Professional Documents
Culture Documents
FLIGHT
PACKAGE
HOTEL
This document has been reviewed by the Companys Sponsor, RHT Capital Pte. Ltd., for compliance with
the relevant rules of the Singapore Exchange Securities Trading Limited (SGX-ST). The Companys
Sponsor has not independently verified the contents of this document. This document has not been
examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of
this document, including the correctness of any of the statements or opinions made or reports contained
in this document.
The details of the contact person for the Sponsor is Ms. Amanda Chen, Registered Professional,
Address: Six Battery Road, #10-01 Singapore 049909, Tel: (65) 6381 6757.
CONTENTS
CHAIRMANS
STATEMENT
PG. 2
INDUSTRY
ACCOLADES
PG. 7
BOARD OF
DIRECTORS
PG. 4
OPERATION
REVIEW
PG. 13
TRAVEL
PRODUCT
PERFORMANCE
PG. 16
PG. 15
MANAGEMENT
TEAM
PG. 20
PG. 6
OUR KEY
STRENGTHS
PG. 8
FIVE YEAR
FINANCIAL
SUMMARY
CORPORATE
ORGANIZATION
CHART
CORPORATE
INFORMATION
PG. 21
GLOBAL
NETWORK
PG. 18
CHAIRMANS
STATEMENT
DEAR SHAREHOLDERS,
Business to Consumer
CHAIRMANS
STATEMENT
Business to Business
The Groups online B2B business grew at 42%
from FY2012 to FY2013. Coupled with the organic
growth in our core Asian network, the Group will
start integration development in January 2014 with
Global Distribution Systems (GDS) reaching in
excess of 110,000 travel agents worldwide whom
will be using the new platform to tap on our services.
With the completion of integrations, our B2B
online channel will have a significant global reach.
To support the expected increase in demand on
our B2C and B2B channels, we are working on
increasing our hotel inventories from the current
140,000 worldwide hotels and resorts to 200,000
by end of FY2014.
The Group has reached a cross road where it
is in a strong position to fully focus on ramping
up marketing activities and advertising to drive
revenue growth to return the Group to profitability.
BOARD OF
DIRECTORS
01
03
02
SHENG FAQIAN
TAN KHENG LEE ARNOLD is our Independent Director since 2005 and
is also the Chairman of the Nominating Committee and a member of the Audit
and Remuneration Committees. He is currently a Partner in Rajah & Tann, a law
firm in Singapore and practices in the area of corporate and commercial law. He
graduated in 1988 and holds an honours degree in law from the London School
of Economics, University of London and is a Barrister-at-law of Middle Temple.
04
ASIATRAVEL.COM
THAILAND
TOUR PACKAGES + HOTEL + FLIGHTS
CORPORATE
ORGANIZATION CHART
asiatravel.com
HOLDINGS LTD, SINGAPORE
AT Reservation
Network Pte Ltd
SINGAPORE
100%
100%
Asia Middle East
Tours & Travel LLC
UAE
100%
AT Phil. Inc
PHILIPPINES
100%
100%
Asiatravel Online
Sdn Bhd
MALAYSIA
AT Network Co Ltd
THAILAND
100%
100%
100%
50%
50%
AT Express Reservation
Private Limited
INDIA
100%
China Branches
Beijing, Shanghai, Guangzhou
Nanjing, Chengdu
GROUP OF COMPANIES
Corporate
Office
Consumer
Online Units
Ground
Handling Units
Wholesale
Units
China
Outbound Units
INDUSTRY
ACCOLADES
AWARDS
asiatravel.com
2013
Best Employer
Award 2013
2011
Business
Superbrands
Award 2012
Singapore
Prestige
Brand Award
Regional
Brand 2011
2009 - 2012
Most
Transparent
Company
Award in
the Catalist
category at the
SIAS Investors
Choice Awards
2009 - 2012
2012
Asias
Best Brand
Award 2012
Best
Employer
Award 2012
OPERATION
REVIEW
IATA-Licensed Office
Moscow
Singapore
Hong Kong
China
Thailand
Philippines
UAE
GEOGRAPHICAL
MAP OF OFFICE NETWORK
On-the-ground presence
in 17 countries across
Asia-Pacific, Middle-East
and Europe.
Dubai
OPERATION
REVIEW
Russia
Beijing
Korea
China
Seoul
Tokyo
Nanjing
Chengdu
Japan
Shanghai
New Delhi
Hanoi
Myanmar
Laos
Yangon
Taiwan
Hong Kong
Vientiane
Manila
Thailand
Philippines
Vietnam
Malaysia
Colombo
Taipei
Guangzhou
India
Cebu
Bangkok
Kuala Lumpur
Sri Lanka
Singapore
Singapore
Batam
Male
Maldive
Jakarta
Surabaya
Indonesia
Ground Presence
MARKET PENETRATION
Asiatravels brand is present in 17 countries - it has local websites and offices set up in Singapore, Malaysia,
Thailand, the Philippines, Indonesia, Hong Kong, China, India, Cambodia, Vietnam and United Arab
Emirates; as well as partner offices spanning Japan, South Korea, Taiwan, Sri Lanka, Vietnam, Laos, India,
the Maldives and Russia.
10
OPERATION
REVIEW
Asiatravel.com Holdings Limited
and
its
subsidiaries (collectively Asiatravel or Group)
form the largest independent publicly listed PanAsia online travel reservation service provider. The
Group has a wholly-owned network of operation
and customer service offices in 12 countries Singapore, Cambodia, China, Hong Kong, India,
Indonesia, Malaysia, Myanmar, Philippines,
Thailand, United Arab Emirates (UAE) and
Vietnam. It also has partner offices in Japan, Laos,
South Korea, the Maldives, Myanmar, Russia and
Sri Lanka.
Established in 1995 as an online hotel reservation
company, Asiatravel.com was listed on the
Singapore Stock Exchange since 2001. The
Groups website Asiatravel.com has a brand
presence in over 17 countries and available in
11 languages - English, Traditional & Simplified
Chinese, Thai, Bahasa Indonesia, Japanese,
Korean, French, German, Spanish and Arabic.
Asiatravel.com offers a reliable One-Stop-Service
for travellers to find the best value for their flights,
hotel rooms, holiday packages, sightseeing tours
as well as theme park tickets. The Group has
a selection of over 140,000 hotels and resorts
worldwide, promotional airfares for over 400
major airlines and over 600,000 tours and travel
packages. Its two core brands are Asiatravel.com
and TAcentre.com.
All its travel products are available online 24/7
with real-time prices, instant confirmation and lastminute availability. Moreover, travellers also enjoy
cash rewards the more they book with Asiatravel.
com. Asiatravel is the specialist of Asian content
for leisure and business travellers, corporations
and travel agencies.
FINANCIAL REVIEW
The Groups revenue decreased by
4.6% (S$4.15 million) to S$86.25
million for the financial year
ended 30 September 2013
(FY2013) when compared
to S$90.40 million in the
previous financial year
ended 30 September
2012(FY2012).
11
OPERATION
REVIEW
The decrease in the Groups gross profit was
partially offset by the increase in gross profit from
B2B business (TAcentre.com) and flight packages
of S$0.45 million.
The Groups B2B business (TAcentre.com) and
flight packages products business registered
revenue contribution and growth of 56% for
FY2013 as compared to FY2012. Despite the
encouraging growth, it was not significant enough
to fully mitigate the negative impact from the loss
in the core online B2C hotel reservation business
and offline wholesale business.
The Groups other operating expenses decreased
by S$0.33 million and salaries and employee
benefit decreased by S$0.49 million resulting in
total savings of S$0.82 million, mainly due to the
Groups continuing effort with its cost reduction
exercise and realignment of the Groups business
operations.
BUSINESS REVIEW
The Group has raised S$8.00 million on 28
October 2013 through a placement of 40 million
new shares at S$0.20 each to Beijing Toread
Outdoor Products Co., Ltd (Toread), a listed
company on the Shenzhen Stock Exchange.
The Group is working with Toread to leverage on
Toreads vast number of retail outlets and online
presence to target the huge Peoples Republic of
China (PRC) outbound and domestic travellers.
The Group has reached a cross road where it
is in a strong position to fully focus on ramping
up marketing activities and advertising to drive
revenue growth to return the Group to profitability.
The Groups revenue was under pressure starting
from financial year ended 30 September 2011
(FY2011) due to intense competition in the online
business to consumer (B2C) channel. In spite
of this, the Group continues to invest in human
resource, expand its hotel inventories, develop
and upgrade its reservation and sales platform and
deepen its operation network.
The Groups online B2B business grew at 42%
from FY2012 to FY2013. Coupled with the organic
growth in our core Asian network, the Group will
start integration development in January 2014 with
12
OPERATION
REVIEW
TRANSFER,
TOURS &
SIGHTSEEING
THEME
PARK
ATTRACTIONS
HOTELS
TOURS &
PACKAGES
FLIGHTS
INSURANCE
& VALUE ADDED
SERVICES
CRUISE
& GOLF
MULTI-CURRENCY
PAYMENT GATEWAY
INSTANT CONFIRMATION
FULFILLMENT
Asiatravel.com
has three core pr
oducts of Hotels,
Flights and To
urs & Packages
, which can be
combined in an
y way to satisfy
our customers
needs. In addition
, the company off
ers sightseeing
tours, insurance
, golf, cruise an
d other value
added services.
These products
and services ar
available with
e
multi-currency
payment options
and instant confi
rmation.
13
OUR KEY
STRENGTHS
MULTI-CHANNEL DISTRIBUTION NETWORK
HOTELS
FLIGHTS
FLIGHT
PACKAGES
TOURS
&
PACKAGES
B2C
PROMOTION
SERVICES
B2B
Online Consumers
Wholesaling Network
Concierges
Hotel Tour Desks
Bank And Redemption Programs
GREAT EXPERIENCE
ASIATRAVEL.COM
15
FIVE YEAR
FINANCIAL SUMMARY
(in S$ million except per share data)
FISCAL YEAR (END SEP)
FY2009
FY2010
FY2011
FY2012
FY2013
71.6
82.8
103.3
91.4
87.1
5.5
1.6
-1.6
-3.8
-5.7
2.88
0.73
-0.66
-1.55
-2.37
2.66
0.71
-0.66
-1.55
-2.37
5.9
10.5
10.0
4.6
3.9
Shareholders Equity
21.2
30.8
29.2
24.9
19.4
Total Assets
34.6
53.8
49.2
41.9
39.1
INCOME STATEMENT
Revenues
Profit Attributable to Equity Holders
BALANCE SHEET
Cash and Cash Equivalents
591,702
579,008
600,616
469,923
421,719
23,318
23,105
23,467
22,301
23,092
126,922
263,068
225,477
240,513
16
TRAVEL PRODUCT
PERFORMANCE
TOUR PACKAGES + HOTEL + FLIGHTS
591,702
579,008
600,616
500,000
469,923
400,000
421,719
300,000
200,000
100,000
0
FY2009
FY2010
FY2011
FY2012
FY2013
17
TRAVEL PRODUCT
PERFORMANCE
FLIGHTS - NO. OF AIR TICKETS SOLD ONLINE
30,000
25,000
23,318
23,105
23,467
FY2009
FY2010
FY2011
22,301
23,092
20,000
15,000
10,000
5,000
0
FY2012
FY2013
250,000
225,477
240,513
200,000
150,000
126,922
100,000
50,000
0
FY2010
FY2011
FY2012
FY2013
18
GLOBAL
NETWORK
SINGAPORE CORPORATE OFFICE:
THAILAND:
PHILIPPINES:
AT Phil., Inc
G/F, Edgardo Angara Wing,
IBP Bldg., Jade Street, Ortigas Center,
Pasig City, Metro Manila 1605 Philippines
Tel : (632)634-4220/40/60, (632) 635-5099,
Fax : (632) 635-6699, 910-4206
SINGAPORE WHOLESALER:
AT Express Pte Ltd.
615 Lorong 4 Toa Payoh
#01-01 Storhub Singapore 319516
Tel : (65) 6734 3933
Fax : (65) 6235 3933
MALAYSIA:
Asiatravel Online Sdn Bhd
Patent House
148-03, 3rd Floor
Jln Bukit Bintang 55100
Kuala Lumpur
Tel : 603 - 2143 6555
Fax : 603 - 2143 6558
DUBAI:
Asia Middle East Tours & Travel LLC
Unit 701 Al Zarooni Bldg, Al Rigga Road, Deira
PO Box 112758 Dubai, United Arab Emirates
Tel : (+971 4) 250 2250
Fax : (+971 4) 250 2252
INDIA:
AT Express Reservation Pvt. Ltd.
