Level 1) (Level 2) (Level 3) Total Assets measured at fair value Financial assets: Held for trading financial assets (Note 22) Quoted equity securities 1,512 — — 1,512 Available-for-sale financial assets (Note 22) Equity securities Quoted equity securities Unquoted equity securities 1,746 — — 1,746 — — 139 139 - - 1,563 1,563 - 150 - 150 Debt securities Unquoted debt securities Derivatives Forward currency contracts Interest rate swap Financial assets as at 31 December 2015 - 20 - 20 3,258 170 1,702 5,130 Non-financial assets: Ë Investment properties Ì Commercial - - 2,831 2,831 Residential - 1,814 - 1,814 Freehold land - - 11,874 11,874 Buildings - - 3,291 3,291 Disposal group classified as held for sale* - - 199 199 Non-financial assets as at 31 December 2015 - 1,814 18,195 20,009 Property, plant and equipment Ì Liabilities measured at fair value Í Financial liabilities Derivatives Forward currency contracts - (22) - (22) Contingent consideration for business combination - - (685) (685) Financial liabilities as at 31 December 2015 - (22) (685) (707) *Disposal group classified as held for sale with a carrying amount of $649,000 were written down to their fair value of $219,000, less costs to sell of $20,000 (or $199,000), resulting in a net loss of $450,000, which was included in the profit or loss for the period. XYZ Holdings (Singapore) Limited | 149 FRS 113.93.a and b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) b) Assets and liabilities measured at fair value Ê (continued) FRS 113.93.a and b Group 2014 $’000 Fair value measurements at the end of the reporting period using Quoted prices in active markets for identical instruments Significant observable inputs other than quoted prices Significant unobservable inputs (Level 1) (Level 2) (Level 3) Total Assets measured at fair value Financial assets: Held for trading financial assets (Note 22) Quoted equity securities 1,260 — — 1,260 848 — — — 848 — 28 28 - - 980 980 Forward currency contracts - 60 - 60 Interest rate swap - 45 - 45 2,108 105 1,008 3,221 Available-for-sale financial assets (Note 22) Equity securities Quoted equity securities Unquoted equity securities Debt securities Unquoted debt securities Derivatives Financial assets as at 31 December 2014 Non-financial assets: Ë Investment properties Ì Commercial - - 2,380 2,380 Residential - 1,575 - 1,575 Freehold land - - 10,726 10,726 Buildings - - 3,574 3,574 - 1,575 16,680 18,255 Property, plant and equipment Ì Non-financial assets as at 31 December 2014 c) Level 2 fair value measurements ÊÎ The following is a description of the valuation techniques and inputs used in the fair value measurement for assets and liabilities that are categorised within Level 2 of the fair value hierarchy: Derivatives Forward currency contracts and interest rate swap contracts are valued using a valuation technique with market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves. Residential investment properties The valuation of residential investment properties are based on comparable market transactions that consider sales of similar properties that have been transacted in the open market. XYZ Holdings (Singapore) Limited | 150 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements i) Information about significant unobservable inputs used in Level 3 fair value measurements The following table shows the information about fair value measurements using significant unobservable inputs (Level 3) Description Fair Value as at 31 December 2015 Valuation techniques Unobservable inputs Range (weighted average) Recurring fair value measurements Available-for-sale financial assets: Unquoted equity securities Unquoted debt securities Contingent consideration for business combination 139 Cost of equity 6% to 11% (7.3%) Dividend yield 3% to 7.5% (4.6%) Discount for lack of marketability 5% to 20% (4.6%) Probability of default 5% to 50% (10%) Loss severity 40% to 100% (60%) Probability of meeting contractual earnings target 20% to 100% (60%) Own credit risk 6% to 10% (8%) Market comparable approach Yield adjustments based on management’s assumptions* 10% to 25% (13%) 11,874 Market comparable approach Yield adjustments based on management’s assumptions* 15% to 30% (20%) 3,291 Market comparable approach Yield adjustments based on management’s assumptions* 10% to 20% (15%) 199 Discounted cash flow Weighted average cost of capital 6% to 12% (10.1%) Long-term revenue growth rate 3% to 5.5% (4.2%) Long-term pre-tax operating margin 7.5% to 13% (9.2%) Discount for lack of marketability 5% to 20% (10%) 1,563 (685) Discounted cash flow Discounted cash flow Discounted cash flow Investment properties Commercial 2,831 Property, plant and equipment Freehold land Buildings Non-recurring fair value measurements Disposal group classified as held for sale *The yield adjustments are made for any difference in the nature, location or condition of the specific property. XYZ Holdings (Singapore) Limited | 151 FRS 113.93.d XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements (continued) i) Information about significant unobservable inputs used in Level 3 fair value measurements (continued) Description Fair Value as at 31 December 2014 Valuation techniques Unobservable inputs FRS 113.93.d Range (weighted average) Recurring fair value measurements Available-for-sale financial assets: Unquoted equity securities Unquoted debt securities 28 980 Discounted cash flow Discounted cash flow Cost of equity 6% to 11% (7.3%) Dividend yield 3% to 7.5% (4.6%) Discount for lack of marketability 5% to 20% (4.6%) Probability of default 5% to 50% (10%) Loss severity 40% to 100% (60%) Investment properties Commercial 2,380 Market comparable approach Yield adjustments based on management’s assumptions* 10% to 25% (13%) 10,726 Market comparable approach Yield adjustments based on management’s assumptions* 15% to 30% (20%) 3,574 Market comparable approach Yield adjustments based on management’s assumptions* 10% to 20% (15%) Property, plant and equipment Freehold land Buildings *The yield adjustments are made for any difference in the nature, location or condition of the specific property. For unquoted equity securities, a significant increase (decrease) in the expected dividend yield would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in discount for lack of marketability would result in a significantly lower (higher) fair value measurement. A change in assumption used for dividend yield may warrant a directionally opposite change in assumption for discount for lack of marketability. For unquoted debt securities, significant increases (decreases) in prepayment rates, probability of default and loss severity in the event of default would result in a significant lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates. For contingent consideration, a significant increase (decrease) in the probability of meeting the contractual earnings target would result in a significantly higher (lower) fair value measurement. For freehold land and buildings and commercial investment properties, a significant increase (decrease) in yield adjustments based on management’s assumptions would result in a significantly lower (higher) fair value measurement. XYZ Holdings (Singapore) Limited | 152 FRS 113.93.h.i XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements (continued) i) Information about significant unobservable inputs used in Level 3 fair value measurements (continued) The following table shows the impact on the Level 3 fair value measurement of assets and liabilities that are sensitive to changes in unobservable inputs that reflect reasonably possible alternative assumptions. The positive and negative effects are approximately the same. 31 December 2015 Effect of reasonably possible alternative assumptions Carrying amount Profit or loss Other comprehensive income $’000 $’000 $’000 Recurring fair value measurements Available-for-sale financial assets: Unquoted equity securities Unquoted debt securities Contingent consideration for business combination 139 - 15 1,563 - 56 (685) 35 - 31 December 2014 Effect of reasonably possible alternative assumptions Carrying amount Profit or loss Other comprehensive income $’000 $’000 $’000 Recurring fair value measurements Available-for-sale financial assets: Unquoted equity securities Unquoted debt securities 28 - 10 980 - 18 In order to determine the effect of the above reasonably possible alternative assumptions, the Group adjusted the following key unobservable inputs used in the fair value measurement: - For unquoted equity securities, the Group adjusted the discount for lack of marketability by increasing and decreasing the assumptions by 5% to 8% (2014: 6% to 9%) depending on the individual characteristics of the instrument. - For unquoted debt securities, the Group adjusted the probability of default and loss severity assumptions used to calculate the credit valuation adjustment. The adjustments made were to increase and decrease the assumptions by 6% (2014: 5%), which is within the range based on the Group’s internal credit risk assessment for the counterparties. - For contingent consideration for business combination, the Group adjusted the probability of meeting the contractual earnings target by increasing and decreasing assumption by 10% (2014: 10%). XYZ Holdings (Singapore) Limited | 153 FRS 113.93.h.ii XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements (continued) FRS 113.93.e ii) Movements in Level 3 assets and liabilities measured at fair value ÊÊ The following table presents the reconciliation for all assets and liabilities measured at fair value based on significant unobservable inputs (Level 3): Group 2015 $’000 Fair value measurements using significant unobservable inputs (Level 3) Available-for-sale financial assets Unquoted equity securities Opening balance Total gains or losses for the period Included in profit or loss Included in other comprehensive income Purchases, issues, sales and settlements Purchases Sales Transfer from/(to) investment properties Exchange differences Arising from acquisition of subsidiary Closing balance Investment properties Contingent consideration Total Unquoted debt securities Commercial 28 980 2,380 - 3,388 - - 350 (235) 115 FRS 113.93.e.i 42 28 - - 70 FRS 113.93.e.ii 103 (34) 576 (21) 400 - - 1,079 (55) FRS 113.93.e.iii - - (300) 1 - (300) 1 FRS 113.93.e.iv - - - (450) (450) 139 1,563 2,831 (685) 3,848 Group 2014 $’000 Fair value measurements using significant unobservable inputs (Level 3) Opening balance Total gains or losses for the period Included in profit or loss Included in other comprehensive income Purchases, issues, sales and settlements Purchases Sales Closing balance Available-for-sale financial assets Investment properties Unquoted equity securities Commercial Unquoted debt securities Total 40 1,026 2,330 3,396 - - 50 50 15 9 - 24 FRS 113.93.e.ii 16 (43) 15 (70) - 31 (113) FRS 113.93.e.iii 28 980 2,380 3,388 XYZ Holdings (Singapore) Limited | 154 FRS 113.93.e.i XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements (continued) ii) Movements in Level 3 assets and liabilities measured at fair value ÊÊ (continued) The following table presents the reconciliation for all assets and liabilities measured at fair value based on significant unobservable inputs (Level 3): Group 2015 $’000 Fair value measurements using significant unobservable inputs (Level 3) Available-for-sale financial assets Unquoted equity securities Total gains and losses for the period included in Profit or loss: - Other income Net gain from fair value adjustment of investment properties (i) - Other expenses Fair value adjustment of contingent consideration of business combination (ii) Other comprehensive income: - Net gain on fair value changes of available-forsale financial assets - Net surplus on revaluation of land and buildings Unquoted debt securities Property, plant and equipment Freehold land Buildings Investment properties Contingent consideration Total Commercial FRS 113.93.e.i - - - - 350 - 350 - - - - - (235) (235) FRS 113.93.e.ii 42 28 - - - - 70 - - 1,001 249 - - 1250 (i) Relates to net gain from fair value adjustment of investment properties held as at 31 December 2015. (ii) Relates to unrealised loss from fair value adjustment of contingent consideration for business combination as at 31 December 2015. XYZ Holdings (Singapore) Limited | 155 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements (continued) ii) Movements in Level 3 assets and liabilities measured at fair value ÊÊ (continued) The following table presents the reconciliation for all assets and liabilities measured at fair value based on significant unobservable inputs (Level 3): Group 2014 $’000 Fair value measurements using significant unobservable inputs (Level 3) Available-for-sale financial assets Unquoted equity securities Total gains and losses for the period included in Profit or loss: - Other income Net gain from fair value adjustment of investment properties (i) Other comprehensive income: - Net gain on fair value changes of available-forsale financial assets - Net surplus on revaluation of land and buildings (i) Property, plant and equipment Unquoted debt securities Freehold land Investment properties Buildings Contingent consideration Total Commercial FRS 113.93.e.i - - 50 - 50 FRS 113.93.e.ii 15 9 - - - - 24 - - 1,784 620 - - 2,404 Relates to net gain from fair value adjustment of investment properties held as at 31 December 2014. XYZ Holdings (Singapore) Limited | 156 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) d) Level 3 fair value measurements (continued) iii) Valuation policies and procedures Ï FRS 113.93.g The Group’s Chief Financial Officer (CFO), who is assisted by the Head of Treasury and senior controller (collectively referred to as the “CFO office”) oversees the Group’s financial reporting valuation process and is responsible for setting and documenting the Group’s valuation policies and procedures. In this regard, the CFO office reports to the Group’s Audit Committee. For all significant financial reporting valuations using valuation models and significant unobservable inputs, it is the Group’s policy to engage external valuation experts who possess the relevant credentials and knowledge on the subject of valuation, valuation methodologies and FRS 113 fair value measurement guidance to perform the valuation. For valuations performed by external valuation experts, the appropriateness of the valuation methodologies and assumptions adopted are reviewed along with the appropriateness and reliability of the inputs (including those developed internally by the Group) used in the valuations. In selecting the appropriate valuation models and inputs to be adopted for each valuation that uses significant non-observable inputs, external valuation experts are requested to calibrate the valuation models and inputs to actual market transactions (which may include transactions entered into by the Group with third parties as appropriate) that are relevant to the valuation if such information are reasonably available. For valuations that are sensitive to the unobservable inputs used, external valuation experts are required, to the extent practicable to use a minimum of two valuation approaches to allow for cross-checks. Significant changes in fair value measurements from period to period are evaluated for reasonableness. Key drivers of the changes are identified and assessed for reasonableness against relevant information from independent sources, or internal sources if necessary and appropriate. The CFO office documents and reports its analysis and results of the external valuations to the Audit Committee on a quarterly basis. The Audit Committee performs a high-level independent review of the valuation process and results and recommends if any revisions need to be made before presenting the results to the Board of Directors for approval. XYZ Holdings (Singapore) Limited | 157 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) e) Assets and liabilities not carried at fair value but for which fair value is disclosed Ð The following table shows an analysis of the Group’s assets and liabilities not measured at fair value but for which fair value is disclosed: Group 2015 $’000 Fair value measurements at the end of the reporting period using Quoted prices in active markets for identical assets (Level 1) Significant observable inputs other than quoted prices (Level 2) Significant unobservable inputs (Level 3) Carrying amount Total Assets Government bonds 675 - - 675 660 Investment in associates 10,600 - - 10,600 10,595 Staff loans (non-current) - - 60 60 63 Deferred cash settlement - - (205) (205) (200) Financial guarantees - - (29) (29) (26) - Fixed rate bank loans and bonds - - (4,983) (4,983) (4,890) - Convertible redeemable preference shares - - (509) (509) (450) Liabilities: Loans and borrowings (noncurrent) Company Assets Amounts and loans due from subsidiaries - 13,432 - 13,432 13,563 Staff loans (non-current) - - 49 49 51 - - (85) (85) (80) - Fixed rate bank loans and bonds - - (3,162) (3,162) (3,100) - Convertible redeemable preference shares - - (509) (509) (450) Liabilities: Financial guarantees Loans and borrowings (noncurrent) XYZ Holdings (Singapore) Limited | 158 FRS 113.97 FRS 107.25 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) e) Assets and liabilities not carried at fair value but for which fair value is disclosed Ð (continued) FRS 113.97 FRS 107.25 Group 2014 $’000 Fair value measurements at the end of the reporting period using Quoted prices in active markets for identical assets (Level 1) Significant observable inputs other than quoted prices (Level 2) Significant unobservable inputs (Level 3) Carrying amount Total Assets Government bonds 665 - - 665 650 Investment in associates 10,400 - - 10,400 10,321 Staff loans (non-current) - - 45 45 48 - - (11) (11) (8) - Fixed rate bank loans and bonds - - (5,342) (5,342) (5,240) - Convertible redeemable preference shares - - (459) (459) (428) Liabilities: Financial guarantees Loans and borrowings (noncurrent) Company Assets Amounts and loans due from subsidiaries - 14,161 - 14,161 14,635 Staff loans (non-current) - - 34 34 36 - - (105) (105) (100) - Fixed rate bank loans and bonds - - (3,060) (3,060) (3,000) - Convertible redeemable preference shares - - (459) (459) (428) Liabilities: Financial guarantees Loans and borrowings (noncurrent) Determination of fair value Amounts and loans due from subsidiaries, Staff loans, Deferred cash, Fixed rate bank loans and bonds, and Convertible redeemable preference shares The fair values as disclosed in the table above are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the end of the reporting period. XYZ Holdings (Singapore) Limited | 159 FRS 113.97 FRS 113.93.d XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) f) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value The fair value of financial assets and liabilities by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value are as follows: Group Note Company 2015 2014 2015 2014 $’000 $’000 $’000 $’000 Carrying amount Fair value FRS 107.7 and 31 FRS 107.25,26 and 29 Carrying amount Carrying amount Fair value Fair value Carrying amount Fair value Financial assets: Government bonds 22 660 675 650 665 – – – – Equity securities, at cost 22 500 T 600 T – – – – Amounts and loans due from subsidiaries 21 – – – – 13,972 13,432 14,635 14,161 Staff loans (noncurrent) 21 63 60 48 45 51 49 36 34 – – – – – – Financial liabilities: Deferred cash settlement 31 (200) (205) Financial guarantee 32 (26) (29) (8) (11) Loans and borrowings (non-current) 30 (720) (769) (160) (169) (4,890) (4,983) (5,240) (5,342) (3,100) (3,162) (3,000) (3,060) (450) (509) (428) (459) (450) (509) (428) (459) - Obligations under finance leases - Fixed rate bank loans and bonds - Convertible redeemable preference shares (80) – (85) – (100) (105) – – T Investment in equity securities carried at cost Fair value information has not been disclosed for the Group’s investments in equity securities that are carried at cost because fair value cannot be measured reliably. These equity securities represent ordinary shares in an Israeli high-technology company that is not quoted on any market and does not have any comparable industry peer that is listed. In addition, the variability in the range of reasonable fair value estimates derived from valuation techniques is significant. The Group does not intend to dispose of this investment in the foreseeable future. The Group intends to eventually dispose of this investment through sale to institutional investors. XYZ Holdings (Singapore) Limited | 160 FRS 107.30.a-d XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) Commentary: Ê Disclosures in tabular format An entity shall present the quantitative disclosures required by FRS 113 in a tabular format unless another format is more appropriate. FRS 113.99 Classes of assets and liabilities An entity shall determine appropriate classes of assets and liabilities on the basis of the following: FRS 113.94 (a) The nature, characteristics and risks of the asset or liability; and (b) The level of the fair value hierarchy within which the fair value measurement is categorised. The number of classes may need to be greater for fair value measurements categorised within Level 3 of the fair value hierarchy because those measurements have a greater degree of uncertainty and subjectivity. Determining appropriate classes of assets and liabilities for which disclosures about fair value measurements should be provided requires judgement. A class of assets and liabilities will often require greater disaggregation than the line items presented in the balance sheet. If another FRS specifies the class for an asset or a liability, an entity may use that class in providing the disclosures required in FRS 113 if that class meets the requirements in this paragraph. Ë In this illustration, the current use of the non-financial assets does not differ from their highest and best use. If for recurring and non-recurring fair value measurements, the highest and best use of a non-financial asset differs from its current use, an entity shall disclose the fact and why the non-financial asset is being used in a manner that differs from its highest and best use. Ì In this illustration, the Group’s commercial properties are categorised within Level 3 of the fair value hierarchy as the properties’ fair values are determined based on comparable market transactions adjusted for significant unobservable inputs such as yield adjustments relating to nature, location and condition of the specific property. FRS 113.93.i In this illustration, the Group’s residential investment properties are categorised within Level 2 of the fair value hierarchy as the properties’ fair values are determined solely based on observable inputs other than quoted prices. Í In this illustration, the Group does not have any liability measured at fair value and issued with an inseparable third-party credit enhancement. For a liability measured at fair value and issued with an inseparable third-party credit enhancement, an issuer shall disclose the existence of that credit enhancement and whether it is reflected in the fair value measurement of the liability. XYZ Holdings (Singapore) Limited | 161 FRS 113.98 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) Commentary (continued): In this illustration, there has been no change in valuation technique for recurring and nonrecurring fair value measurements categorised within Level 2 and Level 3 of the fair value hierarchy. If there has been a change in valuation technique (e.g. changing from a market approach to an income approach or use of an additional valuation technique), the entity shall disclose that change and the reason(s) for making it. For recurring and non-recurring fair value measurements categorised within Level 3 of the fair value hierarchy, a description of valuation processes used by the entity (including, for example, how an entity decides its valuation policies and procedures and analyses changes in fair value measurements from period to period. An entity might disclose the following: (a) FRS 113.93.d FRS 113.93.g FRS 113.IE65 for the group within the entity that decides the entity’s valuation policies and procedures: i. its description; ii. to whom that group reports; and iii. the internal reporting procedures in place (e.g. whether and, if so, how pricing, risk management or audit committees discuss and assess the fair value measurements. (b) the frequency and methods for calibration, back testing and other testing procedures of pricing models; (c) the process for analysing changes in fair value measurements from period to period; (d) how the entity determined that third-party information, such as broker quotes or pricing services, used in the fair value measurement was developed in accordance with FRS 113; and (e) the methods used to develop and substantiate the unobservable inputs used in a fair value measurement. It is important to note that the illustration on valuation policies and procedures for recurring and non-recurring fair value measurements categorised within Level 3 of the fair value hierarchy is based on certain assumed facts regarding circumstances surrounding XYZ Holdings (Singapore) Limited. The valuation policies and procedures of other entities may be different and disclosures would have to be customised in the light of specific facts and circumstances applicable to the entity. In this illustration, investment properties are carried at fair value. For any investment properties recorded at cost, FRS 40 requires disclosure about fair value. Please refer to commentary no.2 of Note 2.8 Investment properties. Where investment properties are carried at cost for which fair value are disclosed, FRS 113.97 requires the disclosures of FRS 113.97 - the level of the fair value hierarchy within which the fair value measurements are categorised in their entirety (Level 1, 2 or 3), FRS 113.93.b - a description of the valuation technique(s) and inputs used in the fair value measurement. If there has been a change in valuation technique, the entity shall disclose the reason for making it, FRS 113.93.d - the fact and why the non-financial asset is being used in a manner that differs from its highest and best use if the highest and best use of a non-financial asset differs from its current use XYZ Holdings (Singapore) Limited | 162 FRS 113.93.i XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) Commentary (continued): Fair value of financial assets and liabilities FRS 107.25 requires the fair value of each class of financial assets and liabilities to be disclosed in a way that permits it to be compared with its carrying amount. However, disclosures of fair value are not required: - When the carrying amount is a reasonable approximation of fair value (e.g., short-term trade and other receivables and payables, and long-term loans that are re-priced to market rate); - For an investment in equity instrument that do not have a quoted market price in an active market, or derivatives linked to such equity instruments, that is measured at cost in accordance with FRS 39 because its fair value cannot be measured reliably; or - For a contract containing a discretionary participation feature (as described in FRS 104) if the fair value of that feature cannot be measured reliably. FRS 107.25 and 29 In this illustration, in addition to the above exemptions, the comparison between carrying amount and fair value of financial assets or liabilities that are carried at fair value (e.g., held for trading investments and derivatives) has not been disclosed as these assets are carried at fair value. Financial instruments whose fair value cannot be reliably measured FRS 107 requires the disclosure of fair value information for financial instruments whose fair value cannot be reliably measured to include disclosure of whether and how the entity intends to dispose of such financial instruments. If financial instruments whose fair value previously could not be reliably measured are derecognised, that fact, their carrying amounts at the time of de-recognition, and the amount of gain or loss recognised shall be disclosed. XYZ Holdings (Singapore) Limited | 163 FRS 107.20.d FRS 107.30.e XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 39. Fair value of assets and liabilities (continued) Additional illustrative disclosures: Ê Transfers between fair value hierarchy Transfers between Level 1 and Level 2 FRS 113 requires disclosures of the amount of any transfers between Level 1 and Level 2 of the fair value hierarchy for assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis and the reasons for those transfers. Transfers into each level shall be disclosed and discussed separately from transfers out of each level. FRS 113.93.c In this illustration, there were no assets or liabilities transferred between Level 1 and Level 2. Illustrative disclosure if an entity has transfers of assets or liabilities between Level 1 and Level 2. The following table shows transfers from Level 1 to Level 2 of the fair value hierarchy for assets and liabilities which are recorded at fair value. Group 2014 $’000 Financial assets held-for-trading - Quoted equity securities Financial investments available-for-sale - Other debt securities XXX XXX The above financial assets were transferred from Level 1 to Level 2 as they were delisted from the stock exchange and therefore ceased to be actively traded during the year and fair values were consequently measured using valuation techniques and using observable market inputs. Transfers into or out of Level 3 FRS 113 requires disclosures of the amount of any transfers into or out of Level 3 of the fair value hierarchy, the reasons for those transfers and the entity’s policy for determining when transfers between levels are deemed to have occurred. Transfers into Level 3 shall be disclosed and discussed separately from transfers out of Level 3. In this illustration, there were no assets or liabilities transferred from Level 1 and Level 2 to Level 3. Illustrative disclosure if there were transfers of assets or liabilities into Level 3. During the financial year ended 31 December 2015, the Group transferred certain financial instruments from Level 2 to Level 3 of the fair value hierarchy. The carrying amount of the total financial assets transferred was $XXX. The reason for the transfers from Level 2 to Level 3 is that inputs to the valuation models for the other debt securities ceased to be observable. Prior to transfer, the fair value of the instruments was determined using observable market transactions or binding broker quotes for the same or similar instruments. Since the transfer, these instruments have been valued using valuation models incorporating significant non market-observable inputs. Illustrative disclosure if there were transfers of assets or liabilities out of Level 3. The Group transferred an unquoted equity security from Level 3 to Level 1 of the fair value hierarchy. The carrying amount of the total financial assets transferred was $XXX. The security was transferred from Level 3 into Level 1 as it was listed on the stock exchange during the financial year. Prior to the transfer, the fair value of the security was determined using valuation model incorporating significant non market-observable inputs. Since the transfer, the fair value of the security is determined based on market price quoted in the stock exchange. XYZ Holdings (Singapore) Limited | 164 FRS 113.93.e.iv XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies ÊËÌÍ The Group and the Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk. The board of directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Financial Officer, Head of Treasury and Head of Credit Control. The Audit Committee provides independent oversight to the effectiveness of the risk management process. It is, and has been throughout the current and previous financial year, the Group’s policy that no trading in derivatives for speculative purposes shall be undertaken. Ê FRS 107.7 and 31 FRS 107.31-33 and IG15 The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks. Commentary: Nature and extent of risks arising from financial instruments Ê FRS 107 requires an entity to disclose qualitative and quantitative information that enables users of its financial statements to evaluate the nature and extent of risks arising from financial instruments to which the entity is exposed at the reporting date, including the entity’s policies and processes for accepting, measuring, monitoring and controlling such risks. In addition, an entity is required to disclose any change in the qualitative information from the previous period and explain the reasons for the change. The disclosures in response to FRS 107 illustrated in this note are based on assumed circumstances of XYZ Holdings (Singapore) Limited and may not be applicable or relevant to other entities. Each entity should customise the information disclosed according to the specific circumstances, financial risk exposures, and risk management policies and procedures relevant to the entity. FRS 107.AGB6 Alternative approaches of disclosure Ë Decentralised disclosures FRS 107.33.c In this illustration, most of the information regarding the nature and extent of risks arising from financial instruments required by FRS 107.31-42, has been disclosed in one centralised note. Alternatively, an entity may disclose such information in the respective balance sheet item notes where appropriate. Ì Incorporating disclosures by cross reference The disclosures of information regarding the nature and extent of risks arising from financial instruments may instead be incorporated in the financial statements by cross-reference from the financial statements to some other statement, such as management commentary or risk report, that is available to users of the financial statements on the same terms as the financial statements and at the same time. Without the information incorporated by cross-reference, the financial statements are incomplete. Í In this illustration, there’s no change to the Group’s exposure to risk arising from financial instruments. FRS 107 requires disclosures of changes from previous period for (a) exposures to risk and how they arise; (or) (b) its objective, policies and processes for managing the risk and the methods used to measure the risks from the previous period. XYZ Holdings (Singapore) Limited | 165 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) Additional illustrative disclosures: Alternative simplified disclosures Ê FRS 107.31, 33 and IG17 In this illustration, the entity is exposed to all credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk. Example illustrative financial risk management objectives and policies for a non-complex trading entity which is exposed mainly to credit risk and liquidity risk. The Group and the Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk and liquidity risk. The following sections provide details regarding the Group and Company's exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks. a) Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including investment securities, cash and short-term deposits and derivatives), the Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties. FRS 107.33.a-b and IG15 The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. For transactions that do not occur in the country of the relevant operating unit, the Group does not offer credit terms without the approval of the Head of Credit Control. Excessive risk concentration Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry. FRS 107.33.a-b FRS 107.IG15.c In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. Selective