511, Prakashdeep Building 7,
Tolstoy Marg, Cannaught Place,
New Delhi 110 001
Tel : (9111) 4520 3000
Fax : (9111) 4520 3001
19
GLOBAL
NETWORK
HONG KONG:
CHINA:
CHINA:
Asia Travel Shanghai Office
333 Jiu Jiang Road
1905, Finance Square Building,
Shanghai 200001, China
Tel : (86-21) 6322 3855
Fax : (86-21) 6322 9542, 6360 0967
20
MANAGEMENT
TEAM
YEO WEE TIANG, MAGDALENE
NICOLAS J. ROCHA
Senior Vice President for Philippines,
Europe and USA
FRED SEOW
Vice President of Marketing
FRANCIS R. ASUNCION
Assistant Vice President for Thailand
DAVID BOH
Project Director
RUSSELL C. GONZALES
Assistant Vice President for Middle-East
DUANGRAT HUAYHONGTHONG
General Manager for Thailand
ALLEN CHEW
Head of Internal Audit & Compliance
CATHERINE KHNG
Assistant General Manager of SH Tours Pte Ltd
ASIATRAVEL.COM
21
CORPORATE
INFORMATION
BOARD OF DIRECTORS
REGISTERED OFFICE
Executive Officer)
Executive:
Boh Tuang Poh
(Executive Chairman and Chief
Non-Executive:
Sheng Faqiang (Non-Executive Director)
Mae Heng Su-Ling (Independent)
Arnold Tan Kheng Lee (Independent)
AUDIT COMMITTEE
Mae Heng Su-Ling (Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang
REMUNERATION COMMITTEE
Mae Heng Su-Ling (Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang
NOMINATING COMMITTEE
Arnold Tan Kheng Lee (Chairman)
Boh Tuang Poh
Mae Heng Su-Ling
Sheng Faqiang
COMPANY SECRETARY
Wan Tiew Leng Lynn
AUDITORS
Ernst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583
PARTNER-IN-CHARGE
Low Bek Teng
(Date of appointment: Since financial
year ended 30 September 2011)
BANKERS
Citibank N.A.
DBS Group Holdings Limited
United Overseas Bank Limited
Oversea-Chinese Banking Corporation Limited
No. 3 Nanson Road, Singapore 238910 T +65 6808 8888 F +65 6808 8899
www.studiomhotel.com
www.royalplaza.com.sg
What can we do for you
www.vhotel.sg
V HOTEL LAVENDER
V HOTEL BENCOOLEN
V HOTEL LAVENDER
V HOTEL BENCOOLEN
Email: contact@vhotel.sg
Email: vbn-res@vhotel.sg
www.ibis.com/gb/hotel-7451-ibis-singapore-novena/index.shtml
YMCA
@ ONE ORCHARD
Hotel Lobby
Deluxe Room
Swimming Pool
Aerial View
Exterior View
No: 15-1 & 17-1, Jalan PJU 8/5H, Perdana Business Centre, Bandar Damansara
Perdana 47820 Petaling Jaya, Selangor Darul Ehsan
Tel No: (603) 77241282 Fax: (603) 77241317 Email: klso@langkawilagoonresort.com
Website: www.langkawilagoonresort.com
58
REPORT OF
CORPORATE GOVERNANCE
Asiatravel.com Holdings Ltd (the Company) is committed to high standards of corporate governance
by complying with the principles and guidelines of the Code of Corporate Governance 2005 (2005
Code) to ensure investor confidence and to provide greater transparency.
Whilst the revised Code of Corporate Governance 2012 (2012 Code) will not be applicable to the
Company until its financial year commencing 1 October 2013, the Company has stepped up its
efforts to be in compliance with the guidelines in the 2012 Code for the new financial year ending
30 September 2014.
Unless otherwise stated, this report describes the Companys corporate governance practices and
activities for the financial year ended 30 September 2013.
BOARD MATTERS
The Boards Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the
company. The Board is collectively responsible for the success of the company.
The Board works with Management to achieve this and the Management remains
accountable to the Board.
The Board of Directors (the Board) of the Company is primarily responsible for the protection and
enhancement of long-term value and returns for the shareholders and the overall management of
the Company and its subsidiaries (the Group).
The Board sets the overall business directions, provides guidance on the Groups strategic plans,
with particular attention paid to the growth and financial performance, and oversees the performance
of Management. Additionally, the Board is responsible for decision-making in respect of the following
corporate actions:
To approve the broad policies, strategies and financial objectives of the Group and monitoring
the performance of management;
To oversee the processes for evaluating the adequacy of internal controls, risk management,
financial reporting and compliance;
To ensure that the Company meets good corporate governance standards; and
To review the Companys financial performance and determine the compensation of senior
management.
To facilitate effective management, certain functions of the Board have been delegated by the Board
to various Board Committees, namely the Audit Committee, the Nominating Committee and the
Remuneration Committee, each with its own terms of reference.
59
REPORT OF
CORPORATE GOVERNANCE (Contd)
The Board meets at least four times each financial year, with optional meetings scheduled if there are
matters requiring the Boards decision at the relevant times. During the financial year under review,
the number of meetings held and attended by each member of the Board and Board Committees
are as follows:
TYPE OF MEETINGS
Names
AUDIT
COMMITTEE
BOARD
NOMINATING
COMMITTEE
REMUNERATION
COMMITTEE
No. of
No. of
No. of
No. of
No. of
No. of
No. of
No. of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held
Attended
Held
Attended
Held
Attended
Held
Attended
4
4
60
REPORT OF
CORPORATE GOVERNANCE (Contd)
Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilites at the top of the company
the working of the Board and the executive responsibility of the companys
business which will ensure a balance of power and authority, such that no
one individual represents a considerable concentration of power.
Mr Boh Tuang Poh is the Executive Chairman and the Chief Executive Officer (CEO) of the Company.
Being CEO and the most senior executive in the Company, Mr Boh bears executive responsibility
for the Groups business on a day-to-day basis.
Mr Boh, as Executive Chairman, is responsible for the functions of the Board, ensures that Board
Meetings are held when necessary and sets the agenda of the Board Meetings in consultation
with the other Directors and Management. The Chairman also reviews the Board papers before
presenting to the Board and ensures that the Board members are provided with complete, adequate
and timely information.
The Non-Executive Directors have demonstrated a high degree of commitment in their role as directors
and have ensured that there is a good balance of power and authority in the Board. In this respect,
the Board is of the view that there is no need for the role of the Chairman and CEO to be separated.
Board Committees
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment of new
directors to the Board.
The Nominating Committee (NC) comprises the following members:Tan Kheng Lee Arnold (Chairman)
Heng Su-Ling Mae
Boh Tuang Poh
Sheng Faqiang (Appointed on 23 December 2013)
Chong Chin Fan (Resigned on 1 October 2013)
The NC serves to provide a formal, transparent and objective procedure for appointing Board members
and evaluating each Board Members performance.
The NCs responsibilities include:
a)
establishing procedures for and making recommendations to the Board on all Board
appointments and re-appointments;
b)
identifying gaps in the mix of skills, experience and other qualities required in an effective
Board and nominate or recommend suitable candidate(s) to fill these gaps;
c)
d)
deciding whether a director is able to carry out and has been adequate in carrying out his
duties as a director, where he has multiple board representations;
61
REPORT OF
CORPORATE GOVERNANCE (Contd)
e)
determining on an annual basis whether a director is independent, based on the 2005 Codes
guidelines of what constitutes an independent director;
f)
assessing the effectiveness of the Board as a whole and the contributions by each individual
director to the effectiveness of the Board, based on the procedures and objective performance
criteria for the evaluation of the Boards performance established by the NC and approved
by the Board; and
g)
ensuring that all appointees to the Board undergo appropriate orientation programmes.
In determining the independence of the Directors, the NC requires all Directors to complete and
return a Declaration of Independence on an annual basis and submitted to the NC for its review.
The NC reviews and assesses candidates for directorship before making recommendations to the
Board. In recommending new directors to the Board, the NC takes into consideration the skills and
experience and the current composition of the Board, and strives to ensure that the Board has an
appropriate balance of independent directors as well as directors with the right profile of expertise,
skills, attributes and ability.
Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the Board as a
whole and the contribution by each director to the effectiveness of the Board.
The NC, in considering the nomination of any director for re-election, considers the contribution of
the director, which includes his qualifications, experience, area of expertise, time and effort devoted
to the Companys affairs, attendance and participation at Board and Board committee meetings.
In assessing the Boards performance as a whole, both quantitative and qualitative criteria would
be adopted, including return of equity, the success of strategic and long-term objectives set by the
Board, the effectiveness of the Board in monitoring Managements performance against the goals
that have been set by the Board, attendance record at the Board and Board Committees meetings,
intensity of participation at meetings, the quality of interventions and any special contributions.
The NC has recommended the nomination of the Directors retiring by rotation under the Companys
Articles of Association at the forthcoming Annual General Meeting (AGM), for re-election.
The Board, based on the recommendations of the NC, has ensured that directors appointed possess
the background, experience and knowledge critical to the Groups business and each director, through
his or her unique contributions, brings to the Board an independent and objective perspective to
enable balanced and well-considered decision to be made.
Access to Information
Principle 6:
In order to ensure that the Board is able to fulfill its responsibilities, the Management circulates
information and reports for the Boards review and consideration within a reasonable period prior
to the Board meetings and as and when the need arises. Information and reports submitted to the
Board are detailed, complete, adequate and include background and justification for each proposal or
mandate sought and updates on operational and financial performance of the Group. The Board has
separate and independent access to the Companys senior management and Company Secretary
at all times.
62
REPORT OF
CORPORATE GOVERNANCE (Contd)
Should the Directors, whether as a group or individually, require independent professional advice, a
professional advisor would be selected by the Company. Alternatively, an individual Director would be
appointed to render the advice. The cost of such professional advice will be borne by the Company.
The Company Secretary attends all Board Meetings and is responsible for ensuring that Board
procedures are followed. It is the Company Secretarys responsibility to ensure that the Company
complies with the requirements of the Companies Act, Chapter 50. The Company Secretary assists
senior management in ensuring that the Company complies with all other rules and regulations,
which are applicable to the Company.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure for developing policy on
executive remuneration and for fixing the remuneration packages of individual
directors. No director should be involved in deciding his own remuneration.
The Remuneration Committee (RC) comprises the following members:Heng Su-Ling Mae (Chairman)
Tan Kheng Lee Arnold
Sheng Faqiang (Appointed on 23 December 2013)
Patrick Ngiam Mia Je (Retired on 31 January 2013)
Chong Chin Fan (Chairman) (Resigned on 1 October 2013)
Heng Su-Ling Mae, a member of the RC, re-designated as Chairman of RC with effect from
23 December 2013.
The objective of the RC is to provide a formal, transparent and objective procedure for fixing
remuneration packages of individual directors and senior management to ensure that the level of
remuneration paid by the Company serves to attract, retain and motivate the employees needed to
manage the Company and the Group effectively.
The RC is also responsible for implementing and administering the Asiatravel.com Share Option
Scheme 2011 and Asiatravel.com Performance Share Plan (collectively Schemes), which give
recognition to the contributions made by confirmed full-time employees and directors. No director is
involved in determining his own remuneration.
The RCs responsibilities include:
a)
b)
formulating the framework of the remuneration for directors and key executives, taking into
account comparability of standards within the industry and with other companies;
63
REPORT OF
CORPORATE GOVERNANCE (Contd)
c)
d)
implementing and administering the Schemes, and attending to any matters pertaining to
the Schemes.
The RC will determine the remuneration package for Executive Director based on the performance
of the Group and the directors fees payable to the Non-Executive Directors, which will be based
on effort, time spent and responsibilities of each individual director. Thereafter the Directors fees
are recommended to the Board for recommendation to the shareholders for approval at the AGM.
Disclosure on Remuneration
Principle 9: Each company should provide clear disclosure of its remuneration policy,
level and mix of remuneration, and the procedure for setting remuneration
in the companys annual report. It should provide disclosure in relation to
its remuneration policies to enable investors to understand the link between
remuneration paid to directors and key executives, and performance.
The Company has adopted a remuneration policy for staff comprising a fixed component (in the form
of a base salary) and a variable component, which is in the form of a variable bonus that is linked
to the Companys and the individuals performance. Another element of the variable component is
the grant of share options to staff under the Scheme.
A breakdown of the remuneration of the Directors and 5 key executives (who are not directors) for
the financial year ended 30 September 2013 is appended below. There are no employees of the
Group who are immediate family members of a director or the CEO and whose remuneration exceeds
S$150,000 during the financial year ended 30 September 2013.
Number of directors of the Company in remuneration/fee bands:
2013
2012
Below S$250,000
S$250,000 to S$499,999
1
4
1
5
64
REPORT OF
CORPORATE GOVERNANCE (Contd)
Remuneration/fees of directors for the year ended 30 September 2013
Name of directors
S$500,000 and above
S$250,000 to S$499,999
Boh Tuang Poh
Below S$250,000
Total
NIL
NIL
NIL
100%
NIL
100%
100%
NIL
Name of participant
Directors Fee
NIL
Salary
100%
NIL
NIL
100%
100%
100%
100%
100%
100%
2012
Below S$250,000
S$250,000 to S$499,999
It is not in the best interests of the Company to set out names of its key executives due to the sensitive
nature of this information and to prevent solicitation of key executives by the Companys competitors.
65
REPORT OF
CORPORATE GOVERNANCE (Contd)
The Board understands its accountability to the shareholders for the Groups performance, and
Management understands its role in providing the Board with financial accounts and information, which
present a balanced and comprehensive assessment of the Groups performance, financial position
and prospects on a regular basis. A review of the Groups financial performance and commentary on
the competitive conditions within the industry in which the Group operates is provided to shareholders
in the Companys quarterly and full year financial results announcements.