hedging is used within the Group to manage risk concentrations at both the relationship and industry levels. The Group does not apply hedge accounting. Exposure to credit risk ÊË FRS 107 AGB9-B10 At the end of the reporting period, the Group’s and the Company’s maximum exposure to credit risk is represented by: - A nominal amount of $565,000 (2014: $255,000) relating to a corporate guarantee provided by the Group to the banks on associates’ and joint venture’s loans - A nominal amount of $5,400,000 (2014: $5,400,000) relating to a corporate guarantee provided by the Company to a bank on a subsidiary’s bank loan Information regarding credit enhancements for trade and other receivables is disclosed in Note 21. XYZ Holdings (Singapore) Limited | 166 FRS 107.36.b XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) a) Credit risk (continued) Credit risk concentration profile Ì The Group determines concentrations of credit risk by monitoring the country and industry sector profile Í of its trade receivables on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the end of the reporting period is as follows: FRS 107.34.a and AGB8 Group 2015 2014 $’000 % of total $’000 % of total 10,019 46% 12,950 53% People’s Republic of China 4,989 23% 4,995 21% Malaysia 3,467 16% 3,442 14% Vietnam 1,981 9% 1,619 7% Other countries 1,238 6% 1,185 5% 21,694 100% 24,191 100% Multi-industry conglomerates 8,590 39% 9,989 41% Electronics 7,539 35% 7,496 31% Property 4,719 22% 5,883 24% 846 4% 823 4% 21,694 100% 24,191 100% By country: Singapore By industry sectors: Others At the end of the reporting period, approximately: - 21% (2014: 19%) of the Group’s trade receivables were due from 5 major customers who are multi-industry conglomerates located in Singapore. - 11% (2014: 9%) of the Group’s trade and other receivables were due from related parties while almost all of the Company’s receivables were balances with related parties. Financial assets that are neither past due nor impaired FRS 107.34.a, 34.c and AGB8 FRS 107.36.c Trade and other receivables that are neither past due nor impaired are with creditworthy debtors with good payment record with the Group. Cash and short-term deposits, investment securities and derivatives that are neither past due nor impaired are placed with or entered into with reputable financial institutions or companies with high credit ratings and no history of default. Financial assets that are either past due or impaired FRS 107.37 Information regarding financial assets that are either past due or impaired is disclosed in Note 21 (Trade and other receivables) and Note 22 (Investment securities). XYZ Holdings (Singapore) Limited | 167 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) a) Credit risk (continued) Commentary: Credit risk relating to financial assets or financial liabilities at fair value through profit or loss Ê In this illustration, no financial instrument has been designated as financial assets or financial liabilities at fair value through profit or loss. If an entity has designated a loan or receivable or financial liability as at fair value through profit or loss, FRS 107 requires further disclosures regarding the maximum credit risk exposures of such receivables and the amount by which any related credit derivatives or similar instruments mitigate that credit risk exposure; changes in fair value during the period and cumulatively, of such loan or receivable or financial liabilities that is attributable to changes in credit risk (including the methods of determining such fair value changes) and of any related credit derivatives or similar instruments; and the difference between the financial liability’s carrying amount and the contractual repayment amount. FRS 107.9-11 Disclosure of maximum exposure to credit risk Ë For financial instruments where the carrying amount best represents the maximum exposure to credit risk, the disclosure of the maximum exposure to credit risk is not required. FRS 107.36.a Quantitative disclosures Ì Í FRS 107 requires the disclosure of summary quantitative data about an entity’s exposure to financial risk (e.g., credit risk, liquidity risk and market risk) that is based on the information provided internally to key management personnel of the entity (as defined in FRS 24, Related Party Disclosures), e.g., the board of directors or CEO. As such, the disclosures would be defined by the actual information used by management in managing financial risks, which may be different from those disclosed in this illustration. FRS 107.34.a In addition, if the above-mentioned quantitative data disclosed as at the end of the reporting period are unrepresentative of the entity’s exposure to risk during the period, the entity shall provide further information that is representative e.g., an entity might disclosed the highest, lowest and average amount of risk to which it was exposed during the period to meet the disclosure requirement. FRS 107.35 and IG20 The identification of concentrations of credit risk requires judgement taking into account the circumstances of the entity. Apart from country and industry sectors, other measures of credit risk concentrations may include credit rating or other measures of credit quality, limited number of individual counterparties, or groups of closely related counterparties. FRS 107.AGB8 and IG18 XYZ Holdings (Singapore) Limited | 168 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) b) Liquidity risk Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities. FRS 107.33.a-b, 39.c and IG5 The Group’s and the Company’s liquidity risk management policy is that not more than 20% (2014: 20%) of loans and borrowings (including overdrafts and convertible redeemable preference shares) should mature in the next one year period, and that to maintain sufficient liquid financial assets and stand-by credit facilities with three different banks. At the end of the reporting period, approximately 8% (2014: 15%) of the Group’s loans and borrowings will mature in less than one year based on the carrying amount reflected in the financial statements, excluding discontinued operation. None (2014: none) of the Company’s loans and borrowings will mature in less than one year at the end of the reporting period. Ê FRS 107.33.b, 39.c and AGB11F.e The Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. Access to sources of funding is sufficiently available and debt maturing within 12 months can be rolled over with existing lenders. FRS 107.34.a, 34.c and AGB8 FRS 107.AGB11F.a and c Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Group’s and the Company’s financial assets and liabilities at the end of the reporting period based on contractual undiscounted repayment obligations. Group One year or less 2015 2014 $’000 $’000 One to five Over five years years Total One year One to Over five or less five years years FRS 107.39.a, b and AGB11D Total Financial assets: Trade and other receivables Cash and short-term deposits Derivatives Total undiscounted financial assets 24,921 2,984 – 27,905 26,936 2,980 – 29,916 6,117 – – 6,117 4,858 – – 4,858 170 – – 170 105 – – 105 31,208 2,984 – 34,192 31,899 2,980 – 34,879 Financial liabilities: Trade and other payables 17,517 250 – 17,767 19,140 – – 19,140 Other liabilities 2,974 – – 2,974 2,579 – – 2,579 Loans and borrowings 1,189 12,817 4,275 18,281 2,290 12,659 3,277 18,226 685 – – 685 – – – – 22 – – 22 – – – – 22,387 13,067 4,275 39,729 24,009 12,659 3,277 39,945 Contingent consideration for business combination Derivatives Total undiscounted financial liabilities Total net undiscounted financial assets/ (liabilities) 8,821 (10,083) (4,275) (5,537) 7,890 (9,679) (3,277) (5,066) XYZ Holdings (Singapore) Limited | 169 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) b) Liquidity risk (continued) Company 2015 2014 $’000 $’000 One year or One to Over five less five years years Total One year One to Over five or less five years years Total Financial assets: Trade and other receivables Cash and short-term deposits 338 17,289 4,621 – Total undiscounted financial assets 4,959 17,289 Trade and other payables 470 Other liabilities 481 – 17,627 350 17,855 – 18,205 4,621 4,145 – – 4,145 – 22,248 4,495 17,855 – 22,350 – – 470 414 – – 414 – – 481 446 – – 446 – 4,682 2,084 6,766 – 3,796 2,540 6,336 951 4,682 2,084 7,717 860 3,796 2,540 7,196 4,008 12,607 (2,084) 14,531 3,635 14,059 (2,540) 15,154 Financial liabilities: Loans and borrowings Total undiscounted financial liabilities Total net undiscounted financial assets/ (liabilities) The table below shows the contractual expiry by maturity of the Group and Company’s contingent liabilities and commitments. The maximum amount of the financial guarantee contracts are allocated to the earliest period in which the guarantee could be called. 2015 2014 $’000 $’000 One to One year or five Over five less years years Total One year One to Over five or less five years years Total Group Financial guarantees 320 245 – 565 15 240 – 255 – 5,400 – 5,400 – 5,400 – 5,400 Company Financial guarantees XYZ Holdings (Singapore) Limited | 170 FRS 107.AGB11C.c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) b) Liquidity risk (continued) Commentary: Quantitative disclosures Ê Please refer to commentary no. 3 of Note 40(a) (Credit risk) Other factors to consider in disclosing liquidity risk The application guidance in FRS 107 illustrates the other factors that an entity might also consider disclosing which include, but are not limited to, whether the entity: (a) has committed borrowing facilities (e.g., commercial paper facilities) or other lines of credit (e.g., stand-by credit facilities) that it can access to meet liquidity needs; (b) holds deposits at central banks to meet liquidity needs; (c) has very diverse funding sources; (d) has significant concentrations of liquidity risk in either its assets or its funding sources; (e) has internal control processes and contingency plans for managing liquidity risk; (f) has instruments that include accelerated repayment terms (e.g., on the downgrade of the entity’s credit rating); (g) has instruments that could require the posting of collateral (e.g., margin calls for derivatives); (h) has instruments that allows the entity to choose whether it settles its financial liabilities by delivering cash (or another financial asset) or by delivering its own shares; or (i) has instruments that are subject to master netting agreements. FRS 107.AGB11F Maturity analysis for financial liabilities In this illustration, certain undiscounted payments presented differ from the carrying amount included in the balance sheet because the balance sheet amounts are based on discounted cash flows. FRS 107.AGB11D When the amount payable is not fixed, the maturity analysis is determined by reference to the conditions existing at the reporting date. For example, when the amount payable varies with changes in an index, the amount disclosed may be based on the level of the index at the reporting date. The number of time bands illustrated is only an example. An entity should use its judgement to determine the number of time bands that is suitable for the entity. When the counterparty has a choice of when an amount is paid, the liability is included on the basis of the earliest date on which the entity can be required to pay. For example, financial liabilities that the entity can be required to repay on demand are included in the earliest time band. XYZ Holdings (Singapore) Limited | 171 FRS 107.AGB11 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) b) Liquidity risk (continued) Commentary (continued): Maturities of financial assets held for liquidity purposes FRS 107.39.c requires an entity to describe how it manages the liquidity risk inherent in the items disclosed in the quantitative disclosures required in FRS 107.39.a and b. If financial assets are readily saleable or expected to generate cash inflows to meet cash outflows on financial liabilities and if that information is necessary to enable users of its financial statements to evaluate the nature and extent of liquidation risk. An entity shall disclose a maturity analysis of financial assets it holds for managing liquidity risks. FRS 107.AGB11E Quantitative liquidity risk disclosures FRS 107 specifies minimum liquidity risk disclosures, i.e., the contractual maturity analysis of financial liabilities, required by FRS 107.39. FRS 107 permits derivative liabilities to be excluded from the paragraph 39 maturity analysis, unless the “contractual maturities are essential for an understanding of the timing of the cash flows”. The application guidance cites an interest rate swap designated in a cash flow hedging relationship as an example of such an essential case. Given that the hedged cash flows are required to be highly probable, the swap would normally be expected to be held to maturity. For those derivatives included in the contractual maturity analysis, the guidance still requires gross cash flows to be disclosed for those derivatives which will involve a gross exchange of cash flows, such as currency swaps. FRS 107.AGB11B FRS 107.AGB11D Financial guarantees issued FRS 107 requires issued financial guarantee contracts to be recorded in the contractual maturity analysis based on the maximum amount guaranteed. They are to be allocated to the earliest date they can be drawn down, irrespective of whether it is likely that those guarantees will be drawn or the amount that is expected to be paid. Additional illustrative disclosures: Quantitative liquidity risk disclosures Illustrative disclosure for gross cash flows for those derivatives which will involve gross exchange of cash flows, such as currency swaps. Below is an illustration of such a presentation: Group $’000 One year One to Over five or less five years years Total Derivatives: - Interest rate swaps – settled net XXX – – XXX - Forward currency contracts – gross payments XXX – – XXX (XXX) – – (XXX) - Forward currency contracts – gross receipts XYZ Holdings (Singapore) Limited | 172 FRS 107.AGB11C.c XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) c) Interest rate risk Ê Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure to interest rate risk arises primarily from their loans and borrowings, interest-bearing loans given to related parties and investments in debt securities. The Group does not hedge its investment in fixed rate debt securities as they have active secondary or resale markets to ensure liquidity. The Company’s loans at floating rate given to related parties form a natural hedge for its non-current floating rate bank loan. All of the Group’s and the Company’s financial assets and liabilities at floating rates are contractually re-priced at intervals of less than 6 months (2014: less than 6 months) from the end of the reporting period. The Group’s policy is to manage interest cost using a mix of fixed and floating rate debts. The Group’s policy is to keep 40% to 70% (2014: 40% to 70%) of its loans and borrowings at fixed rates of interest. To manage this mix in a cost-efficient manner, the Group enters into interest rate swaps. At the end of the reporting period, after taking into account the effect of an interest rate swap, approximately 62% (2014: 58%) of the Group’s borrowings are at fixed rates of interest. Ë FRS 107.33.a- b and IG16 FRS 107.33.b and 34.a Sensitivity analysis for interest rate risk Ì At the end of the reporting period, if SGD interest rates Ê had been 75 (2014: 75) basis points lower/higher with all other variables held constant, the Group’s profit before tax would have been $20,000 (2014: $18,000) higher/lower, arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings, lower/higher interest income from floating rate loans to related parties and lower/higher positive fair value of an interest rate swap, and the Group’s other reserve in other comprehensive income would have been $30,000 (2014: $30,000) higher/lower, arising mainly as a result of an increase/decrease in the fair value of fixed rate debt securities classified as available-for-sale. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility as in prior years. XYZ Holdings (Singapore) Limited | 173 FRS 107.40, IG36 and AGB18 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) c) Interest rate risk Ê (continued) Commentary: Sources of interest rate risk Ê Interest rate risk arises on interest-bearing financial instruments recognised in the balance sheet (e.g., loans and receivables and debt instruments issued) and on some financial instruments not recognised in the balance sheet (e.g., some loan commitments). FRS 107.AGB22 Quantitative disclosures Ë Please refer to commentary no. 3 of Note 40(a) (Credit risk) Sensitivity analysis for market risk Ì FRS 107 requires disclosure of sensitivity analysis for each type of market risk to which an entity is exposed at the reporting date, showing how profit or loss and equity would have been affected by changes in the relevant risk variable that were reasonably possible at that date. These analyses shall be provided for the whole of an entity’s business. However, an entity may also “drill down” to provide different types of sensitivity analysis for different classes of financial instruments. FRS 107.40.a The sensitivity analysis should be based on changes in the risk variable that were reasonably possible at the reporting date having considered the economic environments in which the entity operates, the type of market risk concerned and the time frame over which the assessment is being made i.e., the period until the entity will next present the analysis e.g., next annual reporting period. A reasonably possible change should not include remote or “worst case” scenarios or “stress test”. FRS 107.AGB19 and IG35 An entity should also disclose the methods and assumptions used in preparing the sensitivity analysis, and changes from the previous period in the methods and assumptions used, including the reasons for such changes. FRS 107.40.b and c Instead of the sensitivity analysis illustrated, FRS 107 permits an entity to use a sensitivity analysis that reflects interdependencies between risk variables, such as a value-at-risk methodology, if it uses this analysis to manage its exposure to financial risks. This applies even if such a methodology measures only the potential for loss and does not measure the potential for gain. In such cases, the entity should also disclose an explanation of the method and objective of the analysis (e.g., whether the model relies on Monte Carlo simulations), the main parameters and assumptions used (e.g., the holding period and confidence level), and limitations that may result in the information disclosed not fully reflecting the fair value of assets and liabilities involved. FRS 107.41 and AGB20 When the sensitivity analyses disclosed are unrepresentative of a risk inherent in a financial instrument (e.g., because the end of the reporting period exposure does not reflect exposure during the financial year), the entity shall disclose that fact and the reason it believes the sensitivity analyses are unrepresentative, including additional disclosures regarding the risk inherent in that financial instrument. FRS 107.42 and IG37-40 In this illustration, company-level sensitivity analysis has not been disclosed because according to the assumed scenario, XYZ Holdings (Singapore) Limited is an investment holding company with no significant net exposure to market price risk. If this is not the case, the entity should provide company-level disclosures as appropriate. FRS 107.34.b XYZ Holdings (Singapore) Limited | 174 FRS 107.AGB21 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) c) Interest rate risk Ê (continued) Additional illustrative disclosures: Sensitivity analysis for interest rate risk Ê In this illustration, the interest rate risk sensitivity analysis has been performed for the effect of a change in SGD interest rates because it is relevant to the interest rate risk exposure of XYZ Holdings (Singapore) Limited. An entity might disclose a sensitivity analysis for interest rate risk for each currency in which the entity has material exposure to interest rate risk. Illustrative tabular disclosure of interest rate risk sensitivity analysis where more than one currency is involved: The table below demonstrates the sensitivity to a reasonably possible change in interest rates with all other variables held constant, of the Group’s profit before tax (through the impact on interest expense on floating rate loans and borrowings) and the Group’s equity (through the impact on other reserves for fixed rate debt securities classified as availablefor-sale). Group $’000 Increase/ decrease in basis points Effect on profit before tax Effect on equity - Singapore dollar +15 (XX) (XX) - US dollar +20 (XX) (XX) - Singapore dollar -10 XX XX - US dollar -15 XX XX - Singapore dollar +15 (XX) (XX) - US dollar +20 (XX) (XX) - Singapore dollar -10 XX XX - US dollar -15 XX XX 2015 2014 XYZ Holdings (Singapore) Limited | 175 FRS 107.IG34 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) d) Foreign currency risk Ê The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of Group entities, primarily SGD, Malaysian Ringgit (Ringgit) and Renminbi (RMB). The foreign currencies in which these transactions are denominated are mainly United States Dollars (USD). Approximately 23% (2014: 25%) of the Group’s sales are denominated in foreign currencies whilst almost 80% (2014: 83%) of costs are denominated in the respective functional currencies of the Group entities. The Group’s trade receivable and trade payable balances at the end of the reporting period have similar exposures. FRS 107.33.a and 34.a The Group and the Company also hold cash and short-term deposits denominated in foreign currencies for working capital purposes. At the end of the reporting period, such foreign currency balances are mainly in USD. FRS 107.33.a and 34.a The Group requires all of its operating entities to use forward currency contracts to eliminate the currency exposures on any individual transactions in excess of $100,000 for which payment is anticipated more than one month after the Group has entered into a firm commitment for a sale or purchase. The forward currency contracts must be in the same currency as the hedged item. It is the Group’s policy not to enter into forward contracts until a firm commitment is in place. It is the Group’s policy to negotiate the terms of the forward currency contracts to match the terms of the firm commitment to maximise hedge effectiveness. At 31 December 2015, the Group had hedged 75% (2014: 68%) and 70% (2014: 65%) of its foreign currency denominated sales and purchases respectively, for which firm commitments existed at the end of the reporting period, extending to March 2015 (2014: March 2015). The Group does not apply hedge accounting for such foreign currency denominated sales and purchases. FRS 107.33.b FRS 107.34.a The Group is also exposed to currency translation risk arising from its net investments in foreign operations, including Malaysia, People’s Republic of China (PRC) and Vietnam. The Group’s investment in its Vietnam subsidiary is hedged by a USD denominated bank loan, which mitigates structural currency exposure arising from the subsidiary’s net assets. The Group’s net investments in Malaysia and PRC are not hedged as currency positions in Ringgit and RMB are considered to be long-term in nature. Sensitivity analysis for foreign currency risk The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in the USD, RMB and Ringgit exchange rates against the respective functional currencies of the Group entities, with all other variables held constant. Group USD/SGD USD/RMB RMB/SGD 2015 2014 $’000 $’000 Profit before tax Profit before tax - strengthened 3% (2014: 3%) –30 –30 - weakened 3% (2014: 3%) +28 +28 - strengthened 4% (2014: 4%) –15 –12 - weakened 4% (2014: 4%) +15 +12 - strengthened 4% (2014: 4%) +57 +66 - weakened 4% (2014: 4%) –57 –66 +40 +68 –40 –68 Ringgit/SGD - strengthened 3% (2014: 4%) - weakened 3% (2014: 4%) XYZ Holdings (Singapore) Limited | 176 FRS 107.40 and AGB18 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) d) Foreign currency risk Ê (continued) Commentary: Disclosure of amounts denominated in foreign currencies Ê The disclosure of exposures to foreign currency amounts is required under the disclosure principles of FRS 107.31 (nature and extent of risks) as well as the specific requirement in FRS 107.34 to disclose summary quantitative data about the entity's exposure to risks (including foreign currency risks) arising from financial instruments. In this illustration, most of the information regarding foreign currency risk exposures is presented in Note 40(d), Note 21, Note 27 and Note 31. These disclosures include a mixture of quantitative data that are measured in dollar amounts (e.g., cash and short-term deposits amount denominated in foreign currency) as well as data that are not measured in dollar amounts, e.g., the exposures arising from trade receivables are represented by the percentage of total trade receivables denominated in foreign currencies. FRS 107.31 and 34 Each entity should customise the information disclosed according to its specific circumstances. Quantitative disclosures Please refer to commentary no. 3 of Note 40(a) (Credit risk) Sensitivity analysis for market risk Please refer to commentary no. 3 of Note 40(c) (Interest rate risk) According to FRS 107, foreign currency risk arises on financial instruments that are denominated in a foreign currency i.e., in a currency other than the functional currency in which they are measured. For the purpose of FRS 107, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency. Currency translation risk arising from its net investments in foreign operations does not fall within the definition of foreign currency risk according to FRS 107. Additional illustrative disclosures: Sensitivity analysis for market risk In the scenario illustrated, there is no impact (other than those affecting net profit) to equity arising from exposures to currency risk as defined by FRS 107. Illustrative disclosure if there are impact to equity arising from exposures to currency risk: The following table demonstrates the sensitivity of the Group’s profit before tax and equity to a reasonably possible change in the USD, RMB and Ringgit exchange rates against the respective functional currencies of the Group entities, with all other variables held constant. Group 2015 2014 $’000 $’000 Profit Equity Profit Equity before before tax tax USD/SGD USD/RMB RMB/SGD Ringgit/SGD - strengthened X% (2014: X%) - weakened X% (2014: X%) - strengthened X% (2014: X%) - weakened X% (2014: X%) - strengthened X% (2014: X%) - weakened X% (2014: X%) - strengthened X% (2014: X%) - weakened X% (2014: X%) –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX –XX +XX XYZ Holdings (Singapore) Limited | 177 FRS 107.AG B23 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 40. Financial risk management objectives and policies (continued) e) Market price risk Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates). The Group is exposed to equity price risk arising from its investment in quoted equity securities. These securities are quoted on the Singapore Exchange Securities Trading Limited (SGX-ST) in Singapore and are classified as held for trading or available-for-sale financial assets. The Group does not have exposure to commodity price risk. The Group’s objective is to manage investment returns and equity price risk using a mix of investment grade shares with steady dividend yield and non-investment grade shares with higher volatility. The Group’s policy is to limit its interest in the latter type of investments to 25% (2014: 25%) of its entire equity portfolio. Any deviation from this policy is required to be approved by the CEO and audit committee. At the end of the reporting period, 24% (2014: 19%) of the Group’s equity portfolio consist of noninvestment grade shares of companies operating in PRC and Singapore, while the remaining portion of the equity portfolio comprise investment grade shares included in the Straits Times Index (STI). Ê FRS 107.33.a FRS 107.33.b and 34.a Sensitivity analysis for equity price risk ËÌ At the end of the reporting period, if the STI had been 2% (2014: 2%) higher/lower with all other variables held constant, the Group’s profit before tax would have been $88,000 (2014: $78,000) higher/lower, arising as a result of higher/lower fair value gains on held for trading investments in equity instruments, and the Group’s other comprehensive income would have been $66,000 (2014: $77,000) higher/lower, arising as a result of an increase/decrease in the fair value of equity securities classified as available-for-sale. Commentary: Quantitative disclosures Ê Please refer to commentary no. 3 of Note 40(a) (Credit risk) Sensitivity analysis for market risk Ë Please refer to commentary no. 3 of Note 40(c) (Interest rate risk) Ì In this illustration, the sensitivity analysis for equity price risk has been performed by analysing the effect of a reasonably possible change in STI on the fair value of the equity instruments held by the Group, as it is assumed that all the quoted equity securities held by the Group are listed in Singapore. XYZ Holdings (Singapore) Limited | 178 FRS 107.40, AGB17-18 and AGB25-27 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 41. Capital management Ê FRS 1.134 Capital includes debt and equity items as disclosed in the table below. FRS 1.135.a.i The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. FRS 1.135.a The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2015 and 31 December 2014. FRS 1.135.a and c As disclosed in Note 34(c), a subsidiary of the Group is required by the Foreign Enterprise Law of the PRC to contribute to and maintain a non-distributable statutory reserve fund whose utilisation is subject to approval by the relevant PRC authorities. This externally imposed capital requirement has been complied with by the above-mentioned subsidiary for the financial years ended 31 December 2015 and 2014. Ë The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s policy is to keep the gearing ratio between 20% and 40%. The Group includes within net debt, loans and borrowings (excluding convertible redeemable preference shares), trade and other payables, less cash and short-term deposits excluding discontinued operations. Capital includes convertible redeemable preference shares, equity attributable to the owners of the Company less the fair value adjustment reserve and the abovementioned restricted statutory reserve fund. Group 2015 2014 $’000 Loans and borrowings (Note 30) 14,604 15,478 Trade and other payables (Note 31) 17,717 19,140 - Convertible redeemable preference shares (Note 30) - Cash and short-term deposits (Note 27) Net debt Convertible redeemable preference shares Equity attributable to the owners of the Company Less: - Fair value adjustment reserve - Statutory reserve fund (450) (428) (6,117) (4,858) 25,754 29,332 450 428 72,669 66,927 (672) (903) (436) (740) Total capital 71,544 66,179 Capital and net debt 97,298 95,551 26% 31% Gearing ratio FRS 1.135.a FRS 1.135.b $’000 Less: FRS 1.135.a.ii and d XYZ Holdings (Singapore) Limited | 179 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 41. Capital management Ê (continued) Commentary: Disclosure of capital management information according to entity specific circumstances Ê FRS 1 requires the disclosure of information (as provided to key management personnel) that enables users of financial statements to evaluate the entity’s objectives, policies and processes for managing capital, including (but not limited to) a description and summary quantitative data of what it manages as capital, the presence and impact of externally imposed capital requirements and how the entity is meeting its objectives for managing capital etc. This note as well as FRS 1.IG10 provide illustrative examples of such disclosures of an entity that is not a regulated financial institution. FRS 1.134 and 135 It is important to note that the illustration provided in this note is based on certain assumed facts regarding circumstances surrounding XYZ Holdings (Singapore) Limited and its objectives, policies and processes for managing capital. For example, a gearing ratio with a specific measurement basis has been disclosed as this is the measure used to monitor capital. The Group considers both capital and net debt as relevant components of funding, hence part of its capital management. Other entities may use different methods to monitor capital or use gearing ratios with different measurement bases. Disclosures would have to be customised in the light of specific facts and circumstances applicable to the entity. Also, an entity may manage capital in a number of ways and be subject to a number of different capital requirements. For example, a conglomerate may include entities that undertake insurance and banking activities, and those entities may also operate in several jurisdictions. When an aggregate disclosure of capital requirements and how capital is managed would not provide useful information or distorts a financial statement user’s understanding of an entity’s capital resources, the entity shall disclose separate information for each capital requirement to which the entity is subject to. FRS 1.136 Externally imposed capital requirement Ë In this illustration, it is assumed that the externally imposed capital requirement has been complied with. When an entity has not complied with externally imposed capital requirements, the consequences of such non-compliance shall be disclosed. FRS 1.IG 11 has an example that illustrates the application of FRS 1.135.e when an entity has not complied with externally imposed capital requirement during the period. XYZ Holdings (Singapore) Limited | 180 FRS 1.135.e XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 42. Segment information Ê FRS 108.20, 21.a For management purposes, the Group is organised into business units based on their products and services, and has four reportable segments as follows: I. The electronic components segment is a supplier of digital and analogue electronic components for consumer and industrial-grade electronics for manufacturers. This reportable segment has been formed by aggregating the customer electronic components segment and the industrial-grade electronics segment, which are regarded by management to exhibit similar economic characteristics. In making this judgement, management considers the products and services offered by these segments such as specialised electronic components, energy efficiency, and electrical architecture are in the areas of common and the segments share common production facilities and usage of similar raw materials in the production process. Ë FRS 108.22 FRS 108.12 FRS 108.22.aa II. The property segment is in the business of constructing, developing and leasing out of residential and commercial properties. III. The corporate segment is involved in Group-level corporate services, treasury functions and investments in marketable securities. IV. The fire prevention equipment and services segment produces and installs extinguishers, fire prevention equipment and fire retardant fabrics. This segment has been classified as a discontinued operation during the financial year (Note 11). FRS 108.27 FRS 108.28.b Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties. XYZ Holdings (Singapore) Limited | 181 FRS 108.27.a XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 42. Segment information Ê (continued) Electronic components Property Fire prevention equipment and services (Discontinued operation) Ì Corporate Adjustments