Audit Committee
Principle 11: The Board should establish an Audit Committee (AC) with written terms of
reference which clearly set out its authority and duties.
The AC comprises the following 3 members:Heng Su-Ling Mae (Chairman)
Tan Kheng Lee Arnold
Sheng Faqiang (Appointed on 23 December 2013)
Chong Chin Fan (Resigned on 1 October 2013)
The AC is chaired by Ms Heng Su-Ling Mae, who has over 16 years of experience in an audit, corporate
finance and business advisory environment with Ernst and Young Singapore. The other AC members
have many years of financial accounting, legal and business management experience. The AC is of
view that its members have the requisite financial management expertise and experience to discharge
the ACs functions in accordance with the Companies Act, Chapter 50, and its terms of reference.
The ACs primary functions are to:a)
recommend to the Board the appointment or re-appointment and remuneration of the external
auditors of the Company;
b)
review with the external and internal auditors their evaluation of the systems of internal
accounting controls and monitor managements response and actions to address noted
deficiencies;
c)
review the Companys quarterly results announcements, the financial year statements of
the Company and the consolidated financial statements of the Group before submission to
the Board for approval of release of the results announcement to the Singapore Exchange
Securities Trading Limited (SGX-ST);
d)
monitor interested person transactions and conflict of interest situations that may arise within
the Group including any transaction, procedure or course of action that raises questions of
Management integrity;
e)
evaluating the cost effectiveness, independence and objectivity of the external auditors and
the nature and extent of the non-audit services provided by them;
f)
meet with the internal and external auditors, without the presence of the Companys
management, at least once annually;
g)
to review the internal audit programme and the adequacy and effectiveness of the Companys
internal audit function, as well as to ensure co-ordination between the internal and external
auditors and Management;
66
REPORT OF
CORPORATE GOVERNANCE (Contd)
h)
to oversee design and implementation of the overall risk management systems and internal
control systems (including financial, operational, compliance and information technology
controls);
i)
to approve the hiring, removal, evaluation and compensation of the head of the internal audit
function, or the accounting, auditing firm or corporation to which the internal audit function
is outsourced.
j)
to ensure that the internal audit function is staffed with persons with the relevant qualification
and experience and that they carry out their functions according to the standards set by
nationally or internationally recognized professional bodies, including the Standards for the
Professional Practice of Internal Auditing set by the Institute of Internal Auditors; and
k)
to review the audit representation letters before consideration by the Board, giving particular
consideration to matters that related to non-standard issues.
The Company has put in place a whistle-blowing policy to provide a channel to employees to report
in good faith and in confidence, without fear of reprisals, concerns about improprieties in financial
reporting or other matters. The objective for such arrangement is to ensure independent investigation
of such matters and for appropriate follow-up action.
The AC has full access to and co-operation from Management, has full discretion to invite any
director or executive officer to attend the meetings and has been given reasonable resources to
discharge its functions.
In accordance with the requirements of Rule 716 of the SGX-ST Listing Manual Section B: Rules
of Catalist (Rules of Catalist), the AC and the Board are satisfied that the appointment of different
auditors for certain of its subsidiaries would not compromise the standard and effectiveness of the
audit of the Group.
Internal Controls
Principle 12: The Board should ensure that the Management maintains a sound system of
internal controls to safeguard the shareholders investments and the companys
assets.
The internal auditors carried out internal audit on the system on internal controls and reported the findings
to the AC. Separately, in performing the audit of the financial statements of the Group, the external
auditor considers internal control relevant to the entitys preparation of the 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 entitys internal control.
Material non-compliance and internal control weakness and recommendations for improvements noted
during the audit are reported to the AC. The AC has reviewed the effectiveness of the actions taken by
the Management on the recommendations made by the internal and external auditors.
The system of internal controls established by the Company provides reasonable, but not absolute,
assurance that the Company will not be adversely affected by any events that can be reasonably
foreseen as it strives to achieve it business objectives. The Board notes that no system of internal
controls can provide absolute assurance in this regard, or absolute assurance against poor judgment
in decision making, human error, losses, fraud or other irregularities.
The AC and Board had set the direction for Management to work closely with its internal auditors.
Audit findings and appropriate recommendations will be presented in a detailed report to the AC and
Management. The AC and Board review the effectiveness of the internal controls system.
67
REPORT OF
CORPORATE GOVERNANCE (Contd)
Based on the internal controls established and maintained by the Group, work performed by the
internal and external auditors, and reviews performed by Management, various Board Committees
and the Board, the AC and the Board are of the opinion that the Groups internal controls, addressing
financial, operational and compliance risk, were adequate as at 30 September 2013.
Internal Audit
Principle 13: The Company should establish an internal audit function that is independent
of the activities it audits.
For the financial year ended 30 September 2013, the Company outsourced its internal audit function to
an independent external audit firm, who reports directly to the Chairman of the AC and administratively
to the Management. The internal auditor is guided by the Standards for Professional Practice of
Internal Auditing set by the Institute of Internal Auditors. The objective of the internal audit function is
to determine whether the Groups risk management, control and governance processes, as designed
by the Company, is adequate and functioning in the required manner. The internal auditors have
identified the Groups main business processes and developed an audit plan that covers the main
business processes.
The Groups results and any other material information are released via SGXNet on a timely
basis; and
b)
A copy of the Annual Report and the Notice of the AGM, which are sent to every shareholder
of the Company. The AGM Notice is also published in the newspapers and announced via
SGXNet.
At AGMs, shareholders are given opportunity to express their views and make enquires regarding
the operations of the Group. The Board and management team are present at these meetings to
address any questions that shareholders may have concerning the Company. The external auditors
are also present to answer any relevant shareholders queries.
Securities Transactions
The Company has adopted an internal code on securities trading, which provide guidance and internal
regulations with regard to dealings in the Companys securities by its Directors and officers that is
modeled on the Best Practice Guide of SGX-ST. The Companys internal code prohibits its Directors
and officers from dealing in the Companys securities while in possession of unpublished material
price-sensitive information in relation to the Companys securities and during the closed period,
which is two weeks before the date of the Companys announcements of its quarterly financial results
and one month before the date of the Companys announcement of its full year financial results.
Directors and officers of the Company are also advised not to deal in the Companys securities on
short-term considerations.
68
REPORT OF
CORPORATE GOVERNANCE (Contd)
Directors and officers of the Company are also expected to observe insider trading laws at all times
even when dealing in securities within permitted trading periods.
The Group has not obtained a general mandate from shareholders for interested person transactions.
All interested person transactions are subject to review by the Board and the AC.
RISK MANAGEMENT
The Company does not have a Risk Management Committee. However, Management regularly
assesses and reviews the Groups business and operational environment in order to identify areas
of significant business and financial risks, such as credit risks, foreign exchange risks, liquidity
risks and interest rate risks. Once the risks are identified, Management will table the measures and
procedures to mitigate the risks to the Board for consideration and approval of the implementation
of such measures and procedures.
MATERIAL CONTRACTS
No material contracts were entered between the Company or any of its subsidiaries with any directors
or controlling shareholders during the financial year ended 30 September 2013.
CATALIST SPONSOR
The Company is currently under the SGX-ST Catalist sponsor supervised regime. The continuing
sponsor of the Company is RHT Capital Pte. Ltd. who was appointed on 1 October 2012.
For the purpose of Rule 1204(21) of the Rules of Catalist, there was no non-sponsor fee paid to RHT
Capital Pte. Ltd. for the financial year ended 30 September 2013.
69
General
Information
Directors
Boh Tuang Poh
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Sheng Faqiang
Patrick Ngiam Mia Je
Chong Chin Fan
Audit Committee
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Sheng Faqiang
Chong Chin Fan
Remuneration Committee
Mae Heng Su-Ling
(Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang
(Appointed on 23 December 2013)
Patrick Ngiam Mia Je (Retired on 31 January 2013)
Chong Chin Fan
(Chairman) (Resigned on 1 October 2013)
Nominating Committee
Arnold Tan Kheng Lee (Chairman)
Mae Heng Su-Ling
Boh Tuang Poh
Sheng Faqiang
(Appointed on 23 December 2013)
Chong Chin Fan
(Resigned on 1 October 2013)
Company Secretary
Wan Tiew Leng Lynn
Yeo Poh Noi Caroline
Registered Office
615 Lorong 4 Toa Payoh,
#01-01, Singapore 319516
Telephone : 6732 6773
Fax
: 6732 1226
E-mail
: info@asiatravel.com
Registrar and Share Transfer Office
Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Auditor
Ernst & Young LLP
One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner in charge: Low Bek Teng (Date of appointment: since financial year ended 30 September 2011)
Bankers
Citibank N.A.
DBS Group Holdings Limited
United Overseas Bank Limited
Oversea-Chinese Banking Corporation Limited
70
FINANCIAL
INFORMATION
DIRECTORS
REPORT
STATEMENT BY
DIRECTORS
INDEPENDENT
AUDITORS
REPORT
Balance
Sheets
CONSOLIDATED
INCOME
STATeMENT
PG. 71
PG. 77
PG. 78
PG. 80
PG. 82
CONSOLIDATED
STATEMENT OF
Comprehensive
Income
STATEMENT
of changes
in equity
CONSOLIDATED
CASH FLOW
STATEMENT
NOTES TO
THE FINANCIAL
STATEMENTS
PG. 83
PG. 84
PG. 88
PG. 90
71
DIRECTORS
REPORT
The directors present their report to the members together with the audited consolidated financial
statements of Asiatravel.com Holdings Ltd (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 30 September 2013.
Directors
The directors of the Company in office at the date of this report are:
Boh Tuang Poh
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Sheng Faqiang (Appointed on 23 December 2013)
Name of Directors
The Company
Asiatravel.com Holdings Ltd
Deemed interest
At beginning
At beginning
of the financial
At end
of the financial
At end
year/Date of
of the
year/Date of
of the
appointment financial year appointment financial year
Ordinary shares
Boh Tuang Poh
840,000
840,000
29,657,926
29,157,926
72
DIRECTORS
REPORT (Contd)
Directors interest in shares and debentures (contd)
Direct interest
Name of Directors
The Company
Asiatravel.com Holdings Ltd
Deemed interest
At beginning
At beginning
of the financial
At end
of the financial
At end
year/Date of
of the
year/Date of
of the
appointment financial year appointment financial year
3,644,740
3,644,740
105,000
105,000
On 16 January 2013, 59,731,708 warrants in issue comprising 29,865,854 warrants in Tranche 1 and
29,865,854 warrants in Tranche 2 were alloted and issued to eligible shareholders of the Company.
Each warrant confers upon the warrant holder the right to subscribe in cash, one new share at an
exercise price of S$0.245 for Tranche 1 and S$0.273 for Tranche 2. At the date of this report, no
warrant has been exercised.
There was no change in any of the above-mentioned interests between the end of the financial year
and 21 October 2013.
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.
73
DIRECTORS
REPORT (Contd)
Share Plans
The Remuneration Committee is responsible for administering the Asiatravel.com Share Option
Scheme (the Scheme).
During the financial year, members of the Remuneration Committee are as follows:
Mae Heng Su-Ling
Arnold Tan Kheng Lee
Patrick Ngiam Mia Je
Sheng Faqiang
Chong Chin Fan
(Chairman)
(Retired on 31 January 2013)
(Appointed on 23 December 2013)
(Chairman) (Resigned on 1 October 2013)
2012
Executive Directors
Other Executives
365,000
365,000
2012
300,000
300,000
365,000
200,000
165,000
300,000
300,000
Options
granted
Options
exercised
during the year
(365,000)
(200,000)
(165,000)
Options
cancelled
during the year
Eligible grantees who participate in the 2011 Scheme may also be eligible to participate in other share option schemes implemented by
the Company or by the Companys subsidiaries if under the rules of that scheme, he is eligible to participate in it.
The total number of shares to be issued by the Company in respect of which options are granted under the 2011 Scheme shall not exceed
15% of the total issued share capital of the Company from time to time.
The offer of an option to an eligible grantee, if not accepted by him within 30 days from the date of such offer, will lapse. Upon acceptance
of the offer, the eligible grantee to whom the option is granted shall pay to the Company a consideration of $1.
(ii)
(iii)
(iv)
15 April 2018
31 January 2013
31 January 2013
Expiry date
The Subscription Price per share shall be determined by the Remuneration Committee at its absolute discretion and fixed by the
Remuneration Committee, at a price not exceeding 20% discount on the market value of the shares based on the average of the last
dealt price of the share for the five market days prior to the date of grant, as quoted and shown on the daily Financial News published
by the SGX-ST, or its nominal value, whichever is higher.
$0.205
$0.600
$0.600
Subscription
price
(i)
Subsequent to end of the financial year and up to the date of this report, no options has been exercised.
300,000
300,000
Balance
at end
of the year
During the financial year, there were 300,000 unissued shares of the Company under options.
16 April 2013
1 February 2008
1 February 2008
Date of grant
Balance at
beginning
of the year
Options granted under the 2011 Scheme to full-time executive employees and directors of the Group are subject to an option period of ten years,
such period commencing from the date of grant and expiring on the day immediately preceding the tenth anniversary of the date of grant. The
options are exercisable on the first anniversary of the date of grant. At the end of the financial year, there were 300,000 unissued ordinary shares
of the Company under options as follows:
74
DIRECTORS
REPORT (Contd)
75
DIRECTORS
REPORT (Contd)
Share Plans (contd)
Except for shares available for issue under the 2011 Scheme as disclosed above,
(i)
(a)
no other options granted by the Company or its subsidiaries to any person to take
up unissued shares in the Company or its subsidiaries;
(b)
(ii)
as at the end of the financial year, there were no other unissued shares in the Company or
its subsidiaries under option.
Since the commencement of the employee share option plans till the end of the financial year:
No options have been granted to the controlling shareholders of the Company and their
associates
No participant 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
No options that entitle the holder to participate, by virtue of the options, in any share issue
of any other corporation have been granted
No options have been granted at a discount
Audit Committee
The Audit Committee comprises three board members, all of whom are independent, non-executive
directors. The members of the Audit Committee during the financial year and at the date of this
report are:
Mae Heng Su-Ling
(Chairman)
Arnold Tan Kheng Lee
Sheng Faqiang
(Appointed on 23 December 2013)
Chong Chin Fan
(Resigned on 1 October 2013)
The Audit Committee held 4 meetings since the last Directors Report and performed the functions
specified in the Singapore Companies Act. The Audit Committee may examine whatever aspects it
deems appropriate of the Groups financial affairs, its internal and external audits and its exposure
to risks of a regulatory or legal nature. It keeps under review the effectiveness of the Company
and the Groups system of accounting and internal financial controls, for which the directors are
responsible. It also keeps under review the Companys programme to monitor compliance with its
legal, regulatory and contractual obligations.
In performing its functions, the Audit Committee reviewed the overall scope of both internal and
external audits and the assistance given by the Companys officers to the auditors. The Committee
met with the internal and external auditors to discuss the results of their respective examinations and
their evaluation of the Company and the Groups system of accounting and internal financial controls.
The Audit Committee also reviewed the financial statements of the Company and the consolidated
financial statements of the Group for the financial year ended 30 September 2013 as well as the
external auditors report thereon.
76
DIRECTORS
REPORT (Contd)
Audit Committee (contd)
The Audit Committee, 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 auditors. The Audit Committee has also conducted a review of interested person
transactions. In addition, the Audit Committee has met with internal and external auditors, without
the presence of the Companys management, at least once a year.
The Audit Committee has full access to and co-operation by the Companys management and the
internal auditor and has full discretion to invite any director or executive officer to attend its meetings.
The auditors have unrestricted access to the Audit Committee. The Audit Committee has reasonable
resources to enable it to discharge its functions properly.
The Audit Committee recommends to the Board of Directors the nomination of Ernst & Young LLP
as external auditors at the forthcoming annual general meeting of the Company.
Further details regarding the Audit Committee are disclosed in the Report on Corporate Governance.
Auditor
Ernst & Young LLP has expressed their willingness to accept reappointment as auditor.
77
Statement
by Directors
We, Boh Tuang Poh and Mae Heng Su-Ling, being two of the directors of Asiatravel.com Holdings
Ltd, do hereby state that, in the opinion of the directors,
(i)
(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.
78
Independent
Auditors Report
Auditors 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 auditors 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 entitys preparation of the 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 entitys 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.
79
Independent
Auditors Report (Contd)
For the financial year ended 30 September 2013
to the Members of Asiatravel.com Holdings Ltd
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 state of affairs
of the Group and of the Company as at 30 September 2013 and the results, changes in equity and
cash flows of the Group and the changes in equity of the Company for the year ended on that date.
80
Balance
Sheets
As at 30 September 2013
Note
2013
$000
Group
2012
$000
2013
$000
Company
2012
$000
Non-current assets
Property, plant and equipment
Intangible assets
4
5
Investment in subsidiaries
Other investments
Current assets
Inventories
Trade receivables
10
7,070
7,516
98
156
9,964
7,086
599
3,505
7,436
100
124
841
3,201
7,501
14,840
17,274
11,540
11,543
6,337
6,791
367
670
8,910
1,166
8,529
827
240
163
300
76
Other receivables
11
2,060
1,875
289
273
12
7,268
12,906
13
14
14
Current liabilities
1,850
2,008
24,242
24,673
3,919
4,641
1,250
1,250
11,489
16,996
1,912
1,521
Trade payables
15
4,615
3,682
Deferred income
16
4,171
2,761
277
305
5,857
5,823
Other payables
15
17
18
19
Bank loan
20
4,413
13
4,229
11
1,257
1,714
15
84
500
1,873
907
500
971
1,298
14,984
12,481
9,414
8,397
9,258
12,192
2,075
8,599
81
Balance
Sheets (Contd)
As at 30 September 2013
Note
Non-current liabilities
Obligations under finance leases
19
Net assets
21(a)
Treasury shares
21(b)
Accumulated losses
22(a)
Share-based compensation
reserve
Total equity
22(b)
22(c)
22(d)
Group
2013
$000
1,544
6
2012
$000
2013
$000
2,082
8
Company
2012
$000
455
1,961
1,550
2,090
455
1,961
22,548
27,376
13,160
18,181
32,058
32,058
32,058
32,058
(3,124)
(8,329)
2
(2,564)
1,372
(3,124)
(2,669)
83
(2,831)
1,372
(3,124)
(15,776)
(3,124)
(10,836)
83
19,415
24,889
13,160
18,181
22,548
27,376
13,160
18,181
3,133
2,487
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
82
Consolidated Income
Statement
2012
$000
23
86,248
90,396
24
831
Note
Revenue
Sale of services
Other items of income
Items of expenses
24
983
87,084
91,403
Changes in inventories
25
(67,720)
(68,885)
29
(9,737)
(10,230)
25
(13,691)
(14,021)
25
(6,312)
(3,991)
(6,286)
(3,526)
(5,743)
(3,769)
(6,286)
(3,526)
Finance costs
5
4
25
26
Attributable to:
Owners of the Company
(1,085)
(165)
26
(543)
Non-controlling interests
(998)
(808)
(1,155)
(295)
465
243
Basic
27
(2.37)
(1.55)
Diluted
27
(2.37)
(1.55)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
83
Consolidated Statement of
Comprehensive Income
For the financial year ended 30 September 2013
2013
$000
2012
$000
(6,286)
(3,526)
268
(557)
(6,018)
(4,083)
(5,476)
(4,314)
(6,018)
(4,083)
(542)
231
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
At 30 September 2013
Total others
Others
Disposal of subsidiary
At 1 October 2012
Group
32,058
(3,124)
(3,124)
$000
Treasury
shares
Note21(b)
32,058
$000
Share
capital
Note 21(a)
(8,329)
83
83
(5,743)
(5,743)
(2,669)
$000
Accumulated
losses
Note 22(a)
1,372
1,372
$000
Capital
reserve
Note 22(d)
(83)
(83)
83
$000
Share-based
compensation
reserve
Note 22(b)
(2,564)
267
267
(2,831)
$000
Foreign
currency
translation
reserve
Note 22(c)
(9,519)
(5,476)
267
(5,743)
(4,045)
$000
Total
reserves
3,133
1,188
1,251
(63)
(542)
(543)
2,487
$000
Noncontrolling
interests
22,548
1,188
1,251
(63)
(6,018)
268
(6,286)
27,376
$000
Total
equity
84
Statements of
Changes in Equity
At 30 September 2012
Total others
Others
Share buy-back
At 1 October 2011
Group
32,058
(3,124)
(99)
94
(99)
94
94
(99)
(3,025)
$000
31,964
$000
Treasury
shares
Note21(b)
Share
capital
Note 21(a)
(2,669)
31
31
(3,769)
1,069
(3,769)
$000
Accumulated
losses
Note 22(a)
1,372
1,372
$000
Capital
reserve
Note 22(d)
83
(31)
(31)
114
$000
Share-based
compensation
reserve
Note 22(b)
(2,831)
(545)
(545)
(2,286)
$000
Foreign
currency
translation
reserve
Note 22(c)
(4,045)
(4,314)
(545)
269
(3,769)
$000
Total
reserves
2,487
(400)
(400)
231
(12)
243
2,656
$000
Noncontrolling
interests
(400)
27,376
(400)
(5)
(5)
94
(99)
(4,083)
(557)
(3,526)
31,864
$000
Total
equity
85
Statements of
Changes in Equity (Contd)
For the financial year ended 30 September 2013
At 30 September 2013
Total others
Others
At 1 October 2012
Company
32,058
32,058
$000
Share
capital
Note 21(a)
(3,124)
(3,124)
$000
Treasury
shares
Note 21(b)
(15,776)
83
83
(5,023)
(5,023)
(10,836)
$000
(83)
(83)
83
$000
Share-based
Accumulated compensation
losses
reserve
Note 22(a)
Note 22(b)
(15,774)
(5,023)
(5,023)
(10,753)
$000
Total
reserves
13,160
(5,023)
(5,023)
18,181
$000
Total
equity
86
Statements of
Changes in Equity (Contd)
32,058
94
94
94
31,964
$000
(3,124)
(99)
(99)
(99)
(3,025)
$000
Treasury
shares
Note 21(b)
(10,836)
31
31
(2,212)
(2,212)
(8,655)
$000
83
(31)
(31)
114
$000
Share-based
Accumulated compensation
losses
reserve
Note 22(a)
Note 22(b)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
At 30 September 2012
Total others
Others
Share buy-back
At 1 October 2011
Company
Share
capital
Note 21(a)
(10,753)
(2,212)
(2,212)
(8,541)
$000
Total
reserves
(2,212)
18,181
(5)
(5)
94
(99)
(2,212)
20,398
$000
Total
equity
87
Statements of
Changes in Equity (Contd)
For the financial year ended 30 September 2013
88
Note
Cash flows from operating activities
Adjustments for:
2013
2012
$000
$000
(6,312)
(3,991)
1,085
1,155
Interest expense
25
165
295
Interest income
10
998
(5)
158
27
82
336
(990)
2,724
Increase/(decrease) in payables
87
12
492
Decrease in inventories
(24)
(3,544)
808
(1,314)
83
(1,493)
370
1,064
(188)
(5)
(252)
Interest paid
(165)
(295)
(149)
(274)
(1,760)
(893)
Interest received
(137)
Translation adjustment
14
(204)
(1,368)
1,786
(131)
158
241
24
(96)
(1,168)
(1,046)
729
(243)
(1,728)
89
Share buy-back
21(b)
21(a)
(2,308)
1,251
(736)
(2,351)
783
14
2012
$000
1,883
2013
$000
4,641
3,919
(400)
(99)
94
(2,713)
(5,334)
17
9,958
4,641
AT Express Pte Ltd (ATE), an 50% owned subsidiary company, disposed its 100% equity interest
in its 60% owned subsidiary, Arahato Travel & Tours Sdn Bhd (ATT) on 31 December 2012 at a
consideration of S$95,000. The sales consideration was arrived at based on ATTs financial position
and on a willing buyer and seller basis. The disposal consideration was received in cash.
The value of assets and liabilities of ATT recorded in the consolidated financial statements as at
31December 2012, and the cash flow effect of the disposal were:
$000
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Deferred income
71
153
178
402
(155)
(53)
(27)
(4)
(5)
158
(63)
95
95
(48)
(178)
(131)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
90
Notes to The
Financial Statements
1.
Corporate information
Asiatravel.com Holdings Ltd (the Company) is a limited liability company incorporated
and domiciled in Singapore. The Company is listed on the Catalist of Singapore Exchange
Securities Trading Limited (SGX-ST).
The registered office and principal place of business of the Company is located at 615
Lorong 4 Toa Payoh, #01-01, Singapore 319516.
The principal activities of the Company are that of an investment holding company, sale of
tour packages, provision of internet hotel reservation and other promotion services. The
principal activities of the subsidiaries are disclosed in Note 6.
Basis of preparation
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).
The financial statements have been prepared on the historical cost basis except as disclosed
in the accounting policies below.
The financial statements are presented in Singapore dollars (SGD or $) and all values are
rounded to the nearest thousand (S$000) as indicated.
2.2
2.3
Description
Effective for
annual periods
beginning
on or after
1 January 2013
1 January 2013
1 January 2013
91
Notes to The
Financial Statements (Contd)
Description
Effective for
annual periods
beginning
on or after
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
The directors expect that the adoption of the standards above will have no material impact
on the financial statements in the period of initial application.
2.4
(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.
92
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
(a)
Business combinations
(b)
93
Notes to The
Financial Statements (Contd)
(b)
2.5
94
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
2.6
Foreign currency
The financial statements are presented in Singapore Dollars, which is also the Companys
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)
95
Notes to The
Financial Statements (Contd)
Computers
Office equipment
Motor vehicles
Years
35
3 10
3 10
5
5 17
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 values, useful life and depreciation method are reviewed at each financial yearend 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 the profit or loss in the year the asset is derecognised.