and eliminations Notes Per consolidated financial statements FRS 108.20,21.b 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 105,292 103,965 31,428 38,606 – – 13,152 14,598 (13,152) (14,598) A 136,720 142,571 FRS 108.23.a and 32 Inter-segment – – – – 265 120 – – (265) (120) B – – FRS 108.23.b Total revenue 105,292 103,965 31,428 38,606 265 120 13,152 14,598 (13,417) (14,718) 136,720 142,571 Interest income Í – – – – 430 327 – – – – 430 327 FRS 108.23.c Dividend income – – – – 526 406 – – – – 526 406 FRS 108.23.f Fair value gains on investment properties – – 489 129 – – – – – – 489 129 FRS 108.23.f 2,188 2,092 925 883 150 115 150 125 3,263 3,090 FRS 108.23.e - - 151 128 - - - - 151 128 FRS 108.23.g – 94 657 234 – – – – 500 – – – – – 650 – FRS 108.23.g FRS 36.129.a FRS 108.23.f Revenue: External customers Results: Depreciation and amortisation Share of results of joint ventures Share of results of associates Impairment of non-financial assets – – (650) – – 1,121 754 107 95 310 218 6,035 5,698 2,001 2,635 452 438 - - 1,674 1,523 - - - - - - (880) A - Segment profit/(loss) (193) – (125) Other non-cash expenses (551) – (150) – (1,462) 657 328 A 500 – C 1,538 1,067 FRS 108.23.i D 7,057 7,116 FRS 108.23 1,674 1,523 FRS 108.24.a Assets: Investment in joint ventures Investment in associates – 566 10,595 9,755 – – – – – – 10,595 10,321 FRS 108.24.a 8,134 2,872 2,803 1,560 758 221 – – – – E 11,695 4,653 FRS 108.24.b Segment assets Î 76,689 73,426 20,449 19,200 12,450 11,960 2,270 2,450 12,489 12,128 F 124,347 119,164 FRS 108.23 Segment liabilities Î 16,076 15,748 10,383 8,152 1,314 1,189 1,043 1,130 20,779 24,096 G 49,595 50,315 FRS 108.23 Additions to non-current assets XYZ Holdings (Singapore) Limited | 182 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 42. Segment information Ê (continued) Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements Ï A The amounts relating to the fire prevention equipment and services segment has been excluded to arrive at amounts shown in profit or loss as they are presented separately in the statement of comprehensive income within one line item, “loss from discontinued operation, net of tax”. B Inter-segment revenues are eliminated on consolidation. C Other non-cash expenses consist of amortisation of land use rights, sharebased payments, inventories written-down, provisions, and impairment of financial assets as presented in the respective notes to the financial statements. FRS 108.28.e D The following items are added to/(deducted from) segment profit to arrive at “profit before tax from continuing operations” presented in the consolidated income statement: FRS 108.28.b Segment results of discontinued operation Share of results of joint ventures Share of results of associates Profit from inter-segment sales Finance costs Unallocated corporate expenses 2015 2014 $’000 $’000 551 151 193 128 657 (105) 328 (50) (1,715) (419) (1,512) (549) (880) (1,462) Additions to non-current assets consist of additions to property, plant and equipment, investment properties and intangible assets. F The following items are added to/(deducted from) segment assets to arrive at total assets reported in the consolidated balance sheet: Investment in associates Deferred tax assets Inter-segment assets G 2015 2014 $’000 $’000 1,674 10,595 1,523 10,321 470 (250) 463 (179) 12,489 12,128 The following items are added to/(deducted from) segment liabilities to arrive at total liabilities reported in the consolidated balance sheet: 2015 Deferred tax liabilities Income tax payable Loans and borrowings (including discontinued operation) Inter-segment liabilities FRS 108.28.a and b FRS 108.28.a E Investment in joint ventures FRS 108.21.c 2014 $’000 $’000 2,378 2,927 1,926 6,734 15,604 (25) 15,478 (20) 20,779 24,069 XYZ Holdings (Singapore) Limited | 183 FRS 108.28.c FRS 108.28.d XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 42. Segment information Ê (continued) Geographical information FRS 108.33.a and b FRS 108.20 Revenue and non-current assets information based on the geographical location of customers and assets respectively are as follows: Revenues Non-current assets 2015 2014 2015 2014 $’000 $’000 $’000 $’000 Singapore 76,432 86,464 20,570 19,346 People’s Republic of China 32,970 33,005 15,896 15,591 Malaysia 20,990 20,440 5,061 4,138 3,010 Vietnam and others Discontinued operation 19,480 17,260 3,082 (13,152) (14,598) (1,016) 136,720 142,571 43,593 FRS 108.33.a.i and b.i 42,085 Non-current assets information presented above consist of property, plant and equipment, investment properties, intangible assets, and land use rights as presented in the consolidated balance sheet. Information about a major customer Revenue from one major customer amount to $15,102,000 (2014: $16,080,000), arising from sales by the electronics components segment. FRS 108.34 Commentary: Information about segment profit or loss Ê In addition to a measure of profit or loss and total assets for each reportable segments, entities are required to disclose the following about each reportable segment if the specified amounts are included in the measure of segment profit or loss reviewed by the chief operating decision maker (CODM), or are otherwise regularly provided to the CODM, even if not included in that measure of segment profit or loss: (a) Revenues from external customers (b) Revenues from transactions with other operating segments of the same entity (c) Interest revenue (d) Interest expense* (e) Depreciation and amortisation (f) Material items of income and expense disclosed in accordance with paragraph 86 of FRS 1 Presentation of Financial Statements (g) The entity’s interest in profit or loss of associates and joint ventures accounted for by the equity method (h) Income tax expense or income* (i) Material non-cash items other than depreciation and amortisation * In this illustration, interest expense and income tax expense have not been disclosed by segment as these items are managed on a group basis, and are not provided to the CODM at the operating segment level. XYZ Holdings (Singapore) Limited | 184 FRS 108.23 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 42. Segment information Ê (continued) Commentary (continued): Amendments to FRS 108 Operating Segments Ë The Amendments to FRS 108 Operating Segments included in the Improvements to FRSs (January 2014) which was effective for annual period beginning on or after 1 July 2014 clarifies that an entity must disclose judgements made by management in applying the aggregation criteria in paragraph 12 of FRS 108, including a brief description of operating segments that have been aggregated and the economic characteristics (e.g. sales and gross margins) used to assess whether the segments are ‘similar’. The amendment also clarifies that the reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities. The Group has applied aggregation criteria in FRS 108.12 and the disclosure of the judgements made by management in aggregating the segments is disclosed accordingly. In addition, the Group has presented the reconciliation of segment assets to total assets in previous periods and continue to disclose the same above in these financial statements as the reconciliation is reported to the chief operating decision maker for the purpose of decision making. Discontinued operation Ì FRS 108 does not provide specific disclosure requirements for an operating segment classified as discontinued operation. An entity is therefore not required to provide such segment information as long as the classification criteria held for sale is met. It is however allowed to continue to present segment information as long as the definition as operating segment is met. FRS 108.13 In this illustration, an entire reportable segment has been classified as discontinued operation in the current period. As this operating segment still meet the quantitative thresholds for separate reporting, it continues to be reported in the segment information. Interest income Í An entity shall report interest revenue separately from interest expense for each reportable segment unless a majority of the segment’s revenues are from interest and the CODM relies primarily on net interest revenue to assess the performance of the segment and make decisions about resources to be allocated to the segment. In that situation, an entity may report that segment’s interest revenue net of its interest expense and disclose that it has done so. FRS 108.23 Disclosure of operating segment assets and segment liabilities Î Disclosure of operating segment assets and liabilities are required only where such measures are provided to the CODM. FRS 108.23 Explanation of measurements of segment profit or loss, segment assets and segment liabilities Ï If not apparent from the disclosures of reconciliations in this note, entities are required to disclose further information regarding the nature of differences between the measurements of segment profit or loss, segment assets, segment liabilities, and the entity’s profit or loss before tax and discontinued operations, assets and liabilities. Those differences could include accounting policies and policies for allocation of centrally incurred costs, jointly used assets, jointly utilised liabilities that are necessary for an understanding of the reported segment information. The following should also be disclosed, where applicable: - The nature of any changes from prior periods in the measurement methods used to determine reported segment profit or loss and the effect, if any, of those changes on the measure of segment profit or loss. - The nature and effect of any asymmetrical allocations to reportable segments. For example, an entity might allocate depreciation expense to a segment without allocating the related depreciable assets to that segment. XYZ Holdings (Singapore) Limited | 185 FRS 108.27.b-d FRS 108.27.e-f XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 42. Segment information Ê (continued) Commentary (continued): Information about segment profit or loss An entity should disclose: (a) Revenues from external customers (i) attributed to the entity’s country of domicile; and (ii) attributed to all foreign countries in total from which the entity derives revenues. If revenues from external customers attributed to an individual foreign country are material, those revenues should be disclosed separately. An entity should disclose the basis for attributing revenues from external customers to individual countries. (b) Non-current assets other than financial instruments, deferred tax assets, postemployment benefit assets, and rights arising under insurance contracts (i) located in the entity’s country of domicile and (ii) located in all foreign countries in total in which the entity holds assets. If assets in an individual foreign country are material, those assets should be disclosed separately. FRS 108.33 Information about major customers For the purposes of disclosing information about major customers, a group of entities known to a reporting entity to be under common control shall be considered a single customer, and a government (national, state, provincial, territorial, local or foreign) and entities known to the reporting entity to be under the control of that government shall be considered a single customer. FRS 108.34 43. Dividends Group and Company 2015 2014 $’000 $’000 1,001 1,025 612 557 1,613 1,582 1,008 1,001 Declared and paid during the financial year: Dividends on ordinary shares: - Final exempt (one-tier) dividend for 2014: 4.34 cents (2012: 4.45 cents) per share - Interim exempt (one-tier) dividend for 2015: 2.49 cents (2014: 2.41 cents) per share Proposed but not recognised as a liability as at 31 December: Dividends on ordinary shares, subject to shareholders’ approval at the AGM: - Final exempt (one-tier) dividend for 2015: 4.10 cents (2014: 4.34 cents) per share XYZ Holdings (Singapore) Limited | 186 FRS 1.137.a, FRS 10.12 XYZ Holdings (Singapore) Limited and its subsidiaries Notes to the financial statements For the financial year ended 31 December 2015 44. Events occurring after the reporting period On 14 January 2015, a building of the Group, with net carrying value of $900,000, was severely damaged by fire and inventories with net carrying value of $157,000 were lost. It is expected that insurance proceeds will fall short of the costs of rebuilding and loss of inventories by $250,000. The financial statements for the year ended 31 December 2015 have not been adjusted for the financial effect of this incident. On 15 February 2015, the Company completed the disposal of one of its wholly-owned subsidiary, Good Fire Prevention Pte Ltd (GFP), which has been classified as discontinued operation (Note 11) as at 31 December 2015, for a cash consideration of $150,000. FRS 10.21 and 22.d FRS 10.21 and 22.a 45. Authorisation of financial statements for issue The financial statements for the year ended 31 December 2015 were authorised for issue in accordance with a resolution of the directors on 27 February 2016. XYZ Holdings (Singapore) Limited | 187 FRS 10.17 XYZ Holdings (Singapore) Limited Appendix A-1 Consolidated statement of comprehensive income in one statement – illustrating the analysis of expenses by nature Illustrating the Statement of Comprehensive Income in one statement with the analysis of expenses by nature: 2015 $’000 2014 $’000 X 136,720 142,571 X 430 526 1,511 327 406 886 Note Continuing operations Revenue Other items of income Interest income Dividend income from investment securities Other income Items of expense Raw materials and consumables used Changes in inventories of finished goods and work-in-progress Employee benefits expense Depreciation and amortisation expense Impairment losses Net foreign exchange loss Finance costs Other expenses Share of results of joint venture Share of results of associates Profit before tax from continuing operations Income tax expense Profit from continuing operations, net of tax Discontinued operation Loss from discontinued operation, net of tax Profit for the year X X X X X (98,607) (2,203) (20,502) (3,113) (833) (136) (1,715) (5,829) (92,367) (16,631) (19,024) (2,965) (425) (145) (1,512) (4,461) 151 657 7,057 (1,557) 5,500 128 328 7,116 (1,687) 5,429 (544) 4,956 (188) 5,241 1,250 62 1,312 2,404 10 2,414 FRS 1.81A.a, FRS 1.102 FRS 1.82.a, FRS 1.102 FRS 1.102 FRS 18.35.b.iii FRS 18.35.b.v FRS 1.99 FRS 1.102 FRS 1.102 FRS 1.102 FRS 1.102 FRS 1.85 FRS 21.52.a FRS 1.82.b FRS 1.102 FRS 1.82.c FRS 1.82.c FRS 1.85 FRS 1.82.d, FRS 12.77 FRS 1.85 FRS 1.82.ea, FRS 105.33.a & 33A FRS 1.81A.a Other comprehensive income: Items that will not be reclassified to profit or loss: Net surplus on revaluation of freehold land and buildings Share of gain on property revaluation of associates Ë Items that may be reclassified subsequently to profit or loss: Net gain on fair value changes of available-for-sale financial assets Foreign currency translation 174 (181) (7) 98 (82) 16 FRS 1.82A.a FRS 1.82A.a, FRS 16.77.f FRS 1.82A.a, FRS 28.39 FRS 1.82A.b FRS 1.82A.b FRS 1.82A.b, FRS 21.52.b Other comprehensive income for the year, net of tax 1,305 2,430 FRS 1.81A.b Total comprehensive income for the year 6,261 7,671 FRS 1.81A.c 5,320 (544) 4,776 5,029 (188) 4,841 FRS 105.33.d FRS 105.33.d FRS 1.81B.a.ii 180 180 400 400 FRS 1.81B.a.i 6,091 170 6,261 7,211 460 7,671 FRS 1.81B.b.ii FRS 1.81B.b.i 6,585 (494) 6,091 7,379 (168) 7,211 FRS 105.33.d FRS 105.33.d Profit for the year attributable to: Owners of the Company Profit from continuing operations, net of tax Loss from discontinued operation, net of tax Non-controlling interests Profit from continuing operations, net of tax Loss from discontinued operation, net of tax Total comprehensive income attributable to: Owners of the Company Non-controlling interests Attributable to: Owners of the Company Total comprehensive income from continuing operations, net of tax Total comprehensive income from discontinued operations, net of tax X X XYZ Holdings (Singapore) Limited | 188 XYZ Holdings (Singapore) Limited Appendix A-1 Consolidated statement of comprehensive income in one statement – illustrating the analysis of expenses by nature Illustrating the Statement of Comprehensive Income in one statement with the analysis of expenses by nature (continued): Note 2015 $’000 2014 $’000 FRS 1.81A.a, FRS 1.102 Earnings per share from continuing operations attributable to owners of the Company (cents per share) Basic Diluted X X 22.98 22.73 21.81 21.58 FRS 33.66 FRS 33.66 Earnings per share (cents per share) Basic Diluted X X 20.63 20.17 21.00 20.53 FRS 33.66 FRS 33.66 Commentary: Tax effects related to each component of other comprehensive income An entity may present components of other comprehensive income either: FRS 1.91 (a) net of related tax effects, as illustrated in the statement of comprehensive income, or (b) before related tax effects with one amount shown for the aggregate amount of income tax relating to those items. If an entity elects alternative (b), it shall allocate the tax between the items that might be reclassified subsequently to the profit or loss section and those that will not be reclassified subsequently to the profit or loss section. Ë In this illustration, the share of other comprehensive income of associates relates to property revaluation attributable to owners of the associates, an item which will not be reclassified to profit or loss subsequently. FRS 1.82A If an entity has share of other comprehensive income of associates which relates to items that may be reclassified subsequently to profit or loss, the item shall be presented under the group of items that may be reclassified subsequently to profit or loss. XYZ Holdings (Singapore) Limited | 189 XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of summary of significant accounting policies illustrating accounting policies relating to hedge accounting: X. X.X