96
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
Intangible assets
(a)
Goodwill
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 each of the Groups cash-generating 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.
The cash-generating units to which goodwill has been allocated is tested for impairment
annually and whenever there is an indication that the cash-generating 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. Where the recoverable amount of the cash-generating unit is less than the
carrying amount, an impairment loss is recognised in the profit or loss. Impairment
losses recognised for goodwill are not reversed in subsequent periods.
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 cash-generating unit retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operation on
or after 1 January 2005 are treated as assets and liabilities of the foreign operations
and are recorded in the functional currency of the foreign operations and translated
in accordance with the accounting policy set out in Note 2.6.
Goodwill and fair value adjustments which arose on acquisitions of foreign operation
before 1 January 2005 are deemed to be assets and liabilities of the company and
are recorded in SGD at the rates prevailing at the date of acquisition.
(b)
97
Notes to The
Financial Statements (Contd)
(b)
(ii)
Club membership
Club membership relates to golf membership which has indefinite life.
98
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
(b)
2.9
Club membership
Website
development and
software costs
Acquired
Internally developed
Indefinite
No amortisation
Finite
Amortised over
3 - 5 years on
straight line basis
Impairment testing
Annually
Review of
Amortisation
Period and Method
99
Notes to The
Financial Statements (Contd)
2.10 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and
operating policies so as to obtain benefits from its activities.
In the Companys separate financial statements, investments in subsidiaries are accounted
for at cost less any impairment losses.
100
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
(a)
(b)
Derecognition
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 the profit or loss.
101
Notes to The
Financial Statements (Contd)
(a)
(b)
102
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
2.14 Inventories
Inventories are stated at the lower of cost and net realisable value. Inventories comprise
admission tickets to various tourist attractions, airtime spots and hotel/resort room nights.
Cost is determined on a first-in-first out basis.
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, after
making allowance for damaged tickets and expiration of these tickets and room nights.
2.15 Provisions
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.
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.
103
Notes to The
Financial Statements (Contd)
Subsequent measurement
After initial recognition, financial liabilities 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.
Derecognition
A financial liability is derecognised 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 the profit or loss.
(a)
104
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
(b)
2.19 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance
of the arrangement at inception date: whether fulfilment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset,
even if that right is not explicitly specified in an arrangement.
For arrangements entered into prior to 1 January 2005, the date of inception is deemed to
be 1 January 2005 in accordance with the transitional requirements of INT FRS 104
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.
105
Notes to The
Financial Statements (Contd)
As lessee (contd)
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.
2.20 Revenue
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. The
Group assesses its revenue arrangements to determine if it is acting as principal or agent
and records its revenue accordingly.
The following specific recognition criteria must also be met before revenue is recognised:
(a)
(i)
(ii)
(iii)
(d)
Commission income
Revenue from commission income relates to the provision of internet hotel reservation
services, and is recognised once the reservations are fulfilled.
(e)
Promotion service
Revenue from the provision of promotion services is recognised when the right to
receive payment is established.
106
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
(f)
(g)
Interest income
Interest income is recognised using the effective interest method.
2.21 Taxes
(a)
(b)
Deferred tax
Deferred income 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 income 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
107
Notes to The
Financial Statements (Contd)
(b)
where the deferred income 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
The carrying amount of deferred tax assets is reviewed at 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.
Deferred tax assets and liabilities are measured at the tax rates that are expected
to apply to 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.
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.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right
exists to set off current income tax assets against current income tax liabilities and the
deferred income taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria
for separate recognition at that date, would be recognised subsequently if new
information about facts and circumstances changed. The adjustment would either
be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it is
incurred during the measurement period or in profit or loss.
108
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority
is included as part of receivables or payables in the balance sheet.
2.25 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
109
Notes to The
Financial Statements (Contd)
(b)
a present obligation that arises from past events but is not recognised because:
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.
(a)
A person or a close member of that persons family is related to the Group and
Company if that person:
(i)
(ii)
(iii)
An entity is related to the Group and the Company if any of the following conditions
applies:
(b)
(i)
The entity and the Company are members of the same group (which means
that each parent, subsidiary and fellow subsidiary is related to the others).
(ii)
One entity is an associate or joint venture of the other entity (or an associate
or joint venture of a member of a group of which the other entity is a member).
(iii)
(iv)
One entity is a joint venture of a third entity and the other entity is an associate
of the third entity.
(v)
(vi)
(vii)
A person identified in (a) (i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
110
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
3.1
(a)
Income taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant
judgment is involved in determining the Group-wide provision for income taxes. There
are certain transactions and computations for which the ultimate tax determination is
uncertain during the ordinary course of business. The Group recognises liabilities for
expected tax issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in
the period in which such determination is made. The carrying amount of the Groups
income tax payable and deferred tax liabilities at 30 September 2013 was $15,000
and $6,000 respectively (2012: $84,000 and $8,000 respectively).
(b)
3.2
111
Notes to The
Financial Statements (Contd)
(a)
(b)
(c)
112
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
(d)
(e)
113
Notes to The
Financial Statements (Contd)
4.
Group
Cost
At 1 October 2011
Additions
Disposals
Exchange differences
Additions
Disposals
Disposal of a subsidiary
company
Exchange differences
At 30 September 2013
Accumulated depreciation
At 1 October 2011
Disposals
Exchange differences
Disposals
Disposal of a subsidiary
company
Exchange differences
At 30 September 2013
Furniture
and
Office
Motor
Computers fittings equipment Renovation vehicles
$000
1,526
192
(101)
(22)
1,595
131
(20)
(61)
(4)
$000
$000
406
386
(211)
358
(8)
545
9
(9)
(2)
(1)
$000
$000
439
11,555
14,312
(88)
(241)
(1,150)
(1,791)
350
343
11,092
13,925
(3,481)
(3,515)
(56)
(129)
62
(10)
15
(5)
(10)
(1)
149
(4)
695
(8)
49
(1)
1,641
542
349
344
7,603
1,072
294
260
251
1,943
(163)
(85)
(173)
186
218
152
267
(97)
(15)
1,227
196
(20)
(23)
(4)
62
(7)
89
(7)
(1)
(1)
Total
$000
50
(7)
50
(2)
(5)
(1)
78
(4)
70
698
(457)
(6)
2,178
680
1,456
(52)
204
(6)
10,479
3,820
1,155
(975)
(39)
3,961
1,085
(1,542)
(1,571)
(29)
(58)
(1)
(1)
(8)
1,376
266
260
221
1,286
3,409
At 30 September 2012
368
359
132
191
8,914
9,964
At 30 September 2013
265
276
89
123
6,317
7,070
114
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
4.
Company
Cost
At 1 October 2011
Additions
Disposals
Furniture
and
Office
Motor
Computers fittings equipment Renovation vehicles
$000
$000
625
160
79
267
$000
67
32
$000
89
85
Total
$000
$000
225
1,166
320
(118)
(12)
(60)
(225)
783
(415)
704
309
87
114
320
1,534
At 30 September 2013
705
315
91
114
320
1,545
45
225
830
(37)
(225)
(348)
Additions
Accumulated depreciation
At 1 October 2011
437
130
567
At 30 September 2013
Disposals
91
41
(76)
56
32
14
(10)
36
21
29
11
211
693
656
60
116
17
23
64
253
At 30 September 2012
137
253
51
85
315
841
At 30 September 2013
49
199
38
62
251
599
89
53
52
69
946
6,075
Group
2012
$000
2013
$000
7,613
251
Company
2012
$000
315
Leased assets are held as security for the related finance lease liabilities (Note 19).
115
Notes to The
Financial Statements (Contd)
5.
Intangible assets
Group
Cost
At 1October 2011
Additions
Exchange differences
Exchange differences
At 30 September 2013
Goodwill
$000
1,609
Contractual
and legal
Website
right over
development
audio-visual
Club
and software
materials
membership
costs
$000
$000
$000
2,325
45
5,973
9,952
(112)
(3)
1,046
(21)
1,609
2,213
42
6,998
56
Total
$000
1,368
1,046
(136)
10,862
1,368
60
1,609
2,269
43
8,369
12,290
At 1 October 2011
2,986
2,986
Exchange differences
Accumulated amortisation
Amortisation
At 30 September 2013
Net carrying amount
808
(18)
808
(18)
3,776
3,776
4,774
4,774
998
998
At 30 September 2012
1,609
2,213
42
3,222
7,086
At 30 September 2013
1,609
2,269
43
3,595
7,516
116
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
5.
Website development
and software costs
$000
Cost
At 1 October 2011
5,189
1,046
6,235
1,289
At 30 September 2013
7,524
Accumulated amortisation
At 1 October 2011
2,239
3,034
At 30 September 2013
4,019
Amortisation
Amortisation
795
985
3,201
At 30 September 2013
3,505
Amortisation expense
The amortisation of website development and software costs is shown as a separate line item
in the consolidated income statement. Club membership is not amortised as it has indefinite life.
117
Notes to The
Financial Statements (Contd)
5.
Group
Goodwill
Hotel
Reservation
segment
Travel
Services
segment
Total
2013
$000
2012
$000
2013
$000
2012
$000
2013
$000
2012
$000
2013
$000
2012
$000
555
555
453
453
601
601
1,609
1,609
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 period of four years. The pre-tax discount rate applied to these cash flow projections
and the forecasted growth rates used to extrapolate the cash flow projections beyond the
four years period are as follows:
Hotel
Promotion
Service
segment
Group
2013
$000
Growth rate
0%
19.51%
2012
$000
10%
19.51%
Hotel
Reservation segment
2013
$000
34%
5.50%
2012
$000
10%
7.71%
Travel
Services
segment
2013
$000
5%
5.50%
2012
$000
10%
19.51%
The calculations of value in use for the CGUs are most sensitive to the following assumptions:
Budgeted gross margins Gross margins are based on average values achieved
in the year immediately preceding the start of the budget period and adjusted for
anticipated efficiency improvements. For the Hotel Reservation segment and the
Travel Services segment, an increase of 3% - 4% and 5% per annum respectively
was applied. No adjustment was made for the Hotel Promotion Service Segment.
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.
118
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
5.
Pre-tax discount rate Discount rates represent the current market assessment of the
risks specific to each CGU. This is the benchmark used by management to assess
operating performance and to evaluate future investment proposals. In determining
appropriate discount rates for each CGU, regard has been given to the yield on a
five-year government bond issued in year 2013.
No impairment is recorded as the value in use amount exceeds its carrying amount as at
30September 2013 and 2012.
Impairment testing of contractual and legal right over audio-visual materials
The Group has assessed the recoverable amount of contractual and legal right over audiovisual materials based on its cash-generating units fair value less cost to sell, estimated
based on selling price of comparative audio-visual materials. No impairment is recorded as the
estimated fair value less cost to sell amount exceeds its carrying amount as at 30September
2013 and 2012.
6.
Investment in subsidiaries
2013
Company
$000
Shares, at cost
Impairment losses
# Amount less than $1,000
2012
$000
8,752
7,501
7,436
7,501
(1,316)
119
Notes to The
Financial Statements (Contd)
6.
Name of Company
Country of
incorporation
Principal activities
Proportion
of ownership
interest held by
the Group
2013
%
2012
%
Singapore
100
100
Singapore
100
100
The British
Virgin Islands
Dormant
100
100
The British
Virgin Islands
Dormant
100
100
Singapore
Dormant
100
100
Singapore
50
50
Singapore
50
50
Star-Travel.com Limited(9)
The British
Virgin Islands
Dormant
100
100
The British
Virgin Islands
Dormant
100
100
120
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
6.
Name of Company
Country of
incorporation
Principal activities
Proportion
of ownership
interest held by
the Group
2013
%
2012
%
Thailand
100
100
Philippines
100
100
100
100
Indonesia
Dormant
100
100
Australia
Dormant
100
100
United States
of America
Dormant
100
100
United Arab
Emirates
100
100
Hong Kong
100
100
Singapore
Dormant
75
75
Dormant
100
100
100
100
121
NOTES TO THE
FINANCIAL STATEMENTS (Contd)
s eptember 2013
6.
Name of Company
Country of
incorporation
Principal activities
Philippines
Dormant
Proportion
of ownership
interest held by
the Group
2013
%
2012
%
70
70
60
India
65
65
India
100
100
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
122
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
7.
Other investments
2013
$000
Group
2012
$000
Non-current:
411
Cost
(279)
98
124
At 1 October
279
197
At 30 September
306
279
(7)
Exchange differences
(8)
27
411
(306)
82
Impairment loss
During the year, the Group recognised impairment loss of $27,000 (2012: $82,000) as there
were significant or prolonged decline in the fair value of these investments below their
costs. The Group treats significant generally as variance above 30% and prolonged as
duration greater than 12 months.
8.
Deferred tax
Deferred tax as at 30 September relates to the following:
Consolidated
Balance Sheet
2013
$000
2012
$000
Group
Consolidated
Income Statement
2013
$000
2012
$000
Exchange differences
70
56
87
48
156
100
(1)
(4)
(4)
(5)
(6)
(8)
(2)
(3)
(14)
11
(39)
(24)
(1)
(681)
(58)
(689)
(3)
(1)
123
Notes to The
Financial Statements (Contd)
8.