Summary of significant accounting policies Hedge accounting The Group applies hedge accounting for certain hedging relationships which qualify for hedge accounting. FRS 107.21 For the purpose of hedge accounting, hedges are classified as: § § § fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm commitment; or hedges of a net investment in a foreign operation. At the inception of a hedging relationship, the Group formally designates and documents the hedging relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated. FRS 39.86.a FRS 39.86.b FRS 39.86.c FRS 39.88 Hedges which meet the strict criteria for hedge accounting are accounted for as follows: Fair value hedges The change in the fair value of a hedging derivative is recognised in profit or loss in finance costs. The change in the fair value of the hedged item attributable to the risk hedged is recorded as a part of the carrying value of the hedged item and is also recognised in profit or loss in finance costs. FRS 39.89 For fair value hedges relating to items carried at amortised cost, the adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the effective interest rate method. Effective interest rate amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. FRS 39.92 When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. FRS 39.93 The Group has an interest rate swap that is used as a hedge for the exposure of changes in the fair value of its X% fixed rate secured loan. See Note X for more details. XYZ Holdings (Singapore) Limited | 190 XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of summary of significant accounting policies illustrating accounting policies relating to hedge accounting (continued): X. X.X Summary of significant accounting policies (continued) Hedge accounting (continued) Cash flow hedges The effective portion of the gain or loss on the hedging instrument is recognised directly in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in profit or loss in other expenses. FRS 39.95 The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecasted transactions and firm commitments, as well as forward commodity contracts for its exposure to volatility in the commodity prices. The ineffective portion relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to commodity contracts is recognised in other operating income. Refer to Note X for more details. Amounts recognised as other comprehensive income are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as other comprehensive income are transferred to the initial carrying amount of the non-financial asset or liability. FRS 39.97, 98 and 100 If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognised in equity is transferred to profit or loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognised in other comprehensive income remains in other comprehensive income until the forecast transaction or firm commitment affects profit or loss. FRS 39.101 Hedges of a net investment Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised as other comprehensive income while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is transferred to profit or loss. The Group uses a loan as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries. Refer to Note X for more details. XYZ Holdings (Singapore) Limited | 191 FRS 39.102 XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of notes to the financial statements illustrating the disclosures of fair value hedge accounting: X. X.X Hedging activities Fair value hedges Ê At 31 December 2015, the Group had an interest rate swap agreement in place with a notional amount of USDXXX ($XXX) (2014: nil) whereby the Group receives a fixed rate of interest of X.XX% and pays a variable rate equal to LIBOR+X% on the notional amount. The swap is being used to hedge the exposure to changes in the fair value of its X.XX% secured loan. FRS 107.22 FRS 107.24.a The decrease in fair value of the interest rate swap of $XXX (2014: nil) has been recognised in finance costs and offset with a similar gain on the bank borrowings. The ineffectiveness recognised in 2015 was immaterial. Commentary: Disclosure requirement regarding fair value hedges Ê FRS 107 requires separate disclosures of the amount of gain or loss on the hedging instrument and on the hedged item attributable to the hedged risk in a fair value hedge relationship. XYZ Holdings (Singapore) Limited | 192 FRS 107.24.a XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of notes to the financial statements illustrating the disclosures of cash flow hedge accounting: X. X.X Hedging activities Cash flow hedges Ê Foreign currency risk Foreign currency forward contracts measured at fair value through other comprehensive income are designated as hedging instruments in cash flow hedges of forecast sales in the United States and forecast purchases in the United Kingdom. These forecast transactions are highly probable, and they comprise about 25% of the Group’s total expected sales and about 65% of its total expected purchases. FRS 107.23.a While the Group also enter into other foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases, these other contracts are not designated in hedge relationships and are measured at fair value through profit and loss. The foreign exchange forward contract balances vary with the level of expected foreign currency sales and purchases and changes in foreign exchange forward rates. 2015 Group 2014 Assets Liabilities Assets Liabilities $’000 $’000 $’000 $’000 XXX (XXX) XXX (XXX) Foreign currency forward contracts Fair value The terms of the foreign currency forward contracts have been negotiated for the expected highly probable forecast transactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss. Notional amounts are as provided in Note X. FRS 107.24.b The cash flow hedges of the expected future sales in January 2016 were assessed to be highly effective and a net unrealised gain of $XXX, with a deferred tax liability of $XXX relating to the hedging instruments, is included in other comprehensive income. FRS 107.23.c The cash flow hedges of the expected future purchases in February and March 2016 were assessed to be highly effective, and as at 31 December 2015, a net unrealised loss of $XXX, with a related deferred tax asset of $XXX was included in other comprehensive income in respect of these contracts. FRS 107.23.c At the end of December 2014, the cash flow hedges of the expected future sales in the first quarter of 2015 were assessed to be highly effective and an unrealised gain of $XXX with a deferred tax liability of $XXX was included in other comprehensive income in respect of these contracts. The cash flow hedges of the expected future purchases in the first quarter of 2015 were also assessed to be highly effective and an unrealised loss of $XXX, with a deferred tax asset of $XXX was included in other comprehensive income in respect of these contracts. FRS 107.23.c The amount removed from other comprehensive income during the year and included in the carrying amount of the hedging items as a basis adjustment was immaterial for both 2015 and 2014. The amounts retained in other comprehensive income at 31 December 2015 are expected to mature and affect profit or loss in 2016. FRS 107.23.d, e and a XYZ Holdings (Singapore) Limited | 193 XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of notes to the financial statements illustrating the disclosures of cash flow hedge accounting: X. X.X Hedging activities Cash flow hedges Ê (continued) Commodity price risk The Group purchases copper on an ongoing basis as its operating activities in the electronic division require a continuous supply of copper for the production of its electronic devices. The increased volatility in copper price over the past 12 months has led to the decision to enter into commodity forward contracts These contracts, which commenced on 1 July 2015, are expected to reduce the volatility attributable to price fluctuations of copper. Hedging the price volatility of forecast copper purchases is in accordance with the risk management strategy outlined by the Board of Directors. The hedging relationships are for a period between 3 to 12 months based on existing purchase agreements. The Group designated only the spot-to-spot movement of the entire commodity purchase price as the hedged risk. The forward points of the commodity forward contracts are therefore excluded from the hedge designation. Changes in fair value of the forward points are recognised in profit or loss in ‘Other expenses’ were immaterial during the year. As at 31 December 2015, the fair value of outstanding commodity forward contracts amounted to a liability of $XXX. The ineffectiveness recognised in ‘Other expenses’ in profit or loss for the current year was $XXX (see Note X). The cumulative effective portion of $XXX is reflected in other comprehensive income and will affect the profit or loss in the first six months of 2016. XYZ Holdings (Singapore) Limited | 194 XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of notes to the financial statements illustrating the disclosures of cash flow hedge accounting: (continued) X. X.X Hedging activities Cash flow hedges Ê (continued) Hedging reserve The cash flow hedge reserve contains the effective portion of the cash flow hedge relationships incurred as at the reporting date. $XXX are made up of the net movements in cash flow hedges and the effective portion of the forward commodity contract, net of tax. X.X FRS 1.79.b Components of other comprehensive income Group 2015 2014 $’000 $’000 FRS 1.97 Net movement on cash flow hedges: Gain/ (losses) arising during the year – Commodity forward contracts (XXX) (XXX) – Foreign currency forward contracts (XXX) – XXX XXX (XXX) XXX Reclassification adjustments for gains included in the statement of comprehensive income FRS 1.92, FRS 107.23.d Commentary: Disclosure requirements regarding cash flow hedges Ê Where applicable, FRS 107 requires the disclosure of the ineffectiveness recognised in profit or loss that arises from cash flow hedges. FRS 107.24.b FRS 107 requires the disclosure of the amount of gain or loss on a hedging instrument in a cash flow hedge relationship reclassified from equity to profit or loss, showing the amount included in each line in the statement of comprehensive income. FRS 107.23.d XYZ Holdings (Singapore) Limited | 195 XYZ Holdings (Singapore) Limited Appendix A-2 Hedge accounting Extracts of notes to the financial statements illustrating the disclosures of hedge of net investments in foreign operations: X. X.X Hedging activities Hedge of net investments in foreign operations Included in loans at 31 December 2015 was a borrowing of USDXXX which has been designated as a hedge of the net investment in the two subsidiaries in the United States, XX Inc. and XXX Inc. This borrowing is being used to hedge the Group’s exposure to foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to other comprehensive income to offset any gains or losses on translation of the net investments in the subsidiaries. There is no ineffectiveness in the years ended 31 December 2015 and 2014. Ê X.X Foreign currency translation reserve The foreign currency translation reserve is also used to record the effect of hedging of net investments in foreign operations. X.X FRS 107.22 FRS 1.79.b Components of other comprehensive income Group Net gains/(losses) on hedge of net investment 2015 2014 $’000 $’000 XXX (XXX) FRS 1.97 Commentary: Disclosure requirement regarding hedges of net investments in foreign operations Ê Where applicable, FRS 107 requires the disclosure of the ineffectiveness recognised in profit or loss that arises from hedges of net investments in foreign operations. XYZ Holdings (Singapore) Limited | 196 FRS 107.24.c XYZ Holdings (Singapore) Limited Appendix A-3 Agreements for the construction of real estate Extract of summary of significant accounting policies illustrating accounting policies relating to agreements for the construction of real estate: X. X.X Significant accounting policies Revenue X) Sale of completed development property A development property is regarded as sold when the significant risks and returns have been transferred to the buyer, which is normally on unconditional exchange of contracts. For conditional exchanges, sales are recognised only when all the significant conditions are satisfied. FRS 18.14 XX) Sale of development property under construction Where development property is under construction and agreement has been reached to sell such property when construction is complete, the Directors consider whether the contract comprises: - A contract to construct a property; or - A contract for the sale of completed property a) Where a contract is judged to be for the construction of a property, revenue is recognised using the percentage of completion method as construction progresses. b) Where the contract is judged to be for the sale of a completed property, revenue is recognised when the significant risks and rewards of ownership of the real estate have been transferred to the buyer (i.e. revenue is recognised using the completed contract method). i) ii) If, however, the legal terms of the contract are such that the construction represents the continuous transfer of work in progress to the purchaser, the percentage of completion method of revenue recognition is applied and revenue is recognised as work progresses. In Singapore context, INT FRS 115 includes an accompanying note on the application of INT FRS 115 in Singapore which requires the percentage of completion method of revenue recognition to be applied to sale of private residential properties in Singapore prior to completion of the properties that are regulated under the Singapore Housing Developers (Control and Licensing) Act (Chapter 130) and uses the standard form of sale and purchase agreements (SPAs) prescribed in the Housing Developers Rules. The accompanying note to INT FRS 115 does not address the accounting treatment for other SPAs, including SPAs with a Deferred Payment Scheme feature in Singapore. In the above situations (i) and (ii), the percentage of work completed is measured based on the costs incurred up until the end of the reporting periods as a proportion of total costs expected to be incurred. Ê FRS 18.14 INT FRS 115.13 INT FRS 115.17 INT FRS 115.20.a INT FRS 115.17, INT FRS 115.20.c Commentary: Stage of completion Ê The stage of completion of a contract may be determined in a variety of ways. The entity uses the method that measures reliably the work performed. Depending on the nature of the contract, other acceptable methods include surveys of work performed and completion of a physical proportion of the contract work. XYZ Holdings (Singapore) Limited | 197 INT FRS 115.17 FRS 11.30 XYZ Holdings (Singapore) Limited Appendix A-3 Agreements for the construction of real estate Extract of summary of significant accounting judgements and estimates relating to revenue recognition on development property under construction: X. X.X Significant accounting judgements and estimates Key sources of estimation uncertainty X) Revenue recognition on development property under construction The Group recognises revenue for pre-completion sales of certain types of properties by reference to the stage of completion using the percentage of completion method. The stage of completion is measured based on the costs incurred up until the end of the reporting periods as a proportion of total costs expected to be incurred. Significant assumptions are required to estimate the total contract costs and the recoverable variation works that affect the stage of completion and the revenue respectively. In making these estimates, management has relied on past experience and knowledge of the project engineers. The carrying amounts of assets and liabilities as well as the revenue from sale of development property (recognised on percentage of completion basis) are disclosed in Note X (Development Property) and Note Y (Revenue) to the financial statements respectively. FRS 1.125 Extract of notes to financial statements illustrating the disclosure of revenue from sale of development property: X. Revenue Group 2015 2014 $’000 $’000 Revenue from sale of development properties (recognised on completed contract basis) XXX XXX FRS 18.35.b.i Revenue from sale of development properties (recognised on percentage of completion basis) XXX XXX FRS 18.35.b.i, INT FRS 115.20.b XYZ Holdings (Singapore) Limited | 198 XYZ Holdings (Singapore) Limited Appendix A-3 Agreements for the construction of real estate Extract of notes to the financial statements illustrating the disclosure of development property: X. Development property The Group includes a division that develops residential property, which it sells in the ordinary course of business and has entered into contracts to sell certain of these properties on completion of construction. The Group has considered the application of INT FRS 15 to these contracts and concluded that there pre-completion contracts were not, in substance, construction contracts. However, where the legal terms were such that the construction represented the continuous transfer of work in progress to the purchaser, the percentage of completion method of revenue recognition has been applied and revenue recognised as work progressed. Development expenditure incurred in respect of inventory property dealt with under the percentage of completion method is recognised in profit or loss in the period incurred. INT FRS 115.20 Revenue from sales of residential property where the contracts are not in substance construction contracts and do not lead to a continuous transfer of work in progress, is recognised when both: (i) construction is complete; and (ii) either legal title to the property has been transferred or there has been an unconditional exchange of contracts. Construction and other expenditure attributable