MCIT
With effect from 30 September 2004, a Philippines subsidiary company is subject to the
MCIT wherein it is required to pay 2% of its gross income or the normal income tax on its
net income, whichever is higher.
As of 30 September 2013, the composition of the MCIT amounting to S$70,000 (2012:
S$56,000), which may be credited against future normal income tax liabilities, is as follows:
Year incurred
Expiry date
MCIT
$000
2011
30 September 2014
32
2013
30 September 2016
31
2012
30 September 2015
70
MCIT will expire 3 years subsequent to the year in which it was incurred. MCIT that has
expired during the year amounts to $17,000 (2012: $18,000). The Directors are of the view
that there are sufficient tax planning opportunities to realise these tax benefits.
Unrecognised tax losses and capital allowances
2013
$000
Temporary differences for which no
deferred tax asset is recognised:
Unutilised tax losses
6,221
1,342
7,563
Group
Company
2012
$000
2013
$000
2012
$000
5,458
4,516
3,893
6,789
5,082
4,352
1,331
566
459
The unabsorbed capital allowances and unutilised tax losses mentioned above are available
for off-set against future taxable profits of the companies from which these unabsorbed capital
allowances and unutilised losses arose. No deferred tax asset is recognised due to the
uncertainty of its recoverability. The use of these unabsorbed capital allowances and unutilised
tax losses are 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.
124
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
9.
Inventories
2013
$000
Hotel/resort room nights
Admission tickets
Airtime spots
10.
Group
5,653
2012
$000
Company
2013
$000
5,801
317
320
367
2012
$000
6,337
6,791
670
367
670
68
221
367
670
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 represents their fair values on initial
recognition.
2013
$000
Company
2012
$000
2013
$000
2012
$000
8,981
8,600
240
300
At 31 December
8,910
8,529
240
300
Group
(71)
(71)
Collectively impaired
2013
$000
2012
$000
71
114
At 30 September
71
(43)
12
71
125
Notes to The
Financial Statements (Contd)
10.
Chinese Yuan
Malaysia Ringgit
Others
Group
4,427
3,973
2013
$000
2012
$000
4,021
169
234
159
4,124
255
32
98
95
Company
2012
$000
83
33
82
40
50
24
8,910
8,529
240
300
46
11
30 to 60 days
61-90 days
91-120 days
182
Group
2012
$000
358
1,767
150
78
533
165
2,647
Company
2013
$000
2012
$000
14
51
28
134
22
59
771
26
101
126
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
11.
Other receivables
2013
$000
Deposits
Staff advances
Other debtors
Group
Company
2012
$000
2013
$000
2012
$000
1,509
1,569
229
238
491
252
60
35
60
54
2,060
1,875
289
273
The staff advances are non-interest bearing, unsecured, repayable on demand and are to
be settled in cash.
As at 30 September 2013, the other receivables for the Group and the Company are
denominated in the following currencies:
2013
$000
Singapore Dollar
362
2012
$000
2012
$000
867
270
273
203
379
217
India Rupee
141
178
51
58
Thai Baht
Others
83
99
2,060
Company
2013
$000
Philippine Peso
12.
1,107
Group
173
17
1,875
19
289
273
2013
$000
Trade
Non-trade
246
7,022
7,268
2012
$000
985
11,921
12,906
The amounts are unsecured, non-interest bearing, repayable on demand and are to be
settled in cash.
These non-trade balances mainly relate to management fees due, and hosting and domain
fees paid on behalf of these companies.
127
Notes to The
Financial Statements (Contd)
13.
14.
Group
251
2012
$000
185
3,668
4,456
3,919
4,641
1,850
2,008
5,769
6,649
Company
2013
$000
1,912
1,912
1,250
3,162
2012
$000
1,521
1,521
1,250
2,771
Thai Baht
Malaysian Ringgit
Indian Rupee
Others
Group
Company
2012
$000
2013
$000
2012
$000
3,173
3,688
1,862
1,774
592
749
213
262
310
775
460
501
734
431
118
101
207
288
70
5,769
263
350
111
71
264
120
6,649
111
152
214
63
142
3,162
2,771
66
116
The fixed deposits bear interest rates ranging from 0.025% to 0.13% (2012: 0.03% to 0.14%)
per annum and mature within the next twelve months. Fixed deposits are made for varying
periods of between 3 and 6 months depending on the immediate cash requirements of the
Group and earn interest at the respective deposit rates. These fixed deposits can be withdrawn
by the Group anytime with minimum forfeiture of interest income.
Certain fixed deposits of the Group are pledged to a bank for the issuance of banker guarantees
for bank overdraft facilities of certain subsidiaries and the Company and draw down of an
SGD loan under a money market loan. At the end of the reporting period, the Group has
drawn down an SGD loan of S$500,000 (Note 20). There were no overdraft balances drawn
down as at year end.
128
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
15.
Trade payables
Trade payables are non-interest bearing and normally settled on 30 - 90 days terms.
As at 30 September 2013, the trade payables of the Group are denominated in the following
currencies:
2013
$000
Singapore Dollar
Thai Baht
1,758
746
563
526
316
288
369
Malaysia Ringgit
233
Philippine Peso
186
120
Others
140
139
35
2012
$000
2,365
458
Group
4,615
55
3,682
Other payables
Other payables are non-interest bearing and have an average term of 1-3 months.
2013
$000
Accruals
Other creditors
2,609
1,105
699
4,413
Group
Company
2012
$000
2013
$000
3,448
500
372
1,105
4,229
1,873
409
268
2012
$000
352
372
247
971
129
Notes to The
Financial Statements (Contd)
15.
Chinese Yuan
Philippine Peso
16.
Group
Company
2012
$000
2013
$000
2012
$000
3,278
2,514
1,720
874
52
20
102
160
939
200
153
361
129
81
198
83
24
16
470
4,413
112
4,229
1,873
971
Deferred income
Deferred income relates to revenue from services that are collected in advance of its fulfillment.
17.
18.
130
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
19.
Group
1,480
$000
1,257
2012
Minimum
payments
$000
1,880
Present
value of
payments
$000
1,714
1,596
1,447
2,071
1,963
3,178
2,801
4,093
3,796
2,801
2,801
3,796
3,796
Company
102
97
(377)
962
907
142
(297)
1,447
119
1,298
389
358
1,938
1,842
1,453
1,362
3,527
3,259
1,362
1,362
3,259
3,259
2012
$000
2013
$000
2012
$000
500
20.
Present
value of
payments
102
97
(91)
142
(268)
119
Bank Loan
2013
$000
SGD loan
500
Group
Company
This loan has been drawn down under a Money Market Loan bearing interest rate of 3.42%
per annum. The loan is repayable within 3 months and is secured by a charge over fixed
deposit pledged.
131
Notes to The
Financial Statements (Contd)
2013
No. of shares
000
At 1 October
At 30 September
2012
$000
No. of shares
000
$000
243,058
32,058
242,658
31,964
243,058
32,058
243,058
32,058
400
94
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 restriction. The ordinary shares have no par value.
The Company has an employee share option plan (Note 29) under which options
to subscribe for the Companys ordinary shares have been granted to employees
of the Group.
(b)
Treasury shares
Group and Company
2013
No. of shares
000
2012
$000
No. of shares
000
$000
At 1 October
(10,646)
(3,124)
(10,345)
(3,025)
At 30 September
(10,646)
(3,124)
(10,646)
(3,124)
Share buy-back
(301)
(99)
Treasury shares relate to ordinary shares of the Company that are held by the
Company.
The Company acquired Nil (2012: 301,000) shares in the Company through purchases
on the Singapore Exchange Securities Trading Limited during the year. The total
amount paid to acquire the shares was $Nil (2012: $99,000) and this was presented
as a component within shareholders equity.
132
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
22.
Other reserves
(a)
Accumulated losses
2013
$000
At 1 October
Group
(2,669)
2012
$000
1,069
(5,743)
(3,769)
(8,329)
(2,669)
83
31
Company
2013
$000
2012
$000
(10,836)
(5,023)
83
(15,776)
(8,655)
(2,212)
31
(10,836)
At 1 October
At 30 September
(c)
2013
$000
2012
$000
83
114
(83)
(31)
83
(d)
2012
$000
$000
At 1 October
(2,831)
(2,286)
At 30 September
(2,564)
(2,831)
Group
267
(545)
Capital reserve
Capital reserve represents the excess of book value of non-controlling interests
acquired in prior years over its cash consideration.
133
Notes to The
Financial Statements (Contd)
Promotion service
24.
Group
56,979
2012
$000
60,065
22,890
21,816
2,545
4,060
2,444
2,684
1,373
1,751
86,248
90,396
17
20
Other income
2013
$000
Group
2012
$000
Sundry income
197
426
285
201
343
6
831
184
168
983
134
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
25.
51,213
Promotion service
354
16,153
Group
2012
$000
52,494
15,973
418
67,720
68,885
165
295
3,366
3,129
72
115
1,415
1,141
1,104
1,195
Finance costs:
400
158
2,475
106
1,247
241
2
68
27
151
687
87
2,592
113
1,390
255
12
221
82
(3)
336
83
185
178
25
29
279
276
59
10
56
13
135
Notes to The
Financial Statements (Contd)
26.
Group
2012
$000
Income statement:
Current income tax
Singapore
Overseas
84
59
106
32
224
(58)
(689)
(27)
34
(26)
(465)
Group
2012
$000
(6,312)
(3,991)
(1,073)
(678)
Adjustments:
600
500
(75)
(247)
(30)
17
(34)
18
(85)
(28)
(27)
34
617
(26)
(465)
136
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
27.
2013
$000
Loss net of tax attributable to owners of the Company used in the
computation of basic and dilutive earnings per share
(5,743)
Effect of dilution:
Share options *
Warrants *
(3,769)
Group
2013
$000
2012
$000
2012
$000
242,756
242,745
242,756
242,745
300,000 (2012: 365,000) share options were granted to employees under the existing employee
share option plans and 59,751,708 warrants in issue have not been included in the calculation of
diluted loss per share because they are anti-dilutive.
Since the end of the financial year, the number of unexercised share options amounted
to 300,000 (2012: 365,000) shares and the number of unexercised warrants amounted to
59,751,708 (2012: Nil) warrants. During the year, Nil (2012: 301,000) shares were repurchased
pursuant to a share buy-back exercise. 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.
137
Notes to The
Financial Statements (Contd)
28.
2012
$000
850
1,055
1,192
2,001
342
946
Group
2012
$000
Directors remuneration
Defined contributions
Salaries and bonus
273
364
13
906
286
481
13
831
7,535
7,866
9,737
10,230
638
746
138
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
No.
Outstanding at beginning of year
Granted during the year
2012
WAEP
No.
365,000
0.60
1,099,000
(365,000)
0.60
300,000
0.21
300,000
0.21
300,000
0.21
(334,000)
WAEP
0.41
0.42
(400,000)
0.24
365,000
0.60
365,000
0.60
(1)
No share options were exercised during the year. The weighted average share price at the date of
exercise of the options exercised in 2012 was $0.24.
(2)
The exercise prices for options outstanding at the end of the year was $0.21 (2012: $0.60). The
weighted average remaining contractual life for these options is 4.58 years (2012: 0.34 years)
365,000
200,000
165,000
300,000
300,000
Granted
during
the year
(365,000)
(200,000)
(165,000)
Options
Options
exercised
cancelled
during the year during the year
300,000
300,000
Balance
at end
of the year
$0.205
$0.600
$0.600
Subscription
price
Subsequent to end of the financial year and up to the date of this report, no option has been exercised.
During the financial year, there were 300,000 unissued shares of the company under options.
16 April 2013
1 February 2008
1 February 2008
Date of grant
Balance at
beginning
of the year
15 April 2018
31 January 2013
31 January 2013
Expiry date
Options granted under the 2011 Scheme to full-time executive employees and directors of the Group are subject to an option period of
ten years, such period commencing from the date of grant and expiring on the day immediately preceding the tenth anniversary of the
date of grant. The options are exercisable on the first anniversary of the date of grant. At the end of the financial year, there were 300,000
unissued ordinary shares of the Company under options as follows:
There has been no modification to the 2011 Scheme and Share Plan during both 2013 and 2012.
The carrying amount of the share-based compensation reserve, recognised in the Groups and the Companys balance sheets relating
to equity-settled options granted under the Share Option Scheme at 30 September 2013 is $2,000 (2012: $83,000).
139
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
140
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
30.
Directors remuneration
In compliance with the requirements of the Singapore Exchange, the number of directors
whose emoluments fall within the following bands are as follows:
Number of directors
2013
Company
$250,000 to $499,999
Below $250,000
2012
4
Executive
Director
$000
Directors fees
current year
underprovision in
previous years
Salaries
Bonus
Defined contributions
251
22
8
281
NonExecutive
Directors
2012
Total
$000
$000
72
72
NonExecutive Executive
Director
Directors
$000
$000
105
105
10
251
264
72
22
353
Total
$000
22
293
115
10
264
22
7
408
141
Notes to The
Financial Statements (Contd)
Hotel reservation:
Provision of online hotel room booking service through the Groups website and
wholesale hotel reservation services.