to such property is included in inventory property until disposal. During the year, the Group transferred the remaining unsold units of a residential property to investment property, in conjunction with the commencement of operating lease of these units to a third party. The amount recognised in costs of sales for the year in respect of inventory property is: FRS 2.36(d) Group 2015 2014 $’000 $’000 In respect of sales recognised on a percentage of completion basis XXX XXX In respect of other inventory property sales XXX XXX INT FRS 115.21 Group 2015 2014 $’000 $’000 At 1 January XXX XXX Construction costs incurred XXX XXX FRS 11.40(a) Interest capitalised XXX XXX FRS 23.26(a) Transfer to completed investment property XXX XXX FRS 40.57(d) Disposals (recognised in cost of sales) (XXX) - At 31 December (XXX) (XXX) XYZ Holdings (Singapore) Limited | 199 XYZ Holdings (Singapore) Limited Appendix A-3 X. Agreements for the construction of real estate Development property The following table provides information about such continuous transfer agreements that are in progress at the reporting date: Group 2015 2014 $’000 $’000 Aggregate costs incurred and recognised to date XXX XXX Profit before tax recognised to date XXX XXX Advances received XXX XXX XYZ Holdings (Singapore) Limited | 200 INT FRS 115.21 XYZ Holdings (Singapore) Limited Appendix A-4 Defined benefit plans Extract of summary of significant accounting policies illustrating changes in accounting policies on adoption of Revised FRS 19: X. X.X Summary of significant accounting policies (continued) Defined benefit plan The net defined benefit liability or asset is the aggregate of the present value of the defined benefit obligation (derived using a discount rate based on high quality corporate bonds) at the end of the reporting period reduced by the fair value of plan assets (if any), adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. FRS 19.8 The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit method. FRS 19.67 Defined benefit costs comprise the following: FRS 19.120 - Service cost - Net interest on the net defined benefit liability or asset - Remeasurements of net defined benefit liability or asset Service costs which include current service costs, past service costs and gains or losses on non-routine settlements are recognised as expense in profit or loss. Past service costs are recognised when plan amendment or curtailment occurs. FRS 19.8 FRS 19.103 Net interest on the net defined benefit liability or asset is the change during the period in the net defined benefit liability or asset that arises from the passage of time which is determined by applying the discount rate based on high quality corporate bonds to the net defined benefit liability or asset. Net interest on the net defined benefit liability or asset is recognised as expense or income in profit or loss. FRS 19.8 FRS 19.123 Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the effect of the asset ceiling (excluding net interest on defined benefit liability) are recognised immediately in other comprehensive income in the period in which they arise. Remeasurements are recognised in retained earnings within equity and are not reclassified to profit or loss in subsequent periods. FRS 19.127 FRS 19.122 Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to the Group. Fair value of plan assets is based on market price information. When no market price is available, the fair value of plan assets is estimated by discounting expected future cash flows using a discount rate that reflects both the risk associated with the plan assets and the maturity or expected disposal date of those assets (or, if they have no maturity, the expected period until the settlement of the related obligations). FRS 19.8 FRS 19.113 The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined benefit obligation is recognised as a separate asset at fair value when and only when reimbursement is virtually certain. FRS 19.116 XYZ Holdings (Singapore) Limited | 201 XYZ Holdings (Singapore) Limited Appendix A-4 Defined benefit plans Extracts of summary of significant accounting estimates and judgements relating to defined benefit plan: X. X.X Significant accounting judgements and estimates Key sources of estimation uncertainty The cost of defined benefit pension plans and other post-employment medical benefits as well as the present value of the pension obligation are determined using actuarial valuations. The actuarial valuation involves making various assumptions. These include the determination of the discount rates, expected rates of return of assets, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, defined benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The net benefit liability as at 31 December 2015 is $XXX (2014: $XXX). Further details are provided in Note X. In determining the appropriate discount rate, management considers the interest rates of high quality corporate bonds in the respective currencies with at least AA rating, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The underlying bonds are further reviewed for quality, and those having excessive credit spreads are removed from the population of bonds on which the discount rate is based, on the basis that they do not represent high quality bonds. The mortality rate is based on publicly available mortality tables for the specific country and is modified accordingly with estimates of mortality improvements. Future salary increases and pension increases are based on expected future inflation rates for the specific country. Further details about the assumptions used are provided in Note X. XYZ Holdings (Singapore) Limited | 202 FRS 1.125 XYZ Holdings (Singapore) Limited Appendix A-4 Defined benefit plans Extracts of notes to the financial statements illustrating the disclosures relating to defined benefit plan: X. Defined benefit plan Ê The Group operates two defined benefit pension plans, both of which require contributions to be made to separately administered funds. One provides a pension of 2% of final salary for each year of service (Singapore plan), while the other provides 2.5% of average salary (US plan). Both benefit plans become vested after five years of service and require contributions to be made to separately administered funds. The Group also provides additional post employment healthcare benefits to certain senior employees in Singapore. These benefits are unfunded. The amount included in the consolidated balance sheet arising from the entity’s obligation in respect of its defined benefit plans is as follows: Unfunded post-employment medical benefits Funded pension plans Singapore plan US plan Total 31 December 2015 $’000 31 December 2014 $’000 31 December 2015 $’000 31 December 2014 $’000 31 December 2015 $’000 31 December 2014 $’000 31 December 2015 $’000 31 December 2014 $’000 XXX XXX XXX XXX XXX XXX XXX XXX (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) – - XXX (XXX) XXX XXX XXX XXX XXX XXX Restrictions on asset recognised - XXX - - - XXX - Net liability arising from defined benefit obligation XXX (XXX) XXX XXX XXX XXX XXX Present value of defined benefit obligation Fair value of plan assets XYZ Holdings (Singapore) Limited | 203 XXX FRS 19.135.a FRS 19.139.a.i XYZ Holdings (Singapore) Limited Appendix A-4 X. Defined benefit plans Defined benefit plan Ê (continued) Changes in present value of the defined benefit obligations are as follow: Unfunded post-employment medical benefits Funded pension plans Singapore plan 2015 $’000 2014 $’000 US plan 2015 $’000 Total 2014 2015 $’000 $’000 FRS 19.140.a.ii FRS 19.141 2014 $’000 2015 $’000 2014 $’000 At 1 January XXX XXX XXX XXX XXX XXX XXX XXX Interest cost XXX XXX XXX XXX XXX XXX - - XXX XXX XXX XXX XXX XXX XXX XXX (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) XXX XXX XXX XXX XXX XXX - - (XXX) XXX (XXX) XXX (XXX) XXX XXX XXX - - - - - - XXX XXX - - (XXX) - (XXX) - - - (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) XXX (XXX) - - XXX (XXX) - - XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX Current service cost Remeasurement (gains)/losses Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Past service cost (Gains)/Losses on settlements Contributions from plan participants Liabilities extinguished on settlements Benefits paid Effects of business combinations and disposal Exchange differences At 31 December XYZ Holdings (Singapore) Limited | 204 XYZ Holdings (Singapore) Limited Appendix A-4 X. Defined benefit plans Defined benefit plan Ê (continued) Changes in fair value of plan assets are as follow: FRS 19.140.a.i FRS 19.141 Funded pension plans Singapore plan US plan Total 2015 2014 2015 2014 2015 2014 $’000 $’000 $’000 $’000 $’000 $’000 XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX Return on plan assets XXX XXX XXX XXX XXX XXX Contributions by employer XXX - - - XXX - Contributions from plan participants XXX XXX XXX XXX - XXX (XXX) (XXX) (XXX) (XXX) (XXX) (XXX) - - (XXX) - (XXX) - XXX (XXX) - - XXX (XXX) – – XXX (XXX) XXX (XXX) XXX XXX XXX XXX XXX XXX At 1 January Interest income Remeasurement gains/(losses) Benefits paid Assets distributed on settlements Effects of business combinations and disposal Exchange differences At 31 December Changes in the effect of the asset ceiling are as follow: FRS 19.140.a.iii FRS 19.141 Funded pension plans Singapore plan At 1 January Interest income 2015 2014 $’000 $’000 XXX - XXX - Remeasurement gains/(losses) Changes in the effect of limiting to asset ceiling1 Exchange differences At 31 December (XXX) XXX – – - XXX 1 The maximum economic benefit available is a combination of expected refunds from the plan and reductions in future contributions. XYZ Holdings (Singapore) Limited | 205 XYZ Holdings (Singapore) Limited Appendix A-4 X. Defined benefit plans Defined benefit plan Ê (continued) The fair value of plan assets by each classes as at the end of the reporting period are as follow: FRS 19.142 Funded pension plans Singapore plan 31 December 2015 $’000 Cash and cash equivalents US plan 31 December 2014 $’000 31 December 2015 $’000 Total 31 December 2014 $’000 31 December 2015 $’000 31 December 2014 $’000 XXX XXX XXX XXX XXX XXX - Manufacturing XXX XXX XXX XXX XXX XXX - Financial institutions XXX XXX XXX XXX XXX XXX - Telecommunications XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX - Government securities XXX XXX XXX XXX XXX XXX - AAA rated debt securities XXX XXX XXX XXX XXX XXX - Not rated debt securities XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX - Singapore XXX XXX XXX XXX XXX XXX - Australia XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX - Interest rate swaps XXX XXX XXX XXX XXX XXX - Forward currency contracts XXX XXX XXX XXX XXX XXX Equity instruments Debt instruments Property Derivatives XXX XXX XXX XXX XXX XXX Asset-backed securities XXX XXX XXX XXX XXX XXX Structured debts XXX XXX XXX XXX XXX XXX Fair value of plan assets XXX XXX XXX XXX XXX XXX All equity and debt instruments held have quoted prices in active market. The remaining plan assets do not have quoted market prices in active market. The plan assets include a property occupied by a subsidiary of the Group with a fair value of $XXX (2014: $XXX) and ordinary shares of XYZ Holdings Limited with a fair value of $XXX (2014: $XXX). XYZ Holdings (Singapore) Limited | 206 FRS 19.143 XYZ Holdings (Singapore) Limited Appendix A-4 X. Defined benefit plans Defined benefit plan Ê (continued) The cost of defined benefit pension plans and other post-employment medical benefits as well as the present value of the pension obligation are determined using actuarial valuations. The actuarial valuation involves making various assumptions. The principal assumptions used in determining pension and post-employment medical benefit obligations for the defined benefit plans are shown below: 2015 2014 % % Singapore plan/ post employment medical plan XX XX US plan XX XX Singapore plan XX XX US plan XX XX Singapore plan XX XX US plan XX XX Male XX XX Female XX XX Male XX XX Female XX XX XX XX Discount rates: Future salary increases: Future pension increases: Post retirement mortality for pensioners at 65: Singapore plan/ post employment medical plan US plan Healthcare cost increase rate: XYZ Holdings (Singapore) Limited | 207 FRS 19.144 XYZ Holdings (Singapore) Limited Appendix A-4 X. Defined benefit plans Defined benefit plan Ê (continued) The sensitivity analysis below has been determined based on reasonably possible changes of each significant assumption on the defined benefit obligation as of the end of the reporting period, assuming if all other assumptions were held constant: FRS 19.145 31 December 2015 Discount rates Future salary increases Future pension increases Increase/(decrease) Singapore Plan US Plan Unfunded postemployment medical benefits +XX basis points (XXX) (XXX) (XXX) - XX basis points XXX XXX XXX +XX % XXX XXX XXX - XX % (XXX) (XXX) (XXX) +XX % XXX XXX XXX - XX % (XXX) (XXX) (XXX) Post retirement mortality for pensioners at 65: Male Female Healthcare cost increase rate +XX % XXX XXX XXX - XX % (XXX) (XXX) (XXX) +XX % XXX XXX XXX - XX % (XXX) (XXX) (XXX) +XX % XXX XXX XXX - XX % (XXX) (XXX) (XXX) The management performed an Asset-Liability Matching Study (ALM) annually. The principal technique of the Group’s ALM is to ensure the expected return on assets to be sufficient to support the desired level of funding arising from the defined benefit plans. The Group’s current strategic investment strategy consists of 50% of equity instruments, 30% of debt instruments, 15% of investment properties and 5% of cash. The use of debt instruments in combination with interest rate swaps will reduce the sensitivities caused by the term of the defined benefit obligation by 25%. The Group’s defined benefit pension plans are funded by its subsidiaries. The employees of the Group contribute 6% of the pensionable salary and the remaining residual contributions are paid by the subsidiaries of the Group. FRS19.146 FRS19.147.a The Group expects to contribute $XXX (2014: $XXX) to the defined benefit pension plans in 2015. The average duration of the defined benefit obligation at the end of the reporting period is 18.4 years (2014: 17.5 years). XYZ Holdings (Singapore) Limited | 208 FRS19.147.b FRS19.147.c XYZ Holdings (Singapore) Limited Appendix A-4 Defined benefit plans Commentary: Ê To meet the disclosure objective of Revised FRS 19 for defined benefit plans, an entity shall consider all the following: FRS 19.136 (a) the level of detail necessary to satisfy the disclosure requirements, (b) how much emphasis to place on each of the various requirements, (c) how much aggregation or disaggregation to undertake; and (d) whether users of financial statements need additional information to evaluate the quantitative information disclosed. If the disclosures provided in accordance with the specific requirements of Revised FRS 19 are insufficient to meet the objectives above, the entity shall disclose additional information necessary to meet those objectives. For example, an entity may present an analysis of the present value of defined benefit obligation that distinguishes the nature, characteristics and risks of the obligation. Such a disclosure could distinguish: - between amounts owing to active members, deferred members, and pensioners - between vested benefits and accrued but not vested benefits - between conditional benefits, amounts attributable to future salary increases and other benefits An entity shall assess whether all or some disclosures should be disaggregated to distinguish plans or groups of plans with materially different risks. For example, an entity may disaggregate disclosure about plans showing one or more of the following features: - different geographical locations - different characteristics such as flat salary pension plans, final salary pension plans or post-employment medical plans - different regulatory environments - different reporting segments - different funding arrangements (e.g. wholly unfunded, wholly or partly funded) When disclosing the characteristics of defined benefit plans and risks associated with them, an entity shall disclose: FRS 19.137 FRS 19.138 FRS 19.139 (a) information about the characteristics including - the nature of benefits provided by the plan (e.g. final salary defined benefit plan or contribution-based plan with guarantee). - a description of the regulatory framework in which the plan operates, for example the level of any minimum funding requirements, and any effect of the regulatory framework on the plan, such as the asset ceiling. - a description of any other entity’s responsibilities for the governance of the plan, for example responsibilities of trustees or of board members of the plan. (b) a description of the risks to which the plan exposes the entity, focused on any unusual entity-specific or plan-specific risks, and of any significant concentrations of risk. For example, if plan assets are invested primarily in one class of investments, e.g. property, the plan may expose the entity to a concentration of property market risk. (c) a description of any plan amendments, curtailments and settlements. An entity shall provide reconciliation from the opening balance to the closing balance for any reimbursement rights and the related obligation, if applicable. XYZ Holdings (Singapore) Limited | 209 FRS 19.140.b XYZ Holdings (Singapore) Limited Appendix A-4 Defined benefit plans Commentary (continued): Í Past service cost and gains and losses arising from settlements need not be distinguished if they occur together. FRS 19.141.d Î In the financial statements for periods beginning before 1 January 2014, an entity need not present comparative information for the disclosures about the sensitivity of the defined benefit obligation. FRS 19.173.b Ï Revised FRS 19 introduces a number of new disclosure requirements. These