(b)
(c)
(d)
Air tickets:
Provision of online air tickets through the Groups website.
(e) Corporate:
General corporate income such as dividend income and management fees derived
from subsidiaries.
(f)
Online wholesale:
Provision of online air-tickets, accommodations and tour packages to travel agencies
B2B (Business to Business)
(g)
Flight packages:
Provision of online air-tickets, accommodation and tour packages to customers B2C
(Business to Customers)
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 arms length basis in a manner similar
to transactions with third parties.
3,211
11,768
239
Segment liabilities
Segment assets
Assets:
(2,147)
21
Segment
(loss)/profit
753
Other non-cash
expenses
Interest income
Depreciation and
amortisation
66,420
Total revenue
Results:
48,763
17,657
External customers
Inter-segment sales
Revenue
2013
$000
2,590
13,194
896
311
66
408
17
74,233
17,651
56,582
2012
$000
1,270
3,072
205
252
50
69
1,373
1,373
2013
$000
1,436
4,850
212
421
166
13
1,751
1,751
2012
$000
1,770
7,388
88
(1,594)
13
607
25,987
6,195
19,792
2013
$000
1,021
5,441
414
244
568
29,410
9,073
20,337
2012
$000
Tour and
transportation
Hotel reservation Hotel promotion
packages
772
3,070
47
(848)
235
2,444
2,444
2013
$000
545
2,736
202
105
127
2,684
2,684
2012
$000
Air tickets
78
808
2,572
2,572
2012
$000
5,521
10,953
861
4,846
14,562
714
(3,316) (4,584)
298
3,118
3,118
2013
$000
Corporate
820
1,939
78
71
103
11,796
11,796
2013
$000
171
873
59
69
32
8,291
8,291
2012
$000
348
638
54
13
18
2,080
2,080
2013
$000
13
67
751
751
2012
$000
2012
$000
86,248
2,822
254
1,257
97
2,083
315
1,963
24
3,949
224
16,534
39,082
1,572
14,571
41,947
2,502
90,396
90,396
2012
$000
Group
2013
$000
(26,970) (29,296)
2013
$000
Adjustments and
Eliminations
142
Notes to The
Financial Statements (Contd)
143
Notes to The
Financial Statements (Contd)
A.
B.
C.
The following items are added to/(deducted from) segment loss to arrive at loss
before tax presented in the consolidated income statement.
Finance costs
2013
$000
2012
$000
(3,101)
(3,130)
4,193
2,275
165
1,257
295
(560)
D.
E.
The following items are added to segment assets to arrive at total assets reported in
the consolidated balance sheet:
2013
$000
Deferred tax assets
Inter-segment assets
F.
156
98
254
2012
$000
100
124
224
The following items are added to segment liabilities to arrive at total liabilities reported
in the consolidated balance sheet:
2013
$000
Deferred tax liabilities
Income tax payable
15
2012
$000
8
84
2,801
3,796
2,822
3,949
61
144
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
Philippines
Thailand
Hong Kong
Middle East
Malaysia
Others
Revenue
Non-current assets
2012
$000
2013
$000
2012
$000
54,135
53,511
13,270
15,683
2,202
2,845
54
8,497
8,673
87
107
83
3,665
3,210
626
637
638
2,633
16
97
4,693
12,418
86,248
5,090
14,434
90,396
40
493
14,586
37
406
17,050
Non-current assets information presented above consist of property, plant and equipment
and intangible assets as presented in the consolidated balance sheet.
Information about major customer
Revenue from two major sales agents amounts to $30,922,000 (2012: $37,242,000).
32.
145
Notes to The
Financial Statements (Contd)
32.
(a)
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should
a counterpart default on its obligations.
The management has a credit policy in place and exposure of credit risk is monitored
on an ongoing basis. The management believes that concentration of credit risk
is limited due to ongoing credit evaluations on all customers and maintaining an
allowance for doubtful debts, which the management believes will adequately provide
for potential credit risks. The Group has also placed its surplus funds in a number of
different banks. Therefore, the Group does not expect to incur material credit losses
on its financial instruments.
Excessive risk concentration
Concentrations of credit risk exist when changes in the economic, industry or
geographical factors similarly affect groups of counterparties whose aggregate credit
exposure is significant in relation to the Groups total credit exposure. As the majority of
the Groups debtors are from the tourism sector, this may give rise to a concentration
of credit risk. It is the Groups policy to enter into transactions with a diversity of creditworthy counterparties so as to mitigate any significant concentration of credit risk.
Exposure to credit risk
At the end of the reporting period, the Groups and the Companys maximum exposure
to credit risk is represented by the carrying amount of each class of financial assets
recognised in the balance sheets.
Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the country of its
trade receivables on an ongoing basis. The credit risk concentration profile of the
Groups trade receivables at the end of the reporting period is as follows:
$000
By country:
China
Indonesia
Singapore
Hong Kong
Other countries
At 31 December
3,967
2013
Group
$000
44
4,126
48
10
1,261
15
3,779
42
252
898
14
8,910
2012
% of total
100
2,835
161
146
8,529
% of total
33
2
2
100
At the end of the reporting period, approximately 86% (2012: 81%) of the Groups
trade receivables are due from 2 major customers.
146
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
32.
(a)
(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 and the Company are not exposed to liquidity risk. It has surplus funds
deposited with various banks and does not anticipate any problem in obtaining external
funding in the foreseeable future when the need arises.
The table below summarises the maturity profile of the Groups and the Companys
financial assets and liabilities at the end of the reporting period based on contractual
undiscounted repayment obligations.
Group
Financial assets
Other investments
1 to 5
years
98
2,060
$000
Trade receivables
8,910
1,850
Other receivables
2013
1 year
or less
3,919
16,739
$000
Over
5 years
$000
Total
$000
98
8,910
1,850
2,060
3,919
98
16,837
4,615
4,615
13
4,413
4,413
13
1,480
1,596
102
3,178
11,021
1,596
102
12,719
5,718
(1,596)
500
(4)
500
4,118
147
Notes to The
Financial Statements (Contd)
32.
(b)
1 year
or less
1 to 5
years
240
240
7,268
7,268
1,912
Company
Financial assets
Trade receivables
Other receivables
$000
289
1,250
10,959
$000
Over
5 years
$000
Total
$000
289
1,250
1,912
10,959
277
962
389
102
7,596
389
102
8,087
3,363
(389)
(102)
2,872
Group
Financial assets
Other investments
Trade receivables
Other receivables
5,857
500
2012
1,453
500
1 to 5
years
124
1,875
2,008
2,008
124
17,179
3,682
3,682
11
$000
8,529
4,641
17,055
4,229
$000
1,840
2,253
7,293
(2,253)
9,762
2,253
Over
5 years
277
5,857
1 year
or less
$000
Total
$000
124
8,529
1,875
2
4,641
4,229
11
4,093
12,015
124
5,164
148
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
32.
(b)
Company
Financial assets
Trade receivables
Other receivables
(c)
300
300
12,906
12,906
$000
273
1,250
1,521
16,250
$000
Over
5 years
$000
971
1,408
2,119
8,048
(2,119)
5,823
8,202
1 to 5
years
2012
1 year
or less
2,119
Total
$000
273
1,250
1,521
16,250
971
5,823
10,321
5,929
3,527
149
Notes to The
Financial Statements (Contd)
32.
(d)
150
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
32.
(d)
2013
$000
USD
HKD
THB
PESO
AED
33.
50
(50)
44
(44)
76
(76)
21
(21)
17
(17)
2012
$000
45
(45)
49
(49)
64
(64)
25
(25)
21
(21)
151
Notes to The
Financial Statements (Contd)
33.
(b)
(c)
Fair value of financial instruments by classes that are not carried at fair value but for
which fair value is disclosed.
The fair value of financial liabilities by classes that are not carried at fair value but for
which fair value is disclosed as follows:
2013
Group
2012
Note
Carrying
amount
Fair
value
Carrying
amount
Fair
value
19
1,544
1,698
2,082
2,253
$000
$000
$000
$000
Financial liability:
2013
Company
2012
Note
Carrying
amount
Fair
value
Carrying
amount
Fair
value
19
455
491
1,961
2,119
$000
$000
$000
$000
Financial liability:
The fair value as disclosed in the table above is based on significant unobserverable
inputs (level 3) and estimated by discounting expected future cash flows at market
incremental lending rate for similar types of leasing arrangements at the end of the
reporting period.
152
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
33.
10
12
14
Other receivables
11
13
14
2013
$000
8,910
2,060
1,850
3,919
Group
2012
$000
8,529
1,875
2,008
4,641
Company
2013
$000
240
289
7,268
1,250
1,912
2012
$000
300
273
12,906
1,250
1,521
16,739
17,055
10,959
16,250
98
124
15
4,615
3,682
Trade payables
Other payables
15
17
18
Bank loan
20
Non-current liability
19
19
4,413
13
1,257
500
1,544
12,342
4,229
1,873
971
5,857
5,823
1,714
907
1,298
11
2,082
11,718
500
455
9,592
1,961
10,053
153
Notes to The
Financial Statements (Contd)
Defined contributions
Bonus
Group
2012
$000
81
123
542
571
763
839
33
107
362
401
763
32
113
408
431
839
35.
Capital management
Capital includes debt and equity items as disclosed in the table below.
The primary objective of the Groups capital management is to safeguard the Groups ability
to continue as a going concern and to maintain healthy capital ratios in order to support its
business and maximise shareholders value.
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 of capital to shareholders or issue new shares.
The Group is not subject to any externally imposed capital requirements. No changes were
made in the objectives, policies or processes during the years ended 30 September 2013
and 30 September 2012.
154
Notes to The
Financial Statements (Contd)
For the financial year ended 30 September 2013
35.
2,801
4,615
2012
$000
3,796
3,682
4,413
4,229
Net debt
11,842
11,718
19,415
24,889
31,257
36,607
38%
32%
Gearing ratio
36.
Group
13
11
37.
155
STATISTICS OF
SHAREHOLDINGS
As At 18 December 2013
Voting Rights
Ordinary Shares
282,756,792
Treasury shares
Number of treasury shares: 10,646,000
Percentage of treasury shares against the total number of issued shares excluding treasury shares:
3.76%
Distribution of Shareholdings
Size of Shareholdings
1 999
1,000 10,000
10,001 1,000,000
Total
No. of
Shareholders
46
No. of
Shares
%
4.15
522
20,761
0.01
2.16
36,308,202
243,484,663
12.84
100.00
282,756,792
100.00
47.07
517
46.62
24
1,109
2,943,166
1.04
86.11
Substantial Shareholders
(As recorded in the Register of Substantial Shareholders)
Substantial Shareholders
Direct Interest
40,000,000
14.15
2,197,000
0.78
40,458,500
14.31
28,185,500
9.97
22,016,000
7.79
10,166,500
22,016,000
7.79
Deemed Interest
3.60
29,157,926
18,019,000
14,179,637
10.31
6.37
5.01
Beijing Toreads deemed interest arises from 40,000,000 shares registered in the name of its nominee.
(1)
(2)
Boh Tuang Pohs deemed interest arises from 29,157,926 shares registered in the names of his nominees.
(3)
Goh Khoon Lim is deemed to have interest in the 28,185,500 shares held by 28 Holdings through his not
less than 20% shareholdings in 28 Holdings.
Goh Khoon Lim is the beneficiary holder of 12,273,000 shares held by DBS Nominees Pte Ltd.
(4)
Gan Suat Lui is deemed to have interest in the 28,185,500 shares held by 28 Holdings through her not less
than 20% shareholdings in 28 Holdings.
(5)
(6)
James Sees deemed interest arises from 22,016,000 shares held by Vision Capital.
Ong Nai Pews deemed interest arises from 14,179,637 shares held through nominees, comprising OCBC
Nominees Singapore Private Limited, Hong Leong Finance Nominees Pte Ltd and HL Bank Nominees
(Singapore) Pte Ltd.