include: Sensitivity analysis - A sensitivity analysis for each significant assumption as of the end of the reporting period, showing how the defined benefit obligation would have been affected by changes in the relevant assumption that were reasonably possible at that date. FRS 19.145.a - The method and assumptions used in preparing the sensitivity analyses and the limitation of those methods. FRS 19.145.b - Changes from the previous period in the methods and assumptions used in preparing the sensitivity analyses, and the reasons for such changes. FRS 19.145.c Asset-liability matching strategies - A description of any asset-liability matching strategies used by the plan or the entity, including the use of annuities and other techniques, such as longevity swaps, to manage risk. FRS 19.146 Cash flow information Ð - A description of any funding arrangements, and funding policy that affect future contributions to the defined benefit plan. FRS 19.147.a - Expected contributions to the plan for the next annual reporting period. FRS 19.147.b - Information about the maturity profile of the defined benefit obligation (including, but not limited to, weighted average duration of the defined benefit obligation). FRS 19.147.c Multi-employer plans In this illustration, we do not illustrate multi-employer plans. If the Group participates in a multi-employer plan and accounts for that plan as a defined benefit plan, it shall disclose the following in addition to information required by paragraphs 135-147 of the Revised FRS 19: (a) a description of the funding arrangements, including the method used to determine the entity’s rate of contributions and any minimum funding requirements. (b) a description of the extent to which the entity can be liable to the plan for other entities’ obligations under the terms and conditions of the multi-employer plan. (c) a description of any agreed allocation of a deficit or a surplus on: i. wind-up of the plan; or ii. the entity’s withdrawal from the plan. (d) if the entity accounts for that plan as if it were a defined contribution plan, it shall disclose the following, in addition to the information required by (a) – (c) and instead of the information required by paragraph 139 to 147 of the Revised FRS 19: i. the fact that the plan is a defined benefit plan. ii. the reason why sufficient information is not available to enable the entity to account for the plan as a defined benefit plan. XYZ Holdings (Singapore) Limited | 210 FRS 19.33.b FRS 19.148 XYZ Holdings (Singapore) Limited Appendix A-4 Defined benefit plans Commentary (continued): Ñ Multi-employer plans (continued) iii. the expected contributions to the plan for the next annual reporting period. iv. information about any deficit or surplus in the plan that may affect the amount of future contributions, including the basis used to determine that deficit or surplus and the implications, if any, for the entity. v. an indication of the level of participation of the entity in the plan compared with other participating entities. Examples of measures that might provide such an indication include the entity’s proportion of the total contributions to the plan or the entity’s proportion of the total number of active members, retired members, and former members entitled to benefits, if that information is available. FRS 19.148 Defined benefit plans that share risks between entities under common control In this illustration, we do not illustrate defined benefit plans that share risks between entities under common control. If an entity participates in a defined benefit plan that shares risks between entities under common control, it shall disclose: FRS 19.149 (a) the contractual agreement or stated policy for charging the net defined benefit cost or the fact that there is no such policy. (b) the policy for determining the contribution to be paid by the entity. (c) if the entity accounts for an allocation of the net defined benefit cost as noted in paragraph 41 of Revised FRS 19 , all the information about the plan as a whole required by paragraph 135-147 of Revised FRS 19. (d) if the entity accounts for the contribution payable for the period as noted in paragraph 41 of Revised FRS 19 , the information about the plan as a whole required by paragraphs 135 – 137, 142 - 144 and 147 (a) and (b) of Revised FRS 19. The information required by (c) and (d) can be disclosed by cross-reference to disclosures in another group entity’s financial statements if: FRS 19.150 (a) that group entity’s financial statements separately identify and disclose the information required about the plan; and (b) that group entity’s financial statements are available to users of the financial statements on the same terms as the financial statements of the entity and at the same time as, or earlier than, the financial statements of the entity. Ò Paragraph 41 of Revised FRS 19 requires an entity participating in a defined benefit plan that share risks between entities under common control to obtain information about the plan as a whole measured in accordance with Revised FRS 19 on the basis of assumptions that apply to the plan as a whole. If there is a contractual agreement or stated policy for charging to individual group entities the net defined benefit cost for the plan as a whole measured in accordance with Revised FRS 19, the entity shall, in its separate or individual financial statements, recognise the net defined benefit cost so charged. If there is no such agreement or policy, the net defined benefit cost shall be recognised in the separate or individual financial statements of the group entity that is legally the sponsoring employer for the plan. The other group entities shall, in their separate or individual financial statements, recognise a cost equal to their contribution payable for the period. XYZ Holdings (Singapore) Limited | 211 FRS 19.41 XYZ Holdings (Singapore) Limited Appendix B Illustrative new auditor’s report Independent Auditor’s Report to the Members of XYZ Holdings (Singapore) Limited (effective for annual period on or after 15 December 2016) SSA 700(R).21 and 22 CA 207.1 Report on the Audit of the Financial Statements SSA 700(R).44 Opinion SSA 700(R).23 We have audited the financial statements of XYZ Holdings (Singapore) Limited (the “Company”) and its subsidiaries (collectively, the “Group”), which comprise the balance sheets of the Group and the Company as at 31 December 2016, the statements of changes in equity of the Group and the Company and the consolidated income statement, consolidated statement of comprehensive income and consolidated cash flow statement of the Group for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. SSA 700(R).24 In our opinion, the accompanying consolidated financial statements of the Group, the balance sheet and the statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the Act) and Financial Reporting Standards in Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 December 2016 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group and changes in equity of the Company for the year ended on that date. SSA 700.25 CA 207.2.a Basis for Opinion SSA 700(R).28 We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters SSA 700(R).30 Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. [Description of each key audit matter in accordance with SSA 701] Responsibilities of Management and Directors for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The directors’ responsibilities include overseeing the Group’s financial reporting process. SSA 700(R).32 SSA 700(R).33.a SSA 700(R).33.b SSA 700(R).34 Auditor’s Responsibilities for the Audit of the Financial Statements SSA 700(R).36 Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. SSA 700(R).37 As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: SSA 700(R).38.a XYZ Holdings (Singapore) Limited | 212 XYZ Holdings (Singapore) Limited Appendix B Illustrative new auditor’s report Independent Auditor’s Report to the Members of XYZ Holdings (Singapore) Limited (effective for annual period on or after 15 December 2016) Auditor’s Responsibilities for the Audit of the Financial Statements (Continued) · Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. SSA 700(R).38.b.i · Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. SSA 700(R).38.b.ii · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. · Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. SSA 700(R).38.b.iv · Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. SSA 700(R).38.b.v · Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. SSA 700(R).38.c SSA 700(R).38.b.iii SSA 700(R).39.a We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. SSA 700(R).39.b From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. SSA 700(R).39.c Report on Other Legal and Regulatory Requirements SSA 700(R).42 In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. CA 207.2.b The engagement partner on the audit resulting in this independent auditor’s report is [Partner’s name]. SSA 700(R).45 [Signature] SSA 700(R).46 _________________________ SSA 700(R).47 Ernst & Young LLP Public Accountants and Chartered Accountants Singapore SSA 700(R).48 [Date] XYZ Holdings (Singapore) Limited | 213 XYZ Holdings (Singapore) Limited Appendix C Comparison between FRS and IFRS Aligned with IFRS? and Description Reference Preface Framework Yes. P P FRS 1 Preface to the Financial Reporting Standards Framework for the Preparation and Presentation of Financial Statements of Financial Statements Presentation FRS 2 Inventories P FRS 7 Cash Flow Statements P FRS 8 Accounting Policies, Changes in Accounting Estimates and Errors P FRS 10 Events After the Reporting Period P FRS 11 Construction Contracts P FRS 12 Income Taxes P FRS 16 Property, Plant and Equipment FRS 17 Leases P FRS 18 Revenue P FRS 19 Employee Benefits P FRS 20 P FRS 21 Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates FRS 23 Borrowing Costs P FRS 24 Related Party Disclosures P FRS 26 Accounting and Reporting by Retirement Benefit Plans P FRS 27 No. Notes P i P Separate Financial Statements P FRS 28 Investments in Associates and Joint Ventures P Ë FRS 29 Financial Reporting in Hyperinflationary Economies P FRS 32 Financial Instruments: Presentation P FRS 33 Earnings Per Share P FRS 34 Interim Financial Reporting P FRS 36 Impairment of Assets P FRS 37 Provisions, Contingent Liabilities and Contingent Assets P FRS 38 Intangible Assets P FRS 39 Financial Instruments: Recognition and Measurement P FRS 40 Investment Property P FRS 41 Agriculture P FRS 101 First-Time Adoption of Financial Reporting Standards P FRS 102 Share-based Payment FRS 103 Business Combinations FRS 104 Insurance Contracts P FRS 105 Non-current Assets Held for Sale and Discontinued Operations P FRS 106 Exploration for and Evaluation of Mineral Resources P FRS 107 Financial Instruments: Disclosure P FRS 108 Operating Segments P FRS 109 Financial Instruments P FRS 110 Consolidated Financial Statements P FRS 111 Joint Arrangements P FRS 112 Disclosure of Interest in Other Entities P FRS 113 Fair Value Measurement P FRS 114 Regulatory Deferral Accounts P FRS 115 Revenue from Contracts with Customers P P P P XYZ Holdings (Singapore) Limited | 214 ËÎ Î Î XYZ Holdings (Singapore) Limited Appendix C Comparison between FRS and IFRS Notes on differences between FRS and IFRS FRS 16 has a transitional provision which exempts an entity which had – § Revalued its property, plant and equipment before 1 January 1984; or § Performed any one-off revaluation on its property, plant and equipment between 1 January 1984 and 31 December 1996 (both dates inclusive), from complying with the requirement to keep the valuation current by periodic valuation. IAS 16 does not have such a transitional provision and therefore, all property, plant and equipment that had been revalued prior to adoption of IAS 16 would have to be revalued on a periodic basis. One of the conditions for exemption from preparing consolidated financial statements or equity accounting under IFRS 10 and IAS 28 is ‘the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with International Financial Reporting Standards.’ The requirement that the consolidated financial statements comply with IFRS is not required under FRS 110 and FRS 28. IFRS 3 applies to the accounting for business combinations for which the agreement date is on or after 31 March 2004. FRS 103 is effective for annual periods beginning on or after 1 July 2004. FRS 102 is aligned with IFRS 2 except for the scope and the effective date for non-listed companies. IFRS 2 applies to grants of shares, share options or other equity instruments that were granted after 7 November 2002 and had not yet vested at the effective date of IFRS 2. However, the reference date in FRS 102 is 22 November 2002 instead of 7 November 2002. For non-listed companies, FRS 102 is effective only for financial periods beginning from 1 January 2006 whereas IFRS 2 applies to all companies for financial periods beginning from 1 January 2005. IFRS 10, IFRS 11, IFRS 12, Revised IAS 27 and Revised IAS 28 are effective for annual periods beginning on or after 1 January 2013. FRS 110, FRS 111, FRS 112, Revised FRS 27 and Revised FRS 28 are effective only for annual periods beginning on or after 1 January 2014. XYZ Holdings (Singapore) Limited | 215 XYZ Holdings (Singapore) Limited Appendix C Comparison between FRS and IFRS Recommended Accounting Practice (RAP) in Singapore The following RAP issued by the Institute of Singapore Chartered Accountants set out recommendations on accounting treatment relating to foreign income not remitted to Singapore. i Foreign income not remitted to Singapore The practice in Singapore is to recognise and account for a deferred tax liability in respect of foreign-sourced income not remitted to Singapore in the same way as temporary differences associated with investments in subsidiaries etc. as set out in accordance with FRS 12.39. Thus, some companies do not provide deferred tax in respect of foreign income on the basis that they do not intend to remit the funds to Singapore in the foreseeable future. XYZ Holdings (Singapore) Limited | 216 XYZ Holdings (Singapore) Limited Appendix C Comparison between FRS and IFRS INT FRS vs. IFRIC Interpretations Reference Aligned with IFRIC Interpretations Description Yes. INT FRS 7 Introduction of the Euro P INT FRS 10 Government Assistance – No Specific Relation to Operating Activities P INT FRS 12 Consolidation – Special Purpose Entities P INT FRS 13 Jointly Controlled Entities – Non-Monetary Contributions by Venturers P INT FRS 15 Operating Leases – Incentives P INT FRS 21 Income Taxes – Recovery of Revalued Non-Depreciable Assets P INT FRS 25 Income Taxes – Changes in the Tax Status of an Enterprise or its Shareholders P INT FRS 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease P INT FRS 29 Disclosure – Service Concession Arrangements P INT FRS 31 Revenue – Barter Transactions Involving Advertising Services P INT FRS 32 Intangible Assets - Web Site Costs P INT FRS 101 Changes in Existing Decommissioning, Restoration and Similar Liabilities P INT FRS 104 Determining Whether an Arrangement Contains a Lease P INT FRS 105 Rights to Interests Arising from Decommissioning, Restoration and Environmental Rehabilitation Funds P INT FRS 106 Liabilities Arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment P INT FRS 107 Applying the Restatement Approach under FRS 29 Financial Reporting in Hyperinflationary Economies P INT FRS 108 Scope of FRS 102 P INT FRS 109 Reassessment of Embedded Derivatives P INT FRS 110 Interim Financial Reporting and Impairment P INT FRS 111 Group and Treasury Share Transactions P INT FRS 112 Service Concession Arrangements P INT FRS 113 Customer Loyalty Programmes P INT FRS 114 FRS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their interaction P INT FRS 115 Agreements for the Construction of Real Estate INT FRS 116 Hedges of a Net Investment in a Foreign Operation P INT FRS 117 Distributions of Non-cash Assets to Owners P INT FRS 118 Transfers of Assets from Customers P INT FRS 119 Extinguishing Financial Liabilities with Equity Instruments P INT FRS 120 Stripping Costs in the Production Phase of a Surface Mine P INT FRS 121 Levies P XYZ Holdings (Singapore) Limited | 217 No. Notes P Ê XYZ Holdings (Singapore) Limited Appendix C Comparison between FRS and IFRS Ê IFRIC 15 is effective for annual periods beginning on or after 1 January 2009. INT FRS 115 is effective only for annual periods beginning on or after 1 January 2011. INT FRS 115 includes an accompanying note on application of INT FRS 115 in Singapore. The accompanying note deals with the accounting treatment for revenue and associated expenses by housing developers who develop more than four units of private residential properties in Singapore for sale prior to completion of the properties. These developers are regulated under the Singapore Housing Developers (Control and Licensing) Act (Chapter 130) and use the standard form of the sales and purchase agreement prescribed in the schedule to the Housing Developers Rules. The following IFRIC Interpretation has not been adopted as INT FRS: § IFRIC 2 Members’ Shares in Co-operative Entities and Similar Instruments, effective for annual periods beginning on or after 1 January 2005 XYZ Holdings (Singapore) Limited | 218 EY | Assurance | Tax | Transactions | Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. © 2015 Ernst & Young LLP. All Rights Reserved. APAC no. 12000572 ED None. Ernst & Young LLP (UEN T08LL0859H) is a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). In line with EY's commitment to minimize its impact on the environment, this document has been printed on paper with a high recycled content. This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com XYZ Holdings (Singapore) Limited | 219
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