156
STATISTICS OF
SHAREHOLDINGS (Contd)
As at 18 December 2013
Name
No. of Shares
45,466,000
16.08
22,016,000
7.79
8
9
10
12
11
13
14
15
16
17
18
19
20
TOTAL
22,424,337
18,069,000
17,312,100
17,061,000
15,255,137
12,649,000
10,166,500
9,750,000
8,653,426
8,403,163
8,034,000
6,141,000
5,154,000
2,955,250
2,197,000
2,000,000
1,960,750
1,760,000
237,427,663
7.93
6.39
6.12
6.03
5.40
4.47
3.60
3.45
3.06
2.97
2.84
2.17
1.82
1.05
0.78
0.71
0.69
0.62
83.97
157
STATISTICS OF
Warrantholdings
No. of
Warrantholders
Size of Warrantholdings
1 999
346
32.27
10,001 1,000,000
103
9.61
1,000 10,000
611
12
Total
1,072
121,212
%
0.41
57.00
1,770,800
1.12
20,863,909
7,109,933
25.24
100.00
29,865,854
100.00
No. of
Warrants
Name
No. of Warrants
5.95
68.40
2,752,000
9.21
2,601,250
8.71
10
12
11
13
14
15
16
17
18
19
20
TOTAL
2,692,791
2,140,125
1,537,062
1,456,250
1,381,645
1,322,891
1,292,655
1,270,812
1,218,750
1,197,678
767,625
757,000
683,500
642,000
325,625
274,625
220,000
196,250
24,730,534
9.02
7.17
5.15
4.88
4.63
4.43
4.33
4.26
4.08
4.01
2.57
2.53
2.29
2.15
1.09
0.92
0.74
0.66
82.83
158
STATISTICS OF
warrantHOLDINGS
No. of
Warrantholders
Size of Warrantholdings
1 999
349
32.41
10,001 1,000,000
104
9.66
1,000 10,000
612
12
Total
1,077
56.82
121,712
0.41
7,537,183
25.24
1,777,425
5.95
1.11
20,429,534
68.40
100.00
29,865,854
100.00
No. of
Warrants
Name
No. of Warrants
2,752,000
9.21
2,380,250
7.97
8
9
10
11
12
13
14
15
16
17
18
19
20
TOTAL
2,692,791
2,140,125
1,537,687
1,456,250
1,381,645
1,292,655
1,270,812
1,218,750
1,197,678
1,108,891
946,000
767,625
683,500
642,000
325,625
274,625
220,000
196,250
24,485,159
9.02
7.17
5.15
4.88
4.63
4.33
4.26
4.08
4.01
3.71
3.17
2.57
2.29
2.15
1.09
0.92
0.74
0.66
82.01
159
Notice of
Annual General Meeting
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors Report and the Audited Accounts of the Company for the
financial year ended 30 September 2013 together with the Auditors Report thereon.
(Resolution 1)
2.
To re-elect the following Directors of the Company retiring pursuant to Articles 104 and 108
of the Articles of Association of the Company:
Mr Arnold Tan Kheng Lee (retiring under Article 104)
(Resolution 2)
Mr Sheng Faqiang (retiring under Article 108)
(Resolution 3)
Mr Arnold Tan Kheng Lee will, upon re-election as a Director of the Company, remain as
the Chairman of the Nominating Committee and a member of the Audit and Remuneration
Committees and will be considered independent.
Mr Sheng Faqiang will, upon re-election as a Director of the Company, remain as a member
of the Audit, Nominating and Remuneration Committees, and will be considered nonindependent.
3.
To approve the payment of Directors fees of S$72,560 for the financial year ended
30 September 2013 (2012: S$104,800)
(Resolution 4)
4.
To re-appoint Messrs Ernst & Young LLP as the Auditors of the Company and to authorise
the Directors of the Company to fix their remuneration.
(Resolution 5)
5.
To transact any other ordinary business which may properly be transacted at an Annual
General Meeting.
160
Notice of
Annual General Meeting (Contd)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or
without any modifications:
6.
Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of Section B of
the Singapore Exchange Securities Trading Limited Listing Manual: Rules of Catalist (the
Catalist Rules), the Directors of the Company be authorised and empowered to:
(a)
(i)
(ii)
at any time and upon such terms and conditions and for such purposes and to such
persons as the Directors of the Company may in their absolute discretion deem fit;
and
(b)
provided that:
(1)
(2)
(a)
new shares arising from the conversion or exercise of any convertible securities;
(b)
new shares arising from exercising share options or vesting of share awards
which are outstanding or subsisting at the time of the passing of this Resolution;
and
(c)
161
Notice of
Annual General Meeting (Contd)
(3)
(4)
7.
in exercising the authority conferred by this Resolution, the Company shall comply
with the provisions of the Catalist Rules for the time being in force (unless such
compliance has been waived by the Singapore Exchange Securities Trading Limited)
and the Articles of Association of the Company; and
unless revoked or varied by the Company in a general meeting, such authority shall
continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the Company is
required by law to be held, whichever is earlier.
[See Explanatory Note (i)]
(Resolution 6)
Authority to issue shares under the The Asiatravel.com Share Option Scheme 2011
(the 2011 Scheme) and Asiatravel.com Performance Share Plan (the Share Plan)
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company
be authorised and empowered to:
(a)
grant options under the 2011 Scheme and grant awards in accordance with the
provisions of the Share Plan; and
(b)
issue from time to time such number of shares in the share capital of the Company
as may be required to be issued pursuant to the exercise of options granted by the
Company under the 2011 Scheme and/or such number of ordinary shares as may
be required to be issued pursuant to the vesting of awards under the Share Plan,
provided always that the aggregate number of shares over (i) the options that may be granted
on any date under the 2011 Scheme, and/or (ii) the awards granted on any date under the
Share Plan, when added to the number of shares issued and/or issuable in respect of:
(i)
(ii)
(iii)
all shares, options or awards granted under any other share-based incentive scheme
of the Company,
shall not exceed fifteen per centum (15%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company on the day preceding that date and that such
authority shall, unless revoked or varied by the Company in a general meeting, continue in
force until the conclusion of the next Annual General Meeting of the Company or the date
by which the next Annual General Meeting of the Company is required by law to be held,
whichever is earlier.
[See Explanatory Note (ii)]
(Resolution 7)
162
Notice of
Annual General Meeting (Contd)
8.
That:
(a)
for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of
Singapore (the Companies Act), the exercise by the Directors of the Company of
all the powers of the Company to purchase or otherwise acquire ordinary shares in
the capital of the Company (Shares) not exceeding in aggregate the Prescribed
Limit (as hereinafter defined), at such price(s) as may be determined by the Directors
of the Company from time to time up to the Maximum Price (as hereinafter defined),
whether by way of:
(i)
(ii)
and otherwise in accordance with all other provisions of the Companies Act and the
Catalist Rules as may for the time being be applicable, be and is hereby authorised
and approved generally and unconditionally (the Share Buy Back Mandate);
(b)
any Share that is purchased or otherwise acquired by the Company pursuant to the
Share Buy Back Mandate shall, at the discretion of the Directors of the Company, either
be cancelled or held in treasury and dealt with in accordance with the Companies Act;
(c)
unless varied or revoked by the Company in general meeting, the authority conferred
on the Directors of the Company pursuant to the Share Buyback Mandate may
be exercised by the Directors at any time and from time to time during the period
commencing from the passing of this Resolution and expiring on the earliest of:
(i)
the date on which the next annual general meeting of the Company (AGM)
is held or is required by law to be held;
(ii)
the date on which the share buybacks are carried out to the full extent
mandated; or
(iii)
the date on which the authority contained in the Share Buyback Mandate is
varied or revoked (Relevant Period).
(d)
Prescribed Limit means 10% of the total number of issued ordinary shares of
the Company as at the date of passing of this Resolution unless the Company has
effected a reduction of the share capital of the Company in accordance with the
applicable provisions of the Companies Act, at any time during the Relevant Period,
in which event the issued ordinary share capital of the Company shall be taken to be
the amount of the issued ordinary share capital of the Company as altered (excluding
any treasury shares that may be held by the Company from time to time);
163
Notice of
Annual General Meeting (Contd)
(i)
in the case of a Market Purchase: 105% of the Average Closing Price; and
(ii)
Average Closing Price means the average of the closing market prices of a Share
over the last five market days, on which transactions in the Shares were recorded,
preceding the day of the Market Purchase or, as the case maybe, the date of the
making of the offer pursuant to the Off-Market Purchase and deemed to be adjusted
for any corporate action that occurs after the relevant 5-day period or;
date of the making of the offer means the date on which the Company makes
an offer for the purchase or acquisition of Shares from holders of Shares, stating
therein the relevant terms of the equal access scheme for effecting the Off-Market
Purchase; and
market day means a day on which the SGX-ST is open for trading in securities; and
(e)
any of the Directors of the Company be and are hereby authorised to complete and
do all such acts and things (including without limitation, to execute all such documents
as may be required and to approve any amendments, alterations or modifications
to any documents), as they or he may consider desirable, expedient or necessary to
give effect to the transactions contemplated by this Resolution.
[See Explanatory Note (iii)]
(Resolution 8)
164
Notice of
Annual General Meeting (Contd)
Explanatory Notes:
(i)
The Ordinary Resolution 6 in item 6 above, if passed, will empower the Directors of the
Company, effective until the conclusion of the next Annual General Meeting of the Company,
or the date by which the next Annual General Meeting of the Company is required by law to be
held or such authority is varied or revoked by the Company in a general meeting, whichever
is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue
shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the
total number of issued shares (excluding treasury shares) in the capital of the Company, of
which up to 50% may be issued other than on a pro-rata basis to shareholders.
(ii)
The Ordinary Resolution 7 in item 7 above, if passed, will empower the Directors of the
Company, effective until the conclusion of the next Annual General Meeting of the Company,
or the date by which the next Annual General Meeting of the Company is required by law to be
held or such authority is varied or revoked by the Company in a general meeting, whichever
is the earlier, to grant options and/or awards and to issue shares in the share capital of the
Company pursuant to the 2011 Scheme or the Share Plan, up to a number not exceeding
in total fifteen per centum (15%) of the total number of issued shares (excluding treasury
shares) in the capital of the Company from time to time.
(iii)
The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of
the Company effective until the conclusion of the next Annual General Meeting of the Company
or the date by which the next Annual General Meeting of the Company is required by law to
be held or such authority is varied or revoked by the Company in a general meeting or the
date on which shares purchases or acquisitions are carried out to the full extent mandated,
whichever is the earliest, to purchase or otherwise acquire ordinary shares of the Company
by way of market purchases or off-market purchases of up to ten per centum (10%) of the
total number of issued shares (excluding treasury shares) in the capital of the Company at
the Maximum Price as defined in the Circular to Shareholders dated 13 January 2014 (the
Circular). The rationale for, the authority and limitation on, the sources of funds to be used
for the purchase or acquisition including the amount of financing and the financial effects of the
purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase
Mandate on the audited consolidated financial accounts of the Group for the financial year
ended 30 September 2013 are set out in greater detail in the Circular.
Notes:
1.
2.
A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled
to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the
Company.
The instrument appointing a proxy must be deposited at the Registered Office of the Company
at 615 Lorong 4 Toa Payoh, #01-01, Singapore 319516 not less than forty-eight (48) hours
before the time appointed for holding the Meeting.
This announcement has been reviewed by the Companys Sponsor, RHT Capital Pte. Ltd.,
for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited
(SGX-ST).The Companys Sponsor has not independently verified the contents of this announcement.
This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes
no responsibility for the contents of this announcement, including the correctness of any of the
statements or opinions made or reports contained in this announcement.
The details of the contact person for the Sponsor are:
Name: Ms Amanda Chen, Registered Professional
Address: Six Battery Road, #10-01 Singapore 049909
Tel: (65) 6381 6757
IMPORTANT:
1. For investors who have used their CPF monies to buy
Asiatravel.com Holdings Ltds shares, this Report is
forwarded to them at the request of the CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and
shall be ineffective for all intents and purposes if used or
purported to be used by them.
PROXY FORM
I/We,
of
being a member/members of Asiatravel.com Holdings Ltd (the Company), hereby appoint:
NRIC/Passport No.
Name
Proportion of Shareholdings
No. of Shares
Address
Name
NRIC/Passport No.
Proportion of Shareholdings
No. of Shares
Address
or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies
to vote for me/us on my/our behalf at the Annual General Meeting (the Meeting) of the Company to be held at 615 Lorong 4
Toa Payoh, Level 8 (Formula Room), Singapore 319516 on Tuesday, 28 January 2014 at 10.00 a.m. and at any adjournment
thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder.
If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment
thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand
or to join in demanding a poll and to vote on a poll.
(Please indicate your vote For or Against with a tick [ ] within the box provided.)
For
Directors Report and Audited Accounts for the financial year ended 30 September 2013
together with the Auditors Report thereon
Authority to issue shares under the Asiatravel.com Share Option Scheme 2011 and
Asiatravel.com Performance Share Plan
Dated this
day of
2014
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
Against
No. of Shares
Notes :
1.
Please insert the total number of Shares held by you. If you have Shares entered against your name in the
Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should
insert that number of Shares. If you have Shares registered in your name in the Register of Members, you
should insert that number of Shares. If you have Shares entered against your name in the Depository Register
and Shares registered in your name in the Register of Members, you should insert the aggregate number of
Shares entered against your name in the Depository Register and registered in your name in the Register of
Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to
all the Shares held by you.
2.
A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one
or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
3.
Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion
of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such
proportion is specified, the first named proxy may be treated as representing 100% of the shareholding and
any second named proxy as an alternate to the first named proxy.
4.
Completion and return of this instrument appointing a proxy shall not preclude a member from attending and
voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends
the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or
persons appointed under the instrument of proxy to the Meeting.
5.
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at
615 Lorong 4 Toa Payoh, #01-01, Singapore 319516 not less than 48 hours before the time appointed for the
Meeting.
6.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it
must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the
instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or
power of attorney or a duly certified copy thereof must be lodged with the instrument.
7.
A corporation which is a member may authorise by resolution of its directors or other governing body such person
as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act,
Chapter 50 of Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the
appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the
Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member,
being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours
before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
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615 Lorong 4 Toa Payoh #01-01 Singapore 319516 Tel : (65) 6732 6773 Fax : (65) 6732 1226